TJX Companies (TJX) 10-K risk factor changes: FY2014 vs FY2013

While [removed: our] opportunistic [removed: buying strategy and our goals of] [added: buying,] operating with lean inventory levels and frequent inventory turns are key elements of our off-price [removed: business,] [added: business strategy,] they subject us to risks related to the pricing, quantity, [added: mix,] nature and timing of inventory flowing to our stores.

If we are unable to generally purchase inventory at prices sufficiently below prices paid by conventional [removed: retailers to allow us] [added: retailers, we may not be able] to maintain [removed: our] [added: an] overall pricing differential to regular department and specialty stores, [added: and] our ability to attract customers and sustain our margins may be adversely affected.

In addition to our own execution, we may need to react to factors affecting inventory flow that are outside our control, [added: discussed further below,] such as extreme weather and natural disasters or other changes in conditions affecting our vendors and others in our supply chain, such as political instability, labor issues, including strikes or threats of strikes, or increasing cost of regulations.

_Failure to continue to expand our [added: business and] operations successfully or to manage our substantial size and scale effectively could adversely affect our financial results._

Successful store growth requires us to [added: find and] lease appropriate real estate on [added: attractive terms in each of the locations where we seek to open stores.]

Our ability to do so depends, among other things, on availability and selection of appropriate sites in appropriate geographies; [added: degree of] competition for sites; factors affecting costs such as real estate, construction and development costs, [removed: as well as] [added: and] costs and availability of capital; and variations in or changes to zoning or other land use regulations.

New stores may not achieve the same sales or profit levels as our existing [removed: stores, and new] [added: stores] and [removed: existing] [added: adding] stores [removed: in a market] [added: to existing markets] may adversely affect [removed: each other’s] [added: stores’] sales and profitability.

Further, our substantial size imposes demands on maintaining appropriate internal resources and third party providers to support our business [removed: effectively and expansion places increased demands on management and the administrative, merchandising, store operations, distribution, compliance and other organizations in our businesses, and we may not efficiently manage our business or successfully manage our growth.][added: effectively.]

The large size and scale of our operations, our multiple chains in the U.S., Canada and Europe and the autonomy afforded to the chains increase the risk that our systems and practices will not be implemented appropriately throughout our company and that information may not be appropriately shared across our operations, which risks may increase as we continue to [removed: grow, particularly in different countries.][added: grow.]

_Failure to identify customer trends and preferences to meet customer demand [added: in new or existing markets or channels] could negatively impact our performance._

Because our success depends on our ability to meet customer demand, we work to [removed: follow] [added: identify] customer trends and preferences on an ongoing basis and to offer inventory that meets those trends and preferences.

However, [removed: identifying consumer trends and preferences and successfully meeting customer demand] [added: doing so] across our diverse merchandise categories and in the many markets in the United States, Canada and Europe in which we do business on a timely basis is challenging.

[removed: There are significant risks associated with both our ability to] continue to successfully extend our current business and to enter new businesses, including managing the implementation of this growth effectively.

If any aspect of our expansion strategy does not achieve the success we [removed: expect] [added: expect,] in whole or in part, we may be required to increase our investment, slow our planned growth or close stores or [removed: operations and our growth and financial performance] [added: operations, which] could [removed: be] adversely [removed: affected.][added: affect our financial performance.]

_If we fail to successfully implement our marketing, advertising and promotional programs, or if our competitors are more effective with their programs than we are, our revenue [added: or results of operations] may be adversely affected._

[removed: Although we use marketing, advertising and promotional programs to attract customers to our] stores through various media including television, social media, database marketing, print and direct marketing, [added: and loyalty programs,] some of our competitors expend more for their programs than we do, or use different approaches than we do, which [added: may provide them with a competitive advantage.]

We may need to adjust our marketing, advertising and promotional programs effectively [added: and more quickly] as [removed: internet-based] [added: Internet-based] and other digital or mobile communication channels [added: and other social media] rapidly evolve, and [removed: there is no assurance that] we [removed: will] [added: may not] successfully do so.

New competitors frequently enter the [removed: market,] [added: market] and existing competitors enter or increase their presence in the markets in which we operate, expand their merchandise [removed: offerings] [added: offerings, add new sales channels] or change their pricing methods, all of which increase competition for customers.

We compete on the basis of fashion, quality, price, [removed: value,] [added: value;] merchandise selection and [removed: freshness, brand-name recognition,] [added: freshness; brand name recognition; customer] service, reputation and store location.

Our competitiveness is highly dependent on our effective execution of our off-price model of offering [removed: the customer] [added: our customers] a fresh, rapidly changing and attractive mix of merchandise delivering value.

[removed: The] [added: Customer traffic and] demand for our merchandise is [removed: also] influenced by our advertising, marketing and promotional activities, the name recognition and reputation of our chains and the location of and service offered in our stores.

_Failure to attract, train and retain quality associates in appropriate numbers, including [removed: management, buying, sales, distribution center and other personnel,] [added: key associates] and [removed: increased] [added: management, as well as] costs [removed: from] [added: related to] our [removed: existing or expanding] labor force, could adversely affect our performance._

Availability and skill of associates may differ across markets in which we do business and in new markets we enter, and our ability to meet our labor needs while controlling labor costs, including costs of [added: providing] retirement, health and other employee benefits, is subject to external factors such as unemployment levels, prevailing wage [removed: rates,] [added: rates and] minimum wage [removed: legislation,] [added: requirements,] changing demographics, economic conditions, health [removed: care legislation, health] and other insurance costs and [added: the regulatory environment, including health care legislation, immigration law, and] governmental labor and employment and employee benefits requirements.

Certain associates in our distribution centers are members of unions and therefore subject us to the risk of labor actions of various kinds as well as risks and potential expenses associated with multiemployer plans, including from potential withdrawal liability and potential insolvency of other participating [removed: employers, and other associates are members of works councils, which may subject us to additional actions or expense.][added: employers.]

In addition, any failure of [removed: third-parties] [added: third parties] that perform services on our behalf to comply with immigration, employment or other laws [added: and regulations] could damage our reputation or disrupt our ability to obtain needed labor.

[removed: In the event of increasing] [added: When] wage rates [added: or benefit levels increase] in a market, [removed: failure] [added: failing] to increase our wages [added: or benefits] competitively could result in a decline in the quality of our workforce, causing our customer service to suffer, while increasing our wages [added: or benefits] could cause our earnings to decrease.

Because of the distinctive nature of our off-price model, we must provide significant internal training and development for key [removed: associates,] [added: associates across the company,] including within our buying organization.

[removed: During the economic recession, global] [added: Global] financial markets [removed: experienced] [added: can experience] extreme volatility, disruption and credit contraction, which adversely [removed: affected] [added: affect] global economic conditions.

[removed: Renewed financial turmoil] [added: Turmoil] in the financial and credit markets or other changes in economic conditions could adversely affect sources of liquidity available to us or our costs of capital and could adversely affect plan asset values and investment performance, increasing our pension liabilities, expenses and funding requirements with respect to company-sponsored and multiemployer pension plans.

Economic conditions, both on a global level and in particular markets, including unemployment, decreased disposable income and actual and perceived wealth, energy and health care costs, interest and tax rates and policies, weakness in the housing market, volatility in capital markets, decreased credit availability, inflation and deflation, as well as political or other factors beyond our control such as threats or possibilities of war, terrorism, global or national unrest, actual or threatened epidemics, and political instability [added: may] also have significant effects on consumer confidence and spending.

These conditions and factors could adversely affect discretionary consumer spending and, although we believe our flexible off-price model helps us [removed: respond,] [added: react,] they may adversely affect our sales, cash flows and results of operations and performance.

In the ordinary course of our business, we [removed: collect] [added: collect, store, process] and [removed: store] [added: transmit] certain [removed: personal] information from individuals, such as our customers and associates, [removed: and we process] [added: including, for example,] customer payment card and check information.

Nevertheless, there can be no assurance that we will not suffer a future data compromise, that unauthorized parties will not gain access to [removed: personal information,] [added: the information that we collect, store, process] or [added: transmit, or] that any such data compromise or access will be discovered in a timely way.

We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of [added: personal and/or] confidential information.

Further, the systems [added: and processes] currently used for transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are determined and controlled by the [added: banking and] payment card industry, not by us.

Computer hackers [removed: may] [added: may, for example,] attempt to penetrate our computer [removed: system] [added: systems] and, if successful, misappropriate [removed: personal information, payment card] [added: customer] or [removed: check] [added: associate] information or confidential business information of our company.

In addition, [removed: our associates, contractors] [added: an associate, contractor] or third [removed: parties] [added: party] with whom we do business or to whom we outsource business operations may [added: fail to monitor the systems effectively, misuse the personal or confidential information to which they have access,] attempt to circumvent our security measures in order to [added: access or] misappropriate such [removed: information, and] [added: types of information or] may purposefully or inadvertently cause a breach involving such information.

Advances in computer and software [removed: capabilities] [added: technology] and [removed: encryption technology,] [added: capabilities,] new tools and other [removed: developments] [added: developments, including the increasing sophistication of cyber criminals generally,] may increase the risk of such a breach.

Compromise of our data security or [added: that] of third parties with whom we do business, failure to prevent or mitigate the loss of personal or business information and delays in detecting any such compromise or loss could disrupt our operations, damage our reputation and customers’ willingness to shop in our stores, violate applicable laws, regulations, orders and agreements, and subject us to additional costs and liabilities which could be material.

We rely extensively on various information systems, [added: including] data [removed: centers] [added: centers, hardware] and software [added: and] applications to manage many aspects of our business, including to process and record transactions in our [removed: stores, to enable effective communication systems, to plan and track inventory flow, to manage logistics and to generate performance and financial reports.]

If we are not able to adjust appropriately to such factors, our inventory management may be affected, which could impact our performance and our relationship with our customers.

Our growth strategy includes successfully expanding our off-price model in our current markets and in new geographic regions, product lines, businesses and channels and, as appropriate, adding new businesses, whether by development, investment or acquisition.

There are significant risks associated with our ability to

We also may encounter difficulties in attracting customers when we enter new markets, as discussed further below.

As we expand our model, we may have difficulty effectively meeting customer expectations, which may change rapidly and differ from those we anticipate.

Expansion places increased demands on management and various functions across our business, including administration, merchandising, store operations, distribution and compliance and on appropriately staffing and training personnel in these areas as we grow.

Each of these risks may increase as we continue to grow, particularly as we expand into additional countries.

Trends and preferences in new markets may differ from what we anticipate.

Customers may also have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels or media (through Internet-based and other digital or mobile communication channels or other forms of social media), which may vary across demographics and may evolve rapidly.

Meeting demand effectively involves identifying the right opportunities and making the right investments at the right time and speed, among other things, and failure to do so may impact our reputation and our financial results.

Although we use marketing, advertising and promotional programs to attract customers to our

Other associates are members of works councils, which may subject us to additional actions or expense.

stores, to enable effective communication systems, to plan and track inventory flow, to manage logistics and to generate performance and financial reports.

In addition, any interruption in the operation of our e-commerce websites could cause us to suffer reputational harm or to lose sales if customers are unable to access our site or purchase merchandise from us during such interruption.

It can be costly and complex to establish, develop and maintain

Although we implement a

Results may be affected by various factors, including those described in these risk factors.

We must also comply with new and changing laws and regulations, new regulatory initiatives, evolving interpretation of existing laws by judicial and regulatory authorities, and reforms in jurisdictions where we do business.

| | — | | health and welfare and financial regulations; |

| --- | --- | --- | --- |

are subject to these types of suits.

stock repurchase programs and dividends, and to pay our interest and debt repayments.

If we are not able to adjust appropriately to such factors, our merchandise distribution may be affected.

Failure to execute our opportunistic inventory buying and inventory management well could adversely affect our performance and our relationship with our customers.

Our revenue growth is dependent, among other things, on our ability to continue to expand through successfully opening new stores.

attractive terms in each of the locations where we seek to open stores.

Further, we may encounter difficulties in attracting customers when we enter new markets for a variety of reasons, including customers’ lack of familiarity with our brands or our lack of familiarity with local customer preferences or cultural differences.

_Our future performance is dependent upon our ability to continue to expand within our existing markets and to extend our off-price model in new product lines, and geographic regions and businesses._

Our growth strategy is to continue to successfully expand the number of stores in our existing markets, to continue to successfully expand our existing chains to new markets and geographies and, as appropriate, to successfully develop or acquire new businesses, including our planned expansion into e-commerce, all of which entail significant risk.

may provide them with a competitive advantage.

The nature of the workforce in the retail industry also subjects us to the risk of immigration law violations, which risk has increased in recent years.

related back-up systems.

Because of this, movements in currency

Results may be affected by factors we can control, such as the execution of our off-price buying, including selection, pricing and mix of merchandise; inventory management including flow, pricing markon and markdowns; and management of our growth, but also may be affected by some factors that are not within our control, including actions of competitors, weather conditions, economic conditions, consumer confidence, seasonality, and cost increases due, for example, to government regulation and increased healthcare and benefits costs.

Divestitures, closings and consolidations also involve risks, such as

We must also comply with new and changing laws and regulations.

changes in applicable tax legislation, regulations and treaties, exposure to additional tax liabilities, including interest and penalties, and changes in accounting principles and interpretations relating to tax matters, any of which could adversely impact our results of operations and financial condition in future periods.

The discussion that follows relates to our [added: 52-week fiscal year ended February 1, 2014 (fiscal 2014), our] 53-week fiscal year ended February 2, 2013 (fiscal 2013) and our 52-week fiscal [removed: years] [added: year] ended January 28, 2012 (fiscal [removed: 2012) and January 29, 2011 (fiscal 2011).][added: 2012).]

[removed: The TJX Companies, Inc. is] [added: We are] the [removed: largest] [added: leading] off-price [removed: retailer of] apparel and home fashions [added: retailer] in the U.S. and worldwide.

[removed: Our over 3,000 stores offer] [added: We sell] a rapidly changing assortment of [removed: quality, fashionable, brand-name and designer] apparel, home fashions and other merchandise at prices generally 20% to 60% below department and specialty store regular [removed: prices,] [added: prices on comparable merchandise,] every day.

We operate [added: over 3,200 stores through] our [removed: business in] four [removed: divisions:] [added: main segments: in the U.S.,] Marmaxx (which operates T.J. [removed: Maxx] [added: Maxx, Marshalls] and [removed: Marshalls)] [added: tjmaxx.com)] and [removed: HomeGoods, both in the United States;] [added: HomeGoods;] TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX Europe (which operates T.K. [removed: Maxx and] [added: Maxx,] HomeSense [added: and tkmaxx.com] in Europe).

Highlights of our financial performance for fiscal [removed: 2013] [added: 2014] include the following:

[removed: | | — | | In fiscal 2013,] [added: Fiscal 2014 was another successful year for TJX as] we posted [removed: strong] [added: solid] gains in same store sales, net sales and earnings per share on top of [removed: significant] [added: strong] increases in [removed: the last two] [added: both] fiscal [removed: years. |][added: 2013 and fiscal 2012.]

[removed: | | • | | Net] [added: Consolidated net] sales [removed: increased to $25.9 billion] for fiscal [removed: 2013, up] [added: 2013 totaled $25.9 billion, a] 12% [added: increase] over [removed: fiscal 2012. The 53rd week] [added: $23.2 billion] in fiscal [removed: 2013 increased net sales by 2%. |][added: 2012.]

| | [removed: •] [added: —] | | Same store sales, on a 52-week basis, increased [added: 3% in fiscal 2014 over an increase of] 7% in fiscal 2013 [removed: over increases] [added: and an increase] of 4% in [removed: each of the previous two years.] [added: fiscal 2012.] The fiscal [removed: 2013] [added: 2014] increase was driven by an increase in [removed: customer traffic as we continued to grow our] [added: the value of average ticket (average unit retail) and a slight increase in] customer [removed: base.] [added: traffic.] |

| | [removed: •] [added: —] | | Earnings per share for fiscal [removed: 2013] [added: 2014] were [removed: $2.55] [added: $2.94] per diluted share, up [removed: 32%] [added: 15%] compared to [removed: $1.93] [added: $2.55] per diluted share in fiscal [removed: 2012, or up 28% compared to fiscal 2012 adjusted* diluted] [added: 2013. This year’s] earnings [added: were favorably impacted by $0.11] per share [removed: of $1.99. The] [added: from tax benefits in the third quarter, while the] 53rd week [added: in fiscal 2013] added approximately $0.08 per share to [removed: fiscal 2013] [added: that year’s] earnings. |

[removed: | * |] Adjusted measures exclude certain items affecting comparability. [removed: See “Adjusted Financial Measures” below. |]

| | [removed: •] [added: —] | | Our fiscal [removed: 2013] [added: 2014] pre-tax margin (the ratio of pre-tax income to net sales) was [removed: 11.9%,] [added: 12.1%,] a [removed: 1.5] [added: 0.2] percentage point increase compared to [added: our] fiscal [removed: 2012, and a 1.2 percentage point increase] [added: 2013 pre-tax margin, which benefitted] from [removed: an adjusted 10.7% for fiscal 2012. The] [added: the] 53rd week [removed: benefited the fiscal 2013 pre-tax margin] by approximately 0.2 percentage points. |

| | [removed: •] [added: —] | | Our selling, general and administrative expense ratio for fiscal [removed: 2013 decreased 0.4 percentage points from 16.8% in fiscal 2012 to 16.4%. On an adjusted basis, this ratio] [added: 2014] decreased 0.1 percentage [removed: points] [added: point] from [removed: an adjusted16.5%] [added: 16.4%] in fiscal [removed: 2012.] [added: 2013 to 16.3%.] |

| | [removed: •] [added: —] | | Our consolidated average per store inventories, including inventory on hand at our distribution [removed: centers, but] [added: centers (which excludes inventory in transit) and] excluding our [removed: internet based business Sierra Trading Post,] [added: e-commerce businesses,] were down [removed: 6%] [added: 8%] at the end of fiscal [removed: 2013.] [added: 2014.] |

[removed: | | — | |] We [added: also] continued [removed: to use] [added: using] cash to return value to our shareholders. [removed: |]

| | [removed: •] [added: —] | | During fiscal [removed: 2013,] [added: 2014,] we repurchased [removed: 30.6] [added: 27.0] million shares of our common stock for [removed: $1.3] [added: $1.5] billion. Earnings per share reflect the benefit of the stock repurchase program. In [removed: February 2013,] [added: January 2014,] our Board of Directors authorized our [removed: 14th] [added: 15th] stock repurchase program for an additional [removed: $1.5] [added: $2] billion. [removed: We expect to repurchase approximately $1.3 to $1.4 billion of our stock in fiscal 2014.] |

[removed: | | • | |] We [removed: paid quarterly dividends of $0.115 per share for fiscal 2013. We] expect to pay quarterly dividends for fiscal [removed: 2014] [added: 2015] of [removed: $0.145] [added: $0.175] per share, or an annual dividend of [removed: $0.58] [added: $0.70] per share, [removed: which would represent a 26% increase over the prior year,] subject to the declaration and approval of our Board of Directors. [removed: |]

_Net sales:_ Consolidated net sales for fiscal [removed: 2013] [added: 2014] totaled [removed: $25.9] [added: $27.4] billion, a [removed: 12%] [added: 6%] increase over [removed: $23.2] [added: $25.9] billion in fiscal [removed: 2012.][added: 2013.]

Same store sales increases in the U.S. for fiscal [removed: 2012 reflected] [added: 2014 were driven by] an increase in [removed: both the value of the] average [removed: transaction and an] [added: ticket as well as a slight] increase in customer traffic.

[added: Same store sales of our foreign segments are calculated on a] constant currency basis, meaning we translate the current year’s same store sales of our foreign segments at the same exchange rates used in the prior year.

We define customer traffic to be the number of transactions in stores included in the same store sales [removed: calculation.][added: calculation and define average ticket to be the average retail price of the units sold.]

| | | [added: |] Percentage of Net Sales Fiscal [removed: Year 2013] [added: Year 2014] | | | | Percentage of Net Sales Fiscal Year [removed: 2012 | | | |] [added: 2013] | | | | Percentage of Net Sales Fiscal Year [removed: 2011 |] [added: 2012] | | | | | |

| | | [added: |] As reported | | | | As reported | | | | As [removed: adjusted* | | | | As] reported | | | | As adjusted* | | [removed: |]

| Net sales | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % | | | [removed: 100.0 | % | | | 100.0] [added: 100.0%] | [removed: %] |

| Cost of sales, including buying and occupancy costs | | | [removed: 71.6 | | | | 72.7] [added: 71.5] | | | | [removed: 72.6] [added: 71.6] | | | | [removed: 73.1] [added: 72.7] | | | | [removed: 72.9] [added: 72.6] | |

| Selling, general and administrative expenses | | | [removed: 16.4 | | | | 16.8] [added: 16.3] | | | | [removed: 16.5] [added: 16.4] | | | | [removed: 16.9] [added: 16.8] | | | | [removed: 16.3] [added: 16.5] | |

| Interest expense, net | | | 0.1 | | | | [removed: 0.2 | | | | 0.2] [added: 0.1] | | | | 0.2 | | | | 0.2 | |

| Income [removed: from continuing operations] before provision for income taxes | | | [removed: 11.9] [added: 12.1] | % | | | [removed: 10.4 | % | | | 10.7] [added: 11.9] | % | | | [removed: 9.9] [added: 10.4] | % | | | [removed: 10.6] [added: 10.7%] | [removed: %] |

| Diluted earnings per [removed: share-continuing operations] [added: share] | | $ | [removed: 2.55 | | | $ | 1.93] [added: 2.94] | | | $ | [removed: 1.99] [added: 2.55] | | | $ | [removed: 1.65] [added: 1.93] | | | $ | [removed: 1.75] [added: 1.99] | |

| | — | | _Translation of foreign operating results into U.S. dollars:_ In our financial [removed: statements] [added: statements,] we translate the operations of TJX Canada and TJX Europe from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates between comparable prior periods can result in meaningful variations in consolidated net sales, net income and earnings per share growth as well as the net sales and operating results of these segments. Currency translation generally does not affect operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at essentially the same rates within a given period. |

| | — | | _Inventory hedges:_ We routinely enter into inventory-related hedging instruments to mitigate the impact [added: on earnings] of [added: changes in] foreign currency exchange rates on merchandise [removed: margins when our divisions, principally in Europe and Canada, purchase goods] [added: purchases denominated] in currencies other than [removed: their] [added: the] local [removed: currencies.] [added: currencies of our divisions, principally TJX Europe and TJX Canada.] As we have not elected “hedge accounting” for these instruments as defined by [added: U.S.] generally accepted accounting principles (GAAP), we record a mark-to-market gain or loss on the [removed: hedging] [added: derivative] instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of the mark-to-market adjustment is effectively offset when the inventory being hedged is [removed: sold.] [added: paid for.] While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. The mark-to-market adjustment on these [removed: hedges] [added: derivatives] does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report. |

_Cost of sales, including buying and occupancy costs:_ Cost of sales, including buying and occupancy costs, as a percentage of net sales was [removed: 71.6%] [added: 71.5%] in fiscal [removed: 2013, 72.7%] [added: 2014, 71.6%] in fiscal [removed: 2012] [added: 2013] and [removed: 73.1%] [added: 72.7%] in fiscal [removed: 2011.][added: 2012.]

The 1.1 percentage point improvement in this ratio for fiscal 2013 was primarily due to improved merchandise margins, driven by lower markdowns, as well as expense leverage on the strong same store sales [removed: increase.][added: increase and the approximately 0.2 percentage points benefit from the 53rd week in fiscal 2013.]

[removed: In addition, the] [added: The] 53rd week [removed: in] [added: increased the] fiscal 2013 [removed: benefitted this expense ratio] [added: segment margin] by approximately 0.2 percentage points.

The [added: 0.1 percentage point] improvement in this ratio for fiscal [removed: 2012] [added: 2014] was [added: primarily] due to [added: slight] expense leverage [removed: on] [added: in] buying and occupancy [removed: costs (particularly at Marmaxx and HomeGoods), partially offset by a decrease in] [added: costs, as] merchandise margins [removed: at TJX Europe and TJX Canada.][added: were comparable to the prior year.]

_Selling, general and administrative expenses:_ Selling, general and administrative expenses as a percentage of net sales were [removed: 16.4%] [added: 16.3%] in fiscal [removed: 2013, 16.8%] [added: 2014, 16.4%] in fiscal [removed: 2012] [added: 2013] and [removed: 16.9%] [added: 16.8%] in fiscal [removed: 2011.][added: 2012.]

[removed: On an] adjusted basis, this ratio was 16.5% in fiscal [removed: 2012 and 16.3% in fiscal 2011.][added: 2012.]

| Dollars in thousands | | February [removed: 2, 2013] [added: 1, 2014] | | | | [removed: January 28, 2012] [added: February 2, 2013] | | | | January [removed: 29, 2011] [added: 28, 2012] | | |

| Interest expense | | $ | [removed: 48,582] [added: 57,084] | | | $ | [removed: 49,276] [added: 48,582] | | | $ | [removed: 49,014] [added: 49,276] | |

| Capitalized interest | | | [removed: (7,750] [added: (10,993] | ) | | | [removed: (2,593] [added: (7,750] | ) | | | [removed: —] [added: (2,593] | [added: )] |

| Interest (income) | | | [removed: (11,657] [added: (15,010] | ) | | | [removed: (11,035] [added: (11,657] | ) | | | [removed: (9,877] [added: (11,035] | ) |

Late in fiscal 2013 TJX acquired Sierra Trading Post (STP), a leading off-price Internet retailer, which operates four stores and sierratradingpost.com in the U.S. The results of STP have been reported with the Marmaxx segment.

We increased our e-commerce presence by launching our new e-commerce website tjmaxx.com during the third quarter of fiscal 2014 and successfully transitioned STP into the TJX family.

We continued our focus on operating with lean inventory levels and reinvesting in our business by adding new stores, remodeling existing ones and strengthening our infrastructure to support our next level of growth.

| | — | | Net sales increased to $27.4 billion for fiscal 2014, up 6% over the 53-week fiscal period last year. The 53rd week increased net sales by 2% in fiscal 2013. At February 1, 2014, the number of stores in operation increased 6% and selling square footage was up 5% over the end of fiscal 2013. |

| | — | | Our cost of sales ratio for fiscal 2014 improved 0.1 percentage point to 71.5% compared to our fiscal 2013 ratio, which benefitted from the 53rd week by approximately 0.2 percentage points. The improvement over last year was primarily due to levering of expenses on the 3% comp sales increase. |

See “Adjusted Financial Measures” below.

The increase reflected a 4% increase from new stores, a 3% increase from same store sales and a 1% increase from STP, offset by a 2% decrease attributable to the 53rd week included in fiscal 2013.

Foreign currency exchange rates had an immaterial impact on fiscal 2014 net sales.

We believe unfavorable weather in many regions where we operate had a negative impact on sales during the first and fourth quarters of fiscal 2014.

Sales from jewelry and accessories, and home fashions performed particularly well in fiscal 2014.

Geographically, in the U.S., sales were strongest in the West Coast and Florida.

Same store sales at TJX Europe were above the consolidated average while same store sales at TJX Canada were below the consolidated average.

We define average transaction to be the average dollar value of transactions included in the same store sales calculation.

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The 53rd week in fiscal 2013, which benefitted that year’s expense ratio by approximately 0.2 percentage points, impacts year-over-year comparisons.

On an

The improvement in this ratio for fiscal 2014 was primarily due to year-over-year favorability from a combination of items that negatively impacted last year’s expense ratio as described below.

The decrease in the fiscal 2014 effective income tax rate as compared to fiscal 2013 was primarily due to fiscal 2014 third quarter tax benefits of approximately $80 million, which were primarily due to a reduction in our reserve for uncertain tax positions as a result of settlements with state taxing authorities and the reversal of valuation allowances against foreign net operating loss carryfowards.

These benefits reduced the fiscal 2014 effective income tax rate by 1.4 percentage points and 0.8 percentage points respectively.

The tax benefits referred to above added $0.11 per share to net income for fiscal 2014, while the 53rd week benefitted fiscal 2013 earnings per share by $0.08 per share.

We have adjusted certain measures for fiscal 2012 by excluding costs related to the A.J. Wright consolidation incurred in fiscal 2012.

| | | As reported | | | | | | | | | | | | As adjusted | | | | | | |

Late in fiscal 2013 we acquired STP, an off-price Internet retailer in the U.S. The results of STP have been reported with our Marmaxx segment.

Same store sales for Marmaxx were up 3% in fiscal 2014, on top of a 6% increase in the prior year.

Same store sales growth at Marmaxx for fiscal 2014 was driven by an increase in average ticket.

We believe severe winter weather in many regions of the country, particularly in the fourth quarter, impacted our sales in fiscal 2014.

Same store sales were above the chain average for home fashions, and while apparel overall was below the chain average, within apparel, jewelry and accessories were well above the average.

Geographically, same store sales were strongest in the West Coast and Florida.

In addition, in the third quarter of fiscal 2014 we launched our new e-commerce site, tjmaxx.com.

Segment margin in fiscal 2014 was 14.6%, flat compared to fiscal 2013.

Excluding the extra week last year, the improvement in segment margin was primarily due to an increase in merchandise margin for fiscal 2014, despite higher markdowns taken in the fourth quarter.

Fiscal 2014 segment margin was reduced by 0.2 percentage points due to the impact of our e-commerce businesses but this decline in margin was largely offset by the benefit of some expense leverage and reduced incentive compensation costs as compared to the prior year.

| | | | | | | | | | | | | |

The increase was driven by expense leverage on the 7% same store sales increase, primarily buying and occupancy costs.

Fiscal 2013 was another record year for us.

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| | • | | All of our divisions exceeded our expectations in fiscal 2013, posting strong same store sales increases and increases in segment profits. |

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| | — | | In fiscal 2013, we continued to drive the growth of our divisions. |

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| | • | | At February 2, 2013, the number of stores in operation was up 5% and selling square footage was up 4% over the end of fiscal 2012. We expect to end fiscal 2014 with 3,200 stores, which would represent a 5% increase in our consolidated store base and a 4% increase in our selling square footage. |

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| | • | | All of our divisions posted strong same store sales increases, driven by increases in customer traffic. New T.J. Maxx and Marshalls stores performed well as we expanded into more rural markets as well as major cities. The Marshalls chain in Canada also has performed well and TJX Europe regained its momentum with a very strong 10% same store sales increase. |

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| | • | | We invested in e-commerce. In December, 2012, we purchased Sierra Trading Post, an off-price internet retailer. We expect to launch our T.J. Maxx website in a small, controlled mode in the second half of fiscal 2014. |

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| | — | | We continued our focus on operating with lean inventories, driving rapid merchandise turns and controlling expenses. |

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| | • | | Our cost of sales ratio for fiscal 2013 improved 1.1 percentage points to 71.6% compared to fiscal 2012 and improved 1.0 percentage points compared to an adjusted basis for fiscal 2012. The improvements over last year were primarily due to improved merchandise margins and buying and occupancy expense leverage. |

Consolidated net sales for fiscal 2012 totaled $23.2 billion, a 6% increase over $21.9 billion in fiscal 2011.

The increase reflected a 5% increase from new stores, a 4% increase from same store sales and a 1% increase from foreign currency exchange rates, offset in part by a 4% decrease due to the elimination of sales from stores operating under the A.J. Wright banner.

(The fiscal 2012 sales from the converted A.J. Wright stores are included in new store sales.)

Same store sales of our home, dresses, men’s, shoes and accessories categories were particularly strong.

Geographically, same store sales increases in the U.S. were strong throughout most regions, with Florida and the Southwest performing above the consolidated average and the Midwest trailing the consolidated average.

For the full fiscal year 2012, the same store sales increase for TJX Europe was well below the consolidated average, and same store sales at TJX Canada decreased from the prior year, but both Europe and Canada posted strong same store sales gains in the fourth quarter of fiscal 2012.

Same store sales of our foreign segments are calculated on a

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| Provision (credit) for Computer Intrusion related expenses | | | — | | | | — | | | | — | | | | (0.1 | ) | | | — | |

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The increase in the adjusted selling, general and administrative expense ratio in fiscal 2012 compared to fiscal 2011 was driven by increased general corporate expenses, primarily investment in new systems, talent and e-commerce, costs associated with a voluntary retirement program and fourth quarter charges and write-offs at TJX Canada and TJX Europe (see segment discussions below), offset in part by expense leverage on strong same store sales, particularly at HomeGoods.

Gross interest expense has remained fairly constant over the last three fiscal years.

The decrease in the effective income tax rate for fiscal 2012 as compared to fiscal 2011 is primarily attributable to a reduction in the fiscal 2012 tax reserves related to the favorable resolution of U.S. Federal tax audits, partially offset by an increase in state and U.S. Federal tax reserves, for a net decrease in the provision.

Fiscal 2013 diluted earnings per share included an approximate $0.08 per share benefit due to the impact of the 53rd week in the fiscal 2013 calendar.

Adjusted diluted earnings per share were $1.99 for fiscal 2012 and $1.75 for fiscal 2011 (see Adjusted Financial Measures).

Our stock repurchases benefit our earnings per share.

_Discontinued operations and net income_: In fiscal 2011, we had a net gain from discontinued operations reflecting an after-tax benefit of $3.6 million (which did not impact diluted earnings per share) as a result of a $6 million pre-tax reduction of the estimated cost of settling lease-related obligations of former businesses.

Net income, which includes the impact of these discontinued operations, was $1.9 billion, or $2.55 per share, for fiscal 2013, $1.5 billion, or $1.93 per share, for fiscal 2012, and $1.3 billion, or $1.65 per share, for fiscal 2011.

We adjusted them to exclude:

[removed: TJX is exposed to market risks in the ordinary course of business, some] [added: Some] potential market risks are discussed below:

We are exposed to foreign currency exchange rate risk on the translation of our foreign operations into the U.S. dollar and on purchases of goods in currencies that are not the local currencies of stores where the goods are sold and on intercompany debt and interest payable between [added: and among] our domestic and international operations.

As more fully described in Note [removed: E] [added: F] to our consolidated financial statements, we use derivative financial instruments to hedge a portion of certain merchandise purchase commitments, primarily at our international operations, and [added: a portion of our] intercompany transactions with [added: and within] our international operations.

As of February [removed: 2, 2013,] [added: 1, 2014,] the analysis indicated that such an adverse movement would not have a material effect on our consolidated financial position but could have reduced our pre-tax income for fiscal [removed: 2013] [added: 2014] by approximately [removed: $65] [added: $68] million.

Equity Price [added: and Other Market] Risk

The assets of our [added: funded] qualified pension plan, a large portion of which are equity securities, are subject to the risks and uncertainties of the financial markets.

We invest the pension assets [added: (described further] in [added: Note J to the consolidated financial statements) in] a manner that attempts to minimize and control our exposure to market uncertainties.

A significant decline in the financial markets could adversely affect the value of our pension plan assets and the funded status of our pension plan, [removed: resulting] [added: which could result] in increased [added: required] contributions to the [removed: plan.][added: plan or increase other plan-related liabilities.]

TJX is exposed to market risks in the ordinary course of business.

Our pension plan investment policy prohibits the use of derivatives for speculative purposes.

We do not enter into derivatives for speculative or trading purposes.

Our over [removed: 3,000] [added: 3,200] stores offer a rapidly changing assortment of quality, fashionable, [removed: brand-name] [added: brand name] and designer merchandise at prices generally 20% to 60% below department and specialty store regular [removed: prices,] [added: prices on comparable merchandise,] every day.

[added: _Our Businesses._] We operate our business in four major divisions: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX Europe.

[removed: MARMAXX:][added: _MARMAXX_:]

Our T.J. Maxx and Marshalls chains in the United States (referred to together as The Marmaxx Group or Marmaxx) are collectively the largest off-price retailer in the United States with a total of [removed: 1,940] [added: 2,021] stores.

[removed: HOMEGOODS:][added: _HOMEGOODS_:]

Our HomeGoods chain, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 415] [added: 450] stores, HomeGoods offers a broad array of home [added: fashions, including home] basics, giftware, accent furniture, lamps, rugs, wall décor, decorative accessories from around the world, seasonal and other merchandise.

[removed: TJX CANADA:][added: _TJX CANADA:_]

Our TJX Canada division operates the Winners, [removed: Marshalls and] HomeSense [added: and Marshalls] chains in Canada.

The merchandise offering at its [removed: 222] [added: 227] stores across Canada is comparable to T.J. [removed: Maxx.][added: Maxx, with select stores offering fine jewelry and The Runway, a designer section.]

HomeSense has [removed: 88] [added: 91] stores with a merchandise mix of home fashions similar to HomeGoods.

We brought Marshalls to Canada in [removed: fiscal 2012] [added: 2011] and operate [removed: 14] [added: 27] Marshalls stores in Canada.

[removed: TJX EUROPE:][added: _TJX EUROPE:_]

Launched in 1994, T.K. Maxx introduced off-price to Europe and remains Europe’s only major [added: brick-and-mortar] off-price retailer of apparel and home [added: fashions.]

With [removed: 343] [added: 371] stores, T.K. Maxx operates in the U.K., Ireland, Germany and Poland.

Through its stores [removed: and,] [added: and its e-commerce website] for the [removed: U.K, an online website,] [added: U.K., tkmaxx.com,] T.K. Maxx offers a merchandise mix similar to T.J. Maxx, Marshalls and Winners.

Its [removed: 24] [added: 28] stores in the U.K. offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

_Flexible Business Model._ Our flexible off-price business model, including our opportunistic buying, inventory management, logistics and store layouts, is designed to deliver our customers a compelling value proposition of [removed: fashionable quality brand-name] [added: fashionable, quality, brand name] and designer merchandise at excellent values.

We seek out and select [added: merchandise] from the broad range of opportunities in the marketplace to achieve this end.

Our buying organization, which numbers over [removed: 800 individuals] [added: 900 associates] in 13 buying offices in ten countries, executes this opportunistic buying strategy in a variety of ways, depending on market conditions and other factors.

We take advantage of opportunities to acquire merchandise at substantial discounts that regularly arise from the production and flow of inventory in the apparel and home fashions marketplace, which include, among others, order cancellations, manufacturer overruns, closeouts and special [removed: production.][added: production direct from brands and factories.]

In contrast to traditional retailers, which [removed: typically] [added: tend to] order [added: most of their] goods far in advance of the time the product appears on the selling floor, our merchants [removed: are] [added: remain] in the marketplace [added: throughout the year,] frequently looking for opportunities to buy merchandise.

We also buy some [removed: merchandise, which we refer to as “packaway,”] [added: merchandise that is available in the market] with the intention of storing it for [removed: sale] [added: sale, typically] in future selling seasons.

We generally make these [removed: packaway purchases] [added: purchases, referred to as packaway,] in response to opportunities in the marketplace to buy merchandise that we believe has the right combination of brand, fashion, quality and price to supplement the product we expect to be available to purchase later for those future seasons.

We also develop some [removed: merchandise, which we refer to as private label,] [added: merchandise] that is produced for us under in-house and licensed brands.

We generally acquire this type of [removed: merchandise] [added: merchandise, referred] to [added: as private label, to] supplement the depth [removed: of] [added: of,] or fill [removed: gaps] [added: gaps,] in our expected merchandise assortment.

Our expansive vendor [removed: universe] [added: universe, which] is in excess of 16,000, consists primarily of manufacturers along with retailers and [removed: others,] [added: other vendors,] and provides us substantial and diversified access to merchandise.

We have not experienced difficulty in obtaining sufficient quality merchandise for our business in either favorable or difficult [removed: retail environments and expect this will continue as we continue to grow.]

We believe a number of factors [removed: make us an attractive outlet for the vendor community and] provide us excellent access on an ongoing basis to leading branded [removed: merchandise.][added: merchandise and make us an attractive channel for many vendors in the market.]

We are typically willing to purchase less-than-full assortments of items, styles and sizes as well as quantities ranging from small to very large; we are able to disperse merchandise across our [added: geographically diverse network of stores and to target specific markets; we pay promptly; we generally do not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or return privileges and we have financial strength and an excellent credit rating.]

_Pricing._ Our mission is to offer quality, fashionable, [removed: brand-name] [added: brand name] and designer merchandise in our stores with retail prices that are generally 20% to 60% below department and specialty store regular retail [removed: prices,] [added: prices on comparable merchandise,] every day.

Our advertising is generally focused on [added: promoting] our [added: retail] banners rather than individual products, including at times promoting [removed: all] [added: multiple] banners [removed: in each division] together, which contributes to our advertising budget [removed: as] [added: (as] a percentage of [removed: sales] [added: sales)] remaining low compared to many traditional retailers.

_Customer Service/Shopping Experience._ We are in the process of renovating and upgrading stores across our [added: retail] banners to enhance our customers’ shopping experience and help drive sales.

[removed: Distribution.] [added: _Distribution._] We operate distribution centers encompassing approximately [removed: 11] [added: 12] million square feet in five countries.

We shipped approximately [removed: 2.0] [added: 2] billion units to our stores during fiscal [removed: 2013.][added: 2014.]

The following table provides information on the store growth of our four divisions in the last two fiscal years, our growth estimates for fiscal [removed: 2014] [added: 2015] and our estimates of the store growth potential of [removed: the current chains in] these divisions in their current geographies:

| | | [removed: | Fiscal 2012] [added: Fiscal 2014] | | | | Fiscal 2013 | | | | Fiscal [removed: 2014 (estimated) | | | | | | |] [added: 2012] | | |

| T.J. Maxx | | | 29,000 | | | | [removed: 983] [added: 1,036] | | | | [removed: 1,036] [added: 1,079] | | | | | | | | | |

| Marshalls | | | 31,000 | | | | [removed: 884] [added: 904] | | | | [removed: 904] [added: 942] | | | | | | | | | |

| HomeGoods | | | 25,000 | | | | [removed: 374] [added: 415] | | | | [removed: 415] [added: 450] | | | | [removed: 445] [added: 485] | | | | [removed: 750-825] [added: 825] | |

| Winners | | | 29,000 | | | | [removed: 216] [added: 222] | | | | [removed: 222] [added: 227] | | | | | | | | [removed: 240] | |

Our opportunistic buying strategies and flexible business model also differentiate us from traditional retailers.

We acquire merchandise in a variety of ways to support that goal.

We launched our new e-commerce website, tjmaxx.com in 2013.

Additionally, we operate Sierra Trading Post, acquired in 2012, a leading off-price Internet retailer of brand name outdoor gear, family apparel and footwear, sporting goods and home fashions.

Sierra Trading Post launched its e-commerce site, sierratradingpost.com, in 1998 and operates four retail stores in the U.S.

retail environments and expect this will continue as we continue to grow.

| | | | Fiscal 2013 | | | | Fiscal 2014 | | | | Fiscal 2015 (estimated) | | | | | | | | | |

| | | | | | | | 1,940 | | | | 2,021 | | | | 2,096 | | | | 3,000 | |

| | | | | | | | 324 | | | | 345 | | | | 365 | | | | 450 | |

| | | | | | | | 367 | | | | 399 | | | | 439 | | | | 875 | |

| TJX Total | | | | | | | 3,050 | (1) | | | 3,219 | (1) | | | 3,391 | (1) | | | 5,150 | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | 76 | % | | | 76 | % | | | 76 | % |

| Apparel | | | | | | | | | | | | |

_A.J.

Late in fiscal 2013 we acquired Sierra Trading Post (STP), an off-price Internet retailer in the U.S. The results of STP are reported in our Marmaxx segment.

| California | | | 107 | | | | 127 | | | | 52 | |

| Total Stores | | | 1,079 | | | | 942 | | | | 450 | |

| | | | | | | | | | | | | |

| Ontario | | | 104 | | | | 42 | | | | 20 | |

| | | | | | | | | | | | | |

| | | | | | | | | |

_Our Businesses_.

We intend to launch, in a small, controlled mode, a T.J. Maxx website in fiscal 2014.

fashions.

In December 2012, we acquired Sierra Trading Post, an off-price on-line retailer of apparel and home fashions, which we are maintaining as a separate banner.

geographically diverse network of stores and to target specific markets; we pay promptly; and we generally do not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or return privileges.

We provide vendors an outlet with financial strength and an excellent credit rating.

| | | | | | | | 1,867 | | | | 1,940 | | | | 2,015 | | | | 2,400-2,600 | |

| | | | | | | | 308 | | | | 324 | | | | 344 | | | | 420-430 | |

| | | | | | | | 356 | | | | 367 | | | | 392 | | | | 750-875 | |

| TJX Total | | | | | | | 2,905 | | | | 3,050 | (3) | | | 3,200 | (3) | | | 4,320-4,730 | |

| (1) | Includes U.K., Ireland, Germany and Poland only |

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| (2) | Includes U.K. and Ireland only |

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| | | | 77 | % | | | 76 | % | | | 76 | % |

| | | Fiscal 2011 | | | | Fiscal 2012 | | | | Fiscal 2013 | | |

T.J. Maxx, Marshalls or HomeGoods banners and closing A.J.Wright’s remaining 72 stores, two distribution centers and home office.

TJX Europe operates our T.K. Maxx and HomeSense chains in Europe.

A.J. Wright ceased to be a segment following its consolidation.

Sierra Trading Post is reported as part of the Marmaxx segment.

| California | | | 98 | | | | 126 | | | | 45 | |

| Total Stores | | | 1,036 | | | | 904 | | | | 415 | |

| Ontario | | | 101 | | | | 41 | | | | 14 | |

TJX is subject to certain legal [removed: proceedings] [added: proceedings, lawsuits, disputes] and claims that arise from time to time in the ordinary course of our business.

The lawsuits [added: are in various procedural stages and] seek unspecified monetary damages, injunctive relief and attorneys’ fees.

TJX is vigorously defending these claims.

These lawsuits include _Ebo v.

The TJX Companies, et al_., Superior Court of CA, Los Angeles County Superior Court, BC380575, November 13, 2007 and _Ahmed v.

T.J. Maxx Corp. et al_., U.S. District Court, Eastern District of New York, 10-CV-03609, August 5, 2010.

Case No 4:12 cv 558, May 17, 2012.

For the fiscal year ended February [removed: 2, 2013][added: 1, 2014]

See [removed: definition] [added: the definitions] of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting common stock held by non-affiliates of the registrant on [removed: July 28, 2012] [added: August 3, 2013, the last business day of the registrant’s most recently completed second fiscal quarter,] was [removed: $32,702,582,804] [added: $38,305,480,702] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 723,902,001] [added: 703,683,274] shares of the registrant’s common stock, $1.00 par value, outstanding as of [removed: February 2, 2013.][added: March 1, 2014.]

Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Stockholders to be held on June [removed: 11, 2013] [added: 10, 2014] (Part III).

This Form 10-K and our [removed: 2012] [added: 2013] 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 [removed: 2012] [added: 2013] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

10-K 1 d650209d10k.htm 10-K

10-K 1 d472940d10k.htm FORM 10-K

We lease virtually all of our over [removed: 3,000] [added: 3,200] store locations, generally for 10-year terms with options to extend the lease term for one or more 5-year [removed: periods.][added: periods in the U.S. and Canada, and 10 to 15-year terms with options to end the lease after 5 or 10 years in Europe.]

The following is a summary of our primary owned and leased distribution centers and primary administrative office locations as of February [removed: 2, 2013.][added: 1, 2014.]

| | | Las Vegas, Nevada | | 713,000 s.f. [removed: shared with Marshalls] – owned |

| Marshalls | | [removed: Tolleson, Arizona] Decatur, Georgia | | [removed: 303,000 s.f.—leased] 780,000 s.f.—owned |

| | | Walsall, England | | [removed: 277,000] [added: 274,000] s.f.—leased |

| | | Bergheim, Germany [removed: Wroclaw, Poland] | | 322,000 s.f.—leased [removed: 303,000 s.f.—leased] |

| Corporate, Marmaxx, HomeGoods | | Framingham and [removed: Westboro,] [added: Marlborough,] Massachusetts | | [removed: 1,290,000 s.f.—leased/owned] [added: 1,576,000 s.f.—owned] in several buildings |

| TJX Europe | | Watford, England | | [removed: 81,000] [added: 154,000] s.f.—leased |

| | | Dusseldorf, Germany | | [removed: 21,000] [added: 29,000] s.f.—leased |

Sierra Trading Post, acquired [added: late] in [removed: December 2012, is located] [added: fiscal 2013, owns two fulfillment centers] in [removed: Cheyenne,] Wyoming [added: totaling approximately 300,000 square feet] and [removed: owns] a 60,000 square foot home office facility [removed: and a 223,000 square foot fulfillment center.][added: in Cheyenne, Wyoming.]

| | | Phoenix, Arizona | | 1,139,000 s.f.—owned |

| | | Wroclaw, Poland | | 303,000 s.f.—leased |

In addition to the office space listed above, TJX acquired approximately 700,000 square feet of office space in Marlborough, Massachusetts during fiscal 2013, which when ready for use is expected to replace some of the leased space in Framingham and Westboro, Massachusetts.

The quarterly high and low sale prices for our common stock for fiscal [removed: 2013] [added: 2014] and fiscal [removed: 2012] [added: 2013] are as follows:

| | | Fiscal [removed: 2013] [added: 2014] | | | | | | | | Fiscal [removed: 2012] [added: 2013] | | | | | | |

| First | | $ | [removed: 42.56] [added: 49.71] | | | $ | [removed: 33.41] [added: 43.43] | | | $ | [removed: 27.00] [added: 42.56] | | | $ | [removed: 23.48] [added: 33.41] | |

| Second | | $ | [removed: 45.39] [added: 54.08] | | | $ | [removed: 39.46] [added: 48.71] | | | $ | [removed: 28.39] [added: 45.39] | | | $ | [removed: 24.60] [added: 39.46] | |

| Third | | $ | [removed: 46.67] [added: 61.29] | | | $ | [removed: 40.38] [added: 50.31] | | | $ | [removed: 30.64] [added: 46.67] | | | $ | [removed: 25.07] [added: 40.38] | |

| Fourth | | $ | [removed: 45.64] [added: 64.38] | | | $ | [removed: 40.08] [added: 56.47] | | | $ | [removed: 34.22] [added: 45.64] | | | $ | [removed: 28.60] [added: 40.08] | |

The approximate number of common shareholders at February [removed: 2, 2013] [added: 1, 2014] was [removed: 107,800.][added: 142,700.]

Our Board of Directors declared four quarterly dividends of [removed: $0.115] [added: $0.145] per share for fiscal [removed: 2013] [added: 2014] and [removed: $0.095] [added: $0.115] per share for fiscal [removed: 2012.][added: 2013.]

While our dividend policy is subject to periodic review by our Board of Directors, we are currently planning to pay a [removed: $0.145] [added: $0.175] per share quarterly dividend in fiscal [removed: 2014,] [added: 2015,] subject to declaration and approval by our Board of Directors, and currently intend to continue to pay comparable dividends in the future.

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2013] [added: 2014] and the average price paid per share are as follows:

| (3) | During the [removed: first] [added: third] quarter of fiscal [removed: 2013, we] [added: 2014, TJX] completed [removed: a $1] [added: the $2] billion [removed: stock repurchase] program [removed: announced] [added: authorized] in [removed: February 2011] [added: January 2012] and initiated a [removed: $2] [added: $1.5] billion stock repurchase program announced in February [removed: 2012.] [added: 2013.] Under this [removed: new] program, we repurchased a total of [removed: 24.7] [added: 8.6] million shares [removed: of common stock] (including [removed: 8.1] [added: 7.3] million in [removed: shares in] the fourth quarter) at a cost of [removed: $1.1 billion] [added: $530 million] in fiscal [removed: 2013.] [added: 2014 and as of February 1, 2014 approximately $970 million remained available for purchase.] Additionally, [removed: in] [added: on] February [removed: 2013,] [added: 26, 2014,] we announced our [removed: 14th] [added: 15th] stock repurchase program [removed: for] [added: authorizing] an additional [removed: $1.5 billion.] [added: $2.0 billion in repurchases from time to time.] |

| November 3, 2013 through November 30, 2013 | | | 1,645,791 | | | $ | 62.57 | | | | 1,645,791 | | | $ | 1,321,755,068 | |

| December 1, 2013 through January 4, 2014 | | | 3,165,900 | | | $ | 62.54 | | | | 3,165,900 | | | $ | 1,123,760,477 | |

| January 5, 2014 through February 1, 2014 | | | 2,491,326 | | | $ | 61.81 | | | | 2,491,326 | | | $ | 969,760,788 | |

| Total: | | | 7,303,017 | | | | | | | | 7,303,017 | | | | | |

On February 2, 2012, we effected a two-for-one stock split in the form of a stock dividend to shareholders of record as of January 17, 2012.

All share and per share information has been retroactively adjusted to reflect the stock split.

| October 28, 2012 through November 24, 2012 | | | 2,239,417 | | | $ | 41.98 | | | | 2,239,417 | | | $ | 1,180,719,276 | |

| November 25, 2012 through December 29, 2012 | | | 2,974,339 | | | $ | 43.03 | | | | 2,974,339 | | | $ | 1,052,719,350 | |

| December 30, 2012 through February 2, 2013 | | | 2,885,100 | | | $ | 44.37 | | | | 2,885,100 | | | $ | 924,719,463 | |

| Total: | | | 8,098,856 | | | | | | | | 8,098,856 | | | | | |

| Dollars in millions | | [removed: | | | |] Fiscal Year Ended January | | | | | | | | | | | | | | | [added: | | | |]

| except per share amounts | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| | | [removed: (53 Weeks)] | | | | [added: (53 Weeks)] | | | | | | | | | | | | [removed: (53 Weeks)] | | |

| Net sales | | $ | [removed: 25,878] [added: 27,423] | | | $ | [removed: 23,191] [added: 25,878] | | | $ | [removed: 21,942] [added: 23,191] | | | $ | [removed: 20,288] [added: 21,942] | | | $ | [removed: 19,000] [added: 20,288] | |

| Income from continuing operations | | $ | [removed: 1,907] [added: 2,137] | | | $ | [removed: 1,496] [added: 1,907] | | | $ | [removed: 1,340] [added: 1,496] | | | $ | [removed: 1,214] [added: 1,340] | | | $ | [removed: 915] [added: 1,214] | |

| Weighted average common shares for diluted earnings per share calculation (in thousands)(1) | | | [removed: 747,555] [added: 726,376] | | | | [removed: 773,772] [added: 747,555] | | | | [removed: 812,826] [added: 773,772] | | | | [removed: 855,239] [added: 812,826] | | | | [removed: 884,510] [added: 855,239] | |

| Diluted earnings per share from continuing operations(1) | | $ | [removed: 2.55] [added: 2.94] | | | $ | [removed: 1.93] [added: 2.55] | | | $ | [removed: 1.65] [added: 1.93] | | | $ | [removed: 1.42] [added: 1.65] | | | $ | [removed: 1.04] [added: 1.42] | |

| Cash dividends declared per share(1) | | $ | [removed: 0.46] [added: 0.58] | | | $ | [removed: 0.38] [added: 0.46] | | | $ | [removed: 0.30] [added: 0.38] | | | $ | [removed: 0.24] [added: 0.30] | | | $ | [removed: 0.22] [added: 0.24] | |

| Cash and cash equivalents | | $ | [removed: 1,812] [added: 2,150] | | | $ | [removed: 1,507] [added: 1,812] | | | $ | [removed: 1,742] [added: 1,507] | | | $ | [removed: 1,615] [added: 1,742] | | | $ | [removed: 454] [added: 1,615] | |

| Working capital | | $ | [removed: 1,951] [added: 2,550] | | | $ | [removed: 2,069] [added: 1,951] | | | $ | [removed: 1,966] [added: 2,069] | | | $ | [removed: 1,909] [added: 1,966] | | | $ | [removed: 858] [added: 1,909] | |

| Total assets | | $ | [removed: 9,512] [added: 10,201] | | | $ | [removed: 8,282] [added: 9,512] | | | $ | [removed: 7,972] [added: 8,282] | | | $ | [removed: 7,464] [added: 7,972] | | | $ | [removed: 6,178] [added: 7,464] | |

| Capital expenditures | | $ | [removed: 978] [added: 947] | | | $ | [removed: 803] [added: 978] | | | $ | [removed: 707] [added: 803] | | | $ | [removed: 429] [added: 707] | | | $ | [removed: 583] [added: 429] | |

| Long-term obligations(2) | | $ | [removed: 775] [added: 1,274] | | | $ | [removed: 785] [added: 775] | | | $ | [removed: 788] [added: 785] | | | $ | [removed: 790] [added: 788] | | | $ | [removed: 384] [added: 790] | |

| Shareholders’ equity | | $ | [removed: 3,666] [added: 4,230] | | | $ | [removed: 3,209] [added: 3,666] | | | $ | [removed: 3,100] [added: 3,209] | | | $ | [removed: 2,889] [added: 3,100] | | | $ | [removed: 2,135] [added: 2,889] | |

| After-tax return (continuing operations) on average shareholders’ equity | | | [removed: 55.5] [added: 54.1] | % | | | [removed: 47.4] [added: 55.5] | % | | | [removed: 44.7] [added: 47.4] | % | | | [removed: 48.3] [added: 44.7] | % | | | [removed: 42.9] [added: 48.3] | % |

| Total debt as a percentage of total capitalization(3) | | | [removed: 17.4] [added: 23.2] | % | | | [removed: 19.7] [added: 17.4] | % | | | [removed: 20.3] [added: 19.7] | % | | | [removed: 21.5] [added: 20.3] | % | | | [removed: 26.7] [added: 21.5] | % |

| T.J. Maxx | | | [removed: 1,036] [added: 1,079] | | | | [removed: 983] [added: 1,036] | | | | [removed: 923] [added: 983] | | | | [removed: 890] [added: 923] | | | | [removed: 874] [added: 890] | |

| Marshalls | | | [removed: 904] [added: 942] | | | | [removed: 884] [added: 904] | | | | [removed: 830] [added: 884] | | | | [removed: 813] [added: 830] | | | | [removed: 806] [added: 813] | |

| Sierra Trading Post | | | 4 | | | | [removed: —] [added: 4] | | | | — | | | | — | | | | — | |

| HomeGoods | | | [removed: 415] [added: 450] | | | | [removed: 374] [added: 415] | | | | [removed: 336] [added: 374] | | | | [removed: 323] [added: 336] | | | | [removed: 318] [added: 323] | |

| A.J. Wright(4) | | | — | | | | — | | | | [removed: 142] [added: —] | | | | [removed: 150] [added: 142] | | | | [removed: 135] [added: 150] | |

| Winners | | | [removed: 222] [added: 227] | | | | [removed: 216] [added: 222] | | | | [removed: 215] [added: 216] | | | | [removed: 211] [added: 215] | | | | [removed: 202] [added: 211] | |

| HomeSense | | | [removed: 88] [added: 91] | | | | [removed: 86] [added: 88] | | | | [removed: 82] [added: 86] | | | | [removed: 79] [added: 82] | | | | [removed: 75] [added: 79] | |

| Marshalls | | | [removed: 14] [added: 27] | | | | [removed: 6] [added: 14] | | | | [removed: —] [added: 6] | | | | — | | | | — | |

| T.K. Maxx | | | [removed: 343] [added: 371] | | | | [removed: 332] [added: 343] | | | | [removed: 307] [added: 332] | | | | [removed: 263] [added: 307] | | | | [removed: 235] [added: 263] | |

| HomeSense | | | [removed: 24] [added: 28] | | | | 24 | | | | 24 | | | | [removed: 14] [added: 24] | | | | [removed: 7] [added: 14] | |

| Total | | | [removed: 3,050] [added: 3,219] | | | | [removed: 2,905] [added: 3,050] | | | | [removed: 2,859] [added: 2,905] | | | | [removed: 2,743] [added: 2,859] | | | | [removed: 2,652] [added: 2,743] | |

| T.J. Maxx | | | [removed: 23,894] [added: 24,712] | | | | [removed: 22,894] [added: 23,894] | | | | [removed: 21,611] [added: 22,894] | | | | [removed: 20,890] [added: 21,611] | | | | [removed: 20,543] [added: 20,890] | |

| Marshalls | | | [removed: 22,380] [added: 23,092] | | | | [removed: 22,042] [added: 22,380] | | | | [removed: 20,912] [added: 22,042] | | | | [removed: 20,513] [added: 20,912] | | | | [removed: 20,388] [added: 20,513] | |

| Sierra Trading Post | | | 83 | | | | [removed: —] [added: 83] | | | | — | | | | — | | | | — | |

| HomeGoods | | | [removed: 8,210] [added: 8,865] | | | | [removed: 7,391] [added: 8,210] | | | | [removed: 6,619] [added: 7,391] | | | | [removed: 6,354] [added: 6,619] | | | | [removed: 6,248] [added: 6,354] | |

| A.J. Wright(4) | | | — | | | | — | | | | [removed: 2,874] [added: —] | | | | [removed: 3,012] [added: 2,874] | | | | [removed: 2,680] [added: 3,012] | |

| Winners | | | [removed: 5,115] [added: 5,196] | | | | [removed: 5,008] [added: 5,115] | | | | [removed: 4,966] [added: 5,008] | | | | [removed: 4,847] [added: 4,966] | | | | [removed: 4,647] [added: 4,847] | |

| HomeSense | | | [removed: 1,698] [added: 1,748] | | | | [removed: 1,670] [added: 1,698] | | | | [removed: 1,594] [added: 1,670] | | | | [removed: 1,527] [added: 1,594] | | | | [removed: 1,437] [added: 1,527] | |

| Marshalls | | | [removed: 363] [added: 666] | | | | [removed: 162] [added: 363] | | | | [removed: —] [added: 162] | | | | — | | | | — | |

| T.K. Maxx | | | [removed: 7,830] [added: 8,383] | | | | [removed: 7,588] [added: 7,830] | | | | [removed: 7,052] [added: 7,588] | | | | [removed: 6,106] [added: 7,052] | | | | [removed: 5,404] [added: 6,106] | |

| HomeSense | | | [removed: 411] [added: 464] | | | | [removed: 402] [added: 411] | | | | 402 | | | | [removed: 222] [added: 402] | | | | [removed: 107] [added: 222] | |

| Total | | | [removed: 69,984] [added: 73,209] | | | | [removed: 67,157] [added: 69,984] | | | | [removed: 66,030] [added: 67,157] | | | | [removed: 63,471] [added: 66,030] | | | | [removed: 61,454] [added: 63,471] | |

| (1) | Fiscal [removed: 2011, fiscal 2010] [added: 2011] and fiscal [removed: 2009] [added: 2010] have been restated to reflect the two-for-one stock split effected in February 2012. |

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The information required by this item may be found on pages F-1 through [removed: F-31] [added: F-34] of this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal [removed: 2013] [added: 2014] identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial [added: reporting as of February 1, 2014 based on the framework in _Internal Control—Integrated Framework_ issued in 1992 by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).]

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of February [removed: 2, 2013.][added: 1, 2014.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on our consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of February [removed: 2, 2013,] [added: 1, 2014,] and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein.

Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Therefore, even those systems designed to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

reporting as of February 2, 2013 based on the framework in _Internal Control—Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

The following are the executive officers of TJX as of April [removed: 2, 2013:][added: 1, 2014:]

| Bernard Cammarata | | | [removed: 73] [added: 74] | | | Chairman of the Board since 1999. Acting Chief Executive Officer from September 2005 to January 2007 and Chief Executive Officer from 1989 to 2000. Led TJX and its former TJX subsidiary and T.J. Maxx Division from the organization of the business in 1976 until 2000, including serving as Chief Executive Officer and President of TJX, Chairman and President of TJX’s T.J. Maxx Division, and Chairman of The Marmaxx Group. |

| Ernie Herrman | | | [removed: 52] [added: 53] | | | President since January 2011. Senior Executive Vice President, Group President from August 2008 to January 2011. Senior Executive Vice President from 2007 to 2008 and President, Marmaxx from 2005 to 2008. Senior Executive Vice President, Chief Operating Officer, Marmaxx from 2004 to 2005. Executive Vice President, Merchandising, Marmaxx from 2001 to 2004. Various merchandising positions with TJX since [removed: joining in] 1989. |

| Scott Goldenberg | | | [removed: 59] [added: 60] | | | Executive Vice President and Chief Financial Officer since January 2012. Executive Vice President, Finance from June 2009 to January 2012. Senior Vice President, Corporate Controller from 2007 to 2009 and Senior Vice President, Director of Finance, Marmaxx, from 2000 to 2007. Various financial positions with TJX from 1983 to 1988 and 1997 to 2000. |

| Michael MacMillan | | | [removed: 56] [added: 57] | | | Senior Executive Vice President, Group President, TJX Europe since January 2012. Senior Executive Vice President, Group President from 2011 to January 2012. President, Marmaxx from 2008 to 2011. President, Winners Merchants International (WMI) from 2003 to 2008, Executive Vice President, WMI from 2000 to 2003. Previous finance positions from 1985 to 2000. |

| Carol Meyrowitz | | | [removed: 59] [added: 60] | | | Chief Executive Officer since January 2007, Director since 2006 and President from 2005 to January 2011. Consultant to TJX from January 2005 to October 2005. Senior Executive Vice President from March 2004 to January 2005. President, Marmaxx from 2001 to January 2005. Executive Vice President of TJX from 2001 to 2004. Various [added: senior management and] merchandising positions with TJX since joining in [removed: 1987.] [added: 1983.] |

| Jerome Rossi | | | [removed: 69] [added: 70] | | | Senior Executive Vice President, Group President, since January 2007. Senior Executive Vice President, Chief Operating Officer, Marmaxx from 2005 to 2007. President, HomeGoods, from 2000 to 2005. Executive Vice President, Store Operations, Human Resources and Distribution Services, Marmaxx from 1996 to 2000. |

| Richard Sherr | | | [removed: 55] [added: 56] | | | Senior Executive Vice President, Group President, since January 2012. President, HomeGoods from 2010 to 2012. Chief Operating Officer, Marmaxx from 2007 until 2010. Various merchandising positions at TJX from 1992 to 2007. |

| Nan Stutz | | | [removed: 55] [added: 56] | | | Senior Executive Vice President, Group President, since February 2011. Group President from 2010 to 2011. President, HomeGoods from 2007 to 2010, Executive Vice President, Merchandise and Marketing from 2006 to 2007 and Senior Vice President, Merchandise and Marketing from 2005 to 2006. Various merchandising positions with TJX since 1990. |

The executive officers hold office until the next annual meeting of the Board in June [removed: 2013] [added: 2014] and until their successors are elected and qualified.

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 February [removed: 2, 2013] [added: 1, 2014] (Proxy Statement).

[added: Item and not given in this Item will appear under the headings “Election of Directors” and “Corporate] Governance,” including in “Board Committees and [removed: Meetings”,] [added: Meetings,”] “Audit Committee Report” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement, which sections are incorporated in this item by reference.

Both of these codes of conduct are published at [removed: www.tjx.com.][added: tjx.com.]

The information required by this

The information required by this Item and not given in this Item will appear under the headings “Election of Directors” and “Corporate

The information required by this Item will appear under the [removed: heading] [added: headings] “Audit Committee Report” [added: and “Auditor Fees”] in our Proxy Statement, which [removed: section is] [added: sections are] incorporated in this item by reference.

I TEM 15.

Exhibits, Financial Statement Schedules

(a) Financial Statement Schedules

For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page F-1.

Schedule II – Valuation and Qualifying Accounts

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| In thousands | | Balance Beginning of Period | | | | Amounts Charged to Net Income | | | | Write-Offs Against Reserve | | | | Balance End of Period | | |

| Sales Return Reserve: | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 1, 2014 | | $ | 36,618 | | | $ | 1,667,466 | | | $ | 1,666,655 | | | $ | 37,429 | |

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| Fiscal Year Ended February 2, 2013 | | $ | 22,348 | | | $ | 1,603,462 | | | $ | 1,589,192 | | | $ | 36,618 | |

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| Fiscal Year Ended January 28, 2012 | | $ | 17,151 | | | $ | 1,387,956 | | | $ | 1,382,759 | | | $ | 22,348 | |

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| Reserves Related to Former Operations: | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 1, 2014 | | $ | 45,229 | | | $ | (1,872 | ) | | $ | 11,994 | | | $ | 31,363 | |

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| Fiscal Year Ended February 2, 2013 | | $ | 45,381 | | | $ | 16,996 | | | $ | 17,148 | | | $ | 45,229 | |

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| Fiscal Year Ended January 28, 2012 | | $ | 54,695 | | | $ | 33,547 | | | $ | 42,861 | | | $ | 45,381 | |

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| Casualty Insurance Reserve: | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 1, 2014 | | $ | 14,632 | | | $ | 71,093 | | | $ | 71,029 | | | $ | 14,696 | |

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| Fiscal Year Ended February 2, 2013 | | $ | 9,079 | | | $ | 50,730 | | | $ | 45,177 | | | $ | 14,632 | |

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| Fiscal Year Ended January 28, 2012 | | $ | 14,241 | | | $ | (3,942 | ) | | $ | 1,220 | | | $ | 9,079 | |

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| Computer Intrusion Reserve: | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 1, 2014 | | $ | 15,767 | | | $ | — | | | $ | 2,913 | | | $ | 12,854 | |

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| Fiscal Year Ended February 2, 2013 | | $ | 15,864 | | | $ | — | | | $ | 97 | | | $ | 15,767 | |

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| Fiscal Year Ended January 28, 2012 | | $ | 17,340 | | | $ | — | | | $ | 1,476 | | | $ | 15,864 | |

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(b) 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 Exchange Act.

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(a) Financial Statement Schedules

For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page F-1.

Schedule II – Valuation and Qualifying Accounts

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| In thousands | | Balance Beginning of Period | | | | Amounts Charged to Net Income | | | | Write-Offs Against Reserve | | | | Balance End of Period | | |

| Sales Return Reserve: | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 2, 2013 | | $ | 22,348 | | | $ | 1,603,462 | | | $ | 1,589,192 | | | $ | 36,618 | |

| Fiscal Year Ended January 28, 2012 | | $ | 17,151 | | | $ | 1,387,956 | | | $ | 1,382,759 | | | $ | 22,348 | |

| Fiscal Year Ended January 29, 2011 | | $ | 16,855 | | | $ | 1,051,999 | | | $ | 1,051,703 | | | $ | 17,151 | |

| Reserves Related to Former Operations : | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 2, 2013 | | $ | 45,381 | | | $ | 16,996 | | | $ | 17,148 | | | $ | 45,229 | |

| Fiscal Year Ended January 28, 2012 | | $ | 54,695 | | | $ | 33,547 | | | $ | 42,861 | | | $ | 45,381 | |

| Fiscal Year Ended January 29, 2011 | | $ | 35,897 | | | $ | 32,575 | | | $ | 13,777 | | | $ | 54,695 | |

| Casualty Insurance Reserve: | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 2, 2013 | | $ | 9,079 | | | $ | 6,436 | | | $ | 883 | | | $ | 14,632 | |

| Fiscal Year Ended January 28, 2012 | | $ | 14,241 | | | $ | (3,942 | ) | | $ | 1,220 | | | $ | 9,079 | |

| Fiscal Year Ended January 29, 2011 | | $ | 17,116 | | | $ | (555 | ) | | $ | 2,320 | | | $ | 14,241 | |

| Computer Intrusion Reserve: | | | | | | | | | | | | | | | | |

| Fiscal Year Ended February 2, 2013 | | $ | 15,864 | | | $ | — | | | $ | 97 | | | $ | 15,767 | |

| Fiscal Year Ended January 28, 2012 | | $ | 17,340 | | | $ | — | | | $ | 1,476 | | | $ | 15,864 | |

| Fiscal Year Ended January 29, 2011 | | $ | 23,481 | | | $ | (1,550 | ) | | $ | 4,591 | | | $ | 17,340 | |

(b) 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 Exchange Act.

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| --- | --- | --- |

| 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. Certificate of Amendment of Fourth Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3(i) to the Form 10-Q filed for the quarter ended July 28, 2005. |

| 3(ii).1 | | By-laws of TJX, as amended, are incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed on September 22, 2009. |

| 4.1 | | Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009, incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-3 filed on April 2, 2009 (File 333-158360). |

| 4.2 | | First Supplemental Indenture between TJX and U.S. Bank National Association dated as of April 7, 2009, incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 7, 2009. |

| 4.3 | | Second Supplemental Indenture between TJX and U.S. Bank National Association dated as of July 23, 2009, incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed on July 23, 2009. |

| 10.1 | | The Employment Agreement dated as of June 13, 2012 between Bernard Cammarata and TJX is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended July 28, 2012.* |

| 10.2 | | The Employment Agreement dated February 1, 2013 between Carol Meyrowitz and TJX is filed herewith.* |

| 10.3 | | The Employment Agreement dated January 28, 2011 between Jeffrey Naylor and TJX is incorporated herein by reference to Exhibit 10.3 to the Form 10-K filed for the year ended January 29, 2011. The Letter Agreement between Jeffrey Naylor and TJX dated February 1, 2013 is filed herewith.* |

| 10.4 | | The Employment Agreement dated February 1, 2013 between Ernie Herrman and TJX is filed herewith.* |

| 10.5 | | The Employment Agreement dated as of January 29, 2012 between Jerome Rossi and TJX is incorporated herein by reference to Exhibit 10.6 to the Form 10-K filed for the year ended January 28, 2012.* |

| 10.6 | | The Employment Agreement dated January 28, 2011 between Michael MacMillan and TJX is incorporated herein by reference to Exhibit 10.8 to the Form 10-K filed for the year ended January 29, 2011. The Letter Agreement dated January 10, 2012 between and among Michael MacMillan, TJX and NBC Attire, Inc. is incorporated herein by reference to Exhibit 10.10 to the Form 10-K filed for the year ended January 28, 2012.* |

| 10.7 | | The Employment Agreement dated February 1, 2013 between Nan Stutz and TJX is filed herewith.* |