TJX Companies (TJX) 10-K risk factor changes: FY2015 vs FY2014

Our merchants are in the marketplace frequently, as much of our merchandise is purchased for the current or immediately upcoming [removed: season.][added: season, and our opportunistic buying places considerable discretion with them.]

[removed: They] [added: Our business model expects them to] react to frequently changing opportunities and trends in the market, assess the desirability and value of merchandise and generally make determinations of how and what we source as well as when we source it.

If we do not obtain the right fresh, desirable merchandise at the right times, quantities and prices, it could adversely affect [added: customer] traffic [removed: to our stores] as well as our sales and margins.

We may not achieve this at various times or in some divisions or geographies, which could adversely affect our [removed: results or those of one of our segments.][added: results.]

In addition to our own execution, we may need to react to factors affecting inventory flow that are outside our control, discussed further below, such as [removed: extreme] [added: adverse] 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.

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

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

[removed: Successful] [added: For example, successful] store growth requires us to find and lease appropriate real estate on 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; degree of competition for sites; factors affecting costs such as real estate, construction and development [removed: costs,] [added: costs] and costs and availability of capital; and variations in or changes to zoning or other land use regulations.

[removed: We] [added: If and when we enter new markets, we] also may encounter difficulties in attracting [removed: customers when we enter new markets,] [added: customers,] as discussed further [removed: below.][added: below in the risk factor regarding customer trends and preferences.]

New stores may not achieve the same sales or profit levels as our existing stores and adding stores to existing markets may adversely affect [removed: stores’] [added: our] sales and profitability.

[removed: Expansion places increased] [added: These] demands [removed: on] [added: may increase as we grow our business, adding pressure to] 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.

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 [added: in some aspects of the business] increase the risk that our systems and practices will not be implemented appropriately throughout our [removed: company] [added: Company] and that information may not be appropriately shared across our operations, which risks may increase as we continue to [removed: grow.][added: grow, particularly as we expand into additional countries.]

If business information is not shared effectively, or if we are otherwise unable to manage our [added: size or] growth effectively, we may operate with decreased operational efficiency, may need to reduce our rate of expansion of one or more operations or otherwise curtail growth in one or more markets, which may adversely affect our success in executing our business goals and adversely impact our sales and results.

However, doing so across our diverse merchandise categories and in the many markets in the [removed: United States,] [added: U.S.,] Canada and Europe in which we do business on a timely basis is challenging.

Although our business model allows us greater flexibility than many traditional retailers to meet consumer preferences and trends and to expand and contract merchandise categories in response to consumers’ changing tastes, we may not successfully do so, which could [added: add difficulty in attracting new customers, retaining existing customers, encouraging frequent visits and] adversely affect our results.

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 [removed: communication] channels or [removed: other] [added: particular] 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 [added: with the right] speed, among other things, and failure to do so may impact our reputation and our financial results.

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

Our [removed: marketing, advertising and promotional] programs may not be effective or could require increased expenditures, which could have a material adverse effect on our revenue and results of operations.

We may need to adjust [removed: our marketing, advertising and promotional] [added: these] programs [removed: effectively and] more quickly [added: or have more difficulty making them effective] as Internet-based and other digital or mobile communication channels and other social media rapidly evolve, and we may not successfully do so.

_Failure to attract, train and retain quality [removed: associates] [added: Associates] in appropriate numbers, including key [removed: associates] [added: Associates] and management, [removed: as well as costs related to our labor force,] could adversely affect our performance._

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

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

[removed: Because] [added: In addition, 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: _Global economic conditions] [added: _Economic conditions, on a global level or in particular markets,] may adversely affect our financial performance._

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, [removed: increasing] [added: and increase] our pension liabilities, expenses and funding requirements with respect to company-sponsored and multiemployer pension plans.

We suffered an unauthorized intrusion or intrusions [removed: (such intrusion or intrusions, collectively, the “Computer Intrusion”)] into portions of our computer system that process and store information related to customer transactions, discovered late in 2006, in which we believe customer data were stolen.

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

Computer hackers may, for example, attempt to penetrate our computer systems [added: or those of the third parties with whom we work or to whom we outsource business operations] and, if successful, misappropriate customer or [removed: associate] [added: Associate] information or confidential business information of our company.

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

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

Compromise of our data security or that of third parties with whom we do [removed: business,] [added: business or to whom we outsource business operations, including through cyber-attacks or other external or internal methods,] 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, [added: impact our ability to attract and retain customers,] 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, including data centers, hardware and software and applications to manage many aspects of our business, including to process and record transactions in our [added: stores, to enable effective communication systems, to plan and track inventory flow, to manage logistics and to generate performance and financial reports.]

Our computer systems and the third-party systems we rely on are [added: also] subject to damage or interruption from a number of causes, including power outages; computer and telecommunications failures; computer [removed: viruses;] [added: viruses or malware;] security breaches; cyber-attacks; catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes; acts of war or terrorism and design or usage errors by our [removed: associates] [added: Associates] or contractors.

Although we seek to maintain our systems [added: effectively, manage our team of internal and third party resources] effectively and [removed: to] successfully address the risk of compromises of the integrity, security and consistent operations of our systems, we may not be successful in doing so.

Compromises, interruptions or shutdowns of our systems, including those managed by third parties, [added: whether intentional or inadvertent,] could lead to delays in our business operations and, if significant or extreme, affect our results of operations.

We modify, update, and replace our systems and [removed: its] infrastructure from time to time, including by adding new hardware, software and applications; maintaining, updating or replacing legacy programs; converting to global systems; integrating new service providers, and adding enhanced or new functionality, such as for cloud computing technologies and for the continued operation and development of our e-commerce businesses; and adding new systems when we acquire new businesses.

We also modify and change our procedures for, and add and change vendors and internal teams who assist us [removed: with,] [added: with] designing, implementing and maintaining our systems.

Although we believe we are diligent in selecting [removed: systems,] [added: systems and] vendors and [added: implementing] procedures to enable us to maintain the integrity of our systems when we modify them, there are inherent risks associated with modifying or replacing systems, with new or changed relationships and with changes from acquisitions, including accurately capturing and maintaining data, realizing the expected benefit of the change and managing the potential disruption of the operation of the systems and diversion to internal teams’ attention as the changes are implemented.

If we are not able to do so, our ability to attract and retain customers and our results could be adversely affected.

development, investment or acquisition.

Availability and skill of Associates may differ across markets in which we do business and in new markets we enter, and we need to manage our labor needs effectively.

We also need to effectively control labor costs (discussed further below in the risk factor regarding labor costs).

_Labor costs, including pension and healthcare costs, and other challenges from our large workforce may adversely affect our results and profitability._

decline in our ability to attract or retain Associates or in the quality of our workforce, causing our customer service or performance to suffer, which could impact our results.

As with many other companies, particularly in the retail industry, we may be subject to attempts to compromise our data security.

Supporting these systems requires a number of resources, including effective and qualified internal teams.

As we grow and as our systems evolve, we must continue to hire, train, manage and retain these teams in an effective way.

Weather can also affect the ability to transport merchandise to our stores from our distribution and shipping centers or elsewhere in our supply chain efficiently or in a timely way.

Issues with the quality and safety of merchandise, particularly with food, bath and body and children’s products, and issues with the genuineness of

There are also financial risks associated with international operations, including currency exchange fluctuations and adverse tax consequences or limitations on the repatriation and investment of funds outside of the country where earned, which could have an adverse impact on our operations, profitability or liquidity.

| | — | | transport capacity and costs; |

| | — | | information technology challenges; |

| | — | | problems in third-party distribution and warehousing and other interruptions of the supply chain; |

| | — | | currency exchange rates, financial or economic instability; and |

These and other factors relating to international trade and imported merchandise beyond our control could affect the availability and the price of our inventory.

If we fail to increase our results over prior periods, to achieve our projected results or to meet the

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paying to exercise rights to terminate, and the performance of any of these obligations may be expensive.

Our opportunistic buying places considerable discretion in our merchants.

There is no assurance we will be able to do so.

There are significant risks associated with our ability to

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

In addition, under our business model, some aspects of the businesses and operations of our chains in the U.S., Canada and Europe are conducted with relative autonomy.

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

Further, the systems 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 banking and payment card industry, not by us.

This is also true for check information and approval.

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

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

Political or financial instability, trade restrictions, tariffs, currency exchange rates, labor conditions, transport capacity and costs, systems issues, problems in third-party distribution and warehousing and other interruptions of the supply chain, compliance with laws and regulations and other factors relating to international trade and imported merchandise beyond our control could affect the availability and the price of our inventory.

Although we implement a

are subject to these types of suits.

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

The discussion that follows relates to our 52-week fiscal [removed: year] [added: years] ended [added: January 31, 2015 (fiscal 2015) and] February 1, 2014 (fiscal [removed: 2014),] [added: 2014) and] our 53-week fiscal year ended February 2, 2013 (fiscal [removed: 2013) and our 52-week fiscal year ended January 28, 2012 (fiscal 2012).][added: 2013).]

We operate over [removed: 3,200] [added: 3,300] stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls and tjmaxx.com) and HomeGoods; TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX Europe (which operates T.K. Maxx, HomeSense and tkmaxx.com in Europe).

[removed: Late in fiscal 2013 TJX acquired] [added: We also operate] Sierra Trading Post (STP), a leading off-price Internet [removed: retailer,] [added: retailer that we acquired in late fiscal 2013,] which operates [removed: four stores and] sierratradingpost.com [added: and six stores] in the U.S. The results of STP have been reported with the Marmaxx segment.

Fiscal [removed: 2014] [added: 2015] was another successful year for TJX as we posted solid gains in [removed: same store sales,] net sales and earnings per share on top of strong increases in both fiscal [removed: 2013] [added: 2014] and fiscal [removed: 2012.][added: 2013.]

We continued [added: to generate strong cash flows, allowing us to return value to] our [removed: focus on operating with lean inventory levels] [added: shareholders through cash dividends] and [removed: reinvesting] [added: share repurchases, while continuing to reinvest] in our business by adding new stores, remodeling existing ones and strengthening our infrastructure to support our next level of growth.

Highlights of our financial performance for fiscal [removed: 2014] [added: 2015] include the following:

| | — | | Same store [removed: sales, on a 52-week basis,] [added: sales] increased [removed: 3%] [added: 2%] in fiscal [removed: 2014] [added: 2015] over an increase of [removed: 7%] [added: 3%] in fiscal [removed: 2013] [added: 2014] and an increase of [removed: 4%] [added: 7%] in fiscal [removed: 2012.] [added: 2013.] The fiscal [removed: 2014] [added: 2015] increase was driven by [removed: an increase] [added: increases] in the value of [added: the] average [removed: ticket (average unit retail)] [added: transaction] and [removed: a slight increase] in customer traffic. |

| | — | | Net sales increased to [added: $29.1 billion for fiscal 2015, up 6% over the same period last year. Net sales increased to] $27.4 billion for fiscal 2014, up 6% over the 53-week fiscal period [removed: last year. The 53rd week increased net sales by 2%] in fiscal 2013. At [removed: February 1, 2014,] [added: January 31, 2015,] the number of stores in operation [removed: increased 6%] and selling square footage [removed: was up] [added: increased] 5% over the end of fiscal [removed: 2013.] [added: 2014.] |

[removed: | | — | | Earnings per share for fiscal 2014 were $2.94 per diluted share, up 15% compared] [added: The tax benefits referred] to [removed: $2.55 per diluted share in fiscal 2013. This year’s earnings were favorably impacted by] [added: above added] $0.11 per share [removed: from tax benefits in the third quarter,] [added: to net income for fiscal 2014,] while the 53rd week [removed: in] [added: benefited] fiscal 2013 [removed: added approximately $0.08] [added: earnings] per share [removed: to that year’s earnings. |][added: by $0.08 per share.]

| | — | | Our fiscal [removed: 2014] [added: 2015] pre-tax margin (the ratio of pre-tax income to net sales) was [removed: 12.1%,] [added: 12.2%,] a [removed: 0.2] [added: 0.1] percentage point increase compared to our fiscal [removed: 2013] [added: 2014] pre-tax [removed: margin, which benefitted from the 53rd week] [added: margin. The loss on early extinguishment of debt reduced pre-tax margin] by [removed: approximately 0.2] [added: 0.1] percentage [removed: points.] [added: point in fiscal 2015.] |

| | — | | Our selling, general and administrative expense ratio for fiscal [removed: 2014] [added: 2015] decreased [removed: 0.1] [added: 0.2] percentage [removed: point] [added: points] from [removed: 16.4%] [added: 16.3%] in fiscal [removed: 2013] [added: 2014] to [removed: 16.3%.] [added: 16.1%.] |

| | — | | Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce businesses, were [removed: down 8%] [added: up 3%] at the end of fiscal [removed: 2014.] [added: 2015.] |

| | — | | During fiscal [removed: 2014,] [added: 2015,] we repurchased [removed: 27.0] [added: 27.7] million shares of our common stock for [removed: $1.5] [added: $1.7] billion. Earnings per share reflect the benefit of the stock repurchase program. In January [removed: 2014,] [added: 2015,] our Board of Directors authorized our [removed: 15th] [added: 16th] stock repurchase program for an additional $2 billion. |

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

[added: _Net sales:_] Consolidated net sales for fiscal [removed: 2013] [added: 2015] totaled [removed: $25.9] [added: $29.1] billion, a [removed: 12%] [added: 6%] increase over [removed: $23.2] [added: $27.4] billion in fiscal [removed: 2012.][added: 2014.]

The increase [added: in fiscal 2015] reflected a 7% increase from [removed: same store sales, a 3% increase from] new stores and a [removed: 2%] [added: 7%] increase from [removed: the impact of the 53rd week in the fiscal 2013 calendar.][added: same store sales.]

Foreign currency exchange rates [added: and e-commerce sales] had an immaterial impact on fiscal [removed: 2013] [added: 2015] net [removed: sales.][added: sales growth.]

Geographically, [added: same store sales increases] in the [removed: U.S., sales] [added: U.S.] were strongest in the West Coast and Florida.

Same store sales [added: increases] at TJX Europe were above the consolidated average while [removed: same store sales at] TJX Canada [removed: were] [added: was] below the consolidated average.

Same store sales increases in the U.S. for fiscal [removed: 2013] [added: 2015] were driven by [removed: an increase in customer traffic, and to a lesser extent an increase] [added: increases] in the value of the average [removed: transaction.][added: transaction and customer traffic.]

[removed: Our foreign segments both posted same] [added: Same] store sales [removed: increases, with] [added: increases at] TJX Europe [removed: above the consolidated average] and TJX Canada [removed: below] [added: were above] the consolidated average.

We define average transaction [added: or average basket] to be the average dollar value of transactions included in the same store sales calculation.

The following table sets forth our consolidated operating results from continuing operations as a percentage of net [removed: sales on an as reported and as adjusted basis:][added: sales:]

| | | [removed: |] Percentage of Net [removed: Sales Fiscal] [added: Sales Fiscal] Year [removed: 2014] [added: 2015] | | | | Percentage of Net Sales Fiscal Year [removed: 2013] [added: 2014] | | | | Percentage of Net Sales Fiscal Year [removed: 2012 | | |] [added: 2013] | | |

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

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

| Selling, general and administrative expenses | | | [removed: 16.3 | | | | 16.4] [added: 16.1] | | | | [removed: 16.8] [added: 16.3] | | | | [removed: 16.5] [added: 16.4] | |

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

| Income before provision for income [removed: taxes] [added: taxes*] | | | [removed: 12.1] [added: 12.2] | % | | | [removed: 11.9] [added: 12.1] | % | | | [removed: 10.4] [added: 11.9] | % | [removed: | | 10.7% | |]

| Diluted earnings per share | | $ | [removed: 2.94 | | | $ | 2.55] [added: 3.15] | | | $ | [removed: 1.93] [added: 2.94] | | | $ | [removed: 1.99] [added: 2.55] | |

| [added: *] | Figures may not foot due to rounding. |

| | — | | _Translation of foreign operating results into U.S. dollars:_ In our financial 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 [removed: margins,] [added: margins as a percentage of net sales,] or affects them only slightly, as sales and expenses of the foreign operations are translated at essentially the same rates within a given period. |

| | — | | [removed: _Inventory hedges:_] [added: _Inventory-related derivatives:_] We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX [removed: Europe] [added: Canada] and TJX [removed: Canada.] [added: Europe.] As we have not elected “hedge accounting” for these instruments as defined by U.S. generally accepted accounting principles (GAAP), we record a mark-to-market gain or loss on the 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 [added: received and] 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 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 [removed: was] [added: remained flat at] 71.5% in fiscal [removed: 2014, 71.6% in] [added: 2015 compared to] fiscal [removed: 2013] [added: 2014,] and [removed: 72.7%] [added: was 71.6%] in fiscal [removed: 2012.][added: 2013.]

_Selling, general and administrative expenses:_ Selling, general and administrative expenses as a percentage of net sales were [removed: 16.3%] [added: 16.1%] in fiscal [removed: 2014, 16.4%] [added: 2015, 16.3%] in fiscal [removed: 2013] [added: 2014] and [removed: 16.8%] [added: 16.4%] in fiscal [removed: 2012.][added: 2013.]

The improvement in this ratio for fiscal 2014 was primarily due to year-over-year favorability from a combination of items that negatively impacted [removed: last year’s] [added: the fiscal 2013] expense [removed: ratio as described below.][added: ratio.]

[removed: The improvement in this ratio for fiscal] [added: Fiscal] 2013 [removed: was primarily due to expense leverage on strong same store sales, partially offset by contributions to the TJX Foundation and by expenses related to two third quarter items:] [added: included] a non-cash charge for the cumulative impact of a correction to our pension [removed: accrual for prior years and] [added: accrual,] a non-operating charge due to the adjustment in our reserve for former operations relating to closed [removed: stores.][added: stores and contributions to the TJX Foundation.]

| Dollars in thousands | | [removed: February 1, 2014] [added: January 31, 2015] | | | | February [removed: 2, 2013] [added: 1, 2014] | | | | [removed: January 28, 2012] [added: February 2, 2013] | | |

| Interest expense | | $ | [removed: 57,084] [added: 64,783] | | | $ | [removed: 48,582] [added: 57,084] | | | $ | [removed: 49,276] [added: 48,582] | |

| Capitalized interest | | | [removed: (10,993] [added: (9,403] | ) | | | [removed: (7,750] [added: (10,993] | ) | | | [removed: (2,593] [added: (7,750] | ) |

In fiscal 2016, we announced an initiative to raise wages for our U.S. full- and part-time hourly store associates to at least $9.00 per hour beginning in June 2015.

| | — | | Earnings per share for fiscal 2015 were $3.15 per diluted share compared to $2.94 per diluted share in fiscal 2014. Fiscal 2015 earnings per share reflect a charge of $0.01 from a loss on early extinguishment of debt. Diluted earnings per share for fiscal 2014 included an $0.11 per share benefit resulting from tax benefits recognized in the third quarter. |

| | — | | Our cost of sales ratio for fiscal 2015 was 71.5%, flat compared to the fiscal 2014 ratio. Merchandise margins were slightly up in fiscal 2015. |

The increase reflected a 4% increase from new stores and a 2% increase from same store sales.

In fiscal 2015, within apparel, sales from jewelry and accessories and activewear performed particularly well, as did home fashions.

Geographically, in the U.S., sales were strongest in the Southeast and Southwest.

The sales of Sierra Trading Post, tjmaxx.com and tkmaxx.com are not included in same store sales.

| Loss on early extinguishment of debt | | | 0.1 | | | | — | | | | — | |

We discuss the effect of these foreign currency issues on our actual results throughout this discussion.

As a result of the strengthening of the U.S. dollar and resulting change in foreign currency exchange rates in late fiscal 2015, if rates were to stay at or near those levels in the coming year, we expect fiscal 2016 results would be negatively impacted to a much greater extent than historically experienced.

There was a slight increase in merchandise margins in fiscal 2015.

The reduction in this ratio is largely due to a reduction in our reserves for former operations in fiscal 2015, as well as costs incurred in fiscal 2014 relating to our home office relocations.

_Loss on early extinguishment of debt:_ On July 8, 2014, we redeemed our $400 million aggregate principal amount of 4.20% notes due August 2015 and recorded a pre-tax loss on the early extinguishment of debt of $16.8 million.

The increase in net interest expense for fiscal 2015 reflected the interest cost from the date of issuance (June 5, 2014) on the $750 million 2.75% seven-year notes.

In addition, fiscal 2015 included 12 months of interest expense on the $500 million 2.50% ten-year notes, compared to fiscal 2014, which only reflected nine months of interest expense.

These costs were partially offset by interest savings due to the redemption of the $400 million 4.20% notes.

The reduction in capitalized interest on ongoing capital projects is partially offset by an increase in interest income driven by higher cash balances.

The decrease in the fiscal 2014 effective income tax rate as compared to fiscal 2013 was primarily due to the tax benefits described above.

The after-tax cost for the loss on the early extinguishment of debt in the second quarter of fiscal 2015 reduced earnings per share for fiscal 2015 by $0.01 per share.

At January 31, 2015, STP operated six stores with a selling square footage of 122,000.

The increase reflected a 3% increase from new stores and a 1% increase from same store sales.

Same store sales increases for home fashions were above the chain average while apparel overall was below the chain average.

Within apparel, jewelry and accessories and activewear were well above the average.

Segment margin in fiscal 2015 was 14.6%, flat compared to fiscal 2014.

Improvements in merchandise margin as well as a reduction in administrative costs and insurance costs as a percentage of sales were offset by the impact of our e-commerce businesses and expense deleverage, primarily occupancy costs, on the 1% same store sales growth.

| Dollars in millions | | January 31, 2015 | | | | February 1, 2014 | | | | February 2, 2013 | | |

The same store sales increase of 7% in fiscal 2015 is on top of a same store sales increase of 7% in fiscal 2014.

While net sales reflected a 4% increase from new stores and a 3% increase from same store sales, these were offset by currency translation that negatively impacted sales growth by 7%.

The same store sales increase of 3% in fiscal 2015 was driven by an increase in the value of the average transaction along with an increase in customer traffic.

Segment profit margin decreased 0.5 percentage points to 13.6% in fiscal 2015.

The decrease in segment margin was due to a decrease in merchandise margins and the unfavorable impact of mark-to-market adjustment on inventory-related derivatives, which collectively reduced segment margin by 0.8 percentage points.

The decrease in merchandise margin was driven by changes in currency exchange rates which increased TJX Canada’s cost of merchandise purchased in U.S. dollars.

We expect this increase in the cost of merchandise purchased with U.S. dollars will likely continue into fiscal 2016 based on the recent trend in currency exchange rates.

The decline in the fiscal 2015 segment margin was partially offset by expense leverage on same store sales, particularly buying and occupancy costs, along with a reduction in advertising costs as a percentage of sales.

| U.S. Dollars in millions | | January 31, 2015 | | | | February 1, 2014 | | | | February 2, 2013 | | |

Net sales for TJX Europe increased 13% in fiscal 2015 to $4.1 billion compared to $3.6 billion in fiscal 2014 on top of a 10% increase in fiscal 2014 compared to fiscal 2013.

The increase in fiscal 2015 reflected an 8% increase from new store sales, 3% from same store sales and a 2% favorable impact from currency translation.

The improvement in segment margin was primarily due to an increase in merchandise margins and expense leverage on same store sales, particularly buying and occupancy costs.

The increase in segment margin was also largely due to the positive impact of the mark-to-market adjustment on inventory-related derivatives.

These margin improvements were partially offset by an increase in store payroll costs as a percentage of sales as well as investments in talent and research to open stores in two new countries in fiscal 2016.

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 also continued using cash to return value to our shareholders.

| | — | | 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. |

Adjusted measures exclude certain items affecting comparability.

See “Adjusted Financial Measures” below.

Sales of both apparel and home fashions were equally 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 virtually all other regions close to the consolidated average.

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

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

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

| * | See “Adjusted Financial Measures” below. |

| --- | --- |

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 increase and the approximately 0.2 percentage points benefit from the 53rd week in fiscal 2013.

On an

adjusted basis, this ratio was 16.5% in fiscal 2012.

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

Interest expense, net increased in fiscal 2014 as a result of the interest cost of the $500 million 2.50% ten-year notes that were issued on May 2, 2013, partially offset by an increase in interest income and an increase in capitalized interest on major capital projects that have not yet been placed in service.

TJX’s effective rate remained constant for fiscal 2013 as compared to fiscal 2012.

The fiscal 2013 effective tax rate benefitted from an increase in foreign earnings, which are taxed at lower rates, but this benefit was offset by the absence of the benefit in fiscal 2012 due to a net reduction in federal and state tax reserves.

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.

_Adjusted Financial Measures:_ In addition to presenting financial results in conformity with GAAP, we are also presenting certain measures on an “adjusted” basis.

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

These costs include store closing costs, additional operating losses related to the A.J. Wright stores closed in fiscal 2012 and the costs incurred by the Marmaxx and HomeGoods segments to convert former A.J. Wright stores to their banners and hold grand re-opening events for these stores.

These adjusted financial results are non-GAAP financial measures.

We believe that the presentation of adjusted financial results provides additional information on comparisons between periods including underlying trends of our business by excluding these items that affect overall comparability.

We use these adjusted measures in making financial, operating and planning decisions and in evaluating our performance, and our Board of Directors uses them in assessing our business and making compensation decisions.

Non-GAAP financial measures should be considered in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

Reconciliation of the adjusted financial measures to the financial measures in accordance with GAAP for fiscal 2012 is provided below:

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

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

| | | Fiscal Year 2012 | | | | | | | | | | | | Fiscal Year 2012 | | | | | | |

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

| Dollars in millions, except per share data | | U.S.$ | | | | % of Net Sales | | | | Adjustments | | | | U.S.$* | | | | % of Net Sales | | |

| Net sales | | $ | 23,191 | | | | | | | $ | (9 | )(1) | | $ | 23,182 | | | | | |

| Cost of sales, including buying and occupancy costs | | | 16,854 | | | | 72.7 | % | | | (16 | )(2) | | | 16,838 | | | | 72.6 | % |

| Gross profit margin | | | — | | | | 27.3 | % | | | | | | | — | | | | 27.4 | % |

| Selling, general and administrative expenses | | | 3,890 | | | | 16.8 | % | | | (63 | )(3) | | | 3,828 | | | | 16.5 | % |

| Income before provision for income taxes | | $ | 2,411 | | | | 10.4 | % | | $ | 69 | | | $ | 2,481 | | | | 10.7 | % |

| Diluted earnings per share | | $ | 1.93 | | | | | | | $ | 0.06 | (4) | | $ | 1.99 | | | | | |

| * | Figures may not cross-foot due to rounding. |

As of [removed: February 1, 2014,] [added: January 31, 2015,] 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: 2014] [added: 2015] by approximately [removed: $68] [added: $73] million.

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: which could result] [added: resulting] in increased required contributions to the plan or [removed: increase] other plan-related liabilities.

Our Foreign Exchange Risk Management Policy prohibits us from using derivative financial instruments for trading or other speculative purposes or using any leveraged derivative financial instruments.

Our over [removed: 3,200] [added: 3,300] stores offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below department and specialty store regular prices on comparable merchandise, every day.

[removed: Our stores are known for our value proposition of brand, fashion, quality and price and] [added: We] offer a treasure hunt shopping experience [removed: through the] [added: and a] rapid turn of inventories relative to traditional retailers.

Our opportunistic buying strategies and flexible business model [removed: also] differentiate us from traditional retailers.

Our strategies and [removed: operating platforms] [added: operations] are synergistic across all of our retail chains.

As a result, we are able to leverage our expertise throughout our business, sharing information, best practices, initiatives and new ideas, and [removed: developing] [added: to develop] talent across our Company.

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

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: 2,021] [added: 2,094] stores.

We primarily differentiate T.J. Maxx and Marshalls through different product [removed: assortment (including] [added: assortment, including] an expanded assortment of fine jewelry and accessories and a designer section called The Runway at T.J. Maxx and a full line of footwear, a broader men’s offering and a juniors’ department called The Cube at [removed: Marshalls) and] [added: Marshalls, as well as varying] in-store initiatives.

[removed: We launched our new] [added: Our] e-commerce website, [removed: tjmaxx.com] [added: tjmaxx.com, was launched] in 2013.

Our HomeGoods chain, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 450] [added: 487] stores, HomeGoods offers a broad array of home fashions, including home basics, giftware, accent furniture, lamps, rugs, wall décor, decorative accessories from around the world, seasonal and other merchandise.

The merchandise offering at its [removed: 227] [added: 234] stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry and The Runway, a designer section.

HomeSense has [removed: 91] [added: 96] stores with a merchandise mix of home fashions similar to HomeGoods.

We brought Marshalls to Canada in 2011 and operate [removed: 27] [added: 38] Marshalls stores in Canada.

[removed: Like] [added: As with] Marshalls in the U.S., our Canadian Marshalls stores offer an expanded footwear department and The Cube juniors’ department, differentiating them from Winners stores.

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

With [removed: 371] [added: 407] stores, T.K. Maxx operates in the U.K., Ireland, Germany and Poland.

Its [removed: 28] [added: 33] 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.

[removed: Additionally,] [added: In addition to our four major divisions,] we operate Sierra Trading Post, acquired in 2012, a leading off-price Internet retailer of brand name [added: and quality] 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 [removed: four] [added: six] retail stores in the U.S.

[removed: _Flexible] [added: Flexible] Business [removed: Model._] [added: 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 fashionable, quality, brand name and designer merchandise at excellent values.

[removed: _Opportunistic Buying._] [added: Opportunistic Buying.] As an off-price retailer, our buying practices, which we refer to as opportunistic buying, differentiate us from traditional retailers.

Our overall [removed: opportunistic] buying strategy is to acquire merchandise on an ongoing basis that will enable us to offer a desirable and rapidly changing mix of branded, designer and other quality merchandise in our stores at prices below regular prices for comparable merchandise at department and specialty stores.

Our buying organization, which numbers [removed: over 900 associates] [added: more than 1,000 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 generally make these 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, [removed: quality and] price [added: and quality] to supplement the product we expect to be available to purchase later for those future seasons.

We also [removed: develop] [added: acquire] some merchandise that [removed: is produced for us] [added: we offer] under in-house [removed: and] [added: brands or brands that are] licensed [removed: brands.][added: to us.]

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

Our expansive vendor universe, which is in excess of [removed: 16,000,] [added: 17,000,] consists primarily of manufacturers along with retailers and other vendors, and provides us substantial and diversified access to merchandise.

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

[removed: _Inventory Management._] [added: Inventory Management.] We offer our customers a rapidly changing selection of merchandise to create a treasure hunt experience in our stores and [added: to] spur [added: frequent] customer visits.

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

[removed: _Low] [added: Low] Cost [removed: Operations._] [added: Operations.] We operate with a low cost structure compared to many traditional retailers.

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

[removed: _Distribution._] [added: Distribution.] We operate distribution centers encompassing approximately [removed: 12] [added: 13] million square feet in five countries.

We shipped approximately [removed: 2] [added: 2.1] billion units to our stores during fiscal [removed: 2014.][added: 2015.]

[removed: _Store Growth._] [added: Store Growth.] Expansion of our business through the addition of new stores continues to be an important part of our growth strategy.

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: 2015] [added: 2016] and our estimates of the store growth potential of these divisions in their current geographies:

| | | [removed: | Fiscal 2013] [added: Fiscal 2015] | | | | Fiscal 2014 | | | | Fiscal [removed: 2015 (estimated) | | | | | | |] [added: 2013] | | |

| T.J. Maxx | | | 29,000 | | | | [removed: 1,036] [added: 1,079] | | | | [removed: 1,079] [added: 1,119] | | | | | | | | | |

| Marshalls | | | [removed: 31,000] [added: 30,000] | | | | [removed: 904] [added: 942] | | | | [removed: 942] [added: 975] | | | | | | | | | |

| Winners | | | 29,000 | | | | [removed: 222] [added: 227] | | | | [removed: 227] [added: 234] | | | | | | | | | |

Our stores are known for our value proposition of brand, fashion, price and quality.

At the beginning of fiscal 2016, we opened our first store in Austria.

We have not

| | | | Fiscal 2014 | | | | Fiscal 2015 | | | | Fiscal 2016 (estimated) | | | | | | | | | |

| | | | | | | | 2,021 | | | | 2,094 | | | | 2,164 | | | | 3,000 | |

| HomeGoods | | | 25,000 | | | | 450 | | | | 487 | | | | 527 | | | | 1,000 | |

| | | | | | | | 345 | | | | 368 | | | | 388 | | | | 500 | |

| | | | | | | | 399 | | | | 440 | | | | 490 | | | | 975 | (2) |

| TJX Total | | | | | | | 3,219 | (1) | | | 3,395 | (1) | | | 3,576 | (1) | | | 5,475 | |

| (2) | Reflects store growth potential for T.K. Maxx in current geographies, Austria and The Netherlands only, and for HomeSense in the United Kingdom only. |

| --- | --- |

| Subtotal | | | 76 | | | | 76 | | | | 76 | |

The results of STP are reported in our Marmaxx segment.

STORE LOCATIONS.

| California | | | 110 | | | | 137 | | | | 59 | |

| Total Stores | | | 1,119 | | | | 975 | | | | 487 | |

| Ontario | | | 108 | | | | 45 | | | | 22 | |

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

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

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

| HomeGoods | | | 25,000 | | | | 415 | | | | 450 | | | | 485 | | | | 825 | |

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

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

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

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

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

_A.J.

Wright Consolidation._ In the first quarter of fiscal 2012, we completed the consolidation of A.J. Wright, our former off-price chain targeting lower middle income customers, converting 90 of the A.J. Wright stores to T.J. Maxx, Marshalls or HomeGoods banners and closing A.J. Wright’s remaining 72 stores, two distribution centers and home office.

We continue to serve the customer demographic previously targeted by A.J. Wright through our other U.S. banners.

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

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

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

| | | | | | | | | |

For the fiscal year ended [removed: February 1, 2014][added: January 31, 2015]

YES [removed: \[ X \]] [added: \[X\]] NO \[ \]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form [removed: 10-K.][added: 10-K.\[ \]]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on August [removed: 3, 2013,] [added: 2, 2014,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $38,305,480,702] [added: $36,559,935,457] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 703,683,274] [added: 683,473,567] shares of the registrant’s common stock, $1.00 par value, outstanding as of [removed: March 1, 2014.][added: February 28, 2015.]

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: 10, 2014] [added: 11, 2015] (Part III).

This Form 10-K and our [removed: 2013] [added: 2014] 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: 2013] [added: 2014] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

10-K 1 d855793d10k.htm FORM 10-K

10-K 1 d650209d10k.htm 10-K

\[ \]

We lease virtually all of our over [removed: 3,200] [added: 3,300] store locations, generally for 10-year terms with options to extend the lease term for one or more 5-year periods in the U.S. and Canada, and 10 to 15-year terms [removed: with] [added: in Europe, some of which have] options to [removed: end the lease after 5 or 10 years in Europe.][added: extend.]

The following is a summary of our primary owned and leased distribution centers and primary administrative office locations as of [removed: February 1, 2014.][added: January 31, 2015.]

| | | Las Vegas, Nevada | | 713,000 [removed: s.f. – owned] [added: s.f.—owned] |

| | | Philadelphia, Pennsylvania | | 1,001,000 [removed: s.f. – leased] [added: s.f.—leased] |

[removed: | Office Space | | | | |][added: OFFICE SPACE]

| Corporate, Marmaxx, HomeGoods | | Framingham and Marlborough, Massachusetts | | [removed: 1,576,000 s.f.—owned] [added: 1,672,000 s.f. – owned] in several buildings |

| | | Jefferson, Georgia | | 801,000 s.f.—owned |

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

Sierra Trading Post owns a 468,000 square foot facility in Cheyenne, Wyoming which houses its administrative offices and fulfillment center operations.

| | | | | |

Sierra Trading Post, acquired late in fiscal 2013, owns two fulfillment centers in Wyoming totaling approximately 300,000 square feet and a 60,000 square foot home office facility in Cheyenne, Wyoming.

The quarterly high and low sale prices for our common stock for fiscal [removed: 2014] [added: 2015] and fiscal [removed: 2013] [added: 2014] are as follows:

| | | Fiscal [removed: 2014] [added: 2015] | | | | | | | | Fiscal [removed: 2013] [added: 2014] | | | | | | |

| First | | $ | [removed: 49.71] [added: 62.37] | | | $ | [removed: 43.43] [added: 55.82] | | | $ | [removed: 42.56] [added: 49.71] | | | $ | [removed: 33.41] [added: 43.43] | |

| Second | | $ | [removed: 54.08] [added: 59.95] | | | $ | [removed: 48.71] [added: 51.91] | | | $ | [removed: 45.39] [added: 54.08] | | | $ | [removed: 39.46] [added: 48.71] | |

| Third | | $ | [removed: 61.29] [added: 64.20] | | | $ | [removed: 50.31] [added: 52.76] | | | $ | [removed: 46.67] [added: 61.29] | | | $ | [removed: 40.38] [added: 50.31] | |

| Fourth | | $ | [removed: 64.38] [added: 69.84] | | | $ | [removed: 56.47] [added: 59.69] | | | $ | [removed: 45.64] [added: 64.38] | | | $ | [removed: 40.08] [added: 56.47] | |

The approximate number of common shareholders at [removed: February 1, 2014] [added: January 31, 2015] was [removed: 142,700.][added: 132,600.]

Our Board of Directors declared four quarterly dividends of [removed: $0.145] [added: $0.175] per share for fiscal [removed: 2014] [added: 2015] and [removed: $0.115] [added: $0.145] per share for fiscal [removed: 2013.][added: 2014.]

While our dividend policy is subject to periodic review by our Board of Directors, we are currently planning to pay a [removed: $0.175] [added: $0.21] per share quarterly dividend in fiscal [removed: 2015,] [added: 2016,] 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: 2014] [added: 2015] and the average price paid per share are as follows:

| | | Total Number of Shares Repurchased(1) [removed: (a)] | | | | Average Price Paid Per Share(2) [removed: (b)] | | | | Total Number of Shares Purchased as Part of [removed: a] Publicly Announced [removed: Plan] [added: Plans] or [removed: Program(3) (c)] [added: Programs(3)] | | | | [removed: Maximum Number (or] Approximate Dollar [removed: Value)] [added: Value] of Shares that May Yet be Purchased Under the Plans or Programs [removed: (d)] | | |

| (3) | During the third quarter of fiscal [removed: 2014,] [added: 2015,] TJX completed the [removed: $2] [added: $1.5] billion program [removed: authorized] [added: announced] in [removed: January 2012] [added: February 2013] and initiated a [removed: $1.5] [added: $2.0] billion stock repurchase program announced in February [removed: 2013.] [added: 2014.] Under this program, we repurchased a total of [removed: 8.6] [added: 10.8] million shares (including [removed: 7.3] [added: 6.2] million in the fourth quarter) at a cost of [removed: $530] [added: $686] million in fiscal [removed: 2014] [added: 2015] and as of [removed: February 1, 2014] [added: January 31, 2015] approximately [removed: $970 million] [added: $1.3 billion] remained available for purchase. Additionally, on February [removed: 26, 2014,] [added: 25, 2015,] we announced our [removed: 15th] [added: 16th] stock repurchase program authorizing an additional $2.0 billion in repurchases from time to time. |

| November 2, 2014 through November 29, 2014 | | | 2,005,940 | | | $ | 63.56 | | | | 2,005,940 | | | $ | 1,594,150,483 | |

| November 30, 2014 through January 3, 2015 | | | 2,331,451 | | | $ | 66.48 | | | | 2,331,451 | | | $ | 1,439,150,544 | |

| January 4, 2015 through January 31, 2015 | | | 1,861,092 | | | $ | 67.16 | | | | 1,861,092 | | | $ | 1,314,150,583 | |

| Total: | | | 6,198,483 | | | | | | | | 6,198,483 | | | | | |

| 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 | | | | | |

| except per share amounts | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | |

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

| Net sales | | $ | [removed: 27,423] [added: 29,078] | | | $ | [removed: 25,878] [added: 27,423] | | | $ | [removed: 23,191] [added: 25,878] | | | $ | [removed: 21,942] [added: 23,191] | | | $ | [removed: 20,288] [added: 21,942] | |

| Income from continuing operations | | $ | [removed: 2,137] [added: 2,215] | | | $ | [removed: 1,907] [added: 2,137] | | | $ | [removed: 1,496] [added: 1,907] | | | $ | [removed: 1,340] [added: 1,496] | | | $ | [removed: 1,214] [added: 1,340] | |

| Weighted average common shares for diluted earnings per share calculation (in thousands)(1) | | | [removed: 726,376] [added: 703,545] | | | | [removed: 747,555] [added: 726,376] | | | | [removed: 773,772] [added: 747,555] | | | | [removed: 812,826] [added: 773,772] | | | | [removed: 855,239] [added: 812,826] | |

| Diluted earnings per share from continuing operations(1) | | $ | [removed: 2.94] [added: 3.15] | | | $ | [removed: 2.55] [added: 2.94] | | | $ | [removed: 1.93] [added: 2.55] | | | $ | [removed: 1.65] [added: 1.93] | | | $ | [removed: 1.42] [added: 1.65] | |

| Cash dividends declared per share(1) | | $ | [removed: 0.58] [added: 0.70] | | | $ | [removed: 0.46] [added: 0.58] | | | $ | [removed: 0.38] [added: 0.46] | | | $ | [removed: 0.30] [added: 0.38] | | | $ | [removed: 0.24] [added: 0.30] | |

| Cash and cash equivalents | | $ | [removed: 2,150] [added: 2,494] | | | $ | [removed: 1,812] [added: 2,150] | | | $ | [removed: 1,507] [added: 1,812] | | | $ | [removed: 1,742] [added: 1,507] | | | $ | [removed: 1,615] [added: 1,742] | |

| Working capital | | $ | [removed: 2,550] [added: 2,785] | | | $ | [removed: 1,951] [added: 2,550] | | | $ | [removed: 2,069] [added: 1,951] | | | $ | [removed: 1,966] [added: 2,069] | | | $ | [removed: 1,909] [added: 1,966] | |

| Total assets | | $ | [removed: 10,201] [added: 11,128] | | | $ | [removed: 9,512] [added: 10,201] | | | $ | [removed: 8,282] [added: 9,512] | | | $ | [removed: 7,972] [added: 8,282] | | | $ | [removed: 7,464] [added: 7,972] | |

| Capital expenditures | | $ | [removed: 947] [added: 912] | | | $ | [removed: 978] [added: 947] | | | $ | [removed: 803] [added: 978] | | | $ | [removed: 707] [added: 803] | | | $ | [removed: 429] [added: 707] | |

| Long-term obligations(2) | | $ | [removed: 1,274] [added: 1,624] | | | $ | [removed: 775] [added: 1,274] | | | $ | [removed: 785] [added: 775] | | | $ | [removed: 788] [added: 785] | | | $ | [removed: 790] [added: 788] | |

| Shareholders’ equity | | $ | [removed: 4,230] [added: 4,264] | | | $ | [removed: 3,666] [added: 4,230] | | | $ | [removed: 3,209] [added: 3,666] | | | $ | [removed: 3,100] [added: 3,209] | | | $ | [removed: 2,889] [added: 3,100] | |

| After-tax return (continuing operations) on average shareholders’ equity | | | [removed: 54.1] [added: 52.2] | % | | | [removed: 55.5] [added: 54.1] | % | | | [removed: 47.4] [added: 55.5] | % | | | [removed: 44.7] [added: 47.4] | % | | | [removed: 48.3] [added: 44.7] | % |

| Total debt as a percentage of total capitalization(3) | | | [removed: 23.2] [added: 27.6] | % | | | [removed: 17.4] [added: 23.2] | % | | | [removed: 19.7] [added: 17.4] | % | | | [removed: 20.3] [added: 19.7] | % | | | [removed: 21.5] [added: 20.3] | % |

| T.J. Maxx | | | [removed: 1,079] [added: 1,119] | | | | [removed: 1,036] [added: 1,079] | | | | [removed: 983] [added: 1,036] | | | | [removed: 923] [added: 983] | | | | [removed: 890] [added: 923] | |

| Marshalls | | | [removed: 942] [added: 975] | | | | [removed: 904] [added: 942] | | | | [removed: 884] [added: 904] | | | | [removed: 830] [added: 884] | | | | [removed: 813] [added: 830] | |

| Sierra Trading Post | | | [removed: 4] [added: 6] | | | | 4 | | | | [removed: —] [added: 4] | | | | — | | | | — | |

| HomeGoods | | | [removed: 450] [added: 487] | | | | [removed: 415] [added: 450] | | | | [removed: 374] [added: 415] | | | | [removed: 336] [added: 374] | | | | [removed: 323] [added: 336] | |

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

| Winners | | | [removed: 227] [added: 234] | | | | [removed: 222] [added: 227] | | | | [removed: 216] [added: 222] | | | | [removed: 215] [added: 216] | | | | [removed: 211] [added: 215] | |

| HomeSense | | | [removed: 91] [added: 96] | | | | [removed: 88] [added: 91] | | | | [removed: 86] [added: 88] | | | | [removed: 82] [added: 86] | | | | [removed: 79] [added: 82] | |

| Marshalls | | | [removed: 27] [added: 38] | | | | [removed: 14] [added: 27] | | | | [removed: 6] [added: 14] | | | | [removed: —] [added: 6] | | | | — | |

| T.K. Maxx | | | [removed: 371] [added: 407] | | | | [removed: 343] [added: 371] | | | | [removed: 332] [added: 343] | | | | [removed: 307] [added: 332] | | | | [removed: 263] [added: 307] | |

| HomeSense | | | [removed: 28] [added: 33] | | | | [removed: 24] [added: 28] | | | | 24 | | | | 24 | | | | [removed: 14] [added: 24] | |

| Total | | | [removed: 3,219] [added: 3,395] | | | | [removed: 3,050] [added: 3,219] | | | | [removed: 2,905] [added: 3,050] | | | | [removed: 2,859] [added: 2,905] | | | | [removed: 2,743] [added: 2,859] | |

| T.J. Maxx | | | [removed: 24,712] [added: 25,461] | | | | [removed: 23,894] [added: 24,712] | | | | [removed: 22,894] [added: 23,894] | | | | [removed: 21,611] [added: 22,894] | | | | [removed: 20,890] [added: 21,611] | |

| Marshalls | | | [removed: 23,092] [added: 23,715] | | | | [removed: 22,380] [added: 23,092] | | | | [removed: 22,042] [added: 22,380] | | | | [removed: 20,912] [added: 22,042] | | | | [removed: 20,513] [added: 20,912] | |

| Sierra Trading Post | | | [removed: 83] [added: 122] | | | | 83 | | | | [removed: —] [added: 83] | | | | — | | | | — | |

| HomeGoods | | | [removed: 8,865] [added: 9,537] | | | | [removed: 8,210] [added: 8,865] | | | | [removed: 7,391] [added: 8,210] | | | | [removed: 6,619] [added: 7,391] | | | | [removed: 6,354] [added: 6,619] | |

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

| Winners | | | [removed: 5,196] [added: 5,310] | | | | [removed: 5,115] [added: 5,196] | | | | [removed: 5,008] [added: 5,115] | | | | [removed: 4,966] [added: 5,008] | | | | [removed: 4,847] [added: 4,966] | |

| HomeSense | | | [removed: 1,748] [added: 1,824] | | | | [removed: 1,698] [added: 1,748] | | | | [removed: 1,670] [added: 1,698] | | | | [removed: 1,594] [added: 1,670] | | | | [removed: 1,527] [added: 1,594] | |

| Marshalls | | | [removed: 666] [added: 914] | | | | [removed: 363] [added: 666] | | | | [removed: 162] [added: 363] | | | | [removed: —] [added: 162] | | | | — | |

| T.K. Maxx | | | [removed: 8,383] [added: 9,109] | | | | [removed: 7,830] [added: 8,383] | | | | [removed: 7,588] [added: 7,830] | | | | [removed: 7,052] [added: 7,588] | | | | [removed: 6,106] [added: 7,052] | |

| HomeSense | | | [removed: 464] [added: 545] | | | | [removed: 411] [added: 464] | | | | [removed: 402] [added: 411] | | | | 402 | | | | [removed: 222] [added: 402] | |

| Total | | | [removed: 73,209] [added: 76,537] | | | | [removed: 69,984] [added: 73,209] | | | | [removed: 67,157] [added: 69,984] | | | | [removed: 66,030] [added: 67,157] | | | | [removed: 63,471] [added: 66,030] | |

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

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

The information required by this item may be found on pages F-1 through [removed: F-34] [added: F-33] of this Annual Report on [removed: Form 10-K.]

| --- | --- |

Form 10-K.

| --- | --- |

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated [removed: and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.]

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: 2014] [added: 2015] 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 reporting as of [removed: February 1, 2014] [added: January 31, 2015] based on [removed: the framework] [added: criteria established] in _Internal Control—Integrated [removed: Framework_] [added: Framework 2013_] issued [removed: in 1992] by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (“COSO”).][added: (COSO).]

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of [removed: February 1, 2014.][added: January 31, 2015.]

[removed: |] (d) [removed: |] Attestation Report of the Independent Registered Public Accounting Firm [removed: |]

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 [removed: February 1, 2014,] [added: January 31, 2015,] and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein.

and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

The following are the executive officers of TJX as of [removed: April 1, 2014:][added: March 31, 2015:]

| Bernard Cammarata | | | [removed: 74] [added: 75] | | | 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. |

| Scott Goldenberg | | | [removed: 60] [added: 61] | | | [added: Senior] Executive Vice President and Chief Financial Officer since [added: April 2014. Executive Vice President and Chief Financial Officer from] January [removed: 2012.] [added: 2012 to April 2014.] 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. |

| Ernie Herrman | | | [removed: 53] [added: 54] | | | 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 1989. |

| Michael MacMillan | | | [removed: 57] [added: 58] | | | Senior Executive Vice President, Group [removed: President, TJX Europe since January 2012. Senior Executive Vice President, Group] President [removed: from 2011 to January 2012.] [added: since 2011.] 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: 60] [added: 61] | | | 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 senior management and merchandising positions with TJX since joining in 1983. |

| Richard Sherr | | | [removed: 56] [added: 57] | | | Senior Executive Vice President, Group [removed: President,] [added: 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: 56] [added: 57] | | | Senior Executive Vice President, Group [removed: President,] [added: 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: 2014] [added: 2015] 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 [removed: February 1, 2014] [added: January 31, 2015] (Proxy Statement).

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

[added: In addition to our Global Code of Conduct,] TJX has a Code of Ethics for TJX Executives governing its Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer and other senior operating, financial and legal executives.

| Ken Canestrari | | | 53 | | | Senior Executive Vice President, Group President since September 2014. President, HomeGoods from 2012 until 2014. Executive Vice President, Chief Operating Officer, HomeGoods from 2008 until 2012. Various financial positions with TJX from 1988 to 2008. |

| Jerome Rossi | | | 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. |

The information required by this

The information required by this Item will appear under the headings “Executive [removed: Compensation” and] [added: Compensation,”] “Director Compensation” [added: and “Compensation Program Risk Assessment”] in our Proxy Statement, which sections are incorporated [removed: in this item] [added: herein] by reference.

The information required by this Item will appear under the headings “Equity Compensation Plan Information” and “Beneficial Ownership” in our Proxy Statement, which sections are incorporated [removed: in this item] [added: herein] by reference.

The information required by this Item will appear under the heading “Corporate Governance,” including in “Transactions with Related Persons” and “Board Independence,” in our Proxy Statement, which section is incorporated [removed: in this item] [added: herein] by reference.

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

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

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

| 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 | |

| 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 | |

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

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

| 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 | |

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

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

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

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

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

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

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

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

(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.

| | | |

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

| 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. |

| 4.4 | | Third Supplemental Indenture, dated as of May 2, 2013 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed on May 2, 2013. |

| 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 incorporated herein by reference to Exhibit 10.2 to the Form 10-K filed for the year ended February 2, 2013.* |

| 10.3 | | The Employment Agreement dated February 1, 2013 between Ernie Herrman and TJX is incorporated herein by reference to Exhibit 10.4 to the Form 10-K filed for the year ended February 2, 2013.* |

| 10.4 | | 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. The Letter Agreement dated January 31, 2014 between Jerome Rossi and TJX is filed herewith.* |

(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 January 31, 2015 | | $ | 37,429 | | | $ | 1,348,933 | | | $ | 1,350,886 | | | $ | 35,476 | |

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

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

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

| Fiscal Year Ended January 31, 2015 | | $ | 31,363 | | | $ | (11,775 | ) | | $ | 5,014 | | | $ | 14,574 | |

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

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

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

| Fiscal Year Ended January 31, 2015 | | $ | 14,696 | | | $ | 72,604 | | | $ | 72,997 | | | $ | 14,303 | |

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

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

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

| Fiscal Year Ended January 31, 2015 | | $ | 12,854 | | | $ | — | | | $ | 5,238 | | | $ | 7,616 | |

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

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

(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.

| | | |

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

| 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 is incorporated herein 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 is incorporated herein 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 is incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed on July 23, 2009. |

| 4.4 | | Third Supplemental Indenture dated as of May 2, 2013 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, is incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed on May 2, 2013. |

| 4.5 | | Fourth Supplemental Indenture dated as of June 5, 2014 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, is incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed on June 5, 2014. |

| 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 January 30, 2015 between Carol Meyrowitz and TJX is filed herewith.* |

| 10.3 | | The Employment Agreement dated February 1, 2013 between Ernie Herrman and TJX is incorporated herein by reference to Exhibit 10.4 to the Form 10-K filed for the year ended February 2, 2013.* |

| 10.4 | | 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. The Letter Agreement dated January 31, 2014 between Jerome Rossi and TJX is incorporated herein by reference to Exhibit 10.4 to the Form 10-K filed for the year ended February 1, 2014. The Letter Agreement dated September 10, 2014 between Jerome Rossi and TJX is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended November 1, 2014. The Consulting Agreement dated as of September 10, 2014 between Jerome Rossi and TJX is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended November 1, 2014.* |

| 10.5 | | The Employment Agreement dated January 31, 2014 between and among Michael MacMillan, NBC Attire, Inc. and TJX is incorporated herein by reference to Exhibit 10.5 to the Form 10-K filed for the year ended February 1, 2014.* |