TJX Companies (TJX) 10-K risk factor changes: FY2016 vs FY2015

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

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

We may not achieve this at various times or in some [removed: divisions] [added: segments, chains] or geographies, which could adversely affect our 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 adverse weather and natural disasters or [removed: other] changes in conditions affecting our vendors and others in our supply chain, such as political [removed: instability,] [added: instability;] labor issues, including [added: port labor disputes,] strikes or threats of [removed: strikes,] [added: strikes;] or increasing cost of [added: compliance with] regulations.

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

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

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

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

Further, our substantial size [added: may add operational complexity and] imposes demands on maintaining appropriate internal resources and third party providers to support our business effectively.

These demands may increase as we grow our business, adding pressure to management and various functions across our business, including administration, merchandising, store operations, distribution and [removed: compliance] [added: 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 [added: our new chain in Australia and] the autonomy afforded to the chains in some aspects of the business increase the risk that our [removed: systems and] [added: systems, controls,] practices [added: and policies] will not be implemented [removed: appropriately] [added: effectively] throughout our Company and that information may not be appropriately shared across our [removed: operations, which risks may increase as we continue to grow, particularly as we expand into additional countries.][added: operations.]

However, doing so [added: on a timely basis] across our diverse merchandise categories and in the many markets in the U.S., [removed: Canada and] [added: Canada,] Europe [added: and Australia] in which we do business [removed: 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 add difficulty in [added: successfully entering new markets,] attracting new customers, retaining existing customers, encouraging frequent visits and adversely affect our results.

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

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

[removed: stores] [added: Although we use marketing to drive customer traffic] through various media including television, social media, database marketing, [added: mobile marketing,] print and direct marketing, [removed: and 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.

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

We compete with local, regional, national and international retailers that sell apparel, home fashions and other merchandise we sell, including in stores, through [added: e-commerce,] catalogues or other [removed: media or over the Internet.][added: media.]

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

Our performance depends on recruiting, developing, training and retaining quality sales, systems, distribution center and other Associates in large numbers as well as experienced [added: Associates in key areas such as] buying and [removed: management personnel.][added: management.]

We have a large workforce, and our ability to meet our labor needs [removed: while controlling costs, including costs of providing retirement, health and other employee benefits,] is subject to various factors such as unemployment levels; prevailing wage rates and [removed: minimum] wage requirements; participant benefit levels; changing demographics; economic 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 programs and [removed: requirements.][added: requirements, each of which could increase our costs.]

[removed: When] [added: In addition, when] wage rates or benefit levels increase in a market, increasing our wages or benefits may [removed: cause] [added: negatively impact] our earnings [removed: to decrease,] [added: as they did during fiscal 2016,] while failing to increase our wages or benefits competitively or reducing our wages or benefits, could result in a [added: 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 [removed: may be] [added: are] subject to attempts to compromise our data security.

[removed: Nevertheless,] [added: While we have taken steps designed to further strengthen the security of our computer system since the unauthorized intrusion(s) into our network discovered late in 2006, in which we believe customer data were stolen,] there can be no assurance that we will not suffer a future data compromise, that unauthorized parties will not gain access to the information that we collect, store, process or transmit, or that any such data compromise or [added: unauthorized] access will be discovered in a timely way.

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

Compromise of our data security or that of third parties with whom we do 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 [added: decrease our] customers’ willingness to shop in our [removed: stores,] [added: stores or online,] 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 stores, to enable effective communication systems, to plan and track inventory flow, to manage [removed: logistics and] [added: logistics,] to generate performance and financial [removed: reports.][added: reports and to operate our e-commerce sites.]

Supporting these [added: internal and external] systems requires a number of resources, including effective and [removed: qualified internal] [added: qualified, and in some cases, specialized,] teams.

As we grow and as our systems evolve, we must continue to hire, train, manage and retain these [removed: teams] [added: teams, including to support our customized and legacy systems,] in an effective way.

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

We modify, update, and replace our systems and 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 [removed: providers,] [added: 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.

Although we believe we are diligent in selecting [removed: systems] [added: systems, teams] and vendors and 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, [added: efficiently testing and implementing changes in a timely manner,] 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.

[removed: Potential] [added: Further, potential] issues associated with implementing technology initiatives and the time and resources required to optimize the benefits of new elements of our systems and its infrastructure could reduce the efficiency of our operations in the short term.

In addition, any interruption in the operation of our websites, particularly our e-commerce sites, 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 [added: an] interruption.

_Adverse or unseasonable weather in the markets in which our stores operate or [added: along] our [removed: distribution centers are located] [added: supply chain] could adversely affect our operating results._

As a result, adverse or unseasonable weather [removed: in our markets] could adversely affect our sales, increase markdowns and adversely affect our operating results.

Unforeseen public health issues, such as pandemics and epidemics, natural or other disasters, such as hurricanes, tornadoes, floods, earthquakes and other extreme weather and climate conditions, or fires, explosions and acts of war or [removed: terrorism, in any of our markets] [added: terrorism] could disrupt our operations or the operations of one or more of our vendors or of our supply chain or could severely damage or destroy one or more of our stores or distribution [removed: facilities located in the affected areas.]

_As our business is subject to seasonal influences, a decrease in sales or margins, a severe disruption or other significant event that impacts [removed: the] [added: our] business [added: during the second half of the year] could have a disproportionately adverse effect on our operating [removed: results if it occurs during the second half of the year._][added: results._]

[removed: Our business is subject to seasonal influences; we] [added: We] generally realize higher levels of sales and income in the second half of the year, which includes the back-to-school and year-end holiday seasons.

We believe that building the brand reputation of our retail banners is important to our continuing [removed: success, and we work to build relationships with our customers through traditional and social media and other advertising and promotional activities.][added: success.]

increase our investment, slow our planned growth or close stores or operations, which could adversely affect our financial performance.

There are risks in entering new markets, including those detailed further below.

These risks may increase as we continue to grow, particularly as we expand into additional countries.

Internet-based and other digital or mobile communication channels and other social media rapidly evolve.

Our programs

Increased labor costs, including costs of providing retirement, health and other employment benefits may adversely affect our results of operations.

facilities located in the affected areas.

Our business is subject to seasonal influences.

In the many different markets in which we do business, we work to build relationships with our customers through our various marketing campaigns.

We have recently expanded our operations into additional markets in Europe and Australia and our goal is to continue to expand our operations into other international markets in the future.

These additional risks include, among others, understanding the local retail climate and trends, local customs and cultures, seasonal differences, business practices and competitive conditions; complying with relevant laws, rules and regulations; developing the appropriate infrastructure; and identifying suitable partners for local operations and for integration with our global operations.

Any of these risks could adversely impact our operations, profitability or liquidity.

| | — | | concerns about transparent sourcing and supply chains; |

Increases in oil and gasoline prices could also adversely affect consumer spending and demand for our products.

Increased operating costs and decreased consumer spending and demand for our products could have an adverse effect on our results of operations, either individually or in the aggregate.

If we are unable to realize the anticipated benefits from acquisitions, we may be required to impair some or all of the goodwill associated with an acquisition, which could adversely impact our results of operations.

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

In addition, we either own or lease for

long periods our primary distribution centers and administrative offices.

development, investment or acquisition.

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

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

We may need to adjust these programs more quickly 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.

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

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.

We suffered an unauthorized intrusion or intrusions 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 have taken steps designed to further strengthen the security of our computer system and protocols and have instituted an ongoing program with respect to data security, consistent with a consent order with the Federal Trade Commission, to assess the ongoing effectiveness of our information security program and to maintain and enhance our program as appropriate.

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

expectations of securities analysts or investors, our share price may decline, and the decrease in the stock price may be disproportionate to the shortfall in our financial performance.

Most of our operating expenses, such as rent expense and Associate salaries, do not vary directly with the amount of our sales and are difficult to adjust in the short term.

As a result, if sales in a particular quarter are below our expectations for that quarter, we generally are not able to proportionately reduce operating expenses for that quarter, resulting in a disproportionate effect on our net income for the quarter.

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

The discussion that follows relates to our 52-week fiscal years ended January [added: 30, 2016 (fiscal 2016), January] 31, 2015 (fiscal 2015) and February 1, 2014 (fiscal [removed: 2014) and our 53-week fiscal year ended February 2, 2013 (fiscal 2013).][added: 2014).]

We operate over [removed: 3,300] [added: 3,600] 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 [added: International, formerly TJX] Europe (which operates T.K. Maxx, HomeSense and tkmaxx.com in [removed: Europe).][added: Europe, and Trade Secret in Australia).]

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

Fiscal [removed: 2015] [added: 2016] was another successful year for TJX as we posted [removed: solid] [added: strong] gains in net sales and [added: solid] earnings per share [added: growth] on top of strong increases in both fiscal [removed: 2014] [added: 2015] and fiscal [removed: 2013.][added: 2014.]

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

In fiscal 2016, we [removed: announced] [added: implemented the first phase of] an initiative to raise wages for our U.S. full- and part-time hourly store [removed: associates to at least $9.00 per hour beginning in June 2015.][added: associates.]

Highlights of our financial performance for fiscal [removed: 2015] [added: 2016] include the following:

[removed: | | — | |] Same store sales [removed: increased 2% in fiscal 2015 over an increase of 3% in fiscal 2014 and an increase of 7%] [added: growth] in fiscal [removed: 2013. The fiscal] 2015 [removed: increase] was driven by [removed: increases] [added: an increase] in the value of the average transaction [removed: and] [added: along with an increase] in customer traffic. [removed: |]

| | — | | Net sales increased to [removed: $29.1] [added: $30.9] billion for fiscal [removed: 2015,] [added: 2016,] up 6% over the same period last year. Net sales increased to [removed: $27.4] [added: $29.1] billion for fiscal [removed: 2014,] [added: 2015,] up 6% over the [removed: 53-week fiscal period in fiscal 2013.] [added: prior year.] At January [removed: 31, 2015,] [added: 30, 2016,] the number of stores in operation [added: increased 6%] and selling square footage increased 5% over the end of fiscal [removed: 2014.] [added: 2015.] |

| | — | | Earnings per share for fiscal [removed: 2015] [added: 2016] were [removed: $3.15] [added: $3.33] per diluted share compared to [removed: $2.94] [added: $3.15] per diluted share in fiscal [removed: 2014.] [added: 2015.] Fiscal 2015 earnings per share [removed: reflect] [added: includes] a charge of $0.01 from a loss on early extinguishment of debt. [removed: Diluted earnings per share for fiscal 2014 included an $0.11 per share benefit resulting from tax benefits recognized in the third quarter.] |

| | — | | Our fiscal [removed: 2015] [added: 2016] pre-tax margin (the ratio of pre-tax income to net sales) was [removed: 12.2%,] [added: 11.8%,] a [removed: 0.1] [added: 0.4] percentage point [removed: increase] [added: decrease] compared to our fiscal [removed: 2014] [added: 2015] pre-tax margin. The loss on early extinguishment of debt reduced pre-tax margin by 0.1 percentage point in fiscal 2015. |

| | — | | 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 up [removed: 3%] [added: 5% (up 6% on a constant currency basis)] at the end of fiscal [removed: 2015.] [added: 2016 as compared to the prior year.] |

| | — | | During fiscal [removed: 2015,] [added: 2016,] we repurchased [removed: 27.7] [added: 26.5] million shares of our common stock for [removed: $1.7] [added: $1.8] billion. Earnings per share reflect the benefit of the stock repurchase program. In January [removed: 2015,] [added: 2016,] our Board of Directors authorized our [removed: 16th] [added: 17th] stock repurchase program for an additional [removed: $2] [added: $2.0] billion. |

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

[added: _Net sales:_] Consolidated net sales for fiscal [removed: 2014] [added: 2016] totaled [removed: $27.4] [added: $30.9] billion, a 6% increase over [removed: $25.9] [added: $29.1] billion in fiscal [removed: 2013.][added: 2015.]

The increase [added: in fiscal 2016] reflected a [removed: 4%] [added: 7%] increase from new [removed: stores, a 3% increase from same] store sales and [removed: a 1%] [added: an 8%] increase from [removed: STP, offset by a 2% decrease attributable to the 53rd week included in fiscal 2013.][added: same store sales.]

Same store sales increases at TJX [removed: Europe] [added: International] and TJX Canada were above the consolidated average.

Same store sales increases in the U.S. for fiscal [removed: 2014] [added: 2016] were [removed: driven by] [added: due to] an increase in [removed: average ticket as well as a slight increase in] customer traffic.

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

The sales of Sierra Trading [removed: Post,] [added: Post (including stores),] tjmaxx.com and tkmaxx.com [added: (our e-commerce businesses)] are not included in same store sales.

The following table sets forth our consolidated operating results [removed: from continuing operations] as a percentage of net sales:

| | | [removed: Percentage of Net Sales] Fiscal Year [removed: 2015] [added: 2016] | | | | [removed: Percentage of Net Sales] Fiscal Year [removed: 2014] [added: 2015] | | | | [removed: Percentage of Net Sales] Fiscal Year [removed: 2013] [added: 2014] | | |

| Cost of sales, including buying and occupancy costs | | | [removed: 71.5] [added: 71.2] | | | | 71.5 | | | | [removed: 71.6] [added: 71.5] | |

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

| Loss on early extinguishment of debt | | | [removed: 0.1] [added: —] | | | | [removed: —] [added: 0.1] | | | | — | |

| Income before provision for income taxes* | | | [removed: 12.2] [added: 11.8] | % | | | [removed: 12.1] [added: 12.2] | % | | | [removed: 11.9] [added: 12.1] | % |

| Diluted earnings per share | | $ | [removed: 3.15] [added: 3.33] | | | $ | [removed: 2.94] [added: 3.15] | | | $ | [removed: 2.55] [added: 2.94] | |

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

| | — | | _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 Canada and TJX [removed: Europe.] [added: International.] 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 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: remained flat at 71.5%] [added: was 71.2%] in fiscal [removed: 2015] [added: 2016] compared to [added: 71.5% in both] fiscal [removed: 2014,] [added: 2015] and [removed: was 71.6% in] fiscal [removed: 2013.][added: 2014.]

_Selling, general and administrative expenses:_ Selling, general and administrative expenses as a percentage of net sales were [removed: 16.1%] [added: 16.8%] in fiscal [removed: 2015, 16.3%] [added: 2016, 16.1%] in fiscal [removed: 2014] [added: 2015] and [removed: 16.4%] [added: 16.3%] in fiscal [removed: 2013.][added: 2014.]

The reduction in this ratio [removed: is] [added: for fiscal 2015 was] 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.

| Dollars in thousands | | January [removed: 31, 2015] [added: 30, 2016] | | | | [removed: February 1, 2014] [added: January 31, 2015] | | | | February [removed: 2, 2013] [added: 1, 2014] | | |

| Interest expense | | $ | [removed: 64,783] [added: 68,253] | | | $ | [removed: 57,084] [added: 64,783] | | | $ | [removed: 48,582] [added: 57,084] | |

| Capitalized interest | | | [removed: (9,403] [added: (7,984] | ) | | | [removed: (10,993] [added: (9,403] | ) | | | [removed: (7,750] [added: (10,993] | ) |

| Interest (income) | | | [removed: (15,593] [added: (13,869] | ) | | | [removed: (15,010] [added: (15,593] | ) | | | [removed: (11,657] [added: (15,010] | ) |

| Interest expense, net | | $ | [removed: 39,787] [added: 46,400] | | | $ | [removed: 31,081] [added: 39,787] | | | $ | [removed: 29,175] [added: 31,081] | |

_Income taxes:_ Our effective annual income tax rate was [removed: 37.6%] [added: 37.7%] in fiscal [removed: 2015, 35.6%] [added: 2016, 37.6%] in fiscal [removed: 2014] [added: 2015] and [removed: 38.0%] [added: 35.6%] in fiscal [removed: 2013.][added: 2014.]

These benefits reduced the fiscal 2014 effective income tax rate by [removed: 1.4 percentage points and 0.8] [added: 2.2] percentage [removed: points, respectively.][added: points.]

See Note [removed: L] [added: K] to the consolidated financial statements for more information relating to income taxes.

The results of STP are reported in our Marmaxx segment.

The second phase of additional wage increases will occur in fiscal 2017.

| | — | | Same store sales increased 5% in fiscal 2016 over an increase of 2% in fiscal 2015 and an increase of 3% in fiscal 2014. The fiscal 2016 increase was driven by an increase in customer traffic. We also had a strong increase in units sold which was offset by a reduction in the average ticket. |

| | — | | Our cost of sales ratio for fiscal 2016 was 71.2%, a 0.3 percentage point decrease compared to the fiscal 2015 ratio. This improvement was driven by buying and occupancy expense leverage on strong same store sales growth as well as an increase in merchandise margin. |

| | — | | Our selling, general and administrative expense ratio for fiscal 2016 increased 0.7 percentage points to 16.8% from 16.1% in fiscal 2015. This increase is primarily due to higher store payroll costs due to our wage initiative and the impact of handling a large increase in units sold. |

The increase reflected a 4% increase from new stores and a 5% increase from same store sales, offset by a 3% negative impact from foreign currency exchange rates.

Net sales from our e-commerce businesses amount to approximately 1% of total sales and had an immaterial impact on fiscal 2016 sales growth.

We also had a strong increase in units sold which was offset by a reduction in the average ticket.

In fiscal 2016, home fashions performed better than apparel but both recorded strong same store sales growth.

Geographically, in the U.S., sales were strong in virtually all regions, with the Southeast reporting the highest same store sales growth.

The newly acquired Trade Secret stores will be included in same store sales when they meet the above definition.

| | | Percentage of Net Sales | | | | | | | | | | |

We refer to the impact of the above two items throughout our discussion as “foreign currency.” This does not include the impact currency exchange rates can have on various transactions that are denominated in a currency other than an operating division’s local currency.

When discussing the impact on our results of the effect of currency exchange rates on such transactions we refer to it as “transactional foreign exchange.”

The improvement in this expense ratio was driven by leverage on buying and occupancy costs as a result of the 5% same store sales increase along with an increase on our profit margin on merchandise sold (merchandise margin).

Together these two items benefitted the fiscal 2016 expense ratio by approximately 0.5 percentage points.

Merchandise margin improved despite the negative impact transactional foreign exchange had on the cost of merchandise for Canada and Europe this year versus last year.

The change in exchange rates increased the cost of merchandise purchased by Canada and Europe that were denominated in currencies other than their local currency, primarily the U.S. dollar.

This expense ratio was also negatively impacted by increased freight and distribution costs associated with moving more units through our supply chain and the mark to

market of inventory derivatives.

The fiscal 2015 expense ratio was comparable to that of fiscal 2014 with a slight increase in the fiscal 2015 merchandise margin.

The increase in this ratio in fiscal 2016 was primarily due to a combination of higher employee payroll costs, due to our wage initiative and an increase in units handled at the stores, along with our incremental investments and increased contributions to TJX’s charitable foundations.

The increase in net interest expense for fiscal 2016 reflects interest expense in fiscal 2016 on the financing lease obligation related to TJX Canada’s new home office of $3.7 million.

The increase in net interest expense also reflects a reduction in capitalized interest costs and interest income in the fiscal 2016 periods as compared to the same periods last year.

The increase in the fiscal 2016 income tax rate was due to the jurisdictional mix of income and the valuation allowance on foreign net operating losses.

We currently consider all of STP, including its limited number of stores, as part of our e-commerce businesses.

The results of STP have been included in our Marmaxx segment.

The former TJX Europe segment has been renamed TJX International to reflect the acquisition of Trade Secret in Australia.

At January 30, 2016, STP operated eight stores with selling square footage of 159,000.

Marmaxx same store sales also reflect an increase in units sold, which was more than offset by a decrease in the average ticket.

Our merchandise mix and pricing strategy throughout fiscal 2016 resulted in the lower average ticket which we believe contributed to strong growth in customer traffic and in units sold.

Geographically, same store sales were strong throughout most of the country with the Southeast region particularly strong.

Home fashions outperformed apparel for fiscal 2016 with both categories posting same store sales growth.

increase in customer traffic.

Marmaxx results for fiscal 2016 reflect an increase in merchandise margin and occupancy expense leverage on same store sales growth of approximately 0.6 percentage points.

However, these gains were offset by higher distribution costs, reflecting the increase in units processed as well as higher store payroll, primarily due to our wage initiative, and processing more units at the store level.

In addition, tjmaxx.com and STP (our U.S. e-commerce businesses) had a negative impact on year-over-year segment margin comparisons of 0.3 percentage points.

Our e-commerce businesses operate at lower profit margins and at STP, we incurred additional costs as we work to transition this business to be less promotional to align more closely with our off-price model and to adjust its merchandise mix.

Overall, e-commerce sales represent less than 2% of Marmaxx’s net sales.

| Dollars in millions | | January 30, 2016 | | | | January 31, 2015 | | | | February 1, 2014 | | |

| | — | | 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. |

| | — | | Our selling, general and administrative expense ratio for fiscal 2015 decreased 0.2 percentage points from 16.3% in fiscal 2014 to 16.1%. |

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, same store sales increases in the U.S. were strongest in the West Coast and Florida.

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

The 0.1 percentage point improvement in this ratio for fiscal 2014 was primarily due to slight expense leverage in buying and occupancy costs, as merchandise margins were comparable to the prior year.

The improvement in this ratio for fiscal 2014 was primarily due to year-over-year favorability from a combination of items that negatively impacted the fiscal 2013 expense ratio.

Fiscal 2013 included a non-cash charge for the cumulative impact of a correction to our pension accrual, a non-operating charge due to the adjustment in our reserve for former operations relating to closed stores and contributions to the TJX Foundation.

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

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 e-commerce site, tjmaxx.com.

The 53rd week increased the fiscal 2013 segment margin by approximately 0.2 percentage points.

Excluding the extra week in fiscal 2013, 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.

International Segments:

Net sales for TJX Canada decreased 2% in fiscal 2014 as compared to fiscal 2013.

Currency translation negatively impacted sales growth by 4 percentage points in fiscal 2014, as compared to the same period in the prior year.

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 decrease in segment margin was due to expense deleverage on the flat same store sales, particularly occupancy and administrative costs and the absence of the 53rd week which benefited fiscal 2013 segment margin by 0.2 percentage points.

These factors more than offset the year-over-year favorable impact of the mark-to-market adjustment on inventory-related derivatives of $14 million and an increase in merchandise margin.

TJX Europe

| Increase in same store sales | | | 3 | % | | | 6 | % | | | 10 | % |

The fiscal 2015 same store sales increase of 3% compares to an increase of 6% in fiscal 2014 and a 10% increase in fiscal 2013.

Net sales for TJX Europe increased 10% in fiscal 2014 to $3.6 billion compared to $3.3 billion in fiscal 2013.

Currency translation had an immaterial impact on fiscal 2014 sales growth.

Segment profit increased 28% to $275.5 million for fiscal 2014, and segment margin increased to 7.6%.

The improvement in segment margin was due primarily to expense leverage on strong same store sales, particularly buying and occupancy costs and a lower incentive compensation accrual.

The mark-to-market adjustment on inventory-related derivatives had a negative impact of 0.3 percentage points and the 53rd week in fiscal 2013 had a negative impact of 0.2 percentage points on the year-over-year comparison of segment margin for fiscal 2014.

Overall general corporate expense in fiscal 2015 decreased slightly from the prior year.

This decrease reflects a favorable adjustment to our reserve for former operations in fiscal 2015 as well as

costs incurred in fiscal 2014 relating to our home office relocations.

Fiscal 2013 included contributions to the TJX Foundation, an adjustment to our reserve for former operations and the acquisition costs of STP.

This decline in general corporate expense was largely offset by increases in systems and technology costs, stock compensation and costs relating to our home office relocations.

As more fully described in Note [removed: F] [added: E] 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 a portion of our intercompany transactions with and within our international operations.

[removed: We utilize currency forward and] swap contracts, designed to offset the gains or losses on the underlying exposures.

Our [removed: Foreign Exchange Risk Management Policy] [added: foreign exchange risk management policy] prohibits us from using derivative financial instruments for trading or other speculative purposes [removed: or using] [added: and we do not use] any leveraged derivative financial instruments.

As of January [added: 30, 2016 and 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 [added: the] fiscal [removed: 2015] [added: year] by approximately [added: $69 million and] $73 [removed: million.][added: million, respectively.]

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

Our currency risk primarily relates to our activity in the Canadian dollar, British pound and Euro.

We utilize currency forward and

Our over [removed: 3,300] [added: 3,600] 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.

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

[removed: Our Businesses.] [added: _Our Businesses._] We operate our business in four major [removed: divisions:] [added: segments:] Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX [removed: Europe.][added: International (formerly referred to as 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: 2,094] [added: 2,163] stores.

Our HomeGoods chain, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 487] [added: 526] stores, HomeGoods offers a broad array of home fashions, including home basics, giftware, accent furniture, lamps, rugs, wall décor, [added: seasonal items,] decorative accessories from around the [removed: world, seasonal] [added: world] and other merchandise.

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

The merchandise offering at its [removed: 234] [added: 245] stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry and The Runway, a designer section.

HomeSense has [removed: 96] [added: 101] stores with a merchandise mix of home fashions similar to HomeGoods.

We brought Marshalls to Canada in 2011 and operate [removed: 38] [added: 41] Marshalls stores in Canada.

[removed: _TJX EUROPE:_][added: | Europe | | | 14 | | | | 14 | | | | 13 | |]

Our TJX [removed: Europe division] [added: International segment] operates the T.K. Maxx and HomeSense chains in [removed: Europe.][added: Europe and starting in late 2015, the Trade Secret chain in Australia.]

With [removed: 407] [added: 456] stores, T.K. Maxx operates in the U.K., Ireland, [removed: Germany] [added: Germany, Poland, Austria] and [removed: Poland.][added: the Netherlands.]

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

Its [removed: 33] [added: 39] 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.

In addition to our four major [removed: divisions,] [added: segments,] we operate Sierra Trading Post, acquired in 2012, a leading off-price Internet retailer of brand name 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: six] [added: eight] 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 [removed: values.][added: values every day.]

[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 buying organization, which numbers more than 1,000 Associates in [removed: 13] [added: 15] buying offices in [removed: ten] [added: 11] 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 [removed: marketplace, which include, among others, order cancellations, manufacturer overruns, closeouts and special production direct from brands and factories.][added: marketplace.]

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

Our expansive vendor universe, which is in excess of [removed: 17,000,] [added: 18,000,] consists primarily of manufacturers along with retailers and other vendors, and provides us substantial and diversified access to merchandise.

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

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 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 [removed: privileges] [added: privileges;] and we have financial strength and an excellent credit rating.

[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 to spur frequent customer visits.

[removed: Pricing.] [added: _Pricing._] Our mission is to offer [added: quality, fashionable,] brand name and [removed: designer, fashionable, quality] [added: designer] 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 continue to renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales.

We [removed: accept a variety of payment methods including cash, credit cards and debit cards, and] [added: also] offer TJX-branded credit cards in the U.S. through a bank, but do not own the customer receivables.

[removed: Distribution.] [added: _Distribution._] We operate distribution centers encompassing approximately [removed: 13] [added: 14] million square feet in [removed: five] [added: six] countries.

These centers are [added: generally] large, highly automated and built to suit our specific, off-price business model.

[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 [removed: divisions] [added: major segments] in the last two fiscal years, our growth estimates for fiscal [removed: 2016] [added: 2017] and our estimates of the store growth potential of these [removed: divisions] [added: segments] in their current geographies:

| | | [removed: | Fiscal 2014] [added: Fiscal 2016] | | | | Fiscal 2015 | | | | Fiscal [removed: 2016 (estimated) | | | | | | |] [added: 2014] | | |

| T.J. Maxx | | | 29,000 | | | | [removed: 1,079] [added: 1,119] | | | | [removed: 1,119] [added: 1,156] | | | | | | | | | |

| Marshalls | | | 30,000 | | | | [removed: 942] [added: 975] | | | | [removed: 975] [added: 1,007] | | | | | | | | | |

| HomeGoods | | | 25,000 | | | | [removed: 450] [added: 487] | | | | [removed: 487] [added: 526] | | | | [removed: 527] [added: 576] | | | | 1,000 | |

| Winners | | | [removed: 29,000] [added: 28,000] | | | | [removed: 227] [added: 234] | | | | [removed: 234] [added: 245] | | | | | | | | | |

| HomeSense | | | [removed: 24,000] [added: 21,000] | | | | [removed: 91] [added: 33] | | | | [removed: 96] [added: 39] | | | | | | | | | |

| Marshalls | | | 30,000 | | | | [removed: 27] [added: 38] | | | | [removed: 38] [added: 41] | | | | | | | | | |

_TJX INTERNATIONAL:_

We acquired Trade Secret in the fall of 2015.

The merchandise offering at its 35 stores in Australia is comparable to T.J. Maxx.

These opportunities include, among others, order cancellations, manufacturer overruns, closeouts and special production direct from brands and factories.

We accept a variety of payment methods including cash, credit cards and debit cards.

| | | | Fiscal 2015 | | | | Fiscal 2016 | | | | Fiscal 2017 (estimated) | | | | | | | | | |

| | | | | | | | 2,094 | | | | 2,163 | | | | 2,223 | | | | 3,000 | |

| | | | | | | | 368 | | | | 387 | | | | 417 | | | | 500 | |

| TJX International | | | | | | | | | | | | | | | | | | | | |

| Trade Secret | | | 22,000 | | | | — | | | | 35 | | | | | | | | | |

| | | | | | | | 440 | | | | 530 | | | | 580 | | | | 1,100 | (2) |

| TJX Total | | | | | | | 3,395 | (1) | | | 3,614 | (1) | | | 3,809 | (1) | | | 5,600 | |

Revenue from Australia was not material during fiscal 2016.

Information about our long-lived assets by geography for the last three fiscal years can be found in Note A to the consolidated financial statements.

| Total Stores | | | 1,156 | | | | 1,007 | | | | 526 | |

| Ontario | | | 112 | | | | 47 | | | | 24 | |

| Austria | | | 3 | | | | — | |

| The Netherlands | | | 2 | | | | — | |

Australia:

| | | | | |

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

| | | Trade Secret | | |

| Australian Capital Territory | | | 2 | |

| New South Wales | | | 11 | |

| Queensland | | | 17 | |

| Victoria | | | 5 | |

Executive Officers of the Registrant

The following are the executive officers of TJX as of March 29, 2016:

| | | | | |

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

| Name | | Age | | Office and Business Experience |

| Kenneth Canestrari | | 54 | | 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. |

| | | | | |

| Scott Goldenberg | | 62 | | Senior Executive Vice President and Chief Financial Officer since April 2014; Executive Vice President and Chief Financial Officer from January 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 | | 55 | | Chief Executive Officer since January 2016. Director since October 2015. 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 | | 59 | | Senior Executive Vice President, Group President 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 with TJX from 1985 to 2000. |

| | | | | |

| Carol Meyrowitz | | 62 | | Executive Chairman of the Board since January 2016. Chairman of the Board from June 2015 to January 2016. Chief Executive Officer from January 2007 to January 2016. 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 Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX, from 1983 to 2001. |

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

We have not

We shipped approximately 2.1 billion units to our stores during fiscal 2015.

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

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

| TJX Europe | | | | | | | | | | | | | | | | | | | | |

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

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

| Europe | | | 14 | | | | 13 | | | | 13 | |

The results of STP are reported in our Marmaxx segment.

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

TJX is also a defendant in lawsuits filed in federal courts brought as putative class actions on behalf of customers relating to TJX’s compare at pricing.

For the fiscal year ended January [removed: 31, 2015][added: 30, 2016]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on August [removed: 2, 2014,] [added: 1, 2015,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $36,559,935,457] [added: $46,987,637,661] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 683,473,567] [added: 662,591,204] shares of the registrant’s common stock, $1.00 par value, outstanding as of February [removed: 28, 2015.][added: 27, 2016.]

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, 2015] [added: 7, 2016] (Part III).

This Form 10-K and our [removed: 2014] [added: 2015] 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: 2014] [added: 2015] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or [added: the] Exchange Act.

You are advised, however, to consult any further disclosures we may make in our future reports to the Securities and Exchange Commission [removed: (“SEC”),] [added: (SEC),] on our website, or otherwise.

10-K 1 d110852d10k.htm 10-K

10-K 1 d855793d10k.htm FORM 10-K

| --- | --- |

We lease virtually all of our over [removed: 3,300] [added: 3,600] store locations, generally for [removed: 10-year terms] [added: an initial term of 10 years] with options to extend the lease term for one or more 5-year periods in the U.S. and Canada, and [added: an initial term of] 10 to [removed: 15-year terms] [added: 15 years] in Europe, some of which have options to extend.

The following is a summary of our primary owned and leased distribution centers and primary administrative office locations as of January [removed: 31, 2015.][added: 30, 2016.]

| | | Las Vegas, Nevada | | [removed: 713,000] [added: 1,103,000] s.f.—owned |

| TJX [removed: Europe] [added: International] | | Wakefield, England | | 176,000 s.f.—leased |

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

| TJX Canada | | Mississauga, Ontario | | [removed: 198,000] [added: 434,000] s.f.—leased |

| TJX [removed: Europe] [added: International] | | Watford, England | | [removed: 154,000] [added: 238,000] s.f.—leased |

| | | Chickasaw, Tennessee | | 415,000 s.f.—leased |

| | | Memphis, Tennessee | | 300,000 s.f.—leased |

| | | | | |

| | | | | |

| | | Banksmeadow, Australia | | 13,000 s.f.—shared service agreement |

Trade Secret, part of TJX International, maintains third-party arrangements for two distribution centers in Australia totaling approximately 98,000 square feet.

| --- | --- |

The quarterly high and low sale prices for our common stock for fiscal [removed: 2015] [added: 2016] and fiscal [removed: 2014] [added: 2015] are as follows:

| | | Fiscal [removed: 2015] [added: 2016] | | | | | | | | Fiscal [removed: 2014] [added: 2015] | | | | | | |

| First | | $ | [removed: 62.37] [added: 71.03] | | | $ | [removed: 55.82] [added: 63.66] | | | $ | [removed: 49.71] [added: 62.37] | | | $ | [removed: 43.43] [added: 55.82] | |

| Second | | $ | [removed: 59.95] [added: 70.52] | | | $ | [removed: 51.91] [added: 64.30] | | | $ | [removed: 54.08] [added: 59.95] | | | $ | [removed: 48.71] [added: 51.91] | |

| Third | | $ | [removed: 64.20] [added: 76.93] | | | $ | [removed: 52.76] [added: 67.25] | | | $ | [removed: 61.29] [added: 64.20] | | | $ | [removed: 50.31] [added: 52.76] | |

| Fourth | | $ | [removed: 69.84] [added: 74.65] | | | $ | [removed: 59.69] [added: 63.53] | | | $ | [removed: 64.38] [added: 69.84] | | | $ | [removed: 56.47] [added: 59.69] | |

The approximate number of common shareholders at January [removed: 31, 2015] [added: 30, 2016] was [removed: 132,600.][added: 152,500.]

Our Board of Directors declared four quarterly dividends of [removed: $0.175] [added: $0.21] per share for fiscal [removed: 2015] [added: 2016] and [removed: $0.145] [added: $0.175] per share for fiscal [removed: 2014.][added: 2015.]

While our dividend policy is subject to periodic review by our Board of Directors, we are currently planning to pay a [removed: $0.21] [added: $0.26] per share quarterly dividend in fiscal [removed: 2016,] [added: 2017,] 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: 2015] [added: 2016] and the average price paid per share are as follows:

| (3) | During the [removed: third] [added: fourth] quarter of fiscal [removed: 2015,] [added: 2016,] TJX completed the [removed: $1.5] [added: $2.0] billion program announced in February [removed: 2013] [added: 2014] and initiated a $2.0 billion stock repurchase program announced in February [removed: 2014.] [added: 2015.] Under this program, we repurchased a total of [removed: 10.8] [added: 7.3] million shares [removed: (including 6.2 million in the fourth quarter)] at a cost of [removed: $686] [added: $509] million in [removed: fiscal 2015] [added: the fourth quarter of 2016] and as of January [removed: 31, 2015] [added: 30, 2016,] approximately [removed: $1.3] [added: $1.5] billion remained available for [removed: purchase.] [added: purchase under this plan.] Additionally, [added: as announced] on February [removed: 25, 2015, we announced] [added: 24, 2016,] our [removed: 16th] [added: Board approved our 17th] stock repurchase program [removed: authorizing] [added: in late January to authorize] an additional $2.0 billion in repurchases from time to [removed: time.] [added: time, which is included in the table above.] |

| November 1, 2015 through November 28, 2015 | | | 2,322,030 | | | $ | 69.47 | | | | 2,322,030 | | | $ | 1,839,083,436 | |

| November 29, 2015 through January 2, 2016 | | | 2,061,924 | | | $ | 70.81 | | | | 2,061,924 | | | $ | 1,693,083,493 | |

| January 3, 2016 through January 30, 2016 | | | 2,956,614 | | | $ | 68.43 | | | | 2,956,614 | | | $ | 3,490,760,082 | |

| Total: | | | 7,340,568 | | | | | | | | 7,340,568 | | | | | |

| 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 | | | | | |

| Dollars in millions [added: except per share amounts] | | Fiscal Year Ended [removed: January] | | | | | | | | | | | | | | | | | | |

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

| Net sales | | $ | [removed: 29,078] [added: 30,945] | | | $ | [removed: 27,423] [added: 29,078] | | | $ | [removed: 25,878] [added: 27,423] | | | $ | [removed: 23,191] [added: 25,878] | | | $ | [removed: 21,942] [added: 23,191] | |

| Income from continuing operations | | $ | [removed: 2,215] [added: 2,278] | | | $ | [removed: 2,137] [added: 2,215] | | | $ | [removed: 1,907] [added: 2,137] | | | $ | [removed: 1,496] [added: 1,907] | | | $ | [removed: 1,340] [added: 1,496] | |

| Weighted average common shares for diluted earnings per share calculation (in [removed: thousands)(1)] [added: thousands)] | | | [removed: 703,545] [added: 683,251] | | | | [removed: 726,376] [added: 703,545] | | | | [removed: 747,555] [added: 726,376] | | | | [removed: 773,772] [added: 747,555] | | | | [removed: 812,826] [added: 773,772] | |

| Diluted earnings per share from continuing [removed: operations(1)] [added: operations] | | $ | [removed: 3.15] [added: 3.33] | | | $ | [removed: 2.94] [added: 3.15] | | | $ | [removed: 2.55] [added: 2.94] | | | $ | [removed: 1.93] [added: 2.55] | | | $ | [removed: 1.65] [added: 1.93] | |

| Cash dividends declared per [removed: share(1)] [added: share] | | $ | [removed: 0.70] [added: 0.84] | | | $ | [removed: 0.58] [added: 0.70] | | | $ | [removed: 0.46] [added: 0.58] | | | $ | [removed: 0.38] [added: 0.46] | | | $ | [removed: 0.30] [added: 0.38] | |

| Cash and cash equivalents | | $ | [removed: 2,494] [added: 2,095] | | | $ | [removed: 2,150] [added: 2,494] | | | $ | [removed: 1,812] [added: 2,150] | | | $ | [removed: 1,507] [added: 1,812] | | | $ | [removed: 1,742] [added: 1,507] | |

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

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

| Shareholders’ equity | | $ | [removed: 4,264] [added: 4,307] | | | $ | [removed: 4,230] [added: 4,264] | | | $ | [removed: 3,666] [added: 4,230] | | | $ | [removed: 3,209] [added: 3,666] | | | $ | [removed: 3,100] [added: 3,209] | |

| After-tax return (continuing operations) on average shareholders’ equity | | | [removed: 52.2] [added: 53.1] | % | | | [removed: 54.1] [added: 52.2] | % | | | [removed: 55.5] [added: 54.1] | % | | | [removed: 47.4] [added: 55.5] | % | | | [removed: 44.7] [added: 47.4] | % |

| Total debt as a percentage of total capitalization(3) | | | [removed: 27.6] [added: 27.4] | % | | | [removed: 23.2] [added: 27.6] | % | | | [removed: 17.4] [added: 23.2] | % | | | [removed: 19.7] [added: 17.4] | % | | | [removed: 20.3] [added: 19.7] | % |

| T.J. Maxx | | | [removed: 1,119] [added: 1,156] | | | | [removed: 1,079] [added: 1,119] | | | | [removed: 1,036] [added: 1,079] | | | | [removed: 983] [added: 1,036] | | | | [removed: 923] [added: 983] | |

| Marshalls | | | [removed: 975] [added: 1,007] | | | | [removed: 942] [added: 975] | | | | [removed: 904] [added: 942] | | | | [removed: 884] [added: 904] | | | | [removed: 830] [added: 884] | |

| Sierra Trading Post | | | [removed: 6] [added: 8] | | | | [removed: 4] [added: 6] | | | | 4 | | | | [removed: —] [added: 4] | | | | — | |

| HomeGoods | | | [removed: 487] [added: 526] | | | | [removed: 450] [added: 487] | | | | [removed: 415] [added: 450] | | | | [removed: 374] [added: 415] | | | | [removed: 336] [added: 374] | |

| Winners | | | [removed: 234] [added: 245] | | | | [removed: 227] [added: 234] | | | | [removed: 222] [added: 227] | | | | [removed: 216] [added: 222] | | | | [removed: 215] [added: 216] | |

| HomeSense | | | [removed: 96] [added: 39] | | | | [removed: 91] [added: 33] | | | | [removed: 88] [added: 28] | | | | [removed: 86] [added: 24] | | | | [removed: 82] [added: 24] | |

| Marshalls | | | [removed: 38] [added: 41] | | | | [removed: 27] [added: 38] | | | | [removed: 14] [added: 27] | | | | [removed: 6] [added: 14] | | | | [removed: —] [added: 6] | |

| T.K. Maxx | | | [removed: 407] [added: 456] | | | | [removed: 371] [added: 407] | | | | [removed: 343] [added: 371] | | | | [removed: 332] [added: 343] | | | | [removed: 307] [added: 332] | |

| HomeSense | | | [removed: 33] [added: 101] | | | | [removed: 28] [added: 96] | | | | [removed: 24] [added: 91] | | | | [removed: 24] [added: 88] | | | | [removed: 24] [added: 86] | |

| Total | | | [removed: 3,395] [added: 3,614] | | | | [removed: 3,219] [added: 3,395] | | | | [removed: 3,050] [added: 3,219] | | | | [removed: 2,905] [added: 3,050] | | | | [removed: 2,859] [added: 2,905] | |

| T.J. Maxx | | | [removed: 25,461] [added: 26,158] | | | | [removed: 24,712] [added: 25,461] | | | | [removed: 23,894] [added: 24,712] | | | | [removed: 22,894] [added: 23,894] | | | | [removed: 21,611] [added: 22,894] | |

| Marshalls | | | [removed: 23,715] [added: 24,308] | | | | [removed: 23,092] [added: 23,715] | | | | [removed: 22,380] [added: 23,092] | | | | [removed: 22,042] [added: 22,380] | | | | [removed: 20,912] [added: 22,042] | |

| Sierra Trading Post | | | [removed: 122] [added: 159] | | | | [removed: 83] [added: 122] | | | | 83 | | | | [removed: —] [added: 83] | | | | — | |

| HomeGoods | | | [removed: 9,537] [added: 10,234] | | | | [removed: 8,865] [added: 9,537] | | | | [removed: 8,210] [added: 8,865] | | | | [removed: 7,391] [added: 8,210] | | | | [removed: 6,619] [added: 7,391] | |

| Winners | | | [removed: 5,310] [added: 5,470] | | | | [removed: 5,196] [added: 5,310] | | | | [removed: 5,115] [added: 5,196] | | | | [removed: 5,008] [added: 5,115] | | | | [removed: 4,966] [added: 5,008] | |

| HomeSense | | | [removed: 1,824] [added: 1,900] | | | | [removed: 1,748] [added: 1,824] | | | | [removed: 1,698] [added: 1,748] | | | | [removed: 1,670] [added: 1,698] | | | | [removed: 1,594] [added: 1,670] | |

| Marshalls | | | [removed: 914] [added: 975] | | | | [removed: 666] [added: 914] | | | | [removed: 363] [added: 666] | | | | [removed: 162] [added: 363] | | | | [removed: —] [added: 162] | |

| T.K. Maxx | | | [removed: 9,109] [added: 9,970] | | | | [removed: 8,383] [added: 9,109] | | | | [removed: 7,830] [added: 8,383] | | | | [removed: 7,588] [added: 7,830] | | | | [removed: 7,052] [added: 7,588] | |

| HomeSense | | | [removed: 545] [added: 639] | | | | [removed: 464] [added: 545] | | | | [removed: 411] [added: 464] | | | | [removed: 402] [added: 411] | | | | 402 | |

| Total | | | [removed: 76,537] [added: 80,480] | | | | [removed: 73,209] [added: 76,537] | | | | [removed: 69,984] [added: 73,209] | | | | [removed: 67,157] [added: 69,984] | | | | [removed: 66,030] [added: 67,157] | |

| (2) | Includes long-term debt, exclusive of current installments and capital lease [removed: obligation,] [added: obligations,] less [added: the] portion due within one year. |

| (3) | Total capitalization includes shareholders’ equity, short-term debt, long-term debt and capital lease [removed: obligation,] [added: obligations,] including current maturities. |

| | January 30, 2016 | | | | January 31, 2015 | | | | February 1, 2014 | | | | February 2, 2013 | | | | January 28, 2012 | | | |

| Working capital(1) | | $ | 2,370 | | | $ | 2,648 | | | $ | 2,449 | | | $ | 1,855 | | | $ | 1,963 | |

| Total assets(1) | | $ | 11,499 | | | $ | 10,989 | | | $ | 10,098 | | | $ | 9,422 | | | $ | 8,180 | |

| In Australia: | | | | | | | | | | | | | | | | | | | | |

| Trade Secret | | | 35 | | | | — | | | | — | | | | — | | | | — | |

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

| In Australia: | | | | | | | | | | | | | | | | | | | | |

| Trade Secret | | | 667 | | | | — | | | | — | | | | — | | | | — | |

| (1) | Amounts adjusted to reflect the reclassification of current deferred tax assets and liabilities to noncurrent in accordance with ASU 2015-17. We reclassified $138 million, $102 million, $96 million and $106 million of net deferred tax assets from current to noncurrent at January 31, 2015, February 1, 2014, February 2, 2013 and January 28, 2012, respectively. See “Note A: Summary of Accounting Policies” within Item 8 of this Form 10-K for additional information. |

| except per share amounts | | 2015 | | | | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | |

| Working capital | | $ | 2,785 | | | $ | 2,550 | | | $ | 1,951 | | | $ | 2,069 | | | $ | 1,966 | |

| Total assets | | $ | 11,128 | | | $ | 10,201 | | | $ | 9,512 | | | $ | 8,282 | | | $ | 7,972 | |

| A.J. Wright(4) | | | — | | | | — | | | | — | | | | — | | | | 142 | |

| A.J. Wright(4) | | | — | | | | — | | | | — | | | | — | | | | 2,874 | |

| (1) | Fiscal 2011 has been adjusted to reflect the two-for-one stock split effected in February 2012. |

| --- | --- |

| (4) | As a result of the consolidation of the A.J. Wright chain, all A.J. Wright stores ceased operations by the end of February 2011. |

The information required by this item may be found on pages F-1 through [removed: F-33] [added: F-34] of this [removed: Annual Report] [added: annual report] on [added: 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 [added: 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: 2015] [added: 2016] 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 January [removed: 31, 2015] [added: 30, 2016] based on criteria established in _Internal Control—Integrated Framework 2013_ issued 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 January [removed: 31, 2015.][added: 30, 2016.]

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 January [removed: 31, 2015,] [added: 30, 2016,] 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.

TJX will file with the Securities and Exchange Commission [added: (SEC)] a definitive proxy statement no later than 120 days after the close of its fiscal year ended January [removed: 31, 2015] [added: 30, 2016] (Proxy Statement).

The [added: other] 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,” [added: and] “Audit Committee Report” and [added: “Beneficial Ownership” in] “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement, which sections are incorporated herein by reference.

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

The Code of Ethics for TJX Executives is designed to ensure integrity in [removed: its] [added: TJX’s] financial reports and public disclosures.

We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the Code of Business Conduct and Ethics for Directors within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the [removed: Securities and Exchange Commission.][added: SEC.]

The information concerning our executive officers is set forth under the heading “Executive Officers of the Registrant” in Part I of this report.

Executive Officers of the Registrant

The following are the executive officers of TJX as of March 31, 2015:

| | | | | | | |

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

| Name | | Age | | | | Office and Employment During Last Five Years |

| Bernard Cammarata | | | 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. |

| 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. |

| Scott Goldenberg | | | 61 | | | Senior Executive Vice President and Chief Financial Officer since April 2014. Executive Vice President and Chief Financial Officer from January 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 | | | 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 | | | 58 | | | Senior Executive Vice President, Group President 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 | | | 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 | | | 57 | | | 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 | | | 57 | | | 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 2015 and until their successors are elected and qualified.

| --- | --- |

| Fiscal Year Ended January 31, 2015 | | [removed: $] [added: $] | [removed: 37,429] [added: 37,429] | | | [removed: $] [added: $] | [removed: 1,348,933] [added: 1,348,933] | | | [removed: $] [added: $] | [removed: 1,350,886] [added: 1,350,886] | | | [removed: $] [added: $] | [removed: 35,476] [added: 35,476] | |

| Fiscal Year Ended January [removed: 31, 2015] [added: 30, 2016] | | [removed: $] | [removed: 31,363] | | | [removed: $] | [removed: (11,775] | [removed: )] | | [removed: $] | [removed: 5,014] | | | [removed: $] | [removed: 14,574] | |

| Fiscal Year Ended January 31, 2015 | | [removed: $] [added: $] | [removed: 14,696] [added: 14,696] | | | [removed: $] [added: $] | [removed: 72,604] [added: 72,604] | | | [removed: $] [added: $] | [removed: 72,997] [added: 72,997] | | | [removed: $] [added: $] | [removed: 14,303] [added: 14,303] | |

[removed: (b)] [added: b)] Exhibits

| [removed: 10.1] [added: 10.6] | | The Employment Agreement dated as of [removed: June 13, 2012] [added: September 29, 2014] between [removed: Bernard Cammarata] [added: Kenneth Canestrari] and TJX is incorporated herein by reference to Exhibit [removed: 10.1] [added: 10.3] to the Form 10-Q filed for the quarter ended [removed: July 28, 2012.*] [added: November 1, 2014.*] |

| [removed: 10.2] [added: 10.1] | | The [added: Amended and Restated] Employment Agreement dated January [removed: 30, 2015] [added: 29, 2016] between Carol Meyrowitz and TJX is filed herewith.* |

| [removed: 10.3] [added: 10.4] | | The Employment Agreement dated [removed: February 1, 2013] [added: January 30, 2015] between [removed: Ernie Herrman] [added: Richard Sherr] and TJX is incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.7] to the Form 10-K filed for the [added: fiscal] year ended [removed: February 2, 2013.*] [added: January 31, 2015.*] |

| [removed: 10.4] [added: 10.3] | | The Employment Agreement dated [removed: as of] January [removed: 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 [removed: Jerome Rossi] and [added: among Michael MacMillan, NBC Attire, Inc. and] TJX is incorporated herein by reference to Exhibit [removed: 10.4] [added: 10.5] to the Form 10-K filed for the year ended February 1, 2014. The Letter Agreement dated [removed: September 10, 2014] [added: March 30, 2015] between [removed: Jerome Rossi] and [removed: 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] [added: among Michael MacMillan, NBC Attire, Inc.] and TJX is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended [removed: November 1, 2014.*] [added: May 2, 2015.*] |

| 10.5 | | The Employment Agreement dated January [removed: 31, 2014] [added: 30, 2015] between [removed: and among Michael MacMillan, NBC Attire, Inc.] [added: Scott Goldenberg] and TJX is incorporated herein by reference to Exhibit [removed: 10.5] [added: 10.8] to the Form 10-K filed for the [added: fiscal] year ended [removed: February 1, 2014.*] [added: January 31, 2015.*] |

| [removed: 10.6] [added: 10.27] | | The [removed: Employment] [added: form of TJX Indemnification] Agreement [removed: dated February 1, 2013 between Nan Stutz] [added: for its executive officers] and [removed: TJX] [added: directors] is incorporated herein by reference to Exhibit [removed: 10.7] [added: 10(r)] to the Form 10-K filed for the [added: fiscal] year ended [removed: February 2, 2013.*] [added: January 27, 1990.*] |

| [removed: 10.7] [added: 10.2] | | The [added: Amended and Restated] Employment Agreement dated January [removed: 30, 2015] [added: 29, 2016] between [removed: Richard Sherr] [added: Ernie Herrman] and TJX is filed herewith.* |

| [removed: 10.9] [added: 10.30] | | The [removed: Employment] [added: Trust] Agreement [added: for Executive Savings Plan] dated as of [removed: September 29, 2014] [added: October 23, 2015] between [removed: Kenneth Canestrari and] TJX [added: and Vanguard Fiduciary Trust Company] is incorporated herein by reference to Exhibit [removed: 10.3] [added: 10.5] to the Form 10-Q filed for the quarter ended [removed: November 1, 2014.*] [added: October 31, 2015.*] |

| [removed: 10.10] [added: 10.7] | | The Stock Incentive Plan (2013 Restatement) is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended May 4, 2013.* |

| [removed: 10.11] [added: 10.8] | | The Stock Incentive Plan Rules for U.K. Employees, as amended April 7, 2009, is incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended July 31, 2010.* |

| [removed: 10.12] [added: 10.9] | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as amended and restated through June 1, 2004 is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended July 31, 2004.* |

| [removed: 10.13] [added: 10.10] | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2009 is incorporated herein by reference to Exhibit 12.1 to the Form 10-Q filed for the quarter ended October 31, 2009. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2009 is incorporated herein by reference to Exhibit 12.2 to the Form 10-Q filed for the quarter ended October 31, 2009.* |

| [removed: 10.14] [added: 10.11] | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 9, 2010 is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 30, 2010. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 9, 2010 is incorporated herein by reference to Exhibit 10.19 to the Form 10-K filed for the year ended January 28, 2012.* |

| [removed: 10.15] [added: 10.12] | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012 is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 27, 2012. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012 is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 27, 2012.* |

| [removed: 10.16] [added: 10.13] | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013 is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended November 2, 2013. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2013 is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended November 2, 2013.* |

| [removed: 10.17] [added: 10.14] | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014 is incorporated herein by reference to Exhibit 10.4 to the Form 10-Q filed for the quarter ended November 1, 2014. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014 is incorporated herein by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter ended November 1, 2014.* |

| [removed: 10.18] [added: 10.16] | | The Form of Performance-Based Restricted Stock Award granted under the Stock Incentive Plan as of [removed: April 2, 2012 is incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended April 28, 2012. The Form of Performance-Based Restricted Stock Award granted under the Stock Incentive Plan as of] February 1, 2013 is incorporated herein by reference to Exhibit 10.16 to the Form 10-K filed for the year ended February 2, 2013. The Form of Performance-Based Restricted Stock Award granted under the Stock Incentive Plan as of September 19, 2013 is incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended November 2, 2013.* |

| [removed: 10.19] [added: 10.17] | | The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of April 2, [removed: 2012 is incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended April 28, 2012. The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of April 2,] 2013 is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended May 4, 2013.* |

| 10.20 | | The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan is [added: incorporated herein by reference to Exhibit 10.20 to the Form 10-K] filed [removed: herewith.*] [added: for the fiscal year ended January 31, 2015.*] |

| 10.23 | | The General Deferred Compensation Plan (1998 Restatement) (the [removed: “GDCP”)] [added: GDCP)] and First Amendment to the GDCP, effective January 1, 1999, are incorporated herein by reference to Exhibit 10.9 to the Form 10-K for the fiscal year ended January 30, 1999. The Second Amendment to the GDCP, effective January 1, 2000, is incorporated herein by reference to Exhibit 10.10 to the Form 10-K filed for the fiscal year ended January 29, 2000. The Third and Fourth Amendments to the GDCP are incorporated herein by reference to Exhibit 10.17 to the Form 10-K for the fiscal year ended January 28, 2006. The Fifth Amendment to the GDCP, effective January 1, 2008 is incorporated herein by reference to Exhibit 10.17 to the Form 10-K filed [added: for] the fiscal year ended January 31, 2009.* |

| 10.24 | | The Supplemental Executive Retirement Plan (2015 Restatement) is [added: incorporated herein by reference to Exhibit 10.3 to the Form 10-Q] filed [removed: herewith.*] [added: for the quarter ended May 2, 2015.*] |

| 10.25 | | The Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) [added: (the ESP)] is [added: incorporated herein by reference to Exhibit 10.25 to the Form 10-K] filed [added: for the fiscal year ended January 31, 2015. The First Amendment to the ESP, dated December 30, 2015, is filed] herewith.* |

| 10.26 | | The Canadian Executive Savings Plan (effective November 1, 1999) of Winners Merchants International, LP (successor to Winners Apparel Ltd.) is incorporated herein by reference to Exhibit 10.26 to the Form 10-K filed for the [added: fiscal] year ended February 2, 2013.* |

| 101 | | The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended January [removed: 31, 2015,] [added: 30, 2016,] formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements. |

| | | | | [added: | |] THE TJX COMPANIES, INC. | [removed: | |]

| Dated: March [removed: 31, 2015] [added: 29, 2016] | | | | | | Scott Goldenberg, Chief Financial Officer |

| /s/ [removed: CAROL MEYROWITZ Carol Meyrowitz,] [added: ERNIE HERRMAN Ernie Herrman,] Chief Executive [removed: Officer] [added: Officer, President] and Director (Principal Executive Officer) | | [added: /s/] SCOTT [removed: GOLDENBERG*] [added: GOLDENBERG] Scott Goldenberg, Chief Financial Officer (Principal Financial and Accounting Officer) |

| ZEIN ABDALLA* Zein Abdalla, Director | | [removed: MICHAEL F. HINES* Michael F. Hines,] [added: AMY B. LANE* Amy B. Lane,] Director |

| DAVID T. CHING* David T. Ching, Director | | [removed: WILLIAM H. SWANSON* William H. Swanson,] [added: WILLOW B. SHIRE* Willow B. Shire,] Director |

| Dated: March [removed: 31, 2015] [added: 29, 2016] | | | | Scott Goldenberg, [removed: for himself and] as attorney-in-fact |

For Fiscal Years Ended January [added: 30, 2016, January] 31, [removed: 2015, February 1, 2014] [added: 2015] and February [removed: 2, 2013.][added: 1, 2014.]

| [Report of Independent Registered Public Accounting [removed: Firm](#fin855793_1)] [added: Firm](#fin110852_1)] | | | F-2 | |

| [Consolidated Statements of Income for the fiscal years ended January [added: 30, 2016, January] 31, [removed: 2015, February 1, 2014] [added: 2015] and February [removed: 2, 2013](#fin855793_2)] [added: 1, 2014](#fin110852_2)] | | | F-3 | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended January [added: 30, 2016, January] 31, [removed: 2015, February 1, 2014] [added: 2015] and February [removed: 2, 2013](#fin855793_3)] [added: 1, 2014](#fin110852_3)] | | | F-4 | |

| [Consolidated Balance Sheets as of January [removed: 31, 2015] [added: 30, 2016] and [removed: February 1, 2014](#fin855793_4)] [added: January 31, 2015](#fin110852_4)] | | | F-5 | |

| [Consolidated Statements of Cash Flows for the fiscal years ended January [added: 30, 2016, January] 31, [removed: 2015, February 1, 2014] [added: 2015] and February [removed: 2, 2013](#fin855793_5)] [added: 1, 2014](#fin110852_5)] | | | F-6 | |

| Fiscal Year Ended January 30, 2016 | | $ | 35,476 | | | $ | 1,497,963 | | | $ | 1,491,716 | | | $ | 41,723 | |

| Fiscal Year Ended January 30, 2016 | | $ | 14,303 | | | $ | 80,738 | | | $ | 75,355 | | | $ | 19,686 | |

| 10.15 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015 is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 31, 2015. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2015 is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 31, 2015.* |

| 10.18 | | The Performance-Based Restricted Stock Award granted under the Stock Incentive Plan on January 29, 2016 to Carol Meyrowitz is filed herewith.* |

| 10.19 | | The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman is filed herewith.* |

| JOSE B. ALVAREZ* José B. Alvarez, Director | | CAROL MEYROWITZ* Carol Meyrowitz, Executive Chairman of the Board of Directors |

| MICHAEL F. HINES* Michael F. Hines, Director | | WILLIAM H. SWANSON* William H. Swanson, Director |

As discussed in Note K to the consolidated financial statements, the Company changed the manner in which it accounts for the classification of deferred taxes in the consolidated balance sheets due to the adoption of ASU 2015-17, Balance Sheet Classification of Deferred Taxes.

March 29, 2016

| Net income | | $ | 2,277,658 | | | $ | 2,215,128 | | | $ | 2,137,396 | |

| Amounts in thousands except share amounts | | January 30, 2016 | | | | January 31, 2015 | | |

| Cash and cash equivalents | | $ | 2,095,473 | | | $ | 2,493,775 | |

| Total current assets | | | 6,772,560 | | | | 6,577,444 | |

| TOTAL ASSETS | | $ | 11,499,482 | | | $ | 10,988,750 | |

| Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued | | | — | | | | — | |

| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 11,499,482 | | | $ | 10,988,750 | |

| Net income | | $ | 2,277,658 | | | $ | 2,215,128 | | | $ | 2,137,396 | |

| Cash paid for acquisition of Trade Secret, net of cash received | | | (57,104 | ) | | | — | | | | — | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | 2,277,658 | | | | 2,277,658 | |

| Common stock repurchased | | | (26,554 | ) | | | (26,554 | ) | | | (265,840 | ) | | | — | | | | (1,535,903 | ) | | | (1,828,297 | ) |

| Balance, January 30, 2016 | | | 663,496 | | | $ | 663,496 | | | $ | — | | | $ | (667,472 | ) | | $ | 4,311,051 | | | $ | 4,307,075 | |

The businesses that utilize the retail method have some inventory that is initially valued at cost before the retail method is applied as it has not been fully processed for sale (e.g. inventory in transit and unprocessed inventory in our distribution centers).

2014.

We have entered into several lease agreements where we are deemed the owner of a construction project for accounting purposes.

| Australia | | | 10,054 | | | | — | | | | — | |

The following is a rollforward of goodwill by component:

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

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

| Amounts in thousands | | Marmaxx | | | | Winners | | | | Sierra Trading Post | | | | Trade Secret | | | | Total | | |

| Balance, February 2, 2013 | | $ | 70,027 | | | $ | 2,226 | | | $ | 98,035 | | | $ | — | | | $ | 170,288 | |

| Adjustment to purchase price | | | — | | | | — | | | | (781 | ) | | | — | | | | (781 | ) |

| Effect of exchange rate changes on goodwill | | | — | | | | (234 | ) | | | — | | | | — | | | | (234 | ) |

| Balance, February 1, 2014 | | | 70,027 | | | | 1,992 | | | | 97,254 | | | | — | | | | 169,273 | |

| Effect of exchange rate changes on goodwill | | | — | | | | (251 | ) | | | — | | | | — | | | | (251 | ) |

| Balance, January 31, 2015 | | | 70,027 | | | | 1,741 | | | | 97,254 | | | | — | | | | 169,022 | |

| Additions | | | — | | | | — | | | | — | | | | 25,233 | | | | 25,233 | |

| Effect of exchange rate changes on goodwill | | | — | | | | (154 | ) | | | — | | | | (190 | ) | | | (344 | ) |

| Balance, January 30, 2016 | | $ | 70,027 | | | $ | 1,587 | | | $ | 97,254 | | | $ | 25,043 | | | $ | 193,911 | |

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

The Trade Secret tradename is being amortized over 10 years and was carried at a value of $11.6 million in fiscal 2016 net of amortization of $300,000.

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

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

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

| 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 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 | |

| 10.8 | | The Employment Agreement dated January 30, 2015 between Scott Goldenberg and TJX is filed herewith.* |

| 10.27 | | The form of TJX Indemnification Agreement for its executive officers and directors is incorporated herein by reference to Exhibit 10(r) to the Form 10-K filed for the fiscal year ended January 27, 1990. * |

| 10.30 | | The Trust Agreement for Executive Savings Plan dated as of January 1, 2005 between TJX and Wells Fargo Bank, N.A. is incorporated herein by reference to Exhibit 10.26 to the Form 10-K filed for the fiscal year ended January 29, 2005.* |

| JOSE B. ALVAREZ* José B. Alvarez, Director | | AMY B. LANE* Amy B. Lane, Director |

| BERNARD CAMMARATA* Bernard Cammarata, Chairman of the Board of Directors | | WILLOW B. SHIRE* Willow B. Shire, Director |

March 31, 2015

| | | Fiscal Year Ended | | | | | | | | | | |

| | | | | | | | | | | (53 weeks) | | |

| | | | | | | | | | | | (53 weeks) | |

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

| Total current assets | | | 6,715,061 | | | | 6,067,998 | |

| TOTAL ASSETS | | $ | 11,128,381 | | | $ | 10,201,022 | |

| Non-current deferred income taxes, net | | | 422,516 | | | | 446,071 | |

| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 11,128,381 | | | $ | 10,201,022 | |

| Other | | | — | | | | — | | | | 34,490 | |

| Cash payments on capital lease obligation | | | — | | | | — | | | | (1,456 | ) |

| Cash and cash equivalents at beginning of year | | | 2,149,746 | | | | 1,811,957 | | | | 1,507,112 | |

| Balance, January 28, 2012 | | | 746,702 | | | $ | 746,702 | | | $ | — | | | $ | (192,575 | ) | | $ | 2,655,163 | | | $ | 3,209,290 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | 1,906,687 | | | | 1,906,687 | |

| Common stock repurchased | | | (31,959 | ) | | | (31,959 | ) | | | (242,914 | ) | | | — | | | | (1,070,209 | ) | | | (1,345,082 | ) |

The fiscal year ended February 2, 2013 (fiscal 2013) included 53 weeks.

| | | (53 weeks) | | | | | | | | | | |

Amortization expense for property held under a capital lease was $1.7 million in fiscal 2013.

Goodwill totaled $169.0 million as of January 31, 2015, $169.3 million as of February 1, 2014 and $170.3 million as of February 2, 2013.

TJX is currently evaluating the impact of the new pronouncement on its consolidated financial statements.

_Revisions:_ The cash flow impact of purchases and sales of investments designed to meet obligations under TJX’s Executive Savings Plan of approximately $10.0 million in both fiscal 2014 and 2013 has been adjusted to correct the presentation from ‘other’, in operating activity, to ‘Purchases of investments’ or ‘Sales and maturities of investments’ in cash flows from investing activity.

These revisions to the statement of cash flows represent errors that are not deemed to be material, individually or in the aggregate, to the prior period financial statements.

Acquisition of Sierra Trading Post

On December 21, 2012, TJX acquired Sierra Trading Post (STP), an off-price Internet retailer, which included the operating assets of its online business, sierratradingpost.com and four retail locations.