TJX Companies (TJX) 10-K risk factor changes: FY2017 vs FY2016

The risks that [removed: follow,] [added: follow are those that we think,] individually or in the aggregate, [removed: are those that we think] could cause our actual results to differ materially from those stated or implied in forward-looking statements.

_Failure to execute our opportunistic buying strategy and inventory management could adversely affect our [removed: business._][added: results._]

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

We may not achieve this [added: pricing differential] at various times or in some segments, chains or geographies, which could adversely affect our results.

[removed: We] [added: Similarly, we] must also properly execute our inventory management strategy of [removed: delivering] [added: distributing] the right product to the right stores [added: in the right quantities] at the right time.

[removed: We] [added: To respond to customer demand and effectively manage pricing and markdowns, we] need to appropriately allocate [removed: merchandise among our stores, timely] and [removed: efficiently distribute inventory] [added: deliver merchandise] to [added: our] stores, maintain an appropriate mix and level of inventory in each store, [added: and] appropriately change the allocation of floor space [removed: of] [added: at our] stores among product [removed: categories to respond to customer demand and effectively manage pricing and markdowns.][added: categories.]

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

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

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

Further, our substantial size [removed: may add operational complexity and] imposes demands on [added: effectively managing our complex operations and] 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, [added: systems,] merchandising, store operations, distribution and compliance, and on appropriately staffing and training [removed: personnel] [added: Associates] in these areas as we grow.

The large size and scale of our operations, our multiple [removed: chains] [added: banners and locations] in the U.S., [removed: Canada and] [added: Canada,] Europe and [removed: our new chain in] Australia and the autonomy afforded to the [removed: chains] [added: banners] in some aspects of the business increase the risk that our systems, controls, practices and policies will not be implemented effectively [added: or consistently] throughout our Company and that information may not be appropriately shared across our operations.

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

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

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 [removed: successfully entering new markets,] attracting new customers, retaining existing customers, encouraging frequent visits and adversely affect our results.

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

Meeting [removed: demand] [added: these expectations] effectively involves identifying the right opportunities and making the right investments at the right time and with the right speed, among other things, and failure to do so may impact our reputation and our financial results.

_If we fail to successfully implement [removed: our_ _various] [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 may be influenced by our marketing efforts, the name recognition and reputation of our [removed: chains] [added: banners] and the location of and service offered in our stores.

Although we use marketing to drive customer traffic through various media including television, [removed: social] [added: radio, print, outdoor, digital/social] media, [removed: database marketing,] [added: email,] mobile [removed: marketing, print] and direct [removed: marketing,] [added: mail,] 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.

[added: Further, we may not effectively implement strategies with respect to rapidly evolving] Internet-based and other digital or mobile communication channels and other social [removed: media rapidly evolve.][added: media.]

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

The retail apparel and home fashion [removed: business is] [added: businesses are] highly competitive.

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

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

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

_Failure to [removed: attract, train and retain] [added: employ] quality Associates in appropriate numbers, including key Associates and management, could adversely affect our performance._

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

[removed: Many] [added: A significant number] of our Associates are in entry level or part-time positions with historically high rates of turnover.

Availability and skill of Associates may differ across markets in which we do business and in new markets we enter, and we [removed: need] [added: may be unable] to manage our labor needs effectively.

Similar to other retailers, we face challenges in securing and retaining sufficient talent in management and other key areas for many reasons, including competition in the retail industry [removed: generally] and for talent in various geographic markets.

If we do not [removed: continue to] [added: effectively] attract qualified individuals, train them in our business model, support their development and retain them, our [removed: performance] [added: growth] could be [removed: adversely affected or] [added: limited and] our [removed: growth] [added: performance] could be [removed: limited.][added: adversely affected.]

We have a large workforce, and our ability to meet our labor needs [added: and control labor costs] is subject to various factors such as unemployment levels; prevailing wage rates and wage requirements; participant benefit levels; changing demographics; economic conditions; interest rate changes; economic, demographic and other actuarial assumptions; health and other insurance costs and [removed: the] [added: a dynamic] regulatory environment, including health care legislation, immigration law, and governmental labor and employment and employee benefits programs and requirements, each of which could increase our costs.

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

In addition, when wage rates or benefit levels increase in a market, increasing our wages or benefits may negatively impact our earnings as they did during fiscal [removed: 2016,] [added: 2016 and fiscal 2017,] while failing to increase our wages or benefits competitively or reducing our wages or benefits, could result in a 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.

[removed: Certain] [added: Many] Associates in our distribution centers are members of unions and therefore subject us to the risk of labor actions of various kinds as well as risks and potential [added: material] expenses associated with multiemployer plans, including from [removed: potential] [added: plan underfunding, benefit cuts,] withdrawal [removed: liability and potential] [added: liability, or] insolvency of other participating [removed: employers.][added: employers or governmental insurance programs.]

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

While we have taken steps designed to further strengthen the security of our computer [removed: system] [added: systems] 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 [removed: 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 unauthorized access will be discovered in a timely way.][added: security]

In addition, an Associate, contractor or third [removed: party] [added: parties] with whom we [removed: do business] [added: work] or to whom we outsource business operations may fail to monitor their or our systems effectively, may fail to maintain appropriate [removed: safeguards or one of those parties] [added: safeguards,] 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 involving, or otherwise disclose, such information.

Compromise of our data security or that of third parties with whom we [removed: do business] [added: work] or to whom we outsource business operations, including through cyber-attacks or other external or internal [removed: methods,] [added: methods or error,] 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 decrease our customers’ willingness to shop in our 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.

Similarly, new stores may not achieve the same sales or profit

New competitors frequently enter the

compromise, that unauthorized parties will not gain access to the information that we collect, store, process or transmit or otherwise interfere with our systems, or that any such data security compromise or unauthorized access will be discovered in a timely way.

benefit of the change and managing the potential disruption of the operation of the systems and diversion of internal teams’ attention as the changes are implemented.

Overall, the efficient operation and successful growth of our business depends upon our information systems, including our ability to operate, maintain and develop them effectively and a failure of those systems could disrupt our business, subject us to liability or otherwise impact our financial results.

Similarly, challenges or reactions to action (or inaction) or perceived action (or inaction) by our company on issues like compliance related to social, product, labor and environmental standards or other sensitive topics, could harm our reputation.

If we, or third parties that perform services on our

Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations may require us to invest in compliance efforts before changes are certain.

Where we are the

In addition, we have recorded intangible assets and goodwill and the value of the tradenames in connection with our acquisitions of Trade Secret and STP and

may similarly do so in the future in connection with other acquisitions.

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 changes in conditions affecting our vendors and others in our supply chain, such as political instability; labor issues, including port labor disputes, strikes or threats of strikes; or increasing cost of compliance with regulations.

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

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.

Our programs

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

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

The efficient operation and successful growth of our business depends upon our information systems, including our ability to operate and maintain them effectively, to select appropriate internal teams and vendors to maintain or enhance them and to select and implement appropriate new technologies, systems, controls, hardware, software and applications and adequate disaster recovery systems successfully.

The failure of our information systems and the third party systems we rely on to perform as designed, or our failure to implement and operate them effectively, could disrupt our business or subject us to liability and thereby harm our profitability.

Consumer spending, in turn, affects retail sales.

facilities located in the affected areas.

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.

In addition, we either own or lease for

The discussion that follows relates to our 52-week fiscal years ended January [added: 28, 2017 (fiscal 2017), January] 30, 2016 (fiscal [removed: 2016),] [added: 2016) and] January 31, 2015 (fiscal [removed: 2015) and February 1, 2014 (fiscal 2014).][added: 2015).]

We operate over [removed: 3,600] [added: 3,800] 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 International, [removed: formerly TJX Europe] (which operates T.K. Maxx, HomeSense and tkmaxx.com in Europe, and Trade Secret in Australia).

In the U.S. we also operate Sierra Trading Post (STP), [removed: a leading] [added: an] off-price Internet retailer with a small number of stores.

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

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

Highlights of our financial performance for fiscal [removed: 2016] [added: 2017] include the following:

| | — | | Same store sales increased 5% in fiscal [removed: 2016] [added: 2017] over an increase of [removed: 2%] [added: 5%] in fiscal [removed: 2015] [added: 2016] and an increase of [removed: 3%] [added: 2%] in fiscal [removed: 2014.] [added: 2015.] The fiscal [removed: 2016] [added: 2017] increase was driven [added: primarily] by an increase in customer traffic. [removed: We also had a strong increase in units sold which was offset by a reduction in the average ticket.] |

| | — | | Net sales increased to [removed: $30.9] [added: $33.2] billion for fiscal [removed: 2016,] [added: 2017,] up [removed: 6%] [added: 7%] over the same period last year. Net sales increased to [removed: $29.1] [added: $30.9] billion for fiscal [removed: 2015,] [added: 2016,] up 6% over the prior year. At January [removed: 30, 2016,] [added: 28, 2017,] the number of stores in operation increased [removed: 6%] [added: 5%] and selling square footage increased [removed: 5%] [added: 4%] over the end of fiscal [removed: 2015.] [added: 2016.] |

[removed: | | — | | Earnings] [added: Diluted earnings] per share [removed: for fiscal 2016] were [added: $3.46 in fiscal 2017,] $3.33 [removed: per diluted share compared to] [added: in fiscal 2016 and] $3.15 [removed: per diluted share] in fiscal 2015. [removed: Fiscal 2015 earnings per share includes a charge of $0.01 from a loss on early extinguishment of debt. |]

| | — | | Our fiscal [removed: 2016] [added: 2017] pre-tax margin (the ratio of pre-tax income to net sales) was [removed: 11.8%,] [added: 11.2%,] a [removed: 0.4] [added: 0.6] percentage point decrease compared to our fiscal [removed: 2015] [added: 2016] pre-tax margin. The [removed: loss on early extinguishment of debt] [added: two third quarter charges] reduced pre-tax margin by [removed: 0.1] [added: 0.3] percentage [removed: point] [added: points] in fiscal [removed: 2015.] [added: 2017.] |

| | — | | Our cost of sales ratio for fiscal [removed: 2016] [added: 2017] was [removed: 71.2%,] [added: 71.0%,] a [removed: 0.3] [added: 0.2] percentage point decrease compared to the fiscal [removed: 2015] [added: 2016] ratio. This improvement was driven by [removed: 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 [removed: 2016] [added: 2017] increased [removed: 0.7] [added: 0.6] percentage points to [removed: 16.8%] [added: 17.4%] from [removed: 16.1%] [added: 16.8%] in fiscal [removed: 2015.] [added: 2016.] This increase is primarily due to higher store payroll costs due to [removed: our] wage [removed: initiative] [added: increases] and [removed: the impact of handling a large increase in units sold.] [added: investments to support our growth.] |

| | — | | Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce businesses, were [removed: up] [added: down] 5% [removed: (up 6%] [added: (down 4%] on a constant currency basis) at the end of fiscal [removed: 2016] [added: 2017] as compared to the prior year. |

| | — | | During fiscal [removed: 2016,] [added: 2017,] we repurchased [removed: 26.5] [added: 22.3] million shares of our common stock for [removed: $1.8] [added: $1.7] billion. Earnings per share reflect the benefit of the stock repurchase program. In January [removed: 2016,] [added: 2017,] our Board of Directors authorized our [removed: 17th] [added: 18th] stock repurchase program for an additional [removed: $2.0] [added: $1.0] billion. |

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

The increase reflected a [removed: 4%] [added: 5%] increase from [removed: new stores] [added: same store sales] and a [removed: 5%] [added: 4%] increase from [removed: same store sales,] [added: new stores,] 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 [removed: 2016] [added: 2017] sales growth.

[added: _Net sales:_] Consolidated net sales for fiscal [removed: 2015] [added: 2017] totaled [removed: $29.1] [added: $33.2] billion, a [removed: 6%] [added: 7%] increase over [removed: $27.4] [added: $30.9] billion in fiscal [removed: 2014.][added: 2016.]

The increase reflected a [removed: 4%] [added: 5%] increase from [removed: new stores] [added: same store sales] and a [removed: 2%] [added: 4%] increase from [removed: same store sales.][added: new stores,]

Same store sales increases in the U.S. for fiscal [removed: 2015] [added: 2017] were [removed: driven by increases] [added: primarily due to an increase] in [removed: the value of the average transaction and] customer traffic.

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

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

The [removed: newly] [added: recently] acquired Trade Secret stores will be included in same store sales when they meet the above definition.

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

| | | Fiscal Year [removed: 2016] [added: 2017] | | | | Fiscal Year [removed: 2015] [added: 2016] | | | | Fiscal Year [removed: 2014] [added: 2015] | | |

| Cost of sales, including buying and occupancy costs | | | [removed: 71.2] [added: 71.0] | | | | [removed: 71.5] [added: 71.2] | | | | 71.5 | |

| Selling, general and administrative expenses | | | [removed: 16.8] [added: 17.4] | | | | [removed: 16.1] [added: 16.8] | | | | [removed: 16.3] [added: 16.1] | |

| Loss on early extinguishment of debt | | | [removed: —] [added: 0.2] | | | | [removed: 0.1] [added: —] | | | | [removed: —] [added: 0.1] | |

| Income before provision for income taxes* | | | [removed: 11.8] [added: 11.2] | % | | | [removed: 12.2] [added: 11.8] | % | | | [removed: 12.1] [added: 12.2] | % |

| Diluted earnings per share | | $ | [removed: 3.33] [added: 3.46] | | | $ | [removed: 3.15] [added: 3.33] | | | $ | [removed: 2.94] [added: 3.15] | |

_Cost of sales, including buying and occupancy costs:_ Cost of sales, including buying and occupancy costs, as a percentage of net sales was [removed: 71.2%] [added: 71.0%] in fiscal [removed: 2016] [added: 2017] compared to [removed: 71.5%] [added: 71.2%] in [removed: both] fiscal [removed: 2015] [added: 2016] and [added: 71.5% in] fiscal [removed: 2014.][added: 2015.]

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

[removed: Together] [added: Similar to fiscal 2017, 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 [added: TJX] Canada and Europe [removed: this year] [added: for fiscal 2016] versus [removed: last year.][added: fiscal 2015.]

The change in exchange rates increased the cost of merchandise purchased by [added: TJX] Canada and Europe that were denominated in currencies other than [removed: their] [added: the divisions’ respective] 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 [added: market of inventory derivatives.]

_Selling, general and administrative expenses:_ Selling, general and administrative expenses as a percentage of net sales were [removed: 16.8%] [added: 17.4%] in fiscal [removed: 2016, 16.1%] [added: 2017, 16.8%] in fiscal [removed: 2015] [added: 2016] and [removed: 16.3%] [added: 16.1%] in fiscal [removed: 2014.][added: 2015.]

[removed: The] [added: Similar to fiscal 2017, 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 [removed: units handled at the stores,] [added: supply chain costs,] along with our incremental [removed: investments and increased contributions to TJX’s charitable foundations.][added: investments.]

| Dollars in thousands | | January [removed: 30, 2016] [added: 28, 2017] | | | | January [removed: 31, 2015] [added: 30, 2016] | | | | [removed: February 1, 2014] [added: January 31, 2015] | | |

| Interest expense | | $ | [removed: 68,253] [added: 69,219] | | | $ | [removed: 64,783] [added: 68,253] | | | $ | [removed: 57,084] [added: 64,783] | |

Fiscal 2017 was another successful year for TJX.

In addition, we continue to reinvest in our business by adding new stores and remodeling existing ones, while continuing to strengthen our infrastructure in support of our continuing growth, and we implemented the second phase of our wage initiative to raise wages for U.S. hourly store associates.

| | — | | Earnings per share for fiscal 2017 were $3.46 per diluted share compared to $3.33 per diluted share in fiscal 2016. Fiscal 2017 earnings per share was reduced by $0.07 from a loss on the early extinguishment of debt and a pension settlement charge during the third quarter. |

offset by a 2% negative impact from foreign currency exchange rates.

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

In fiscal 2017, 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 and the Great Lakes regions reporting the highest same store sales growth.

| Pension settlement charge | | | 0.1 | | | | — | | | | — | |

Together these two items benefitted the fiscal 2017 expense ratio by approximately 0.5 percentage points.

Merchandise margin improved despite the continued pressure transactional foreign exchange had on the cost of merchandise at our foreign segments this year versus the prior year.

Although not as significant as in fiscal 2016, the change in exchange rates continued to impact the cost of merchandise that was denominated in currencies other than our foreign segments’ local currency, primarily the U.S. dollar.

These improvements were partially offset by higher supply chain costs and the negative impact of the mark to market of inventory derivatives.

The increase in this ratio in fiscal 2017 was primarily due to a combination of higher employee payroll costs, due to wage

increases, investments to support our growth and supply chain costs, partially offset by the favorable impact of reduced contributions to the TJX charitable foundations in fiscal 2017.

In addition the fiscal 2016 expense ratio was unfavorably impacted by higher contributions to TJX’s charitable foundations in fiscal 2016 as compared to the prior year.

_Loss on early extinguishment of debt:_ On September 12, 2016 we issued $1.0 billion of 2.25% ten year notes.

We used a portion of the proceeds to redeem our $375 million 6.95% notes on October 12, 2016, prior to their scheduled maturity of April 15, 2019.

We recorded a pre-tax loss on the early extinguishment of debt of $51.8 million.

_Pension settlement charge:_ During the fiscal 2017 third quarter, we offered eligible former TJX Associates, who had not yet commenced receiving their qualified pension plan benefit, an opportunity to receive a lump sum payout of their vested pension benefit.

On October 21, 2016, TJX’s qualified pension plan paid $103.2 million from pension plan assets to those who accepted this offer.

This transaction had no cash impact on TJX, but did result in a non-cash pre-tax settlement charge of $31.2 million.

The decrease in net interest expense for fiscal 2017 is due to additional interest income as a result of an increase in investments as well as an increase in interest rates.

In addition, the fiscal 2016 effective income tax rates benefitted from a reduction in our reserve for uncertain tax positions related to our adoption of the new Tangible Property Regulations.

The increase in the fiscal 2016 effective income tax rate, as compared to fiscal 2015, was primarily due to the jurisdictional mix of income and the valuation allowance on foreign net operating losses.

The third quarter charges from the loss on early extinguishment of debt and the pension settlement, collectively reduced fiscal 2017 net income by $50.0 million, or $0.07 per share.

| STP | | | 12 | | | | 8 | | | | 6 | |

| Total | | | 2,233 | | | | 2,171 | | | | 2,100 | |

| STP | | | 227 | | | | 159 | | | | 122 | |

| Total | | | 51,591 | | | | 50,625 | | | | 49,298 | |

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

Geographically, same store sales were strong throughout most of the country with the Southeast and Great Lakes regions particularly strong.

Home fashions outperformed apparel for fiscal 2017 with both categories posting same store sales growth.

Segment margin in fiscal 2017 was 14.1% compared to 14.3% in fiscal 2016.

Marmaxx results for fiscal 2017 reflect an increase in merchandise margin and buying and occupancy expense leverage, on same store

sales growth, of approximately 0.7 percentage points.

However, these gains were more than offset by higher store payroll costs, primarily due to wage increases and processing more units at the store level, higher distribution costs, as well as an increase in credit card chargeback costs.

Tjmaxx.com and STP (our U.S. e-commerce businesses) did not have a significant impact on year-over-year segment margin comparisons.

Segment profit margin for fiscal 2017 was 13.9% compared to 14.0% for fiscal 2016.

These increases in segment margin were more than offset by higher payroll costs related to wage increases, an increase in distribution costs, which includes the opening of a new distribution center in fiscal 2017, and an increase in credit card chargeback costs.

We also plan on launching a new U.S. home concept, with the first few stores opening later in fiscal 2018.

In fiscal 2016, we implemented the first phase of an initiative to raise wages for our U.S. full- and part-time hourly store associates.

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

Foreign currency exchange rates and e-commerce sales had an immaterial impact on fiscal 2015 net sales growth.

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

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

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 reduction in this ratio 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.

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

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

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

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

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

The increase in the fiscal 2015 effective income tax rate, as compared to fiscal 2014, was primarily due to the impact on the fiscal 2014 income tax rate from tax benefits in fiscal 2014 of approximately $80 million, which were primarily due to a reduction in our reserve for uncertain tax positions as a result of settlements with state taxing authorities and the reversal of valuation allowances against foreign net operating loss carryforwards.

These benefits reduced the fiscal 2014 effective income tax rate by 2.2 percentage points.

Diluted earnings per share were $3.33 in fiscal 2016, $3.15 in fiscal 2015 and $2.94 in fiscal 2014.

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

The tax benefits referred to above added $0.11 to earnings per share for fiscal 2014.

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

| Total Marmaxx | | | 2,163 | | | | 2,094 | | | | 2,021 | |

| Total Marmaxx | | | 50,466 | | | | 49,176 | | | | 47,804 | |

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

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

At February 1, 2014, STP operated four stores with selling square footage of 83,000.

increase in customer traffic.

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

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

Geographically, same store sales increases were strongest in the Southeast and Southwest.

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

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

Segment profit margin for fiscal 2015 was 13.6%, up from 12.9% for fiscal 2014.

Same store sales increased 3% in fiscal 2015.

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

The decline in merchandise margin in fiscal 2015 as compared to fiscal 2014 was also largely related to transactional foreign exchange.

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

| Increase in same store sales | | | 4 | % | | | 3 | % | | | 6 | % |

The increase in same store sales for fiscal 2016 was primarily driven by an increase in customer traffic.

Net sales for TJX International increased 13% in fiscal 2015 to $4.1 billion compared to $3.6 billion in fiscal 2014.

Segment profit margin increased 0.6 percentage points to 8.2% in fiscal 2015 compared to fiscal 2014.

The mark-to-market adjustment on inventory-related derivatives also had a positive impact.

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

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

As of January [removed: 30, 2016] [added: 28, 2017] and January [removed: 31, 2015,] [added: 30, 2016,] the analysis indicated that such an adverse movement would not have a material effect on our consolidated financial position [removed: but could have reduced our pre-tax income for the fiscal year by approximately $69 million and $73 million, respectively.]

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

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

but could have reduced our pre-tax income for the fiscal year by approximately $65 million and $69 million, respectively.

We utilize currency forward and

[removed: Our] [added: We have] over [removed: 3,600] [added: 3,800] stores [added: that] 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 [added: retail] prices on comparable merchandise, every day.

We reach a broad range of customers across many income levels and [added: across] other demographic groups with our value proposition.

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

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: 2,163] [added: 2,221] stores.

Our HomeGoods chain, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 526] [added: 579] stores, HomeGoods offers a broad array of home fashions, including home basics, giftware, accent furniture, lamps, rugs, wall décor, seasonal items, decorative accessories from around the world and other merchandise.

The merchandise offering at its [removed: 245] [added: 255] stores across Canada is comparable to T.J. Maxx, with select stores offering fine [removed: jewelry] [added: jewelry,] and The Runway, a designer section.

HomeSense has [removed: 101] [added: 106] stores with a merchandise mix of home fashions similar to HomeGoods.

We brought Marshalls to Canada in 2011 and operate [removed: 41] [added: 57] Marshalls stores in Canada.

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

With [removed: 456] [added: 503] stores, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

Its [removed: 39] [added: 44] 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 [removed: major] [added: main] segments, we operate Sierra Trading Post, [removed: acquired in 2012, a leading] [added: an] 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: eight] [added: 12] retail stores in the U.S.

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

Our logistics and distribution operations are designed to support our buying strategies and to facilitate quick, efficient and differentiated delivery of merchandise to our stores, with a goal of getting the right merchandise to the right stores at the right [removed: times.][added: time.]

[removed: We also] acquire some merchandise that we offer under in-house brands or brands that are licensed to us.

[removed: Over the past several years, we have been investing] [added: We continue to invest] in our supply chain with the goal of continuing to operate with low inventory levels, to ship more efficiently and [removed: quickly] [added: quickly,] and to more precisely and effectively allocate merchandise to each store.

_Distribution._ We operate distribution centers encompassing approximately [removed: 14] [added: 16] million square feet in six [removed: countries.][added: countries, including a third-party operated distribution center in Australia.]

The following table provides information on the store growth of our four major segments in the last two fiscal years, our growth estimates for fiscal [removed: 2017] [added: 2018] and our estimates of the store growth potential of these segments in their current geographies:

| | | [removed: | Fiscal 2015] [added: Fiscal 2017] | | | | Fiscal 2016 | | | | Fiscal [removed: 2017 (estimated) | | | | | | |] [added: 2015] | | |

| T.J. Maxx | | | [removed: 29,000] [added: 28,000] | | | | [removed: 1,119] [added: 1,156] | | | | [removed: 1,156] [added: 1,186] | | | | | | | | | |

| Marshalls | | | 30,000 | | | | [removed: 975] [added: 1,007] | | | | [removed: 1,007] [added: 1,035] | | | | | | | | | |

| HomeGoods | | | [removed: 25,000] [added: 24,000] | | | | [removed: 487] [added: 526] | | | | [removed: 526] [added: 579] | | | | [removed: 576] [added: 660] | | | | 1,000 | |

| Winners | | | 28,000 | | | | [removed: 234] [added: 245] | | | | [removed: 245] [added: 255] | | | | | | | | | |

| HomeSense | | | [removed: 24,000] [added: 23,000] | | | | [removed: 96] [added: 101] | | | | [removed: 101] [added: 106] | | | | | | | | | |

| Marshalls | | | [removed: 30,000] [added: 29,000] | | | | [removed: 38] [added: 41] | | | | [removed: 41] [added: 57] | | | | | | | | | |

| T.K. Maxx | | | 30,000 | | | | [removed: 407] [added: 456] | | | | [removed: 456] [added: 503] | | | | | | | | | |

| HomeSense | | | [removed: 21,000] [added: 20,000] | | | | [removed: 33] [added: 39] | | | | [removed: 39] [added: 44] | | | | | | | | | |

| Trade Secret | | | 22,000 | | | | [removed: —] [added: 35] | | | | 35 | | | | | | | | | |

| TJX Total | | | | | | | [removed: 3,395] [added: 3,614] | (1) | | | [removed: 3,614] [added: 3,812] | (1) | | | [removed: 3,809] [added: 4,061] | [removed: (1)] [added: (1)(3)] | | | 5,600 | |

| (1) | [removed: Included in the] [added: The] TJX [removed: Total are six] [added: total includes 8] Sierra Trading Post stores for fiscal [removed: 2015, eight] [added: 2016, 12] Sierra Trading Post stores for fiscal [removed: 2016,] [added: 2017,] and [removed: 13] [added: 27] Sierra Trading Post stores estimated for fiscal [removed: 2017.] [added: 2018; however, Sierra Trading Post stores are not included in estimated store growth potential.] |

| | | Fiscal [removed: 2016] [added: 2017] | | | | Fiscal [removed: 2015] [added: 2016] | | | | Fiscal [removed: 2014] [added: 2015] | | |

| Northeast | | | 24 | % | | | [removed: 23] [added: 24] | % | | | [removed: 24] [added: 23] | % |

| West | | | 16 | | | | 16 | | | | [removed: 15] [added: 16] | |

| Subtotal | | | 77 | | | | [removed: 76] [added: 77] | | | | 76 | |

| Canada | | | [removed: 9] [added: 10] | | | | [removed: 10] [added: 9] | | | | [removed: 11] [added: 10] | |

| Europe | | | [removed: 14] [added: 13] | | | | 14 | | | | [removed: 13] [added: 14] | |

Revenue from Australia was not material during fiscal [added: 2017 or fiscal] 2016.

| Clothing including footwear | | | [removed: 55] [added: 54] | % | | | [removed: 57] [added: 55] | % | | | [removed: 58] [added: 57] | % |

| Jewelry and accessories | | | 15 | | | | [removed: 14] [added: 15] | | | | 14 | |

We anticipate opening our second home concept in the U.S. in fiscal 2018.

Our approach will be to differentiate these two home concepts through different product assortments, similar to our approach with T.J. Maxx and Marshalls stores.

As

We also

| | | | Fiscal 2016 | | | | Fiscal 2017 | | | | Fiscal 2018 (estimated) | | | | | | | | | |

| | | | | | | | 2,163 | | | | 2,221 | | | | 2,286 | | | | 3,000 | |

| | | | | | | | 387 | | | | 418 | | | | 453 | | | | 500 | |

| | | | | | | | 530 | | | | 582 | | | | 631 | | | | 1,100 | (2) |

| (3) | TJX total includes four of our new home concept stores for fiscal 2018; these are not reflected in estimated store growth potential. |

| --- | --- |

STORE LOCATIONS

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

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

| California | | | 115 | | | | 141 | | | | 70 | | | | — | |

| Total Stores | | | 1,186 | | | | 1,035 | | | | 579 | | | | 12 | |

| Ontario | | | 113 | | | | 50 | | | | 30 | |

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

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

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

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

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

STORE LOCATIONS.

| California | | | 112 | | | | 137 | | | | 65 | |

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

Not included above are eight Sierra Trading Post stores; three in Colorado, two in Wyoming and one each in Idaho, Nevada, and Vermont.

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

For the fiscal year ended January [removed: 30, 2016][added: 28, 2017]

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

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

The aggregate market value of the voting common stock held by non-affiliates of the registrant on [removed: August 1, 2015,] [added: July 30, 2016,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $46,987,637,661] [added: $53,583,828,925] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 662,591,204] [added: 645,589,872] shares of the registrant’s common stock, $1.00 par value, outstanding as of February [removed: 27, 2016.][added: 25, 2017.]

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: 7, 2016] [added: 6, 2017] (Part III).

This Form 10-K and our [removed: 2015] [added: 2016] 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: 2015] [added: 2016] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

10-K 1 d269088d10k.htm 10-K

10-K 1 d110852d10k.htm 10-K

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

The following is a summary of our primary owned and leased distribution centers and primary administrative office locations as of January [removed: 30, 2016.][added: 28, 2017.]

| Marmaxx | | | | | [added: | |]

| T.J. Maxx | | Worcester, Massachusetts | | [added: |] 494,000 s.f.—owned | [added: |]

| | | Evansville, Indiana | | [added: |] 989,000 s.f.—owned | [added: |]

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

| | | Charlotte, North Carolina | | [added: |] 595,000 s.f.—owned | [added: |]

| | | Pittston Township, Pennsylvania | | [added: |] 1,017,000 s.f.—owned | [added: |]

| | | Chickasaw, Tennessee | | [added: |] 415,000 s.f.—leased | [added: |]

| | | Memphis, Tennessee | | [removed: 300,000] [added: | 800,000] s.f.—leased | [added: |]

| Marshalls | | Decatur, Georgia | | [added: |] 780,000 s.f.—owned | [added: |]

| | | Woburn, Massachusetts | | [added: |] 472,000 s.f.—leased | [added: |]

| | | Bridgewater, Virginia | | [added: |] 562,000 s.f.—leased | [added: |]

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

| | | Phoenix, Arizona | | [added: |] 1,139,000 s.f.—owned | [added: |]

| HomeGoods | | Brownsburg, Indiana | | [added: |] 805,000 s.f.—owned | [added: |]

| | | Bloomfield, Connecticut | | [added: |] 803,000 s.f.—owned | [added: |]

| | | Jefferson, Georgia | | [added: |] 801,000 s.f.—owned | [added: |]

| TJX Canada | | Brampton, Ontario | | [added: |] 506,000 s.f.—leased | [added: |]

| | | Mississauga, Ontario | | [added: |] 679,000 s.f.—leased | [added: |]

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

| | | Stoke, England | | [added: |] 261,000 s.f.—leased | [added: |]

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

| | | Bergheim, Germany | | [added: |] 322,000 s.f.—leased | [added: |]

| | | Wroclaw, Poland | | [added: |] 303,000 s.f.—leased | [added: |]

| Corporate, Marmaxx, HomeGoods | | Framingham and Marlborough, Massachusetts | | [removed: 1,672,000] [added: 2,034,000] s.f.—owned [added: and leased] in several buildings |

| TJX International | | Watford, England | | [removed: 238,000 s.f.—leased] [added: 280,000 s.f. — owned and leased] |

| | | Dusseldorf, Germany | | [removed: 29,000] [added: 45,000] s.f.—leased |

Sierra Trading Post owns a [removed: 468,000] [added: 900,000] square foot facility in Cheyenne, Wyoming which houses its administrative offices and fulfillment center operations.

Trade Secret, part of TJX International, [added: leases office space and] maintains third-party arrangements for [removed: two] [added: a] distribution [removed: centers] [added: center] in Australia totaling approximately [removed: 98,000] [added: 107,000] square feet.

We lease virtually all of our store locations.

Leases in Europe generally have an initial term of 10 to 15 years and in Australia the initial lease term is primarily 7 to 10 years.

Some of the leases in Europe and Australia have options to extend.

| | | | | | | |

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

| | | | | | | |

| | | | | | | |

| | | Tucson, Arizona | | | 858,000 s.f.—owned | |

| | | | | | | |

| | | Delta, British Columbia | | | 427,000 s.f.—leased | |

| | | | | | | |

In addition to the above office space, we also occupy smaller buying office locations in various countries.

| | | | | |

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

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

The quarterly high and low sale prices for our common stock for fiscal [removed: 2016] [added: 2017] and fiscal [removed: 2015] [added: 2016] are as follows:

| | | Fiscal [removed: 2016] [added: 2017] | | | | | | | | Fiscal [removed: 2015] [added: 2016] | | | | | | |

| First | | $ | [removed: 71.03] [added: 79.20] | | | $ | [removed: 63.66] [added: 66.82] | | | $ | [removed: 62.37] [added: 71.03] | | | $ | [removed: 55.82] [added: 63.66] | |

| Second | | $ | [removed: 70.52] [added: 81.88] | | | $ | [removed: 64.30] [added: 72.43] | | | $ | [removed: 59.95] [added: 70.52] | | | $ | [removed: 51.91] [added: 64.30] | |

| Third | | $ | [removed: 76.93] [added: 83.64] | | | $ | [removed: 67.25] [added: 72.51] | | | $ | [removed: 64.20] [added: 76.93] | | | $ | [removed: 52.76] [added: 67.25] | |

| Fourth | | $ | [removed: 74.65] [added: 79.79] | | | $ | [removed: 63.53] [added: 71.50] | | | $ | [removed: 69.84] [added: 74.65] | | | $ | [removed: 59.69] [added: 63.53] | |

The approximate number of common shareholders at January [removed: 30, 2016] [added: 28, 2017] was [removed: 152,500.][added: 122,400.]

Our Board of Directors declared four quarterly dividends of [removed: $0.21] [added: $0.26] per share for fiscal [removed: 2016] [added: 2017] and [removed: $0.175] [added: $0.21] per share for fiscal [removed: 2015.][added: 2016.]

While our dividend policy is subject to periodic review by our Board of Directors, we are currently planning to pay a [removed: $0.26] [added: $0.3125] per share quarterly dividend in fiscal [removed: 2017,] [added: 2018,] 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: 2016] [added: 2017] and the average price paid per share are as follows:

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

| (3) | During the fourth quarter of fiscal [removed: 2016,] [added: 2017,] TJX completed the $2.0 billion program announced in February [removed: 2014] [added: 2015] and initiated a $2.0 billion stock repurchase program announced in February [removed: 2015.] [added: 2016.] Under this program, we repurchased a total of [removed: 7.3] [added: 2.8] million shares at a cost of [removed: $509] [added: $209] million in the fourth quarter of [removed: 2016] [added: 2017] and as of January [removed: 30, 2016,] [added: 28, 2017,] approximately [removed: $1.5] [added: $1.8] billion remained available for purchase under this plan. Additionally, as announced on February [removed: 24, 2016,] [added: 22, 2017,] our Board approved our [removed: 17th] [added: 18th] stock repurchase program in late January to authorize an additional [removed: $2.0] [added: $1.0] billion in repurchases from time to time, which is included in the table above. |

| October 30, 2016 through November 26, 2016 | | | 1,007,814 | | | $ | 74.42 | | | | 1,007,814 | | | $ | 2,240,761,477 | |

| November 27, 2016 through December 31, 2016 | | | 2,386,775 | | | $ | 77.51 | | | | 2,386,775 | | | $ | 2,055,762,135 | |

| January 1, 2017 through January 28, 2017 | | | 3,493,576 | | | $ | 75.85 | | | | 3,493,576 | | | $ | 2,790,762,156 | |

| Total: | | | 6,888,165 | | | | | | | | 6,888,165 | | | | | |

| 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 | | | | | |

| | January [removed: 30, 2016] [added: 28, 2017] | | | | January [added: 30, 2016 | | | | January] 31, 2015 | | | | February 1, 2014 | | | | February 2, 2013 | | | | [removed: January 28, 2012 | | | |]

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

| Net sales | | $ | [removed: 30,945] [added: 33,184] | | | $ | [removed: 29,078] [added: 30,945] | | | $ | [removed: 27,423] [added: 29,078] | | | $ | [removed: 25,878] [added: 27,423] | | | $ | [removed: 23,191] [added: 25,878] | |

| Income from continuing operations | | $ | [removed: 2,278] [added: 2,298] | | | $ | [removed: 2,215] [added: 2,278] | | | $ | [removed: 2,137] [added: 2,215] | | | $ | [removed: 1,907] [added: 2,137] | | | $ | [removed: 1,496] [added: 1,907] | |

| Weighted average common shares for diluted earnings per share calculation (in thousands) | | | [removed: 683,251] [added: 664,432] | | | | [removed: 703,545] [added: 683,251] | | | | [removed: 726,376] [added: 703,545] | | | | [removed: 747,555] [added: 726,376] | | | | [removed: 773,772] [added: 747,555] | |

| Diluted earnings per share from continuing operations | | $ | [removed: 3.33] [added: 3.46] | | | $ | [removed: 3.15] [added: 3.33] | | | $ | [removed: 2.94] [added: 3.15] | | | $ | [removed: 2.55] [added: 2.94] | | | $ | [removed: 1.93] [added: 2.55] | |

| Cash dividends declared per share | | $ | [removed: 0.84] [added: 1.04] | | | $ | [removed: 0.70] [added: 0.84] | | | $ | [removed: 0.58] [added: 0.70] | | | $ | [removed: 0.46] [added: 0.58] | | | $ | [removed: 0.38] [added: 0.46] | |

| Cash and cash equivalents | | $ | [removed: 2,095] [added: 2,930] | | | $ | [removed: 2,494] [added: 2,095] | | | $ | [removed: 2,150] [added: 2,494] | | | $ | [removed: 1,812] [added: 2,150] | | | $ | [removed: 1,507] [added: 1,812] | |

| Working capital(1) | | $ | [removed: 2,370] [added: 2,993] | | | $ | [removed: 2,648] [added: 2,370] | | | $ | [removed: 2,449] [added: 2,648] | | | $ | [removed: 1,855] [added: 2,449] | | | $ | [removed: 1,963] [added: 1,855] | |

| Capital expenditures | | $ | [removed: 912] [added: 1,025] | | | $ | [removed: 912] [added: 889] | | | $ | [removed: 947] [added: 912] | | | $ | [removed: 978] [added: 947] | | | $ | [removed: 803] [added: 978] | |

| Shareholders’ equity | | $ | [removed: 4,307] [added: 4,511] | | | $ | [removed: 4,264] [added: 4,307] | | | $ | [removed: 4,230] [added: 4,264] | | | $ | [removed: 3,666] [added: 4,230] | | | $ | [removed: 3,209] [added: 3,666] | |

| After-tax return [removed: (continuing operations)] on average shareholders’ equity | | | [removed: 53.1] [added: 52.1] | % | | | [removed: 52.2] [added: 53.1] | % | | | [removed: 54.1] [added: 52.2] | % | | | [removed: 55.5] [added: 54.1] | % | | | [removed: 47.4] [added: 55.5] | % |

| T.J. Maxx | | | [removed: 1,156] [added: 1,186] | | | | [removed: 1,119] [added: 1,156] | | | | [removed: 1,079] [added: 1,119] | | | | [removed: 1,036] [added: 1,079] | | | | [removed: 983] [added: 1,036] | |

| Marshalls | | | [removed: 1,007] [added: 1,035] | | | | [removed: 975] [added: 1,007] | | | | [removed: 942] [added: 975] | | | | [removed: 904] [added: 942] | | | | [removed: 884] [added: 904] | |

| Sierra Trading Post | | | [removed: 8] [added: 12] | | | | [removed: 6] [added: 8] | | | | [removed: 4] [added: 6] | | | | 4 | | | | [removed: —] [added: 4] | |

| HomeGoods | | | [removed: 526] [added: 579] | | | | [removed: 487] [added: 526] | | | | [removed: 450] [added: 487] | | | | [removed: 415] [added: 450] | | | | [removed: 374] [added: 415] | |

| Winners | | | [removed: 245] [added: 255] | | | | [removed: 234] [added: 245] | | | | [removed: 227] [added: 234] | | | | [removed: 222] [added: 227] | | | | [removed: 216] [added: 222] | |

| HomeSense | | | [removed: 101] [added: 106] | | | | [removed: 96] [added: 101] | | | | [removed: 91] [added: 96] | | | | [removed: 88] [added: 91] | | | | [removed: 86] [added: 88] | |

| Marshalls | | | [removed: 41] [added: 57] | | | | [removed: 38] [added: 41] | | | | [removed: 27] [added: 38] | | | | [removed: 14] [added: 27] | | | | [removed: 6] [added: 14] | |

| T.K. Maxx | | | [removed: 456] [added: 503] | | | | [removed: 407] [added: 456] | | | | [removed: 371] [added: 407] | | | | [removed: 343] [added: 371] | | | | [removed: 332] [added: 343] | |

| HomeSense | | | [removed: 39] [added: 44] | | | | [removed: 33] [added: 39] | | | | [removed: 28] [added: 33] | | | | [removed: 24] [added: 28] | | | | 24 | |

| Trade Secret | | | 35 | | | | [removed: —] [added: 35] | | | | — | | | | — | | | | — | |

| Total | | | [removed: 3,614] [added: 3,812] | | | | [removed: 3,395] [added: 3,614] | | | | [removed: 3,219] [added: 3,395] | | | | [removed: 3,050] [added: 3,219] | | | | [removed: 2,905] [added: 3,050] | |

| T.J. Maxx | | | [removed: 26,158] [added: 26,614] | | | | [removed: 25,461] [added: 26,158] | | | | [removed: 24,712] [added: 25,461] | | | | [removed: 23,894] [added: 24,712] | | | | [removed: 22,894] [added: 23,894] | |

| Marshalls | | | [removed: 24,308] [added: 24,750] | | | | [removed: 23,715] [added: 24,308] | | | | [removed: 23,092] [added: 23,715] | | | | [removed: 22,380] [added: 23,092] | | | | [removed: 22,042] [added: 22,380] | |

| Sierra Trading Post | | | [removed: 159] [added: 227] | | | | [removed: 122] [added: 159] | | | | [removed: 83] [added: 122] | | | | 83 | | | | [removed: —] [added: 83] | |

| HomeGoods | | | [removed: 10,234] [added: 11,119] | | | | [removed: 9,537] [added: 10,234] | | | | [removed: 8,865] [added: 9,537] | | | | [removed: 8,210] [added: 8,865] | | | | [removed: 7,391] [added: 8,210] | |

| Winners | | | [removed: 5,470] [added: 5,629] | | | | [removed: 5,310] [added: 5,470] | | | | [removed: 5,196] [added: 5,310] | | | | [removed: 5,115] [added: 5,196] | | | | [removed: 5,008] [added: 5,115] | |

| HomeSense | | | [removed: 1,900] [added: 1,984] | | | | [removed: 1,824] [added: 1,900] | | | | [removed: 1,748] [added: 1,824] | | | | [removed: 1,698] [added: 1,748] | | | | [removed: 1,670] [added: 1,698] | |

| Marshalls | | | [removed: 975] [added: 1,307] | | | | [removed: 914] [added: 975] | | | | [removed: 666] [added: 914] | | | | [removed: 363] [added: 666] | | | | [removed: 162] [added: 363] | |

| T.K. Maxx | | | [removed: 9,970] [added: 10,787] | | | | [removed: 9,109] [added: 9,970] | | | | [removed: 8,383] [added: 9,109] | | | | [removed: 7,830] [added: 8,383] | | | | [removed: 7,588] [added: 7,830] | |

| HomeSense | | | [removed: 639] [added: 714] | | | | [removed: 545] [added: 639] | | | | [removed: 464] [added: 545] | | | | [removed: 411] [added: 464] | | | | [removed: 402] [added: 411] | |

| Trade Secret | | | 667 | | | | [removed: —] [added: 667] | | | | — | | | | — | | | | — | |

| Total | | | [removed: 80,480] [added: 83,798] | | | | [removed: 76,537] [added: 80,480] | | | | [removed: 73,209] [added: 76,537] | | | | [removed: 69,984] [added: 73,209] | | | | [removed: 67,157] [added: 69,984] | |

| (1) | Amounts adjusted to reflect the reclassification of [removed: current deferred tax assets and liabilities to noncurrent] [added: debt issuance cost] in accordance with ASU [removed: 2015-17.] [added: 2015-03.] We reclassified [removed: $138] [added: $9] million, [removed: $102] [added: $11] million, [removed: $96] [added: $7] million and [removed: $106] [added: $6] million of [removed: net deferred tax assets] [added: debt issuance cost] from [removed: current] [added: other assets] to [removed: noncurrent] [added: long-term obligations] at January [added: 30, 2016, January] 31, 2015, February 1, 2014, [added: and] February 2, 2013 [removed: and January 28, 2012,] respectively. See “Note A: Summary of Accounting Policies” within Item 8 of this Form 10-K for additional information. |

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

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

| Total assets(1) | | $ | 12,884 | | | $ | 11,490 | | | $ | 10,978 | | | $ | 10,091 | | | $ | 9,415 | |

| Long-term obligations(2) | | $ | 2,228 | | | $ | 1,615 | | | $ | 1,613 | | | $ | 1,267 | | | $ | 768 | |

| Total debt as a percentage of total capitalization(3) | | | 33.1 | % | | | 27.3 | % | | | 27.4 | % | | | 23.1 | % | | | 17.3 | % |

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

| Long-term obligations(2) | | $ | 1,624 | | | $ | 1,624 | | | $ | 1,274 | | | $ | 775 | | | $ | 785 | |

| Total debt as a percentage of total capitalization(3) | | | 27.4 | % | | | 27.6 | % | | | 23.2 | % | | | 17.4 | % | | | 19.7 | % |

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: 2016] [added: 2017] 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.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the [removed: preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:]

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: 30, 2016] [added: 28, 2017] 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: 30, 2016.][added: 28, 2017.]

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: 30, 2016,] [added: 28, 2017,] and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein.

preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120 days after the close of its fiscal year ended January [removed: 30, 2016] [added: 28, 2017] (Proxy Statement).

| Fiscal Year Ended January 30, 2016 | | [removed: $] [added: $] | [removed: 35,476] [added: 35,476] | | | [removed: $] [added: $] | [removed: 1,497,963] [added: 1,497,963] | | | [removed: $] [added: $] | [removed: 1,491,716] [added: 1,491,716] | | | [removed: $] [added: $] | [removed: 41,723] [added: 41,723] | |

| Fiscal Year Ended January 30, 2016 | | [removed: $] [added: $] | [removed: 14,303] [added: 14,303] | | | [removed: $] [added: $] | [removed: 80,738] [added: 80,738] | | | [removed: $] [added: $] | [removed: 75,355] [added: 75,355] | | | [removed: $] [added: $] | [removed: 19,686] [added: 19,686] | |

| [removed: 4.2] [added: 4.4] | | [removed: First Supplemental] Indenture between [added: The] TJX [added: Companies, Inc.] and U.S. Bank National Association dated [removed: as of April 7, 2009] [added: September 12, 2016] is incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed on [removed: April 7, 2009.] [added: September 12, 2016.] |

| 4.3 | | [removed: Second] [added: Fourth] Supplemental Indenture [added: dated as of June 5, 2014 by and] between [added: The] TJX [added: Companies, Inc.] and U.S. Bank National [removed: Association dated] [added: Association,] as [added: Trustee, including the form] of [removed: July 23, 2009] [added: Global Note attached as Annex A thereto,] is incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.2] to the Form 8-K filed on [removed: July 23, 2009.] [added: June 5, 2014.] |

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

| 4.5 | | [removed: Fourth] [added: First] Supplemental Indenture dated as of [removed: June 5, 2014] [added: September 12, 2016] by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, is incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed on [removed: June 5, 2014.] [added: September 12, 2016.] |

| 10.1 | | The Amended and Restated Employment Agreement dated January 29, 2016 between Carol Meyrowitz and TJX is [added: incorporated herein by reference to Exhibit 10.1 to the Form 10-K] filed [removed: herewith.*] [added: for the fiscal year ended January 30, 2016.*] |

| 10.2 | | The Amended and Restated Employment Agreement dated January 29, 2016 between Ernie Herrman and TJX is [added: incorporated herein by reference to Exhibit 10.2 to the Form 10-K] filed [removed: herewith.*] [added: for the fiscal year ended January 30, 2016.*] |

| 10.3 | | The Employment Agreement dated January 31, 2014 between and among Michael MacMillan, NBC Attire, Inc. and TJX is incorporated herein by reference to Exhibit 10.5 to the Form 10-K filed for the [added: fiscal] year ended February 1, 2014. The Letter Agreement dated March 30, 2015 between and 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 May 2, [removed: 2015.*] [added: 2015. The Letter Agreement dated January 27, 2017 between and among Michael MacMillan, NBC Attire, Inc. and TJX is filed herewith.*] |

| [removed: 10.4] [added: 10.5] | | The Employment Agreement dated January 30, 2015 between Richard Sherr and TJX is incorporated herein by reference to Exhibit 10.7 to the Form 10-K filed for the fiscal year ended January 31, 2015.* |

| [removed: 10.5] [added: 10.6] | | The Employment Agreement dated January 30, 2015 between Scott Goldenberg and TJX is incorporated herein by reference to Exhibit 10.8 to the Form 10-K filed for the fiscal year ended January 31, 2015.* |

| [removed: 10.6] [added: 10.7] | | The Employment Agreement dated as of September 29, 2014 between Kenneth Canestrari and TJX is incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended November 1, 2014.* |

| [removed: 10.7] [added: 10.8] | | 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.* [added: The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016 is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended July 30, 2016. The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017 is filed herewith.*] |

| [removed: 10.8] [added: 10.9] | | 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: 10.9] [added: 10.10] | | 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: 10.10] [added: 10.11] | | 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: 10.11] [added: 10.12] | | 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 [added: fiscal] year ended January 28, 2012.* |

| [removed: 10.12] [added: 10.13] | | 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: 10.13] [added: 10.14] | | 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: 10.14] [added: 10.15] | | 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: 10.15] [added: 10.16] | | 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.* |

| [removed: 10.16] [added: 10.17] | | 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 [added: fiscal] 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: 10.17] [added: 10.18] | | 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.* |

| [removed: 10.18] [added: 10.20] | | The Performance-Based Restricted Stock Award granted under the Stock Incentive Plan on January 29, 2016 to Carol Meyrowitz is [added: incorporated herein by reference to Exhibit 10.17 to the Form 10-K] filed [removed: herewith.*] [added: for the fiscal year ended January 30, 2016.*] |

| [removed: 10.19] [added: 10.21] | | The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman is [added: incorporated herein by reference to Exhibit 10.18 to the Form 10-K] filed [removed: herewith.*] [added: for the fiscal year ended January 30, 2016.*] |

| [removed: 10.20] [added: 10.22] | | The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan is incorporated herein by reference to Exhibit 10.20 to the Form 10-K filed for the fiscal year ended January 31, 2015.* [added: The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016 is incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended July 30, 2016.*] |

| [removed: 10.21] [added: 10.23] | | Description of Director Compensation Arrangements is filed herewith.* |

| [removed: 10.22] [added: 10.24] | | The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement) is incorporated herein by reference to Exhibit 10.22 to the Form 10-K filed for the [added: fiscal] year ended February 2, 2013.* |

| [removed: 10.23] [added: 10.25] | | The General Deferred Compensation Plan (1998 Restatement) (the 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 for the fiscal year ended January 31, 2009.* |

| [removed: 10.24] [added: 10.26] | | The Supplemental Executive Retirement Plan (2015 Restatement) is incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended May 2, 2015.* |

| [removed: 10.25] [added: 10.27] | | The Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) (the ESP) is incorporated herein by reference to Exhibit 10.25 to the Form 10-K filed for the fiscal year ended January 31, 2015. The First Amendment to the ESP, dated December 30, 2015, is [added: incorporated herein by reference to Exhibit 10.24 to the Form 10-K] filed [removed: herewith.*] [added: for the fiscal year ended January 30, 2016.*] |

| [removed: 10.26] [added: 10.28] | | 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 fiscal year ended February 2, 2013.* |

| [removed: 10.27] [added: 10.29] | | 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.* |

| [removed: 10.28] [added: 10.30] | | The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company is incorporated herein by reference to Exhibit 10(y) to the Form 10-K filed for the fiscal year ended January 30, 1988.* |

| [removed: 10.29] [added: 10.31] | | The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, N.A.) is incorporated herein by reference to Exhibit 10(z) to the Form 10-K filed for the fiscal year ended January 30, 1988.* |

| [removed: 10.30] [added: 10.32] | | The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust Company is incorporated herein by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter ended October 31, 2015.* |

| 101 | | The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended January [removed: 30, 2016,] [added: 28, 2017,] 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. |

| Fiscal Year Ended January [removed: 30, 2016] [added: 28, 2017] | | [added: $] | [added: 19,686] | | | [added: $] | [added: 87,110] | | | [added: $] | [added: 75,986] | | | [added: $] | [added: 30,810] | |

| Fiscal Year Ended January 28, 2017 | | $ | 41,723 | | | $ | 1,483,146 | | | $ | 1,481,633 | | | $ | 43,236 | |

| 10.4 | | The Employment Agreement dated March 10, 2017 between and among Michael MacMillan, Winners Merchants International LP and TJX is filed herewith.* |

| 10.19 | | The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of March 29, 2016 is incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended April 30, 2016.* |

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

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

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

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

| | | |

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

| --- | --- |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | |

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

| | | | | | | THE TJX COMPANIES, INC. |

| | | | | By | | /s/ SCOTT GOLDENBERG |

| Dated: March 29, 2016 | | | | | | Scott Goldenberg, Chief Financial Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

| /s/ ERNIE HERRMAN Ernie Herrman, Chief Executive Officer, President and Director (Principal Executive Officer) | | /s/ SCOTT GOLDENBERG Scott Goldenberg, Chief Financial Officer (Principal Financial and Accounting Officer) |

| ZEIN ABDALLA* Zein Abdalla, Director | | AMY B. LANE* Amy B. Lane, Director |

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

| ALAN M. BENNETT* Alan M. Bennett, Director | | JOHN F. O’BRIEN* John F. O’Brien, Director |

| DAVID T. CHING* David T. Ching, Director | | WILLOW B. SHIRE* Willow B. Shire, Director |

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

| | | | | |

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

| | | *BY | | /s/ SCOTT GOLDENBERG |

| Dated: March 29, 2016 | | | | Scott Goldenberg, as attorney-in-fact |

The TJX Companies, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended January 30, 2016, January 31, 2015 and February 1, 2014.

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

| Consolidated Financial Statements: | | | | |

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

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

| [Consolidated Balance Sheets as of January 30, 2016 and January 31, 2015](#fin110852_4) | | | F-5 | |

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

| [Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 30, 2016, January 31, 2015 and February 1, 2014](#fin110852_6) | | | F-7 | |

| [Notes to Consolidated Financial Statements](#fin110852_7) | | | F-8 | |

| Financial Statement Schedules: | | | | |

| [Schedule II – Valuation and Qualifying Accounts](#fin110852_8) | | | 41 | |

F-1

Report of Independent Registered Public Accounting Firm

Not applicable

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | |

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

| | | | | | | THE TJX COMPANIES, INC. |

| | | | | | | |

| | | | | | | |

| | | | | | | |

| | | | | By | | /s/ SCOTT GOLDENBERG |

| Dated: March 28, 2017 | | | | | | Scott Goldenberg, Chief Financial Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

| | | |

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

| /s/ ERNIE HERRMAN Ernie Herrman, Chief Executive Officer, President and Director (Principal Executive Officer) | | /s/ SCOTT GOLDENBERG Scott Goldenberg, Chief Financial Officer (Principal Financial and Accounting Officer) |

| | | |

| ZEIN ABDALLA* Zein Abdalla, Director | | AMY B. LANE* Amy B. Lane, Director |

| | | |

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

| | | |

| ALAN M. BENNETT* Alan M. Bennett, Director | | JACKWYN L. NEMEROV* Jackwyn L. Nemerov, Director |

| | | |

| DAVID T. CHING* David T. Ching, Director | | JOHN F. O’BRIEN* John F. O’Brien, Director |

| | | |

| MICHAEL F. HINES* Michael F. Hines, Director | | WILLOW B. SHIRE* Willow B. Shire, Director |

| | | | | |

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

| | | | | |

| | | *BY | | /s/ SCOTT GOLDENBERG |

| Dated: March 28, 2017 | | | | Scott Goldenberg, as attorney-in-fact |

The TJX Companies, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended January 28, 2017, January 30, 2016 and January 31, 2015.

| | | | | |

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

| | | | | |

| [Report of Independent Registered Public Accounting Firm](#fin269088_1) | | | F-2 | |

| Consolidated Financial Statements: | | | | |

| [Consolidated Statements of Income for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015](#fin269088_2) | | | F-3 | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended January 28, 2017, January 30, 2016 and January 31, 2015](#fin269088_3) | | | F-4 | |