TJX Companies (TJX) 10-K risk factor changes: FY2018 vs FY2017

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The statements in this section describe the major risks to our business and should be considered carefully, in connection with all of the other information set forth in this annual report on Form 10-K.

The risks that follow are those that we think, individually or in the aggregate, 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 results._

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

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

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

If we do not obtain the right merchandise at the right times, in the right quantities, at the right prices and in the right mix, our customer traffic, as well as our sales and margins, could be adversely affected.

We base our purchases of inventory, in part, on our sales forecasts.

If our sales forecasts do not match customer demand, we may experience higher inventory levels and need to take markdowns on excess or slow-moving inventory, leading to decreased profit margins, or we may have insufficient inventory to meet customer demand, leading to lost sales, either of which could adversely affect our financial performance.

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 or sustain our margins may be adversely affected.

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

Similarly, we must also properly execute our inventory management strategy of distributing the right product to the right stores in the right quantities at the right time.

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

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

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

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 development, investment or acquisition.

There are significant risks associated with our ability to continue to 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 fail to meet our financial performance expectations, be required to increase our investment, slow our planned growth or close stores or operations.

For example, successful store growth requires us to find and lease appropriate real estate on attractive terms in each of the locations where we seek to open stores.

The success of this process depends on many factors, including availability of appropriate sites; real estate, construction and development costs; costs and availability of capital; and zoning or other land use regulations.

If we cannot lease appropriate sites on attractive terms, it could limit our ability to successfully grow in various markets or adversely affect the economics of new stores in various markets.

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

levels as our existing stores, whether in current or new markets, or adding stores or banners to existing markets may otherwise adversely affect our sales and profitability.

Further, our substantial size imposes demands on 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, systems, merchandising, store operations, distribution and compliance, and on appropriately staffing and training Associates in these areas as we grow.

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

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

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

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

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

However, doing so on a timely basis across our diverse merchandise categories and in the many markets in the U.S., Canada, Europe and Australia in which we do business is challenging.

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

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 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 (through Internet-based and other digital or mobile channels or particular forms of social media outlets), which may vary across demographics and may evolve rapidly.

Meeting 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 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 banners and the location of and service offered in our stores.

Although we use marketing to drive customer traffic through various media including television, radio, print, outdoor, digital/social media, email, mobile and direct 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.

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

The discussion that follows relates to our [added: 53-week fiscal year ended February 3, 2018 (fiscal 2018) and our] 52-week fiscal years ended January 28, 2017 (fiscal [removed: 2017),] [added: 2017) and] January 30, 2016 (fiscal [removed: 2016) and January 31, 2015 (fiscal 2015).][added: 2016).]

We sell a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below [removed: department] [added: full-price retailers’ (including department, specialty,] and [removed: specialty store] [added: major online retailers)] regular prices on comparable merchandise, every day.

[removed: We operate over 3,800 stores through our four main segments: in the U.S., Marmaxx] (which operates T.J. Maxx, Marshalls and tjmaxx.com) and [removed: HomeGoods;] [added: HomeGoods (which operates HomeGoods and Homesense);] TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX [removed: International,] [added: International] (which operates T.K. Maxx, [removed: HomeSense] [added: Homesense] and tkmaxx.com in Europe, and [removed: Trade Secret] [added: T.K. Maxx] in Australia).

[removed: In the U.S. we] [added: We] also operate Sierra Trading Post [removed: (STP),] [added: (“STP”),] an off-price Internet retailer [removed: with a small number] [added: that operates sierratradingpost.com and retail stores in the U.S. The results] of [removed: stores.][added: STP are reported in our Marmaxx segment.]

Highlights of our financial performance for fiscal [removed: 2017] [added: 2018] include the following:

[removed: | | — | | Same store sales increased 5% in fiscal 2017 over an increase of 5% in fiscal 2016 and an] [added: The] increase [removed: of 2%] in [removed: fiscal 2015. The] [added: comp sales for] fiscal 2017 [removed: increase] was [removed: driven] primarily [added: driven] by an increase in customer traffic. [removed: |]

| | — | | Net sales increased to [removed: $33.2] [added: $35.9] billion for fiscal [removed: 2017,] [added: 2018,] up [removed: 7%] [added: 8%] over the same period last year. [removed: Net sales increased to $30.9 billion for] [added: The 53rd week in] fiscal [removed: 2016, up 6% over the prior year.] [added: 2018 increased net sales by 2%.] At [removed: January 28, 2017,] [added: February 3, 2018,] the number of stores in operation increased [removed: 5%] [added: 7%] and selling square footage increased 4% over the end of fiscal [removed: 2016.] [added: 2017.] |

| | — | | [removed: Earnings] [added: Diluted earnings] per share for fiscal [removed: 2017] [added: 2018] were [added: $4.04 compared to] $3.46 per [removed: diluted] share [removed: compared to $3.33] [added: in fiscal 2017. Fiscal 2018 earnings] per [removed: diluted] share [added: includes a $0.17 net benefit from tax reform along with the related investments made by the Company, an $0.11 benefit from the 53rd week] in [added: the Company’s] fiscal [removed: 2016.] [added: 2018 calendar partially offset by a $0.10 impairment charge related to STP.] Fiscal 2017 earnings per share [removed: was reduced by] [added: includes a] $0.07 [removed: from] [added: reduction due to] a loss on the early extinguishment of debt and a pension settlement charge during the third quarter. |

| | — | | Our fiscal [removed: 2017] [added: 2018] pre-tax margin (the ratio of pre-tax income to net sales) was [removed: 11.2%,] [added: 10.8%,] a [removed: 0.6] [added: 0.4] percentage point decrease compared to [removed: our] [added: 11.2% in] fiscal [removed: 2016 pre-tax margin.] [added: 2017.] The [removed: two third quarter charges] [added: impairment charge relating to STP and the cost of incremental investments we made in connection with the 2017 Tax Act collectively] reduced pre-tax margin by [removed: 0.3] [added: 0.6] percentage points [added: while the 53rd week] in [added: the] fiscal [removed: 2017.] [added: 2018 calendar lifted pretax margin by approximately 0.1 percentage point. Fiscal 2017 pre-tax margin was reduced by 0.3 percentage points due to the two third quarter charges referred to above.] |

| | — | | Our selling, general and administrative [added: (“SG&A”)] expense ratio for fiscal [removed: 2017 increased 0.6] [added: 2018 was 17.8%, a 0.4] percentage [removed: points to 17.4%] [added: point increase] from [removed: 16.8%] [added: 17.4%] in fiscal [removed: 2016. This] [added: 2017. The incremental investments described below related to the 2017 Tax Act increased the fiscal 2018 expense ratio by 0.3 percentage points. The remaining] increase is primarily due to higher store payroll costs due to wage [removed: increases and investments to support our growth.] [added: increases.] |

| | — | | 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, [removed: were down 5% (down] [added: increased 6% on a reported basis and increased] 4% on a constant currency [removed: basis)] [added: basis] at the end of fiscal [removed: 2017] [added: 2018] as compared to the prior year. |

| | — | | During fiscal [removed: 2017,] [added: 2018,] we repurchased 22.3 million shares of our common stock for $1.7 [removed: billion.] [added: billion, on a “trade date basis”.] Earnings per share reflect the benefit of the stock repurchase program. [removed: In January 2017,] [added: With $1.1 billion remaining under previously announced stock repurchase programs,] our Board of Directors [removed: authorized] [added: approved] our [removed: 18th] [added: 19th] stock repurchase program [removed: for] [added: that authorizes the repurchase of up to] an additional [removed: $1.0] [added: $3.0] billion. |

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

The [added: sales] increase [added: of 12% in fiscal 2017] reflected a [removed: 5%] [added: 6%] increase from [removed: same] [added: new] store sales and a [removed: 4%] [added: 6%] increase from [removed: new stores,][added: comp sales.]

[added: The increase reflected a 5% increase from comp sales and a 4% increase from new stores,] offset by a 2% negative impact from foreign currency exchange rates.

Net sales from our e-commerce businesses [removed: amount] [added: amounted] to approximately [removed: 1%] [added: 2%] of total sales and had an immaterial impact on fiscal [removed: 2017] [added: 2018] sales growth.

[added: _Net sales:_] Consolidated net sales for fiscal [removed: 2016] [added: 2018] totaled [removed: $30.9] [added: $35.9] billion, [removed: a 6%] [added: an 8%] increase over [removed: $29.1] [added: $33.2] billion in fiscal [removed: 2015.][added: 2017.]

The increase [added: in sales for fiscal 2017] reflected [removed: a 5% increase from same store] [added: comp] sales [added: growth of 8%] and a [removed: 4%] [added: 5%] increase from new [removed: stores,] [added: stores] offset by [removed: a 3%] [added: 2% from the] negative impact [removed: from] [added: of] foreign currency [removed: exchange rates.][added: translation.]

[removed: Same store] [added: Comp] sales increases in the U.S. for fiscal 2017 were primarily due to an increase in customer traffic.

We also had [removed: a strong] [added: an] increase in units [removed: sold] [added: sold,] which was largely offset by a reduction in the average ticket.

In fiscal 2017, home fashions performed better than [removed: apparel] [added: apparel,] but both recorded [removed: strong same store] [added: comp] 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 [removed: same store] [added: comp] sales growth.

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

[removed: Same store] [added: The comp] sales increases in [removed: the U.S. for] fiscal [removed: 2016] [added: 2018 and fiscal 2017] were [added: primarily] due to an increase in customer traffic.

We also had [removed: a strong] [added: an] increase in [added: the number of] units [removed: sold] [added: sold,] which was [added: more than] offset by a reduction in the average ticket.

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

[added: _Comparable Store Sales:_] We define [removed: same] [added: comparable] store sales [added: (“comp sales”), formerly referred] to [added: as same-store sales, to] be sales of [removed: those] stores that have been in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation.

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

We determine which stores are included in the [removed: same store] [added: comp] sales calculation at the beginning of a fiscal year and the classification remains constant throughout that [removed: year,] [added: year] unless a store is [removed: closed.][added: closed permanently or for an extended period during that fiscal year.]

We calculate [removed: same store] [added: comp] sales [removed: results] [added: on a 52-week basis] by comparing the current and prior year weekly periods that are most closely aligned.

Relocated stores and stores that have [removed: increased] [added: changed] in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated [removed: same store] [added: comp] percentage is immaterial.

[removed: Same store] [added: Comp] sales of our foreign segments are calculated by translating the current year’s [removed: same store] [added: comp] sales of our foreign segments at the same exchange rates used in the prior year.

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

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

| | | Fiscal Year [removed: 2017] [added: 2018] | | | | Fiscal Year [removed: 2016] [added: 2017] | | | | Fiscal Year [removed: 2015] [added: 2016] | | |

| Cost of sales, including buying and occupancy costs | | | [removed: 71.0] [added: 71.1] | | | | [removed: 71.2] [added: 71.0] | | | | [removed: 71.5] [added: 71.2] | |

| Selling, general and administrative expenses | | | [removed: 17.4] [added: 17.8] | | | | [removed: 16.8] [added: 17.4] | | | | [removed: 16.1] [added: 16.8] | |

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

| Pension settlement charge | | | [removed: 0.1] [added: —] | | | | [removed: —] [added: 0.1] | | | | — | |

| Income before provision for income taxes* | | | [removed: 11.2] [added: 10.8] | % | | | [removed: 11.8] [added: 11.2] | % | | | [removed: 12.2] [added: 11.8] | % |

TJX provides projections and other forward-looking statements in the following discussions particularly relating to the Company’s future financial performance.

These forward-looking statements are estimates based on information currently available to the Company, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and subject to the cautionary statements set forth on page 2 of this Form 10-K.

The Company’s results are subject to risks and uncertainties including, but not limited to, those described in Part I, Item 1A, Risk Factors, and those identified from time to time in our other filings with the Securities and Exchange Commission.

TJX undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

We operate over 4,000 stores through our four main segments: in the U.S., Marmaxx

During the fourth quarter, the Tax Cuts and Jobs Act of 2017 referred to as “tax reform” or the “2017 Tax Act” was enacted.

The 2017 Tax Act, along with the related reinvestments made by the Company, had a significant impact on our fiscal 2018 results (see “_Tax Cuts and Jobs Act of 2017__”_ below).

| | — | | Comp sales on a 52-week basis increased 2% in fiscal 2018 over an increase of 5% in fiscal 2017 and an increase of 5% in fiscal 2016. The fiscal 2018 increase was driven primarily by an increase in customer traffic at each of our four segments. |

| | — | | Our cost of sales, including buying and occupancy costs, ratio for fiscal 2018 was 71.1%, a 0.1 percentage point increase compared to 71.0% in fiscal 2017. This increase was driven by higher supply chain costs partially offset by the favorable impact of mark-to-market of inventory derivatives and a benefit from the 53rd week in the fiscal 2018 calendar. Merchandise margins were flat compared to fiscal 2017. |

_Tax Cuts and Jobs Act of 2017:_ On December 22, 2017, the 2017 Tax Act was enacted into law which, among other things, includes a one-time mandatory transition tax on accumulated foreign undistributed earnings and a reduction of the U.S. corporate income tax rate to 21 percent, effective January 1, 2018.

The change in the U.S. income tax rate also requires us to revalue our deferred tax assets and liabilities.

Although we are still evaluating the impact of the 2017 Tax Act on TJX, the Company has estimated the impact of the 2017 Tax Act which resulted in a reduction of the full year tax provision.

The Company has reinvested a portion of these tax benefits by approving a discretionary bonus to eligible non-bonus plan Associates globally, providing an incremental contribution to the Company’s defined contribution retirement plans for eligible Associates in the U.S. and internationally, as well as making contributions to the Company’s charitable foundations, collectively referred to as “incremental investments related to the 2017 Tax Act.” The tax benefits recognized due to the 2017 Tax Act, offset by the after-tax impact of incremental investments we made related to the 2017 Tax Act, resulted in a net benefit to net income of $0.17 per share for the fiscal 2018 fourth quarter and full year.

Foreign currency had a neutral impact in fiscal 2018.

Sales excluded from comp sales (“non-comp sales”) consists of:

| | — | | New stores- stores that have not yet met the comp sales criteria |

| | — | | Stores that are closed permanently or for an extended period of time |

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In the third quarter of fiscal 2018, 37 stores were significantly impacted by hurricanes, mostly in Puerto Rico, and were excluded from comp sales.

These stores will be included in the comp sales measures once they again meet the comp sales criteria.

Comp sales may be referred to as “same store” sales by other retail companies.

The method for calculating comp sales varies across the retail industry, therefore our measure of comp sales may not be comparable to other retail companies.

Comp sales increases across all of our four segments for fiscal 2018 were primarily due to an increase in customer traffic.

In fiscal 2018, home fashions and apparel both grew, with home fashions performing better than apparel.

Geographically, in the U.S., the Southeast and the Southwest regions reported the highest comp sales increase, and the Northeast was below the consolidated average.

| Impairment of goodwill and other long-lived assets | | | 0.3 | | | | — | | | | — | |

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currency other than an operating division’s local currency.

The increase in this expense ratio during fiscal 2018 was driven by higher supply chain costs as we continue to invest and open new distribution centers.

This was offset by the favorable impact of mark-to-market of inventory derivatives that benefitted expense ratio by approximately 0.1 percentage point as well as an estimated 0.1 percentage point benefit from the 53rd week in the Company’s fiscal 2018 calendar.

Merchandise margin was flat to fiscal 2017.

The fiscal 2018 expense ratio increased by 0.3 percentage points due to the incremental investments related to the 2017 Tax Act.

_Impairment of goodwill and other long-lived assets, related to STP:_ Our fiscal 2018 results included a $99.3 million impairment charge, primarily related to goodwill, as the estimated fair value of STP fell below the carrying value due to a decrease in projected revenue growth rates.

The impairment charge is included in the Marmaxx segment.

As we continue transitioning this business to an off-price model, we saw improvement in the top line during the second half of fiscal 2018.

We remain confident in the potential of STP and believe we are positioned for successful growth going forward.

The decrease in the effective income tax rate in fiscal 2018 was primarily due to the favorable effect of the 2017 Tax Act, excess tax benefit from share-based compensation attributable to the adoption of _ASU 2016-09-_ _Compensation- Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment_ _Accounting_, and the jurisdictional mix of income.

The 2017 Tax Act made broad and complex changes to the U.S. tax code which impacted fiscal 2018 including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21% and requiring a one-time transition tax on certain undistributed earnings of foreign subsidiaries.

The provisional tax benefit of the 2017 Tax Act is based on currently available information and interpretations, which are continuing to evolve.

The results of STP are reported in our Marmaxx segment.

Fiscal 2017 was another successful year for TJX.

We posted a strong increase in net sales and solid earnings per share growth on top of strong increases in both fiscal 2016 and fiscal 2015.

We continued to generate strong cash flows, allowing us to return value to our shareholders through cash dividends and share repurchases.

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.

| | — | | Our cost of sales ratio for fiscal 2017 was 71.0%, a 0.2 percentage point decrease compared to the fiscal 2016 ratio. This improvement was driven by an increase in merchandise margin. |

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.

We classify a store as a new store until it meets the same store sales criteria.

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

The improvement in the fiscal 2016 expense ratio as compared to fiscal 2015 was driven by leverage on buying and occupancy costs as a result of the 5% same store sales increase along with an increase in merchandise margin.

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 TJX Canada and Europe for fiscal 2016 versus fiscal 2015.

The change in exchange rates increased the cost of merchandise purchased by TJX Canada and Europe that were denominated in currencies other than 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 market of inventory derivatives.

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 supply chain costs, along with our incremental investments.

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.

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

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 fiscal 2016 as compared to fiscal 2015.

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.

Foreign currency exchange rates also affected the comparability of our results.

In the U.S., we also operate STP, an off-price Internet retailer with a small number of stores.

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

Net sales at Marmaxx increased 7% in fiscal 2017 as compared to fiscal 2016.

The same store sales increase of 4% in fiscal 2016 was on top of a 1% increase in the prior year.

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.

sales growth, of approximately 0.7 percentage points.

Segment margin in fiscal 2016 was 14.3%, compared to 14.6% in fiscal 2015.

Marmaxx results for fiscal 2016 reflect improvements 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 continue to transition this business to a more fully off-price model and to adjust its merchandise mix.

The increase in same store sales for fiscal 2017 and fiscal 2016 was primarily due to an increase in customer traffic.

Segment profit margin for fiscal 2016 was 14.0%, up from 13.6% for fiscal 2015.

The increase in fiscal 2016 was driven by expense leverage, primarily buying and occupancy costs, on strong same store sales growth and an increase in merchandise margin, partially offset by an increase in distribution costs and higher payroll costs related to our wage initiative.

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

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

Some potential market risks are discussed below:

FOREIGN CURRENCY EXCHANGE RISK

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

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

As more fully described in Note 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.

We enter into derivative contracts only for the purpose of hedging the underlying economic exposure.

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

The contracts are executed with banks we believe are creditworthy and are denominated in currencies of major industrial countries.

Our foreign exchange risk management policy prohibits us from using derivative financial instruments for trading or other speculative purposes and we do not use any leveraged derivative financial instruments.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign currency exchange rates applied to the hedging contracts and the underlying exposures described above as well as the translation of our foreign operations into our reporting currency.

As of January 28, 2017 and January 30, 2016, 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 the fiscal year by approximately $65 million and $69 million, respectively.

EQUITY PRICE AND OTHER MARKET RISK

The assets of our funded qualified pension plan, a 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 J to the consolidated financial statements) in a manner that attempts to minimize and control our exposure to market uncertainties.

Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks.

A significant decline in the financial markets could adversely affect the value of our pension plan assets and the funded status of our pension plan, resulting in increased required contributions to the plan or other plan-related liabilities.

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

We have over [removed: 3,800] [added: 4,000] stores that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below [removed: department] [added: full-price retailers’ (including department, specialty,] and [removed: specialty store] [added: major online retailers)] regular [removed: retail] prices on comparable merchandise, every day.

[removed: _MARMAXX_:][added: _MARMAXX:_]

Our T.J. Maxx and Marshalls chains in the United States [removed: (referred to together as The Marmaxx Group or Marmaxx)] [added: (“Marmaxx”)] are collectively the largest off-price retailer in the United States with a total of [removed: 2,221] [added: 2,285] stores.

[removed: _HOMEGOODS_:][added: _HOMEGOODS:_]

Our HomeGoods [removed: chain,] [added: segment,] introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 579] [added: 667] stores, HomeGoods offers [removed: a broad array] [added: an eclectic assortment] of home fashions, including [removed: home basics, giftware, accent] furniture, [removed: lamps,] rugs, [removed: wall décor, seasonal items,] [added: lighting, soft home,] decorative [removed: accessories from around the world] [added: accessories, tabletop] and [removed: other merchandise.][added: cookware as well as expanded pet, kids and gourmet food departments.]

The merchandise offering at its [removed: 255] [added: 264] stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry, and The Runway, a designer section.

HomeSense has [removed: 106] [added: 117] stores with a merchandise mix of home fashions similar [removed: to HomeGoods.]

[added: to HomeGoods in the U.S.] We brought Marshalls to Canada in 2011 and operate [removed: 57] [added: 73] Marshalls stores in Canada.

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

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

With [removed: 503] [added: 540] stores, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

Its [removed: 44] [added: 55] stores [removed: in the U.K.] offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

The merchandise offering at its [removed: 35] [added: 38] stores [removed: in Australia] is comparable to T.J. Maxx.

In addition to our four main segments, we operate Sierra Trading [removed: Post,] [added: Post (“STP”),] 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: 12] [added: 27] retail stores in the U.S.

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

Our [removed: merchants] [added: buyers] have more visibility into consumer, fashion and market trends and pricing when we buy closer to need, which can help us “buy smarter” and reduce our markdown exposure.

Our logistics and distribution operations are designed to support our [added: global] 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 time.

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

Our [added: global] buying organization, which numbers more than 1,000 Associates in [removed: 15] [added: 16] buying offices in [removed: 11] [added: 12] countries, executes this opportunistic buying [removed: strategy] [added: strategy, buying merchandise from more than 100 countries] in a variety of ways, depending on market conditions and other factors.

These opportunities include, among others, order cancellations, manufacturer overruns, closeouts [added: from brands, manufacturers] and [added: other retailers and] special production direct from brands and factories.

Our [added: global] buying strategies are intentionally flexible to allow us to react to frequently changing opportunities and trends in the market and to adjust how and what we source as well as when we source it.

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 generally remain in the marketplace [added: for goods] throughout the year, frequently looking for opportunities to buy merchandise.

[removed: We also buy some merchandise that is available in the market] with the intention of storing it for sale, typically in future selling seasons.

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

Our expansive vendor universe, which is in excess of [removed: 18,000,] [added: 20,000,] consists primarily of manufacturers [removed: along with] [added: as well as] retailers and other vendors, and provides us substantial and diversified access to merchandise.

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

_Distribution._ We operate distribution centers encompassing approximately [removed: 16] [added: 17.5] million square feet in six countries, including a third-party operated distribution center in Australia.

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

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

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: 2018] [added: 2019] and our estimates of the [added: long-term] store growth potential of these segments in their current geographies:

| | | [removed: | Fiscal 2016] [added: Fiscal 2018] | | | | Fiscal 2017 | | | | Fiscal [removed: 2018 (estimated) | | | | | | |] [added: 2016] | | |

| T.J. Maxx | | | 28,000 | | | | [removed: 1,156] [added: 1,186] | | | | [removed: 1,186] [added: 1,223] | | | | | | | | | |

| Marshalls | | | [removed: 30,000] [added: 29,000] | | | | [removed: 1,007] [added: 1,035] | | | | [removed: 1,035] [added: 1,062] | | | | | | | | | |

| [removed: HomeGoods] [added: HomeGoods(3)] | | | 24,000 | | | | [removed: 526] [added: 579] | | | | [removed: 579] [added: 667] | | | | [removed: 660] | | | | [removed: 1,000] | |

| Winners | | | 28,000 | | | | [removed: 245] [added: 255] | | | | [removed: 255] [added: 264] | | | | | | | | | |

| HomeSense | | | 23,000 | | | | [removed: 101] [added: 106] | | | | [removed: 106] [added: 117] | | | | | | | | | |

| Marshalls | | | [removed: 29,000] [added: 28,000] | | | | [removed: 41] [added: 57] | | | | [removed: 57] [added: 73] | | | | | | | | | |

| T.K. Maxx [added: (Europe)] | | | [removed: 30,000] [added: 29,000] | | | | [removed: 456] [added: 503] | | | | [removed: 503] [added: 540] | | | | | | | | | |

| [removed: HomeSense] [added: Homesense] | | | [removed: 20,000] [added: 25,000] | | | | [removed: 39] [added: —] | | | | [removed: 44] [added: 4] | | | | | | | | | |

In 2017, we launched Homesense in the U.S. with 4 stores.

Homesense complements HomeGoods, offering a differentiated mix and expanded departments, such as large-scale furniture, lighting and rugs, as well as new departments, such as a general store and an entertaining marketplace.

In fiscal 2018, we opened 2 Homesense stores in Ireland.

We acquired Trade Secret in Australia in fiscal 2016 and re-branded it under the T.K. Maxx name during fiscal 2018.

We also buy some merchandise that is available in the market

These centers are generally large,

| | | | Fiscal 2017 | | | | Fiscal 2018 | | | | Fiscal 2019 (estimated) | | | | | | | | | |

| | | | | | | | 2,221 | | | | 2,285 | | | | 2,350 | | | | 3,000 | |

| HomeGoods | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | 579 | | | | 671 | | | | 771 | | | | 1,400 | |

| | | | | | | | 418 | | | | 454 | | | | 484 | | | | 600 | |

| Homesense (Europe) | | | 20,000 | | | | 44 | | | | 55 | | | | | | | | | |

| T.K. Maxx (Australia) | | | 22,000 | | | | 35 | | | | 38 | | | | | | | | | |

| | | | | | | | 582 | | | | 633 | | | | 668 | | | | 1,100 | (1) |

| TJX Total | | | | | | | 3,812 | (2) | | | 4,070 | (2) | | | 4,308 | (2)(3) | | | 6,100 | (2)(3) |

| (3) | HomeGoods and TJX total includes 15 new Homesense stores in the U.S. for fiscal 2019 and store growth potential includes 400 Homesense stores. |

| Australia | | | 1 | | | | | * | | | | * |

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

| Dollars in thousands | | February 3, 2018 | | | | January 28, 2017 | | | | January 30, 2016 | | |

| United States | | $ | 3,514,628 | | | $ | 3,312,210 | | | $ | 3,101,846 | |

| Canada | | | 308,259 | | | | 283,688 | | | | 242,705 | |

| Europe | | | 1,151,972 | | | | 920,710 | | | | 782,970 | |

| Australia | | | 31,194 | | | | 16,286 | | | | 10,054 | |

| Total long-lived assets | | $ | 5,006,053 | | | $ | 4,532,894 | | | $ | 4,137,575 | |

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

| California | | | 117 | | | | 143 | | | | 78 | | | | — | | | | — | |

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

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

| Ontario | | | 114 | | | | 52 | | | | 34 | |

| Germany | | | 120 | | | | — | |

| | | T.K. Maxx | | |

Our full-time, part-time, temporary, and seasonal workforce supports the execution of our flexible off-price business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of store inventory in over 4,000 retail stores in nine countries.

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

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

| Doug Mizzi | | 58 | | Senior Executive Vice President, Group President since February 2018. President, TJX Canada from October 2011 to February 2018. Managing Director T.K. Maxx, UK from April 2010 to October 2011. Executive Vice President, Chief Operating Officer, WMI from February 2006 to April 2010. Senior Vice President, Director of Store Operations, WMI from 2004 to 2006. Various store operations positions with TJX from 1988 to 2004. |

| | | | | |

| ITEM 1A. | Risk Factors |

| --- | --- |

The statements in this section describe the major risks to our business and should be considered carefully, in connection with all of the other information set forth in this annual report on Form 10-K.

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

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 acquired Trade Secret in the fall of 2015.

We also

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

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

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

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

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

| TJX Total | | | | | | | 3,614 | (1) | | | 3,812 | (1) | | | 4,061 | (1)(3) | | | 5,600 | |

| (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 | | | | — | |

Store counts above include the T.J. Maxx, Marshalls or HomeGoods portion of a superstore.

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

Store counts above include the Winners or HomeSense portion of a superstore.

| Germany | | | 108 | | | | — | |

| | | Trade Secret | | |

In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly Associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour and other labor [removed: statutes, including alleged misclassification of positions as exempt from overtime, alleged entitlement to additional wages for alleged off-the-clock work by hourly employees and alleged failure to pay all wages due upon termination.][added: statutes.]

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

We are also defending putative class action claims on behalf of

customers relating to TJX’s compare at pricing.

In connection with ongoing litigation, an immaterial amount has been accrued in the accompanying financial statements.

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 [removed: January 28, 2017][added: February 3, 2018]

For the transition period from to [removed: Commission file number 1-4908]

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated [removed: filer or] [added: filer,] a smaller reporting [added: company, or an emerging growth] company.

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

| Large Accelerated Filer \[ X \] | | Accelerated Filer \[ \] | | Non-Accelerated Filer \[ \] | | [removed: Smaller Reporting Company \[ \]] [added: (Do not check if a smaller reporting company)] |

| [added: Smaller Reporting Company \[ \]] | | [added: Emerging Growth Company \[ \]] | | [removed: (Do not check if a smaller reporting company)] | | |

The aggregate market value of the voting common stock held by non-affiliates of the registrant on July [removed: 30, 2016,] [added: 29, 2017,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $53,583,828,925] [added: $44,235,895,555] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 645,589,872] [added: 627,072,378] shares of the registrant’s common stock, $1.00 par value, outstanding as of [removed: February 25, 2017.][added: March 3, 2018.]

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: 6, 2017] [added: 5, 2018] (Part III).

This Form 10-K and our [removed: 2016] [added: 2017] 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: 2016] [added: 2017] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

10-K 1 d518812d10k.htm 10-K

Commission file number 1-4908

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

\[ \]

10-K 1 d269088d10k.htm 10-K

The following is a summary of our primary owned and leased distribution centers and primary administrative office locations as of [removed: January 28, 2017.][added: February 3, 2018.]

| | | Las Vegas, Nevada | | | [removed: 1,103,000] [added: 1,110,000] s.f.—owned | |

| | | Delta, British Columbia | | | [removed: 427,000] [added: 432,000] s.f.—leased | |

| TJX International | | Wakefield, England | | | [removed: 176,000] [added: 641,000] s.f.—leased | |

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

| Corporate, Marmaxx, HomeGoods | | Framingham and Marlborough, Massachusetts | | [removed: 2,034,000] [added: 1,958,000] s.f.—owned and leased in several buildings |

| TJX International | | Watford, England | | [removed: 280,000 s.f. — owned] [added: 286,000 s.f.—owned] and leased |

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

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

[removed: Trade Secret,] [added: T.K. Maxx in Australia,] part of TJX International, leases office space and maintains third-party arrangements for a distribution center in Australia totaling approximately [removed: 107,000] [added: 173,000] square feet.

In addition to the [removed: above] office [removed: space,] [added: space listed above,] we also occupy smaller buying office locations in various countries.

| | | Torbram, Ontario | | | 445,000 s.f.—leased | |

The quarterly high and low sale prices for our common stock for fiscal [removed: 2017] [added: 2018] and fiscal [removed: 2016] [added: 2017] are as follows:

| | | Fiscal [removed: 2017] [added: 2018] | | | | | | | | Fiscal [removed: 2016] [added: 2017] | | | | | | |

| First | | $ | [removed: 79.20] [added: 79.97] | | | $ | [removed: 66.82] [added: 73.25] | | | $ | [removed: 71.03] [added: 79.20] | | | $ | [removed: 63.66] [added: 66.82] | |

| Second | | $ | [removed: 81.88] [added: 80.92] | | | $ | [removed: 72.43] [added: 66.66] | | | $ | [removed: 70.52] [added: 81.88] | | | $ | [removed: 64.30] [added: 72.43] | |

| Third | | $ | [removed: 83.64] [added: 74.38] | | | $ | [removed: 72.51] [added: 68.89] | | | $ | [removed: 76.93] [added: 83.64] | | | $ | [removed: 67.25] [added: 72.51] | |

| Fourth | | $ | [removed: 79.79] [added: 81.46] | | | $ | [removed: 71.50] [added: 66.44] | | | $ | [removed: 74.65] [added: 79.79] | | | $ | [removed: 63.53] [added: 71.50] | |

The approximate number of common shareholders [added: of record] at [removed: January 28, 2017] [added: February 3, 2018] was [removed: 122,400.][added: 2,260.]

Our Board of Directors declared four quarterly dividends of [removed: $0.26] [added: $0.3125] per share for fiscal [removed: 2017] [added: 2018] and [removed: $0.21] [added: $0.26] per share for fiscal [removed: 2016.][added: 2017.]

While our dividend policy is subject to periodic review by our Board of Directors, we are currently planning to pay a [removed: $0.3125] [added: $0.39] per share quarterly dividend in fiscal [removed: 2018,] [added: 2019,] 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: 2017] [added: 2018] and the average price paid per share are as follows:

| | | Total Number of Shares Repurchased(1) | | [removed: | |] 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(3)] [added: Programs(4)] | | |

| [removed: (1)] [added: (3)] | [removed: Repurchased] [added: Consists of shares repurchased] under publicly announced stock repurchase programs. |

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

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

| October 29, 2017 through November 25, 2017 | | 1,412,273 | | $ | 69.39 | | | | 1,412,273 | | | $ | 1,442,780,056 | |

| November 26, 2017 through December 30, 2017 | | 2,114,512 | | $ | 74.72 | | | | 2,114,512 | | | $ | 1,284,779,833 | |

| December 31, 2017 through February 3, 2018 | | 1,944,055 | | $ | 77.90 | | | | 1,912,816 | | | $ | 4,135,779,792 | |

| Total: | | 5,470,840 | | | | | | | 5,439,601 | | | | | |

| (1) | Consists of shares repurchased under publicly announced stock repurchase programs and 31,239 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock awards. |

| (4) | In February 2018, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $3.0 billion of TJX common stock from time to time. In February 2016 and 2017, TJX announced stock repurchase programs authorizing an additional $2.0 billion and $1.0 billion in repurchases, respectively, from time to time, under which $1.1 billion remained available as of February 3, 2018. |

| --- | --- |

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

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

| 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 | | | | | |

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

| [added: Dollars in millions, except per share amounts] | [removed: January 28, 2017] | [added: February 3, 2018(1)] | | | [added: |] January [added: 28, 2017(2) | | | | January] 30, 2016 | | | | January 31, 2015 | | | | February 1, 2014 | | | [removed: | February 2, 2013 | | | |]

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

| Net sales | | $ | [removed: 33,184] [added: 35,865] | | | $ | [removed: 30,945] [added: 33,184] | | | $ | [removed: 29,078] [added: 30,945] | | | $ | [removed: 27,423] [added: 29,078] | | | $ | [removed: 25,878] [added: 27,423] | |

| Income from continuing operations | | $ | [removed: 2,298] [added: 2,608] | | | $ | [removed: 2,278] [added: 2,298] | | | $ | [removed: 2,215] [added: 2,278] | | | $ | [removed: 2,137] [added: 2,215] | | | $ | [removed: 1,907] [added: 2,137] | |

| Weighted average common shares for diluted earnings per share calculation (in thousands) | | | [removed: 664,432] [added: 646,105] | | | | [removed: 683,251] [added: 664,432] | | | | [removed: 703,545] [added: 683,251] | | | | [removed: 726,376] [added: 703,545] | | | | [removed: 747,555] [added: 726,376] | |

| Diluted earnings per share from continuing operations | | $ | [removed: 3.46] [added: 4.04] | | | $ | [removed: 3.33] [added: 3.46] | | | $ | [removed: 3.15] [added: 3.33] | | | $ | [removed: 2.94] [added: 3.15] | | | $ | [removed: 2.55] [added: 2.94] | |

| Cash dividends declared per share | | $ | [removed: 1.04] [added: 1.25] | | | $ | [removed: 0.84] [added: 1.04] | | | $ | [removed: 0.70] [added: 0.84] | | | $ | [removed: 0.58] [added: 0.70] | | | $ | [removed: 0.46] [added: 0.58] | |

| Cash and cash equivalents | | $ | [removed: 2,930] [added: 2,758] | | | $ | [removed: 2,095] [added: 2,930] | | | $ | [removed: 2,494] [added: 2,095] | | | $ | [removed: 2,150] [added: 2,494] | | | $ | [removed: 1,812] [added: 2,150] | |

| Working [removed: capital(1)] [added: capital] | | $ | [removed: 2,993] [added: 3,360] | | | $ | [removed: 2,370] [added: 2,993] | | | $ | [removed: 2,648] [added: 2,370] | | | $ | [removed: 2,449] [added: 2,648] | | | $ | [removed: 1,855] [added: 2,449] | |

| Total [removed: assets(1)] [added: assets(3)] | | $ | [removed: 12,884] [added: 14,058] | | | $ | [removed: 11,490] [added: 12,884] | | | $ | [removed: 10,978] [added: 11,490] | | | $ | [removed: 10,091] [added: 10,978] | | | $ | [removed: 9,415] [added: 10,091] | |

| Capital expenditures | | $ | [removed: 1,025] [added: 1,058] | | | $ | [removed: 889] [added: 1,025] | | | $ | [removed: 912] [added: 889] | | | $ | [removed: 947] [added: 912] | | | $ | [removed: 978] [added: 947] | |

| Long-term [removed: obligations(2)] [added: obligations(4)] | | $ | [removed: 2,228] [added: 2,231] | | | $ | [removed: 1,615] [added: 2,228] | | | $ | [removed: 1,613] [added: 1,615] | | | $ | [removed: 1,267] [added: 1,613] | | | $ | [removed: 768] [added: 1,267] | |

| Shareholders’ equity | | $ | [removed: 4,511] [added: 5,148] | | | $ | [removed: 4,307] [added: 4,511] | | | $ | [removed: 4,264] [added: 4,307] | | | $ | [removed: 4,230] [added: 4,264] | | | $ | [removed: 3,666] [added: 4,230] | |

| After-tax return on average shareholders’ equity | | | [removed: 52.1] [added: 54.0] | % | | | [removed: 53.1] [added: 52.1] | % | | | [removed: 52.2] [added: 53.1] | % | | | [removed: 54.1] [added: 52.2] | % | | | [removed: 55.5] [added: 54.1] | % |

| Total debt as a percentage of total [removed: capitalization(3)] [added: capitalization(5)] | | | [removed: 33.1] [added: 30.2] | % | | | [removed: 27.3] [added: 33.1] | % | | | [removed: 27.4] [added: 27.3] | % | | | [removed: 23.1] [added: 27.4] | % | | | [removed: 17.3] [added: 23.1] | % |

| [removed: Total] [added: Stores in operation:] | | | [removed: 3,812] [added: 4,070] | | | | [removed: 3,614] [added: 3,812] | | | | [removed: 3,395] [added: 3,614] | | | | [removed: 3,219] [added: 3,395] | | | | [removed: 3,050] [added: 3,219] | |

| Selling square footage (in thousands): | | | [added: 87,548] | | | | [added: 83,798] | | | | [added: 80,480] | | | | [added: 76,537] | | | | [added: 73,209] | |

| [removed: (1)] [added: (3)] | Amounts adjusted to reflect the reclassification of debt issuance cost in accordance with ASU 2015-03. We reclassified $9 million, $11 [removed: million, $7] million and [removed: $6] [added: $7] million of debt issuance cost from other assets to long-term obligations at January 30, 2016, January 31, [removed: 2015,] [added: 2015 and] February 1, 2014, [removed: and February 2, 2013] respectively. See [removed: “Note A:] [added: Note A- Basis of Presentation and] Summary of Accounting [removed: Policies” within Item 8] [added: Policies] of [removed: this Form 10-K] [added: Notes to Consolidated Financial Statements] for additional information. |

| [removed: (2)] [added: (4)] | Defined as long-term debt, exclusive of current installments and capital lease obligations, less the portion due within one year. |

| [removed: (3)] [added: (5)] | Defined as shareholders’ equity, short-term debt, long-term debt and capital lease obligations, including current maturities. |

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

| (1) | Fiscal 2018 includes an impairment charge of $99.3 million and a net benefit from the enactment of the 2017 Tax Act described in Item 7 under “Tax Cuts and Jobs Act of 2017.” |

| (2) | Fiscal 2017 includes a loss on early extinguishment of debt and a pension settlement charge. |

| --- | --- |

| --- | --- |

| Dollars in millions except per share amounts | | Fiscal Year Ended | | | | | | | | | | | | | | | | | | |

| Stores in operation: | | | | | | | | | | | | | | | | | | | | |

| In the United States: | | | | | | | | | | | | | | | | | | | | |

| T.J. Maxx | | | 1,186 | | | | 1,156 | | | | 1,119 | | | | 1,079 | | | | 1,036 | |

| Marshalls | | | 1,035 | | | | 1,007 | | | | 975 | | | | 942 | | | | 904 | |

| Sierra Trading Post | | | 12 | | | | 8 | | | | 6 | | | | 4 | | | | 4 | |

| HomeGoods | | | 579 | | | | 526 | | | | 487 | | | | 450 | | | | 415 | |

| In Canada: | | | | | | | | | | | | | | | | | | | | |

| Winners | | | 255 | | | | 245 | | | | 234 | | | | 227 | | | | 222 | |

| HomeSense | | | 106 | | | | 101 | | | | 96 | | | | 91 | | | | 88 | |

| Marshalls | | | 57 | | | | 41 | | | | 38 | | | | 27 | | | | 14 | |

| In Europe: | | | | | | | | | | | | | | | | | | | | |

| T.K. Maxx | | | 503 | | | | 456 | | | | 407 | | | | 371 | | | | 343 | |

| HomeSense | | | 44 | | | | 39 | | | | 33 | | | | 28 | | | | 24 | |

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

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

| T.J. Maxx | | | 26,614 | | | | 26,158 | | | | 25,461 | | | | 24,712 | | | | 23,894 | |

| Marshalls | | | 24,750 | | | | 24,308 | | | | 23,715 | | | | 23,092 | | | | 22,380 | |

| Sierra Trading Post | | | 227 | | | | 159 | | | | 122 | | | | 83 | | | | 83 | |

| HomeGoods | | | 11,119 | | | | 10,234 | | | | 9,537 | | | | 8,865 | | | | 8,210 | |

| Winners | | | 5,629 | | | | 5,470 | | | | 5,310 | | | | 5,196 | | | | 5,115 | |

| HomeSense | | | 1,984 | | | | 1,900 | | | | 1,824 | | | | 1,748 | | | | 1,698 | |

| Marshalls | | | 1,307 | | | | 975 | | | | 914 | | | | 666 | | | | 363 | |

| T.K. Maxx | | | 10,787 | | | | 9,970 | | | | 9,109 | | | | 8,383 | | | | 7,830 | |

| HomeSense | | | 714 | | | | 639 | | | | 545 | | | | 464 | | | | 411 | |

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

| Total | | | 83,798 | | | | 80,480 | | | | 76,537 | | | | 73,209 | | | | 69,984 | |

The information required by this item may be found on pages F-1 through [removed: F-34] [added: F-36] of this annual report on Form 10-K.

| --- | --- |

| ITEM 9A. | Controls and Procedures |

(a) Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report pursuant to Rules 13a-15 and 15d-15 of the Exchange Act.

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 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.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures.

(b) Changes in Internal Control Over Financial Reporting

Effective January 26, 2018, we implemented a new merchandise accounting system at TJX Europe that resulted in material changes to our process and procedures affecting internal control over financial reporting.

Otherwise, 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 2018 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.

(c) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate 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 preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

| | — | | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of TJX; |

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

| | — | | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of TJX are being made only in accordance with authorizations of management and directors of TJX; and |

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

| | — | | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of TJX’s assets that could have a material effect on the financial statements. |

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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 February 3, 2018 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 February 3, 2018.

(d) Attestation Report of the Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on our consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of February 3, 2018, and has issued an attestation report on the effectiveness of our internal control over financial reporting included herein.

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 [removed: January 28, 2017] [added: February 3, 2018] (Proxy Statement).

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

TJX also has a [added: Directors] Code of [added: Business] Conduct and [removed: Business] Ethics [removed: for Directors] which promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest.

We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the [added: Directors] Code of Business Conduct and Ethics [removed: 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 SEC.

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

| Fiscal Year Ended January 28, 2017 | | [removed: $] [added: $] | [removed: 41,723] [added: 41,723] | | | [removed: $] [added: $] | [removed: 1,483,146] [added: 1,483,146] | | | [removed: $] [added: $] | [removed: 1,481,633] [added: 1,481,633] | | | [removed: $] [added: $] | [removed: 43,236] [added: 43,236] | |

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

| 3(i).1 | | Fourth Restated Certificate of [removed: Incorporation is incorporated] [added: Incorporation, [incorporated] herein by reference to Exhibit 99.1 to the Form 8-A/A filed September 9, [removed: 1999.] [added: 1999](http://www.sec.gov/Archives/edgar/data/109198/000095013599004354/0000950135-99-004354.txt).] Certificate of Amendment of Fourth Restated Certificate of [removed: Incorporation is incorporated] [added: Incorporation, [incorporated] herein by reference to Exhibit 3(i) to the Form 10-Q filed for the quarter ended July [removed: 28, 2005.] [added: 30, 2005](http://www.sec.gov/Archives/edgar/data/109198/000095013505005210/b56623txexv3wxiy.htm).] |

| 3(ii).1 | | By-laws of TJX, as amended, [removed: are incorporated] [added: [incorporated] herein by reference to Exhibit 3.1 to the Form 8-K filed on [removed: September 22, 2009.] [added: February 5, 2018](http://www.sec.gov/Archives/edgar/data/109198/000119312518031707/d527262dex31.htm).] |

| 4.1 | | Indenture between TJX and U.S. Bank National Association dated as of April 2, [removed: 2009 is incorporated] [added: 2009, [incorporated] herein by reference to Exhibit 4.1 of the Registration Statement on Form S-3 filed on April 2, 2009 (File [removed: 333-158360).] [added: 333-158360)](http://www.sec.gov/Archives/edgar/data/109198/000095013509002476/b74862s3exv4w1.htm).] |

| 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, [removed: is incorporated] [added: [incorporated] herein by reference to Exhibit 4.2 to the Form 8-K filed on May 2, [removed: 2013.] [added: 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513194885/d529436dex42.htm).] |

| 4.3 | | Fourth Supplemental Indenture dated as of June 5, 2014 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, [removed: is incorporated] [added: [incorporated] herein by reference to Exhibit 4.2 to the Form 8-K filed on June 5, [removed: 2014.] [added: 2014](http://www.sec.gov/Archives/edgar/data/109198/000119312514226574/d736176dex42.htm).] |

| 4.4 | | Indenture between The TJX Companies, Inc. and U.S. Bank National Association dated September 12, [removed: 2016 is incorporated] [added: 2016, [incorporated] herein by reference to Exhibit 4.1 to the Form 8-K filed on September 12, [removed: 2016.] [added: 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex41.htm).] |

| 4.5 | | First Supplemental Indenture dated as of 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, [removed: is incorporated] [added: [incorporated] herein by reference to Exhibit 4.2 to the Form 8-K filed on September 12, [removed: 2016.] [added: 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex42.htm).] |

| 10.1 | | The Amended and Restated Employment Agreement dated January 29, 2016 between Carol Meyrowitz and [removed: TJX is incorporated] [added: TJX, [incorporated] herein by reference to Exhibit 10.1 to the Form 10-K filed for the fiscal year ended January 30, [removed: 2016.*] [added: 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex101.htm).*] |

| 10.2 | | The Amended and Restated Employment Agreement dated January 29, 2016 between Ernie Herrman and [removed: TJX is incorporated] [added: TJX, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-K filed for the fiscal year ended January 30, [removed: 2016.*] [added: 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex102.htm).*] |

| 10.3 | | The Employment Agreement dated [removed: January 31, 2014] [added: March 10, 2017] between and among Michael MacMillan, [removed: NBC Attire, Inc.] [added: Winners Merchants International LP] and [removed: TJX is incorporated] [added: TJX, [incorporated] herein by reference to Exhibit [removed: 10.5] [added: 10.4] to the Form 10-K filed for the fiscal year ended [removed: 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, 2015.] [added: January 28, 2017](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex104.htm).] The Letter Agreement dated January [removed: 27, 2017] [added: 16, 2018] between [removed: and among] Michael [removed: MacMillan, NBC Attire, Inc.] [added: MacMillan] and [removed: TJX is filed herewith.*] [added: TJX, [filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex103.htm).*] |

| [removed: 10.5] [added: 10.31] | | The [removed: Employment] [added: Trust] Agreement dated [removed: January 30, 2015] [added: as of April 8, 1988] between [removed: Richard Sherr and] TJX [removed: is] [added: and State Street Bank and Trust Company,] incorporated herein by reference to Exhibit [removed: 10.7] [added: 10(y)] to the Form 10-K filed for the fiscal year ended January [removed: 31, 2015.*] [added: 30, 1988.*(p)] |

| [removed: 10.6] [added: 10.32] | | The [removed: Employment] [added: Trust] Agreement dated [removed: January 30, 2015] [added: as of April 8, 1988] between [removed: Scott Goldenberg and] TJX [removed: is] [added: and Fleet Bank (formerly Shawmut Bank of Boston, N.A.),] incorporated herein by reference to Exhibit [removed: 10.8] [added: 10(z)] to the Form 10-K filed for the fiscal year ended January [removed: 31, 2015.*] [added: 30, 1988.*(p)] |

| 10.8 | | The Stock Incentive Plan (2013 [removed: Restatement) is incorporated] [added: Restatement), [incorporated] herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended May 4, [removed: 2013.*] [added: 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513243027/d529343dex101.htm).] The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, [removed: 2016 is incorporated] [added: 2016, [incorporated] herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended July 30, [removed: 2016.] [added: 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex101.htm).] The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, [removed: 2017 is] [added: 2017, [incorporated by reference to Exhibit 10.8 to the Form 10-K] filed [removed: herewith.*] [added: for the fiscal year ended January 28, 2017](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex108.htm).*] |

| 10.9 | | The Stock Incentive Plan Rules for U.K. Employees, as amended April 7, 2009, [removed: is incorporated] [added: [incorporated] herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended July 31, [removed: 2010.*] [added: 2010](http://www.sec.gov/Archives/edgar/data/109198/000095012310081603/b81240aexv10w3.htm).*] |

| 10.10 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as amended and restated through June 1, [removed: 2004 is incorporated] [added: 2004, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended July 31, [removed: 2004.*] [added: 2004.](http://www.sec.gov/Archives/edgar/data/109198/000095013504004414/b51737txexv10w2.txt)*] |

| 10.11 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, [removed: 2009 is incorporated] [added: 2009, [incorporated] herein by reference to Exhibit 12.1 to the Form 10-Q filed for the quarter ended October 31, [removed: 2009.] [added: 2009](http://www.sec.gov/Archives/edgar/data/109198/000095012309067237/b77180exv12w1.htm).] The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, [removed: 2009 is incorporated] [added: 2009, [incorporated] herein by reference to Exhibit 12.2 to the Form 10-Q filed for the quarter ended October 31, [removed: 2009.*] [added: 2009.](http://www.sec.gov/Archives/edgar/data/109198/000095012309067237/b77180exv12w2.htm)*] |

| 10.12 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 9, [removed: 2010 is incorporated] [added: 2010, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 30, [removed: 2010.] [added: 2010](http://www.sec.gov/Archives/edgar/data/109198/000095012310108499/b82678exv10w2.htm).] The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 9, [removed: 2010 is incorporated] [added: 2010, [incorporated] herein by reference to Exhibit 10.19 to the Form 10-K filed for the fiscal year ended January 28, [removed: 2012.*] [added: 2012.](http://www.sec.gov/Archives/edgar/data/109198/000119312512134536/d276277dex1019.htm)*] |

| 10.13 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, [removed: 2012 is incorporated] [added: 2012, [incorporated] herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 27, [removed: 2012.] [added: 2012](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex101.htm).] The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, [removed: 2012 is incorporated] [added: 2012, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 27, [removed: 2012.*] [added: 2012.](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex102.htm)*] |

| 10.14 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, [removed: 2013 is incorporated] [added: 2013, [incorporated] herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended November 2, [removed: 2013.] [added: 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex101.htm).] The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, [removed: 2013 is incorporated] [added: 2013, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended November 2, [removed: 2013.*] [added: 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex102.htm).*] |

| 10.15 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, [removed: 2014 is incorporated] [added: 2014, [incorporated] herein by reference to Exhibit 10.4 to the Form 10-Q filed for the quarter ended November 1, [removed: 2014.] [added: 2014](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex104.htm).] The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, [removed: 2014 is incorporated] [added: 2014, [incorporated] herein by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter ended November 1, [removed: 2014.*] [added: 2014](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex105.htm).*] |

| 10.16 | | The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, [removed: 2015 is incorporated] [added: 2015, [incorporated] herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 31, [removed: 2015.] [added: 2015](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex101.htm).] The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, [removed: 2015 is incorporated] [added: 2015, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 31, [removed: 2015.*] [added: 2015.](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm)*] |

| 10.17 | | The Form of Performance-Based Restricted Stock Award granted under the Stock Incentive Plan as of February 1, [removed: 2013 is incorporated] [added: 2013, [incorporated] herein by reference to Exhibit 10.16 to the Form 10-K filed for the fiscal year ended February 2, [removed: 2013.] [added: 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1016.htm).] The Form of Performance-Based Restricted Stock Award granted under the Stock Incentive Plan as of September 19, [removed: 2013 is incorporated] [added: 2013, [incorporated] herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended November 2, [removed: 2013.*] [added: 2013.](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex103.htm)*] |

| 10.18 | | The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of April 2, [removed: 2013 is incorporated] [added: 2013, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended May 4, [removed: 2013.*] [added: 2013.](http://www.sec.gov/Archives/edgar/data/109198/000119312513243027/d529343dex102.htm)*] |

| 10.19 | | The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of March 29, [removed: 2016 is incorporated] [added: 2016, [incorporated] herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended April 30, [removed: 2016.*] [added: 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516605931/d159759dex101.htm)*] |

| [removed: 10.20] [added: 10.21] | | The Performance-Based Restricted Stock Award granted under the Stock Incentive Plan on January 29, 2016 to Carol [removed: Meyrowitz is incorporated] [added: Meyrowitz, [incorporated] herein by reference to Exhibit [removed: 10.17] [added: 10.18] to the Form 10-K filed for the fiscal year ended January 30, [removed: 2016.*] [added: 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1018.htm)*] |

| [removed: 10.21] [added: 10.22] | | The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie [removed: Herrman is incorporated] [added: Herrman, [incorporated] herein by reference to Exhibit [removed: 10.18] [added: 10.19] to the Form 10-K filed for the fiscal year ended January 30, [removed: 2016.*] [added: 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1019.htm)*] |

| [removed: 10.22] [added: 10.23] | | The Form of Deferred Stock Award for Directors granted under the Stock Incentive [removed: Plan is incorporated] [added: Plan, [incorporated] herein by reference to Exhibit 10.20 to the Form 10-K filed for the fiscal year ended January 31, [removed: 2015.*] [added: 2015](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm).] The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, [removed: 2016 is incorporated] [added: 2016, [incorporated] herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended July 30, [removed: 2016.*] [added: 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm)*] |

| [removed: 10.24] [added: 10.25] | | The Management Incentive Plan and Long Range Performance Incentive Plan (2013 [removed: Restatement) is incorporated] [added: Restatement), [incorporated] herein by reference to Exhibit 10.22 to the Form 10-K filed for the fiscal year ended February 2, [removed: 2013.*] [added: 2013.](http://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1022.htm)*] |

| [removed: 10.25] [added: 10.26] | | The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999, [removed: are incorporated] [added: [incorporated] herein by reference to Exhibit 10.9 to the Form 10-K for the fiscal year ended January 30, [removed: 1999.] [added: 1999](http://www.sec.gov/Archives/edgar/data/109198/0000950135-99-002215.txt).] The Second Amendment to the GDCP, effective January 1, 2000, [removed: is incorporated] [added: [incorporated] herein by reference to Exhibit 10.10 to the Form 10-K filed for the fiscal year ended January 29, [removed: 2000.] [added: 2000](http://www.sec.gov/Archives/edgar/data/109198/000095013500002394/0000950135-00-002394.txt).] The Third and Fourth Amendments to the [removed: GDCP are incorporated] [added: GDCP, [incorporated] herein by reference to Exhibit 10.17 to the Form 10-K for the fiscal year ended January 28, [removed: 2006.] [added: 2006](http://www.sec.gov/Archives/edgar/data/109198/000095013506001903/b58738tjexv10w17.txt).] The Fifth Amendment to the GDCP, effective January 1, [removed: 2008 is incorporated] [added: 2008, [incorporated] herein by reference to Exhibit 10.17 to the Form 10-K filed for the fiscal year ended January 31, [removed: 2009.*] [added: 2009](http://www.sec.gov/Archives/edgar/data/109198/000095013509002399/b73492tjexv10w17.htm).*] |

| [removed: 10.26] [added: 10.27] | | The Supplemental Executive Retirement Plan (2015 [removed: Restatement) is incorporated] [added: Restatement), [incorporated] herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended May 2, [removed: 2015.*] [added: 2015.](http://www.sec.gov/Archives/edgar/data/109198/000119312515206466/d928268dex103.htm)*] |

| [removed: 10.27] [added: 10.28] | | The Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) (the [removed: ESP) is incorporated] [added: ESP), [incorporated] herein by reference to Exhibit 10.25 to the Form 10-K filed for the fiscal year ended January 31, [removed: 2015.] [added: 2015](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1025.htm).] The First Amendment to the ESP, dated December 30, 2015, [removed: is incorporated] [added: [incorporated] herein by reference to Exhibit [removed: 10.24] [added: 10.25] to the Form 10-K filed for the fiscal year ended January 30, [removed: 2016.*] [added: 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1025.htm)*] |

| [removed: 10.28] [added: 10.29] | | The Canadian Executive Savings Plan (effective November 1, 1999) of Winners Merchants International, LP (successor to Winners Apparel [removed: Ltd.) is incorporated] [added: Ltd.), [incorporated] herein by reference to Exhibit 10.26 to the Form 10-K filed for the fiscal year ended February 2, [removed: 2013.*] [added: 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1026.htm). Amendment to The Canadian Executive Savings Plan effective January 1, 2018, [filed herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex1029.htm)*] |

| [removed: 10.29] [added: 10.30] | | The [removed: form] [added: Form] of TJX Indemnification Agreement for its executive officers and [removed: directors is] [added: directors,] incorporated herein by reference to Exhibit 10(r) to the Form 10-K filed for the fiscal year ended January 27, [removed: 1990.*] [added: 1990.*(p)] |

| [removed: 10.32] [added: 10.33] | | The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust [removed: Company is incorporated] [added: Company, [incorporated] herein by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter ended October 31, [removed: 2015.*] [added: 2015.](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex105.htm)*] |

| 23 | | [removed: Consent] [added: [Consent] of Independent Registered Public Accounting [removed: Firm is] [added: Firm,] filed [removed: herewith.] [added: herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex23.htm)] |

| 24 | | [removed: Power] [added: [Power] of Attorney given by the Directors and certain Executive Officers of [removed: TJX is] [added: TJX,] filed [removed: herewith.] [added: herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex24.htm)] |

| 31.1 | | [removed: Certification] [added: [Certification] Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002 is] [added: 2002,] filed [removed: herewith.] [added: herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex311.htm)] |

| 31.2 | | [removed: Certification] [added: [Certification] Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002 is] [added: 2002,] filed [removed: herewith.] [added: herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex312.htm)] |

| Fiscal Year Ended February 3, 2018 | | $ | 43,236 | | | $ | 1,539,854 | | | $ | 1,537,945 | | | $ | 45,145 | |

| Fiscal Year Ended February 3, 2018 | | $ | 30,810 | | | $ | 96,975 | | | $ | 88,214 | | | $ | 39,571 | |

| 10.4 | | [The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex104.htm) |

| 10.5 | | [The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex105.htm) |

| 10.6 | | [The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm) |

| 10.7 | | [The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm) |

| 10.20 | | The Form of Performance-Based Deferred Stock award granted under the Stock Incentive Plan as of April 4, 2017, [incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended April 29, 2017.](http://www.sec.gov/Archives/edgar/data/109198/000119312517184984/d392325dex101.htm)* |

| 10.24 | | [Description of Director Compensation Arrangements, filed herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex1024.htm)* |

| 21 | | [Subsidiaries of TJX, filed herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex21.htm) |

| (p) | Paper filing. |

| --- | --- |

| Fiscal Year Ended January 31, 2015 | | $ | 37,429 | | | $ | 1,348,933 | | | $ | 1,350,886 | | | $ | 35,476 | |

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

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

| 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.* |

| 10.23 | | Description of Director Compensation Arrangements is filed herewith.* |

| 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.* |

| 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.* |

| 21 | | Subsidiaries of TJX is filed herewith. |

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

| | | | | [removed: By] | | /s/ SCOTT GOLDENBERG |

| Dated: [removed: March 28, 2017] [added: April 4, 2018] | | | | | | Scott Goldenberg, Chief Financial Officer |

| Dated: [removed: March 28, 2017] [added: April 4, 2018] | | | | Scott Goldenberg, as attorney-in-fact |

For Fiscal Years Ended [added: February 3, 2018,] January 28, [removed: 2017, January 30, 2016] [added: 2017] and January [removed: 31, 2015.][added: 30, 2016.]

| [Report of Independent Registered Public Accounting [removed: Firm](#fin269088_1)] [added: Firm](#fin518812_1)] | | | F-2 | |

| [Consolidated Statements of Income for the fiscal years ended [added: February 3, 2018,] January 28, [removed: 2017, January 30, 2016] [added: 2017] and January [removed: 31, 2015](#fin269088_2)] [added: 30, 2016](#fin518812_2)] | | | [removed: F-3] [added: F-4] | |

| [Consolidated Statements of Comprehensive Income for the fiscal years ended [added: February 3, 2018,] January 28, [removed: 2017, January 30, 2016] [added: 2017] and January [removed: 31, 2015](#fin269088_3)] [added: 30, 2016](#fin518812_3)] | | | [removed: F-4] [added: F-5] | |

| [Consolidated Balance Sheets as of [removed: January 28, 2017] [added: February 3, 2018] and January [removed: 30, 2016](#fin269088_4)] [added: 28, 2017](#fin518812_4)] | | | [removed: F-5] [added: F-6] | |

| [Consolidated Statements of Cash Flows for the fiscal years ended [added: February 3, 2018,] January 28, [removed: 2017, January 30, 2016] [added: 2017] and January [removed: 31, 2015](#fin269088_5)] [added: 30, 2016](#fin518812_5)] | | | [removed: F-6] [added: F-7] | |

| [Consolidated Statements of Shareholders’ Equity for the fiscal years ended [added: February 3, 2018,] January 28, [removed: 2017, January 30, 2016] [added: 2017] and January [removed: 31, 2015](#fin269088_6)] [added: 30, 2016](#fin518812_6)] | | | [removed: F-7] [added: F-8] | |

| [Notes to Consolidated Financial [removed: Statements](#fin269088_7)] [added: Statements](#fin518812_7)] | | | [removed: F-8] [added: F-9] | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#fin269088_8)] [added: Accounts](#fin518812_8)] | | | [removed: 41] [added: 45] | |

In our opinion, the consolidated financial statements [removed: listed in the accompanying index] [added: referred to above] present fairly, in all material respects, the financial position of [removed: The TJX Companies, Inc.] [added: the Company as of February 3, 2018] and [removed: its subsidiaries (the “Company”) at] January 28, [removed: 2017 and January 30, 2016,] [added: 2017,] and the results of their operations and their cash flows for each of the three years in the period ended [removed: January 28, 2017] [added: February 3, 2018] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: January 28, 2017,] [added: February 3, 2018,] based on criteria established in _Internal Control - Integrated Framework_ [removed: 2013] [added: (2013)] issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]

The Company’s management is responsible for these [removed: financial statements and the] [added: consolidated] financial [removed: statement schedule,] [added: statements,] for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on [removed: these financial statements, on] the [added: Company’s consolidated] financial [removed: statement schedule,] [added: statements] and on the Company’s internal control over financial reporting based on our [removed: integrated] audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,] accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| Amounts in thousands except per share amounts | | [removed: January 28, 2017] [added: February 3, 2018] | | | | January [removed: 30, 2016] [added: 28, 2017] | | | | January [removed: 31, 2015] [added: 30, 2016] | | |

| Net sales | | $ | [removed: 33,183,744] [added: 35,864,664] | | | $ | [removed: 30,944,938] [added: 33,183,744] | | | $ | [removed: 29,078,407] [added: 30,944,938] | |

| Cost of sales, including buying and occupancy costs | | | [removed: 23,565,754] [added: 25,502,167] | | | | [removed: 22,034,523] [added: 23,565,754] | | | | [removed: 20,776,522] [added: 22,034,523] | |

| Selling, general and administrative expenses | | | [removed: 5,768,467] [added: 6,375,071] | | | | [removed: 5,205,715] [added: 5,768,467] | | | | [removed: 4,695,384] [added: 5,205,715] | |

| Loss on early extinguishment of debt | | | [removed: 51,773] [added: —] | | | | [removed: —] [added: 51,773] | | | | [removed: 16,830] [added: —] | |

| Pension settlement charge | | | [removed: 31,173] [added: —] | | | | [removed: —] [added: 31,173] | | | | — | |

| Interest expense, net | | | [removed: 43,534] [added: 31,588] | | | | [removed: 46,400] [added: 43,534] | | | | [removed: 39,787] [added: 46,400] | |

| Income before provision for income taxes | | | [removed: 3,723,043] [added: 3,856,588] | | | | [removed: 3,658,300] [added: 3,723,043] | | | | [removed: 3,549,884] [added: 3,658,300] | |

| Provision for income taxes | | | [removed: 1,424,809] [added: 1,248,640] | | | | [removed: 1,380,642] [added: 1,424,809] | | | | [removed: 1,334,756] [added: 1,380,642] | |

| Net income | | $ | [removed: 2,298,234] [added: 2,607,948] | | | $ | [removed: 2,277,658] [added: 2,298,234] | | | $ | [removed: 2,215,128] [added: 2,277,658] | |

| Net income | | $ | [removed: 3.51] [added: 4.10] | | | $ | [removed: 3.38] [added: 3.51] | | | $ | [removed: 3.20] [added: 3.38] | |

| Weighted average common shares – basic | | | [removed: 655,647] [added: 636,827] | | | | [removed: 673,484] [added: 655,647] | | | | [removed: 692,691] [added: 673,484] | |

| Net income | | $ | [removed: 3.46] [added: 4.04] | | | $ | [removed: 3.33] [added: 3.46] | | | $ | [removed: 3.15] [added: 3.33] | |

| Weighted average common shares – diluted | | | [removed: 664,432] [added: 646,105] | | | | [removed: 683,251] [added: 664,432] | | | | [removed: 703,545] [added: 683,251] | |

| Cash dividends declared per share | | $ | [removed: 1.04] [added: 1.25] | | | $ | [removed: 0.84] [added: 1.04] | | | $ | [removed: 0.70] [added: 0.84] | |

| Amounts in thousands | | [removed: January 28, 2017] [added: February 3, 2018] | | | | January [removed: 30, 2016] [added: 28, 2017] | | | | January [removed: 31, 2015] [added: 30, 2016] | | |

| Foreign currency translation adjustments, net of related tax [removed: provision] [added: provisions] of [added: $36,929 and] $25,656 in fiscal [added: 2018 and fiscal] 2017, [added: respectively,] and [removed: benefits] [added: benefit] of $41,048 [removed: and $56,567] in fiscal 2016 [removed: and 2015, respectively] | | | [removed: (52,611] [added: 211,752] | [removed: )] | | | [removed: (143,923] [added: (52,611] | ) | | | [removed: (218,700] [added: (143,923] | ) |

| Recognition of net gains/losses on benefit obligations, net of related tax [removed: benefit of $7,394,] provision of [removed: $6,335, and] [added: $8,989 in fiscal 2018,] benefit of [removed: $91,941] [added: $7,394] in fiscal [removed: 2017, 2016] [added: 2017] and [removed: 2015, respectively] [added: provision of $6,335 in fiscal 2016] | | | [removed: (11,239] [added: 24,691] | [removed: )] | | | [removed: 9,629] [added: (11,239] | [added: )] | | | [removed: (139,366] [added: 9,629] | [removed: )] |

| Pension settlement charge, net of related tax provision of $12,369 in fiscal 2017 | | | [removed: 18,804] [added: —] | | | | [removed: —] [added: 18,804] | | | | — | |

_Opinions on the Financial Statements and Internal Control over Financial Reporting_

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of February 3, 2018 and January 28, 2017, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 3, 2018, including the related notes and financial statement schedule listed in the accompanying index listed within Item 15 (a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of February 3, 2018, based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

_Basis for Opinions_

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

_Definition and Limitations of Internal Control over Financial Reporting_

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,

April 4, 2018

We have served as the Company’s auditor since 1962.

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

| Impairment of goodwill and other long-lived assets, related to Sierra Trading Post (“STP”) | | | 99,250 | | | | — | | | | — | |

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

| Net income | | $ | 2,607,948 | | | $ | 2,298,234 | | | $ | 2,277,658 | |

| Cash and cash equivalents | | $ | 2,758,477 | | | $ | 2,929,849 | |

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

| Net income | | $ | 2,607,948 | | | $ | 2,298,234 | | | $ | 2,277,658 | |

| Impairment of goodwill and long-lived assets, related to STP | | | 99,250 | | | | — | | | | — | |

| Loss on early extinguishment of debt | | | — | | | | 51,773 | | | | — | |

| Pension settlement charge | | | — | | | | 31,173 | | | | — | |

| Other | | | 5,120 | | | | (7,518 | ) | | | 3,432 | |

| Net cash provided by operating activities | | | 3,025,624 | | | | 3,626,859 | | | | 2,956,915 | |

| Cash payments on build to suit leases | | | (3,138 | ) | | | — | | | | — | |

| Cash payments of employee tax withholdings for performance based stock awards | | | (19,274 | ) | | | (24,965 | ) | | | (19,572 | ) |

| Net cash (used in) financing activities | | | (2,297,346 | ) | | | (1,586,877 | ) | | | (2,195,427 | ) |

| Net income | | | — | | | | — | | | | — | | | | — | | | | 2,607,948 | | | | 2,607,948 | |

| Recognition of share-based compensation | | | — | | | | — | | | | 101,362 | | | | — | | | | — | | | | 101,362 | |

| Common stock repurchased | | | (22,205 | ) | | | (22,205 | ) | | | (211,959 | ) | | | — | | | | (1,410,417 | ) | | | (1,644,581 | ) |

| Balance, February 3, 2018 | | | 628,009 | | | $ | 628,009 | | | $ | — | | | $ | (441,859 | ) | | $ | 4,962,159 | | | $ | 5,148,309 | |

Basis of Presentation and Summary of Accounting Policies

The fiscal year ended February 3, 2018 (“fiscal 2018”) was a 53-week fiscal year.

Fiscal 2017 and 2016 were 52-week fiscal years.

Beginning in fiscal 2018, upon adoption of _ASU 2016-09-Compensation-Stock compensation (Topic 718): Improvements to employee share-based payment accountin_g, any excess tax benefits or deficiencies are included in the provision for income taxes.

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

_Lease Accounting_: The Company generally leases stores, distribution centers and office space under operating leases.

Store lease agreements generally include rent holidays, rent escalation clauses and contingent rent provisions for percentage of sales in excess of specified levels.

We recognize rent on a straight-line basis over the term of the lease, including rent holiday periods and scheduled rent increases.

| Impairment | | | — | | | | — | | | | (97,254 | ) | | | — | | | | (97,254 | ) |

| Balance, February 3, 2018 | | $ | 70,027 | | | $ | 1,784 | | | $ | — | | | $ | 28,258 | | | $ | 100,069 | |

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The TJX Companies, Inc.

In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

March 28, 2017

| Loss on cash flow hedge, net of related tax benefit of $3,149 in fiscal 2015 | | | — | | | | — | | | | (4,762 | ) |

| | | | | | | | | |

| Other | | | (32,483 | ) | | | (16,140 | ) | | | (12,403 | ) |

| Net cash provided by operating activities | | | 3,601,894 | | | | 2,937,343 | | | | 3,008,369 | |

| Net cash (used in) financing activities | | | (1,561,912 | ) | | | (2,175,855 | ) | | | (1,559,542 | ) |

| Cash and cash equivalents at beginning of year | | | 2,095,473 | | | | 2,493,775 | | | | 2,149,746 | |

| Balance, February 1, 2014 | | | 705,017 | | | $ | 705,017 | | | $ | — | | | $ | (199,532 | ) | | $ | 3,724,408 | | | $ | 4,229,893 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | 2,215,128 | | | | 2,215,128 | |

| Common stock repurchased | | | (27,602 | ) | | | (27,602 | ) | | | (300,728 | ) | | | — | | | | (1,322,374 | ) | | | (1,650,704 | ) |

The fiscal years ended January 28, 2017 (fiscal 2017), January 30, 2016 (fiscal 2016) and January 31, 2015 (fiscal 2015) each included 52 weeks.

_Earnings Per Share__:_ All earnings per share amounts refer to diluted earnings per share, unless otherwise indicated.

Any excess income tax benefits are included in cash flows from financing activities in the statements of cash flows.

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

acquired by TJX in fiscal 2013 and the value assigned to the name “Trade Secret,” acquired by TJX in fiscal 2016.

Tradenames are also tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the tradename may exceed its fair value and at least annually in the fourth quarter of each fiscal year.

_Recently Issued Accounting Standards__:_ In May 2014, a pronouncement was issued that creates common revenue recognition guidance for GAAP.

guidance.

In April 2015, the Financial Accounting Standards Board proposed an update to this rule which deferred its effective date for one year.

The proposed update stipulates the new standard would be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard on the originally scheduled effective date.

The standard shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.

We continue to evaluate other revenue streams such as e-commerce sales and shipping revenue and there may be a slight change in the timing of when such revenue is recognized.

If the lease term remains unchanged the income statement impact of the new standard is not expected to be material.

The company is in the process of evaluating its lease portfolio and identifying what additional data will be needed to comply with the new standard.

We are also evaluating available software options and system support that will be required to implement the new accounting process.

We do not currently plan to adopt early.

The impact of this standard is dependent upon levels of activity in future periods but would have been a $70.0 million benefit to provision for income taxes in fiscal 2017.

The standard will be effective for the first quarter of fiscal 2018.