TJX Companies (TJX) 10-K risk factor changes: FY2019 vs FY2018

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.

Opportunistic buying, operating with lean inventory levels and frequent inventory turns are key elements of our off-price business strategy but 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 focus on buying opportunistically places considerable discretion with them.

Our business model expects our merchants to effectively 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 or we may have insufficient inventory to meet customer demand, 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 a sufficient overall pricing differential to full-price retailers, including department, specialty, and major online retailers, 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 reporting segments, chains or geographies, which could adversely affect our results.

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 be flexible in our 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 within our current markets and into new geographic regions, product lines, and channels and, as appropriate, adding new businesses, whether by development, investment or acquisition.

Managing growth effectively can be difficult.

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 and/or may be required to increase investments, slow our planned growth or close stores or operations.

Various circumstances could adversely affect our expansion plans.

For example, if we are not able to find and lease appropriate real estate on attractive terms in the locations where we seek to open stores, we may need to change our planned growth in those areas.

Similarly, new stores may not achieve the same sales or profit levels as our existing stores, whether in current or new markets; our financial performance in new markets may not be the same as in existing markets; and adding stores or banners to existing markets may otherwise adversely affect our sales and profitability in those markets.

Further, our substantial size can make it challenging to manage our complex operations effectively and to maintain appropriate internal resources and third party providers to support our business effectively.

These challenges increase as we grow our business, and may add pressure to management and to various functions across our business, including administration, systems, including information technology systems, merchandising, store operations, distribution, logistics, and compliance.

Increasing our size and complexity may also put additional pressure on appropriately staffing and training Associates in these areas and/or managing appropriate third party providers that support these areas.

The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe and Australia and the autonomy afforded to the banners in some aspects of the business also increases the risk that our systems, controls, practices and policies may 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 if 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, our business may be adversely affected or we may need to reduce the rate of expansion or otherwise curtail growth, which may adversely affect our business plans, 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 and expectations, we work to identify consumer trends and preferences on an ongoing basis and to offer inventory and shopping experiences that meet those trends and preferences.

However, we may not do so effectively and on a timely basis across our diverse merchandise categories and in each of the many markets in the U.S., Canada, Europe and Australia in which we do business.

Trends and preferences in 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 (for example, by expanding and contracting 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 and encouraging frequent customer visits and could 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 (for example, through various digital platforms), which expectations 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 financial results.

If we fail to successfully implement our various marketing efforts or if our competitors’ programs are more effective than ours, our revenue or results of operations may be adversely affected.

Customer traffic and demand for our merchandise may be influenced by our marketing efforts.

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 digital communication channels.

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

We operate in highly competitive markets, and we may not be able to compete effectively.

The retail apparel and home fashion businesses are highly competitive.

The discussion that follows relates to our [removed: 53-week] [added: 52\-week] fiscal year ended February [added: 2, 2019 (fiscal 2019), our 53\-week fiscal year ended February] 3, 2018 (fiscal [removed: 2018)] [added: 2018),] and our [removed: 52-week] [added: 52\-week] fiscal [removed: years] [added: year] ended January 28, 2017 (fiscal [removed: 2017) and January 30, 2016 (fiscal 2016).][added: 2017).]

[added: We operate over 4,300 stores through our four main segments: in the U.S., Marmaxx] (which operates T.J. Maxx, Marshalls and tjmaxx.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense and tkmaxx.com in Europe, and T.K. Maxx in Australia).

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

During the fourth [removed: quarter,] [added: quarter of fiscal 2018,] 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 [added: 2019 and fiscal] 2018 results (see [removed: “_Tax] [added: “Tax] Cuts and Jobs Act of [removed: 2017__”_] [added: 2017”] below).

Highlights of our financial performance for fiscal [removed: 2018] [added: 2019] include the following:

| [removed: | — |] [added: –] | Net sales increased to [removed: $35.9] [added: $39] billion for fiscal [removed: 2018,] [added: 2019,] up [removed: 8%] [added: 9%] over [removed: the same period last year. The 53rd week in] fiscal [removed: 2018 increased net sales by 2%.] [added: 2018.] At February [removed: 3, 2018,] [added: 2, 2019,] the number of stores in operation increased [removed: 7%] [added: 6%] and selling square footage increased 4% over the end of fiscal [removed: 2017.] [added: 2018.] |

| [removed: | — |] [added: –] | Comp sales [removed: on a 52-week basis] increased [removed: 2%] [added: 6%] in fiscal [removed: 2018] [added: 2019] over an increase of [removed: 5%] [added: 2%] in fiscal [removed: 2017] [added: 2018] and an increase of 5% in fiscal [removed: 2016.] [added: 2017.] The fiscal [removed: 2018] [added: 2019] increase was driven primarily by an increase in customer traffic at each of our four segments. |

[removed: | | — | | 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 [removed: increase] was [removed: driven by higher supply chain costs partially] offset by the favorable impact of mark-to-market of inventory derivatives [removed: and a] [added: that benefited the expense ratio by approximately 0.1 percentage point as well as an estimated 0.1 percentage point] benefit from the 53rd week in the [added: Company’s] fiscal 2018 calendar. [removed: Merchandise margins were flat compared to fiscal 2017. |]

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

| [removed: | — |] [added: –] | 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, increased [removed: 6%] [added: 1%] on a reported basis and increased [removed: 4%] [added: 3%] on a constant currency basis at the end of fiscal [removed: 2018] [added: 2019] as compared to the prior year. |

| [removed: | — |] [added: –] | During fiscal [removed: 2018,] [added: 2019,] we repurchased [removed: 22.3] [added: 51.8] million shares of our common stock for [removed: $1.7] [added: $2.5] billion, on a “trade date basis”. Earnings per share reflect the benefit of [removed: the stock repurchase program. With $1.1 billion remaining under previously announced] [added: our] stock repurchase [removed: programs,] [added: programs. In February 2019,] our Board of Directors approved [removed: our 19th stock] [added: a] repurchase program that authorizes the repurchase of up to an additional [removed: $3.0 billion.] [added: $1.5 billion of TJX common stock.] |

[removed: _Tax Cuts and Jobs Act of 2017:_] On December 22, 2017, the 2017 Tax Act was enacted into law [removed: which, among other things, includes a one-time mandatory transition tax on accumulated foreign undistributed earnings and] [added: which included] a reduction of the U.S. corporate income tax rate to 21 percent, effective January 1, [removed: 2018.][added: 2018 and had a significant impact on our fiscal 2019 and fiscal 2018 operating results.]

[removed: The] [added: In fiscal 2018, the] Company [removed: has] reinvested a portion of [removed: these] [added: the] tax benefits [removed: by approving] [added: through] a discretionary bonus to eligible non-bonus plan Associates [removed: globally, providing] [added: globally and] 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 [removed: $0.17] [added: $0.09] per share for [removed: the] fiscal [removed: 2018 fourth quarter and full year.][added: 2018.]

[removed: _Net sales:_] Consolidated net sales for fiscal 2018 totaled $35.9 billion, an 8% increase over $33.2 billion in fiscal 2017.

The increase reflected a 4% increase from [removed: new stores,] [added: non-comp sales,] a 2% increase from comp sales, and a 2% increase from the impact of the 53rd week in the fiscal 2018 calendar.

Net sales from our e-commerce businesses [added: combined] amounted to approximately 2% of total sales and had an immaterial impact on fiscal [removed: 2018] [added: 2019] sales growth.

Consolidated net sales for fiscal [removed: 2017] [added: 2019] totaled [removed: $33.2] [added: $39] billion, a [removed: 7%] [added: 9%] increase over [removed: $30.9] [added: $35.9] billion in fiscal [removed: 2016.][added: 2018.]

The increase [removed: reflected a 5% increase from] [added: in sales for fiscal 2019 reflects] comp sales [added: growth of 4%] and a 4% increase from [removed: new stores,] [added: non-comp sales,] offset by a 2% negative impact [removed: from] [added: of] foreign currency [removed: exchange rates.][added: translation.]

[removed: _Comparable Store Sales:_] We define comparable store sales (“comp [removed: sales”), formerly referred to as same-store sales,] [added: sales”)] to be sales of 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.

Sales excluded from comp sales (“non-comp sales”) consists [removed: of:][added: of]

| [removed: | — |] [added: –] | New [removed: stores-] stores [added: - stores] that have not yet met the comp sales [removed: criteria] [added: criteria, which represents a substantial majority of non-comp sales] |

| [removed: | — |] [added: –] | Stores that are closed permanently or for an extended period of time |

| [removed: | — |] [added: –] | Sales from our e-commerce businesses, meaning Sierra [removed: Trading Post] (including stores), tjmaxx.com and tkmaxx.com |

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

Geographically, in the U.S., the Southeast and the Southwest regions reported the highest comp sales [removed: increase,] [added: increases,] and the Northeast was below the consolidated average.

Comp sales increases [removed: in the U.S.] [added: across all of our segments] for fiscal [removed: 2017] [added: 2019] were primarily due to an increase in customer traffic.

[removed: In fiscal 2017,] [added: Apparel outperformed] home fashions [removed: performed better than apparel, but] [added: in fiscal 2019 with] both [removed: recorded] [added: categories posting solid] comp sales growth.

Geographically, in the U.S., [removed: sales were strong in virtually all regions, with] the [removed: Southeast and the] [added: Southeast,] Great Lakes [added: and the Southwest] regions [removed: reporting] [added: reported] the highest comp sales [removed: growth.][added: increases, and the Mid Atlantic was below the consolidated average.]

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

The following table sets forth our consolidated operating results as a percentage of net [removed: sales:][added: sales.]

| | [removed: |] Percentage of Net Sales | | | | | | [removed: | | | | |]

| | [removed: | Fiscal] [added: Fiscal] Year [removed: 2018 | |] [added: 2019] | | Fiscal Year [removed: 2017 | |] [added: 2018] | | Fiscal Year [removed: 2016 |] [added: 2017] | |

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

| Cost of sales, including buying and occupancy costs | [removed: | | 71.1] [added: 71.4] | | [added: 71.1] | | 71.0 | | [removed: | | 71.2 | |]

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

| Impairment of goodwill and other long-lived assets | [removed: | | 0.3 | | | |] — | | [added: 0.3] | | — | |

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

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

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

During fiscal 2019, we completed a two-for-one stock split of our common stock; as such, all share and related data, as well as basic and diluted earnings per share amounts have been adjusted to reflect the split.

| | |

| | |

| | |

| – | Diluted earnings per share for fiscal 2019 were $2.43 compared to $2.02 per share in fiscal 2018. |

| | |

| – | Our fiscal 2019 pre-tax margin (the ratio of pre-tax income to net sales) was 10.7%, a 0.1 percentage point decrease compared to 10.8% in fiscal 2018. |

| | |

| – | Our cost of sales, including buying and occupancy costs, ratio for fiscal 2019 was 71.4% a 0.3 percentage point increase compared to 71.1% in fiscal 2018. |

| | |

| --- | --- |

| – | Our selling, general and administrative (“SG&A”) expense ratio for fiscal 2019 was 17.8%, which was flat to fiscal 2018. |

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| --- | --- |

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| --- | --- |

Tax Cuts and Jobs Act of 2017

Impact of Brexit

The U.K’s decision to leave the European Union (“EU”), commonly referred to as “Brexit”, remains unsettled.

Should the U.K. exit the EU, there are several possible outcomes each of which creates risks for TJX, especially in our European operations.

Our TJX Europe management team has evaluated a range of possible outcomes, sought to identify areas of concern and implemented strategies to mitigate them.

Our current European operations benefit from the free movement of goods and labor between the U.K. and EU.

As a result, we believe Brexit could have a negative impact on our ability to efficiently move merchandise between the U.K. and the EU.

Brexit could also have a negative impact on our talent in the region, both by impacting current Associates, who are either EU citizens working in the U.K. or U.K. citizens working in the EU, and potentially impacting recruitment and retention for our European operations in the future.

If the U.K. does exit the EU, this would require additional regulatory and compliance requirements for merchandise that flows between the U.K. and the EU.

We have developed a plan to realign our European division’s supply chain to reduce the volume of merchandise flowing between the U.K. and the EU and have established resources and systems to support this plan.

In addition, we continue to communicate with our Associates about Brexit including by providing relevant information about additional procedures that may be required post-Brexit.

We believe these steps will help us mitigate the operational risks that we expect could result from Brexit.

If, however, Brexit happens without a comprehensive withdrawal agreement between the U.K. and the EU and therefore, without a longer transitional period, our European operations could be significantly impacted, particularly in the short term.

We believe that over time we would implement appropriate strategies to address that outcome.

Net Sales

The increase reflected a 6% increase from comp stores and a 3% increase from non-comp sales.

Foreign currency had a neutral impact in fiscal 2019.

Revenues by Geography

The percentages of our consolidated revenues by geography for the last three fiscal years are as follows:

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

| | | | | | | | | | |

| | Fiscal 2019 | | | Fiscal 2018 | | | Fiscal 2017 | | |

| United States | | | | | | | | | |

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

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

| | — | | Diluted earnings per share for fiscal 2018 were $4.04 compared to $3.46 per share in fiscal 2017. Fiscal 2018 earnings per share 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 the Company’s fiscal 2018 calendar partially offset by a $0.10 impairment charge related to STP. Fiscal 2017 earnings per share includes a $0.07 reduction due to a loss on the early extinguishment of debt and a pension settlement charge during the third quarter. |

| | — | | Our fiscal 2018 pre-tax margin (the ratio of pre-tax income to net sales) was 10.8%, a 0.4 percentage point decrease compared to 11.2% in fiscal 2017. The 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 0.6 percentage points while the 53rd week in the fiscal 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. |

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.

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

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

currency other than an operating division’s local currency.

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.

The improvement in the fiscal 2017 expense ratio was driven by an increase in our merchandise margin along with leverage on buying and occupancy costs as a result of the 5% comp sales increase.

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

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

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

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

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

The remaining increase in fiscal 2018 was primarily due to higher employee payroll costs due to wage increases.

The increase in this ratio in fiscal 2017 was primarily due to a combination of higher employee payroll costs, due to wage increases and investments to support our growth and supply chain costs, partially offset by the favorable impact of reduced contributions to the TJX charitable foundations in fiscal 2017 as compared to fiscal 2016.

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 increase in the fiscal 2017 income tax rate was due to the jurisdictional mix of income and the valuation allowance on foreign net operating losses.

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

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

We will continue to analyze additional information and guidance related to the 2017 Tax Act as supplemental legislation, regulatory guidance, or evolving technical interpretations become available.

The final impacts may differ from the recorded amounts as of February 3, 2018, and we will continue to refine such amounts within the measurement period provided by Staff Accounting Bulletin No. 118.

We expect to complete our analysis no later than the fourth quarter of fiscal 2019.

The impairment charge related to STP reduced fiscal 2018 diluted earnings per share by $0.10 per share while the 53rd week in the fiscal 2018 calendar provided a benefit of approximately $0.11 per share.

During the third quarter of fiscal 2017, we incurred charges from the loss on early extinguishment of debt and the pension settlement, collectively reducing fiscal 2017 net income by $50 million, or $0.07 per share.

We repurchased 22.3 million shares of our stock at a cost of $1.7 billion in both fiscal 2018 and fiscal 2017, and 26.5 million shares of our stock at a cost of $1.8 billion in fiscal 2016.

| STP | | | 27 | | | | 12 | | | | 8 | |

| STP | | | 470 | | | | 227 | | | | 159 | |

Home fashions outperformed apparel for fiscal 2018, with apparel posting flat comp sales on top of strong comp sales in fiscal 2017.

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

Marmaxx results for fiscal 2017 reflect an increase in merchandise margin and buying and occupancy expense leverage, on comp sales growth, of approximately 0.7 percentage points.

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

Comp sales growth in fiscal 2018 and fiscal 2017 was also due to an increase in units sold, which was partially offset by a decrease in the average ticket.

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

Segment margin for fiscal 2017 was favorably impacted by an increase in merchandise margin and expense leverage, primarily occupancy costs, on strong comp sales growth.

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

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 E- Financial Instruments of Notes to 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 February 2, 2019 and February 3, 2018, 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 by approximately $84 million and $78 million, in fiscal years 2019 and 2018, 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 I- Pension Plans and Other Retirement Benefits of Notes to 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.

The TJX Companies, Inc. [removed: (TJX)] [added: (together with its subsidiaries, "TJX", the "Company", "we", or "our")] is the leading off-price apparel and home fashions retailer in the United States and worldwide.

We have over [removed: 4,000] [added: 4,300] stores that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.

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

[removed: We also] [added: Further, we can] leverage the substantial buying power of our businesses [removed: in] [added: with] our global [removed: relationships with vendors.][added: vendor relationships.]

[removed: _Our Businesses._] We operate our business in four main segments: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX International.

[removed: _MARMAXX:_][added: MARMAXX]

Our T.J. Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of [removed: 2,285] [added: 2,343] stores.

Both chains sell family apparel (including footwear and accessories), home fashions (including home basics, [removed: accent furniture, lamps, rugs, wall décor,] decorative accessories and giftware) and other merchandise.

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

[removed: _HOMEGOODS:_][added: HOMEGOODS]

Our HomeGoods segment, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 667] [added: 749] stores, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware as well as expanded pet, kids and gourmet food departments.

[added: In 2017, we launched] Homesense [removed: complements] [added: in the U.S. Our 16 Homesense stores complement] HomeGoods, offering a differentiated mix and expanded departments, such as [removed: large-scale] [added: large] furniture, [added: ceiling] lighting and rugs, as well as [removed: new] [added: different] departments, such as a general store and an entertaining marketplace.

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

The merchandise offering at its [removed: 264] [added: 271] stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry, and The Runway, a designer section.

HomeSense has [removed: 117] [added: 125] stores with a merchandise mix of home fashions similar [added: to HomeGoods in the U.S. We brought Marshalls to Canada in 2011 and operate 88 Marshalls stores in Canada.]

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

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

With [removed: 540] [added: 567] stores, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

We brought the off-price home fashions concept to Europe, opening Homesense in the U.K. in [removed: 2008.][added: 2008 and in Ireland in 2017.]

Its [removed: 55] [added: 68] stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

We acquired Trade Secret in Australia in [removed: fiscal 2016] [added: 2015] and re-branded it under the T.K. Maxx name during [removed: fiscal 2018.][added: 2017.]

The merchandise offering at [removed: its 38] [added: T.K. Maxx in Australia's 44] stores is comparable to T.J. Maxx.

[removed: In addition to our four main segments, we operate] Sierra [removed: Trading Post (“STP”),] [added: is] an off-price [removed: Internet] retailer of brand name and quality outdoor gear, family apparel and footwear, sporting goods and home fashions.

Sierra [removed: Trading Post launched its e-commerce site, sierratradingpost.com, in 1998 and] operates [removed: 27] [added: sierra.com and 35] retail stores in the U.S.

[removed: _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 fashionable, quality, brand name and designer merchandise at excellent values every day.

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

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

Our global buying organization, which numbers [removed: more than 1,000] [added: approximately 1,100] Associates [removed: in 16 buying] [added: and has] offices [added: across 4 continents] in 12 countries, executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.

Our goal is to operate with lean inventory levels compared to conventional retailers to give us the flexibility to seek out and to take advantage of these opportunities as they [removed: arise.][added: arise, close to the time it is needed in our stores and online and when we have more visibility into fashion trends and price.]

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

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

[removed: Our expansive vendor universe, which is in excess of 20,000, consists primarily of manufacturers as well as] [added: Manufacturers,] retailers and other [added: vendors make up our expansive universe of more than 21,000] vendors, [removed: and] [added: which] provides us substantial and diversified access to merchandise.

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

Our specialized inventory planning, purchasing, monitoring and markdown systems, coupled with distribution center storage, processing, handling and shipping systems, enable us to tailor the merchandise in our stores to local preferences and demographics, achieve rapid in-store inventory turnover on a vast array of products and generally sell [added: through most merchandise] within the period we planned.

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

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

[removed: _Customer Service/Shopping Experience._] We continue to renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales.

[removed: _Distribution._] We operate distribution centers encompassing approximately [removed: 17.5] [added: 19] million square feet in six [removed: countries, including a third-party operated distribution center in Australia.][added: countries.]

We ship substantially all of our merchandise to our stores through [removed: these] [added: a network of] distribution [removed: centers as well as] [added: centers,] warehouses and shipping centers operated by third parties.

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

Our Businesses

In addition to our four main segments, we operate Sierra, acquired in 2012 and rebranded from Sierra Trading Post in 2018.

Flexible Business Model

Opportunistic Buying

Inventory Management

Pricing

Our mission is to deliver great value to our customers every day.

Low Cost Operations

Customer Service/Shopping Experience

Distribution

These centers are generally large, and built to suit our specific, off-price business model, with a combination of automated systems and manual processes to manage the variety of merchandise we acquire.

Store Growth

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

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

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

| | | 2,285 | | | 2,343 | | | 2,403 | | | 3,000 | | |

| | | 671 | | | 765 | | | 845 | | (1) | 1,400 | | (1) |

| | | 633 | | | 679 | | | 729 | | | 1,100 | | (2) |

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Competition

Employees

Trademarks

Seasonality

SEC Filings and Certifications

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| | | |

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

to HomeGoods in the U.S. We brought Marshalls to Canada in 2011 and operate 73 Marshalls stores in Canada.

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

with the intention of storing it for sale, typically in future selling seasons.

These centers are generally large,

highly automated and built to suit our specific, off-price business model.

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

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

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

| --- | --- |

_Revenue Information._ The percentages of our consolidated revenues by geography for the last three fiscal years are as follows:

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

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

| | | Fiscal 2018 | | | | Fiscal 2017 | | | | Fiscal 2016 | | |

| United States | | | | | | | | | | | | |

| Northeast | | | 24 | % | | | 24 | % | | | 24 | % |

| Midwest | | | 12 | | | | 12 | | | | 12 | |

| South (including Puerto Rico) | | | 25 | | | | 25 | | | | 25 | |

| West | | | 15 | | | | 16 | | | | 16 | |

| Subtotal | | | 76 | | | | 77 | | | | 77 | |

| Canada | | | 10 | | | | 10 | | | | 9 | |

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

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

| Total | | | 100 | % | | | 100 | % | | | 100 | % |

* Revenue from Australia was less than one percent during fiscal 2017 and fiscal 2016.

The percentages of our consolidated revenues by major product category for the last three fiscal years are as follows:

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

| Clothing including footwear | | | 52 | % | | | 54 | % | | | 55 | % |

| Jewelry and accessories | | | 15 | | | | 15 | | | | 15 | |

| Home fashions | | | 33 | | | | 31 | | | | 30 | |

Information about our long-lived assets by geography for the last three fiscal years are as follows:

| | | 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 | |

[added: TJX is also a defendant in a putative class action on behalf of] customers relating to [removed: TJX’s] compare at pricing.

We are also defending putative class action claims on behalf of

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

[removed: \[ X \]] [added: | ☒ |] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [added: |]

For the fiscal year ended February [removed: 3, 2018][added: 2, 2019]

[removed: \[ \]] [added: | ☐ |] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [added: |]

For the transition period from [added: _______] to [added: _______]

| (State or other jurisdiction of incorporation or organization) | | [removed: (IRS] [added: (I.R.S.] Employer Identification No.) |

| 770 Cochituate Road [added: Framingham, Massachusetts] | | [added: 01701] |

[removed: |] Registrant’s telephone number, including area [removed: code] [added: code:] (508) 390-1000 [removed: | | |]

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

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

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

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

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

| [removed: Smaller Reporting Company \[ \]] [added: Emerging growth company] | | [removed: Emerging Growth Company \[ \]] [added: ☐] | | | | |

The aggregate market value of the voting common stock held by non-affiliates of the registrant on [removed: July 29, 2017,] [added: August 4, 2018,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $44,235,895,555] [added: $60.5 billion] based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 627,072,378] [added: 1,214,588,500] shares of the registrant’s common stock, $1.00 par value, outstanding as of March [removed: 3, 2018.][added: 2, 2019.]

Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of [removed: Stockholders] [added: Shareholders] to be held on June [removed: 5, 2018] [added: 4, 2019] (Part III).

[removed: CAUTIONARY] [added: CAUTIONARY] NOTE REGARDING FORWARD-LOOKING [removed: STATEMENTS][added: STATEMENTS]

This Form 10-K and our [removed: 2017] [added: 2018] 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: 2017] [added: 2018] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

10-K 1 tjx-10kx20190202.htm 10-K

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| --- | --- |

| | |

| | | |

| | | |

YES ☒ NO ☐

YES ☒ NO ☐

| | | | | | | |

| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |

YES ☐ NO ☒

10-K 1 d518812d10k.htm 10-K

| Framingham, Massachusetts | | 01701 |

\[ \]

Leases in the U.S. and Canada are generally for an initial term of [removed: 10] [added: ten] years with options to extend the lease term for one or more [removed: 5-year] [added: five year] periods.

Leases in Europe generally have an initial term of [removed: 10] [added: ten] to [removed: 15] [added: fifteen] years and [added: leases] in Australia [removed: the] [added: generally have an] initial lease term [removed: is primarily 7] [added: of seven] to [removed: 10] [added: ten] years.

The following is a summary of our primary owned and leased distribution [added: and fulfillment] centers and primary administrative office locations as of February [removed: 3, 2018.][added: 2, 2019.]

Square footage information for the distribution [added: and fulfillment] centers represents total “ground cover” of the facility.

Square footage information for office space represents total space [removed: occupied.][added: owned or leased.]

| Marmaxx | | | [removed: | | | |]

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

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

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

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

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

| | [removed: | Chickasaw,] [added: Memphis,] Tennessee | [removed: | | 415,000] [added: 800,000] s.f.—leased | [removed: |]

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

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

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

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

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

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

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

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

| | [removed: |] Tucson, Arizona | [removed: | |] 858,000 s.f.—owned | [removed: |]

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

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

| | [removed: |] Torbram, Ontario | [removed: | |] 445,000 s.f.—leased | [removed: |]

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

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

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

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

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

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

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

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

| TJX International | [removed: |] Watford, England | [removed: | 286,000] [added: 282,000] s.f.—owned and leased |

| | [removed: |] Dusseldorf, Germany | [removed: | 45,000] [added: 46,000] s. f.—leased |

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

STORE LOCATIONS

Our chains operated stores in the following locations at the end of fiscal 2019; store counts below include both banners within a combo or a superstore:

United States

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

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

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

| | T.J. Maxx | | Marshalls | | HomeGoods | | Homesense | | Sierra | |

| Alabama | 25 | | 6 | | 6 | | — | | — | |

| Arizona | 17 | | 18 | | 14 | | — | | — | |

| Arkansas | 14 | | 4 | | 5 | | — | | — | |

| California | 121 | | 145 | | 89 | | — | | — | |

| Colorado | 17 | | 11 | | 10 | | — | | 5 | |

| Connecticut | 28 | | 24 | | 18 | | — | | 1 | |

| Delaware | 3 | | 5 | | 4 | | — | | — | |

| District of Columbia | 4 | | 4 | | — | | — | | — | |

| Florida | 95 | | 94 | | 67 | | — | | — | |

| Georgia | 50 | | 34 | | 27 | | — | | — | |

| Hawaii | 6 | | — | | — | | — | | — | |

| Idaho | 7 | | 2 | | 2 | | — | | 1 | |

| Illinois | 51 | | 45 | | 31 | | — | | 3 | |

| Indiana | 23 | | 14 | | 8 | | — | | — | |

| Iowa | 11 | | 7 | | 5 | | — | | — | |

| Kansas | 9 | | 6 | | 7 | | — | | — | |

| Kentucky | 16 | | 5 | | 5 | | — | | — | |

| Louisiana | 15 | | 12 | | 8 | | — | | — | |

| Maine | 9 | | 3 | | 3 | | — | | — | |

| Maryland | 25 | | 29 | | 20 | | 2 | | — | |

| Massachusetts | 52 | | 57 | | 37 | | 4 | | 2 | |

| Michigan | 41 | | 27 | | 19 | | — | | 3 | |

| Minnesota | 17 | | 16 | | 12 | | — | | 2 | |

| Mississippi | 10 | | 5 | | 4 | | — | | — | |

| Missouri | 19 | | 17 | | 10 | | — | | — | |

| Montana | 6 | | — | | 1 | | — | | — | |

| Nebraska | 5 | | 4 | | 4 | | — | | 1 | |

| Nevada | 9 | | 11 | | 7 | | — | | 1 | |

| New Hampshire | 16 | | 10 | | 10 | | — | | 1 | |

| New Jersey | 40 | | 51 | | 42 | | 4 | | 2 | |

| New Mexico | 5 | | 4 | | 2 | | — | | — | |

| New York | 80 | | 83 | | 49 | | 3 | | 2 | |

| North Carolina | 37 | | 27 | | 18 | | — | | — | |

| | | | | | | |

| | | Memphis, Tennessee | | | 800,000 s.f.—leased | |

| | | | | |

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

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 173,000 square feet.

The approximate number of common shareholders of record at February [removed: 3, 2018] [added: 2, 2019] was [removed: 2,260.][added: 2,196.]

[removed: Information] [added: Information] on Share [removed: Repurchases][added: Repurchases]

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2018] [added: 2019] and the average price paid per share are as follows:

| | [removed: |] Total Number of Shares Repurchased(1) | [removed: |] Average Price Paid Per Share(2) | [removed: | | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(3) | | |] [added: Programs(1)] | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or [removed: Programs(4) | |] [added: Programs(3)] |

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

| [removed: (4)] [added: (3)] | In February 2018, [added: TJX announced a stock repurchase program authorizing an additional $3.0 billion in repurchases, from time to time, under which approximately $1.7 billion remained available as of February 2, 2019. In February 2019,] the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional [removed: $3.0] [added: $1.5] billion of TJX common stock from time to time. [removed: 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.] |

During fiscal 2019, we completed a two-for-one stock split in the form of a stock dividend, paid on November 6, 2018 to the shareholders of record at the close of business on October 30, 2018.

All historical share and per share information, as well as basic and diluted earnings per share amounts, have been retroactively adjusted to reflect the two-for-one stock split.

| | | | | |

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

| | | | | |

| November 4, 2018 through December 1, 2018 | 2,629,102 | $51.35 | 2,629,102 | $2,400,789,659 |

| December 2, 2018 through January 5, 2019 | 3,594,376 | $45.91 | 3,594,376 | $2,235,789,672 |

| January 6, 2019 through February 2, 2019 | 11,544,855 | $48.07 | 11,544,855 | $3,180,789,706 |

| Total: | 17,768,333 | | 17,768,333 | |

| | |

| | |

| | |

Price Range of Common Stock

The quarterly high and low sale prices for our common stock for fiscal 2018 and fiscal 2017 are as follows:

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

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

| | | Fiscal 2018 | | | | | | | | Fiscal 2017 | | | | | | |

| Quarter | | High | | | | Low | | | | High | | | | Low | | |

| First | | $ | 79.97 | | | $ | 73.25 | | | $ | 79.20 | | | $ | 66.82 | |

| Second | | $ | 80.92 | | | $ | 66.66 | | | $ | 81.88 | | | $ | 72.43 | |

| Third | | $ | 74.38 | | | $ | 68.89 | | | $ | 83.64 | | | $ | 72.51 | |

| Fourth | | $ | 81.46 | | | $ | 66.44 | | | $ | 79.79 | | | $ | 71.50 | |

Our Board of Directors declared four quarterly dividends of $0.3125 per share for fiscal 2018 and $0.26 per share for fiscal 2017.

While our dividend policy is subject to periodic review by our Board of Directors, we are currently planning to pay a $0.39 per share quarterly dividend in fiscal 2019, subject to declaration and approval by our Board of Directors, and currently intend to continue to pay comparable dividends in the future.

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

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

| 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. |

| --- | --- |

| | [removed: |] Fiscal Year Ended | | | | | | | | | | | | | | | [removed: | | | |]

| [removed: Dollars] [added: Amounts] in millions, except per share amounts | [added: February 2, 2019(1)] | [removed: February 3, 2018(1)] | | [added: February 3, 2018(2)] | | [added: |] January 28, [removed: 2017(2) |] [added: 2017(1)] | | | January 30, 2016 | | | [removed: |] January 31, 2015 | | | [removed: | February 1, 2014 | | |]

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

| Income statement and per share data: | | | | | | | | | | | | | | | | [removed: | | | | |]

| Net sales | [added: $] | [removed: $] [added: 38,973] | [removed: 35,865] | [added: $] | [added: 35,865] | [added: |] $ | 33,184 | | [removed: |] $ | 30,945 | | [removed: |] $ | 29,078 | | [removed: | $ | 27,423 | |]

| [removed: Income from continuing operations] [added: Net income] | [added: $] | [removed: $] [added: 3,060] | [removed: 2,608] | [added: $] | [added: 2,608] | [added: |] $ | 2,298 | | [removed: |] $ | 2,278 | | [removed: |] $ | 2,215 | | [removed: | $ | 2,137 | |]

| Balance sheet data: | | | | | | | | | | | | | | | | [removed: | | | | |]

| Cash and cash equivalents | [added: $] | [removed: $] [added: 3,030] | [removed: 2,758] | [added: $] | [added: 2,758] | [added: |] $ | 2,930 | | [removed: |] $ | 2,095 | | [removed: |] $ | 2,494 | | [removed: | $ | 2,150 | |]

| Working capital | [added: $] | [removed: $] [added: 2,938] | [removed: 3,360] | [added: $] | [added: 3,360] | [added: |] $ | 2,993 | | [removed: |] $ | 2,370 | | [removed: |] $ | 2,648 | | [removed: | $ | 2,449 | |]

| Total [removed: assets(3)] [added: assets] | [added: $] | [removed: $] [added: 14,326] | [removed: 14,058] | [added: $] | [added: 14,058] | [added: |] $ | 12,884 | | [removed: |] $ | 11,490 | | [removed: |] $ | 10,978 | | [removed: | $ | 10,091 | |]

| Capital expenditures | [added: $] | [removed: $] [added: 1,125] | [removed: 1,058] | [added: $] | [added: 1,058] | [added: |] $ | 1,025 | | [removed: |] $ | 889 | | [removed: |] $ | 912 | | [removed: | $ | 947 | |]

| Long-term obligations(4) | [added: $] | [removed: $] [added: 2,234] | [removed: 2,231] | [added: $] | [added: 2,231] | [added: |] $ | 2,228 | | [removed: |] $ | 1,615 | | [removed: |] $ | 1,613 | | [removed: | $ | 1,267 | |]

| Shareholders’ equity | [added: $] | [removed: $] [added: 5,049] | [removed: 5,148] | [added: $] | [added: 5,148] | [added: |] $ | 4,511 | | [removed: |] $ | 4,307 | | [removed: |] $ | 4,264 | | [removed: | $ | 4,230 | |]

| Other financial data: | | | | | | | | | | | | | | | | [removed: | | | | |]

| After-tax return on average shareholders’ equity | [removed: | | 54.0] [added: 60.1] | [removed: %] | [added: %] | [added: 54.0] | [removed: 52.1] | % | [removed: |] [added: 52.1] | [removed: 53.1] | % | [removed: |] [added: 53.1] | [removed: 52.2] | % | [removed: |] [added: 52.2] | [removed: 54.1] | % |

| Total debt as a percentage of total capitalization(5) | [removed: | | 30.2] [added: 30.7] | [removed: %] | [added: %] | [added: 30.2] | [removed: 33.1] | % | [removed: |] [added: 33.1] | [removed: 27.3] | % | [removed: |] [added: 27.3] | [removed: 27.4] | % | [removed: |] [added: 27.4] | [removed: 23.1] | % |

| Stores in [removed: operation:] [added: operation] | [added: 4,306] | | [removed: 4,070] | [added: 4,070] | | | 3,812 | | | [removed: |] 3,614 | | | [removed: |] 3,395 | | | [removed: | 3,219 | |]

| Selling square footage (in [removed: thousands):] [added: thousands)] | [added: 91,075] | | [removed: 87,548] | [added: 87,548] | | | 83,798 | | | [removed: |] 80,480 | | | [removed: |] 76,537 | | | [removed: | 73,209 | |]

| [removed: (1)] [added: (2)] | 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.” |

| [removed: (2)] [added: (1)] | Fiscal [added: 2019 and Fiscal] 2017 [added: include a pension settlement charge and Fiscal 2017] includes a loss on early extinguishment of [removed: debt and a pension settlement charge.] [added: debt.] |

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

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

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

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

| Weighted average common shares for diluted earnings per share calculation (in thousands) (3) | 1,259,252 | | | 1,292,209 | | | 1,328,864 | | | 1,366,502 | | | 1,407,090 | | |

| Diluted earnings per share(3) | $ | 2.43 | | $ | 2.02 | | $ | 1.73 | | $ | 1.67 | | $ | 1.57 | |

| Cash dividends declared per share(3) | $ | 0.78 | | $ | 0.625 | | $ | 0.52 | | $ | 0.42 | | $ | 0.35 | |

| | |

| | |

| | |

| (3) | Fiscal 2018 and prior periods have been restated to reflect the two-for-one stock split completed in November 2018. |

| | |

| (4) | Defined as long-term debt, exclusive of current installments. |

| | |

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

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

| Weighted average common shares for diluted earnings per share calculation (in thousands) | | | 646,105 | | | | 664,432 | | | | 683,251 | | | | 703,545 | | | | 726,376 | |

| Diluted earnings per share from continuing operations | | $ | 4.04 | | | $ | 3.46 | | | $ | 3.33 | | | $ | 3.15 | | | $ | 2.94 | |

| Cash dividends declared per share | | $ | 1.25 | | | $ | 1.04 | | | $ | 0.84 | | | $ | 0.70 | | | $ | 0.58 | |

| (3) | Amounts adjusted to reflect the reclassification of debt issuance cost in accordance with ASU 2015-03. We reclassified $9 million, $11 million and $7 million of debt issuance cost from other assets to long-term obligations at January 30, 2016, January 31, 2015 and February 1, 2014, respectively. See Note A- Basis of Presentation and Summary of Accounting Policies of Notes to Consolidated Financial Statements for additional information. |

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

The information required by this item may be found on pages F-1 through [removed: F-36] [added: F-38] 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.

(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

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 2019 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 2, 2019 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 2, 2019.

(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 2, 2019, 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 February [removed: 3, 2018] [added: 2, 2019] (Proxy Statement).

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

| [removed: Sales] [added: Sales] Return [removed: Reserve: | | | |] [added: Reserve:] | | | | | | | | | | | | |

| Fiscal Year Ended February 3, [removed: 2018 | | $ | 43,236 |] [added: 2018(2)] | [added: $] | [removed: $] [added: 43,236] | [removed: 1,539,854] | [added: $] | [added: 2,073,146] | [removed: $] | [removed: 1,537,945] [added: $] | [added: 2,071,237] | | [removed: $] [added: $] | [removed: 45,145] [added: 45,145] | |

| Fiscal Year Ended January 28, [removed: 2017 |] [added: 2017(2)] | $ | 41,723 | | [removed: |] $ | [removed: 1,483,146 |] [added: 1,926,489] | | $ | [removed: 1,481,633 |] [added: 1,924,976] | | $ | 43,236 | |

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

| Exhibit No. | [removed: |] Description [removed: of] [added: | Form |] Exhibit [added: No.] | [added: Filing Date |]

| 3(ii).1 | [removed: | By-laws] [added: [By-laws] of TJX, as [removed: amended, [incorporated herein by reference to Exhibit 3.1 to the Form] [added: amended](http://www.sec.gov/Archives/edgar/data/109198/000119312518031707/d527262dex31.htm) |] 8-K [removed: filed on February 5, 2018](http://www.sec.gov/Archives/edgar/data/109198/000119312518031707/d527262dex31.htm).] | [added: 3.1 | 2/5/2018 |]

| [removed: 4.1 |] [added: 4.01] | [removed: Indenture] [added: [Indenture] between TJX and U.S. Bank National Association dated as of April 2, [removed: 2009, [incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-3 filed on April 2, 2009] [added: 2009](http://www.sec.gov/Archives/edgar/data/109198/000095013509002476/b74862s3exv4w1.htm)] (File [removed: 333-158360)](http://www.sec.gov/Archives/edgar/data/109198/000095013509002476/b74862s3exv4w1.htm).] [added: No. 333-158360)] | [added: S-3 | 4.1 | 4/2/2009 |]

| [removed: 4.2 |] [added: 4.02] | [removed: Third] [added: [Third] Supplemental Indenture dated as of May 2, 2013 by and between [removed: The] TJX [removed: Companies, Inc.] and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto, [incorporated herein by reference to Exhibit 4.2 to the Form] [added: thereto](http://www.sec.gov/Archives/edgar/data/109198/000119312513194885/d529436dex42.htm) |] 8-K [removed: filed on May 2, 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513194885/d529436dex42.htm).] | [added: 4.2 | 5/2/2013 |]

| [removed: 4.3 |] [added: 4.03] | [removed: Fourth] [added: [Fourth] Supplemental Indenture dated as of June 5, 2014 by and between [removed: The] TJX [removed: Companies, Inc.] and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto, [incorporated herein by reference to Exhibit 4.2 to the Form] [added: thereto](http://www.sec.gov/Archives/edgar/data/109198/000119312514226574/d736176dex42.htm) |] 8-K [removed: filed on June 5, 2014](http://www.sec.gov/Archives/edgar/data/109198/000119312514226574/d736176dex42.htm).] | [added: 4.2 | 6/5/2014 |]

| [removed: 4.4 |] [added: 4.04] | [removed: Indenture] [added: [Indenture] between [removed: The] TJX [removed: Companies, Inc.] and U.S. Bank National Association dated September 12, [removed: 2016, [incorporated herein by reference to Exhibit 4.1 to the Form] [added: 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex41.htm) |] 8-K [removed: filed on September 12, 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex41.htm).] | [added: 4.1 | 9/12/2016 |]

| [removed: 4.5 |] [added: 4.05] | [removed: First] [added: [First] Supplemental Indenture dated as of September 12, 2016 by and between [removed: The] TJX [removed: Companies, Inc.] and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto, [incorporated herein by reference to Exhibit 4.2 to the Form] [added: thereto](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex42.htm) |] 8-K [removed: filed on September 12, 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex42.htm).] | [added: 4.2 | 9/12/2016 |]

| [removed: 10.3 |] [added: 10.06] | [removed: The] [added: [The] Employment Agreement dated March 10, 2017 between and among Michael MacMillan, Winners Merchants International LP and [removed: TJX, [incorporated herein by reference to Exhibit 10.4 to the Form] [added: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex104.htm) |] 10-K [removed: filed for the fiscal year ended January 28, 2017](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex104.htm). The Letter Agreement dated January 16, 2018 between Michael MacMillan and TJX, [filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex103.htm).*] | [added: 10.4 | 3/28/2017 |]

| [removed: 10.4 |] [added: 10.08] | [The Employment Agreement dated February 2, 2018 between Richard Sherr and [removed: TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex104.htm)] [added: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex104.htm)] | [added: 10-K | 10.4 | 4/4/2018 |]

| [removed: 10.5 |] [added: 10.11] | [The Employment Agreement dated February 2, 2018 between Scott Goldenberg and [removed: TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex105.htm)] [added: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex105.htm)] | [added: 10-K | 10.5 | 4/4/2018 |]

| [removed: 10.6 |] [added: 10.14] | [The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and [removed: TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm)] [added: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm)] | [added: 10-K | 10.6 | 4/4/2018 |]

| [removed: 10.7 |] [added: 10.17] | [The Employment Agreement dated January 16, 2018 between Douglas Mizzi and [removed: TJX, filed herewith.*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm)] [added: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm)] | [added: 10-K | 10.7 | 4/4/2018 |]

| [removed: 10.8 |] [added: 10.22] | [removed: The Stock Incentive Plan (2013 Restatement), [incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended May 4, 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, 2016, [incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended July 30, 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex101.htm). The] [added: [The] Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, [removed: 2017, [incorporated by reference to Exhibit 10.8 to the Form] [added: 2017*](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex108.htm) |] 10-K [removed: filed for the fiscal year ended January 28, 2017](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex108.htm).*] | [added: 10.8 | 3/28/2017 |]

| [removed: 10.10 |] [added: 10.27] | [removed: The] [added: [The] Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as [removed: amended and restated through June 1, 2004, [incorporated herein by reference to Exhibit 10.2 to the Form] [added: of September 9, 2010*](http://www.sec.gov/Archives/edgar/data/109198/000095012310108499/b82678exv10w2.htm) |] 10-Q [removed: filed for the quarter ended July 31, 2004.](http://www.sec.gov/Archives/edgar/data/109198/000095013504004414/b51737txexv10w2.txt)*] | [added: 10.2 | 11/24/2010 |]

| [removed: 10.11 |] [added: 10.26] | [removed: The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2009, [incorporated herein by reference to Exhibit 12.1 to the Form 10-Q filed for the quarter ended October 31, 2009](http://www.sec.gov/Archives/edgar/data/109198/000095012309067237/b77180exv12w1.htm). The] [added: [The] Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, [removed: 2009, [incorporated herein by reference to Exhibit 12.2 to the Form] [added: 2009*](http://www.sec.gov/Archives/edgar/data/109198/000095012309067237/b77180exv12w2.htm) |] 10-Q [removed: filed for the quarter ended October 31, 2009.](http://www.sec.gov/Archives/edgar/data/109198/000095012309067237/b77180exv12w2.htm)*] | [added: 12.2 | 12/1/2009 |]

| [removed: 10.12 |] [added: 10.28] | [removed: The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 9, 2010, [incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 30, 2010](http://www.sec.gov/Archives/edgar/data/109198/000095012310108499/b82678exv10w2.htm). The] [added: [The] Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 9, [removed: 2010, [incorporated herein by reference to Exhibit 10.19 to the Form] [added: 2010*](http://www.sec.gov/Archives/edgar/data/109198/000119312512134536/d276277dex1019.htm) |] 10-K [removed: filed for the fiscal year ended January 28, 2012.](http://www.sec.gov/Archives/edgar/data/109198/000119312512134536/d276277dex1019.htm)*] | [added: 10.19 | 3/27/2012 |]

| [removed: 10.13 |] [added: 10.30] | [removed: The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012, [incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 27, 2012](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex101.htm). The] [added: [The] Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, [removed: 2012, [incorporated herein by reference to Exhibit 10.2 to the Form] [added: 2012*](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex102.htm) |] 10-Q [removed: filed for the quarter ended October 27, 2012.](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex102.htm)*] | [added: 10.2 | 11/29/2012 |]

| [removed: 10.14 |] [added: 10.32] | [removed: The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013, [incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended November 2, 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex101.htm). The] [added: [The] Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, [removed: 2013, [incorporated herein by reference to Exhibit 10.2 to the Form] [added: 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex102.htm) |] 10-Q [removed: filed for the quarter ended November 2, 2013](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex102.htm).*] | [added: 10.2 | 12/3/2013 |]

| [removed: 10.15 |] [added: 10.34] | [removed: The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014, [incorporated herein by reference to Exhibit 10.4 to the Form 10-Q filed for the quarter ended November 1, 2014](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex104.htm). The] [added: [The] Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, [removed: 2014, [incorporated herein by reference to Exhibit 10.5 to the Form] [added: 2014*](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex105.htm) |] 10-Q [removed: filed for the quarter ended November 1, 2014](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex105.htm).*] | [added: 10.5 | 12/2/2014 |]

| [removed: 10.16 |] [added: 10.36] | [removed: The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015, [incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 31, 2015](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex101.htm). The] [added: [The] Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, [removed: 2015, [incorporated herein by reference to Exhibit 10.2 to the Form] [added: 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm) |] 10-Q [removed: filed for the quarter ended October 31, 2015.](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm)*] | [added: 10.2 | 12/1/2015 |]

| [removed: 10.18 |] [added: 10.38] | [removed: The] [added: [The] Form of Performance-Based Deferred Stock [removed: Award] [added: award] granted under the Stock Incentive Plan as of April [removed: 2, 2013, [incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended May] 4, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/109198/000119312513243027/d529343dex102.htm)*] [added: 2017*](http://www.sec.gov/Archives/edgar/data/109198/000119312517184984/d392325dex101.htm)] | [added: 10-Q | 10.1 | 5/26/2017 |]

| [removed: 10.19 |] [added: 10.37] | [removed: The] [added: [The] Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of March 29, [removed: 2016, [incorporated herein by reference to Exhibit 10.1 to the Form] [added: 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516605931/d159759dex101.htm) |] 10-Q [removed: filed for the quarter ended April 30, 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516605931/d159759dex101.htm)*] | [added: 10.1 | 5/27/2016 |]

| [removed: 10.20 |] [added: 10.43] | [removed: The] [added: [The] Form of [removed: Performance-Based] Deferred Stock [removed: award] [added: Award for Directors] granted under the Stock Incentive [removed: 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)*] [added: Plan*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm)] | [added: 10-K | 10.20 | 3/31/2015 |]

| [removed: 10.21 |] [added: 10.39] | [removed: The] [added: [The] Performance-Based Restricted Stock Award granted under the Stock Incentive Plan on January 29, 2016 to Carol [removed: Meyrowitz, [incorporated herein by reference to Exhibit 10.18 to the Form] [added: Meyrowitz*](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1018.htm) |] 10-K [removed: filed for the fiscal year ended January 30, 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1018.htm)*] | [added: 10.18 | 3/29/2016 |]

| [removed: 10.22 |] [added: 10.40] | [removed: The] [added: [The] Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie [removed: Herrman, [incorporated herein by reference to Exhibit 10.19 to the Form] [added: Herrman*](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1019.htm) |] 10-K [removed: filed for the fiscal year ended January 30, 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1019.htm)*] | [added: 10.19 | 3/29/2016 |]

| [removed: 10.23 |] [added: 10.44] | [removed: The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan, [incorporated herein by reference to Exhibit 10.20 to the Form 10-K filed for the fiscal year ended January 31, 2015](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm). The] [added: [The] Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, [removed: 2016, [incorporated herein by reference to Exhibit 10.2 to the Form] [added: 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm) |] 10-Q [removed: filed for the quarter ended July 30, 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm)*] | [added: 10.2 | 8/26/2016 |]

| [removed: 10.24 |] [added: 10.45] | [Description of Director Compensation Arrangements, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex1024.htm)*] [added: herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1045.htm)] | [added: | | |]

| [removed: 10.25 |] [added: 10.46] | [removed: The] [added: [The] Management Incentive Plan and Long Range Performance Incentive Plan (2013 [removed: Restatement), [incorporated herein by reference to Exhibit 10.22 to the Form] [added: Restatement)*](http://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1022.htm) |] 10-K [removed: filed for the fiscal year ended February 2, 2013.](http://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1022.htm)*] | [added: 10.22 | 4/2/2013 |]

| [removed: 10.26 |] [added: 10.47] | [removed: The] [added: [The] General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, [removed: 1999, [incorporated herein by reference to Exhibit 10.9 to the Form 10-K for the fiscal year ended January 30, 1999](http://www.sec.gov/Archives/edgar/data/109198/0000950135-99-002215.txt). The Second Amendment to the GDCP, effective January 1, 2000, [incorporated herein by reference to Exhibit 10.10 to the Form 10-K filed for the fiscal year ended January 29, 2000](http://www.sec.gov/Archives/edgar/data/109198/000095013500002394/0000950135-00-002394.txt). The Third and Fourth Amendments to the GDCP, [incorporated herein by reference to Exhibit 10.17 to the Form 10-K for the fiscal year ended January 28, 2006](http://www.sec.gov/Archives/edgar/data/109198/000095013506001903/b58738tjexv10w17.txt). The Fifth Amendment to the GDCP, effective January 1, 2008, [incorporated herein by reference to Exhibit 10.17 to the Form] [added: 1999*](http://www.sec.gov/Archives/edgar/data/109198/0000950135-99-002215.txt) |] 10-K [removed: filed for the fiscal year ended January 31, 2009](http://www.sec.gov/Archives/edgar/data/109198/000095013509002399/b73492tjexv10w17.htm).*] | [added: 10.9 | 4/29/1999 |]

| [removed: 10.27 |] [added: 10.51] | [removed: The] [added: [The] Supplemental Executive Retirement Plan (2015 [removed: Restatement), [incorporated herein by reference to Exhibit 10.3 to the Form] [added: Restatement)*](http://www.sec.gov/Archives/edgar/data/109198/000119312515206466/d928268dex103.htm) |] 10-Q [removed: filed for the quarter ended May 2, 2015.](http://www.sec.gov/Archives/edgar/data/109198/000119312515206466/d928268dex103.htm)*] | [added: 10.3 | 5/29/2015 |]

| [removed: 10.28 |] [added: 10.52] | [removed: The] [added: [The] Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) (the [removed: ESP), [incorporated herein by reference to Exhibit 10.25 to the Form] [added: ESP)*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1025.htm) |] 10-K [removed: filed for the fiscal year ended January 31, 2015](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1025.htm). The First Amendment to the ESP, dated December 30, 2015, [incorporated herein by reference to Exhibit] [added: |] 10.25 [removed: to the Form 10-K filed for the fiscal year ended January 30, 2016.](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1025.htm)*] | [added: 3/31/2015 |]

| [removed: 10.30 |] [added: 10.54] | The Form of TJX Indemnification Agreement for its executive officers and [removed: directors, incorporated herein by reference to Exhibit 10(r) to the Form] [added: directors*(p) |] 10-K [removed: filed for the fiscal year ended January 27, 1990.*(p)] | [added: 10(r) | 4/27/1990 |]

| [removed: 10.31 |] [added: 10.55] | The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust [removed: Company, incorporated herein by reference to Exhibit 10(y) to the Form] [added: Company*(p) |] 10-K [removed: filed for the fiscal year ended January 30, 1988.*(p)] | [added: 10(y) | 4/28/1988 |]

| [removed: 10.32 |] [added: 10.56] | The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, [removed: N.A.), incorporated herein by reference to Exhibit 10(z) to the Form] [added: N.A.)*(p) |] 10-K [removed: filed for the fiscal year ended January 30, 1988.*(p)] | [added: 10(z) | 4/28/1988 |]

| [removed: 10.33 |] [added: 10.57] | [removed: The] [added: [The] Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust [removed: Company, [incorporated herein by reference to Exhibit 10.5 to the Form] [added: Company*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex105.htm) |] 10-Q [removed: filed for the quarter ended October 31, 2015.](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex105.htm)*] | [added: 10.5 | 10/31/2015 |]

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

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

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

| Fiscal Year Ended February 2, 2019(1) | $ | 103,243 | | $ | 4,861,960 | | $ | 4,861,703 | | $ | 103,500 | |

| | |

| (1) | Upon adoption of Revenue Recognition (Topic 606) in the first quarter of fiscal 2019, the sales return reserve balance now reflects the gross sales amount whereas prior years' reflect the sales net of estimated value of merchandise to be returned. |

| | |

| (2) | During fiscal 2019, the Company identified that while the net sales return reserve balances recorded on our balance sheets and in this schedule for fiscal 2018 and 2017 were properly stated, the amounts disclosed as “Amounts Charged to Net Income” and “Write Offs Against Reserve” were understated by $0.5 billion and $0.4 billion in fiscal 2018 and fiscal 2017, respectively. The Company concluded these errors are not material to prior periods, however, the amounts disclosed in the above schedule have been revised to reflect the correct activity. |

| | | | | |

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

| | | | | |

| | | Incorporate by Reference | | |

| 3(i).1 | [Fifth Restated Certificate of Incorporation, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-20190202exhibit3i1.htm) | | | |

| 10.01 | [The Executive Severance Plan effective September 27, 2018*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex102.htm) | 10-Q | 10.2 | 12/4/2018 |

| 10.02 | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Carol Meyrowitz and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex103.htm) | 10-Q | 10.3 | 12/4/2018 |

| 10.03 | [The Employment Agreement dated February 1, 2019 between Carol Meyrowitz and TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1003.htm) | | | |

| 10.04 | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex104.htm) | 10-Q | 10.4 | 12/4/2018 |

| 10.05 | [The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1005.htm) | | | |

| 10.07 | [The Letter Agreement dated January 16, 2018 between Michael MacMillan and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex103.htm) | 10-K | 10.3 | 4/4/2018 |

| | | | | |

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

| | | | | |

| | | Incorporate by Reference | | |

| Exhibit No. | Description | Form | Exhibit No. | Filing Date |

| 10.09 | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Richard Sherr and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex106.htm) | 10-Q | 10.6 | 12/4/2018 |

| 10.10 | [The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, 2019, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1010.htm) | | | |

| 10.12 | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Scott Goldenberg and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex105.htm) | 10-Q | 10.5 | 12/4/2018 |

| 10.13 | [The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, 2019, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1013.htm) | | | |

| 10.15 | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Kenneth Canestrari and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex107.htm) | 10-Q | 10.7 | 12/4/2018 |

| 10.16 | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, 2019, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm) | | | |

| 10.18 | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Douglas Mizzi and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex108.htm) | 10-Q | 10.8 | 12/4/2018 |

| 10.19 | [The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 13, 2019, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1019.htm) | | | |

| 10.20 | [The Stock Incentive Plan (2013 Restatement)*](http://www.sec.gov/Archives/edgar/data/109198/000119312513243027/d529343dex101.htm) | 10-Q | 10.1 | 5/31/2013 |

| 10.21 | [The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex101.htm) | 10-Q | 10.1 | 8/26/2016 |

| 10.23 | [The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, 2018, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1023.htm) | | | |

| 10.24 | [The Stock Incentive Plan Rules for U.K. Employees, effective as of September 17, 2018*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex101.htm) | 10-Q | 10.1 | 12/4/2018 |

| 10.25 | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2009*](http://www.sec.gov/Archives/edgar/data/109198/000095012309067237/b77180exv12w1.htm) | 10-Q | 12.1 | 12/1/2009 |

| 10.29 | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012*](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex101.htm) | 10-Q | 10.1 | 11/29/2012 |

| 10.31 | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex101.htm) | 10-Q | 10.1 | 12/3/2013 |

| 10.33 | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014*](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex104.htm) | 10-Q | 10.4 | 12/2/2014 |

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

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

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

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

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

| Fiscal Year Ended January 28, 2017 | | $ | 19,686 | | | $ | 87,110 | | | $ | 75,986 | | | $ | 30,810 | |

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

| | | |

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

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

| 10.1 | | The Amended and Restated Employment Agreement dated January 29, 2016 between Carol Meyrowitz and TJX, [incorporated herein by reference to Exhibit 10.1 to the Form 10-K filed for the fiscal year ended January 30, 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 TJX, [incorporated herein by reference to Exhibit 10.2 to the Form 10-K filed for the fiscal year ended January 30, 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex102.htm).* |

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

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

| 10.29 | | The Canadian Executive Savings Plan (effective November 1, 1999) of Winners Merchants International, LP (successor to Winners Apparel Ltd.), [incorporated herein by reference to Exhibit 10.26 to the Form 10-K filed for the fiscal year ended February 2, 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: SIGNATURES][added: SIGNATURES]

| Dated: [removed: April 4, 2018] | [added: April 3, 2019] | | | | | Scott Goldenberg, Chief Financial Officer |

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

| [removed: ZEIN ABDALLA*] Zein Abdalla, Director | | [removed: AMY B. LANE*] Amy B. Lane, Director |

| [removed: JOSE B. ALVAREZ* José B. Alvarez,] [added: Alan M. Bennett,] Director | | [removed: CAROL MEYROWITZ*] Carol Meyrowitz, Executive Chairman of the Board of Directors |

| [removed: ALAN M. BENNETT* Alan M. Bennett,] [added: Rosemary T. Berkery,] Director | | [removed: JACKWYN L. NEMEROV*] Jackwyn L. Nemerov, Director |

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

| [removed: MICHAEL F. HINES*] Michael F. Hines, Director | | [removed: WILLOW B. SHIRE*] Willow B. Shire, Director |

| | | *BY | [removed: |] /s/ SCOTT GOLDENBERG |

| Dated: [removed: April 4, 2018] | [removed: |] [added: April 3, 2019] | | Scott Goldenberg, as attorney-in-fact |

[removed: The] [added: The] TJX Companies, [removed: Inc.][added: Inc.]

For Fiscal Years Ended February [added: 2, 2019, February] 3, [removed: 2018, January 28, 2017] [added: 2018] and January [removed: 30, 2016.][added: 28, 2017.]

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

| [removed: Consolidated] [added: Consolidated] Financial [removed: Statements: | | |] [added: Statements:] | |

| [removed: [Consolidated Balance Sheets as of] [added: |] February [added: 2, 2019 | | | February] 3, 2018 [removed: and January 28, 2017](#fin518812_4)] | | | [removed: F-6] [added: January 28, 2017] | | [added: |]

| [Notes to Consolidated Financial [removed: Statements](#fin518812_7) | | | F-9] [added: Statements](#sBB4C27C5725C592792849DF07B3C0A23)] | [added: [F-9](#sBB4C27C5725C592792849DF07B3C0A23)] |

| [removed: Financial] [added: Financial] Statement [removed: Schedules: | | |] [added: Schedules:] | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#fin518812_8) | | | 45] [added: Accounts](#sC0BD58172C4A5A48A125BAF2646C5012)] | [added: [41](#sC0BD58172C4A5A48A125BAF2646C5012)] |

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#sC257DA549CCE5C45A41773254FA3B12B) | [F-2](#sC257DA549CCE5C45A41773254FA3B12B) |]

[removed: _Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting_][added: Reporting]

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of February [removed: 3, 2018] [added: 2, 2019] and [removed: January 28, 2017,] [added: February 3, 2018,] 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 [removed: 3, 2018,] [added: 2, 2019,] including the related notes and [removed: financial statement] schedule [removed: listed] [added: of valuation and qualifying accounts for each of the three years] in the [removed: accompanying index listed within] [added: period ended February 2, 2019 appearing under] 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 [removed: 3, 2018,] [added: 2, 2019,] based on criteria established in [removed: _Internal] [added: Internal] Control - Integrated [removed: Framework_] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February [removed: 3, 2018] [added: 2, 2019] and [removed: January 28, 2017,] [added: February 3, 2018,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended February [removed: 3, 2018] [added: 2, 2019] 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 February [removed: 3, 2018,] [added: 2, 2019,] based on criteria established in [removed: _Internal] [added: Internal] Control - Integrated [removed: Framework_] [added: Framework] (2013) issued by the COSO.

[removed: _Basis] [added: Basis] for [removed: Opinions_][added: Opinions]

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: (“PCAOB”)] [added: (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.

[removed: _Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting_][added: Reporting]

[added: 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.

| | [removed: |] Fiscal Year Ended | | | | | | | | | [removed: | |]

| Amounts in thousands except per share amounts | [removed: | February 3, 2018 | |] [added: February 2 2019] | | [removed: January 28, 2017] | [added: February 3 2018] | | | January [removed: 30, 2016] [added: 28 2017] | | |

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

| Net sales | [removed: | $ | 35,864,664] [added: $] | [added: 38,972,934] | | $ | [removed: 33,183,744 |] [added: 35,864,664] | | $ | [removed: 30,944,938] [added: 33,183,744] | |

| Cost of sales, including buying and occupancy costs | [added: 27,831,177] | | [removed: 25,502,167] | [added: 25,502,167] | | | 23,565,754 | | | [removed: | 22,034,523 | |]

| Selling, general and administrative expenses | [added: 6,923,564] | | [removed: 6,375,071] | [added: 6,375,071] | | | 5,768,467 | | | [removed: | 5,205,715 | |]

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

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

| Pension settlement charge | [added: 36,122] | | [removed: —] | [added: —] | | | 31,173 | | | [removed: | — | |]

| Interest expense, net | [added: 8,860] | | [removed: 31,588] | [added: 31,588] | | | 43,534 | | | [removed: | 46,400 | |]

| Income before provision for income taxes | [added: 4,173,211] | | [removed: 3,856,588] | [added: 3,856,588] | | | 3,723,043 | | | [removed: | 3,658,300 | |]

| Provision for income taxes | [added: 1,113,413] | | [removed: 1,248,640] | [added: 1,248,640] | | | 1,424,809 | | | [removed: | 1,380,642 | |]

Not applicable.

| | | | | | | |

| /s/ ERNIE HERRMAN | | /s/ SCOTT GOLDENBERG |

| ZEIN ABDALLA* | | AMY B. LANE* |

| ALAN M. BENNETT* | | CAROL MEYROWITZ* |

| ROSEMARY T. BERKERY* | | JACKWYN L. NEMEROV* |

| DAVID T. CHING* | | JOHN F. O’BRIEN* |

| MICHAEL F. HINES* | | WILLOW B. SHIRE* |

| | | | |

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

| | | | |

| | |

| | |

| [Consolidated Statements of Income](#sE4CE6144B4F75BD99C780EFEDF77859F) | [F-4](#sE4CE6144B4F75BD99C780EFEDF77859F) |

| [Consolidated Statements of Comprehensive Income](#s5A17EB22325A503E8204CA4452FE0155) | [F-5](#s5A17EB22325A503E8204CA4452FE0155) |

| [Consolidated Balance Sheets](#s7B4CB408712B5460B75F1B01F3B1805C) | [F-6](#s7B4CB408712B5460B75F1B01F3B1805C) |

| [Consolidated Statements of Cash Flows](#sF0AFF14C7B525087B9671456ABC4AF8D) | [F-7](#sF0AFF14C7B525087B9671456ABC4AF8D) |

| [Consolidated Statements of Shareholders’ Equity](#sF1FD26B6577350E4866A29705BBE8E8F) | [F-8](#sF1FD26B6577350E4866A29705BBE8E8F) |

April 3, 2019

The TJX Companies, Inc.

| | | | | | | | | | |

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

| | | | | | | | | | |

| Net income | $ | 2.47 | | $ | 2.05 | | $ | 1.75 | |

| Weighted average common shares – basic | 1,241,153 | | | 1,273,654 | | | 1,311,294 | | |

| Net income | $ | 2.43 | | $ | 2.02 | | $ | 1.73 | |

| Weighted average common shares – diluted | 1,259,252 | | | 1,292,209 | | | 1,328,864 | | |

The TJX Companies, Inc.

| | | | | | | | | | |

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

| | | | | | | | | | |

| Net income | $ | 3,059,798 | | $ | 2,607,948 | | $ | 2,298,234 | |

| Gain on net investment hedges, net of related tax provision of $7,113 in fiscal 2019 | 19,538 | | | — | | | — | | |

The TJX Companies, Inc.

| | | | | | | |

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

| | | | | | | |

| Amounts in thousands except share amounts | February 2, 2019 | | | February 3, 2018 | | |

| Cash and cash equivalents | $ | 3,030,229 | | $ | 2,758,477 | |

| TOTAL ASSETS | $ | 14,326,029 | | $ | 14,058,015 | |

Not applicable

| | | | | |

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

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

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

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

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

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

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

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

| Net income | | $ | 4.10 | | | $ | 3.51 | | | $ | 3.38 | |

| Weighted average common shares – basic | | | 636,827 | | | | 655,647 | | | | 673,484 | |

| Net income | | $ | 4.04 | | | $ | 3.46 | | | $ | 3.33 | |