TJX Companies (TJX) 10-K risk factor changes: FY2020 vs FY2019

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

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 [added: and from where] we source it.

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 [removed: inventory] [added: inventory,] or we may have insufficient inventory to meet customer demand, either of which could adversely affect our financial performance.

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

[removed: Failure] [added: Failure] to continue to expand our business and operations successfully or to manage our substantial size and scale effectively could adversely affect our financial [removed: results.][added: results.]

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

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 [removed: increases] [added: increase] 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.

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

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 [added: geographies and] may evolve rapidly.

[removed: If] [added: 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 [removed: affected.][added: affected.]

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

[removed: We] [added: We] operate in highly competitive markets, and we may not be able to compete [removed: effectively.][added: effectively.]

[removed: Existing] [added: Additionally, existing] competitors enter or increase their presence in markets in which we [removed: operate] [added: operate, may consolidate with other retailers,] and may expand their merchandise offerings, add new sales channels or change their pricing strategies, all of which affect the competitive [removed: landscape.][added: landscape, which can be volatile.]

[removed: Failure] [added: Failure] to employ quality Associates in appropriate numbers and to retain key Associates and management could adversely affect our [removed: performance.][added: performance.]

We also need to [removed: hire] [added: employ] capable, engaged Associates in large numbers for our stores and distribution centers [removed: and] [added: and, to a lesser extent,] for other areas of our business, including information technology functions.

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

If we do not effectively attract qualified individuals, train them in our business model, support their development and retain them in sufficient numbers and at appropriate levels of the organization, our growth could be [removed: limited] [added: limited,] and our performance could be adversely affected.

[removed: Labor] [added: Labor] costs, including wage, pension and healthcare costs, and other challenges from our large workforce may adversely affect our results and [removed: profitability.][added: profitability.]

In addition, when wage rates or benefit levels increase in a market, increasing our wages or benefits [added: has negatively impacted and] may [added: continue to] negatively impact our [removed: earnings (as they did during the past several fiscal years).][added: earnings.]

Conversely, failing to offer competitive wages or benefits could adversely affect our ability to attract or retain sufficient or quality Associates, causing our customer service or performance to suffer, which could [added: negatively] impact our results.

Many Associates in our distribution centers are members of unions, and therefore we are subject to the risk of labor actions of various [removed: kinds] [added: kinds, including work stoppage,] as well as risks and potential material expenses associated with multiemployer plans, including from pension plan underfunding, benefit cuts, increased contribution [added: or funding] requirements, changes in plan terms, withdrawal liability, increased premium costs, or insolvency of other participating employers or governmental insurance programs.

[removed: Compromises] [added: Compromises] of our data security, disruptions in our information technology systems, or failure to satisfy the information technology needs of our business could result in material loss or liability, materially impact our operating results or materially harm our [removed: reputation.][added: reputation.]

This reliance requires us to accurately anticipate our current and future information technology needs and successfully [removed: develop and] [added: develop,] implement [added: and maintain] appropriate [removed: systems that can provide the right support at the right time.][added: systems.]

Our ongoing operations and successful growth are dependent on [removed: the] doing so, as well as the ongoing integrity, security and consistent operations of these systems, including related back-up systems.

These attempts could include use of malware, ransomware, phishing, social engineering, denial-of-service attacks, exploitation of [removed: software or product] [added: system] vulnerabilities, employee malfeasance, [removed: skimmers] [added: digital] and [removed: shimmers,] [added: physical skimmers, account takeovers,] and other forms of cyber attacks.

Such [removed: damage] [added: damage, disruption] or [removed: interruption] [added: compromise] could materially impair our ability to operate our business or otherwise result in material impacts on our operating results.

[removed: Economic] [added: Economic] conditions, on a global level or in particular markets, may adversely affect our financial [removed: performance.][added: performance.]

Our strategies for managing these financial risks and exposures may not be effective or [removed: sufficient.][added: sufficient or may expose us to risk.]

Economic conditions, both on a global level and in particular markets, including unemployment levels; availability of disposable income and actual and perceived wealth; [removed: energy and] health care costs; costs of oil, gas and other commodities; interest and tax rates and policies; weakness in the housing market; volatility in capital markets; credit availability; inflation and deflation, as well as political or other factors beyond our control such as threats or possibilities of war, terrorism, global or national unrest; actual or threatened [removed: epidemics;] [added: pandemics or epidemics, such as the ongoing COVID-19 pandemic;] geopolitical instability or uncertainty; and regulatory volatility or uncertainty, including in areas such as international trade (for example, the [added: uncertainty related to U.S. trade policy and the implementation of tariff policies, as well as] ongoing discussions and uncertainty related to [removed: Brexit,] [added: negotiations following] the [removed: U.K.’s decision to withdraw] [added: U.K.'s withdrawal in January 2020] from the European [removed: Union)] [added: Union, commonly referred to as “Brexit”)] may also have significant effects on consumer confidence and spending that would, in turn, affect our business or the retail industry generally.

These conditions and factors could adversely affect discretionary consumer spending or shift trends in consumer spending and, although we believe our flexible off-price model helps us [removed: react,] [added: react to such trends,] they may adversely affect our sales, cash [removed: flows] [added: flows, merchandise orders,] and results of operations and performance.

[removed: Damage] [added: Damage] to our corporate reputation or those of our retail banners could adversely affect our sales and operating [removed: results.][added: results.]

The reputation of our company and our retail banners may be damaged in a market or markets in which we do business by adverse events at the corporate level or at our retail banners, or by [removed: a director or an executive] [added: adverse events involving our directors, executives] or other [removed: Associate acting outside of company policies and practices.][added: Associates.]

Similarly, challenges or reactions to action (or inaction), [added: or] perceived action (or inaction), by our company on issues like [added: corporate] social [removed: policies,] [added: responsibility, our response to crises, including the COVID-19 pandemic, responsible sourcing, environmental sustainability, human rights, politics and lobbying,] privacy, merchandising, [removed: compensation, compliance related to social, product, labor] [added: product safety, compensation] and [removed: environmental standards] [added: benefits, labor compliance,] or other sensitive topics, and any perceived lack of transparency about such matters, could harm our reputation, particularly as expectations of companies and of companies’ corporate responsibility obligations may continue to change.

[removed: Quality,] [added: Quality,] safety or other issues with merchandise we [added: buy and] sell could damage our reputation, sales and financial [removed: results.][added: results.]

Various governmental authorities in the jurisdictions where we do business regulate the quality and safety of the merchandise we [added: import, transport and] sell to consumers.

Regulations and standards in this area, including federal regulations related to the U.S. Consumer Product Safety Improvement Act of 2008 and the U.S. Food Safety Modernization Act, state regulations like California’s Proposition 65, and similar legislation in other countries in which we operate, impose restrictions and requirements on the merchandise we [removed: sell in our stores] [added: buy] and [removed: through e-commerce.][added: sell.]

[removed: Failure] [added: Failure] to comply with laws, rules, regulations and orders and applicable accounting principles and interpretations could negatively affect our business operations and financial [removed: performance.][added: performance.]

Complying with applicable laws, rules, regulations, orders and our own internal policies may also require us to spend additional time and resources to implement new procedures and financial and other controls, conduct audits, train Associates and third parties on our compliance methods or take other actions, particularly as we continue to grow globally and enter new [removed: markets] [added: markets, countries] or [removed: countries,] [added: product categories,] any of which could adversely impact our results.

We [removed: must] [added: are] also [added: subject to and must] comply with new and changing laws, rules and regulations, evolving interpretations of existing laws by judicial and regulatory authorities, and reforms in jurisdictions where we do business.

These changes could increase our costs of [removed: compliance or of] doing business and could adversely affect our operating results, including such changes involving:

Our business may be materially and adversely affected by the ongoing COVID-19 pandemic.

In December 2019, COVID-19 emerged and has subsequently spread worldwide.

The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

After close monitoring and taking into consideration the guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, effective March 19, 2020, the Company closed all of its stores for at least two weeks and has temporarily closed its online businesses, its distribution centers and its offices with Associates working remotely where possible.

The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures.

The temporary closure of our stores, online businesses, distribution centers and offices are expected to have an adverse impact on our results of operations, financial position and liquidity.

For example, although our day-to-day operations have been disrupted, we have incurred and may continue to incur labor costs during these closures.

In addition, after some or all of our stores re-open, any significant reduction in our customers’ willingness to shop our stores, the levels of our customers’ spending at our stores or our Associates’ willingness to staff our stores and distribution centers, as a result of health concerns related to COVID-19 or its impact on the economy and consumer discretionary spending may impact our business operations, financial performance and liquidity.

The extent of the impact of COVID-19 on our business is highly uncertain and difficult to predict, as information is rapidly evolving with respect to the duration and severity of the pandemic and the response to contain it.

Costs related to these factors could adversely affect our business operations or financial results.

In certain circumstances, we may bear some responsibility for compliance with applicable product safety laws, labeling requirements and other applicable laws.

Risks related to sourcing merchandise include:

–pandemics and epidemics (including the ongoing COVID-19 pandemic) affecting sourcing, including manufacturing, buying or delivery;

For example, as a result of the ongoing COVID-19 pandemic, we temporarily closed our stores beginning in March 2020.

We also suspended our share repurchase program.

In addition the Company does not intend to declare a dividend for the first quarter of fiscal 2021, and we continue to evaluate our dividend program in the near term.

Changes in the capital and credit markets, including market disruptions, limited liquidity, and interest rate fluctuations may increase the cost of financing or restrict our access to these potential sources of liquidity.

Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating performance and maintaining strong credit ratings.

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These risk include:

The discussion that follows relates to our [removed: 52\-week fiscal year ended February 2, 2019 (fiscal 2019), our 53\-week] [added: 52-week] fiscal year ended February [removed: 3, 2018] [added: 1, 2020] (fiscal [removed: 2018),] [added: 2020)] and our [removed: 52\-week] [added: 52-week] fiscal year ended [removed: January 28, 2017] [added: February 2, 2019] (fiscal [removed: 2017).][added: 2019).]

[removed: OVERVIEW][added: OVERVIEW]

We operate over [removed: 4,300] [added: 4,500] stores [removed: through our] [added: and have] four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, [removed: Marshalls] [added: Marshalls, tjmaxx.com] and [removed: tjmaxx.com)] [added: marshalls.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).

[removed: We also operate Sierra, formerly known as] [added: In addition to our four main segments,] Sierra [removed: Trading Post that] operates sierra.com and retail stores in the U.S. The results of Sierra are [removed: reported] [added: included] in [removed: our] [added: the] Marmaxx segment.

Highlights of our financial performance for fiscal [removed: 2019] [added: 2020] include the following:

[removed: | – | Net sales increased to $39 billion for fiscal 2019, up 9% over fiscal 2018.] At February [removed: 2, 2019,] [added: 1, 2020,] the number of stores in operation increased [removed: 6%] [added: 5%] and selling square footage increased 4% over the end of fiscal [removed: 2018. |][added: 2019.]

[removed: | – | Comp sales increased 6% in fiscal 2019 over an increase of 2% in fiscal 2018 and an increase of 5% in fiscal 2017.] The fiscal [removed: 2019] [added: 2020] increase was driven primarily by an increase in customer traffic at each of our four segments. [removed: |]

[removed: | – | Diluted] [added: –Diluted] earnings per share for fiscal [removed: 2019] [added: 2020] were [removed: $2.43] [added: $2.67] compared to [removed: $2.02] [added: $2.43] per share in fiscal [removed: 2018. |][added: 2019.]

[removed: | – | Our] [added: –Our] fiscal [removed: 2019] [added: 2020] pre-tax margin (the ratio of pre-tax income to net sales) was [removed: 10.7%,] [added: 10.6%,] a 0.1 percentage point decrease compared to [removed: 10.8%] [added: 10.7%] in fiscal [removed: 2018. |][added: 2019.]

[removed: | – | Our] [added: –Our] cost of sales, including buying and occupancy costs, ratio for fiscal [removed: 2019] [added: 2020] was [removed: 71.4%] [added: 71.5%] a [removed: 0.3] [added: 0.1] percentage point increase compared to [removed: 71.1%] [added: 71.4%] in fiscal [removed: 2018. |][added: 2019.]

[removed: | – | Our] [added: –Our] selling, general and administrative (“SG&A”) expense ratio for fiscal [removed: 2019 was 17.8%, which] [added: 2020] was [removed: flat] [added: 17.9%, a 0.1 percentage point increase compared] to [added: 17.8% in] fiscal [removed: 2018. |][added: 2019.]

[removed: | – | Our] [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: 1%] [added: 4%] on [added: both] a reported basis and [removed: increased 3% on] a constant currency basis at the end of fiscal [removed: 2019] [added: 2020] as compared to the prior year. [removed: |]

[removed: | – | During fiscal 2019, we repurchased 51.8 million shares of our common stock for $2.5 billion, on a “trade date basis”. Earnings per share reflect the benefit of our stock repurchase programs.] In February [removed: 2019,] [added: 2020,] our Board of Directors approved a repurchase program that authorizes the repurchase of up to an additional $1.5 billion of TJX common stock. [removed: |]

[removed: Impact] [added: *Impact] of [removed: Brexit][added: Brexit*]

Our TJX Europe management team has evaluated a range of possible outcomes, [removed: sought to identify] [added: identified] areas of [removed: concern] [added: concern,] and implemented strategies to [added: help] mitigate them.

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

[removed: Net Sales][added: Net Sales]

Consolidated net sales for fiscal 2019 totaled [removed: $39] [added: $39.0] billion, a 9% increase over [removed: $35.9 billion in] fiscal 2018.

[removed: Consolidated net] [added: Net] sales for fiscal [removed: 2018] [added: 2020] totaled [removed: $35.9] [added: $41.7] billion, [removed: an 8%] [added: a 7%] increase over [removed: $33.2 billion in] fiscal [removed: 2017.][added: 2019.]

The [removed: increase reflected a 4%] [added: sales] increase [removed: from non-comp sales,] [added: of 7% in fiscal 2020 reflects] a [removed: 2%] [added: 5%] increase from comp [removed: sales,] [added: sales] and a 2% increase from [removed: the impact of the 53rd week in the fiscal 2018 calendar.][added: non-comp sales.]

Foreign currency had a [removed: neutral] [added: 1% negative] impact in fiscal [removed: 2018.][added: 2020.]

[removed: Revenues] [added: Revenues] by [removed: Geography][added: Geography]

The percentages of our consolidated revenues by geography for the last [removed: three] [added: two] fiscal years are as follows:

| | [removed: Fiscal 2019] | | [added: Fiscal 2020] | [added: | |] Fiscal [removed: 2018] [added: 2019] | | | [removed: Fiscal 2017] | | |

| United [removed: States] [added: States:] | | | | | | | | | | [added: | |]

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

| Midwest | [removed: 13] | | [added: 13] | [removed: 12] | [added: %] | [added: 13] | [removed: 12] | [added: %] | | [added: | |]

| South (including Puerto Rico) | [removed: 25] | | [added: 25] | [added: | % |] 25 | | [added: %] | [removed: 25] | | |

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

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

| Canada | [removed: 10] | | [added: 10] | [added: | % |] 10 | | [added: %] | [removed: 10] | | |

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

| Australia | [removed: 1] | | [added: 1] | [added: | % |] 1 | | [added: %] | [removed: *] | | |

| Total | [removed: 100] | [removed: %] | [removed: | 100] [added: 100] | [removed: %] | [added: %] | 100 | [added: |] % | | [added: | |]

[removed: Comparable] [added: Comparable] Store [removed: Sales][added: Sales]

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

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

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

Comp sales increases across all of our segments for fiscal [removed: 2018] [added: 2020] were primarily due to an increase in customer traffic.

In fiscal [removed: 2018,] [added: 2020,] home fashions and apparel both grew, with [added: apparel outperforming] home [removed: fashions performing better than apparel.][added: fashions.]

Discussions of fiscal 2018 items and year-to-year comparisons between fiscal 2019 and fiscal 2018 that are not included in this Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended February 2, 2019.

–Net sales increased to $41.7 billion for fiscal 2020, up 7% over fiscal 2019.

–Comp sales increased 4% in fiscal 2020 over an increase of 6% in fiscal 2019.

–During fiscal 2020, we repurchased 27.1 million shares of our common stock for $1.5 billion, on a “trade date basis”.

Earnings per share reflect the benefit of our stock repurchase programs.

Investment in Familia

On November 18, 2019, the Company, through a wholly owned subsidiary, completed an investment of $225 million, excluding acquisition costs, for a 25% ownership stake in privately held Familia, an established, off-price apparel and home fashions retailer with more than 275 stores throughout Russia.

The Company's investment represents a non-controlling, minority position.

As part of this investment, TJX has the right to appoint and has appointed one member to the Board of Directors of Familia.

This investment is included in Other assets on our Consolidated Balance Sheets and is accounted for under the equity method of accounting from the date of investment forward.

TJX will report its share of Familia’s results on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period.

As a result, there were no reported earnings from TJX's investment in Familia for the fiscal year ended February 1, 2020.

Recent Events and Trends

*COVID-19*

In December 2019, a novel coronavirus (“COVID-19”) emerged and has subsequently spread worldwide.

The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

After close monitoring and taking into consideration the guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, effective March 19, 2020, the Company closed all of its stores for at least two weeks and has temporarily closed its online businesses, its distribution centers and its offices with Associates working remotely where possible.

The Company continues to monitor developments, including government requirements and recommendations at the federal, state and local level to evaluate possible extensions to all or part of such closures.

We expect the cadence of store re-openings to vary by state and locality in the U.S., and by country.

TJX has committed to pay its Associates until the week ending April 4, 2020 during these closures.

The temporary closure of our stores is expected to have an adverse impact on our results of operations, financial position and liquidity.

In addition, we have taken several steps to further strengthen our financial position and balance sheet, and maintain financial liquidity and flexibility, including suspending our share repurchase program, reviewing operating expenses, evaluating merchandise purchases, reducing capital expenditures and drawing down $1.0 billion on our revolving credit facilities.

In addition, we do not intend to declare a dividend for the first quarter of fiscal 2021.

We continue to evaluate our dividend program in the near term, while we remain committed to paying our dividends whenever the environment normalizes for the long term.

We also withdrew our first quarter and full year fiscal 2021 financial guidance given on our February 26, 2020 earnings conference call.

The Company is not providing an updated outlook at this time.

As the COVID-19 pandemic is complex and rapidly evolving, the Company's plans as described above may change.

At this point, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows.

On January 31, 2020, the United Kingdom (“UK”) left the European Union (“EU”), commonly referred to as “Brexit”, and entered an 11-month transition period (the “Transition Period”), during which the UK continues to be treated as an EU member for most purposes.

This Transition Period is due to end on December 31, 2020, and the UK and EU are currently negotiating the terms of their future relationship that will apply after this date.

The terms of the future EU/UK trading relationship remain uncertain.

We expect the future EU/UK trading relationship will subject the movement of goods between the UK and the EU to additional regulatory and compliance requirements, which is likely to have a negative impact on our ability to efficiently move merchandise in the region.

There are also likely to be additional customs duty costs on EU/UK trade, the extent of which remain uncertain.

Any customs duties may also impact the profitability of our European division, at least in the short term.

New immigration requirements between the UK and EU countries may also have a negative impact on our ability to recruit and retain current and future talent in the region.

We continue to communicate with our Associates about the new immigration requirements.

In addition to these operational impacts, factors including changes in consumer confidence and behavior, economic conditions, interest rates and foreign currency exchange rates could result in a significant financial impact to our European operations, particularly in the short term.

We believe the steps we have taken, and plan to take, will help us mitigate the effects when the Transition Period ends.

*Tariffs*

The U.S. Administration has imposed tariffs on imports from China.

During the fourth 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 2019 and fiscal 2018 results (see “Tax Cuts and Jobs Act of 2017” below).

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.

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Tax Cuts and Jobs Act of 2017

On December 22, 2017, the 2017 Tax Act was enacted into law which included a reduction of the U.S. corporate income tax rate to 21 percent, effective January 1, 2018 and had a significant impact on our fiscal 2019 and fiscal 2018 operating results.

The tax benefits recognized due to the 2017 Tax Act resulted in a net benefit to net income of $0.34 per share for fiscal 2019.

In fiscal 2018, the Company reinvested a portion of the tax benefits through a discretionary bonus to eligible non-bonus plan Associates 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 $0.09 per share for fiscal 2018.

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 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.

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.

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

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

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

We also had an increase in the number of units sold, which was more than offset by a reduction in the average ticket.

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

| Loss on early extinguishment of debt | — | | — | | 0.2 | |

Two ways in which foreign currency exchange rates affect our reported results are as follows:

| – | Inventory-related derivatives: We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX Canada and TJX International. As we have not elected “hedge accounting” for these instruments as defined by U.S. generally accepted accounting principles (“GAAP”), we record a mark-to-market gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of the mark-to-market adjustment is effectively offset when the inventory being hedged is received and paid for. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. The mark-to-market adjustment on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report. |

The increase in this expense ratio during fiscal 2019 was driven by higher supply chain costs as we continue to invest in existing and open new distribution centers as well as the absence of the benefit of the 53rd week reflected in last year's expense ratio.

Merchandise margin was essentially flat compared to fiscal 2018 despite significantly higher freight costs.

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

This was offset by the favorable impact of mark-to-market of inventory derivatives that 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 Company’s fiscal 2018 calendar.

Fiscal 2018 merchandise margin was essentially flat to fiscal 2017.

The fiscal 2019 expense ratio reflects an increase in incentive compensation accruals due to a stronger than expected operating performance as well as store wage increases, partially offset by leverage on strong comp sales.

The fiscal 2018 expense ratio reflects the impact of the incremental investments related to the 2017 Tax Act and higher employee payroll costs due to wage increases.

Impairment of Goodwill and Other Long-lived Assets, Related to Sierra

During the fourth quarter of fiscal 2018, we recorded a $99.3 million impairment charge, primarily related to goodwill, as the estimated fair value of Sierra fell below the carrying value due to a decrease in projected revenue growth rates.

[removed: FOREIGN] [added: FOREIGN] CURRENCY EXCHANGE [removed: RISK][added: RISK]

As more fully described in Note [removed: E- Financial] [added: 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.

As of February [removed: 2, 2019] [added: 1, 2020] and February [removed: 3, 2018,] [added: 2, 2019,] 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 [removed: $84] [added: $82] million and [removed: $78] [added: $84] million, in fiscal years [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

[removed: EQUITY] [added: EQUITY] PRICE AND OTHER MARKET [removed: RISK][added: RISK]

We invest the pension assets (described further in Note [removed: I- Pension] [added: I—Pension] Plans and Other Retirement Benefits of Notes to Consolidated Financial Statements) in a manner that attempts to [removed: minimize and control] [added: manage] our exposure to market uncertainties.

[removed: BUSINESS OVERVIEW][added: BUSINESS OVERVIEW]

We have over [removed: 4,300] [added: 4,500] 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.

In this report, fiscal [removed: 2017 means the fiscal year ended January 28, 2017; fiscal 2018] [added: 2020] means the fiscal year ended February [removed: 3, 2018;] [added: 1, 2020;] fiscal 2019 means the fiscal year [removed: ending] [added: ended] February 2, 2019 and fiscal [removed: 2020] [added: 2018] means the fiscal year [removed: ending] [added: ended] February [removed: 1, 2020.][added: 3, 2018.]

Unless otherwise indicated, all store information in this Item 1 is as of February [removed: 2, 2019,] [added: 1, 2020,] and references to store square footage are to gross square feet.

[removed: Our Businesses][added: Our Businesses]

[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: 2,343] [added: 2,403] stores.

[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: 749] [added: 809] 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.

In 2017, we launched Homesense in the U.S. Our [removed: 16] [added: 32] Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting and rugs, as well as different departments, such as a general store and an entertaining marketplace.

[removed: TJX CANADA][added: *TJX CANADA*]

The merchandise offering at its [removed: 271] [added: 279] stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry, and The Runway, a designer section.

HomeSense has [removed: 125] [added: 137] stores with a merchandise mix of home fashions similar to HomeGoods in the U.S. We brought Marshalls to Canada in 2011 and operate [removed: 88] [added: 97] Marshalls stores in Canada.

[removed: TJX INTERNATIONAL][added: *TJX INTERNATIONAL*]

With [removed: 567] [added: 594] stores, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

Its [removed: 68] [added: 78] stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

The merchandise offering at T.K. Maxx in Australia's [removed: 44] [added: 54] stores is comparable to T.J. Maxx.

Sierra operates sierra.com and [removed: 35] [added: 46] retail stores in the U.S. [added: The results of Sierra are included in our Marmaxx segment.]

[removed: Flexible] [added: Flexible] Business [removed: Model][added: Model]

[removed: Opportunistic Buying][added: Opportunistic Buying]

Our global buying organization, which numbers [removed: approximately] [added: over] 1,100 Associates and has offices 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.

We are typically willing to purchase less-than-full assortments of items, styles and sizes as well as quantities ranging from small to very large; we are able to disperse merchandise across our geographically diverse network of stores and to target specific markets; we [added: typically] pay promptly; we generally do not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or return privileges; and we have [removed: financial strength and] an excellent credit rating.

[removed: Inventory Management][added: Inventory Management]

We [removed: continue to] invest in our supply chain with the goal of continuing to operate with low inventory levels, to ship more efficiently and quickly, and to more precisely and effectively allocate merchandise to each store.

[removed: Pricing][added: Pricing]

[removed: Low] [added: Low] Cost [removed: Operations][added: Operations]

[removed: Customer] [added: Customer] Service/Shopping [removed: Experience][added: Experience]

[removed: We continue] [added: Our general practice is] to renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales.

[removed: Distribution][added: Distribution]

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

[removed: Store Growth][added: Store Growth]

The following table provides store growth information for our four major segments for the two most recently completed fiscal years, as well as our [removed: growth] estimates [removed: for fiscal 2020 and our estimates] of the long-term store growth potential of these segments in their current geographies:

| | [added: | |] Approximate Average Store Size (square feet) | [added: | |] Number of Stores at Year End | | | | | | | | | Estimated Store Growth Potential | | | [added: | | | | | |]

| | [removed: Fiscal 2018] | | | [added: | |] Fiscal 2019 | | | Fiscal 2020 [removed: (estimated)] | | | | | | | [added: | | | | | | | |]

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

| T.J. Maxx | [removed: 28,000] | [removed: 1,223] | [added: 27,000] | | [added: |] 1,252 | | | [added: 1,273] | | | | | | [added: | | | | | | | | |]

| Marshalls | [removed: 29,000] | [removed: 1,062] | [added: 29,000] | | [added: |] 1,091 | | | [added: 1,130] | | | | | | [added: | | | | | | | | |]

| [added: Total Marmaxx] | | [removed: 2,285] | | | [added: |] 2,343 | | | [removed: 2,403] [added: 2,403] | | | 3,000 | | | [added: | | | | | | | | |]

| [removed: HomeGoods] [added: HomeGoods:] | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| HomeGoods | [removed: 23,000] | [removed: 667] | [added: 23,000] | | [added: |] 749 | | | [added: 809] | | | | | | [added: | | | | | | | | |]

Fiscal 2021 means the fiscal year ending January 30, 2021.

Marmaxx currently operates two e-commerce websites, tjmaxx.com, launched in 2013 and marshalls.com launched in 2019.

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| Total HomeGoods | | | | | | 765 | | | 841 | | | 1,400 | | | | | | | | | | | |

| Total TJX Canada | | | | | | 484 | | | 513 | | | 600 | | | | | | | | | | | |

| Total TJX International | | | | | | 679 | | | 726 | | | 1,100 | | | (a) | | | | | | | | |

(b)Includes 35 Sierra stores in fiscal 2019, and 46 Sierra stores for fiscal 2020.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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Our e-commerce website, tjmaxx.com, was launched in 2013.

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

| | | 454 | | | 484 | | | 514 | | | 600 | | |

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

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| --- | --- |

| (1) | HomeGoods and TJX total includes 31 Homesense stores in the U.S. estimated for fiscal 2020 and store growth potential includes 400 Homesense stores. |

EXECUTIVE OFFICERS OF THE REGISTRANT

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In connection with ongoing litigation, an immaterial amount has been accrued in the accompanying Consolidated Financial Statements.

TJX is also a defendant in a putative class action on behalf of customers relating to compare at pricing.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] DC [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM 10-K]

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

[removed: For] [added: For] the fiscal year ended February [removed: 2, 2019][added: 1, 2020]

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

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

[removed: Commission] [added: Commission] file number [removed: 1-4908][added: 1-4908]

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

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 04-2207613] | [added: 04-2207613 | | |]

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

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

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] | [added: (Zip Code) | | |]

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

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Name] [added: | Trading Symbol(s) | | | Name] of each exchange on which [removed: registered] [added: registered] | [added: | |]

| Common Stock, par value $1.00 per share | | [added: | TJX | | |] New York Stock Exchange | [added: | |]

[removed: YES] [added: Yes] ☒ [removed: NO ☐][added: No ☐.]

| Large accelerated filer | | [added: | | | |] ☒ | | [added: | | | |] Accelerated filer | | [added: | | | |] ☐ | [added: | |]

| Non-accelerated filer | | [added: | | | |] ☐ | | [added: | | | |] Smaller reporting company | | [added: | | | |] ☐ | [added: | |]

| Emerging growth company | | [added: | | | |] ☐ | | | | | [added: | | | | | | | | | |]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on August [removed: 4, 2018,] [added: 3, 2019,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $60.5] [added: $63.3] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,214,588,500] [added: 1,197,698,188] shares of the registrant’s common stock, $1.00 par value, outstanding as of [removed: March 2, 2019.][added: February 29, 2020.]

Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on June [removed: 4, 2019] [added: 9, 2020] (Part III).

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

This Form 10-K and our [removed: 2018] [added: 2019] 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: 2018] [added: 2019] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

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

[removed: PART I][added: PART I]

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OR

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The TJX Companies, Inc.

TABLE OF CONTENTS

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

| [PART I](#i83765ad0e48f4b638d311352003d3346_10) | | | | | |

| [ITEM 1. Business](#i83765ad0e48f4b638d311352003d3346_13) | | | [4](#i83765ad0e48f4b638d311352003d3346_13) | | |

| [ITEM 1A. Risk Factors](#i83765ad0e48f4b638d311352003d3346_16) | | | [9](#i83765ad0e48f4b638d311352003d3346_16) | | |

| [ITEM 1B. Unresolved Staff Comments](#i83765ad0e48f4b638d311352003d3346_19) | | | [18](#i83765ad0e48f4b638d311352003d3346_19) | | |

| [ITEM 2. Properties](#i83765ad0e48f4b638d311352003d3346_22) | | | [18](#i83765ad0e48f4b638d311352003d3346_22) | | |

| [ITEM 3. Legal Proceedings](#i83765ad0e48f4b638d311352003d3346_25) | | | [21](#i83765ad0e48f4b638d311352003d3346_25) | | |

| [ITEM 4. Mine Safety Disclosures](#i83765ad0e48f4b638d311352003d3346_28) | | | [21](#i83765ad0e48f4b638d311352003d3346_28) | | |

| | | | | | |

| [PART II](#i83765ad0e48f4b638d311352003d3346_31) | | | | | |

| [ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#i83765ad0e48f4b638d311352003d3346_34) | | | [22](#i83765ad0e48f4b638d311352003d3346_34) | | |

| [ITEM 6. Selected Financial Data](#i83765ad0e48f4b638d311352003d3346_37) | | | [23](#i83765ad0e48f4b638d311352003d3346_37) | | |

| [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operation](#i83765ad0e48f4b638d311352003d3346_40) | | | [23](#i83765ad0e48f4b638d311352003d3346_40) | | |

| [ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk](#i83765ad0e48f4b638d311352003d3346_76) | | | [37](#i83765ad0e48f4b638d311352003d3346_76) | | |

| [ITEM 8. Financial Statements and Supplementary Data](#i83765ad0e48f4b638d311352003d3346_79) | | | [37](#i83765ad0e48f4b638d311352003d3346_79) | | |

| [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#i83765ad0e48f4b638d311352003d3346_82) | | | [37](#i83765ad0e48f4b638d311352003d3346_82) | | |

| [ITEM 9A. Controls and Procedures](#i83765ad0e48f4b638d311352003d3346_85) | | | [38](#i83765ad0e48f4b638d311352003d3346_85) | | |

| [ITEM 9B. Other Information](#i83765ad0e48f4b638d311352003d3346_88) | | | [38](#i83765ad0e48f4b638d311352003d3346_88) | | |

| | | | | | |

| [PART III](#i83765ad0e48f4b638d311352003d3346_91) | | | | | |

| [ITEM 10. Directors, Executive Officers and Corporate Governance](#i83765ad0e48f4b638d311352003d3346_94) | | | [39](#i83765ad0e48f4b638d311352003d3346_94) | | |

| [ITEM 11. Executive Compensation](#i83765ad0e48f4b638d311352003d3346_97) | | | [39](#i83765ad0e48f4b638d311352003d3346_97) | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#i83765ad0e48f4b638d311352003d3346_100) | | | [39](#i83765ad0e48f4b638d311352003d3346_100) | | |

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

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OR

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

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[removed: Leases] [added: Most of TJX's leases] in the U.S. and Canada are [added: store operating leases,] generally for an initial term of ten years with options to extend the lease term for one or more [removed: five year] [added: five-year] periods.

[removed: Leases] [added: Store operating leases] in Europe generally have an initial term of ten to fifteen years and leases in Australia generally have an initial lease term of seven to ten [removed: years.][added: years, some of which have options to extend.]

[removed: STORE LOCATIONS][added: STORE LOCATIONS]

Our [removed: chains] [added: divisions] operated stores in the following locations at the end of fiscal [removed: 2019;] [added: 2020;] store counts below include both banners within a combo or a superstore:

| Alabama | [removed: 25] | | [removed: 6 |] [added: 32] | [removed: 6] | | — | | [removed: —] | [added: 9] | [added: | | 41 | | |]

| Arizona | [removed: 17] | | [removed: 18] [added: 35] | | [added: | — | | |] 14 | | [removed: —] | [added: 49] | [removed: —] | |

| Arkansas | [removed: 14] | | [removed: 4] [added: 18] | | [added: | — | | |] 5 | | [removed: —] | [added: 23] | [removed: —] | |

| Colorado | [removed: 17] | | [removed: 11] [added: 29] | | [removed: 10] | [added: 6] | [removed: —] | | [removed: 5] [added: 11] | | [added: | 46 | | |]

| Connecticut | [removed: 28] | | [removed: 24] [added: 52] | | [added: | 1 | | |] 18 | | [removed: —] | [added: 71] | [removed: 1] | |

| Delaware | [removed: 3] | | [removed: 5 |] [added: 8] | [removed: 4] | | — | | [removed: —] | [added: 5] | [added: | | 13 | | |]

| District of Columbia | [removed: 4] | | [removed: 4] [added: 8] | | [added: |] — | | [added: |] — | | [removed: —] | [added: 8] | [added: | |]

| Georgia | [removed: 50] | | [removed: 34 |] [added: 86] | [removed: 27] | | — | | [removed: —] | [added: 31] | [added: | | 117 | | |]

| Hawaii | [removed: 6] | | [removed: —] [added: 8] | | [added: |] — | | [added: |] — | | [removed: —] | [added: 8] | [added: | |]

| Idaho | [removed: 7] | | [removed: 2] [added: 9] | | [added: | 1 | | |] 2 | | [removed: —] | [added: 12] | [removed: 1] | |

| Indiana | [removed: 23] | | [removed: 14 |] [added: 39] | [removed: 8] | | — | | [removed: —] | [added: 10] | [added: | | 49 | | |]

| Iowa | [removed: 11] | | [removed: 7] [added: 17] | | [added: | — | | |] 5 | | [removed: —] | [added: 22] | [removed: —] | |

| Kansas | [removed: 9] | | [removed: 6] [added: 15] | | [added: | — | | |] 7 | | [removed: —] | [added: 22] | [removed: —] | |

| Kentucky | [removed: 16] | | [removed: 5 |] [added: 22] | [removed: 5] | | — | | [removed: —] | [added: 7] | [added: | | 29 | | |]

| Louisiana | [removed: 15] | | [removed: 12] [added: 29] | | [added: | — | | |] 8 | | [removed: —] | [added: 37] | [removed: —] | |

| Maine | [removed: 9] | | [removed: 3] [added: 12] | | [added: | — | | |] 3 | | [removed: —] | [added: 15] | [removed: —] | |

| Maryland | [removed: 25] | | [removed: 29] [added: 55] | | [removed: 20] | [added: 1] | [removed: 2] | | [removed: —] [added: 23] | | [added: | 79 | | |]

| Michigan | [removed: 41] | | [removed: 27] [added: 69] | | [removed: 19] | [added: 3] | [removed: —] | | [removed: 3] [added: 21] | | [added: | 93 | | |]

| Minnesota | [removed: 17] | | [removed: 16] [added: 34] | | [removed: 12] | [added: 3] | [removed: —] | | [removed: 2] [added: 14] | | [added: | 51 | | |]

| Mississippi | [removed: 10] | | [removed: 5 |] [added: 16] | [removed: 4] | | — | | [removed: —] | [added: 5] | [added: | | 21 | | |]

| Missouri | [removed: 19] | | [removed: 17] [added: 36] | | [added: | — | | |] 10 | | [removed: —] | [added: 46] | [removed: —] | |

| Montana | [added: | |] 6 | | [added: |] — | | [added: |] 1 | | [removed: —] | [added: 7] | [removed: —] | |

| Nebraska | [removed: 5] | | [removed: 4] [added: 10] | | [removed: 4] | [added: 1] | [removed: —] | | [removed: 1] [added: 5] | | [added: | 16 | | |]

| Nevada | [removed: 9] | | [removed: 11] [added: 20] | | [added: | 1 | | |] 7 | | [removed: —] | [added: 28] | [removed: 1] | |

| New Hampshire | [removed: 16] | | [removed: 10] [added: 26] | | [removed: 10] | [added: 2] | [removed: —] | | [removed: 1] [added: 14] | | [added: | 42 | | |]

| New Jersey | [removed: 40] | | [removed: 51 |] [added: 91] | [removed: 42] | | 4 | | [removed: 2] | [added: 50] | [added: | | 145 | | |]

| New Mexico | [removed: 5] | | [removed: 4] [added: 9] | | [added: | — | | |] 2 | | [removed: —] | [added: 11] | [removed: —] | |

| New York | [removed: 80] | | [removed: 83] [added: 169] | | [removed: 49] | [added: 2] | [removed: 3] | | [removed: 2] [added: 62] | | [added: | 233 | | |]

| North Carolina | [removed: 37] | | [removed: 27 |] [added: 65] | [removed: 18] | | — | | [removed: —] | [added: 21] | [added: | | 86 | | |]

| North Dakota | [removed: 5] | | [removed: 1 |] [added: 6] | [removed: 1] | | — | | [removed: —] | [added: 2] | [added: | | 8 | | |]

| Ohio | [removed: 47] | | [removed: 35] [added: 84] | | [removed: 22] | [added: 1] | [removed: —] | | [removed: 1] [added: 24] | | [added: | 109 | | |]

| Oklahoma | [removed: 12] | | [removed: 6] [added: 19] | | [added: | — | | |] 3 | | [removed: —] | [added: 22] | [removed: —] | |

| Oregon | [removed: 12] | | [removed: 9] [added: 25] | | [added: | 3 | | |] 8 | | [removed: —] | [added: 36] | [removed: 3] | |

| Pennsylvania | [removed: 51] | | [removed: 40] [added: 93] | | [removed: 32] | [added: 1] | [removed: 2] | | [removed: —] [added: 37] | | [added: | 131 | | |]

| Puerto Rico | [removed: 8] | | [removed: 21] [added: 29] | | [added: | — | | |] 6 | | [removed: —] | [added: 35] | [removed: —] | |

| Rhode Island | [removed: 6] | | [removed: 6] [added: 12] | | [added: | — | | |] 6 | | [removed: —] | [added: 18] | [removed: —] | |

We lease virtually all of our store locations, as well as some of our distribution centers and office space.

Many of the Company's leases have options to terminate prior to the lease expiration date.

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

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

| United States | | | Marmaxx(a) | | | Sierra | | | HomeGoods(a) | | | Total | | |

| California | | | 270 | | | — | | | 91 | | | 361 | | |

| Florida | | | 193 | | | — | | | 72 | | | 265 | | |

| Illinois | | | 100 | | | 4 | | | 32 | | | 136 | | |

| Massachusetts | | | 109 | | | 2 | | | 40 | | | 151 | | |

| Texas | | | 167 | | | — | | | 59 | | | 226 | | |

(a)Marmaxx operates T.J. Maxx and Marshalls.

HomeGoods operates HomeGoods and Homesense.

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

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

| Ontario | | | 122 | | | 61 | | | 44 | | | 227 | | |

| Total Stores | | | 279 | | | 137 | | | 97 | | | 513 | | |

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

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

| Germany | | | 148 | | | — | | | 148 | | |

| | | | | | |

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

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

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

| Square footage in thousands | | | Owned (sq/ft) | | | Count | | | Leased (sq/ft) | | | Count | | | Total (sq/ft) | | | Total Count | | |

| Marmaxx | | | 7,339 | | | 8 | | | 3,062 | | | 5 | | | 10,401 | | | 13 | | |

| HomeGoods | | | 3,268 | | | 4 | | | 460 | | | 1 | | | 3,728 | | | 5 | | |

| Sierra | | | 780 | | | 1 | | | — | | | — | | | 780 | | | 1 | | |

| TJX Canada | | | — | | | — | | | 2,062 | | | 4 | | | 2,062 | | | 4 | | |

| TJX International | | | — | | | — | | | 1,955 | | | 6 | | | 1,955 | | | 6 | | |

| Total | | | 11,387 | | | 13 | | | 7,539 | | | 16 | | | 18,926 | | | 29 | | |

TJX has corporate headquarters in Massachusetts which consists of both owned and leased space.

Additionally, we own and lease additional office space throughout the United States and in various countries.

As of February 1, 2020, TJX owned and leased a combined 3.2 million square feet of office space, primarily within the United States.

We lease virtually all of our store locations.

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

We have the right to terminate some of these leases before the expiration date under specified circumstances and some with specified payments.

United States

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

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

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

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

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

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

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

| Texas | 70 | | 91 | | 50 | | — | | — | |

Canada

| | | | | | | |

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

| Ontario | 118 | | 55 | | 42 | |

| Total Stores | 271 | | 125 | | 88 | |

Europe

| | | | | |

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

| Germany | 131 | | — | |

Australia

| | | |

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

| Marmaxx | | |

| T.J. Maxx | Worcester, Massachusetts | 494,000 s.f.—owned |

| | Evansville, Indiana | 989,000 s.f.—owned |

| | Las Vegas, Nevada | 1,110,000 s.f.—owned |

| | Charlotte, North Carolina | 595,000 s.f.—owned |

| | Pittston Township, Pennsylvania | 1,017,000 s.f.—owned |

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

| | San Antonio, Texas | 1,215,000 s.f.—owned |

| Marshalls | Atlanta, Georgia | 780,000 s.f.—owned |

| | Woburn, Massachusetts | 472,000 s.f.—leased |

| | Bridgewater, Virginia | 562,000 s.f.—leased |

| | Philadelphia, Pennsylvania | 1,001,000 s.f.—leased |

| | Phoenix, Arizona | 1,139,000 s.f.—owned |

| Sierra | Cheyenne, Wyoming | 780,000 s.f.—owned |

| HomeGoods | Brownsburg, Indiana | 805,000 s.f.—owned |

| | Bloomfield, Connecticut | 803,000 s.f.—owned |

[removed: PART II][added: PART II]

The approximate number of common shareholders of record at February [removed: 2, 2019] [added: 1, 2020] was [removed: 2,196.][added: 2,095.]

[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: 2019] [added: 2020] and the average price paid per share are as follows:

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

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

[removed: | (2) | Includes] [added: (b)Includes] commissions for the shares repurchased under stock repurchase programs. [removed: |]

[removed: | (3) |] In February [removed: 2018, 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,] [added: 2020,] the Company announced that its Board of Directors had [removed: approved] [added: approved, in January 2020,] a new stock repurchase program that authorizes the repurchase of up to an additional $1.5 billion of TJX common stock from time to time. [removed: |]

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

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

| November 3, 2019 through November 30, 2019 | | | 1,851,857 | | | $ | 59.40 | | 1,851,857 | | | $ | 1,920,794,334 | |

| December 1, 2019 through January 4, 2020 | | | 2,232,635 | | | $ | 60.47 | | 2,232,635 | | | $ | 1,785,794,368 | |

| January 5, 2020 through February 1, 2020 | | | 1,778,274 | | | $ | 61.86 | | 1,778,274 | | | $ | 3,175,794,378 | |

| Total | | | 5,862,766 | | | | | | 5,862,766 | | | | | |

(c)In February 2018 and 2019, TJX announced stock repurchase programs authorizing an additional $3.0 billion and $1.5 billion in repurchases, respectively, from time to time, under which approximately $1.7 billion remained available as of February 1, 2020.

(d)On March 19, 2020, in response to the COVID-19 pandemic, the Company announced that it had suspended its share repurchase program.

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 | |

| | |

| --- | --- |

| | [added: | |] Fiscal Year Ended | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| [removed: Amounts] [added: U.S. dollars] in millions, except per share amounts | [added: | |] February [added: 1, 2020 | | | February] 2, [removed: 2019(1)] [added: 2019(a)] | | | February 3, [removed: 2018(2)] [added: 2018(b)] | | | January 28, [removed: 2017(1)] [added: 2017(a)] | | | January 30, 2016 | | | [removed: January 31, 2015] | | | [added: | | | | | | | | |]

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

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

| Net sales | [added: | | $ | 41,717 | |] $ | 38,973 | | $ | 35,865 | | $ | 33,184 | | $ | 30,945 | | [removed: $] | [removed: 29,078] | | [added: | | | | | | | | |]

| Net income | [removed: $] | [added: | $ | 3,272 | |] 3,060 | | [added: |] $ | 2,608 | | $ | 2,298 | | $ | 2,278 | | [removed: $] | [removed: 2,215] | | [added: | | | | | | | | |]

| Weighted average common shares for diluted earnings per share calculation (in thousands) [removed: (3)] | [added: | | 1,226,519 | | |] 1,259,252 | | | 1,292,209 | | | 1,328,864 | | | 1,366,502 | | | [removed: 1,407,090] | | | [added: | | | | | | | | |]

| Diluted earnings per [removed: share(3)] [added: share] | [added: | | $ | 2.67 | |] $ | 2.43 | | $ | 2.02 | | $ | 1.73 | | $ | 1.67 | | [removed: $] | [removed: 1.57] | | [added: | | | | | | | | |]

| Cash dividends declared per [removed: share(3)] [added: share] | [added: | | $ | 0.92 | |] $ | 0.78 | | $ | 0.625 | | $ | 0.52 | | $ | 0.42 | | [removed: $] | [removed: 0.35] | | [added: | | | | | | | | |]

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

| Cash and cash equivalents | [added: | | $ | 3,217 | |] $ | 3,030 | | $ | 2,758 | | $ | 2,930 | | $ | 2,095 | | [removed: $] | [removed: 2,494] | | [added: | | | | | | | | |]

| Working [removed: capital] [added: capital(c)] | [added: | | $ | 1,740 | |] $ | 2,938 | | $ | 3,360 | | $ | 2,993 | | $ | 2,370 | | [removed: $] | [removed: 2,648] | | [added: | | | | | | | | |]

| Total [removed: assets] [added: assets(c)] | [added: | | $ | 24,145 | |] $ | 14,326 | | $ | 14,058 | | $ | 12,884 | | $ | 11,490 | | [removed: $] | [removed: 10,978] | | [added: | | | | | | | | |]

| Capital expenditures | [added: | | $ | 1,223 | |] $ | 1,125 | | $ | 1,058 | | $ | 1,025 | | $ | 889 | | [removed: $] | [removed: 912] | | [added: | | | | | | | | |]

| Long-term [removed: obligations(4)] [added: obligations(c), (d)] | [added: | | $ | 10,053 | |] $ | 2,234 | | $ | 2,231 | | $ | 2,228 | | $ | 1,615 | | [removed: $] | [removed: 1,613] | | [added: | | | | | | | | |]

| Shareholders’ equity | [added: | | $ | 5,948 | |] $ | 5,049 | | $ | 5,148 | | $ | 4,511 | | $ | 4,307 | | [removed: $] | [removed: 4,264] | | [added: | | | | | | | | |]

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

| After-tax return on average shareholders’ equity | [added: | | 59.5 | | % |] 60.1 | | % | 54.0 | | % | 52.1 | | % | 53.1 | | % | [removed: 52.2] | | [removed: %] | [added: | | | | | | | | |]

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

| [removed: Stores] [added: Stores] in [removed: operation] [added: operation] | [added: | | 4,529 | | |] 4,306 | | | 4,070 | | | 3,812 | | | 3,614 | | | [removed: 3,395] | | | [added: | | | | | | | | |]

| [removed: Selling] [added: Selling] square footage (in [removed: thousands)] [added: thousands)] | [added: | | 94,648 | | |] 91,075 | | | 87,548 | | | 83,798 | | | 80,480 | | | [removed: 76,537] | | | [added: | | | | | | | | |]

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

[removed: | (2) | Fiscal] [added: (b)Fiscal] 2018 includes an impairment charge of $99.3 million and a net benefit from the enactment of the 2017 Tax [removed: Act described in Item 7 under “Tax Cuts and Jobs Act of 2017.” |][added: Act.]

[removed: | (4) | Defined] [added: (d)Defined] as long-term debt, exclusive of current [removed: installments. |][added: installments, and in fiscal 2020 inclusive of long term operating lease liability.]

[removed: | (5) | Defined] [added: (e)Defined] as shareholders’ equity, short-term debt, and long-term debt including current [removed: maturities. |][added: maturities (and in fiscal 2020 exclusive of operating lease liabilities).]

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

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

(c)On February 3, 2019, we adopted ASU 2016-02, Leases (Topic 842) using the modified retrospective method under ASU 2018-11, allowing us to not restate our prior period Consolidated Balance Sheets to reflect the new guidance.

The adoption of the new lease standard significantly increased assets and current and long term liabilities on our Consolidated Balance Sheets as we recorded operating lease right of use assets and corresponding operating lease liabilities.

For additional information, see Note L - Leases of Notes of Consolidated Financial Statements.

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

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

| | |

| --- | --- |

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

The information required by this item may be found on pages F-1 through [removed: F-38] [added: F-39] of this annual report on Form 10-K.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal [removed: 2019] [added: 2020] 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.

[removed: | – | Pertain] [added: –Pertain] to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of TJX; [removed: |]

[removed: | – | Provide] [added: –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 [removed: |]

[removed: | – | Provide] [added: –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. [removed: |]

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 [removed: 2, 2019] [added: 1, 2020] based on criteria established in [removed: Internal] [added: *Internal] Control—Integrated Framework [removed: 2013] [added: 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 [removed: 2, 2019.][added: 1, 2020.]

PricewaterhouseCoopers LLP, [removed: the] [added: an] independent registered public accounting [removed: firm that] [added: firm, who] audited and reported on [removed: our] [added: the] consolidated financial statements [removed: contained herein,] [added: of The TJX Companies, Inc.,] has audited [removed: the effectiveness] [added: management’s assessment] of our internal control over financial reporting as of February [removed: 2, 2019, and has issued an attestation] [added: 1, 2020, as stated in their] report [removed: on the effectiveness of our internal control over financial reporting] [added: which is] included herein.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of February 1, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

| | |

| --- | --- |

[removed: PART III][added: PART III]

The information concerning our executive officers is set forth under the heading [removed: “Executive Officers of the Registrant”] [added: “Information about our Executive Officers”] in Part I of this report.

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: 2, 2019 (Proxy Statement).][added: 1, 2020 ("Proxy Statement").]

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

[removed: PART IV][added: PART IV]

[removed: (a)] [added: (a)] FINANCIAL STATEMENT [removed: SCHEDULES][added: SCHEDULES]

[removed: Schedule] [added: Schedule] II – Valuation and Qualifying [removed: Accounts][added: Accounts]

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

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

[removed: | (1) | Upon] [added: (a)Upon] adoption of Revenue Recognition (Topic [removed: 606) in the first quarter of fiscal 2019,] [added: 606),] the sales return reserve balance [removed: now] [added: in fiscal 2020 and fiscal 2019] reflects the gross sales amount whereas [removed: prior years' reflect] [added: fiscal 2018 reflects] the sales net of estimated value of merchandise to be returned. [removed: |]

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

| | | [removed: Incorporate] [added: | | | | Incorporate] by [removed: Reference] [added: Reference] | | | [added: | | | | | | | | | | | |]

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

| 3(i).1 | [added: | |] [Fifth Restated Certificate of [removed: Incorporation, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-20190202exhibit3i1.htm)] [added: Incorporation](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-20190202exhibit3i1.htm)] | | | [added: 10-K] | [added: | | 3(i).1 | | | 4/3/2019 | | | | | | | | |]

| 3(ii).1 | [added: | |] [By-laws of TJX, as amended](http://www.sec.gov/Archives/edgar/data/109198/000119312518031707/d527262dex31.htm) | [added: | |] 8-K | [added: | |] 3.1 | [added: | |] 2/5/2018 | [added: | | | | | | | |]

| 4.01 | [added: | |] [Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009](http://www.sec.gov/Archives/edgar/data/109198/000095013509002476/b74862s3exv4w1.htm) (File No. 333-158360) | [added: | |] S-3 | [added: | |] 4.1 | [added: | |] 4/2/2009 | [added: | | | | | | | |]

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

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

| 4.04 | [added: | |] [Indenture between TJX and U.S. Bank National Association dated September 12, 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex41.htm) | [added: | |] 8-K | [added: | |] 4.1 | [added: | |] 9/12/2016 | [added: | | | | | | | |]

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

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

| 10.02 | [added: | |] [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) | [added: | |] 10-Q | [added: | |] 10.3 | [added: | |] 12/4/2018 | [added: | | | | | | | |]

| 10.03 | [added: | |] [The Employment Agreement dated February 1, 2019 between Carol Meyrowitz and [removed: TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1003.htm)] [added: TJX](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1003.htm)*] | | | [added: 10-K] | [added: | | 10.03 | | | 4/3/2019 | | | | | | | | |]

| 10.04 | [added: | |] [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) | [added: | |] 10-Q | [added: | |] 10.4 | [added: | |] 12/4/2018 | [added: | | | | | | | |]

| 10.05 | [added: | |] [The Employment Agreement dated February 1, 2019 between Ernie Herrman and [removed: TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1005.htm)] [added: TJX](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1005.htm)*] | | | [added: 10-K] | [added: | | 10.05 | | | 4/3/2019 | | | | | | | | |]

| 10.06 | [added: | |] [The Employment Agreement dated [removed: March 10, 2017] [added: February 2, 2018] between [removed: and among Michael MacMillan, Winners Merchants International LP] [added: Richard Sherr] and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex104.htm)] [added: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex104.htm)] | [added: | |] 10-K | [added: | |] 10.4 | [removed: 3/28/2017] | [added: | 4/4/2018 | | | | | | | | |]

| [removed: 10.07] [added: 10.15] | [added: | |] [The [removed: Letter] [added: Employment] Agreement dated January 16, 2018 between [removed: Michael MacMillan] [added: Douglas Mizzi] and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex103.htm)] [added: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm)] | [added: | |] 10-K | [removed: 10.3] | [added: | 10.7 | | |] 4/4/2018 | [added: | | | | | | | |]