TJX Companies (TJX) 10-K risk factor changes: FY2021 vs FY2020

The statements in this section describe the major risks to our business and should be considered carefully, in connection with all [removed: 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, [added: are potentially material to our business and] 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 [added: successfully manage our] inventory [removed: management] could adversely affect our results.

[removed: Opportunistic] [added: Key elements of our off-price business strategy, including opportunistic] buying, operating with lean inventory [removed: levels] [added: levels,] and frequent inventory [removed: turns are key elements of our off-price business strategy but] [added: turns,] subject us to [removed: risks related to the pricing, quantity, mix, nature, and timing of inventory flowing to our stores.][added: risks.]

Our [removed: business model expects our] merchants [added: are expected] to effectively react to [removed: frequently] [added: rapidly] changing opportunities and trends in the market, [added: to] assess the desirability and value of [removed: merchandise] [added: merchandise,] and [added: to] generally make determinations of how and what we source as well as when and from where we source it.

If we do not obtain the right merchandise at the right times, in the right quantities, at the right [removed: prices] [added: prices,] and in the right mix, our customer [removed: traffic, as well as our sales] [added: traffic] and [added: our sales,] margins, [added: and other financial results] could be adversely affected.

We [added: also] base our [removed: purchases of inventory,] [added: inventory purchases,] in part, on our sales forecasts.

If [removed: we are unable to] [added: our merchandise is not] generally [removed: purchase inventory] [added: purchased] at prices sufficiently below prices paid by conventional retailers, we may not be able to maintain [removed: a sufficient] [added: an adequate] overall pricing differential to full-price retailers, including department, specialty, and major online retailers, [removed: and our ability to attract customers] [added: at various times] or [removed: sustain our margins may be adversely affected.][added: in some reporting segments, banners, product categories, or geographies.]

[removed: To] [added: In addition, 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.

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

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

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 [added: generally or within certain markets or divisions,] and/or may be required to increase investments, slow our planned [removed: growth] [added: growth,] or close stores or operations.

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 [added: brick and mortar] stores, [added: or if new stores do not perform as well as] we [added: anticipated, we] may need to change our planned growth in those [removed: areas.][added: markets.]

[removed: Further, our] [added: Our] substantial size can make it challenging to [removed: manage] [added: run] our complex operations effectively and to [removed: maintain appropriate] [added: manage suitable] internal resources and third party providers [added: with appropriate oversight] to support our business [removed: effectively.][added: effectively, including for administration, systems (including information technology systems), merchandising, sourcing, store operations, distribution, logistics, and compliance.]

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

These risks may increase [removed: as we continue to grow,] [added: with further growth,] particularly if we expand into additional countries.

If [removed: business information is not shared effectively, or if] we are [removed: otherwise] unable to manage our [removed: 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, or to otherwise meet customer [removed: demand,] [added: demand or expectations,] in new or existing markets or channels could negatively impact our performance.

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

Although our business model allows us greater flexibility than many traditional retailers to meet consumer [added: product] 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 [added: impact inventory turns, customer traffic and sales and] add difficulty in attracting new customers, retaining existing [removed: customers] [added: customers,] and encouraging frequent customer [removed: visits and] [added: visits, which] 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 [removed: platforms), which expectations may vary across demographics and geographies and may evolve rapidly.][added: platforms).]

Meeting these expectations effectively [added: generally] 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.

Although we use marketing to drive customer traffic through various media including television, radio, print, outdoor, digital/social media, email, [removed: mobile] [added: mobile,] and direct mail, some of our competitors [added: may] 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 [added: develop or] implement strategies with respect to rapidly evolving digital communication channels.

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

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

[removed: Consumer spending online has increased and] [added: E-commerce] may continue to increase, while our business is primarily in [added: brick and mortar] stores.

We compete on the basis of various factors affecting [removed: value, meaning] [added: value (which we define as] the combination of brand, fashion, price, and [removed: quality as well as] [added: quality) –] merchandise selection and freshness; banner name recognition and appeal; both in-store and online service and shopping experience; [removed: convenience] [added: convenience;] and store location.

Economic [removed: conditions,] [added: conditions] on a global level or in particular markets, [added: geopolitical uncertainty, and other factors creating uncertainty and instability] may adversely affect [added: consumer confidence and discretionary spending, which could affect] our financial performance.

[removed: Turmoil in the financial, equity and credit markets or other changes] [added: Changes] in economic conditions could adversely affect sources of liquidity available to us or our costs of [added: capital, including through] capital [removed: and] [added: markets,] could adversely affect plan asset values and investment performance, and increase our pension liabilities, [removed: expenses] [added: expenses,] and funding requirements and other related financial exposure with respect to company-sponsored and multiemployer pension plans.

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

Our business [added: has been and] may [added: continue to] be materially and adversely affected by the [added: impact of the] ongoing COVID-19 pandemic.

The temporary [removed: closure] [added: closures] of our stores, online businesses, [added: and] distribution [removed: centers] [added: centers,] and [removed: offices are expected] [added: additional operating expenses and other impacts from the ongoing pandemic, have had and may continue] to have an adverse impact on our [removed: results of] [added: business] operations, financial [removed: position] [added: position,] and liquidity.

[removed: Labor] [added: Our results and profitability could be adversely affected by labor] costs, including wage, pension and healthcare costs, [removed: and] [added: or] other challenges from our large [removed: workforce may adversely affect our results and profitability.][added: workforce.]

We have a large workforce, and our ability to meet our labor needs and control labor costs is subject to various [added: external] factors such as minimum wage laws and benefits requirements; market pressures, including prevailing wage rates and benefit levels and unemployment levels; changing demographics; economic conditions; interest rate changes; actuarial assumptions and methods; the costs of providing and managing retirement, [removed: health] [added: health,] and other employee benefits, including health and insurance costs; and a dynamic regulatory and policy environment, including with respect to health care, immigration, labor, employment, pension and other employee benefits, and taxes.

In addition, when wage rates or benefit levels [removed: increase] [added: have increased] in [removed: a market,] [added: particular markets,] increasing our wages or benefits has negatively impacted and may continue to negatively impact our 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 [removed: suffer, which could negatively impact our results.][added: suffer.]

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

[removed: Other] [added: Certain of our] Associates in Europe are members of works councils, which may subject us to additional requirements, actions or expense.

Our performance [added: also] depends on recruiting, hiring, developing, [removed: training] [added: training,] and retaining talented Associates in key areas such as buying and management.

OPERATIONAL AND STRATEGIC RISKS

After COVID-19 emerged and spread worldwide, the World Health Organization declared COVID-19 a pandemic in March 2020.

National, state and local governments as well as private entities began issuing various restrictions, including travel restrictions, restrictions on public gatherings, limitations on business operations, stay at home orders and advisories, and quarantining protocols.

For example, during the time our facilities were closed in the first half of fiscal 2021 and our day-to-day retail operations were suspended, we were unable to generate sales.

At the same time, we continued to incur expenses, including labor, occupancy and other costs, such as continued pay for certain Associates during closures, continued employee benefits coverage for eligible Associates during temporary furloughs at no cost to impacted Associates in the U.S. and Canada and comparable actions with respect to portions of our TJX Europe workforce.

As our stores and facilities reopened, we implemented new practices and protocols, including enhanced cleaning protocols, occupancy limitations, and additional health and safety protocols that resulted in additional payroll and continued or increased expenses while potentially impacting sales opportunities.

Many stores have had additional temporary closures since we began reopening in May 2020, with the vast majority of the closures in Europe and Canada, and some stores and facilities are currently closed and/or may be closed again in the future, further adversely impacting sales opportunities.

Some of these pandemic-related expenses and/or operational limits have continued into the beginning of fiscal 2022 and we expect they may continue to some extent in the future.

In addition, the pandemic may have changed our Associates’ willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of health concerns, economic pressures or otherwise.

Further, changes in our customers’ willingness to shop our stores, the levels of our customers’ spending at our stores, and the more general impact of the ongoing pandemic on the economy and consumer discretionary spending (for example, as a result of erosion in consumer sentiment or the impact of high unemployment or otherwise) have also impacted and may continue to impact our business operations, financial performance, and liquidity.

We have seen reduced customer traffic and sales declines in most of our divisions.

These declines could continue or accelerate for the remainder of the pandemic and beyond.

In addition, market conditions and the impact of the pandemic on the global economy have impacted and may continue to impact the financial viability or business operations of some of our suppliers and transportation or logistics providers, which has interrupted and increased costs for, and may in the future interrupt and further increase costs for, our supply chain and could require additional changes to our operations.

The extent of the impact of the COVID-19 pandemic on our business will depend on future developments, which remain highly uncertain and difficult to predict, including the duration, severity and sustained geographic spread of the pandemic, additional waves of increased infections, the virulence and spread of different strains of the virus, and the extent to which associated prevention, containment, remediation and treatment efforts, including global vaccination programs, are successful.

Our opportunistic buying strategy places considerable discretion with our merchants.

They typically buy throughout the year, with much of our merchandise purchased for the current or immediately upcoming season.

If they do not make assessments accurately or otherwise cannot execute our strategy in an effective or timely way, our customer traffic and our sales, margins, and other financial results could be adversely affected.

The ongoing COVID-19 pandemic has impacted, and may continue to impact, execution of our opportunistic buying strategy and inventory management.

Our ability to allocate, deliver and maintain an appropriate mix and level of inventory was also impacted during fiscal 2021 by temporary closures of our stores, distribution centers, and e-commerce sites, including by affecting decisions on mark-downs, pack-away, and perishables, particularly in the second quarter when our stores and distribution centers reopened after the first temporary closures, and by other operational and market changes related to the global pandemic.

If our marketing efforts are not as successful or cost effective as anticipated, our revenue and results of operations could be adversely affected.

Trends and preferences in markets may differ from what we anticipate, and could change rapidly, as they did during fiscal 2021 in connection with the ongoing COVID-19 pandemic.

These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors, such as the COVID-19 pandemic’s impact on consumers’ comfort levels in visiting stores as well as their expectations for our stores, including health and safety protocols.

During fiscal 2021, additional regulations or health and safety concerns related to the ongoing pandemic impacted our competitors differently, based on factors such as location, sales channel strategy, merchandising strategy and others.

Consumer spending online, which has been increasing, also appears to have accelerated as a result of the COVID-19 pandemic.

Failure to continue to expand our business successfully could adversely affect our financial results

Growth can add complexity to effective information sharing and requires significant attention from our management and other functions across our business.

It also requires appropriately staffing and training an increased number of Associates and/or managing appropriate third-party providers.

The size and scale of our business also creates challenges in effectively managing, training, retaining, and engaging a large, disparate workforce.

These challenges may be exacerbated if a large portion of our workforce is unable to work on site, temporarily furloughed or working remotely, as was the case during parts of fiscal 2021.

If we are unable to manage our size and scale effectively, our results of operations may be adversely affected.

We source our merchandise globally, which subjects us to risks, including when moving merchandise internationally.

Our Associates are key to supporting our business and operations effectively, and increased labor costs put pressure on our operating expenses, which could adversely affect our financial results.

Additionally, many Associates in our distribution centers are members of unions.

In addition, due to the ongoing COVID-19 pandemic, we have faced and may continue to face additional challenges in recruiting sufficient talent due to health and safety concerns and disruption to the availability of school or childcare, among other factors, as well as the challenges in engaging, overseeing and training those Associates who would typically work from our offices, most of whom have been working remotely since March 2020.

Changes in the business landscape and the increase of remote working for our Associates, service providers, and other third parties have the potential to increase the likelihood of system damage or disruption and increase the risk of a data security compromise.

These factors have led to additional mitigation strategies and investments across our IT Security workforce, technologies, and processes.

This kind of reputational damage could occur locally or globally and could impact our company or our individual retail banners.

EXTERNAL AND ECONOMIC RISKS

Consumer confidence and discretionary spending can be affected by various economic conditions, both on a global level and in particular markets, that can, in turn, affect our business or the retail industry generally.

These factors include, among others, economic recession; unemployment levels; availability of disposable income and actual and perceived wealth; actual or perceived declines in consumer purchasing power; health care costs; costs of oil, gas, and other commodities; interest rates and tax rates and related policies; weakness in the housing market and housing costs; volatility in capital markets; credit availability; and inflation and deflation.

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.

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

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

Managing growth effectively can be difficult.

Various circumstances could adversely affect our expansion plans.

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.

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.

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

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

Economic conditions, both on a global level and in particular markets, including unemployment levels; availability of disposable income and actual and perceived wealth; 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 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 uncertainty related to U.S. trade policy and the implementation of tariff policies, as well as ongoing discussions and uncertainty related to negotiations following the U.K.'s withdrawal in January 2020 from the European 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.

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.

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.

We believe that building the brand reputation of our company and our retail banners is important to our continuing success.

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

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 adverse events involving our directors, executives or other Associates.

We rely on our vendors to provide quality merchandise that complies with applicable product safety laws, labeling requirements and other applicable laws, but they may not comply with their obligations to do so.

These legal, regulatory and administrative requirements collectively affect multiple aspects of our business, including the cost of providing health care and retirement benefits, workforce management, logistics, marketing, import/export, sourcing and manufacturing, tax, data protection and others.

–health and welfare regulations;

For example, the ongoing uncertainty around Brexit, including relating to the range of possible outcomes as the U.K. negotiates its post-Brexit relationship with the European Union, has required us to consider and in some cases implement strategies for mitigating potential disruptions to our supply chain.

Further, applicable accounting principles and interpretations may change from time to time, and the changes could have material effects on our future or previously reported financial results.

Adverse weather can similarly affect our operations in impacted areas.

We are subject to various risks of sourcing merchandise from others, particularly other countries, including risks related to moving merchandise internationally.

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.

TJX provides projections and other forward-looking statements in the following discussions particularly relating to [removed: the Company’s] [added: our] future financial performance.

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

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

The discussion that follows relates to our 52-week fiscal [removed: year] [added: years] ended [removed: February 1, 2020] [added: January 30, 2021] (fiscal [removed: 2020)] [added: 2021)] and [removed: our 52-week fiscal year ended] February [removed: 2, 2019] [added: 1, 2020] (fiscal [removed: 2019).][added: 2020).]

Discussions of fiscal [removed: 2018] [added: 2019] items and year-to-year comparisons between fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2018] [added: 2019] 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 [removed: 2, 2019.][added: 1, 2020.]

We [removed: sell] [added: do this by selling] a rapidly changing assortment of apparel, home fashions and other 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 operate over 4,500 stores [removed: and have] [added: through our] four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and 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).

Highlights of our financial performance for fiscal [removed: 2020] [added: 2021] include the following:

[removed: –Net] [added: –Net] sales [removed: increased] [added: decreased 23%] to [removed: $41.7] [added: $32.1] billion for fiscal [removed: 2020, up 7% over] [added: 2021, versus] fiscal [removed: 2019.][added: 2020 sales of $41.7 billion.]

[removed: At February 1, 2020,] [added: As of January 30, 2021,] the number of stores in operation [added: (including stores that had been temporarily closed due to COVID-19)] increased [removed: 5%] [added: 1%] and selling square footage increased [removed: 4% over] [added: 1% compared to] the end of fiscal [removed: 2019.][added: 2020.]

–Diluted earnings per share for fiscal [removed: 2020] [added: 2021] were [added: $0.07 versus] $2.67 [removed: compared to $2.43] per share in fiscal [removed: 2019.][added: 2020.]

[removed: –Our fiscal 2020 pre-tax] [added: –Pre-tax] margin (the ratio of pre-tax income to net sales) [added: for fiscal 2021] was [removed: 10.6%,] [added: 0.3%,] a [removed: 0.1] [added: 10.3] percentage point decrease compared [removed: to 10.7%] [added: with 10.6%] in fiscal [removed: 2019.][added: 2020.]

–Our cost of sales, including buying and occupancy costs, ratio for fiscal [removed: 2020] [added: 2021] was [removed: 71.5%] [added: 76.3%,] a [removed: 0.1] [added: 4.8] percentage point increase compared [removed: to 71.4%] [added: with 71.5%] in fiscal [removed: 2019.][added: 2020.]

–Our selling, general and administrative (“SG&A”) expense ratio for fiscal [removed: 2020] [added: 2021] was [removed: 17.9%,] [added: 21.8%,] a [removed: 0.1] [added: 3.9] percentage point increase compared [removed: to 17.8%] [added: with 17.9%] in fiscal [removed: 2019.][added: 2020.]

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce [removed: businesses, increased 4%] [added: sites and Sierra stores, were down 21%] on [removed: both] a reported basis and [added: down 22% on] a constant currency basis at the end of fiscal [removed: 2020] [added: 2021] as compared to [added: a 4% increase in average per store inventories on both a reported and constant currency basis at] the [removed: prior year.][added: end of fiscal 2020.]

[removed: The] [added: After a novel coronavirus disease (“COVID-19”) emerged and spread worldwide, the] World Health Organization [removed: has] declared COVID-19 a pandemic [removed: resulting] in [removed: federal,] [added: March 2020, and national,] state and local governments and private entities [removed: mandating] [added: began issuing] various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and [removed: quarantining of people who may have been exposed to the virus.][added: quarantine or isolation protocols.]

[removed: 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] [added: We temporarily] closed all of [removed: its stores for at least two weeks and has temporarily closed its] [added: our stores,] online businesses, [removed: its] distribution centers and [removed: its] offices [added: in March 2020,] with Associates working remotely where possible.

[removed: The Company continues] [added: We continue] to monitor developments, including government requirements and recommendations at the [removed: federal, state] [added: national, state,] and local level [removed: to evaluate] [added: that could result in] possible [removed: extensions] [added: additional impacts] to [removed: all or part of such closures.][added: our operations.]

The temporary closure of our stores [removed: is expected to have an adverse] [added: had a material] impact on our results of operations, financial position and liquidity.

[removed: At this point, we cannot reasonably estimate the duration] [added: These] and [removed: severity of this pandemic, which could] [added: other factors] have [added: had and may continue to have] a material [removed: adverse] impact on our business, results of operations, financial position and cash flows.

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

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

[removed: Any] [added: These additional] customs duties [removed: may also] [added: and the related operational costs are likely to] impact the profitability of our European division, at least in the short term.

New immigration requirements between the [removed: UK] [added: U.K.] and EU countries may also have a negative impact on our ability to recruit and retain current and future talent in the region.

In addition to these operational impacts, factors including changes in [added: legislation,] 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.

Net sales for fiscal [removed: 2020] [added: 2021] totaled [removed: $41.7] [added: $32.1] billion, a [removed: 7% increase] [added: 23% decrease] over fiscal [removed: 2019.][added: 2020.]

Net sales from our e-commerce businesses combined amounted to approximately [removed: 2%] [added: 3%] of total [removed: sales and had an immaterial impact on fiscal 2020 sales growth.][added: sales.]

| | | | Fiscal [removed: 2020] [added: 2021] | | | Fiscal [removed: 2019] [added: 2020] | | | | | |

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

| South (including Puerto Rico) | | | [removed: 25] [added: 27] | | [removed: %] | 25 | | [removed: %] | | | |

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

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

| Europe | | | [removed: 13] [added: 11] | | [removed: %] | 13 | | [removed: %] | | | |

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

[removed: We define] [added: Historically, we defined] comparable store [removed: sales (“comp sales”)] [added: sales, or comp 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.

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

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

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

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

[removed: For] [added: Beginning in] fiscal [removed: 2020 results,] [added: 2020,] Sierra stores that otherwise fit the comp store definition are included in comp stores in our Marmaxx segment.

Our 52-week fiscal year ended February 2, 2019 is referred to as fiscal 2019 and our 52-week fiscal year ended January 29, 2022 is referred to as fiscal 2022.

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

Impact of the COVID-19 Pandemic

During April 2020, we temporarily furloughed the majority of hourly store and distribution center Associates in the U.S. and Canada, with employee benefits coverage for eligible Associates continuing during the temporary furlough at no cost to impacted Associates.

We also took comparable actions with respect to portions of our European and Australian workforces.

When we began to reopen stores and distribution centers in May 2020, we implemented new health and safety practices, including practices related to personal protective equipment, enhanced cleaning and social distancing protocols.

Early in the fourth quarter of fiscal 2021, in response to increasing cases of COVID-19, hundreds of our stores had additional temporary closures, the vast majority being in Europe and Canada, and additional stores may close temporarily in the future.

Our results for fiscal 2021 were negatively impacted by the temporary closure of our stores for approximately 24% of fiscal 2021 in the aggregate.

This represents total store days closed due to the COVID-19 pandemic as a percentage of potential total store days open.

See additional details below by segment.

| | | | | | | | | |

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

| | | | | | | Fiscal 2021 | | |

| Marmaxx | | | | | | 20 | | % |

| HomeGoods | | | | | | 20 | | |

| TJX Canada | | | | | | 29 | | |

| TJX International | | | | | | 36 | | |

| Total | | | | | | 24 | | % |

As of March 30, 2021, we had approximately 580 stores, primarily in Europe, that were temporarily closed due to government mandates in response to the COVID-19 global pandemic.

We expect closures in Europe and Canada to impact our first quarter fiscal 2022 results as stores are expected to be closed for approximately 71% and 12% of the quarter, respectively.

Although the majority of our Germany and Netherlands stores were reopened by the end of March, additional operating restrictions have been imposed, including appointment requirements, limited business hours and capacity constraints.

In total, based on current restrictions, we expect stores to be closed for approximately 12% of the first quarter of fiscal 2022.

All of our e-commerce businesses remain open, including tkmaxx.com in the U.K.

In addition to the temporary closures and reopenings of our stores and other facilities, the ongoing COVID-19 pandemic has led to modifications to our operations, including the implementation of health and safety protocols, and has impacted consumer behavior.

The continued scope and impact of the pandemic is unpredictable and has in the past caused, currently causes, and may continue to cause additional intermittent or prolonged periods of temporary store closures, and may result in additional changes in consumer demand and behavior or require further modifications to our operations.

These potential impacts may lead to increased asset recovery and valuation risks, such as impairment of our stores and other assets and an inability to realize deferred tax assets due to sustaining losses in certain jurisdictions.

The uncertainties in the global economy may also impact the financial viability or business operations of some of our suppliers and service providers (including transportation and logistics providers), which may interrupt our supply chain, and require other changes to our operations.

Store and Associate Actions

We have taken numerous steps designed to protect the health and well-being of our Associates and customers to operate more safely in light of the COVID-19 pandemic.

We established several global task force teams focused on a broad range of strategies to navigate the Company through this global health crisis.

Globally, we have put in place practices including social distancing protocols (which include occupancy limits and reducing in-store inventory levels), access to personal protective equipment and enhanced cleaning efforts.

For example, upon reopening our stores, we installed protective shields at registers, encouraged social distancing through regular in-store announcements, signage, and markers in our queue lines, implemented new processes for handling merchandise returns, and instituted new cleaning regimens, including enhanced cleaning of high-touch surfaces, such as shopping carts, throughout the day.

Further, in many locations, including where mandated, we have required that shoppers wear a face covering in stores.

Financial Actions

Balance Sheet, Cash Flow and Liquidity

As further detailed below in *Results of Operations*, this impact included a 23% decrease in net sales for fiscal 2021 compared to the same period last year, resulting in a significant decline in net profit for the full fiscal year.

During fiscal 2021, we generated $4.6 billion of operating cash flows and ended the year with $10.5 billion of cash.

In addition, we increased our borrowing capacity by entering into a $500 million 364 Day Revolving Credit Facility, making a total of $1.5 billion available to us under revolving credit facilities.

In the first quarter of fiscal 2021, TJX issued $4 billion aggregate principal amount of notes.

During the fourth quarter of fiscal 2021, we issued $1 billion in aggregate principal amount of notes and accepted $1.1 billion in combined aggregate principal amount of certain of its notes issued in the first quarter of fiscal 2021 pursuant to cash tender offers.

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

The fiscal 2020 increase was driven primarily by an increase in customer traffic at each of our four segments.

–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.

In February 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.

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.

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

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.

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.

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.

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

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

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.

We continue to monitor the developments very closely and have started to see margin pressure based on the tariffs currently in place on the goods sourced directly from China.

The impact on vendor and competitor pricing, consumer demand, potential tariff pass-throughs and the fluctuation of the Chinese currency remains uncertain.

The increase reflected a 4% increase from comp stores and a 4% increase from non-comp sales.

Foreign currency had a 1% negative impact in fiscal 2020.

Consolidated net sales for fiscal 2019 totaled $39.0 billion, a 9% increase over fiscal 2018.

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.

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

| Subtotal | | | 76 | | % | 76 | | % | | | |

Comparable Store Sales

Comp sales increases across all of our segments for fiscal 2020 were primarily due to an increase in customer traffic.

As more fully described in Note [removed: E—Financial] [added: F—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 have performed a sensitivity analysis assuming a hypothetical 10% [removed: 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.

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

The analysis indicated a potential impact of approximately $38 million on our pre-tax income in fiscal 2021 and approximately $82 million in fiscal 2020.

As of February 1, 2020 and February 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 $82 million and $84 million, in fiscal years 2020 and 2019, respectively.

We have over 4,500 stores [added: and four distinctive branded e-commerce sites] 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.

[removed: Our] [added: In our] stores [removed: are known for] [added: and online, we offer consumers] our value proposition of brand, fashion, price and quality.

We reach a broad range of customers across income levels with our value [removed: proposition.][added: proposition on a wide range of items.]

In this report, fiscal [removed: 2020] [added: 2021] means the fiscal year ended [removed: February 1, 2020;] [added: January 30, 2021;] fiscal [removed: 2019] [added: 2020] means the fiscal year ended February [removed: 2, 2019] [added: 1, 2020] and fiscal [removed: 2018] [added: 2019] means the fiscal year ended February [removed: 3, 2018.][added: 2, 2019.]

Fiscal [removed: 2021] [added: 2022] means the fiscal year ending January [removed: 30, 2021.][added: 29, 2022.]

Unless otherwise indicated, all store information in this Item 1 is as of [removed: February 1, 2020,] [added: January 30, 2021,] and references to store square footage are to gross square feet.

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: 2,403] [added: 2,402] stores.

Our HomeGoods segment, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 809] [added: 821] 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: 32] [added: 34] 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.

Acquired [added: as a five-store chain] in 1990, Winners is [added: now] the leading off-price apparel and home fashions retailer in Canada.

The merchandise offering at its [removed: 279] [added: 280] stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry, and The Runway, a designer section.

HomeSense has [removed: 137] [added: 143] stores with a merchandise mix of home fashions similar to HomeGoods in the U.S. We brought Marshalls to Canada in [removed: 2011 and operate 97 Marshalls stores in Canada.][added: 2011.]

[removed: As with] [added: We operate 102] Marshalls [added: stores] in [added: Canada and, similar to Marshalls in] the U.S., our Canadian [removed: Marshalls] stores offer an expanded footwear department and The Cube juniors’ department, differentiating them from Winners stores.

With [removed: 594] [added: 602] stores, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

The merchandise offering at T.K. Maxx in Australia's [removed: 54] [added: 62] stores is comparable to T.J. Maxx.

Sierra is an off-price retailer of brand name and quality outdoor gear, family apparel [removed: and footwear,] [added: (including footwear),] sporting goods and home fashions.

Sierra operates sierra.com and [removed: 46] [added: 48] retail stores in the U.S. The results of Sierra are included in our Marmaxx segment.

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

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

Manufacturers, retailers and other vendors make up our expansive universe of [removed: more than] [added: approximately] 21,000 vendors, which provides us substantial and diversified access to merchandise.

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 typically pay [removed: promptly;] [added: promptly according to our payment terms;] 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 an excellent credit rating.

We design our stores to provide a pleasant, convenient shopping environment [removed: but, relative to other retailers, do not spend] [added: without spending] heavily on store fixtures.

We operate distribution centers encompassing approximately [removed: 19] [added: 22] million square feet in six countries.

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

| | | | [removed: | | |] Fiscal [removed: 2019 | | | Fiscal] 2020 | | | [added: Fiscal 2021] | | | | | | | | | | | |

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

| T.J. Maxx | | | 27,000 | | | [removed: 1,252 | | | 1,273 | | |] [added: 1,273] | | | [added: 1,271] | | | | | | | | |

| Marshalls | | | 29,000 | | | [removed: 1,091 | | | 1,130 | | |] [added: 1,130] | | | [added: 1,131] | | | | | | | | |

| Total Marmaxx | | | | | | [removed: 2,343] [added: 2,403] | | | [removed: 2,403] [added: 2,402] | | | 3,000 | | | | | | [removed: | | | | | |]

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

| HomeGoods | | | 23,000 | | | [removed: 749 | | | 809 | | |] [added: 809] | | | [added: 821] | | | | | | | | |

| Homesense | | | 27,000 | | | [removed: 16 | | | 32 | | |] [added: 32] | | | [added: 34] | | | | | | | | |

| Total HomeGoods | | | | | | [removed: 765 | | | 841 | | | 1,400] [added: 841] | | | [added: 855] | | | [added: 1,500] | | | | | |

| TJX Canada: | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Winners | | | 27,000 | | | [removed: 271 | | | 279 | | |] [added: 279] | | | [added: 280] | | | | | | | | |

| HomeSense | | | 23,000 | | | [removed: 125 | | | 137 | | |] [added: 137] | | | [added: 143] | | | | | | | | |

| Marshalls | | | 27,000 | | | [removed: 88 | | | 97 | | |] [added: 97] | | | [added: 102] | | | | | | | | |

| Total TJX Canada | | | | | | [removed: 484 | | | 513 | | | 600] [added: 513] | | | [added: 525] | | | [added: 650] | | | | | |

| TJX International: | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| T.K. Maxx (Europe) | | | 28,000 | | | [removed: 567 | | | 594 | | |] [added: 594] | | | [added: 602] | | | | | | | | |

During fiscal 2021, our business operations were impacted by the COVID-19 pandemic.

In addition to the temporary closures and reopenings of our stores and other facilities, the pandemic has led to modifications of our operations, including the implementation of health and safety protocols, and has had an impact on our results of operations, financial position and liquidity, as well as consumer behavior.

See *Risk Factors* and *Management’s Discussion and Analysis of Financial Condition* a*nd Results of Operations* below for more information.

During the fourth quarter of fiscal 2021, we announced our plan to make online shopping available on www.homegoods.com in late fiscal 2022.

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

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

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

Human Capital

Approximately 86% of these Associates worked in our retail stores.

Many Associates in our distribution centers in the United States and Canada are covered by collective bargaining agreements and other Associates are members of works councils in Europe.

We believe our Associates are key to our business success.

*Focus on Health, Safety and Well-being during the COVID-19 Pandemic*

In response to the COVID-19 pandemic, we developed and implemented new practices that prioritized the health and safety of our Associates and customers, and reopened stores only when practices were in place, including social distancing protocols, access to personal protective equipment, occupancy limits and enhanced cleaning regimens.

During fiscal 2021, we also continued to pay or provide benefits for eligible Associates during temporary closures, provided appreciation bonuses to the majority of our store and distribution center Associates, and enhanced our mental health resources and other wellness offerings.

*Workplace and Culture*

We work to foster a strong, supportive culture where Associates at TJX feel welcome in the Company, valued for their contributions, and engaged with our business mission.

We use defined cultural factors and leadership competencies throughout our global business to express our organizational values, such as personal integrity, relationship-building and collaboration, and respect for our business model, and to promote consistency in leadership development.

Our policies and practices, including our open-door philosophy, encourage open and honest communication and engagement with the business.

*Inclusion and Diversity*

We strive to create an inclusive workplace, where Associates are inspired to work hard, challenge themselves, and be innovative in their thinking, and we believe the diversity of our Associates strengthens our business.

We have expanded our education programs and resources, including training on unconscious biases, and we sponsor a variety of affinity resource groups to support Associate networking and development.

During fiscal 2021 we accelerated our efforts on inclusion and diversity, including those related to racial justice, and have begun to deploy a global, four-phase strategy to drive these efforts.

*Training and Career Development*

We are highly focused on teaching and mentoring to support the career growth and success of our Associates, and we believe these efforts have promoted stability and expertise in our workforce.

Training happens broadly throughout the organization, from informal mentoring and direct training to a range of career and leadership development programs such as our TJX University for merchandising Associates.

*Compensation and Rewards*

Our compensation programs are designed to pay our Associates competitively in the market and based on their skills, qualifications, role, and abilities.

Our approach to compensation across the organization reflects our global total rewards principles, which include encouraging teamwork and collaboration, being fair and equitable, and sharing in the success of the Company.

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

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

Employees

See [](#i0526f28cd26649d4a1b64a0d46c866e1_196)[Note O—Contingent Obligations, Contingencies, and Commitments](#i0526f28cd26649d4a1b64a0d46c866e1_196) of Notes to Consolidated Financial Statements for information on legal proceedings.

TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of our business.

In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly Associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes.

The lawsuits are in various procedural stages and seek monetary damages, injunctive relief and attorneys’ fees.

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

For the fiscal year ended [removed: February 1, 2020][added: January 30, 2021]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on August [removed: 3, 2019,] [added: 1, 2020,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $63.3] [added: $62.3] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,197,698,188] [added: 1,205,970,255] shares of the registrant’s common stock, $1.00 par value, outstanding as of [removed: February 29, 2020.][added: March 26, 2021.]

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: 9, 2020] [added: 8, 2021] (Part III).

This Form 10-K and our [removed: 2019] [added: 2020] 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: 2019] [added: 2020] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

| [ITEM 1. [removed: Business](#i83765ad0e48f4b638d311352003d3346_13)] [added: Business](#i0526f28cd26649d4a1b64a0d46c866e1_16)] | | | [removed: [4](#i83765ad0e48f4b638d311352003d3346_13)] [added: [4](#i0526f28cd26649d4a1b64a0d46c866e1_16)] | | |

| [ITEM 1A. Risk [removed: Factors](#i83765ad0e48f4b638d311352003d3346_16)] [added: Factors](#i0526f28cd26649d4a1b64a0d46c866e1_19)] | | | [removed: [9](#i83765ad0e48f4b638d311352003d3346_16)] [added: [10](#i0526f28cd26649d4a1b64a0d46c866e1_19)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments](#i83765ad0e48f4b638d311352003d3346_19)] [added: Comments](#i0526f28cd26649d4a1b64a0d46c866e1_22)] | | | [removed: [18](#i83765ad0e48f4b638d311352003d3346_19)] [added: [20](#i0526f28cd26649d4a1b64a0d46c866e1_22)] | | |

| [ITEM 2. [removed: Properties](#i83765ad0e48f4b638d311352003d3346_22)] [added: Properties](#i0526f28cd26649d4a1b64a0d46c866e1_25)] | | | [removed: [18](#i83765ad0e48f4b638d311352003d3346_22)] [added: [20](#i0526f28cd26649d4a1b64a0d46c866e1_25)] | | |

| [ITEM 3. Legal [removed: Proceedings](#i83765ad0e48f4b638d311352003d3346_25)] [added: Proceedings](#i0526f28cd26649d4a1b64a0d46c866e1_28)] | | | [removed: [21](#i83765ad0e48f4b638d311352003d3346_25)] [added: [23](#i0526f28cd26649d4a1b64a0d46c866e1_28)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures](#i83765ad0e48f4b638d311352003d3346_28)] [added: Disclosures](#i0526f28cd26649d4a1b64a0d46c866e1_31)] | | | [removed: [21](#i83765ad0e48f4b638d311352003d3346_28)] [added: [23](#i0526f28cd26649d4a1b64a0d46c866e1_31)] | | |

| [ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i83765ad0e48f4b638d311352003d3346_34)] [added: Securities](#i0526f28cd26649d4a1b64a0d46c866e1_37)] | | | [removed: [22](#i83765ad0e48f4b638d311352003d3346_34)] [added: [24](#i0526f28cd26649d4a1b64a0d46c866e1_37)] | | |

| [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i83765ad0e48f4b638d311352003d3346_40)] [added: Operation](#i0526f28cd26649d4a1b64a0d46c866e1_43)] | | | [removed: [23](#i83765ad0e48f4b638d311352003d3346_40)] [added: [25](#i0526f28cd26649d4a1b64a0d46c866e1_43)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosure about Market [removed: Risk](#i83765ad0e48f4b638d311352003d3346_76)] [added: Risk](#i0526f28cd26649d4a1b64a0d46c866e1_79)] | | | [removed: [37](#i83765ad0e48f4b638d311352003d3346_76)] [added: [40](#i0526f28cd26649d4a1b64a0d46c866e1_79)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data](#i83765ad0e48f4b638d311352003d3346_79)] [added: Data](#i0526f28cd26649d4a1b64a0d46c866e1_82)] | | | [removed: [37](#i83765ad0e48f4b638d311352003d3346_79)] [added: [40](#i0526f28cd26649d4a1b64a0d46c866e1_82)] | | |

| [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i83765ad0e48f4b638d311352003d3346_82)] [added: Disclosure](#i0526f28cd26649d4a1b64a0d46c866e1_85)] | | | [removed: [37](#i83765ad0e48f4b638d311352003d3346_82)] [added: [40](#i0526f28cd26649d4a1b64a0d46c866e1_85)] | | |

| [ITEM 9A. Controls and [removed: Procedures](#i83765ad0e48f4b638d311352003d3346_85)] [added: Procedures](#i0526f28cd26649d4a1b64a0d46c866e1_88)] | | | [removed: [38](#i83765ad0e48f4b638d311352003d3346_85)] [added: [41](#i0526f28cd26649d4a1b64a0d46c866e1_88)] | | |

| [ITEM 9B. Other [removed: Information](#i83765ad0e48f4b638d311352003d3346_88)] [added: Information](#i0526f28cd26649d4a1b64a0d46c866e1_91)] | | | [removed: [38](#i83765ad0e48f4b638d311352003d3346_88)] [added: [41](#i0526f28cd26649d4a1b64a0d46c866e1_91)] | | |

| [PART [removed: III](#i83765ad0e48f4b638d311352003d3346_91)] [added: III](#i0526f28cd26649d4a1b64a0d46c866e1_94)] | | | | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance](#i83765ad0e48f4b638d311352003d3346_94)] [added: Governance](#i0526f28cd26649d4a1b64a0d46c866e1_97)] | | | [removed: [39](#i83765ad0e48f4b638d311352003d3346_94)] [added: [42](#i0526f28cd26649d4a1b64a0d46c866e1_97)] | | |

| [ITEM 11. Executive [removed: Compensation](#i83765ad0e48f4b638d311352003d3346_97)] [added: Compensation](#i0526f28cd26649d4a1b64a0d46c866e1_100)] | | | [removed: [39](#i83765ad0e48f4b638d311352003d3346_97)] [added: [42](#i0526f28cd26649d4a1b64a0d46c866e1_100)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i83765ad0e48f4b638d311352003d3346_100)] [added: Matters](#i0526f28cd26649d4a1b64a0d46c866e1_103)] | | | [removed: [39](#i83765ad0e48f4b638d311352003d3346_100)] [added: [42](#i0526f28cd26649d4a1b64a0d46c866e1_103)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i83765ad0e48f4b638d311352003d3346_103)] [added: Independence](#i0526f28cd26649d4a1b64a0d46c866e1_106)] | | | [removed: [39](#i83765ad0e48f4b638d311352003d3346_103)] [added: [42](#i0526f28cd26649d4a1b64a0d46c866e1_106)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services](#i83765ad0e48f4b638d311352003d3346_106)] [added: Services](#i0526f28cd26649d4a1b64a0d46c866e1_109)] | | | [removed: [39](#i83765ad0e48f4b638d311352003d3346_106)] [added: [42](#i0526f28cd26649d4a1b64a0d46c866e1_109)] | | |

| [ITEM 15. Exhibits, Financial Statement [removed: Schedules](#i83765ad0e48f4b638d311352003d3346_112)] [added: Schedules](#i0526f28cd26649d4a1b64a0d46c866e1_115)] | | | [removed: [40](#i83765ad0e48f4b638d311352003d3346_112)] [added: [43](#i0526f28cd26649d4a1b64a0d46c866e1_115)] | | |

| [ITEM 16. Form 10-K [removed: Summary](#i83765ad0e48f4b638d311352003d3346_2335)] [added: Summary](#i0526f28cd26649d4a1b64a0d46c866e1_124)] | | | [removed: [43](#i83765ad0e48f4b638d311352003d3346_2335)] [added: [47](#i0526f28cd26649d4a1b64a0d46c866e1_124)] | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of

the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| [PART I](#i0526f28cd26649d4a1b64a0d46c866e1_13) | | | | | |

| [PART II](#i0526f28cd26649d4a1b64a0d46c866e1_34) | | | | | |

| [ITEM 6.](#i0526f28cd26649d4a1b64a0d46c866e1_40) [R](#i0526f28cd26649d4a1b64a0d46c866e1_40)[eserved](#i0526f28cd26649d4a1b64a0d46c866e1_40) | | | [24](#i0526f28cd26649d4a1b64a0d46c866e1_40) | | |

| [PART IV](#i0526f28cd26649d4a1b64a0d46c866e1_112) | | | | | |

| [SIGNATURES](#i0526f28cd26649d4a1b64a0d46c866e1_127) | | | [48](#i0526f28cd26649d4a1b64a0d46c866e1_127) | | |

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

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

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

| [PART IV](#i83765ad0e48f4b638d311352003d3346_109) | | | | | |

| [S](#i83765ad0e48f4b638d311352003d3346_124)[I](#i83765ad0e48f4b638d311352003d3346_124)[GNATURES](#i83765ad0e48f4b638d311352003d3346_124) | | | [44](#i83765ad0e48f4b638d311352003d3346_124) | | |

[removed: Many] [added: Some] of the Company's leases have options to terminate prior to the lease expiration date.

Our divisions operated stores in the following locations at the end of fiscal [removed: 2020;] [added: 2021;] store counts below include both banners within a combo or a superstore:

| Connecticut | | | 52 | | | 1 | | | [removed: 18] [added: 19] | | | [removed: 71] [added: 72] | | |

| District of Columbia | | | [removed: 8] [added: 7] | | | — | | | — | | | [removed: 8] [added: 7] | | |

| Florida | | | 193 | | | — | | | [removed: 72] [added: 73] | | | [removed: 265] [added: 266] | | |

| Illinois | | | 100 | | | 4 | | | [removed: 32] [added: 33] | | | [removed: 136] [added: 137] | | |

| Indiana | | | [removed: 39] [added: 40] | | | — | | | 10 | | | [removed: 49] [added: 50] | | |

| Maryland | | | [removed: 55] [added: 56] | | | 1 | | | [removed: 23] [added: 24] | | | [removed: 79] [added: 81] | | |

| Minnesota | | | 34 | | | [removed: 3] [added: 5] | | | [removed: 14] [added: 15] | | | [removed: 51] [added: 54] | | |

| Missouri | | | 36 | | | — | | | [removed: 10] [added: 11] | | | [removed: 46] [added: 47] | | |

| New Jersey | | | [removed: 91] [added: 92] | | | 4 | | | [removed: 50] [added: 52] | | | [removed: 145] [added: 148] | | |

| North Carolina | | | 65 | | | — | | | [removed: 21] [added: 23] | | | [removed: 86] [added: 88] | | |

| Oklahoma | | | 19 | | | — | | | [removed: 3] [added: 4] | | | [removed: 22] [added: 23] | | |

| Tennessee | | | [removed: 46] [added: 47] | | | — | | | 11 | | | [removed: 57] [added: 58] | | |

| Washington | | | [removed: 42] [added: 41] | | | 2 | | | 15 | | | [removed: 59] [added: 58] | | |

| Total Stores | | | [removed: 2,403 | | | 46 | | | 841 | | | 3,290] [added: 62] | | |

| Alberta | | | 36 | | | [removed: 20] [added: 21] | | | [removed: 16] [added: 17] | | | [removed: 72] [added: 74] | | |

| British Columbia | | | 38 | | | [removed: 21] [added: 22] | | | [removed: 7] [added: 8] | | | [removed: 66] [added: 68] | | |

| Quebec | | | 49 | | | [removed: 19] [added: 20] | | | 15 | | | [removed: 83] [added: 84] | | |

| Austria | | | [removed: 13] [added: 14] | | | — | | | [removed: 13] [added: 14] | | |

| The Netherlands | | | [removed: 12] [added: 13] | | | — | | | [removed: 12] [added: 13] | | |

| Australian Capital Territory | | | [removed: 2] [added: 3] | | |

| New South Wales | | | [removed: 17] [added: 20] | | |

| Victoria | | | [removed: 13] [added: 16] | | |

| Total Stores | | | [removed: 54] [added: 602] | | | [added: 78 | | | 680 | | |]

The following is a summary of our primary owned and leased distribution and fulfillment centers [removed: and primary administrative office locations] as of [removed: February 1, 2020.][added: January 30, 2021.]

As of [removed: February 1, 2020,] [added: January 30, 2021,] TJX owned and leased a combined 3.2 million square feet of office space, primarily within the United States.

| California | | | 269 | | | — | | | 93 | | | 362 | | |

| New York | | | 166 | | | 2 | | | 62 | | | 230 | | |

| Texas | | | 168 | | | — | | | 60 | | | 228 | | |

| Total Stores | | | 2,402 | | | 48 | | | 855 | | | 3,305 | | |

| Ontario | | | 123 | | | 64 | | | 47 | | | 234 | | |

| Total Stores | | | 280 | | | 143 | | | 102 | | | 525 | | |

| Germany | | | 154 | | | — | | | 154 | | |

| South Australia | | | 1 | | |

| Marmaxx | | | 7,372 | | | 8 | | | 4,666 | | | 8 | | | 12,038 | | | 16 | | |

| HomeGoods | | | 3,268 | | | 4 | | | 1,626 | | | 2 | | | 4,894 | | | 6 | | |

| Total | | | 11,420 | | | 13 | | | 10,309 | | | 20 | | | 21,729 | | | 33 | | |

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

| New York | | | 169 | | | 2 | | | 62 | | | 233 | | |

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

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

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

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

| Total Stores | | | 594 | | | 78 | | | 672 | | |

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

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

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

The approximate number of common shareholders of record at [removed: February 1, 2020] [added: January 30, 2021] was [removed: 2,095.][added: 2,045.]

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2020] [added: 2021] and the average price paid per share are as follows:

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

[removed: (d)On] [added: In] March [removed: 19,] 2020, [removed: in response to] [added: as a result of] the COVID-19 pandemic, [removed: the Company announced that it had] [added: TJX] suspended its share repurchase program.

| November 1, 2020 through November 28, 2020 | | | — | | | $ | — | | — | | | $ | 2,985,692,971 | |

| November 29, 2020 through January 2, 2021 | | | — | | | $ | — | | — | | | $ | 2,985,692,971 | |

| January 3, 2021 through January 30, 2021 | | | — | | | $ | — | | — | | | $ | 2,985,692,971 | |

| Total | | | — | | | | | | — | | | | | |

(c)As of January 30, 2021 TJX had approximately $3.0 billion available under previously announced stock repurchase programs.

We did not repurchase additional shares for the fourth quarter of fiscal 2021.

| 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.

In February 2020, the Company announced that its Board of Directors had 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.

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

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

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

| U.S. dollars in millions, except per share amounts | | | February 1, 2020 | | | February 2, 2019(a) | | | February 3, 2018(b) | | | January 28, 2017(a) | | | January 30, 2016 | | | | | | | | | | | | | | |

| | | | | | | | | | (53 Weeks) | | | | | | | | | | | | | | | | | | | | |

| Income statement and per share data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 41,717 | | $ | 38,973 | | $ | 35,865 | | $ | 33,184 | | $ | 30,945 | | | | | | | | | | | | | |

| Net income | | | $ | 3,272 | | 3,060 | | | $ | 2,608 | | $ | 2,298 | | $ | 2,278 | | | | | | | | | | | | | |

| Weighted average common shares for diluted earnings per share calculation (in thousands) | | | 1,226,519 | | | 1,259,252 | | | 1,292,209 | | | 1,328,864 | | | 1,366,502 | | | | | | | | | | | | | | |

| Diluted earnings per share | | | $ | 2.67 | | $ | 2.43 | | $ | 2.02 | | $ | 1.73 | | $ | 1.67 | | | | | | | | | | | | | |

| Cash dividends declared per share | | | $ | 0.92 | | $ | 0.78 | | $ | 0.625 | | $ | 0.52 | | $ | 0.42 | | | | | | | | | | | | | |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | $ | 3,217 | | $ | 3,030 | | $ | 2,758 | | $ | 2,930 | | $ | 2,095 | | | | | | | | | | | | | |

| Working capital(c) | | | $ | 1,740 | | $ | 2,938 | | $ | 3,360 | | $ | 2,993 | | $ | 2,370 | | | | | | | | | | | | | |

| Total assets(c) | | | $ | 24,145 | | $ | 14,326 | | $ | 14,058 | | $ | 12,884 | | $ | 11,490 | | | | | | | | | | | | | |

| Capital expenditures | | | $ | 1,223 | | $ | 1,125 | | $ | 1,058 | | $ | 1,025 | | $ | 889 | | | | | | | | | | | | | |

| Long-term obligations(c), (d) | | | $ | 10,053 | | $ | 2,234 | | $ | 2,231 | | $ | 2,228 | | $ | 1,615 | | | | | | | | | | | | | |

| Shareholders’ equity | | | $ | 5,948 | | $ | 5,049 | | $ | 5,148 | | $ | 4,511 | | $ | 4,307 | | | | | | | | | | | | | |

| Other financial data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| After-tax return on average shareholders’ equity | | | 59.5 | | % | 60.1 | | % | 54.0 | | % | 52.1 | | % | 53.1 | | % | | | | | | | | | | | | |

| Total debt as a percentage of total capitalization(e) | | | 27.3 | | % | 30.7 | | % | 30.2 | | % | 33.1 | | % | 27.3 | | % | | | | | | | | | | | | |

| Stores in operation | | | 4,529 | | | 4,306 | | | 4,070 | | | 3,812 | | | 3,614 | | | | | | | | | | | | | | |

| Selling square footage (in thousands) | | | 94,648 | | | 91,075 | | | 87,548 | | | 83,798 | | | 80,480 | | | | | | | | | | | | | | |

(a)Fiscal 2019 and Fiscal 2017 include a pension settlement charge and Fiscal 2017 includes a loss on early extinguishment of debt.

(b)Fiscal 2018 includes an impairment charge of $99.3 million and a net benefit from the enactment of the 2017 Tax Act.

(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.

(d)Defined as long-term debt, exclusive of current installments, and in fiscal 2020 inclusive of long term operating lease liability.

(e)Defined as shareholders’ equity, short-term debt, and long-term debt including current maturities (and in fiscal 2020 exclusive of operating lease liabilities).

The information required by this item may be found on pages F-1 through [removed: F-39] [added: F-40] 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: 2020] [added: 2021] identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: February 1, 2020] [added: January 30, 2021] 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 [removed: February 1, 2020.][added: January 30, 2021.]

PricewaterhouseCoopers LLP, [removed: an] [added: the] independent registered public accounting [removed: firm, who] [added: firm that] audited and reported on the consolidated financial statements [removed: of The TJX Companies, Inc.,] [added: contained herein,] has audited [removed: management’s assessment] [added: the effectiveness] of our internal control over financial reporting as of [removed: February 1, 2020, as stated in their] [added: January 30, 2021, and has issued an attestation] report [removed: which is] [added: on the effectiveness of our internal controls over financial reporting] included herein.

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

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.

TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120 days after the close of its fiscal year ended [removed: February 1, 2020] [added: January 30, 2021] ("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 [removed: Committees] [added: Leadership] and [removed: Meetings,”] [added: Committees,”] and “Audit Committee Report” and, if applicable, “Beneficial Ownership” and “Delinquent Section 16(a) Reports” in our Proxy Statement, which sections are incorporated herein by reference.

For a list of the consolidated financial information [removed: included] [added: \`included] herein, see Index to the Consolidated Financial Statements on page F-1.

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

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

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

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

| 4.01 | | | [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) | | | S-3 | | | 4.1 | | | 4/2/2009 | | | [removed: | | | | | |]

| 4.02 | | | [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) | | | 8-K | | | 4.2 | | | 5/2/2013 | | | [removed: | | | | | |]

| 4.03 | | | [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) | | | 8-K | | | 4.2 | | | 6/5/2014 | | | [removed: | | | | | |]

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

| 4.05 | | | [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) | | | 8-K | | | 4.2 | | | 9/12/2016 | | | [removed: | | | | | |]

| [removed: 4.06] [added: 4.13] | | | [Description of Registrant's [removed: Securities, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx-20200201exhibit406.htm) | | | | | |] [added: Securities](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx-20200201exhibit406.htm)[.](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx-20200201exhibit406.htm)] | | | [added: 10-K] | | | [added: 4.06] | | | [added: 3/27/2020] | | |

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

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

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

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

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

| 10.06 | | | [The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex104.htm) | | | 10-K | | | 10.4 | | | 4/4/2018 | | | [removed: | | | | | |]

| 10.07 | | | [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 | | | [removed: | | | | | |]

| 10.08 | | | [The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, [removed: 2019](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1010.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1010.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1010.htm)] | | | 10-K | | | 10.10 | | | 4/3/2019 | | | [removed: | | | | | |]

| [removed: 10.09] [added: 10.10] | | | [The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex105.htm) | | | 10-K | | | 10.5 | | | 4/4/2018 | | | [removed: | | | | | |]

| [removed: 10.10] [added: 10.11] | | | [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 | | | [removed: | | | | | |]

| [removed: 10.11] [added: 10.12] | | | [The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, [removed: 2019](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1013.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1013.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1013.htm)] | | | 10-K | | | 10.13 | | | 4/3/2019 | | | [removed: | | | | | |]

| [removed: 10.12] [added: 10.14] | | | [The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm) | | | 10-K | | | 10.6 | | | 4/4/2018 | | | [removed: | | | | | |]

| [removed: 10.13] [added: 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 | | | [removed: | | | | | |]

| [removed: 10.14] [added: 10.16] | | | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, [removed: 2019](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm)] | | | 10-K | | | 10.16 | | | 4/3/2019 | | | [removed: | | | | | |]

| [removed: 10.15] [added: 10.18] | | | [The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm) | | | 10-K | | | 10.7 | | | 4/4/2018 | | | [removed: | | | | | |]

| [removed: 10.16] [added: 10.19] | | | [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 | | | [removed: | | | | | |]

| [removed: 10.17] [added: 10.20] | | | [The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 13, [removed: 2019](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1019.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1019.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1019.htm)] | | | 10-K | | | 10.19 | | | 4/3/2019 | | | [removed: | | | | | |]

| [removed: 10.18] [added: 10.22] | | | [The Stock Incentive Plan (2013 Restatement)*](http://www.sec.gov/Archives/edgar/data/109198/000119312513243027/d529343dex101.htm) | | | 10-Q | | | 10.1 | | | 5/31/2013 | | | [removed: | | | | | |]

| [removed: 10.19] [added: 10.23] | | | [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 | | | [removed: | | | | | |]

| [removed: 10.20] [added: 10.24] | | | [The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017*](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex108.htm) | | | 10-K | | | 10.8 | | | 3/28/2017 | | | [removed: | | | | | |]

| [removed: 10.21] [added: 10.25] | | | [The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, [removed: 2018](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1023.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1023.htm)] [added: 2018*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1023.htm)] | | | 10-K | | | 10.23 | | | 4/3/2019 | | | [removed: | | | | | |]

| [removed: 10.22] [added: 10.26] | | | [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 | | | [removed: | | | | | |]

| [removed: 10.23] [added: 10.27] | | | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 9, 2010*](http://www.sec.gov/Archives/edgar/data/109198/000095012310108499/b82678exv10w2.htm) | | | 10-Q | | | 10.2 | | | 11/24/2010 | | | [removed: | | | | | |]

| [removed: 10.24] [added: 10.28] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 9, 2010*](http://www.sec.gov/Archives/edgar/data/109198/000119312512134536/d276277dex1019.htm) | | | 10-K | | | 10.19 | | | 3/27/2012 | | | [removed: | | | | | |]

| [removed: 10.25] [added: 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 | | | [removed: | | | | | |]

| [removed: 10.26] [added: 10.30] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012*](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex102.htm) | | | 10-Q | | | 10.2 | | | 11/29/2012 | | | [removed: | | | | | |]

| [removed: 10.27] [added: 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 | | | [removed: | | | | | |]

| [removed: 10.28] [added: 10.32] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex102.htm) | | | 10-Q | | | 10.2 | | | 12/3/2013 | | | [removed: | | | | | |]

| [removed: 10.29] [added: 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 | | | [removed: | | | | | |]

| Fiscal Year Ended January 30, 2021 | | | $ | 109 | | $ | 3,530 | | $ | 3,471 | | $ | 168 | |

| Fiscal Year Ended February 1, 2020 | | | $ | 104 | | $ | 4,862 | | $ | 4,857 | | $ | 109 | |

| Fiscal Year Ended February 2, 2019 | | | $ | 103 | | $ | 4,862 | | $ | 4,861 | | $ | 104 | |

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

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

| 4.06 | | | [Indenture dated as of April 1, 2020 between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex41.htm) | | | 8-K | | | 4.1 | | | 4/1/2020 | | |

| 4.07 | | | [First Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex42.htm) | | | 8-K | | | 4.2 | | | 4/1/2020 | | |

| 4.08 | | | [Second Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex43.htm) | | | 8-K | | | 4.3 | | | 4/1/2020 | | |

| 4.09 | | | [Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex44.htm) | | | 8-K | | | 4.4 | | | 4/1/2020 | | |

| 4.10 | | | [Fourth Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex45.htm) | | | 8-K | | | 4.5 | | | 4/1/2020 | | |

| 4.11 | | | [Fifth Supplemental Indenture, dated as of November 30, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex41.htm) | | | 8-K | | | 4.1 | | | 12/3/2020 | | |

| 4.12 | | | [Sixth Supplemental Indenture, dated as of November 30, 2020 by and TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex42.htm) | | | 8-K | | | 4.2 | | | 12/3/2020 | | |

| 10.09 | | | [The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of January 29, 2021, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1009.htm) | | | | | | | | | | | |

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

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

| | | | | | | Incorporate by Reference | | | | | | | | |

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

| 10.13 | | | [The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of January 29, 2021, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1013.htm) | | | | | | | | | | | |

| 10.17 | | | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of January 29, 2021, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1017.htm) | | | | | | | | | | | |

| 10.21 | | | [The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of January 29, 2021, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1021.htm) | | | | | | | | | | | |

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

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

| | | | | | | Incorporate by Reference | | | | | | | | |

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

| 10.57 | | | [Second Amendment to 2022 Revolving Credit Agreement, dated as of May 15, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent.](https://www.sec.gov/Archives/edgar/data/109198/000115752320000793/a52222014ex10_1.htm) | | | 8-K | | | 10.1 | | | 5/21/2020 | | |

| 10.58 | | | [Third Amendment to 2022 Revolving Credit Agreement, dated as of November 24, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1058.htm) | | | | | | | | | | | |

| 10.60 | | | [Second Amendment to 2024 Revolving Credit Agreement, dated as of May 15, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/109198/000115752320000793/a52222014ex10_2.htm) | | | 8-K | | | 10.2 | | | 5/21/2020 | | |

| 10.61 | | | [Third Amendment to 2024 Revolving Credit Agreement, dated as of November 24, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1061.htm) | | | | | | | | | | | |

| 10.62 | | | [364 Day Revolving Credit Agreement, dated August 10, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners.](https://www.sec.gov/Archives/edgar/data/109198/000010919820000015/exhibit101364dayrevolv.htm) | | | 8-K | | | 10.1 | | | 8/11/2020 | | |

| 10.63 | | | [First Amendment to 364 Day Revolving Credit Agreement, dated November 24, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1063.htm) | | | | | | | | | | | |

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

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

| | | | | | | Incorporate by Reference | | | | | | | | |

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

| Fiscal Year Ended February 1, 2020(a) | | | $ | 103.5 | | $ | 4,862.6 | | $ | 4,856.8 | | $ | 109.3 | |

| Fiscal Year Ended February 2, 2019(a) | | | $ | 103.2 | | $ | 4,862.0 | | $ | 4,861.7 | | $ | 103.5 | |

| Fiscal Year Ended February 3, 2018 | | | $ | 43.2 | | $ | 2,073.1 | | $ | 2,071.2 | | $ | 45.1 | |

(a)Upon adoption of Revenue Recognition (Topic 606), the sales return reserve balance in fiscal 2020 and fiscal 2019 reflects the gross sales amount whereas fiscal 2018 reflects the sales net of estimated value of merchandise to be returned.

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

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

| 10.39 | | | [The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 1, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019007432/tjx-20190504xex1001.htm) | | | 10-Q | | | 10.01 | | | 5/31/2019 | | | | | | | | |

| 10.41 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm) | | | 10-K | | | 10.20 | | | 3/31/2015 | | | | | | | | |

| 10.42 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm) | | | 10-Q | | | 10.2 | | | 8/26/2016 | | | | | | | | |

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

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

| Dated: | | | March [removed: 27, 2020] [added: 31, 2021] | | | | | | | | | | | | | | | Scott Goldenberg, Chief Financial Officer | | | [removed: | | | | | | | | | | | |]

| Zein Abdalla, Director | | | | | | [removed: Amy B. Lane,] [added: Michael F. Hines,] Director | | |

| [removed: Michael F. Hines,] [added: C. Kim Goodwin,] Director | | | | | | Willow B. Shire, Director | | |

| Dated: | | | March [removed: 27, 2020] [added: 31, 2021] | | | | | | Scott Goldenberg, as attorney-in-fact | | |

For Fiscal Years Ended [added: January 30, 2021,] February 1, [removed: 2020, February 2, 2019] [added: 2020] and February [removed: 3, 2018.][added: 2, 2019.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i83765ad0e48f4b638d311352003d3346_133)] [added: Firm](#i0526f28cd26649d4a1b64a0d46c866e1_136)] | | | [removed: [F-](#i83765ad0e48f4b638d311352003d3346_133)[2](#i83765ad0e48f4b638d311352003d3346_133)] [added: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_136)[2](#i0526f28cd26649d4a1b64a0d46c866e1_136)] | | |

| [Consolidated Statements of [removed: Income](#i83765ad0e48f4b638d311352003d3346_136)] [added: Income](#i0526f28cd26649d4a1b64a0d46c866e1_139)] | | | [removed: [F-](#i83765ad0e48f4b638d311352003d3346_136)[4](#i83765ad0e48f4b638d311352003d3346_136)] [added: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_139)[4](#i0526f28cd26649d4a1b64a0d46c866e1_139)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i83765ad0e48f4b638d311352003d3346_139)] [added: Income](#i0526f28cd26649d4a1b64a0d46c866e1_142)] | | | [removed: [F-](#i83765ad0e48f4b638d311352003d3346_139)[5](#i83765ad0e48f4b638d311352003d3346_139)] [added: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_142)[5](#i0526f28cd26649d4a1b64a0d46c866e1_142)] | | |

| [Consolidated Balance [removed: Sheets](#i83765ad0e48f4b638d311352003d3346_145)] [added: Sheets](#i0526f28cd26649d4a1b64a0d46c866e1_145)] | | | [removed: [F-](#i83765ad0e48f4b638d311352003d3346_145)[6](#i83765ad0e48f4b638d311352003d3346_145)] [added: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_145)[6](#i0526f28cd26649d4a1b64a0d46c866e1_145)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i83765ad0e48f4b638d311352003d3346_151)] [added: Flows](#i0526f28cd26649d4a1b64a0d46c866e1_148)] | | | [removed: [F-](#i83765ad0e48f4b638d311352003d3346_151)[7](#i83765ad0e48f4b638d311352003d3346_151)] [added: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_148)[7](#i0526f28cd26649d4a1b64a0d46c866e1_148)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i83765ad0e48f4b638d311352003d3346_154)] [added: Equity](#i0526f28cd26649d4a1b64a0d46c866e1_151)] | | | [removed: [F-](#i83765ad0e48f4b638d311352003d3346_154)[8](#i83765ad0e48f4b638d311352003d3346_154)] [added: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_151)[8](#i0526f28cd26649d4a1b64a0d46c866e1_151)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i83765ad0e48f4b638d311352003d3346_157)] [added: Statements](#i0526f28cd26649d4a1b64a0d46c866e1_154)] | | | [removed: [F-](#i83765ad0e48f4b638d311352003d3346_157)[9](#i83765ad0e48f4b638d311352003d3346_157)] [added: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_154)[9](#i0526f28cd26649d4a1b64a0d46c866e1_154)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i83765ad0e48f4b638d311352003d3346_115)] [added: Accounts](#i0526f28cd26649d4a1b64a0d46c866e1_118)] | | | [removed: [40](#i83765ad0e48f4b638d311352003d3346_115)] [added: [43](#i0526f28cd26649d4a1b64a0d46c866e1_118)] | | |

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of [removed: February 1, 2020] [added: January 30, 2021] and February [removed: 2, 2019,] [added: 1, 2020,] and the related consolidated statements of income, [added: of] comprehensive income, [removed: shareholders’] [added: of shareholders'] equity and [added: of] cash flows for each of the three years in the period ended [removed: February 1, 2020,] [added: January 30, 2021,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended [removed: February 1, 2020] [added: January 30, 2021] appearing under Item [removed: 15 (a)] [added: 15(a)] (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of [removed: February 1, 2020,] [added: January 30, 2021,] 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 [removed: February 1, 2020] [added: January 30, 2021] and February [removed: 2, 2019,] [added: 1, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 1, 2020] [added: January 30, 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: February 1, 2020,] [added: January 30, 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts for leases [removed: on] [added: as of] February 3, 2019.

[removed: As discussed in Note Q Subsequent Event, effective March 19, 2020, the] [added: The] Company [added: temporarily] closed all of its [removed: stores for at least two weeks and has temporarily closed] [added: stores,] its online businesses, its distribution centers and its offices in [removed: response to COVID-19.][added: March 2020, with Associates working remotely where possible.]

[removed: At this point,] [added: As] the [added: COVID-19 pandemic is complex and rapidly evolving, and cases have been rising around the world, the] Company cannot reasonably estimate the duration and severity of this pandemic, which [removed: could] [added: has had and may continue to] have a material [removed: adverse] impact on [removed: the Company’s] [added: its] business, results of operations, financial position and cash [removed: flows in the year ending January 30, 2021.][added: flows.]

[removed: As the Company’s leases] [added: Our lessors] do not provide an implicit rate, nor is one readily available, [removed: management uses] [added: therefore] the [removed: Company’s] [added: Company uses its] incremental borrowing rate based on the information available at possession date in determining the present value of future lease payments.

These procedures included testing the effectiveness of controls relating to the [removed: adoption of the new leases accounting standard.][added: (benefit) provision for income taxes.]

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

| | | | [removed: February 1, 2020] [added: January 30, 2021] | | | February [removed: 2, 2019] [added: 1, 2020] | | | February [removed: 3, 2018 | | | | | |] [added: 2, 2019] | | |

| Net sales | | | $ | [removed: 41,716,977] [added: 32,136,962] | | $ | [removed: 38,972,934] [added: 41,716,977] | | $ | [removed: 35,864,664 | | | | | |] [added: 38,972,934] | |

| Cost of sales, including buying and occupancy costs | | | [removed: 29,845,780 | | | 27,831,177 | | | 25,502,167] [added: 24,533,815] | | | [added: 29,845,780] | | | [added: 27,831,177] | | |

| Selling, general and administrative expenses | | | [removed: 7,454,988 | | | 6,923,564 | | | 6,375,071] [added: 7,020,917] | | | [added: 7,454,988] | | | [added: 6,923,564] | | |

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

| Interest expense, net | | | [removed: 10,026 | | | 8,860 | | | 31,588] [added: 180,734] | | | [added: 10,026] | | | [added: 8,860] | | |

| Income before [removed: provision for] income taxes | | | [removed: 4,406,183 | | | 4,173,211 | | | 3,856,588] [added: 89,263] | | | [added: 4,406,183] | | | [added: 4,173,211] | | |

| [removed: Provision] [added: Benefit (provision)] for income taxes | | | [removed: 1,133,990 | | | 1,113,413 | | | 1,248,640] [added: 1,207] | | | [added: (1,133,990)] | | | [added: (1,113,413)] | | |

| Net income | | | $ | [removed: 3,272,193] [added: 90,470] | | $ | [removed: 3,059,798] [added: 3,272,193] | | $ | [removed: 2,607,948 | | | | | |] [added: 3,059,798] | |

| Basic earnings per share | | | $ | [removed: 2.71] [added: 0.08] | | $ | [removed: 2.47] [added: 2.71] | | $ | [removed: 2.05 | | | | | |] [added: 2.47] | |

| Weighted average common shares – basic | | | [removed: 1,208,163 | | | 1,241,153 | | | 1,273,654] [added: 1,199,927] | | | [added: 1,208,163] | | | [added: 1,241,153] | | |

| Diluted earnings per share | | | $ | [removed: 2.67] [added: 0.07] | | $ | [removed: 2.43] [added: 2.67] | | $ | [removed: 2.02 | | | | | |] [added: 2.43] | |

| Weighted average common shares – diluted | | | [removed: 1,226,519 | | | 1,259,252 | | | 1,292,209] [added: 1,214,703] | | | [added: 1,226,519] | | | [added: 1,259,252] | | |

| Additions to other comprehensive [removed: loss: | | | | | |] [added: income (loss):] | | | | | | | | | | | |

| Foreign currency translation adjustments, net of related tax [added: provision of $2,442 in fiscal 2021 and tax] benefits of $1,189 and $8,233 in fiscal 2020 and 2019, [removed: respectively, and provision of $36,929 in fiscal 2018 | | | (3,943) | | | (192,664)] [added: respectively] | | | [removed: 211,752] [added: 15,588] | | | [added: (3,943)] | | | [added: (192,664)] | | |

| ZEIN ABDALLA* | | | | | | MICHAEL F. HINES* | | |

| JOSÉ B. ALVAREZ* | | | | | | AMY B. LANE* | | |

| José B. Alvarez, Director | | | | | | Amy B. Lane, Director | | |

| C. KIM GOODWIN* | | | | | | WILLOW B. SHIRE* | | |

*Income Tax (Benefit) Provision*

As described in Note L to the consolidated financial statements, the Company recorded a benefit for income taxes of $1.2 million for the year ended January 30, 2021, has a deferred tax asset net of deferred tax liability of $90 million, including a valuation allowance of $77 million, as of January 30, 2021 and total gross unrecognized tax benefits of $269 million as of January 30, 2021, of which $250 million would affect the Company’s effective tax rate if recognized in a future period.

The Company is subject to taxation in the United States, as well as various state, local and foreign jurisdictions.

The use of estimates and judgments, as well as the interpretation and application of complex tax laws is required by management to determine its (benefit) provision for income taxes.

The principal considerations for our determination that performing procedures relating to the (benefit) provision for income taxes is a critical audit matter are the (i) the significant judgment by management when determining the (benefit) provision for income taxes, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures relating to the (benefit) provision for income taxes.

These procedures also included, among others (i) testing the (benefit) provision for income taxes, including the rate reconciliation and current and deferred tax (benefit) provision, and (ii) evaluating the completeness of uncertain tax positions, including application of foreign and domestic tax laws and regulations.

March 31, 2021

| Loss on early extinguishment of debt | | | 312,233 | | | — | | | — | | |

| Cash and cash equivalents | | | $ | 10,469,570 | | $ | 3,216,752 | |

| Federal, state and foreign income taxes recoverable | | | 36,262 | | | 46,969 | | |

| TOTAL ASSETS | | | $ | 30,813,555 | | $ | 24,145,003 | |

| Current portion of long-term debt | | | 749,684 | | | — | | |

| Net income | | | $ | 90,470 | | $ | 3,272,193 | | $ | 3,059,798 | |

| Loss on early extinguishment of debt | | | 312,233 | | | — | | | — | | |

| Pension settlement charge | | | — | | | — | | | 36,122 | | |

| Decrease (increase) in income taxes recoverable | | | 10,707 | | | (34,177) | | | 15,452 | | |

| Increase in net operating lease liabilities | | | 200,243 | | | 29,617 | | | — | | |

| Payments on revolving credit facilities | | | (1,000,000) | | | — | | | — | | |

| Proceeds from long-term debt including revolving credit facilities | | | 5,986,873 | | | — | | | — | | |

| Payments of long-term debt and extinguishment expenses | | | (1,418,358) | | | — | | | — | | |

| Payments for debt issuance expenses | | | (42,377) | | | — | | | — | | |

| Recognition (reversal) of share-based compensation | | | — | | | — | | | 112,923 | | | — | | | (54,404) | | | 58,519 | | |

| Common stock repurchased | | | (3,387) | | | (3,387) | | | (25,715) | | | — | | | (172,398) | | | (201,500) | | |

| Balance, January 30, 2021 | | | 1,204,698 | | | $ | 1,204,698 | | $ | 260,515 | | $ | (606,071) | | $ | 4,973,542 | | $ | 5,832,684 | |

TJX is impacted by the uncertainty surrounding the financial impact of the novel coronavirus (“COVID-19”) pandemic as discussed in Note B—Impact of the COVID-19 Pandemic.

The Company considered COVID-19 related impacts to its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods.

The Company believes that its accounting estimates are appropriate after giving consideration to the ongoing uncertainties surrounding the severity and duration of the COVID-19 pandemic and the associated containment and remediation efforts.

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to the current year presentation.

The following table presents deferred gift card revenue activity:

The decrease in fiscal 2021 in both deferred revenue and revenue recognized versus the prior year reflects the impact of lower customer traffic and temporary store and e-commerce closures due to the COVID-19 pandemic.

Due to the volume of share repurchases under previous programs, TJX has historically had no remaining balance in APIC.

Performance-based awards are evaluated quarterly for probability of vesting and performance achievement levels.

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

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

See Note M—Leases for a detailed discussion of lease accounting.

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

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

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

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

| | | | | | |

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

This matter is also described in the “Critical Audit Matters” section of our report.

Emphasis of Matter

Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note Q.

*Adoption of the Leases Accounting Standard*

As described above and in Note A to the consolidated financial statements, the Company adopted the new leases accounting standard as of February 3, 2019.

This resulted in the Company recording right of use (ROU) assets and lease liabilities of $9 billion.

Management made an accounting policy election to keep leases with a term of twelve months or less off the consolidated balance sheets and recognizes the lease payments on a straight-line basis over the lease term.

At the inception of an arrangement, management determines if the arrangement is a lease based on assessment of the terms and conditions of the contract.

Operating lease ROU assets and lease liabilities are recognized at possession date based on the present value of lease payments over the lease term.

The incremental borrowing rate is calculated based on the US Consumer Discretionary yield curve and adjusted for collateralization and foreign currency impact for TJX International and Canada leases.

The principal considerations for our determination that performing procedures relating to the adoption of the leases accounting standard is a critical audit matter are there was a high degree of subjectivity and effort in performing procedures and in evaluating audit evidence with respect to management’s conclusions relating to identifying the population of contracts within the scope of the standard and in evaluating the lease term and incremental borrowing rate used to calculate the right of use asset and lease liability for each lease.

Also, there was significant audit effort in performing our procedures due to the large volume of contracts that management evaluated under the new accounting standard and the significance of the ROU asset and lease liability balances recorded at the adoption date.

These procedures also included, among others, (i) evaluating the appropriateness of accounting policies established by management in connection with the adoption of the new standard, (ii) evaluating management’s process and conclusions for determining whether contracts contain a lease, on a sample basis by independently evaluating the contract terms, (iii) evaluating the reasonableness of the incremental borrowing rate involved comparing the interest rates to observable yield curves that are similar to the lease terms and have a similar credit rating as the Company, and (iv) testing the inputs to management’s calculation of the ROU asset and lease liability, on a sample basis, for completeness and accuracy by comparing them to the underlying contract.

March 27, 2020

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

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

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

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

| Cash and cash equivalents at beginning of year | | | 3,030,229 | | | 2,758,477 | | | 2,929,849 | | | | | | | | |

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

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

| Balance, January 28, 2017 | | | 1,292,638 | | | $ | 1,292,638 | | $ | — | | $ | (694,226) | | $ | 3,912,187 | | $ | 4,510,599 | | | | |

| Common stock repurchased | | | (44,410) | | | (44,410) | | | (211,959) | | | — | | | (1,388,212) | | | (1,644,581) | | | | | |

| Recognition of share-based compensation | | | — | | | — | | | 124,957 | | | — | | | — | | | 124,957 | | | | | |

Our investments accounted for under the equity method of accounting are immaterial to the Company's Consolidated Financial Statements.

TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks.

Due to the high volume of repurchases over the past several years, TJX has no remaining balance in APIC at the end of any of the years presented.

The par value of performance-based restricted stock awards is added to common stock when the stock is issued, generally at grant date.

The transition method allows entities to apply the transition requirements at the effective date rather than at the beginning of the earliest comparative period presented.

Our reporting for comparative periods is presented in accordance with ASC 840, Leases.

Adoption of the new standard resulted in the recording of right of use (“ROU”) assets and lease liabilities of $9 billion, as of February 3, 2019.

With the adoption of the new lease accounting standard TJX has de-recognized build-to-suit lease assets and liabilities that were included in the fiscal 2019 Consolidated Balance Sheets.

Operating leases that TJX enters into no longer meet the definition of control of the building during the construction period under the new standard.