TJX Companies Annual Report 2007

FY2007 Annual Report · TJX Companies

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value

The TJX Companies, Inc.
2007 Annual Report

The TJX Companies, Inc., the largest apparel and home fashions off-price retailer in the United States and
worldwide, is a Fortune 200 company operating eight businesses and over 2,500 stores with approximately
129,000 Associates. At 2007’s year-end, TJX’s off-price concepts included T.J. Maxx, Marshalls, HomeGoods,
and A.J. Wright, in the U.S., Winners and HomeSense in Canada, and T.K. Maxx in Europe. Bob’s Stores is a
value-oriented, casual clothing and footwear superstore. Our off-price mission is to deliver a rapidly changing
assortment of quality, brand name merchandise at prices that are 20-60% less than department and specialty
store regular prices, every day. Our core target customer is a middle- to upper-middle-income shopper, who is
fashion and value conscious and ﬁ ts the same proﬁ le as a department store shopper. A.J. Wright reaches a more
moderate-income market, and Bob’s Stores targets customers in the moderate- to upper-middle-income range.

T he TJX Companies, Inc., the world’s leading
off-price retailer, has become synonymous with
value. Since day one, our mission has been to
deliver great value to our customers. At TJX,
value for our customers has four components:
fashion, quality, brand, and price.

When we deliver on our contract with our customers to provide
great value, our track record shows that we succeed, even in
difﬁ cult retail environments. We have one of the most ﬂexible
business models in the world and it has stood the test of time.
In 31 years of operation, consolidated comparable store sales
have declined in only one year and have increased during reces-
sions. In 2007, we achieved very strong performance despite
the challenging consumer environment.

We believe that our unwavering focus on value has driven our
success and our ability to return value to our shareholders.
Further, we place great value on our Associates and our ties
with the communities in which we do business. Looking ahead,
knowing that our value proposition plays well in many catego-
ries, markets and countries, we have great conﬁ dence in the
continued successful growth of TJX in 2008 and beyond.

fashion

To Our Fellow Shareholders:

We are proud of our performance in 2007. When we
returned to the leadership of the business in 2005, we
established driving proﬁ table sales as our top prior-
ity. Our continued focus on this goal and persistent
pursuit of the fundamental strategies of our highly
ﬂ exible, off-price business model, led to another great
year on top of a great year, despite the challenging
retail environment in 2007. Solid execution was our
best strategy to remain resilient to macro challenges,
whether it was a weak consumer, the promotional
retail environment, a declining home market, or unfa-
vorable weather. We believe that our strong execution
and strategies would have led to even better results in
a more robust environment.

For the year, net sales grew 7% to $18.6 billion and
consolidated comparable store sales increased 4%
over a 4% increase in the prior year. Our adjusted
pretax proﬁ t margin1 from continuing operations was
7.7%, which was the highest in the last six years,
driven by strong merchandise margin expansion and
solid expense management. Income from continuing
operations for the 52-week ﬁ scal year was $772
million. Adjusted diluted earnings per share2 from
continuing operations were $1.91, a 17% increase
over last year’s results. Overall, we grew square foot-
age by 4%, adding a net 97 stores to end the year with
a total of 2,563 stores.

Throughout the year, we were vigilant in managing
our inventories, which gave us the ﬂ exibility to take
advantage of a marketplace ﬂ ush with buying oppor-
tunities and offer our customers great brands at excit-
ing prices. We were more effective in our marketing,

1,2 On a GAAP basis, pretax proﬁ t margin was 6.7% and diluted earnings per
share from continuing operations were $1.66. FY08 adjusted results exclude
the after-tax charges of $119 million, or $.25 per share, in Fiscal 2008 and
$3 million (which did not change full-year earnings per share) in Fiscal 2007
related to the computer intrusion(s).

which drove customer trafﬁ c, and importantly, we
conducted testing and analysis that will allow us to
spend our marketing dollars more productively in
2008 without a signiﬁ cant increase in investment.
Expense management remained an important focus,
which helped drive the bottom line while funding
our increased marketing and other growth initiatives
in 2007. Further, our entrepreneurial spirit and “no
walls” approach to communicating were key to our
success. We were more aggressive in taking intelli-
gent risks and continued to share ideas and best prac-
tices throughout the Company, which led to many
successful initiatives at every division.

The Marmaxx Group – Still Growing

As big as it is, we continue to view our largest and
oldest division, The Marmaxx Group, as a driver of
TJX growth. In 2007, Marmaxx posted a segment
proﬁ t margin of 9.7%, its highest in the last six years.
By executing strongly on the off-price fundamentals,
Marmaxx achieved signiﬁ cant merchandise margin
expansion and drove strong proﬁ t results despite
a below-plan 1% comparable store sales increase
in a promotional retail environment. The Marmaxx
organization was relentless in managing inventories,
which mitigated our markdown risk and allowed us
to buy great merchandise close to need. We continue
to become even better off-price buyers and intel-
ligent risk takers. In 2007, we opened more vendor
doors to infuse new brands into our T.J. Maxx and
Marshalls chains, which creates excitement and drives
trafﬁ c. Home categories were softer than we would
have liked, which we attribute to our own execution
misstep, and we have a plan in place to improve in
this area in 2008. Looking ahead, our Marmaxx
organization is energized and motivated to continue its
successful growth.

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International Success

A Good Year for HomeGoods

We saw tremendous strength in our international
businesses in 2007. Winners and HomeSense, the
largest off-price retailer by far in Canada, had an
outstanding year, posting sales and segment proﬁ t
growth that exceeded our expectations. Again, excel-
lent execution of our off-price strategies led the day
at our Canadian division, which achieved these results
over historically high segment proﬁ t performance last
year and despite the unfavorable weather in Canada
during most of 2007. By maintaining a liquid inventory
position and buying into current trends, Winners
maintained a constant ﬂ ow of fresh product to our
stores at compelling values. HomeSense is now an
established, national brand in Canada, and we were
very pleased with its strong top - and bottom - line
contributions in 2007.

T.K. Maxx, which has virtually become a household
name as the off-price leader in the U.K. and Ireland,
delivered excellent results in 2007. Sales and segment
proﬁ t (excluding our investment in Germany)3
exceeded expectations once again in 2007. T.K. Maxx
is another division that expertly navigated a difﬁ cult
retail environment. Our European organization ﬂ owed
the right brands and fashions and presented them
well in our stores, which created an exciting shopping
experience for our customers, every day. T.K. Maxx
has grown into one of the top 10 fashion retailers in the
U.K. and is truly a destination for European shoppers.
We were very pleased with the launch of our ﬁ rst ﬁ ve
T.K. Maxx stores in Germany in 2007 and how well our
value concept is resonating with the German consumer.

3 Including investment in Germany detailed in FY08 Form 10-K, T.K. Maxx

segment proﬁ t was in line with our expectations.

HomeGoods achieved very strong performance in
2007, bucking weak trends in the home market and
among other home-oriented retailers. Sales were
in line with our plan and segment proﬁ t topped our
expectations, over strongly improved results in the
prior year. The HomeGoods organization did a great job
of presenting fresh, unique home product from around
the world in our stores, which creates the treasure-
hunt shopping experience that our customers love.
We did not execute as well as we would have liked in
merchandising seasonal product during the fourth-
quarter holiday selling season, which offers us an
opportunity next year. One of the many strengths of our
ﬂexible business model is that we can respond quickly
to issues and start a new season fresh. As we begin a
new year, we are pleased with how our HomeGoods
stores look as well as with the product in our pipeline.

Progress at Smaller Divisions

A.J. Wright made very solid progress in 2007. While
sales for the year were below our expectations,
segment proﬁ t was substantially improved. We tested
many new ideas, and were pleased to see improve-
ments in the merchandise categories where we focused
most of our attention. However, our work continues in
these areas. We continue to believe very strongly in
A.J. Wright as a growth vehicle for TJX. During the
year, we further strengthened our management team
to provide this division with greater support for future
success. We continue to move closer to the returns
necessary to grow A.J. Wright more aggressively and
in the meantime, will expand this division slowly.

Bob’s Stores achieved top-line results that met our
expectations, and on the bottom line, nearly halved
its segment loss from the prior year (excluding the

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quality

brand

charge noted below).4 We learned a lot about lever-
aging our marketing investment at Bob’s Stores and
merchandise margins improved signiﬁ cantly. We are
pleased that this business has begun to deliver positive
comparable store sales increases on top of increases.
As we have said, we continue to evaluate this business.

Intelligent Risk Taking – New Ideas, Initiatives

Intelligent risk taking was a major factor in our
success in 2007, and we must continue to keep it as
part of our “DNA” in order to fuel growth initiatives.
We tested many new ideas in 2007! We will expand
some of the successful ones into growth initiatives, we
will target others to certain demographic markets, and
we will not pursue those that did not deliver satisfac-
tory returns on investment. The point here is that our
entrepreneurial spirit is stronger than it has been in a
very long time and this spirit is leading to excitement
in our stores, differentiating our concepts from each
other as well as the competition, and driving customer
trafﬁ c. New ideas are leading to tangible results!

When we refer to initiatives, we mean a lot more than
category expansions – we also mean in-store events and
expanding “hot” categories while contracting others,
for example. These ideas and strategies allow us
tremendous ﬂ exibility to take advantage of fashion
trends and buying opportunities. In terms of merchan-
dise initiatives, our footwear expansions at Marshalls
continue to be a huge success. We added 240 of these
departments in 2007 and have another 200 planned
in the upcoming year. The Cube, our Juniors store-
within-a-store at Marshalls, continues to perform
very well and we plan to roll out an additional 300
of these departments in 2008. The Runway designer

4 Including impairment charge of $8 million, pre-tax, Bob’s Stores segment loss

was $17 million on a GAAP basis, which was the same as prior year.

departments at T.J. Maxx are performing well in
their targeted demographic markets and have ben-
eﬁ ted the entire chain by increasing our penetration
of top brands. Further, we are testing a new prototype
for our home categories at Marmaxx, which we believe
will lead to improvement in this area in 2008. Moving
forward, we will continue to test new ideas to drive
sales growth at every division across our Company.

A Global, Off-Price, Value Company

Our vision of TJX is as a global, off-price, value Com-
pany. Our history shows that our value concept plays
well in many geographies and categories. Looking
ahead, we see multiple avenues for growth, both
domestically and internationally, in 2008 and beyond.

Domestically, we have substantial opportunities for new
store growth and larger store “footprints.” In 2008
alone, our plans call for adding over 100 stores across
the Company! At Marmaxx, we expect to net 45 new
stores to grow that division to a total of 1,668 T.J.
Maxx and Marshalls stores by year-end. Longer term,
we now believe we have room to grow Marmaxx by
400 stores, which is 200 more than we had previously
estimated. We also have opportunities to grow Marmaxx
with relocations into larger footprints, particularly
with the success of shoes at Marshalls. At HomeGoods,
we plan to net 25 new stores in 2008 for a total of 314
stores by year-end and believe we can grow this chain
by approximately 300 more stores over time. We are
also testing a larger square-foot box at HomeGoods,
which will allow us to give successful categories more
space on the selling ﬂ oor. We continue to view the A.J.
Wright moderate-income customer demographic as
having great long-term growth potential for TJX. While
we believe that the U.S. could ultimately support 1,000
A.J. Wright stores, we will target our growth to a level

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that will deliver strong returns for our shareholders.
In 2008, we plan to net an additional ﬁ ve A.J. Wright
stores for a total of 134 stores by the end of the year.

Beyond the U.S., we see tremendous growth oppor-
tunities internationally. In Canada, Puerto Rico, the
U.K. and Ireland, we have seen that off-price works in
different countries and cultures and believe that great
brands and great values are hard for customers to
resist around the world! In Canada, we expect to net
16 additional stores between Winners and HomeSense
and the new off-price concept we will be testing that
plays to our strengths. We expect to end the year with
a total of 278 stores in Canada. In the U.K. and Ireland,
we plan to net an additional 10 T.K. Maxx stores in
2008. We are also expanding the T.K. Maxx footprint
as we relocate from older, smaller boxes into larger
locations and have about ﬁ ve of these relocations
planned in 2008. We are very excited to be taking our
HomeSense brand across “the pond,” and have approx-
imately ﬁ ve store openings slated for the U.K. during
the year. T.K. Maxx in Germany is off to a solid start and
we plan to open ﬁ ve additional stores in that country
in 2008. In total, including the HomeSense stores and
T.K. Maxx in Germany, our T.K. Maxx division expects
to net 20 stores in 2008. We believe that with its popu-
lation of 82 million, Germany holds the potential for
250 to 300 T.K. Maxx stores. We clearly see the poten-
tial for growing by 1,500 to 2,000 more stores in our
current markets without expanding into our next
country. Beyond this, we see more opportunities to
bring our retail concepts into new countries, and we
will proceed prudently as we grow.

Computer System Breach

As we have said on previous occasions, we deeply
regret any inconvenience that our customers may
have experienced as a result of the criminal breach
of our computer system, announced in January 2007.

Our customers have always been our top priority, and
we are very grateful to them for their continued
loyalty and patronage. Prior to the cyber attack(s) on
our computer system, we believe our computer secu-
rity was similar to that of many major retailers. We
have spent signiﬁ cant sums to further strengthen our
computer security and have been certiﬁ ed as fully
compliant with the Payment Card Industry Data
Security Standards (PCI-DSS), prior to many other
large retailers. Indeed, for over a year, we have
been
information
security measures stretching beyond PCI-DSS and
computer security.

implementing many

improved

We have worked hard this year to address many
matters and put the computer system intrusion(s)
behind us, including cooperating fully with law
enforcement and government agencies. We took a
charge that we believe is sufﬁ cient to fully cover
all of our probable losses related to the intrusion(s),
and we have resolved many of the claims and cases
arising from the intrusion(s).

Cyber crime is an increasing threat to the security of
all computer and communications networks. At TJX,
providing a secure shopping environment for our
valued customers remains a top priority.

Financial Strength

Our ﬁ nancial strength gives us great conﬁ dence
and provides an extremely strong foundation upon
which to grow in the future. In 2007, our strong
operations continued to generate signiﬁ cant amounts
of excess cash, which allowed us to continue growing
our Company while simultaneously returning value to
shareholders. We began the year with a substantial
cash balance and generated an additional $1.4 billion
from operations during the year. After reinvesting
in our business, we repurchased $950 million of

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a new platform called a Company of Choice to help
us reach our stakeholders more effectively. Being a
Company of Choice positions TJX as a Retailer of
Choice for increasingly diverse and international
customer and vendor communities; an Employer
of Choice for increasingly diverse and international
talent; and a Neighbor of Choice in the communities
where our stores, distribution centers and ofﬁ ces are
located. Further, our Associate Training, Supplier
Diversity, and Community Relations programs, as well
as our Associate Resource Groups, support our diver-
sity efforts inside and outside the Company. We made
signiﬁ cant progress in our diversity efforts in 2007,
but our work continues, as we seek to improve the
ways in which we leverage differences among us.

We begin 2008 with a go-forward management team
that combines fresh talent and perspectives with
the best of TJX experience and a results-oriented,
entrepreneurial organization. There is nothing like a
successful year to motivate an organization to do even
better! Driving proﬁ table sales remains our number
one goal and our mantra. We continue to focus on
executing the fundamentals of our ﬂ exible, off-price,
value model that have made this Company great. We
are excited about our signiﬁ cant growth opportunities
and our solid ﬁ nancial foundation supports our growth
and gives us great conﬁ dence. We sincerely thank our
customers for their loyalty and patronage and our
Associates, who now number approximately 129,000,
for their dedication and hard work. We also thank our
vendors and other business associates, and, of course,
our fellow shareholders, for their ongoing support.

Respectfully,

TJX stock, retiring 33 million shares, and increased
the per-share dividend by 29%. Underscoring our
continued conﬁ dence in the strength of our business,
our Board approved a new $1 billion buyback program
earlier in 2008, in addition to $486 million remaining in
our existing program at the end of our year. Once again,
we started a new year in an excellent ﬁ nancial position
and plan to repurchase approximately $900 million
of TJX stock in 2008. As we began 2007, our strong
ﬁ nancial returns, speciﬁ cally, Return on Invested
Capital, Return on Assets and Return on Equity,
ranked in the top quartile of all retailers, and we
ended the year with even higher returns.

Board of Directors

We would like to gratefully acknowledge the dedicated
service of Richard Lesser and Gail Deegan, each of
whom stepped down as members of the Board of
Directors since our last letter. Dick served as a
Director since 1995 and retired in 2005 as a highly
regarded executive of TJX, having served as president
of both T.J. Maxx and Marmaxx. He has been a friend
and mentor to many at TJX in addition to being
an integral part of the Company’s success and he
will be missed. Gail made signiﬁ cant contributions in
her tenure as Director since 2001. We wish Dick and
Gail and their families the best for future success
and good health.

We are delighted to welcome José Alvarez, Alan
Bennett, David Ching, and Michael Hines to our Board
of Directors. Each of these new directors brings
deep experience and expertise in their respective
ﬁ elds, which complement that of our other Directors
and support the strategic direction of TJX. We look
forward to working with them as we continue to grow
TJX for the future.

A Company of Choice

This Company was founded on the core values of
integrity and treating people with respect and fairness.
We remain committed to these values and continue
to challenge ourselves to improve the ways in which
we embrace and leverage differences among our
Associates, customers, vendors, and the community at
large. In 2007, the TJX Advisory Board on Difference
and Diversity, which is comprised of external experts,
along with our three internal task forces, established

Bernard Cammarata
Chairman of the Board

Carol Meyrowitz
President and
Chief Executive Ofﬁ cer

community support

Supporting the communities where our stores, home
ofﬁ ces and distribution centers are located has been
a core value of our Company since its inception.
Through The TJX Foundation, our operating divi-
sions, and community and governmental programs,
we commit substantial resources, both ﬁ nancial and
human, to organizations that help children, women
and families in the communities in which we do busi-
ness. In 2007, through The TJX Foundation and our
divisions, we supported over 1,800 nonproﬁ t organi-
zations in the U.S., Canada, U.K., and Ireland.

Our newly established platform as a Company of
Choice encompasses TJX’s role as a Neighbor of
Choice. In addition to the Company’s contributions,
our Associates play active roles in strengthening our
communities. In 2007, more than 34,000 Associates
contributed to the United Way, reaching new fundrais-
ing heights. Our Associates also donated their time
and efforts to many charitable causes throughout the
year and we are exploring ways in which to increase
our volunteerism.

Our operating divisions support our neighborhoods
through fundraising as well as volunteerism. In the
U.S., T.J. Maxx continued its longstanding support
of Save the Children, an organization that recently
marked its 75th anniversary of service to children and
families. Both Marshalls and HomeGoods continued
their support of the Family Violence Prevention Fund,
which is dedicated to putting an end to domestic
violence against women and children. A.J. Wright

continued to support the Boys and Girls Clubs of
America both at the national level and locally in
the communities in which our stores are located,
and Bob’s Stores continued its relationship with the
Special Olympics. In Canada, in addition to its support
of Sunshine Dreams for Kids, Winners and HomeSense
lent its support to the Canadian Women’s Foundation,
dedicated to the prevention of violence against
women, and Ovarian Cancer Canada. In Europe,
T.K. Maxx continued its relationship with Cancer
Research UK with increased efforts in the GiveGet
campaign, and also continued to support NCH,
assisting vulnerable children.

Our community and governmental programs are
another important way in which TJX fulﬁ lls its role
as a Neighbor of Choice. Through TJX Community
Relations, we build relationships and develop out-
reach programs that align our community support
efforts with our business goals. As part of these
efforts, we work with schools, as well as professional
and cultural organizations, to make a positive impact
in our communities. We also support our neighbors
through TJX Government Programs. Since 1997, we
have hired more than 70,000 individuals from the
welfare system through our Welfare-to-Work Pro-
gram, marking a 10-year milestone with this program.
Further, we raise Associate awareness about helpful
government beneﬁ ts through our TJXtra!® program.

We believe our commitment as a Neighbor of Choice
is one way in which we, as a Company, together
with our Associates, offer value to our communities.
Supporting our neighbors is a part of the ﬁ ber of TJX
and our dedication to these efforts remains steadfast.

TJX Stock Performance

five-year cumulative performance of tjx stock compared
with s&p 500 index and the dj apparel index

s&p
tjx
djari

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2008

The line graph above compares the cumulative performance
of TJX’s common stock with the S&P Composite-500 Stock
Index and the Dow Jones Apparel Retailers Index as of the
date nearest the end of TJX’s ﬁ scal year for which index data
is readily available for each year in the ﬁ ve-year period ended
January 26, 2008. The graph assumes that $100 was invested
on January 25, 2003, in each of TJX’s common stock, the
S&P Composite-500 Stock Index and the Dow Jones Apparel
Retailers Index and that all dividends were reinvested.

FORM 10 - K

CO N TEN TS

PAGE

Business Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Store Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Management’s Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Notes to Consolidated Financial Statements: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Selected Business Segment Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30

Selected Quarterly Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-32

U N I T E D S T AT E S
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
WA S H I N G T O N , D C 2 0 5 4 9

FORM 10-K

[ x ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended January 26, 2008
or

[

] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period
from

Commission file number
1-4908

THE TJX COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

04-2207613
(IRS Employer Identification No.)

770 Cochituate Road
Framingham, Massachusetts
(Address of principal executive offices)

01701
(Zip Code)

Registrant’s telephone number, including area code (508) 390-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, par value $1.00 per share

Securities registered pursuant to Section 12(g) of the Act: NONE

Name of each exchange
on which registered
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [ x ] NO [

]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES [

] NO [ x ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [ x ] NO [

]

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

]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):

Large Accelerated Filer [ x ] Accelerated Filer [

]
(Do not check if a smaller reporting company)

Non-Accelerated Filer [

]

Smaller Reporting Company [

]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES [

] NO [ x ]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on July 28, 2007 was
$12,085,221,009, based on the closing sale price as reported on the New York Stock Exchange.

There were 427,949,533 shares of the registrant’s common stock, $1.00 par value, outstanding as of January 26, 2008.

D O C U M E N T S I N C O R P O R AT E D B Y R E F E R E N C E

Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual
Meeting of Stockholders to be held on June 3, 2008 (Part III).

PART I

I T EM 1. B USI N ESS

Business Overview

We are the leading off-price retailer of apparel and home fashions in the United States and worldwide. Our T.J. Maxx,
Marshalls and A.J. Wright chains in the United States, our Winners chain in Canada, and our T.K. Maxx chain in Europe sell
off-price family apparel and home fashions. Our HomeGoods chain in the United States and our HomeSense chain, operated
by Winners in Canada, sell off-price home fashions. The target customer for all of our off-price chains, except A.J. Wright, is
the middle-to upper-middle income shopper, with the same profile as a department or specialty store customer. A.J. Wright
targets the moderate-income customer. Our seven off-price chains are synergistic in their philosophies and operating
platforms. Our eighth chain, Bob’s Stores, was acquired in December 2003 and is a value-oriented, branded apparel chain
based in the Northeastern United States that offers casual, family apparel. Bob’s Stores’ target customer demographic spans
the moderate-to upper-middle income bracket.

Our off-price mission is to deliver an exciting, fresh and rapidly changing assortment of brand-name merchandise at
excellent values to our customers. We define value as the combination of quality, brand, fashion and price. With over 500
buyers, 10,000 vendors worldwide and over 2,500 stores, we believe we are well positioned to continue accomplishing this
goal. Our key strengths include:

— synergistic businesses with flexible, resilient business models

— history of growth in various types of retail environments

— expertise in off-price buying

— substantial buying power

— track record of successful expansion into new geographies and merchandise categories

— solid relationships with many manufacturers and other merchandise suppliers

— deep organization with decades of experience in off-price retailing as well as other forms of retailing

— inventory management systems and distribution networks specific to our off-price business model

— financial strength and excellent credit rating

As an off-price retailer, we offer quality, name brand and designer family apparel and home fashions every day at
substantial savings to comparable department and specialty store regular prices. We can offer these everyday savings as a
result of our opportunistic buying strategies, disciplined inventory management, including rapid inventory turns, and low
expense structure.

In our off-price apparel chains, we purchase the majority of our inventory opportunistically. Opportunistic purchases are also
a significant factor in our home fashion businesses but to a lesser extent. In contrast to traditional retailers that order goods far in
advance of the time they appear on the selling floor, TJX buyers are in the marketplace virtually every week, buying primarily for
the current selling season. By maintaining a liquid inventory position, our buyers can buy close to need, enabling them to buy into
current market trends and take advantage of the opportunities in the marketplace. Due to the unpredictable nature of consumer
demand in the highly fragmented apparel and home fashions marketplace and the mismatch of supply and demand, we are
regularly able to buy the vast majority of our inventory directly from manufacturers, with some merchandise coming from other
retailers and other sources. We purchase virtually all of our inventory for our off-price stores at discounts from initial wholesale
prices. Although we generally purchase merchandise for our off-price chains to sell in the current season, we purchase a limited
quantity of pack away merchandise that we buy specifically to warehouse and sell in a future selling season. We are willing to
purchase less than a full assortment of styles and sizes. We pay promptly and do not ask for typical retail concessions in our off-
price chains such as advertising, promotional and markdown allowances, or delivery concessions such as drop shipments to stores
or delayed deliveries or return privileges. Our financial strength, strong reputation and ability to purchase large quantities of
merchandise and sell it through our geographically diverse network of stores provide us excellent access to leading branded
merchandise. Our opportunistic buying permits us to consistently offer our customers in our off-price chains a rapidly changing
merchandise assortment at everyday values that are below department and specialty store regular prices.

We are extremely disciplined in our inventory management, and we rapidly turn the inventory in our off-price chains. We
rely heavily on sophisticated, internally developed inventory systems and controls that permit a virtually continuous flow of
merchandise into our stores and an expansive distribution infrastructure that supports our close-to-need buying by
delivering goods to our stores quickly and efficiently. For example, highly automated storage and distribution systems

track, allocate and deliver an average of approximately 11,000 items per week to each T.J. Maxx and Marshalls store. In
addition, specialized computer inventory planning, purchasing and monitoring systems, coupled with warehouse storage,
processing, handling and shipping systems, permit a continuous evaluation and rapid replenishment of store inventory.
Pricing, markdown decisions and store inventory replenishment requirements are determined centrally, using information
provided by point-of-sale computer terminals and are designed to move inventory through our stores in a timely and
disciplined manner. These inventory management and distribution systems allow us to achieve rapid in-store inventory
turnover on a vast array of product and sell substantially all merchandise within targeted selling periods.

We operate with a low cost structure relative to many other retailers. Our stores are generally located in community
shopping centers. While we seek to provide a pleasant, easy shopping environment with an emphasis on customer
convenience, we do not spend heavily on store fixtures. Our selling floor space is flexible, without walls between departments
and largely free of permanent fixtures, so we can easily expand and contract departments in response to customer demand,
available merchandise and fashion trends. Also, our large retail presence, strong financial position and expertise in the real
estate market allow us generally to obtain favorable lease terms. In our off-price chains, our advertising budget as a
percentage of sales remains low compared to traditional department and specialty stores. Our high sales-per-square-foot
productivity and rapid inventory turnover also provide expense efficiencies.

With all of our off-price chains operating with the same off-price strategies and systems, we are able to capitalize upon
expertise, best practices, initiatives and new ideas across our chains, develop associates by transferring them from one chain
to another, and grow our various businesses more efficiently and effectively.

During the fiscal year ended January 26, 2008, we derived 77% of our sales from the United States, including Puerto Rico
(27% from the Northeast, 13% from the Midwest, 22% from the South, 1% from the Central Plains, 13% from the West and 1%
from Puerto Rico) and 23% from foreign countries (11% from Canada, 12% from Europe (the United Kingdom, Ireland, and
Germany)). By merchandise category, we derived approximately 63% of our sales from apparel (including footwear), 25%
from home fashions and 12% from jewelry and accessories.

We consider each of our operating divisions to be a segment. The T.J. Maxx and Marshalls store chains are managed as
one division, referred to as Marmaxx, and are reported as a single segment. The Winners and HomeSense chains, which
operate exclusively in Canada, are also managed as one division and are reported as a single segment. Each of our other store
chains, T.K. Maxx, HomeGoods, A.J. Wright, and Bob’s Stores is operated as a division and reported as a separate segment.
More detailed information about our segments, including financial information for each of the last three fiscal years, can be
found in Note O to the consolidated financial statements.

Unless otherwise indicated, all store information is as of January 26, 2008, and references to store square footage are to
gross square feet. Fiscal 2006 means the fiscal year ended January 28, 2006, fiscal 2007 means the fiscal year ended
January 27, 2007, fiscal 2008 means the fiscal year ended January 26, 2008 and fiscal 2009 means the fiscal year ending
January 31, 2009.

Segment Overview

MARMAXX (T.J. MAXX AND MARSHALLS)

Marmaxx operates the largest off-price retailers in the United States, T.J. Maxx and Marshalls, with 847 T.J. Maxx stores
in 48 states and 762 Marshalls stores in 42 states and 14 in Puerto Rico, at fiscal 2008 year-end. We maintain the separate
identities of the T.J. Maxx and Marshalls stores through product assortment, in-store initiatives, marketing and store
appearance. This encourages our customers to shop at both chains.

T.J. Maxx and Marshalls primarily target female shoppers who have families with middle to upper-middle incomes and
who generally fit the profile of a department or specialty store customer. These chains operate with a common buying and
merchandising organization and have a consolidated administrative function, including finance and human resources. The
combined organization, known internally as The Marmaxx Group, offers us increased leverage to purchase merchandise at
favorable prices and allows us to operate with a lower cost structure. These advantages are key to our ability to sell quality,
brand name merchandise at substantial discounts from department and specialty store regular prices.

T.J. Maxx and Marshalls sell quality, brand name and designer merchandise at prices generally 20%-60% below
department and specialty store regular prices. Both chains offer family apparel, accessories, giftware, and home fashions.
Within these broad categories, T.J. Maxx offers a shoe assortment for women and fine jewelry, while Marshalls offers a full-line
footwear department and a larger men’s department. We believe these expanded offerings further differentiate the shopping
experience at T.J. Maxx and Marshalls, driving traffic to both chains.

T.J. Maxx and Marshalls stores are generally located in suburban community shopping centers. T.J. Maxx stores average
approximately 30,000 square feet. Marshalls stores average approximately 32,000 square feet. We currently expect to add a net
of approximately 45 stores in fiscal 2009. Ultimately, we believe that T.J. Maxx and Marshalls together can operate approx-
imately 2,000 stores in the United States and Puerto Rico, an increase of approximately 200 stores over our previous estimate.

HOMEGOODS

HomeGoods is our off-price retail chain that sells exclusively home fashions with a broad array of giftware, home basics,
accent furniture, lamps, rugs, accessories, children’s furniture, and seasonal merchandise for the home. Many of the
HomeGoods stores are stand-alone stores; however, we also combine HomeGoods stores with a T.J. Maxx or Marshalls store
in a superstore format, the majority of which are dual-branded, with both the T.J. Maxx or Marshalls logo and the HomeGoods
logo. In fiscal 2008, we continued to open a different superstore format, called a “combo store,” in which a HomeGoods store
is located beside a T.J. Maxx or Marshalls store, with interior passageways providing access between the stores. This
configuration is also dual-branded with both the T.J. Maxx or Marshalls logo and the HomeGoods logo.

Stand-alone HomeGoods stores average approximately 27,000 square feet. In superstores, which average approximately
53,000 square feet, we dedicate an average of 22,000 square feet to HomeGoods. The 289 stores open at the end of fiscal 2008
include 156 stand-alone stores, 105 superstores and 28 combo stores. In fiscal 2009, we plan to net 25 additional stores. We
believe that the U.S. market could potentially support approximately 550 to 600 HomeGoods stores in the long term.

WINNERS AND HOMESENSE

Winners is the leading off-price retailer in Canada, offering off-price brand name and designer family apparel, acces-
sories, including fine jewelry, home fashions and giftware. Winners operates HomeSense, our Canadian off-price home
fashions chain, launched in fiscal 2001. Like our HomeGoods chain, HomeSense offers a wide and rapidly changing
assortment of off-price home fashions including giftware, home basics, accent furniture, lamps, rugs, accessories and
seasonal merchandise. We operate HomeSense in a stand-alone format, as well as a superstore format where a HomeSense
store and a Winners store are combined or operate side-by-side.

At fiscal 2008 year end, we operated 191 Winners stores, which averaged approximately 29,000 square feet and 71
HomeSense stores, which averaged approximately 24,000 square feet. We expect to add a net of 16 stores in Canada in fiscal
2009, in the stand-alone and superstore format as well as the introduction of a new off-price concept. Ultimately, we believe
the Canadian market can support approximately 230 Winners stores and approximately 80 HomeSense stores.

T.K. MAXX

T.K. Maxx, operating in the United Kingdom, Ireland and Germany, is the only major off-price retailer in any European
country. T.K. Maxx utilizes the same off-price strategies employed by T.J. Maxx, Marshalls and Winners and offers the same
types of merchandise. At the end of fiscal 2008, we operated 221 T.K. Maxx stores in the U.K. and Ireland and 5 in Germany,
which averaged approximately 31,000 square feet. We expect to add a total of 10 T.K. Maxx stores in the U.K. and Ireland in
fiscal 2009 and believe that the U.K. and Ireland can support approximately 275 stores in the long term. In the fall of fiscal
2008, we opened our first 5 T.K. Maxx stores in Germany, and we expect to open an additional 5 stores in Germany in fiscal
2009 for a total of 10 stores in that country by the end of the year. Additionally, T.K. Maxx expects to open its first 5
HomeSense stores in the U.K. in fiscal 2009, which will mark the launch of our Canadian HomeSense concept in Europe.

A.J. WRIGHT

A.J. Wright offers our off-price concept to the moderate income customer demographic, which differentiates this chain
from our other off-price divisions. A.J. Wright stores offer brand-name family apparel, including accessories and footwear, as
well as home fashions and giftware, including toys and games, and special, opportunistic purchases. A.J. Wright stores
average approximately 26,000 square feet. We operated 129 A.J. Wright stores in the United States at fiscal 2008 year end. In
fiscal 2009, we anticipate opening a net of 5 stores in existing markets. Although we are continuing to temper the rate at
which we grow this chain, we believe that the customer demographics of the A.J. Wright concept could ultimately support
approximately 1,000 A.J. Wright stores in the U.S.

BOB’S STORES

Bob’s Stores, acquired in late 2003, offers casual, family apparel and footwear, including workwear, activewear, and
licensed team apparel. Bob’s Stores’ customer demographics span the moderate to upper-middle income bracket. Bob’s
Stores operated 34 stores at the end of fiscal 2008, with an average size of 46,000 square feet. We do not plan to open any new
stores for this division in fiscal 2009 as we continue to evaluate this business.

Store Locations

We operated stores in the following locations as of January 26, 2008:

STORES LOCATED IN THE UNITED STATES:

Marshalls*

HomeGoods*

A. J. Wright

Alabama
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Ohio
Oklahoma
Oregon
Pennsylvania
Puerto Rico
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming

Total Stores

* Includes T.J. Maxx, Marshalls or HomeGoods portion of a superstore.

T.J. Maxx*
18
10
8
73
11
25
3
1
59
33
5
37
17
6
6
9
7
7
11
47
33
12
5
13
3
4
6
14
30
3
47
25
3
38
4
7
39
-
5
19
1
25
38
10
4
30
15
4
16
1

847

6
14
-
103
7
23
3
-
66
28
1
39
10
2
3
4
9
4
23
47
20
12
2
12
-
2
7
9
39
2
57
20
-
18
3
5
30
14
6
9
-
14
61
-
1
24
8
2
7
-

776

2
4
1
31
3
10
1
-
28
9
1
14
2
-
1
3
-
3
7
21
9
8
-
6
-
-
3
5
21
-
19
10
-
9
-
3
9
6
4
4
-
6
9
2
1
7
-
1
6
-

-
-
-
7
-
5
-
1
2
-
-
17
8
-
-
2
-
-
5
20
8
-
-
-
-
-
-
1
7
-
17
-
-
8
-
-
6
-
2
-
-
3
-
-
-
8
-
-
2
-

Bob’s Stores
-
-
-
-
-
13
-
-
-
-
-
-
-
-
-
-
-
-
-
11
-
-
-
-
-
-
-
3
3
-
3
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-

289

129

STORES LOCATED IN CANADA:

Alberta
British Columbia
Manitoba
New Brunswick
Newfoundland
Nova Scotia
Ontario
Prince Edward Island
Quebec
Saskatchewan

Total Stores

* Includes Winners or HomeSense portion of a superstore.

STORES LOCATED IN EUROPE:

United Kingdom
Republic of Ireland
Germany

Total Stores

Other Information

EMPLOYEES

Winners*
23
25
6
3
2
6
88
1
34
3

191

HomeSense*
8
12
1
2
1
2
34
-
10
1

T.K. Maxx
210
11
5

226

At January 26, 2008, we had approximately 129,000 employees, many of whom work less than 40 hours per week. In

addition, we hire temporary employees during the peak back-to-school and holiday seasons.

CREDIT

Our stores operate primarily on a cash-and-carry basis. Each chain accepts credit sales through programs offered by
banks and others. Our co-branded TJX card program for our domestic divisions offered by a major bank expired January 31,
2007, as scheduled. We now offer a new co-branded TJX credit card program, as well as a private label customer credit card
with a different major bank. We do not maintain customer credit receivables related to either program. The rewards program
associated with these credit cards is partially funded by TJX.

BUYING AND DISTRIBUTION

We operate a centralized buying organization that services both the T.J. Maxx and Marshalls chains, while each of our
other chains has its own centralized buying organization. All of our chains are serviced through their own distribution
networks, including the use of third party providers at our HomeGoods and Winners divisions.

TRADEMARKS

We have the right to use our principal trademarks and service marks, which are T.J. Maxx, Marshalls, HomeGoods,
Winners, HomeSense, T.K. Maxx, A.J. Wright and Bob’s Stores, in relevant countries. Our rights in these trademarks and
service marks endure for as long as they are used.

SEASONALITY

Our business is subject to seasonal influences, which causes us generally to realize higher levels of sales and income in

the second half of the year. This is common in the apparel retail business.

COMPETITION

The retail apparel and home fashion business is highly competitive. We compete on the basis of fashion, quality, price,
value, merchandise selection and freshness, brand name recognition and, to a lesser degree, store location. We compete with
local, regional, national and international department, specialty, off-price, discount and outlet stores as well as other retailers

that sell apparel, accessories, home fashions, giftware and other merchandise that we sell, whether in stores, through
catalogues or media or over the internet. We purchase most of our inventory opportunistically and compete for that
merchandise with other off-price apparel and outlet retailers. We also compete with other retailers for associates and for store
locations.

SEC FILINGS AND CERTIFICATIONS

Copies of our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q and current reports on
Form 8-K, and any amendments to those filings pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), are available free of charge on our website, www.tjx.com, under “SEC Filings,” as soon as
reasonably practicable after they are filed electronically with the Securities and Exchange Commission (the “SEC”). They are
also available free of charge from TJX Investor Relations, 770 Cochituate Road, Framingham, Massachusetts, 01701.

The Annual CEO Certification for the fiscal year ended January 27, 2007, as required by Section 303A.12(a) of the Listed
Company Manual of the New York Stock Exchange (“NYSE”), regarding our compliance with the corporate governance listing
standards of the NYSE, was submitted to the NYSE on July 3, 2007.

We have filed the Sarbanes-Oxley Act Section 302 Certifications as an exhibit to this Form 10-K.

I T E M 1 A . R I S K FA C T O R S

The statements in this Section describe the major risks to our business and should be considered carefully, in connection
with all of the other information set forth in this annual report on Form 10-K. In addition, these statements constitute our
cautionary statements under the Private Securities Litigation Reform Act of 1995.

Our disclosure and analysis in this 2007 Form 10-K and in our 2007 Annual Report to Shareholders contain some
forward-looking statements, including some of the statements made under Item 1, “Business,” Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supple-
mentary Data,” and in our 2007 Annual Report to Stockholders under “Letter to Shareholders” and “Financial Graphs.” From
time to time, we also provide forward-looking statements in other materials we release to the public as well as oral forward-
looking statements. Such statements give our current expectations or forecasts of future events; they do not relate strictly to
historical or current facts. We have generally identified such statements by using words such as “anticipate,” “estimate,”
“expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast” and similar expressions in connection with any
discussion of future operating or financial performance. All statements that address activities, events or developments that
we intend, expect or believe may occur in the future are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In particular, these include statements
relating to future actions, future performance or results of current and anticipated sales, expenses, interest rates, foreign
exchange rates, the outcome of contingencies, such as legal proceedings, and financial results.

We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to
risks, uncertainties and potentially inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or
should underlying assumptions prove inaccurate, actual results could differ materially from past results and those antic-
ipated, estimated or projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information,
future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our
Form 10-Q and 8-K reports to the SEC. The risks that follow, individually or in the aggregate, are those that we think could
cause our actual results to differ materially from those stated or implied in forward-looking statements. You should
understand that it is not possible to predict or identify all such factors. Consequently, you should not consider the following
to be a complete discussion of all potential risks or uncertainties.

Our revenue growth could be adversely affected if we do not continue to expand our operations successfully.

We have steadily expanded the number of chains and stores we operate and our selling square footage. Our revenue
growth is dependent upon our ability to continue to expand successfully through new store openings as well as our ability to
increase same store sales. Successful store growth requires selection of store locations in appropriate geographies,
availability of attractive stores or store sites in such locations and negotiation of acceptable terms. Competition for desirable
sites and increases in real estate, construction and development costs could limit our growth opportunities. Even if we
succeed in opening new stores, these new stores may not achieve the same sales or profit levels as our existing stores.
Further, expansion places demands upon us to manage rapid growth, and we may not do so successfully.

Our quarterly operating results can be subject to significant fluctuations and may fall short of either a prior
quarter or investors’ expectations.

Our operating results have fluctuated from quarter to quarter in the past, and we expect that they will continue to do so
in the future. Our earnings may not continue to grow at rates similar to the growth rates achieved in recent years and may fall
short of either a prior quarter or investors’ expectations. If we fail to meet the expectations of securities analysts or investors,
our share price may decline. Factors that could cause us not to meet analysts’ earnings expectations include some factors that
are within our control, such as the execution of our off-price buying; selection, pricing and mix of merchandise; and inventory
management including flow, markon and markdowns; and some factors that are not within our control, including actions of
competitors, weather conditions, economic conditions and consumer confidence, and seasonality. In addition, if we do not
repurchase the number of shares we contemplate pursuant to our stock repurchase programs, our earnings per share may be
adversely affected. Most of our operating expenses, such as rent expense and associate salaries, do not vary directly with the
amount of sales and are difficult to adjust in the short term. As a result, if sales in a particular quarter are below expectations
for that quarter, we may not proportionately reduce operating expenses for that quarter, and therefore such a sales shortfall
would have a disproportionate effect on our net income for the quarter. We maintain a forecasting process that seeks to
project sales and align expenses. If we do not correctly forecast sales or appropriately adjust to actual results, our financial
performance could be adversely affected.

Our future performance is dependent upon our ability to continue to expand within our existing markets and to
extend our off-price model in new product lines, chains and geographic regions.

Our plans for the future require us to continue to expand rapidly within existing and new markets and geographies. Our
growth strategy includes developing new ways to sell more merchandise within our existing stores, continued expansion of
our existing chains in our existing markets and countries, expansion of these chains to new markets and countries, and
development and opening of new concepts, all of which entail significant risk. Our growth is dependent upon our ability to
successfully extend our off-price retail apparel and home fashions concepts in these ways. If we are unable to successfully do
so, our future growth or financial performance could be adversely affected.

If we fail to execute our opportunistic buying and inventory management well, our business could be adversely
affected.

We purchase the majority of our inventory opportunistically with our buyers purchasing close to need. To drive traffic to
the stores and to increase same store sales, the treasure hunt nature of the off-price buying experience requires continued
replenishment of fresh high quality, attractively priced merchandise in our stores. While opportunistic buying enables our
buyers to buy at the right time and price, in the quantities we need and into market trends, it places considerable discretion in
our buyers, subjecting us to risks on the timing, quantity and nature of inventory flowing to the stores. We rely on our
expansive distribution infrastructure to support delivering goods to our stores on time. We must effectively and timely
distribute inventory to stores, maintain an appropriate mix and level of inventory and effectively manage pricing and
markdowns. We regularly change the allocation of floor space within our stores among product categories in response to
demand. Failure to execute our opportunistic inventory buying and inventory management well could adversely affect our
performance and our relationship with our customers.

If we do not implement our marketing, advertising and promotional programs successfully, or if our competitors
are more effective than we are, our revenue may be adversely affected.

We use marketing and promotional programs as one of the ways we attract customers to our stores. We use various media
for our promotional efforts, including print, television, database marketing and direct marketing. Some of our competitors
may have substantially larger marketing budgets, which may provide them with a competitive advantage. There can be no
assurance as to our continued ability to effectively execute our marketing and promotional programs, and any failure to do so
could have a material effect on our revenue and results of operations.

Our actual losses arising from the Computer Intrusion could exceed our reserve for our estimated probable losses,
and our reputation and business could be materially harmed as a result of any future data breach.

We suffered an unauthorized intrusion or intrusions (such intrusion or intrusions, collectively, the “Computer Intru-
sion”) into portions of our computer system that process and store information related to customer transactions, which was
discovered during the fourth quarter of fiscal 2007 and in which we believe that customer data were stolen. Various litigation
has been or may be filed, and various claims have been or may be otherwise asserted, against us and/or our acquiring banks for

which we may be responsible relating to the Computer Intrusion. We have settled some litigation and claims and while we
intend to defend the remaining litigation and claims vigorously, we cannot predict the outcome of such litigation and claims.
Various governmental entities are investigating the actions of the Company with respect to the Computer Intrusion. Although
a number of governmental investigations have been completed, we cannot predict what actions the governmental entities in
the remaining investigations will take and what the consequences will be for us. We have recorded a reserve that reflects our
estimation of probable losses arising from the Computer Intrusion in accordance with generally accepted accounting
principles. While this reserve represents our best estimation of total, potential cash liabilities from pending litigation,
proceedings, investigations and other claims, as well as legal and other costs and expenses, arising from the Computer
Intrusion, there is no assurance that our actual losses will not be greater.

Since discovering the Computer Intrusion, we have taken steps designed to strengthen the security of our computer
systems and protocols and have instituted an ongoing program with respect to data security. Nevertheless, there can be no
assurance that we will not suffer a future data compromise. We rely on commercially available systems, software, tools and
monitoring to provide security for processing, transmission and storage of confidential customer information, such as
payment card and personal information. Further, the systems currently used for transmission and approval of payment card
transactions, and the technology utilized in payment cards themselves, all of which can put payment card data at risk, are
determined and controlled by the payment card industry, not by us. Improper activities by third parties, advances in
computer and software capabilities and encryption technology, new tools and discoveries and other events or developments
may facilitate or result in a further compromise or breach of our computer systems. Any such further compromises or
breaches could cause interruptions in our operations, damage to our reputation and customers’ willingness to shop in our
stores and subject us to additional costs and liabilities.

Our business is subject to seasonal influences and a decrease in sales or margins during the second half of the
year could adversely affect our operating results.

Our business is subject to seasonal influences; we realize higher levels of sales and income in the second half of the year,
which includes the back-to-school and year-end holiday season. Any decrease in sales or margins during this period could
have a disproportionately adverse effect on our financial condition and results of operations.

If we fail to anticipate consumer trends and preferences, our performance could suffer.

Because our success depends on our ability to keep up with consumer trends, we take steps to address the risk that we
will fail to anticipate consumer preferences. These include, for example, maintaining extensive contacts with vendors, with
other retailers, as appropriate, and with the National Retail Federation, comparison shopping and monitoring fashion trends.
Our buying departments and individual buyers monitor consumer trends and preferences in their respective product
categories and areas. We focus on the demographics associated with the customer bases of our divisions and we monitor such
demographics in locating new and remodeled stores. Opportunistic buying close to need helps us respond to consumer
preferences and trends. Nonetheless, we still face the risk that we will fail to effectively anticipate consumer trends and
preferences, which could adversely affect our results.

We experience risks associated with our substantial size and scale.

We operate eight store chains in several countries. Some aspects of the businesses and operations of the chains are
conducted with relative autonomy. The large size of our operations, our multiple businesses and the autonomy afforded to the
chains increase the risk that systems and practices will not be implemented uniformly throughout our Company and that
information will not be appropriately shared across different chains and countries.

Unseasonable weather in the markets in which our stores operate could adversely affect our operating results.

Customers’ willingness to shop and their demand for the merchandise in our stores are affected by adverse and
unseasonable weather. Frequent or unusually heavy snow, ice or rain storms, severe cold or heat or extended periods of
unseasonable temperatures in our markets could adversely affect our sales and increase markdowns. In addition, natural
disasters such as hurricanes, tornadoes and earthquakes, or a combination of these or other factors, could severely damage or
destroy one or more of our stores or facilities located in the affected areas, thereby disrupting our business operations.

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

The retail business is highly competitive. We compete for customers, associates, locations, merchandise, services and
other important aspects of our business with many other local, regional and national retailers. In addition to other retail

stores, we also face competition from other retail distribution channels such as catalogues, media and internet sites.
Competition is characterized by many factors, including price, value, quality, brand names, merchandise assortment,
advertising, marketing and promotional activities, service, location, reputation and credit availability. If we are not able
to compete effectively with regard to these factors, our results of operations could be adversely affected.

If we do not attract and retain quality sales, distribution center and other associates in large numbers as well as
experienced buying and management personnel, our performance could be adversely affected.

Our performance is dependent on recruiting, developing, training and retaining quality sales, distribution center and
other associates in large numbers as well as experienced buying and management personnel. Many of our associates are in
entry level or part-time positions with historically high rates of turnover. The nature of the workforce in the retail industry
subjects us to the risk of immigration law violations, which risk has increased in recent years. Our ability to meet our labor
needs while controlling labor costs is subject to external factors such as unemployment levels, prevailing wage rates,
minimum wage legislation, changing demographics, health and other insurance costs and state labor and employment
requirements. In the event of increasing wage rates, if we do not increase our wages competitively, our customer service
could suffer because of a declining quality of our workforce, or our earnings could decrease if we increase our wage rates. In
addition, certain associates in our distribution centers are members of unions and therefore subject us to the risk of labor
actions. Because of the distinctive nature of our off-price model, we must do significant internal training and development.
The market for retail management is highly competitive and, in common with other retailers, we face challenges in securing
sufficient management talent. Changes that adversely impact our ability to attract and retain quality associates and
management personnel could adversely affect our performance.

If we engage in mergers or acquisitions of new businesses, or divest any of our current businesses, our business
will be subject to additional risks.

We have grown our business in part through mergers and acquisitions. Integrating new stores and concepts can be a
difficult task. We may consider opportunities to acquire new businesses or to divest any of our current business segments.
Acquisition or divestiture activities may divert attention of our executive management team away from the existing
businesses. We may do a less than optimal job of due diligence or evaluation of target companies. Divestiture also involves
risks, such as the risk of future exposure on lease obligations. Failure to execute on mergers or divestitures in a satisfactory
manner could have an adverse effect on our future business prospects or our financial performance in the future.

If we are unable to operate information systems and implement new technologies effectively, our business could
be disrupted or our sales or profitability could be reduced.

The efficient operation of our business is dependent on our information systems, including our ability to operate them
effectively and to successfully implement new technologies, systems, controls and adequate disaster recovery systems. In
addition, we must protect the confidentiality of data of our Company, our associates, our customers and other third parties.
The failure of our information systems to perform as designed or our failure to implement and operate them effectively could
disrupt our business or subject us to liability and thereby harm our profitability.

We depend upon strong cash flows from our operations to support new capital expansion, operations, debt repay-
ment and stock repurchase program.

Our business is dependent upon our operations generating strong cash flows to support our capital expansion
requirements, our general operating activities and our stock repurchase programs and to fund debt repayment and the
availability of financing sources. Our inability to continue to generate sufficient cash flows to support these activities or the
lack of availability of financing in adequate amounts and on appropriate terms could adversely affect our financial
performance or our earnings per share growth.

Consumer spending is adversely affected by general economic and other factors, which are beyond our control,
and could adversely affect our sales and operating results.

Interest rates; recession; inflation; deflation; consumer credit availability; consumer debt levels; energy costs; tax rates
and policy; unemployment trends; threats or possibilities of war, terrorism or other global or national unrest; actual or
threatened epidemics; political or financial instability; and general economic, political and other factors beyond our control
have significant effects on consumer confidence and spending. Consumer spending can, in turn, affect sales at retailers,
including TJX. These factors beyond our control could adversely affect our sales and performance.

Issues with merchandise quality or safety could result in damage to our reputation, sales or financial results.

Merchandise we sell in our stores is subject to regulation of, and regulatory standards set by, various governmental
authorities with respect to quality and safety. Regulations and standards in this area may change from time to time, and
substantial additional regulations and standards have been proposed. Our inability to comply on a timely basis with regulatory
requirements could result in significant fines or penalties, which could have a material adverse effect on our financial results.
Issues with the quality and safety of merchandise we sell in our stores, regardless of our fault, or customer concerns about
such issues, could result in damage to our reputation, lost sales, uninsured product liability claims or losses, merchandise
recalls and increased costs, which could have a material adverse effect on our financial results.

We are subject to import risks associated with importing merchandise from abroad.

Many of the products sold in our stores are sourced by our vendors and to a limited extent by us in many foreign
countries. Imported merchandise is subject to various risks, including potential disruptions in supply, changes in duties,
tariffs, quotas and voluntary export restrictions on imported merchandise, strikes and other events affecting delivery;
consumer perceptions of the safety of imported merchandise, particularly merchandise imported from the People’s Republic
of China; and economic, political or other problems in countries from or through which merchandise is imported. Political or
financial instability, trade restrictions, tariffs, currency exchange rates, transport capacity and costs and other factors
relating to international trade and imported merchandise are beyond our control and could affect the availability and the
price of our inventory.

Our expanding international operations expose us to risks inherent in foreign operations.

We have a significant presence in Canada, the United Kingdom and Ireland, and have recently expanded into Germany.
We may also seek to expand into other international markets in the future. Our foreign operations encounter risks similar to
those faced by our U.S. operations, as well as risks inherent in foreign operations, such as understanding the retail climate and
trends, local customs and competitive conditions in foreign markets, complying with foreign laws, rules and regulations, and
foreign currency fluctuations, which could have an adverse impact on our profitability.

Litigation and changes in laws and regulations and accounting rules and principles could negatively affect our
business operations and financial performance.

Various aspects of our operations are subject to federal, state or local laws, rules and regulations, any of which may
change from time to time. Generally accepted accounting principles may change from time to time, as well. In addition, we are
regularly involved in various litigation matters that arise in the ordinary course of business. Litigation, regulatory devel-
opments and changes in accounting rules and principles could adversely affect our business operations and financial
performance.

We own and lease for long periods significant amounts of real estate, which subjects us to various financial
risks.

We lease virtually all of our store locations generally for long terms and either own or lease other real estate on which our
primary distribution centers and administrative offices are located. Accordingly, we are subject to all of the risks associated
with owning and leasing real estate. While we have the right to terminate some of our leases under specified conditions by
making specified payments, we may not be able to cancel a particular lease. If an existing or future store is not profitable, and
we decide to close it, we may be committed to perform certain obligations under the applicable lease including, among other
things, paying the rent for the balance of the lease term. When we assign or sublease leased property, we can remain liable if
the sublessee does not perform. In addition, as each of the leases expires, we may be unable to negotiate renewals, either on
commercially acceptable terms or at all, which could cause us to close stores in desirable locations.

Our stock price may fluctuate based on market expectations.

The public trading of our stock is based in large part on market expectations that our business will continue to grow and
that we will achieve certain levels of net income. If the securities analysts that regularly follow our stock lower their rating or
lower their projections for future growth and financial performance, the market price of our stock is likely to drop. In addition,
if our quarterly financial performance does not meet the expectations of securities analysts, our stock price would likely
decline. The decrease in the stock price may be disproportionate to the shortfall in our financial performance.

Our results may be adversely affected by fluctuations in the price of oil.

Prices of oil have fluctuated dramatically in the past. These fluctuations may result in an increase in our transportation
costs for distribution, utility costs for our retail stores and costs to purchase our products from suppliers. A continued rise in
oil prices could adversely affect consumer spending and demand for our products and increase our operating costs, both of
which could have an adverse effect on our performance.

I T E M 1 B . U N R E S O LV E D S TA F F C O M M E N T S

None

I T E M 2 . P R O P E RT I E S

We lease virtually all of our store locations, generally for 10 years with options to extend the lease term for one or more
5-year periods. We have the right to terminate some of these leases before the expiration date under specified circumstances
and for specified payments.

The following is a summary of our primary distribution centers and primary administrative office locations as of
January 26, 2008. Square footage information for the distribution centers represents total “ground cover” of the facility.
Square footage information for office space represents total space occupied:

Distribution Centers

T.J. Maxx

Marshalls

Winners and HomeSense

HomeGoods

T.K. Maxx

A.J. Wright

Bob’s Stores

Office Space

Worcester, Massachusetts
Evansville, Indiana
Las Vegas, Nevada

Charlotte, North Carolina
Pittston Township, Pennsylvania

Decatur, Georgia
Woburn, Massachusetts
Bridgewater, Virginia
Philadelphia, Pennsylvania

Brampton, Ontario
Mississauga, Ontario

Brownsburg, Indiana
Bloomfield, Connecticut

Milton Keynes, England
Wakefield, England
Stoke, England
Walsall, England

Fall River, Massachusetts
South Bend, Indiana

Meriden, Connecticut

(500,000 s.f. — owned)
(983,000 s.f. — owned)
(713,000 s.f. shared
with Marshalls — owned)
(600,000 s.f. — owned)
(1,017,000 s.f. — owned)

(780,000 s.f. — owned)
(473,000 s.f. — leased)
(562,000 s.f. — leased)
(1,001,000 s.f. — leased)

(506,000 s.f. — leased)
(667,000 s.f. — leased)

(805,000 s.f. — owned)
(803,000 s.f. — owned)

(108,000 s.f. — leased)
(176,000 s.f. — leased)
(261,000 s.f. — leased)
(275,000 s.f. — leased)

(501,000 s.f. — owned)
(542,000 s.f. — owned)

(200,000 s.f. — leased)

TJX, T.J. Maxx, Marshalls,
HomeGoods, A.J. Wright

Bob’s Stores

Winners and HomeSense

T.K. Maxx

Framingham and Westboro,
Massachusetts

Meriden, Connecticut

Mississauga, Ontario

Watford, England

(1,254,000 s.f. — leased in
several buildings)

(21,000 s.f. — leased)

(141,000 s.f. — leased)

(61,000 s.f. — leased)

The table below indicates the approximate average store size as well as the gross square footage of stores and

distribution centers, by division, as of January 26, 2008:

T.J. Maxx
Marshalls
Winners(1)
HomeSense(2)
HomeGoods(3)
T.K. Maxx
A.J. Wright
Bob’s Stores

Total

Average
Store Size

30,000
32,000
29,000
24,000
25,000
31,000
26,000
46,000

Total Square Feet
(In thousands)

Stores

25,225
24,669
5,566
1,705
7,130
7,085
3,312
1,548

76,240

Distribution
Centers

3,813
2,816
1,173
-
1,608
820
1,043
200

11,473

(1) Distribution centers currently service both Winners and HomeSense stores.
(2) A HomeSense stand-alone store averages 28,000 square feet, while the HomeSense portion of a superstore format averages 23,000 square feet.
(3) A HomeGoods stand-alone store averages 27,000 square feet, while the HomeGoods portion of a superstore format averages 22,000 square feet.

I T E M 3 . L E G A L P R O C E E D I N G S

Computer Intrusion Related Litigation. Putative class actions were filed against TJX and were consolidated in the
District of Massachusetts, In re TJX Companies Retail Security Breach Litigation, 07-cv-10162, putatively on behalf of
customers in the United States, Puerto Rico and Canada whose transaction data were allegedly compromised by the
Computer Intrusion and putatively on behalf of all financial institutions that received alerts from MasterCard or Visa related
to the Computer Intrusion identifying payment cards issued by such financial institutions, and which thereafter suffered
damages from actual reissuance costs, monitoring expenses or fraud loss. These putative class actions asserted claims for
negligence and related common-law and/or statutory causes of action stemming from the Computer Intrusion, and sought
various forms of relief including damages, related injunctive or equitable remedies, multiple or punitive damages, and
attorneys’ fees.

On September 21, 2007, TJX entered into a settlement agreement with respect to the consolidated consumer class
actions, amended November 14, 2007, which remains subject to various conditions and to final Court approval. A hearing on
final approval has been scheduled for July 2008.

On October 12, 2007, the Court dismissed the plaintiffs’ claims in the consolidated financial institution class action other
than claims of negligent misrepresentation and a state statutory claim based on the same claims of negligent
misrepresentation. On November 29, 2007, the Court denied the plaintiffs’ motions for class certification in the
consolidated financial institution class action. Subsequently, the Court dismissed the action for lack of subject matter
jurisdiction and ordered it transferred to Massachusetts state court. TJX obtained a stay of the transfer order from the
United States Court of Appeals for the First Circuit and filed a notice of appeal of both the transfer order and certain other
rulings. Plaintiffs filed a notice of appeal of the Court’s denial of their motions for class certification and other adverse rulings.
The two appeals have been consolidated. TJX and the named plaintiffs other than AmeriFirstBank entered into a settlement
of their claims in this litigation.

On November 29, 2007, TJX and its acquiring bank entered into a settlement agreement with Visa U.S.A. Inc. and Visa
Inc. relating to the Computer Intrusion. Financial institutions representing more than 95% of eligible U.S. Visa accounts
potentially affected by the Computer Intrusion accepted the settlement provided under this agreement. As part of the
settlement, such issuers released TJX and its U.S. acquiring bank with regard to all claims, including the putative financial
institutions class action, in connection with any injury or harm such issuers may have incurred as Visa issuers with respect to
any of identified Visa accounts relating to the Computer Intrusion.

On January 16, 2008, AmeriFirstBank, one of the plaintiffs in the consolidated purported financial institution class
action, and an additional plaintiff filed a new action in Massachusetts state court, AmeriFirstBank et al. v. The TJX
Companies, Inc. et al, Massachusetts Superior Court 08-0229. The new action raises allegations and claims nearly identical
to those asserted in the purported federal financial institutions class action (and now on appeal). Plaintiffs indicated in their
complaint that they intend to bring class allegations depending on pre-trial rulings by the state court. TJX removed the case
to federal court, the federal court remanded it back to state court, and TJX has sought leave to appeal the remand and a stay
of the state court action.

The Arkansas Carpenters Pension Fund, the purported beneficial holder of 4,500 shares of TJX common stock,
commenced an action in the Delaware Chancery Court under Section 220 of the Delaware General Corporation Law
demanding to inspect certain of TJX’s books and records relating to the Computer Intrusion and TJX’s response to the
Computer Intrusion. As relief, the plaintiff seeks the right to inspect records dating back to 2003, as well as its attorneys’ fees
and costs.

Other Litigation. Putative class actions have been filed against TJX and have been consolidated in the United States
District Court for the District of Kansas, In re: The TJX Companies, Inc. Fair and Accurate Credit Transactions Act
(FACTA) Litigation, MDL Docket No. 1853, putatively on behalf of persons in the United States to whom TJX provided
credit card or debit card receipts in alleged violation of the Fair and Accurate Credit Transactions Act, 15 U.S.C. § 1681 et seq.
The plaintiffs in these actions seek statutory damages, punitive damages, injunctive relief, and costs and attorneys’ fees.
Discovery as to class certification issues has commenced, and TJX has filed a motion to dismiss these actions.

A putative class action, Mason Lee v. Marshalls of California, Inc. (Case No. RG07337021), was filed in Alameda
County, California, Superior Court on July 23, 2007 for alleged violations of certain sections of the California Labor Code,
principally Section 212 (prohibiting issuance of out-of-state paychecks), Section 226.7 (requiring paid rest periods) and
Section 226 (requiring certain information on paychecks). The Complaint seeks unspecified actual damages, penalties of
$100 for each aggrieved employee for the initial violation and $200 for each aggrieved employee for each subsequent
violation, together with attorneys’ fees and costs.

TJX intends to defend all pending litigation vigorously.

Government Investigations. A multi-state group of 39 state Attorneys General is investigating whether the Company
may have violated their respective state consumer protection laws with respect to the Computer Intrusion. TJX has
responded to Civil Investigative Demands with respect to this investigation.

The Federal Trade Commission is investigating whether the Company may have violated federal law regarding consumer

protection and related matters with respect to the Computer Intrusion.

I T EM 4. SUB MI SSI O N O F MAT TER S T O A VO T E O F SECUR I T Y H O LD ER S

There was no matter submitted to a vote of TJX’s security holders during the fourth quarter of fiscal 2008.

PART II

I T E M 5. M A R KE T F O R T H E R EG I S T R AN T ’ S C O M M O N E Q U I T Y, R ELAT ED S EC U R I T Y

H O LD ER M AT T ER S AN D I SSU ER P UR CH ASE S O F E Q UI T Y SECUR I T I ES

Price Range of Common Stock

Our common stock is listed on the New York Stock Exchange (Symbol: TJX). The quarterly high and low sale prices for

the equity for fiscal 2008 and fiscal 2007 are as follows:

Quarter
First
Second
Third
Fourth

Fiscal 2008

Fiscal 2007

High
$29.84
$30.19
$32.46
$31.95

Low
$25.74
$26.34
$26.29
$25.49

High
$26.28
$25.11
$29.74
$30.24

Low
$23.81
$22.16
$24.00
$26.67

The approximate number of common shareholders at January 26, 2008 was 52,000.

We declared four quarterly dividends of $0.09 per share for fiscal 2008 and $0.07 per share for fiscal 2007. While our
dividend policy is subject to periodic review by our Board of Directors, we currently intend to continue to pay comparable
dividends in the future.

Information on Share Repurchases

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal 2008 and the average

price paid per share are as follows:

Number of Shares
Repurchased

Average Price Paid
Per Share(1)

Total Number of
Shares Purchased as
Part of a Publicly
Announced
Plan or Program(2)

Maximum Number
(or Approximate
Dollar Value) of
Shares that May Yet
be Purchased Under
the Plans or
Programs

3,799,900

2,840,032

3,908,198
10,548,130

$28.21

$29.10

$28.14

3,799,900

$678,592,630

2,840,032

$595,938,461

3,908,198
10,548,130

$485,950,068

October 28, 2007 through
November 24, 2007

November 25, 2007

through December 29, 2007

December 30, 2007

through January 26, 2008
Total:

(1) Average price paid per share includes commissions and is rounded to the nearest two decimal places.
(2) Of the $950 million of repurchases made during fiscal 2008, $436 million completed a $1 billion stock repurchase program initially authorized in October 2005,
and $514 million were made under a $1 billion stock repurchase program authorized in January 2007. In February 2008, our Board of Directors authorized an
additional multi-year stock repurchase plan of $1 billion, which is in addition to the $486 million remaining under the January 2007 plan as of January 26, 2008.

The following table provides certain information as of January 26, 2008 with respect to our equity compensation plans:

Equity Compensation Plan Information

Plan Category
Equity compensation plans

approved by security holders
Equity compensation plans not

approved by security holders(1)

Total

(a)
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights

(b)
Weighted-Average Exercise
Price of Outstanding
Options, Warrants and
Rights

(c)
Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans (Excluding
Securities Reflected in Column (a))

35,153,205

N/A

35,153,205

$22.17

N/A

$22.17

16,961,848

N/A

16,961,848

(1) All equity compensation plans have been approved by shareholders.

For additional information concerning our equity compensation plans, see Note G to our consolidated financial

statements, on page F-16.

I T E M 6 . S E L E C T E D F I N A N C I A L D ATA

Selected Financial Data

Amounts in thousands
except per share amounts

Income statement and per share data:
Net sales
Income from continuing operations

2008

Fiscal Year Ended January(1)
2007

2006

2005

2004

(53 Weeks)

$18,647,126
771,750
$

$17,404,637
776,756
$

$15,955,943
689,834
$

$14,860,746
610,217
$

$13,300,194
608,906
$

Weighted average common shares for diluted

earnings per share calculation

Diluted earnings per share from continuing operations $
Cash dividends declared per share
$
Balance sheet data:

468,046
1.66
0.36

480,045
1.63
0.28

$
$

491,500
1.41
0.24

$
$

509,661
1.21
0.18

$
$

531,301
1.16
0.14

$
$

Cash and cash equivalents
Working capital
Total assets
Capital expenditures
Long-term obligations(2)
Shareholders’ equity

$
732,612
$ 1,231,301
$ 6,599,934
526,987
$
$
853,460
$ 2,131,245

$
856,669
$ 1,365,833
$ 6,085,700
378,011
$
$
808,027
$ 2,290,121

465,649
$
888,276
$
$ 5,496,305
495,948
$
$
807,150
$ 1,892,654

307,187
$
701,008
$
$ 5,075,473
429,133
$
$
598,540
$ 1,746,556

246,403
$
761,228
$
$ 4,396,767
409,037
$
$
692,321
$ 1,627,053

Other financial data:

After-tax return (continuing operations) on average

shareholders’ equity

Total debt as a percentage of total capitalization(3)

Stores in operation at year-end:

T.J. Maxx
Marshalls
Winners
T.K. Maxx
HomeGoods
A.J. Wright(4)
HomeSense
Bob’s Stores

Total

Selling Square Footage at year-end:

T.J. Maxx
Marshalls
Winners
T.K. Maxx
HomeGoods
A.J. Wright(4)
HomeSense
Bob’s Stores

Total

34.9%
28.6%

37.1%
26.1%

37.9%
29.9%

36.2%
28.6%

39.5%
30.0%

847
776
191
226
289
129
71
34

821
748
184
210
270
129
68
36

799
715
174
197
251
152
58
35

771
697
168
170
216
130
40
32

745
673
160
147
182
99
25
31

2,563

2,466

2,381

2,224

2,062

20,025
19,759
4,389
5,096
5,569
2,576
1,358
1,242

60,014

19,390
19,078
4,214
4,636
5,181
2,577
1,280
1,306

57,662

18,781
18,206
4,012
4,216
4,859
3,054
1,100
1,276

55,504

18,033
17,511
3,811
3,491
4,159
2,606
747
1,166

51,524

17,385
16,716
3,576
2,841
3,548
1,967
468
1,124

47,625

(1) Fiscal 2006 and prior fiscal years have been adjusted to reclassify the operating results of the A.J. Wright store closings to discontinued operations. See
Note C to the consolidated financial statements. Fiscal 2005 and prior fiscal years have been adjusted to reflect the effect of adopting Statement of
Financial Accounting Standards No. 123(R). See Note A to the consolidated financial statements at “Stock-Based Compensation.”

(2) Includes long-term debt, exclusive of current installments and capital lease obligations, less portion due within one year.
(3) Total capitalization includes shareholders’ equity, short-term debt, long-term debt and capital lease obligation, including current maturities.
(4) A.J. Wright stores in operation and selling square footage for fiscal 2006 and prior fiscal years include store counts and square footage for the stores that

are part of discontinued operations.

I T E M 7. M A N A G E ME NT ’ S D I SCUSSI O N A ND AN A LYSI S O F F I NA NC I A L C O N D I T I O N A ND

R ESU LT S O F O PE R ATI O N S

The following discussion contains forward-looking information and should be read in conjunction with the consolidated
financial statements and notes thereto included elsewhere in this report. Our actual results could differ materially from the
results contemplated by these forward-looking statements due to various factors, including those discussed in Item 1A of this
report under the section entitled “Risk Factors.”

The discussion that follows relates to our fiscal years ended January 26, 2008 (fiscal 2008), January 27, 2007 (fiscal

2007) and January 28, 2006 (fiscal 2006).

In November 2006, we announced our decision to close 34 A.J. Wright stores as part of a repositioning of the chain. The
following discussion reviews our results from continuing operations, which excludes the results of the closed A.J. Wright
stores. The cost to close these stores was recorded as a discontinued operation in the fourth quarter of fiscal 2007 and the
operating income or loss from these stores is also presented as a discontinued operation for all periods presented. All
references in the following discussion are to continuing operations unless otherwise indicated.

We suffered an unauthorized intrusion or intrusions (such intrusion or intrusions collectively, the “Computer Intrusion”)
into portions of our computer system, which was discovered during the fourth quarter of fiscal 2007 and in which we believe
customer data were stolen. See “Provision for Computer Intrusion related costs” below and Note B to the consolidated
financial statements.

Results of Operations

FISCAL 2008 OVERVIEW:

— Net sales for fiscal 2008 were $18.6 billion, a 7% increase over fiscal 2007.

— Consolidated same store sales increased 4% in fiscal 2008 over the prior year. Currency exchange rates favorably

impacted same store sales growth contributing approximately two percentage points to the increase.

— We increased both the number of our stores and our selling square footage by 4% in fiscal 2008. We ended the fiscal

year with 2,563 stores in operation.

— The fiscal 2008 results reflect pre-tax charges of $197.0 million with respect to the Computer Intrusion, including pre-
tax costs of $37.8 million we expensed as incurred in the first six months and a $159.2 million charge for a pre-tax
reserve for estimated losses thereafter.

— Our pre-tax margin (the ratio of pre-tax income to net sales) declined from 7.2% in fiscal 2007 to 6.7% in fiscal 2008.
The Provision for Computer Intrusion related costs, which reduced our pre-tax margin by 1.0% for fiscal 2008, more
than offset what would otherwise have been an increase in our pre-tax margin.

— Income from continuing operations for fiscal 2008 was $771.8 million, or $1.66 per diluted share, compared to
$776.8 million, or $1.63 per diluted share, last year. Fiscal 2008 income from continuing operations was reduced by
$119 million, or $0.25 per share, for the after-tax impact of the Provision for Computer Intrusion related costs. Fiscal
2007 income from continuing operations was reduced by $3 million for such costs, which did not change the fiscal
2007 earnings per share.

— We continued to generate strong cash flows from operations which allowed us to fund our stock repurchase program
as well as our capital investment needs. During fiscal 2008, we repurchased 33.3 million shares at a cost of
$950 million, which favorably affected our earnings per share.

— Average per store inventories, including inventory on hand at our distribution centers, were up 2% at the end of fiscal

2008 as compared to an increase of 7% for the prior year end.

The following is a summary of our operating results at the consolidated level. This discussion is followed by an overview
of operating results by segment. All references to earnings per share are diluted earnings per share from continuing
operations unless otherwise indicated. All prior periods have been adjusted to reclassify the operating results of the A.J.
Wright store closings to discontinued operations. See also Note C to our consolidated financial statements.

Net sales: Net sales for fiscal 2008 totaled $18.6 billion, a 7% increase over net sales of $17.4 billion in fiscal 2007. Net
sales for fiscal 2007 increased 9% over net sales of $16.0 billion for fiscal 2006. The 7% increase in net sales for fiscal 2008
reflects a 3% increase from new stores and a 4% increase in same store sales. The 9% increase in net sales for fiscal 2007
reflects increases of 5% from new stores and 4% from same store sales.

New stores are a major source of sales growth. Our consolidated store count increased by 4% in both fiscal 2008 and
fiscal 2007 over the respective prior year periods, and our selling square footage increased by 4% in fiscal 2008 and 5% in
fiscal 2007. We expect to add 109 stores (net of store closings) in the fiscal year ending January 31, 2009 (fiscal 2009), a 4%
increase in our consolidated store base. We also expect to increase our selling square footage base by 4%.

The 4% increase in same store sales for fiscal 2008 was driven by a strong performance at our international businesses as
well as the favorable impact of foreign currency exchange rates, which contributed approximately two percentage points of
growth. At our domestic divisions, sales of dresses, footwear and accessories were strong, partially offset by softer sales in the
balance of the women’s apparel category. Home categories at Marmaxx, our largest division, were also weak. Same store sales
also benefited from the continued expansion of footwear departments in Marshalls. During fiscal 2008, we rolled out
expanded footwear departments in approximately 240 Marshalls stores and plan to continue this expansion in approximately
200 Marshalls stores in fiscal 2009, bringing the total to approximately 720. Same store sales for fiscal 2008 at our
international businesses were above the consolidated average. Within the U. S., the strongest regions were the West coast and
the Northeast, while Florida and the Southeast trailed the U.S. average. Overall transaction volume was slightly down, more
than offset by an increase in the average ticket.

The 4% increase in same store sales for fiscal 2007 was driven by growth in unit sales and increased transactions as well
as the strong performance at our international businesses (Winners’ same store sales increased 5% and T.K. Maxx same store
sales increased 6%, both in local currency). Net sales for fiscal 2007 reflected growth in both apparel and home fashions.
Within apparel, jewelry, accessories and footwear (combined), as well as misses sportswear and dresses performed well. As
for home fashions, giftware and home decorative products performed well while our “soft” home categories (bedding, linens,
etc.) did not perform to our expectations. Same store sales also benefited from the continued expansion of footwear
departments in Marshalls. During fiscal 2007, we added 134 expanded footwear departments, bringing the total number of
stores with the expanded footwear departments to 280. These stores had same store sales growth that exceeded the chain
average. The expansion of jewelry and accessory departments at T.J. Maxx was substantially completed during fiscal 2007,
with 686 out of the total 821 stores having expanded departments at year end. In the U. S., same store sales increased across
almost all regions, with the Northeast, Southwest and Mid-Atlantic areas experiencing the strongest growth. Same store sales
growth was favorably impacted by foreign currency exchange rates, which contributed approximately one percentage point
of growth.

We define same store sales to be sales of those stores that have been in operation for all or a portion of two consecutive
fiscal years, or in other words, stores that are starting their third fiscal year of operation. We classify a store as a new store
until it meets the same store criteria. We determine which stores are included in the same store sales calculation at the
beginning of a fiscal year and the classification remains constant throughout that year, unless a store is closed. We calculate
same store sales results by comparing the current and prior year weekly periods that are most closely aligned. Relocated
stores and stores that are increased in size are generally classified in the same way as the original store, and we believe that
the impact of these stores on the consolidated same store percentage is immaterial. Consolidated and divisional same store
sales are calculated in U.S. dollars. We also show divisional same store sales in local currency for our foreign divisions because
this removes the effect of changes in currency exchange rates, and we believe it is a more appropriate measure of the
divisional operating performance.

The following table sets forth our consolidated operating results as a percentage of net sales:

Net sales

Cost of sales, including buying and occupancy costs

Selling, general and administrative expenses

Provision for Computer Intrusion related costs

Interest (income) expense, net

Fiscal Year Ended January

2008

2007

2006

100.0% 100.0%

100.0%

75.5

16.8

1.0

75.9

16.8

0.1

76.6

16.9

0.2

Income from continuing operations before provision for income taxes

6.7%

7.2%

6.3%

Cost of sales, including buying and occupancy costs: Cost of sales, including buying and occupancy costs, as a
percentage of net sales was 75.5% in fiscal 2008, 75.9% in fiscal 2007 and 76.6% in fiscal 2006. This ratio for fiscal 2008, as
compared to fiscal 2007, reflected an improvement in our consolidated merchandise margin (0.5 percentage points), due to
improved markon and lower markdowns. Throughout fiscal 2008, we solidly executed our off-price fundamentals, buying

close to need and taking advantage of opportunities in the market place. This merchandise margin improvement was partially
offset by a slight increase in occupancy costs as a percentage of net sales. All other buying and occupancy costs remained
relatively flat as compared to the same period last year.

Cost of sales, including buying and occupancy costs, as a percentage of net sales for fiscal 2007 as compared with fiscal
2006 reflected an improvement in our consolidated merchandise margin (0.4 percentage points) as well as expense leverage
due to our cost containment initiatives and the impact of strong same store sales growth. These improvements in the fiscal
2007 expense ratio were partially offset by increases in some operating costs as a percentage of net sales, primarily
occupancy costs (0.2 percentage points).

Selling, general and administrative expenses: Selling, general and administrative expenses as a percentage of net
sales were 16.8% in fiscal 2008 and fiscal 2007 and was 16.9% in fiscal 2006. The fiscal 2008 expense ratio remained
consistent with the prior year with a planned increase in advertising costs (0.1 percentage point) and a fourth quarter
impairment charge at our Bob’s Stores division (0.1 percentage point) being offset by our continuing cost containment
initiatives. The decrease in fiscal 2007 compared to fiscal 2006 reflects expense leverage across most categories, partially
offset by a planned increase in marketing expense (0.1 percentage point).

Provision for Computer Intrusion related costs: We face potential liabilities and costs as a result of claims,
litigation and investigations with respect to the Computer Intrusion. During the first six months of fiscal 2008, we expensed
pre-tax costs of $37.8 million for costs we incurred related to the Computer Intrusion. In the second quarter of fiscal 2008, we
were able to reasonably estimate our potential losses related to the Computer Intrusion and, accordingly, established a pre-
tax reserve of $178.1 million and recorded a pre-tax charge in that amount. Subsequently, as previously disclosed, we settled
the purported customer class actions (subject to final court approval), settled claims of Visa USA, Visa Inc. and substantially
all U.S. Visa issuers and settled with most of the named plaintiffs in the purported financial institution class action. During the
fourth quarter of fiscal 2008, we reduced our reserve and the Provision for Computer Intrusion related costs by $18.9 million
as a result of insurance proceeds with respect to the Computer Intrusion, which had not previously been reflected in the
reserve, as well as a reduction in our estimated legal and other fees as we have continued to resolve outstanding disputes,
litigation and investigations. As of January 26, 2008, our reserve balance was $117.3 million reflecting amounts paid for
settlements (primarily the Visa settlement), legal and other fees. Our reserve reflects our current estimation of probable
losses in accordance with generally accepted accounting principles with respect to the Computer Intrusion and includes our
current estimation of total potential cash liabilities, from pending litigation, proceedings, investigations and other claims, as
well as legal and other costs and expenses, arising from the Computer Intrusion. In addition, we expect to record non-cash
costs with respect to the customer class actions settlement, if finally approved, when incurred, which we do not expect to be
material to our financial statements. As an estimate, our reserve is subject to uncertainty, and our actual costs may vary from
our current estimate and such variations may be material. We may decrease or increase the amount of our reserve to adjust
for developments in the course and resolution of litigation, claims and investigations and related expenses and for other
changes in our estimates.

Interest (income) expense, net: Interest (income) expense, net amounted to income of $1.6 million for fiscal 2008,
expense of $15.6 million for fiscal 2007 and expense of $29.6 million in fiscal 2006. These changes were the result of interest
income totaling $40.7 million in fiscal 2008 versus $23.6 million for fiscal 2007 and $9.4 million in fiscal 2006. The additional
interest income in fiscal 2008 versus fiscal 2007, as well as fiscal 2007 versus fiscal 2006, was due to higher cash balances
available for investment, as well as higher interest rates earned on our investments.

Income taxes: Our effective annual income tax rate was 37.9% in fiscal 2008, 37.7% in fiscal 2007 and 31.6% in fiscal
2006. The increase in the tax rate for fiscal 2008 as compared to fiscal 2007 reflects the absence of some fiscal 2007 one-time
benefits as well as an increase due to certain FIN 48 tax positions, partially offset by the favorable impact of increased income
at our foreign operations and increased foreign tax credits. During fiscal 2008, we changed our assertion regarding the
undistributed earnings of one of our Puerto Rican subsidiaries. Beginning in fiscal 2008’s third quarter, we concluded that the
undistributed earnings of our Puerto Rican subsidiary that operates Marshalls stores would not be permanently reinvested.
As a result, we recorded a deferred tax liability for the effect of the undistributed income and, in addition, we were able to
fully recognize the benefit of accumulated foreign tax credits that had been earned at the subsidiary level. The net impact of
this change in assertion was a reduction in our effective income tax rate of 0.4 percentage points. Prior to this period, the
earnings of this Puerto Rican subsidiary were deemed to be indefinitely reinvested.

The increase in the fiscal 2007 effective income tax rate reflected the absence of one-time tax benefits recorded in the
fourth quarter of fiscal 2006 (benefit for repatriation of earnings from our Canadian subsidiary and the correction of
accounting for the tax impact of foreign currency gains on certain intercompany loans) which favorably impacted fiscal 2006

effective income tax rate by 6.8 percentage points. The fiscal 2007 effective income tax rate benefited through July 20, 2006
from the tax treatment of foreign currency gains and losses on certain intercompany loans between Winners and TJX. This
tax treatment reduced the fiscal 2007 effective income tax rate by 0.2 percentage points. Effective July 20, 2006, we re-
designated one of these intercompany loans and the related hedge as a net investment in our foreign operations, and gains
and losses on these items after July 20, 2006 are recorded in other comprehensive income, net of tax effects. In addition, the
fiscal 2007 effective income tax rate was favorably impacted by increased income at our foreign operations (a portion of
which is taxed at a lower rate than our domestic operations) as well as settlement of a state tax assessment for less than the
related reserves. Combined, these two items reduced the effective income tax rate by 0.6 percentage points as compared to
fiscal 2006.

Income from continuing operations: Income from continuing operations was $771.8 million in fiscal 2008,
$776.8 million in fiscal 2007 and $689.8 million in fiscal 2006. Income from continuing operations per share was $1.66 in
fiscal 2008, $1.63 in fiscal 2007 and $1.41 in fiscal 2006. Unlike many companies in the retail industry, we did not have a 53rd
week in fiscal 2007, but will have a 53rd week in fiscal 2009.

Income from continuing operations for fiscal 2008 was adversely impacted by the charge relating to the Computer
Intrusion of approximately $119 million, after tax, which reduced earnings per share by $0.25 per share. Income from
continuing operations for fiscal 2007 was adversely impacted by the charge relating to the Computer Intrusion of approx-
imately $3 million, after tax, which reduced fourth quarter earnings per share by $0.01 per share but did not change full year
earnings per share.

Income from continuing operations for fiscal 2006 was favorably impacted by a tax benefit of $47 million, or $0.10 per
share, due to the repatriation of foreign earnings as well as a tax benefit of $22 million, or $0.04 per share, relating to the
correction of a previously established deferred tax liability. In addition, income from continuing operations for fiscal 2006 was
adversely impacted by approximately $12 million, or $0.02 per share, due to certain third quarter events. These third quarter
events included the after-tax cost of executive resignation agreements, primarily with respect to our former CEO ($5 million),
e-commerce exit costs and third quarter operating losses ($6 million), and uninsured losses due to third quarter hurricanes,
including the estimated impact of lost sales ($6 million), all of which were partially offset by a gain from a VISA/MasterCard
antitrust litigation settlement ($5 million).

Favorable changes in currency exchange rates added approximately $0.05 to our earnings per share in fiscal 2008 and
approximately $0.03 to our earnings per share in fiscal 2007. In addition, the change in earnings per share in each fiscal year
was favorably impacted by our share repurchase program. During fiscal 2008, we repurchased 33.3 million shares of our stock
at a cost of $950 million. In fiscal 2007, we repurchased 22.0 million shares of our stock at a cost of $557 million, which was
less than planned, as we temporarily suspended our buyback activity in December 2006 as a result of the discovery and
investigation of the Computer Intrusion. We plan to continue our share repurchase program in fiscal 2009 with planned
purchases of approximately $900 million.

Discontinued operations and net income: Our results from continuing operations exclude the results of operations
and the cost of closing 34 A.J. Wright stores. See “Segment Information — A.J. Wright” below and Note C to the consolidated
financial statements for more information. Net income, which includes the impact of discontinued operations, was
$771.8 million, or $1.66 per share for fiscal 2008, $738.0 million, or $1.55 per share for fiscal 2007 and $690.4 million, or
$1.41 per share for fiscal 2006.

Segment information: The following is a discussion of the operating results of our business segments. We consider
each of our operating divisions to be a segment. We evaluate the performance of our segments based on “segment profit or
loss,” which we define as pre-tax income before general corporate expense, Provision for Computer Intrusion related costs
and interest. “Segment profit or loss” as we define the term may not be comparable to similarly titled measures used by other
entities. In addition, this measure of performance should not be considered an alternative to net income or cash flows from
operating activities as an indicator of our performance or as a measure of liquidity. Presented below is selected financial
information related to our business segments (U.S. dollars in millions):

MARMAXX:

Dollars in millions

Net sales

Segment profit

Segment profit as a % of net sales

Percent increase in same store sales

Stores in operation at end of period

Selling square footage at end of period (in thousands)

Fiscal Year Ended January

2008

2007

2006

$11,966.7

$11,531.8

$10,956.8

$ 1,158.2

$ 1,079.3

985.4

9.7%

9.4%

9.0%

1,623

39,784

1,569

38,468

1,514

36,987

Marmaxx, which operates the T.J. Maxx and Marshalls store chains, posted a 1% same store sales increase in fiscal 2008
compared to a 2% same store sales increase in fiscal 2007. Sales at Marmaxx for fiscal 2008 reflected strong same store sales
increases in less weather-sensitive categories such as dresses, footwear and accessories. During fiscal 2008, we added
expanded footwear departments to approximately 240 Marshalls stores and plan to add expanded departments to an
additional 200 stores in fiscal 2009, taking the total to approximately 720. Home categories at Marmaxx underperformed in
fiscal 2008 and we have taken measures to improve in this area of our execution. Geographically in fiscal 2008, same store
sales for the Northeast, Southwest and West Coast were above the chain average, while same store sales in Florida and the
Midwest were below the chain average.

Segment profit as a percentage of net sales (“segment margin” or “segment profit margin”) increased to 9.7% in fiscal
2008 from 9.4% in fiscal 2007. Segment margin was favorably impacted by merchandise margins, which increased 0.4 per-
centage points (as a percentage of net sales) due to lower markdowns and a higher markon, as well as some expense leverage
due to our cost containment measures. These improvements in segment margin were partly offset by an increase in
occupancy costs (0.2 percentage points) and a planned increase in advertising expense (0.1 percentage point). As of
January 26, 2008, average inventories per store were down 2% compared to an 8% increase at the prior year end. The
increase at the prior year end was primarily due to our in-stock position on spring transitional goods and an increase in
average ticket.

Segment margin increased to 9.4% in fiscal 2007 from 9.0% in fiscal 2006. The increase was largely driven by a
0.2 percentage point improvement in merchandise margin, primarily due to lower markdowns, and expense leverage across
most categories due to our cost containment initiatives. Additionally, fiscal 2007 included the favorable impact on current
year casualty insurance and employee medical costs of favorable claims experience. These improvements in segment margin
were partially offset by an increase in occupancy costs (0.2 percentage points) and a planned increase in marketing costs
(0.1 percentage point).

We added a net of 54 new stores (T.J. Maxx or Marshalls) in fiscal 2008, and increased total selling square footage of the
division by 3%. We expect to open approximately 45 new stores (net of closings) in fiscal 2009, increasing the Marmaxx store
base by 3% and increasing its selling square footage by 2%.

WINNERS AND HOMESENSE:

U.S. Dollars in millions

Net sales
Segment profit
Segment profit as a % of net sales
Percent increase (decrease) in same store sales

U.S. currency
Local currency

Stores in operation at end of period

Winners
HomeSense

Selling square footage at end of period (in thousands)

Winners
HomeSense

Fiscal Year Ended January

2008

2007

2006

$2,040.8
$ 235.1

$1,740.8
$ 181.9

$1,457.7
$ 120.3

11.5%

10.4%

8.3%

14%
5%

11%
5%

4%
(3)%

191
71

4,389
1,358

184
68

4,214
1,280

174
58

4,012
1,100

Net sales for Winners and HomeSense, our Canadian businesses, for fiscal 2008 increased by 17% over fiscal 2007, with
approximately one-half of this growth due to currency exchange rates. Same store sales (in local currency) increased by 5%
in both fiscal 2008 and fiscal 2007. Same store sales for fiscal 2008 were positively impacted by sales of home fashions,
footwear, jewelry and accessories. HomeSense continued to perform well, favorably impacting same store sales in fiscal 2008
and fiscal 2007.

Segment profit margin for fiscal 2008 increased 1.1 percentage points to 11.5% compared to 10.4% for fiscal 2007. This
improvement in segment margin was primarily due to improved expense ratios (leverage from the 5% same store sales
increase as well as cost containment initiatives). Currency exchange rates increased segment profit by approximately
$24 million for fiscal 2008. Most of this increase is due to currency translation, which also impacts sales growth and, therefore,
has no impact on segment margin. The increase in segment profit due to currency exchange rates also included the favorable
impact of the mark-to-market adjustment of inventory hedge contracts which increased segment margin by 0.3 percentage
points. The inventory hedge contracts are designed to lock in the cost of merchandise purchases that are denominated in
U.S. dollars. The fiscal 2008 segment margin also reflected an increase in merchandise margin, primarily due to increased
markon as well as the favorable impact of cost containment initiatives and strong same store sales results on expense ratios.

Segment profit margin for fiscal 2007 increased 2.1 percentage points to 10.4% compared to 8.3% for fiscal 2006. This
improvement in segment margin was primarily due to a 1.4 percentage point increase in merchandise margins (improved
markon and lower markdowns) combined with improved expense ratios (leverage from the 5% same store sales increase as
well as cost containment initiatives). These increases were partially offset by a planned increase in advertising costs which
increased 0.2 percentage points as a percentage of net sales.

We added a net of 7 Winners stores and 3 HomeSense stores in fiscal 2008, and expanded selling square footage in
Canada by 5%. We expect to add a net of 9 Winners and 4 HomeSense stores in fiscal 2009. Additionally, we plan to test a new
off-price concept with 3 new stores in Canada in fiscal 2009, which will bring our total Canadian store base up by 5%, and
increase selling square footage by 6%. The store counts include the Winners and HomeSense portions of this division’s
superstores, which either combine a Winners store with a HomeSense store or operates them side-by-side. As of January 26,
2008 we operated 30 of these superstores.

T.K. MAXX:

U.S. Dollars in millions

Net sales
Segment profit
Segment profit as a % of net sales
Percent increase (decrease) in same store sales

U.S. currency
Local currency

Stores in operation at end of period
Selling square footage at end of period (in thousands)

Fiscal Year Ended January

2008

2007

2006

$2,216.2
$ 127.2

$1,864.5
$ 109.3

$1,517.1
69.2
$

5.7%

5.9%

4.6%

14%
6%

226
5,096

13%
9%

210
4,636

(1)%
1%

197
4,216

Net sales for fiscal 2008 for T.K. Maxx, operating in the United Kingdom, Ireland and Germany, increased by 19% over
fiscal 2007, with approximately 40% of this growth due to currency exchange rates. T.K. Maxx had a strong same store sales
increase of 6% (in local currency) for fiscal 2008. Same store sales for home fashions, footwear, accessories and dresses
performed above the chain average, while other apparel categories were generally below the chain average.

Segment profit for fiscal 2008 increased 16% to $127.2 million, while segment margin decreased slightly to 5.7%
compared to fiscal 2007. Currency exchange rates favorably impacted segment profit by approximately $10 million in fiscal
2008, but did not impact the segment profit margin. During fiscal 2008, T.K. Maxx opened its first 5 stores in Germany which
reduced segment profit for fiscal 2008 by $11 million and reduced the fiscal 2008 segment margin by 0.6 percentage points.
The T.K. Maxx stores in the U.K. and Ireland increased segment margin for fiscal 2008 by 0.4 percentage points, which
reflected a slightly improved merchandise margin, as well as the favorable impact of same store sales growth on expense
ratios and the division’s cost containment efforts.

Segment profit margin improved to 5.9% of sales for fiscal 2007 compared to 4.6% for fiscal 2006. The 1.3 percentage
point improvement was due to merchandise margin, which was up 0.9 percentage points (primarily due to lower mark-
downs), as well as expense leverage from the 9% same store sales increase. These improvements were partially offset by an
increase in occupancy expense due to higher costs for rent, utilities and property taxes and costs associated with store
relocations.

We added a net of 16 T.K. Maxx stores, including 5 in Germany, in fiscal 2008 and increased the division’s selling square
footage by 10%. In fiscal 2009, we plan to open a net of 15 T.K. Maxx stores, including another 5 in Germany and expect to
introduce the HomeSense concept in Europe with a planned opening of 5 such stores. Overall we expect to expand selling
square footage by 9%.

HOMEGOODS:

Dollars in millions

Net sales
Segment profit
Segment profit as a % of net sales
Percent increase in same store sales
Stores in operation at end of period
Selling square footage at end of period (in thousands)

Fiscal Year Ended January

2008

2007

2006

$1,480.4
76.2
$

$1,365.1
60.9
$

$1,186.9
28.4
$

5.1%
3%

289
5,569

4.5%
4%

270
5,181

2.4%
1%

251
4,859

HomeGoods’ net sales for fiscal 2008 increased 8% compared to fiscal 2007, and same store sales increased 3% in fiscal
2008. Segment margin of 5.1% for fiscal 2008 improved over fiscal 2007 primarily due to improved merchandise margins and
the leveraging of expenses, particularly occupancy costs. These segment margin improvements were offset in part by an
increase in advertising expenses as a percentage of net sales. We attribute this division’s strong performance to solid
execution of off-price buying and flow of product.

HomeGoods’ same store sales grew 4% in fiscal 2007 due to strong growth in giftware and home decorative products.
Segment profit increased to $60.9 million from $28.4 million, and segment profit margin almost doubled to 4.5% of sales. The
increase in segment profit margin resulted primarily from leveraging expenses across most categories, most notably in
distribution center and occupancy expenses.

We opened a net of 19 HomeGoods stores in fiscal 2008, a 7% increase, and increased selling square footage of the

division by 7%. In fiscal 2009, we plan to add a net of 25 HomeGoods stores and increase selling square footage by 9%.

A.J. WRIGHT*:

Dollars in millions

Net sales
Segment profit (loss)
Segment profit (loss) as a % of net sales
Percent increase in same store sales
Stores in operation at end of period**
Selling square footage at end of period (in thousands)**

Fiscal Year Ended January

2008

2007

2006

$ 632.7
$

$ 601.8
(1.8) $ (10.3)
(0.3)%
2%

(1.7)%
3%

$ 549.0
(3.2)
$
(0.6)%
3%

129
2,576

129
2,577

119
2,377

* The table above presents A.J. Wright’s operating results from continuing operations. The operating results of the stores classified as discontinued

operations for fiscal 2007 and fiscal 2006 were immaterial.

** Stores in operation and square footage for fiscal 2006 have been adjusted for store closings accounted for as discontinued operations.

A.J. Wright’s net sales increased 5% for fiscal 2008 compared to fiscal 2007. A.J. Wright’s same store sales increased 2%
for fiscal 2008, and segment loss for fiscal 2008 was $1.8 million compared to $10.3 million for fiscal 2007. This improvement
was primarily due to stronger merchandise margin, a reduction in occupancy costs as a percentage of net sales and the impact
of cost containment initiatives.

A.J. Wright’s same store sales increased 3% for fiscal 2007, and segment loss for fiscal 2007 increased to $10.3 million.
This decline, compared to fiscal 2006, was primarily the result of a decrease in merchandise margin (1.2 percentage points)
due to markdowns on below-plan sales. During the fourth quarter of fiscal 2007, as part of a plan to reposition this business,
we identified 34 underperforming A.J. Wright stores for closing, virtually all of which were closed by fiscal 2007 year end. The
cost to close these stores and their historical operating results are presented as discontinued operations. By closing these
marginally profitable stores, we reduced the number of advertising markets in which A.J. Wright operates enabling better
marketing leverage as well as enabling greater efficiencies in store operations and logistics. The store closings also allowed
management to focus their attention and resources on the remaining, better performing stores.

We currently plan to add a net of 5 A.J. Wright stores in fiscal 2009. We continue to believe that A.J. Wright can be a

growth vehicle for TJX, with its very sizable target customer demographic.

BOB’S STORES:

Dollars in millions

Net sales
Segment profit (loss)
Segment profit (loss) as a % of net sales
Percent increase in same store sales
Stores in operation at end of period
Selling square footage at end of period (in thousands)

Fiscal Year Ended January

2008

2007

2006

$300.6
$310.4
$(17.4) $(17.4)

$288.5
$(28.0)

(5.6)% (5.8)% (9.7)%
2%

34
1,242

36
1,306

N/A
35
1,276

Bob’s Stores’ net sales increased 3% for fiscal 2008, and same store sales increased 5%, with footwear performing well.
Bob’s Stores segment loss for fiscal 2008 was flat compared to the prior year. Merchandise margin increases were driven by
improved markon, the result of better buying, which more than offset increases in promotional markdowns as we significantly
increased the level of promotions in this division. Additionally, in the fourth quarter of fiscal 2008, we recorded an impairment
charge of approximately $8 million. The impairment charge related to certain long lived assets and intangible assets at Bob’s
Stores and represented the excess of recorded carrying values over the estimated fair value of these assets.

For fiscal 2009, we do not plan to open any new stores for this division as we continue to evaluate this business.

GENERAL CORPORATE EXPENSE:

Dollars in millions

General corporate expense

Fiscal Year Ended January

2008

2007

2006

$139.4

$136.4

$134.1

General corporate expense for segment reporting purposes are those costs not specifically related to the operations of
our business segments. This item includes the costs of the corporate office, including the compensation and benefits
(including stock based compensation) for senior corporate management; payroll and operating costs of the corporate
departments of accounting and budgeting, internal audit, compliance, treasury, investor relations, tax, risk management,
legal, human resources and systems; and the occupancy and office maintenance costs associated with the corporate staff. In
addition, general corporate expense includes the cost of benefits for existing retirees and non-operating costs and other gains
and losses not attributable to individual divisions. General corporate expense is included in selling, general and adminis-
trative expenses in the consolidated statements of income.

The comparison of general corporate expense in fiscal 2008 versus fiscal 2007 reflected an increase in corporate support
costs in fiscal 2008 and a $5 million charge in fiscal 2007 relating to the cost of a workforce reduction and other termination
benefits at the corporate level.

In comparing general corporate expense for fiscal 2007 to fiscal 2006, fiscal 2007 included the $5 million charge referred
to above, while fiscal 2006 included costs of $9 million associated with executive resignation agreements and $6 million of
costs to exit the e-commerce business. The increase in other general corporate expenses in fiscal 2007 over fiscal 2006 also

reflected increases in corporate payroll, corporate marketing and consulting costs, charitable contributions, and European
expansion costs.

Liquidity and Capital Resources

OPERATING ACTIVITIES:

Net cash provided by operating activities was $1,361.1 million in fiscal 2008, $1,195.0 million in fiscal 2007 and
$1,158.0 million in fiscal 2006. The cash generated from operating activities in each of these fiscal years was largely due to
operating earnings.

Operating cash flows for fiscal 2008 increased by $166.1 million. Net income (adjusted for depreciation and amorti-
zation) for fiscal 2008 increased $50.0 million. The change in inventory, net of accounts payable, from prior year-end levels
was a significant component of operating cash flows. In fiscal 2008, the change in merchandise inventory, net of the related
change in accounts payable, favorably impacted operating cash flows by $4.9 million compared to a use of cash of
$151.2 million in fiscal 2007. Additionally, fiscal 2008 operating cash flows were favorably impacted by the change in
income taxes payable. These increases in fiscal 2008 operating cash flows as compared to fiscal 2007 were offset by the
unfavorable cash flow impact of the deferred income tax provision, changes in accrued expenses and other liabilities and
changes in accounts receivable.

Operating cash flows for fiscal 2007 increased by $37.0 million compared to fiscal 2006, driven by an increase in net
income (adjusted for depreciation and amortization) of $86.4 million. In fiscal 2007, the change in merchandise inventory, net
of the related change in accounts payable, resulted in a use of cash of $151.2 million compared to a source of cash of
$26.2 million in fiscal 2006. Fiscal 2007 operating cash flows were also reduced by higher income tax payments. These
reductions in fiscal 2007 operating cash flows as compared to fiscal 2006 were offset by the favorable cash flow impact of
changes in deferred income taxes, accounts receivable and prepaid expenses.

The variance in operating cash flows attributable to the change in the net inventory position over the last three fiscal
years is largely explained by our average per store inventory levels at each year end period. Average per store inventories at
January 26, 2008, including inventory on hand at our distribution centers, increased 2% compared to an increase of 7% at
January 27, 2007. This compares to inventories per store at January 28, 2006 that were down 11% compared to the prior year.

Discontinued operations reserve: We have a reserve for future obligations of discontinued operations that relates
primarily to real estate leases associated with 34 of our A.J. Wright stores (see Note C to the consolidated financial
statements) as well as leases of former TJX businesses. The balance in the reserve and the activity for the last three fiscal
years is presented below:

In thousands

Balance at beginning of year
Additions to the reserve charged to net income:

A.J. Wright store closings
Other lease related obligations
Interest accretion

Charges against the reserve:
Lease related obligations
Fixed asset write-off (non-cash)
Termination benefits and all other

Balance at end of year

Fiscal Year Ended January

2008

2007

2006

$ 57,677

$ 14,981

$12,365

—
—
1,820

61,968
1,555
400

—
8,509
400

(11,214)
—
(2,207)

(1,696)
(18,732)
(799)

(6,111)
—
(182)

$ 46,076

$ 57,677

$14,981

The exit costs related to 34 of our A.J. Wright stores resulted in an addition to the reserve of $62 million in fiscal 2007.
The other additions to the reserve for lease related obligations in fiscal 2007 and fiscal 2006 are the result of periodic
adjustments to our estimated lease obligations of our former businesses and are offset by income from creditor recoveries of a
similar amount. The lease related charges against the reserve during fiscal 2007 and fiscal 2006 relate primarily to our former
businesses. The fixed asset write-offs and other charges against the reserve for fiscal 2007 and all the charges against the
reserve in fiscal 2008 relate primarily to the 34 A.J. Wright closed stores, virtually all of which were closed at the end of fiscal
2007.

Approximately $32 million of the fiscal 2008 reserve balance and $43 million of the fiscal 2007 reserve balance relates to
the A.J. Wright store closings, primarily our estimation of lease costs, net of estimated subtenant income. The remainder of
the reserve reflects our estimation of the cost of claims, updated quarterly, that have been, or we believe are likely to be, made
against us for liability as an original lessee or guarantor of the leases of former businesses, after mitigation of the number and
cost of lease obligations. At January 26, 2008, substantially all the leases of former businesses that were rejected in
bankruptcy and for which the landlords asserted liability against us had been resolved. The actual net cost of A.J. Wright lease
obligations may differ from our original estimate. Although our actual costs with respect to the lease obligations of former
businesses may exceed amounts estimated in our reserve, and we may incur costs for leases from these former businesses
that were not terminated or had not expired, we do not expect to incur any material costs related to these discontinued
operations in excess of the amounts estimated. We estimate that the majority of the discontinued operations reserve will be
paid in the next three to five years. The actual timing of cash outflows will vary depending on how the remaining lease
obligations are actually settled.

We may also be contingently liable on up to 15 leases of BJ’s Wholesale Club, a former TJX business, for which BJ’s
Wholesale Club is primarily liable. Our reserve for discontinued operations does not reflect these leases, because we believe
that the likelihood of any future liability to us with respect to these leases is remote due to the current financial condition of
BJ’s Wholesale Club.

Off-balance sheet liabilities: We have contingent obligations on leases, for which we were a lessee or guarantor,
which were assigned to third parties without TJX being released by the landlords. Over many years, we have assigned
numerous leases that we originally leased or guaranteed to a significant number of third parties. With the exception of leases
of our former businesses discussed above, we have rarely had a claim with respect to assigned leases, and accordingly, we do
not expect that such leases will have a material adverse effect on our financial condition, results of operations or cash flows.
We do not generally have sufficient information about these leases to estimate our potential contingent obligations under
them, which could be triggered in the event that one or more of the current tenants does not fulfill their obligations related to
one or more of these leases.

We also have contingent obligations in connection with some assigned or sublet properties that we are able to estimate.
We estimate the undiscounted obligations, not reflected in our reserves, of leases of closed stores of continuing operations,
BJ’s Wholesale Club leases discussed above, and properties of our discontinued operations that we have sublet, if the
subtenants did not fulfill their obligations, to be approximately $105 million as of January 26, 2008. We believe that most or all
of these contingent obligations will not revert to us and, to the extent they do, will be resolved for substantially less due to
mitigating factors.

We are a party to various agreements under which we may be obligated to indemnify the other party with respect to
breach of warranty or losses related to such matters as title to assets sold, specified environmental matters or certain income
taxes. These obligations are typically limited in time and amount. There are no amounts reflected in our balance sheets with
respect to these contingent obligations.

INVESTING ACTIVITIES:

Our cash flows for investing activities include capital expenditures for the last three years as set forth in the table below:

In millions

New stores
Store renovations and improvements
Office and distribution centers

Capital expenditures

Fiscal Year Ended January

2008

2007

2006

$120.7
269.8
136.5

$123.0
190.2
64.8

$171.9
267.1
56.9

$527.0

$378.0

$495.9

We expect that capital expenditures will approximate $575 million for fiscal 2009, which we expect to pay through
internally generated funds. This includes $140 million for new stores, $288 million for store renovations, expansions and
improvements and $147 million for our office and distribution centers. The planned increase in capital expenditures is
attributable to increased spending on renovations and improvements to existing stores, particularly T.J. Maxx, Marshalls and
T.K. Maxx.

FINANCING ACTIVITIES:

Cash flows from financing activities resulted in net cash outflows of $952.7 million in fiscal 2008, $418.0 million in fiscal

2007 and $503.7 million in fiscal 2006. The majority of this outflow relates to our share repurchase program.

We spent $950.2 million in fiscal 2008, $557.2 million in fiscal 2007 and $600.0 million in fiscal 2006 under our stock
repurchase programs. We repurchased 33.3 million shares in fiscal 2008, 22.0 million shares in fiscal 2007 and 25.9 million
shares in fiscal 2006. All shares repurchased were retired. Repurchases were suspended late in the fourth quarter of fiscal
2007 and for most of the first quarter of fiscal 2008 as a result of the discovery of the Computer Intrusion. We record the
repurchase of our stock on a cash basis and the amounts reflected in the financial statements may vary from the above due to
the timing of the settlement of our repurchases. Of the $950.2 million of repurchases made during fiscal 2008, $436.2 million
completed a $1 billion stock repurchase program initially authorized in October 2005 and $514.0 million were made under the
$1 billion stock repurchase program authorized in January 2007. In February 2008, our Board of Directors authorized an
additional multi-year stock repurchase plan of $1 billion.

In January 2006, we entered into a C$235 million term credit facility (through our Canadian division, Winners) due in
January 2010. This debt is guaranteed by TJX. Interest is payable on borrowings under this facility at rates equal to or less
than Canadian prime rate. Winners entered into an interest rate swap agreement which effectively established a fixed interest
rate of approximately 4.5% on this debt. The proceeds were used to fund the repatriation of earnings from our Canadian
division as well as other general corporate purposes of this division. Financing activities also included scheduled principal
payments on long-term debt of $100 million in fiscal 2006. For fiscal 2008 and fiscal 2007, there were no scheduled principal
payments on long-term debt.

We declared quarterly dividends on our common stock which totaled $0.36 per share in fiscal 2008, $0.28 per share in
fiscal 2007 and $0.24 per share in fiscal 2006. Cash payments for dividends on our common stock totaled $151.5 million in
fiscal 2008, $122.9 million in fiscal 2007 and $105.3 million in fiscal 2006. Financing activities also included proceeds of
$134.1 million in fiscal 2008, $260.2 million in fiscal 2007 and $102.4 million in fiscal 2006 from the exercise of employee stock
options.

We traditionally have funded our seasonal merchandise requirements through cash generated from operations, short-
term bank borrowings and the issuance of short-term commercial paper. In fiscal 2007, we amended our $500 million, four-
year revolving credit facility and our $500 million, five-year revolving credit facility (initially entered into in fiscal 2006), to
extend the maturity dates of these agreements until May 2010 and May 2011, respectively. These agreements have no
compensating balance requirements and have various covenants including a requirement of a specified ratio of debt to
earnings. We also have a commercial paper program pursuant to which we issue commercial paper from time to time. The
revolving credit facilities are used as back up to our commercial paper program. As of January 26, 2008, there were no
outstanding amounts under our credit facilities. There were no borrowings on our credit facilities during fiscal 2008. The
maximum amount of our U.S. short-term borrowings outstanding was $205 million during fiscal 2007 and $567 million during
fiscal 2006. The weighted average interest rate on our U.S. short-term borrowings was 5.35% in fiscal 2007 and 3.69% in fiscal
2006.

As of January 26, 2008 and January 27, 2007, Winners had two credit lines, one for C$10 million for operating expenses
and one C$10 million letter of credit facility. The maximum amount outstanding under our Canadian credit line for operating
expenses was C$5.7 million in fiscal 2008, C$3.8 million in fiscal 2007 and C$4.6 million in fiscal 2006, and there were no
amounts outstanding on either of these lines at the end of fiscal 2008 or fiscal 2007. As of January 26, 2008, T.K. Maxx had
credit lines totaling £20 million. The maximum amount outstanding in fiscal 2008 was £16.4 million, and there were no
outstanding borrowings at January 26, 2008 or January 27, 2007.

We believe that internally generated funds and our current credit facilities are more than adequate to meet our operating
needs for at least the next twelve months. See Note D to the consolidated financial statements for further information
regarding our long-term debt and available financing sources.

Contractual obligations: As of January 26, 2008, we had payment obligations (including current installments) under
long-term debt arrangements, leases for property and equipment and purchase obligations that will require cash outflows as
follows (in thousands):

Contractual Obligations

Long-term debt obligations including estimated

interest

Operating lease commitments
Capital lease obligations
Purchase obligations

Total Obligations

Total

Less Than
1 Year

1-3
Years

3-5
Years

More Than
5 Years

Payments Due by Period

$ 928,130
5,661,698
30,071
2,074,958

26,840
943,174
3,726
1,992,773

$ 459,960
1,707,955
7,452
78,335

— $ 441,330
1,715,321
11,084
1,700

1,295,248
7,809
2,150

$8,694,857

$2,966,513

$2,253,702

$1,305,207

$2,169,435

The long-term debt obligations above include estimated interest costs and assume that all holders of the zero coupon
convertible subordinated notes exercise their put options in fiscal 2014. If none of the put options are exercised and the notes
are not redeemed or converted, the notes will mature in fiscal 2022. The effect of the interest rate swap agreements was
estimated based on their values as of January 26, 2008.

The lease commitments in the above table are for minimum rent and do not include costs for insurance, real estate taxes
and common area maintenance costs that we are obligated to pay. These costs were approximately one-third of the total
minimum rent for the fiscal year ended January 26, 2008.

Our purchase obligations primarily consist of purchase orders for merchandise; purchase orders for capital expendi-
tures, supplies and other operating needs; commitments under contracts for maintenance needs and other services; and
commitments under executive employment and other agreements. We excluded long-term agreements for services and
operating needs that can be cancelled without penalty.

We also have long-term liabilities which include $125.4 million for employee compensation and benefits, most of which
will come due beyond five years, derivative contracts of approximately $143.1 million, the majority of which come due in fiscal
2010, $150.5 million for accrued rent, the cash flow requirements of which are included in the lease commitments in the
above table and $269.2 million for uncertain tax positions for which it is not reasonably possible to predict when it may be
paid.

Critical Accounting Policies

We must evaluate and select applicable accounting policies. We consider our most critical accounting policies, involving
management estimates and judgments, to be those relating to the areas described below. We believe that we have selected the
most appropriate assumptions in each of the following areas and that the results we would have obtained, had alternative
assumptions been selected, would not be materially different from the results we have reported.

Inventory valuation: We use the retail method for valuing inventory on a first-in first-out basis. Under the retail
method, the cost value of inventory and gross margins are determined by calculating a cost-to-retail ratio and applying it to
the retail value of inventory. This method is widely used in the retail industry and involves management estimates with regard
to such things as markdowns and inventory shrinkage. A significant factor involves the recording and timing of permanent
markdowns. Under the retail method, permanent markdowns are reflected in the inventory valuation when the price of an
item is changed. We believe the retail method results in a more conservative inventory valuation than other accounting
methods. In addition, as a normal business practice, we have a specific policy as to when markdowns are to be taken, greatly
reducing the need for management estimates. Inventory shortage involves estimating a shrinkage rate for interim periods, but
is based on a full physical inventory near the fiscal year end. Thus, the difference between actual and estimated amounts may
cause fluctuations in quarterly results, but is not a factor in full year results. Overall, we believe that the retail method,
coupled with our disciplined permanent markdown policy and a full physical inventory taken at each fiscal year end, results in
an inventory valuation that is fairly stated. Lastly, many retailers have arrangements with vendors that provide for rebates and
allowances under certain conditions, which ultimately affect the value of the inventory. Our off-price businesses have
historically not entered into such arrangements with our vendors. Bob’s Stores, the value-oriented retailer we acquired in
December 2003, does have vendor relationships that provide for recovery of advertising dollars if certain conditions are met.
These arrangements may have some impact on Bob’s Stores’ inventory valuation but such amounts are immaterial to our
consolidated results.

Impairment of long-lived assets: We review the recoverability of the carrying value of our long-lived assets at least
annually and whenever events or circumstances occur that would indicate that their carrying amounts are not recoverable.
Significant judgments are involved in projecting the cash flows of individual stores and our business units and involve a
number of factors including historical trends, recent performance and general economic assumptions. If it is determined that
an impairment of long-lived assets has occurred, we record an impairment charge equal to the excess of the carrying value of
the assets over the estimated fair value of the assets.

Retirement obligations: Retirement costs are accrued over the service life of an employee and represent in the
aggregate obligations that will ultimately be settled far in the future and are therefore subject to estimates. We are required to
make assumptions regarding variables, such as the discount rate for valuing pension obligations and the long-term rate of
return assumed to be earned on pension assets, both of which impact the net periodic pension cost for the period. The
discount rate, which we determine annually based on market interest rates, and our estimated long-term rate of return, which
can differ considerably from actual returns, are two factors that can have a considerable impact on the annual cost of

retirement benefits and the funded status of our qualified pension plan. We have made contributions of $65 million, which
exceeded the minimum required, over the last three years to largely restore the funded status of our plan.

Casualty insurance: In July 2007 we entered into a fixed premium program for our casualty insurance. Our casualty
insurance program prior to 2007 requires us to estimate the total claims we will incur as a component of our annual insurance
cost. The estimated claims are developed, with the assistance of an actuary, based on historical experience and other factors.
These estimates involve significant judgements and assumptions and actual results could differ from these estimates. If our
estimate for the claims component of our casualty insurance expense for fiscal 2008 were to change by 10%, the fiscal 2008
pre-tax cost would increase or decrease by approximately $2 million. A large portion of these claims are funded with a non-
refundable payment during the policy year, offsetting our estimated claims accrual. We had a net accrual of $26.4 million for
the unfunded portion of our casualty insurance program as of January 26, 2008.

Accounting for taxes: Like many large corporations, we are regularly under audit by United States federal, state, local
or foreign tax authorities in the areas of income taxes and the remittance of sales and use taxes. In evaluating the potential
exposure associated with the various tax filing positions, we accrue charges for possible exposures. Based on the annual
evaluations of tax positions, we believe we have appropriately filed our tax returns and accrued for possible exposures. To the
extent we were to prevail in matters for which accruals have been established or be required to pay amounts in excess of
reserves, our effective income tax rate in a given financial period might be materially impacted. The Internal Revenue Service
has examined the fiscal years ended January 2000 through January 2003 and several refund claims have been approved by
IRS Appeals Office and are awaiting confirmation by the Congressional Joint Tax Committee. We also have various state and
foreign tax examinations in process.

Reserves for Computer Intrusion related costs and for discontinued operations: As discussed in Note B and
Note L to the consolidated financial statements and elsewhere in the management’s discussion and analysis, we have reserves
established for probable losses arising out of the Computer Intrusion and for leases relating to operations discontinued by us
where we were the original lessee or a guarantor and which have been assigned or sublet to third parties. The Computer
Intrusion reserve requires us to make numerous estimates and assumptions about the outcome and costs of claims, litigation
and investigations and the related costs and expenses we will incur. We make these estimates based on our best judgments of
the outcome of such claims, litigation and investigation and related costs and expenses. The leases relating to discontinued
operations are long-term obligations and the estimated cost to us involves numerous estimates and assumptions including
whether and for how long we remain obligated with respect to a particular lease, the extent to which an assignee or subtenant
will assume our obligation under the leases, amounts of subtenant income, how a particular obligation may ultimately be
settled and what mitigating factors, including indemnification, may exist with regard to any liability. We develop these
assumptions based on past experience and by evaluating various probable outcomes and the circumstances surrounding each
situation and location. We believe that our current reserves are a reasonable estimate of the most likely outcomes and that the
reserves should be adequate to cover the ultimate cash costs we will incur. However, actual results may differ from our
current estimates, and such differences could be material. We may decrease or increase the amount of our reserves to adjust
for developments relating to the underlying assumptions.

Loss Contingencies: Certain conditions may exist as of the date the financial statements are issued, which may result
in a loss to us but which will not be resolved until one or more future events occur or fail to occur. Our management, where
relevant, with the assistance of our legal counsel, assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or
claims that may result in such proceedings, our legal counsel assists us in evaluating the perceived merits of any legal
proceedings or claims as well as the perceived merits of the relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of
the liability can be estimated, then the estimated liability would be accrued in the financial statements. If the assessment
indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be
estimated, then we will disclose the nature of the contingent liability, together with an estimate of the range of the possible
loss or a statement that such loss is not estimable.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measure-
ments. SFAS No. 157 requires companies to disclose fair value measurements according to a fair value hierarchy as defined in
the standard. Additionally, companies are required to provide enhanced disclosure regarding fair value measurements in one
of the categories (level 3), including a reconciliation of the beginning and ending balances separately for each major category

of assets and liabilities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years, and will be applied prospectively. SFAS No. 157 is effective for the
Company in the first quarter of fiscal 2009. In February 2008, the FASB issued a Staff Position that will (1) partially defer the
effective date of SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities and (2) remove certain
leasing transactions from the scope of SFAS No. 157. We believe the adoption of SFAS No. 157 will not have a material impact
on our results of operations or financial condition.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities —
including an amendment of FASB Statement No. 115,” (SFAS No. 159). SFAS No. 159 provides companies with an option to
report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed
to facilitate comparisons between companies that choose different fair value measurement attributes for similar types of
assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within
those years and will be effective for the Company in the first quarter of fiscal 2009. We do not believe that SFAS No. 159 will
have a material impact on our financial statements.

I T EM 7A. Q UAN T I TAT I VE AN D Q UALI TAT I VE D I SCLO SUR E AB O U T M AR K ET R I SK

We do not enter into derivatives for speculative or trading purposes.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk on our investment in our Canadian (Winners and HomeSense)
and European (T.K. Maxx) operations. As more fully described in Notes A and E to the consolidated financial statements, we
hedge a significant portion of our net investment in foreign operations; intercompany transactions with these operations; and
certain merchandise purchase commitments incurred by these operations; with derivative financial instruments. We enter
into derivative contracts only when there is an underlying economic exposure. We utilize currency forward and swap
contracts, designed to offset the gains or losses in the underlying exposures; most of these gains and losses are recorded
directly in shareholders’ equity. The contracts are executed with banks we believe are creditworthy and are denominated in
currencies of major industrial countries. We have performed a sensitivity analysis assuming a hypothetical 10% adverse
movement in foreign currency exchange rates applied to the hedging contracts and the underlying exposures described
above. As of January 26, 2008, the analysis indicated that such an adverse movement would not have a material effect on our
consolidated financial position, results of operations or cash flows.

Interest Rate Risk

Our cash equivalents and short-term investments and certain lines of credit bear variable interest rates. Changes in
interest rates affect interest earned and paid by TJX. In addition, changes in the gross amount of our borrowings and future
changes in interest rates will affect our future interest expense. We occasionally enter into financial instruments to manage
our cost of borrowing; however, we believe that the use of primarily fixed rate debt minimizes our exposure to market
conditions. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in interest rates applied
to the maximum variable rate debt outstanding during fiscal 2008. As of January 26, 2008, the analysis indicated that such an
adverse movement would not have a material effect on our consolidated financial position, results of operations or cash flows.

Market Risk

The assets of our qualified pension plan, a large portion of which is invested in equity securities, are subject to the risks
and uncertainties of the public stock market. We allocate the pension assets in a manner that attempts to minimize and
control our exposure to these market uncertainties. Investments, in general, are exposed to various risks, such as interest
rate, credit, and overall market volatility. As such it is reasonably possible that changes in the values of investments will occur
in the near term and such changes could affect the amounts reported.

I T EM 8. F I N A N C I A L STAT E ME NT S AND SUPP LEM EN TA RY D ATA

The information required by this item may be found on pages F-1 through F-32 of this Annual Report on Form 10-K.

ITEM 9. CH ANG ES I N AND DISAGR EEME N T S W I T H A C C O U N TAN T S O N A C C O U N T I N G

AND FINANCIAL DISCLO SU RE

Not applicable.

ITEM 9A. CONTR O LS AND P R O CEDURES

(a) Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by
this report pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information
required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and
communicated to our management, including our principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing
possible controls and procedures.

(b) Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) during the fourth quarter of fiscal 2008 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.

The management of TJX is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the
Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, TJX’s principal executive
and principal financial officers, or persons performing similar functions, and effected by TJX’s board of directors, manage-
ment and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and includes those
policies and procedures that:

— Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and

dispositions of the assets of TJX;

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

— Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or dispo-

sition of TJX’s assets that could have a material effect on the financial statements.

Our internal control system is designed to provide reasonable assurance to our management and Board of Directors
regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of TJX’s management, including its Chief Executive Officer and Chief
Financial Officer, TJX conducted an evaluation of the effectiveness of its internal control over financial reporting as of
January 26, 2008 based on the framework in Internal Control — Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, management concluded that its
internal control over financial reporting was effective as of January 26, 2008.

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

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on our
consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial
reporting as of January 26, 2008, and has issued an attestation report on the effectiveness of our internal control over
financial reporting included herein.

ITEM 9B. O T H ER I N FO R M AT I O N

None.

PART III
I T EM 1 0 . D I R ECT O R S, EX ECUTI VE O FFI CERS AND COR PO RATE G O VERNANCE

Name

Arnold Barron

Age

Office and Employment
During Last Five Years

Senior Executive Vice President, Group President, TJX since March 2004.
Executive Vice President, Chief Operating Officer of The Marmaxx Group from
2000 to 2004. Senior Vice President, Group Executive of TJX from 1996 to
2000. Senior Vice President, General Merchandise Manager of the T.J. Maxx
Division from 1993 to 1996; Senior Vice President, Director of Stores, 1984 to
1993; various store operation positions with TJX, 1979 to 1984.

Bernard Cammarata

68 Chairman of the Board since 1999. Acting Chief Executive Officer from

September 2005 to January 2007 and Chief Executive Officer of TJX from
1989 to 2000. President from 1989 to 1999. Chairman of the T.J. Maxx Division
from 1986 to 1995 and of The Marmaxx Group from 1995 to 2000. Executive
Vice President of TJX from 1986 to 1989; President, Chief Executive Officer
and a Director of TJX’s former TJX subsidiary from 1987 to 1989 and
President of the T.J. Maxx Division from 1976 to 1986.

Donald G. Campbell

Ernie Herrman

Carol Meyrowitz

Jeffrey G. Naylor

Jerome Rossi

Paul Sweetenham

56 Vice Chairman since September 2006, Senior Executive Vice President, Chief
Administrative and Business Development Officer from March 2004 to
September 2006. Executive Vice President — Finance from 1996 to 2004 and
Chief Financial Officer of TJX from 1989 to 2004. Senior Vice President —
Finance, from 1989 to 1996. Senior Financial Executive of TJX, 1988 to 1989;
Senior Vice President — Finance and Administration, Zayre Stores Division,
1987 to 1988; Vice President and Corporate Controller of TJX, 1985 to 1987;
various financial positions with TJX, 1973 to 1985.
Senior Executive Vice President, TJX since January 2007 and President,
Marmaxx since January 2005. Senior Executive Vice President, Chief
Operating Officer, Marmaxx from 2004 to 2005. Executive Vice President,
Merchandising, Marmaxx from 2001 to 2004. Senior Vice President,
Merchandising from 1998 to 2001. Vice President, General Merchandise
Manager from 1996 to 1998. Vice President, Senior Merchandise Manager from
1995 to 1996. Various merchandising positions with TJX, 1989 to 1995.
54 Chief Executive Officer of TJX since January 2007, Director since September
2006 and President since October 2005. Consultant to TJX from January 2005
to October 2005. Senior Executive Vice President, TJX from March 2004 to
January 2005. President of The Marmaxx Group from 2001 to January 2005.
Executive Vice President of TJX from 2001 to 2004. Executive Vice President,
Merchandising, The Marmaxx Group from 2000 to 2001 and Senior Vice
President, Merchandising from 1999 to 2000. Executive Vice President,
Merchandising, Chadwick’s of Boston, Ltd. from 1996 to 1999; Senior Vice
President, Merchandising from 1991 to 1996 and Vice President,
Merchandising from 1989 to 1991. Vice President, Division Merchandise
Manager, Hit or Miss from 1987 to 1989.
Senior Executive Vice President, Chief Administrative and Business
Development Officer, TJX since June 2007. Senior Executive Vice President,
Chief Financial and Administrative Officer, TJX September 2006 to June 2007.
Senior Executive Vice President, Chief Financial Officer, TJX from March 2004
to September 2006, Executive Vice President, Chief Financial Officer of TJX
effective February 2, 2004. Senior Vice President and Chief Financial Officer at
Big Lots, Inc. from 2001 to January 2004. Senior Vice President, Chief
Financial and Administrative Officer of Dade Behring, Inc. from 2000 to 2001.
Vice President, Controller of The Limited, Inc., from 1998 to 2000.
Senior Executive Vice President, Group President, TJX since January 2007.
Senior Executive Vice President, Chief Operating Officer, Marmaxx from 2005
to January 2007. President, HomeGoods, from 2000 to 2005. Executive Vice
President, Store Operations, Human Resources and Distribution Services,
Marmaxx from 1996 to 2000.
Senior Executive Vice President, Group President, Europe, since January 2007.
President, T.K. Maxx since 2001. Senior Vice President, Merchandising and
Marketing, T.K. Maxx from 1999 to 2001. Various merchandising positions with
T.K. Maxx from 1993 to 1999.

Nirmal K. Tripathy

49 Executive Vice President, Chief Financial Officer, TJX, since June 2007.

President and Chief Operating Officer at Macy’s Florida from 2003 to June
2007. Executive Vice President at Macy’s Florida from 2002 to 2003. Previous
senior positions with Limited Brands and PepsiCo.

All officers hold office until the next annual meeting of the Board in June 2008 and until their successors are elected, or

appointed, and qualified.

TJX will file with the Securities and Exchange Commission a definitive proxy statement no later than 120 days after the
close of its fiscal year ended January 26, 2008 (the Proxy Statement). The information required by this Item and not given in
this Item will appear under the headings “Election of Directors,” “Corporate Governance,” “Audit Committee Report” and
“Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement, which sections are incorporated in this
item by reference.

TJX has a Code of Ethics for TJX Executives governing our Chairman, Vice Chairman, Chief Executive Officer,
President, Chief Administrative Officer, Chief Financial Officer, Principal Accounting Officer and other senior operating,
financial and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in our financial reports
and public disclosures. TJX also has a Code of Conduct and Business Ethics for Directors which promotes honest and ethical
conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. Both of these codes
of conduct are published on our website at www.tjx.com. We intend to disclose any future amendments to, or waivers from,
the Code of Ethics for TJX Executives or the Code of Business Conduct and Ethics for Directors within four business days of
the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the Securities and
Exchange Commission.

I T E M 11. E XE C UT I V E CO M P EN S AT I O N

The information required by this Item will appear under the heading “Executive Compensation” in our Proxy Statement,

which section is incorporated in this item by reference.

ITEM 12. SECUR I TY O W NER SH I P O F CERTAIN B ENEFIC IA L OW NERS AND MANAG EMENT

A ND R E LAT ED ST O C KH O LD ER M AT T ER S

The information required by this Item will appear under the heading “Beneficial Ownership” in our Proxy Statement,

which section is incorporated in this item by reference.

I T E M 13. C ERTA I N R ELATI O N SH I P S A N D R ELAT ED TRANSACTIO NS, AND DIRECTOR

I N D EP EN D EN C E

The information required by this Item will appear under the headings “Transactions with Related Persons” and

“Corporate Governance” in our Proxy Statement, which sections are incorporated in this item by reference.

ITEM 14. PR INCIPAL ACCO UNTANT FEES AND SERVICES

The information required by this Item will appear under the heading “Audit Committee Report” in our Proxy Statement,

which section is incorporated in this item by reference.

PART IV
I T EM 15. EX H I B I T S, FI N AN CI AL STAT EMENT SCHEDULES

(a) Financial Statement Schedules

For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements

on page F-1.

Schedule II — Valuation and Qualifying Accounts

In thousands

Sales Return Reserve:

Fiscal Year Ended January 26, 2008

Fiscal Year Ended January 27, 2007

Fiscal Year Ended January 28, 2006

Discontinued Operations Reserve:

Fiscal Year Ended January 26, 2008

Fiscal Year Ended January 27, 2007

Fiscal Year Ended January 28, 2006

Casualty Insurance Reserve:

Fiscal Year Ended January 26, 2008

Fiscal Year Ended January 27, 2007

Fiscal Year Ended January 28, 2006

Computer Intrusion Reserve:

Fiscal Year Ended January 26, 2008

Balance
Beginning
of Period

Amounts
Charged to
Net Income

Write-Offs
Against
Reserve

Balance
End of
Period

$14,182

$841,687

$840,571

$ 15,298

$ 14,101

$ 795,941

$ 795,860

$ 14,182

$ 13,162

$ 823,357

$ 822,418

$ 14,101

$57,677

1,820

$ 13,421

$ 46,076

$ 14,981

$ 63,923

$ 21,227

$ 57,677

$ 12,365

8,909

6,293

$ 14,981

$31,443

$ 17,673

$ 22,743

$ 26,373

$ 34,707

$ 54,429

$ 57,693

$ 31,443

$ 26,434

$ 62,064

$ 53,791

$ 34,707

— $159,200

$ 41,934

$117,266

(b) Exhibits

Listed below are all exhibits filed as part of this report. Some exhibits are filed by the Registrant with the Securities and

Exchange Commission pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended.

Exhibit
No.

3(i).1

3(ii).1

4.1

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

Description of Exhibit

Fourth Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 99.1 to the Form 8-A/A
filed September 9, 1999. Certificate of Amendment of Fourth Restated Certificate of Incorporation is
incorporated herein by reference to Exhibit 3(i) to the Form 10-Q filed for the quarter ended July 28, 2005.
The by-laws of TJX, as amended, are incorporated herein by reference to Exhibit 3(ii) to the Form 10-Q filed for
the quarter ended July 28, 2005.
Indenture between TJX and The Bank of New York dated as of February 13, 2001, incorporated by reference to
Exhibit 4.1 of the Registration Statement on Form S-3 filed on May 9, 2001.
Each other instrument relates to long-term debt securities the total amount of which does not exceed 10% of the
total assets of TJX and its subsidiaries on a consolidated basis. TJX agrees to furnish to the Securities and
Exchange Commission copies of each such instrument not otherwise filed herewith or incorporated herein by
reference.
4-year Revolving Credit Agreement dated May 5, 2005 among various financial institutions as lenders, including
Bank of America, N.A., JP Morgan Chase Bank, National Association, The Bank of New York, Citizens Bank of
Massachusetts, Key Bank National Association and Union Bank of California, N.A., as co-agents is incorporated
herein by reference to Exhibit 10.1 to the Form 8-K filed May 6, 2005. The related Amendment No. 1 to the 4-year
Revolving Credit Agreement dated May 12, 2006 is incorporated herein by reference to Exhibit 10.1 to the
Form 8-K filed May 17, 2006.
5-year Revolving Credit Agreement dated May 5, 2005 among various financial institutions as lenders, including
Bank of America, N.A., JP Morgan Chase Bank, National Association, The Bank of New York, Citizens Bank of
Massachusetts, Key Bank National Association and Union Bank of California, N.A., as co-agents is incorporated
herein by reference to Exhibit 10.2 to the Form 8-K filed May 6, 2005. The related Amendment No. 1 to the 5-year
Revolving Credit Agreement dated May 12, 2006 is incorporated herein by reference to Exhibit 10.2 to the
Form 8-K filed May 17, 2006.
The Employment Agreement dated as of June 6, 2006 between Bernard Cammarata and TJX is incorporated
herein by reference to Exhibit 10.1 to the Form 8-K filed June 9, 2006.*
The Employment Agreement dated as of April 5, 2005 with Donald G. Campbell is incorporated herein by
reference to Exhibit 10.2 to Form 8-K filed on April 7, 2005. The Letter Agreement dated September 7, 2005 with
Donald G. Campbell is incorporated herein by reference to Exhibit 10.7 to the Form 10-Q filed for the quarter
ended October 29, 2005. The Amendment dated as of March 7, 2006 to the Employment Agreement dated as of
April 5, 2005 with Donald G. Campbell, as amended, is incorporated herein by reference to Exhibit 10.4 to the
Form 8-K filed March 8, 2006. The Letter Agreement dated September 6, 2006 with Donald G. Campbell is
incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed September 7, 2006.*
The Employment Agreement dated as of January 28, 2007 with Carol Meyrowitz is incorporated herein by
reference to Exhibit 10.1 to the Form 8-K filed on April 10, 2007.*
The Employment Agreement dated as of April 5, 2005 with Arnold Barron is incorporated herein by reference to
Exhibit 10.1 to the Form 8-K filed on April 7, 2005. The Letter Agreement dated September 7, 2005 with Arnold
Barron is incorporated herein by reference to Exhibit 10.6 to the Form 10-Q filed for the quarter ended
October 29, 2005. The Letter Agreement dated October 17, 2005 with Arnold Barron is incorporated herein by
reference to Exhibit 10.9 to the Form 10-Q filed for the quarter ended October 29, 2005. The Amendment dated as
of March 7, 2006 to the Employment Agreement dated as of April 5, 2005 with Arnold Barron, as amended, is
incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed March 8, 2006.*
The Employment Agreement dated as of April 5, 2005 with Jeffrey Naylor and the related Amendments dated as
of September 7, 2005, March 7, 2006 and September 6, 2006 to the Employment Agreement dated as of April 5,
2005 with Jeffrey Naylor are included herein by reference to Exhibit 10.9 to the Form 10-K for fiscal year ended
January 27, 2007.*
The Employment Agreement dated as of June 11, 2007 with Nirmal Tripathy is incorporated herein by reference
to Exhibit 10.1 to the Form 8-K filed on June 15, 2007.*
The Employment Agreement dated as of September 8, 2006 with Ernie Herrman is filed herewith.*

10.9
10.10 The TJX Companies, Inc. Management Incentive Plan, as amended, is incorporated herein by reference to

Exhibit 10.1 to the Form 10-Q filed for the quarter ended April 28, 2007.*

Exhibit
No.

Description of Exhibit

10.11 The Stock Incentive Plan, as amended and restated through June 1, 2004, is incorporated herein by reference to
Exhibit 10.1 to the Form 10-Q filed for the quarter ended July 31, 2004. The related First Amendment to The
Stock Incentive Plan is incorporated herein by reference to Exhibit 10.11 to the Form 10-K filed for the fiscal year
ended January 28, 2006. The Stock Incentive Plan, as amended through June 5, 2006, is incorporated herein by
reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended July 29, 2006.*

10.12 The Form of a Non-Qualified Stock Option Certificate Granted Under the Stock Incentive Plan is incorporated

herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended July 31, 2004.*

10.13 The Form of a Performance-Based Restricted Stock Award Granted Under Stock Incentive Plan is incorporated

herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended July 31, 2004.*

10.14 The Form of a Performance-Based Restricted Stock Award Granted Under Stock Incentive Plan is incorporated

herein by reference to Exhibit 10.2 to the Form 8-K filed November 17, 2005.*

10.15 Description of Director Compensation Arrangements is filed herewith.*
10.16 The TJX Companies, Inc. Long Range Performance Incentive Plan, as amended, is incorporated herein by
reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended July 26, 1997. The Amendment to The Long
Range Performance Incentive Plan adopted on September 7, 2005 is incorporated herein by reference to
Exhibit 10.2 to the Form 10-Q filed for the fiscal quarter ended April 28, 2007.*

10.17 The General Deferred Compensation Plan (1998 Restatement) and related First Amendment, effective January 1,
1999, are incorporated herein by reference to Exhibit 10.9 to the Form 10-K for the fiscal year ended January 30,
1999. The related Second Amendment, effective January 1, 2000, is incorporated herein by reference to
Exhibit 10.10 to the Form 10-K filed for the fiscal year ended January 29, 2000. The related Third and
Fourth Amendments are incorporated herein by reference to Exhibit 10.17 to the Form 10-K for the fiscal
year ended January 28, 2006.*

10.18 The Supplemental Executive Retirement Plan, as amended, is incorporated herein by reference to Exhibit 10(l)
to the Form 10-K filed for the fiscal year ended January 25, 1992. The 2005 Restatement to the Supplemental
Executive Retirement Plan is incorporated herein by reference to Exhibit 10.18 to the Form 10-K for the fiscal
year ended January 28, 2006.*

10.19 The Executive Savings Plan, as amended and restated, effective January 1, 2008, is filed herewith.*
10.20 The Restoration Agreement and related letter agreement regarding conditional reimbursement dated
December 31, 2002 between TJX and Bernard Cammarata are incorporated herein by reference to
Exhibit 10.17 to the Form 10-K filed for the fiscal year ended January 25, 2003.*

10.21 The form of Indemnification Agreement between TJX and each of its officers and directors is incorporated herein

by reference to Exhibit 10(r) to the Form 10-K filed for the fiscal year ended January 27, 1990.*

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

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

10.24 The Trust Agreement for Executive Savings Plan dated as of January 1, 2005 between TJX and Wells Fargo Bank,
N.A. is incorporated herein by reference to Exhibit 10.26 to the Form 10-K filed for the fiscal year ended
January 29, 2005.*

10.25 The Distribution Agreement dated as of May 1, 1989 between TJX and HomeBase, Inc. (formerly Waban Inc.) is
incorporated herein by reference to Exhibit 3 to TJX’s Current Report on Form 8-K dated June 21, 1989. The First
Amendment to Distribution Agreement dated as of April 18, 1997 between TJX and HomeBase, Inc. (formerly
Waban Inc.) is incorporated herein by reference to Exhibit 10.22 to the Form 10-K filed for the fiscal year ended
January 25, 1997.

10.26 The Indemnification Agreement dated as of April 18, 1997 by and between TJX and BJ’s Wholesale Club, Inc. is
incorporated herein by reference to Exhibit 10.23 to the Form 10-K filed for the fiscal year ended January 25,
1997.

10.27 The Settlement Agreement between ACohen Marketing & Public Relations, LLC, Julie Buckley, Anne Cohen,
LaQuita Kearney, Laura Lerner, Robert Mann, Jitka Parmet, Deborah Wilson, Kathleen Robinson, Shannon Kidd,
and Mary Robb Farley, individually and on behalf of the Settlement Class, The TJX Companies, Inc. and Fifth
Third Bancorp dated September 21, 2007, is incorporated herein by reference to Exhibit 10.1 to the Form 8-K
filed on September 21, 2007. The Amended Settlement Agreement, dated as of November 14, 2007, by and among
ACohen Marketing & Public Relations, LLC, Julie Buckley, Anne Cohen, LaQuita Kearney, Laura Lerner, Robert
Mann, Jitka Parmet, Deborah Wilson, Kathleen Robinson, Shannon Kidd and Mary Robb Farley, individually and
on behalf of the Settlement Class, The TJX Companies, Inc. and Fifth Third Bancorp is incorporated herein by
reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 27, 2007.

Exhibit
No.

Description of Exhibit

10.28 The Settlement Agreement among The TJX Companies, Inc., Visa U.S.A. Inc. and Visa Inc. and Fifth Third Bank,
dated November 29, 2007 is incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on
November 30, 2007.

10.29 The Settlement and Mutual Release Agreement between The TJX Companies, Inc. and Alexander W. Smith dated

31.1

31.2

32.1

32.2

March 29, 2007 is incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed on April 4, 2007.*
Subsidiaries:
A list of the Registrant’s subsidiaries is filed herewith.
Consents of Independent Registered Public Accounting Firm
The Consent of PricewaterhouseCoopers LLP is filed herewith.
Power of Attorney:
The Power of Attorney given by the Directors and certain Executive Officers of TJX is filed herewith.
Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is
filed herewith.
Certification Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 is
filed herewith.
Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
filed herewith.
Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is
filed herewith.

* Management contract or compensatory plan or arrangement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

THE TJX COMPANIES, INC.

/s/ NIRMAL K. TRIPATHY

Nirmal K. Tripathy, Chief Financial Officer, on behalf of
The TJX Companies, Inc. and as Principal Financial and
Accounting Officer of The TJX Companies, Inc.

Dated: March 25, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the date indicated.

/S/ CAROL MEYROWITZ
Carol Meyrowitz, President and Chief Executive Officer
and Director

/S/ NIRMAL K. TRIPATHY
Nirmal K. Tripathy, Principal Financial and
Accounting Officer

JOSE B. ALVAREZ*
Jose B. Alvarez, Director

ALAN M. BENNETT*
Alan M. Bennett, Director

DAVID A. BRANDON*
David A. Brandon, Director

AMY B. LANE*
Amy B. Lane, Director

JOHN F. O’BRIEN*
John F. O’Brien, Director

ROBERT F. SHAPIRO*
Robert F. Shapiro, Director

BERNARD CAMMARATA*
Bernard Cammarata, Chairman of the Board of Directors

WILLOW B. SHIRE*
Willow B. Shire, Director

DAVID T. CHING*
David T. Ching, Director

MICHAEL F. HINES*
Michael F. Hines, Director

Dated: March 25, 2008

FLETCHER H. WILEY*
Fletcher H. Wiley, Director

*BY /S/ NIRMAL K. TRIPATHY

Nirmal K. Tripathy
as attorney-in-fact

The TJX Companies, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended January 26, 2008, January 27, 2007 and January 28, 2006

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Financial Statements:

Consolidated Statements of Income for the fiscal years ended January 26, 2008, January 27, 2007 and

January 28, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Balance Sheets as of January 26, 2008 and January 27, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Cash Flows for the fiscal years ended January 26, 2008, January 27, 2007 and

January 28, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 26, 2008, January 27, 2007

and January 28, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Financial Statement Schedules:

Schedule II — Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Shareholders of The TJX Companies, Inc:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material
respects, the financial position of The TJX Companies, Inc. and its subsidiaries at January 26, 2008 and January 27, 2007, and
the results of their operations and their cash flows for each of the three years in the period ended January 26, 2008 in
conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of January 26, 2008, based on criteria
established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial
statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control
over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on
the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated
audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circum-
stances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note J to the accompanying consolidated financial statements, the Company changed its method of
accounting for defined benefit pension and other post retirement obligations as of January 27, 2007. In addition, as discussed
in Note I to the accompanying consolidated financial statements, the Company changed its method of accounting for
uncertain tax positions as of January 28, 2007.

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP
Boston, Massachusetts
March 25, 2008

F-2

Fiscal Year Ended

January 26,
2008
$18,647,126

January 27,
2007
$17,404,637

January 28,
2006
$15,955,943

14,082,448
3,126,565
197,022
(1,598)

1,242,689
470,939

13,213,703
2,923,560
4,960
15,566

1,246,848
470,092

12,214,671
2,703,271
—
29,632

1,008,369
318,535

771,750

776,756

689,834

—
—

(38,110)
(607)

771,750

738,039

1.74

$
— $
$

1.74
443,050

1.66

$
— $
$

1.66
468,046
0.36

1.71
(0.08)
1.63
454,044

1.63
(0.08)
1.55
480,045
0.28

—
589

690,423

1.48
—
1.48
466,537

1.41
—
1.41
491,500
0.24

$
$
$

The TJX Companies, Inc.

Consolidated Statements of Income

Amounts in thousands
except per share amounts
Net sales

Cost of sales, including buying and occupancy costs
Selling, general and administrative expenses
Provision for Computer Intrusion related costs
Interest (income) expense, net

Income from continuing operations before provision for income taxes
Provision for income taxes

Income from continuing operations
Discontinued operations:

Loss on disposal of discontinued operations, net of income taxes
Income (loss) of discontinued operations, net of income taxes

Net income

Basic earnings per share:

Income from continuing operations
(Loss) from discontinued operations, net of income taxes
Net income
Weighted average common shares — basic

Diluted earnings per share:

Income from continuing operations
(Loss) from discontinued operations, net of income taxes
Net income
Weighted average common shares — diluted

Cash dividends declared per share

The accompanying notes are an integral part of the financial statements.

F-3

The TJX Companies, Inc.

Consolidated Balance Sheets

In thousands

ASSETS
Current assets:

Cash and cash equivalents
Accounts receivable, net
Merchandise inventories
Prepaid expenses and other current assets
Current deferred income taxes, net

Total current assets

Property at cost:

Land and buildings
Leasehold costs and improvements
Furniture, fixtures and equipment

Total property at cost

Less accumulated depreciation and amortization

Net property at cost

Property under capital lease, net of accumulated amortization of $14,890 and $12,657,

respectively

Other assets
Goodwill and tradename, net of amortization

TOTAL ASSETS

LIABILITIES

Current liabilities:

Obligation under capital lease due within one year
Accounts payable
Accrued expenses and other liabilities
Federal, foreign and state income taxes payable

Total current liabilities

Other long-term liabilities
Non-current deferred income taxes, net
Obligation under capital lease, less portion due within one year
Long-term debt, exclusive of current installments
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common stock, authorized 1,200,000,000 shares, par value $1, issued and outstanding

427,949,533 and 453,649,813, respectively

Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained earnings

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The accompanying notes are an integral part of the financial statements.

F-4

Fiscal Year Ended

January 26,
2008

January 27,
2007

$ 732,612
143,289
2,737,378
215,550
163,465

$ 856,669
115,245
2,581,969
159,105
35,825

3,992,294

3,748,813

277,988
1,785,429
2,675,009

4,738,426
2,520,973

268,056
1,628,867
2,373,117

4,270,040
2,251,579

2,217,453

2,018,461

17,682
190,981
181,524

19,915
115,613
182,898

$6,599,934

$6,085,700

2,008
1,516,754
1,213,987
28,244

1,854
1,372,352
1,008,774
—

2,760,993

2,382,980

811,333
42,903
20,374
833,086
—

583,047
21,525
22,382
785,645
—

427,950
—

(28,685)

1,731,980

453,650
—
(33,989)
1,870,460

2,131,245

2,290,121

$6,599,934

$6,085,700

The TJX Companies, Inc.

Consolidated Statements of Cash Flows

In thousands

Cash flows from operating activities:

Fiscal Year Ended

January 26,
2008

January 27,
2007

January 28,
2006

Net income
Adjustments to reconcile net income to net cash provided by operating

$ 771,750

$ 738,039

$ 690,423

activities:
Depreciation and amortization
Loss on property disposals
Asset impairment charge
Amortization of stock compensation expense
Excess tax benefits from stock compensation expense
Deferred income tax (benefit) provision

Changes in assets and liabilities:

(Increase) decrease in accounts receivable
(Increase) in merchandise inventories
(Increase) decrease in prepaid expenses and other current assets
Increase in accounts payable
Increase in accrued expenses and other liabilities
Increase (decrease) in income taxes payable

Other, net

369,396
18,318
7,626
57,370
(6,756)
(101,799)

(25,516)
(112,411)

2,144
117,304
202,893
37,909
22,879

353,110
32,743
—
69,804
(3,632)
6,286

26,397
(201,413)
(23,179)
50,165
170,592
(42,558)
18,679

314,285
10,600
—
91,190
—
(88,245)

(20,997)
(8,772)
(35,197)
35,010
163,362
7,903
(1,543)

Net cash provided by operating activities

1,361,107

1,195,033

1,158,019

Cash flows from investing activities:

Property additions
Proceeds from sale of property
Proceeds from repayments on note receivable

Net cash (used in) investing activities

Cash flows from financing activities:

Principal payments on long-term debt
Payments on capital lease obligation
Proceeds from sale and issuance of common stock
Proceeds from borrowings of long-term debt
Cash payments for repurchase of common stock
Excess tax benefits from stock compensation expense
Cash dividends paid

Net cash (used in) financing activities

Effect of exchange rate changes on cash

Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

(526,987)

-
753

(378,011)
-
700

(495,948)
9,688
652

(526,234)

(377,311)

(485,608)

(1,854)
134,109
—
(940,208)

6,756

(151,492)

-
(1,712)
260,197
-
(557,234)
3,632
(122,927)

(100,000)
(1,580)
102,438
204,427
(603,739)
—
(105,251)

(952,689)

(418,044)

(503,705)

(6,241)

(8,658)

(10,244)

(124,057)
856,669

391,020
465,649

158,462
307,187

Cash and cash equivalents at end of year

$ 732,612

$ 856,669

$ 465,649

The accompanying notes are an integral part of the financial statements.

F-5

The TJX Companies, Inc.

Consolidated Statements of Shareholders’ Equity

In thousands

Balance, January 29, 2005
Comprehensive income:

Net income
(Loss) due to foreign currency translation

adjustments

Gain on net investment hedge contracts
(Loss) on cash flow hedge contracts
Amount of cash flow hedge reclassified from other

comprehensive income to net income

Total comprehensive income
Cash dividends declared on common stock
Restricted stock awards granted
Amortization of stock compensation expense
Issuance of common stock under stock incentive plan

and related tax effect
Common stock repurchased

Balance, January 28, 2006
Comprehensive income:

Net income
Gain due to foreign currency translation adjustments
(Loss) on net investment hedge contracts
(Loss) on cash flow hedge contracts
Amount of cash flow hedge reclassified from other

comprehensive income to net income

Total comprehensive income
Recognition of unfunded post retirement liabilities
Cash dividends declared on common stock
Restricted stock awards granted
Amortization of stock compensation expense
Issuance of common stock under stock incentive plan

and related tax effect
Common stock repurchased

Balance, January 27, 2007
Comprehensive income:

Net income
Gain due to foreign currency translation adjustments
(Loss) on net investment hedge contracts
(Loss) on cash flow hedge contracts
Recognition of prior service cost and gains (losses)
Amount of cash flow hedge reclassified from other

comprehensive income to net income

Total comprehensive income
Implementation of FIN 48 (see note I)
Implementation of SFAS No. 158 measurement

provisions (see note J)

Cash dividends declared on common stock
Restricted stock and other stock awards issued
Amortization of stock compensation expense
Stock options repurchased by TJX
Issuance of common stock under stock incentive plan

and related tax effect
Common stock repurchased

Balance, January 26, 2008

Common Stock

Par Value
$1

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings

Total

480,699 $480,699 $

—

—
—
—

—

—
377
—

—

—
—
—

—

—
377
—

—

—
—
—

—

—
(377)
91,190

5,775
(25,884)

88,041
(178,854)

$(26,245)

$1,292,102 $1,746,556

—

690,423

(32,563)
14,981
(14,307)

13,838

—
—
—

—
—

—
—
—

—

(111,278)
—
—

(32,563)
14,981
(14,307)

13,838

672,372
(111,278)
—
91,190

—
(395,264)

93,816
(600,002)

460,967

—
—
—
—

—

—
—
236
—

—
—
—
—

—

—
—
236
—

—

—
—
—
—

—

—
—
(236)
69,804

(44,296)

1,475,983

1,892,654

—
20,433
(5,626)
(3,950)

5,011

(5,561)
—
—
—

738,039
—
—
—

738,039
20,433
(5,626)
(3,950)

—

5,011

—
(127,024)
—
—

753,907
(5,561)
(127,024)
—
69,804

14,453
(22,006)

249,122
(318,690)

—
—

—
(216,538)

263,575
(557,234)

453,650

—
—
—
—
—

—

—
—
285
—
—

—
—
—
—
—

—

—
—
285
—
—

—

—
—
—
—
—

—

—
—
(285)
57,370
(3,266)

(33,989)

1,870,460

2,290,121

—
20,998
(15,823)
(1,526)
1,393

771,750
—
—
—
—

771,750
20,998
(15,823)
(1,526)
1,393

429

—

429

—

(27,178)

(167)
—
—
—
—

(1,641)
(158,202)
—
—
—

777,221
(27,178)

(1,808)
(158,202)
—
57,370
(3,266)

6,968
(32,953)

130,227
(184,046)

—
—

—
(723,209)

137,195
(940,208)

427,950 $427,950 $

—

$(28,685)

$1,731,980 $2,131,245

The accompanying notes are an integral part of the financial statements.

F-6

The TJX Companies, Inc.

Notes to Consolidated Financial Statements

A. Summary of Accounting Policies

Basis of Presentation: The consolidated financial statements of The TJX Companies, Inc. (referred to as “TJX”, the
“Company” or “we”) include the financial statements of all of TJX’s subsidiaries, all of which are wholly owned. All of TJX’s
activities are conducted within TJX or our subsidiaries and are consolidated in these financial statements. All intercompany
transactions have been eliminated in consolidation.

Fiscal Year: TJX’s fiscal year ends on the last Saturday in January. The fiscal years ended January 26, 2008 (“fiscal

2008”), January 27, 2007 (“fiscal 2007”) and January 28, 2006 (“fiscal 2006”) each included 52 weeks.

Earnings Per Share: All earnings per share amounts discussed refer to diluted earnings per share unless otherwise

indicated.

Use of Estimates: The preparation of the financial statements, in conformity with accounting principles generally
accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, and disclosure of contingent liabilities, at the date of the financial statements as well as the reported
amounts of revenues and expenses during the reporting period. TJX considers the more significant accounting policies that
involve management estimates and judgments to be those relating to inventory valuation, impairments of long-lived assets,
retirement obligations, casualty insurance, accounting for taxes, reserves for Computer Intrusion related costs and for
discontinued operations, and loss contingencies. Actual amounts could differ from those estimates, and such differences
could be material.

Revenue Recognition: TJX records revenue at the time of sale and receipt of merchandise by the customer, net of a
reserve for estimated returns. We estimate returns based upon our historical experience. We defer recognition of a layaway
sale and its related profit to the accounting period when the customer receives the layaway merchandise. Proceeds from the
sale of store cards as well as the value of store cards issued to customers as a result of a return or exchange, are deferred until
the customer uses the card to acquire merchandise. Based on historical experience, we estimate the amount of store cards
that will not be redeemed (“breakage”) and, to the extent allowed by local law, these amounts are amortized into income over
the redemption period. Revenue recognized from store card breakage was $10.1 million, $7.6 million and $6.9 million for fiscal
2008, 2007 and 2006, respectively.

Consolidated Statements of Income Classifications: Cost of sales, including buying and occupancy costs, include
the cost of merchandise sold and gains and losses on inventory-related derivative contracts; store occupancy costs (including
real estate taxes, utility and maintenance costs and fixed asset depreciation); the costs of operating our distribution centers;
payroll, benefits and travel costs directly associated with buying inventory; and systems costs related to the buying and
tracking of inventory.

Selling, general and administrative expenses include store payroll and benefit costs; communication costs; credit and
check expenses; advertising; administrative and field management payroll, benefits and travel costs; corporate adminis-
trative costs and depreciation; gains and losses on non-inventory related foreign currency exchange contracts; and other
miscellaneous income and expense items.

Cash and Cash Equivalents: TJX generally considers highly liquid investments with a maturity of three months or
less at the date of purchase to be cash equivalents. Our investments are primarily high-grade commercial paper, institutional
money market funds and time deposits with major banks. The fair value of cash equivalents approximates carrying value.

Merchandise Inventories: Inventories are stated at the lower of cost or market. TJX uses the retail method for valuing
inventories on the first-in first-out basis. We almost exclusively utilize a permanent markdown strategy and lower the cost
value of the inventory that is subject to markdown at the time the retail prices are lowered in our stores. We accrue for
inventory obligations at the time inventory is shipped rather than when received and accepted by TJX. At January 26, 2008
and January 27, 2007, in-transit inventory included in merchandise inventories was $362.9 million and $346.2 million,
respectively. Comparable amounts were reflected in accounts payable at those dates.

Common Stock and Equity: Equity transactions consist primarily of the repurchase of our common stock under our
stock repurchase programs and the amortization of expense and issuance of common stock under our stock incentive plan.
Under our stock repurchase programs we repurchase our common stock on the open market. The par value of the shares
repurchased is charged to common stock with the excess of the purchase price over par first charged against any available

F-7

additional paid- in capital (“APIC”) and the balance charged to retained earnings. Due to the high volume of repurchases over
the past several years, we have no remaining balance in APIC. All shares repurchased have been retired.

Shares issued under our stock incentive plan are issued from authorized but unissued shares, and proceeds received are
recorded by increasing common stock for the par value of the shares with the excess over par added to APIC. Income tax
benefits upon the expensing of options result in the creation of a deferred tax asset, while income tax benefits due to the
exercise of stock options reduce deferred tax assets to the extent that an asset for the related grant has been created. Any tax
benefit greater than the deferred tax asset created at the time of expensing the option is credited to APIC; any deficiency in
the tax benefit is debited to APIC to the extent a ‘pool’ for such deficiency exists. In the absence of a pool any deficiency is
realized in the related periods’ statements of income through the provision for income taxes. The excess income tax benefits,
if any, are included in cash flows from financing activities in the statements of cash flows. The par value of restricted stock
awards is also added to common stock when the stock is issued, generally at grant date. The fair value of the restricted stock
awards in excess of par value is added to APIC as the award is amortized into earnings over the related vesting period.

Stock-Based Compensation: TJX adopted the provisions of Statement of Financial Accounting Standards No. 123
(revised 2004) “Share-Based Payment” (SFAS No. 123(R)) in the fourth quarter of fiscal 2006. TJX elected the modified
retrospective transition method and accordingly all periods presented reflect the impact of adopting SFAS No. 123(R). For
purposes of applying the provisions of SFAS No. 123(R), the fair value of each option granted is estimated on the date of grant
using the Black-Scholes option pricing model. See Note G for a detailed discussion of stock-based compensation.

Interest: TJX’s interest (income) expense, net was income of $1.6 million in fiscal 2008, and expense of $15.6 million
and $29.6 million in fiscal 2007 and 2006, respectively. Interest (income) expense is presented as a net amount. TJX had gross
interest income of $40.7 million, $23.6 million and $9.4 million in fiscal 2008, 2007 and 2006, respectively. We capitalize
interest during the active construction period of major capital projects. Capitalized interest is added to the cost of the related
assets. TJX capitalized interest of $799,000 in fiscal 2008. No interest was capitalized in fiscal 2007 or 2006. Debt discount
and related issue expenses are amortized to interest expense over the lives of the related debt issues or to the first date the
holders of the debt may require TJX to repurchase such debt.

Depreciation and Amortization: For financial reporting purposes, TJX provides for depreciation and amortization of
property by the use of the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over
33 years. Leasehold costs and improvements are generally amortized over their useful life or the committed lease term
(typically 10 years), whichever is shorter. Furniture, fixtures and equipment are depreciated over 3 to 10 years. Depreciation
and amortization expense for property was $364.2 million for fiscal 2008, $347.0 million for fiscal 2007 and $307.7 million for
fiscal 2006. Amortization expense for property held under a capital lease was $2.2 million in fiscal 2008, 2007 and 2006.
Maintenance and repairs are charged to expense as incurred. Significant costs incurred for internally developed software are
capitalized and amortized over 3 to 10 years. Upon retirement or sale, the cost of disposed assets and the related accumulated
depreciation are eliminated and any gain or loss is included in net income. Pre-opening costs, including rent, are expensed as
incurred.

Lease Accounting: TJX records rent expense when it takes possession of a store, which occurs before the com-
mencement of the lease term, as specified in the lease, and generally 30 to 60 days prior to the opening of the store. This
results in an acceleration of the commencement of rent expense for each lease, as we record rent expense during the pre-
opening period, but a reduction in monthly rent expense, as the total rent due under the lease is amortized over a greater
number of months.

Goodwill and Tradename: Goodwill is primarily the excess of the purchase price paid over the carrying value of the
minority interest acquired in fiscal 1990 in TJX’s former 83%-owned subsidiary and represents goodwill associated with the
T.J. Maxx chain, which is included in the Marmaxx segment in all periods presented. In addition, goodwill includes the excess
of cost over the estimated fair market value of the net assets of Winners acquired by TJX in fiscal 1991.

Goodwill, net of amortization, totaled $72.2 million, $71.9 million and $72.0 million as of January 26, 2008, January 27,
2007 and January 28, 2006, respectively. Goodwill is considered to have an indefinite life and accordingly is no longer
amortized. Cumulative amortization was $33.2 million as of January 26, 2008, $33.0 million as of January 27, 2007 and
$33.1 million as of January 28, 2006. Changes in goodwill cost and accumulated amortization are attributable to the effect of
exchange rate changes on Winners’ reported goodwill.

Tradenames include the values assigned to the name “Marshalls,” acquired by TJX in fiscal 1996 as part of the acquisition
of the Marshalls chain, and to the name “Bob’s Stores” acquired in fiscal 2004 as part of the acquisition of substantially all of
the assets of Bob’s Stores. These values were determined by the discounted present value of assumed after-tax royalty
payments, offset by a reduction for their pro-rata share of negative goodwill.

F-8

The Marshalls tradename, net of accumulated amortization, is carried at a value of $107.7 million, and is considered to
have an indefinite life and, accordingly, is no longer amortized. The Bob’s Stores tradename, pursuant to the purchase
accounting method, was valued at $4.8 million and is being amortized over 10 years. An impairment charge of $1.2 million was
recorded in the fourth quarter of fiscal 2008 (included in the impairment of long-lived assets charge discussed below)
reducing the carrying value of the tradename to $3.6 million. Amortization expense of $476,000, $477,000 and $477,000 was
recognized in fiscal 2008, 2007 and 2006, respectively. Cumulative amortization as of January 26, 2008, January 27, 2007 and
January 28, 2006 was $1.9 million, $1.5 million and $993,000, respectively.

TJX occasionally acquires other trademarks in connection with private label merchandise. Such trademarks are included
in other assets and are amortized to cost of sales, including buying and occupancy costs, over the term of the agreement,
generally from 7 to 10 years. Amortization expense related to trademarks was $351,000, $499,000 and $492,000 in fiscal 2008,
2007 and 2006, respectively. TJX had $1.4 million, $1.7 million and $2.2 million in trademarks, net of accumulated
amortization, at January 26, 2008, January 27, 2007 and January 28, 2006, respectively. Trademarks and the related
amortization are included in the related operating segment for which they were acquired.

Impairment of Long-Lived Assets: TJX periodically reviews the value of its property and intangible assets in relation
to the current and expected operating results of the related business segments in order to assess whether there has been an
other than temporary impairment of their carrying values. An impairment exists when the undiscounted cash flow of an asset
is less than the carrying cost of that asset. Store-by-store impairment analysis is performed at a minimum on an annual basis
in the fourth quarter of a fiscal year. An impairment analysis is also performed for goodwill and tradenames at a minimum on
an annual basis in the fourth quarter of a fiscal year. In the fourth quarter of fiscal 2008, TJX recorded a pre-tax impairment
charge of $7.6 million ($5.0 million, after tax, or $.01 per share), related to Bob’s Stores, which is reflected in Bob’s Stores’
segment results. The impairment charge relates to certain long-lived assets and intangible assets (specifically the Bob’s
Stores tradename discussed above) at Bob’s Stores and represents the excess of recorded carrying values over the estimated
fair value of these assets at fiscal 2008 year end.

Advertising Costs: TJX expenses advertising costs as incurred. Advertising expense was $284.1 million, $244.7 million

and $203.0 million for fiscal 2008, 2007 and 2006, respectively.

Accumulated Other Comprehensive Income (Loss): TJX’s foreign assets and liabilities are translated at the fiscal
year end exchange rate. Activity of the foreign operations that affect the statements of income and cash flows are translated
at the average exchange rates prevailing during the fiscal year. The translation adjustments associated with the foreign
operations are included in shareholders’ equity as a component of accumulated other comprehensive income. Cumulative
foreign currency translation adjustments included in shareholders’ equity amounted to a gain of $17.8 million, net of related
tax effect of $23.7 million, as of January 26, 2008; loss of $3.2 million, net of related tax effect of $15.8 million, as of January 27,
2007; and a loss of $23.6 million, net of related tax effect of $17.7 million, as of January 28, 2006.

TJX enters into financial instruments to manage our cost of borrowing and to manage its exposure to changes in foreign
currency exchange rates. TJX recognizes all derivative instruments as either assets or liabilities in the statements of financial
position and measures those instruments at fair value. Changes to the fair value of derivative contracts that do not qualify for
hedge accounting are reported in earnings in the period of the change. For derivatives that qualify for hedge accounting,
changes in the fair value of the derivatives are either recorded in shareholders’ equity as a component of other comprehensive
income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being
hedged. Cumulative gains and losses on derivatives that have hedged our net investment in foreign operations and deferred
gains or losses on cash flow hedges that have been recorded in other comprehensive income amounted to a loss of
$42.1 million, net of related tax effects of $28.1 million at January 26, 2008; a loss of $25.2 million, net of related tax effects of
$16.8 million at January 27, 2007; and a loss of $20.7 million, net of related tax effects of $13.8 million at January 28, 2006.

The requirement to recognize the funded status of our post retirement benefit plans in accordance with SFAS No. 158
(discussed in Note J) resulted in a loss adjustment to accumulated other comprehensive income of $5.6 million, net of related
tax effects of $3.7 million at January 27, 2007. The cumulative loss adjustment at January 26, 2008 was $4.4 million, net of
related tax effects of $3.7 million at January 26, 2008. There was no similar adjustment made in fiscal 2006.

Loss Contingencies: TJX records a reserve for loss contingencies when it is both probable that a loss has been
incurred and the amount of the loss is reasonably estimable. TJX reviews pending litigation and other contingencies at least
quarterly and adjusts the reserve for such contingencies for changes in probable and reasonably estimable losses. TJX
includes an estimate for related legal costs at the time such costs are both probable and reasonably estimable.

New Accounting Standards: In September 2006, the Financial Accounting Standards Board (FASB) issued
SFAS No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for

F-9

measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to
disclose fair value measurements of their financial instruments according to a fair value hierarchy as defined in the standard.
Additionally, companies are required to provide enhanced disclosure regarding fair value measurements in one of the
categories (level 3), including a reconciliation of the beginning and ending balances separately for each major category of
assets and liabilities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years, and will be applied prospectively. In February 2008, the FASB issued a
Staff Position that will (1) partially defer the effective date of SFAS No. 157 for one year for certain non-financial assets and
non-financial liabilities and (2) remove certain leasing transactions from the scope of SFAS No. 157. We do not believe the
adoption of SFAS No. 157 will have a material impact on our results of operations or financial condition.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities —
including an amendment of FASB Statement No. 115,” (SFAS No. 159). SFAS No. 159 provides companies with an option to
report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed
to facilitate comparisons between companies that choose different fair value measurement attributes for similar types of
assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within
those years and will be effective for TJX in the first quarter of fiscal 2009. We do not believe that SFAS No. 159 will have a
material impact on our financial statements.

Reclassifications: We have reclassified a line item on the Consolidated Statements of Income in fiscal 2007 for
Provision for Computer Intrusion related costs for comparative purposes. This reclassification had no impact on net income
as previously reported.

B. Provision for Computer Intrusion related costs

TJX suffered an unauthorized intrusion or intrusions (the intrusion or intrusions, collectively, the “Computer Intrusion”)
into portions of its computer system, which was discovered during the fourth quarter of fiscal 2007 and in which it believes
customer data were stolen. We face potential liabilities and costs as a result of claims, litigation and investigations with
respect to the Computer Intrusion. During the first six months of fiscal 2008, we expensed pre-tax costs of $37.8 million for
costs we incurred related to the Computer Intrusion. In the second quarter of fiscal 2008, we were able to reasonably estimate
our potential losses related to the Computer Intrusion and, accordingly, established a pre-tax reserve of $178.1 million and
recorded a pre-tax charge in that amount. Subsequently, as previously disclosed we settled the purported customer class
actions (subject to final court approval), settled claims of Visa USA, Visa Inc. and substantially all U.S. Visa issuers and settled
with most of the named plaintiffs in the purported financial institution class action. During the fourth quarter of fiscal 2008,
we reduced our reserve and the Provision for Computer Intrusion related costs by $18.9 million as a result of insurance
proceeds with respect to the Computer Intrusion, which had not previously been reflected in the reserve, as well as a
reduction in our estimated legal and other fees as we have continued to resolve outstanding disputes, litigation and
investigations. As of January 26, 2008, our reserve balance was $117.3 million reflecting amounts paid for settlements
(primarily the Visa settlement), legal and other fees. Our reserve reflects our current estimation of probable losses in
accordance with generally accepted accounting principles with respect to the Computer Intrusion and includes our current
estimation of total potential cash liabilities, from pending litigation, proceedings, investigations and other claims, as well as
legal and other costs and expenses, arising from the Computer Intrusion. In addition we expect to record non-cash costs with
respect to the customer class actions settlement, if finally approved, when incurred, which we do not expect to be material to
our financial statements. As an estimate, our reserve is subject to uncertainty, and our actual costs may vary from our current
estimate and such variations may be material. We may decrease or increase the amount of our reserve to adjust for
developments in the course and resolution of litigation, claims and investigations and related expenses and for other changes
in our estimates.

C. Discontinued Operations — A.J. Wright store closings

During the fourth quarter of fiscal 2007, management developed a plan to close 34 underperforming A.J. Wright stores.
The plan was approved by the Executive Committee of the Board of Directors on November 27, 2006, and virtually all of the
stores were closed as of the end of fiscal 2007.

In its continuing effort to improve the performance of A.J. Wright, management performed an analysis of its store
locations and operating performance. Management’s plan for the store closures was based on several factors, including
market demographics and proximity to other A.J. Wright stores, cash return, sales volume and productivity, recent
comparable store sales and profit trends and overall market performance. The 34 stores represented approximately 21%
of A.J. Wright’s store base, but only 16% of its fiscal 2007 year-to-date sales and had store profit margins significantly below

F-10

the average of the A.J. Wright chain (see Note L to our consolidated financial statements regarding discontinued operations
reserves).

We recorded fiscal 2007 fourth quarter pre-tax charges of approximately $62 million in connection with these A.J. Wright

store closures. A summary of the estimated charges (in millions) is presented below:

Asset impairments

Lease costs, net of estimated sublease income
Severance and other costs

Total pre-tax charges

Non-Cash

$20

-
-

Cash

$ -

38
4

Total

$20

38
4

$20

$42

$62

Asset impairments relate primarily to store fixtures and leasehold improvements. Lease costs include assumptions about
the timing and amount of subtenant income and other expenses and actual results may cause the lease costs to vary from the
above estimate.

The above charges do not include the cash impact of $24 million of estimated income tax benefits, which generally will be
realized when lease and severance obligations are paid or assets are sold or otherwise disposed of. The after-tax cost of the
store closings of $38.1 million, or $0.08 per share, was recorded as a loss on disposal of discontinued operations in the fourth
quarter of fiscal 2007.

In addition to the above charges, we classified the operating income (loss) of the 34 closed stores for fiscal 2007, as well
as all prior periods, as a component of discontinued operations. The operating income or loss for each fiscal year equals the
operating results from store operations, reduced by an allocation of direct and incremental distribution and administrative
costs relating to the closed stores. No interest expense was allocated to the discontinued operations. The following table
presents the net sales and segment profit (loss) of the closed A.J. Wright stores for the fiscal years presented in which there
have been amounts reclassified to discontinued operations:

Discontinued operations:

Dollars in millions

Net sales
Segment profit (loss)

Closed stores in operation during period

D. Long-Term Debt and Credit Lines

Fiscal Year Ended January
2007

2008

2006

$ -
-

$111.8
(1.0)

$102.0
1.0

The table below presents long-term debt, exclusive of current installments, as of January 26, 2008 and January 27, 2007.

All amounts are net of unamortized debt discounts. Capital lease obligations are separately presented in Note F.

In thousands

General corporate debt:

7.45% unsecured notes, maturing December 15, 2009 (effective interest rate of 7.50%

after reduction of unamortized debt discount of $119 and $183 in fiscal 2008 and 2007,
respectively)

Market value adjustment to debt hedged with interest rate swap

C$235 term credit facility due January 11, 2010 (interest rate Canadian Dollar Banker’s

Acceptance rate plus 0.35%)

Total general corporate debt

Subordinated debt:

Zero coupon convertible subordinated notes due February 13, 2021 (net of reduction of

unamortized debt discount of $118,625 and $126,485 in fiscal 2008 and 2007,
respectively)

Total subordinated debt

Long-term debt, exclusive of current installments

F-11

January 26,
2008

January 27,
2007

$199,881

$199,817

1,215

(4,370)

233,120

199,186

434,216

394,633

398,870

391,012

398,870

391,012

$833,086

$785,645

The aggregate maturities of long-term debt, exclusive of current installments at January 26, 2008 are as follows:

In thousands

Fiscal Year

2010

2011

2012

2013

Later years

Less amount representing unamortized debt discount

Deferred gain on settlement of interest rate swap and fair value adjustments on hedged debt, net

Aggregate maturities of long-term debt, exclusive of current installments

Long-Term Debt

$433,120

441,330

(42,579)

1,215

$833,086

The above maturity table assumes that all holders of the zero coupon convertible subordinated notes exercise their put
options in fiscal 2014. Any of the notes on which put options are not exercised, redeemed or converted will mature in fiscal
2022.

In January 2006, we entered into a C$235.0 million term credit facility (through our Canadian division, Winners) due in
January, 2010. This debt is guaranteed by TJX. Interest is payable on borrowings under this facility at rates equal to or less
than Canadian prime rate. The variable rate on this facility was 4.88% at January 26, 2008. The proceeds were used to fund
the repatriation of earnings from our Canadian division as well as other general corporate purposes of this division.

In February 2001, TJX issued $517.5 million zero coupon convertible subordinated notes due in February 2021 and
raised gross proceeds of $347.6 million. The issue price of the notes represented a yield to maturity of 2% per year. Due to the
first put option on February 13, 2002, we amortized the debt discount assuming a 1.5% yield for fiscal 2002. The notes are
subordinated to all existing and future senior indebtedness of TJX. The notes are convertible into 16.9 million shares of
common stock of TJX if the sale price of our common stock reaches specified thresholds, if the credit rating of the notes is
below investment grade, if the notes are called for redemption or if certain specified corporate transactions occur. Each
holder of the notes has the right to require us to purchase the notes on February 13, 2013 at original purchase price plus
accrued original issue discount for a total of $441.3 million for all notes. We may pay the purchase price in cash, TJX stock or a
combination of the two. If the holders exercise their put options, we expect to fund the payment with cash, financing from our
short-term credit facility, new long-term borrowings or a combination thereof. There were two notes put to TJX on
February 13, 2007 and three on February 13, 2004. In addition, if a change in control of TJX occurs on or before February 13,
2013, each holder may require TJX to purchase for cash all or a portion of such holder’s notes. As of February 13, 2007 we may
redeem for cash all, or a portion of, the notes at any time for the original purchase price plus accrued original issue discount.

The fair value of our general corporate debt, including current installments, is estimated by obtaining market value
quotes given the trading levels of other bonds of the same general issuer type and market perceived credit quality. The fair
value of our zero coupon convertible subordinated notes is estimated by obtaining market quotes. The fair value of general
corporate debt, including current installments, at January 26, 2008 is $448.5 million versus a carrying value of $434.2 million.
The fair value of the zero coupon convertible subordinated notes, as of January 26, 2008, is $541.4 million versus a net of
unamortized debt discount carrying value of $398.9 million. These estimates do not necessarily reflect certain provisions or
restrictions in the various debt agreements which might affect our ability to settle these obligations.

In fiscal 2007, we amended our $500 million four-year revolving credit facility and our $500 million five-year revolving
credit facility (initially entered into in fiscal 2006) to extend the maturity dates of these agreements until May 2010 and May
2011, respectively. These agreements have no compensating balance requirements and have various covenants including a
requirement of a specified ratio of debt to earnings. We also have a commercial paper program pursuant to which we issue
commercial paper from time to time. The revolving credit facilities are used as backup to our commercial paper program. As
of January 26, 2008 there were no outstanding amounts under our credit facilities, and we did not borrow under these credit
facilities during fiscal 2008. The maximum amount of our U.S. short-term borrowings outstanding was $204.5 million during
fiscal 2007 and $566.5 million during fiscal 2006. The weighted average interest rate on our U.S. short-term borrowings was
5.35% in fiscal 2007 and 3.69% in fiscal 2006.

F-12

As of January 26, 2008 and January 27, 2007, Winners had two credit lines, one for C$10 million for operating expenses
and one C$10 million letter of credit facility. The maximum amount outstanding under Winners Canadian credit line for
operating expenses was C$5.7 million in fiscal 2008, C$3.8 million in fiscal 2007 and C$4.6 million in fiscal 2006. There were
no amounts outstanding on either of these lines at the end of fiscal 2008 or fiscal 2007. As of January 26, 2008, T.K. Maxx had a
credit line of £20 million. The maximum amount outstanding under this line in fiscal 2008 was £16.4 million, and there were
no outstanding borrowings on this credit line at the end of fiscal 2008 or fiscal 2007.

E. Financial Instruments

TJX enters into financial instruments to manage its cost of borrowing and to manage its exposure to changes in foreign

currency exchange rates.

Interest Rate Contracts: In December 1999, prior to the issuance of $200 million ten-year notes, TJX entered into a
rate-lock agreement to hedge the underlying treasury rate of notes. The cost of this agreement is being amortized to interest
expense over the term of the notes and results in an effective fixed rate of 7.60% on these notes. During fiscal 2004, TJX
entered into interest rate swaps on $100 million of the $200 million ten-year notes effectively converting the interest on that
portion of the unsecured notes from fixed to a floating rate of interest indexed to the six-month LIBOR rate. The maturity
dates of the interest rate swaps is the same as the maturity date of the underlying debt. Under these swaps, TJX pays a
specified variable interest rate and receives the fixed rate applicable to the underlying debt. The interest income/expense on
the swaps is accrued as earned and recorded as an adjustment to the interest expense accrued on the fixed-rate debt. The
interest rate swaps are designated as fair value hedges of the underlying debt. The fair value of the contracts, excluding the
net interest accrual, amounted to an asset of $1.2 million, a liability of $4.4 million, and a liability of $4.6 million as of
January 26, 2008, January 27, 2007 and January 28, 2006, respectively. The valuation of the swaps results in an offsetting fair
value adjustment to the debt hedged; accordingly, long-term debt has been increased by $1.2 million in fiscal 2008, reduced
by $4.4 million in fiscal 2007 and reduced by $4.6 million in fiscal 2006. The average effective interest rate, on the $100 million
of the 7.45% unsecured notes, inclusive of the effect of hedging activity, was approximately 8.77% in fiscal 2008, 9.42% in
fiscal 2007 and 8.30% in fiscal 2006.

During fiscal 2006, concurrent with the issuance of the C$235 million three-year note, TJX entered an interest rate swap
on the principal amount of the note effectively converting the interest on the note from floating to a fixed rate of interest. The
maturity date of the interest rate swap is January 2009, one year before the maturity date of the underlying debt. Under this
swap, TJX pays a specified fixed interest rate and receives the floating rate applicable to the underlying debt. The interest
income/expense on the swaps is accrued as earned and recorded as an adjustment to the interest expense accrued on the
floating-rate debt. The interest rate swap is designated as a cash flow hedge of the underlying debt. The fair value of the
contract, excluding the net interest accrual, amounted to a liability of $1.1 million (C$1.1 million) as of January 26, 2008 and
an asset of $699,000 (C$825,000) as of January 27, 2007. The valuation of the swap results in an adjustment to other
comprehensive income of a similar amount. The average effective interest rate on the note, inclusive of the effect of hedging
activity, was approximately 4.50% in fiscal 2008. We estimate that all $1.1 million (C$1.1 million) of losses related to this
swap, deferred in accumulated other comprehensive income will be recognized in earnings over the next twelve months.

Foreign Currency Contracts: TJX enters into forward foreign currency exchange contracts to obtain economic
hedges on firm U.S. dollar and Euro merchandise purchase commitments made by its foreign subsidiaries, T.K. Maxx (United
Kingdom, Ireland and Germany) and Winners (Canada). These commitments are typically six months or less in duration. The
contracts outstanding at January 26, 2008 covered certain commitments for the first quarter of fiscal 2009. TJX elected not to
apply hedge accounting rules to these contracts. The change in the fair value of these contracts resulted in income of
$6.6 million in fiscal 2008, income of $1.2 million in fiscal 2007 and expense of $2.5 million in fiscal 2006 and is included in
current earnings as a component of cost of sales, including buying and occupancy costs. TJX also enters into forward foreign
currency exchange contracts to obtain economic hedges on certain foreign intercompany payables, primarily license fees, for
which we elect not to apply hedge accounting rules. There were no such contracts outstanding at January 26, 2008 and
January 27, 2007 thus there was no change in fair value of these contracts and no impact to our statements of financial
position. Any gain or loss on this type of contract is ultimately offset by a similar gain or loss on the underlying item being
hedged.

TJX also enters into foreign currency forward and swap contracts in both Canadian dollars and British pound sterling and
accounts for them as either a hedge of the net investment in and between its foreign subsidiaries or (until July 20, 2006 see
below) as a cash flow hedge of certain long-term intercompany debt. We apply hedge accounting to these hedge contracts of
our investment in foreign operations, and changes in fair value of these contracts, as well as gains and losses upon settlement,
are recorded in accumulated other comprehensive income, offsetting changes in the cumulative foreign translation

F-13

adjustments of our foreign divisions. The change in fair value of the contracts designated as a hedge of our investment in
foreign operations resulted in a loss of $15.8 million, net of income taxes, in fiscal 2008, a loss of $5.6 million, net of income
taxes, in fiscal 2007, and a gain of $15.0 million, net of income taxes, in fiscal 2006. The change in the cumulative foreign
currency translation adjustment resulted in a gain of $21.0 million, net of income taxes, in fiscal 2008, a gain of $20.4 million,
net of income taxes, in fiscal 2007, and a loss of $32.6 million, net of income taxes, in fiscal 2006. Amounts included in other
comprehensive income relating to cash flow hedges are reclassified to earnings as the underlying exposure on the debt
impacts earnings. The net loss recognized in fiscal 2008 related to cash flow contracts was $1.1 million, net of income taxes.
The net loss recognized in fiscal 2007 related to cash flow contracts was $5.0 million, net of income taxes. This amount was
offset by a non-taxable gain of $4.6 million, related to the underlying exposure. The net loss recognized in fiscal 2006 related
to cash flow contracts was $13.8 million, net of income taxes. This amount was offset by a non-taxable gain of $22.5 million,
related to the underlying exposure. On July 20, 2006 TJX determined that the C$355 million intercompany loan, due from
Winners to TJX, would not be payable in the foreseeable future due to the capital and cash flow needs of Winners. As a result,
the intercompany loan and the related currency swap were re-designated as a net investment in a foreign operation.
Accordingly, foreign currency gains or losses on the intercompany loan and gains or losses on the related currency swap from
re-designation date forward, to the extent effective, are recorded in other comprehensive income. The ineffective portion of
the currency swap resulted in a pre-tax charge to the income statement of $9.1 million and $2.9 million in fiscal 2008 and
fiscal 2007, respectively.

TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt and
intercompany interest payable. The changes in fair value of these contracts are recorded in the statements of income and are
offset by marking the underlying item to fair value in the same period. Upon settlement, the realized gains and losses on these
contracts are offset by the realized gains and losses of the underlying item in the statement of income. The net impact on the
income statement of hedging activity related to these intercompany payables was income of $2.5 million in fiscal 2008, and
immaterial amounts in both fiscal 2007 and fiscal 2006.

The value of foreign currency exchange contracts relating to inventory commitments is reported in current earnings as a
component of cost of sales, including buying and occupancy costs. The income statement impact of all other derivative
contracts and underlying exposures is reported as a component of selling, general and administrative expenses.

Following is a summary of TJX’s derivative financial instruments and related fair values, outstanding at January 26, 2008:

Currency amounts in thousands

Fair value hedges:

Pay

Receive

Blended
Contract Rate

Fair Value Asset

(Liability)

Interest rate swap fixed to floating on notional of $50,000

LIBOR + 4.17%

Interest rate swap fixed to floating on notional of $50,000

LIBOR + 3.42%

7.45%

N/A

US$

300

1,052

Cash flow hedge:

Interest rate swap floating to fixed on notional of C$235,000

4.136%

CAD BA%

N/A

US$

(1,086)

Net investment hedges:

Net investment in and between foreign operations

Hedge accounting not elected:

Merchandise purchase commitments

732,711

US$ 593,073

201,000

C$ 443,429

0.8094

2.2061

US$(143,694)

US$ 45,711

170,757

US$ 175,100

2,771

18,044

29,026

1,861

US$ 35,900
A 39,400

1.0254

0.6716

1.9896

1.3574

US$

5,873

(15)

213

382

US$ (91,264)

F-14

The fair value of the derivatives is classified as assets or liabilities, current or non-current, based upon valuation results
and settlement dates of the individual contracts. Following are the balance sheet classifications of the fair value of our
derivatives:

In thousands

Current assets

Non-current assets

Current liabilities

Non-current liabilities

Net fair value (liability)

January 26,
2008

January 27,
2007

$ 53,094

$ 2,798

16,688

(1,267)

(3,382)

(143,091)

(96,475)

$ (91,264)

$(80,371)

TJX’s forward foreign currency exchange and swap contracts require TJX to make payments of certain foreign
currencies or U.S. dollars for receipt of Canadian dollars, U.S. dollars or Euros. All of these contracts, except the contracts
relating to our investment in our foreign operations, mature during fiscal 2009. The British pound sterling investment hedges
mature during fiscal 2009 and the Canadian dollar investment hedge contracts and interest rate swap contracts have
maturities from fiscal 2009 to fiscal 2010.

The counterparties to the forward exchange contracts and swap agreements are major international financial institu-
tions and the contracts contain rights of offset, which minimize our exposure to credit loss in the event of nonperformance by
one of the counterparties. We do not require counterparties to maintain collateral for these contracts. We periodically
monitor our position and the credit ratings of the counterparties and do not anticipate losses resulting from the nonper-
formance of these institutions.

F. Commitments

TJX is committed under long-term leases related to its continuing operations for the rental of real estate and fixtures and
equipment. Most of our leases are store operating leases with a ten-year initial term and options to extend for one or more
five-year periods. Certain Marshalls leases, acquired in fiscal 1996, had remaining terms ranging up to twenty-five years.
Leases for T.K. Maxx are generally for fifteen to twenty-five years with ten-year kick-out options. Many of the leases contain
escalation clauses and early termination penalties. In addition, we are generally required to pay insurance, real estate taxes
and other operating expenses including, in some cases, rentals based on a percentage of sales which aggregated to
approximately one-third of the total minimum rent for the fiscal year ended January 26, 2008 and January 27, 2007,
respectively.

Following is a schedule of future minimum lease payments for continuing operations as of January 26, 2008:

In thousands

Fiscal Year

2009

2010

2011

2012

2013

Later years

Total future minimum lease payments

Less amount representing interest

Net present value of minimum capital lease payments

Capital
Lease

Operating
Leases

$ 3,726

$ 943,174

3,726

3,897

3,912

898,667

809,288

708,300

586,948

11,084

1,715,321

30,071

$5,661,698

7,689

$22,382

The capital lease commitment relates to a 283,000-square-foot addition to TJX’s home office facility. Rental payments
commenced June 1, 2001, and we recognized a capital lease asset and related obligation equal to the present value of the lease
payments of $32.6 million.

F-15

Rental expense under operating leases for continuing operations amounted to $896.6 million, $837.6 million, and
$774.9 million for fiscal 2008, 2007 and 2006, respectively. Rental expense includes contingent rent and is reported net of
sublease income. Contingent rent paid was $9.7 million, $9.0 million, and $7.1 million in fiscal 2008, 2007 and 2006,
respectively; and sublease income was $2.9 million in fiscal 2008; and $3.0 million in fiscal 2007 and 2006. The total net
present value of TJX’s minimum operating lease obligations approximates $4,404.6 million as of January 26, 2008.

TJX had outstanding letters of credit totaling $32.7 million as of January 26, 2008 and $43.8 million as of January 27,

2007. Letters of credit are issued by TJX primarily for the purchase of inventory.

G. Stock Compensation Plans

In November 2005, we adopted SFAS No. 123(R) using the “modified retrospective” method. The total compensation
cost related to stock based compensation was $37.0 million net of income taxes of $20.3 million in fiscal 2008, $45.1 million
net of income taxes of $24.7 million in fiscal 2007, and $58.9 million net of income taxes of $32.3 million in fiscal 2006.

As of January 26, 2008, there was $73.5 million of total unrecognized compensation cost related to nonvested share-
based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted-average
period of 2.0 years. The total fair value of shares vested in fiscal 2008 was $56.6 million.

TJX has a stock incentive plan under which options and other stock awards may be granted to its directors, officers and
key employees. This plan has been approved by TJX’s shareholders, and all stock compensation awards are made under this
plan. The Stock Incentive Plan, as amended with shareholder approval, provides for the issuance of up to 145.3 million shares
with 17.0 million shares available for future grants as of January 26, 2008. TJX issues shares from authorized but unissued
common stock. On December 6, 2005, the Board of Directors of TJX determined that beginning in fiscal 2007, non-employee
directors would no longer be awarded stock option grants under the Stock Incentive Plan, and the plan was amended to
eliminate such awards.

Under the Stock Incentive Plan, TJX has granted options for the purchase of common stock, generally within ten years
from the grant date at option prices of 100% of market price on the grant date. Most options outstanding vest over a three-
year period starting one year after the grant, and are exercisable in their entirety three years after the grant date. Options
granted to directors, prior to the amendment eliminating such awards, became fully exercisable one year after the date of
grant.

For purposes of applying the provisions of SFAS No. 123(R), the fair value of each option granted during fiscal 2008,
2007 and 2006 is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted
average assumptions:

Risk free interest rate

Dividend yield

Expected volatility factor

Expected option life in years

Weighted average fair value of options issued

January 26,
2008

Fiscal Year Ended
January 27,
2007

January 28,
2006

4.00%

1.2%

31.0%

4.5

$8.38

4.75%

1.1%

32.0%

4.5

$8.35

3.91%

1.0%

33.0%

4.5

$6.60

Expected volatility is based on a combination of implied volatility from traded options on our stock, and historical
volatility during a term approximating the expected term of the option granted. We use historical data to estimate option
exercise, employee termination behavior and dividend yield within the valuation model. Separate employee groups and
option characteristics are considered separately for valuation purposes when applicable. No such distinctions existed in fiscal
2008 or 2007. See discussion regarding non-employee directors’ option awards eliminated in fiscal 2007 above. The expected
option life represents an estimate of the period of time options are expected to remain outstanding based upon historical
exercise trends. The risk free rate is for periods within the contractual life of the option based on the U.S. Treasury yield curve
in effect at the time of the grant.

F-16

Stock Options Pursuant to the Stock Incentive Plan: A summary of the status of TJX’s stock options and related

Weighted Average Exercise Prices (“WAEP”) is presented below (shares in thousands):

January 26, 2008

Options

WAEP

Fiscal Year Ended
January 27, 2007
Options

WAEP

January 28, 2006

Options

WAEP

Outstanding at beginning of year

37,854

$20.50

47,902

$18.97

48,558

$18.44

Granted

Exercised and repurchased

Forfeitures

5,716

29.23

5,788

(7,473)

18.84

(14,524)

(944)

24.25

(1,312)

27.03

17.92

21.93

7,003

(6,010)

(1,649)

21.44

17.04

20.97

Outstanding at end of year

35,153

$22.17

37,854

$20.50

47,902

$18.97

Options exercisable at end of year

24,243

$19.88

24,848

$18.69

30,457

$17.61

Included in the exercised and repurchased amount in the table above are approximately 341,000 options repurchased
from optionees by the Company during fiscal 2008. The total intrinsic value of options exercised was $79.7 million in fiscal
2008, $131.6 million in fiscal 2007 and $37.5 million in fiscal 2006.

The following table summarizes information about stock options outstanding that are expected to vest and stock options
outstanding that are exercisable at January 26, 2008. Options outstanding expected to vest represents total unvested options
of 10.9 million adjusted for anticipated forfeitures.

Amounts in thousands
except years and per share amounts

Options outstanding expected to vest

Options exercisable

Aggregate
Intrinsic
Value

Weighted
Average
Remaining
Contract
Life

Weighted
Average
Exercise
Price

10,139

$ 31,002

9.0 years

$27.16

24,243

$250,589

5.5 years

$19.88

Total outstanding options vested and expected to vest

34,382

$281,591

6.5 years

$22.03

Restricted Stock and Other Awards Pursuant to the Stock Incentive Plan: TJX has also issued restricted stock
and performance-based restricted stock awards under the Stock Incentive Plan. Restricted stock awards are issued at no cost
to the recipient of the award, and have service restrictions that generally lapse over three to four years from date of grant.
Performance-based shares are also issued at no cost to the recipient of the award and have restrictions that generally lapse
over one to four years when and if specified performance criteria are met. The grant date fair value of the award is charged to
income ratably over the period during which these awards vest. The fair value of the awards is determined at date of grant and
assumes that performance goals will be achieved. If such goals are not met, no compensation cost is recognized and any
recognized compensation cost is reversed.

A combined total of 200,341 shares, 236,000 shares and 377,000 shares for restricted and performance-based awards
were issued in fiscal 2008, 2007 and 2006, respectively. 59,814 shares were forfeited during fiscal 2008, 7,125 shares were
forfeited during fiscal 2007 and 18,750 shares were forfeited during fiscal 2006. The weighted average market value per share
of these stock awards at grant date was $24.90 for fiscal 2008, $27.16 for fiscal 2007 and $21.14 for fiscal 2006.

F-17

A summary of the status of our nonvested restricted stock and changes during fiscal 2008 is presented below (shares in

thousands):

Nonvested at beginning of year

Granted

Vested

Forfeited

Nonvested at end of year

Weighted
Average
Grant Date
Fair Value

$23.64

28.04

24.29

24.9

Restricted
Stock

612

200

(159)

(60)

593

$24.82

The fair value of restricted stock vested was $3.9 million in fiscal 2008, $4.9 million in fiscal 2007 and $11.9 million in

fiscal 2006.

In November 2005, we issued a market based deferred share award to our acting chief executive officer which was
indexed to our stock price for the sixty-day period beginning February 22, 2007 (“measurement period”) whereby the
executive could earn up to 94,000 shares of TJX stock. The weighted average grant date fair value of this award was $9.90 per
share. In June 2007, 58,750 shares were issued under this award. In September 2007, this officer received a special award of
25,000 shares of common stock.

TJX also awards deferred shares to its outside directors under the Stock Incentive Plan. The outside directors are
awarded two annual deferred share awards, each representing shares of TJX common stock valued at $50,000. One award
vests immediately and is payable with accumulated dividends in stock at the earlier of separation from service as a director or
change of control. The second award vests based on service as a director until the annual meeting next following the award
and is payable with accumulated dividends in stock at vesting date, unless an irrevocable advance election is made whereby it
is payable at the same time as the first award. As of the end of fiscal 2008, a total of 117,336 deferred shares had been awarded
under the plan. Actual shares will be issued at termination of service or a change of control.

H. Capital Stock and Earnings Per Share

Capital Stock: In August 2007, we completed a $1 billion stock repurchase program begun in fiscal 2006 and initiated
another multi-year $1 billion stock repurchase program that had been approved in January 2007. We repurchased and retired
33.3 million shares of our common stock at a cost of $950.2 million during fiscal 2008. TJX reflects stock repurchases in its
financial statements on a “settlement” basis. We had cash expenditures under our repurchase programs of $940.2 million,
$557.2 million and $603.7 million in fiscal 2008, 2007 and 2006, respectively, funded primarily by cash generated from
operations. The total common shares repurchased amounted to 33.0 million shares in fiscal 2008, 22.0 million shares in fiscal
2007 and 25.9 million shares in fiscal 2006. As of January 26, 2008, we had repurchased 17.8 million shares of our common
stock at a cost of $514.0 million under the current $1 billion stock repurchase program. All shares repurchased under our
stock repurchase programs have been retired. In February 2008, our Board of Directors approved a new $1 billion stock
repurchase program which was in addition to the $486.0 million remaining under our existing $1 billion authorization at
January 26, 2008.

TJX temporarily suspended buyback activity from the discovery of the Computer Intrusion (December 2006) until

adoption of a Rule 10b5-1 plan at the end of the first quarter of fiscal 2008.

TJX has authorization to issue up to 5 million shares of preferred stock, par value $1. There was no preferred stock issued

or outstanding at January 26, 2008.

F-18

Earnings Per Share:

The following schedule presents the calculation of basic and diluted earnings per share for income from continuing

operations:

Amounts in thousands
except per share amounts

Basic earnings per share:

Income from continuing operations

Weighted average common stock outstanding for basic earnings per share

calculation

Basic earnings per share

Diluted earnings per share:

Income from continuing operations

January 26,
2008

January 27,
2007

January 28,
2006

$771,750

$776,756

$689,834

443,050

454,044

466,537

1.74

1.71

1.48

$771,750

$776,756

$689,834

Add back: Interest expense on zero coupon convertible subordinated notes, net

of income taxes

4,716

4,623

4,532

Income from continuing operations used for diluted earnings per share

calculation

$776,466

$781,379

$694,366

Weighted average common stock outstanding for basic earnings per share

calculation

Assumed conversion/exercise of:

Convertible subordinated notes

Stock options and awards

Weighted average common stock outstanding for diluted earnings per share

calculation

Diluted earnings per share

443,050

454,044

466,537

16,905

8,091

16,905

9,096

16,905

8,058

468,046

480,045

491,500

1.66

1.63

1.41

The weighted average common shares for the diluted earnings per share calculation exclude the incremental effect
related to outstanding stock options, the exercise price of which is in excess of the related fiscal year’s average price of TJX’s
common stock. Such options are excluded because they would have an antidilutive effect. There were 5.7 million, 5.7 million
and 190,800 such options excluded as of January 26, 2008, January 27, 2007 and January 28, 2006, respectively.

Income Taxes

The provision for income taxes includes the following:

In thousands

Current:

Federal

State

Foreign

Deferred:

Federal

State

Foreign

January 26,
2008

Fiscal Year Ended
January 27,
2007

January 28,
2006

$373,340

$323,821

$317,404

94,544

87,260

57,055

60,149

41,962

47,582

(67,636)

27,373

(84,771)

(16,499)

(70)

1,681

(420)

(3,222)

Provision for income taxes

$470,939

$470,092

$318,535

F-19

TJX had net deferred tax assets as follows:

In thousands

Deferred tax assets:

Foreign tax credit carryforward

Reserve for discontinued operations

Pension, stock compensation, postretirement and employee benefits

Leases

Foreign currency hedges

Computer Intrusion reserve

Other

Total deferred tax assets

Deferred tax liabilities:

Property, plant and equipment

Safe harbor leases

Tradename

Undistributed foreign earnings

Other

Total deferred tax liabilities

Net deferred tax asset

Fiscal Year Ended

January 26,
2008

January 27,
2007

$ 12,409

5,493

20,264

24,078

189,619

164,463

39,373

36,654

46,531

85,199

38,539

23,041

43,115

$430,049

$298,729

$139,396

$151,632

7,548

40,761

77,198

44,584

8,718

41,101

42,199

40,779

309,487

284,429

$120,562

$ 14,300

The fiscal 2008 total net deferred tax asset is presented on the balance sheet as a current asset of $163.5 million and a
non-current liability of $42.9 million. For fiscal 2007, the net deferred tax asset is presented on the balance sheet as a current
asset of $35.8 million and a non-current liability of $21.5 million. TJX has provided for deferred U.S. taxes on all undistributed
earnings from its Canadian subsidiary through January 26, 2008. TJX changed its assertion during fiscal 2008 regarding the
undistributed earnings of its Marshalls Puerto Rico subsidiary. The earnings of this subsidiary are no longer considered
indefinitely reinvested. As a result, the Company recognized a $5.5 million tax benefit after providing for deferred U.S. taxes
for this subsidiary. All earnings of TJX’s other foreign subsidiaries are indefinitely reinvested and no deferred taxes have been
provided on those earnings. The net deferred tax asset summarized above includes deferred taxes relating to temporary
differences at our foreign operations and amounted to a $26.7 million net liability as of January 26, 2008 and a $26.6 million
net liability as of January 27, 2007.

Tax legislation enacted in 2004, allowed companies to repatriate the undistributed earnings of its foreign operations in
fiscal 2006 at an effective U.S. federal income tax rate of 5.25%. TJX recognized a one-time tax benefit of $47 million, or $.10
per share, from the repatriation of U.S. $259.5 million of Canadian earnings during the fourth quarter of fiscal 2006. In
addition, during the fourth quarter of fiscal 2006, TJX corrected its accounting for the tax impact of foreign currency gains on
certain intercompany loans. We had previously established a deferred tax liability on these gains which are not taxable. The
impact of correcting for the tax treatment of these gains results in a tax benefit of $22 million. The cumulative impact of this
adjustment through the end of the third quarter of fiscal 2006 was $18.2 million, all of which was recorded in the fourth
quarter of fiscal 2006. Of the $18.2 million, $10.1 million related to fiscal 2005.

TJX’s HomeGoods subsidiary has a Puerto Rico net operating loss carryforward of approximately $1.1 million that may
be applied against future taxable income of its HomeGoods operations in Puerto Rico. The future tax benefit of this loss
carryforward, which expires in fiscal 2014, has not been recognized. In fiscal 2006, TJX utilized a United Kingdom net
operating loss carryforward of approximately $2.4 million. There have been no United Kingdom net operating losses for
periods subsequent to January 28, 2006. TJX’s German subsidiary, which is treated as a branch for U.S. tax purposes, incurred
a net operating loss of $14.4 million for tax and financial reporting purposes during fiscal 2008. The loss was fully utilized to
reduce the Company’s current U.S. taxable income. Any future utilization of the loss in Germany will result in a corresponding
amount of taxable income for U.S. tax purposes. TJX’s worldwide effective income tax rate was 37.9% for fiscal 2008, 37.7%

F-20

for fiscal 2007 and 31.6% for fiscal 2006. The difference between the U.S. federal statutory income tax rate and TJX’s
worldwide effective income tax rate is reconciled below:

U.S. federal statutory income tax rate

Effective state income tax rate

Impact of foreign operations

Impact of repatriation of foreign earnings

Impact of tax free currency gains on intercompany loans, including correction

of deferred tax liability

All other

January 26,
2008

Fiscal Year Ended
January 27,
2007

January 28,
2006

35.0%

4.1

(0.6)

(0.4)

(0.1)

35.0%

4.0

(0.4)

(0.2)

(0.7)

35.0%

3.9

0.5

(4.7)

(2.1)

(1.0)

Worldwide effective income tax rate

37.9%

37.7%

31.6%

TJX adopted the provisions of FASB Interpretation 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), in the
first quarter of fiscal 2008. FIN 48 clarifies the accounting for income taxes by prescribing a minimum threshold for benefit
recognition of a tax position for financial statement purposes. FIN 48 also establishes tax accounting rules for measurement,
classification, interest and penalties, disclosure and interim period accounting. As a result of the implementation, the
Company recognized a charge of approximately $27.2 million to its retained earnings balance at the beginning of fiscal 2008.
The Company had unrecognized tax benefits of $140.7 million as of January 26, 2008 and $124.4 million as of January 28,
2007.

A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:

Balance at date of implementation

Additions for uncertain tax positions taken in current year

Additions for uncertain tax positions taken in prior years

Reductions for uncertain tax positions taken in prior years

Reductions resulting from lapse of statute of limitation

Settlements with tax authorities

Balance at January 26, 2008

$188,671

30,811

52,328

(36,474)

(307)

(2,170)

$232,859

Included in the gross amount of unrecognized tax benefits are items that will not impact future effective tax rates upon

recognition. These items amount to $67.8 million as of January 26, 2008 and $28.2 million as of January 28, 2007.

The Company is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions.

In nearly all jurisdictions, the tax years through fiscal 2001 are no longer subject to examination.

The Company’s continuing accounting policy classifies interest and penalties related to income tax matters as part of
income tax expense. The amount of interest and penalties expensed was $16.2 million for the year ended January 26, 2008.
The accrued amounts for interest and penalties are $52.5 million as of January 26, 2008 and $36.3 million as of January 28,
2007.

Based on the outcome of tax examinations, judicial proceedings or as a result of the expiration of statute of limitations in
specific jurisdictions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously
filed tax returns may change materially from those represented on the financial statements as of January 26, 2008. However,
based on the status of current audits and the protocol of finalizing audits, which may include formal legal proceedings, it is not
possible to estimate the impact of such changes, if any, to previously recorded uncertain tax positions.

J. Pension Plans and Other Retirement Benefits

Pension: TJX has a funded defined benefit retirement plan covering the majority of its full-time U.S. employees.
Employees who have attained twenty-one years of age and have completed one year of service are covered under the plan. No
employee contributions are required and benefits are based on compensation earned in each year of service. New employees
after February 1, 2006 do not participate in this plan but are eligible to receive enhanced employer contributions to their
401(k) plans. This plan amendment did not have a material impact on fiscal 2008 or fiscal 2007 pension expense, but is

F-21

expected to reduce net periodic pension costs in subsequent years due to a reduction in participants. Our funded defined
benefit retirement plan assets are invested in domestic and international equity and fixed income securities, both directly and
through investment funds. The plan does not invest in the securities of TJX. We also have an unfunded supplemental
retirement plan which covers key employees and provides for certain employees additional retirement benefits based on
average compensation.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans — An amendment of FASB Statements No. 87, 88, 106 and 132 (R)”
(SFAS No. 158). SFAS No. 158 requires the recognition of the funded status of a benefit plan in the balance sheet; the
recognition in other comprehensive income of gains or losses and prior service costs or credits arising during the period but
which are not included as components of periodic benefit cost; the measurement of defined benefit plan assets and
obligations as of the balance sheet date (the measurement provisions); and disclosure of additional information about the
effects on periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. The
recognition of the funded status of plans on the balance sheet was required for our fiscal year ended January 27, 2007. The
adjustment to accumulated other comprehensive income of initially applying the recognition provisions of SFAS No. 158 for
our pension and postretirement plans was a reduction, net of taxes, of $5.6 million in fiscal 2007. The impact of adopting
SFAS No. 158 on individual line items of the balance sheet as of January 27, 2007 is summarized below:

In thousands

Other assets (Funded prepaid pension)

Total assets

Other long-term liabilities (Unfunded pension and postretirement medical

liability)

Non-current deferred income taxes, net
Total liabilities

Accumulated other comprehensive income (loss)
Total shareholders’ equity

Before
application of
SFAS No. 158

Adjustments

After
application of
SFAS No. 158

27,573

$(27,573)

6,113,273

(27,573)

6,085,700

79,812

$(18,304)

61,508

25,233
3,817,591

(3,708)
(22,012)

21,525
3,795,579

$ (28,428)
2,295,682

$ (5,561)
(5,561)

$ (33,989)
2,290,121

TJX deferred the implementation of the measurement provisions of SFAS No. 158 until fiscal 2008. The impact of
adopting the measurement provisions was to increase our post retirement liabilities by $2.7 million and an adjustment to
retained earnings of $1.6 million, net of income taxes of $1.1 million, which represents the net benefit cost from January 1,
2007 to January 27, 2007. The valuation date for both plans in fiscal 2007 was as of December 31, 2006.

Presented below is financial information relating to TJX’s funded defined benefit retirement plan (funded plan) and its

unfunded supplemental pension plan (unfunded plan) for the fiscal years indicated:

In thousands

Change in projected benefit obligation:

Projected benefit obligation at beginning of year
Effect of change in measurement date

Service cost

Interest cost
Actuarial (gains) losses

Settlements
Special termination benefits

Benefits paid

Expenses paid

Funded Plan
Fiscal Year Ended

Unfunded Plan
Fiscal Year Ended

January 26,
2008

January 27,
2007

January 26,
2008

January 27,
2007

$417,436
4,395

$407,235
-

$53,109
152

$55,870
-

34,704

37,528

24,632
(21,673)

21,982
(38,471)

-
-

-
664

992

2,867
(3,420)

-
168

(9,586)

(2,224)

(9,565)

(1,937)

(2,280)

1,043

2,929
408

(6,131)
247

(1,257)

Projected benefit obligation at end of year

$447,684

$417,436

$51,588

$53,109

Accumulated benefit obligation at end of year

$408,437

$376,235

$46,023

$41,298

F-22

In thousands

Change in plan assets:

Funded Plan
Fiscal Year Ended

Unfunded Plan
Fiscal Year Ended

January 26,
2008

January 27,
2007

January 26,
2008

January 27,
2007

Fair value of plan assets at beginning of year

$410,318

$373,047

Effect of change in measurement date

Actual return on plan assets
Employer contribution

Benefits paid
Expenses paid

1,840

11,068
25,000

(9,586)
(2,224)

48,773
-

(9,565)
(1,937)

Fair value of plan assets at end of year

$436,416

$410,318

(175)

-
2,455

(2,280)

-
7,388

(7,388)
-

Reconciliation of funded status:

Projected benefit obligation at end of year

Fair value of plan assets at end of year

$447,684

$417,436

$51,588

$53,109

436,416

410,318

Funded status — excess obligation

11,268

7,118

51,588

53,109

Employer contributions after measurement date, and on or

before fiscal year end

Unrecognized prior service (cost)

Unrecognized actuarial (losses)

(175)

Net liability recognized on consolidated balance sheets

$ 11,268

7,118

$51,588

$52,934

Amounts not yet reflected in net periodic benefit cost and

included in accumulated other comprehensive income (loss):

Prior service cost
Accumulated actuarial losses

59
34,088

121
34,570

342
7,976

477
12,290

Amounts included in accumulated other comprehensive income

(loss)

$ 34,147

$ 34,691

$ 8,318

$12,767

The consolidated balance sheet as of January 26, 2008 reflects the funded status of the plans after initial adoption of
SFAS No. 158 whereby unrecognized prior service cost and actuarial gains and losses are recorded in accumulated other
comprehensive income (loss). The combined net accrued liability of $62.9 million at January 26, 2008 is reflected on the
balance sheet as a current liability of $2.7 million and a long term liability of $60.2 million.

As of January 27, 2007, the combined net accrued liability of $60.1 million at January 27, 2007 is reflected on the balance

sheet as a current liability of $3.4 million and a long term liability of $56.7 million.

The estimated prior service cost that will be amortized from accumulated other comprehensive income (loss) into net
periodic benefit cost in fiscal 2009 is $57,468 for the funded plan and $124,652 for the unfunded plan. The estimated net
actuarial loss that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in
fiscal 2009 is $568,533 for the unfunded plan. None of the net actuarial loss will be amortized for the funded plan in fiscal
2009. Weighted average assumptions for measurement purposes for determining the obligation at measurement date:

Discount rate

Expected return on plan assets

Rate of compensation increase

Funded Plan
Fiscal Year Ended

Unfunded Plan
Fiscal Year Ended

January 26,
2008

January 27,
2007

January 26,
2008

January 27,
2007

6.50%

8.00%

4.00%

6.00%

8.00%

4.00%

6.25%

N/A

6.00%

5.75%

N/A

6.00%

We select the assumed discount rate using the Citigroup Pension Liability Index.

F-23

We made aggregate cash contributions of $27.5 million, $7.4 million and $42.0 million for fiscal 2008, 2007 and 2006,
respectively, to the defined benefit retirement plan and to fund current benefit and expense payments under the unfunded
supplemental retirement plan. The cash contribution in fiscal 2007 was solely to fund current benefit and expense payments
under the unfunded supplemental retirement plan. Our funding policy for our funded plan is to fund any required
contribution to the plan at the full funding limitation and generally to fund contributions in excess of any required
contribution so as to fully fund the accumulated benefit obligation to the extent such contribution is allowed for tax
purposes. As a result of voluntary funding contributions made in fiscal 2006 and prior years, there was no required funding in
fiscal 2007 or fiscal 2008. As a result of the additional voluntary funding in fiscal 2008 we do not anticipate any required
funding in fiscal 2009 for the defined benefit retirement plan. We anticipate making contributions of $2.7 million to fund
current benefit and expense payments under the unfunded supplemental retirement plan in fiscal 2009. The following is a
summary of our target allocation for plan assets along with the actual allocation of plan assets as of the valuation date for the
fiscal years presented:

Equity securities

Fixed income

All other — primarily cash

Actual Allocation for
Fiscal Year Ended

Target
Allocation

January 26,
2008

January 27,
2007

60%

40%

53%

40%

62%

37%

We employ a total return investment approach whereby a mix of equities and fixed income investments is used to seek to
maximize the long-term return on plan assets with a prudent level of risk. Risk tolerance is established through consideration
of plan liabilities, funded plan status and corporate financial condition. The investment portfolio contains a diversified blend
of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as
well as stocks of companies with small and large capitalizations. Both actively managed and passively invested portfolios may
be utilized for U.S. equity investments. Other assets such as real estate funds, private equity funds, and hedge funds are
currently used for their diversification and return enhancing characteristics. Derivatives may be used to reduce market
exposure; however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying
investments. We hold certain investments in the plan which do not have a readily determinable market value, fair market
value of these investments is based on amounts obtained from investment managers and we believe these are a reasonable
estimate. Investments, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. As
such, it is reasonably possible that changes in the values of investments will occur in the near term and such changes could
affect the amounts reported. Investment risk is measured and monitored on an ongoing basis through quarterly investment
portfolio reviews, annual liability measurements and periodic asset/liability studies.

We employ a building block approach in determining the long-term rate of return for plan assets. Historical markets are
studied and long-term historical relationships between equities and fixed income are preserved consistent with the widely
accepted capital market principle that assets with higher volatility generate a greater return over the long term. Current
market factors such as inflation and interest rates are evaluated before long-term capital market assumptions are deter-
mined. Consideration is also given to asset class diversification and rebalancing as well as to the expected returns likely to be
earned over the life of the plan by each category of plan assets. Peer data and historical returns are reviewed for reasonability
and appropriateness.

F-24

Following are the components of net periodic benefit cost and other amounts recognized in other comprehensive income

related to our pension plans:

Dollars in thousands

Net Periodic Pension Cost:
Service cost
Interest cost
Expected return on plan assets
Amortization of transition obligation
Settlement cost
Amortization of prior service costs
Recognized actuarial losses

Funded Plan
Fiscal Year Ended
January 27,
2007

January 26,
2008

January 28,
2006

January 26,
2008

Unfunded Plan
Fiscal Year Ended
January 27,
2007

January 28,
2006

$ 34,704
24,632
(32,259)

-
-
57
-

$ 37,528
21,982
(29,395)
-
-
57
5,656

$ 33,616
19,756
(25,474)
-
-
57
6,405

992
2,867
-
-
168
125
789

$ 1,043
2,929
-
-
1,421
124
1,686

$ 7,203

$1,015
2,883
-
75
-
355
3,249

$7,577

Net periodic pension cost

$ 27,134

$ 35,828

$ 34,360

$ 4,941

Other Changes in Plan Assets and

Benefit
Obligations Recognized in Other

Comprehensive Income

Net (gain) loss

Prior service cost (credit)
Amortization of recognized loss
Amortization of prior service cost

Total recognized in other comprehensive

income

Total recognized in net periodic benefit
cost and other comprehensive income

Weighted average assumptions for

expense purposes:

Discount rate
Expected rate of return on plan assets
Rate of compensation increase

(482)

-
-
(62)

$ 40,226
178
(5,656)
(57)

(544)

$ 34,691

-
-
-
-

$(3,420)
-

(893)
(135)

$13,976
602
(1,686)
(125)

$(4,448)

$12,767

-
-
-
-

$ 26,590

$ 70,519

$ 34,360

493

$19,970

$7,577

6.00%
8.00%
4.00%

5.50%
8.00%
4.00%

5.75%
8.00%
4.00%

5.75%
N/A
6.00%

5.50%
N/A
6.00%

Included in the net periodic pension cost of the unfunded plan TJX incurred special termination benefits of $168,000 in

fiscal 2008 and $1.4 million in fiscal 2007.

The unrecognized gains and losses in excess of 10% of the projected benefit obligation are amortized over the average
remaining service life of participants. In addition, for the unfunded plan, unrecognized actuarial gains and losses that exceed
30% of the projected benefit obligation are fully recognized in net periodic pension cost.

Following is a schedule of the benefits expected to be paid in each of the next five fiscal years and in the aggregate for the

five fiscal years thereafter:

In thousands

Fiscal Year

2009

2010

2011

2012

2013

2014 through 2018

Funded Plan
Expected Benefit Payments

Unfunded Plan
Expected Benefit Payments

$ 12,848

14,365

16,019

17,857

20,351

145,370

$ 2,722

7,469

3,062

3,088

2,682

20,040

TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for all eligible
U.S. employees. As of December 31, 2007 and 2006, assets under the plan totaled $688.3 million and $633.8 million,
respectively, and are invested in a variety of funds. Employees may contribute up to 50% of eligible pay, subject to limitation.
TJX matches employee contributions, up to 5% of eligible pay, at rates ranging from 25% to 50%, based upon the Company’s
performance. Employees hired after February 1, 2006 are eligible for participation in the plan with an enhanced matching

F-25

formula beginning five years after hire date. TJX contributed $10.2 million in fiscal 2008, $11.4 million in fiscal 2007 and
$7.9 million in fiscal 2006 to the 401(k) plan. Employees cannot invest their contributions in the TJX stock fund option in the
401(k) plan, and may elect to invest up to only 50% of the Company’s contribution in the TJX stock fund. The TJX stock fund
has no other trading restrictions. The TJX stock fund represents 3.5%, 3.8% and 3.5% of plan investments at December 31,
2007, 2006 and 2005, respectively.

TJX also has a nonqualified savings plan for certain U.S. employees. TJX matches employee contributions at various
rates which amounted to $1.2 million in fiscal 2008, $1.2 million in fiscal 2007, and $313,000 in fiscal 2006. TJX transfers
employee withholdings and the related company match to a separate trust designated to fund the future obligations. The
trust assets, which are invested in a variety of mutual funds, are included in other assets on the balance sheets.

In addition to the plans described above, we also maintain retirement/deferred savings plans for all eligible associates at
our foreign subsidiaries. We contributed $4.1 million, $3.6 million and $3.0 million for these plans in fiscal 2008, 2007 and
2006, respectively.

Postretirement Medical: TJX has an unfunded postretirement medical plan that provides limited postretirement
medical and life insurance benefits to employees who participate in its retirement plan and who retire at age 55 or older with
ten or more years of service. During the fourth quarter of fiscal 2006, TJX eliminated this benefit for all active associates and
modified the benefit to current retirees enrolled in the plan. The plan amendment replaces the previous medical benefits with
a defined amount (up to $35.00 per month) that approximates the retirees cost of enrollment in the Medicare Plan.

Effective January 1, 2007, we elected to change the measurement date used to determine the Net Periodic Benefit Cost
for fiscal 2008 from January 1, 2007 to January 27, 2007 as required under SFAS 158. Under the Alternative Method, we
recorded an adjustment to retained earnings in the first quarter of fiscal 2008 pursuant to this change. The valuation date for
the unfunded postretirement medical plan obligation for fiscal 2007 is as of December 31, 2006.

Presented below is certain financial information relating to the unfunded postretirement medical plan for the fiscal years

indicated:

In thousands

Change in benefit obligation:

Benefit obligation at beginning of year

Service cost

Interest cost

Participants’ contributions

Amendments

Actuarial (gain) loss

Curtailment

Benefits paid

Benefit obligation at end of year

Change in plan assets:

Fair value of plan assets at beginning of year

Effect of change in measurement date

Employer contribution

Participants’ contributions

Benefits paid

Fair value of plan assets at end of year

F-26

Postretirement Medical
Fiscal Year Ended

January 26,
2008

January 27,
2007

$1,462

$2,783

(884)

(271)

(517)

$1,320

$1,462

(6)

277

517

(271)

(517)

Dollars in thousands

Reconciliation of funded status:

Benefit obligation at end of year
Fair value of plan assets at end of year

Funded status — excess obligations
Employer contributions after measurement date, and on or before fiscal year end
Unrecognized prior service cost (credit)
Unrecognized actuarial losses

Postretirement Medical
Fiscal Year Ended

January 26,
2008

January 27,
2007

$ 1,320
-

$ 1,462
-

1,320
-
-
-

1,462
(6)
-
-

Net accrued liability recognized on consolidated balance sheets

$ 1,320

$ 1,456

Amounts not yet reflected in net periodic benefit cost and included in accumulated other

comprehensive income (loss):
Prior service cost (credit)
Accumulated actuarial losses

Amounts included in other comprehensive income (loss)

Weighted average assumptions for measurement purposes for determining the obligation at

measurement date:
Discount rate

$(39,002)

4,580

$(43,084)
4,895

$(34,422)

$(38,189)

5.75%

5.50%

The prior service cost credit is a result of the amendment to plan benefits in fiscal 2006 and resulted in a negative plan
amendment which is being amortized into income over the average remaining life of the active plan participants. The
estimated prior service credit that will be amortized from accumulated other comprehensive income (loss) into net periodic
cost in fiscal 2009 is $3.8 million. The net actuarial loss that will be amortized from accumulated other comprehensive income
(loss) into net periodic benefit cost in fiscal 2009 is $308,000.

As of January 26, 2008, the net accrued liability of the postretirement medical plan is reflected on the consolidated
balance sheets as a non-current liability of $1.1 million and a current liability of approximately $204,000. As of January 27,
2007, the net accrued liability of the postretirement medical plan is reflected on the consolidated balance sheets as a non-
current liability of $1.3 million and a current liability of approximately $205,000.

Following are components of net periodic benefit cost (income) and other amounts recognized in other comprehensive

income related to our Postretirement Medical plan:

Dollars in thousands

Net Periodic Pension Cost:
Service cost
Interest cost
Amortization of prior service cost (credit)
Recognized actuarial losses

Net periodic benefit cost (income)

Other Changes in Plan Assets and Benefit:

Obligations Recognized in Other Comprehensive Income
Net loss (gain)
Prior service cost (credit)
Amortization of recognized loss
Amortization of prior service cost

Total recognized in other comprehensive Income

Total recognized in net periodic benefit cost and other comprehensive

income

Weighted average assumptions for expense purposes:

Discount rate

Postretirement Medical
Fiscal Year Ended

January 26,
2008

January 27,
2007

January 28,
2006

-
74
(3,768)
343

-
80
(3,768)
338

$ 3,780
2,142
(946)
300

$(3,351)

$ (3,350)

$ 5,276

56
-

(370)
4,082

$ 5,257
(46,876)
(338)
3,768

$ 3,768

$(38,189)

-
-
-
-

417

$(41,539)

$ 5,276

5.50%

5.25%

5.50%

We anticipate making contributions to the postretirement medical plan of $204,000 in fiscal 2009.

F-27

Following is a schedule of the benefits expected to be paid under the unfunded postretirement medical plan in each of

the next five fiscal years, and in the aggregate for the five fiscal years thereafter:

In thousands

Fiscal Year

2009

2010

2011

2012

2013

2014 through 2018

K. Accrued Expenses and Other Liabilities, Current and Long-Term

The major components of accrued expenses and other current liabilities are as follows:

In thousands

Employee compensation and benefits, current

Computer Intrusion

Rent, utilities and occupancy, including real estate taxes

Merchandise credits and gift certificates

Insurance

Sales tax collections and V.A.T. taxes

All other current liabilities

Expected Benefit
Payments

$204

183

163

146

136

528

January 26,
2008

January 27,
2007

$ 335,180

$ 307,986

117,266

158,870

141,528

48,954

117,585

294,604

138,293

128,781

51,407

116,092

266,215

Accrued expenses and other current liabilities

$1,213,987

$1,008,774

All other current liabilities include accruals for advertising, property additions, dividends, freight, reserve for sales

returns, and other items, each of which are individually less than 5% of current liabilities.

The major components of other long-term liabilities are as follows:

In thousands

Employee compensation and benefits, long-term

Reserve related to discontinued operations

Accrued rent

Landlord allowances

Fair value of derivatives

Tax reserve, long-term

Long-term liabilities — other

Other long-term liabilities

January 26,
2008

January 27,
2007

$125,421

$119,978

46,076

150,530

58,797

143,091

269,157

18,261

57,677

141,993

53,151

96,475

97,448

16,325

$811,333

$583,047

F-28

L. Discontinued Operations Reserve and Related Contingent Liabilities

We have a reserve for future obligations of discontinued operations that relates primarily to real estate leases associated
with our 34 discontinued A.J. Wright stores (see Note C) as well as leases of former TJX businesses. The balance in the
reserve and the activity for the last three fiscal years is presented below:

In thousands

Balance at beginning of year
Additions to the reserve charged to net income:

A.J. Wright store closings
Lease related obligations
Interest accretion

Charges against the reserve:
Lease related obligations
Fixed asset write-offs
Termination benefits and all other

Balance at end of year

Fiscal Year Ended

January 26,
2008

January 27,
2007

January 28,
2006

$ 57,677

$ 14,981

$12,365

-
-
1,820

61,968
1,555
400

(11,214)

(2,207)

(1,696)
(18,732)
(799)

-
8,509
400

(6,111)
-
(182)

$ 46,076

$ 57,677

$14,981

The exit costs related to our 34 discontinued A.J. Wright stores (see Note C) resulted in an addition to the reserve of
$62 million in fiscal 2007. The other additions to the reserve for lease related obligations in fiscal 2007 and fiscal 2006 were
the result of periodic adjustments to our estimated lease obligations of our former businesses and were offset by income from
creditor recoveries of a similar amount. The lease related charges against the reserve during fiscal 2007 and fiscal 2006 relate
primarily to our former businesses. The fixed asset write-offs and other charges against the reserve for fiscal 2007 and all of
the charges against the reserve in fiscal 2008, relate primarily to the 34 A.J. Wright closed stores.

Approximately $32 million of the reserve balance at fiscal 2008 year end and $43 million of the reserve balance at fiscal
2007 year end relates to the A.J. Wright store closings, primarily our estimation of lease costs, net of estimated subtenant
income. The remainder of the reserve reflects our estimation of the cost of claims, updated quarterly, that have been, or we
believe are likely to be, made against TJX for liability as an original lessee or guarantor of the leases of former businesses, after
mitigation of the number and cost of lease obligations. At January 26, 2008, substantially all the leases of the former
businesses that were rejected in bankruptcy and for which the landlords asserted liability against TJX had been resolved. The
actual net cost of A.J. Wright lease obligations may differ from our initial estimate. Although TJX’s actual costs with respect to
the lease obligations of former businesses may exceed amounts estimated in our reserve, and TJX may incur costs for leases
from these former businesses that were not terminated or had not expired, TJX does not expect to incur any material costs
related to these discontinued operations in excess of the amounts estimated. We estimate that the majority of the
discontinued operations reserve will be paid in the next three to five years. The actual timing of cash outflows will vary
depending on how the remaining lease obligations are actually settled.

We may also be contingently liable on up to 15 leases of BJ’s Wholesale Club, another former TJX business, for which BJ’s
Wholesale Club is primarily liable. Our reserve for discontinued operations does not reflect these leases, because we believe
that the likelihood of any future liability to TJX with respect to these leases is remote due to the current financial condition of
BJ’s Wholesale Club.

M. Guarantees and Contingent Obligations

We have contingent obligations on leases, for which we were a lessee or guarantor, which were assigned to third parties
without TJX being released by the landlords. Over many years, we have assigned numerous leases that we originally leased or
guaranteed to a significant number of third parties. With the exception of leases of our discontinued operations discussed
above, we have rarely had a claim with respect to assigned leases, and accordingly, we do not expect that such leases will have
a material adverse impact on our financial condition, results of operations or cash flows. We do not generally have sufficient
information about these leases to estimate our potential contingent obligations under them, which could be triggered in the
event that one or more of the current tenants does not fulfill their obligations related to one or more of these leases.

F-29

subtenants did not fulfill their obligations, is approximately $105 million as of January 26, 2008. We believe that most or all of
these contingent obligations will not revert to TJX and, to the extent they do, will be resolved for substantially less due to
mitigating factors.

N. Supplemental Cash Flows Information

The cash flows required to satisfy contingent obligations of the discontinued operations as discussed in Note L, are
classified as a reduction in cash provided by continuing operations. There are no remaining operating activities relating to
these operations.

TJX’s cash payments for interest and income taxes and non-cash investing and financing activities are as follows:

In thousands

Cash paid for:

Interest on debt

Income taxes

Changes in accrued expenses due to:

Stock repurchase

Dividends payable

Property additions

Fiscal Year Ended

January 26,
2008

January 27,
2007

January 28,
2006

$ 31,190

$ 31,489

$ 30,499

463,835

510,274

365,902

$ (3,737)

6,710

23,557

4,097

6,027

(6,149)

(3,836)

There were no non-cash financing or investing activities during fiscal 2008, 2007 or 2006.

O. Segment Information

The T.J. Maxx and Marshalls store chains are managed on a combined basis and are reported as the Marmaxx segment.
The Winners and HomeSense chains are also managed on a combined basis and operate stores exclusively in Canada. T.K.
Maxx operates stores in the United Kingdom, Ireland and Germany. For fiscal 2008, Winners, HomeSense and T.K. Maxx
accounted for 23% of TJX’s net sales, 23% of segment profit and 23% of all consolidated assets. All of our other chains operate
stores exclusively in the United States with the exception of 14 stores operated in Puerto Rico by Marshalls which include 6
HomeGoods locations in a “Marshalls Mega Store” format. All of our stores, with the exception of HomeGoods, HomeSense
and Bob’s Stores sell apparel for the entire family, including footwear, jewelry and accessories and a limited offering of
giftware and home fashions. The HomeGoods and HomeSense stores offer home fashions and home furnishings. Bob’s Stores
is a value-oriented retailer of branded family apparel. By merchandise category, we derived approximately 63% of our sales
from apparel (including footwear), 25% from home fashions and 12% from jewelry and accessories in fiscal 2008.

We evaluate the performance of our segments based on “segment profit or loss,” which we define as pre-tax income before
general corporate expense and interest. “Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled
measures used by other entities. In addition, this measure of performance should not be considered an alternative to net income or
cash flows from operating activities as an indicator of our performance or as a measure of liquidity.

F-30

Presented below is selected financial information related to our business segments:

In thousands

Net sales:
Marmaxx
Winners and HomeSense
T.K. Maxx
HomeGoods
A.J. Wright(1)
Bob’s Stores

Segment profit (loss):
Marmaxx
Winners and HomeSense
T.K. Maxx
HomeGoods
A.J. Wright(1)
Bob’s Stores(2)

General corporate expense(3)
Computer Intrusion
Interest (income) expense, net
Income from continuing operations before provision for income taxes
Identifiable assets:
Marmaxx
Winners and HomeSense
T.K. Maxx
HomeGoods
A.J. Wright
Bob’s Stores(2)
Corporate(4)

Capital expenditures:
Marmaxx
Winners and HomeSense
T.K. Maxx
HomeGoods
A.J. Wright
Bob’s Stores

Depreciation and amortization:
Marmaxx
Winners and HomeSense
T.K. Maxx
HomeGoods
A.J. Wright(1)
Bob’s Stores
Corporate(5)

Fiscal Year Ended

January 26,
2008

January 27,
2007

January 28,
2006

$11,966,651
2,040,814
2,216,218
1,480,382
632,661
310,400
$18,647,126

$11,531,785
1,740,796
1,864,502
1,365,103
601,827
300,624
$17,404,637

$10,956,788
1,457,736
1,517,116
1,186,854
548,969
288,480
$15,955,943

$ 1,158,179
235,128
127,218
76,224
(1,801)
(17,398)

1,577,550
139,437
197,022
(1,598)
$ 1,242,689

$ 3,407,240
659,004
847,107
435,605
204,808
87,291
958,879
$ 6,599,934

$ 1,079,275
181,863
109,305
60,938
(10,250)
(17,360)
1,403,771
136,397
4,960
15,566
$ 1,246,848

$ 3,257,019
483,505
694,071
377,692
193,619
99,459
980,335
$ 6,085,700

287,558
40,928
127,646
50,062
15,425
5,368
526,987

215,439
42,418
56,163
24,261
15,296
7,361
8,458
369,396

221,158
43,879
72,656
25,888
10,838
3,592
378,011

201,504
36,743
56,909
22,825
18,400
8,411
8,318
353,110

985,361
120,319
69,206
28,418
(3,160)
(28,031)
1,172,113
134,112
-
29,632
$ 1,008,369

$ 3,046,811
522,311
602,012
346,812
223,118
105,041
650,200
$ 5,496,305

269,649
57,255
104,304
28,864
24,872
11,004
495,948

183,864
31,582
42,895
22,468
17,275
7,785
8,416
314,285

(1) A.J. Wright’s net sales and segment profit (loss) for fiscal 2006 have been adjusted to reclassify the operating results of the 34 closed stores to
discontinued operations. Identifiable assets and any balance sheet data in fiscal 2006 have not been adjusted and include activity for all A.J Wright stores.
(2) Bob’s Stores segment profit (loss) for fiscal 2008 includes an impairment charge of $7.6 million. The impairment charge relates to certain long-lived

assets and intangible assets at Bob’s Stores.

(3) General corporate expense for fiscal 2007 includes pre-tax costs associated with a workforce reduction and other executive termination benefits
($5 million). General corporate expense for fiscal 2006 includes costs associated with executive resignation agreements ($9 million) and with exiting the
e-commerce business of ($6 million).

(4) Corporate identifiable assets consist primarily of cash, prepaid insurance, prepaid pension expense, a note receivable and the fair valuation of inventory-

related foreign currency hedges.

(5) Includes debt discount and debt expense amortization.

F-31

P. Selected Quarterly Financial Data (Unaudited)

Presented below is selected quarterly consolidated financial data for fiscal 2008 and 2007 which was prepared on the
same basis as the audited consolidated financial statements and includes all adjustments necessary to present fairly, in all
material respects, the information set forth therein on a consistent basis. The first three quarters of fiscal 2007 have been
adjusted to reclassify to discontinued operations the operating results of the 34 closed A.J. Wright stores (see Note C). The
following presents our quarterly data as reported and as adjusted for discontinued operations.

In thousands
except per share amounts

Fiscal Year Ended January 26, 2008

Net sales
Gross earnings(1)
Income from continuing operations(2)
Net income(2)

Income from continuing operations

Basic earnings per share

Diluted earnings per share

Net income

Basic earnings per share

Diluted earnings per share

Fiscal Year Ended January 27, 2007

Net sales
Gross earnings(1)

Income from continuing operations

Net income

Income from continuing operations

Basic earnings per share

Diluted earnings per share

Net income

Basic earnings per share

Diluted earnings per share

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter(3)

$4,108,081

$4,313,298

$4,737,491

$5,488,256

990,866

162,108

1,035,601

1,195,993

1,342,218

59,032

249,461

301,149

0.36

0.34

0.36

0.34

0.13

0.57

0.54

0.57

0.54

0.70

0.66

0.70

0.66

$3,871,256

$3,963,659

$4,472,943

$5,096,779

948,407

163,862

163,809

929,336

138,824

138,156

1,138,858

1,174,333

230,819

230,612

243,251

205,462

0.36

0.34

0.36

0.34

0.31

0.29

0.31

0.29

0.51

0.48

0.51

0.48

0.54

0.51

0.45

0.43

(1) Gross earnings equal net sales less cost of sales, including buying and occupancy costs.
(2) The following table summarizes the quarterly net of tax amounts charged to net income relating to costs incurred in connection with the Computer

Intrusion. See Note B.

In millions
except per share amounts

Quarter
First
Second
Third
Fourth

Full Year

Fiscal 2008

Fiscal 2007

Charge (benefit)
to net income

Amount per
share

Charge (benefit)
to net income

Amount per
share

$ 12
118
-
(11)

$119

$ 0.03
0.25
-
(0.02)

$ 0.25

$ -
-
-
3

-
-
-
0.01

(3) Net income for the fourth quarter of fiscal 2007 includes an after-tax charge of $38.7 million, or $0.08 per share, related to discontinued operations.

F-32

BOARD OF DIRECTORS

COMMITTEES OF THE
BOARD OF DIRECTORS

Bernard Cammarata
Chairman of the Board,
The TJX Companies, Inc.

José B. Alvarez
President and
Chief Executive Ofﬁ cer,
Stop & Shop/Giant-Landover

Alan M. Bennett
Interim Chief Executive Ofﬁ cer,
H&R Block Inc.

David A. Brandon
Chairman and
Chief Executive Ofﬁ cer,
Domino’s Pizza, Inc.

David T. Ching
Senior Vice President and
Chief Information Ofﬁ cer,
Safeway, Inc.

Michael F. Hines
Former Executive Vice President
and Chief Financial Ofﬁ cer,
Dick’s Sporting Goods, Inc.

Amy B. Lane
Retired Managing Director,
Global Retailing Investment
Banking Group
Merrill Lynch & Co., Inc.

Carol Meyrowitz
President and
Chief Executive Ofﬁ cer,
The TJX Companies, Inc.

John F. O’Brien
Lead Director,
The TJX Companies, Inc.
Retired Chief Executive Ofﬁ cer,
Allmerica Financial Corporation

Robert F. Shapiro
Vice Chairman,
Klingenstein, Fields & Co., L.L.C.

Willow B. Shire
Executive Consultant,
Orchard Consulting

Fletcher H. Wiley
Executive Vice President
and General Counsel,
PRWT Services, Inc.
Of Counsel,
Bingham McCutchen LLP

EXECUTIVE COMMITTEE
Bernard Cammarata, Chairman
John F. O’Brien
Robert F. Shapiro

AUDIT COMMITTEE
Robert F. Shapiro, Chairman
David T. Ching
Michael F. Hines
Amy B. Lane
Fletcher H. Wiley

EXECUTIVE COMPENSATION
COMMITTEE
David A. Brandon, Chairman
José B. Alvarez
John F. O’Brien
Willow B. Shire

FINANCE COMMITTEE
Amy B. Lane, Chairperson
Alan M. Bennett
David A. Brandon
Michael F. Hines

CORPORATE GOVERNANCE
COMMITTEE
Willow B. Shire, Chairperson
Robert F. Shapiro
Fletcher H. Wiley

SENIOR CORPORATE OFFICERS

SENIOR VICE PRESIDENTS
Alfred Appel
Corporate Tax and Insurance

Scott Goldenberg
Corporate Controller

Paul Kangas
Product Safety and Risk

Sherry Lang
Investor and Public Relations

Christina Lofgren
Real Estate and
Property Development

Nancy Maher
Global Talent Development

Mary B. Reynolds
Treasurer

DIVISIONAL LEADERSHIP
The Marmaxx Group*
Ernie Herrman
President

Winners/HomeSense
Michael MacMillan
Chairman

Robert Cataldo
President

HomeGoods
Nan Stutz
President

T.K. Maxx
Susanne Given
Managing Director,
U.K. and Ireland

A.J. Wright
Celia Clancy
President

Bob’s Stores
Kelly Toussaint
Interim President

*Combination of T.J. Maxx and Marshalls

Bernard Cammarata
Chairman of the Board

Carol Meyrowitz
President and
Chief Executive Ofﬁ cer

Donald G. Campbell
Vice Chairman

SENIOR EXECUTIVE VICE
PRESIDENTS
Arnold Barron
Group President

Ernie Herrman
President, The Marmaxx Group

Jeffrey Naylor
Chief Administrative and
Business Development Ofﬁ cer

Jerome R. Rossi
Group President

Paul Sweetenham
Group President Europe

EXECUTIVE VICE
PRESIDENTS
Paul Butka
Chief Information Ofﬁ cer

Gregorio R. Flores
Chief Human Resources Ofﬁ cer

John Gilbert
Chief Marketing Ofﬁ cer

Peter Lindenmeyer
Chief Logistics Ofﬁ cer

Ann McCauley
General Counsel and Secretary

Nirmal K. “Trip” Tripathy
Chief Financial Ofﬁ cer

SHAREHOLDER INFORMATION

TRANSFER AGENT AND REGISTRAR
Common Stock
BNY Mellon Shareowner Services
1-866-606-8365
1-800-231-5469 (TDD services for the
hearing impaired)
1-201-680-6578 (Outside the U.S.)

Address shareholder inquiries and send
certiﬁ cates for transfer and address changes to:
BNY Mellon Shareowner Services
P.O. Box 358015
Pittsburgh, PA 15252-8015

E-mail address:
shrrelations@bnymellon.com
BNY Mellon Shareowner Services website:
www.bnymellon.com/shareowner/isd

TRUSTEES
Public Notes
7.45% Promissory Notes
The Bank of New York

Zero Coupon Convertible
Subordinated Notes
The Bank of New York Trust Company, N.A.

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP

INDEPENDENT COUNSEL
Ropes & Gray LLP

FORM 10-K
Information concerning the Company’s operations
and ﬁ nancial position is provided in this report and in
the Form 10-K ﬁ led with the Securities and Exchange
Commission. A copy of the Form 10-K is included
in this report and additional copies may be obtained
without charge by accessing the Company’s website at
www.tjx.com or by writing or calling:

The TJX Companies, Inc.
Investor Relations
770 Cochituate Road
Framingham, MA 01701
(508) 390-2323

INVESTOR RELATIONS
Analysts and investors seeking ﬁ nancial data about the
Company are asked to visit our corporate website at
www.tjx.com or to contact:

Sherry Lang
Senior Vice President,
Investor and Public Relations
(508) 390-2323

EXECUTIVE OFFICES
Framingham, Massachusetts 01701

PUBLIC INFORMATION AND SEC FILINGS:
Visit our corporate website:
www.tjx.com

FOR THE STORE NEAREST YOU, CALL OR
VISIT US ONLINE AT:

In the U.S.
T.J. Maxx: 1-800-2-TJMAXX
www.tjmaxx.com

Marshalls: 1-800-MARSHALLS
www.marshallsonline.com

HomeGoods: 1-800-614-HOME
www.homegoods.com

A.J. Wright: 1-888-SHOPAJW
www.aj-wright.com

Bob’s Stores: 1-800-333-1050
www.bobstores.com

In Canada
Winners: 1-800-646-9466
www.winners.ca

HomeSense: 1-800-646-9466
www.homesense.ca

In the U.K. and Ireland
T.K. Maxx: 01923 473561
www.tkmaxx.com

HomeSense: 0800 328 2601
www.myhomesense.com

In Germany
T.K. Maxx: 0211 88223100
www.tkmaxx.de

The ﬁ nancial and corporate
information sections of this book
are printed on FSC-certiﬁ ed paper.

T.J. Maxx was founded in 1976 and is the largest
off-price retailer of apparel and home fashions in the
U.S., operating 847 stores in 48 states at year-end
2007. T.J. Maxx sells brand name family apparel,
women’s shoes, and home fashions, and differentiates
itself with expanded accessories departments and
ﬁ ne jewelry. T.J. Maxx stores average approximately
30,000 square feet in size.

Marshalls, acquired by TJX in 1995 and the nation’s
second largest off-price retailer, operated 776 stores
in 42 states and Puerto Rico at 2007’s year-end. With
a product assortment similar to T.J. Maxx, Marshalls
differentiates itself with expanded shoe and juniors
departments, as well as a broader men’s selection.
Marshalls stores average approximately 32,000
square feet in size.

Winners is the leading off-price retailer in Canada,
having been acquired by TJX in 1990. At 2007’s
year-end, Winners operated 191 stores, which
average approximately 29,000 square feet in size.
Winners stores feature off-price designer and brand
name women’s apparel, family footwear, ﬁ ne jewelry,
children’s apparel, lingerie, accessories, home
fashions, and menswear.

HomeSense, launched in 2001, introduced the home
fashions off-price concept to Canada. Similar to the
HomeGoods concept, HomeSense offers customers
a wide and rapidly changing selection of off-price
home fashions, including giftware, home basics,
accent furniture, lamps, and accessories. This
chain operates in a standalone and superstore
format, which pairs HomeSense with Winners. At
2007’s year-end, HomeSense operated 71 stores,
with standalone stores averaging approximately
28,000 square feet.

HomeGoods, introduced in 1992, offers exclusively
home fashions, with a broad and always-fresh array
of giftware, home basics, accent furniture, lamps,
rugs, accessories, children’s furniture, and seasonal
merchandise. This chain operates in a standalone
and superstore format, which couples HomeGoods
with T.J. Maxx or Marshalls. At 2007’s year-end,
HomeGoods operated 289 stores, with standalone
stores averaging approximately 27,000 square
feet in size.

A.J. Wright, launched in 1998, operates similarly
to our other off-price concepts, but targets the
moderate-income customer. A.J. Wright offers family
apparel and home fashions, with an emphasis on
basics, footwear, juniors, and children’s assortments,
including toys and games. A.J. Wright operated 129
stores at 2007’s year-end, with an average size of
approximately 26,000 square feet.

T.K. Maxx, launched in 1994, introduced the off-
price concept to the U.K. Today, T.K. Maxx is the
only major off-price retailer in Europe. Operating
stores in the U.K. and Ireland, T.K. Maxx opened
its ﬁ rst stores in Germany in 2007. T.K. Maxx offers
great values on brand name family apparel, women’s
footwear, lingerie, accessories, and home fashions.
T.K. Maxx ended 2007 with 226 stores, which
average approximately 31,000 square feet in size.
In 2008, the Company expects to open its ﬁ rst
HomeSense stores in the U.K.

Bob’s Stores, acquired in 2003, offers casual, family
apparel and footwear, activewear, workwear and
licensed team apparel. Bob’s Stores, which targets
the moderate- to upper-middle-income demographic,
operated 34 stores in the Northeastern U.S. at the
end of 2007, with an average store size of approxi-
mately 46,000 square feet.

The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
508-390-1000
www.tjx.com

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The cover and narrative sections of this
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