TJX Companies Annual Report 2010

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FY2010 Annual Report · TJX Companies

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THE TJX COMPANIES, INC. 2010 ANNUAL REPORT

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Flexibility Leading
to Success

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

The TJX Companies, Inc., the largest off-price apparel and home fashions retailer in the United States and
worldwide, is a Fortune 200 company operating four major divisions: The Marmaxx Group, HomeGoods,
TJX Canada and TJX Europe. With over 2,700 stores and more than 160,000 Associates, we see ourselves
as a global, off-price, value retailer and our mission is to deliver great value to our customers through the
combination of quality, fashion, brand, and price. We operate with a rapidly changing assortment of brand
name merchandise at prices that are 20-60% less than department and specialty store regular prices,
every day. We continue to broaden our customer reach by appealing to a wider demographic, with our
core target customer being a middle- to upper-middle-income shopper, who is fashion and value conscious
and fits the same profile as a department store shopper.

UNITED STATES

TJX CANADA

T.J. Maxx was founded in 1976, and together with Marshalls,
forms The Marmaxx Group, the largest off-price retailer of
apparel and home fashions in the U.S. T.J. Maxx operated 923
stores in 48 states and Puerto Rico at year-end 2010. T.J. Maxx
offers family apparel and home fashions with expanded fine
jewelry and accessories departments and in some stores, The
Runway, a high-end designer department. T.J. Maxx stores
average approximately 30,000 square feet in size.

Winners is the leading off-price family apparel and home
fashions retailer in Canada, acquired by TJX in 1990. Select
Winners stores offer fine jewelry and some feature The Runway,
a high-end designer department. Winners operated 215 stores
at 2010’s year-end, which average approximately 29,000
square feet in size. In 2008, Winners launched STYLESENSE
which, through its three stores, offers shoes for the whole family,
handbags and accessories.

Marshalls was acquired by TJX in 1995, and with
T.J. Maxx, forms The Marmaxx Group, the largest off-price
retailer of apparel and home fashions in the U.S. Marshalls
operated 830 stores in 42 states and Puerto Rico at 2010’s
year-end. Marshalls offers family apparel and home fashions,
including expanded footwear and men’s departments and
The CUBE, a department specifically for juniors. Marshalls
also operates the Marshalls Shoe Shop, a standalone store
featuring shoes and accessories. Marshalls stores average
approximately 32,000 square feet in size.

HomeGoods, introduced in 1992, is a destination for off-
price home fashions, including giftware, home basics, accent
furniture, lamps, rugs and wall décor. HomeGoods operates
in a standalone and superstore format which couples
HomeGoods with T.J. Maxx or Marshalls. At 2010’s year-end,
HomeGoods operated 336 stores, with standalone stores
averaging approximately 27,000 square feet in size.

HomeSense introduced the home fashions off-price concept
to Canada in 2001. This chain offers a broad array of home
basics and home décor merchandise. It operates in a
standalone and superstore format, which pairs HomeSense
with Winners. At 2010’s year-end, HomeSense operated
82 stores in Canada, with standalone stores averaging
approximately 25,000 square feet in size.

Marshalls launched in Canada in March 2011, with six planned
store openings in 2011. In Canada, Marshalls offers great,
off-price values on family apparel with an expanded footwear
department and The CUBE, an exciting juniors department.

TJX EUROPE

Launched in 1994, T.K. Maxx introduced off-price retailing
to the U.K. and Ireland, and is Europe’s only major off-price
retailer. T.K. Maxx expanded into Germany in 2007 and into
Poland in 2009. T.K. Maxx offers top-brand family apparel
as well as home fashions at great values, and ended 2010
with 307 stores, which average approximately 32,000
square feet in size.

HomeSense introduced the off-price home fashions concept
to the U.K. in 2008. This business offers our U.K. customers
great values on top-quality home fashions, including home
basics and home décor merchandise. At 2010’s year-
end, HomeSense operated 24 stores, each averaging
approximately 21,000 square feet in size.

At TJX, we operate one of the most flexible business

models in the world. Year after year, our great flexibility,

particularly for a company of our size, has enabled us to

succeed through various economic and business cycles.

We have delivered steady earnings growth and in our

34-year history, consolidated comparable store sales have declined

in only one year. Our flexible store formats allow us to shift merchandise

categories quickly as market trends and consumers’ tastes change.

Rapid inventory turns allow us to buy close to need which leads to

better buying and more current fashion, and drives

merchandise margins. Sourcing from a universe of

over 14,000 vendors provides us enormous flexibility. With our broad

U.S. and international customer base, we believe we have one of the

widest demographic audiences in retail. This Annual Report highlights the

variety of our store locations, including Manhattan, London, Miami, and

Toronto. Further, our financial strength gives us the strong foundation

and flexibility to grow our business and simultaneously return value to

shareholders. These elements of our flexibility, along with our focus on

the execution of our value

mission, give us great

confidence in our ability

to achieve our growth

vision as a global off-price

value Company.

W e are very proud of our strong performance in 2010.

We grew the top and bottom lines substantially over

extraordinary growth in the prior year. We are even prouder of

this Company’s ability to deliver strong, consistent growth year

after year, through strong and weak economies. This speaks

to the tremendous flexibility of our off-price business model,

and our ability to successfully capitalize on that flexibility.

In 2010, we ran our business with extremely low levels of

inventories, which drove faster inventory turns and higher

merchandise margins over large increases in the prior year,

and we believe we can reduce our inventories even further. Our

consolidated comparable store sales continued to be driven

by customer traffic, as our great values are attracting new

customers and retaining our loyal customer base. Offering

great values on great brands and fashions is our mission and

we focus every day on the best ways of delivering that value.

Our cost-reduction initiatives helped fuel profitability in 2010,

and we remain vigilant on controlling costs. We are convinced

that we have further opportunities to improve in all of these

areas, which gives us great confidence that our strong top-

and bottom-line performance will continue in 2011 and

To Our Fellow Shareholders:

Our flexibility allows us to operate
Our flexibility allows us to operate
stores in a wide variety of locations
stores in a wide variety of locations
and capitalize on great real estate
and capitalize on great real estate
opportunities, as we have in
opportunities, as we have in
New York City. In many locations
New York City. In many locations
around the U.S., Marshalls and
around the U.S., Marshalls and
T.J. Maxx can be located in
T.J. Maxx can be located in
close proximity.
close proximity.

beyond. Further, we believe the actions that we took in 2010
to focus on fewer, larger businesses position us even more
strongly to achieve our long-term growth goals.

In 2010, net sales reached $21.9 billion, up 8% over the prior
year. Consolidated comparable store sales grew 4% over last
year’s strong 6% increase. Income from continuing operations
rose to $1.3 billion. Adjusted diluted earnings per share from
continuing operations were $3.49, up 23% over the prior
year’s significant double-digit increase.1 The year 2010 marks
the 15th consecutive year of earnings per share growth on
a continuing operations basis. Overall, we grew total square
footage by 4% and netted a total of 116 stores to end the
fiscal year with 2,859 stores.

which for us, is the combination of great fashions, brands,
quality, and price. We strongly believe that our amazing
values are why our loyal customers will continue to choose
our stores and new customers will turn to TJX brands. In
fact, our customer research tells us that we have significantly
increased our U.S. market share and continue to widen our
demographic reach. In 2010, our research showed that 37%
of U.S. adults had shopped our stores within the last year
versus 25% in 2009, and even more importantly, that the new
customers we gained in 2010 intend to continue shopping
our stores. Yet, significant opportunity for gaining more new
customers remains, as there are tens of millions of untapped
shoppers in the U.S. alone.

Value: Top-of-Mind for Consumers

Our customer traffic was up throughout 2010 over
huge increases in the prior year, and continued
to increase as we entered 2011. This indicates
to us that value continues to be a top priority
for consumers, regardless of the strength of
the economy. We offer consumers great values,

Strengthened Marketing +
Upgraded Stores =
New Customers

In 2010, our investments to drive customer
traffic and retain new customers paid
dividends. Our strengthened marketing
campaigns and increased advertising on
U.S. network television in 2010 worked

very well, as did our test of a triple-branding campaign for

T.J. Maxx, Marshalls and HomeGoods. In 2011, our marketing

will reach out even more aggressively to consumers who

have not yet shopped our stores, emphasizing that we are a

source for current fashions at great values. Our initiatives

to enhance the customer shopping experience are helping

retain the new customers whom we are attracting through

our effective marketing. In 2010, we saw sales lift in the

700 Marmaxx stores that we opened or remodeled in our

new store prototype over the last two years. In 2011, we will

continue our substantial store upgrade program to drive

sales across all TJX banners.

Powerful Global Sourcing

We source merchandise in over 60 countries and view our-

selves as a “sourcing machine.” Our vast vendor universe

and global buying presence, which we continue to expand,

afford us enormous flexibility in sourcing and are important

factors giving us confidence in always having product

availability. In 2010, we continued to open new vendor doors,

growing our vendor universe to over 14,000 and gaining even

Now with several locations in the heart
Now with several locations in the heart
of London, we are one of the few U.S.
of London, we are one of the few U.S.
retailers to have expanded profitably
retailers to have expanded profitably
internationally. Europe continues to hold
internationally. Europe continues to hold
great growth potential for us as we are
great growth potential for us as we are
its only major off-price retailer.
its only major off-price retailer.

greater flexibility in sourcing. Unlike traditional
retailers which typically order merchandise
far in advance of when it is needed on the
selling floor, our merchant organization of
over 700 people constantly covers the
marketplace, buying great brands close to
need and into current fashion and pricing
trends. Opportunistic buying is core to our flexibility and
allows us to offer customers better brands, more excitement
and continuous freshness. Our store formats are very flex-
ible, with no walls between departments, which enables us
to shift merchandise categories to capitalize on the best
buying opportunities and respond quickly to consumers’
changing tastes.

Lean inventory management is fundamental

to our opportunistic buying because it

affords us the flexibility to buy close to need

and make better purchase decisions. Our

distribution network and inventory planning

infrastructure support this flexibility and

are highly efficient, allowing us to tailor our

merchandise mix for particular regions and customer

preferences. As effective as we are in this area, we believe
we have substantial room for improvement to run even faster
and leaner, which is a major factor in our confidence in

sustaining our top- and bottom-line strength. Over the next

few years, we plan to continue our investments to become

even more precise in getting the right goods to the right

Running with Even Leaner Inventories

stores at the right time.

In the last two years, we have made significant improvements
in our supply chain, which has enabled us to run our
business with extremely low levels of inventories. As we run
even leaner, we turn inventories even faster and drive more
excitement to our stores, which has reduced markdowns and
led to sequential improvement in our merchandise margins.

As we entered 2011, there was considerable discussion in

the retail industry about the sourcing and pricing environment.

Historically, disruptions in the marketplace have benefited

our business because they have created favorable off-price

buying opportunities. With our very liquid inventory position,

we can respond quickly to market trends. If other retailers

respond to rising costs by raising their retail prices, then our
pricing umbrella rises, generally presenting us the opportunity
to raise our retail prices and drive merchandise margins,
while maintaining our value gap with traditional retailers. If
other retailers do not pass their costs on to consumers, we
can use our flexibility to buy close to need, at the right price,
which allows us to remain under the pricing umbrella while
sustaining merchandise margins. Whichever direction prices
go, our flexibility allows us to make adjustments faster than
almost any other retailer, a positive for our business in any
retail environment.

Continuing with Cost Control

At TJX, being a low cost operator allows us to offer
customers great values while maintaining strong profitability.
Our new stores require relatively low cash investments and
are typically profitable within their first year of operation. While
we have enhanced our marketing campaigns, our advertising
expenses as a percentage of sales remain very low compared
to traditional retailers. With our ongoing focus on cost
control, we have achieved leverage on selling, general and
administrative expenses overall over the last five years, despite

Whether here in Miami or in a cold climate,
Whether here in Miami or in a cold climate,
we tailor our merchandise mix for various
we tailor our merchandise mix for various
climates, regions, and customer preferences.
climates, regions, and customer preferences.
We believe we can become even more
We believe we can become even more
precise in flowing the right product to
precise in flowing the right product to
the right stores at the right time.
the right stores at the right time.

our facing the same rising healthcare and other costs as other

announced toward the end of 2010. Although any decision

companies. In 2010, we exceeded our plan to reduce costs,

that impacts so many Associates is an extremely difficult one,

and in 2011, are planning cost reductions in the $50-$75

we are certain that this was the right decision for TJX as a

million range. Our continued cost-reduction initiatives are one

whole. This move enables us to focus our managerial and

of the reasons for our confidence in the sustainability of our

financial resources on fewer, larger businesses with higher

profit margins in the short and long term.

financial returns.

A Focused Portfolio of Businesses

Four Strong Growth Vehicles

Our Company is comprised of a focused portfolio of four

With over 2,700 stores today, we see the potential to

large divisions, with all of our retail chains running on the same

grow our business to over 4,300 stores long term with

off-price business platform. The synergies across our brands

our current portfolio of brands in our current markets. In

allow us the flexibility to share best practices, information,

2011, we expect to grow square footage by 4% and net

ideas and talent across divisions. Our ability to operate our

115 stores.2 This is slightly less than our original plans for

stores in a wide variety of locations gives us

the flexibility to capitalize on advantageous

real estate opportunities.

In 2011, we are levering our flexible business

portfolio to convert 90 of the former A.J. Wright

stores into the more profitable T.J. Maxx,

Marshalls and HomeGoods banners, as

part of the A.J. Wright consolidation that we

2011, as we are slowing the pace of growth

at TJX Europe this year. At the same time,

we are accelerating growth at Marmaxx,

HomeGoods, and TJX Canada in 2011,

which have all been performing strongly.

Marmaxx delivered another outstanding
year in 2010, with comparable store sales
up 4% over the prior year’s exceptional

7% increase and segment profit up 18% over record

results last year. In addition to Marmaxx’s continued strong

performance, T.J. Maxx and Marshalls have been very

successful in more moderate-income markets, which

gives us confidence in increasing our expectation for

Marmaxx’s long-term store growth potential to 2,300-

2,400 stores. This represents 300-400 more stores than

we originally envisioned, considering our ability to grow

T.J. Maxx and Marshalls in what would have been

A.J. Wright markets.

HomeGoods achieved excellent results in 2010, driving

strong sales and profit increases over record results in the

prior year. This division has improved its merchandise mix

and value equation and has seen customer traffic increase

as a result. With HomeGoods’ consistent performance,

we also see opportunities to expand this store chain

beyond our previous thinking. We now believe that we can

nearly double the size of HomeGoods over time to at least

600 stores.

TJX Canada had terrific performance in 2010, which bodes

well for our launch of Marshalls in Canada, where we opened

From Toronto to the western and Atlantic
From Toronto to the western and Atlantic
provinces, we have operated in Canada very
provinces, we have operated in Canada very
successfully since 1990. We are excited to
successfully since 1990. We are excited to
bring the Marshalls brand to Canada in 2011
bring the Marshalls brand to Canada in 2011
and believe that we can grow Marshalls to a
and believe that we can grow Marshalls to a
chain of 90-100 stores there over time.
chain of 90-100 stores there over time.

our first three stores to terrific customer

response in March 2011. We have achieved

our highest returns in Canada, so we are

thrilled to bring another growth vehicle to

that country. This is another example of our

emphasis on international expansion, and

long term, we see the potential to grow to

420-430 stores in Canada.

with opportunities and we believe we have

the potential to grow to 750-875 stores in

our existing markets.

Financial Strength
and Flexibility

Our financial strength and flexibility have

long been cornerstones of our success

Results at TJX Europe were disappointing in 2010. We
believe that opening 54 stores in 2010, although right for

and give us great confidence in our ability to navigate

various economic and retail environments. Our “A”

the business long term, pressured the organization, causing

Standard & Poor’s credit rating is one of the strongest

us to lose some of our focus on our off-price fundamentals.

in retail, which is important to our vendors, landlords and

We believe that slowing growth this year will give our team

other business associates. Our strong operations and low

time to refocus on our value equation of great fashions,

cost model enable us to deliver superior financial returns

brands, quality, and price. We are also strengthening our

that are among the highest in retail. In 2010, we generated

European organization and levering the knowledge of

$2.0 billion in cash from operations and our after-tax

seasoned TJX veterans from across the Company. TJX

return on invested capital reached approximately 20%.

Europe had been on a very successful 15-year trajectory, and

We deploy this cash with a careful balance between

we are convinced that it will get back onto its very solid track

maintaining our financial flexibility while simultaneously

this year. We remain as confident as ever in our long-term

reinvesting in our businesses and distributing excess cash

outlook in Europe, where the competitive landscape is rich

to shareholders. In 2010, we spent a total of $1.2 billion to

repurchase TJX stock, which was more than we originally

planned, retiring 27.6 million shares, and increased the per-

share dividend 25%.

consumers great fashions, brands, quality, and price, which
is why we believe we will continue to be a Retailer of Choice,
capable of growing to twice our size today!

OUR GRATITUDE
We would like to gratefully acknowledge the dedicated
service of Robert Shapiro, who stepped down as a member
of our Board of Directors since our last letter. A Director since
1974, Bob made significant contributions to the success of
our Company in his several decades of service. We wish Bob
and his family the best for future success and good health.

We know that without the hard work and dedication of our
166,000 Associates, our success would not be possible, and
we thank them for it. Our customers are also to be deeply
thanked for their patronage. We also thank our vendors and
other business associates. Last, but not least, we very much
appreciate the support of our fellow shareholders.

Respectfully,

Bernard Cammarata
Chairman of the Board

Carol Meyrowitz
Chief Executive Officer

In 2011, we will continue our balanced approach to managing
cash. We are increasing capital spending to $800-$825
million to support continued growth and improvement in our
stores and investments in our supply chain and infrastructure.
Simultaneously, we plan to continue our significant share
buyback program, with $1.2 billion of repurchases planned
for 2011. Further, we increased the per-share dividend by 27%
again in April 2011, which represents the 15th consecutive
year of dividend increases. These actions underscore our
confidence in our ability to continue to deliver significant
increases in sales, earnings, and cash flow, and to generate
superior financial returns.

Strengthening Our Organization

We have taken important steps to strengthen our organization
which we believe provides continuity of strong leadership and
further supports our goals of growing TJX successfully over
the coming years. Ernie Herrman, a TJX veteran with many
years of merchandising and executive leadership, has taken
on a bigger role with the Company as TJX President. We are
proud of our outstanding management team which together,
has many decades of TJX experience and has led this
Company through good as well as difficult economic times,
delivering strong financial performance and growth.

In Closing

Our strong 2010 performance demonstrates the power and
flexibility of our off-price business model to deliver steady,
year-over-year growth in both recessionary and recovery
periods. We have great opportunities in 2011 and beyond
and are convinced that our strong sales and profits are
sustainable. We believe that value is more important than
ever in consumers’ minds. Our vast sourcing universe affords
us enormous flexibility to react quickly to market trends and
consumer preferences and capitalize on buying opportunities.
We remain focused on reducing inventory levels to drive the
top and bottom lines, as well as improving our supply chain
and controlling costs. With our “no walls” approach to sharing
information, we are convinced that we will advance all of
these aspects of our business to succeed. We are offering

1 On a U.S. GAAP basis, diluted earnings per share from continuing operations in fiscal 2011 increased 16% to $3.30. Fiscal 2011 adjusted earnings per share exclude the
$.02 per share benefit from a reduction in the Company’s provision related to the previously announced computer intrusion(s) and a $.21 per share negative impact from the
previously announced A.J. Wright consolidation and store closings.

2 Excludes A.J. Wright store closings and consolidations.

In last year’s Annual Report, we introduced our newly named corporate social responsibility (CSR) program, V.A.L.U.E.,

and in the spring of 2010, greatly enhanced the CSR section of our corporate website. While our core values remain

constant and our dedication to the goals of CSR is unchanged, our work and progress in each area are ongoing.

This year, we will be issuing a CSR report which will be posted to our website. We have highlighted below only some

of the many examples of our progress in the past year and invite you to visit the CSR section of our website,

www.tjx.com, or read our full CSR report.

V. Our V E N D O R S O C I A L C O M P L I A N C E program is based on

our commitment to uphold the highest standards of business ethics.

We require our vendors to comply with our standards set out in our Vendor

Code of Conduct. In 2010, we conducted 10 training sessions for our buying

agents, vendors and factory management so that they understand the Vendor

Code of Conduct and our commitment to achieving our high standards.

A. AT T E N T I O N T O G O V E R N A N C E has played a central role

in TJX’s focus on corporate responsibility for more than three

decades. Our high standards of ethics are reflected in our Director Code

of Business Conduct and Ethics, Code of Ethics for TJX Executives,

and Associate Code of Conduct. In 2010, we continued to meet with

our shareholders, including socially conscious investors to discuss areas

of interest to them, including our corporate social responsibility program.

L. L E V E R A G I N G D I F F E R E N C E S among our customers and

vendors, our Associates and within the communities we serve is an

important part of our being a Company of Choice. We embrace global diversity

and inclusion as seriously as any business imperative. In 2010, we formed

a new Associate Resource Group, LEAD, for the Leadership, Education and

Adaptation for Disabilities.

U. Being UNITED WITH OUR COMMUNITIES in the U.S., Canada and

Europe is central to our role as a Neighbor of Choice. We unite with our

communities through many programs, including Corporate Partnerships, Workforce

Initiatives, and Associate volunteerism. In 2010, The TJX Foundation funded over

1,300 non-profit organizations and TJX Europe continued its Pan-European initiative

supporting Save the Children and Comic Relief, an organization committed to

helping people suffering from poverty or social injustice in the U.K. and Africa.

E. ENVIRONMENTAL INITIATIVES have long been important to TJX because

they are smart for our Company and benefit the environment. We continue to

find innovative and cost effective ways to reduce carbon emissions, minimize waste

and conserve natural resources in our operations. In 2010, we created a management

position specifically to coordinate our environmental sustainability efforts on a global

basis. Further, our first time participation in the Carbon Disclosure Project in 2010

earned us a prominent position in The Carbon Disclosure Leadership Index.

Photo: Susan Warner, Save the Children

Consolidated Performance

Succeeding in All Types of Environments

T
F
O
R
P
T
N
E
M
G
E
S

S
N
O

L
L

2,400

2,000

1,600

1,200

800

400

S
E
L
A
S
T
E
N

S
N
O

L
L

82*83*

* Recession

91*

02*

09*10*11

( F Y )

82*83*

* Recession

91*

02*

09*10*11

( F Y )

Reinvesting in Our Business
Returning Value to Shareholders

Growing a Global,
Off-Price/Value Company

S
N
O

L
L

2,500

2,250

2,000

1,750

1,500

1,250

1,000

750

500

250

MARMAXX 1

HOMEGOODS

WINNERS 2
(CANADA)

HOMESENSE
(CANADA)

MARSHALLS
(CANADA)

T.K.MAXX
(U.K. & IRELAND)

HOMESENSE
(U.K.)

T.K.MAXX
(GERMANY)

T.K.MAXX
(POLAND)

1,753 2,300-2,400

336

600

215 240

90-100

253 300-325

S
E
R
O
T
S

100-150

250-300

100

( F Y )

Property
Additions

Net Cash
from Operating
Activities

Share
Repurchases

Dividend
Payments

20%

40%

60%

80%

100%

TJX STORES

F Y 11: 2,859

POTENTIAL:
~4,000-4,300

( F Y E )

1 Includes Marshalls Shoe Shop
2 Includes STYLESENSE
3 Includes 142 A.J. Wright stores at Fiscal 2011 Year End

FORM 10-K

Contents

Business overview

store Locations

selected Financial Data

Management’s Discussion and analysis

Report of Independent Registered public accounting Firm

Consolidated Financial statements

notes to Consolidated Financial statements:

selected Business segment Financial Information

selected Quarterly Financial Data

page

F-2

F-3

F-7

F-17

F-32

TJX Stock Performance

Five-Year Cumulative Performance of TJX Stock Compared with the
S&P 500 Index and the DJ Apparel Index

TJX

DJARI
S&P

S
R
A
L
L
O
D

225

200

175

150

125

100

BASE YEAR

2007

2008

2009

2010

2011

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 fiscal year for which index data is readily available for each year in
the five-year period ended January 29, 2011. the graph assumes that $100 was invested on
January 28, 2006, 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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

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 29, 2011

[

] 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)

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

01701
(Zip Code)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
]
the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” 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 31, 2010 was
$16,542,276,373, based on the closing sale price as reported on the New York Stock Exchange.

There were 389,657,340 shares of the registrant’s common stock, $1.00 par value, outstanding as of January 29, 2011.

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 14, 2011 (Part III).

Cautionary Note Regarding Forward-Looking Statements

This Form 10-K and our 2010 Annual Report to Shareholders contain “forward-looking statements” intended to qualify
for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including some of the
statements in this Form 10-K under Item 1, “Business,” Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” and in our 2010
Annual Report to Shareholders under “Letter to Shareholders” and “Financial Graphs.” Forward-looking statements are
inherently subject to risks, uncertainties and potentially inaccurate assumptions. 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,” “believe,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of
these words or other words with similar meanings. 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, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange
Act. These “forward looking statements” may relate to such matters as our future actions, future performance or results
of current and anticipated sales, expenses, interest rates, foreign exchange rates and results and the outcome of
contingencies such as legal proceedings.

We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking
statement will be realized. The risks set forth under Item 1A of this Form 10-K describe major risks to our business. A
variety of factors including these risks could cause our actual results and other expectations to differ materially from the
anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements. Should
known or unknown risks materialize, or should our underlying assumptions prove inaccurate, actual results could differ
materially from past results and those anticipated, estimated or projected in the forward-looking statements. You should
bear this in mind as you consider forward-looking statements.

Our forward-looking statements speak only as of the dates on which they are made, and we do not undertake any
obligation to update any forward-looking statement, whether to reflect new information, future events or otherwise. You
are advised, however, to consult any further disclosures we may make in our future reports to the Securities and
Exchange Commission (‘SEC’), on our website, or otherwise.

PART I

I T E M 1 . B U S I N E S S

B U S I N E S S O V E R V I E W

The TJX Companies, Inc. (TJX) is the leading off-price apparel and home fashions retailer in the United States and
worldwide. Our over 2,700 stores offer a rapidly changing assortment of quality, brand-name and designer merchandise
at prices generally 20% to 60% below department and specialty store regular prices, every day.

Retail Concepts: We operate multiple off-price retail chains in the U.S., Canada and Europe which are known for
their treasure hunt shopping experience and excellent values on fashionable, brand-name merchandise. Our stores turn
their inventories rapidly relative to traditional retailers to create a sense of urgency and excitement for our customers
which encourages frequent customer visits. With our flexible “no walls” business model, we can quickly expand and
contract merchandise categories in response to consumers’ changing tastes. Although our stores primarily target the
middle to upper middle income customer, we reach a broad range of customers across many demographic groups and
income levels with the values we offer. The operating platforms and strategies of all of our retail concepts are synergistic.
As a result, we capitalize on our expertise and systems throughout our business, leveraging information, best practices,
initiatives and new ideas, and developing talent across our concepts. We also leverage the substantial buying power of
our businesses in our global relationships with vendors.

In the United States:

— T.J. MAXX and MARSHALLS: T.J. Maxx and Marshalls (referred to together in the U.S. as Marmaxx) are the largest
off-price retailers in the United States with a total of 1,753 stores. We founded T.J. Maxx in 1976 and acquired
Marshalls in 1995. Both chains sell family apparel (including footwear and accessories), home fashions (including
home basics, accent furniture, lamps, rugs, wall décor, decorative accessories and giftware) and other merchandise.
We differentiate T.J. Maxx and Marshalls through different product assortment (including an expanded assortment of
fine jewelry and accessories and a designer section called The Runway at T.J. Maxx and a full line of footwear, a
broader men’s offering and a juniors’ department called The Cube at Marshalls), in-store initiatives, marketing and
store appearance. This differentiated shopping experience at T.J. Maxx and Marshalls encourages our customers to
shop both chains.

— HOMEGOODS: HomeGoods, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through
336 stores, it sells a broad array of home basics, giftware, accent furniture, lamps, rugs, wall décor, decorative
accessories, children’s furniture, seasonal merchandise and other merchandise.

In Canada:

— WINNERS: Acquired in 1990, Winners is the leading off-price apparel and home fashions retailer in Canada. The
merchandise offering at its 215 stores across Canada is comparable to T.J. Maxx and Marshalls. In 2008, Winners
opened 3 StyleSense stores, a concept that offers family footwear and accessories.

— MARSHALLS: In March 2011, we brought the Marshalls chain to Canada, with six stores planned to open in Canada

during Fiscal 2012.

— HOMESENSE: HomeSense introduced the home fashions off-price concept to Canada in 2001. The chain has 82

stores with a merchandise mix of home fashions similar to HomeGoods.

In Europe:

— T.K. MAXX: Launched in 1994, T.K. Maxx introduced off-price to Europe and remains Europe’s only major off-price
retailer of apparel and home fashions. With 307 stores, T.K. Maxx operates in the U.K. and Ireland as well as Germany,
to which it expanded in 2007, and Poland, to which it expanded in 2009. Through its stores and online website, T.K.
Maxx offers a merchandise mix similar to T.J. Maxx, Marshalls and Winners.

— HOMESENSE: HomeSense introduced the home fashions off-price concept to the U.K. in 2008 and its 24 stores
offer a merchandise mix of home fashions in the U.K. similar to that of HomeGoods in the U.S. and HomeSense in
Canada.

A.J. Wright Consolidation: In the fourth quarter of fiscal 2011, we announced our decision to consolidate A.J.
Wright, an off-price retailer of family apparel and home fashions primarily targeting the lower middle income customer, by
converting 90 of its stores to T.J. Maxx, Marshalls or HomeGoods banners and by closing the remaining 72 stores, two
distribution centers and home office. We have increasingly improved our ability to reach the A.J. Wright customer
demographic through our T.J. Maxx and Marshalls stores and have seen these stores perform well in markets with these
demographics. Consolidating the A.J. Wright chain is expected to allow us to serve this customer demographic more
efficiently, focus our financial and managerial resources on fewer, larger businesses with higher returns and enhance the
growth prospects for the Company overall. For more detail on the A.J. Wright consolidation, see Note C to the
consolidated financial statements.

Flexible Business Model: Our off-price business model is flexible, particularly for a company of our size, allowing
us to react to market trends. Our opportunistic buying and inventory management strategies give us flexibility to adjust
our merchandise assortments more frequently than traditional retailers, and the design and operation of our stores and
distribution centers support this flexibility. By maintaining a liquid inventory position, our merchants can buy close to
need, enabling them to buy into current market trends and take advantage of opportunities in the marketplace. Buying
close to need gives us insight into consumer and fashion trends and current pricing at the time we make our purchases,
helping us “buy smarter” and reduce our markdown exposure. 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, as well as market and fashion trends. Our distribution facilities are designed to accommodate our
methods of receiving and shipping broadly ranging quantities of product to our large store base quickly and efficiently.

Opportunistic Buying: We are differentiated from traditional retailers by our opportunistic buying of quality,
fashionable, brand name merchandise, which permits us to buy into current trends and pricing. We purchase the majority
inventory and a significant portion of our home fashion inventory opportunistically. Virtually all of our
of our apparel
opportunistic purchases are made at discounts from initial wholesale prices. Our merchant organization numbers over
700, and we operate 12 buying offices in nine countries. In contrast to traditional retailers, which typically order goods far
in advance of the time the product appears on the selling floor, our merchants are in the marketplace virtually every week.
They buy primarily for the current selling season, and to a limited extent, for a future selling season. Buying later in the
inventory cycle than traditional retailers and using the flexibility of our stores to shift in and out of categories, we are able to
take advantage of opportunities to acquire merchandise at substantial discounts that regularly arise from the routine flow
of inventory in the highly fragmented apparel and home fashions marketplace, such as order cancellations, manufacturer
overruns and special production. We operate with lean inventory levels compared to conventional retailers to give
ourselves the flexibility to take advantage of these opportunities.

We buy most of our inventory directly from manufacturers, with some coming from retailers and other sources. A
small percentage of the merchandise we sell is private label merchandise produced for us by third parties. Our expansive
vendor universe, which is in excess of 14,000, provides us substantial and diversified access to merchandise. We have
not historically experienced difficulty in obtaining adequate amounts of quality inventory for our business in either
favorable or difficult retail environments and believe that we will continue to have adequate inventory as we continue to
grow.

We believe a number of factors make us an attractive outlet for the vendor community and provide us excellent
access on an ongoing basis to leading branded merchandise. We are typically willing to purchase less-than-full
assortments of items, styles and sizes and quantities ranging from small to very large; we are able to disperse inventory
across our geographically diverse network of stores; we pay promptly; and we generally do not ask for typical retail
concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop
shipments to stores or delayed deliveries) or return privileges. Importantly, we provide vendors an outlet with financial
strength and an excellent credit rating.

Inventory Management: We offer our customers a rapidly changing selection of merchandise to create a “treasure
hunt” experience in our stores and spur customer visits. To achieve this, we seek to turn the inventory in our stores rapidly,
regularly offering fresh selections of apparel and home fashions at excellent values. Our specialized inventory planning,
purchasing, monitoring and markdown systems, coupled with distribution center storage, processing, handling and
shipping systems, enable us to tailor the merchandise in our stores to local preferences and demographics, achieve rapid
in-store inventory turnover on a vast array of products and sell substantially all merchandise within targeted selling
periods. We make pricing and markdown decisions and store inventory replenishment determinations centrally, using

information provided by specialized computer systems, designed to move inventory through our stores in a timely and
disciplined manner. We do not generally engage in promotional pricing activity such as sales or coupons. Over the past
several years, we have improved our supply chain, allowing us to reduce inventory levels and ship more efficiently and
quickly. We plan to continue to invest in our supply chain with the goal of more precisely and effectively allocating the right
merchandise to each store and delivering it quicker and more efficiently.

Pricing: Our mission is to offer retail prices in our stores generally 20% to 60% below department and specialty store
regular retail prices. Through our opportunistic purchasing, we are generally able to react to price fluctuations in the
wholesale market to maintain this pricing. For example, in a time of rising inventory prices, if conventional retailers
increase retail prices to preserve merchandise margin, we typically are able to increase our retail prices correspondingly,
while maintaining our value relative to conventional retailers and preserve our own merchandise margin. If conventional
retailers do not raise prices to pass rising inventory costs on to consumers, we seek to buy inventory at prices that permit
us to maintain our values relative to conventional retailers and sustain our merchandise margins.

Low Cost Operations: We operate with a low cost structure compared to many traditional retailers. We focus
aggressively on expenses throughout our business. Although we have enhanced our advertising over the past several
years to attract new customers to our stores, our advertising budget as a percentage of sales remains low compared to
traditional retailers. We design our stores, generally located in community shopping centers, to provide a pleasant,
convenient shopping environment but, relative to other retailers, do not spend heavily on store fixtures. Additionally, our
distribution network is designed to run cost effectively. We continue to pursue cost savings in our operations.

Customer Service: While we offer a self-service format, we train our store associates to provide friendly and helpful
customer service and seek to staff our stores to deliver a positive shopping experience. We typically offer customer-
friendly return policies. We accept a variety of payment methods including cash, credit cards and debit cards. In the U.S.,
we offer a co-branded TJX credit card and a private label credit card, both through a bank, but do not own the customer
receivables related to either program. We are engaged in a store upgrade program across our banners, designed to
enhance the customer shopping experience and drive sales.

Distribution: We operate distribution centers encompassing approximately 10 million square feet in four countries,
which are large, highly automated and built to suit our specific, off-price business model. We ship substantially all of our
merchandise to our stores through these distribution centers as well as warehouses and shipping centers operated by
third parties. We shipped approximately 1.8 billion units to our stores during fiscal 2011.

Store Growth: Expansion of our business through the addition of new stores is an important part of our strategy for
TJX as a global, off-price, value Company. The following table provides information on the growth and potential growth of
each of our current chains in their current geographies:

In the United States:

T.J. Maxx
Marshalls

Marmaxx
HomeGoods

In Canada:
Winners
HomeSense
Marshalls

In Europe:

T.K. Maxx
HomeSense

Approximate
Average Store
Size (square feet)

Number of Stores at Year End(1)

Fiscal 2010

Fiscal 2011

Fiscal 2012
(estimated)

Estimated
Ultimate Number
of Stores

30,000
32,000

25,000

29,000
24,000
33,000

32,000
21,000

890
813

1,703
323

211
79
—

263
14

923
830

1,753
336

215
82
—

307
24

1,869
374

2,300-2,400
600

220
86
6

334
24

240
90
90-100

650-725*
100-150**

4,070-4,305
(1) The number of stores at fiscal year end in the above table does not include A.J. Wright stores, which were 150 for fiscal 2010 and 142 for fiscal 2011. The
conversion of 90 A.J. Wright stores, of which 9 are relocations of existing T.J. Maxx and Marshalls’stores, is included in the Fiscal 2012 (estimated) count
for Marmaxx and HomeGoods.

2,593

2,717

2,913

* U.K., Ireland, Germany and Poland only
** U.K. and Ireland only

Included in the Marshalls store counts above are free-standing Marshalls Shoe Shop stores, which sell family
footwear and accessories (six stores at fiscal 2011 year end). Included in the Winners store counts above are StyleSense
stores in Canada, which sell family footwear and accessories (three stores at fiscal 2011 year end). Some of our
HomeGoods and Canadian HomeSense stores are co-located with one of our apparel stores in a superstore format. We
count each of the stores in the superstore format as a separate store.

Revenue Information: The percentages of our consolidated revenues by geography for the last three fiscal years

are as follows:

United States
Northeast
Midwest
South (including Puerto Rico)
West
Canada
Europe

Total

Fiscal 2009

Fiscal 2010

Fiscal 2011

77%

78%

77%

26%
13%
25%
13%

26%
13%
26%
13%

26%
14%
24%
13%

11%
12%

100%

11%
11%

100%

12%
11%

100%

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

Clothing including footwear
Home fashions
Jewelry and accessories

Total

Fiscal 2009

Fiscal 2010

Fiscal 2011

62%
25%
13%
100%

61%
26%
13%
100%

Segment Overview: As of January 29, 2011, we operated five business segments: three in the U.S. and one in
each of Canada and Europe. Each of our segments has its own administrative, buying and merchandising organization
and distribution network. Of the U.S. based chains, T.J. Maxx and Marshalls, referred to as Marmaxx, are managed
together and reported as a single segment and HomeGoods and A.J. Wright each is reported as a separate segment. As
a result of the consolidation of A.J. Wright, it will cease to be a separate segment during fiscal 2012. Outside the U.S.,
chains in Canada (Winners, HomeSense and StyleSense) are under common management and reported as the TJX
Canada segment, and chains in Europe (T.K. Maxx and HomeSense) are under common management and reported as
the TJX Europe segment. More detailed information about our segments, including financial information for each of the
last three fiscal years, can be found in Note H to the consolidated financial statements.

S T O R E L O C A T I O N S

Our current chains operated stores in the following locations as of January 29, 2011:

Stores located in the United States:

T.J. Maxx

Marshalls

HomeGoods

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

20
11
10
84
11
25
3
1
69
38
5
39
18
6
6
11
9
8
11
48
34
12
6
14
3
4
7
14
31
3
53
32
3
38
5
8
39
2
5
19
2
25
46
10
5
31
15
6
17
1
923

4
14
–
116
7
23
3
1
72
28
1
41
10
2
3
4
10
4
23
49
20
12
3
13
–
2
8
8
41
3
68
20
–
20
4
5
32
17
6
9
–
13
66
–
1
25
10
3
6
–
830

2
6
1
35
4
10
1
–
35
10
1
17
2
–
1
3
–
3
7
21
11
8
–
6
–
–
4
6
24
–
26
11
–
9
–
3
14
6
4
4
–
6
17
2
1
9
–
1
5
–
336

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

At January 29, 2011, we also operated 142 A.J. Wright stores, which we subsequently closed. We are converting 90

of these A.J. Wright locations to other banners (81 new stores and 9 relocations).

Stores Located in Canada:

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

Total Stores

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

Stores Located in Europe:

United Kingdom
Republic of Ireland
Germany
Poland

Total Stores

Winners

HomeSense

25
27
6
3
2
8
101
1
39
3

215

9
15
1
2
1
2
38
–
12
2

T.K. Maxx

HomeSense

237
16
47
7

307

24
–
–
–

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, service, reputation and
store location. We compete with local, regional, national and international department, specialty, off-price, discount,
warehouse and outlet stores as well as other retailers that sell apparel, home fashions and other merchandise that we
sell, whether in stores, through catalogues or other media or over the internet.

Employees: At January 29, 2011, we had approximately 166,000 employees, many of whom work less than
40 hours per week. In addition, we hire temporary employees, particularly during the peak back-to-school and holiday
seasons.

Trademarks: We have the right to use our principal trademarks and service marks, which are T.J. Maxx, Marshalls,
HomeGoods, Winners, HomeSense and T.K. Maxx, 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. In the second half of the year, which includes the

back-to-school and holiday seasons, we generally realize higher levels of sales and income.

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 filed with, or furnished to, the SEC, and any amendments to those
documents, are available free of charge on our website, www.tjx.com, under “SEC Filings,” as soon as reasonably
practicable after they are electronically filed with or furnished to the SEC. They are also available free of charge from TJX
Investor Relations, 770 Cochituate Road, Framingham, Massachusetts 01701. The public can read and copy materials
at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, 1-800-SEC-0330. The SEC maintains
a website containing all reports, proxies, information statements, and all other information regarding issuers that file
electronically (http://www.sec.gov).

Information appearing on www.tjx.com is not a part of, and is not incorporated by reference in, this Form 10-K.

Unless otherwise indicated, all store information in this Item 1 is as of January 29, 2011, and references to store
square footage are to gross square feet. Fiscal 2009 means the fiscal year ended January 31, 2009, fiscal 2010 means

the fiscal year ended January 30, 2010, fiscal 2011 means the fiscal year ended January 29, 2011 and fiscal 2012 means
the fiscal year ending January 28, 2012.

Unless otherwise stated or the context otherwise requires, references in this Form 10-K to “TJX,” “we,” “us” and

“our” refer to The TJX Companies, Inc. and its subsidiaries.

I T E M 1 A . R I S K F A 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. 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.

Global economic conditions may adversely affect our financial performance.

During the recent economic recession, global financial markets experienced extreme volatility, disruption and credit
contraction. The volatility and disruption to the capital markets significantly adversely affected global economic
conditions, resulting in additional significant recessionary pressures and declines in employment levels, disposable
income and actual and perceived wealth. Although there have been some recent improvements, continuing or worsened
adverse economic conditions, including higher unemployment, energy and health care costs, interest rates and taxes
and tighter credit, could continue to affect consumer confidence and discretionary consumer spending adversely and
may adversely affect our sales, cash flows and results of operations. Additionally, renewed financial turmoil in the financial
and credit markets could adversely affect our costs of capital and the sources of liquidity available to us and could
increase our pension funding requirements.

Fluctuations in foreign currency exchange rates may lead to lower revenues and earnings.

In addition to our U.S. businesses, we operate stores in Canada and Europe and plan to continue to expand our
international operations. Sales made by our stores outside the United States are denominated in the currency of the
country in which the store is located, and changes in foreign exchange rates affect the translation of the sales and
earnings of these businesses into U.S. dollars for financial reporting purposes. Because of this, movements in exchange
rates have had and are expected to continue to have a significant impact on our net sales and earnings.

Additionally, we routinely enter into inventory-related hedging instruments to mitigate the impact of foreign currency
exchange rates on merchandise margins of merchandise purchased by our international segments that is denominated
in currencies other than their local currencies. In accordance with U.S. GAAP, we evaluate the fair value of these hedging
instruments and make mark-to-market adjustments at the end of an accounting period. These adjustments are of a
much greater magnitude when there is significant volatility in currency exchange rates and may have a significant impact
on our earnings.

Changes in foreign currency exchange rates can also increase the cost of inventory purchases by our businesses
that are denominated in a currency other than the local currency of the business. When these changes occur suddenly, it
can be difficult for us to adjust retail prices accordingly, and gross margin can be adversely affected. A significant amount
of merchandise we offer for sale is made in China and accordingly, a revaluation of the Chinese currency, or increased
market flexibility in the exchange rate for that currency, increasing its value relative to the U.S. dollar or currencies in which
our stores are located could be particularly significant.

Although we implement foreign currency hedging and risk management strategies to reduce our exposure to
fluctuations in earnings and cash flows associated with changes in foreign exchange rates, we expect that foreign
currency fluctuations could have a material adverse effect on our net sales and results of operations. In addition,
fluctuations in foreign currency exchange rates may have a greater impact on our earnings and operating results if a
counterparty to one of our hedging arrangements fails to perform.

Failure to execute our opportunistic buying and inventory management could adversely affect our business.

We purchase the majority of our apparel inventory and much of our home 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 is enhanced by rapid inventory turns and continued replenishment of fresh, high quality, attractively
priced merchandise in our stores. While opportunistic buying provides our buyers the ability to buy at desirable times and
prices, in the quantities we need and into market trends, it places considerable discretion in our buyers, subjecting us to risks
on the appropriate pricing, quantity, nature and timing of inventory flowing to our stores. In addition, we base our purchases of
inventory, in part, on sales forecasts. If our sales forecasts do not match customer demand, we may experience higher
inventory levels and need to take markdowns on excess or slow-moving inventory, leading to decreased profit margins, or we

may have insufficient inventory to meet customer demand leading to lost sales, either of which could adversely affect our
financial performance. Our pricing model requires that we purchase inventory sufficiently below conventional retail to maintain
our pricing differential and margin, which we may not achieve at times. We must also properly execute our inventory
management strategies through appropriately allocating merchandise among our stores, timely and efficiently distributing
inventory to stores, maintaining an appropriate mix and level of inventory in stores, appropriately changing the allocation of
floor space of stores among product categories to respond to customer demand and effectively managing pricing and
markdowns. Our vendors and others in our supply chain are also subject to risks of labor issues, financial liquidity, weather and
other natural disasters, economic, political and regulatory conditions and other matters that could affect our ability to receive
and provide to our stores acceptable merchandise in adequate quantities on a timely basis. Failure to execute our
opportunistic inventory buying and inventory management well could adversely affect our performance and our relationship
with our customers.

Failure to continue to expand our operations successfully could adversely affect our financial results.

Our revenue growth is dependent, among other things, upon our ability to continue to expand successfully through
successful new store openings as well as our ability to increase same store sales. Successful store growth requires acquisition
and development of appropriate real estate including 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, increases
in real estate, construction and development costs and availability and costs of capital could limit our ability to open new stores
in desirable locations in the future or adversely affect the economics of new stores. We may encounter difficulties in attracting
customers in new markets for various reasons including decisions to open new banners, expansion into new geographies,
customers’ lack of familiarity with our brands or our lack of familiarity with local customer preferences and cultural differences.
New stores may not achieve the same sales or profit levels as our existing stores, and new and existing stores in a market area
may adversely affect each other’s sales and profitability. Further, expansion places significant demands on the administrative,
merchandising, store operations, distribution and other organizations in our businesses to manage rapid growth, and we may
not do so successfully. As a result, we may need to reduce our rate of expansion or we may operate with decreased
operational efficiency, and it may adversely affect our results.

Failure to successfully identify customer trends and preferences to meet customer demand could negatively impact
our performance.

Because our success depends on our ability to meet customer demand, we take various steps to keep up with customer
trends and preferences including contacts with vendors, monitoring product category and fashion trends and comparison
shopping. Our flexible business model allows us to buy close to need and in response to consumer preferences and trends
and to expand and contract merchandise categories in response to consumers’ changing tastes. However, identifying
consumer trends and preferences in the various geographies in which we do business and successfully meeting customer
demand is challenging, and we may not successfully do so, which could adversely affect our results.

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 at points in the past, and they may continue to do so in the
future. Our earnings may not continue to grow at rates we plan 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 our securities analysts’ or investors’ 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, consumer confidence, seasonality, and cost increases due, among other things, to
government regulation and increased healthcare costs. In addition, if we do not repurchase the number of shares we
contemplate pursuant to our stock repurchase program, 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 and control costs or appropriately adjust costs 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 strategy is to continue to expand within existing markets, to expand to new markets and geographies and to attract
new customers in existing and new markets across demographics. This growth strategy includes developing new ways to sell
more or different categories of 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, development and opening of new
chains or potential expansion of e-commerce, all of which entail significant risk. Our growth is dependent upon our ability to
successfully extend our business in these ways. If any of our expansion vehicles does not achieve the success we expect in
whole or in part, we may be required to increase our investment or close stores or operations. Unsuccessful extension of our
model could adversely affect growth and financial performance.

If we fail to successfully implement our marketing, advertising and promotional programs, or if our competitors are
more effective with their programs than we are, our revenue may be adversely affected.

We use marketing, advertising and promotional programs to attract customers to our stores. We use various media for
these programs, including print, television, social media, database marketing and direct marketing. Some of our competitors
may have substantially larger expenditures for their programs, which may provide them with a competitive advantage. There
can be no assurance that we will be able to continue to execute our marketing, advertising and promotional programs
effectively, and any failure to do so could have a material adverse effect on our revenue and results of operations. Information
posted about us and our merchandise on social media platforms and similar venues, including blogs, social media websites,
and other forums for Internet-based communications that allow individuals access to a broad audience of consumers and
other interested persons, may be inaccurate or may harm our brand, which could have a material effect on our revenue and
results of operations.

Compromises of our data security could materially harm our reputation and business.

In the ordinary course of our business, we collect and store certain personal information from individuals, such as our
customers and associates, and we process customer payment card and check information. We suffered an unauthorized
intrusion or intrusions (such intrusion or intrusions, collectively, the “Computer Intrusion”) into portions of our computer system
that process and store information related to customer transactions, discovered late in fiscal 2007 in which we believe
customer data were stolen. We have taken steps designed to further strengthen the security of our computer system and
protocols and have instituted an ongoing program with respect to data security, consistent with a consent order with the
Federal Trade Commission. 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
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. This is also true for check information and approval.
Computer hackers may attempt to penetrate our computer system and, if successful, misappropriate personal information,
payment card or check information or confidential Company business information. In addition, a Company associate,
contractor or other third party with whom we do business may attempt to circumvent our security measures in order to obtain
such information, and may purposefully or inadvertently cause a breach involving such information. Advances in computer
and software capabilities and encryption technology, new tools and other developments may increase the risk of such a
breach. Any such compromise of our data security and loss of personal or business information could disrupt our operations,
damage our reputation and customers’ willingness to shop in our stores, violate applicable laws, regulations, orders and
agreements, and subject us to additional costs and liabilities which could be material.

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

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

We may experience risks associated with our substantial size and scale.

We operate multiple retail chains in the U.S., Canada and Europe. 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 or our distribution centers are located could
adversely affect our operating results.

Adverse and unseasonable weather affects customers’ willingness to shop and their demand for the merchandise in our
stores. Severe weather could also affect our ability to transport merchandise to our stores from our distribution and shipping
centers. As a result, frequent, unusually heavy, unseasonable or untimely weather in our markets, such as snow, ice or rain
storms, severe cold or heat or extended periods of unseasonable temperatures, could adversely affect our sales and increase
markdowns. Increased governmental regulations focused on climate change could increase compliance costs.

Our results may be adversely affected by serious disruptions or catastrophic events.

Unforeseen public health issues, such as pandemics and epidemics, as well as natural disasters such as hurricanes,
tornadoes, floods, earthquakes and other adverse weather and climate conditions, whether occurring in the United States or
abroad, could disrupt our operations or the operations of one or more of our vendors or could severely damage or destroy one
or more of our stores or distribution facilities located in the affected areas. Day to day operations, particularly our ability to
receive products from our vendors or transport products to our stores could be adversely affected, or we could be required to
close stores or distribution centers in the affected areas or in areas served by the affected distribution center. As a result, our
business could be adversely affected.

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

The retail apparel and home fashion business is highly competitive. We compete with many other local, regional, national
and international retailers that sell apparel, home fashions and other merchandise we sell, whether in stores, through
catalogues or media or over the internet. We compete on the basis of fashion, quality, price, value, merchandise selection and
freshness, brand name recognition, service, reputation and store location. Other competitive factors that influence the
demand for our merchandise include our advertising, marketing and promotional activities and the name recognition and
reputation of our chains. If we fail to compete effectively, our sales and results of operations could be adversely affected.

Failure to attract and retain quality sales, distribution center and other associates in appropriate numbers as well as
experienced buying and management personnel could adversely affect our performance.

Our performance depends 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. In addition, any failure of third-parties that
perform services on our behalf to comply with immigration, employment or other laws could damage our reputation or disrupt
our ability to obtain needed labor. 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 governmental labor and employment requirements. Recently enacted health care reform legislation could
increase our costs. In the event of increasing wage rates, if we fail to increase our wages competitively, the quality of our
workforce could decline, causing our customer service to suffer, while increasing our wages could cause our earnings to
decrease. 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 for a substantial number of our associates. The market for retail management is highly competitive and, in
common with other retailers, we face challenges in securing sufficient management talent. If we do not continue to attract,
train and retain quality associates and management personnel, our performance could be adversely affected.

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

We have grown our business in part through mergers and acquisitions and may acquire new businesses or divest, close
or consolidate current businesses. Acquisition or divestiture activities may divert attention of management from operating the
existing businesses. We may do a less-than-optimal job of evaluating target companies and their risks and benefits, and
integration of acquisitions can be difficult and time-consuming. Acquisitions may not meet our performance and other
expectations or may expose us to unexpected or greater-than-expected liabilities and risks. Divestitures, closings and

consolidations also involve risks, such as the risks of exposure on lease and other contractual, employment and severance
obligations, obligations undertaken in the process and potential liabilities that may arise under law as a result of the disposition
or the subsequent failure of the acquirer. Failure to execute on mergers or divestitures, closings and consolidations in a
satisfactory manner could adversely affect our future results of operations and financial condition.

Failure to operate information systems and implement new technologies effectively could disrupt our business or
reduce our sales or profitability.

We rely extensively on various information systems, data centers and software applications to manage many aspects of
our business, including to process and record transactions in our stores, to enable effective communication systems, to plan
and track inventory flow, and to generate performance and financial reports. We are dependent on the integrity, security and
consistent operations of these systems and related back-up systems. Our computer systems are subject to damage or
interruption from power outages, computer and telecommunications failures, computer viruses, security breaches,
catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes, acts of war or terrorism and usage errors
by our associates or contractors. The efficient operation and successful growth of our business depends upon these
information systems, including our ability to operate them effectively and to select and implement appropriate new
technologies, systems, controls, data centers and adequate disaster recovery systems successfully. 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 supply capital to fund our expansion, operations,
interest and debt repayments, stock repurchases and dividends.

Our business depends upon our operations to generate strong cash flow, and to some extent upon the availability of
financing sources, to supply capital to fund our expansions, general operating activities, stock repurchases, dividends, interest
and debt repayments. 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 when needed could adversely affect our financial
performance including our earnings per share.

General economic and other factors may adversely affect consumer spending, which 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, in turn, affects sales at retailers, which may include TJX.
Although we benefit from being an off-price retailer, these factors could adversely affect our sales and performance if we are
not able to implement strategies to mitigate them promptly and successfully.

Issues with merchandise quality or safety could damage our reputation, sales and financial results.

Various governmental authorities in the jurisdictions where we do business regulate the quality and safety of the
merchandise we sell in our stores. Regulations and standards in this area, including those related to the Consumer
Product Safety Improvement Act of 2008 in the United States and similar legislation in other countries in which we
operate, change from time to time. 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. We rely on our vendors to
provide quality merchandise that complies with applicable product safety laws and other applicable laws, but they may
not comply with their contractual obligations to do so. Issues with the quality and safety of merchandise, particularly with
food, bath and body and children’s products, or issues with the genuineness of merchandise, regardless of our fault, or
customer concerns about such issues, could cause damage to our reputation and could result in lost sales, uninsured
product liability claims or losses, merchandise recalls and increased costs, and regulatory, civil or criminal fines or
penalties, any of which could have a material adverse effect on our financial results.

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

Many of the products sold in our stores are sourced by our vendors and, to a lesser extent, by us, in many foreign
countries, particularly southeastern Asia. Where we are the importer of record, we may be subject to regulatory or other
requirements similar to those imposed upon the manufacturer of such products. We are subject to the various risks of

doing business in foreign markets, importing merchandise from abroad and purchasing product made in foreign
countries, such as:

— potential disruptions in manufacturing, logistics and 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;

— product compliance with laws and regulations of the destination country;

— product liability claims from customers or penalties from government agencies relating to products that are recalled,

defective or otherwise noncompliant or alleged to be harmful;

— concerns about human rights, working conditions and other labor rights and conditions in foreign countries where

merchandise is produced, and changing labor, environmental and other laws in these countries;

— compliance with laws and regulations concerning ethical business practices, such as the U.S. Foreign Corrupt

Practices Act;

— potentially greater exposure for product warranty and safety problems; 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, labor conditions, transport capacity
and costs, systems issues, problems in third party distribution and warehousing and other interruptions of the supply
chain, compliance with U.S. and foreign laws and regulations and other factors relating to international trade and
imported merchandise beyond our control could affect the availability and the price of our inventory. Furthermore,
although we have implemented policies and procedures designed to facilitate compliance with laws and regulations
relating to doing business in foreign markets and importing merchandise from abroad, there can be no assurance that
our associates, contractors, agents, vendors or other third parties with whom we do business will not violate such laws
and regulations or our policies, which could subject us to liability and could adversely affect our operations or operating
results.

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

We have a significant retail presence in Canada and Europe, as well as buying offices around the world, and our goal
as a global retailer is to continue 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.

Our results may be adversely affected by increases in the price of oil and other commodities.

Prices of oil have fluctuated dramatically in the past and have recently risen significantly. Increase in the price of oil
increases our transportation costs for distribution, utility costs for our retail stores and costs to purchase our products
from suppliers. Although we have implemented a hedging strategy to manage a portion of our transportation costs,
increases in oil and gasoline prices could adversely affect consumer spending and demand for our products and increase
our operating costs, which could have an adverse effect on our performance. Similarly, other commodity prices have also
fluctuated dramatically in the past. Cost of cotton and synthetic fabrics have recently risen significantly. Such increases
are expected to increase the cost of merchandise, which could adversely affect our performance through potentially
reduced consumer demand or reduced margins.

Failure to comply with existing laws, regulations and orders or changes in existing laws and regulations could
negatively affect our business operations and financial performance.

We are subject to federal, state, provincial and local laws, rules and regulations in the United States and abroad, any
of which may change from time to time, as well as orders and assurances. If we fail to comply with these laws, rules,
regulations and orders, we may be subject to fines or other penalties, which could materially adversely affect our
operations and our financial results and condition. We must also comply with new and changing laws. Further, Generally

Accepted Accounting Principles (GAAP) in the U.S. may change from time to time, and the changes could have material
effects on our reported financial results and condition. In addition, there have been a large number of new legislative and
regulatory initiatives and reforms introduced in the U.S., and the initiatives and reforms that have been and may be
enacted may increase our costs.

Our results may be materially adversely affected by the outcomes of litigation and other legal proceedings.

We are periodically involved in various legal proceedings, which may involve local, state and federal government
inquiries and investigations; tax, employment, real estate, tort, consumer litigation and intellectual property litigation; or
other disputes. There have been a growing number of employment-related lawsuits, including class actions, and we have
been subject to these types of suits. In addition, we may be subject to investigations and other proceedings by regulatory
agencies, including, but not limited to, consumer protection laws, advertising regulations, escheat and employment and
wage and hour regulations. Results of legal and regulatory proceedings cannot be predicted with certainty and may differ
from reserves we establish estimating the probable outcome. Regardless of merit, litigation may be both time-consuming
and disruptive to our operations and cause significant expense and diversion of management attention. Legal and
regulatory proceedings and investigations could expose us to significant defense costs, fines, penalties and liability to
private parties and governmental entities for monetary recoveries and other amounts and attorneys’ fees and/or require
us to change aspects of our operations, any of which could have a material adverse effect on our business and results of
operations.

Our real estate leases generally obligate us for long periods, which subjects us to various financial risks.

We lease virtually all of our store locations, generally for long terms and either own or lease for long periods our
primary distribution centers and administrative offices. Accordingly, we are subject to the risks associated with owning
and leasing real estate, which can have a material adverse effect on our results as reflected in our reserve for former
operations. While we have the right to terminate some of our leases under specified conditions by making specified
payments, we may not be able to terminate a particular lease if or when we would like to do so. If we decide to close
stores, we are generally required to continue to perform obligations under the applicable leases, which generally
includes, among other things, paying rent and operating expenses for the balance of the lease term, or paying to exercise
rights to terminate, and the performance of any of these obligations may be expensive. When we assign or sublease
leases, we can remain liable on the lease obligations if the assignee or sublessee does not perform. In addition, when
leases for the stores in our ongoing operations expire, we may be unable to negotiate renewals, either on commercially
acceptable terms or at all, which could cause us to close stores.

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.

Tax matters could adversely affect our results of operations and financial condition.

We are subject to income taxes in both the United States and numerous foreign jurisdictions. Our provision for
income taxes and future tax liability could be adversely affected by numerous factors including, but not limited to, income
before taxes being lower than anticipated in countries with lower statutory income tax rates and higher than anticipated in
countries with higher statutory income tax rates, changes in income tax rates, changes in transfer pricing, changes in the
valuation of deferred tax assets and liabilities, changes in U.S. tax legislation and regulation, foreign tax laws, regulations
and treaties, exposure to additional tax liabilities, changes in accounting principles and interpretations relating to tax
matters, which could adversely impact our results of operations and financial condition in future periods. In addition, we
are subject to the continuous examination of our income tax returns by federal, state and local tax authorities in the
U.S. and foreign countries, such authorities may challenge positions we take, and we are engaged in various
proceedings with such authorities with respect to assessments, claims, deficiencies and refunds, and the results of
these examinations, judicial proceedings or as a result of the expiration of statute of limitations in specific jurisdictions. We
regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our
provision for income taxes. However, it is possible that the actual results of proceedings with tax authorities and in courts,

changes in facts, expiration of statutes of limitations or other resolutions of tax positions will differ from the amounts we
have accrued in either a positive or a negative manner, which could materially affect our effective income tax rate in a
given financial period, the amount of taxes we are required to pay and our results of operations.

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

None.

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

We lease virtually all of our over 2,700 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 some with specified payments.

The following is a summary of our primary owned and leased distribution centers and primary administrative office
locations of our current operations as of January 29, 2011. Square footage information for the distribution centers
represents total “ground cover” of the facility. Square footage information for office space represents total space
occupied.

D I S T R I B U T I O N C E N T E R S

Marmaxx:

T.J. Maxx

Marshalls

HomeGoods

TJX Canada

TJX Europe

Worcester, Massachusetts
Evansville, Indiana
Las Vegas, Nevada

Charlotte, North Carolina
Pittston Township, Pennsylvania

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

Brownsburg, Indiana
Bloomfield, Connecticut

Brampton, Ontario
Mississauga, Ontario

Wakefield, England
Stoke, England
Walsall, England
Bergheim, Germany

494,000 s.f.—owned
989,000 s.f.—owned
713,000 s.f. shared with
Marshalls—owned
595,000 s.f.—owned
1,017,000 s.f.—owned

780,000 s.f.—owned
472,000 s.f.—leased
562,000 s.f.—leased
1,001,000 s.f.—leased

805,000 s.f.—owned
803,000 s.f.—owned

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

176,000 s.f.—leased
261,000 s.f.—leased
277,000 s.f.—leased
326,000 s.f.—leased

O F F I C E S P A C E

Corporate, Marmaxx, HomeGoods

TJX Canada

TJX Europe

Framingham and Westboro,
Massachusetts

1,291,000 s.f.—leased in several
buildings

Mississauga, Ontario

Watford, England
Dusseldorf, Germany

174,000 s.f.—leased

61,000 s.f.—leased
21,000 s.f.—leased

In addition to the distribution centers listed above, TJX owns two distribution centers that were used by the A.J.
Wright segment. These distribution centers, one in Fall River, Massachusetts and the other in South Bend, Indiana, were
closed in fiscal 2011 as part of the A.J. Wright consolidation. The company is actively marketing these properties.

In addition to the office space listed above, TJX leases a limited amount of space for its numerous regional buying

offices located worldwide.

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

TJX is subject to certain legal proceedings and claims that rise from time to time in the ordinary course of our
business. In addition, TJX is a defendant in several lawsuits filed in federal and state courts in California, New York and
Texas brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly
associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour statutes,
including alleged misclassification of positions as exempt from overtime and alleged entitlement to additional wages for
alleged off-the-clock work by hourly employees. The lawsuits seek unspecified monetary damages, injunctive relief and
attorneys’ fees. TJX is vigorously defending these claims.

We provide the following additional information concerning these lawsuits, setting forth the name of the matter, the

court in which the matter is pending, the related case number and the date on which the lawsuit was filed.

Wage and Hour Class Actions: Halton-Hurt et al. v. The TJX Companies, Inc. d/b/a T.J. Maxx, U.S. District Court,
Northern District of Texas, 3:09-CV-02171-N, November 13, 2009; Ebo v. The TJX Companies, et al., Superior Court of
CA, Los Angeles County Superior Court, BC380575, November 13, 2007.

Exempt Status Cases: Ahmed v. T.J. Maxx Corp. et al., U.S. District Court, Eastern District of New York, 10-CV-
03609, August 5, 2010; Archibald, et al. v. Marshalls of MA, Inc., et al., U.S. District Court, Southern District of New York,
09-CV-2323, March 12, 2009; Guillen v. Marshalls of MA, Inc., et al., U.S. District Court, Southern District of New York,
09-CV-9575, November 18, 2009; Jenkins v. The TJX Companies, Inc. et al., U.S. District Court, Eastern District of New
York, Case No. CV-10 3753, August 16, 2010.

I T E M 4 .

( R E M O V E D A N D R E S E R V E D )

PART II

I T E M 5 . M A R K E T F O R T H E R E G I S T R A N T ’ S C O M M O N E Q U I T Y, R E L AT E D
S E C U R I T Y H O L D E R M AT T E R S A N D I S S U E R P U R C H A S E S O F E Q U I T Y S E C U R I T I E S

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 our common stock for fiscal 2011 and fiscal 2010 are as follows:

Quarter

First
Second
Third
Fourth

Fiscal 2011

Fiscal 2010

High

$48.50
$47.49
$46.61
$48.75

Low

$37.12
$40.08
$39.56
$42.55

High

$29.17
$37.00
$40.64
$39.75

Low

$19.19
$26.62
$33.80
$35.75

The approximate number of common shareholders at January 29, 2011 was 63,000.

We declared four quarterly dividends of $0.15 per share for fiscal 2011 and $0.12 per share for fiscal 2010. While our
dividend policy is subject to periodic review by our Board of Directors, we are currently planning to pay a $0.19 per share
quarterly dividend in fiscal 2012 and 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 2011 and the average price paid

per share are as follows:

Total
Number of Shares

Repurchased(1)

(a)

Average Price Paid
Per
Share(2)
(b)

Total Number of Shares
Purchased as Part of a
Publicly Announced

Plan or Program(3)

(c)

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

Programs(4)

(d)

1,981,470

4,372,783

1,512,456
7,866,709

$45.60

$44.59

$46.28

1,981,470

$859,267,857

4,372,783

$664,267,976

1,512,456
7,866,709

$594,268,098

Period

October 31, 2010 through
November 27, 2010

November 28, 2010 through

January 1, 2011

January 2, 2011 through

January 29, 2011
Total:

(1) All shares were purchased as part of publicly announced plans or programs.

(2) Average price paid per share includes commissions and is rounded to the nearest two decimal places.

(3) During the third quarter of fiscal 2011, we completed a $1 billion stock repurchase program that was approved in September 2009 and initiated another
multi-year $1 billion stock repurchase program, approved in February 2010. As of January 29, 2011, $594 million remained available for purchase under
that program.

(4)

In February 2011, TJX’s Board of Directors approved a new stock repurchase program that authorizes the repurchase of up to an additional $1 billion of
TJX common stock from time to time.

Equity Compensation Plan Information

The following table provides certain information as of January 29, 2011 with respect to our equity compensation

plans:

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))

25,047,372

N/A

25,047,372

$31.41

N/A

$31.41

16,945,286

N/A

16,945,286

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

For additional

information concerning our equity compensation plans, see Note I to our consolidated financial

statements.

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

Amounts in thousands
except per share amounts

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

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:

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

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 fiscal year end:
In the United States:

T.J. Maxx
Marshalls
HomeGoods
A.J. Wright(4)

In Canada:
Winners
HomeSense

In Europe:

T.K. Maxx
HomeSense

Total

Selling Square Footage at year-end:
In the United States:

T.J. Maxx
Marshalls
HomeGoods
A.J. Wright(4)

In Canada:
Winners
HomeSense

In Europe:

T.K. Maxx
HomeSense

Total

Fiscal Year Ended January(1)

2011

2010

2009

(53 Weeks)

2008

2007

$21,942,193
$ 1,339,530

$20,288,444
$ 1,213,572

$18,999,505
914,886
$

$18,336,726
782,432
$

$17,104,013
787,172
$

406,413

427,619

442,255

468,046

480,045

$
$

3.30
0.60

$
$

2.84
0.48

$
$

2.08
0.44

$
$

1.68
0.36

$
$

1.65
0.28

$ 1,741,751
$ 1,966,406
$ 7,971,763
707,134
$
$
787,517
$ 3,099,899

$ 1,614,607
$ 1,908,870
$ 7,463,977
429,282
$
$
790,169
$ 2,889,276

453,527
$
$
858,238
$ 6,178,242
582,932
$
$
383,782
$ 2,134,557

$
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

44.7%

20.3%

48.3%

21.5%

42.9%

26.7%

35.4%

28.6%

37.6%

26.1%

923
830
336
142

215
82

307
24

890
813
323
150

211
79

263
14

874
806
318
135

202
75

235
7

847
776
289
129

191
71

226
—

821
748
270
129

184
68

210
—

2,859

2,743

2,652

2,529

2,430

21,611
20,912
6,619
2,874

4,966
1,594

7,052
402

66,030

20,890
20,513
6,354
3,012

4,847
1,527

6,106
222

63,471

20,543
20,388
6,248
2,680

4,647
1,437

5,404
107

61,454

20,025
19,759
5,569
2,576

4,389
1,358

5,096
—

58,772

19,390
19,078
5,181
2,577

4,214
1,280

4,636
—

56,356

(1) Fiscal 2008 and fiscal 2007 have been adjusted to reclassify the operating results of Bob’s Stores to discontinued operations.

(2)

Includes long-term debt, exclusive of current installments and capital lease obligation, 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) As a result of the consolidation of the A.J. Wright chain, all A.J. Wright stores ceased operations by the end of February, 2011.

I T E M 7 . M A N A G E M E N T ’ S D I S C U S S I O N A N D A N A LY S I S O F F I N A N C I A L
C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S

The discussion that follows relates to our 52-week fiscal years ended January 29, 2011 (fiscal 2011) and January 30,
2010 (fiscal 2010), and the 53-week fiscal year ended January 31, 2009 (fiscal 2009). Like most retailers we have a 53-
week fiscal year every five to six years. This extra week of sales volume, which also provides a lift to pre-tax margins due to
the flow of certain monthly and annual expenses, impacts comparisons to 52-week fiscal years.

R E S U LT S O F O P E R A T I O N S

Highlights of our financial performance for fiscal 2011 include the following:

— Same store sales for fiscal 2011 increased 4% over the prior year. This was achieved on top of a 6% same store sales
increase in fiscal 2010. Our strategies of operating with lean inventories and buying close to need, which we managed
even more aggressively in fiscal 2010 and continued in fiscal 2011, increased inventory turns and drove continued
growth in customer traffic resulting in healthy gains in sales and profitability in both years.

— Net sales increased 8% to $21.9 billion for fiscal 2011. Stores in operation and selling square footage were both up 4%
at the end of fiscal 2011 compared to last fiscal year end. Foreign currency exchange rates benefitted fiscal 2011 sales
growth by one percentage point.

— We made the major decision in the fourth quarter of fiscal 2011 to consolidate the A.J. Wright business by converting
90 stores to other banners and closing the remaining 72 stores, its two distribution centers and home office. Although
this transaction resulted in significant charges and operating losses to the A.J. Wright segment for the fiscal 2011
fourth quarter, we believe consolidating the A.J. Wright chain allows us to serve the A.J. Wright customer demographic
more efficiently, focus our financial and managerial resources on fewer, larger businesses with higher returns and
enhance our growth prospects overall.

— Our fiscal 2011 pre-tax margin (the ratio of pre-tax income to net sales) was 9.9% compared to 9.6% for fiscal 2010.
The fourth quarter results of the A.J. Wright segment decreased our fiscal 2011 pre-tax margin by 0.7 percentage
points, which was more than offset by strong merchandise margin growth as well as expense leverage.

— Our cost of sales ratio for fiscal 2011 improved 0.7 percentage points to 73.1%. Improved merchandise margins and
leverage of buying and occupancy costs on strong same store sales more than offset the negative impact of
0.2 percentage points due to the fourth quarter results of the A.J. Wright segment. The selling, general and
administrative expense ratio for fiscal 2011 increased by 0.5 percentage points to 16.9%. The fourth quarter A.J.
Wright segment loss negatively impacted the selling, general and administrative ratio by 0.6 percentage points, which
was almost entirely offset by the benefit of cost reduction programs and expense leverage on strong same store sales
in fiscal 2011.

— Income from continuing operations was $1.3 billion, or $3.30 per diluted share, for fiscal 2011 compared to $1.2 billion,
or $2.84 per diluted share, for fiscal 2010. Fiscal 2011 diluted earnings per share includes the negative impact of the
fourth quarter A.J. Wright segment loss of $0.21 per share and the benefit of $0.02 per share due to a reduction to the
Provision for Computer Intrusion related costs.

— During fiscal 2011, we repurchased 27.6 million shares of our common stock for $1.2 billion. Earnings per share reflect

the benefit of the stock repurchase program.

— Consolidated average per store inventories from our continuing operations, including inventory on hand at our
distribution centers, were up 4% at the end of fiscal 2011 versus the prior year end as compared to a decrease of 10%
at the end of fiscal 2010 over the prior fiscal year end. In fiscal 2010 and 2011, we managed inventory levels more
aggressively than in prior years, which had a much greater impact on the year over year inventory comparison in fiscal
2010 to the prior year. The fiscal 2011 per-store inventories reflected larger available quantities of end-of-season
branded product for future selling seasons based on greater market opportunities in fiscal 2011.

The following is a discussion of our consolidated operating results, followed by a discussion of our segment

operating results.

Net sales: Consolidated net sales for fiscal 2011 totaled $21.9 billion, an 8% increase over net sales of $20.3 billion
in fiscal 2010. The increase reflected a 4% increase from same store sales, a 3% increase from new stores and a 1%
increase from foreign currency exchange rates. Consolidated net sales for fiscal 2010 totaled $20.3 billion, a 7% increase
over net sales of $19.0 billion in fiscal 2009. The increase reflected a 6% increase from same store sales and a 4%
increase from new stores, offset by a 2% decline from the negative impact of foreign currency exchange rates and a 1%
decrease from the 53rd week in fiscal 2009.

New stores have been a significant source of sales growth. Both our consolidated store count and our selling square
footage increased by 4% in fiscal 2011 as compared to fiscal 2010 and by 3% in fiscal 2010 over the prior fiscal year. We
expect to end fiscal 2012 with 2,913 stores, which would represent a 2% increase in both our consolidated store base
and in our selling square footage. The anticipated growth rate for fiscal 2012 will be negatively impacted by the closing of
the 72 A.J. Wright stores that will not be converted to other banners.

The 4% same store sales increase in fiscal 2011 was driven entirely by continued growth in transactions, with the
value of the average transaction down slightly for the year. Junior apparel, jewelry and home fashions performed
particularly well in fiscal 2011. Geographically, same store sales increases in Canada were in line with the consolidated
average while same store sales decreased in Europe. In the U.S., sales were strong throughout the country with the West
Coast and Southwest above the consolidated average and the Northeast below the consolidated average.

The 6% same store sales increase in fiscal 2010 was driven by significant increases in customer transactions at all of
our businesses, partially offset by a decline in the value of the average transaction. The increase in customer transactions
accelerated during the course of fiscal 2010. Junior apparel, dresses, children’s apparel, footwear, accessories and
home fashions performed particularly well
in fiscal 2010. Geographically, same store sales increases in Europe and
Canada trailed the consolidated average. In the U.S., sales were strong throughout the country with the Midwest,
Southeast and West Coast above the average, and New England and Florida below the average.

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 in at least their third fiscal year of operation. We classify a store
as a new store until it meets the same store sales 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 have 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.
Same store sales of our foreign divisions are calculated on a constant currency basis, meaning we translate the current
year’s same store sales of our foreign divisions at the same exchange rates used in the prior year. This removes the effect
of changes in currency exchange rates, which we believe is a more accurate measure of divisional operating
performance.

The following table sets forth our consolidated operating results from continuing operations as a percentage of net

sales:

Net sales

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

Fiscal Year Ended January
2010

2011

2009

100.0% 100.0% 100.0%

73.1
16.9
(0.1)
0.2

73.8
16.4
—
0.2

75.9
16.5
(0.2)
0.1

Income from continuing operations before provision for income taxes*
* Due to rounding, the individual items may not foot to Income from continuing operations before provision for income taxes.

9.9%

9.6%

7.6%

Impact of foreign currency exchange rates: Our operating results are affected by foreign currency exchange
rates as a result of changes in the value of the U.S. dollar in relation to other currencies. Two ways in which foreign
currency affects our reported results are as follows:

Translation of foreign operating results into U.S. dollars: In our financial statements we translate the operations of our
segments in Canada and Europe from local currencies into U.S. dollars using currency rates in effect at different points in

time. Significant changes in foreign exchange rates between comparable prior periods can result in meaningful variations
in consolidated net sales, net income and earnings per share growth as well as the net sales and operating results of our
Canadian and European segments. Currency translation generally does not affect operating margins, as sales and
expenses of the foreign operations are translated at essentially the same rates within a given period.

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

Cost of sales, including buying and occupancy costs: Cost of sales, including buying and occupancy costs, as
a percentage of net sales was 73.1% in fiscal 2011, 73.8% in fiscal 2010 and 75.9% in fiscal 2009. In fiscal 2011, the
0.2 percentage point negative impact of the fourth quarter A.J. Wright segment loss was more than offset by improved
consolidated merchandise margin, which increased 0.5 percentage points, along with expense leverage on the 4%
same store sales increase. Merchandise margin improvement was driven by our strategy of operating with leaner
inventories and buying closer to need, leading to lower markdowns compared to the prior year.

The improvement in fiscal 2010 was primarily due to improved consolidated merchandise margin, which increased
2.1 percentage points, along with expense leverage on the 6% same store sales increase, particularly in occupancy
costs, which improved by 0.3 percentage points. Merchandise margin improvement was driven by our strategy of
operating with leaner inventories and buying closer to need, which resulted in an increase in markon, along with a
reduction in markdowns compared to the prior year. These improvements were partially offset by a benefit to this
expense ratio in fiscal 2009 due to the 53rd week (approximately 0.2 percentage points). Additionally, for fiscal 2010,
buying and occupancy expense leverage was offset by higher accruals for performance-based incentive compensation
as a result of operating performance that was well ahead of our objectives.

Selling, general and administrative expenses: Selling, general and administrative expenses as a percentage of
net sales were 16.9% in fiscal 2011, 16.4% in fiscal 2010 and 16.5% in fiscal 2009. The increase in selling, general and
administrative expenses in fiscal 2011 compared to fiscal 2010 was due to the 0.6 percentage point negative effect of the
fourth quarter A.J. Wright segment loss. Fiscal 2011 selling, general and administrative expenses include impairment
charges, severance and termination benefits, lease related obligations and other store closing costs in connection with
the A.J. Wright consolidation, which was almost entirely offset by the benefit of cost reduction programs, a reduction in
our fiscal 2011 incentive compensation versus the prior year and expense leverage on strong same store sales in fiscal
2011.

The improvement in fiscal 2010 compared to fiscal 2009 was due to levering of expenses and savings from our
expense reduction initiatives. These improvements were partially offset by the increase in performance-based incentive
compensation, which increased selling, general and administrative expense ratio by 0.5 percentage points in fiscal 2010.

Provision for Computer Intrusion related costs: In the second quarter of fiscal 2008, we established a reserve to

reflect our estimate of our probable losses in accordance with U.S. GAAP with respect to the Computer Intrusion.

We reduced the Provision for Computer Intrusion related costs by $11.6 million during the second quarter of fiscal
2011, primarily as a result of insurance proceeds and adjustments to our remaining reserve. The reserve balance was
$17.3 million at January 29, 2011. As an estimate, the reserve is subject to uncertainty, actual costs may vary from the
current estimate, however such variations are not expected to be material to our results.

Interest expense, net: Interest expense, net amounted to $39.1 million for fiscal 2011, $39.5 million for fiscal 2010
and $14.3 million for fiscal 2009. The components of interest expense, net for the last three fiscal years are summarized
below:

Dollars in thousands

Interest expense
Capitalized interest
Interest (income)

Interest expense, net

Fiscal Year Ended January

2011

2010

2009

$49,014
—
(9,877)

$49,278
(758)
(9,011)

$ 38,123
(1,647)
(22,185)

$39,137

$39,509

$ 14,291

Gross interest expense and gross interest income for fiscal 2011 were flat to the prior period.

Gross interest expense for fiscal 2010 increased over fiscal 2009 as a result of the incremental interest cost of the
$375 million aggregate principal amount of 6.95% notes issued in April 2009 and the $400 million aggregate principal
amount of 4.20% notes issued in July 2009. The 6.95% notes were issued in conjunction with the call for redemption of
our zero coupon convertible securities, and we refinanced our C$235 million credit facility prior to its scheduled maturity
with a portion of the proceeds of the 4.20% notes. In addition, interest income for fiscal 2010 was less than fiscal 2009
due to considerably lower rates of return on investments more than offsetting higher cash balances available for
investment during fiscal 2010.

Income taxes: Our effective annual income tax rate was 38.1% in fiscal 2011, 37.8% in fiscal 2010 and 36.9% in
fiscal 2009. The increase in our effective income tax rate for fiscal 2011 as compared to fiscal 2010 is primarily attributable
to the effects of repatriation of cash from Europe and increasing state tax reserves, partially offset by the finalization of an
advance pricing agreement between Canada and the United States (related to our intercompany transfer pricing) and a
favorable Canadian court ruling regarding withholding taxes.

The increase in our effective income tax rate for fiscal 2010 as compared to fiscal 2009 is primarily attributed to the
favorable impact in fiscal 2009 of a $19 million reduction in the reserve for uncertain tax positions arising from the
settlement of several state tax audits. The absence of this fiscal 2009 benefit increased the effective income tax rate in
fiscal 2010 by 1.3 percentage points, partially offset by a reduction in the effective income tax rate related to foreign
income.

We anticipate an effective annual income tax rate for fiscal 2012 comparable to that for fiscal 2011.

Income from continuing operations and income per share from continuing operations: Income from continuing
operations was $1.3 billion in fiscal 2011, a 10% increase over the $1.2 billion in fiscal 2010, which in turn was a 33% increase
over the $914.9 million in fiscal 2009. Comparisons between fiscal 2011 and fiscal 2010 are negatively impacted by $86 million
for the after tax impact of the A.J. Wright fourth quarter segment loss. Income from continuing operations per share was $3.30
in fiscal 2011, $2.84 in fiscal 2010 and $2.08 in fiscal 2009. Several items, discussed below, affected earnings per share
comparisons for fiscal 2011, fiscal 2010 and fiscal 2009.

Fiscal 2011 earnings per share were adversely affected by the fiscal 2011 fourth quarter segment loss for A.J. Wright,
which reduced earnings per share by $0.21 per share, offset in part by a $0.02 per share benefit for the fiscal 2011
reduction in the Provision for the Computer Intrusion related costs.

Fiscal 2009 earnings per share reflected an estimated $0.09 per share benefit from the 53rd week in fiscal 2009, as
well as a $0.04 per share benefit from the fiscal 2009 reduction in the Provision for Computer Intrusion related costs.

Foreign currency exchange rates also affected the comparability of our results. Foreign currency exchange rates
benefitted fiscal 2011 earnings per share by $0.02 per share compared to an immaterial impact in fiscal 2010. When
comparing fiscal 2010 to fiscal 2009, foreign currency rates reduced earnings per share by $0.01 per share in fiscal 2010
compared to a $0.01 per share benefit in fiscal 2009.

In addition, our weighted average diluted shares outstanding affect the comparability of earnings per share, which
are benefited by our share repurchase programs. We repurchased 27.6 million shares of our stock at a cost of $1.2 billion
in fiscal 2011; 27.0 million shares at a cost of $950 million in fiscal 2010; and 24.0 million shares at a cost of $741 million in
fiscal 2009.

Discontinued operations and net income: The fiscal 2011 net gain from discontinued operations reflects an
after-tax benefit of $3.6 million, (which did not impact earnings per share) as a result of a $6 million pre-tax reduction for
the estimated cost of settling lease-related obligations of former businesses. Fiscal 2009 net loss from discontinued
operations reflects an after-tax loss of $34 million, or $0.08 per share, on the sale of Bob’s Stores. Including the impact of
discontinued operations, net income was $1.3 billion, or $3.30 per share, for fiscal 2011, $1.2 billion, or $2.84 per share,
for fiscal 2010 and $880.6 million, or $2.00 per share, for fiscal 2009.

Segment information: The following is a discussion of the operating results of our business segments. As of
January 29, 2011, we operated five business segments: three in the United States and one in each of Canada and
Europe. In the United States, our T.J. Maxx and Marshalls stores are aggregated as the Marmaxx segment, and
HomeGoods and A.J. Wright are each reported as a separate segment. A.J. Wright will cease to be a business segment
during fiscal 2012 as a result of its consolidation. TJX’s stores operated in Canada (Winners, HomeSense and
StyleSense) are reported as the TJX Canada segment, and TJX’s stores operated in Europe (T.K. Maxx and
HomeSense) are reported as the TJX Europe segment. We evaluate the performance of our segments based on
“segment profit or loss,” which we define as pre-tax income before general corporate expenses, Provision (credit) for
Computer Intrusion related costs, and interest expense. “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 . S e g m e n t s :

Marmaxx

Dollars in millions

Net sales
Segment profit
Segment profit as a percentage of net sales
Percent increase in same store sales
Stores in operation at end of period

T.J. Maxx
Marshalls

Total Marmaxx

Selling square footage at end of period (in thousands)

T.J. Maxx
Marshalls

Total Marmaxx

Fiscal Year Ended January

2011

2010

2009

$14,092.2
$ 1,876.0

$13,270.9
$ 1,588.5

$12,362.1
$ 1,155.8

13.3%
4%

12.0%
7%

9.3%
0%

923
830

1,753

21,611
20,912

42,523

890
813

1,703

20,890
20,513

41,403

874
806

1,680

20,543
20,388

40,931

Net sales at Marmaxx increased 6% in fiscal 2011 as compared to fiscal 2010. Same store sales for Marmaxx were

up 4%, which was on top of a strong 7% increase in the prior year.

Same store sales growth at Marmaxx for fiscal 2011 was driven by continued growth in customer transactions,
partially offset by a slight decrease in the value of the average transaction. The growth in customer transactions in fiscal
2011 was on top of a significant increase in fiscal 2010. Same store sales for women’s apparel were above the chain
average, with junior apparel particularly strong. Same store sales for men’s apparel were slightly below the chain average.
Home categories improved significantly at Marmaxx, with same store sales increases above the chain average for fiscal
2011. Geographically, there were strong trends throughout the country. Same store sales were strongest in the West
Coast and Southwest, while the Northeast trailed the chain average for fiscal 2011. We also saw a lift in the net sales of
stores renovated during the year.

Segment profit as a percentage of net sales (“segment margin” or “segment profit margin”) increased to 13.3% in
fiscal 2011 from 12.0% in fiscal 2010. This increase in segment margin for fiscal 2011 was primarily due to an increase in
merchandise margin of 0.8 percentage points driven primarily by lower markdowns. In addition, the 4% increase in same

store sales provided expense leverage as a percentage of net sales, particularly occupancy costs which improved by
0.2 percentage points.

Segment margin increased to 12.0% in fiscal 2010 from 9.3% in fiscal 2009. This increase in segment margin for
fiscal 2010 was primarily due to an increase in merchandise margin of 2.4 percentage points driven by lower markdowns
and higher markon. In addition, the 7% increase in same store sales provided expense leverage as a percentage of net
sales, particularly occupancy costs, which improved by 0.3 percentage points. These increases were partially offset by
an increase in administrative costs as a percentage of sales, primarily due to higher accruals for performance-based
incentive compensation as a result of operating performance well ahead of objectives.

We expect to open approximately 116 new stores (net of closings and including the conversion of 65 A.J. Wright

stores) in fiscal 2012, increasing the Marmaxx store base and selling square footage each by 7%.

HomeGoods

Dollars in millions

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

Fiscal Year Ended January

2011

2010

2009

$1,958.0
$ 186.5

$1,794.4
$ 137.5

$1,578.3
42.4
$

9.5%
6%

336
6,619

7.7%
9%

323
6,354

2.7%
(3)%

318
6,248

HomeGoods’ net sales increased 9% in fiscal 2011 compared to fiscal 2010. Same store sales increased 6% in fiscal
2011, driven by continued strong growth in customer traffic, compared to a same store sales increase of 9% in fiscal
2010. Segment margin of 9.5% was up from 7.7% for fiscal 2010, due to increased merchandise margins, driven by
decreased markdowns, levering of expenses on the 6% same store sales and operational efficiencies. The merchandise
margin improvements were driven by our continuing to manage this business with much lower inventory levels and
increasing inventory turns.

HomeGoods’ net sales increased 14% in fiscal 2010 compared to fiscal 2009. Same store sales increased 9% in
fiscal 2010, driven by significantly increased customer traffic, compared to a decrease of 3% in fiscal 2009. Segment
margin of 7.7% was up significantly from 2.7% for fiscal 2009, due to increased merchandise margins driven by
increased markon and decreased markdowns, levering of expenses on the 9% same store sales and operational
efficiencies. The merchandise margin improvements were driven by managing this business with much lower inventory
levels, which drove better off-price buying and increased inventory turns. These improvements were partially offset by
higher accruals for performance-based incentive compensation as a result of operating performance well ahead of
objectives.

In fiscal 2012, we plan to add a net of 38 HomeGoods stores (including the conversion of 16 A.J. Wright stores) and

increase selling square footage by 11%.

A.J. Wright

In the fourth quarter of fiscal 2011, TJX announced that it would consolidate its A.J. Wright division by converting 90
of the A.J. Wright stores into T.J. Maxx, Marshalls or HomeGoods stores and by closing the remaining 72 stores, its two
distribution centers and home office. TJX commenced the liquidation process in the fiscal 2011 fourth quarter and 20
stores had been closed as of January 29, 2011. All of the remaining stores ceased operation by February 13, 2011. See
Note C to the consolidated financial statements for more information.

Dollars in millions

Net sales
Segment profit (loss)
Segment profit (loss) as a percentage 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
2011

2010

2009

$ 888.4
$(130.0)

$779.8
$ 12.6

$677.6
$ 2.9

(14.6)%
6%

142
2,874

1.6%
9%

0.4%
4%

150
3,012

135
2,680

A majority of the costs related to the closing of the A.J. Wright business were recorded in the fourth quarter. The
operating results of the A.J. Wright segment for the full year of fiscal 2011 include a fourth quarter loss of $140.6 million,
which includes the following:

Dollars in thousands

Fixed asset impairment charges—Non cash
Severance and termination benefits
Lease obligations and other closing costs
Operating losses

Total segment loss

Fiscal 2011
Fourth Quarter

$ 82,589
25,400
11,700
20,912

$140,601

In the first half of fiscal 2012, TJX will incur additional store closing costs and operating losses due to the completion
of the A.J. Wright store closings as well as the costs to convert the A.J. Wright stores to other TJX banners and grand re-
opening costs for those stores. TJX estimates that during fiscal 2012, it will incur additional A.J. Wright segment losses of
approximately $66 million, primarily relating to the completion of store operations and lease related obligations, and
conversion costs and grand re-opening costs of approximately $28 million, which will be reflected in the segments of the
new banners into which the stores are converted. The majority of these charges are expected to be incurred in the first
quarter of fiscal 2012.

A.J. Wright’s net sales increased 15% in fiscal 2010 as compared to fiscal 2009, and same store sales increased 9%.
Segment profit increased to $12.6 million in fiscal 2010, compared to segment profit of $2.9 million in fiscal 2009. The
increase in segment margin in fiscal 2010 was primarily due to improved merchandise margin. Like our other divisions,
cost reduction initiatives and the benefit of expense leverage on the same store sales increase was partially offset by
higher accruals for performance-based incentive compensation.

I n t e r n a t i o n a l S e g m e n t s :

TJX Canada

U.S. Dollars in millions

Net sales
Segment profit
Segment profit as a percentage of net sales
Percent increase in same store sales
Stores in operation at end of period

Winners
HomeSense

Total

Selling square footage at end of period (in thousands)

Winners
HomeSense

Total

Fiscal Year Ended January

2011

2010

2009

$2,510.2
$ 352.0

$2,167.9
$ 255.0

$2,139.4
$ 236.1

14.0%
4%

11.8%
2%

11.0%
3%

215
82

297

4,966
1,594

6,560

211
79

290

4,847
1,527

6,374

202
75

277

4,647
1,437

6,084

Net sales for TJX Canada (which includes Winners and HomeSense) increased 16% in fiscal 2011 as compared to
fiscal 2010. Currency translation benefitted fiscal 2011 sales growth by approximately 9 percentage points, as compared
to the same period last year. Same store sales were up 4% in fiscal 2011 compared to an increase of 2% in fiscal 2010.
Same store sales of men’s apparel, dresses and home fashions were above the segment average for fiscal 2011.

Segment profit for fiscal 2011 increased to $352 million compared to $255 million in fiscal 2010. The impact of
foreign currency translation increased segment profit by $25 million in fiscal 2011 as compared to fiscal 2010. The
mark-to-market adjustment on inventory-related hedges reduced segment profit in fiscal 2011 by $7 million compared to
an immaterial impact in fiscal 2010. The unfavorable change in the mark-to-market adjustment of our inventory hedges
reduced fiscal 2011 segment margin by 0.3 percentage points. TJX Canada segment margin increased 2.2 percentage

points to 14.0% in fiscal 2011, compared to 11.8% in fiscal 2010. The segment margin improvement in fiscal 2011 was
driven by a strong improvement in merchandise margins.

Net sales increased 1% in fiscal 2010 as compared to fiscal 2009. Currency exchange translation reduced fiscal
2010 sales by approximately $62 million, or 3%, as compared to fiscal 2009. Same store sales were up 2% in fiscal 2010
compared to an increase of 3% in fiscal 2009. Same store sales of junior apparel, dresses, men’s apparel and footwear,
as well as HomeSense on a standalone basis, were above the segment average for fiscal 2010.

Segment profit for fiscal 2010 increased to $255 million compared to $236 million in fiscal 2009. The impact of
foreign currency translation decreased segment profit by $4 million, or 2%, in fiscal 2010 compared to fiscal 2009. The
mark-to-market adjustment on inventory related hedges did not have a material impact on segment profit in fiscal 2010
compared to fiscal 2009. Segment margin increased 0.8 percentage points to 11.8% in fiscal 2010, compared to 11.0%
in fiscal 2009, which was primarily due to an improvement in merchandise margins. Improvements in store payroll and
distribution costs as a percentage of net sales in fiscal 2010 due to operating efficiencies were offset by higher accruals
for performance-based incentive compensation as a result of operating performance well ahead of objectives.

As of the end of fiscal 2011, we operated three StyleSense stores which are included in the Winners totals in the
above table. We are bringing the Marshalls chain to Canada, with six stores scheduled to open in fiscal 2012. We believe
that Canada can ultimately support 90 to 100 Marshalls stores. We expect to add a net of 15 stores in Canada in fiscal
2012 (including the Marshalls stores) and plan to increase selling square footage by 5%.

TJX Europe

U.S. Dollars in millions

Net sales
Segment profit
Segment profit as a percentage of net sales
Percent (decrease) increase in same store sales
Stores in operation at end of period

T.K. Maxx
HomeSense

Total

Selling square footage at end of period (in thousands)

T.K. Maxx
HomeSense

Total

Fiscal Year Ended January

2011

2010

2009

$2,493.5
75.8
$

$2,275.4
$ 164.0

$2,242.1
$ 137.6

3.0%
(3)%

7.2%
5%

6.1%
4%

307
24

331

7,052
402

7,454

263
14

277

6,106
222

6,328

235
7

242

5,404
107

5,511

Net sales for TJX Europe increased in fiscal 2011 to $2.5 billion compared to $2.3 billion in fiscal 2010. Currency
translation negatively impacted the fiscal 2011 results, reducing net sales by $86 million. Same store sales were down
3% in fiscal 2011 compared to a 5% increase in fiscal 2010.

Segment profit decreased to $75.8 million for fiscal 2011, and segment profit margin decreased to 3.0%. We believe
that execution issues at TJX Europe were the primary reasons for below-plan sales and segment profit. We believe that
our expansion in Europe took management’s focus off of the proper execution of the fundamentals of our off-price
strategy and that as a result, consumers did not find the values they had come to expect at our stores. This led to same
store sales declines, reduced merchandise margins, as a result of increased markdowns, and the de-levering of
expenses. We intend to slow store growth for TJX Europe in fiscal 2012 and focus on correcting the execution issues.
Despite this setback, we remain confident that Europe holds significant growth potential for TJX.

Net sales for TJX Europe increased in fiscal 2010 to $2.3 billion compared to $2.2 billion in fiscal 2009. Currency
exchange rate translation reduced fiscal 2010 sales by approximately $252 million, or 11%, as compared to fiscal 2009.
Same store sales increased 5% for fiscal 2010 compared to a 4% increase in fiscal 2009. Segment profit for fiscal 2010
increased 19% to $164 million, and segment profit margin increased 1.1 percentage points to 7.2%. The increase in
segment margin for fiscal 2010 reflects improved merchandise margins and leverage of expenses on the 5% same store
sales increase, partially offset by costs of operations in Germany and Poland along with higher accruals for performance-
based incentive compensation in fiscal 2010. We also invested in strengthening our shared services infrastructure.

Foreign currency had an immaterial impact on fiscal 2010 segment profit, while segment profit for fiscal 2009 included a
favorable mark-to-market adjustment of $10 million, primarily relating to the conversion of Euros to Pound Sterling.

As stated above, we intend to slow our growth in fiscal 2012. We plan to open a net of 27 new T.K. Maxx stores in
Europe and to expand total TJX Europe selling square footage by 8%. This compares to a net increase of 54 stores and
an 18% increase in selling square footage in fiscal 2011.

General Corporate Expense:

Dollars in millions

General corporate expense

Fiscal Year Ended January
2011

2010

2009

$168.7

$166.4

$140.0

General corporate expense for segment reporting purposes represents those costs not specifically related to the
operations of our business segments and is included in selling, general and administrative expenses, except for the
mark-to-market adjustment on diesel fuel hedges, which is included in cost of sales. Fiscal 2011 general corporate
expense was relatively flat to the prior year. The slight increase in fiscal 2011 was due to increased investment in
corporate systems, management training programs and normal expense growth offsetting the effect of higher charitable
donations and incentive compensation incurred in fiscal 2010. The increase in general corporate expense in fiscal 2010
compared to fiscal 2009 was primarily due to an $18 million contribution to the TJX Foundation in fiscal 2010 and higher
performance-based incentive and benefit plan accruals, partially offset by benefits related to hedging activity.

L I Q U I D I T Y A N D C A P I T A L R E S O U R C E S

Operating Activities:

Net cash provided by operating activities was $1,976 million in fiscal 2011, $2,272 million in fiscal 2010 and
$1,155 million in fiscal 2009. The cash generated from operating activities in each of these fiscal years was largely due to
operating earnings.

Operating cash flows for fiscal 2011 decreased $295 million compared to fiscal 2010. Net income plus the non-cash
impact of depreciation and impairment charges provided cash of $1,897 million in fiscal 2011 compared to $1,659 in
fiscal 2010, an increase of $238 million. The change in merchandise inventory, net of the related change in accounts
payable, resulted in a use of cash of $48 million in fiscal 2011, compared to a source of cash of $345 million in fiscal 2010.
Although we continued to operate with leaner inventories throughout fiscal 2011, our strategy of being more aggressive
with managing inventories had a much greater impact on cash flows in fiscal 2010. In addition, the increase in inventory in
fiscal 2011 reflected our business growth, as well as a year-end increase in packaway merchandise to take advantage of
market opportunities. Changes in current income taxes payable/recoverable unfavorably impacted fiscal 2011 cash
flows, as compared to fiscal 2010, by $203 million due to the timing of tax payments. The change in accrued expenses
and other liabilities provided cash of $78 million in fiscal 2011 compared to cash provided of $31 million in fiscal 2010.

Operating cash flows for fiscal 2010 increased $1,117 million compared to fiscal 2009. Net income provided cash of
$1,214 million in fiscal 2010, an increase of $333 million over net income of $881 million in fiscal 2009. The change in
merchandise inventory, net of the related change in accounts payable, provided a source of cash of $345 million in fiscal
2010, compared to a $210 million use of cash in fiscal 2009. The reduction in inventory in fiscal 2010 was the result of the
ongoing implementation of our strategy of operating with leaner inventories and buying closer to need, which, in turn,
increased inventory turnover. Changes in current income taxes payable/recoverable increased cash in fiscal 2010 by
$191 million compared to a decrease in cash of $49 million in fiscal 2009. The change in prepaid expenses and other
current assets had a favorable impact on fiscal 2010 cash flows of $64 million, primarily due to the timing of February
rental payments. The change in accrued expenses and other liabilities provided cash of $31 million in fiscal 2010,
compared to a $35 million use of cash in fiscal 2009, reflecting higher accruals in fiscal 2010 for performance-based
incentive compensation, partially offset by increased funding of the pension plan. Partially offsetting these favorable
changes to fiscal 2010 operating cash flows was the change in the deferred income tax provision, which reduced cash
flows by $79 million compared to fiscal 2009 and the unfavorable impact of $61 million of all other items, which primarily
reflects unrealized gains on assets of the executive savings plan in fiscal 2010 versus unrealized losses in fiscal 2009.

Reserve for obligations of former operations: We have a reserve for the remaining future obligations of
businesses we have closed, sold or otherwise disposed of including, among others, Bob’s Stores and A.J. Wright. The

majority of these obligations relate to real estate leases associated with these businesses. The reserve balance was
$54.7 million at January 29, 2011 and $35.9 million at January 30, 2010. See Note C to the consolidated financial
statements for more information.

We may also be contingently liable on up to 13 leases of BJ’s Wholesale Club, a former TJX business, and up to
seven leases of Bob’s Stores, in addition to those included in the reserve. The reserve for former operations does not
reflect these leases because we do not believe that the likelihood of future liability to us is probable.

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 for which we have reserved, we have rarely had a claim with respect to assigned leases,
and accordingly, we do not expect that such leases will have a material 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 that could be triggered in the event that one or more of the current tenants do 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 of (i) leases of former operations not included in our reserve for
former operations and (ii) properties of our discontinued operations that we would expect to sublet, if the subtenants did
not fulfill their obligations, is approximately $75 million as of January 29, 2011. 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 other parties 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 fiscal 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
2011

2010

2009

$196.3
301.0
209.8

$127.8
206.8
94.7

$147.6
264.3
171.0

$707.1

$429.3

$582.9

We expect that capital expenditures will approximate $800 million to $825 million for fiscal 2012, which we expect to
fund through internally generated funds. Fiscal 2012 capital expenditures are expected to include $239 million for new
stores, $55 million of which is associated with converting the 90 A.J. Wright stores to other banners. Additionally,
$269 million is for our offices and distribution centers to support growth and $317 million is for store renovations.

We also purchased short-term investments that had initial maturities in excess of 90 days which, per our policy, are
not classified as cash on the balance sheets presented. In fiscal 2011, we purchased $120 million of such short-term
investments, compared to $279 million in fiscal 2010. Additionally, $180 million of such short-term investments were sold
or matured during fiscal 2011 compared to $153 million last year. No such short-term investments were held during fiscal
2009. Investing activities for fiscal 2009 also include cash flows associated with net investment hedges. During fiscal
2009, we suspended our policy of hedging the net investment in our foreign subsidiaries and settled such hedges during
the fourth quarter of that year. The net cash received on net investment hedges during fiscal 2009 amounted to
$14.4 million.

Financing Activities:

Cash flows from financing activities resulted in net cash outflows of $1,224 million in fiscal 2011, $584 million in fiscal

2010 and $769 million in fiscal 2009.

We spent $1,200 million to repurchase and retire 27.6 million shares of our stock in fiscal 2011, $950 million to
repurchase and retire 27.0 million shares in fiscal 2010 and $741 million to repurchase and retire 24.0 million shares in
fiscal 2009 under our stock repurchase programs. We record the purchase 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. During the third quarter of fiscal 2011, we completed the $1 billion stock repurchase program approved in
September 2009 and initiated another $1 billion stock repurchase program approved in February 2010. As of January 29,
2011, $594 million remained available for purchase under that program, and in February 2011, our Board of Directors
authorized an additional $1 billion stock repurchase program. We currently plan to repurchase approximately $1.2 billion
of stock under our stock repurchase programs in fiscal 2012. We determine the timing and amount of repurchases made
directly and under Rule 10b5-1 plans from time to time based on our assessment of various factors including anticipated
excess cash flow, liquidity, market conditions, the economic environment and prospects for the business and other
factors. The timing and amount of these purchases may change from our plans.

Cash flows from financing activities for fiscal 2010 include the net proceeds of $774 million from two debt offerings.
On April 7, 2009, we issued $375 million aggregate principal amount of 6.95% ten-year notes. Related to this
transaction, TJX called for the redemption of its zero coupon convertible subordinated notes, virtually all of which
were converted into 15.1 million shares of common stock. We used the proceeds of the 6.95% notes to repurchase
additional shares of common stock under our stock repurchase program. On July 23, 2009, we issued $400 million
aggregate principal amount of 4.20% six-year notes. We used a portion of the proceeds of this offering to refinance our
C$235 million term credit facility on August 10, 2009, prior to its scheduled maturity, and used the remainder, together
with funds from operations, to pay our 7.45% notes on their scheduled maturity of December 15, 2009.

We declared quarterly dividends on our common stock which totaled $0.60 per share in fiscal 2011, $0.48 per share
in fiscal 2010 and $0.44 per share in fiscal 2009. Cash payments for dividends on our common stock totaled $229 million
in fiscal 2011, $198 million in fiscal 2010 and $177 million in fiscal 2009. We announced our intention to increase the
quarterly dividend on our common stock to $0.19 per share, effective with the dividend payable in June 2011, subject to
the approval of our Board of Directors. Financing activities also included proceeds from the exercise of employee stock
options of $176 million in fiscal 2011, $170 million in fiscal 2010 and $142 million in fiscal 2009.

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. As of January 29, 2011, we had a
$500 million revolving credit facility maturing in May 2013 and a $500 million revolving credit facility maturing in May 2011.
The three-year agreement maturing in May 2013 was entered into in May 2010 to replace a similar agreement that
matured at that time. The three-year agreement requires the payment of 17.5 basis points annually on the unused
committed amount. The agreement maturing in May 2011 requires the payment of six basis points annually on the
committed amount (whether used or unused). Both of these agreements have no compensating balance requirements;
contain various covenants, including a requirement of a specified ratio of debt to earnings and serve as back up to TJX’s
commercial paper program. The availability under our revolving credit facilities was $1 billion at January 29, 2011 and
January 30, 2010, and we had no borrowings outstanding at those dates under these agreements. We believe existing
cash balances, internally-generated funds and our revolving credit facilities will meet our future operating needs. The
maximum amount of our U.S. short-term borrowings outstanding was $165 million during fiscal 2010. There were no
U.S. short-term borrowings outstanding during fiscal 2011.

As of January 29, 2011 and January 30, 2010, TJX’s foreign subsidiaries had uncommitted credit facilities. TJX
Canada had two credit lines, a C$10 million facility for operating expenses and a C$10 million letter of credit facility. As of
January 29, 2011 and January 30, 2010, there were no amounts outstanding on the Canadian credit line for operating
expenses. As of January 29, 2011, TJX Europe had a credit line of £20 million. There were no outstanding borrowings on
this European credit line as of January 29, 2011 or January 30, 2010.

We believe that internally-generated funds and our current credit facilities will adequately meet our operating, debt
and capital needs for at least the next twelve months. See Note K to the consolidated financial statements for further
information regarding our long-term debt and other financing sources.

Contractual obligations: As of January 29, 2011, 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):

Tabular Disclosure of Contractual Obligations

Total

Payments Due by Period

Less Than
1 Year

1-3
Years

3-5
Years

More Than
5 Years

Long-term debt obligations

including estimated interest and
current installments

Operating lease commitments
Capital lease obligation
Purchase obligations

$ 1,092,963
6,800,093
19,219
2,673,988

42,863
1,092,709
3,897
2,635,019

85,725
1,938,020
7,824
34,976

$ 485,701
1,464,690
7,498
3,993

$ 478,674
2,304,674
—
—

Total Obligations

$10,586,263

$3,774,488

$2,066,545

$1,961,882

$2,783,348

The long-term debt obligations above include estimated interest costs. The lease commitments in the above table
are for minimum rent and do not include costs for insurance, real estate taxes, other operating expenses and, in some
cases, rentals based on a percentage of sales; these items totaled approximately one-third of the total minimum rent for
the fiscal year ended January 29, 2011.

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

We also have long-term liabilities which include $209.0 million for employee compensation and benefits, the majority
of which will come due beyond five years, $165.3 million for accrued rent, the cash flow requirements of which are
included in the lease commitments in the above table, and $179.8 million for uncertain tax positions for which it is not
reasonably possible for us to predict when they may be paid.

C R I T I C A L A C C O U N T I N G P O L I C I E S

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in
the United States (U.S. GAAP) which require us to make certain estimates and judgments that impact our reported
results. These judgments and estimates are based on historical experience and other factors which we continually review
and believe are reasonable. We consider our most critical accounting policies, involving management estimates and
judgments, to be those relating to the areas described below.

Inventory valuation: We use the retail method for valuing inventory, which results in a weighted average cost.
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 we believe the retail
method results in a more conservative inventory valuation than other inventory accounting methods. It involves
management estimates with regard to markdowns and inventory shrinkage. Under the retail method, permanent
markdowns are reflected in inventory valuation when the price of an item is reduced. Typically, a significant area of
judgment in the retail method is the amount and timing of permanent markdowns. However, as a normal business
practice, we have a specific policy as to when and how markdowns are to be taken, greatly reducing management’s
discretion and the need for management estimates as to markdowns. Inventory shrinkage requires estimating a
shrinkage rate for interim periods, but we take a full physical
inventory near the fiscal year end to determine
shrinkage at year end. Thus, actual and estimated amounts of shrinkage may differ in quarterly results, but the
difference is typically not a significant factor in full year results. Overall, we believe that the retail method, coupled with our
disciplined permanent markdown policy and the 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 that ultimately affect the value of inventory. We have generally not entered into such
arrangements with our vendors in our continuing operations.

Impairment of long-lived assets: We evaluate the recoverability of the carrying value of our long-lived assets at
least annually and whenever events or circumstances occur that would indicate that the carrying amounts of those

assets are not recoverable. Significant judgment is involved in projecting the cash flows of individual stores, as well as our
business units, which involve a number of factors including historical trends, recent performance and general economic
assumptions. If we determine that an impairment of long-lived assets has occurred, we record an impairment charge
equal to the excess of the carrying value of those assets over the estimated fair value of the assets. We believe as of
January 29, 2011 that the carrying value of our long-lived assets was appropriate.

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. When the market performance
of our plan assets, discount rates or other factors have a negative impact on the funded status of our plan, we may make
contributions to the plan in excess of mandatory funding requirements. In fiscal 2011 we funded our qualified pension
plan with a voluntary contribution of $100 million.

Share-based compensation: In accordance with U.S. GAAP, we estimate the fair value of stock awards issued to
employees and directors under our stock incentive plan. The fair value of the awards is amortized as “share-based
compensation” over the vesting periods during which the recipients are required to provide service. We use the Black-
Scholes option pricing model for determining the fair value of stock options granted, which requires management to
make significant judgments and estimates. The use of different assumptions and estimates could have a material impact
on the estimated fair value of stock option grants and the related compensation cost.

Casualty insurance: In fiscal 2008, we initiated a fixed premium program for our casualty insurance. Previously, our
casualty insurance program required us to estimate the total claims we would 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 judgments and assumptions, and actual results could differ from these estimates. A large
portion of these claims is funded with a non-refundable payment during the policy year, offsetting our estimated claims
accrual. We had a net accrual of $14.2 million for the unfunded portion of our casualty insurance program as of January 29,
2011.

Income taxes: Like many large corporations, our income tax returns are regularly audited by federal, state and local tax
authorities in the United States and in foreign countries where we operate. Such authorities may challenge positions we take,
and we are engaged in various proceedings with such authorities with respect to assessments, claims, deficiencies and
refunds. In accordance with U.S. GAAP, we evaluate uncertain tax positions based on our understanding of the facts,
circumstances and information available at the reporting date, and we accrue for exposure when we believe that it is more
likely than not, based on the technical merits, that the positions will not be sustained upon examination. However, it is possible
that amounts accrued or paid as the result of the final resolutions of examinations, judicial or administrative proceedings,
changes in facts or law, expirations of statute of limitations in specific jurisdictions or other resolutions of, or changes in, tax
positions, will differ either positively or negatively from the amounts we have accrued, and may result in accruals or payments
for periods not currently under examination or for which no claims have been made. It is possible that such final resolutions or
changes in accruals could have a material adverse impact on the results of operations of the period in which an examination or
proceeding is resolved or in the period in which a changed outcome becomes probable and reasonably estimable.

Reserves for Computer Intrusion related costs and for former operations: As discussed in Notes B and C to the
consolidated financial statements and elsewhere in the Management’s Discussion and Analysis, we have reserves for
probable losses arising out of the Computer Intrusion and for future obligations of former operations, primarily real estate
incur in connection with the
leases. We must make estimates and assumptions about the costs and expenses we will
Computer Intrusion and in connection with the future obligations of our former operations. The leases relating to A.J. Wright
and other former businesses are long-term obligations, and the estimated cost to us involves numerous estimates and
assumptions including when and on what terms we will assign the lease, or sublease the leased properties, whether and for
how long we remain obligated with respect to particular leases, the extent to which assignees or subtenants will fulfill our
financial and other obligations under the leases, how particular obligations may ultimately be settled and what mitigating
factors, including indemnification, may exist to any liability we may have. We develop these assumptions based on past
experience and evaluation of various potential outcomes and the circumstances surrounding each situation and location. We

believe that our reserves are reasonable estimates of the most likely outcomes of the future obligations arising out of the
Computer Intrusion and the future obligations of our former operations and should be adequate to cover the ultimate costs we
will incur. However, actual results may differ from our current estimates, and we may decrease or increase the amount of our
reserves to adjust for future developments relating to the underlying assumptions and other factors, although we do not
expect any such differences to be material to our results of operations.

Loss contingencies: Certain conditions may exist as of the date the financial statements are issued that may result in a
loss to us but will not be resolved until one or more future events occur or fail to occur. Our management, with the assistance of
our legal counsel, assesses such contingent liabilities. Such assessments inherently involve the 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 reasonably estimated, we will accrue for the estimated liability 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
reasonably estimated, 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 reasonably estimable.

R E C E N T A C C O U N T I N G P R O N O U N C E M E N T S

See Note A to our consolidated financial statements included in this annual report for recently issued accounting

standards, including the expected dates of adoption and estimated effects on our consolidated financial statements.

I T E M 7 A . Q U A N T I TAT I V E A N D Q U A L I TAT I V E D I S C L O S U R E A B O U T M A R K E T R I S K

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

F O R E I G N C U R R E N C Y E X C H A N G E R I S K

We are exposed to foreign currency exchange rate risk on our investment in our Canadian and European operations on
the translation of these foreign operations into the U.S. dollar and on purchases of goods in currencies that are not the local
currencies of stores where the goods are sold. As more fully described in Note F to our consolidated financial statements, we
hedge a portion of our intercompany transactions with foreign operations and certain merchandise purchase commitments
incurred by these operations with derivative financial instruments. We enter into derivative contracts only for the purpose of
hedging an underlying economic exposure. We utilize currency forward and swap contracts, designed to offset the gains or
losses in the underlying exposures. 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 well as the translation of our foreign operations into our reporting currency. As of January 29, 2011, the analysis
indicated that such an adverse movement would not have a material effect on our consolidated financial position but could
have reduced our pre-tax income for fiscal 2011 by approximately $43 million.

I N T E R E S T R A T E R I S K

Our cash equivalents, short-term investments and certain lines of credit bear variable interest rates. Changes in interest
rates affect interest earned and paid by us. In addition, changes in the gross amount of our borrowings and future changes in
interest rates will affect our future interest expense. We periodically enter into financial instruments to manage our cost of
borrowing; however, we believe that fixed interest rates on most of our debt minimizes our exposure to changes in market
conditions. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in interest rates applied
to our maximum variable rate debt outstanding, and to our cash and cash equivalents and short-term investments as of
January 29, 2011. The analysis indicated that such an adverse movement as of that date would not have had a material effect
on our consolidated financial position, results of operations or cash flows.

E Q U I T Y P R I C E R I S K

The assets of our qualified pension plan, a large portion of which are equity securities, are subject to the risks and
uncertainties of the financial markets. We invest the pension assets in a manner that attempts to minimize and control our
exposure to market uncertainties. Investments, in general, are exposed to various risks, such as interest rate, credit, and
overall market volatility risks. A significant decline in the financial markets can adversely affect the value of our pension plan
assets and the funded status of our pension plan, resulting in increased contributions to the plan.

I T E M 8 . F I N A N C I A L S TAT E M E N T S A N D S U P P L E M E N TA R Y 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.

I T E M 9 . C H A N G E S I N A N D D I S A G R E E M E N T S W I T H A C C O U N TA N T S O N
A C C O U N T I N G A N D F I N A N C I A L D I S C L O S U R E

Not applicable.

I T E M 9 A . C O N T R O L S A N D P R O C E D U R E S

(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,
financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management
recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit
relationship of implementing controls and procedures.

including our principal executive and principal

(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 2011 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.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing
similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. GAAP and includes those policies and procedures that:

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

dispositions of the assets of TJX;

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

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

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

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 designed 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 our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of
January 29, 2011 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 29, 2011.

(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 29, 2011, and has issued an attestation report on the effectiveness of our internal control over financial reporting
included herein.

I T E M 9 B . O T H E R I N F O R M AT I O N

Not applicable.

Part III

I T E M 1 0 . D I R E C T O R S , E X E C U T I V E O F F I C E R S A N D C O R P O R AT E G O V E R N A N C E

The following are the executive officers of TJX as of March 29, 2011:

Name

Age

Office and Employment During Last Five Years

Bernard Cammarata

Ernie Herrman

Michael MacMillan

Carol Meyrowitz

Jeffrey G. Naylor

Jerome Rossi

Nan Stutz

Paul Sweetenham

Chairman of the Board since 1999. Acting Chief Executive Officer from September
2005 to January 2007 and Chief Executive Officer from 1989 to 2000. Led TJX and
its former TJX subsidiary and T.J. Maxx Division from the organization of the business
in 1976 until 2000, including serving as Chief Executive Officer and President of TJX,
Chairman and President of TJX’s T.J. Maxx Division, and Chairman of The Marmaxx
Group.
President since January 2011, Senior Executive Vice President, Group President from
August 2008 to January 2011. Senior Executive Vice President since January 2007
and President, Marmaxx from January 2005 to August 2008. Senior Executive Vice
President, Chief Operating Officer, Marmaxx from 2004 to 2005. Executive Vice
President, Merchandising, Marmaxx from 2001 to 2004. Various merchandising
positions with TJX since joining in 1989.
Senior Executive Vice President, Group President since February 2011. President
Marmaxx from August 2008 to January 2011. President, Winners Merchants
International (WMI) from June 2003 to August 2008, Executive Vice President, WMI
from 2000 to 2003. Various finance positions with TJX since joining in 1985.
Chief Executive Officer since January 2007, Director since September 2006 and
President from October 2005 to January 2011. Consultant to TJX from January 2005
to October 2005. Senior Executive Vice President from March 2004 to January 2005.
President of Marmaxx from 2001 to January 2005. Executive Vice President of TJX
from 2001 to 2004.
Senior Executive Vice President, Chief Financial and Administrative Officer since
February 2009. Senior Executive Vice President, Chief Administrative and Business
Development Officer, June 2007 to February 2009. Chief Financial and Administrative
Officer, September 2006 to June 2007. Senior Executive Vice President, Chief
Financial Officer, from March 2004 to September 2006, Executive Vice President,
Chief Financial Officer effective February 2004.
Senior Executive Vice President, Group President, 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 since February 2011. Group
President from 2010 to 2011. President, HomeGoods from 2007 to 2010, Executive
Vice President, Merchandise and Marketing from 2006 to 2007 and Senior Vice
President, Merchandise and Marketing from 2005 to 2006. Various merchandising
positions with Marmaxx and HomeGoods since 1996.
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.

The executive officers hold office until the next annual meeting of the Board in June 2011 and until their successors are

elected 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 29, 2011 (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
“Beneficial Ownership” in our Proxy Statement, which sections are incorporated in this item by reference.

TJX has a Code of Ethics for TJX Executives governing its Chairman, Chief Executive Officer, President, Chief Financial
and Administrative 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 its 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 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 1 1 . E X E C U T I V E C O M P E N 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.

I T E M 1 2 . S E C U R I T Y O W N E R S H I P O F C E R TA I N B E N E F I C I A L O W N E R S A N D
M A N A G E M E N T A N D R E L AT E D S T O C K H O L D E R M AT T E R 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 1 3 . C E R TA I N R E L AT I O N S H I P S A N D R E L AT E D T R A N S A C T I O N S , A N D
D I R E C T O R I N D E P E N D E N 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.

I T E M 1 4 . P R I N C I PA L A C C O U N TA N T F E E S A N D S E R V I C E S

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 E M 1 5 . E X H I B I T S , F I N A N C I A L S TAT E M E N T S C H E D U L E S

(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 29, 2011

Fiscal Year Ended January 30, 2010

Fiscal Year Ended January 31, 2009

Reserves Related to Former Operations :

Fiscal Year Ended January 29, 2011

Fiscal Year Ended January 30, 2010

Fiscal Year Ended January 31, 2009

Casualty Insurance Reserve:

Fiscal Year Ended January 29, 2011

Fiscal Year Ended January 30, 2010

Fiscal Year Ended January 31, 2009

Computer Intrusion Reserve:

Fiscal Year Ended January 29, 2011

Fiscal Year Ended January 30, 2010

Fiscal Year Ended January 31, 2009

Balance
Beginning
of Period

Amounts
Charged to
Net Income

Write-Offs
Against
Reserve

Balance
End of
Period

$ 16,855

$1,051,999

$1,051,703

$17,151

$ 14,006

$1,015,470

$1,012,621

$16,855

$ 15,298

$ 934,017

$ 935,309

$14,006

$ 35,897

$ 40,564

$ 46,076

$ 17,116

$ 20,759

$ 26,373

$ 23,481

$ 42,211

$117,266

32,575

1,761

1,820

(555)

1,093

1,232

13,777

$54,695

6,428

$35,897

7,332

$40,564

2,320

$14,241

4,736

$17,116

6,846

$20,759

(1,550)

4,591

$17,340

— $

18,730

$23,481

(13,000)

62,055

$42,211

(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 Exchange Act.

Exhibit
No.

3(i).1

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.

3(ii).1 By-laws of TJX, as amended, are incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed on

4.1

4.2

4.3

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

September 22, 2009.
Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009, incorporated by
reference to Exhibit 4.1 of the Registration Statement on Form S-3 filed on April 2, 2009.
First Supplemental Indenture between TJX and U.S. Bank National Association dated as of April 7, 2009,
incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 7, 2009.
Second Supplemental Indenture between TJX and U.S. Bank National Association dated as of July 23,
2009, incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed on July 23, 2009.
The Employment Agreement dated as of June 2, 2009 between Bernard Cammarata and TJX is
incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended May 1, 2010.*
The Employment Agreement dated as of February 1, 2009 between Carol Meyrowitz and TJX is
incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended May 1, 2010.
The Employment Agreement dated January 28, 2011 between Carol Meyrowitz and TJX is filed herewith.*
The Employment Agreement dated as of April 5, 2008 between Jeffrey Naylor and TJX is incorporated
herein by reference to Exhibit 10.4 to the Form 10-Q filed for the quarter ended May 1, 2010. The
Amendment to Employment Agreement dated April 21, 2009 between Jeffrey Naylor and TJX is
incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed on April 24, 2009. The Employment
Agreement dated January 28, 2011 between Jeffrey Naylor and TJX is filed herewith.*
The Employment Agreement dated as of January 29, 2010 between Ernie Herrman and TJX is incorporated
herein by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter ended May 1, 2010. The
Amended and Restated Employment Agreement dated January 28, 2011 between Ernie Herrman and TJX
is filed herewith.*
The Form of 409A Amendment to Employment Agreements for the named executive officers is incorporated
herein by reference to Exhibit 10.9 to the Form 10-K filed for the fiscal year ended January 31, 2009.*
The Employment Agreement dated as of January 29, 2010 between Jerome Rossi and TJX is incorporated
herein by reference to Exhibit 10.6 to the Form 10-Q filed for the quarter ended May 1, 2010.*
The Employment Agreement dated as of January 29, 2010 between and among Paul Sweetenham, TJX
UK, and TJX is incorporated herein by reference to Exhibit 10.7 to the Form 10-Q filed for the quarter
ended May 1, 2010. The letter agreement dated November 29, 2010 between and among Paul
Sweetenham, TJX UK, and TJX is filed herewith.*
The Employment Agreement dated January 28, 2011 between Michael MacMillan and TJX is filed
herewith.*
The Amended and Restated Employment Agreement dated January 28, 2011 between Nan Stutz and TJX
is filed herewith.*

10.10 The Management Incentive Plan, as amended and restated effective as of March 5, 2010, is incorporated
herein by reference to Exhibit 10.11 to the Form 10-Q filed for the quarter ended May 1, 2010.*

10.11 The Stock Incentive Plan (2009 Restatement), as amended through June 2, 2009, is incorporated herein by

reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended August 1, 2009.*

10.12 The Stock Incentive Plan Rules for UK Employees, as amended April 7, 2009, is incorporated herein by

reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ending July 31, 2010.*

10.13 The Form of Non-Qualified Stock Option Certificate Granted Under the Stock Incentive Plan as of

September 17, 2009 is incorporated herein by reference to Exhibit 12.1 to the Form 10-Q filed for the
quarter ended October 31, 2009. The Form of Non-Qualified Stock Option Terms and Conditions Granted
Under the Stock Incentive Plan as of September 17, 2009 is incorporated herein by reference to
Exhibit 12.2 to the Form 10-Q filed for the quarter ended October 31, 2009. The Form of Non-Qualified
Stock Option Certificate Granted Under the Stock Incentive Plan as of September 9, 2010 is incorporated
herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 30, 2010.*

Exhibit
No.

Description of Exhibit

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

incorporated herein by reference to Exhibit 10.13 to the Form 10-K filed for the fiscal year ended
January 30, 2010.*

10.15 The Form of Performance-Based Deferred Stock Award Granted Under the Stock Incentive Plan is

incorporated herein by reference to Exhibit 10.14 to the Form 10-K filed for the fiscal year ended
January 30, 2010.*

10.16 Description of Director Compensation Arrangements is filed herewith.*
10.17 The Long Range Performance Incentive Plan, as amended through April 5, 2007, is incorporated herein by

reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended April 28, 2007. The 409A
Amendment to the Long Range Performance Incentive Plan, effective as of January 1, 2008, is
incorporated herein by reference to Exhibit 10.16 to the Form 10-K filed for the fiscal year ended
January 31, 2009. The Long Range Performance Incentive Plan, as amended and restated effective as of
March 5, 2010, is filed herewith.*

10.18 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. The related Fifth Amendment, effective January 1, 2008 is incorporated
herein by reference to Exhibit 10.17 to the Form 10-K filed the fiscal year ended January 31, 2009.*

10.19 The Supplemental Executive Retirement Plan (2008 Restatement) is incorporated herein by reference to

Exhibit 10.18 to the Form 10-K filed for the fiscal year ended January 31, 2009.*

10.20 The Executive Savings Plan (2010 Restatement) is incorporated herein by reference to Exhibit 10.14 to the

Form 10-Q filed for the quarter ended May 1, 2010.*

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

31.1

31.2

32.1

32.2

101

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.*
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.
The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the year ended
January 29, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated
Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows,
(iv) the Consolidated Statement of Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements.

* 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.

By /s/

JEFFREY G. NAYLOR

Jeffrey G. Naylor, Chief Financial and
Administrative Officer
(Principal Financial and Accounting Officer)

Dated: March 29, 2011

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, Chief Executive Officer and Director
(Principal Executive Officer)

JEFFREY G. NAYLOR*
Jeffrey G. Naylor, Chief Financial and Administrative
Officer (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

MICHAEL F. HINES*
Michael F. Hines, Director

AMY B. LANE*
Amy B. Lane, Director

JOHN F. O’BRIEN*
John F. O’Brien, 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

FLETCHER H. WILEY*
Fletcher H. Wiley, Director

Dated: March 29, 2011

*BY /S/ JEFFREY G. NAYLOR

Jeffrey G. Naylor
for himself and as attorney-in-fact

The TJX Companies, Inc.

I N D E X T O C O N S O L I D AT E D F I N A N C I A L S T A T E M E N T S

For Fiscal Years Ended January 29, 2011, January 30, 2010 and January 31, 2009

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Consolidated Financial Statements:

Consolidated Statements of Income for the fiscal years ended January 29, 2011, January 30, 2010 and

January 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Balance Sheets as of January 29, 2011 and January 30, 2010 . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Cash Flows for the fiscal years ended January 29, 2011, January 30, 2010 and

January 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5

Consolidated Statements of Shareholders’ Equity for the fiscal years ended January 29, 2011, January 30,

2010 and January 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 (the “Company”) as of January 29, 2011
and January 30, 2010, and the results of their operations and their cash flows for each of the three years in the period
ended January 29, 2011 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 29, 2011, 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 the 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 circumstances. We believe
that our audits provide a reasonable basis for our opinions.

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.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 29, 2011

F-2

The TJX Companies, Inc.

C O N S O L I D A T E D S T AT E M E N T S O F I N C O M E

Amounts in thousands
except per share amounts

Net sales
Cost of sales, including buying and occupancy costs

Selling, general and administrative expenses

Provision (credit) for Computer Intrusion related costs
Interest expense, net

Income from continuing operations before provision for income

taxes

Provision for income taxes

Income from continuing operations
Gain (loss) from discontinued operations, net of income taxes

Net income

Basic earnings per share:

Income from continuing operations

Gain (loss) from discontinued operations, net of income taxes
Net income

Weighted average common shares—basic

Diluted earnings per share:

Income from continuing operations

Gain (loss) from discontinued operations, net of income taxes
Net income

Weighted average common shares—diluted

Cash dividends declared per share

Fiscal Year Ended

January 29,
2011

January 30,
2010

January 31,
2009
(53 weeks)

$21,942,193
16,040,461

$20,288,444
14,968,429

$18,999,505
14,429,185

3,710,053

3,328,944

3,135,589

(11,550)
39,137

—
39,509

(30,500)
14,291

2,164,092
824,562

1,339,530
3,611

1,951,562
737,990

1,213,572
—

$ 1,343,141

$ 1,213,572

1,450,940
536,054

914,886
(34,269)

880,617

2.18

(0.08)
2.10

2.90

— $
$

2.90

3.35

0.01
3.36

$
$

400,145

417,796

419,076

3.30

$
— $
$

3.30

2.84

— $
$

2.84

2.08

(0.08)
2.00

406,413

427,619

442,255

0.60

0.48

0.44

$
$

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

F-3

The TJX Companies, Inc.

C O N S O L I D A T E D B A L A N C E S H E E T S

In thousands

ASSETS
Current assets:

Cash and cash equivalents
Short-term investments
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 $21,591 and

$19,357, 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 current 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 389,657,340 and 409,386,126, 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 29,
2011

January 30,
2010

$1,741,751
76,261
200,147
2,765,464
249,832
66,072

$1,614,607
130,636
148,126
2,532,318
255,707
122,462

5,099,527

4,803,856

320,633
2,112,151
3,256,446

5,689,230
3,239,429

281,527
1,930,977
3,087,419

5,299,923
3,026,041

2,449,801

2,273,882

10,981
231,518
179,936

13,215
193,230
179,794

$7,971,763

$7,463,977

2,727
1,683,929
1,347,951
98,514

3,133,121
709,321
241,905
13,117
774,400
—

2,355
1,507,892
1,248,002
136,737

2,894,986
697,099
192,447
15,844
774,325
—

389,657
—
(91,755)
2,801,997
3,099,899

409,386
—
(134,124)
2,614,014
2,889,276

$7,971,763

$7,463,977

The TJX Companies, Inc.

C O N S O L I D A T E D S T AT E M E N T S O F C A S H F L O W S

In thousands

Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash provided by

operating activities:

Depreciation and amortization

Assets of discontinued operations sold
Loss on property disposals and impairment charges

Deferred income tax provision
Share-based compensation

Fiscal Year Ended

January 29,
2011

January 30,
2010

January 31,
2009
(53 weeks)

$ 1,343,141

$1,213,572

$ 880,617

458,052

435,218

401,707

—
96,073

50,641
58,804

—
10,270

53,155
55,145

31,328
23,903

132,480
51,229

(18,879)

(8,245)

(68,489)
(118,830)

(141,580)

(34,525)
(10,488)

Excess tax benefits from share-based compensation

(28,095)

(17,494)

Changes in assets and liabilities:

(Increase) in accounts receivable

Decrease (increase) in merchandise inventories
Decrease (increase) in prepaid expenses and other current assets

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses and other liabilities
(Decrease) increase in income taxes payable

(23,587)

(211,823)
495

163,823

77,846
(11,801)

(1,862)

147,805
21,219

197,496

31,046
152,851

Other
Net cash provided by operating activities

Cash flows from investing activities:

Property additions

Proceeds to settle net investment hedges
Purchase of short-term investments

Sales and maturities of short-term investments
Other
Net cash (used in) investing activities

Cash flows from financing activities:

Proceeds from issuance of long-term debt

Principal payments on current portion of long-term debt

Cash payments for debt issuance expenses
Payments on capital lease obligation

Cash payments for repurchase of common stock
Proceeds from issuance of common stock

Excess tax benefits from share-based compensation

Cash dividends paid
Net cash (used in) financing activities
Effect of exchange rate changes on cash
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

2,912
1,976,481

(26,495)
2,271,926

34,344
1,154,572

(707,134)

—
(119,530)

180,116
(1,065)
(647,613)

—

(3,118)
(2,355)

(1,193,380)
176,159

28,095

(229,329)
(1,223,928)
22,204
127,144
1,614,607
$ 1,741,751

(429,282)

—
(278,692)

153,275
(5,578)
(560,277)

774,263

(393,573)

(7,202)
(2,174)

(944,762)
169,862

17,494

(582,932)

14,379
—

—
(34)
(568,587)

—

—
(2,008)

(751,097)
142,154

18,879

(197,662)
(583,754)
33,185
1,161,080
453,527
$1,614,607

(176,749)
(768,821)
(96,249)
(279,085)
732,612
$ 453,527

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

F-5

The TJX Companies, Inc.

C O N S O L I D A T E D S T AT E M E N T S O F S H A R E H O L D E R S ’ E Q U I T Y

In thousands

Balance, January 26, 2008
Comprehensive income:

Net income
(Loss) due to foreign currency translation

adjustments

Gain on net investment hedge contracts
Recognition of prior service cost and deferred

gains

Recognition of unfunded post retirement

obligations

Amount of cash flow hedge reclassified from

other comprehensive income to net income

Total comprehensive income

Cash dividends declared on common stock
Recognition of share-based compensation
Issuance of common stock upon conversion of

convertible debt

Stock options repurchased by TJX
Issuance of common stock under stock
incentive plan and related tax effect

Common stock repurchased

Balance, January 31, 2009
Comprehensive income:

Net income
Gain due to foreign currency translation

adjustments

Recognition of prior service cost and deferred

gains

Recognition of unfunded post retirement

obligations

Total comprehensive income

Cash dividends declared on common stock
Recognition of share-based compensation
Issuance of common stock upon conversion of

convertible debt

Issuance of common stock under stock
incentive plan and related tax effect

Common stock repurchased

Balance, January 30, 2010
Comprehensive income:

Net income
Gain due to foreign currency translation

adjustments

Recognition of prior service cost and deferred

gains

Recognition of unfunded post retirement

obligations

Total comprehensive income

Cash dividends declared on common stock
Recognition of share-based compensation
Issuance of common stock under stock
incentive plan and related tax effect

Common stock repurchased

Balance, January 29, 2011

Common Stock
Par Value
$1

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings

Total

427,950 $427,950 $

—

—
—

—

—
—

—

—
—

—

—
—

1,717
—

—

—
—

—

—
51,229

39,326
(987)

7,439
(24,284)

147,858
(237,426)

412,822

—

—
—

—

—
—

—

—
55,145

15,094

349,994

8,329
(26,859)

175,180
(580,319)

409,386

—

—
—

—

—
—

—

—
58,804

7,713
(27,442)

190,979
(249,783)

$ (28,685) $1,731,980 $ 2,131,245

—

880,617

(171,225)
68,816

(1,206)

(86,158)

677

—
—

—

(183,694)
—

(171,225)
68,816

(1,206)

(86,158)

677
691,521
(183,694)
51,229

—
—

41,043
(987)

—
(489,387)

155,297
(751,097)

(217,781)

1,939,516

2,134,557

— 1,213,572

1,213,572

76,678

8,191

(1,212)

—
—

—

—
—

—

(201,490)
—

76,678

8,191

(1,212)
1,297,229
(201,490)
55,145

—

365,088

—
(337,584)

183,509
(944,762)

(134,124)

2,614,014

2,889,276

— 1,343,141

1,343,141

38,325

5,219

(1,175)

—
—

—

(239,003)
—

38,325

5,219

(1,175)
1,385,510
(239,003)
58,804

—
(916,155)

198,692
(1,193,380)

389,657 $389,657 $

—

$ (91,755) $2,801,997 $ 3,099,899

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

F-6

The TJX Companies, Inc.

N O T E S T O C O N S O L I D AT E D F I N A N C I A L S T A T E M E N T S

Note A. Summary of Accounting Policies

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

Fiscal Year: During fiscal 2010, TJX amended its bylaws to change its fiscal year end to the Saturday nearest to the last
day of January of each year. Previously TJX’s fiscal year ended on the last Saturday of January. The fiscal years ended
January 29, 2011 (fiscal 2011) and January 30, 2010 (fiscal 2010) included 52 weeks, while the fiscal year ended January 31,
2009 (fiscal 2009) included 53 weeks. This change shifted the timing of TJX’s next 53 week fiscal year to the fiscal year ending
February 2, 2013.

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

Use of Estimates: The preparation of the TJX financial statements, in conformity with accounting principles generally
accepted in the United States of America (U.S. GAAP), 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 its accounting policies
relating to inventory valuation, impairments of long-lived assets, retirement obligations, share-based compensation, casualty
insurance, income taxes, reserves for Computer Intrusion related costs, disposal activity and discontinued operations, and
loss contingencies to be the most significant accounting policies that involve management estimates and judgments. 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 customers use the cards to acquire merchandise. Based on historical experience, we estimate the amount of store cards
that will not be redeemed (“store card 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 in fiscal 2011,
$7.8 million in fiscal 2010 and $10.7 million in fiscal 2009.

Consolidated Statements of Income Classifications: Cost of sales, including buying and occupancy costs, includes
the cost of merchandise sold and gains and losses on inventory and fuel-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 administrative
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. Investments with maturities greater than three months but less than one year at
the date of purchase are included in short-term investments. Our investments are primarily high-grade commercial paper,
institutional money market funds and time deposits with major banks. At January 29, 2011, the Company had $14.6 million of
restricted cash, all of which is reported in other assets on the consolidated balance sheets. The restricted cash serves as
collateral that provides financial assurance that the Company will fulfill its obligations with respect to certain leases in Europe.
The cash is held in an escrow account and is restricted as to withdrawal or use for a term as long as the underlying lease.

Merchandise Inventories: Inventories are stated at the lower of cost or market. TJX uses the retail method for valuing
inventories which results in a weighted average cost. We 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

F-7

obligations at the time inventory is shipped. At January 29, 2011 and January 30, 2010, in-transit inventory included in
merchandise inventories was $445.7 million and $396.8 million, respectively. Comparable amounts were reflected in accounts
payable at those dates.

Common Stock and Equity: Equity transactions consist primarily of the repurchase by TJX of its common stock under
its stock repurchase programs and the recognition of compensation expense and issuance of common stock under TJX’s
stock incentive plan. In fiscal 2010, we also issued shares upon conversion of convertible notes that were called for
redemption, discussed in Note K. 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 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 in any of the years presented.
All shares repurchased have been retired.

Shares issued under TJX’s 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
benefits greater than the deferred tax assets created at the time of expensing the options are credited to APIC; any
deficiencies in the tax benefits are debited to APIC to the extent a pool for such deficiencies exists. In the absence of a pool any
deficiencies are realized in the related periods’ statements of income through the provision for income taxes. Any excess
income tax benefits 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 awards are amortized into earnings over the related
vesting periods. Upon the call of our convertible notes most holders of the notes converted them into TJX common stock.
When converted the face value of the convertible notes less unamortized debt discount was relieved, common stock was
credited with the par value of the shares issued, and the excess of the carrying value of the convertible notes over par was
added to APIC.

Share-Based Compensation: TJX accounts for share-based compensation in accordance with U.S. GAAP whereby it
estimates the fair value of each option grant on the date of grant using the Black-Scholes option pricing model. See Note I for a
detailed discussion of share-based compensation.

Interest: TJX’s interest expense is presented as a net amount. The following is a summary of net interest expense:

Dollars in thousands

Interest expense
Capitalized interest
Interest (income)
Interest expense, net

January 29,
2011

Fiscal Year Ended
January 30,
2010

January 31,
2009

$49,014
—
(9,877)
$39,137

$49,278
(758)
(9,011)
$39,509

$ 38,123
(1,647)
(22,185)
$ 14,291

We capitalize interest during the active construction period of major capital projects. Capitalized interest is added to the

cost of the related assets.

Depreciation and Amortization: For financial reporting purposes, TJX provides for depreciation and amortization of
property using 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 $461.5 million for fiscal 2011, $435.8 million for fiscal 2010 and $398.0 million for fiscal
2009. Amortization expense for property held under a capital lease was $2.2 million in each of fiscal 2011, 2010 and 2009.
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 income. Pre-opening costs, including rent, are
expensed as incurred.

Lease Accounting: TJX begins to record rent expense when it takes possession of a store, which is typically 30 to

F-8

60 days prior to the opening of the store and generally occurs before the commencement of the lease term, as specified in the
lease.

Long-Lived Assets: Presented below is information related to carrying values of our long-lived assets by geographic

location:

Dollars in thousands

United States
TJX Canada
TJX Europe

Total long-lived assets

January 29,
2011

January 30,
2010

January 31,
2009

$1,657,090
210,693
592,999

$1,607,733
195,434
483,930

$1,631,370
178,176
391,658

$2,460,782

$2,287,097

$2,201,204

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. 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 totaled $72.2 million as of January 29, 2011, $72.1 million as of January 30, 2010 and $71.8 million as of
January 31, 2009. Goodwill is considered to have an indefinite life and accordingly is not amortized. Changes in goodwill are
attributable to the effect of exchange rate changes on Winners’ reported goodwill.

Tradename is the value assigned to the name “Marshalls,” acquired by TJX in fiscal 1996 as part of the acquisition of the
Marshalls chain. The value of the tradename was determined by the discounted present value of assumed after-tax royalty
payments, offset by a reduction for their pro-rata share of negative goodwill acquired. The Marshalls tradename is carried at a
value of $107.7 million and is considered to have an indefinite life.

TJX occasionally acquires or licenses other trademarks to be used 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 their
useful life, generally from 7 to 10 years.

Goodwill, tradename and trademarks, and the related accumulated amortization if any, are included in the respective

operating segment to which they relate.

Impairment of Long-Lived Assets, Goodwill and Tradename: TJX evaluates its long-lived assets and assets with
indefinite lives (other than goodwill and tradename) for indicators of impairment whenever events or changes in circumstances
indicate their carrying amounts may not be recoverable, and at least annually in the fourth quarter of each fiscal year. An
impairment exists when the undiscounted cash flow of an asset or asset group is less than the carrying cost of that asset or
asset group. The evaluation for long-lived assets is performed at the lowest level of identifiable cash flows, which is generally at
the individual store level. If indicators of impairment are identified, an undiscounted cash flow analysis is performed to
determine if an impairment exists. The store-by-store evaluations did not indicate any recoverability issues (for any of our
continuing operations) during the past three fiscal years. Our decision to close the A.J. Wright chain (see Note C) resulted in the
impairment of A.J. Wright’s fixed assets and impairment charges of $83 million are reflected in the A.J. Wright segment.

Goodwill is tested for impairment whenever events or changes in circumstances indicate that an impairment may have
occurred and at least annually in the fourth quarter of each fiscal year, by comparing the carrying value of the related reporting
unit to its fair value. An impairment exists when this analysis, using typical valuation models such as the discounted cash flow
method, shows that the fair value of the reporting unit is less than the carrying cost of the reporting unit.

Tradename is also tested for impairment whenever events or changes in circumstances indicate that the carrying amount
of the tradename may exceed its fair value and at least annually in the fourth quarter of each fiscal year. Testing is performed by
comparing the discounted present value of assumed after-tax royalty payments to the carrying value of the tradename.

There was no impairment related to our goodwill, tradename or trademarks in fiscal 2011, 2010 or 2009.

Advertising Costs: TJX expenses advertising costs as incurred. Advertising expense was $249.8 million for fiscal 2011,

$227.5 million for fiscal 2010 and $254.0 million for fiscal 2009.

Foreign Currency Translation: TJX’s foreign assets and liabilities are translated into U.S. dollars at fiscal year end
exchange rates with resulting translation gains and losses included in shareholders’ equity as a component of accumulated

F-9

other comprehensive income (loss). Activity of the foreign operations that affect the statements of income and cash flows is
translated at average exchange rates prevailing during the fiscal year.

Loss Contingencies: TJX records a reserve for loss contingencies when it is both probable that a loss will be incurred
and the amount of the loss is reasonably estimable. TJX evaluates 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: We do not expect the adoption of recently issued accounting pronouncements to have a

significant impact on our results of operations, financial position or cash flow.

Note B. Provision (credit) for Computer Intrusion related costs

TJX has a reserve for its estimate of the remaining probable losses arising from an unauthorized intrusion or intrusions (the
intrusion or intrusions, collectively, the “Computer Intrusion”) into portions of its computer system, which was discovered late in
fiscal 2007 and in which TJX believes customer data were stolen. TJX reduced the Provision for Computer Intrusion related
costs by $11.6 million in fiscal 2011 and by $30.5 million in fiscal 2009 as a result of negotiations, settlements, insurance
proceeds and adjustments in our estimated losses. The reserve balance was $17.3 million at January 29, 2011 and
$23.5 million at January 30, 2010. As an estimate, the reserve is subject to uncertainty, actual costs may vary from the current
estimate however such variations are not expected to be material.

Note C. Dispositions and Reserves Related to Former Operations

TJX has disposal activities relating to two businesses during the last three fiscal years.

Consolidation of A.J. Wright: On December 8, 2010, the Board of Directors approved the consolidation of the A.J.
Wright division whereby TJX would convert 90 A.J. Wright stores into T.J. Maxx, Marshalls or HomeGoods stores and close
the remaining 72 stores, its two distribution centers and home office. TJX has increasingly improved its ability to reach the A.J.
Wright customer demographic through T.J. Maxx and Marshalls stores and has seen these stores perform well in markets with
these demographics. Even though the A.J. Wright chain was profitable, consolidating the A.J. Wright chain is expected to
allow TJX to serve this customer demographic more efficiently, focus TJX’s financial and managerial resources on fewer, larger
businesses with higher returns and enhance the growth prospects for TJX overall. All A.J. Wright stores ceased operating by
February 13, 2011 with the conversion to other banners expected to be completed by the end of the first half of fiscal 2012.
Our fourth quarter segment results for A.J. Wright include impairment charges, severance and termination benefits, estimated
lease obligations and other store closing costs as well as operating losses to liquidate store inventory.

The A.J. Wright consolidation is not classified as a discontinued operation due to our expectation that a significant portion
of the sales of the A.J. Wright stores will migrate to other TJX stores. Thus the costs incurred in fiscal 2011 relating to the A.J.
Wright consolidation are reflected in continuing operations as part of the A.J. Wright segment which reported a segment loss
of $130 million for fiscal 2011. The fiscal 2011 segment loss includes the following:

Fixed asset impairment charges—Non cash
Severance and termination benefits
Lease obligations and other closing costs
Operating losses

Total segment loss

$ 82,589
25,400
11,700
10,297

$129,986

The impairment charges relate to furniture and fixtures and leasehold improvements that will be disposed of and are
deemed to have no value, as well as A.J. Wright’s two owned distribution centers. The distribution centers were closed prior to
the end of the fiscal year, are being held for sale and were adjusted to fair market value. The impairment charges, severance
and termination benefits, lease obligations and other closing costs are included in selling, general and administrative expenses
on the consolidated income statement.

F-10

grand re-opening costs of approximately $28 million, which will be reflected in the segments of the new banners into which the
stores are converted. The majority of these charges will occur in the first quarter of fiscal 2012.

Sale of Bob’s Stores: In fiscal 2009, TJX sold Bob’s Stores and recorded as a component of discontinued operations a
loss on disposal (including expenses relating to the sale) of $19 million, net of tax benefits of $13 million. The net carrying value
of Bob’s Stores assets sold was $33 million, which consisted primarily of merchandise inventory of $56 million, offset by
merchandise payable of $21 million. The loss on disposal reflects sales proceeds of $7.2 million as well as expenses of
$5.8 million relating to the sale. TJX also remains contingently liable on seven of the Bob’s Stores leases.

TJX reclassified the operating results of Bob’s Stores for all periods prior to the sale as a component of discontinued
operations. The following table presents the net sales, segment profit (loss) and after-tax loss from operations reclassified to
discontinued operations for all periods presented:

In thousands

Net sales
Segment (loss)
After-tax (loss) from operations

The table below summarizes the pre-tax and after-tax loss from discontinued operations for fiscal 2009:

In thousands

(Loss) from discontinued operations before provision for income taxes
Tax benefits

(Loss) from discontinued operations, net of income taxes

January 31,
2009

$148,040
(25,524)
(15,314)

January 31,
2009

$(56,980)
22,711

$(34,269)

Reserves Related to Former Operations: TJX has a reserve for its estimate of future obligations of business
operations it has closed, sold or otherwise disposed of. The reserve activity for the last three fiscal years is presented below:

In thousands

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

Reduction in reserve for lease related obligations of former operations

classified as discontinued operations

A.J. Wright closing costs
Interest accretion

Charges against the reserve:
Lease related obligations
Termination benefits and all other

Balance at end of year

January 29,
2011

Fiscal Year Ended
January 30,
2010

January 31,
2009

$35,897

$40,564

$46,076

(6,000)
37,100
1,475

(7,155)
(6,622)

—
—
1,761

(5,891)
(537)

—
—
1,820

(7,323)
(9)

$54,695

$35,897

$40,564

In the fourth quarter of fiscal 2011 we reduced our reserve by $6 million to reflect a lower estimated cost for lease
obligations for former operations classified as discontinued operations, which was recorded to discontinued operations on the
income statement. We also added to the reserve the consolidation costs of the A.J. Wright chain detailed above. The reserve
balance as of January 29, 2011 includes approximately $20 million for severance and termination benefits relating to the A.J.
Wright consolidation. The lease related obligations reflects our estimation of lease costs, net of estimated subtenant income,
and the cost of probable claims against us for liability as an original lessee or guarantor of the leases of former businesses, after
mitigation of the number and cost of these lease obligations. The actual net cost of the various lease obligations included in the
reserve may differ from our estimate. We estimate that the majority of the former 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.

F-11

TJX may also be contingently liable on up to 13 leases of BJ’s Wholesale Club, a former TJX business, and up to seven
leases of Bob’s Stores, also a former TJX business, in addition to those included in the reserve. The reserve for discontinued
operations does not reflect these leases because TJX does not believe that the likelihood of future liability to TJX is probable.

Note D. Other Comprehensive Income

TJX’s comprehensive income information, net of related tax effects, is presented below:

In thousands

Net income
Other comprehensive income (loss):

Foreign currency translation adjustments
Recognition of prior service cost and deferred gains
Recognition of unfunded post retirement obligations

Total comprehensive income

Note E. Capital Stock and Earnings Per Share

Fiscal Year Ended

January 29,
2011

January 30,
2010

$1,343,141

$1,213,572

38,325
5,219
(1,175)
$1,385,510

76,678
8,191
(1,212)
$1,297,229

Capital Stock: TJX repurchased and retired 27.6 million shares of its common stock at a cost of $1,200.7 million during
fiscal 2011. TJX reflects stock repurchases in its financial statements on a “settlement” basis. We had cash expenditures
under our repurchase programs of $1,193.4 million in fiscal 2011, $944.8 million in fiscal 2010 and $751.1 million in fiscal
2009. We repurchased 27.4 million shares in fiscal 2011, 26.9 million shares in fiscal 2010 and 24.3 million shares in fiscal
2009. These expenditures were funded primarily by cash generated from operations together, in fiscal 2009, with the
proceeds of a debt issuance. In October 2010, TJX completed the $1 billion stock repurchase program authorized in
September 2009 under which TJX repurchased 24.1 million shares of common stock. In February 2010, TJX’s Board of
Directors approved another stock repurchase program that authorizes the repurchase of up to an additional $1 billion of TJX
common stock from time to time. Under this plan, on a “trade date” basis, TJX repurchased 9.0 million shares of common
stock at a cost of $405.7 million during fiscal 2011 and $594.3 million remained available at January 29, 2011. All shares
repurchased under the stock repurchase programs have been retired.

In February 2011, TJX’s Board of Directors approved a new stock repurchase program that authorizes the repurchase of

up to an additional $1 billion of TJX common stock from time to time.

TJX has five million shares of authorized but unissued preferred stock, $1 par value.

F-12

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:

Fiscal Year Ended

January 29,
2011

January 30,
2010

January 31,
2009
(53 weeks)

$1,339,530

$1,213,572

$914,886

400,145
3.35

417,796
2.90

419,076
2.18

Income from continuing operations
Add back: Interest expense on zero coupon convertible subordinated

$1,339,530

$1,213,572

$914,886

notes, net of income taxes

—

1,073

4,653

Income from continuing operations used for diluted earnings per share

calculation

$1,339,530

$1,214,645

$919,539

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

400,145

417,796

419,076

—
6,268

3,901
5,922

16,434
6,745

406,413

427,619

442,255

3.30

2.84

2.08

In April 2009, TJX called for the redemption of its zero coupon convertible subordinated notes. There were 462,057 notes
with a carrying value of $365.1 million that were converted into 15.1 million shares of TJX common stock at a conversion rate
of 32.667 shares per note. TJX paid $2.3 million to redeem the remaining 2,886 notes outstanding that were not converted.

The weighted average common shares for the diluted earnings per share calculation excludes the impact of outstanding
stock options if the assumed proceeds per share of the option is in excess of the related fiscal period’s average price of TJX’s
common stock. Such options are excluded because they would have an antidilutive effect. No such options were excluded at
the end of fiscal 2011. There were 9.5 million options excluded at the end of fiscal 2010 and 5.2 million options were excluded
at the end of fiscal 2009.

Note F. Financial Instruments

As a result of its operating and financing activities TJX is exposed to market risks from changes in interest and foreign
currency exchange rates and fuel costs. These market risks may adversely affect TJX’s operating results and financial position.
When deemed appropriate, TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel
costs through the use of derivative financial instruments. Derivative financial instruments are not used for trading or other
speculative purposes. TJX does not use leveraged derivative financial instruments. TJX recognizes all derivative instruments
as either assets or liabilities in the statements of financial position and measures those instruments at fair value. The fair values
of the derivatives are classified as assets or liabilities, current or non-current, based upon valuation results and settlement
dates of the individual contracts. 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. Effective in the fourth
quarter of fiscal 2009, TJX no longer entered into contracts to hedge its net investments in foreign subsidiaries and settled all
existing contracts. As a result, there were no net investment contracts as of January 29, 2011 or January 30, 2010.

Interest Rate Contracts: During fiscal 2004, TJX entered into interest rate swaps with respect to $100 million of the
$200 million ten-year notes outstanding at that time. Under those interest rate swaps, which settled in December 2009, TJX
paid a specific variable interest rate indexed to the six-month LIBOR rate and received a fixed rate applicable to the underlying
debt, effectively converting the interest on a portion of the notes from fixed to a floating rate of interest. The interest

F-13

income/expense on those swaps was accrued as earned and recorded as an adjustment to the interest expense accrued on
the fixed-rate debt. The interest rate swaps were designated as fair value hedges on the underlying debt. The valuation of the
swaps resulted in an offsetting fair value adjustment to the debt hedged. Accordingly, current installments of long-term debt
were increased by $1.6 million in fiscal 2009. The average effective interest rate on $100 million of the 7.45% unsecured notes,
inclusive of the effect of hedging activity, was approximately 4.04% in fiscal 2010 and 6.54% in fiscal 2009.

Diesel Fuel Contracts: During fiscal 2011, TJX entered into agreements to hedge a portion of its notional diesel
requirements for fiscal 2012, based on the diesel fuel consumed by independent freight carriers transporting the Company’s
inventory. These economic hedges at January 29, 2011 relate to 10% of TJX’s notional diesel requirement in the first quarter of
fiscal 2012. These diesel fuel hedge agreements will settle during the first half of fiscal 2012. The fuel hedge agreements
outstanding at January 30, 2010 hedged approximately 10% of our notional diesel fuel requirements in the second quarter of
fiscal 2011 and 20% of our notional diesel requirement in the third and fourth quarter of fiscal 2011, which settled throughout
the year and terminated in February 2011.

Independent freight carriers transporting the Company’s inventory charge TJX a mileage surcharge for diesel fuel price
increases as incurred by the carrier. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing (and the
resulting per mile surcharges payable by TJX) by setting a fixed price per gallon for the period being hedged. TJX elected not to
apply hedge accounting rules to these contracts. The change in the fair value of the hedge agreements resulted in a gain of
$1.2 million in fiscal 2011, a gain of $4.5 million in fiscal 2010 and a loss of $4.9 million in fiscal 2009, all of which are reflected in
earnings as a component of cost of sales, including buying and occupancy costs.

Foreign Currency Contracts: TJX enters into forward foreign currency exchange contracts to obtain economic hedges
on portions of merchandise purchases made and anticipated to be made in currencies other than the functional currency of
TJX Europe (operating in the United Kingdom, Ireland, Germany and Poland), TJX Canada (Canada) and Marmaxx (U.S.).
These contracts are typically twelve months or less in duration. The contracts outstanding at January 29, 2011 cover certain
commitments and anticipated needs throughout fiscal 2012. TJX elected not to apply hedge accounting rules to these
contracts. The change in the fair value of these contracts resulted in a loss of $6.8 million in fiscal 2011, income of $0.5 million
in fiscal 2010 and a loss of $2.3 million in fiscal 2009 and is included in earnings as a component of cost of sales, including
buying and occupancy costs.

Until the fourth quarter of fiscal 2009, TJX entered into foreign currency forward and swap contracts in both Canadian
dollars and British pounds sterling and accounted for them as hedges of the net investment in and between foreign
subsidiaries or cash flow hedges of Winners’ long-term intercompany debt. TJX applied hedge accounting to these hedge
contracts of our investment in foreign subsidiaries, and changes in fair value of these contracts, as well as gains and losses
upon settlement, were recorded in accumulated other comprehensive income, offsetting changes in the cumulative foreign
translation adjustments of the foreign subsidiaries. The change in fair value of the contracts designated as hedges of the
investment in foreign subsidiaries resulted in a gain of $68.8 million, net of income taxes, in fiscal 2009. The ineffective portion
of the net investment hedges resulted in pre-tax charges to the income statement of $2.2 million in fiscal 2009. The change in
the cumulative foreign currency translation adjustment resulted in a loss of $38.3 million, net of income taxes, in fiscal 2011, a
loss of $76.7 million, net of income taxes, in fiscal 2010, and a gain of $171.2 million, net of income taxes, in fiscal 2009.
Amounts included in other comprehensive income relating to cash flow hedges were reclassified to earnings as the underlying
exposure on the debt had an impact on earnings. The net amount reclassified from other comprehensive income to the
income statement in fiscal 2009 related to cash flow hedges was $0.7 million, net of income taxes.

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 selling, general and administrative
expenses 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 selling, general and
administrative expenses. The net impact on the income statement of hedging activity related to these intercompany payables
was income of $0.1 million in fiscal 2011, income of $3.7 million in fiscal 2010 and expense of $1.7 million in fiscal 2009.

F-14

Following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at

January 29, 2011:

In thousands
Fair value hedges:

Intercompany balances,
primarily short-term
debt and related
interest

Pay

Receive

Blended
Contract
Rate

Balance
Sheet
Location

Current
Asset
US$

Current
(Liability)
US$

c
c

£
25,000
50,442 US$

US$

85,894

21,265 0.8506 (Accrued Exp) $ — $ (278)
66,363 1.3156 (Accrued Exp)
— (1,944)
Prepaid Exp/
(Accrued Exp)

55,000 0.6403

1,008

(77)

Economic hedges for which hedge accounting was not elected:

Diesel contracts
Merchandise purchase commitments

Fixed on 2.1M gal

Float on 2.1M gal

N/A

Prepaid Exp

746

—

Net Fair
Value in
US$ at
January 29,
2011

$ (278)
(1,944)

931

746

C$
£
£
US $

403,031 US$

c
4,951
42,813 US$
c
28,465
c
420

399,036 0.9901

Prepaid Exp/
(Accrued Exp)
Prepaid Exp/
3,700 0.7473
(Accrued Exp)
66,900 1.5626 (Accrued Exp)
Prepaid Exp
33,900 1.1909
Prepaid Exp
312 0.7429

Total fair value of financial instruments

678

(2,938)

(2,260)

102
—
976
4

(10)
(986)
—
—

92
(986)
976
4

$3,514 $(6,233)

$(2,719)

Following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at

January 30, 2010:

In thousands
Economic hedges for which hedge accounting was not elected:

Pay

Blended
Contract
Rate

Balance
Sheet
Location

Current
Asset
US$

Current
(Liability)
US$

Receive

Net Fair
Value in
US$ at
January 30,
2010

Diesel contracts

Fixed on 260K-
520K gal
per month

Floating on 260K-
520K gal
per month

N/A (Accrued Exp)

—

(442)

Merchandise purchase commitments
C$
C$
£
£
US$

Total fair value of all financial instruments

220,244 US$
c
2,264
19,000 US$
c
16,074
c
1,175

210,476 0.9556

Prepaid Exp
1,450 0.6406 (Accrued Exp)
31,307 1.6477
Prepaid Exp
17,910 1.1142 (Accrued Exp)
818 0.6962 (Accrued Exp)

4,719
—
923
—
—

—
(105)
—
(882)
(42)

4,719
(105)
923
(882)
(42)

$5,642 $(1,471)

$4,171

F-15

The impact of derivative financial instruments on the statements of income during fiscal 2011 and fiscal 2010 are as

follows:

In thousands

Fair value hedges:

Interest rate swap fixed to floating on

notional of $50,000

Interest rate swap fixed to floating on

notional of $50,000

Intercompany balances, primarily short-

term debt and related interest

Economic hedges for which hedge
accounting was not elected:
Diesel contracts

Merchandise purchase commitments

Gain (loss) recognized in income

Location of Gain
(Loss) Recognized in
Income by Derivative

Amount of Gain (Loss)
Recognized in Income by
Derivative

January 29,
2011

January 30,
2010

Interest expense, net

$ —

$ 1,092

Interest expense, net

—

1,422

Selling, general
and administrative
expenses

2,551

(9,249)

Cost of sales, including buying and
occupancy costs
Cost of sales, including buying and
occupancy costs

1,188

4,490

(6,786)

494

$(3,047)

$(1,751)

Note G. Disclosures about Fair Value of Financial Instruments

The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis:

In thousands
Level 1
Assets:

January 29,
2011

January 30,
2010

Executive savings plan investments

$73,925

$ 55,404

Level 2
Assets:

Short-term investments
Foreign currency exchange contracts
Diesel fuel contracts

Liabilities:

Foreign currency exchange contracts
Diesel fuel contracts

$76,261
2,768
746

$130,636
5,642
—

$ 6,233
—

$ 1,029
442

The fair value of TJX’s general corporate debt, including current installments, was estimated by obtaining market quotes
given the trading levels of other bonds of the same general issuer type and market perceived credit quality. The fair value of
long-term debt at January 29, 2011 was $881.7 million compared to a carrying value of $774.4 million. The fair value of long-
term debt as of January 30, 2010 was $862.3 million compared to a carrying value of $774.3 million. These estimates do not
necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these
obligations.

TJX’s cash equivalents are stated at cost, which approximates fair value, due to the short maturities of these instruments.

Investments designed to meet obligations under the executive savings plan are invested in securities traded in active

markets and are recorded at unadjusted quoted prices.

F-16

The foreign currency exchange contracts are valued using broker quotations which include observable market
information. TJX does not make adjustments to quotes or prices obtained from brokers or pricing services but does
assess the credit risk of counterparties and will adjust final valuations when appropriate. Where independent pricing services
provide fair values, TJX obtains an understanding of the methods used in pricing. As such, these derivative instruments are
classified within level 2.

Note H. Segment Information

At January 29, 2011, TJX operated five business segments: three in the United States and one each in Canada and
Europe. Each of TJX’s segments had its own administrative, buying and merchandising organization and distribution network.
Of the U.S. based chains, T.J. Maxx and Marshalls, referred to as Marmaxx, are managed together and reported as a single
segment and A.J. Wright and HomeGoods each is reported as a separate segment. As a result of the consolidation of A.J.
Wright, it will cease to be a business segment after fiscal 2012 (see Note C). Outside the U.S., chains in Canada (Winners,
HomeSense and StyleSense) are under common management and reported as the TJX Canada segment, and chains in
Europe (T.K. Maxx and HomeSense) are under common management and reported as the TJX Europe segment.

For fiscal 2011, TJX Canada and TJX Europe accounted for 23% of TJX’s net sales, 18% of segment profit and 23% of
consolidated assets. All of our stores, with the exception of HomeGoods and HomeSense, sell family apparel and home
fashions. The HomeGoods and HomeSense stores offer exclusively home fashions. By merchandise category, we derived
approximately 61% of our sales from clothing (including footwear), 26% from home fashions and 13% from jewelry and
accessories in fiscal 2011.

TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines as pre-tax income
before general corporate expense, Provision (credit) for Computer Intrusion related costs, and interest expense. “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-17

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

January 29,
2011

Fiscal Year Ended
January 30,
2010

January 31,
2009
(53 weeks)

$14,092,159
1,958,007
888,364
2,510,201
2,493,462
$21,942,193

$13,270,863
1,794,409
779,811
2,167,912
2,275,449
$20,288,444

$12,362,122
1,578,286
677,597
2,139,443
2,242,057
$18,999,505

$ 1,875,951
186,535
(129,986)
351,989
75,849
2,360,338
168,659
(11,550)
39,137

$ 1,588,452
137,525
12,565
254,974
163,969
2,157,485
166,414
—
39,509

$ 1,155,838
42,370
2,862
236,086
137,612
1,574,768
140,037
(30,500)
14,291

$ 2,164,092

$ 1,951,562

$ 1,450,940

$ 3,625,780
427,162
71,194
726,781
1,088,399
2,032,447
$ 7,971,763

$ 3,340,745
415,230
269,190
762,338
861,122
1,815,352
$ 7,463,977

$ 3,538,663
455,045
242,657
609,363
675,283
657,231
$ 6,178,242

360,296
46,608
29,135
66,391
204,704
—
707,134

214,308
25,769
34,285
38,960
115,960
—
429,282

328,965
47,519
19,098
61,486
122,902
2,962
582,932

In thousands

Net sales:
In the United States

Marmaxx
HomeGoods
A.J. Wright(1)

TJX Canada
TJX Europe

Segment profit (loss):
In the United States

Marmaxx
HomeGoods
A.J. Wright(1)

TJX Canada
TJX Europe

General corporate expense
Provision (credit) for Computer Intrusion related costs
Interest expense, net
Income from continuing operations before provision for income

taxes

Identifiable assets:
In the United States

Marmaxx
HomeGoods
A.J. Wright(1)

TJX Canada
TJX Europe
Corporate(2)

Capital expenditures:
In the United States

Marmaxx
HomeGoods
A.J. Wright(1)

TJX Canada
TJX Europe
Discontinued operations(3)

F-18

In thousands

Depreciation and amortization:
In the United States

January 29,
2011

Fiscal Year Ended
January 30,
2010

January 31,
2009
(53 weeks)

Marmaxx
HomeGoods
A.J. Wright(1)

TJX Canada
TJX Europe
Discontinued operations(3)
Corporate(4)

241,940
28,892
16,298
43,527
59,949
2,610
8,491
401,707
(1) On December 8, 2010, the Board of Directors of TJX approved the consolidation of the A.J. Wright segment. All stores ceased operating under the A.J. Wright
banner by February 13, 2011 with the conversion process expected to be completed by the end of the second quarter of fiscal 2012 (see Note C).
(2) Corporate identifiable assets consist primarily of cash, receivables, prepaid insurance, a note receivable, ESP trust, deferred taxes and reflects a significant

262,901
32,876
19,542
49,105
67,783
—
3,011
435,218

272,037
35,129
18,981
54,815
74,868
—
2,222
458,052

increase in cash from fiscal 2009 to fiscal 2010.

(3) Reflects activity of Bob’s Stores through the date of sale in fiscal 2009 (see Note C).
(4)

Includes debt discount accretion and debt expense amortization.

Note I. Stock Incentive Plan

TJX has a stock incentive plan under which options and other share-based 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
160.9 million shares with 16.9 million shares available for future grants as of January 29, 2011. TJX issues shares from
authorized but unissued common stock.

Total compensation cost related to share-based compensation was $37.7 million, net of income taxes of $21.1 million, in
fiscal 2011, $33.5 million, net of income taxes of $21.6 million, in fiscal 2010 and $31.2 million, net of income taxes of
$20.1 million, in fiscal 2009.

As of January 29, 2011, there was $108.9 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 two years.

Options for the purchase of common stock have been granted at 100% of market price on the grant date and generally

vest in thirds over a three-year period starting one year after the grant, and have a ten-year term.

The fair value of options is estimated as of 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

2009

1.5%

Fiscal Year
2011
2010
1.57% 2.49% 2.96%
1.3%
1.3%
32.3% 37.3% 33.9%
5.0
$12.27

4.8
$10.46

5.0
$10.84

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. Employee groups and option characteristics are
considered separately for valuation purposes when applicable. No such distinctions existed during the fiscal years presented.
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 grant.

F-19

Stock Options: A summary of the status of TJX’s stock options and related Weighted Average Exercise Prices (“WAEP”)

is presented below (shares in thousands):

January 29, 2011
WAEP

Options

Fiscal Year Ended
January 30, 2010
WAEP

Options

January 31, 2009
WAEP

Options

(53 weeks)

Outstanding at beginning of year
Granted
Exercised and repurchased
Forfeitures

Outstanding at end of year

27,975
4,947
(7,368)
(507)

$27.92
41.13
24.45
35.19

31,773
4,877
(8,012)
(663)

$24.83
37.74
21.30
31.79

35,153
5,199
(7,533)
(1,046)

25,047

$31.41

27,975

$27.92

31,773

Options exercisable at end of year

15,613

$26.79

18,372

$24.01

21,664

$22.17
35.02
19.08
27.59

$24.83

$21.56

Included in the exercised and repurchased amount in the table above are approximately 77,000 options that were
repurchased from optionees by TJX during fiscal 2009. There were no such option repurchases during fiscal 2011 or fiscal
2010. Cash paid for such repurchased options amounted to $0.7 million in fiscal 2009.

The total

intrinsic value of options exercised was $143.3 million in fiscal 2011, $109.2 million in fiscal 2010 and

$108.1 million in fiscal 2009.

The following table summarizes information about stock options outstanding that were expected to vest and stock

options outstanding that were exercisable at January 29, 2011:

In thousands except years and per share amounts

Options outstanding expected to vest
Options exercisable

Aggregate
Intrinsic
Value

$ 76,623
$408,345

Weighted
Average
Remaining
Contract Life

9.0 years
5.3 years

8,766
15,613

Total outstanding options vested and expected to vest

24,379

$484,968

6.6 years

Weighted
Average
Exercise
Price

$38.97
$26.79

$31.17

Options outstanding expected to vest represents total unvested options of 9.4 million adjusted for anticipated forfeitures.

Performance-Based Restricted Stock and Other Awards: TJX has issued performance-based restricted and
deferred stock awards under the Stock Incentive Plan which are issued at no cost to the recipient of the award and are subject
to achievement of specified performance criteria for a period of one to three fiscal years. The grant date fair value of the award
is charged to income ratably over the requisite service period during which the recipient must remain employed. 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 summary of the status of our nonvested performance-based restricted stock and changes during fiscal 2011 is

presented below:

Shares in thousands

Nonvested at beginning of year
Granted
Vested
Forfeited
Nonvested at end of year

Performance
Based
Restricted
Stock

Weighted
Average
Grant Date
Fair Value

641
621
(259)
(32)
971

$27.30
46.17
27.06
35.11
$39.18

There were 621,000 shares of performance-based restricted stock, with a weighted average grant date fair value of
$46.17, granted in fiscal 2011; 470,000 shares of performance-based restricted stock, with a weighted average grant date fair
value of $25.91, granted in fiscal 2010; and 173,000 shares with a weighted average grant date fair value of $33.49 were
granted in fiscal 2009. The fair value of performance-based restricted stock that vested was $7.0 million in fiscal 2011,
$6.7 million in fiscal 2010 and $5.9 million in fiscal 2009.

F-20

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 that follows 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 2011, a total of 157,619 deferred shares were outstanding
under the plan.

Note J. Pension Plans and Other Retirement Benefits

Pension: TJX has a funded defined benefit retirement plan which covered a majority of its full-time U.S. employees hired
prior to February 1, 2006. As a result of an amendment to the plan, employees hired 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 has not had
a material
impact on pension expense in the periods presented, but is expected to reduce net periodic pension costs
gradually due to a reduction in the number of participants. Employees who had attained twenty-one years of age and
completed one year of service prior to amendment were, and remain, covered under the plan. No employee contributions are
required, and benefits are based principally on compensation earned in each year of service. 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. TJX also has an unfunded supplemental retirement plan
which covers certain key employees and provides additional retirement benefits based on average compensation for certain of
those employees or, alternatively based on benefits that would be provided under the funded retirement plan absent Internal
Revenue Code limitations.

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

Service cost
Interest cost
Actuarial losses (gains)
Settlements
Benefits paid
Expenses paid

Projected benefit obligation at end of year
Accumulated benefit obligation at end of year

Funded Plan
Fiscal Year Ended

Unfunded Plan
Fiscal Year Ended

January 29,
2011

January 30,
2010

January 29,
2011

January 30,
2010

$580,203
32,142
34,429
34,246
—
(12,662)
(2,002)
$666,356
$614,584

$492,413
30,049
31,320
39,931
—
(11,403)
(2,107)
$580,203
$532,276

$51,727
1,202
2,682
(2,727)
—
(3,358)
—
$49,526
$43,229

$ 55,463
876
2,923
7,686
(12,156)
(3,065)
—
$ 51,727
$ 41,855

F-21

In thousands

Change in plan assets:

Fair value of plan assets at beginning of year

Actual return on plan assets
Employer contribution
Benefits paid
Settlements
Expenses paid

Funded Plan
Fiscal Year Ended

Unfunded Plan
Fiscal Year Ended

January 29,
2011

January 30,
2010

January 29,
2011

January 30,
2010

$508,420
69,835
100,000
(12,662)
—
(2,002)

$314,212
75,018
132,700
(11,403)
—
(2,107)

—
—
3,358
(3,358)
—
—

—
—
15,221
(3,065)
(12,156)
—

Fair value of plan assets at end of year

$663,591

$508,420

—

Reconciliation of funded status:

Projected benefit obligation at end of year
Fair value of plan assets at end of year

Funded status—excess obligation

$666,356
663,591

$580,203
508,420

$49,526
—

$ 51,727
—

$ 2,765

$ 71,783

$49,526

$ 51,727

Net liability recognized on consolidated balance sheets

$ 2,765

$ 71,783

$49,526

$ 51,727

Amounts not yet reflected in net periodic benefit cost and

included in accumulated other comprehensive income (loss):

Prior service cost
Accumulated actuarial losses

Amounts included in accumulated other comprehensive

— $

149,034

—
155,752

12
9,483

93
13,152

income (loss)

$149,034

$155,752

$ 9,495

$ 13,245

The consolidated balance sheets reflect the funded status of the plans with any unrecognized prior service cost and
actuarial gains and losses recorded in accumulated other comprehensive income (loss). The combined net accrued
liability of $52.3 million at January 29, 2011 is reflected on the balance sheet as of that date as a current liability of
$2.8 million and a long-term liability of $49.5 million.

The combined net accrued liability of $123.5 million at January 30, 2010 is reflected on the balance sheet as of that

date as a current liability of $3.8 million and a long-term liability of $119.7 million.

The estimated prior service cost that will be amortized from accumulated other comprehensive income (loss) into net
periodic benefit cost in fiscal 2012 for both the funded and unfunded plan is immaterial. The estimated net actuarial loss
that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in fiscal 2012 is
$9.3 million for the funded plan and $0.8 million for the unfunded plan.

Weighted average assumptions for measurement purposes for determining the obligation at the year end

measurement date:

Discount rate
Expected return on plan assets
Rate of compensation increase

Funded Plan
Fiscal Year Ended

Unfunded Plan
Fiscal Year Ended

January 29,
2011

January 30,
2010

January 29,
2011

January 30,
2010

5.75%
8.00%
4.00%

6.00%
8.00%
4.00%

5.25%
N/A
6.00%

5.75%
N/A
6.00%

TJX determines the assumed discount rate using the Citigroup Pension Liability Index. TJX develops its long-term
rate of return assumption by evaluating input from professional advisors taking into account the asset allocation of the
portfolio and long-term asset class return expectations, as well as long-term inflation assumptions.

TJX made aggregate cash contributions of $103.4 million in fiscal 2011, $147.9 million in fiscal 2010 and $2.8 million
in fiscal 2009 to the defined benefit retirement plan and to fund current benefit and expense payments under the
unfunded plan. The cash contributions made in fiscal 2009 were solely to fund current benefit and expense payments
under the unfunded plan. TJX’s policy with respect to the qualified defined benefit plan is to fund, at a minimum, the

F-22

amount required to maintain a funded status of 80% of the applicable pension liability (the Funding Target) or such other
amount sufficient to avoid restrictions with respect to the funding of nonqualified plans under the Internal Revenue Code.
As a result of funding in fiscal 2011, we do not anticipate any required funding in fiscal 2012 for the defined benefit
retirement plan. We anticipate making contributions of $3.9 million to fund current benefit and expense payments under
the unfunded plan in fiscal 2012.

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

income related to our pension plans:

Funded Plan
Fiscal Year Ended
January 30,
2010

January 29,
2011

January 31,
2009
(53 weeks)

January 29,
2011

Unfunded Plan
Fiscal Year Ended
January 30,
2010

Dollars in thousands

Net periodic pension cost:

Service cost
Interest cost
Expected return on plan assets
Settlement costs
Amortization of prior service

$ 32,142
34,429
(40,043)
—

$ 30,049
31,320
(28,222)
—

$ 30,406
28,711
(34,369)
—

January 31,
2009
(53 weeks)

$ 1,069
3,366
—
—

124
1,270

$ 1,202
2,682
—
—

81
941

876
2,923
—
2,447

125
1,045

cost

Amortization of net actuarial loss

—
11,172

15
13,656

43
—

Net periodic pension cost

$ 37,700

$ 46,818

$ 24,791

$ 4,906

$ 7,416

$ 5,829

Other changes in plan assets and
benefit obligations recognized in
other comprehensive income

Net (gain) loss
Settlement costs
Amortization of net (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

$ 4,454
—
(11,172)

$ (6,866)
—
(13,656)

$142,186
—
—

$ (2,727)
—
(941)

$ 7,686
(2,447)
(1,045)

$ 2,252
—
(1,270)

—

(15)

(44)

(81)

(125)

$ (6,718)

$(20,537)

$142,142

$ (3,749)

$ 4,069

857

$ 30,982

$ 26,281

$166,933

$ 1,157

$11,485

$ 6,686

6.00%

6.50%

5.75%

6.50%

6.25%

8.00%
4.00%

N/A
6.00%

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.

F-23

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
2012
2013
2014
2015
2016
2017 through 2021

Funded Plan
Expected Benefit Payments

Unfunded Plan
Expected Benefit Payments

$ 17,537
20,055
22,794
25,672
28,666
196,802

$ 3,909
3,532
3,260
3,194
2,218
20,855

The following table presents the fair value hierarchy for pension and postretirement assets measured at fair value on a

recurring basis as of January 29, 2011:

In thousands

Asset category:
Short-term investments
Equity Securities:

Domestic equity
International equity
Fixed Income Securities:

Corporate and government bond funds

Common/Collective Trusts
Limited Partnerships

Fair value of plan assets

Level 1

Level 2

Level 3

Total

Funded Plan

$108,414

— $

— $108,414

83,793
37,016

—
—

83,793
37,016

—
—
—

25,968
381,691
—

—
16,100
10,609

25,968
397,791
10,609

$229,223

$407,659

$26,709

$663,591

The following table presents the fair value hierarchy for pension and postretirement assets measured at fair value on a

recurring basis as of January 30, 2010:

In thousands

Asset category:
Short-term investments
Equity Securities:

Domestic equity
International equity
Fixed Income Securities:

Corporate and government bond funds

Common/Collective Trusts
Limited Partnerships

Fair value of plan assets

Level 1

Level 2

Level 3

Total

Funded Plan

$ 85,511

— $

— $ 85,511

43,950
33,784

—
—

43,950
33,784

—
—
—

21,787
295,792
—

—
19,817
7,779

21,787
315,609
7,779

$163,245

$317,579

$27,596

$508,420

F-24

The following table presents a reconciliation of level 3 plan assets measured at fair value for the year ended

January 29, 2011:

In thousands

Balance as of January 31, 2009

Earned income, net of management expenses
Unrealized (loss) on investment
Purchases, sales, issuances and settlements, net

Balance as of January 30, 2010

Earned income, net of management expenses
Unrealized gain on investment
Purchases, sales, issuances and settlements, net

Balance as of January 29, 2011

Common/Collective Trusts

Limited Partnerships

$ 35,200
(261)
(294)
(14,828)

19,817
(269)
2,233
(5,681)

$14,264
(570)
(6,615)
700

7,779
(416)
2,896
350

$ 16,100

$10,609

Pension plan assets are reported at fair value. Investments in equity securities traded on a national securities
exchange are valued at the composite close price, as reported in the Wall Street Journal, as of the financial statement
date. This information is provided by the independent pricing services IDC, Bloomberg and Reuters.

Certain corporate and government bonds are valued at the closing price reported in the active market in which the
bond is traded. Other bonds are valued based on yields currently available on comparable securities of issuers with
similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a
discounted cash flows approach that maximizes observable inputs, such as current yields of similar instruments, but
includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. All bonds are priced
by IDC, JP Morgan and Reuters.

The investments in the limited partnerships are stated at the fair value of the Plan’s partnership interest based on
information supplied by the partnerships as compared to financial statements of the limited partnership or other fair value
information as determined by management. Any cash equivalents or short-term investments are stated at cost which
approximates fair value.

The fair value of the investments in the Common/Collective trusts is determined based on net asset value as reported

by their fund managers.

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

January 29,
2011

January 30,
2010

Target Allocation

50%
50%
—

43%
41%
16%

47%
37%
16%

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. Risks are sought to be mitigated through
asset diversification and the use of multiple investment managers. Investment risk is measured and monitored on an
ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability
studies.

TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for all eligible
U.S. employees and a similar type plan for eligible employees in Puerto Rico. Assets under the plans totaled
$776.0 million as of December 31, 2010 and $676.4 million as of December 31, 2009 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 TJX’s performance and makes discretionary
contributions from time to time. Employees hired after February 1, 2006 are eligible for participation in the savings plans
with an enhanced matching formula beginning five years after hire date. TJX contributed $13.9 million in fiscal 2011,
$13.3 million in fiscal 2010 and $8.6 million in fiscal 2009 to the employee savings plans. Employees cannot invest their

F-25

contributions in the TJX stock fund option in the plans, and may elect to invest up to only 50% of TJX’s contribution in the
TJX stock fund. The TJX stock fund has no other trading restrictions. The TJX stock fund represents 4.7% of plan
investments at December 31, 2010, 4.5% at December 31, 2009 and 3.3% at December 31, 2008.

TJX also has a nonqualified savings plan for certain U.S. employees. TJX matches employee deferrals at various
rates which amounted to $2.4 million in fiscal 2011, $1.9 million in fiscal 2010 and $425,432 in fiscal 2009. Although the
plan is unfunded, in order to help meet its future obligations TJX transfers an amount equal to employee deferrals and the
related company match to a separate “rabbi” trust. 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, TJX also maintains retirement/deferred savings plans for eligible associates
at its foreign subsidiaries. We contributed $5.2 million for these plans in fiscal 2011, $4.6 million for these plans in fiscal
2010 and $4.2 million in fiscal 2009.

Postretirement Medical: TJX has an unfunded postretirement medical plan that provides limited postretirement
medical and life insurance benefits to retirees who participate in its retirement plan and who retired 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 cover only retirees enrolled in the plan at that time. The plan amendment replaces the previous medical
benefits with a defined amount (up to $35.00 per month) that approximates the cost of enrollment in the Medicare Plan for
retirees enrolled in the plan at the time of modification.

TJX paid $233,000 of benefits in fiscal 2011 and will pay similar amounts over the next several years. The post
retirement medical liability as of January 29, 2011 is estimated at $1.5 million, of which $1.3 million is included in non-
current liabilities on the balance sheet.

The amendment to plan benefits in fiscal 2006 resulted in a negative plan amendment of $46.8 million which is being
amortized into income over the average remaining life of the active plan participants. The unamortized balance of
$23.3 million as of January 29, 2011 is included in accumulated other comprehensive income (loss) of which $3.8 million
will be amortized into income in fiscal 2012. During fiscal 2011, there was a pre-tax net benefit of $3.4 million reflected in
the income statement as it relates to this post retirement medical plan.

Note K. Long-Term Debt and Credit Lines

The table below presents long-term debt, exclusive of current installments, as of January 29, 2011 and January 30,
2010. All amounts are net of unamortized debt discounts. Capital lease obligations are separately presented in Note M.

In thousands

General corporate debt:

January 29,
2011

January 30,
2010

4.20% senior unsecured notes, maturing August 15, 2015 (effective interest rate of

4.20% after reduction of unamortized debt discount of $24 and $29 in fiscal 2011
and 2010, respectively)

6.95% senior unsecured notes, maturing April 15, 2019 (effective interest rate of

6.98% after reduction of unamortized debt discount of $576 and $646 in fiscal 2011
and 2010, respectively)

Long-term debt, exclusive of current installments

$399,976

$399,971

374,424

374,354

$774,400

$774,325

F-26

The aggregate maturities of long-term debt, exclusive of current installments at January 29, 2011 are as follows:

In thousands

Fiscal Year
2013
2014
2015
2016
Later years
Less amount representing unamortized debt discount

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

Long-Term
Debt

—
—
—
400,000
375,000
(600)

$774,400

On April 7, 2009, TJX issued $375 million aggregate principal amount of 6.95% ten-year notes and used the
proceeds from the 6.95% notes offering to repurchase additional common stock under its stock repurchase program in
fiscal 2010. Also in April 2009, prior to the issuance of the 6.95% notes, TJX entered into a rate-lock agreement to hedge
the underlying treasury rate of those notes. The cost of this agreement is being amortized to interest expense over the
term of the 6.95% notes and results in an effective fixed rate of 7.00% on those notes.

On July 23, 2009, TJX issued $400 million aggregate principal amount of 4.20% six-year notes. TJX used a portion of
the proceeds from the sale of the notes to refinance its C$235 million term credit facility on August 10, 2009, prior to its
scheduled maturity, and used the remainder, together with funds from operations, to repay its $200 million 7.45% notes
due December 15, 2009, at maturity. Also in July 2009, prior to the issuance of the 4.20% notes, TJX entered into a rate-
lock agreement to hedge the underlying treasury rate on $250 million of those notes. The cost of this agreement is being
amortized to interest expense over the term of the 4.20% notes and results in an effective fixed rate of 4.19% on the
notes.

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.
During fiscal 2010, TJX called for the redemption of these notes at the original issue price plus accrued original issue
discount, and 462,057 notes with a carrying value of $365.1 million were converted into 15.1 million shares of TJX
common stock at a rate of 32.667 shares per note. TJX paid $2.3 million to redeem the remaining 2,886 notes
outstanding that were not converted. Prior to fiscal 2010, a total of 52,557 notes were either converted into common
shares of TJX or put back to TJX.

In May 2010, TJX entered into a $500 million three-year revolving credit facility with similar terms and provisions as
the $500 million facility it replaced, updated for market pricing. As of January 29, 2011, TJX also had a $500 million five-
year revolving credit facility maturing in May 2011. The three-year agreement requires the payment of 17.5 basis points
annually on the unused committed amount. The five-year agreement maturing in May 2011 requires the payment of six
basis points annually on the committed amount (whether used or unused). There were no U.S. short-term borrowings
outstanding during fiscal 2011. The maximum amount of our U.S. short-term borrowings outstanding was $165 million
during fiscal 2010. Both of these agreements have no compensating balance requirements, have various covenants
including a requirement of a specified ratio of debt to earnings, and serve as back up to TJX’s commercial paper program.
There were no outstanding amounts under these credit facilities as of January 29, 2011 or January 30, 2010.

As of January 29, 2011 and January 30, 2010, TJX’s foreign subsidiaries had uncommitted credit facilities. TJX
Canada had two credit lines, a C$10 million facility for operating expenses and a C$10 million letter of credit facility. As of
January 29, 2011 and January 30, 2010, there were no amounts outstanding on the Canadian credit line for operating
expenses and there were no short-term borrowings during fiscal 2011 or fiscal 2010. As of January 29, 2011, TJX Europe
had a credit line of £20 million. There were no outstanding borrowings on this U.K. credit line as of January 29, 2011 and
January 30, 2010. The maximum amount outstanding under this U.K. line was £1.0 million in fiscal 2011 and £1.9 million
in fiscal 2010.

F-27

Note L.

Income Taxes

The provision for income taxes includes the following:

In thousands

Current:

Federal
State
Foreign
Deferred:
Federal
State
Foreign

Provision for income taxes

January 29,
2011

Fiscal Year Ended
January 30,
2010

January 31,
2009

(53 weeks)

$510,629
113,573
105,489

$465,799
104,621
114,195

$259,857
27,376
97,976

91,568
1,731
1,572

54,544
1,773
(2,942)

126,816
23,955
74

$824,562

$737,990

$536,054

Income from continuing operations before income taxes includes foreign pre-tax income of $354.2 million in fiscal

2011, $342.3 million in fiscal 2010, and $292.6 million in fiscal 2009.

TJX had net deferred tax (liabilities) assets as follows:

In thousands

Deferred tax assets:

Foreign tax credit carryforward
Reserve for former operations
Pension, stock compensation, postretirement and employee benefits
Leases
Foreign currency and hedging
Computer Intrusion reserve
Other

Total deferred tax assets

Deferred tax liabilities:

Property, plant and equipment
Capitalized inventory
Tradename
Undistributed foreign earnings
Other

Total deferred tax liabilities

Net deferred tax (liability)

Fiscal Year Ended

January 29,
2011

January 30,
2010

$ 43,088
17,641
214,578
39,567
3,973
6,285
61,421

$ 89,796
11,813
253,926
39,635
3,743
8,722
88,447

$ 386,553

$496,082

$ 274,725
45,871
42,873
183,906
15,011

$274,937
44,079
42,873
193,252
10,926

$ 562,386

$566,067

$(175,833)

$ (69,985)

The fiscal 2011 net deferred tax liability is presented on the balance sheet as a current asset of $66.1 million and a
non-current liability of $241.9 million. The fiscal 2010 net deferred tax liability is presented on the balance sheet as a
current asset of $122.5 million and a non-current liability of $192.4 million. TJX has provided for deferred U.S. taxes on all
undistributed earnings from its Winners Canadian subsidiary, its Marshalls Puerto Rico subsidiary and its Italian
subsidiary through January 29, 2011. All earnings of TJX’s other foreign subsidiaries are considered indefinitely
reinvested and no U.S. deferred taxes have been provided on those earnings. The net deferred tax liability
summarized above includes deferred taxes relating to temporary differences at our
foreign operations and
amounted to a $20.1 million net liability as of January 29, 2011, and $18.9 million net liability as of January 30, 2010.

TJX established valuation allowances against certain deferred tax assets, primarily related to state tax net operating
losses, which may not be realized in future years. The amount of the valuation allowances was $4.9 million as of
January 29, 2011 and $3.9 million as of January 30, 2010.

F-28

TJX’s worldwide effective income tax rate was 38.1% for fiscal 2011, 37.8% for fiscal 2010 and 36.9% for fiscal 2009.
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
All Other

Worldwide effective income tax rate

January 29,
2011

Fiscal Year Ended
January 30,
2010

January 31,
2009

35.0%
4.1
(0.5)
(0.5)

38.1%

35.0%
4.3
(0.6)
(0.9)

37.8%

35.0%
2.8
(0.1)
(0.8)

36.9%

The increase in TJX’s effective income tax rate for fiscal 2011 as compared to fiscal 2010 is primarily attributed to the
effects of repatriation of cash from Europe and the increase in state tax reserves, partially offset by the finalization of an
advance pricing agreement between Canada and the United States and a favorable Canadian court ruling regarding
withholding taxes. The increase in our effective income tax rate for fiscal 2010 as compared to fiscal 2009 is primarily
attributed to the favorable impact in fiscal 2009 of a $19 million reduction in the reserve for uncertain tax positions arising
from the settlement of several state tax audits. The absence of this fiscal 2009 benefit increased the effective income tax
rate in fiscal 2010 by 1.3 percentage points, partially offset by a reduction in the effective income tax rate related to foreign
income.

In the first quarter of fiscal 2008, TJX adopted the tax accounting provisions for recognizing and measuring tax
positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. TJX had
net unrecognized tax benefits of $122.9 million as of January 29, 2011, $121.0 million as of January 30, 2010 and
$129.9 million as of January 31, 2009.

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

In thousands

Balance at beginning of year
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 limitations
Settlements with tax authorities

Balance at end of year

January 29,
2011

Fiscal Year Ended
January 30,
2010

$191,741
3,968
23,730
(92,483)
(1,123)
(2,739)

$202,543
59,301
1,444
(53,612)
(3,267)
(14,668)

January 31,
2009

$232,859
59,807
1,848
(80,959)
(2,002)
(9,010)

$123,094

$191,741

$202,543

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 $11.0 million as of January 29, 2011, $57.6 million as of January 30, 2010 and
$49.3 million as of January 31, 2009.

TJX 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.

TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax
expense. The amount of interest and penalties expensed was $1.9 million for the year ended January 29, 2011,
$7.6 million for the year ended January 30, 2010 and $15.3 million for the year ended January 31, 2009. The accrued
amounts for interest and penalties are $34.6 million as of January 29, 2011, $50.6 million as of January 30, 2010 and
$51.1 million as of January 31, 2009.

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law,
expirations of statute of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, 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 29, 2011. During the next twelve
months, it is reasonably possible that such circumstances may occur that would have a material effect on previously

F-29

unrecognized tax benefits. As a result, the total net amount of unrecognized tax benefits may decrease, which would
reduce the provision for taxes on earnings by a range estimated at $1.0 million to $49.0 million.

Note M. 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. TJX Europe generally enters leases for ten to fifteen years with five-or ten-year kick-out options.
Many of our leases contain escalation clauses and some contain 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. These expenses in the aggregate were approximately one-third of the total minimum rent in fiscal
2011, fiscal 2010 and fiscal 2009.

Following is a schedule of future minimum lease payments for continuing operations as of January 29, 2011:

In thousands

Fiscal Year
2012
2013
2014
2015
2016
Later years

Total future minimum lease payments

Less amount representing interest

Net present value of minimum capital lease payments

Capital
Lease

Operating
Leases

$ 3,897
3,912
3,912
3,912
3,586
—

$1,092,709
1,022,364
915,656
794,253
670,437
2,304,674

19,219

$6,800,093

3,375

$15,844

The capital lease relates to a 283,000-square-foot portion of 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.

Rental expense under operating leases for continuing operations amounted to $1,031.4 million for fiscal 2011,
$962.0 million for fiscal 2010 and $936.6 million for fiscal 2009. Rental expense includes contingent rent and is reported
net of sublease income. Contingent rent paid was $12.0 million in fiscal 2011, $13.0 million in fiscal 2010 and $8.3 million
in fiscal 2009. Sublease income was $1.2 million in fiscal 2011, $1.3 million in fiscal 2010 and $2.1 million in fiscal 2009.
The total net present value of TJX’s minimum operating lease obligations approximated $5,572.6 million as of January 29,
2011.

TJX had outstanding letters of credit totaling $39.1 million as of January 29, 2011 and $37.6 million as of January 30,

2010. Letters of credit are issued by TJX primarily for the purchase of inventory.

F-30

Note N. 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
Reserve for former operations — short term
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

Accrued expenses and other current liabilities

Fiscal Year Ended

January 29,
2011

January 30,
2010

$ 375,013
17,340
30,598
164,459
167,675
39,518
93,234
460,114

$ 394,070
23,481
—
152,997
146,464
39,302
97,167
394,521

$1,347,951

$1,248,002

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

sales returns, purchased services, 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 for former operations — long term
Accrued rent
Landlord allowances
Tax reserve, long term
Long-term liabilities — other

Other long-term liabilities

Fiscal Year Ended

January 29,
2011

January 30,
2010

$209,042
24,097
165,284
76,236
179,758
54,904

$254,503
35,897
151,006
57,693
181,740
16,260

$709,321

$697,099

Note O. Contingent Obligations and Contingencies

Contingent Obligations: TJX has contingent obligations on leases, for which it was 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 former
businesses for which we have reserved, 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.

TJX also has contingent obligations in connection with some assigned or sublet properties that TJX is able to
estimate. We estimate that the undiscounted obligations of (i) leases of former operations not included in our reserve for
former operations and (ii) properties of our former operations that we would expect to sublet, if the subtenants did not
fulfill their obligations, is approximately $75 million as of January 29, 2011. 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.

TJX is 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.

Contingencies: TJX is involved from time to time in claims, proceedings and litigation arising in the ordinary course of
business. Among these, TJX is a defendant in several lawsuits filed in federal and state courts in California, New York and

F-31

Texas purportedly brought as class or collective actions on behalf of various groups of current and former salaried and hourly
associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour statutes,
including alleged misclassification of positions as exempt from overtime and alleged entitlement to additional wages for
alleged off-the-clock work by hourly employees. The lawsuits seek unspecified monetary damages, injunctive relief and
attorneys’ fees. TJX is vigorously defending these claims. At this time, TJX is not able to predict the outcome of these lawsuits
or the amount of any loss that may arise from them.

Note P. Supplemental Cash Flows Information

The cash flows required to satisfy contingent obligations of the discontinued operations as discussed in Note C, 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:

Dividends payable
Property additions

Non-cash investing and financing activity:

Conversion of zero coupon convertible notes

January 29,
2011

Fiscal Year Ended
January 30,
2010

January 31,
2009

(53 weeks)

$ 48,501
787,273

$ 30,638
494,169

$ 28,269
449,916

$ 9,675
14,568

$ 3,829
37,060

$ 6,945
(19,829)

— $365,088

—

There were no non-cash financing or investing activities during fiscal 2011 and fiscal 2009.

Note Q. Selected Quarterly Financial Data (Unaudited)

Presented below is selected quarterly consolidated financial data for fiscal 2011 and fiscal 2010 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.

In thousands except per share amounts

Fiscal Year Ended January 29, 2011
Net sales
Gross earnings(1)
Income from continuing operations(2)
Net income(3)
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 30, 2010
Net sales
Gross earnings(1)
Net income

Basic earnings per share
Diluted earnings per share

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

$5,016,540
1,367,866
331,434
331,434

$5,068,080
1,348,870
304,984
304,984

$5,525,847
1,519,443
372,309
372,309

$6,331,726
1,665,553
330,803
334,414

0.81
0.80

0.76
0.74

0.94
0.92

0.84
0.83

0.85
0.84

$4,354,224
1,080,878
209,214
0.51
0.49

$4,747,528
1,213,226
261,561
0.62
0.61

$5,244,946
1,442,767
347,799
0.82
0.81

$5,941,746
1,583,144
394,998
0.96
0.94

(1) Gross earnings equal net sales less cost of sales, including buying and occupancy costs.
(2) The fourth quarter of fiscal 2011 income from continuing operations includes a pre-tax $141 million negative impact from the A.J. Wright segment, or $0.21
per share (see Note C). The second quarter of fiscal 2011 income from continuing operations includes a pre-tax $12 million benefit from a reduction in the
Company’s provision related to the previously announced Computer Intrusion(s), or $0.02 per share (see Note B).

(3) The fourth quarter of fiscal 2011 net income includes a $4 million, net of income taxes of $2 million, or $0.01 per share, benefit from a reduction in the

Company’s reserve related to discontinued operations.

F-32

Board of Directors

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

José B. Alvarez
Member of the Faculty,
Harvard Business School

Alan M. Bennett
President and
Chief Executive Officer,
H&R Block Inc.

David A. Brandon
Chairman, Domino’s Pizza, Inc.
Director of Athletics,
The University of Michigan

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

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

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

Carol Meyrowitz
Chief Executive Officer,
The TJX Companies, Inc.

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

Willow B. Shire
Executive Consultant,
Orchard Consulting Group

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

Committees of the
Board of Directors

EXECUTIVE COMMITTEE
Bernard Cammarata, Chairman
Amy B. Lane
John F. O’Brien

AUDIT COMMITTEE
Michael F. Hines, Chairman
José B. Alvarez
David T. Ching
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
Alan M. Bennett
David T. Ching
Fletcher H. Wiley

Senior Corporate Officers

Bernard Cammarata
Chairman of the Board

Carol Meyrowitz
Chief Executive Officer

Ernie Herrman
President

Louis Luciano
Merchandise Coaching
and Development

Ann McCauley
General Counsel and Secretary

SENIOR VICE PRESIDENTS

SENIOR EXECUTIVE
VICE PRESIDENTS

Alfred Appel
Corporate Tax and Insurance

Jeffrey Naylor
Chief Financial and
Administrative Officer

Michael MacMillan
Group President

Jerome R. Rossi
Group President

Nan Stutz
Group President

Paul Sweetenham
Group President

EXECUTIVE VICE
PRESIDENTS

Gregorio R. Flores
Chief Human Resources Officer

Scott Goldenberg
Finance

Kathy S. Lane
Chief Information Officer

Peter Lindenmeyer
Chief Logistics Officer

Marc Boesch
Global Procurement

Elaine Boltz
E-Commerce

Norman Cantin
Merchandising

Lynn Jack
Global Talent Development

Paul Kangas
Enterprise Risk Management
and Chief Compliance Officer

Sherry Lang
Global Communications

Christina Lofgren
Real Estate and Property
Development

Laura Mulcahy
IT Development

John Reichelt
Global Enterprise Architecture

Mary B. Reynolds
Treasurer

Barry Zelman
Brand Development

DIVISIONAL LEADERSHIP

The Marmaxx Group*
Michael MacMillan
TJX Group President

HomeGoods
Nan Stutz
TJX Group President

Richard Sherr
President

TJX Canada**
Nan Stutz
TJX Group President

TJX Europe***
Paul Sweetenham
TJX Group President

Douglas Mizzi
Managing Director, T.K. Maxx

Michael Tilley
Managing Director, T.K. Maxx

Louise Koser
Managing Director, HomeSense

* Combination of T.J. Maxx and Marshalls
** Combination of Winners/HomeSense/

Marshalls/STYLESENSE

*** Combination of T.K. Maxx and

HomeSense

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 certificates 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/equityaccess

TRUSTEES
Public Notes
4.20% Notes
6.95% Notes
U.S. Bank National Association

INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP

INDEPENDENT COUNSEL
Ropes & Gray LLP

FORM 10-K
Information concerning the Company’s operations and
financial position is provided in this report and in the
Form 10-K filed 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.
Global Communications
770 Cochituate Road
Framingham, MA 01701
508-390-2323

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

Sherry Lang
Senior Vice President,
Global Communications
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:

United States
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

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

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

Marshalls: 1-800-646-9466
www.marshallscanada.ca

STYLESENSE: 1-800-646-9466
www.stylesense.ca

TJX Europe
T.K. Maxx: 01923 473561 (U.K. and Ireland)
www.tkmaxx.com (U.K. and Ireland)

T.K. Maxx: 0211 88223100 (Germany)
www.tkmaxx.de (Germany)

T.K. Maxx: 022 55 10 700 (Poland)
www.tkmaxx.pl (Poland)

HomeSense: 0800 328 2601 (U.K.)
www.homesense.com (U.K.)

UNITED STATES

TJX CANADA

TJX EUROPE

THE TJX COMPANIES, INC. 2010 ANNUAL REPORT

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Flexibility Leading
to Success

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