TJX filing — read by section

Item 9A. Controls and Procedures

ITEM 9A. Controls and Procedures 
 (a) Evaluation of Disclosure Controls and Procedures 
 We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures. 
 (b) Changes in Internal Control Over Financial Reporting 
 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 2022 identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 
 (c) Management’s Annual Report on Internal Control Over Financial Reporting 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: 
 – Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of TJX; 
 – Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of TJX are being made only in accordance with authorizations of management and directors of TJX; and 
 – Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of TJX’s assets that could have a material effect on the consolidated financial statements. 
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 
 Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 29, 2022 based on criteria established in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that evaluation, management concluded that its internal control over financial reporting was effective as of January 29, 2022. 
 PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of January 29, 2022, and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein. 
 
 ITEM 9B. Other Information 
 Not applicable. 
 
 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 
 Not applicable. 
 
 
 
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 PART III 
 
 ITEM 10. Directors, Executive Officers and Corporate Governance 
 The information concerning our executive officers is set forth under the heading “Information about our Executive Officers” in Part I of this report. TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120 days after the close of its fiscal year ended January 29, 2022 (“Proxy Statement”). The other information required by this Item and not given in this Item will appear under the headings “Election of Directors” and “Corporate Governance,” including in “Board Leadership and Committees,” and “Audit Committee Report” and, if applicable, “Beneficial Ownership” and “Delinquent Section 16(a) Reports” in our Proxy Statement, which sections are incorporated herein by reference. 
 In addition to our Global Code of Conduct, TJX has a Code of Ethics for TJX Executives governing its Executive Chairman, Chief Executive Officer and President, Chief Financial Officer, Principal Accounting Officer and other senior operating, financial and legal executives. The Code of Ethics for TJX Executives is designed to ensure integrity in TJX’s financial reports and public disclosures. TJX also has a Directors Code of Business Conduct and Ethics 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 tjx.com. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the Directors Code of Business Conduct and Ethics 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 SEC. 
 
 ITEM 11. Executive Compensation 
 The information required by this Item will appear under the headings “Compensation Discussion and Analysis,” “Compensation Tables,” “Director Compensation” and “Compensation Program Risk Assessment” in our Proxy Statement, which sections are incorporated herein by reference. 
 
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
 The information required by this Item will appear under the headings “Equity Compensation Plan Information” and “Beneficial Ownership” in our Proxy Statement, which sections are incorporated herein by reference. 
 
 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 
 The information required by this Item will appear under the heading “Corporate Governance,” including in “Transactions with Related Persons” and “Board Independence,” in our Proxy Statement, which section is incorporated herein by reference. 
 
 ITEM 14. Principal Accountant Fees and Services 
 The information required by this Item will appear under the headings “Audit Committee Report” and “Auditor Fees” in our Proxy Statement, which sections are incorporated herein by reference. 
 
 PART IV 
 
 ITEM 15. Exhibits, Financial Statement Schedule 
 
 (a) FINANCIAL STATEMENT SCHEDULE 
 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 millions Balance Beginning of Period Amounts Charged to Net Income Write-Offs Against Reserve Balance End of
Period 
 Sales Return Reserve: 
 Fiscal Year Ended January 29, 2022 
 $ 168 $ 5,627 $ 5,653 $ 142 
 Fiscal Year Ended January 30, 2021 
 $ 109 $ 3,530 $ 3,471 $ 168 
 Fiscal Year Ended February 1, 2020 
 $ 104 $ 4,862 $ 4,857 $ 109 

 
 39 

 
 
 

 (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. 
 Incorporate by Reference 
 Exhibit No. Description Form Exhibit No. Filing
 Date 
 3(i).1 Fifth Restated Certificate of Incorporation 
 10-K 3(i).1 4/3/2019 
 3(ii).1 By-laws of TJX, as amended 
 8-K 3.1 2/5/2018 
 4.01 Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009 (File No. 333-158360) 
 S-3 4.1 4/2/2009 
 4.02 Third Supplemental Indenture dated as of May 2, 2013 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto 
 8-K 4.2 5/2/2013 
 4.03 Fourth Supplemental Indenture dated as of June 5, 2014 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto 
 8-K 4.2 6/5/2014 
 4.04 Indenture between TJX and U.S. Bank National Association dated September 12, 2016 
 8-K 4.1 9/12/2016 
 4.05 First Supplemental Indenture dated as of September 12, 2016 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto 
 8-K 4.2 9/12/2016 
 4.06 Indenture dated as of April 1, 2020 between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee 
 8-K 4.1 4/1/2020 
 4.07 First Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto. 
 8-K 4.2 4/1/2020 
 4.08 Second Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto. 
 8-K 4.3 4/1/2020 
 4.09 Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto. 
 8-K 4.4 4/1/2020 
 4.10 Fourth Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto. 
 8-K 4.5 4/1/2020 
 4.11 Fifth Supplemental Indenture, dated as of November 30, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto. 
 8-K 4.1 12/3/2020 
 4.12 Sixth Supplemental Indenture, dated as of November 30, 2020 by and TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto. 
 8-K 4.2 12/3/2020 
 4.13 Description of Registrant's Securities. 
 10-K 4.06 3/27/2020 
 10.01 The Executive Severance Plan effective September 27, 2018* 
 10-Q 10.2 12/4/2018 
 10.02 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Carol Meyrowitz and TJX* 
 10-Q 10.3 12/4/2018 
 10.03 The Employment Agreement dated February 1, 2019 between Carol Meyrowitz and TJX * 
 10-K 10.03 4/3/2019 
 10.04 The Amendment to the Employment Agreement between Carol Meyrowitz and TJX effective as of January 28, 2022, filed herewith* 
 
 10.05 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX* 
 10-Q 10.4 12/4/2018 
 10.06 The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX * 
 10-K 10.05 4/3/2019 
 10.07 The Amendment to the Employment Agreement between Ernie Herrman and TJX effective as of January 28, 2022, filed herewith* 
 
 10.08 The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX* 
 10-K 10.4 4/4/2018 
 10.09 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Richard Sherr and TJX* 
 10-Q 10.6 12/4/2018 
 10.10 The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, 2019* 
 10-K 10.10 4/3/2019 
 10.11 The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of January 29, 2021 * 
 10-K 10.09 3/31/2021 

 40 

 
 

 
 Incorporate by Reference 
 Exhibit No. Description Form Exhibit No. Filing
 Date 
 10.12 The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX* 
 10-K 10.5 4/4/2018 
 10.13 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Scott Goldenberg and TJX* 
 10-Q 10.5 12/4/2018 
 10.14 The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, 2019* 
 10-K 10.13 4/3/2019 
 10.15 The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of January 29, 2021 * 
 10-K 10.13 3/31/2021 
 10.16 The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX* 
 10-K 10.6 4/4/2018 
 10.17 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Kenneth Canestrari and TJX* 
 10-Q 10.7 12/4/2018 
 10.18 The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, 2019* 
 10-K 10.16 4/3/2019 
 10.19 The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of January 29, 2021 * 
 10-K 10.17 3/31/2021 
 10.20 The Stock Incentive Plan (2013 Restatement)* 
 10-Q 10.1 5/31/2013 
 10.21 The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016* 
 10-Q 10.1 8/26/2016 
 10.22 The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017* 
 10-K 10.8 3/28/2017 
 10.23 The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, 2018* 
 10-K 10.23 4/3/2019 
 10.24 The Stock Incentive Plan Rules for U.K. Employees, effective as of September 17, 2018* 
 10-Q 10.1 12/4/2018 
 10.25 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012* 
 10-Q 10.1 11/29/2012 
 10.26 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012* 
 10-Q 10.2 11/29/2012 
 10.27 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013* 
 10-Q 10.1 12/3/2013 
 10.28 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2013* 
 10-Q 10.2 12/3/2013 
 10.29 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014* 
 10-Q 10.4 12/2/2014 
 10.30 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014* 
 10-Q 10.5 12/2/2014 
 10.31 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015* 
 10-Q 10.1 12/1/2015 
 10.32 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2015* 
 10-Q 10.2 12/1/2015 
 10.33 The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman* 
 10-K 10.19 3/29/2016 
 10.34 The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 1, 2019* 
 10-Q 10.01 5/31/2019 
 10.35 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 1, 2019* 
 10-Q 10.02 5/31/2019 
 10.36 The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 29, 2021* 
 10-Q 10.1 5/28/2021 
 10.37 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March 29, 2021* 
 10-Q 10.2 5/28/2021 
 10.38 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan* 
 10-K 10.20 3/31/2015 
 10.39 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016* 
 10-Q 10.2 8/26/2016 
 10.40 The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)* 
 10-K 10.22 4/2/2013 
 10.41 The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999* 
 10-K 10.9 4/29/1999 
 10.42 The Second Amendment to the GDCP, effective January 1, 2000* 
 10-K 10.10 4/28/2000 

 41 

 
 

 
 Incorporate by Reference 
 Exhibit No. Description Form Exhibit No. Filing
 Date 
 10.43 The Third and Fourth Amendments to the GDCP* 
 10-K 10.17 3/29/2006 
 10.44 The Fifth Amendment to the GDCP, effective January 1, 2008* 
 10-K 10.17 3/31/2009 
 10.45 The Supplemental Executive Retirement Plan (2015 Restatement)* 
 10-Q 10.3 5/29/2015 
 10.46 The Executive Savings Plan (As Amended and Restated, Effective January 1, 20 22 ) (the ESP) , filed herewith * 
 
 10.47 The Form of TJX Indemnification Agreement for its executive officers and directors*(p) 10-K 10(r) 4/27/1990 
 10.48 The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company*(p) 10-K 10(y) 4/28/1988 
 10.49 The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, N.A.)*(p) 10-K 10(z) 4/28/1988 
 10.50 The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust Company* 
 10-Q 10.5 10/31/2015 
 10.51 First Amendment to 2022 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S. Bank National Association, as administrative agent, and each of the lenders party thereto 
 10-K 10.55 3/27/2020 
 10.52 Second Amendment to 2022 Revolving Credit Agreement, dated as of May 15, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent. 
 8-K 10.1 5/21/2020 
 10.53 Third Amendment to 2022 Revolving Credit Agreement, dated as of November 24, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent 
 10-K 10.58 3/31/2021 
 10.54 First Amendment to 2024 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S. Bank National Association, as administrative agent, and each of the lenders party thereto 
 10-K 10.56 3/27/2020 
 10.55 Second Amendment to 2024 Revolving Credit Agreement, dated as of May 15, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent 
 8-K 10.2 5/21/2020 
 10.56 Third Amendment to 2024 Revolving Credit Agreement, dated as of November 24, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent 
 10-K 10.61 3/31/2021 
 10.57 364 Day Revolving Credit Agreement, dated August 10, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners. 
 8-K 10.1 8/11/2020 
 10.58 First Amendment to 364 Day Revolving Credit Agreement, dated November 24, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners 
 10-K 10.63 3/31/2021 
 10.59 2026 Revolving Credit Agreement, dated June 25, 2021, by and among the TJX Companies, Inc., the lenders from time to time party thereto, U.S. Bank National Association, as administrative agent, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Deutsche Bank Securities, Inc., as co-documentation agents. 
 8-K 10.1 6/29/2021 
 21 Subsidiaries of TJX, filed herewith 
 
 23 Consent of Independent Registered Public Accounting Firm, filed herewith 
 
 24 Power of Attorney given by the Directors and certain Executive Officers of TJX, filed herewith 
 
 31.1 Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 
 
 31.2 Certification Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 
 
 32.1 Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 
 

 42 

 
 

 
 Incorporate by Reference 
 Exhibit No. Description Form Exhibit No. Filing
 Date 
 32.2 Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 
 
 101 The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements 
 
 104 The cover page from The TJX Companies, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 29, 2022, formatted in iXBRL (included in Exhibit 101) 
 

 * Management contract or compensatory plan or arrangement. 
 (p) Paper filing. 
 Unless otherwise indicated, exhibits incorporated by reference were filed under Commission File Number 001-04908. 
 
 ITEM 16. Form 10-K Summary 
 Not applicable. 
 43 

 
 
 

 SIGNATURES 
 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. 
 
 THE TJX COMPANIES, INC. 
 
 
 
 /s/ SCOTT GOLDENBERG 
 Dated: March 30, 2022 Scott Goldenberg, Chief Financial Officer 

 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/ ERNIE HERRMAN /s/ SCOTT GOLDENBERG 
 Ernie Herrman, Chief Executive Officer, President and Director (Principal Executive Officer) Scott Goldenberg, Chief Financial Officer
(Principal Financial and Accounting Officer) 
 
 ZEIN ABDALLA* MICHAEL F. HINES* 
 Zein Abdalla, Director Michael F. Hines, Director 
 
 JOSÉ B. ALVAREZ* AMY B. LANE* 
 José B. Alvarez, Director Amy B. Lane, Director 
 
 ALAN M. BENNETT* CAROL MEYROWITZ* 
 Alan M. Bennett, Director Carol Meyrowitz, Executive Chairman of the Board of Directors 
 
 ROSEMARY T. BERKERY* JACKWYN L. NEMEROV* 
 Rosemary T. Berkery, Director Jackwyn L. Nemerov, Director 
 
 DAVID T. CHING* JOHN F. O’BRIEN* 
 David T. Ching, Director John F. O’Brien, Director 
 
 C. KIM GOODWIN* 
 C. Kim Goodwin, Director 

 
 
 
 
 *BY /s/ SCOTT GOLDENBERG 
 Dated: March 30, 2022 Scott Goldenberg,
as attorney-in-fact 

 
 
 44 

 
 
 

 
 
 
 The TJX Companies, Inc. 
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
 For Fiscal Years Ended January 29, 2022, January 30, 2021 and February 1, 2020. 
 
 Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 
 F- 2 
 
 Consolidated Financial Statements: 
 Consolidated Statements of Income 
 F- 4 
 
 Consolidated Statements of Comprehensive Income 
 F- 5 
 
 Consolidated Balance Sheets 
 F- 6 
 
 Consolidated Statements of Cash Flows 
 F- 7 
 
 Consolidated Statements of Shareholders’ Equity 
 F- 8 
 
 Notes to Consolidated Financial Statements 
 F- 9 
 
 Financial Statement Schedules: 
 Schedule II – Valuation and Qualifying Accounts 
 39 
 

 
 
 F-1 

 
 
 

 Report of Independent Registered Public Accounting Firm 
 To the Board of Directors and Shareholders of The TJX Companies, Inc. 
 
 
 Opinions on the Financial Statements and Internal Control over Financial Reporting 
 We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of January 29, 2022 and January 30, 2021 and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended January 29, 2022 including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended January 29, 2022 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 29, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 
 In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 29, 2022 and January 30, 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 29, 2022 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2022 based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. 
 Change in Accounting Principle 
 As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of February 3, 2019. 
 Basis for Opinions 
 The Company's management is responsible for these consolidated financial statements, 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 the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 
 Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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. 
 Definition and Limitations of Internal Control over Financial Reporting 
 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. 
 F-2 

 
 

 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. 
 Critical Audit Matters 
 The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 
 Income Tax Provision (Benefit) 
 As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of $1.1 billion for the year ended January 29, 2022, has a deferred tax asset net of deferred tax liability of $141 million, including a valuation allowance of $85 million, as of January 29, 2022 and total gross unrecognized tax benefits of $280 million as of January 29, 2022, of which $260 million would affect the Company’s effective tax rate if recognized in a future period. The Company is subject to taxation in the United States, as well as multiple state, local and foreign jurisdictions. The use of estimates and judgments, as well as the interpretation and application of complex tax laws is required by management to determine its provision (benefit) for income taxes. 
 The principal considerations for our determination that performing procedures relating to the provision (benefit) for income taxes is a critical audit matter are the (i) the significant judgment by management when determining the provision (benefit) for income taxes, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures relating to the provision (benefit) for income taxes. 
 Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the provision (benefit) for income taxes. These procedures also included, among others (i) testing the provision (benefit) for income taxes, including the rate reconciliation and current and deferred tax provision (benefit), and (ii) evaluating the completeness of uncertain tax positions, including application of foreign and domestic tax laws and regulations. 
 
 
 
 
 /s/ PricewaterhouseCoopers LLP 
 Boston, Massachusetts 
 March 30, 2022 
 
 
 We have served as the Company’s auditor since 1962. 
 F-3 

 
 
 

 THE TJX COMPANIES, INC. 
 CONSOLIDATED STATEMENTS OF INCOME 
 IN THOUSANDS EXCEPT PER SHARE AMOUNTS 
 
 Fiscal Year Ended 
 January 29,
2022 January 30,
2021 February 1,
2020 
 
 
 Net sales $ 48,549,982 $ 32,136,962 $ 41,716,977 
 Cost of sales, including buying and occupancy costs 34,713,812 24,533,815 29,845,780 
 Selling, general and administrative expenses 9,081,238 7,020,917 7,454,988 
 Loss on early extinguishment of debt 242,248 312,233 — 
 
 Interest expense, net 115,076 180,734 10,026 
 
 Income before income taxes 4,397,608 89,263 4,406,183 
 Provision (benefit) for income taxes 1,114,793 ( 1,207 ) 1,133,990 
 Net income $ 3,282,815 $ 90,470 $ 3,272,193 
 
 Basic earnings per share $ 2.74 $ 0.08 $ 2.71 
 Weighted average common shares – basic 1,199,990 1,199,927 1,208,163 
 
 Diluted earnings per share $ 2.70 $ 0.07 $ 2.67 
 Weighted average common shares – diluted 1,215,591 1,214,703 1,226,519 

 The accompanying notes are an integral part of the consolidated financial statements. 
 F-4 

 
 
 

 THE TJX COMPANIES, INC. 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
 IN THOUSANDS 
 
 Fiscal Year Ended 
 January 29,
2022 January 30,
2021 February 1,
2020 
 
 
 Net income $ 3,282,815 $ 90,470 $ 3,272,193 
 Additions to other comprehensive (loss) income: 
 Foreign currency translation adjustments, net of related tax provisions of $ 207 and $ 2,442 in fiscal 2022 and 2021, respectively and tax benefit of $ 1,189 in fiscal 2020 
 ( 46,715 ) 15,588 ( 3,943 ) 
 
 Recognition of net gains/losses on benefit obligations, net of related tax benefit of $ 17,659 in fiscal 2022, tax provision of $ 9,974 in fiscal 2021 and tax benefit of $ 20,489 in fiscal 2020 
 ( 48,504 ) 30,635 ( 56,275 ) 
 Reclassifications from other comprehensive loss to net income: 
 
 Amortization of loss on cash flow hedge, net of related tax provisions of $ 603 , $ 303 , and $ 303 in fiscal 2022, 2021 and 2020, respectively 
 ( 263 ) 831 831 
 Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $ 4,588 , $ 7,298 , and $ 6,019 , in fiscal 2022, 2021 and 2020, respectively 
 14,403 20,046 16,537 
 Other comprehensive (loss) income, net of tax ( 81,079 ) 67,100 ( 42,850 ) 
 Total comprehensive income $ 3,201,736 $ 157,570 $ 3,229,343 

 The accompanying notes are an integral part of the consolidated financial statements. 
 F-5 

 
 
 

 THE TJX COMPANIES, INC. 
 CONSOLIDATED BALANCE SHEETS 
 IN THOUSANDS EXCEPT PER SHARE AMOUNTS 
 
 Fiscal Year Ended 
 January 29,
2022 January 30,
2021 
 Assets 
 Current assets: 
 Cash and cash equivalents $ 6,226,765 $ 10,469,570 
 
 Accounts receivable, net 517,623 461,139 
 Merchandise inventories 5,961,573 4,337,389 
 Prepaid expenses and other current assets 438,099 434,977 
 Federal, state and foreign income taxes recoverable 114,537 36,262 
 Total current assets 13,258,597 15,739,337 
 Net property at cost 5,270,827 5,036,096 
 Non-current deferred income taxes, net 184,971 127,191 
 Operating lease right of use assets 8,853,934 8,989,998 
 Goodwill 96,662 98,998 
 Other assets 796,467 821,935 
 Total assets $ 28,461,458 $ 30,813,555 
 Liabilities 
 Current liabilities: 
 Accounts payable $ 4,465,427 $ 4,823,397 
 Accrued expenses and other current liabilities 4,244,997 3,471,459 
 Current portion of operating lease liabilities 1,576,561 1,677,605 
 Current portion of long-term debt — 749,684 
 Federal, state and foreign income taxes payable 181,155 81,523 
 Total current liabilities 10,468,140 10,803,668 
 Other long-term liabilities 1,015,720 1,063,902 
 Non-current deferred income taxes, net 44,175 37,164 
 Long-term operating lease liabilities 7,575,590 7,743,216 
 Long-term debt 3,354,841 5,332,921 
 Commitments and contingencies (See Note N) 
 Shareholders’ equity 
 Preferred stock, authorized 5,000,000 shares, par value $ 1 , no shares issued 
 — — 
 Common stock, authorized 1,800,000,000 shares, par value $ 1 , issued and outstanding 1,181,188,731 and 1,204,698,124 shares, respectively 
 1,181,189 1,204,698 
 Additional paid-in capital — 260,515 
 Accumulated other comprehensive (loss) income ( 687,150 ) ( 606,071 ) 
 Retained earnings 5,508,953 4,973,542 
 Total shareholders’ equity 6,002,992 5,832,684 
 Total liabilities and shareholders’ equity $ 28,461,458 $ 30,813,555 

 The accompanying notes are an integral part of the consolidated financial statements. 
 F-6 

 
 
 

 THE TJX COMPANIES, INC. 
 CONSOLIDATED STATEMENTS OF CASH FLOWS 
 IN THOUSANDS 
 Fiscal Year Ended 
 January 29,
2022 January 30,
2021 February 1,
2020 
 
 Cash flows from operating activities: 
 Net income $ 3,282,815 $ 90,470 $ 3,272,193 
 Adjustments to reconcile net income to net cash provided by operating activities: 
 Depreciation and amortization 868,002 870,758 867,303 
 Loss on early extinguishment of debt 242,248 312,233 — 
 Loss on property disposals and impairment charges 8,601 83,794 16,054 
 Deferred income tax (benefit) ( 44,450 ) ( 230,690 ) ( 6,233 ) 
 Share-based compensation 189,048 58,519 124,957 
 
 
 
 Changes in assets and liabilities: 
 (Increase) in accounts receivable ( 61,452 ) ( 71,091 ) ( 42,998 ) 
 (Increase) decrease in merchandise inventories ( 1,657,753 ) 588,756 ( 296,541 ) 
 (Increase) decrease in income taxes recoverable ( 78,275 ) 10,707 ( 34,177 ) 
 Decrease (increase) in prepaid expenses and other current assets 32,563 ( 57,450 ) ( 17,084 ) 
 (Decrease) increase in accounts payable ( 338,091 ) 2,111,189 29,338 
 Increase in accrued expenses and other liabilities 658,817 584,502 345,745 
 Increase (decrease) in income taxes payable 99,682 52,791 ( 128,342 ) 
 (Decrease) increase in net operating lease liabilities ( 129,062 ) 200,243 29,617 
 Other, net ( 15,208 ) ( 42,842 ) ( 93,292 ) 
 Net cash provided by operating activities 3,057,485 4,561,889 4,066,540 
 Cash flows from investing activities: 
 Property additions ( 1,044,794 ) ( 568,021 ) ( 1,223,116 ) 
 Investment in Familia — — ( 230,156 ) 
 Purchases of investments ( 21,888 ) ( 29,100 ) ( 28,838 ) 
 Sales and maturities of investments 20,296 18,524 12,720 
 Other — — 7,419 
 Net cash (used in) investing activities ( 1,046,386 ) ( 578,597 ) ( 1,461,971 ) 
 Cash flows from financing activities: 
 Payments on revolving credit facilities — ( 1,000,000 ) — 
 Proceeds from long-term debt including revolving credit facilities — 5,986,873 — 
 Payments of long-term debt and extinguishment expenses ( 2,975,518 ) ( 1,418,358 ) — 
 Payments for debt issuance expenses — ( 42,377 ) — 
 Payments for repurchase of common stock ( 2,176,298 ) ( 201,500 ) ( 1,551,992 ) 
 Proceeds from issuance of common stock 229,439 211,189 232,106 
 Payments of employee tax withholdings for performance based stock awards ( 25,548 ) ( 29,309 ) ( 23,423 ) 
 Cash dividends paid ( 1,251,833 ) ( 278,256 ) ( 1,071,562 ) 
 
 Net cash (used in) provided by financing activities ( 6,199,758 ) 3,228,262 ( 2,414,871 ) 
 Effect of exchange rate changes on cash ( 54,146 ) 41,264 ( 3,175 ) 
 Net (decrease) increase in cash and cash equivalents ( 4,242,805 ) 7,252,818 186,523 
 Cash and cash equivalents at beginning of year 10,469,570 3,216,752 3,030,229 
 Cash and cash equivalents at end of year $ 6,226,765 $ 10,469,570 $ 3,216,752 

 The accompanying notes are an integral part of the consolidated financial statements. 
 F-7 

 
 
 

 THE TJX COMPANIES, INC. 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY 
 IN THOUSANDS 
 
 Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive (Loss) Income Retained
Earnings Total 
 Shares Par Value 
 $ 1 
 
 Balance, February 2, 2019 
 1,217,183 $ 1,217,183 $ — $ ( 630,321 ) $ 4,461,744 $ 5,048,606 
 Net income — — — — 3,272,193 3,272,193 
 Cumulative effect of accounting change — — — — 403 403 
 Other comprehensive (loss), net of tax — — — ( 42,850 ) — ( 42,850 ) 
 Cash dividends declared on common stock — — — — ( 1,111,788 ) ( 1,111,788 ) 
 Recognition of share-based compensation — — 124,957 — — 124,957 
 Issuance of common stock under stock incentive plan and related tax effect 10,067 10,067 198,616 — — 208,683 
 Common stock repurchased ( 28,150 ) ( 28,150 ) ( 323,573 ) — ( 1,200,269 ) ( 1,551,992 ) 
 Balance, February 1, 2020 
 1,199,100 $ 1,199,100 $ — $ ( 673,171 ) $ 5,422,283 $ 5,948,212 
 Net income — — — — 90,470 90,470 
 
 Other comprehensive income, net of tax — — — 67,100 — 67,100 
 Cash dividends declared on common stock — — — — ( 311,970 ) ( 311,970 ) 
 Recognition (reversal) of share-based compensation — — 112,923 — ( 54,404 ) 58,519 
 Issuance of common stock under stock incentive plan and related tax effect 8,985 8,985 173,307 — ( 439 ) 181,853 
 Common stock repurchased ( 3,387 ) ( 3,387 ) ( 25,715 ) — ( 172,398 ) ( 201,500 ) 
 Balance, January 30, 2021 
 1,204,698 $ 1,204,698 $ 260,515 $ ( 606,071 ) $ 4,973,542 $ 5,832,684 
 Net income — — — — 3,282,815 3,282,815 
 
 Other comprehensive (loss), net of tax — — — ( 81,079 ) — ( 81,079 ) 
 Cash dividends declared on common stock — — — — ( 1,248,037 ) ( 1,248,037 ) 
 Recognition of share-based compensation — — 189,048 — — 189,048 
 Issuance of common stock under stock incentive plan and related tax effect 7,780 7,780 196,426 — ( 347 ) 203,859 
 Common stock repurchased ( 31,289 ) ( 31,289 ) ( 645,989 ) — ( 1,499,020 ) ( 2,176,298 ) 
 Balance, January 29, 2022 
 1,181,189 $ 1,181,189 $ — $ ( 687,150 ) $ 5,508,953 $ 6,002,992 

 The accompanying notes are an integral part of the consolidated financial statements. 
 F-8 

 
 
 

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
 
 Note A. Basis of Presentation and Summary of Accounting Policies 
 Basis of Presentation 
 The Consolidated Financial Statements and Notes thereto of The TJX Companies, Inc. (referred to as “TJX,” “we” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the consolidated financial statements of all of TJX’s subsidiaries, all of which are wholly owned. All of the Company's activities are conducted by TJX or its subsidiaries and are consolidated in these consolidated financial statements. All intercompany transactions have been eliminated in consolidation. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. 
 Fiscal Year 
 TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The fiscal years ended January 29, 2022 (“fiscal 2022”), January 30, 2021 (“fiscal 2021”) and February 1, 2020 (“fiscal 2020”) were 52-week fiscal years. 
 Use of Estimates 
 The preparation of financial statements, in conformity with 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, reserves for uncertain tax positions and loss contingencies to be the most significant accounting policies that involve management estimates and judgments. Actual amounts could differ from these estimates, and such differences could be material. 
 COVID-19 Pandemic 
 The COVID-19 pandemic continued to impact the U.S. and other countries around the world in fiscal 2022. During fiscal 2022, while the Company's stores in the U. S. and all of the Company’s e-commerce businesses remained open for the entire period, the Company had government-mandated temporary store closures in Europe, Canada, and Australia, and intermittently throughout the year, stores operated under government-mandated shopping restrictions, including capacity limitations. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level that could result in possible additional impacts to our operations. The Company cannot reasonably estimate with certainty the duration and severity of this pandemic which has had, and may continue to have, a material impact on its business, results of operations, financial position and cash flows. 
 Summary of Accounting Policies 
 Revenue Recognition 
 Net Sales 
 Net sales consist primarily of merchandise sales, which are recorded net of a reserve for estimated returns, any discounts and sales taxes, for the sales of merchandise both within our stores and online. Net sales also include an immaterial amount of other revenues that represent less than 1 % of total revenues, primarily generated from shipping fee revenue on our online sales. In addition, certain customers may receive discounts that are accounted for as consideration reducing the transaction price. Merchandise sales from our stores are recognized at the point of sale when TJX provides the merchandise to the customer. The performance obligation is fulfilled at this point when the customer has obtained control by paying for and leaving with the merchandise. Merchandise sales made online are recognized when the product has been shipped, which is when legal title has passed and when TJX is entitled to payment, and the customer has obtained the ability to direct the use of and obtain substantially all of the remaining benefits from the goods. Shipping and handling activities related to online sales occur after the customer obtains control of the goods. TJX’s policy is to treat shipping costs as part of our fulfillment center costs within our operating expenditures. As a result, shipping fee revenues received are recognized when control of the goods transfer to the customer and are recorded as net sales. Shipping and handling costs incurred by TJX are included in cost of sales, including buying and occupancy costs. TJX disaggregates revenue by operating segment, see Note G—Segment Information. 
 Deferred Gift Card Revenue 
 Proceeds from the sale of gift 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, as TJX does not fulfill its performance obligation until the gift card has been redeemed. While gift cards have an indefinite life, substantially all are redeemed in the first year of issuance. 
 F-9 

 
 

 The following table presents deferred gift card revenue activity: 
 In thousands January 29,
2022 January 30,
2021 
 Balance, beginning of year $ 576,187 $ 500,844 
 Deferred revenue 1,832,107 1,159,242 
 Effect of exchange rates changes on deferred revenue ( 1,680 ) 3,758 
 Revenue recognized ( 1,721,412 ) ( 1,087,657 ) 
 Balance, end of year $ 685,202 $ 576,187 

 
 TJX recognized $ 1.7 billion in gift card revenue in fiscal 2022 and $ 1.1 billion in fiscal 2021 and $ 1.6 billion in fiscal 2020. The increase in fiscal 2022 in both deferred revenue and revenue recognized versus the prior year reflects the impact of lower customer traffic and temporary store and e-commerce closures in fiscal 2021 due to the COVID-19 pandemic. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were issued during the period. Based on historical experience, the Company estimates the amount of gift cards and store cards that will not be redeemed (referred to as breakage) and, to the extent allowed by local law, these amounts are amortized into income over the estimated redemption period. Revenue recognized from breakage was $ 21 million in fiscal 2022, $ 14 million in fiscal 2021 and $ 20 million in fiscal 2020. 
 Sales Return Reserve 
 The Company's products are generally sold with a right of return and the Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company has elected to apply the portfolio practical expedient. The Company estimates the variable consideration using the expected value method when calculating the returns reserve because the difference in applying it to the individual contract would not differ materially. Returns are estimated based on historical experience and are required to be established and presented at the gross sales value with an asset established for the estimated value of the merchandise returned separately from the refund liability. Liabilities for return allowances are included in “Accrued expenses and other current liabilities” and the estimated value of the merchandise to be returned is included in “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheets. 
 Consolidated Statements of Income Classifications 
 Cost of sales, including buying and occupancy costs, includes the cost of merchandise sold including foreign currency gains and losses on merchandise purchases denominated in other currencies; gains and losses on inventory and fuel-related derivative contracts; asset retirement obligation costs; divisional occupancy costs (including real estate taxes, utility and maintenance costs and fixed asset depreciation); the costs of operating 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 90 days or less at the date of purchase to be cash equivalents. If applicable, investments with maturities greater than 90 days but less than one year at the date of purchase are included in short-term investments. These investments are classified as trading securities and are stated at fair value. Investments are classified as either short - or long-term based on their original maturities. TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks. 
 As of January 29, 2022, TJX’s cash and cash equivalents held outside the U.S. were $ 1.4 billion, of which $ 0.6 billion was held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely. 
 F-10 

 
 

 Merchandise Inventories 
 Inventories are stated at the lower of cost or market. TJX uses the retail method for valuing inventories at all of its businesses, except T.K. Maxx in Australia which is immaterial. The businesses that utilize the retail method have some inventory that is initially valued at cost before the retail method is applied as that inventory has not been fully processed for sale (i.. inventory in transit and unprocessed inventory in the Company’s distribution centers). Under the retail method, TJX utilizes a permanent markdown strategy and lowers the cost value of the inventory that is subject to markdown at the time the retail prices are lowered in the stores. TJX records inventory at the time title transfers, which is typically at the time when inventory is shipped. As a result, merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of $ 1.7 billion at January 29, 2022 and $ 1.2 billion at January 30, 2021. 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. Under TJX’s stock repurchase programs, the Company repurchases its 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 volume of share repurchases under previous programs, TJX has historically had no remaining balance in APIC. 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 up to the amount that an asset for the related grant has been created. Any excess tax benefits or deficiencies are included in the provision for income taxes. The par value of performance share units and restricted stock units is added to common stock when shares are delivered following performance measurement date or service period to the extent vesting requirements have been achieved. The fair value of stock awards and units are added to APIC as the awards are amortized into earnings over the related requisite service periods. 
 Share-Based Compensation 
 TJX accounts for share-based compensation by estimating the fair value of each award on the date of grant. TJX uses the Black-Scholes option pricing model for options awarded and the market price on the grant date for stock awards. Performance-based awards are evaluated quarterly for probability of vesting and performance achievement levels. See Note H—Stock Incentive Plan for a detailed discussion of share-based compensation. 
 Interest 
 TJX’s interest expense is presented net of capitalized interest and interest income. The following is a summary of interest expense, net: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 
 Interest expense $ 123,196 $ 199,038 $ 61,400 
 Capitalized interest ( 3,684 ) ( 5,384 ) ( 2,314 ) 
 Interest (income) ( 4,436 ) ( 12,920 ) ( 49,060 ) 
 Interest expense, net $ 115,076 $ 180,734 $ 10,026 

 
 TJX capitalizes interest during the active construction period of major capital projects and adds the interest to the related assets. 
 Property and Equipment 
 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 to 15 years), whichever is shorter. Furniture, fixtures and equipment are depreciated over 3 to 10 years. Depreciation and amortization expense for property was $ 858 million in fiscal 2022, fiscal 2021 and fiscal 2020. TJX had no property held under finance leases during fiscal 2022, fiscal 2021 or fiscal 2020. Maintenance and repairs are charged to expense as incurred. Significant costs incurred for internally developed software are capitalized and amortized, generally over 5 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. 
 F-11 

 
 

 Lease Accounting 
 The Company adopted ASU No. 2016-02, Leases (Topic 842), as of February 3, 2019, using the modified retrospective method under ASU 2018-11. The Company elected the transition package of three practical expedients, which among other things, allowed it to carry forward the historical lease classification. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead to combine them and account for them as a single lease component. The Company also made the accounting policy election to keep leases with a term of twelve months or less off the Consolidated Balance Sheets and recognizes these lease payments on a straight-line basis over the lease term. 
 Operating leases are included in “Operating lease right of use assets,” “Current portion of operating lease liabilities,” and “Long-term operating lease liabilities” on the Company’s Consolidated Balance Sheets. Right of use assets (“ROU”) assets represent TJX’s right to use an underlying asset for the lease term and lease liabilities represent TJX’s obligation to make lease payments arising from the lease. At the inception of the arrangement, the Company determines if an arrangement is a lease based on assessment of the terms and conditions of the contract. Operating lease ROU assets and lease liabilities are recognized at possession date based on the present value of lease payments over the lease term. The majority of the Company’s leases are retail store locations, and the possession date is typically 30 to 60 days prior to the opening of the store and generally occurs before the commencement of the lease term, as specified in the lease. TJX’s lessors do not provide an implicit rate, nor is one readily available, therefore the Company uses its incremental borrowing rate based on the information available at possession date in determining the present value of future lease payments. The incremental borrowing rate is calculated based on the US Consumer Discretionary yield curve and adjusted for collateralization and foreign currency impact for TJX International and Canada leases. The operating lease ROU assets also include any acquisition costs offset by lease incentives. The Company’s lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term within “Cost of sales, including buying and occupancy costs”. See Note L—Leases for a detailed discussion of lease accounting. 
 Goodwill and Tradenames 
 Goodwill includes 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, and the purchase of Sierra Trading Post in fiscal 2013, which was rebranded as Sierra in fiscal 2019, both of which are included in Marmaxx. The Company fully impaired the Sierra goodwill, recording an impairment charge of $ 97 million in fiscal 2018. The Company’s goodwill also includes the excess of cost over the estimated fair market value of the net assets acquired by TJX in the purchase of Winners in fiscal 1991, included in TJX Canada, as well as the purchase of Trade Secret in fiscal 2016, which was re-branded under the T.K. Maxx name during fiscal 2018 and is included in TJX International. 
 The following is a roll forward of goodwill by segment: 
 In thousands Marmaxx TJX Canada TJX International Total 
 Balance, February 1, 2020 $ 70,027 $ 1,675 $ 23,844 $ 95,546 
 
 Effect of exchange rate changes on goodwill — 61 3,391 3,452 
 Balance, January 30, 2021 $ 70,027 $ 1,736 $ 27,235 $ 98,998 
 Effect of exchange rate changes on goodwill — — ( 2,336 ) ( 2,336 ) 
 Balance, January 29, 2022 $ 70,027 $ 1,736 $ 24,899 $ 96,662 

 
 Goodwill is considered to have an indefinite life and accordingly is not amortized. 
 Tradenames, which are included in other assets, are the value assigned to the name “Marshalls,” acquired by TJX in fiscal 1996 as part of the acquisition of the Marshalls chain, the value assigned to the name “Sierra Trading Post,” acquired by TJX in fiscal 2013 and the value assigned to the name “Trade Secret,” acquired by TJX in fiscal 2016. The tradenames were valued utilizing the relief from royalty method, which calculates the discounted present value of assumed after-tax royalty payments. The Marshalls tradename is considered to have an indefinite life and accordingly is not amortized. The Sierra Trading Post tradename is being amortized over 15 years. During the first quarter of fiscal 2021, the Company fully impaired the Trade Secret tradename, recording an impairment charge of $ 5 million. 
 F-12 

 
 

 The following is a roll forward of tradenames: 
 Fiscal Year Ended 
 January 29, 2022 January 30, 2021 
 In thousands Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Impact of FX Net Carrying Value 
 Definite-lived intangible assets: 
 Sierra Trading Post $ 38,500 $ ( 23,314 ) $ 15,186 $ 38,500 $ ( 20,747 ) $ — $ 17,753 
 Trade Secret $ 12,541 $ ( 12,541 ) $ — $ 12,541 $ ( 10,247 ) $ ( 2,294 ) $ — 
 Indefinite-lived intangible asset: 
 Marshalls $ 107,695 $ — $ 107,695 $ 107,695 $ — $ — $ 107,695 

 
 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, tradenames and trademarks, and the related accumulated amortization or impairment if any, are included in the respective operating segment to which they relate. 
 Impairment of Long-Lived Assets, Goodwill and Tradenames 
 TJX evaluates long-lived assets, including tradenames that are amortized and operating lease right of use assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. This evaluation is performed at the lowest level of identifiable cash flows which are largely independent of other groups of assets, generally at the individual store level for fixed assets and operating lease right of use assets, and at the reporting unit for tradenames that are amortized. If indicators of impairment are identified, an undiscounted cash flow analysis is performed to determine if the carrying value of the asset or asset group is recoverable. If the cash flow is less than the carrying value then an impairment charge will be recorded to the extent the fair value of an asset or asset group is less than the carrying value of that asset or asset group. This resulted in immaterial impairment charges on operating lease right of use assets and store fixed assets in fiscal 2022, fiscal 2021 and fiscal 2020. In fiscal 2021, the Company fully impaired the Trade Secret tradename. There were no impairments related to tradenames in fiscal 2022 or fiscal 2020. 
 Goodwill and indefinite life tradenames are 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. Goodwill is tested for impairment by using a quantitative assessment 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. The Company may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The assessment of qualitative factors is optional and at the Company’s discretion. Indefinite life tradenames are tested for impairment by comparing their carrying value to their fair value, which is determined by calculating the discounted present value of assumed after-tax royalty payments. In fiscal 2022, fiscal 2021 and fiscal 2020, the Company bypassed the qualitative assessment and performed the quantitative impairment test. There were no impairments related to the Company’s goodwill or indefinite life tradenames in fiscal 2022, fiscal 2021, or fiscal 2020. 
 Advertising Costs 
 TJX expenses advertising costs as incurred. Advertising expense was $ 506 million for fiscal 2022, $ 296 million for fiscal 2021 and $ 452 million for fiscal 2020. 
 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 other comprehensive (loss) income. Activity of the foreign operations that affect the Consolidated 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. 
 F-13 

 
 

 Equity Investment 
 In fiscal 2020, the Company acquired a 25 % ownership stake in privately held Familia, an established, off-price apparel and home fashions retailer operating stores throughout Russia. The Company accounts for its equity investment in Familia using the equity method of accounting, with the investment recorded in Other assets on the Company’s Consolidated Balance Sheets, and the Company’s share of Familia’s results recorded in Selling, general and administrative expenses in the Company’s Consolidated Statements of Income. Due to the timing and availability of financial information of Familia, the Company accounts for this equity method investment on a one-quarter lag. 
 As of fiscal 2022 and fiscal 2021, the carrying value of the Company’s equity investment in Familia was $ 186 million and $ 196 million, respectively, which exceeded its share of Familia’s net assets by approximately $ 167 million and $ 186 million, respectively. Substantially all of this difference is comprised of goodwill. Other indefinite-lived intangible assets consisting of tradename and customer relationships are amortized straight line over their useful lives of 10 years for the tradename and 7 years for customer relationships. Revaluing the investment from Russian rubles to the U.S. dollar as of January 29, 2022 resulted in a cumulative translation loss, which reduced the carrying value of TJX’s investment by approximately $ 40 million. The cumulative translation loss has been recorded in the Company’s Consolidated Balance Sheets as a component of Accumulated other comprehensive loss. 
 This investment is evaluated for indicators of impairment on a periodic basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired. If the Company concludes that there is an other-than-temporary impairment of this equity investment, it will adjust the carrying amount of the investment to the current fair value. As of fiscal year ended 2022, 2021 and 2020, the Company determined that no impairment of its equity method investment existed. 
 Subsequent to the fiscal year ended January 29, 2022, given the recent Russian invasion of Ukraine, the Company has committed to divesting its equity ownership in Familia. As a result of this commitment to divest, the Company may recognize an investment loss of up to $ 225 million. Prior to divestiture, the Company may be required to record an impairment charge if the fair value of its investment in Familia declines below the carrying value on the Consolidated Balance Sheets. 
 Future Adoption of New Accounting Standards 
 From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”). The Company has reviewed the new guidance and has determined that it will either not apply to TJX or is not expected to be material to its Consolidated Financial Statements upon adoption and therefore, they are not disclosed. 
 
 Note B. Property at Cost 
 The following table presents the components of property at cost: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 
 Land and buildings 
 $ 1,911,569 $ 1,668,381 
 Leasehold costs and improvements 
 3,652,280 3,568,829 
 Furniture, fixtures and equipment 
 6,871,777 6,525,615 
 Total property at cost $ 12,435,626 $ 11,762,825 
 Less accumulated depreciation and amortization 7,164,799 6,726,729 
 Net property at cost $ 5,270,827 $ 5,036,096 

 
 Presented below is information related to carrying values of TJX’s long-lived tangible assets by geographic location: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 
 United States $ 4,040,955 $ 3,844,711 
 Canada 247,511 241,086 
 Europe 927,020 898,518 
 Australia 55,341 51,781 
 Total long-lived tangible assets $ 5,270,827 $ 5,036,096 

 
 F-14 

 
 
 

 Note C. Accumulated Other Comprehensive (Loss) Income 
 Amounts included in Accumulated other comprehensive (loss) income relate to the Company’s foreign currency translation adjustments, deferred gains/losses on pension and other post-retirement obligations and a cash flow hedge on issued debt, all of which are recorded net of the related income tax effects. The following table details the changes in Accumulated other comprehensive (loss) income for fiscal 2022, fiscal 2021 and fiscal 2020: 
 In thousands Foreign
Currency
Translation Deferred
Benefit Costs Cash Flow
Hedge on Debt Accumulated
Other
Comprehensive (Loss) Income 
 Balance, February 2, 2019 $ ( 453,177 ) $ ( 175,745 ) $ ( 1,399 ) $ ( 630,321 ) 
 Additions to other comprehensive loss: 
 Foreign currency translation adjustments (net of taxes of $ 1,189 ) 
 ( 3,943 ) — — ( 3,943 ) 
 
 Recognition of net gains/losses on benefit obligations (net of taxes of $ 20,489 ) 
 — ( 56,275 ) — ( 56,275 ) 
 Reclassifications from other comprehensive loss to net income: 
 
 Amortization of loss on cash flow hedge (net of taxes of $ 303 ) 
 — — 831 831 
 Amortization of prior service cost and deferred gains/losses (net of taxes of $ 6,019 ) 
 — 16,537 — 16,537 
 Balance, February 1, 2020 $ ( 457,120 ) $ ( 215,483 ) $ ( 568 ) $ ( 673,171 ) 
 Additions to other comprehensive loss: 
 Foreign currency translation adjustments (net of taxes of $ 2,442 ) 
 15,588 — — 15,588 
 
 Recognition of net gains/losses on benefit obligations (net of taxes of $ 9,974 ) 
 — 30,635 — 30,635 
 
 Reclassifications from other comprehensive loss to net income: 
 Amortization of loss on cash flow hedge (net of taxes of $ 303 ) 
 — — 831 831 
 Amortization of prior service cost and deferred gains/losses (net of taxes of $ 7,298 ) 
 — 20,046 — 20,046 
 Balance, January 30, 2021 $ ( 441,532 ) $ ( 164,802 ) $ 263 $ ( 606,071 ) 
 Additions to other comprehensive loss: 
 Foreign currency translation adjustments (net of taxes of $ 207 ) 
 ( 46,715 ) — — ( 46,715 ) 
 Recognition of net gains/losses on benefit obligations (net of taxes of $ 17,659 ) 
 — ( 48,504 ) — ( 48,504 ) 
 Reclassifications from other comprehensive loss to net income: 
 Amortization of loss on cash flow hedge (net of taxes of $ 603 ) 
 — — ( 263 ) ( 263 ) 
 Amortization of prior service cost and deferred gains/losses (net of taxes of $ 4,588 ) 
 — 14,403 — 14,403 
 Balance, January 29, 2022 $ ( 488,247 ) $ ( 198,903 ) $ — $ ( 687,150 ) 

 
 
 Note D. Capital Stock and Earnings Per Share 
 Capital Stock 
 During the second quarter of fiscal 2022, the Company lifted the temporary suspension of its previously authorized stock repurchase programs. TJX repurchased and retired 32 million shares of its common stock at a cost of approximately $ 2.2 billion during fiscal 2022, on a “trade date” basis. Prior to the suspension of the Company’s share repurchase program, during the first quarter of fiscal 2021, TJX repurchased and retired 3 million shares of its common stock at a cost of $ 0.2 billion on a “trade date” basis, and no shares were repurchased during the second quarter of fiscal 2021 through the first quarter of fiscal 2022. 
 F-15 

 
 

 TJX reflects stock repurchases in its consolidated financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of $ 2.2 billion in fiscal 2022, $ 0.2 billion in fiscal 2021 and $ 1.6 billion in fiscal 2020 and repurchased 31 million shares in fiscal 2022, 3 million shares in fiscal 2021 and 28 million shares in fiscal 2020. These expenditures were funded by cash generated from operations. 
 In February 2022, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $ 3.0 billion of TJX common stock from time to time. Under this program and previously announced programs, TJX had approximately $ 3.8 billion available for repurchase as of January 29, 2022. 
 All shares repurchased under the stock repurchase programs have been retired. 
 TJX has five million shares of authorized but unissued preferred stock, $ 1 par value. 
 Earnings Per Share 
 The following table presents the calculation of basic and diluted earnings per share: 
 Fiscal Year Ended 
 In thousands except per share amounts January 29,
2022 January 30,
2021 February 1,
2020 
 
 Basic earnings per share: 
 Net income $ 3,282,815 $ 90,470 $ 3,272,193 
 Weighted average common stock outstanding for basic earnings per share calculation 1,199,990 1,199,927 1,208,163 
 Basic earnings per share $ 2.74 $ 0.08 $ 2.71 
 Diluted earnings per share: 
 Net income $ 3,282,815 $ 90,470 $ 3,272,193 
 Weighted average common stock outstanding for basic earnings per share calculation 1,199,990 1,199,927 1,208,163 
 Assumed exercise/vesting of: 
 Stock options and awards 15,601 14,776 18,356 
 Weighted average common stock outstanding for diluted earnings per share calculation 1,215,591 1,214,703 1,226,519 
 Diluted earnings per share $ 2.70 $ 0.07 $ 2.67 
 Cash dividends declared per share (a) 
 $ 1.04 $ 0.26 $ 0.92 

 
 (a) There were no dividends declared during the first three quarters of fiscal 2021. The Company declared a dividend of $ 0.26 per share in the fourth quarter of fiscal 2021. 
 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 average price of TJX’s common stock for the related fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 5.2 million, 6.2 million and 11.8 million such options excluded at the end of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. 
 
 Note E. 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. TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of derivative financial instruments when and to the extent deemed appropriate. TJX does not use derivative financial instruments for trading or other speculative purposes and does not use any leveraged derivative financial instruments. TJX recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheet 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 accumulated other comprehensive (loss) or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged. 
 F-16 

 
 

 Diesel Fuel Contracts 
 TJX hedges portions of its estimated notional diesel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. 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. During fiscal 2022, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for fiscal 2023. The hedge agreements outstanding at January 29, 2022 relate to approximately 50 % of TJX’s estimated notional diesel requirements for fiscal 2023. These diesel fuel hedge agreements will settle throughout fiscal 2023 and throughout the first month of fiscal 2024. TJX elected not to apply hedge accounting to these contracts. 
 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 by the Company’s operations in currencies other than their respective functional currencies. The contracts outstanding at January 29, 2022 cover merchandise purchases the Company is committed to over the next several months. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the U.K. All merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. A portion of the inflows of Euros to the central buying entity provides a natural hedge for merchandise purchased from third-party vendors that is denominated in Euros. TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30 days’ duration to mitigate this exposure. 
 TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt. 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 following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 29, 2022: 
 In thousands Pay Receive Blended
Contract
Rate Balance Sheet
Location Current
Asset
U.S.$ Current
(Liability)
U.S.$ Net Fair Value 
 in U.S.$ at 
 January 29, 2022 
 
 Fair value hedges: 
 Intercompany balances, primarily debt and related interest: 
 zł 25,000 £ 4,541 0.1816 Prepaid Exp $ 72 $ — $ 72 
 € 60,000 £ 50,568 0.8428 Prepaid Exp 111 — 111 
 A$ 170,000 U.S.$ 122,061 0.7180 Prepaid Exp 2,047 — 2,047 
 U.S.$ 74,646 £ 55,000 0.7368 (Accrued Exp) — ( 918 ) ( 918 ) 
 
 € 200,000 U.S.$ 230,319 1.1516 Prepaid Exp 4,535 4,535 
 Economic hedges for which hedge accounting was not elected: 
 Diesel contracts Diesel fuel contracts Fixed on 
 3.6 M - 4.0 M 
 gal per month 
 Float on 
 3.6 M - 4.0 M 
 gal per month 
 N/A Prepaid Exp 23,649 — 23,649 
 Intercompany billings in TJX International, primarily merchandise related: 
 € 91,000 £ 75,894 0.8340 (Accrued Exp) — ( 145 ) ( 145 ) 
 Merchandise purchase commitments: 
 C$ 987,756 U.S.$ 783,000 0.7927 Prepaid Exp / (Accrued Exp) 6,641 ( 80 ) 6,561 
 C$ 38,138 € 26,500 0.6948 (Accrued Exp) — ( 248 ) ( 248 ) 
 £ 325,482 U.S.$ 442,100 1.3583 Prepaid Exp / (Accrued Exp) 6,023 ( 632 ) 5,391 
 zł 453,000 £ 82,112 0.1813 Prepaid Exp / (Accrued Exp) 744 ( 449 ) 295 
 A$ 65,551 U.S.$ 47,500 0.7246 Prepaid Exp 1,270 — 1,270 
 U.S.$ 66,989 € 59,000 0.8807 (Accrued Exp) — ( 820 ) ( 820 ) 
 Total fair value of financial instruments $ 45,092 $ ( 3,292 ) $ 41,800 

 
 F-17 

 
 

 The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 30, 2021: 
 In thousands Pay Receive Blended
Contract
Rate Balance Sheet
Location Current
Asset
U.S.$ Current
(Liability)
U.S.$ Net Fair Value 
 in U.S.$ at 
 January 30, 2021 
 
 Fair value hedges: 
 Intercompany balances, primarily debt and related interest: 
 zł 45,000 £ 8,846 0.1966 Prepaid Exp $ 11 $ — $ 11 
 A$ 80,000 U.S.$ 62,032 0.7754 Prepaid Exp 738 — 738 
 U.S.$ 75,102 £ 55,000 0.7323 Prepaid Exp 357 — 357 
 £ 200,000 U.S.$ 274,853 1.3743 Prepaid Exp 32 — 32 
 € 200,000 U.S.$ 244,699 1.2235 Prepaid Exp / (Accrued Exp) 427 ( 182 ) 245 
 Economic hedges for which hedge accounting was not elected: 
 Diesel fuel contracts Fixed on 
 1.5 M - 3.8 M 
 gal per month 
 Float on 
 1.5 M - 3.8 M 
 gal per month 
 N/A Prepaid Exp 4,880 — 4,880 
 
 
 Merchandise purchase commitments: 
 C$ 384,679 U.S.$ 296,000 0.7695 Prepaid Exp / (Accrued Exp) 430 ( 5,627 ) ( 5,197 ) 
 C$ 5,391 € 3,500 0.6492 Prepaid Exp 24 — 24 
 £ 203,264 U.S.$ 263,950 1.2986 (Accrued Exp) — ( 15,086 ) ( 15,086 ) 
 zł 30,000 £ 5,865 0.1955 (Accrued Exp) — ( 29 ) ( 29 ) 
 A$ 46,985 U.S.$ 35,250 0.7502 Prepaid Exp / (Accrued Exp) 144 ( 837 ) ( 693 ) 
 U.S.$ 99,810 € 83,700 0.8386 Prepaid Exp / (Accrued Exp) 1,986 ( 160 ) 1,826 
 Total fair value of financial instruments $ 9,029 $ ( 21,921 ) $ ( 12,892 ) 

 
 The impact of derivative financial instruments on the Consolidated Statement of Income during fiscal 2022, fiscal 2021 and fiscal 2020 is presented below: 
 Location of Gain (Loss) Recognized in Income by Derivative Amount of Gain (Loss) Recognized in
Income by Derivative 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 
 Fair value hedges: 
 Intercompany balances, primarily debt and related interest Selling, general and administrative expenses $ 36,033 $ ( 59,829 ) $ 4,788 
 Economic hedges for which hedge accounting was not elected: 
 Intercompany receivable Selling, general and administrative expenses — — 3,257 
 Diesel fuel contracts Cost of sales, including buying and occupancy costs 43,306 ( 5,638 ) ( 9,780 ) 
 Intercompany billings in TJX International, primarily merchandise related Cost of sales, including buying and occupancy costs 5,021 ( 4,249 ) 2,652 
 International lease liabilities Cost of sales, including buying and occupancy costs — — ( 1,113 ) 
 Merchandise purchase commitments Cost of sales, including buying and occupancy costs 23,952 ( 4,468 ) 10,484 
 Gain (loss) recognized in income $ 108,312 $ ( 74,184 ) $ 10,288 

 
 Included in the table above are realized gains of $ 54 million in fiscal 2022, realized losses of $ 74 million in fiscal 2021 and realized gains of $ 20 million in fiscal 2020, all of which were largely offset by gains and losses on the underlying hedged item. 
 F-18 

 
 
 

 Note F. Fair Value Measurements 
 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date or “exit price”. The inputs used to measure fair value are generally classified into the following hierarchy: 
 Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities 
 Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability 
 Level 3: Unobservable inputs for the asset or liability 

 The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 
 Level 1 
 Assets: 
 Executive Savings Plan investments $ 387,666 $ 363,729 
 Level 2 
 Assets: 
 Foreign currency exchange contracts $ 21,443 $ 4,149 
 Diesel fuel contracts 23,649 4,880 
 Liabilities: 
 Foreign currency exchange contracts $ 3,292 $ 21,921 
 

 
 Investments designed to meet obligations under the Executive Savings Plan are invested in registered investment companies traded in active markets and are recorded at unadjusted quoted prices. 
 Foreign currency exchange contracts and diesel fuel 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 instruments are classified within Level 2. 
 The fair value of TJX’s general corporate debt was estimated by obtaining market quotes given the trading levels of other bonds of the same general issuer type and market perceived credit quality. These inputs are considered to be Level 2. The fair value of long-term debt at January 29, 2022 was $ 3.5 billion compared to a carrying value of $ 3.4 billion. The fair value of long-term debt at January 30, 2021 was $ 5.9 billion compared to a carrying value of $ 5.3 billion. The fair value of the current portion of long-term debt as of January 30, 2021 was $ 754 million compared to a carrying value of $ 750 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. For additional information on long-term debt, see Note J—Long-Term Debt and Credit Lines. 
 TJX’s cash equivalents are stated at cost, which approximates fair value due to the short maturities of these instruments. 
 Certain assets and liabilities are measured at fair value on a nonrecurring basis, whereas the majority of assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment. For the years ended January 29, 2022, January 30, 2021 and February 1,
2020, the Company did not record any material impairments to long-lived assets. 
 F-19 

 
 
 

 Note G. Segment Information 
 TJX operates four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and the HomeGoods segment (HomeGoods, Homesense and homegoods.com) both operate in the United States, the TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in Europe and T.K. Maxx in Australia. In addition to the Company’s four main business segments, Sierra operates sierra.com and retail stores in the U.S. The results of Sierra are included in the Marmaxx segment. 
 All of TJX’s stores, with the exception of HomeGoods and HomeSense, sell family apparel and home fashions. HomeGoods and HomeSense offer home fashions. The percentages of the Company’s consolidated revenues by major product category for the last three fiscal years are as follows: 
 Fiscal 2022 Fiscal 2021 Fiscal 2020 
 Apparel: 
 Clothing including footwear 47 % 46 % 51 % 
 Jewelry and accessories 15 15 16 
 Home fashions 38 39 33 
 Total 100 % 100 % 100 % 

 
 TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines as pre-tax income or loss before general corporate expense, interest expense, net and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled measures used by other entities. This measure of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of TJX’s performance or as a measure of liquidity. 
 Presented below is financial information with respect to TJX’s business segments: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 Net sales: 
 In the United States: 
 Marmaxx $ 29,483,073 $ 19,362,573 $ 25,664,805 
 HomeGoods 8,995,140 6,096,237 6,355,770 
 TJX Canada 4,342,538 2,836,088 4,031,406 
 TJX International 5,729,231 3,842,064 5,664,996 
 Total net sales $ 48,549,982 $ 32,136,962 $ 41,716,977 
 Segment profit (loss): 
 In the United States: 
 Marmaxx 
 $ 3,812,847 $ 891,180 $ 3,469,794 
 HomeGoods 907,391 509,562 680,520 
 TJX Canada 484,585 124,143 515,559 
 TJX International 161,199 ( 503,618 ) 307,081 
 Total segment profit $ 5,366,022 $ 1,021,267 $ 4,972,954 
 General corporate expense 611,090 439,037 556,745 
 Loss on early extinguishment of debt 242,248 312,233 — 
 Interest expense, net 115,076 180,734 10,026 
 
 Income before income taxes $ 4,397,608 $ 89,263 $ 4,406,183 

 
 F-20 

 
 

 Business segment information (continued): 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 Identifiable assets: 
 In the United States: 
 Marmaxx $ 11,230,232 $ 10,220,441 $ 11,162,890 
 HomeGoods 3,460,830 2,851,131 2,785,006 
 TJX Canada 2,196,895 2,035,341 1,889,679 
 TJX International 4,280,596 4,389,261 4,284,385 
 Corporate (a) 
 7,292,905 11,317,381 4,023,043 
 Total identifiable assets 
 $ 28,461,458 $ 30,813,555 $ 24,145,003 
 Capital expenditures: 
 In the United States: 
 Marmaxx $ 514,141 $ 216,186 $ 614,624 
 HomeGoods 243,551 162,200 251,864 
 TJX Canada 68,585 43,879 101,862 
 TJX International 218,517 145,756 254,766 
 Total capital expenditures (b) 
 $ 1,044,794 $ 568,021 $ 1,223,116 
 Depreciation and amortization: 
 In the United States: 
 Marmaxx $ 464,660 $ 478,963 $ 473,908 
 HomeGoods 149,130 135,205 124,360 
 TJX Canada 72,507 70,777 66,693 
 TJX International 174,216 175,824 197,262 
 Corporate (c) 
 7,489 9,989 5,080 
 Total depreciation and amortization $ 868,002 $ 870,758 $ 867,303 

 (a) Corporate identifiable assets consist primarily of cash, the trust assets in connection with the Executive Savings Plan and the investment in Familia. Consolidated cash, including cash held in the Company’s foreign entities, is included with corporate assets for consistency with the reporting of cash for the Company’s segments in the U.S. 
 (b) Fiscal 2022 increase in capital spending due to the COVID-19 pandemic impacts in fiscal 2021. 
 (c) Includes debt discount accretion and debt expense amortization. 
 
 Note H. 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. The number of shares authorized for issuance under this plan has been approved by TJX’s shareholders, and all share-based compensation awards are made under this plan. The Stock Incentive Plan, as amended with shareholder approval, has provided for the issuance of up to 696 million shares with 28 million shares available for future grants as of January 29, 2022. TJX issues shares under the plan from authorized but unissued common stock. 
 Total compensation cost related to share-based compensation was $ 189 million, $ 59 million and $ 125 million in fiscal 2022, 2021 and 2020, respectively. As of January 29, 2022, there was $ 160 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan. That cost is expected to be recognized over a weighted-average period of 2 years. 
 Stock Options 
 Options for the purchase of common stock are granted with an exercise price that is 100 % of market price on the grant date, generally vest in thirds over a 3-year period starting 1 year after the grant, and have a 10-year maximum term. When options are granted with other vesting terms, the vesting information is reflected in the valuation. 
 F-21 

 
 

 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: 
 Fiscal Year Ended 
 January 29,
2022 January 30,
2021 February 1,
2020 
 Risk-free interest rate 0.84 % 0.28 % 1.65 % 
 Dividend yield (a) 
 1.5 % 1.4 % 1.6 % 
 Expected volatility factor 23.8 % 26.5 % 23.4 % 
 Expected option life 5.0 years 5.0 years 4.9 years 
 Weighted average fair value of options issued $ 12.85 $ 11.29 $ 10.84 

 (a) The reduction in the yield in fiscal 2021 reflected the temporary suspension of dividends due to the COVID-19 pandemic. TJX calculated an implied dividend yield of 1.4 % by anticipating dividends to resume. The decrease in expected dividend yield reflected the suspension of dividend payments during the first nine months of fiscal 2021. 
 The risk-free interest 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. The Company uses historical data to estimate option exercises, employee termination behavior and dividend yield within the valuation model. Expected volatility is based on a combination of implied volatility from traded options on the Company’s stock, and historical volatility during a term approximating the expected life of the option granted. The expected option life represents an estimate of the period of time options are expected to remain outstanding based upon historical exercise trends. Employee groups and option characteristics are considered separately for valuation purposes when applicable. 
 A summary of the status of TJX’s stock options and related weighted average exercise prices (“WAEP”) is presented below: 
 Fiscal Year Ended 
 Shares in thousands January 29,
2022 January 30,
2021 February 1,
2020 
 Options WAEP Options WAEP Options WAEP 
 
 Outstanding at beginning of year 42,604 $ 41.79 45,065 $ 36.81 49,053 $ 32.02 
 Granted 5,324 70.48 6,268 57.32 6,150 56.74 
 Exercised ( 7,160 ) 32.04 ( 8,239 ) 25.68 ( 9,518 ) 24.40 
 Forfeitures ( 535 ) 57.55 ( 490 ) 52.96 ( 620 ) 46.37 
 Outstanding at end of year 40,233 $ 47.11 42,604 $ 41.79 45,065 $ 36.81 
 Options exercisable at end of year 29,159 $ 40.93 30,659 $ 36.05 32,276 $ 31.04 

 
 The total intrinsic value of options exercised was $ 275 million in fiscal 2022, $ 279 million in fiscal 2021 and $ 293 million in fiscal 2020. 
 The following table summarizes information about stock options outstanding that were expected to vest and stock options outstanding that were exercisable as of January 29, 2022: 
 Shares 
 (in thousands) 
 Aggregate 
 Intrinsic 
 Value 
 (in thousands) 
 Weighted
Average
Remaining
Contract Life WAEP 
 Options outstanding expected to vest (a) 
 10,281 $ 83,586 8.9 years $ 63.25 
 Options exercisable 29,159 $ 887,932 5.0 years $ 40.93 
 Total outstanding options vested and expected to vest 39,440 $ 971,518 6.0 years $ 46.75 

 (a) Reflects 11 million unvested options, net of anticipated forfeitures. 
 F-22 

 
 

 Stock Awards 
 TJX grants restricted stock units and performance share units under the Stock Incentive Plan. Restricted stock units and performance share units are collectively referred to as stock awards. These awards were granted without a purchase price to the recipient and are subject to vesting conditions. Vesting conditions for performance share units include specified performance criteria, generally for a period of three fiscal years. The grant date fair value of the stock awards is charged to income over the requisite service period during which the recipient must remain employed. The fair value of the stock awards is determined at date of grant in accordance with ASC Topic 718 and, for performance share units, assumes that performance goals will be achieved at target. Performance share units and related compensation costs recognized are adjusted, as applicable, for performance above or below the target specified in the award. 
 During fiscal 2022 and fiscal 2021, modifications were approved to previously-granted nonvested performance share unit awards. Under ASC Topic 718 these modifications required that the fair value of these awards be adjusted to reflect the fair value on the date of the modification and resulted in a share-based compensation charge of $ 37 million in fiscal 2022 and $ 16 million in fiscal 2021. 
 A summary of the status of the Company’s non-vested stock awards and changes during fiscal 2022 is presented below: 
 In thousands except grant date fair value Restricted Stock Units Performance Share Units Total Stock Awards Weighted
Average
Grant Date
Fair Value 
 Nonvested at beginning of year 1,799 1,122 2,921 $ 51.36 
 Granted 513 307 820 65.53 
 Vested ( 460 ) ( 378 ) ( 838 ) 52.77 
 Forfeited ( 16 ) ( 4 ) ( 20 ) 60.24 
 Modification — ( 115 ) ( 115 ) 54.99 
 Nonvested at end of year 1,836 932 2,768 58.91 

 
 There were 819,587 units with a weighted average grant date fair value of $ 65.53 , granted in fiscal 2022, 857,216 units, with a weighted average grant date fair value of $ 56.24 , granted in fiscal 2021, and 1,001,849 units, with a weighted average grant date fair value of $ 53.20 , granted in fiscal 2020. The fair value of awards that vested was $ 44 million in fiscal 2022, $ 57 million in fiscal 2021, and $ 38 million in fiscal 2020. 
 The nonvested performance share units are based on the target level of performance achievement under the awards. The actual payout of performance share units will depend on performance results for the award cycle. 
 Other Awards 
 TJX also awards deferred shares to its outside directors under the Stock Incentive Plan. As of the end of fiscal 2022, a total of 557,241 of these deferred shares were outstanding under the plan. 
 
 Note I. Pension Plans and Other Retirement Benefits 
 Pension 
 TJX has a funded defined benefit retirement plan that covers eligible U.S. employees hired prior to February 1, 2006. No employee contributions are required, or permitted, and benefits are based principally on compensation earned in each year of service. TJX’s 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 TJX securities. TJX also has an unfunded supplemental retirement plan that covers certain key employees and provides additional retirement benefits based on final average compensation for certain of those employees (the “primary benefit”) or, alternatively, based on benefits that would be provided under the funded retirement plan absent Internal Revenue Code limitations (the “alternative benefit”). 
 F-23 

 
 

 Presented below is financial information relating to TJX’s funded defined benefit pension plan (“qualified pension plan” or “funded plan”) and its unfunded supplemental pension plan (“unfunded plan”) for the fiscal years indicated. The Company has elected the practical expedient pursuant to ASU 2015-4– Compensation-retirement benefits (Topic 715) and has selected the measurement date of January 31, the calendar month end closest to the Company’s fiscal year end. 
 Funded Plan
Fiscal Year Ended Unfunded Plan
Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 January 29,
2022 January 30,
2021 
 
 Change in projected benefit obligation: 
 Projected benefit obligation at beginning of year $ 1,619,274 $ 1,532,416 $ 113,478 $ 104,823 
 Service cost 49,116 50,123 2,426 2,430 
 Interest cost 52,097 50,210 3,099 3,283 
 Actuarial losses 29,350 13,758 233 8,229 
 
 Benefits paid ( 29,548 ) ( 24,527 ) ( 4,447 ) ( 5,287 ) 
 Expenses paid ( 3,034 ) ( 2,706 ) — — 
 Projected benefit obligation at end of year $ 1,717,255 $ 1,619,274 $ 114,789 $ 113,478 
 Accumulated benefit obligation at end of year $ 1,560,239 $ 1,481,505 $ 100,108 $ 97,451 

 
 Funded Plan
Fiscal Year Ended Unfunded Plan
Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 January 29,
2022 January 30,
2021 
 
 Change in plan assets: 
 Fair value of plan assets at beginning of year $ 1,686,735 $ 1,562,274 $ — $ — 
 Actual return on plan assets 59,422 151,594 — — 
 Employer contribution 100 100 4,447 5,287 
 
 Benefits paid ( 29,548 ) ( 24,527 ) ( 4,447 ) ( 5,287 ) 
 Expenses paid ( 3,034 ) ( 2,706 ) — — 
 Fair value of plan assets at end of year $ 1,713,675 $ 1,686,735 $ — $ — 
 Reconciliation of funded status: 
 Projected benefit obligation at end of year $ 1,717,255 $ 1,619,274 $ 114,789 $ 113,478 
 Fair value of plan assets at end of year 1,713,675 1,686,735 — — 
 Funded status – excess obligation (asset) $ 3,580 $ ( 67,461 ) $ 114,789 $ 113,478 
 Net liability (asset) recognized on Consolidated Balance Sheets $ 3,580 $ ( 67,461 ) $ 114,789 $ 113,478 
 Amounts not yet reflected in net periodic benefit cost and included in Accumulated other comprehensive income (loss): 
 Prior service cost $ 426 $ 803 $ — $ — 
 Accumulated actuarial losses 297,336 245,506 31,599 35,880 
 Amounts included in Accumulated other comprehensive income (loss) $ 297,762 $ 246,309 $ 31,599 $ 35,880 

 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 $ 118 million at January 29, 2022 is reflected on the Consolidate Balance Sheets as of that date as a current liability of $ 4 million and a long-term liability of $ 114 million. The combined net accrued liability of $ 46 million at January 30, 2021 is reflected on the Consolidated Balance Sheets as of that date as a current liability of $ 7 million, a long-term liability of $ 106 million, and a long-term asset of $ 67 million. 
 The increase in the actuarial losses included in Accumulated other comprehensive income (loss) for the funded plan for fiscal 2022 was driven by the actual return on assets which was $ 37 million less than the Company’s estimated return. 
 F-24 

 
 

 TJX determined the assumed discount rate using the BOND: Link model in fiscal 2022 and fiscal 2021. TJX uses the BOND: Link model as this model allows for the selection of specific bonds resulting in better matches in timing of the plans’ expected cash flows. Presented below are weighted average assumptions for measurement purposes for determining the obligation at the year-end measurement date: 
 Funded Plan
Fiscal Year Ended Unfunded Plan
Fiscal Year Ended 
 January 29,
2022 January 30,
2021 January 29,
2022 January 30,
2021 
 Discount rate 3.40 % 3.20 % 3.30 % 2.80 % 
 Rate of compensation increase (a) 
 4.00 % 4.00 % 4.00 % 4.00 % 

 
 (a) As of fiscal 2020, the rate of compensation increase for the Unfunded Plan, reflects the rate for participants eligible for the alternative benefit as the participants eligible for the primary benefit no longer accrue benefits under this plan. 
 TJX made aggregate cash contributions of $ 5 million in fiscal 2022, $ 5 million in fiscal 2021 and $ 102 million in fiscal 2020 to the funded plan and to fund current benefit and expense payments under the unfunded plan. TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80 % of the applicable pension liability (the Funding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of nonqualified plans under the Internal Revenue Code. The Company does not anticipate any required funding in fiscal 2023 for the funded plan. The Company anticipates making contributions of $ 4 million to provide current benefits coming due under the unfunded plan in fiscal 2023. 
 The following are the components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) related to the Company’s pension plans: 
 Funded Plan
Fiscal Year Ended Unfunded Plan
Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 January 29,
2022 January 30,
2021 February 1,
2020 
 
 Net periodic pension cost: 
 Service cost $ 49,116 $ 50,123 $ 44,685 $ 2,426 $ 2,430 $ 2,059 
 Interest cost 52,097 50,210 52,172 3,099 3,283 3,740 
 Expected return on plan assets ( 96,002 ) ( 88,997 ) ( 74,141 ) — — — 
 Amortization of prior service cost 377 377 377 — — — 
 Amortization of net actuarial loss 14,101 22,351 19,055 4,513 4,616 3,124 
 
 Total expense $ 19,689 $ 34,064 $ 42,148 $ 10,038 $ 10,329 $ 8,923 
 Other changes in plan assets and benefit obligations recognized in other comprehensive income: 
 Net loss (gain) $ 65,930 $ ( 48,838 ) $ 71,590 $ 233 $ 8,229 $ 4,682 
 Amortization of net (loss) ( 14,101 ) ( 22,351 ) ( 19,055 ) ( 4,513 ) ( 4,616 ) ( 3,124 ) 
 
 Amortization of prior service cost ( 377 ) ( 377 ) ( 377 ) — — — 
 Total recognized in other comprehensive income (loss) $ 51,452 $ ( 71,566 ) $ 52,158 $ ( 4,280 ) $ 3,613 $ 1,558 
 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 71,141 $ ( 37,502 ) $ 94,306 $ 5,758 $ 13,942 $ 10,481 
 Weighted average assumptions for expense purposes: 
 Discount rate 3.20 % 3.30 % 4.30 % 2.80 % 3.10 % 4.10 % 
 Expected rate of return on plan assets 5.75 % 5.75 % 6.00 % N/A N/A N/A 
 Rate of compensation increase (a) 
 4.00 % 4.00 % 4.00 % 4.00 % 4.00 % 6.00 % 

 (a) For fiscal 2020, the rate of compensation increase for participants eligible for the primary benefit under the unfunded plan is 6.00 %. The assumed rate of compensation increase for participants eligible for the alternative benefit under the unfunded plan is 4.00 %. 
 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. 
 The unrecognized gains and losses in excess of 10 % of the projected benefit obligation are amortized over the average remaining service life of participants. 
 F-25 

 
 

 The 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 Funded Plan
Expected Benefit Payments Unfunded Plan
Expected Benefit Payments 
 Fiscal Year: 
 2023 $ 40,162 $ 3,888 
 2024 46,253 5,042 
 2025 52,352 6,363 
 2026 58,390 52,601 
 2027 64,463 8,424 
 2028 through 2032 408,023 41,209 

 
 The following tables present the fair value hierarchy (See Note F—Fair Value Measurements) for pension assets measured at fair value on a recurring basis as of January 29, 2022 and January 30, 2021: 
 Funded Plan at January 29, 2022 
 In thousands Level 1 Level 2 Total 
 Asset category: 
 Short-term investments $ 8,537 $ — $ 8,537 
 Equity Securities 178,336 — 178,336 
 Fixed Income Securities: 
 Corporate and government bond funds — 1,021,612 1,021,612 
 Futures Contracts — 2,806 2,806 
 Total assets in the fair value hierarchy $ 186,873 $ 1,024,418 $ 1,211,291 
 Assets measured at net asset value (a) 
 — — 502,384 
 Fair value of assets $ 186,873 $ 1,024,418 $ 1,713,675 

 
 Funded Plan at January 30, 2021 
 In thousands Level 1 Level 2 Total 
 Asset category: 
 Short-term investments $ 8,598 $ — $ 8,598 
 Equity Securities 174,691 — 174,691 
 Fixed Income Securities: 
 Corporate and government bond funds — 548,667 548,667 
 Futures Contracts — 4,896 4,896 
 Total assets in the fair value hierarchy $ 183,289 $ 553,563 $ 736,852 
 Assets measured at net asset value (a) 
 — — 949,883 
 Fair value of assets $ 183,289 $ 553,563 $ 1,686,735 

 (a) In accordance with Subtopic 820-10, certain investments that were measured using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of assets presented above. 
 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 sources. 
 Short-term investments are primarily cash related to funding of the plan which had yet to be invested as of balance sheet dates. 
 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 flow 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 independent pricing sources. 
 F-26 

 
 

 Assets measured at net asset value include investments in limited partnerships which 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. Cash equivalents or short-term investments are stated at cost which approximates fair value, and the fair value of common/collective trusts is determined based on net asset value as reported by their fund managers. 
 Following is the asset allocation under the qualified pension plan as of the valuation date for the fiscal years presented: 
 January 29,
2022 January 30,
2021 
 Return-seeking assets 45 % 48 % 
 Liability-hedging assets 55 % 51 % 
 All other – primarily cash — % 1 % 

 
 Under TJX’s investment policy, qualified pension plan assets are to be invested with the objective of generating investment returns that, in combination with funding contributions, provide adequate assets to meet all current and reasonably anticipated future benefit obligations under the plan. The investment policy includes a dynamic asset allocation strategy, whereby, over time, in connection with improvements in the plan’s funded status, the target allocation of return-seeking assets (generally, equities and other instruments with similar risk profile) may decline and the target allocation of liability-hedging assets (generally, fixed income and other instruments with a similar risk profile) may increase. Under the investment policy guidelines, the target asset allocation of return-seeking assets and liability-hedging assets was 44 % and 56 %, respectively, as of January 29, 2022. 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 investment portfolio reviews, annual liability measurements and periodic asset/liability studies. 
 Other Retirement Benefits 
 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 of plan for eligible employees in Puerto Rico. Employees may contribute up to 50 % of eligible pay, subject to limitations. TJX matches employee contributions, up to 5 % of eligible pay, including a basic match at rates of 25 % or 75 % (based upon date of hire and other eligibility criteria) plus a discretionary match, generally up to 25 %, based on TJX’s performance. TJX may also make additional discretionary contributions. Eligible employees are automatically enrolled in the U.S. Plan and, effective February 1, 2022, the Puerto Rico savings plan at a 2 % deferral rate, unless the employee elects otherwise. The total cost of TJX contributions to these plans was $ 83 million in fiscal 2022, $ 61 million in fiscal 2021 and $ 59 million in fiscal 2020. 
 TJX also has a nonqualified savings plan (the Executive Savings Plan) for certain U.S. employees. TJX matches employee deferrals at various rates which amounted to $ 7 million in fiscal 2022, $ 3 million in fiscal 2021 and $ 7 million in fiscal 2020. Although the plan is unfunded, in order to help meet its future obligations TJX transfers an amount generally 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 contributes to retirement/deferred savings programs for eligible Associates at certain of its foreign subsidiaries. The Company contributed $ 26 million for these programs in fiscal 2022, $ 22 million for these programs in fiscal 2021 and $ 20 million in fiscal 2020. 
 Multiemployer Pension Plans 
 TJX contributes to certain multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover union-represented employees. TJX contributed $ 25 million in fiscal 2022, $ 19 million in fiscal 2021 and $ 20 million in fiscal 2020 to the Legacy Plan of the National Retirement Fund (EIN #13-6130178, plan #1), the Adjustable Plan of the National Retirement Fund (EIN #13-6130178, plan #2), the Legacy Plan of the UNITE HERE Retirement Fund (EIN #82-0994119, plan #1) and the Adjustable Plan of the UNITE HERE Retirement Fund (EIN #82-0994119, plan #2). TJX was listed in the Form 5500 for the Legacy Plan of the National Retirement Fund and the Adjustable Plan of the National Retirement Fund as providing more than 5 % of the total contributions for the plan year ending December 31, 2020. In addition, based on information available to TJX, the Pension Protection Act Zone status for the Legacy Plan of the National Retirement Fund is critical and for the Legacy Plan of the UNITE HERE Retirement Fund is critical and declining, and rehabilitation plans have been adopted by these plans. 
 
 
 F-27 

 
 

 The risks of participating in multiemployer pension plans are different from the risks of single-employer pension plans in certain respects, including the following: (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; (c) if TJX ceases to have an obligation to contribute to a multiemployer plan in which the Company had been a contributing employer, or in certain other circumstances, the Company may be required to pay to the plan an amount based on the Company’s allocable share of the underfunded status of the plan, referred to as a withdrawal liability. 
 
 Note J. Long-Term Debt and Credit Lines 
 The table below presents long-term debt, exclusive of current installments, as of January 29, 2022 and January 30, 2021. All amounts are net of unamortized debt discounts. 
 In thousands January 29,
2022 January 30,
2021 
 General corporate debt: 
 2.750 % senior unsecured notes, redeemed on April 15, 2021 (effective interest rate of 2.76 % after reduction of unamortized debt discount of $ 25 in fiscal 2021) 
 $ — $ 749,975 
 2.500 % senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51 % after reduction of unamortized debt discount of $ 56 and $ 100 in fiscal 2022 and 2021, respectively) 
 499,944 499,900 
 3.500 % senior unsecured notes, redeemed on June 4, 2021 (effective interest rate of 3.58 % after reduction of unamortized debt discount of $ 4,208 in fiscal 2021) 
 — 1,245,792 
 2.250 % senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32 % after reduction of unamortized debt discount of $ 3,419 and $ 4,165 in fiscal 2022 and 2021, respectively) 
 996,581 995,835 
 3.750 % senior unsecured notes, redeemed on June 4, 2021 (effective interest rate of 3.76 % after reduction of unamortized debt discount of $ 456 in fiscal 2021) 
 — 749,544 
 1.150 % senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18 % after reduction of unamortized debt discount of $ 811 and $ 939 in fiscal 2022 and 2021, respectively) 
 499,189 499,061 
 3.875 % senior unsecured notes, maturing April 15, 2030; see tender offer details below (effective interest rate of 3.89 % after reduction of unamortized debt discount of $ 506 and $ 568 in fiscal 2022 and 2021, respectively) 
 495,344 495,282 
 1.600 % senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61 % after reduction of unamortized debt discount of $ 551 and $ 610 in fiscal 2022 and 2021, respectively) 
 499,449 499,390 
 4.500 % senior unsecured notes, maturing April 15, 2050; see tender offer details below (effective interest rate of 4.52 % after reduction of unamortized debt discount of $ 2,132 and $ 2,208 in fiscal 2022 and 2021, respectively) 
 383,367 383,291 
 Total debt 3,373,874 6,118,070 
 Current maturities of long-term debt, net of debt issuance costs — ( 749,684 ) 
 Debt issuance costs ( 19,033 ) ( 35,465 ) 
 Long-term debt $ 3,354,841 $ 5,332,921 

 
 The aggregate maturities of long-term debt, inclusive of current installments at January 29, 2022 are as follows: 
 In thousands Long-Term
Debt 
 Fiscal Year: 
 2023 
 $ — 
 2024 500,000 
 2025 — 
 2026 — 
 2027 1,000,000 
 Later years 1,881,349 
 Unamortized debt discount ( 7,475 ) 
 Debt issuance costs ( 19,033 ) 
 
 Aggregate maturities of long-term debt $ 3,354,841 

 
 F-28 

 
 

 Senior Unsecured Notes 
 On June 4, 2021, the Company completed make-whole calls for its $ 1.25 billion aggregate principal amount of 3.500 % Notes maturing in 2025, and its $ 750 million aggregate principal amount of 3.750 % Notes maturing in 2027, which 3.500 % Notes and 3.750 % Notes were originally issued and sold on April 1, 2020. The Notes redeemed via make-whole calls were issued in the first quarter of fiscal 2021 in response to the COVID-19 pandemic. As a result of these redemptions prior to their scheduled maturities, the Company recorded a pre-tax debt extinguishment charge of $ 242 million in the second quarter of fiscal 2022. 
 On April 15, 2021, the Company redeemed all of the outstanding $ 750 million in aggregate principal amount of its 2.750 % Notes due June 15, 2021 at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date. 
 On April 1, 2020, in response to the COVID-19 pandemic, the Company issued and sold $ 1.25 billion aggregate principal amount of 3.875 % Notes due 2030 and $ 750 million aggregate principal amount of 4.500 % Notes due 2050, portions of which were subsequently repurchased pursuant to cash tender offers completed by the Company in December 2020, reducing the aggregate principal amount outstanding to $ 495.5 million and $ 385.0 million, respectively. Interest on these notes is payable semi-annually. In November 2020, TJX completed the issuance of (a) $ 500 million aggregate principal amount of 1.150 % Notes due 2028 and (b) $ 500 million aggregate principal amount of 1.600 % Notes due 2031. Interest on these notes is payable semi-annually. 
 As of January 29, 2022, TJX had outstanding $ 1 billion aggregate principal amount of 2.250 % ten-year Notes due September 2026 and $ 500 million aggregate principal amount of 2.500 % ten-year Notes due May 2023. TJX entered into a rate-lock agreement to hedge $ 700 million of the 2.250 % notes and $ 250 million of the 2.500 % notes prior to their issuance. The cost of these agreements is being amortized to interest expense over the term of the notes resulting in an effective fixed rate of 2.36 % for the 2.25 % notes and 2.57 % for the 2.50 % notes. 
 Credit Facilities 
 On June 25, 2021, the Company entered into a revolving credit agreement providing for a $ 1 billion senior unsecured revolving credit facility maturing on June 25, 2026 (the “2026 Revolving Credit Facility”). The 2026 Revolving Credit Facility replaced the Company's $ 500 million revolving credit facility that was scheduled to mature in March 2022 (the “2022 Revolving Credit Facility”), and the $ 500 million 364 revolving credit facility that was scheduled to mature in August 2021 (the “364-Day Revolving Credit Facility”). Each of the 2022 Revolving Credit Facility and the 364-Day Revolving Credit Facility were terminated on June 25, 2021. With the 2026 Revolving Credit Facility and the Company’s existing $ 500 million revolving credit facility that matures in May 2024 (the “2024 Revolving Credit Facility”), the Company maintained borrowing capacity of $ 1.5 billion. The terms of these revolving credit facilities require quarterly payments on the committed amount and payment of interest on borrowings at rates based on LIBOR or a base rate plus a variable margin, in each case based on the Company’s long-term debt ratings. The 2024 Revolving Credit Facility requires usage fees based on total credit extensions under the facility. As of January 29, 2022 and January 30, 2021, there were no amounts outstanding under these facilities. Each of these facilities require TJX to maintain a ratio of funded debt to earnings before interest, taxes, depreciation and amortization and rentals (EBITDAR) of not more than 3.50 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at the end of all periods presented. 
 As of January 29, 2022 and January 30, 2021, TJX Canada had two uncommitted credit lines, a C$ 10 million facility for operating expenses and a C$ 10 million letter of credit facility. As of January 29, 2022 and January 30, 2021, and during the years then ended, there were no amounts outstanding on the Canadian credit line for operating expenses. As of January 29, 2022 and January 30, 2021, and during the years then ended, the Company’s European business at TJX International had an uncommitted credit line of £ 5 million. As of January 29, 2022 and January 30, 2021, there were no amounts outstanding on the European credit line. 
 
 Note K. Income Taxes 
 For financial reporting purposes, components of income before income taxes are as follows: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 
 United States $ 3,934,151 $ 642,482 $ 3,742,227 
 Foreign 463,457 ( 553,219 ) 663,956 
 Income before income taxes $ 4,397,608 $ 89,263 $ 4,406,183 

 
 F-29 

 
 

 The provision (benefit) for income taxes includes the following: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 
 Current: 
 Federal $ 766,200 $ 189,854 $ 708,508 
 State 270,480 36,246 250,830 
 Foreign 122,325 4,985 181,061 
 Deferred: 
 Federal ( 32,562 ) ( 97,705 ) 9,409 
 State ( 25,723 ) ( 25,406 ) ( 8,203 ) 
 Foreign 14,073 ( 109,181 ) ( 7,615 ) 
 Provision (benefit) provision for income taxes $ 1,114,793 $ ( 1,207 ) $ 1,133,990 

 
 TJX had net deferred tax assets (liabilities) as follows: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 
 Deferred tax assets: 
 Net operating loss carryforward $ 159,154 $ 171,568 
 
 Pension, stock compensation, postretirement and employee benefits 368,060 272,872 
 
 Operating lease liabilities 2,379,024 2,409,392 
 Accruals and reserves 
 236,642 239,696 
 Other 
 13,253 14,750 
 Total gross deferred tax assets $ 3,156,133 $ 3,108,278 
 Valuation allowance ( 85,497 ) ( 76,682 ) 
 Total deferred tax asset $ 3,070,636 $ 3,031,596 
 Deferred tax liabilities: 
 Property, plant and equipment $ 553,138 $ 530,675 
 Capitalized inventory 48,413 47,769 
 Operating lease right of use assets 2,288,985 2,321,733 
 Tradename/intangibles 19,077 17,391 
 Undistributed foreign earnings 8,718 4,789 
 Other 11,509 19,212 
 Total deferred tax liabilities $ 2,929,840 $ 2,941,569 
 Net deferred tax asset $ 140,796 $ 90,027 
 Non-current asset $ 184,971 $ 127,191 
 Non-current liability ( 44,175 ) ( 37,164 ) 
 Total $ 140,796 $ 90,027 

 
 TJX has provided for all applicable state and foreign withholding taxes on all undistributed earnings of its foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through January 29, 2022. The Company has not provided for federal, state, or foreign withholding taxes on the approximately $ 1 billion of undistributed earnings related to all other foreign subsidiaries as such earnings are considered to be indefinitely reinvested in the business. The net amount of unrecognized state and foreign withholding tax liabilities related to the undistributed earnings is not material. 
 As of January 29, 2022 and January 30, 2021, for state income tax purposes, TJX had net operating loss carryforwards of $ 291 million and $ 224 million respectively, which expire, if unused, in the years 2023 through 2042. TJX has analyzed the realization of the state net operating loss carryforwards on an individual state basis. For those states where the Company has determined that it is more likely than not that the state net operating loss carryforwards will not be realized, a valuation allowance of $ 14 million has been provided for the deferred tax asset as of January 29, 2022 and $ 14 million as of January 30, 2021. 
 F-30 

 
 

 The Company had available for foreign income tax purposes (related to Australia, Austria, Germany, the Netherlands, Poland and the U.K.) net operating loss carryforwards of $ 534 million as of January 29, 2022, and $ 626 million as of January 30, 2021. Of the net operating loss carryforwards as of January 29, 2022, $ 5 million will expire, if unused, in fiscal year 2026. The remaining loss carryforwards do not expire. For the deferred tax assets associated with the net operating loss carryforwards for which management has determined it is more likely than not that the deferred tax assets will not be realized, TJX had valuation allowances recorded of approximately $ 71 million as of January 29, 2022, and approximately $ 62 million as of January 30, 2021. 
 The difference between the U.S. federal statutory income tax rate and TJX’s worldwide effective income tax rate is reconciled below: 
 Fiscal Year Ended 
 January 29,
2022 January 30,
2021 February 1,
2020 
 
 U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % 
 Effective state income tax rate 4.6 28.1 4.6 
 Impact of foreign operations 0.9 21.4 0.8 
 Excess share-based compensation ( 1.2 ) ( 59.4 ) ( 1.3 ) 
 Tax credits ( 0.3 ) ( 8.9 ) — 
 Nondeductible/nontaxable items 0.2 ( 3.3 ) — 
 
 All other 0.2 ( 0.3 ) 0.6 
 Worldwide effective income tax rate 25.4 % ( 1.4 ) % 25.7 % 

 
 TJX’s effective income tax rate increased for fiscal 2022 as compared to fiscal 2021. The increase in the fiscal 2022 effective income tax rate is primarily due to the significant increase in profit in fiscal 2022 as compared to the mix of income and losses by jurisdictions in fiscal 2021. 
 TJX had net unrecognized tax benefits of $ 288 million as of January 29, 2022, $ 272 million as of January 30, 2021 and $ 255 million as of February 1, 2020. 
 A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 Balance, beginning of year $ 269,371 $ 259,359 $ 244,195 
 Additions for uncertain tax positions taken in current year 9,272 11,751 21,559 
 Additions for uncertain tax positions taken in prior years 3,032 834 722 
 
 Reductions resulting from lapse of statute of limitations ( 1,989 ) ( 2,352 ) ( 4,022 ) 
 Settlements with tax authorities — ( 221 ) ( 3,095 ) 
 Balance, end of year $ 279,686 $ 269,371 $ 259,359 

 
 Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition. These items amounted to $ 260 million as of January 29, 2022, $ 250 million as of January 30, 2021 and $ 240 million as of February 1, 2020. 
 TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S. and India, fiscal years through 2010 are no longer subject to examination. In all other jurisdictions, fiscal years through 2011 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 $ 7 million for the year ended January 29, 2022, $ 8 million for the year ended January 30, 2021 and $ 5 million for the year ended February 1, 2020. The accrued amounts for interest and penalties are $ 43 million as of January 29, 2022, $ 36 million as of January 30, 2021 and $ 28 million as of February 1, 2020. 
 Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statutes 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 consolidated financial statements as of January 29, 2022. During the next twelve months, it is reasonably possible that tax audit resolutions may reduce unrecognized tax benefits by up to $ 45 million, which would reduce the provision for taxes on earnings. 
 F-31 

 
 
 

 Note L. Leases 
 TJX is committed under long-term leases related to its continuing operations for the rental of real estate and certain service contracts containing embedded leases, all of which are operating leases. Real estate leases represent virtually all of the Company’s store locations as well as some of its distribution centers and office space. Most of TJX’s leases in the U.S. and Canada are store operating leases with ten-year terms and options to extend for one or more five-year periods. Leases in Europe generally have an initial term of ten to fifteen years and leases in Australia generally have an initial lease term of primarily seven to ten years , some of which have options to extend. Many of the Company's leases have options to terminate prior to the lease expiration date. The exercise of both lease renewal and termination options is at the Company’s sole discretion and is not reasonably certain at lease commencement. The Company has deemed that the expense of store renovations makes the renewal of the next lease option reasonably certain to be exercised after these renovations occur. 
 While the overwhelming majority of leases have fixed payment schedules, some leases have variable lease payments based on market indices adjusted periodically for inflation, or include rental payments based on a percentage of retail sales over contractual levels. In addition, for real estate leases, TJX is generally required to pay insurance, real estate taxes and other operating expenses including common area maintenance based on a proportionate share of premises, and some of these costs are based on a market index, primarily in Canada. For leases with these payments based on a market index, the initial lease payment amount is used in the calculation of the operating lease liability and corresponding operating lease assets included on the Consolidated Balance Sheets. Future payment changes to these market index rate leases are not reflected in the operating lease liability and are instead included in variable lease cost. Variable lease cost also includes variable operating expenses for third party service centers and dedicated transportation contracts that are deemed embedded leases. The operating lease ROU assets also includes any lease payments made in advance of the assets use and is reduced by lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. 
 Supplemental balance sheet information related to leases is as follows: 
 Fiscal Year Ended 
 January 29,
2022 January 30,
2021 
 Weighted-average remaining lease term 6.6 years 6.8 years 
 Weighted-average discount rate 2.4 % 2.6 % 

 The following table is a summary of the Company’s components of net lease cost for the fiscal years ended: 
 Fiscal Year Ended 
 In thousands Classification January 29,
2022 January 30,
2021 February 1,
2020 
 Operating lease cost Cost of sales, including buying and occupancy costs $ 1,906,320 $ 1,820,396 $ 1,752,122 
 Variable and short term lease cost Cost of sales, including buying and occupancy costs 1,386,059 1,162,971 1,226,716 
 Total lease cost $ 3,292,379 $ 2,983,367 $ 2,978,838 

 Supplemental cash flow information related to leases is as follows: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 Cash paid for amounts included in the measurement of lease liabilities: 
 Operating cash flows paid for operating leases $ 2,079,564 $ 1,663,005 $ 1,736,403 
 Lease liabilities arising from obtaining right of use assets $ 1,658,240 $ 1,380,402 $ 1,786,212 

 During fiscal 2022, the Company repaid the rent deferrals that had been negotiated due to the COVID-19 pandemic in fiscal 2021 for a significant number of its stores. 
 F-32 

 
 

 The following table summarizes the maturity of lease liabilities under operating leases as of January 29, 2022: 
 In thousands January 29,
2022 
 Fiscal Year: 
 2022 $ 1,911,459 
 2023 1,765,056 
 2024 1,551,319 
 2025 1,329,031 
 2026 1,076,816 
 Later years 2,250,758 
 Total lease payments (a) 
 9,884,439 
 Less: imputed interest (b) 
 732,288 
 Total lease liabilities (c) 
 $ 9,152,151 

 (a) Operating lease payments exclude legally binding minimum lease payments for leases signed but not yet commenced and include options to extend lease terms that are now deemed reasonably certain of being exercised according to the Company’s Lease Accounting Policy. 
 (b) Calculated using the incremental borrowing rate for each lease. 
 (c) Total lease liabilities are broken out on the Consolidated Balance Sheets between Current portion of operating lease liabilities and Long-term operating lease liabilities. 
 
 Note M. Accrued Expenses and Other Liabilities, Current and Long Term 
 The major components of accrued expenses and other current liabilities are as follows: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 
 Employee compensation and benefits, current 
 $ 1,116,529 $ 946,229 
 Merchandise credits and gift certificates 685,202 576,187 
 Occupancy costs, including rent, utilities and real estate taxes 
 399,015 314,850 
 Dividends payable 311,808 315,604 
 Sales tax collections and V.A.T. taxes 267,867 115,409 
 Accrued capital additions 185,695 89,110 
 All other current liabilities 
 1,278,881 1,114,070 
 Total accrued expenses and other current liabilities $ 4,244,997 $ 3,471,459 

 
 All other current liabilities include accruals for expense payables, insurance, customer rewards liability, reserve for sales returns, reserve for taxes, advertising, interest, fair value of derivatives and other items, each of which is individually less than 5 % of current liabilities. 
 The major components of other long-term liabilities are as follows: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 
 Employee compensation and benefits, long-term $ 647,214 $ 679,661 
 Tax reserve, long-term 277,076 264,104 
 Asset retirement obligation 66,292 58,385 
 
 
 
 
 All other long-term liabilities 25,138 61,752 
 Total other long-term liabilities $ 1,015,720 $ 1,063,902 

 
 F-33 

 
 
 

 Note N. Contingent Obligations, Contingencies, and Commitments 
 Contingent Contractual Obligations 
 TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses related to matters including title to assets sold, specified environmental matters or certain income taxes. These obligations are sometimes limited in time or amount. There are no amounts reflected in the Company’s Consolidated Balance Sheets with respect to these contingent obligations. 
 Legal Contingencies 
 TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of its business. TJX has accrued immaterial amounts in the accompanying Consolidated Financial Statements for certain of its legal proceedings. 
 Letters of Credit 
 TJX had outstanding letters of credit totaling $ 53 million as of January 29, 2022 and $ 28 million as of January 30, 2021. Letters of credit are issued by TJX primarily for the purchase of inventory. 
 
 Note O. Supplemental Cash Flow Information 
 TJX’s cash payments for interest and income taxes and non-cash investing and financing activities are as follows: 
 Fiscal Year Ended 
 In thousands January 29,
2022 January 30,
2021 February 1,
2020 
 
 Cash paid for: 
 Interest on debt (a) 
 $ 138,733 $ 153,045 $ 56,322 
 Income taxes (b) 
 1,118,879 146,008 1,280,680 
 Non-cash investing and financing activity: 
 Dividends payable $ ( 3,796 ) $ 33,714 $ 40,226 
 Property additions 96,585 ( 36,251 ) 6,189 

 (a) Decreased interest for fiscal 2022 was due to the refinancing of certain notes in fiscal 2021 as well as the pay down of outstanding debt during fiscal 2022. 
 (b) Increased income taxes for fiscal 2022 was primarily due to increase in profits in fiscal 2022 as compared to the mix of income and losses by jurisdictions in fiscal 2021. 
 F-34
TJX COMPANIES INC /DE/ 10-K

Item 9A. Controls and Procedures
