What changed in this filing

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Item 9A. Controls and Procedures

2023-03-29 compared with 2022-03-30 · 275 added, 344 removed, 1194 unchanged (34% of the section changed)

25 unchanged sentences

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 28, 2023 (“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.

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” 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.

4 unchanged sentences

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.

The information required by this Item will appear under the headings “Compensation Program Risk Assessment,” “Compensation Discussion and Analysis,” “Compensation Tables” and “Director Compensation” in our Proxy Statement, which sections (excluding “Compensation Tables - Pay versus Performance”) are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

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.

The information required by this Item will appear under the heading “Election of Directors,” including in “Board Independence” and under the heading “Corporate Governance,” including in “Transactions with Related Persons” in our Proxy Statement, which sections are incorporated herein by reference.

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.

The information required by this Item will appear under the headings “Audit Committee Report,” “Pre-Approval Policies” and “Auditor Fees” in our Proxy Statement, which sections are incorporated herein by reference.

Exhibits, Financial Statement Schedule

8 unchanged sentences

$ 168 $ 5,627 $ 5,653 $ 142

Fiscal Year Ended February 1, 2020

Fiscal Year Ended January 30, 2021

$ 109 $ 3,530 $ 3,471 $ 168

51 unchanged sentences

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*

10.04 The Amendment to the Employment Agreement between Carol Meyrowitz and TJX effective as of January 28, 2022 *

10-K 10.04 3/30/2022

10.05 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*

2 unchanged sentences

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*

10.07 The Amendment to the Employment Agreement between Ernie Herrman and TJX effective as of January 28, 2022 *

10-K 10.07 3/30/2022

10.08 The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*

8 unchanged sentences

Description Form Exhibit No.

10.12 The Letter Agreement dated April 28, 2022 between Richard Sherr and TJX*

10-Q 10.1 5/27/2022

10.13 The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*

14 unchanged sentences

10-K 10.17 3/31/2021

10.21 The Executive Severance and Change of Control Plan effective September 19, 2022*

10-Q 10.4 11/29/2022

10.22 The Offer Letter Agreement dated November 14, 2022 between John Klinger and TJX*

10-Q 10.5 11/29/2022

10.23 The Obligations Agreement dated November 14, 2022 between John Klinger and TJX*

10-Q 10.6 11/29/2022

10.24 The Stock Incentive Plan (2013 Restatement)*

6 unchanged sentences

10-K 10.23 4/3/2019

10.28 The Stock Incentive Plan (2022 Restatement)*

10-Q 10.1 8/26/2022

10.29 The Stock Incentive Plan Rules for U.K.

1 unchanged sentence

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*

10.30 The Stock Incentive Plan Rules for U.K.

Employees, effective as of January 30, 2022*

10-Q 10.2 8/26/2022

10.26 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012*

10.31 The Stock Incentive Plan Rules for U.K.

Employees, effective as of September 19, 2022*

10-Q 10.3 11/29/2022

11 unchanged sentences

10-Q 10.2 12/1/2015

10.38 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2022*

10-Q 10.2 11/29/2022

10.39 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

10.40 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 1, 2019*

4 unchanged sentences

10-Q 10.2 5/28/2021

10.43 The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 28, 2022*

10-Q 10.2 5/27/2022

10.44 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March 28, 2022*

10-Q 10.3 5/27/2022

Incorporate by Reference

Description Form Exhibit No.

10.45 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*

8 unchanged sentences

10-K 10.10 4/28/2000

Incorporate by Reference

Description Form Exhibit No.

10.50 The Third and Fourth Amendments to the GDCP*

4 unchanged sentences

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

10.53 The Executive Savings Plan (As Amended and Restated, Effective January 1, 2022) (the ESP) *

10.K 10.46 3/30/2022

10.54 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

10.55 The Trust Agreement for Executive Savings Plan dated as of January 20, 2023 between TJX and Fidelity Management Trust Company, filed herewith*

10.56 The Form of TJX Indemnification Agreement for its executive officers and directors*(p) 10-K 10(r) 4/27/1990

10.57 First Amendment to 2022 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S.

35 unchanged sentences

24 Power of Attorney given by the Directors and certain Executive Officers of TJX, filed herewith

Incorporate by Reference

Description Form Exhibit No.

31.1 Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

1 unchanged sentence

32.1 Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

Incorporate by Reference

Description Form Exhibit No.

32.2 Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

9 unchanged sentences

THE TJX COMPANIES, INC.

/s/ SCOTT GOLDENBERG

March 30, 2022 Scott Goldenberg, Chief Financial Officer

/s/ JOHN KLINGER

March 29, 2023 John Klinger, 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

/s/ ERNIE HERRMAN /s/ JOHN KLINGER

Ernie Herrman, Chief Executive Officer, President and Director (Principal Executive Officer) John Klinger, Chief Financial Officer

(Principal Financial and Accounting Officer)

ZEIN ABDALLA* MICHAEL F.

Zein Abdalla, Director Michael F.

ALVAREZ* MICHAEL F.

Alvarez, Director Michael F.

Hines, Director

ALVAREZ* AMY B.

Alvarez, Director Amy B.

BENNETT* AMY B.

Bennett, Director Amy B.

Lane, Director

BENNETT* CAROL MEYROWITZ*

Bennett, Director Carol Meyrowitz, Executive Chairman of the Board of Directors

BERKERY* JACKWYN L.

Berkery, Director Jackwyn L.

BERKERY* CAROL MEYROWITZ*

Berkery, Director Carol Meyrowitz, Executive Chairman of the Board of Directors

CHING* JACKWYN L.

Ching, Director Jackwyn L.

Nemerov, Director

CHING* JOHN F.

Ching, Director John F.

O’Brien, Director

Kim Goodwin, Director

*BY /s/ SCOTT GOLDENBERG

March 30, 2022 Scott Goldenberg,

*BY /s/ JOHN KLINGER

March 29, 2023 John Klinger,

as attorney-in-fact

1 unchanged sentence

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended January 29, 2022, January 30, 2021 and February 1, 2020.

For Fiscal Years Ended January 28, 2023, January 29, 2022 and January 30, 2021.

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

16 unchanged sentences

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2023 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

35 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

IN MILLIONS EXCEPT PER SHARE AMOUNTS

Fiscal Year Ended

2023 January 29,

2021 February 1,

2022 January 30,

Net sales $ 49,936 $ 48,550 $ 32,137

1 unchanged sentence

Selling, general and administrative expenses 8,927 9,081 7,021

Impairment on equity investment 218 — —

Loss on early extinguishment of debt — 242 312

12 unchanged sentences

2023 January 29,

2021 February 1,

2022 January 30,

Net income $ 3,498 $ 3,283 $ 90

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

Additions to other comprehensive income (loss):

Foreign currency translation adjustments, net of related tax benefit of $ 7 and tax provisions of $ 0 and $ 2 in fiscal 2023, 2022 and 2021, respectively

( 56 ) ( 45 ) 14

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

Recognition of net gains/losses on benefit obligations, net of related tax provision of $ 41 in fiscal 2023, tax benefit of $ 18 in fiscal 2022 and tax provision of $ 10 in fiscal 2021

121 ( 48 ) 31

1 unchanged sentence

Amortization of loss on cash flow hedge, net of related tax provisions of $ 1 and $ 0 in fiscal 2022 and 2021, respectively

( 263 ) 831 831

Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $ 6 , $ 5 and $ 7 in fiscal 2023, 2022 and 2021, respectively

14,403 20,046 16,537

Other comprehensive (loss) income, net of tax ( 81,079 ) 67,100 ( 42,850 )

Other comprehensive income (loss), net of tax 81 ( 80 ) 66

Total comprehensive income $ 3,579 $ 3,203 $ 156

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

IN MILLIONS EXCEPT SHARE AMOUNTS

Fiscal Year Ended

28 unchanged sentences

Common stock, authorized 1,800,000,000 shares, par value $ 1 , issued and outstanding 1,155,437,908 and 1,181,188,731 shares, respectively

1,181,189 1,204,698

Additional paid-in capital — —

8 unchanged sentences

2023 January 29,

2021 February 1,

2022 January 30,

Cash flows from operating activities:

2 unchanged sentences

Depreciation and amortization 887 868 871

Impairment on equity investment 218 — —

Loss on early extinguishment of debt — 242 312

Loss on property disposals and impairment charges 23 9 84

Deferred income tax (benefit) ( 44,450 ) ( 230,690 ) ( 6,233 )

Deferred income tax provision (benefit) 64 ( 44 ) ( 231 )

Share-based compensation 122 189 59

1 unchanged sentence

(Increase) in accounts receivable ( 51 ) ( 61 ) ( 71 )

(Increase) decrease in merchandise inventories ( 1,657,753 ) 588,756 ( 296,541 )

Decrease (increase) in merchandise inventories 58 ( 1,658 ) 589

(Increase) decrease in income taxes recoverable ( 5 ) ( 78 ) 11

Decrease (increase) in prepaid expenses and other current assets 32,563 ( 57,450 ) ( 17,084 )

(Increase) decrease in prepaid expenses and other current assets ( 73 ) 33 ( 57 )

(Decrease) increase in accounts payable ( 600 ) ( 338 ) 2,111

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 accrued expenses and other liabilities ( 23 ) 659 585

(Decrease) increase in income taxes payable ( 126 ) 100 53

(Decrease) increase in net operating lease liabilities ( 1 ) ( 129 ) 200

3 unchanged sentences

Property additions ( 1,457 ) ( 1,045 ) ( 568 )

Investment in Familia — — ( 230,156 )

Purchases of investments ( 31 ) ( 22 ) ( 29 )

Sales and maturities of investments 18 21 18

Other — — 7,419

Net cash (used in) investing activities ( 1,470 ) ( 1,046 ) ( 579 )

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 ( 2,255 ) ( 2,176 ) ( 202 )

Proceeds from issuance of common stock 321 229 211

Payments of employee tax withholdings for performance based stock awards ( 25,548 ) ( 29,309 ) ( 23,423 )

Cash dividends paid ( 1,339 ) ( 1,252 ) ( 278 )

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

Proceeds from long-term debt including revolving credit facilities — — 5,987

Payments of long-term debt and extinguishment expenses — ( 2,976 ) ( 1,418 )

Other ( 33 ) ( 25 ) ( 72 )

Net cash (used in) provided by financing activities ( 3,306 ) ( 6,200 ) 3,228

14 unchanged sentences

Net income — — — — 90 90

Cumulative effect of accounting change — — — — 403 403

Other comprehensive (loss), net of tax — — — ( 42,850 ) — ( 42,850 )

Other comprehensive income, net of tax — — — 66 — 66

Cash dividends declared on common stock — — — — ( 312 ) ( 312 )

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

Recognition (reversal) of share-based compensation — — 113 — ( 54 ) 59

Issuance of common stock under stock incentive plan and related tax effect 9 9 175 — 0 184

Common stock repurchased ( 3 ) ( 3 ) ( 27 ) — ( 172 ) ( 202 )

Balance, February 1, 2020

Balance, January 30, 2021

1,205 $ 1,205 $ 261 $ ( 607 ) $ 4,974 $ 5,833

Net income — — — — 3,283 3,283

Other comprehensive income, net of tax — — — 67,100 — 67,100

Other comprehensive (loss), net of tax — — — ( 80 ) — ( 80 )

Cash dividends declared on common stock — — — — ( 1,249 ) ( 1,249 )

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

Recognition of share-based compensation — — 189 — — 189

Issuance of common stock under stock incentive plan and related tax effect 7 7 196 — 0 203

3 unchanged sentences

Net income — — — — 3,498 3,498

Other comprehensive (loss), net of tax — — — ( 81,079 ) — ( 81,079 )

Other comprehensive income, net of tax — — — 81 — 81

Cash dividends declared on common stock — — — — ( 1,373 ) ( 1,373 )

12 unchanged sentences

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.

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.

The fiscal years ended January 28, 2023 (“fiscal 2023”), January 29, 2022 (“fiscal 2022”) and January 30, 2021 (“fiscal 2021”) were 52-week fiscal years.

Fiscal 2024 will be a 53-week fiscal year and will end February 3, 2024.

Use of Estimates

2 unchanged sentences

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.

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

2 unchanged sentences

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.

In addition, certain customers, primarily Associates, 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.

10 unchanged sentences

The following table presents deferred gift card revenue activity:

In thousands January 29,

In millions January 28,

2023 January 29,

5 unchanged sentences

TJX recognized $ 1.9 billion in gift card revenue in fiscal 2023 and $ 1.7 billion in fiscal 2022 and $ 1.1 billion in fiscal 2021.

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.

27 unchanged sentences

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.

Investments are classified as either short-term 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.

5 unchanged sentences

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..

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.e.

inventory in transit and unprocessed inventory in the Company’s distribution centers).

9 unchanged sentences

All shares repurchased have been retired.

In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, which introduces a 1% excise tax after December 31, 2022 on the fair market value of certain stock that is repurchased during the taxable year.

The taxable amount is reduced by the fair market value of certain issuances of stock throughout the year.

Any excise tax incurred on repurchases will be recognized as part of the cost of the repurchase.

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.

11 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Interest expense $ 91 $ 123 $ 199

8 unchanged sentences

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.

Depreciation and amortization expense for property was $ 879 million in fiscal 2023, and $ 858 million in both fiscal 2022 and fiscal 2021.

TJX had no property held under finance leases during fiscal 2023, fiscal 2022 or fiscal 2021.

4 unchanged sentences

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.

Right of use (“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.

9 unchanged sentences

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.

Maxx chain, which is included in the Marmaxx segment.

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.

1 unchanged sentence

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

In millions Marmaxx TJX Canada TJX International Total

Balance, January 30, 2021 $ 70 $ 2 $ 27 $ 99

Effect of exchange rate changes on goodwill — 0 ( 2 ) ( 2 )

11 unchanged sentences

January 28, 2023 January 29, 2022

In thousands Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Impact of FX Net Carrying Value

In millions Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value

Definite-lived intangible assets:

11 unchanged sentences

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.

This resulted in immaterial impairment charges on operating lease ROU assets and store fixed assets in fiscal 2023, fiscal 2022 and fiscal 2021.

In fiscal 2021, the Company fully impaired the Trade Secret tradename.

10 unchanged sentences

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.

Advertising expense was $ 0.5 billion for both fiscal 2023 and fiscal 2022 and $ 0.3 billion for fiscal 2021.

Foreign Currency Translation

7 unchanged sentences

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.

In fiscal 2020, the Company acquired a minority ownership stake in privately held Familia, an off-price retailer of apparel and home fashions domiciled in Luxembourg that operates stores throughout Russia.

During fiscal 2023, the Company announced that it had committed to divesting its minority investment.

As a result, the Company performed an impairment analysis of this investment and recorded an impairment charge of $ 218 million representing the entire carrying value of the Company’s investment.

Additionally, the Company realized a $ 54 million tax benefit when the Company completed the divestiture of this investment during the third quarter ended October 29, 2022.

See Note F—Fair Value Measurements for additional information.

As of the end of fiscal 2022, the carrying value of the Company’s equity investment in Familia was $ 186 million, which exceeded its share of Familia’s net assets by approximately $ 167 million.

Substantially all of this difference was comprised of goodwill.

Future Adoption of New Accounting Standards

1 unchanged sentence

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.

Property at Cost

1 unchanged sentence

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2 unchanged sentences

Leasehold costs and improvements

3,652,280 3,568,829

Furniture, fixtures and equipment

6,871,777 6,525,615

Total property at cost $ 13,317 $ 12,436

3 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

7 unchanged sentences

The following table details the changes in Accumulated other comprehensive (loss) income for fiscal 2023, fiscal 2022 and fiscal 2021:

In thousands Foreign

In millions and net of immaterial taxes Foreign

Translation Deferred

4 unchanged sentences

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 )

Foreign currency translation adjustments, net of taxes 14 — — 14

Recognition of net gains/losses on benefit obligations, net of taxes — 31 — 31

Reclassifications from other comprehensive loss to net income:

Amortization of loss on cash flow hedge (net of taxes of $ 303 )

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 )

Amortization of loss on cash flow hedge, net of taxes — — 1 1

Amortization of prior service cost and deferred gains/losses, net of taxes — 20 — 20

Balance, January 30, 2021 $ ( 443 ) $ ( 164 ) $ — $ ( 607 )

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

Foreign currency translation adjustments, net of taxes ( 45 ) — — ( 45 )

Recognition of net gains/losses on benefit obligations, net of taxes — ( 48 ) — ( 48 )

Reclassifications from other comprehensive loss to net income:

Amortization of loss on cash flow hedge (net of taxes of $ 303 )

Amortization of prior service cost and deferred gains/losses (net of taxes of $ 7,298 )

— 20,046 — 20,046

Amortization of loss on cash flow hedge, net of taxes — — 0 0

Amortization of prior service cost and deferred gains/losses, net of taxes — 13 — 13

Balance, January 29, 2022 $ ( 488 ) $ ( 199 ) $ — $ ( 687 )

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 )

Foreign currency translation adjustments, net of taxes ( 56 ) — — ( 56 )

Recognition of net gains/losses on benefit obligations, net of taxes — 121 — 121

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

Amortization of prior service cost and deferred gains/losses, net of taxes — 16 — 16

Balance, January 28, 2023 $ ( 544 ) $ ( 62 ) $ — $ ( 606 )

1 unchanged sentence

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 35 million shares of its common stock at a cost of approximately $ 2.3 billion during fiscal 2023, 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.

TJX reflects stock repurchases in its consolidated financial statements on a “settlement date” or cash basis.

TJX had cash expenditures under repurchase programs of $ 2.3 billion in fiscal 2023, $ 2.2 billion in fiscal 2022 and $ 0.2 billion in fiscal 2021 and repurchased 35 million shares in fiscal 2023, 31 million shares in fiscal 2022 and 3 million shares in fiscal 2021.

These expenditures were funded by cash generated from operations.

These expenditures were funded by cash on hand and cash generated from operations.

In February 2023, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $ 2 billion of TJX common stock from time to time.

5 unchanged sentences

Fiscal Year Ended

In thousands except per share amounts January 29,

Amounts in millions except per share amounts January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Basic earnings per share:

Net income $ 3,498 $ 3,283 $ 90

Weighted average common stock outstanding for basic earnings per share calculation 1,199,990 1,199,927 1,208,163

Weighted average common shares outstanding for basic earnings per share calculation 1,166 1,200 1,200

Basic earnings per share $ 3.00 $ 2.74 $ 0.08

1 unchanged sentence

Net income $ 3,498 $ 3,283 $ 90

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

Weighted average common shares outstanding for basic earnings per share calculation 1,166 1,200 1,200

Assumed exercise/vesting of stock options and awards 12 16 15

Weighted average common shares outstanding for diluted earnings per share calculation 1,178 1,216 1,215

Diluted earnings per share $ 2.97 $ 2.70 $ 0.07

16 unchanged sentences

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.

TJX hedges portions of its estimated notional diesel fuel 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.

During fiscal 2023, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2024.

The hedge agreements outstanding at January 28, 2023 relate to approximately 50 % of TJX’s estimated notional diesel fuel requirements for fiscal 2024.

These diesel fuel hedge agreements will settle throughout fiscal 2024 and the first month of fiscal 2025.

TJX elected not to apply hedge accounting to these contracts.

1 unchanged sentence

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.

The contracts outstanding at January 28, 2023 cover merchandise purchases the Company is committed to over the next several months in fiscal 2024.

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.

Merchandise is purchased centrally in the U.K.

and then shipped and billed to the retail entities in other countries.

6 unchanged sentences

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 28, 2023:

In thousands Pay Receive Blended

In millions Pay Receive Blended

Rate Balance Sheet

4 unchanged sentences

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

Intercompany balances, primarily debt:

€ 60 £ 53 0.8807 (Accrued Exp) $ — $ ( 0.3 ) $ ( 0.3 )

A$ 150 U.S.$ 105 0.7003 (Accrued Exp) — ( 2.6 ) ( 2.6 )

U.S.$ 69 £ 55 0.8010 (Accrued Exp) — ( 0.3 ) ( 0.3 )

€ 200,000 U.S.$ 230,319 1.1516 Prepaid Exp 4,535 4,535

£ 200 U.S.$ 244 1.2191 (Accrued Exp) — ( 5.5 ) ( 5.5 )

€ 200 U.S.$ 213 1.0652 Prepaid Exp / (Accrued Exp) 0.8 ( 7.0 ) ( 6.2 )

Economic hedges for which hedge accounting was not elected:

Diesel contracts Diesel fuel contracts Fixed on

Diesel fuel contracts Fixed on

3.2 M - 3.6 M

4 unchanged sentences

Intercompany billings in TJX International, primarily merchandise related:

€ 91,000 £ 75,894 0.8340 (Accrued Exp) — ( 145 ) ( 145 )

€ 146 £ 129 0.8834 Prepaid Exp 0.8 — 0.8

Merchandise purchase commitments:

C$ 705 U.S.$ 525 0.7449 Prepaid Exp / (Accrued Exp) 2.2 ( 7.1 ) ( 4.9 )

C$ 38,138 € 26,500 0.6948 (Accrued Exp) — ( 248 ) ( 248 )

C$ 23 € 16 0.7064 Prepaid Exp / (Accrued Exp) 0.4 0.0 0.4

£ 299 U.S.$ 356 1.1916 Prepaid Exp / (Accrued Exp) 0.1 ( 15.4 ) ( 15.3 )

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

zł 507 £ 91 0.1788 (Accrued Exp) — ( 3.6 ) ( 3.6 )

A$ 104 U.S.$ 71 0.6819 (Accrued Exp) — ( 3.3 ) ( 3.3 )

U.S.$ 85 € 82 0.9634 Prepaid Exp 4.3 — 4.3

Total fair value of derivative financial instruments $ 12.5 $ ( 45.1 ) $ ( 32.6 )

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

In millions Pay Receive Blended

Rate Balance Sheet

4 unchanged sentences

Fair value hedges:

Intercompany balances, primarily debt and related interest:

Intercompany balances, primarily debt:

zł 25 £ 5 0.1816 Prepaid Exp $ 0.1 $ — $ 0.1

€ 60 £ 51 0.8428 Prepaid Exp 0.1 — 0.1

A$ 170 U.S.$ 122 0.7180 Prepaid Exp 2.0 — 2.0

U.S.$ 75,102 £ 55,000 0.7323 Prepaid Exp 357 — 357

U.S.$ 75 £ 55 0.7368 (Accrued Exp) — ( 1.0 ) ( 1.0 )

€ 200 U.S.$ 230 1.1516 Prepaid Exp 4.5 — 4.5

€ 200,000 U.S.$ 244,699 1.2235 Prepaid Exp / (Accrued Exp) 427 ( 182 ) 245

Economic hedges for which hedge accounting was not elected:

5 unchanged sentences

N/A Prepaid Exp 23.7 — 23.7

Intercompany billings in TJX International, primarily merchandise related:

€ 91 £ 76 0.8340 (Accrued Exp) — ( 0.1 ) ( 0.1 )

Merchandise purchase commitments:

C$ 988 U.S.$ 783 0.7927 Prepaid Exp / (Accrued Exp) 6.7 ( 0.1 ) 6.6

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 )

C$ 38 € 27 0.6948 (Accrued Exp) — ( 0.2 ) ( 0.2 )

£ 325 U.S.$ 442 1.3583 Prepaid Exp / (Accrued Exp) 6.0 ( 0.6 ) 5.4

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:

zł 453 £ 82 0.1813 Prepaid Exp / (Accrued Exp) 0.7 ( 0.4 ) 0.3

A$ 66 U.S.$ 48 0.7246 Prepaid Exp 1.3 — 1.3

U.S.$ 67 € 59 0.8807 (Accrued Exp) — ( 0.9 ) ( 0.9 )

Total fair value of derivative financial instruments $ 45.1 $ ( 3.3 ) $ 41.8

The impact of derivative financial instruments on the Consolidated Statements of Income 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,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Fair value hedges:

Intercompany balances, primarily debt and related interest Selling, general and administrative expenses $ 36,033 $ ( 59,829 ) $ 4,788

Intercompany balances, primarily debt Selling, general and administrative expenses $ 12 $ 36 $ ( 60 )

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 55 43 ( 6 )

Intercompany billings in TJX International, primarily merchandise related Cost of sales, including buying and occupancy costs ( 9 ) 5 ( 4 )

International lease liabilities Cost of sales, including buying and occupancy costs — — ( 1,113 )

Merchandise purchase commitments Cost of sales, including buying and occupancy costs 71 24 ( 4 )

Gain (loss) recognized in income $ 129 $ 108 $ ( 74 )

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.

Included in the table above are realized gains of $ 200 million in fiscal 2023 and $ 54 million in fiscal 2022 and realized losses of $ 74 million in fiscal 2021, all of which were largely offset by gains and losses on the underlying hedged item.

Fair Value Measurements

6 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

9 unchanged sentences

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.

These inputs are considered to be Level 2 inputs.

The fair value of long-term debt at January 28, 2023 was $ 2.6 billion compared to a carrying value of $ 2.9 billion primarily due to the increase in interest rates.

The fair value and the carrying value of the current portion of long-term debt as of January 28, 2023 were both $ 0.5 billion.

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 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.

2 unchanged sentences

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.

For the years ended January 28, 2023, January 29, 2022 and January 30, 2021, the Company did not record any material impairments to long-lived assets.

During the first quarter of fiscal 2023, the Company announced its intention to divest from its position in its minority investment in Familia and re-characterized this investment as held-for-sale valued as a Level 3 position.

Given the lack of an active market or observable inputs, the Company derived an exit price which indicated that this investment had no market value.

As a result, the Company recorded a $ 218 million charge in the first quarter of fiscal 2023, which represents the entirety of its investment.

See Note A—Basis of Presentation and Summary of Accounting Policies for additional information.

Segment Information

4 unchanged sentences

Maxx in Australia.

In addition to the Company’s four main business segments, Sierra operates sierra.com and retail stores in the U.S.

In addition to the Company’s four main business segments, Sierra operates retail stores and sierra.com 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.

All of TJX’s stores, with the exception of HomeGoods and HomeSense/Homesense, sell family apparel and home fashions.

HomeGoods and HomeSense/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:

9 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

In the United States:

12 unchanged sentences

General corporate expense 582 611 439

Impairment on equity investment 218 — —

Loss on early extinguishment of debt — 242 312

3 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Identifiable assets:

14 unchanged sentences

TJX International 230 219 146

Total capital expenditures (b)

Total capital expenditures

$ 1,457 $ 1,045 $ 568

5 unchanged sentences

TJX International 167 174 176

Corporate (c)

7,489 9,989 5,080

Corporate (b)

Total depreciation and amortization $ 887 $ 868 $ 871

(a) Corporate identifiable assets consist primarily of cash, the trust assets in connection with the Executive Savings Plan and the investment in Familia.

(a) Corporate identifiable assets consist primarily of cash, the trust assets in connection with the Executive Savings Plan and in fiscal 2022 and fiscal 2021 included the minority 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.

(b) Includes debt discount accretion and debt expense amortization.

Stock Incentive Plan

12 unchanged sentences

2023 January 29,

2021 February 1,

2022 January 30,

Risk-free interest rate 3.69 % 0.84 % 0.28 %

Dividend yield (a)

Dividend yield

1.8 % 1.5 % 1.4 %

2 unchanged sentences

Weighted average fair value of options issued $ 16.68 $ 12.85 $ 11.29

(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.

6 unchanged sentences

Fiscal Year Ended

Shares in thousands January 29,

Shares in millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Options WAEP Options WAEP Options WAEP

5 unchanged sentences

Options exercisable at end of year 26 $ 45.99 29 $ 40.93 31 $ 36.05

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 total intrinsic value of options exercised was $ 0.3 billion in each of fiscal 2023, fiscal 2022 and fiscal 2021.

The following table summarizes information about stock options outstanding that were expected to vest and stock options outstanding that were exercisable as of January 28, 2023:

(in thousands)

(in millions)

Contract Life WAEP

6 unchanged sentences

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.

These stock 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.

2 unchanged sentences

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.

During fiscal 2022, modifications were approved to previously-granted nonvested performance share unit awards.

There were no modifications to stock awards in fiscal 2023.

A summary of the status of the Company’s non-vested stock awards and changes during fiscal 2023 is presented below:

4 unchanged sentences

Forfeited ( 62 ) ( 15 ) ( 77 ) 27.29

Modification — ( 115 ) ( 115 ) 54.99

Nonvested at end of year 1,867 761 2,628 $ 61.76

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.

There were 932 thousand units with a weighted average grant date fair value of $ 60.46 , granted in fiscal 2023, 820 thousand units, with a weighted average grant date fair value of $ 65.53 , granted in fiscal 2022 and 857 thousand units, with a weighted average grant date fair value of $ 56.24 , granted in fiscal 2021.

The fair value of awards that vested was $ 55 million in fiscal 2023, $ 44 million in fiscal 2022 and $ 57 million in fiscal 2021.

2 unchanged sentences

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.

As of the end of fiscal 2023, a total of 433 thousand of these deferred shares were outstanding under the plan.

Pension Plans and Other Retirement Benefits

9 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

5 unchanged sentences

Interest cost 58 52 4 3

Actuarial losses 29,350 13,758 233 8,229

Actuarial (gains) losses ( 442 ) 29 ( 9 ) 0

Benefits paid ( 35 ) ( 29 ) ( 2 ) ( 4 )

4 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

11 unchanged sentences

Fair value of plan assets at end of year 1,475 1,713 — —

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

Funded status – excess (asset) obligation $ ( 132 ) $ 4 $ 109 $ 114

Net (asset) liability recognized on Consolidated Balance Sheets $ ( 132 ) $ 4 $ 109 $ 114

Amounts not yet reflected in net periodic benefit cost and included in Accumulated other comprehensive income (loss):

3 unchanged sentences

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.

The funded plan asset of $ 132 million is reflected on the Consolidated Balance Sheets in other current assets as of January 28, 2023.

The unfunded plan liability is reflected on the Consolidated Balance Sheets as of January 28, 2023 as current liabilities of $ 4 million and a long-term liability of $ 105 million.

The combined net accrued liability of $ 118 million at January 29, 2022 is reflected on the Consolidated Balance Sheets as of that date as a current liability of $ 4 million and a long-term liability of $ 114 million.

The decrease in the actuarial losses included in Accumulated other comprehensive income (loss) for the funded plan for fiscal 2023 was driven by the impact of higher discount rates offset by a decrease in actual return on plan assets.

TJX determined the assumed discount rate using the BOND:

9 unchanged sentences

Discount rate 5.40 % 3.40 % 5.60 % 3.30 %

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.

Rate of compensation increase 4.00 % 4.00 % 4.00 % 4.00 %

TJX made aggregate cash contributions of $ 3 million in fiscal 2023 and $ 5 million in fiscal 2022 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.

4 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

2021 January 28,

2021 February 1,

2023 January 29,

2022 January 30,

Net periodic pension cost:

6 unchanged sentences

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

Net (gain) loss $ ( 153 ) $ 66 $ ( 49 ) $ ( 9 ) $ 0 $ 8

Amortization of net (loss) ( 18 ) ( 14 ) ( 23 ) ( 4 ) ( 4 ) ( 4 )

Amortization of prior service cost 0 0 0 — — —

Total recognized in other comprehensive income (loss) $ 51,452 $ ( 71,566 ) $ 52,158 $ ( 4,280 ) $ 3,613 $ 1,558

Total (gain) loss recognized in other comprehensive income $ ( 171 ) $ 52 $ ( 72 ) $ ( 13 ) $ ( 4 ) $ 4

Total recognized in net periodic benefit cost and other comprehensive income (loss) $ ( 136 ) $ 72 $ ( 37 ) $ ( 3 ) $ 5 $ 13

2 unchanged sentences

Expected rate of return on plan assets 5.25 % 5.75 % 5.75 % 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 %.

Rate of compensation increase 4.00 % 4.00 % 4.00 % 4.00 % 4.00 % 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.

1 unchanged sentence

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

In millions Funded Plan

Expected Benefit Payments Unfunded Plan

1 unchanged sentence

2024 $ 47 $ 4

2024 46,253 5,042

2025 52,352 6,363

2026 58,390 52,601

2027 64,463 8,424

2029 through 2033 440 43

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:

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:

Funded Plan at January 28, 2023

In thousands Level 1 Level 2 Total

In millions Level 1 Level 2 Total

Asset category:

8 unchanged sentences

Funded Plan at January 29, 2022

In thousands Level 1 Level 2 Total

In millions Level 1 Level 2 Total

Asset category:

25 unchanged sentences

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.

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 a 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 28, 2023.

2 unchanged sentences

Other Retirement Benefits

TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for all eligible U.S.

TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for 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.

For eligible employees who have completed the applicable service requirement, 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.

Certain eligible employees are automatically enrolled in the U.S.

Plan and 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 $ 77 million in fiscal 2023, $ 83 million in fiscal 2022 and $ 61 million in fiscal 2021.

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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.

TJX contributed $ 25 million in both fiscal 2023 and fiscal 2022, and $ 19 million in fiscal 2021 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, the Adjustable Plan of the National Retirement Fund, and the Legacy Plan of the UNITE HERE Retirement Fund as providing more than 5 % of the total contributions for the plan year ending December 31, 2021.

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.

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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.

The table below presents long-term debt as of January 28, 2023 and January 29, 2022.

All amounts are net of unamortized debt discounts.

In thousands January 29,

In millions and net of immaterial unamortized debt discount January 28,

2023 January 29,

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)

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)

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

2.500 % senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51 % after reduction of unamortized debt discount)

2.250 % senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32 % after reduction of unamortized debt discount)

1.150 % senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18 % after reduction of unamortized debt discount)

3.875 % senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89 % after reduction of unamortized debt discount)

1.600 % senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61 % after reduction of unamortized debt discount)

4.500 % senior unsecured notes, maturing April 15, 2050 (effective interest rate of 4.52 % after reduction of unamortized debt discount)

Total debt 3,375 3,374

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The aggregate maturities of long-term debt, inclusive of current installments at January 28, 2023 are as follows:

In thousands Long-Term

2027 1,000,000

Later years 1,881

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Debt issuance costs ( 16 )

current maturities of long-term debt ( 500 )

Aggregate maturities of long-term debt $ 2,859

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 28, 2023, 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.

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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.

TJX has two revolving credit facilities, a $ 1 billion senior unsecured revolving credit facility maturing in June 2026 (the “2026 Revolving Credit Facility”) and a $ 500 million revolving credit facility that matures in May 2024 (the “2024 Revolving Credit Facility”).

Under these credit facilities, the Company has maintained a 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.

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As of January 28, 2023 and January 29, 2022, 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.

As of January 28, 2023 and January 29, 2022, and during the years then ended, there were no amounts outstanding on the Canadian credit lines for operating expenses.

As of January 28, 2023 and January 29, 2022, the Company’s European business at TJX International had an uncommitted credit line of £ 5 million.

As of January 28, 2023 and January 29, 2022, and during the years then ended, there were no amounts outstanding on the European credit line.

In August 2022, the Inflation Reduction Act of 2022 (IRA) was signed into law.

Among other things, the IRA imposes a 15% corporate alternative minimum tax (the “Corporate AMT”) for tax years beginning after December 31, 2022 and levies a 1% excise tax on net stock repurchases after December 31, 2022.

The excise tax on the net stock repurchase portion of the IRA did not have an impact on our results of operations or financial position in fiscal 2023 and the Company does not expect the Corporate AMT, excise tax, or other provisions of the IRA to have a material impact on its consolidated financial statements.

For financial reporting purposes, components of income before income taxes are as follows:

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

United States $ 4,029 $ 3,934 $ 642

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Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Federal $ 656 $ 766 $ 190

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Foreign 12 14 ( 109 )

Provision (benefit) provision for income taxes $ 1,114,793 $ ( 1,207 ) $ 1,133,990

Provision (benefit) for income taxes $ 1,138 $ 1,115 $ ( 1 )

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

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

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Accruals and reserves

236,642 239,696

13,253 14,750

Total gross deferred tax assets $ 3,241 $ 3,156

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Undistributed foreign earnings 5 9

Other 11,509 19,212

Total deferred tax liabilities $ 3,124 $ 2,930

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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 $ 508 million as of January 28, 2023 and $ 534 million as of January 29, 2022.

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 full amount of the loss carryforwards do not expire.

The difference between the U.S.

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2023 January 29,

2021 February 1,

2022 January 30,

federal statutory income tax rate 21.0 % 21.0 % 21.0 %

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Worldwide effective income tax rate 24.5 % 25.4 % ( 1.4 ) %

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.

TJX’s effective income tax rate decreased for fiscal 2023 compared to fiscal 2022.

The decrease in the fiscal 2023 effective income tax rate is primarily due to the lapse of statutes of limitations and resolution of various tax matters, and the change of jurisdictional mix of profits and losses, partially offset by a reduction of excess tax benefits from share-based compensation.

TJX had net unrecognized tax benefits of $ 265 million as of January 28, 2023, $ 288 million as of January 29, 2022 and $ 272 million as of January 30, 2021.

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

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Balance, beginning of year $ 280 $ 269 $ 259

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Additions for uncertain tax positions taken in prior years 7 3 1

Reductions for uncertain tax positions taken in prior years ( 2 ) — —

Reductions resulting from lapse of statute of limitations ( 18 ) ( 2 ) ( 3 )

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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.

These items amounted to $ 251 million as of January 28, 2023, $ 260 million as of January 29, 2022 and $ 250 million as of January 30, 2021.

TJX is subject to U.S.

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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.

The amount of interest and penalties expensed was $ 7 million for both of the fiscal years ended January 28, 2023 and January 29, 2022, and $ 8 million for the fiscal year ended January 30, 2021.

The accrued amounts for interest and penalties are $ 37 million as of January 28, 2023, $ 43 million as of January 29, 2022 and $ 36 million as of January 30, 2021.

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 28, 2023.

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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 exercise of both lease renewal and termination options is at the Company’s sole discretion, as opposed to the landlord’s 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.

In addition, for real estate leases, TJX is generally required to pay insurance, real estate taxes and certain other expenses including common area maintenance based on a proportionate share of premises as compared to the shopping center, 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.

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Fiscal Year Ended

In thousands Classification January 29,

In millions Classification January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Operating lease cost Cost of sales, including buying and occupancy costs $ 1,927 $ 1,906 $ 1,820

3 unchanged sentences

Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

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.

The following table summarizes the maturity of lease liabilities under operating leases as of January 29, 2022:

In thousands January 29,

2022 $ 1,911,459

2023 1,765,056

2024 1,551,319

2025 1,329,031

2026 1,076,816

The following table as of January 28, 2023 summarizes the maturity of lease liabilities under operating leases:

Later years 2,323

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Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

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Merchandise credits and gift certificates 721 685

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 384 268

Occupancy costs, including rent, utilities and real estate taxes

Dividends payable 346 312

Accrued capital additions 199 186

All other current liabilities

1,278,881 1,114,070

Total accrued expenses and other current liabilities $ 4,346 $ 4,245

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.

All other current liabilities include accruals for expense payables, insurance, customer rewards liability, reserve for sales returns, reserve for taxes, fair value of derivatives, advertising, interest 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,

In millions January 28,

2023 January 29,

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Fiscal Year Ended

In thousands January 29,

In millions January 28,

2023 January 29,

2021 February 1,

2022 January 30,

Cash paid for:

1 unchanged sentence

$ 86 $ 139 $ 153

Income taxes (b)

1,118,879 146,008 1,280,680

Income taxes 1,225 1,119 146

Non-cash investing and financing activity:

1 unchanged sentence

Property additions 13 97 ( 36 )

(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.

(a) Decreased interest for fiscal 2023 was due to the pay down of outstanding debt during fiscal 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures