15 unchanged sentences
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.
−Removed: 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 28, 2023 based on criteria established in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
−Removed: Based on that evaluation, management concluded that its internal control over financial reporting was effective as of January 28, 2023.
−Removed: 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 28, 2023, and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.
+Added: 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 February 3, 2024 based on criteria established in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: Based on that evaluation, management concluded that its internal control over financial reporting was effective as of February 3, 2024.
+Added: 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 February 3, 2024, and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.
Other Information
−Removed: Not applicable.
+Added: During the fiscal quarter ended February 3, 2024, none of our directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
The information concerning our executive officers is set forth under the heading “Information about our Executive Officers” in Part I of this report.
−Removed: 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”).
−Removed: 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.
+Added: 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 February 3, 2024 (“Proxy Statement”).
+Added: 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 and Finance 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.
10 unchanged sentences
Principal Accountant Fees and Services
−Removed: 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.
+Added: The information required by this Item will appear under the headings “Auditor Fees,” “Pre-Approval Policies” and “Audit and Finance Committee Report” in our Proxy Statement, which sections are incorporated herein by reference.
Exhibits, Financial Statement Schedule
2 unchanged sentences
Schedule II – Valuation and Qualifying Accounts
−Removed: In millions Balance Beginning of Period Amounts Charged to Net Income Write-Offs Against Reserve Balance End of
+Added: In millions Balance Beginning of Period Amounts Charged to Net Income Write-Offs Against Reserve Balance
Sales Return Reserve:
−Removed: Fiscal Year Ended January 28, 2023
+Added: Fiscal Year Ended February 3, 2024
$ 148 $ 5,802 $ 5,800 $ 150
12 unchanged sentences
4.01 Indenture between TJX and U.S.
−Removed: Bank National Association dated as of April 2, 2009 (File No.
−Removed: S-3 4.1 4/2/2009
−Removed: 4.02 Third Supplemental Indenture dated as of May 2, 2013 by and between TJX and U.S.
−Removed: Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto
−Removed: 8-K 4.2 5/2/2013
−Removed: 4.03 Fourth Supplemental Indenture dated as of June 5, 2014 by and between TJX and U.S.
−Removed: Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto
−Removed: 8-K 4.2 6/5/2014
−Removed: 4.04 Indenture between TJX and U.S.
Bank National Association dated September 12, 2016
6 unchanged sentences
8-K 4.1 4/1/2020
−Removed: 4.07 First Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S.
−Removed: Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto
−Removed: 8-K 4.2 4/1/2020
−Removed: 4.08 Second Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S.
−Removed: Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto
−Removed: 8-K 4.3 4/1/2020
4.04 Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S.
26 unchanged sentences
10-K 10.07 3/30/2022
−Removed: 10.08 The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*
−Removed: 10-K 10.4 4/4/2018
−Removed: 10.09 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Richard Sherr and TJX*
−Removed: 10-Q 10.6 12/4/2018
−Removed: 10.10 The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, 2019*
−Removed: 10-K 10.10 4/3/2019
−Removed: 10.11 The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of January 29, 2021 *
−Removed: 10-K 10.09 3/31/2021
−Removed: Incorporate by Reference
−Removed: Description Form Exhibit No.
−Removed: 10.12 The Letter Agreement dated April 28, 2022 between Richard Sherr and TJX*
−Removed: 10-Q 10.1 5/27/2022
10.08 The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*
6 unchanged sentences
10-K 10.13 3/31/2021
+Added: 10.12 The Letter Agreement dated February 2, 2024 between Scott Goldenberg and TJX, filed herewith*
10.13 The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*
6 unchanged sentences
10-K 10.17 3/31/2021
−Removed: 10.21 The Executive Severance and Change of Control Plan effective September 19, 2022*
−Removed: 10-Q 10.4 11/29/2022
−Removed: 10.22 The Offer Letter Agreement dated November 14, 2022 between John Klinger and TJX*
−Removed: 10-Q 10.5 11/29/2022
+Added: 10.17 The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 2, 2024, filed herewith*
+Added: 10.18 The Executive Severance and Change of Control Plan effective September 19, 2022 , filed herewith *
+Added: Incorporate by Reference
+Added: Description Form Exhibit No.
+Added: 10.19 The Offer Letter Agreement date d February 2 , 202 4 between John Klinger and TJX , filed herewith *
10.20 The Obligations Agreement dated November 14, 2022 between John Klinger and TJX*
10-Q 10.6 11/29/2022
−Removed: 10.24 The Stock Incentive Plan (2013 Restatement)*
−Removed: 10-Q 10.1 5/31/2013
−Removed: 10.25 The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016*
+Added: 10.21 The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX*
+Added: 10-K 10.7 4/4/2018
+Added: 10.22 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Douglas Mizzi and TJX*
10-Q 10.8 12/4/2018
−Removed: 10.26 The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017*
+Added: 10.23 The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 13, 2019*
10-K 10.19 4/3/2019
−Removed: 10.27 The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, 2018*
+Added: 10.24 The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of January 29, 2021*
10-K 10.21 3/31/2021
+Added: 10.25 The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 2, 2024, filed herewith*
10.26 The Stock Incentive Plan (2022 Restatement)*
3 unchanged sentences
10-Q 10.3 11/29/2022
−Removed: 10.30 The Stock Incentive Plan Rules for U.K.
−Removed: Employees, effective as of January 30, 2022*
−Removed: 10-Q 10.2 8/26/2022
−Removed: 10.31 The Stock Incentive Plan Rules for U.K.
−Removed: Employees, effective as of September 19, 2022*
−Removed: 10-Q 10.3 11/29/2022
10.28 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014*
6 unchanged sentences
10-Q 10.2 12/1/2015
−Removed: 10.36 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015*
−Removed: 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 19, 2022*
10-Q 10.2 11/29/2022
−Removed: 10.38 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2022*
−Removed: 10-Q 10.2 11/29/2022
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
−Removed: 10.40 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 1, 2019*
−Removed: 10-Q 10.02 5/31/2019
10.34 The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 29, 2021*
6 unchanged sentences
10-Q 10.3 5/27/2022
−Removed: Incorporate by Reference
−Removed: Description Form Exhibit No.
10.38 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*
2 unchanged sentences
10-Q 10.2 8/26/2016
+Added: 10.40 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of January 1, 2024*
+Added: 10-Q 10.1 11/29/2023
10.41 The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)*
12 unchanged sentences
10.K 10.46 3/30/2022
−Removed: 10.54 The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust Company*
+Added: 10.48 The First Amendment to the Executive Savings Plan, effective April 1, 2023*
10-Q 10.1 5/26/2023
−Removed: 10.55 The Trust Agreement for Executive Savings Plan dated as of January 20, 2023 between TJX and Fidelity Management Trust Company, filed herewith*
−Removed: 10.56 The Form of TJX Indemnification Agreement for its executive officers and directors*(p) 10-K 10(r) 4/27/1990
−Removed: 10.57 First Amendment to 2022 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S.
−Removed: Bank National Association, as administrative agent, and each of the lenders party thereto
−Removed: 10-K 10.55 3/27/2020
−Removed: 10.58 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.
−Removed: Bank National Association, as administrative agent
−Removed: 8-K 10.1 5/21/2020
−Removed: 10.59 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.
−Removed: Bank National Association, as administrative agent
−Removed: 10-K 10.58 3/31/2021
−Removed: 10.60 First Amendment to 2024 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S.
−Removed: Bank National Association, as administrative agent, and each of the lenders party thereto
−Removed: 10-K 10.56 3/27/2020
−Removed: 10.61 Second Amendment to 2024 Revolving Credit Agreement, dated as of May 15, 2020, by and among TJX, the lender party thereto and U.S.
−Removed: Bank National Association, as administrative agent
−Removed: 8-K 10.2 5/21/2020
−Removed: 10.62 Third Amendment to 2024 Revolving Credit Agreement, dated as of November 24, 2020, by and among TJX, the lender party thereto and U.S.
−Removed: Bank National Association, as administrative agent
−Removed: 10-K 10.61 3/31/2021
−Removed: 10.63 364 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.
−Removed: Bank National Association, JPMorgan Chase Bank, N.A.
−Removed: and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S.
−Removed: Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A.
−Removed: and Wells Fargo Bank, National Association, as lead arrangers and bookrunners
−Removed: 8-K 10.1 8/11/2020
−Removed: 10.64 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.
−Removed: Bank National Association, JPMorgan Chase Bank, N.A.
−Removed: and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S.
−Removed: Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A.
−Removed: and Wells Fargo Bank, National Association, as lead arrangers and bookrunners
+Added: 10.49 The Second Amendment to the Executive Savings Plan, effective January 1, 2024, filed herewith*
+Added: 10.50 The Trust Agreement for Executive Savings Plan dated as of January 20, 2023 between TJX and Fidelity Management Trust Company *
10-K 10.55 3/29/2023
+Added: 10.51 The Form of TJX Indemnification Agreement for its executive officers and directors*(p) 10-K 10(r) 4/27/1990
+Added: Incorporate by Reference
+Added: Description Form Exhibit No.
10.52 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.
2 unchanged sentences
8-K 10.1 6/29/2021
+Added: 10.53 First Amendment to 2026 Revolving Credit Agreement, dated as of May 8, 2023, by and among The TJX Companies, Inc., U.S.
+Added: Bank National Association, as administrative agent, and each of the lenders party thereto
+Added: 10-Q 10.3 5/26/2023
+Added: 10.54 2028 Amended and Restated Revolving Credit Agreement, dated as of May 8, 2023, by and among The TJX Companies, Inc., U.S.
+Added: Bank National Association, as administrative agent, and each of the lenders party thereto**
+Added: 10-Q 10.2 5/26/2023
21 Subsidiaries of TJX, filed herewith
1 unchanged sentence
24 Power of Attorney given by the Directors and certain Executive Officers of TJX, filed herewith
−Removed: Incorporate by Reference
−Removed: 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
2 unchanged sentences
32.2 Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
−Removed: 101 The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL):
+Added: 97 Policy for Recovery of Executive Officer Incentive Compensation (Amended and Restated as of October 2, 2023), filed herewith
+Added: 101 The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024, 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
−Removed: 104 The cover page from The TJX Companies, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 28, 2023, formatted in iXBRL (included in Exhibit 101)
+Added: 104 The cover page from The TJX Companies, Inc.'s Annual Report on Form 10-K for the fiscal year ended February 3, 2024, formatted in iXBRL (included in Exhibit 101)
* Management contract or compensatory plan or arrangement.
+Added: ** Schedules and certain portions of this exhibit are omitted pursuant to Item 601 of Regulation S-K.
+Added: The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
(p) Paper filing.
5 unchanged sentences
/s/ JOHN KLINGER
−Removed: March 29, 2023 John Klinger, Chief Financial Officer
+Added: April 3, 2024 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.
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: ALVAREZ* MICHAEL F.
−Removed: Alvarez, Director Michael F.
−Removed: Hines, Director
−Removed: BENNETT* AMY B.
−Removed: Bennett, Director Amy B.
+Added: ALVAREZ* AMY B.
+Added: Alvarez, Director Amy B.
Lane, Director
−Removed: BERKERY* CAROL MEYROWITZ*
−Removed: Berkery, Director Carol Meyrowitz, Executive Chairman of the Board of Directors
−Removed: CHING* JACKWYN L.
−Removed: Ching, Director Jackwyn L.
+Added: BENNETT* CAROL MEYROWITZ*
+Added: Bennett, Director Carol Meyrowitz, Executive Chairman of the Board of Directors
+Added: BERKERY* JACKWYN L.
+Added: Berkery, Director Jackwyn L.
Nemerov, Director
+Added: CHING* CHARLES F.
+Added: Ching, Director Charles F.
+Added: Wagner, Jr., Director
Kim Goodwin, Director
*BY /s/ JOHN KLINGER
−Removed: March 29, 2023 John Klinger,
+Added: April 3, 2024 John Klinger,
as attorney-in-fact
1 unchanged sentence
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: For Fiscal Years Ended January 28, 2023, January 29, 2022 and January 30, 2021.
+Added: For Fiscal Years Ended February 3, 2024, January 28, 2023 and January 29, 2022.
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
6 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: Financial Statement Schedules:
+Added: Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
3 unchanged sentences
We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc.
−Removed: and its subsidiaries (the “Company”) as of January 28, 2023 and January 29, 2022 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 28, 2023 including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended January 28, 2023 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: We also have audited the Company's internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: 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 28, 2023 and January 29, 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2023 in conformity with accounting principles generally accepted in the United States of America.
−Removed: 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.
+Added: and its subsidiaries (the “Company”) as of February 3, 2024 and January 28, 2023, 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 February 3, 2024, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February 3, 2024 appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: We also have audited the Company's internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2024 and January 28, 2023, and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2024 in conformity with accounting principles generally accepted in the United States of America.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 3, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
21 unchanged sentences
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.
−Removed: Income Tax Provision (Benefit)
−Removed: 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 28, 2023, has a deferred tax asset net of deferred tax liability of $31 million, including a valuation allowance of $86 million, as of January 28, 2023 and total gross unrecognized tax benefits of $266 million as of January 28, 2023, of which $251 million would affect the Company’s effective tax rate if recognized in a future period.
+Added: Income Tax Provision
+Added: As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of $1.5 billion for the year ended February 3, 2024 and has a deferred tax asset net of deferred tax liability of $24 million, including a valuation allowance of $63 million, as of February 3, 2024.
The Company is subject to taxation in the United States, as well as multiple state, local and foreign jurisdictions.
−Removed: 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.
−Removed: 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.
+Added: 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 for income taxes.
+Added: The principal considerations for our determination that performing procedures relating to the provision for income taxes is a critical audit matter are (i) the significant judgment by management when determining the provision for income taxes, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures relating to the provision 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.
−Removed: These procedures included testing the effectiveness of controls relating to the provision (benefit) for income taxes.
−Removed: 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.
+Added: These procedures included testing the effectiveness of controls relating to the provision for income taxes.
+Added: These procedures also included, among others, testing the provision for income taxes, including the rate reconciliation, current and deferred tax provision, and the application of foreign and domestic tax laws and regulations.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
−Removed: March 29, 2023
+Added: April 3, 2024
We have served as the Company’s auditor since 1962.
10 unchanged sentences
Loss on early extinguishment of debt — — 242
−Removed: Interest expense, net 6 115 181
+Added: Interest (income) expense, net ( 170 ) 6 115
Income before income taxes 5,967 4,636 4,398
−Removed: Provision (benefit) for income taxes 1,138 1,115 ( 1 )
+Added: Provision for income taxes 1,493 1,138 1,115
Net income $ 4,474 $ 3,498 $ 3,283
10 unchanged sentences
Net income $ 4,474 $ 3,498 $ 3,283
−Removed: Additions to other comprehensive income (loss):
−Removed: 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
+Added: Additions to other comprehensive income (loss), net of tax:
+Added: Foreign currency translation adjustments, net of related tax benefits of $ 1 and $ 7 in fiscal 2024 and 2023, respectively and tax provision of $ 0.2 in fiscal 2022
30 ( 56 ) ( 45 )
−Removed: 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
+Added: Recognition of net gains/(losses) on benefit obligations, net of related tax provisions of $ 16 and $ 41 in fiscal 2024 and 2023, respectively and tax benefit of $ 18 in fiscal 2022
43 121 ( 48 )
−Removed: Reclassifications from other comprehensive (loss) to net income:
−Removed: Amortization of loss on cash flow hedge, net of related tax provisions of $ 1 and $ 0 in fiscal 2022 and 2021, respectively
−Removed: 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
+Added: Reclassifications from other comprehensive income (loss) to net income:
+Added: Amortization of (loss) on cash flow hedge, net of related tax provisions of $ 1 in fiscal 2022
+Added: Amortization of prior service cost and deferred gains, net of related tax provisions of $ 1 , $ 6 and $ 5 in fiscal 2024, 2023 and 2022, respectively
Other comprehensive income (loss), net of tax 74 81 ( 80 )
52 unchanged sentences
Loss on property disposals and impairment charges 61 23 9
−Removed: Deferred income tax provision (benefit) 64 ( 44 ) ( 231 )
+Added: Deferred income tax (benefit) provision ( 7 ) 64 ( 44 )
Share-based compensation 160 122 189
Changes in assets and liabilities:
−Removed: (Increase) in accounts receivable ( 51 ) ( 61 ) ( 71 )
−Removed: Decrease (increase) in merchandise inventories 58 ( 1,658 ) 589
−Removed: (Increase) decrease in income taxes recoverable ( 5 ) ( 78 ) 11
+Added: Decrease (increase) in accounts receivable 37 ( 51 ) ( 61 )
+Added: (Increase) decrease in merchandise inventories ( 145 ) 58 ( 1,658 )
+Added: Decrease (increase) in income taxes recoverable 60 ( 5 ) ( 78 )
(Increase) decrease in prepaid expenses and other current assets ( 40 ) ( 73 ) 33
−Removed: (Decrease) increase in accounts payable ( 600 ) ( 338 ) 2,111
−Removed: (Decrease) increase in accrued expenses and other liabilities ( 23 ) 659 585
−Removed: (Decrease) increase in income taxes payable ( 126 ) 100 53
−Removed: (Decrease) increase in net operating lease liabilities ( 1 ) ( 129 ) 200
+Added: Increase (decrease) in accounts payable 64 ( 600 ) ( 338 )
+Added: Increase (decrease) in accrued expenses and other liabilities 443 ( 23 ) 659
+Added: Increase (decrease) in income taxes payable 46 ( 126 ) 100
+Added: (Decrease) in net operating lease liabilities ( 18 ) ( 1 ) ( 129 )
Other, net ( 42 ) 93 ( 18 )
9 unchanged sentences
Cash dividends paid ( 1,484 ) ( 1,339 ) ( 1,252 )
−Removed: Payments on revolving credit facilities — — ( 1,000 )
−Removed: Proceeds from long-term debt including revolving credit facilities — — 5,987
−Removed: Payments of long-term debt and extinguishment expenses — ( 2,976 ) ( 1,418 )
+Added: Repayment of debt ( 500 ) — ( 2,976 )
Other ( 32 ) ( 33 ) ( 25 )
−Removed: Net cash (used in) provided by financing activities ( 3,306 ) ( 6,200 ) 3,228
+Added: Net cash (used in) financing activities ( 4,215 ) ( 3,306 ) ( 6,200 )
Effect of exchange rate changes on cash ( 2 ) ( 58 ) ( 54 )
−Removed: Net (decrease) increase in cash and cash equivalents ( 750 ) ( 4,243 ) 7,253
+Added: Net increase (decrease) in cash and cash equivalents 123 ( 750 ) ( 4,243 )
Cash and cash equivalents at beginning of year 5,477 6,227 10,470
8 unchanged sentences
Shares Par Value
−Removed: Balance, February 1, 2020
+Added: Balance, January 30, 2021
1,205 $ 1,205 $ 261 $ ( 607 ) $ 4,974 $ 5,833
Net income — — — — 3,283 3,283
−Removed: Other comprehensive income, net of tax — — — 66 — 66
+Added: Other comprehensive (loss), net of tax — — — ( 80 ) — ( 80 )
Cash dividends declared on common stock — — — — ( 1,249 ) ( 1,249 )
−Removed: Recognition (reversal) of share-based compensation — — 113 — ( 54 ) 59
+Added: 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
−Removed: Other comprehensive (loss), net of tax — — — ( 80 ) — ( 80 )
+Added: Other comprehensive income, net of tax — — — 81 — 81
Cash dividends declared on common stock — — — — ( 1,373 ) ( 1,373 )
10 unchanged sentences
Common stock repurchased ( 29 ) ( 29 ) ( 408 ) — ( 2,066 ) ( 2,503 )
−Removed: Balance, January 28, 2023
+Added: Balance, February 3, 2024
1,134 $ 1,134 $ — $ ( 532 ) $ 6,700 $ 7,302
8 unchanged sentences
TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year.
−Removed: 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.
+Added: The fiscal year ended February 3, 2024 (“fiscal 2024”) is a 53-week fiscal year.
+Added: The fiscal years ended January 28, 2023 (“fiscal 2023”) and January 29, 2022 (“fiscal 2022”) were 52-week fiscal years.
Fiscal 2025 will be a 52-week fiscal year and will end February 1, 2025.
6 unchanged sentences
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.
−Removed: 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.
+Added: Net sales also include an immaterial amount of other revenues that represent less than 1 % of total revenues, including revenue generated by the TJX-branded credit card program.
In addition, certain customers, primarily Associates, may receive discounts that are accounted for as consideration reducing the transaction price.
11 unchanged sentences
The following table presents deferred gift card revenue activity:
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
23 unchanged sentences
and systems costs related to the buying and tracking of inventory.
−Removed: Selling, general and administrative expenses include store payroll and benefit costs;
+Added: Selling, general and administrative expenses include store payroll, benefits and supplies costs;
communication costs;
10 unchanged sentences
TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks.
−Removed: As of January 28, 2023, TJX’s cash and cash equivalents held outside the U.S.
−Removed: were $ 1.2 billion, of which $ 0.7 billion was held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.
+Added: As of February 3, 2024, TJX’s cash and cash equivalents held outside the U.S.
+Added: were $ 1.4 billion, of which $ 804 million was held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.
Merchandise Inventories
Inventories are stated at the lower of cost or market.
−Removed: TJX uses the retail method for valuing inventories at all of its businesses, except T.K.
−Removed: Maxx in Australia which is immaterial.
+Added: TJX uses the retail method for valuing inventories at all of its businesses, except TK 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.e.
2 unchanged sentences
TJX records inventory at the time title transfers, which is typically at the time when inventory is shipped.
−Removed: As a result, merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of $ 1.3 billion at January 28, 2023 and $ 1.7 billion at January 29, 2022.
+Added: As a result, Merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of $ 1.3 billion at both February 3, 2024 and January 28, 2023.
Comparable amounts were reflected in Accounts payable at those dates.
5 unchanged sentences
All shares repurchased have been retired.
−Removed: 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.
+Added: The Inflation Reduction Act of 2022 (“IRA”) introduced 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.
−Removed: Any excise tax incurred on repurchases will be recognized as part of the cost of the repurchase.
+Added: Any excise tax incurred on repurchases is 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.
6 unchanged sentences
TJX uses the Black-Scholes option pricing model for options awarded and the market price on the grant date for stock awards.
+Added: Compensation expense is recognized over the requisite service period for each award with forfeitures recognized as they occur.
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.
−Removed: TJX’s interest expense is presented net of capitalized interest and interest income.
−Removed: The following is a summary of interest expense, net:
+Added: Interest (Income) Expense, net
+Added: TJX’s interest (income) expense, net is presented net of capitalized interest and interest income.
+Added: The following is a summary of interest (income) expense, net:
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
3 unchanged sentences
Interest (income) ( 249 ) ( 78 ) ( 4 )
−Removed: Interest expense, net $ 6 $ 115 $ 181
+Added: Interest (income) expense, net $ ( 170 ) $ 6 $ 115
TJX capitalizes interest during the active construction period of major capital projects and adds the interest to the related assets.
4 unchanged sentences
Furniture, fixtures and equipment are depreciated over 3 to 10 years.
−Removed: Depreciation and amortization expense for property was $ 879 million in fiscal 2023, and $ 858 million in both fiscal 2022 and fiscal 2021.
+Added: Depreciation and amortization expense for property was $ 958 million in fiscal 2024, $ 879 million in fiscal 2023, and $ 858 million in fiscal 2022.
TJX had no property held under finance leases during fiscal 2024, fiscal 2023 or fiscal 2022.
16 unchanged sentences
Goodwill and Tradenames
−Removed: 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.
−Removed: Maxx chain, which is included in the Marmaxx segment.
−Removed: 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.
−Removed: Maxx name during fiscal 2018 and is included in TJX International.
+Added: 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 TJ Maxx chain, which is included in the Marmaxx segment.
+Added: 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 TK Maxx name during fiscal 2018 and is included in TJX International.
The following is a roll forward of goodwill by segment:
4 unchanged sentences
Effect of exchange rate changes on goodwill — 0 ( 2 ) ( 2 )
−Removed: Balance, January 28, 2023 $ 70 $ 2 $ 25 $ 97
+Added: Balance, February 3, 2024 $ 70 $ 2 $ 23 $ 95
Goodwill is considered to have an indefinite life and accordingly is not amortized.
2 unchanged sentences
The Marshalls tradename is considered to have an indefinite life and accordingly is not amortized.
−Removed: The Sierra Trading Post tradename is being amortized over 15 years.
−Removed: During the first quarter of fiscal 2021, the Company fully impaired the Trade Secret tradename, recording an impairment charge of $ 5 million.
The following is a roll forward of tradenames:
Fiscal Year Ended
−Removed: January 28, 2023 January 29, 2022
+Added: February 3, 2024 January 28, 2023
In millions Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value
1 unchanged sentence
Sierra Trading Post $ 39 $ ( 39 ) $ — $ 39 $ ( 27 ) $ 12
−Removed: Trade Secret $ 13 $ ( 13 ) $ — $ 13 $ ( 13 ) $ —
Indefinite-lived intangible asset:
9 unchanged sentences
This resulted in immaterial impairment charges on operating lease ROU assets and store fixed assets in fiscal 2024, fiscal 2023 and fiscal 2022 .
−Removed: In fiscal 2021, the Company fully impaired the Trade Secret tradename.
−Removed: There were no impairments related to tradenames in fiscal 2023 or fiscal 2022.
+Added: There were no impairments related to tradenames in fiscal 2024, fiscal 2023, or fiscal 2022.
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.
−Removed: 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.
−Removed: 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.
+Added: 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 value of the reporting unit.
+Added: 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 value, including goodwill.
The assessment of qualitative factors is optional and at the Company’s discretion.
4 unchanged sentences
TJX expenses advertising costs as incurred.
−Removed: Advertising expense was $ 0.5 billion for both fiscal 2023 and fiscal 2022 and $ 0.3 billion for fiscal 2021.
+Added: Advertising expense was $ 573 million for fiscal 2024, $ 507 million for fiscal 2023 and $ 506 million for fiscal 2022.
Foreign Currency Translation
8 unchanged sentences
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.
−Removed: During fiscal 2023, the Company announced that it had committed to divesting its minority investment.
−Removed: 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.
+Added: During fiscal 2023, the Company announced that it had committed to divesting its minority investment, resulting in 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.
−Removed: 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.
−Removed: 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”).
−Removed: 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, the guidance is not disclosed.
+Added: Unless otherwise discussed, 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, the guidance is not disclosed.
+Added: Improvements to Reportable Segment Disclosures
+Added: In November 2023, the FASB issued guidance related to improvements to reportable segment disclosures.
+Added: The new standard improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses.
+Added: This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The Company will adopt this standard for the fiscal 2025 Form 10-K and does not anticipate a material impact of the adoption on its consolidated financial statement disclosures.
+Added: Improvements to Income Tax Disclosures
+Added: In December 2023, the FASB issued guidance related to improvements to income tax disclosures.
+Added: The amendment updates the income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction.
+Added: The amendment also provides for further disclosure comparability.
+Added: The amendments are effective for fiscal years beginning after December 15, 2024 (fiscal 2026).
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statement disclosures.
+Added: SEC Rule Changes
+Added: In March 2024, the SEC adopted new rules that, if remaining in effect, will require registrants to provide certain climate-related information in their registration statements and annual reports.
+Added: The rules require information about a registrant's climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition.
+Added: The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions.
+Added: In addition, the rules will require registrants to present certain climate-related financial disclosures in their audited financial statements.
+Added: The Company is currently evaluating the potential impact of these rules on its consolidated financial statements and disclosures.
Property at Cost
1 unchanged sentence
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
8 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
12 unchanged sentences
Comprehensive (Loss) Income
−Removed: Balance, February 1, 2020 $ ( 457 ) $ ( 215 ) $ ( 1 ) $ ( 673 )
+Added: Balance, January 30, 2021 $ ( 443 ) $ ( 164 ) $ — $ ( 607 )
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes ( 45 ) — — ( 45 )
−Removed: Recognition of net gains/losses on benefit obligations, net of taxes — 31 — 31
+Added: Recognition of net (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 — — ( 0 ) ( 0 )
−Removed: Amortization of prior service cost and deferred gains/losses, net of taxes — 20 — 20
+Added: Amortization of prior service cost and deferred gains, net of taxes — 13 — 13
Balance, January 29, 2022 $ ( 488 ) $ ( 199 ) $ — $ ( 687 )
1 unchanged sentence
Foreign currency translation adjustments, net of taxes ( 56 ) — — ( 56 )
−Removed: Recognition of net gains/losses on benefit obligations, net of taxes — ( 48 ) — ( 48 )
+Added: Recognition of net gains on benefit obligations, net of taxes — 121 — 121
Reclassifications from other comprehensive (loss) to net income:
−Removed: Amortization of loss on cash flow hedge, net of taxes — — 0 0
−Removed: Amortization of prior service cost and deferred gains/losses, net of taxes — 13 — 13
+Added: Amortization of prior service cost and deferred gains, net of taxes — 16 — 16
Balance, January 28, 2023 $ ( 544 ) $ ( 62 ) $ — $ ( 606 )
1 unchanged sentence
Foreign currency translation adjustments, net of taxes 30 — — 30
−Removed: Recognition of net gains/losses on benefit obligations, net of taxes — 121 — 121
+Added: Recognition of net gains on benefit obligations, net of taxes — 43 — 43
Reclassifications from other comprehensive (loss) to net income:
−Removed: Amortization of prior service cost and deferred gains/losses, net of taxes — 16 — 16
−Removed: Balance, January 28, 2023 $ ( 544 ) $ ( 62 ) $ — $ ( 606 )
+Added: Amortization of prior service cost and deferred gains, net of taxes — 1 — 1
+Added: Balance, February 3, 2024 $ ( 514 ) $ ( 18 ) $ — $ ( 532 )
Capital Stock and Earnings Per Share
Capital Stock
−Removed: 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.
−Removed: TJX reflects stock repurchases in its consolidated financial statements on a “settlement date” or cash basis.
−Removed: 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.
−Removed: These expenditures were funded by cash on hand and cash generated from operations.
In February 2024, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $ 2.5 billion of TJX common stock from time to time.
−Removed: Under this program and previously announced programs, TJX had approximately $ 3.5 billion available for repurchase as of January 28, 2023.
+Added: Under this program and previously announced programs, TJX had approximately $ 3.5 billion available for repurchase as of February 3, 2024.
+Added: The following table provides share repurchases, excluding applicable excise tax:
+Added: Fiscal Year Ended
+Added: In millions February 3,
+Added: 2024 January 28,
+Added: 2023 January 29,
+Added: Total number of shares repurchased and retired 29.0 34.9 31.3
+Added: Total cost $ 2,484 $ 2,255 $ 2,176
All shares repurchased under the stock repurchase programs have been retired.
+Added: These expenditures were funded by cash generated from operations.
TJX has five million shares of authorized but unissued preferred stock, $ 1 par value.
2 unchanged sentences
Fiscal Year Ended
−Removed: Amounts in millions except per share amounts January 28,
+Added: Amounts in millions, except per share amounts February 3,
2024 January 28,
10 unchanged sentences
Diluted earnings per share $ 3.86 $ 2.97 $ 2.70
−Removed: Cash dividends declared per share (a)
+Added: Cash dividends declared per share
$ 1.33 $ 1.18 $ 1.04
−Removed: (a) There were no dividends declared during the first three quarters of fiscal 2021.
−Removed: 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.
9 unchanged sentences
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.
−Removed: 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.
+Added: 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) income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged.
+Added: Gains and losses on derivative instruments are reported in the Consolidated Statements of Cash Flows in operating activities, under Other, net.
Diesel Fuel Contracts
3 unchanged sentences
During fiscal 2024, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2025.
−Removed: The hedge agreements outstanding at January 28, 2023 relate to approximately 50 % of TJX’s estimated notional diesel fuel requirements for fiscal 2024.
+Added: The hedge agreements outstanding at February 3, 2024 relate to approximately 50 % of TJX’s estimated notional diesel fuel requirements for fiscal 2025.
These diesel fuel hedge agreements will settle throughout fiscal 2025 and the first month of fiscal 2026.
+Added: Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Cost of sales, including buying and occupancy costs.
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.
−Removed: The contracts outstanding at January 28, 2023 cover merchandise purchases the Company is committed to over the next several months in fiscal 2024.
+Added: The contracts outstanding at February 3, 2024 cover merchandise purchases the Company is committed to over the next several months in fiscal 2025.
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.
2 unchanged sentences
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.
−Removed: 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.
−Removed: TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30 days’ duration to mitigate this exposure.
+Added: A portion of the inflows of Euros to the central buying entity provides a natural hedge for Euro denominated merchandise purchases from third-party vendors.
+Added: TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30 days’ duration to mitigate this excess exposure.
+Added: Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Cost of sales, including buying and occupancy costs.
TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt.
1 unchanged sentence
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.
−Removed: The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 28, 2023:
+Added: The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at February 3, 2024:
In millions Pay Receive Blended
3 unchanged sentences
U.S.$ Net Fair Value
−Removed: January 28, 2023
+Added: February 3, 2024
Fair value hedges:
Intercompany balances, primarily debt:
−Removed: € 60 £ 53 0.8807 (Accrued Exp) $ — $ ( 0.3 ) $ ( 0.3 )
−Removed: A$ 150 U.S.$ 105 0.7003 (Accrued Exp) — ( 2.6 ) ( 2.6 )
−Removed: U.S.$ 69 £ 55 0.8010 (Accrued Exp) — ( 0.3 ) ( 0.3 )
+Added: € 78 £ 67 0.8622 Prepaid Exp / (Accrued Exp) $ 0.1 $ ( 0.1 ) $ 0.0
+Added: A$ 140 U.S.$ 95 0.6751 Prepaid Exp 2.7 — 2.7
U.S.$ 70 £ 55 0.7898 (Accrued Exp) — ( 0.2 ) ( 0.2 )
+Added: £ 100 U.S.$ 127 1.2727 Prepaid Exp 0.8 — 0.8
€ 200 U.S.$ 219 1.0969 Prepaid Exp / (Accrued Exp) 3.0 ( 0.3 ) 2.7
5 unchanged sentences
gal per month
−Removed: N/A Prepaid Exp 3.9 — 3.9
−Removed: Intercompany billings in TJX International, primarily merchandise related:
+Added: N/A (Accrued Exp) — ( 7.2 ) ( 7.2 )
+Added: Intercompany billings in TJX International, primarily merchandise:
€ 130 £ 112 0.8604 Prepaid Exp 0.9 — 0.9
1 unchanged sentence
C$ 668 U.S.$ 495 0.7408 Prepaid Exp / (Accrued Exp) 1.4 ( 3.6 ) ( 2.2 )
−Removed: C$ 23 € 16 0.7064 Prepaid Exp / (Accrued Exp) 0.4 0.0 0.4
+Added: C$ 29 € 20 0.6797 (Accrued Exp) — ( 0.3 ) ( 0.3 )
£ 353 U.S.$ 443 1.2549 Prepaid Exp / (Accrued Exp) 1.5 ( 5.0 ) ( 3.5 )
−Removed: zł 507 £ 91 0.1788 (Accrued Exp) — ( 3.6 ) ( 3.6 )
−Removed: A$ 104 U.S.$ 71 0.6819 (Accrued Exp) — ( 3.3 ) ( 3.3 )
−Removed: U.S.$ 85 € 82 0.9634 Prepaid Exp 4.3 — 4.3
+Added: zł 508 £ 98 0.1930 Prepaid Exp / (Accrued Exp) 0.0 ( 3.1 ) ( 3.1 )
+Added: A$ 82 U.S.$ 55 0.6620 Prepaid Exp / (Accrued Exp) 0.8 ( 0.1 ) 0.7
+Added: U.S.$ 109 € 100 0.9191 Prepaid Exp / (Accrued Exp) 0.3 ( 1.0 ) ( 0.7 )
Total fair value of derivative financial instruments $ 11.5 $ ( 20.9 ) $ ( 9.4 )
8 unchanged sentences
Intercompany balances, primarily debt:
−Removed: zł 25 £ 5 0.1816 Prepaid Exp $ 0.1 $ — $ 0.1
−Removed: € 60 £ 51 0.8428 Prepaid Exp 0.1 — 0.1
−Removed: A$ 170 U.S.$ 122 0.7180 Prepaid Exp 2.0 — 2.0
+Added: € 60 £ 53 0.8807 (Accrued Exp) $ — $ ( 0.3 ) $ ( 0.3 )
+Added: 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 )
−Removed: € 200 U.S.$ 230 1.1516 Prepaid Exp 4.5 — 4.5
+Added: £ 200 U.S.$ 244 1.2191 (Accrued Exp) — ( 5.5 ) ( 5.5 )
+Added: € 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:
5 unchanged sentences
N/A Prepaid Exp 3.9 — 3.9
−Removed: Intercompany billings in TJX International, primarily merchandise related:
−Removed: € 91 £ 76 0.8340 (Accrued Exp) — ( 0.1 ) ( 0.1 )
+Added: Intercompany billings in TJX International, primarily merchandise:
+Added: € 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 )
−Removed: C$ 38 € 27 0.6948 (Accrued Exp) — ( 0.2 ) ( 0.2 )
+Added: 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 )
−Removed: zł 453 £ 82 0.1813 Prepaid Exp / (Accrued Exp) 0.7 ( 0.4 ) 0.3
−Removed: A$ 66 U.S.$ 48 0.7246 Prepaid Exp 1.3 — 1.3
−Removed: U.S.$ 67 € 59 0.8807 (Accrued Exp) — ( 0.9 ) ( 0.9 )
+Added: zł 507 £ 91 0.1788 (Accrued Exp) — ( 3.6 ) ( 3.6 )
+Added: A$ 104 U.S.$ 71 0.6819 (Accrued Exp) — ( 3.3 ) ( 3.3 )
+Added: 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 impact of derivative financial instruments on the Consolidated Statements of Income is presented below:
−Removed: Location of Gain (Loss) Recognized in Income by Derivative Amount of Gain (Loss) Recognized in
+Added: Location of (Loss) Gain Recognized in Income by Derivative Amount of (Loss) Gain Recognized in
Income by Derivative
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
4 unchanged sentences
Diesel fuel contracts Cost of sales, including buying and occupancy costs ( 19 ) 55 43
−Removed: Intercompany billings in TJX International, primarily merchandise related Cost of sales, including buying and occupancy costs ( 9 ) 5 ( 4 )
+Added: Intercompany billings in TJX International, primarily merchandise Cost of sales, including buying and occupancy costs 5 ( 9 ) 5
Merchandise purchase commitments Cost of sales, including buying and occupancy costs ( 7 ) 71 24
−Removed: Gain (loss) recognized in income $ 129 $ 108 $ ( 74 )
−Removed: 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.
+Added: (Loss) gain recognized in income $ ( 1 ) $ 129 $ 108
+Added: Included in the table above are realized losses of $ 23 million in fiscal 2024 and realized gains of $ 200 million in fiscal 2023 and $ 54 million in fiscal 2022, all of which were largely offset by gains and losses on the underlying hedged item.
Fair Value Measurements
6 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
3 unchanged sentences
Foreign currency exchange contracts $ 13.7 $ 45.1
+Added: Diesel fuel contracts 7.2 —
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.
5 unchanged sentences
These inputs are considered to be Level 2 inputs.
−Removed: 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.
−Removed: 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.
−Removed: 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 estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.
+Added: The following table summarizes the carrying value and fair value estimates of our components of long-term debt:
+Added: Fiscal Year Ended
+Added: 2024 January 28,
+Added: In millions Carrying Value Fair Value Carrying Value Fair Value
+Added: Current portion of long-term debt $ — $ — $ 500 $ 497
+Added: Long-term debt $ 2,862 $ 2,630 $ 2,859 $ 2,617
For additional information on long-term debt, see Note J—Long-Term Debt and Credit Lines.
1 unchanged sentence
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.
−Removed: 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.
+Added: For the years ended February 3, 2024, January 28, 2023 and January 29, 2022, 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.
−Removed: As a result, the Company recorded a $ 218 million charge in the first quarter of fiscal 2023, which represents the entirety of its investment.
+Added: As a result, the Company recorded a $ 218 million charge in the first quarter of fiscal 2023, which represented the entirety of its investment.
See Note A—Basis of Presentation and Summary of Accounting Policies for additional information.
1 unchanged sentence
TJX operates four main business segments.
−Removed: The Marmaxx segment (T.J.
−Removed: 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.
−Removed: Maxx, Homesense and tkmaxx.com in Europe and T.K.
−Removed: Maxx in Australia.
+Added: In the United States, the Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and the HomeGoods segment operates HomeGoods and Homesense.
+Added: The TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates TK Maxx and Homesense, as well as tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia.
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.
+Added: In the third quarter of fiscal 2024, the Company closed its HomeGoods e-commerce business.
All of TJX’s stores, with the exception of HomeGoods and HomeSense/Homesense, sell family apparel and home fashions.
3 unchanged sentences
Clothing including footwear 47 % 48 % 47 %
−Removed: Jewelry and accessories 17 15 15
+Added: Accessories including jewelry and beauty 18 17 15
Home fashions 35 35 38
Total 100 % 100 % 100 %
−Removed: 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.
+Added: 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 (income) 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.
2 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
6 unchanged sentences
Total net sales $ 54,217 $ 49,936 $ 48,550
−Removed: Segment profit (loss):
+Added: Segment profit:
In the United States:
7 unchanged sentences
Loss on early extinguishment of debt — — 242
−Removed: Interest expense, net 6 115 181
+Added: Interest (income) expense, net ( 170 ) 6 115
Income before income taxes $ 5,967 $ 4,636 $ 4,398
1 unchanged sentence
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
26 unchanged sentences
Total depreciation and amortization $ 964 $ 887 $ 868
−Removed: (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.
+Added: (a) Corporate identifiable assets consist primarily of cash, the trust assets in connection with the Executive Savings Plan and in fiscal 2022 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.
3 unchanged sentences
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.
−Removed: The Stock Incentive Plan, as amended with shareholder approval, has provided for the issuance of up to 723 million shares with 49 million shares available for future grants as of January 28, 2023.
+Added: The Stock Incentive Plan, as amended with shareholder approval, has provided for the issuance of up to 723 million shares with 43 million shares available for future grants as of February 3, 2024.
TJX issues shares under the plan from authorized but unissued common stock.
Total compensation cost related to share-based compensation was $ 160 million, $ 122 million and $ 189 million in fiscal 2024, 2023 and 2022, respectively.
−Removed: As of January 28, 2023, there was $ 178 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plan.
+Added: As of February 3, 2024, there was $ 215 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.
20 unchanged sentences
Fiscal Year Ended
−Removed: Shares in millions January 28,
2024 January 28,
2023 January 29,
−Removed: Options WAEP Options WAEP Options WAEP
+Added: Shares in millions Options WAEP Options WAEP Options WAEP
Outstanding at beginning of year 37 $ 51.88 40 $ 47.11 43 $ 41.79
4 unchanged sentences
Options exercisable at end of year 25 $ 50.64 26 $ 45.99 29 $ 40.93
−Removed: The total intrinsic value of options exercised was $ 0.3 billion in each of fiscal 2023, fiscal 2022 and fiscal 2021.
−Removed: 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:
+Added: The total intrinsic value of options exercised was $ 278 million in fiscal 2024, $ 294 million in fiscal 2023 and $ 275 million in fiscal 2022.
+Added: The following table summarizes information about stock options outstanding that were expected to vest and stock options outstanding that were exercisable as of February 3, 2024:
(in millions)
13 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.
−Removed: During fiscal 2022, modifications were approved to previously-granted nonvested performance share unit awards.
−Removed: 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.
−Removed: There were no modifications to stock awards in fiscal 2023.
+Added: There were no significant modifications to stock awards in fiscal 2024 or fiscal 2023.
+Added: During fiscal 2022, modifications were approved to previously granted, nonvested performance share unit awards resulting in a share-based compensation charge of $ 37 million.
A summary of the status of the Company’s non-vested stock awards and changes during fiscal 2024 is presented below:
22 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
−Removed: 2023 January 29,
+Added: In millions February 3,
2024 January 28,
+Added: 2023 February 3,
2024 January 28,
3 unchanged sentences
Interest cost 72 58 6 4
−Removed: Actuarial (gains) losses ( 442 ) 29 ( 9 ) 0
+Added: Actuarial losses (gains) ( 37 ) ( 442 ) 0 ( 9 )
Benefits paid ( 111 ) ( 35 ) ( 12 ) ( 2 )
Expenses paid ( 4 ) ( 3 ) — —
+Added: Plan amendments ( 11 ) — — —
Projected benefit obligation at end of year $ 1,285 $ 1,343 $ 105 $ 109
2 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
−Removed: 2023 January 29,
+Added: In millions February 3,
2024 January 28,
+Added: 2023 February 3,
2024 January 28,
11 unchanged sentences
Net (asset) liability recognized on Consolidated Balance Sheets $ ( 166 ) $ ( 132 ) $ 105 $ 109
−Removed: Amounts not yet reflected in net periodic benefit cost and included in Accumulated other comprehensive income (loss):
+Added: Amounts not yet reflected in net periodic benefit cost and included in Accumulated other comprehensive (loss) income:
Prior service cost $ ( 11 ) $ 0 $ — $ —
Accumulated actuarial losses 78 126 17 19
−Removed: Amounts included in Accumulated other comprehensive income (loss) $ 126 $ 297 $ 19 $ 32
−Removed: 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).
−Removed: The funded plan asset of $ 132 million is reflected on the Consolidated Balance Sheets in other current assets as of January 28, 2023.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Amounts included in Accumulated other comprehensive (loss) income $ 67 $ 126 $ 17 $ 19
+Added: 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 (loss) income.
+Added: The funded plan asset of $ 166 million and $ 132 million is reflected on the Consolidated Balance Sheets in Prepaid expenses and other current assets as of February 3, 2024 and January 28, 2023, respectively.
+Added: The unfunded plan liability is reflected on the Consolidated Balance Sheets as current liabilities of $ 10 million and $ 4 million and a long-term liability of $ 95 million and $ 105 million as of February 3, 2024 and January 28, 2023, respectively.
+Added: The decrease in the actuarial losses included in Accumulated other comprehensive (loss) income for the funded plan for fiscal 2024 was driven by the impact of higher discount rates and an increase in actual return on plan assets.
TJX determined the assumed discount rate using the BOND:
6 unchanged sentences
2024 January 28,
−Removed: 2022 January 28,
+Added: 2023 February 3,
2024 January 28,
8 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
−Removed: 2023 January 29,
+Added: In millions February 3,
2024 January 28,
2023 January 29,
+Added: 2022 February 3,
2024 January 28,
9 unchanged sentences
Net (gain) loss $ ( 48 ) $ ( 153 ) $ 66 $ 0 $ ( 9 ) $ 0
+Added: Prior service cost (credit) ( 11 ) — — — — —
Amortization of net (loss) — ( 18 ) ( 14 ) ( 2 ) ( 4 ) ( 4 )
14 unchanged sentences
2030 through 2034 518 43
−Removed: 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:
−Removed: Funded Plan at January 28, 2023
+Added: The following tables present the fair value hierarchy for pension assets measured at fair value on a recurring basis:
+Added: Funded Plan at February 3, 2024
In millions Level 1 Level 2 Total
22 unchanged sentences
Pension plan assets are reported at fair value.
+Added: Refer to Note F—Fair Value Measurements for further information on the fair value hierarchy.
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.
−Removed: This information is provided by the independent pricing sources.
+Added: This information is provided by 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.
12 unchanged sentences
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.
−Removed: 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.
+Added: Under the investment policy guidelines, the target asset allocation of return-seeking assets and liability-hedging assets was 36 % and 64 %, respectively, as of February 3, 2024.
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.
+Added: In the second quarter of fiscal 2024, the Company announced that it would offer eligible former TJX associates who have not yet commenced their qualified pension plan benefit an opportunity to receive a voluntary lump sum payout of their pension plan benefit.
+Added: At the end of the offer period during fiscal 2024, the payout amount, based on participation rate, did not meet the threshold to record a non-cash settlement charge.
Other Retirement Benefits
2 unchanged sentences
Employees may contribute up to 50 % of eligible pay, subject to limitations.
−Removed: 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.
−Removed: TJX may also make additional discretionary contributions.
+Added: For eligible employees who have completed the applicable service requirement, TJX matches employee contributions, up to 5 % of eligible pay, at rates of 25 % or 75 % (based upon date of hire and other eligibility criteria), and may make additional discretionary year-end contributions based on TJX’s performance.
+Added: TJX may also make additional discretionary non-matching contributions.
Certain eligible employees are automatically enrolled in the U.S.
9 unchanged sentences
TJX contributes to certain multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover union-represented employees.
−Removed: 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).
−Removed: 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.
+Added: TJX contributed $ 27 million in fiscal 2024, and $ 25 million in both fiscal 2023 and fiscal 2022 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).
+Added: 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, or being one of the top ten highest contributors, for the plan year ending December 31, 2022.
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.
4 unchanged sentences
Long-Term Debt and Credit Lines
−Removed: The table below presents long-term debt as of January 28, 2023 and January 29, 2022.
+Added: The table below presents long-term debt as of February 3, 2024 and January 28, 2023.
All amounts are net of unamortized debt discounts.
−Removed: In millions and net of immaterial unamortized debt discount January 28,
+Added: In millions and net of immaterial unamortized debt discounts February 3,
2024 January 28,
General corporate debt:
−Removed: 2.500 % senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51 % after reduction of unamortized debt discount)
+Added: 2.500 % senior unsecured notes, redeemed May 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)
7 unchanged sentences
Long-term debt $ 2,862 $ 2,859
−Removed: The aggregate maturities of long-term debt, inclusive of current installments at January 28, 2023 are as follows:
+Added: The aggregate maturities of long-term debt, inclusive of current installments at February 3, 2024 are as follows:
Later years 1,381
4 unchanged sentences
Senior Unsecured Notes
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the second quarter of fiscal 2024, the Company repaid its 2.500 % ten-year Notes due May 2023 at maturity.
+Added: As of February 3, 2024, TJX had outstanding $ 1 billion aggregate principal amount of 2.250 % ten-year Notes due September 2026.
+Added: TJX entered into a rate-lock agreement to hedge $ 700 million of the 2.250 % notes prior to issuance.
+Added: The cost of this agreement is being amortized to interest expense over the term of the note resulting in an effective fixed rate of 2.36 % for the 2.25 % notes.
Credit Facilities
−Removed: 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”).
+Added: The Company has two TJX 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 was set to mature in May 2024 (the “2024 Revolving Credit Facility”).
+Added: On May 8, 2023, the Company amended the 2024 Revolving Credit Facility (as amended, the “2028 Revolving Credit Facility”) to (i) extend the maturity to May 8, 2028 and (ii) replace the London Interbank Offered Rate (“LIBOR”) with a term secured overnight financing rate plus a 0.10 % credit spread adjustment (“Adjusted Term SOFR”).
+Added: Term SOFR borrowings under the 2028 Revolving Credit Facility bear interest at the Adjusted Term SOFR plus a margin of 45.0 - 87.5 basis points and a quarterly facility fee payment of 5.0 - 12.5 basis points on the total commitments under the 2028 Revolving Credit Facility, in each case, based on the Company’s long-term debt ratings.
+Added: All other material terms and conditions of the 2028 Revolving Credit Facility were unchanged from the 2024 Revolving Credit Facility.
+Added: Additionally, on May 8, 2023, the Company amended its 2026 Revolving Credit Facility to replace the LIBOR with Adjusted Term SOFR.
+Added: Term SOFR borrowings under the 2026 Revolving Credit Facility, as amended, bear interest at the Adjusted Term SOFR plus a variable margin based on the Company’s long-term debt ratings.
+Added: All other material terms and conditions of the 2026 Revolving Credit Facility were unchanged.
Under these credit facilities, the Company has maintained a borrowing capacity of $ 1.5 billion.
−Removed: 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.
−Removed: The 2024 Revolving Credit Facility requires usage fees based on total credit extensions under the facility.
−Removed: As of January 28, 2023 and January 29, 2022, there were no amounts outstanding under these facilities.
+Added: As of February 3, 2024 and January 28, 2023, 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: In addition, as of February 3, 2024 and January 28, 2023, TJX Canada had two credit lines, a C$ 10 million facility for operating expenses and a C$ 10 million letter of credit facility.
+Added: As of February 3, 2024 and January 28, 2023, and during the years then ended, there were no amounts outstanding on the Canadian credit line for operating expenses.
+Added: As of February 3, 2024 and January 28, 2023, the Company’s European business at TJX International had a credit line of £ 5 million.
+Added: As of February 3, 2024 and January 28, 2023, and during the years then ended, there were no amounts outstanding on the European credit line.
+Added: In 2021, the Organization for Economic Co-operation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%.
+Added: Subsequently multiple sets of administrative guidance have been issued.
+Added: Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years.
+Added: Considering we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules are not expected to materially increase our global tax costs.
+Added: There remains uncertainty as to the final Pillar Two model rules.
+Added: We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions we operate in.
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.
−Removed: 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.
+Added: The excise tax on the net stock repurchase, Corporate AMT, or other provisions of the IRA did not have a material impact on our results of operations or financial position in fiscal 2024 or fiscal 2023.
For financial reporting purposes, components of income before income taxes are as follows:
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
3 unchanged sentences
Income before income taxes $ 5,967 $ 4,636 $ 4,398
−Removed: The provision (benefit) for income taxes includes the following:
+Added: The provision for income taxes includes the following:
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
6 unchanged sentences
Foreign 20 12 14
−Removed: Provision (benefit) for income taxes $ 1,138 $ 1,115 $ ( 1 )
+Added: Provision for income taxes $ 1,493 $ 1,138 $ 1,115
TJX had net deferred tax assets (liabilities) as follows:
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
18 unchanged sentences
Total $ 24 $ 31
−Removed: 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 28, 2023.
+Added: 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 February 3, 2024.
The Company has not provided for federal, state, or foreign withholding taxes on the approximately $ 1.4 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.
−Removed: As of January 28, 2023 and January 29, 2022, for state income tax purposes, TJX had net operating loss carryforwards of $ 328 million and $ 291 million respectively, which expire, if unused, in the years 2024 through 2043.
+Added: As of February 3, 2024 and January 28, 2023, for state income tax purposes, TJX had net operating loss carryforwards of $ 318 million and $ 328 million respectively.
+Added: Of that amount, $ 51 million can be carried forward indefinitely and $ 267 million will expire, if unused, in the years 2025 through 2044.
TJX has analyzed the realization of the state net operating loss carryforwards on an individual state basis.
−Removed: 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 $ 16 million has been provided for the deferred tax asset as of January 28, 2023 and $ 14 million as of January 29, 2022.
−Removed: 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.
+Added: 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 $ 1 million has been provided for the deferred tax asset as of February 3, 2024 and $ 16 million as of January 28, 2023.
+Added: The Company had available for foreign income tax purposes (related to Australia, Austria, Germany, the Netherlands and the U.K.) net operating loss carryforwards of $ 439 million as of February 3, 2024 and $ 508 million as of January 28, 2023.
The full amount of the loss carryforwards do not expire.
−Removed: 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 both January 28, 2023 and January 29, 2022.
+Added: 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 $ 62 million as of February 3, 2024 and $ 71 million as of January 28, 2023.
The difference between the U.S.
11 unchanged sentences
Worldwide effective income tax rate 25.0 % 24.5 % 25.4 %
−Removed: TJX’s effective income tax rate decreased for fiscal 2023 compared to fiscal 2022.
−Removed: 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.
−Removed: 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.
+Added: TJX’s effective income tax rate increased for fiscal 2024 compared to fiscal 2023.
+Added: The increase in the fiscal 2024 effective income tax rate is primarily due to an increase of nondeductible items and a reduction of excess tax benefits from share-based compensation.
+Added: TJX had net unrecognized tax benefits of $ 228 million as of February 3, 2024, $ 265 million as of January 28, 2023 and $ 288 million as of January 29, 2022.
A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
8 unchanged sentences
Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition.
−Removed: 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.
+Added: These items amounted to $ 221 million as of February 3, 2024, $ 251 million as of January 28, 2023 and $ 260 million as of January 29, 2022.
TJX is subject to U.S.
3 unchanged sentences
TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The amount of interest and penalties expensed was $ 10 million for the fiscal years ended February 3, 2024, and $ 7 million for both of the fiscal years ended January 28, 2023 and January 29, 2022.
+Added: The accrued amounts for interest and penalties are $ 32 million as of February 3, 2024, $ 37 million as of January 28, 2023 and $ 43 million as of January 29, 2022.
+Added: 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 February 3, 2024.
During the next twelve months, it is reasonably possible that tax audit resolutions may reduce unrecognized tax benefits by up to $ 43 million, which would reduce the provision for taxes on earnings.
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.
−Removed: Real estate leases represent virtually all of the Company’s store locations as well as some of its distribution centers and office space.
−Removed: Most of TJX’s leases in the U.S.
−Removed: and Canada are store operating leases with ten-year terms and options to extend for one or more five-year periods.
−Removed: 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.
+Added: Real estate leases represent virtually all of the Company’s store locations as well as some of its distribution and fulfillment centers and office space.
+Added: Most of TJX’s leases in the U.S., Canada, and Australia are store operating leases with ten-year terms and options to extend for one or more periods ranging from two to ten years .
+Added: Leases in Europe generally have an initial term of ten to fifteen years .
Many of the Company's leases have options to terminate prior to the lease expiration date.
3 unchanged sentences
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.
−Removed: 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.
+Added: 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 ROU 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.
9 unchanged sentences
Fiscal Year Ended
−Removed: In millions Classification January 28,
+Added: In millions Classification February 3,
2024 January 28,
5 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
3 unchanged sentences
Lease liabilities arising from obtaining right of use assets $ 2,055 $ 2,095 $ 1,658
−Removed: 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.
−Removed: The following table as of January 28, 2023 summarizes the maturity of lease liabilities under operating leases:
+Added: The following table as of February 3, 2024 summarizes the maturity of lease liabilities under operating leases:
Later years 2,503
8 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
2 unchanged sentences
Merchandise credits and gift certificates 773 721
+Added: Dividends payable 383 346
+Added: Occupancy costs, including rent, utilities and real estate taxes
Sales tax collections and V.A.T.
taxes 291 384
−Removed: Occupancy costs, including rent, utilities and real estate taxes
−Removed: Dividends payable 346 312
Accrued capital additions 246 199
1 unchanged sentence
Total accrued expenses and other current liabilities $ 4,870 $ 4,346
−Removed: 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.
+Added: All other current liabilities primarily include accruals for insurance, customer rewards liability, expenses payable, reserve for sales returns, professional fees, reserve for taxes, warehouse services, advertising, 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
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
11 unchanged sentences
TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of its business.
−Removed: TJX has accrued immaterial amounts in the accompanying Consolidated Financial Statements for certain of its legal proceedings.
Letters of Credit
−Removed: TJX had outstanding letters of credit totaling $ 42 million as of January 28, 2023 and $ 53 million as of January 29, 2022.
+Added: TJX had outstanding letters of credit totaling $ 40 million as of February 3, 2024 and $ 42 million as of January 28, 2023.
Letters of credit are issued by TJX primarily for the purchase of inventory.
2 unchanged sentences
Fiscal Year Ended
−Removed: In millions January 28,
+Added: In millions February 3,
2024 January 28,
1 unchanged sentence
Cash paid for:
−Removed: Interest on debt (a)
−Removed: $ 86 $ 139 $ 153
+Added: Interest on debt $ 80 $ 86 $ 139
Income taxes 1,432 1,225 1,119
2 unchanged sentences
Property additions 47 13 97
−Removed: (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.