TJX COMPANIES INC /DE/ 10-K

ITEM 9A. Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures. (b) Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2024 identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 40 (c) Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: – Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of TJX; – Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of TJX are being made only in accordance with authorizations of management and directors of TJX; and – Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of TJX’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of 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”). Based on that evaluation, management concluded that its internal control over financial reporting was effective as of February 3, 2024. 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. ITEM 9B. Other Information 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. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III ITEM 10. Directors, Executive Officers and Corporate Governance The information concerning our executive officers is set forth under the heading “Information about our Executive Officers” in Part I of this report. TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120 days after the close of its fiscal year ended February 3, 2024 (“Proxy Statement”). The other information required by this Item and not given in this Item will appear under the headings “Election of Directors” and “Corporate Governance,” including in “Board Leadership and Committees,” and “Audit 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. The Code of Ethics for TJX Executives is designed to ensure integrity in TJX’s financial reports and public disclosures. TJX also has a Directors Code of Business Conduct and Ethics which promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. Both of these codes of conduct are published at tjx.com. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the Directors Code of Business Conduct and Ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC. 41 ITEM 11. Executive Compensation The information required by this Item will appear under the headings “Compensation Program Risk Assessment,” “Compensation Discussion and Analysis,” “Compensation Tables” and “Director Compensation” in our Proxy Statement, which sections (excluding “Compensation Tables - Pay versus Performance”) are incorporated herein by reference. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item will appear under the headings “Equity Compensation Plan Information” and “Beneficial Ownership” in our Proxy Statement, which sections are incorporated herein by reference. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item will appear under the heading “Election of Directors,” including in “Board Independence” and under the heading “Corporate Governance,” including in “Transactions with Related Persons” in our Proxy Statement, which sections are incorporated herein by reference. ITEM 14. Principal Accountant Fees and Services 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. PART IV ITEM 15. Exhibits, Financial Statement Schedule (a) FINANCIAL STATEMENT SCHEDULE For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page F-1. Schedule II – Valuation and Qualifying Accounts In millions Balance Beginning of Period Amounts Charged to Net Income Write-Offs Against Reserve Balance End of Period Sales Return Reserve: Fiscal Year Ended February 3, 2024 $ 148 $ 5,802 $ 5,800 $ 150 Fiscal Year Ended January 28, 2023 $ 142 $ 5,600 $ 5,594 $ 148 Fiscal Year Ended January 29, 2022 $ 168 $ 5,627 $ 5,653 $ 142 42 (b) EXHIBITS Listed below are all exhibits filed as part of this report. Some exhibits are filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 12b-32 under the Exchange Act. Incorporate by Reference Exhibit No. Description Form Exhibit No. Filing Date 3(i).1 Fifth Restated Certificate of Incorporation 10-K 3(i).1 4/3/2019 3(ii).1 By-laws of TJX, as amended 8-K 3.1 2/5/2018 4.01 Indenture between TJX and U.S. Bank National Association dated September 12, 2016 8-K 4.1 9/12/2016 4.02 First Supplemental Indenture dated as of September 12, 2016 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto 8-K 4.2 9/12/2016 4.03 Indenture dated as of April 1, 2020 between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee 8-K 4.1 4/1/2020 4.04 Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto 8-K 4.4 4/1/2020 4.05 Fourth Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto 8-K 4.5 4/1/2020 4.06 Fifth Supplemental Indenture, dated as of November 30, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto. 8-K 4.1 12/3/2020 4.07 Sixth Supplemental Indenture, dated as of November 30, 2020 by and TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto 8-K 4.2 12/3/2020 4.08 Description of Registrant's Securities 10-K 4.06 3/27/2020 10.01 The Executive Severance Plan effective September 27, 2018* 10-Q 10.2 12/4/2018 10.02 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Carol Meyrowitz and TJX* 10-Q 10.3 12/4/2018 10.03 The Employment Agreement dated February 1, 2019 between Carol Meyrowitz and TJX * 10-K 10.03 4/3/2019 10.04 The Amendment to the Employment Agreement between Carol Meyrowitz and TJX effective as of January 28, 2022* 10-K 10.04 3/30/2022 10.05 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX* 10-Q 10.4 12/4/2018 10.06 The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX * 10-K 10.05 4/3/2019 10.07 The Amendment to the Employment Agreement between Ernie Herrman and TJX effective as of January 28, 2022* 10-K 10.07 3/30/2022 10.08 The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX* 10-K 10.5 4/4/2018 10.09 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Scott Goldenberg and TJX* 10-Q 10.5 12/4/2018 10.10 The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, 2019* 10-K 10.13 4/3/2019 10.11 The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of January 29, 2021* 10-K 10.13 3/31/2021 10.12 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* 10-K 10.6 4/4/2018 10.14 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Kenneth Canestrari and TJX* 10-Q 10.7 12/4/2018 10.15 The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, 2019* 10-K 10.16 4/3/2019 10.16 The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of January 29, 2021* 10-K 10.17 3/31/2021 10.17 The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 2, 2024, filed herewith* 10.18 The Executive Severance and Change of Control Plan effective September 19, 2022 , filed herewith * 43 Incorporate by Reference Exhibit No. Description Form Exhibit No. Filing Date 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 10.21 The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX* 10-K 10.7 4/4/2018 10.22 The Executive Severance Plan Participation Agreement dated September 27, 2018 between Douglas Mizzi and TJX* 10-Q 10.8 12/4/2018 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 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 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)* 10-Q 10.1 8/26/2022 10.27 The Stock Incentive Plan Rules for U.K. Employees, effective as of September 19, 2022* 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* 10-Q 10.4 12/2/2014 10.29 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014* 10-Q 10.5 12/2/2014 10.30 The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015* 10-Q 10.1 12/1/2015 10.31 The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2015* 10-Q 10.2 12/1/2015 10.32 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 10.33 The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman* 10-K 10.19 3/29/2016 10.34 The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 29, 2021* 10-Q 10.1 5/28/2021 10.35 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March 29, 2021* 10-Q 10.2 5/28/2021 10.36 The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 28, 2022* 10-Q 10.2 5/27/2022 10.37 The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March 28, 2022* 10-Q 10.3 5/27/2022 10.38 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan* 10-K 10.20 3/31/2015 10.39 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016* 10-Q 10.2 8/26/2016 10.40 The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of January 1, 2024* 10-Q 10.1 11/29/2023 10.41 The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)* 10-K 10.22 4/2/2013 10.42 The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999* 10-K 10.9 4/29/1999 10.43 The Second Amendment to the GDCP, effective January 1, 2000* 10-K 10.10 4/28/2000 10.44 The Third and Fourth Amendments to the GDCP* 10-K 10.17 3/29/2006 10.45 The Fifth Amendment to the GDCP, effective January 1, 2008* 10-K 10.17 3/31/2009 10.46 The Supplemental Executive Retirement Plan (2015 Restatement)* 10-Q 10.3 5/29/2015 10.47 The Executive Savings Plan (As Amended and Restated, Effective January 1, 2022) (the ESP)* 10.K 10.46 3/30/2022 10.48 The First Amendment to the Executive Savings Plan, effective April 1, 2023* 10-Q 10.1 5/26/2023 10.49 The Second Amendment to the Executive Savings Plan, effective January 1, 2024, filed herewith* 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 10.51 The Form of TJX Indemnification Agreement for its executive officers and directors*(p) 10-K 10(r) 4/27/1990 44 Incorporate by Reference Exhibit No. Description Form Exhibit No. Filing Date 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. Bank National Association, as administrative agent, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Deutsche Bank Securities, Inc., as co-documentation agents 8-K 10.1 6/29/2021 10.53 First Amendment to 2026 Revolving Credit Agreement, dated as of May 8, 2023, by and among The TJX Companies, Inc., U.S. Bank National Association, as administrative agent, and each of the lenders party thereto 10-Q 10.3 5/26/2023 10.54 2028 Amended and Restated Revolving Credit Agreement, dated as of May 8, 2023, by and among The TJX Companies, Inc., U.S. Bank National Association, as administrative agent, and each of the lenders party thereto** 10-Q 10.2 5/26/2023 21 Subsidiaries of TJX, filed herewith 23 Consent of Independent Registered Public Accounting Firm, filed herewith 24 Power of Attorney given by the Directors and certain Executive Officers of TJX, filed herewith 31.1 Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 31.2 Certification Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 32.1 Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 32.2 Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 97 Policy for Recovery of Executive Officer Incentive Compensation (Amended and Restated as of October 2, 2023), filed herewith 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 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. ** Schedules and certain portions of this exhibit are omitted pursuant to Item 601 of Regulation S-K. 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. Unless otherwise indicated, exhibits incorporated by reference were filed under Commission File Number 001-04908. ITEM 16. Form 10-K Summary Not applicable. 45 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE TJX COMPANIES, INC. /s/ JOHN KLINGER Dated: 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. /s/ ERNIE HERRMAN /s/ JOHN KLINGER Ernie Herrman, Chief Executive Officer, President and Director (Principal Executive Officer) John Klinger, Chief Financial Officer (Principal Financial and Accounting Officer) JOSÉ B. ALVAREZ* AMY B. LANE* José B. Alvarez, Director Amy B. Lane, Director ALAN M. BENNETT* CAROL MEYROWITZ* Alan M. Bennett, Director Carol Meyrowitz, Executive Chairman of the Board of Directors ROSEMARY T. BERKERY* JACKWYN L. NEMEROV* Rosemary T. Berkery, Director Jackwyn L. Nemerov, Director DAVID T. CHING* CHARLES F. WAGNER, JR.* David T. Ching, Director Charles F. Wagner, Jr., Director C. KIM GOODWIN* C. Kim Goodwin, Director *BY /s/ JOHN KLINGER Dated: April 3, 2024 John Klinger, as attorney-in-fact 46 The TJX Companies, Inc. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS For Fiscal Years Ended February 3, 2024, January 28, 2023 and January 29, 2022. Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 2 Consolidated Financial Statements: Consolidated Statements of Income F- 4 Consolidated Statements of Comprehensive Income F- 5 Consolidated Balance Sheets F- 6 Consolidated Statements of Cash Flows F- 7 Consolidated Statements of Shareholders’ Equity F- 8 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedule: Schedule II – Valuation and Qualifying Accounts 42 F-1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of The TJX Companies, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of 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”). 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). 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. 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 The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. F-2 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Income Tax Provision 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. 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. 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. These procedures included testing the effectiveness of controls relating to the provision for income taxes. 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 April 3, 2024 We have served as the Company’s auditor since 1962. F-3 THE TJX COMPANIES, INC. CONSOLIDATED STATEMENTS OF INCOME IN MILLIONS EXCEPT PER SHARE AMOUNTS Fiscal Year Ended February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Net sales $ 54,217 $ 49,936 $ 48,550 Cost of sales, including buying and occupancy costs 37,951 36,149 34,714 Selling, general and administrative expenses 10,469 8,927 9,081 Impairment on equity investment — 218 — Loss on early extinguishment of debt — — 242 Interest (income) expense, net ( 170 ) 6 115 Income before income taxes 5,967 4,636 4,398 Provision for income taxes 1,493 1,138 1,115 Net income $ 4,474 $ 3,498 $ 3,283 Basic earnings per share $ 3.90 $ 3.00 $ 2.74 Weighted average common shares – basic 1,146 1,166 1,200 Diluted earnings per share $ 3.86 $ 2.97 $ 2.70 Weighted average common shares – diluted 1,159 1,178 1,216 The accompanying notes are an integral part of the consolidated financial statements. F-4 THE TJX COMPANIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME IN MILLIONS Fiscal Year Ended February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Net income $ 4,474 $ 3,498 $ 3,283 Additions to other comprehensive income (loss), net of tax: 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 ) 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 ) Reclassifications from other comprehensive income (loss) to net income: Amortization of (loss) on cash flow hedge, net of related tax provisions of $ 1 in fiscal 2022 — — ( 0 ) 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 1 16 13 Other comprehensive income (loss), net of tax 74 81 ( 80 ) Total comprehensive income $ 4,548 $ 3,579 $ 3,203 The accompanying notes are an integral part of the consolidated financial statements. F-5 THE TJX COMPANIES, INC. CONSOLIDATED BALANCE SHEETS IN MILLIONS EXCEPT SHARE AMOUNTS Fiscal Year Ended February 3, 2024 January 28, 2023 Assets Current assets: Cash and cash equivalents $ 5,600 $ 5,477 Accounts receivable, net 529 563 Merchandise inventories 5,965 5,819 Prepaid expenses and other current assets 511 478 Federal, state and foreign income taxes recoverable 59 119 Total current assets 12,664 12,456 Net property at cost 6,571 5,783 Non-current deferred income taxes, net 172 158 Operating lease right of use assets 9,396 9,086 Goodwill 95 97 Other assets 849 769 Total assets $ 29,747 $ 28,349 Liabilities Current liabilities: Accounts payable $ 3,862 $ 3,794 Accrued expenses and other current liabilities 4,870 4,346 Current portion of operating lease liabilities 1,620 1,610 Current portion of long-term debt — 500 Federal, state and foreign income taxes payable 99 55 Total current liabilities 10,451 10,305 Other long-term liabilities 924 919 Non-current deferred income taxes, net 148 127 Long-term operating lease liabilities 8,060 7,775 Long-term debt 2,862 2,859 Commitments and contingencies (See Note N) Shareholders’ equity Preferred stock, authorized 5,000,000 shares, par value $ 1 , no shares issued — — Common stock, authorized 1,800,000,000 shares, par value $ 1 , issued and outstanding 1,133,586,545 and 1,155,437,908 shares, respectively 1,134 1,155 Additional paid-in capital — — Accumulated other comprehensive (loss) income ( 532 ) ( 606 ) Retained earnings 6,700 5,815 Total shareholders’ equity 7,302 6,364 Total liabilities and shareholders’ equity $ 29,747 $ 28,349 The accompanying notes are an integral part of the consolidated financial statements. F-6 THE TJX COMPANIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS IN MILLIONS Fiscal Year Ended February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Cash flows from operating activities: Net income $ 4,474 $ 3,498 $ 3,283 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 964 887 868 Impairment on equity investment — 218 — Loss on early extinguishment of debt — — 242 Loss on property disposals and impairment charges 61 23 9 Deferred income tax (benefit) provision ( 7 ) 64 ( 44 ) Share-based compensation 160 122 189 Changes in assets and liabilities: Decrease (increase) in accounts receivable 37 ( 51 ) ( 61 ) (Increase) decrease in merchandise inventories ( 145 ) 58 ( 1,658 ) Decrease (increase) in income taxes recoverable 60 ( 5 ) ( 78 ) (Increase) decrease in prepaid expenses and other current assets ( 40 ) ( 73 ) 33 Increase (decrease) in accounts payable 64 ( 600 ) ( 338 ) Increase (decrease) in accrued expenses and other liabilities 443 ( 23 ) 659 Increase (decrease) in income taxes payable 46 ( 126 ) 100 (Decrease) in net operating lease liabilities ( 18 ) ( 1 ) ( 129 ) Other, net ( 42 ) 93 ( 18 ) Net cash provided by operating activities 6,057 4,084 3,057 Cash flows from investing activities: Property additions ( 1,722 ) ( 1,457 ) ( 1,045 ) Purchases of investments ( 28 ) ( 31 ) ( 22 ) Sales and maturities of investments 33 18 21 Net cash (used in) investing activities ( 1,717 ) ( 1,470 ) ( 1,046 ) Cash flows from financing activities: Payments for repurchase of common stock ( 2,484 ) ( 2,255 ) ( 2,176 ) Proceeds from issuance of common stock 285 321 229 Cash dividends paid ( 1,484 ) ( 1,339 ) ( 1,252 ) Repayment of debt ( 500 ) — ( 2,976 ) Other ( 32 ) ( 33 ) ( 25 ) Net cash (used in) financing activities ( 4,215 ) ( 3,306 ) ( 6,200 ) Effect of exchange rate changes on cash ( 2 ) ( 58 ) ( 54 ) 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 Cash and cash equivalents at end of year $ 5,600 $ 5,477 $ 6,227 The accompanying notes are an integral part of the consolidated financial statements. F-7 THE TJX COMPANIES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY IN MILLIONS Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings Total Shares Par Value $ 1 Balance, January 30, 2021 1,205 $ 1,205 $ 261 $ ( 607 ) $ 4,974 $ 5,833 Net income — — — — 3,283 3,283 Other comprehensive (loss), net of tax — — — ( 80 ) — ( 80 ) Cash dividends declared on common stock — — — — ( 1,249 ) ( 1,249 ) Recognition of share-based compensation — — 189 — — 189 Issuance of common stock under stock incentive plan and related tax effect 7 7 196 — 0 203 Common stock repurchased ( 31 ) ( 31 ) ( 646 ) — ( 1,499 ) ( 2,176 ) Balance, January 29, 2022 1,181 $ 1,181 $ — $ ( 687 ) $ 5,509 $ 6,003 Net income — — — — 3,498 3,498 Other comprehensive income, net of tax — — — 81 — 81 Cash dividends declared on common stock — — — — ( 1,373 ) ( 1,373 ) Recognition of share-based compensation — — 122 — — 122 Issuance of common stock under stock incentive plan and related tax effect 9 9 279 — — 288 Common stock repurchased ( 35 ) ( 35 ) ( 401 ) — ( 1,819 ) ( 2,255 ) Balance, January 28, 2023 1,155 $ 1,155 $ — $ ( 606 ) $ 5,815 $ 6,364 Net income — — — — 4,474 4,474 Other comprehensive income, net of tax — — — 74 — 74 Cash dividends declared on common stock — — — — ( 1,522 ) ( 1,522 ) Recognition of share-based compensation — — 160 — — 160 Issuance of common stock under stock incentive plan and related tax effect 8 8 248 — ( 1 ) 255 Common stock repurchased ( 29 ) ( 29 ) ( 408 ) — ( 2,066 ) ( 2,503 ) Balance, February 3, 2024 1,134 $ 1,134 $ — $ ( 532 ) $ 6,700 $ 7,302 The accompanying notes are an integral part of the consolidated financial statements. F-8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note A. Basis of Presentation and Summary of Accounting Policies Basis of Presentation The Consolidated Financial Statements and Notes thereto of The TJX Companies, Inc. (referred to as “TJX,” “we” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the consolidated financial statements of all of TJX’s subsidiaries, all of which are wholly owned. All of the Company's activities are conducted by TJX or its subsidiaries and are consolidated in these consolidated financial statements. All intercompany transactions have been eliminated in consolidation. Fiscal Year TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The fiscal year ended February 3, 2024 (“fiscal 2024”) is a 53-week fiscal year. 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. Use of Estimates The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. TJX considers its accounting policies relating to inventory valuation, reserves for uncertain tax positions and loss contingencies to be the most significant accounting policies that involve management estimates and judgments. Actual amounts could differ from these estimates, and such differences could be material. Summary of Accounting Policies Revenue Recognition Net Sales Net sales consist primarily of merchandise sales, which are recorded net of a reserve for estimated returns, any discounts and sales taxes, for the sales of merchandise both within our stores and online. Net sales also include an immaterial amount of other revenues that represent less than 1 % of total revenues, 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. Merchandise sales from our stores are recognized at the point of sale when TJX provides the merchandise to the customer. The performance obligation is fulfilled at this point when the customer has obtained control by paying for and leaving with the merchandise. Merchandise sales made online are recognized when the product has been shipped, which is when legal title has passed and when TJX is entitled to payment, and the customer has obtained the ability to direct the use of and obtain substantially all of the remaining benefits from the goods. Shipping and handling activities related to online sales occur after the customer obtains control of the goods. TJX’s policy is to treat shipping costs as part of our fulfillment center costs within our operating expenditures. As a result, shipping fee revenues received are recognized when control of the goods transfer to the customer and are recorded as net sales. Shipping and handling costs incurred by TJX are included in cost of sales, including buying and occupancy costs. TJX disaggregates revenue by operating segment, see Note G—Segment Information. Deferred Gift Card Revenue Proceeds from the sale of gift cards as well as the value of store cards issued to customers as a result of a return or exchange are deferred until the customers use the cards to acquire merchandise, as TJX does not fulfill its performance obligation until the gift card has been redeemed. While gift cards have an indefinite life, substantially all are redeemed in the first year of issuance. The following table presents deferred gift card revenue activity: In millions February 3, 2024 January 28, 2023 (53 weeks) Balance, beginning of year $ 721 $ 685 Deferred revenue 2,020 1,927 Effect of exchange rates changes on deferred revenue ( 1 ) ( 5 ) Revenue recognized ( 1,967 ) ( 1,886 ) Balance, end of year $ 773 $ 721 F-9 TJX recognized $ 2 billion in gift card revenue in fiscal 2024 and $ 1.9 billion in fiscal 2023 and $ 1.7 billion in fiscal 2022. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were issued during the period. Based on historical experience, the Company estimates the amount of gift cards and store cards that will not be redeemed (referred to as breakage) and, to the extent allowed by local law, these amounts are amortized into income over the estimated redemption period. Revenue recognized from breakage was $ 36 million in fiscal 2024, $ 44 million in fiscal 2023 and $ 21 million in fiscal 2022. Sales Return Reserve The Company's products are generally sold with a right of return and the Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company has elected to apply the portfolio practical expedient. The Company estimates the variable consideration using the expected value method when calculating the returns reserve because the difference in applying it to the individual contract would not differ materially. Returns are estimated based on historical experience and are required to be established and presented at the gross sales value with an asset established for the estimated value of the merchandise returned separately from the refund liability. Liabilities for return allowances are included in “Accrued expenses and other current liabilities” and the estimated value of the merchandise to be returned is included in “Prepaid expenses and other current assets” on the Company’s Consolidated Balance Sheets. Consolidated Statements of Income Classifications Cost of sales, including buying and occupancy costs, includes the cost of merchandise sold including foreign currency gains and losses on merchandise purchases denominated in other currencies; gains and losses on inventory and fuel-related derivative contracts; asset retirement obligation costs; divisional occupancy costs (including real estate taxes, utility and maintenance costs and fixed asset depreciation); the costs of operating distribution centers; payroll, benefits and travel costs directly associated with buying inventory; and systems costs related to the buying and tracking of inventory. Selling, general and administrative expenses include store payroll, benefits and supplies costs; communication costs; credit and check expenses; advertising; administrative and field management payroll, benefits and travel costs; corporate administrative costs and depreciation; gains and losses on non-inventory related foreign currency exchange contracts; and other miscellaneous income and expense items. Cash and Cash Equivalents TJX generally considers highly liquid investments with a maturity of 90 days or less at the date of purchase to be cash equivalents. If applicable, investments with maturities greater than 90 days but less than one year at the date of purchase are included in short-term investments. These investments are classified as trading securities and are stated at fair value. Investments are classified as either short-term or long-term based on their original maturities. TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks. As of February 3, 2024, TJX’s cash and cash equivalents held outside the U.S. 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. 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. inventory in transit and unprocessed inventory in the Company’s distribution centers). Under the retail method, TJX utilizes a permanent markdown strategy and lowers the cost value of the inventory that is subject to markdown at the time the retail prices are lowered in the stores. TJX records inventory at the time title transfers, which is typically at the time when inventory is shipped. As a result, Merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of $ 1.3 billion at both February 3, 2024 and January 28, 2023. Comparable amounts were reflected in Accounts payable at those dates. Common Stock and Equity Equity transactions consist primarily of the repurchase by TJX of its common stock under its stock repurchase programs and the recognition of compensation expense and issuance of common stock under TJX’s Stock Incentive Plan. Under TJX’s stock repurchase programs, the Company repurchases its common stock on the open market. The par value of the shares repurchased is charged to Common stock with the excess of the purchase price over par first charged against any available Additional paid-in capital (“APIC”) and the balance charged to Retained earnings. Due to the volume of share repurchases under previous programs, TJX has historically had no remaining balance in APIC. All shares repurchased have been retired. F-10 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. 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. Income tax benefits upon the expensing of options result in the creation of a deferred tax asset, while income tax benefits due to the exercise of stock options reduce deferred tax assets up to the amount that an asset for the related grant has been created. Any excess tax benefits or deficiencies are included in the provision for income taxes. The par value of performance share units and restricted stock units is added to common stock when shares are delivered following performance measurement date or service period to the extent vesting requirements have been achieved. The fair value of stock awards and units are added to APIC as the awards are amortized into earnings over the related requisite service periods. Share-Based Compensation TJX accounts for share-based compensation by estimating the fair value of each award on the date of grant. TJX uses the Black-Scholes option pricing model for options awarded and the market price on the grant date for stock awards. 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. Interest (Income) Expense, net TJX’s interest (income) expense, net is presented net of capitalized interest and interest income. The following is a summary of interest (income) expense, net: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Interest expense $ 82 $ 91 $ 123 Capitalized interest ( 3 ) ( 7 ) ( 4 ) Interest (income) ( 249 ) ( 78 ) ( 4 ) 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. Property and Equipment For financial reporting purposes, TJX provides for depreciation and amortization of property using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over 33 years. Leasehold costs and improvements are generally amortized over their useful life or the committed lease term (typically 10 years to 15 years), whichever is shorter. Furniture, fixtures and equipment are depreciated over 3 to 10 years. Depreciation and amortization expense for property was $ 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. Maintenance and repairs are charged to expense as incurred. Significant costs incurred for internally developed software are capitalized and amortized, generally over 5 years. Upon retirement or sale, the cost of disposed assets and the related accumulated depreciation are eliminated, and any gain or loss is included in income. Pre-opening costs, including rent, are expensed as incurred. F-11 Lease Accounting Operating leases are included in “Operating lease right of use assets,” “Current portion of operating lease liabilities,” and “Long-term operating lease liabilities” on the Company’s Consolidated Balance Sheets. Right of use (“ROU”) assets represent TJX’s right to use an underlying asset for the lease term and lease liabilities represent TJX’s obligation to make lease payments arising from the lease. At the inception of the arrangement, the Company determines if an arrangement is a lease based on assessment of the terms and conditions of the contract. Operating lease ROU assets and lease liabilities are recognized at possession date based on the present value of lease payments over the lease term. The majority of the Company’s leases are retail store locations, and the possession date is typically 30 to 60 days prior to the opening of the store and generally occurs before the commencement of the lease term, as specified in the lease. TJX’s lessors do not provide an implicit rate, nor is one readily available, therefore the Company uses its incremental borrowing rate based on the information available at possession date in determining the present value of future lease payments. The incremental borrowing rate is calculated based on the US Consumer Discretionary yield curve and adjusted for collateralization and foreign currency impact for TJX International and Canada leases. The operating lease ROU assets also include any acquisition costs offset by lease incentives. The Company’s lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term within “Cost of sales, including buying and occupancy costs”. See Note L—Leases for a detailed discussion of lease accounting. Goodwill and Tradenames Goodwill includes the excess of the purchase price paid over the carrying value of the minority interest acquired in fiscal 1990 in TJX’s former 83 %-owned subsidiary and represents goodwill associated with the TJ Maxx chain, which is included in the Marmaxx segment. The Company’s goodwill also includes the excess of cost over the estimated fair market value of the net assets acquired by TJX in the purchase of Winners in fiscal 1991, included in TJX Canada, as well as the purchase of Trade Secret in fiscal 2016, which was re-branded under the TK Maxx name during fiscal 2018 and is included in TJX International. The following is a roll forward of goodwill by segment: In millions Marmaxx TJX Canada TJX International Total Balance, January 29, 2022 $ 70 $ 2 $ 25 $ 97 Effect of exchange rate changes on goodwill — 0 0 0 Balance, January 28, 2023 $ 70 $ 2 $ 25 $ 97 Effect of exchange rate changes on goodwill — 0 ( 2 ) ( 2 ) Balance, February 3, 2024 $ 70 $ 2 $ 23 $ 95 Goodwill is considered to have an indefinite life and accordingly is not amortized. Tradenames, which are included in other assets, are the value assigned to the name “Marshalls,” acquired by TJX in fiscal 1996 as part of the acquisition of the Marshalls chain, the value assigned to the name “Sierra Trading Post,” acquired by TJX in fiscal 2013 and the value assigned to the name “Trade Secret,” acquired by TJX in fiscal 2016. The tradenames were valued utilizing the relief from royalty method, which calculates the discounted present value of assumed after-tax royalty payments. The Marshalls tradename is considered to have an indefinite life and accordingly is not amortized. The following is a roll forward of tradenames: Fiscal Year Ended February 3, 2024 January 28, 2023 In millions Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Definite-lived intangible assets: Sierra Trading Post $ 39 $ ( 39 ) $ — $ 39 $ ( 27 ) $ 12 Indefinite-lived intangible asset: Marshalls $ 108 $ — $ 108 $ 108 $ — $ 108 TJX occasionally acquires or licenses other trademarks to be used in connection with private label merchandise. Such trademarks are included in other assets and are amortized to cost of sales, including buying and occupancy costs, over their useful life, generally from 7 to 10 years. F-12 Goodwill, tradenames and trademarks, and the related accumulated amortization or impairment if any, are included in the respective operating segment to which they relate. Impairment of Long-Lived Assets, Goodwill and Tradenames TJX evaluates long-lived assets, including tradenames that are amortized and operating lease right of use assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. This evaluation is performed at the lowest level of identifiable cash flows which are largely independent of other groups of assets, generally at the individual store level for fixed assets and operating lease right of use assets, and at the reporting unit for tradenames that are amortized. If indicators of impairment are identified, an undiscounted cash flow analysis is performed to determine if the carrying value of the asset or asset group is recoverable. If the cash flow is less than the carrying value then an impairment charge will be recorded to the extent the fair value of an asset or asset group is less than the carrying value of that asset or asset group. This resulted in immaterial impairment charges on operating lease ROU assets and store fixed assets in fiscal 2024, fiscal 2023 and fiscal 2022 . 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. 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. 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. Indefinite life tradenames are tested for impairment by comparing their carrying value to their fair value, which is determined by calculating the discounted present value of assumed after-tax royalty payments. In fiscal 2024, fiscal 2023 and fiscal 2022, the Company bypassed the qualitative assessment and performed the quantitative impairment test. There were no impairments related to the Company’s goodwill or indefinite life tradenames in fiscal 2024, fiscal 2023, or fiscal 2022. Advertising Costs TJX expenses advertising costs as incurred. Advertising expense was $ 573 million for fiscal 2024, $ 507 million for fiscal 2023 and $ 506 million for fiscal 2022. Foreign Currency Translation TJX’s foreign assets and liabilities are translated into U.S. dollars at fiscal year-end exchange rates with resulting translation gains and losses included in shareholders’ equity as a component of Accumulated other comprehensive (loss) income. Activity of the foreign operations that affect the Consolidated Statements of Income and Cash Flows is translated at average exchange rates prevailing during the fiscal year. Loss Contingencies TJX records a reserve for loss contingencies when it is both probable that a loss will be incurred and the amount of the loss is reasonably estimable. TJX evaluates pending litigation and other contingencies at least quarterly and adjusts the reserve for such contingencies for changes in probable and reasonably estimable losses. TJX includes an estimate for related legal costs at the time such costs are both probable and reasonably estimable. Equity Investment In fiscal 2020, the Company acquired a minority ownership stake in privately held Familia, an off-price retailer of apparel and home fashions domiciled in Luxembourg that operates stores throughout Russia. During fiscal 2023, the Company announced that it had committed to divesting its minority investment, 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. Future Adoption of New Accounting Standards From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”). 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. F-13 Improvements to Reportable Segment Disclosures In November 2023, the FASB issued guidance related to improvements to reportable segment disclosures. 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. 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. 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. Improvements to Income Tax Disclosures In December 2023, the FASB issued guidance related to improvements to income tax disclosures. The amendment updates the income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The amendment also provides for further disclosure comparability. The amendments are effective for fiscal years beginning after December 15, 2024 (fiscal 2026). Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statement disclosures. SEC Rule Changes 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. 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. The required information about climate-related risks will also include disclosure of a registrant's greenhouse gas emissions. In addition, the rules will require registrants to present certain climate-related financial disclosures in their audited financial statements. The Company is currently evaluating the potential impact of these rules on its consolidated financial statements and disclosures. Note B. Property at Cost The following table presents the components of property at cost: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 Land and buildings $ 2,179 $ 2,043 Leasehold costs and improvements 4,306 3,874 Furniture, fixtures and equipment 8,134 7,400 Total property at cost $ 14,619 $ 13,317 Less accumulated depreciation and amortization 8,048 7,534 Net property at cost $ 6,571 $ 5,783 Presented below is information related to carrying values of TJX’s long-lived tangible assets by geographic location: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 United States $ 5,127 $ 4,518 Canada 341 274 Europe 1,028 923 Australia 75 68 Total long-lived tangible assets $ 6,571 $ 5,783 F-14 Note C. Accumulated Other Comprehensive (Loss) Income Amounts included in Accumulated other comprehensive (loss) income relate to the Company’s foreign currency translation adjustments, deferred gains/(losses) on pension and other post-retirement obligations and a cash flow hedge on issued debt, all of which are recorded net of the related income tax effects. The following table details the changes in Accumulated other comprehensive (loss) income for fiscal 2024, fiscal 2023 and fiscal 2022: In millions and net of immaterial taxes Foreign Currency Translation Deferred Benefit Costs Cash Flow Hedge on Debt Accumulated Other Comprehensive (Loss) Income Balance, January 30, 2021 $ ( 443 ) $ ( 164 ) $ — $ ( 607 ) Additions to other comprehensive (loss): Foreign currency translation adjustments, net of taxes ( 45 ) — — ( 45 ) 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 ) Amortization of prior service cost and deferred gains, net of taxes — 13 — 13 Balance, January 29, 2022 $ ( 488 ) $ ( 199 ) $ — $ ( 687 ) Additions to other comprehensive (loss): Foreign currency translation adjustments, net of taxes ( 56 ) — — ( 56 ) Recognition of net gains on benefit obligations, net of taxes — 121 — 121 Reclassifications from other comprehensive (loss) to net income: Amortization of prior service cost and deferred gains, net of taxes — 16 — 16 Balance, January 28, 2023 $ ( 544 ) $ ( 62 ) $ — $ ( 606 ) Additions to other comprehensive (loss): Foreign currency translation adjustments, net of taxes 30 — — 30 Recognition of net gains on benefit obligations, net of taxes — 43 — 43 Reclassifications from other comprehensive (loss) to net income: Amortization of prior service cost and deferred gains, net of taxes — 1 — 1 Balance, February 3, 2024 $ ( 514 ) $ ( 18 ) $ — $ ( 532 ) Note D. Capital Stock and Earnings Per Share Capital Stock 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. Under this program and previously announced programs, TJX had approximately $ 3.5 billion available for repurchase as of February 3, 2024. The following table provides share repurchases, excluding applicable excise tax: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 Total number of shares repurchased and retired 29.0 34.9 31.3 Total cost $ 2,484 $ 2,255 $ 2,176 All shares repurchased under the stock repurchase programs have been retired. These expenditures were funded by cash generated from operations. TJX has five million shares of authorized but unissued preferred stock, $ 1 par value. F-15 Earnings Per Share The following table presents the calculation of basic and diluted earnings per share: Fiscal Year Ended Amounts in millions, except per share amounts February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Basic earnings per share: Net income $ 4,474 $ 3,498 $ 3,283 Weighted average common shares outstanding for basic earnings per share calculation 1,146 1,166 1,200 Basic earnings per share $ 3.90 $ 3.00 $ 2.74 Diluted earnings per share: Net income $ 4,474 $ 3,498 $ 3,283 Weighted average common shares outstanding for basic earnings per share calculation 1,146 1,166 1,200 Assumed exercise/vesting of stock options and awards 13 12 16 Weighted average common shares outstanding for diluted earnings per share calculation 1,159 1,178 1,216 Diluted earnings per share $ 3.86 $ 2.97 $ 2.70 Cash dividends declared per share $ 1.33 $ 1.18 $ 1.04 The weighted average common shares for the diluted earnings per share calculation excludes the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the average price of TJX’s common stock for the related fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 5 million, 6 million, and 5 million such options excluded at the end of fiscal 2024, fiscal 2023 and fiscal 2022, respectively . Note E. Financial Instruments As a result of its operating and financing activities, TJX is exposed to market risks from changes in interest and foreign currency exchange rates and fuel costs. These market risks may adversely affect TJX’s operating results and financial position. TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of derivative financial instruments when and to the extent deemed appropriate. TJX does not use derivative financial instruments for trading or other speculative purposes and does not use any leveraged derivative financial instruments. TJX recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheet and measures those instruments at fair value. The fair values of the derivatives are classified as assets or liabilities, current or non-current, based upon valuation results and settlement dates of the individual contracts. Changes to the fair value of derivative contracts that do not qualify for hedge accounting are reported in earnings in the period of the change. For derivatives that qualify for hedge accounting, changes in the fair value of the derivatives are either recorded in shareholders’ equity as a component of Accumulated other comprehensive (loss) income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged. Gains and losses on derivative instruments are reported in the Consolidated Statements of Cash Flows in operating activities, under Other, net. Diesel Fuel Contracts TJX hedges portions of its estimated notional diesel fuel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing, and the resulting per mile surcharges payable by TJX, by setting a fixed price per gallon for the period being hedged. During fiscal 2024, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2025. 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. 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. F-16 Foreign Currency Contracts TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations in currencies other than their respective functional currencies. The contracts outstanding at 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. Merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. A portion of the inflows of Euros to the central buying entity provides a natural hedge for Euro denominated merchandise purchases from third-party vendors. TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30 days’ duration to mitigate this excess exposure. 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. The changes in fair value of these contracts are recorded in Selling, general and administrative expenses and are offset by marking the underlying item to fair value in the same period. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Selling, general and administrative expenses. The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at February 3, 2024: In millions Pay Receive Blended Contract Rate Balance Sheet Location Current Asset U.S.$ Current (Liability) U.S.$ Net Fair Value in U.S.$ at February 3, 2024 Fair value hedges: Intercompany balances, primarily debt: € 78 £ 67 0.8622 Prepaid Exp / (Accrued Exp) $ 0.1 $ ( 0.1 ) $ 0.0 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 ) £ 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 Economic hedges for which hedge accounting was not elected: Diesel fuel contracts Fixed on 3.0 M - 3.8 M gal per month Float on 3.0 M - 3.8 M gal per month N/A (Accrued Exp) — ( 7.2 ) ( 7.2 ) Intercompany billings in TJX International, primarily merchandise: € 130 £ 112 0.8604 Prepaid Exp 0.9 — 0.9 Merchandise purchase commitments: C$ 668 U.S.$ 495 0.7408 Prepaid Exp / (Accrued Exp) 1.4 ( 3.6 ) ( 2.2 ) 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 ) zł 508 £ 98 0.1930 Prepaid Exp / (Accrued Exp) 0.0 ( 3.1 ) ( 3.1 ) A$ 82 U.S.$ 55 0.6620 Prepaid Exp / (Accrued Exp) 0.8 ( 0.1 ) 0.7 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 ) F-17 The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 28, 2023: In millions Pay Receive Blended Contract Rate Balance Sheet Location Current Asset U.S.$ Current (Liability) U.S.$ Net Fair Value in U.S.$ at January 28, 2023 Fair value hedges: Intercompany balances, primarily debt: € 60 £ 53 0.8807 (Accrued Exp) $ — $ ( 0.3 ) $ ( 0.3 ) A$ 150 U.S.$ 105 0.7003 (Accrued Exp) — ( 2.6 ) ( 2.6 ) U.S.$ 69 £ 55 0.8010 (Accrued Exp) — ( 0.3 ) ( 0.3 ) £ 200 U.S.$ 244 1.2191 (Accrued Exp) — ( 5.5 ) ( 5.5 ) € 200 U.S.$ 213 1.0652 Prepaid Exp / (Accrued Exp) 0.8 ( 7.0 ) ( 6.2 ) Economic hedges for which hedge accounting was not elected: Diesel fuel contracts Fixed on 3.2 M - 3.6 M gal per month Float on 3.2 M - 3.6 M gal per month N/A Prepaid Exp 3.9 — 3.9 Intercompany billings in TJX International, primarily merchandise: € 146 £ 129 0.8834 Prepaid Exp 0.8 — 0.8 Merchandise purchase commitments: C$ 705 U.S.$ 525 0.7449 Prepaid Exp / (Accrued Exp) 2.2 ( 7.1 ) ( 4.9 ) C$ 23 € 16 0.7064 Prepaid Exp / (Accrued Exp) 0.4 ( 0.0 ) 0.4 £ 299 U.S.$ 356 1.1916 Prepaid Exp / (Accrued Exp) 0.1 ( 15.4 ) ( 15.3 ) zł 507 £ 91 0.1788 (Accrued Exp) — ( 3.6 ) ( 3.6 ) A$ 104 U.S.$ 71 0.6819 (Accrued Exp) — ( 3.3 ) ( 3.3 ) U.S.$ 85 € 82 0.9634 Prepaid Exp 4.3 — 4.3 Total fair value of derivative financial instruments $ 12.5 $ ( 45.1 ) $ ( 32.6 ) The impact of derivative financial instruments on the Consolidated Statements of Income is presented below: Location of (Loss) Gain Recognized in Income by Derivative Amount of (Loss) Gain Recognized in Income by Derivative In millions February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Fair value hedges: Intercompany balances, primarily debt Selling, general and administrative expenses $ 20 $ 12 $ 36 Economic hedges for which hedge accounting was not elected: Diesel fuel contracts Cost of sales, including buying and occupancy costs ( 19 ) 55 43 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 (Loss) gain recognized in income $ ( 1 ) $ 129 $ 108 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. F-18 Note F. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date or “exit price”. The inputs used to measure fair value are generally classified into the following hierarchy: Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities Level 2: Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability Level 3: Unobservable inputs for the asset or liability The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 Level 1 Assets: Executive Savings Plan investments $ 405.7 $ 371.6 Level 2 Assets: Foreign currency exchange contracts $ 11.5 $ 8.6 Diesel fuel contracts — 3.9 Liabilities: Foreign currency exchange contracts $ 13.7 $ 45.1 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. Foreign currency exchange contracts and diesel fuel contracts are valued using broker quotations, which include observable market information. TJX does not make adjustments to quotes or prices obtained from brokers or pricing services but does assess the credit risk of counterparties and will adjust final valuations when appropriate. Where independent pricing services provide fair values, TJX obtains an understanding of the methods used in pricing. As such, these instruments are classified within Level 2. The fair value of TJX’s general corporate debt was estimated by obtaining market quotes given the trading levels of other bonds of the same general issuer type and market perceived credit quality. These inputs are considered to be Level 2 inputs. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations. The following table summarizes the carrying value and fair value estimates of our components of long-term debt: Fiscal Year Ended February 3, 2024 January 28, 2023 In millions Carrying Value Fair Value Carrying Value Fair Value Level 2 Current portion of long-term debt $ — $ — $ 500 $ 497 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. TJX’s cash equivalents are stated at cost, which approximates fair value due to the short maturities of these instruments. F-19 Certain assets and liabilities are measured at fair value on a nonrecurring basis, whereas the majority of assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment. For the years ended 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. 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. Note G. Segment Information TJX operates four main business segments. In the United States, the Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and the HomeGoods segment operates HomeGoods and Homesense. 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. 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. HomeGoods and HomeSense/Homesense offer home fashions. The percentages of the Company’s consolidated revenues by major product category for the last three fiscal years are as follows: Fiscal 2024 Fiscal 2023 Fiscal 2022 Apparel: Clothing including footwear 47 % 48 % 47 % Accessories including jewelry and beauty 18 17 15 Home fashions 35 35 38 Total 100 % 100 % 100 % TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines as pre-tax income or loss before general corporate expense, interest (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. This measure of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of TJX’s performance or as a measure of liquidity. F-20 Presented below is financial information with respect to TJX’s business segments: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Net sales: In the United States: Marmaxx $ 33,413 $ 30,545 $ 29,483 HomeGoods 8,990 8,264 8,995 TJX Canada 5,046 4,912 4,343 TJX International 6,768 6,215 5,729 Total net sales $ 54,217 $ 49,936 $ 48,550 Segment profit: In the United States: Marmaxx $ 4,597 $ 3,883 $ 3,813 HomeGoods 861 522 907 TJX Canada 715 690 485 TJX International 332 347 161 Total segment profit $ 6,505 $ 5,442 $ 5,366 General corporate expense 708 582 611 Impairment on equity investment — 218 — Loss on early extinguishment of debt — — 242 Interest (income) expense, net ( 170 ) 6 115 Income before income taxes $ 5,967 $ 4,636 $ 4,398 F-21 Business segment information (continued): Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 Identifiable assets: In the United States: Marmaxx $ 12,993 $ 12,170 $ 11,229 HomeGoods 3,828 3,590 3,461 TJX Canada 2,083 2,003 2,197 TJX International 4,154 4,075 4,281 Corporate (a) 6,689 6,511 7,293 Total identifiable assets $ 29,747 $ 28,349 $ 28,461 Capital expenditures: In the United States: Marmaxx $ 950 $ 822 $ 513 HomeGoods 345 295 244 TJX Canada 157 110 69 TJX International 270 230 219 Total capital expenditures $ 1,722 $ 1,457 $ 1,045 Depreciation and amortization: In the United States: Marmaxx $ 525 $ 480 $ 465 HomeGoods 182 165 149 TJX Canada 76 70 73 TJX International 177 167 174 Corporate (b) 4 5 7 Total depreciation and amortization $ 964 $ 887 $ 868 (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. (b) Includes debt discount accretion and debt expense amortization. Note H. Stock Incentive Plan TJX has a Stock Incentive Plan under which options and other share-based awards may be granted to its directors, officers and key employees. The number of shares authorized for issuance under this plan has been approved by TJX’s shareholders, and all share-based compensation awards are made under this plan. The Stock Incentive Plan, as amended with shareholder approval, has provided for the issuance of up to 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. 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. Stock Options Options for the purchase of common stock are granted with an exercise price that is 100 % of market price on the grant date, generally vest in thirds over a 3-year period starting 1 year after the grant, and have a 10-year maximum term. When options are granted with other vesting terms, the vesting information is reflected in the valuation. F-22 The fair value of options is estimated as of the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Fiscal Year Ended February 3, 2024 January 28, 2023 January 29, 2022 Risk-free interest rate 4.51 % 3.69 % 0.84 % Dividend yield 1.5 % 1.8 % 1.5 % Expected volatility factor 24.1 % 26.0 % 23.8 % Expected option life 5.5 years 5.5 years 5.0 years Weighted average fair value of options issued $ 24.62 $ 16.68 $ 12.85 The risk-free interest rate is for periods within the contractual life of the option based on the U.S. Treasury yield curve in effect at the time of grant. The Company uses historical data to estimate option exercises, employee termination behavior and dividend yield within the valuation model. Expected volatility is based on a combination of implied volatility from traded options on the Company’s stock, and historical volatility during a term approximating the expected life of the option granted. The expected option life represents an estimate of the period of time options are expected to remain outstanding based upon historical exercise trends. Employee groups and option characteristics are considered separately for valuation purposes when applicable. A summary of the status of TJX’s stock options and related weighted average exercise prices (“WAEP”) is presented below: Fiscal Year Ended February 3, 2024 January 28, 2023 January 29, 2022 Shares in millions Options WAEP Options WAEP Options WAEP Outstanding at beginning of year 37 $ 51.88 40 $ 47.11 43 $ 41.79 Granted 5 91.00 6 65.54 5 70.48 Exercised ( 7 ) 43.39 ( 8 ) 38.12 ( 7 ) 32.04 Forfeitures ( 0 ) 68.32 ( 1 ) 63.29 ( 1 ) 57.55 Outstanding at end of year 35 $ 58.65 37 $ 51.88 40 $ 47.11 Options exercisable at end of year 25 $ 50.64 26 $ 45.99 29 $ 40.93 The total intrinsic value of options exercised was $ 278 million in fiscal 2024, $ 294 million in fiscal 2023 and $ 275 million in fiscal 2022. 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: Shares (in millions) Aggregate Intrinsic Value (in millions) Weighted Average Remaining Contract Life WAEP Options outstanding expected to vest (a) 10 $ 189 8.9 years $ 77.76 Options exercisable 25 1,172 4.9 years 50.64 Total outstanding options vested and expected to vest 35 $ 1,361 6.0 years $ 58.16 (a) Reflects 10 million unvested options, net of anticipated forfeitures. Stock Awards TJX grants restricted stock units and performance share units under the Stock Incentive Plan. Restricted stock units and performance share units are collectively referred to as stock awards. These stock awards were granted without a purchase price to the recipient and are subject to vesting conditions. Vesting conditions for performance share units include specified performance criteria, generally for a period of three fiscal years. The grant date fair value of the stock awards is charged to income over the requisite service period during which the recipient must remain employed. The fair value of the stock awards is determined at date of grant in accordance with ASC Topic 718 and, for performance share units, assumes that performance goals will be achieved at target. Performance share units and related compensation costs recognized are adjusted, as applicable, for performance above or below the target specified in the award. F-23 There were no significant modifications to stock awards in fiscal 2024 or fiscal 2023. 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: In thousands except grant date fair value Restricted Stock Units Performance Share Units Total Stock Awards Weighted Average Grant Date Fair Value Nonvested at beginning of year 1,867 761 2,628 $ 61.76 Granted 342 352 694 76.21 Vested ( 849 ) — ( 849 ) 56.82 Forfeited ( 80 ) ( 50 ) ( 130 ) 63.14 Nonvested at end of year 1,280 1,063 2,343 $ 67.76 There were 694 thousand units with a weighted average grant date fair value of $ 76.21 , granted in fiscal 2024, 932 thousand units, with a weighted average grant date fair value of $ 60.46 , granted in fiscal 2023 and 820 thousand units, with a weighted average grant date fair value of $ 65.53 , granted in fiscal 2022. The fair value of awards that vested was $ 48 million in fiscal 2024, $ 55 million in fiscal 2023 and $ 44 million in fiscal 2022. The nonvested performance share units are based on the target level of performance achievement under the awards. The actual payout of performance share units will depend on performance results for the award cycle. Other Awards TJX also awards deferred shares to its outside directors under the Stock Incentive Plan. As of the end of fiscal 2024, a total of 334 thousand of these deferred shares were outstanding under the plan. Note I. Pension Plans and Other Retirement Benefits Pension TJX has a funded defined benefit retirement plan that covers eligible U.S. employees hired prior to February 1, 2006. No employee contributions are required, or permitted, and benefits are based principally on compensation earned in each year of service. TJX’s funded defined benefit retirement plan assets are invested in domestic and international equity and fixed income securities, both directly and through investment funds. The plan does not invest in TJX securities. TJX also has an unfunded supplemental retirement plan that covers certain key employees and provides additional retirement benefits based on final average compensation for certain of those employees (the “primary benefit”) or, alternatively, based on benefits that would be provided under the funded retirement plan absent Internal Revenue Code limitations (the “alternative benefit”). Presented below is financial information relating to TJX’s funded defined benefit pension plan (“qualified pension plan” or “funded plan”) and its unfunded supplemental pension plan (“unfunded plan”) for the fiscal years indicated. The Company has elected the practical expedient pursuant to ASU 2015-4–Compensation-retirement benefits (Topic 715) and has selected the measurement date of January 31, the calendar month end closest to the Company’s fiscal year-end. Funded Plan Fiscal Year Ended Unfunded Plan Fiscal Year Ended In millions February 3, 2024 January 28, 2023 February 3, 2024 January 28, 2023 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 1,343 $ 1,717 $ 109 $ 114 Service cost 33 48 2 2 Interest cost 72 58 6 4 Actuarial losses (gains) ( 37 ) ( 442 ) 0 ( 9 ) Benefits paid ( 111 ) ( 35 ) ( 12 ) ( 2 ) Expenses paid ( 4 ) ( 3 ) — — Plan amendments ( 11 ) — — — Projected benefit obligation at end of year $ 1,285 $ 1,343 $ 105 $ 109 Accumulated benefit obligation at end of year $ 1,187 $ 1,241 $ 92 $ 93 F-24 Funded Plan Fiscal Year Ended Unfunded Plan Fiscal Year Ended In millions February 3, 2024 January 28, 2023 February 3, 2024 January 28, 2023 Change in plan assets: Fair value of plan assets at beginning of year $ 1,475 $ 1,713 $ — $ — Actual return on plan assets 91 ( 200 ) — — Employer contribution 0 0 12 2 Benefits paid ( 111 ) ( 35 ) ( 12 ) ( 2 ) Expenses paid ( 4 ) ( 3 ) — — Fair value of plan assets at end of year $ 1,451 $ 1,475 $ — $ — Reconciliation of funded status: Projected benefit obligation at end of year $ 1,285 $ 1,343 $ 105 $ 109 Fair value of plan assets at end of year 1,451 1,475 — — Funded status – excess (asset) obligation $ ( 166 ) $ ( 132 ) $ 105 $ 109 Net (asset) liability recognized on Consolidated Balance Sheets $ ( 166 ) $ ( 132 ) $ 105 $ 109 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 Amounts included in Accumulated other comprehensive (loss) income $ 67 $ 126 $ 17 $ 19 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. 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. 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. 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: Link model in fiscal 2024 and fiscal 2023. TJX uses the BOND: Link model as this model allows for the selection of specific bonds resulting in better matches in timing of the plans’ expected cash flows. Presented below are weighted average assumptions for measurement purposes for determining the obligation at the year-end measurement date: Funded Plan Fiscal Year Ended Unfunded Plan Fiscal Year Ended February 3, 2024 January 28, 2023 February 3, 2024 January 28, 2023 Discount rate 5.70 % 5.40 % 5.80 % 5.60 % Rate of compensation increase 4.00 % 4.00 % 4.00 % 4.00 % TJX made aggregate cash contributions of $ 12 million in fiscal 2024 and $ 3 million in fiscal 2023 to the funded plan and to fund current benefit and expense payments under the unfunded plan. TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80 % of the applicable pension liability (the Funding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of nonqualified plans under the Internal Revenue Code. The Company does not anticipate any required funding in fiscal 2025 for the funded plan. The Company anticipates making contributions of $ 11 million to provide current benefits coming due under the unfunded plan in fiscal 2025. F-25 The following are the components of net periodic benefit cost and other amounts recognized in Other comprehensive income (loss) related to the Company’s pension plans: Funded Plan Fiscal Year Ended Unfunded Plan Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 February 3, 2024 January 28, 2023 January 29, 2022 Net periodic pension cost: Service cost $ 33 $ 48 $ 49 $ 2 $ 2 $ 2 Interest cost 72 58 52 6 4 3 Expected return on plan assets ( 80 ) ( 89 ) ( 95 ) — — — Amortization of prior service cost 0 0 0 — — — Amortization of net actuarial loss — 18 14 2 4 4 Total expense $ 25 $ 35 $ 20 $ 10 $ 10 $ 9 Other changes in plan assets and benefit obligations recognized in other comprehensive income: Net (gain) loss $ ( 48 ) $ ( 153 ) $ 66 $ 0 $ ( 9 ) $ 0 Prior service cost (credit) ( 11 ) — — — — — Amortization of net (loss) — ( 18 ) ( 14 ) ( 2 ) ( 4 ) ( 4 ) Amortization of prior service cost 0 0 0 — — — Total (gain) loss recognized in other comprehensive income $ ( 59 ) $ ( 171 ) $ 52 $ ( 2 ) $ ( 13 ) $ ( 4 ) Total recognized in net periodic benefit cost and other comprehensive income (loss) $ ( 34 ) $ ( 136 ) $ 72 $ 8 $ ( 3 ) $ 5 Weighted average assumptions for expense purposes: Discount rate 5.40 % 3.40 % 3.20 % 5.60 % 3.30 % 2.80 % Expected rate of return on plan assets 5.50 % 5.25 % 5.75 % N/A N/A N/A Rate of compensation increase 4.00 % 4.00 % 4.00 % 4.00 % 4.00 % 4.00 % TJX develops its long-term rate of return assumption by evaluating input from professional advisors taking into account the asset allocation of the portfolio and long-term asset class return expectations, as well as long-term inflation assumptions. The unrecognized gains and losses in excess of 10 % of the projected benefit obligation are amortized over the average remaining service life of participants. The following is a schedule of the benefits expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter: In millions Funded Plan Expected Benefit Payments Unfunded Plan Expected Benefit Payments Fiscal Year: 2025 $ 85 $ 11 2026 89 46 2027 93 7 2028 96 9 2029 98 10 2030 through 2034 518 43 F-26 The following tables present the fair value hierarchy for pension assets measured at fair value on a recurring basis: Funded Plan at February 3, 2024 In millions Level 1 Level 2 Total Asset category: Short-term investments $ 43 $ — $ 43 Equity Securities 49 — 49 Fixed Income Securities: Corporate and government bond funds — 1,024 1,024 Futures Contracts — ( 4 ) ( 4 ) Total assets in the fair value hierarchy $ 92 $ 1,020 $ 1,112 Assets measured at net asset value (a) — — 339 Fair value of assets $ 92 $ 1,020 $ 1,451 Funded Plan at January 28, 2023 In millions Level 1 Level 2 Total Asset category: Short-term investments $ 9 $ — $ 9 Equity Securities 163 — 163 Fixed Income Securities: Corporate and government bond funds — 882 882 Futures Contracts — ( 4 ) ( 4 ) Total assets in the fair value hierarchy $ 172 $ 878 $ 1,050 Assets measured at net asset value (a) — — 425 Fair value of assets $ 172 $ 878 $ 1,475 (a) In accordance with Subtopic 820-10, certain investments that were measured using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of assets presented above. Pension plan assets are reported at fair value. 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. 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. Certain corporate and government bonds are valued at the closing price reported in the active market in which the bond is traded. Other bonds are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. All bonds are priced by independent pricing sources. Assets measured at net asset value include investments in limited partnerships, which are stated at the fair value of the plan’s partnership interest based on information supplied by the partnerships as compared to financial statements of the limited partnership or other fair value information as determined by management. Cash equivalents or short-term investments are stated at cost which approximates fair value, and the fair value of common/collective trusts is determined based on net asset value as reported by their fund managers. Following is the asset allocation under the qualified pension plan as of the valuation date for the fiscal years presented: February 3, 2024 January 28, 2023 Return-seeking assets 32 % 46 % Liability-hedging assets 65 % 54 % All other – primarily cash 3 % 0 % F-27 Under TJX’s investment policy, qualified pension plan assets are to be invested with the objective of generating investment returns that, in combination with funding contributions, provide adequate assets to meet all current and reasonably anticipated future benefit obligations under the plan. The investment policy includes a dynamic asset allocation strategy, whereby, over time, in connection with improvements in the plan’s funded status, the target allocation of return-seeking assets (generally, equities and other instruments with a similar risk profile) may decline and the target allocation of liability-hedging assets (generally, fixed income and other instruments with a similar risk profile) may increase. Under the investment policy guidelines, the target asset allocation of return-seeking assets and liability-hedging assets was 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. 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. 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 TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for eligible U.S. employees and a similar type of plan for eligible employees in Puerto Rico. Employees may contribute up to 50 % of eligible pay, subject to limitations. 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. TJX may also make additional discretionary non-matching contributions. Certain eligible employees are automatically enrolled in the U.S. Plan and the Puerto Rico savings plan at a 2 % deferral rate, unless the employee elects otherwise. The total cost of TJX contributions to these plans was $ 103 million in fiscal 2024, $ 77 million in fiscal 2023 and $ 83 million in fiscal 2022. TJX also has a nonqualified savings plan (the Executive Savings Plan) for certain U.S. employees. TJX matches employee deferrals at various rates which amounted to $ 9 million in fiscal 2024, $ 6 million in fiscal 2023 and $ 7 million in fiscal 2022. Although the plan is unfunded, in order to help meet its future obligations TJX transfers an amount generally equal to employee deferrals and the related company match to a separate “rabbi” trust. The trust assets, which are invested in a variety of mutual funds, are included in other assets on the balance sheets. In addition to the plans described above, TJX also contributes to retirement/deferred savings programs for eligible Associates at certain of its foreign subsidiaries. The Company contributed $ 32 million for these programs in fiscal 2024, $ 29 million for these programs in fiscal 2023 and $ 26 million in fiscal 2022. Multiemployer Pension Plans TJX contributes to certain multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover union-represented employees. TJX contributed $ 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). 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. The risks of participating in multiemployer pension plans are different from the risks of single-employer pension plans in certain respects, including the following: (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; (c) if TJX ceases to have an obligation to contribute to a multiemployer plan in which the Company had been a contributing employer, or in certain other circumstances, the Company may be required to pay to the plan an amount based on the Company’s allocable share of the underfunded status of the plan, referred to as a withdrawal liability. F-28 Note J. Long-Term Debt and Credit Lines The table below presents long-term debt as of February 3, 2024 and January 28, 2023. All amounts are net of unamortized debt discounts. In millions and net of immaterial unamortized debt discounts February 3, 2024 January 28, 2023 General corporate debt: 2.500 % senior unsecured notes, redeemed May 2023 (effective interest rate of 2.51 % after reduction of unamortized debt discount) $ — $ 500 2.250 % senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32 % after reduction of unamortized debt discount) 998 997 1.150 % senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18 % after reduction of unamortized debt discount) 499 499 3.875 % senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89 % after reduction of unamortized debt discount) 496 496 1.600 % senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61 % after reduction of unamortized debt discount) 500 500 4.500 % senior unsecured notes, maturing April 15, 2050 (effective interest rate of 4.52 % after reduction of unamortized debt discount) 383 383 Total debt 2,876 3,375 Current maturities of long-term debt, net of debt issuance costs — ( 500 ) Debt issuance costs ( 14 ) ( 16 ) Long-term debt $ 2,862 $ 2,859 The aggregate maturities of long-term debt, inclusive of current installments at February 3, 2024 are as follows: In millions Fiscal Year: 2025 $ — 2026 — 2027 1,000 2028 — 2029 500 Later years 1,381 Unamortized debt discount ( 5 ) Debt issuance costs ( 14 ) Less: current maturities of long-term debt — Aggregate maturities of long-term debt $ 2,862 Senior Unsecured Notes During the second quarter of fiscal 2024, the Company repaid its 2.500 % ten-year Notes due May 2023 at maturity. As of February 3, 2024, TJX had outstanding $ 1 billion aggregate principal amount of 2.250 % ten-year Notes due September 2026. TJX entered into a rate-lock agreement to hedge $ 700 million of the 2.250 % notes prior to issuance. 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. F-29 Credit Facilities 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”). 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”). 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. All other material terms and conditions of the 2028 Revolving Credit Facility were unchanged from the 2024 Revolving Credit Facility. Additionally, on May 8, 2023, the Company amended its 2026 Revolving Credit Facility to replace the LIBOR with Adjusted Term SOFR. 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. 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. 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. 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. 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. As of February 3, 2024 and January 28, 2023, the Company’s European business at TJX International had a credit line of £ 5 million. 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. Note K. Income Taxes 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%. Subsequently multiple sets of administrative guidance have been issued. 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. 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. There remains uncertainty as to the final Pillar Two model rules. 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. 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 In millions February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) United States $ 5,077 $ 4,029 $ 3,934 Foreign 890 607 464 Income before income taxes $ 5,967 $ 4,636 $ 4,398 F-30 The provision for income taxes includes the following: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Current: Federal $ 982 $ 656 $ 766 State 344 233 271 Foreign 175 185 122 Deferred: Federal 6 52 ( 32 ) State ( 34 ) 0 ( 26 ) Foreign 20 12 14 Provision for income taxes $ 1,493 $ 1,138 $ 1,115 TJX had net deferred tax assets (liabilities) as follows: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 Deferred tax assets: Net operating loss carryforward $ 137 $ 156 Pension, stock compensation, postretirement and employee benefits 388 326 Operating lease liabilities 2,589 2,500 Accruals and reserves 274 245 Other 17 14 Total gross deferred tax assets $ 3,405 $ 3,241 Valuation allowance ( 63 ) ( 86 ) Total deferred tax asset $ 3,342 $ 3,155 Deferred tax liabilities: Property, plant and equipment $ 701 $ 628 Capitalized inventory 68 61 Operating lease right of use assets 2,492 2,404 Tradename/intangibles 23 21 Undistributed foreign earnings 29 5 Other 5 5 Total deferred tax liabilities $ 3,318 $ 3,124 Net deferred tax asset $ 24 $ 31 Non-current asset $ 172 $ 158 Non-current liability ( 148 ) ( 127 ) Total $ 24 $ 31 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. F-31 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. 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. 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. 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. 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. federal statutory income tax rate and TJX’s worldwide effective income tax rate is reconciled below: Fiscal Year Ended February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % Effective state income tax rate 4.2 4.3 4.6 Impact of foreign operations 0.9 1.1 0.9 Excess share-based compensation ( 0.8 ) ( 1.0 ) ( 1.2 ) Tax credits ( 0.2 ) ( 0.3 ) ( 0.3 ) Nondeductible/nontaxable items 0.1 ( 0.1 ) 0.2 All other ( 0.2 ) ( 0.5 ) 0.2 Worldwide effective income tax rate 25.0 % 24.5 % 25.4 % TJX’s effective income tax rate increased for fiscal 2024 compared to fiscal 2023. 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. 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 In millions February 3, 2024 January 28, 2023 January 29, 2022 Balance, beginning of year $ 266 $ 280 $ 269 Additions for uncertain tax positions taken in current year 6 8 10 Additions for uncertain tax positions taken in prior years — 7 3 Reductions for uncertain tax positions taken in prior years — ( 2 ) — Reductions resulting from lapse of statute of limitations ( 19 ) ( 18 ) ( 2 ) Settlements with tax authorities ( 27 ) ( 9 ) — Balance, end of year $ 226 $ 266 $ 280 Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition. 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. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S. and India, fiscal years through 2010 are no longer subject to examination. In all other jurisdictions, fiscal years through 2011 are no longer subject to examination. F-32 TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The amount of interest and penalties expensed was $ 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. 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. 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. Note L. Leases TJX is committed under long-term leases related to its continuing operations for the rental of real estate and certain service contracts containing embedded leases, all of which are operating leases. Real estate leases represent virtually all of the Company’s store locations as well as some of its distribution and fulfillment centers and office space. 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 . 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. The exercise of both lease renewal and termination options is at the Company’s sole discretion, as opposed to the landlord’s discretion, and is not reasonably certain at lease commencement. The Company has deemed that the expense of store renovations makes the renewal of the next lease option reasonably certain to be exercised after these renovations occur. While the overwhelming majority of leases have fixed payment schedules, some leases have variable lease payments based on market indices adjusted periodically for inflation, or include rental payments based on a percentage of retail sales over contractual levels. In addition, for real estate leases, TJX is generally required to pay insurance, real estate taxes and certain other expenses including common area maintenance based on a proportionate share of premises as compared to the shopping center, and some of these costs are based on a market index, primarily in Canada. For leases with these payments based on a market index, the initial lease payment amount is used in the calculation of the operating lease liability and corresponding operating lease 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. Variable lease cost also includes variable operating expenses for third party service centers and dedicated transportation contracts that are deemed embedded leases. The operating lease ROU assets also includes any lease payments made in advance of the assets’ use and is reduced by lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Supplemental balance sheet information related to leases is as follows: Fiscal Year Ended February 3, 2024 January 28, 2023 Weighted-average remaining lease term 6.6 years 6.5 years Weighted-average discount rate 3.3 % 2.7 % The following table is a summary of the Company’s components of net lease cost for the fiscal years ended: Fiscal Year Ended In millions Classification February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Operating lease cost Cost of sales, including buying and occupancy costs $ 2,015 $ 1,927 $ 1,906 Variable and short term lease cost Cost of sales, including buying and occupancy costs 1,490 1,359 1,386 Total lease cost $ 3,505 $ 3,286 $ 3,292 F-33 Supplemental cash flow information related to leases is as follows: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows paid for operating leases $ 2,030 $ 1,949 $ 2,080 Lease liabilities arising from obtaining right of use assets $ 2,055 $ 2,095 $ 1,658 The following table as of February 3, 2024 summarizes the maturity of lease liabilities under operating leases: In millions Fiscal Year: 2025 $ 2,064 2026 1,931 2027 1,727 2028 1,456 2029 1,151 Later years 2,503 Total lease payments (a) 10,832 Less: imputed interest (b) 1,152 Total lease liabilities (c) $ 9,680 (a) Operating lease payments exclude legally binding minimum lease payments for leases signed but not yet commenced and include options to extend lease terms that are now deemed reasonably certain of being exercised according to the Company’s Lease Accounting Policy. (b) Calculated using the incremental borrowing rate for each lease. (c) Total lease liabilities are broken out on the Consolidated Balance Sheets between Current portion of operating lease liabilities and Long-term operating lease liabilities. Note M. Accrued Expenses and Other Liabilities, Current and Long Term The major components of accrued expenses and other current liabilities are as follows: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 Employee compensation and benefits, current $ 1,399 $ 968 Merchandise credits and gift certificates 773 721 Dividends payable 383 346 Occupancy costs, including rent, utilities and real estate taxes 379 378 Sales tax collections and V.A.T. taxes 291 384 Accrued capital additions 246 199 All other current liabilities 1,399 1,350 Total accrued expenses and other current liabilities $ 4,870 $ 4,346 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. F-34 The major components of other long-term liabilities are as follows: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 Employee compensation and benefits, long-term $ 630 $ 597 Tax reserve, long-term 202 235 Asset retirement obligation 75 66 All other long-term liabilities 17 21 Total other long-term liabilities $ 924 $ 919 Note N. Contingent Obligations, Contingencies, and Commitments Contingent Contractual Obligations TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses related to matters including title to assets sold, specified environmental matters or certain income taxes. These obligations are sometimes limited in time or amount. There are no amounts reflected in the Company’s Consolidated Balance Sheets with respect to these contingent obligations. Legal Contingencies TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of its business. Letters of Credit 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. Note O. Supplemental Cash Flow Information TJX’s cash payments for interest and income taxes and non-cash investing and financing activities are as follows: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 January 29, 2022 (53 weeks) Cash paid for: Interest on debt $ 80 $ 86 $ 139 Income taxes 1,432 1,225 1,119 Non-cash investing and financing activity: Dividends payable $ 37 $ 34 $ ( 3 ) Property additions 47 13 97 F-35