Tjx Companies Inc 10-K for FY2025
Tjx Companies Inc (TJX)
10-K
2025-04-02
For: 2025-02-01
View Original
Added on
April 08, 2026
About this 10-K
Tjx Companies Inc filed this 10-K on April 2, 2025, covering the fiscal year ended February 1, 2025 (FY2025).
Headline figures
Fiscal year ended February 1, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $56.36B
- up 4.0% from $54.22B a year earlier
- Net income
- $4.86B
- up 8.7% from net income of $4.47B a year earlier
- Diluted EPS
- $4.26
- up 10.4% from $3.86 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the fiscal year ended February 1 , 2025
OR
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from _______ to _______
Commission file number 1-4908
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (508 ) 390-1000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting common stock held by non-affiliates of the registrant on August 3, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $128 billion based on the closing sale price as reported on the New York Stock Exchange.
There were 1,117,100,487 shares of the registrant’s common stock, $1.00 par value, outstanding as of March 21, 2025.
DOCUMENTS INCORPORATED BY REFERENCE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K and our 2024 Annual Report to Shareholders contain “forward-looking statements”. These forward-looking statements generally can be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “strive,” “target,” “will,” and “would,” or any variations of these words or other words with similar meanings. These forward-looking statements address various matters that we intend, expect or believe may occur in the future, including, among others, some of the statements in this Form 10-K under Item 1, “Business,” Item 1A, “Risk Factors,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” relating to, among other things: the Company's anticipated operating and financial performance, business plans and prospects, investments, the availability of merchandise, execution of our business model, payment of dividends, plans for future stock repurchases, future use and availability of cash and cash equivalents, expected capital expenditures, trends in demand for our products, the impact of foreign exchange rates, expectations with respect to future store openings, and the impact of fuel resources and supply chain on our inventory flow and financial performance and plans with respect to long-term indebtedness. Each forward-looking statement contained in this Form 10-K and our Annual Report to Shareholders is inherently subject to risks, uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by such statement.
We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. Applicable risks and uncertainties include, among others: execution of buying strategy and inventory management; customer trends and preferences; competition; various marketing efforts; operational and business expansion; management of large size and scale; merchandise sourcing and transport; international trade and tariff policies; data security and maintenance and development of information technology systems; labor costs and workforce challenges; personnel recruitment, training and retention; corporate and retail banner reputation; evolving corporate governance and public disclosure regulations and expectations with respect to environmental, social and governance matters; expanding international operations; fluctuations in quarterly and annual operating results and market expectations; inventory or asset loss; cash flow; mergers, acquisitions, or business investments and divestitures, closings or business consolidations; real estate activities; economic conditions and consumer spending; market instability; severe weather, serious disruptions or catastrophic events; disproportionate impact of disruptions during this fiscal year; commodity availability and pricing; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; and other factors set forth under Item 1A of this Form 10-K, as well as the other information we file with the Securities and Exchange Commission (“SEC”).
We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-K and our 2024 Annual Report to Shareholders. You are encouraged to read any further disclosures we may make in our future reports to the SEC, available at www.sec.gov, on our website, or otherwise.
Our forward-looking statements in this Form 10-K and our 2024 Annual Report to Shareholders speak only as of the dates on which they are made, and we undertake no obligation to update or revise any of these statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
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The TJX Companies, Inc.
TABLE OF CONTENTS
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PART I
ITEM 1. Business
BUSINESS OVERVIEW
The TJX Companies, Inc. (together with its subsidiaries, “TJX,” the “Company,” “we,” or “our”) is the leading off-price apparel and home fashions retailer in the United States and worldwide. We have over 5,000 stores and six branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.
Our mission is to deliver great value to our customers every day. In our stores and online, we offer consumers our value proposition of brand, fashion, price and quality. Our opportunistic buying strategies and flexible business model differentiate us from traditional retailers. We offer a treasure hunt shopping experience and a rapid turn of inventories relative to traditional retailers. Our goal is to create a sense of excitement and urgency for our customers and encourage frequent customer visits. We acquire merchandise in a variety of ways to support that goal. We reach a broad range of customers across income levels with our value proposition on a wide range of items. Our strategies and operations are synergistic across our retail chains. As a result, we are able to leverage our expertise throughout our business, sharing information, best practices, initiatives and new ideas, and to develop talent across our company. Further, we can leverage the substantial buying power of our businesses with our global vendor relationships.
In this report, fiscal 2025 means the 52-week fiscal year ended February 1, 2025; fiscal 2024 means the 53-week fiscal year ended February 3, 2024 and fiscal 2023 means the 52-week fiscal year ended January 28, 2023. Fiscal 2026 means the 52-week fiscal year ending January 31, 2026. Unless otherwise indicated, all store information in this Item 1 is as of February 1, 2025, and references to store square footage are to gross square feet.
Our Businesses
We operate our business in four segments: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX International, including Europe and Australia. In addition to our four segments, we operate the Sierra business. The results of Sierra are included with the Marmaxx segment.
MARMAXX
Our TJ Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of 2,563 stores. We founded TJ Maxx in 1976 and acquired Marshalls in 1995. Both chains sell family apparel (including footwear), accessories (including beauty and jewelry), home fashions (including home basics, decorative accessories and giftware), and other merchandise. We primarily differentiate TJ Maxx and Marshalls through different product assortment, including an expanded assortment of jewelry and accessories and a high-end designer department called The Runway at TJ Maxx and a full line of footwear and a broader men’s offering at Marshalls, as well as varying in-store initiatives. This differentiated shopping experience at TJ Maxx and Marshalls encourages our customers to shop both chains. Marmaxx currently operates two e-commerce sites, tjmaxx.com, launched in 2013, and marshalls.com, launched in 2019.
Sierra, acquired in 2012 and rebranded from Sierra Trading Post in 2018, is a leading off-price retailer of brand name active and outdoor apparel, footwear, and gear (including sporting goods, snow and water sport, camping, fishing) for the whole family, as well as home fashions and pet. Sierra operates 117 retail stores in the U.S. and sierra.com.
HOMEGOODS
Our HomeGoods segment operates HomeGoods and Homesense chains in the U.S. HomeGoods, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its 943 stores, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware, as well as expanded pet and gourmet food departments. In 2017, we launched our Homesense chain in the U.S. Our 72 Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting, rugs, and an entertaining marketplace.
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TJX CANADA
Our TJX Canada segment operates the Winners, HomeSense and Marshalls chains in Canada. Winners, acquired by TJX in 1990, operates 307 stores and is the leading off-price family apparel and home fashions retailer in Canada. HomeSense introduced the off-price home fashions concept to Canada in 2001. This chain operates 160 stores and offers an array of home decor, furniture, and seasonal home merchandise. Marshalls, launched in Canada in 2011, operates 109 stores and offers off-price family apparel, footwear, and home fashions.
TJX INTERNATIONAL
Our TJX International segment operates the TK Maxx and Homesense chains in Europe and the TK Maxx chain in Australia. Launched in 1994, TK Maxx introduced off-price retail to Europe and remains Europe’s largest major brick-and-mortar off-price retailer of apparel and home fashions. With 655 stores in Europe, TK Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands. Through its stores and its e-commerce sites, tkmaxx.com, launched in 2009 and tkmaxx.de and tkmaxx.at, both launched in 2023, TK Maxx offers a merchandise mix similar to TJ Maxx. We brought the off-price home fashions concept to Europe, opening Homesense in the U.K. in 2008 and in Ireland in 2017. Its 75 stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada. We acquired Trade Secret in Australia in 2015 and re-branded it under the TK Maxx name during 2017. The merchandise offering at TK Maxx in Australia's 84 stores is comparable to TJ Maxx.
Flexible Business Model
Our flexible business model, including our opportunistic buying, inventory management, logistics and flexible store layouts, is designed to deliver to our customers a compelling value proposition of fashionable, quality, brand name and designer merchandise at excellent values every day. Our buying and inventory management strategies give us flexibility to adjust our merchandise assortments more frequently than traditional retailers, and the design and operation of our stores and distribution centers support this flexibility. Our buyers have more visibility into consumer, fashion and market trends and pricing when we buy closer to need, which can help us buy better and reduce our markdown exposure. Our selling floor space is flexible, without walls between departments and largely free of permanent fixtures, so we can easily expand and contract departments to accommodate the merchandise we purchase. Our logistics and distribution operations are designed to support our global buying strategies and to facilitate quick, efficient and differentiated delivery of merchandise to our stores, with a goal of delivering the right merchandise to the right stores at the right time.
Opportunistic Buying
As an off-price retailer, our buying practices, which we refer to as opportunistic buying, differentiate us from traditional retailers. Our overall global buying strategy is to acquire merchandise on an ongoing basis that will enable us to offer a desirable and rapidly changing mix of branded, designer and other quality merchandise in our stores at prices below regular prices for comparable merchandise at full-price retailers, including department, specialty, and major online retailers. We seek out and select merchandise from the broad range of opportunities in the market to achieve this end. Our buying organization, which numbers over 1,300 employees (who we refer to as Associates), has buying offices across the globe and executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.
We take advantage of opportunities to acquire merchandise at substantial discounts that regularly arise from the production and flow of inventory in the apparel and home fashions marketplace. These opportunities include, among others, closeouts from brands, manufacturers and other retailers; special production direct from brands and factories; order cancellations and manufacturer overruns. Our global buying strategies are intentionally flexible to allow us to react to frequently changing opportunities and trends in the market and to adjust how and what we source as well as when we source it. Our goal is to operate with lean inventory levels compared to conventional retailers to give us the flexibility to seek out and to take advantage of these opportunities as they arise, close to the time the merchandise is needed in our stores and online and when we have more visibility into fashion trends and price. In contrast to traditional retailers, which tend to order most of their goods far in advance of the time the product appears on the selling floor, our merchants generally remain in the marketplace for goods throughout the year, frequently looking for opportunities to buy merchandise. We buy much of our merchandise for the current or immediately upcoming selling season. We also buy some merchandise that is available in the market with the intention of storing it for sale, typically in future selling seasons. We generally make these purchases, referred to as packaway, in response to opportunities to buy merchandise that we believe has the right combination of brand, fashion, price and quality to supplement the product we expect to be available to purchase later for those future seasons.
We also acquire some merchandise that we offer under in-house brands or brands that are licensed to us. We develop some of this merchandise ourselves, which allows us to supplement the depth of, or fill gaps in, our expected merchandise assortment. Collectively, these represent a small percentage of our product/merchandise mix.
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Manufacturers, retailers and other vendors made up our expansive and changing universe of more than 21,000 vendors across the globe, including thousands of new vendors in fiscal 2025, which provides us substantial and diversified access to merchandise. We have not experienced difficulty in obtaining sufficient quality merchandise for our business in either favorable or difficult retail environments and expect this will continue should we meet or exceed our plans for growth. We believe a number of factors provide us excellent access on an ongoing basis to leading branded merchandise and make us an attractive channel for many vendors in the market. We are typically willing to purchase less-than-full assortments of items, styles and sizes as well as quantities ranging from small to very large; we are able to disperse merchandise across our geographically diverse network of stores and to target specific markets; we pay promptly according to our payment terms; our practice is to not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or performance-based return privileges; and we have an excellent credit rating.
Inventory Management
We offer our customers a rapidly changing selection of merchandise to create a treasure hunt experience in our stores and to encourage frequent customer visits. To achieve this, we seek to turn the inventory in our stores rapidly, regularly offering fresh selections of apparel and home fashions at excellent values. Our specialized inventory planning, purchasing, monitoring and markdown systems, coupled with distribution center storage, processing, handling and shipping systems, enable us to tailor the merchandise in our stores to local preferences and demographics, achieve rapid in-store inventory turnover on a vast array of products and generally sell through most merchandise within the period we planned. We make pricing, markdown and store inventory decisions centrally, using information provided by specialized computer systems designed to move inventory through our stores in a timely and disciplined manner. We invest in our supply chain with the goal of continuing to operate with low inventory levels, to ship more efficiently and quickly, and to more precisely and effectively allocate merchandise to each store.
Pricing
Our mission is to deliver great value to our customers every day. We do this by offering quality, fashionable, brand name and designer merchandise in our stores with retail prices that are generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day. Our practice is to not engage in promotional pricing activity such as sales or coupons. We have generally been able to react to price fluctuations in the wholesale market to maintain our pricing gap relative to prices offered by traditional retailers as well as our merchandise margins through various economic cycles.
Low Cost Operations
We operate with a low cost structure compared to many traditional retailers with a prudent focus on expenses throughout our business. Our advertising is generally focused on promoting our retail banners rather than individual products, which contributes to our advertising budget (as a percentage of sales) remaining low compared to many traditional retailers. We design our stores to provide a pleasant, convenient shopping environment without spending heavily on store fixtures. Additionally, our distribution network is designed to run cost effectively.
Customer Service/Shopping Experience
We strategically renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales. We train our store Associates to provide friendly and helpful customer service and seek to staff our stores to deliver a positive shopping experience. We believe we offer return policies that are customer friendly. We accept a variety of payment methods including cash, credit cards and debit cards. We also offer TJX-branded credit cards in the U.S. through a bank, but do not own the customer receivables.
Distribution
We operate distribution centers encompassing approximately 30 million square feet in six countries. These centers are generally large, and built to suit our specific, off-price business model, with a combination of automated systems and manual processes to manage the variety of merchandise we acquire. We ship substantially all of our merchandise to our stores through a network of distribution centers, fulfillment centers and warehouses as well as shipping centers operated in many cases by third parties.
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Store Growth
Expansion of our business through the addition of new stores continues to be an important part of our global growth strategy. The following table provides store growth information for our divisions for the two most recently completed fiscal years, as well as our estimates of the long-term store growth potential of these divisions in their current geographies:
| Approximate Average Store Size (square feet) | Number of Stores at Year-End | Estimated Store Potential | |||||||||||||||
| Fiscal 2024 | Fiscal 2025 | ||||||||||||||||
| Marmaxx: | |||||||||||||||||
| TJ Maxx | 27,000 | 1,319 | 1,333 | ||||||||||||||
| Marshalls | 28,000 | 1,197 | 1,230 | ||||||||||||||
| Total Marmaxx | 2,516 | 2,563 | 3,000 | ||||||||||||||
| HomeGoods: | |||||||||||||||||
| HomeGoods | 23,000 | 919 | 943 | ||||||||||||||
| Homesense | 27,000 | 55 | 72 | ||||||||||||||
| Total HomeGoods | 974 | 1,015 | 1,800 | ||||||||||||||
| Sierra: | |||||||||||||||||
| Sierra | 21,000 | 95 | 117 | 325 | |||||||||||||
| TJX Canada: | |||||||||||||||||
| Winners | 27,000 | 302 | 307 | ||||||||||||||
| HomeSense | 24,000 | 158 | 160 | ||||||||||||||
| Marshalls | 27,000 | 106 | 109 | ||||||||||||||
| Total TJX Canada | 566 | 576 | 650 | ||||||||||||||
| TJX International: | |||||||||||||||||
| TK Maxx (Europe) | 28,000 | 644 | 655 | ||||||||||||||
| Homesense (Europe) | 19,000 | 79 | 75 | ||||||||||||||
| TK Maxx (Australia) | 21,000 | 80 | 84 | ||||||||||||||
| Total TJX International | 803 | 814 | 1,225 | (a) | |||||||||||||
TJX Total | 4,954 | 5,085 | 7,000 | ||||||||||||||
(a)Reflects store growth potential for TK Maxx in current geographies and the expansion into Spain and for Homesense in the United Kingdom and Ireland.
Some of our home fashion stores are co-located with one of our apparel stores in a combo or superstore format. We count each of the stores in the combo or superstore format as a separate store.
Competition
The retail apparel and home fashion business is highly competitive. We compete on numerous factors including brand, fashion, price, quality, selection and freshness; in-store and online shopping experience and service; reputation and store location. We compete with local, regional, national and international department, specialty, off-price, discount, warehouse and outlet stores as well as other retailers that sell apparel, home fashions and other merchandise that we sell, whether in stores, online, or through other media or channels.
Human Capital
As of February 1, 2025, we had approximately 364,000 Associates, many of whom worked less than 40 hours per week. Approximately 86% of these Associates worked in our retail stores. We hire thousands of temporary employees each year, particularly during the peak back-to-school and holiday seasons. We offer positions at a variety of levels in our stores, distribution and fulfillment centers, and offices, as well as many opportunities for Associates to grow and advance. Many Associates in our distribution centers in the United States and Canada are covered by collective bargaining agreements and other Associates are members of works councils in Europe. Our large, global workforce supports the execution of our flexible business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of merchandise in over 5,000 retail stores in nine countries and across six e-commerce sites. We believe our Associates are key to our business success.
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Workplace and Culture
We work to foster a strong, supportive, and inclusive culture so that Associates at TJX feel welcome in the Company, valued for their contributions, and engaged with our business mission. We use defined cultural factors and leadership competencies throughout our global business to express our organizational values, such as inclusion, personal integrity, relationship-building and collaboration, and respect for our business model, and to promote consistency in leadership development, including through our Leadership Development Toolkit. We believe our policies and practices, including our open-door philosophy, encourage open and honest communication and Associate engagement with the business.
Inclusion and Diversity (“I&D”)
As a global company appealing to a broad customer demographic and with hundreds of thousands of Associates in several geographies, we recognize the importance of diversity to our Company’s culture. Our global workforce reflects a diversity of races, ethnicities, sexual orientations, gender identities, abilities, religions, with a broad range of backgrounds and experience. We are committed to continuing to build and support an inclusive and diverse workplace. Our global strategies include increasing the representation of diverse talent through our talent pipeline; providing leaders with tools to support difference with awareness, fairness, sensitivity, and transparency; and integrating inclusive behaviors, language and practices throughout the business. Over the past several years, with the benefit of information gathered from Associates through our Global Inclusion Surveys, our teams globally have developed and launched many new programs, including recruitment strategies, training and education, Associate-led I&D advisory boards, and additional Associate Resource Groups.
Training and Career Development
Our culture prioritizes Associate development and advancement within our organization and we have many Associates in managerial positions who have been with the Company for more than 10 years. We are highly focused on teaching and mentoring to support the career growth and success of our Associates, and we believe these efforts have promoted retention, stability, and increased expertise in our workforce. Training happens broadly throughout the organization, from informal mentoring and direct training to a range of career and leadership development programs, such as our TJX University for merchandising Associates.
Compensation and Rewards
Our compensation programs are designed to pay our Associates competitively in the market and equitably, based on their skills, qualifications, role and abilities. Our approach to compensation across the organization reflects our global total rewards principles, which include sharing in the success of the Company, encouraging teamwork and collaboration across our global workforce, and being fair and equitable. For fiscal 2025, we continued our One TJX approach to annual incentive compensation, with all eligible Associates measured against global TJX performance goals.
Trademarks
We have the right to use our principal trademarks and service marks, which are TJ Maxx, Marshalls, HomeGoods, Winners, Homesense/HomeSense, TK Maxx and Sierra, in relevant countries. We expect our rights in these trademarks and service marks to endure in locations where we use them for as long as we continue to do so.
Seasonality
Our business is subject to seasonal influences. In the second half of the year, which includes the back-to-school and year-end holiday seasons, we generally realize higher levels of sales and income.
SEC Filings and Certifications
Copies of our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q and current reports on Form 8-K filed with or furnished to the SEC, and any amendments to those documents, are available free of charge on our website, tjx.com, under “SEC Filings,” as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. They are also available free of charge from TJX Global Communications, 770 Cochituate Road, Framingham, Massachusetts 01701. The SEC maintains a website containing all reports, proxies, information statements, and all other information (www.sec.gov).
Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this Form 10-K.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following are the executive officers of TJX as of April 2, 2025:
| Name | Age | Office and Business Experience | ||||||
| Peter Benjamin | 62 | Senior Executive Vice President, Group President since February 2025. President, Marmaxx from 2023 to February 2025. Executive Vice President, Chief Merchandising Officer, Marmaxx, from 2015 through 2022. Executive Vice President, Chief Operating Officer, Marmaxx, 2012 to 2015. Executive Vice President, Planning and Allocation, Marmaxx 2011 to 2012. Senior Vice President, Planning and Allocation, Marmaxx, 2004 to 2011. Various merchandising positions with TJX from 1990 to 2004. | ||||||
| Kenneth Canestrari | 63 | Senior Executive Vice President, Group President since September 2014. President, HomeGoods from 2012 to September 2014. Executive Vice President, Chief Operating Officer, HomeGoods from 2008 until 2012. Various financial positions with TJX from 1988 to 2008. | ||||||
| Ernie Herrman | 64 | Chief Executive Officer since January 2016. Director since October 2015. President since January 2011. Senior Executive Vice President, Group President from 2008 to 2011. President, Marmaxx from 2005 to 2008. Senior Executive Vice President, Chief Operating Officer, Marmaxx from 2004 to 2005. Executive Vice President, Merchandising, Marmaxx from 2001 to 2004. Various merchandising positions with TJX since joining in 1989. | ||||||
| John Klinger | 60 | Senior Executive Vice President and Chief Financial Officer since February 2024. Executive Vice President and Chief Financial Officer from January 2023 to February 2024. Executive Vice President, Corporate Controller from 2019 to January 2023. Senior Vice President, Corporate Controller from 2014 to 2019. Senior Vice President, Divisional Chief Financial Officer, TJX Europe from 2011 to 2014. Vice President, Corporate Finance from 2011 to 2011. Various financial positions with TJX since joining in 2000. | ||||||
| Carol Meyrowitz | 71 | Executive Chairman of the Board since January 2016. Chairman of the Board from June 2015 to January 2016. Chief Executive Officer from January 2007 to January 2016. Director since 2006 and President from October 2005 to January 2011. Consultant to TJX from January 2005 to October 2005. Senior Executive Vice President from March 2004 to January 2005. President, Marmaxx from 2001 to 2005 and Executive Vice President of TJX from 2001 to 2004. Various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX, from 1983 to 2001. | ||||||
| Douglas Mizzi | 65 | Senior Executive Vice President, Group President since February 2018. President, TJX Canada from October 2011 to February 2018. Managing Director TK Maxx, UK from April 2010 to October 2011. Executive Vice President, Chief Operating Officer, WMI from February 2006 to April 2010. Various store operations positions with TJX from 1988 to 2006. | ||||||
The executive officers hold office until the next annual meeting of the Board in June 2025 and until their successors are elected and qualified.
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ITEM 1A. Risk Factors
The statements in this section describe the major risks to our business and should be considered carefully, in connection with all the other information set forth in this annual report on Form 10-K. The risks listed below are those that we think, individually or in the aggregate, are potentially material to our business and could cause our actual results to differ materially from those stated or implied in forward-looking statements. There may be additional risks that we are not aware of or that we currently believe are immaterial, and factors besides the ones discussed below, that could adversely affect our business.
OPERATIONAL AND STRATEGIC RISKS
Failure to execute our opportunistic buying strategy and successfully manage our inventory could adversely affect our results.
Key elements of our off-price business strategy, including opportunistic buying, operating with relatively lean inventory levels and frequent inventory turns, subject us to risks. Our customer transactions and our sales, margins and other financial results could be adversely affected if we do not obtain and allocate the right merchandise at the right times, in the right quantities, at the right prices, in the right mix and into the right stores.
Our opportunistic buying strategy places considerable discretion with our merchants. They typically buy throughout the year, with much of our merchandise purchased for the current or immediately upcoming season. Our merchants are expected to react effectively to rapidly changing opportunities and trends in the market, to assess the desirability and value of merchandise and to generally make determinations of what and how we source, as well as when and from where we source it.
If they do not make assessments accurately or otherwise cannot execute our strategy in an effective or timely way, our customer transactions and our sales, margins and other financial results could be adversely affected. If our merchandise is not generally purchased at prices sufficiently below prices paid by conventional retailers, we may not be able to maintain our desired value gap at various times or in some segments, banners, product categories or geographies, which could also affect our sales, margins and other financial results.
In addition, to respond to customer demand and effectively manage pricing and markdowns, we need to allocate and deliver merchandise to our stores appropriately, maintain an appropriate mix and level of inventory in each store and be flexible in our allocation of floor space at our stores across product categories. We also base our inventory purchases, in part, on our sales forecasts. If our sales forecasts fail to predict customer demand with sufficient accuracy, or we do not allocate and deliver merchandise to stores, maintain inventory mix and levels, or maintain flexibility in our allocation of floor space across product categories effectively, we may have higher inventory levels than we planned and may need to take markdowns on excess or slow-moving inventory, or we may have insufficient inventory to meet customer demand, either of which could impact sales in a way that could adversely affect our financial performance.
In addition to the above factors, a variety of external factors have impacted, and may continue to impact, execution of our opportunistic buying strategy and inventory management. In the past, our ability to allocate, deliver and maintain our preferred mix and level of inventory has been impacted by temporary store closures, inflationary pressures, global supply chain disruptions and other challenges as a result of external events.
Failure to identify consumer trends and preferences, or to otherwise meet customer demand or expectations, in new or existing markets or channels could negatively impact our performance.
As our success depends on our ability to meet customer demand and expectations, we seek to identify consumer trends and preferences on an ongoing basis and to offer inventory and shopping experiences that meet those trends and preferences. However, we may not do so effectively and/or in a timely manner across our diverse merchandise categories and in each of the many markets in which we do business. Trends and preferences in markets may differ from what we anticipate and could change rapidly. Although our business model allows us greater flexibility to meet consumer product preferences and trends than many traditional retailers (for example, by expanding and contracting merchandise categories in response to consumers’ changing tastes), we may not successfully do so, which could impact inventory turns, customer transactions and sales, and may have a negative impact on our ability to attract new customers, retain existing customers and/or encourage frequent customer visits and/or cross-shopping of our multiple retail banners, any of which could adversely affect our results.
Customers also may have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels (including digital/social media platforms). These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors. For example, changes to our store layout or security protocols may impact the shopping experience and customer transactions. Similarly, platforms that help consumers engage with our brands may change in meaningful ways, negatively impacting the consumer experience and reducing or eliminating benefits to us from that channel. Meeting customers’ expectations effectively generally involves identifying the right opportunities, balancing them with potential risks and making the right investments at the right time, on the right scale and with the right speed, among other things, and failure to do so effectively may impact our business and financial results.
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We operate in highly competitive markets, and we may not be able to compete effectively.
The retail apparel and home fashion businesses are highly competitive. We compete on the basis of various factors affecting value (which we define as the combination of brand, fashion, price and quality). We also compete on merchandise selection and freshness; banner name recognition and appeal; both in-store and online service and shopping experience; convenience and store location. We compete with local, regional, national and international retailers that sell apparel, home fashions and other merchandise that we may carry, including retailers that operate through stores, e-commerce and/or other media, as well as omnichannel retailers. Some of our competitors are larger than we are or have more experience selling certain product lines or through certain channels than we do. Competitors may increase their presence in markets in which we operate, consolidate with other retailers, expand their merchandise offerings, expand their e-commerce capabilities, add new sales channels, change their pricing strategies and/or adopt new processes or technologies that may allow them to compete more effectively. We could be at a competitive disadvantage if, over time, our competitors are more effective than we are in their use and integration of rapidly evolving technologies, including artificial intelligence or other emerging technologies. In addition, new competitors frequently enter the market. More generally, consumer e-commerce spending may continue to increase, as it has in recent years, while our business is primarily in brick-and-mortar stores. If we fail to compete effectively, our sales and results of operations could be adversely affected.
If we fail to successfully implement our marketing efforts, if our marketing efforts are not successful in driving expected increases in sales or if our competitors’ marketing programs are more effective than ours, our revenue or results of operations may be adversely affected.
Customer transactions and demand for our merchandise may be influenced by our marketing efforts. Although we use various marketing channels (including, among others, linear television, streaming video, audio, outdoor, digital/social media and mobile) to drive customer awareness of and interest in shopping our retail banners and to increase sales, some of our competitors may spend more for their marketing programs or use different approaches than we do, which may provide them with a competitive advantage. Our competitors’ marketing programs may also resonate with consumers more than ours do. We may not be able to develop or implement strategies effectively in rapidly evolving digital/social media channels, which may adversely impact some of our banners, segments, or overall business. We also may face challenges appropriately managing consistent strategies for our different banners across geographies. Further, partnerships with celebrities, social media content creators, influencers or other individuals who are viewed as representing our banners may expose us to reputational or other risks. If our marketing efforts are not as successful or cost effective as anticipated, our revenue and results of operations could be adversely affected.
Failure to continue to expand our business successfully could adversely affect our financial results.
Our growth strategy includes successfully expanding our business within our current markets and/or into new geographic regions, appropriately calibrating product lines and channels (including within our e-commerce sites) and, as appropriate, adding new businesses, whether by development, investment, or acquisition. If any aspect of our expansion strategy does not achieve the success we expect, in whole or in part, we may fail to meet our financial performance expectations generally or within certain markets or divisions, and we may be required to increase or decrease investments or slow our planned growth. For our store growth, even if a particular market has high commercial vacancies, if we are not able to find and lease appropriate real estate on attractive terms in the locations where we seek to open stores, or if new stores do not perform as well as we anticipated, we may need to change our planned growth in those markets. We have closed stores and operations and have divested from and disposed of businesses in the past, including for performance-related reasons, and we may be required to do so again in the future.
Growth can also add complexity to our business operations by requiring effective and timely information sharing; significant additional attention from our management and other functions across our business, including compliance and risk management; development of new capabilities, processes and controls; increased staffing and Associate training and/or retention and management of appropriate third-party providers, including training or coordinating with those operating businesses in which we are invested or with which we share certain responsibilities. These requirements may increase with further growth, particularly if we expand into additional countries. If we are unable to manage our growth effectively, our business may be adversely affected or we may need to reduce the rate of expansion or otherwise curtail growth, which may adversely affect our sales, business plans and results.
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Failure to effectively manage the large size and scale of our operations may adversely affect our financial results.
The substantial size of our business can make it challenging to run our complex operations effectively and to manage suitable internal resources and third-party providers with appropriate oversight, including, for example, for teams managing administration, information technology systems, merchandising, sourcing, marketing, store operations, distribution, logistics and compliance. The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe and Australia and the autonomy afforded to the banners in some aspects of the business also increase the risk that our systems, controls, practices and policies may not be implemented effectively or consistently throughout our company, or that information may not be appropriately shared across our operations. The size and scale of our business also creates challenges in human resources administration and effectively managing, training, retaining and engaging a large, disparate workforce, including those with a remote or hybrid work arrangement. These challenges may increase if a portion of our workforce is unable to work on site or is temporarily furloughed, as has occurred in the past. If we are unable to manage our size and scale effectively, our results of operations may be adversely affected.
We source our merchandise globally, which subjects us to risks, including when moving merchandise internationally.
We are subject to various risks of sourcing merchandise, particularly from other countries, including risks related to moving merchandise internationally. Many of the products sold in our stores are sourced in locations (particularly in China, India and southeastern Asia) other than the location in which they will be sold. Where we are the importer of record, we may be subject to regulatory or other requirements, including those similar to requirements imposed upon the manufacturer of such products. Risks related to sourcing merchandise include:
–potential disruptions in manufacturing and supply;
–transport availability, capacity and costs;
–tariffs, duties, border adjustment taxes, trade restrictions, sanctions, quotas and voluntary export restrictions on imported merchandise;
–changes to international trade agreements or to trade agreement enforcement practices;
–compliance with laws and regulations including labor, environmental, supply chain, international trade and other laws in relevant countries and those concerning ethical business practices;
–problems with third-party distribution and warehousing, logistics, transportation and other supply chain interruptions;
–information technology challenges;
–strikes, threats of strikes and other events affecting delivery;
–consumer perceptions of the safety or quality of imported merchandise;
–compliance with product laws and regulations of the destination country;
–product liability claims from customers or investigations, enforcement or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliant or alleged to be harmful;
–pandemics and epidemics (such as the COVID-19 pandemic) affecting sourcing, including manufacturing, buying or delivery;
–intellectual property enforcement and infringement issues;
–concerns about environmental impact where merchandise is produced or materials are sourced, including relating to greenhouse gas emissions, waste, water usage, deforestation, biodiversity and the impact of these activities on human health and local communities;
–concerns about human rights, working conditions and other labor rights and conditions in countries where merchandise is produced or materials are sourced;
–currency exchange rates and financial or economic instability (including potential financial instability related to banking institutions); and
–political, military or other disruptions in regions and/or countries from, to or through which merchandise is imported, including in Ukraine and Russia, the Middle East and the Red Sea and surrounding waterways.
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Further, we are, and expect we will continue to be, subject to an increasing number of regulations that require us to report, develop new policies and procedures for, and, in certain cases, work to mitigate, certain supply chain risks related to sourcing merchandise internationally. As with other regulations, these may result in increased operating costs and affect where, what and how we source and how we allocate what we buy. These and other factors relating to sourcing, international trade and imported merchandise could affect the availability and the price of our inventory and our operating costs. Furthermore, although we have implemented policies and procedures designed to facilitate compliance with laws and regulations relating to production of merchandise, international operations and importing merchandise, our Associates and our contractors, agents, vendors or other third parties with whom we do business or to whom we outsource or coordinate business operations, including retail operations, may nevertheless violate such laws and regulations or our policies, which could subject us to liability and could adversely affect our reputation, operations or operating results.
Compromises of our cybersecurity, disruptions in our information technology systems, or failure to satisfy the information technology needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation.
Our business depends on our information technology (“IT”) systems, which collect and process information of customers, Associates and other persons, as well as information of our business and of our suppliers, service providers and other third parties. We rely heavily on IT systems, including those operated and maintained by our suppliers, service providers and other third parties, to manage key aspects of our business, including planning; purchasing; sales, including point-of-sale processing and e-commerce; supply chain management; inventory management; human resources; financial management; communications; information security and legal and regulatory compliance. Our ongoing operations and successful growth are dependent on these systems and require us to accurately anticipate our current and future IT needs. This includes successfully developing, implementing and maintaining appropriate systems; adopting new technologies (including artificial intelligence or other emerging technologies) appropriately and in a timely manner; and maintaining effective disaster recovery plans for such systems. Our ongoing operations and successful growth are dependent on our doing these things effectively. We also are dependent on the ongoing integrity, security and consistent operation of these systems, including related back-up systems.
As is common in the retail industry, our IT systems, as well as those of our suppliers, service providers and other third parties whose information technology systems we utilize directly or indirectly, are targeted by attempts to access or obtain personal or other sensitive information, attempts at monetary theft and attempts to disrupt business. These attempts include use of malware, ransomware, phishing, vishing, deepfakes, social engineering, denial-of-service attacks, exploitation of system vulnerabilities or misconfigurations, Associate or third-party service provider malfeasance, digital and physical payment card skimmers, account takeovers and other forms of cyber-attacks. These attempts continue to increase in sophistication (including through the use of artificial intelligence), heightening the risk of compromise or disruption. While some of these attempts have resulted in cybersecurity incidents, the unauthorized intrusion into our network discovered late in 2006 is the only such cybersecurity incident to date that has been material to the results of our operations. Our IT systems and those of our suppliers, service providers and other third parties also may be damaged or disrupted, or personal or sensitive information compromised, from a number of other causes, including power outages, system failures, catastrophic events, or Associate or third-party error. Such damage, disruption or compromise could materially impair our ability to operate our business or otherwise result in material impacts on our operating results.
Changes in the business landscape and the increase of remote working by our Associates, service providers and other third parties have the potential to increase the likelihood of system damage or disruption and increase the risk of a cybersecurity compromise. Additionally, there continues to be a heightened risk of cybersecurity incidents as a result of geopolitical events outside of our control. These factors have led to the need for additional mitigation strategies and investments across our IT Security workforce, technologies and processes.
In addition, the global regulatory environment surrounding information security and privacy is increasingly demanding, and cybersecurity compromises and disruptions in our IT systems could result in regulatory enforcement actions, class actions, contract liability or other forms of material legal liability. Any successful compromise or disruption of our IT systems, or other compromise of the information that we collect or is collected on our behalf from our customers, Associates or other persons, could result in material reputational harm and impact our customers’ willingness to shop in our stores or online, and could affect our suppliers’, service providers’, or other third parties’ willingness to do business with us.
We maintain policies, procedures and controls designed to reduce the risks of cybersecurity compromises and IT failures or disruptions, but these controls vary in maturity across the business and may fail to operate as intended or be circumvented by bad actors. Additionally, the logging policies, procedures and controls that we have implemented to facilitate the investigation of potential cybersecurity compromises or disruptions may be insufficient to fully investigate all such events. These policies, procedures and controls also require costly and ongoing investment in technologies, hiring, training and compliance.
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There is also a risk of material business disruption, liability and reputational damage associated with ongoing actions intended to update, enhance, modify or replace our systems and infrastructure, including from not accurately capturing and maintaining data, not efficiently testing and implementing changes, not realizing the expected benefit of the change, not effectively managing the potential disruption of the actions and diversion of internal teams’ attention as the changes are implemented.
Our results and profitability could be adversely affected by increased labor costs, including wage, pension, health and other costs or other challenges from our large workforce.
Our Associates are key to supporting our business and operations effectively, and we expect that our operating expenses will continue to reflect increased labor costs. We have a large and disparate workforce, and our ability to meet our labor needs and manage labor costs is subject to various external factors such as minimum wage laws and benefits requirements; market pressures, including prevailing wage rates and benefit levels, unemployment levels and competition for labor from other industries; economic conditions, including inflation; changing demographics and workforce trends, including with respect to unionization and collective bargaining; costs associated with workplace health and safety; interest rate changes; actuarial assumptions and methods; the costs of providing and managing retirement, health and other employee benefits, including health and insurance costs and a dynamic regulatory and policy environment, including with respect to health care, immigration, labor, employment, pension and other employee benefits and taxes. Any of these factors could increase, and in the past have increased, our labor costs. These factors could also increase the labor or other costs of our service providers, which could be passed on to us. Conversely, failing to offer competitive wages or benefits, or to manage our workforce effectively, could adversely affect our ability to attract or retain appropriate talent sufficient to meet the needs of our business, causing our customer service to suffer, potentially impacting consumers’ desire to shop our stores, among other things, and causing our financial performance to suffer.
Additionally, many Associates in our distribution centers in the United States and Canada are members of unions, and other Associates are members of works councils in Europe. We are subject to the risk of labor actions or disruptions of various kinds, including work stoppages and decreased flexibility as a result of labor law limitations. We are subject to risks and potential material expenses associated with multiemployer plans, including from pension plan underfunding, benefit cuts, increased contribution or funding requirements, changes in plan terms, withdrawal liability, increased premium costs, conditions imposed under any governmental assistance programs or the insolvency of other participating employers or governmental insurance programs. Other portions of our workforce, including, for example, Associates who work in our U.S. stores, which makes up the largest portion of our workforce, may become unionized, which may subject us to additional requirements, expectations, actions or expense.
Failure to employ qualified Associates in appropriate numbers and to retain key Associates and management could adversely affect our performance.
We need to employ a large number of capable, engaged Associates for our stores and distribution centers and for other areas of our business. We must constantly recruit new Associates to fill entry level and part-time positions, which have high rates of turnover, and at certain times must hire sufficient numbers of seasonal talent. The availability and skill of Associates may differ across markets in which we do business and in new markets we enter, and we may be unable to meet or manage our labor needs effectively. In addition, we have faced and may continue to face additional challenges in recruiting or retaining sufficient talent due to shifts in the labor market, wage pressures and competition, flexible scheduling needs and health and safety concerns, among other factors. We have faced and may continue to face challenges in engaging, overseeing and training Associates with remote or hybrid work arrangements. We also have faced and may continue to face potential challenges relating to Associates’ willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of economic pressures, health and safety concerns or otherwise.
Our performance also depends on recruiting, hiring, developing, training and retaining talented Associates in key areas such as buying, information technology functions, and other corporate areas. Similar to other retailers, we face challenges in securing and retaining sufficient talent in management and other key areas for many reasons, including competition for talent in the retail industry, from other industries and in various geographic markets. In addition, because of the distinctive nature of our off-price model, we must provide significant internal training and development, in-person or remotely, and successfully manage transitions for key Associate roles across the Company, including within our buying organization. Failure to effectively attract qualified individuals, train them on our business model, support their development, engage them in our business, and retain them in sufficient numbers and at appropriate levels of the organization, and implement appropriate succession plans could disrupt our operations, impair our ability to execute our business model, limit our growth, and negatively impact our business and financial results.
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Damage to our corporate reputation or any of our retail banners’ reputation could adversely affect our sales and operating results.
Our customer relationships and our reputation are based, in part, on perceptions of subjective qualities. Incidents that erode trust or confidence in our company could adversely affect our reputation and thereby impact our business, particularly if the incidents result in rapid or significant adverse publicity, protest, litigation, boycotts, governmental inquiry or other stakeholder response. This could include incidents that involve the company; our policies and practices; our retail banners; our executives and other Associates; our board of directors; senior leadership transitions, including those involving our Chief Executive Officer or other key executives; how we source merchandise; our third-party providers, including those providing retail operations on our behalf; our vendors and others within our supply chain; the merchandise and brands that we sell, including our licensed or owned brands; our investments; the regions where we have operations or investments; our partners; celebrities, content creators, social media influencers, or other individuals viewed as representing us or our banners that may draw attention to our retail banners; product recalls; inquiries or other communications from governmental agencies about our business or practices; and our industry more generally. Information on such incidents that is publicized through traditional or digital/social media platforms and other forums that facilitate rapid, broad communications to an audience of consumers and other interested persons, may adversely affect our reputation and brand, even if the information is inaccurate, incomplete, or unverified. Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to sensitive or polarizing topics, crises, political matters, or on issues related to corporate responsibility or environmental, social and governance (“ESG”) matters, and any perceived lack of transparency about such matters, could harm our reputation.
This kind of reputational damage could occur locally or globally and could impact our company or our individual retail banners. Damage to the reputation of our company and our banners could, among other things, result in declines in stock price; declines in customer loyalty and sales; affect our vendor relationships and/or business development opportunities; limit our ability to attract and retain appropriate talent sufficient to meet the needs of our business; result in demonstrations, protests, or other altercations at our stores; divert the attention and resources of management, including to respond to inquiries or additional regulatory scrutiny; and otherwise adversely affect our financial results.
Our business is subject to changing corporate compliance, governance and public disclosure regulations and expectations, including with respect to matters relating to environmental sustainability, human capital management, social compliance and governance. Failure to meet such expectations or comply with regulations could materially impact our operating results or materially harm our reputation.
Various stakeholders, including certain advocacy groups, investors, customers, governmental officials and Associates, have increasingly focused on social impact, environmental sustainability, human capital management, human rights and other related matters in a variety of ways that are not necessarily consistent. From time to time, we have announced certain initiatives related to our corporate responsibility efforts, which we have focused under four pillars: workplace, environmental sustainability, communities and responsible sourcing, which includes social compliance. These initiatives may be considered to be overreaching by some stakeholders and inadequate by other stakeholders. We could fail or be perceived to fail or fall short in our pursuit of such initiatives, in going too far in pursuing priorities perceived as outside of our business mission, or in accurately and comprehensively reporting our progress on such initiatives and any related goals and commitments. If our practices or disclosures in these areas do not meet investor or other stakeholder expectations and standards, including related to climate change, environmental sustainability, human capital management, inclusion and diversity, supply chain management and human rights, or do not meet related regulations and expectations for transparency, our reputation may be impacted negatively, and we may be subject to litigation risk, regulatory enforcement and/or other governmental action, which could materially impact our operating results. In addition, we could be criticized for the scope of our programs, initiatives or goals, which some may consider too wide and others may perceive as too narrow, or perceived as not acting responsibly in connection with these matters or otherwise, and that evaluation may be based on factors unrelated to the impact of these matters on our business, financial or otherwise. Our failure, or perceived failure, with these programs or initiatives or more generally to manage reputational threats and meet shifting and, in certain cases, inconsistent, stakeholder expectations or consumer preferences could negatively impact our brand, image, reputation, credibility, Associate retention and the willingness of our customers and suppliers to do business with us.
Further expansion of our international operations could expose us to risks inherent in operating in new countries.
We have a significant retail presence in several countries in Europe and in Canada and Australia. We also operate buying and other offices around the world and have made recent investments in certain geographies, including our entry into a joint venture in Mexico and our other minority equity investment in the Middle East. We generally look for opportunities to continue to expand our operations globally. It can be costly and complex to establish, develop and maintain international operations, to identify appropriate store locations and to promote business in new international jurisdictions, which may differ significantly from other countries in which we currently operate.
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As with our current operations, risks are inherent in opening and developing operations in, or making investments in, new countries, including those related to compliance under the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Additional risks include, among others, understanding the local retail climate and trends, local customs and cultures, seasonal differences, business practices and competitive conditions; complying with relevant laws, rules and regulations; developing an appropriate infrastructure; identifying suitable partners for local operations and for integration with our global operations and effectively communicating and implementing company policies and practices in new, possibly remote, jurisdictions. Financial, regulatory and other risks are also associated with international operations, including currency exchange fluctuations; potentially adverse tax consequences; limitations on the repatriation and investment of funds outside of the country where earned; trade regulations; other compliance requirements; the risk of policy or regulatory changes, including those that could affect sourcing and allocation and/or add significant compliance and disclosure costs; the risk of political, economic and civil instability and labor unrest; and uncertainties regarding interpretation, application and enforceability of laws and agreements. Any of these risks could adversely impact our operations, profitability or liquidity.
Failure to meet market expectations for our financial performance could adversely affect the market price and volatility of our stock.
Our operating results have fluctuated from quarter to quarter, sometimes significantly, at points in the past and may do so again in the future. If we fail to increase our results over prior periods, to achieve our projected results or to meet the expectations of securities analysts or investors, our stock price may decline (as it has at times in the past), and the decrease in the stock price may be disproportionate to the shortfall in our financial performance. Results may be affected by various factors, including those described in these risk factors. In addition, we maintain a forecasting process that seeks to plan sales and align expenses. However, if we do not control costs or appropriately adjust costs to actual results, or if actual results differ significantly from our forecast, our financial performance could be adversely affected. In addition, if we suspend our buyback program, which we have done in the past, or if we have an active buyback program and are repurchasing shares but do not repurchase the number of shares we contemplated pursuant to our financial plans at the rate or in the timing we planned, our earnings per share may be adversely affected. Similarly, if we reduce or suspend our dividend distributions, as we did for part of fiscal 2021, our stock price may be adversely affected.
Failure to protect our inventory or other assets from loss and theft and situations resulting in loss or theft may impact customer and Associate safety as well as our financial results.
Risk of loss or theft of assets, including inventory shrinkage, is inherent in the retail business. Loss may be caused by error or misconduct of Associates, customers, vendors or other third parties, including through organized retail crime and professional theft, and may be further impacted by macroeconomic factors, including the enforcement environment, as well as increased inventory levels in our stores. We may not be able to determine the cause or extent of the loss in a timely manner or at all. Our inability to prevent and/or minimize or reduce the loss or theft of assets effectively, or to predict and accrue for the impact of those losses accurately, has adversely affected our financial performance in the past and could do so again. In addition, our ability to provide a safe environment in our stores may be impacted in the course of a theft or other behavioral situations that periodically arise.
We depend upon strong cash flows from our operations to supply capital to fund our operations, anticipated growth, any stock repurchases and dividends and interest and debt repayment.
Our business depends upon our operations continuing to generate strong cash flow to supply capital to support our general operating activities, to fund our anticipated growth and any return of cash to stockholders through our stock repurchase programs and dividends and to pay our interest and make debt repayments. If we are unable to generate sufficient cash flows or to repatriate cash from our international operations in a manner that is cost effective, our growth plans, capital expenditures, operating expenses and financial performance, including our earnings per share, could be adversely affected. Changes in the capital and credit markets, including market disruptions, limited liquidity and interest rate fluctuations, have in the past increased and may continue to increase the cost of financing or may restrict our access to these potential sources of liquidity. Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating performance and maintaining strong credit ratings. On occasion, we borrow money to finance our activities, and if financing were not available to us in adequate amounts and on appropriate terms when needed, that could also adversely affect our financial performance.
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If we engage in mergers, acquisitions or investments in new businesses, or divest, close or consolidate any of our current businesses, our business could be subject to additional risks.
We have in the past and may again acquire new businesses; invest in or enter into joint ventures with other businesses (as we did during fiscal 2025 with our minority equity investment in the Middle East and in our joint venture in Mexico); develop new businesses internally (as with Homesense, our second U.S. home store concept); launch or expand e-commerce platforms (as we have done with tkmaxx.de and tkmaxx.at in Europe); and divest (as we did in fiscal 2023 with our minority interest in an off-price retailer of apparel and home fashions operating stores throughout Russia), close, or consolidate businesses. Failure to execute on mergers, acquisitions, investments, divestitures, closings and consolidations in an effective or satisfactory manner, including due to circumstances outside our control, could adversely affect our future results of operations and financial condition. Acquisition, investment or divestiture activities may divert attention of management away from operating the existing businesses. We may not effectively evaluate target companies, investments or investment partners or assess the risks, benefits and costs of buying, investing in or closing businesses, or the integration or attendant risks of acquired businesses or investments, all of which can be difficult, time-consuming and dilutive. These activities may not meet our performance and other expectations and may expose us to unexpected or greater-than-expected costs, liabilities and risks, including from, for example, changes in law, market conditions, economic conditions, the retail industry, political conditions, inaccurate assumptions, or the negligence or malfeasance of our partners or other third parties. In addition, in connection with most of our prior acquisitions, we recorded intangible assets and goodwill and the value of the tradenames, and may similarly do so in the future in connection with other acquisitions. If we are unable to realize the anticipated benefits from acquisitions or investments, we may be required to impair some or all of the goodwill associated with an acquisition or some or all of the investment, which would adversely impact our results of operations and balance sheet, such as with an impairment charge. For example, in connection with the conflict between Russia and Ukraine, we divested our minority ownership interest in an off-price retailer that operates stores in Russia and did not recover the full value of our investment. Divestitures, closings and consolidations could involve risks such as significant costs and obligations of closure, including exposure on leases, owned real estate and other contractual, employment, pension and severance obligations and potential liabilities that may arise under law as a result of the disposition or as a result of the credit risk of an acquirer.
Our large number of real estate leases, which generally obligate us for long periods, subject us to potential financial risk.
We lease almost all of our store locations and either own or lease for long periods our primary distribution centers and administrative offices. Accordingly, we are subject to the risks associated with leasing and owning real estate. While we have the right to terminate some of our leases under specified conditions, including by making specified payments, we may not be able to terminate most of our leases if or when we would like to do so. If we decide or are required to permanently close stores, we typically are required to continue to perform obligations under the applicable leases, which generally include, among other things, paying rent, insurance premiums, real estate taxes, and maintenance expenses for the balance of the lease term, and the cost of any of these obligations may be significant. When we assign leases to third parties, or if we sell or close a business, we can remain liable for the lease obligations for the balance of the term and be contingently liable if the assignee does not perform (as was the case with some of our former operations). We also remain primarily liable if we sublease space to a third party. In addition, when the lease terms for the stores in our ongoing operations expire, we may be unable to negotiate renewals, either on commercially reasonable terms or at all, which could cause us to permanently close stores or to relocate stores within a market on less favorable terms or in a less favorable location. Any or all of these factors could adversely affect our financial results.
EXTERNAL AND ECONOMIC RISKS
Economic conditions on a global level or in particular markets, geopolitical uncertainty, and other factors creating uncertainty and instability may adversely affect consumer confidence and discretionary spending, which could affect our financial performance.
Consumer confidence and discretionary spending can be affected by various economic conditions, both on a global level and in particular markets, that can, in turn, affect our business or the retail industry generally. These factors include, among others, inflation and deflation; actual or perceived declines in consumer purchasing power; economic recession; unemployment levels; availability of disposable income and actual and perceived wealth; health care costs; costs of oil, gas and other commodities; interest rates and tax rates and related policies; weakness in the housing market and rising housing costs; volatility in capital markets and credit availability. Many of these factors have been present in the market in recent years, including inflation and economic downturn, which has impacted consumer confidence and discretionary spending.
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Volatility or uncertainty in regulation or policy, including in areas such as international trade and tariff policies; threats or occurrences of war or armed conflict (including the ongoing Russia-Ukraine conflict, the conflict in the Middle East, and shipping disruptions in the Red Sea and surrounding waterways); terrorism; pandemics or epidemics (such as the COVID-19 pandemic); supply chain disruptions; geopolitical instability or uncertainty; uncertainty regarding the financial stability of banking institutions; and political or social unrest and/or conflict (locally or across regions) have had and may continue to have significant effects on consumer confidence and spending. Factors that affect consumer confidence and spending can in turn affect our financial results and impact the retail industry generally. These conditions and factors also shift trends in consumer spending that could affect our business. Shifts in the market may adversely affect our sales, cash flows, merchandise orders and results of operations and performance.
Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with such regulations may have an adverse effect on our business, financial condition, and results of operations.
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business, affect our merchandise margins, and adversely affect our financial condition, results of operations, reputation, and our relationships with customers, vendors, and Associates in the short- or long-term. Similarly, changes in laws and policies governing foreign trade, manufacturing, development, and investment in the countries where we currently operate could adversely affect our business.
The U.S. government recently announced tariffs on product imports from certain countries, including Canada, Mexico, and China. These actions have resulted, and are expected to further result, in retaliatory measures on U.S. goods. If maintained, these recently announced tariffs and the potential escalation of trade disputes could pose a risk to our business that could affect our revenue and cost of sourcing our merchandise. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of merchandise, and our buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs. Further, actions we take to adapt to new tariffs or trade restrictions may increase risk or may cause us to modify our operations, which could be time-consuming and expensive; impact pricing of our merchandise, which could impact our sales, profitability, and our reputation as a value retailer; or cause us to forgo business opportunities.
Changes in economic conditions, on a global level or in particular markets, may adversely affect our sources of liquidity and costs of capital and increase our financial exposure, and our strategies for managing these financial risks may not be effective or sufficient.
Global financial markets can experience volatility, disruption and credit contraction, which could adversely affect global economic conditions. Changes in economic conditions could adversely affect sources of liquidity available to us or our costs of capital, including through capital markets. In particular, prolonged volatility or significant disruption of global financial markets relating to the financial and regulatory environment; interest rate increases following a period of low interest rates; geopolitical conflict; and disruptions impacting traditional banking, could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, and impede our ability to comply with debt covenants. In addition, changes in economic conditions could adversely affect plan asset values and investment performance and increase our pension liabilities, expenses and funding requirements and other related financial exposure with respect to company-sponsored and multiemployer pension plans. We rely on banks and other financial institutions to safeguard and allow ready access to assets such as cash and cash equivalents. Our strategies for managing these financial risks and exposures may not be effective or sufficient or may expose us to risk.
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Our results may be adversely affected by severe or unseasonable adverse weather, serious disruptions, catastrophic events or public health crises.
Natural or other disasters, such as hurricanes, tornadoes, floods, wildfires, earthquakes and other extreme weather; climate conditions, which have recently been increasing in severity and frequency; public health issues, such as pandemics and epidemics (such as the COVID-19 pandemic); fires or explosions; acts of war or conflict (such as the ongoing Russia-Ukraine conflict, the ongoing conflict in the Middle East and shipping disruptions in the Red Sea and surrounding waterways); domestic or foreign terrorism or other acts of violence (including riots or active shooter situations); or cyberterrorism, nation-state cyber-attacks, or other cyber events could disrupt our operations and/or have an adverse effect on our results of operations and financial condition in a number of ways, including by causing injury or serious harm to our Associates or customers; severely damaging or destroying one or more of our stores, distribution facilities, or office facilities; or could disrupt the operations of, or require the closure of, one or more of our vendors or other parts of our supply chain located in the affected areas. Day-to-day operations, including our ability to receive products from our vendors or third-party service providers or to transport products to our stores or to our e-commerce customers could be adversely affected, transportation to and from our stores (by customers or Associates) could be limited, or we could temporarily close stores or distribution centers in the affected areas or in areas served by affected distribution centers for a short or extended period of time. Government regulations and responses to such events or conditions could affect our operations or result in material expenses relating to compliance. Adverse or unseasonable weather, such as storms, severe cold or heat or unseasonable temperatures (even if not extreme), which could increase in both frequency and severity over time, may also affect customers’ buying patterns and willingness to shop at all or in certain categories we offer, particularly in apparel, products viewed as contributing to deforestation or biodiversity loss, or seasonal merchandise and may affect our ability to source products containing raw materials whose yield is affected by adverse weather, which could impact our sales, customer satisfaction with our stores, and our markdowns, adversely affecting our business.
As our business is subject to seasonal influences, a significant, unplanned decrease in sales or margins, a severe disruption or other significant event that impacts our business during the second half of the year could have a disproportionately adverse effect on our operating results.
Our business is subject to seasonal influences; we generally realize higher levels of sales and earnings in the second half of the year, which includes the back-to-school and year-end holiday seasons. Any significant, unplanned decrease in sales or margins or any significant adverse event or disruption that impacts our business during this period, including those described in these risk factors, could have a disproportionately adverse effect on our results of operations.
Our results may be adversely affected by increased utility, transportation or logistics costs; reduced availability or increased cost of oil or other fuels; or increased costs of other commodities.
Energy and fuel costs can fluctuate dramatically and, at times, have resulted in significant cost increases, particularly for the price of oil and gasoline. An increase in the price of oil increases our transportation costs for distribution, utility costs for our retail stores and costs to purchase our products from suppliers. Although we typically enter into derivative instruments designed to manage a portion of our transportation costs (a hedging strategy), any such strategy may not be effective or sufficient and could result in increased operating costs. Increased global and U.S. regulation related to environmental costs, including cap and trade, carbon taxes or other emissions management systems could also adversely affect our costs of doing business, including utility, transportation and logistics costs. Shortages or disruptions, including from increased demand, geopolitical conflicts and other factors, impacting transportation within our supply chain, also negatively impact our cost of business and cause costs to fluctuate in ways we may not be able to anticipate. For example, in recent years, increased freight costs related to labor, equipment and capacity shortages involving freight hauling, increased interest rates, as well as other factors, had an adverse impact on our margins. Geopolitical events have in the past and may again impact fuel resources and operations of third parties along our supply chain such that our inventory flow and financial performance is negatively impacted. Similarly, food and other commodity prices can fluctuate dramatically. Such increases can impact the cost of merchandise, which could adversely affect our performance through potentially reduced consumer demand or reduced margins.
Fluctuations in currency exchange rates may lead to lower revenues and earnings.
Sales made by our stores outside the U.S. are denominated in the currency of the country in which the store is located, and changes in currency exchange rates affect the translation of the sales and earnings of these businesses into U.S. dollars for financial reporting purposes. As a result, movements in currency exchange rates have had, and are expected to continue to have, a significant impact on our consolidated and segment results from time to time. Changes in currency exchange rates can also increase the cost of inventory purchases that are denominated in a currency other than the local currency of the business buying the merchandise. When exchange rates change significantly in a short period or move unfavorably over an extended period, it can be difficult for us to adjust accordingly, and gross margin can be adversely affected. For example, a significant amount of merchandise we offer for sale is made in China and accordingly, a revaluation of Chinese currency, or increased market flexibility in the exchange rate for that currency, increasing its value relative to the U.S. dollar or currencies in which our stores are located, could be significant.
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Additionally, we routinely enter into inventory-related derivative instruments (a hedging strategy) to mitigate the impact of currency exchange rates on merchandise margins resulting from merchandise purchases by our segments denominated in currencies other than their local currencies. These mitigation strategies may not be effective or sufficient. In addition, in accordance with GAAP, we evaluate the fair value of these derivative instruments and make mark-to-market adjustments at the end of each accounting period. These adjustments are of a much greater magnitude when there is significant volatility in currency exchange rates and may have a significant impact on our earnings.
We expect that currency exchange rate fluctuations could have a material adverse effect on our sales and results of operations from time to time. In addition, fluctuations in currency exchange rates may have a greater impact on our earnings and operating results if a counterparty to one of our hedging arrangements fails to perform.
REGULATORY, LEGAL AND COMPLIANCE RISKS
Failure to comply with laws, rules, regulations and orders and applicable accounting principles and interpretations could negatively affect our business operations and financial performance.
We are subject to national, state, provincial, regional and local laws, rules, regulations, mandates, accounting standards, principles and interpretations, as well as government orders in various countries in which we operate that collectively affect multiple aspects of our business. We are also subject to new and changing laws, rules and regulations, mandates, evolving interpretations of existing laws by judicial and regulatory authorities, changes in accounting standards, principles or interpretations and reforms in jurisdictions where we do business. These requirements, current or changing, could adversely affect our operating results and may affect our operations, and include those involving:
–labor and employment practices and benefits, including pay transparency requirements, and rules applicable to labor unions and works councils;
–import/export, supply chain, social compliance, trade restrictions and logistics, including resulting from changes to requirements or policies from the Uyghur Forced Labor Prevention Act, the Countering America’s Adversaries Through Sanctions Act and the continuation of widespread sanctions as a result of the ongoing Russia-Ukraine conflict;
–climate change, energy, waste, deforestation, biodiversity, chemicals management and water;
–consumer protection, product safety and product compliance;
–marketing;
–financial regulations and reporting, including various climate-related financial disclosure regulations;
–tax;
–cybersecurity, data protection and privacy, such as to comply with, or fines and penalties related to, General Data Protection Regulation in the European Union and the California Consumer Privacy Act;
–internet regulations, including e-commerce, electronic communications and privacy;
–protection of intellectual property rights;
–health, welfare and safety requirements; and
–compliance with governmental assistance programs.
Complying with applicable laws, rules, regulations, standards, interpretations, orders and our own internal policies may require us to spend additional time and resources to develop and implement new policies, procedures and other controls, consolidate and report additional data, conduct audits, train Associates and third parties on our compliance methods, or take other actions, particularly as we continue to grow globally and enter new markets, countries, or product categories and affect our operations including where, what, and how we source and how we allocate what we buy, any of which could adversely impact our results. Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations have required, and are expected to continue to require, us to invest in compliance efforts or otherwise expend resources before changes are certain. There have been significant and wide-ranging reforms to federal policy and the federal government in the U.S. since the presidential administration changed at the beginning of 2025, and there is significant uncertainty regarding the impact of such reforms.
In addition, if we, or third parties that perform services on our behalf, including those operating retail businesses, fail to comply with applicable laws, rules, regulations, standards, interpretations and orders, or are unable to provide us with data or other information needed to meet our regulatory reporting obligations, we may be subject to judgments, fines or other costs or penalties, which may cause reputational harm and could adversely affect our operations and our financial results and condition.
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Our results may be materially adversely affected by the outcomes of litigation, legal proceedings and other legal or regulatory matters.
We are involved in, and may in the future become involved in additional, legal proceedings, regulatory reviews, audits and other legal matters. These may involve inquiries, investigations, lawsuits and other proceedings by local, provincial, state and national governmental entities (in the U.S. and other countries) and private plaintiffs, including with respect to employment and employee benefits (such as classification, employment rights, discrimination, wage and hour, retaliation, and pay transparency); whistleblower claims; harassment claims; tax; securities; disclosure; real estate; environmental matters; hazardous materials and hazardous waste; tort; business practices; consumer protection; privacy/cybersecurity; product safety and compliance; advertising; and intellectual property. There continue to be employment-related and consumer protection lawsuits, including putative class actions, in the United States, and we are subject to these types of suits. We cannot predict the results of legal and regulatory proceedings with certainty, and actual results may differ from any reserves we establish estimating the probable outcome. Regardless of merit or outcome, these proceedings can be both time-consuming and disruptive to our operations and may cause reputational harm as well as significant expense and diversion of management attention. Legal, regulatory and other proceedings could expose us to significant defense costs, fines, penalties and liability to private parties and governmental entities for monetary recoveries and other amounts and attorneys’ fees and/or require us to change aspects of our operations, any of which could have a material adverse effect on our business and results of operations.
Quality, safety or other issues with merchandise we buy and sell could impact our reputation, sales and financial results.
Various governmental authorities in the jurisdictions where we do business regulate the quality and safety of the merchandise we import, transport and sell to consumers. Regulations and standards in this area, including federal laws and regulations enforced by the U.S. Consumer Product Safety Commission (such as the Consumer Product Safety Improvement Act of 2008) and the U.S. Food and Drug Administration (such as the U.S. Food Safety Modernization Act), state laws and regulations like California’s Proposition 65 and similar obligations in other countries in which we operate, impose restrictions and requirements on the merchandise we buy and sell. These requirements change from time to time, and new national, state, provincial or local regulations in the U.S. and other countries that may affect our business are contemplated and enacted with some regularity. We rely on our vendors to provide quality merchandise that complies with applicable laws and regulations and our vendor code of conduct. However, our vendors have not always complied with such obligations. If we, our merchandise vendors, or other third parties performing services on our behalf are unable or fail to comply with regulatory requirements on a timely basis or at all, or to adequately monitor new regulations that may apply to existing or new merchandise categories or in new geographies, or if we sell non-compliant, unsafe, or previously recalled products, we could have to conduct product recalls, incur significant fines or penalties for non-compliance with applicable laws and regulations and have to curtail some aspects of our sales or operations, any of which could have an adverse effect on our financial results. Allegations of non-compliance with applicable laws and regulations could, and in certain instances in the past have, exposed us to litigation or governmental enforcement action. Although our arrangements with our vendors frequently provide for indemnification for product liabilities, the vendors may fail to honor these obligations to an extent we consider sufficient or at all. In certain circumstances, we may bear some responsibility for compliance with applicable product safety laws, labeling requirements and other applicable laws and regulations. In addition, failure to comply with, or the perception that we have failed to comply with, other social compliance, product, labor and/or environmental standards or monitoring practices, all of which continue to evolve, related to the products we sell could subject us to reputational harm and impact our financial results.
Concerns or issues with the quality, safety and sourcing of merchandise, particularly with products subject to increased levels of regulation or inquiry, or the authenticity of merchandise, could result in regulatory, civil or criminal fines or penalties; litigation or reputational harm, any of which could have an adverse effect on our financial results.
Tax matters could adversely affect our results of operations and financial condition.
We are subject to income and other taxes in the U.S. and numerous foreign jurisdictions. Our effective income tax rate and future tax liability could be adversely affected by numerous factors including the results of tax audits; income before taxes being lower than anticipated in countries with lower statutory income tax rates and higher than anticipated in countries with higher statutory income tax rates; changes in income tax rates; changes in transfer pricing; changes in the valuation of deferred tax assets and liabilities; changes in applicable tax legislation, regulations, treaties and other guidance; and changes in accounting principles and interpretations relating to tax matters, any of which could adversely impact our results of operations and financial condition in future periods. Significant judgment is required in evaluating and estimating our worldwide provision and accruals for taxes, and actual results may differ from our estimations.
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In addition, we are subject to the continuous examination of our tax returns and reports by national, state, provincial and local tax authorities in the U.S. and foreign countries, and the examining authorities may challenge positions we take. We are engaged in various proceedings, which are at various stages, with such authorities with respect to assessments, claims, deficiencies and refunds. We regularly assess the likely outcomes of these proceedings to determine the adequacy and appropriateness of our provision for income taxes, and we increase and decrease our provision as a result of these assessments. However, developments in and actual results of proceedings, rulings or settlements by or with tax authorities or courts (including due to changes in facts, law or legal interpretations, expiration of applicable statutes of limitations or other resolutions of tax positions) could result in amounts that differ from those we have accrued for such proceedings in either a positive or a negative manner, which could materially affect our effective income tax rate in a given financial period, the amount of taxes we are required to pay and our results of operations. In addition, we are subject to tax audits and examinations for payroll, value added, sales-based and other taxes relating to our businesses, which could adversely impact our financial results.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. Cybersecurity
Risk Management and Strategy
We use a variety of strategies and techniques designed to identify cybersecurity risks and reduce the risk of unauthorized access to our organization’s confidential information (including customer, vendor, and Associate data) and critical business systems. This approach includes various assessment activities (e.g. threat actor emulation and penetration testing), tabletop exercises, security awareness and training activities (e.g. simulated phishing campaigns and specialized training for cybersecurity personnel), encryption of certain types of information, and certain controls governing access to TJX facilities and systems, among other threat- and risk-based safeguards. The scope and level of our risk-based initiatives in these areas varies across functions and across the business.
We maintain an Information Management Program that is overseen by our Information Management Steering Committee (the “IMSC”), which is a cross-functional group consisting of senior leaders from areas such as IT, Cybersecurity, Risk and Compliance, Privacy, Legal, and Audit. The IMSC is responsible for developing and updating policies to support TJX’s Information Management Program and enhance the overall privacy, information security, and records management posture of our business.
Within our Cybersecurity department, our Security Operations Center provides threat detection and incident response capabilities. We also have an incident response plan which describes roles and responsibilities for internal stakeholders in responding to and escalating potential cybersecurity incidents. We periodically test this plan through tabletop exercises with relevant stakeholders across various functions of our business, including members of senior management.
Board of Directors Oversight
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Management’s Role in Managing Risk
As discussed in Item 1A in this Form 10-K, despite our continuing efforts, our IT systems, as well as those of our suppliers, service providers and other third parties whose IT systems we utilize directly or indirectly, are targeted by attempts to access or obtain personal or other sensitive information, attempts at monetary theft and attempts to disrupt business. These attempts continue to evolve and are becoming increasingly sophisticated (including through the use of artificial intelligence). While some of these attempts have resulted in cybersecurity incidents, the unauthorized intrusion into our network discovered late in 2006 is the only such cybersecurity incident to date that has been material to the results of our operations. For more information, see “Compromises of our cybersecurity, disruptions in our information technology systems, or failure to satisfy the information technology needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation.” in Item 1A in this Form 10-K.
ITEM 2. Properties
We lease virtually all of our store locations, as well as some of our distribution and fulfillment centers and office space. Most of TJX's leases in the U.S. and Canada are store operating leases, generally for an initial term of ten years with options to extend the lease term for one or more five-year periods. Store operating leases in Europe generally have an initial term of ten to fifteen years and leases in Australia generally have an initial term of ten years, some of which have options to extend. Some of the Company's leases have options to terminate prior to the lease expiration date.
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STORE LOCATIONS
Stores were operated in the following locations at the end of fiscal 2025. Counts include both banners within a combo or a superstore:
| United States | Marmaxx(a) | Sierra | HomeGoods(a) | Total | ||||||||||
| Alabama | 39 | — | 12 | 51 | ||||||||||
| Arizona | 42 | — | 18 | 60 | ||||||||||
| Arkansas | 18 | — | 5 | 23 | ||||||||||
| California | 273 | — | 104 | 377 | ||||||||||
| Colorado | 29 | 10 | 12 | 51 | ||||||||||
| Connecticut | 52 | 1 | 21 | 74 | ||||||||||
| Delaware | 9 | — | 7 | 16 | ||||||||||
| District of Columbia | 6 | — | — | 6 | ||||||||||
| Florida | 208 | — | 92 | 300 | ||||||||||
| Georgia | 95 | 1 | 34 | 130 | ||||||||||
| Hawaii | 8 | — | — | 8 | ||||||||||
| Idaho | 9 | 1 | 3 | 13 | ||||||||||
| Illinois | 100 | 9 | 36 | 145 | ||||||||||
| Indiana | 46 | 3 | 13 | 62 | ||||||||||
| Iowa | 20 | 3 | 7 | 30 | ||||||||||
| Kansas | 19 | 2 | 7 | 28 | ||||||||||
| Kentucky | 32 | 2 | 7 | 41 | ||||||||||
| Louisiana | 31 | — | 10 | 41 | ||||||||||
| Maine | 13 | 1 | 5 | 19 | ||||||||||
| Maryland | 56 | 1 | 26 | 83 | ||||||||||
| Massachusetts | 108 | 3 | 41 | 152 | ||||||||||
| Michigan | 76 | 7 | 23 | 106 | ||||||||||
| Minnesota | 34 | 9 | 16 | 59 | ||||||||||
| Mississippi | 20 | — | 6 | 26 | ||||||||||
| Missouri | 39 | — | 13 | 52 | ||||||||||
| Montana | 6 | 2 | 2 | 10 | ||||||||||
| Nebraska | 11 | 2 | 6 | 19 | ||||||||||
| Nevada | 22 | 1 | 7 | 30 | ||||||||||
| New Hampshire | 28 | 6 | 15 | 49 | ||||||||||
| New Jersey | 91 | 4 | 55 | 150 | ||||||||||
| New Mexico | 12 | 1 | 4 | 17 | ||||||||||
| New York | 169 | 8 | 66 | 243 | ||||||||||
| North Carolina | 71 | — | 32 | 103 | ||||||||||
| North Dakota | 6 | 2 | 4 | 12 | ||||||||||
| Ohio | 90 | 5 | 29 | 124 | ||||||||||
| Oklahoma | 21 | — | 6 | 27 | ||||||||||
| Oregon | 28 | 3 | 10 | 41 | ||||||||||
| Pennsylvania | 103 | 4 | 38 | 145 | ||||||||||
| Puerto Rico | 31 | — | 6 | 37 | ||||||||||
| Rhode Island | 12 | — | 6 | 18 | ||||||||||
| South Carolina | 36 | 2 | 17 | 55 | ||||||||||
| South Dakota | 6 | — | 1 | 7 | ||||||||||
| Tennessee | 55 | — | 19 | 74 | ||||||||||
| Texas | 179 | — | 81 | 260 | ||||||||||
| Utah | 19 | 6 | 11 | 36 | ||||||||||
| Vermont | 9 | 1 | 1 | 11 | ||||||||||
| Virginia | 72 | 4 | 39 | 115 | ||||||||||
| Washington | 43 | 2 | 19 | 64 | ||||||||||
| West Virginia | 11 | — | 5 | 16 | ||||||||||
| Wisconsin | 45 | 9 | 18 | 72 | ||||||||||
| Wyoming | 5 | 2 | — | 7 | ||||||||||
| Total stores | 2,563 | 117 | 1,015 | 3,695 | ||||||||||
(a)Marmaxx operates TJ Maxx and Marshalls. HomeGoods operates HomeGoods and Homesense.
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| Canada | Winners | HomeSense | Marshalls | Total | ||||||||||
| Alberta | 44 | 22 | 19 | 85 | ||||||||||
| British Columbia | 42 | 23 | 9 | 74 | ||||||||||
| Manitoba | 9 | 5 | 5 | 19 | ||||||||||
| New Brunswick | 4 | 3 | 4 | 11 | ||||||||||
| Newfoundland | 3 | 2 | 2 | 7 | ||||||||||
| Nova Scotia | 11 | 5 | 2 | 18 | ||||||||||
| Ontario | 129 | 73 | 50 | 252 | ||||||||||
| Prince Edward Island | 1 | 1 | — | 2 | ||||||||||
| Quebec | 57 | 22 | 15 | 94 | ||||||||||
| Saskatchewan | 7 | 4 | 3 | 14 | ||||||||||
| Total stores | 307 | 160 | 109 | 576 | ||||||||||
| Europe | TK Maxx | Homesense | Total | ||||||||
| United Kingdom | 355 | 73 | 428 | ||||||||
| Republic of Ireland | 27 | 2 | 29 | ||||||||
| Germany | 182 | — | 182 | ||||||||
| Poland | 53 | — | 53 | ||||||||
| Austria | 21 | — | 21 | ||||||||
| The Netherlands | 17 | — | 17 | ||||||||
| Total stores | 655 | 75 | 730 | ||||||||
| Australia | TK Maxx | |||||||||||||||||||
| Australian Capital Territory | 3 | |||||||||||||||||||
| New South Wales | 26 | |||||||||||||||||||
| Queensland | 26 | |||||||||||||||||||
| Victoria | 21 | |||||||||||||||||||
| South Australia | 5 | |||||||||||||||||||
| Western Australia | 2 | |||||||||||||||||||
| Tasmania | 1 | |||||||||||||||||||
| Total stores | 84 | |||||||||||||||||||
DISTRIBUTION CENTERS
The following is a summary of our primary owned and leased distribution and fulfillment centers as of February 1, 2025. Square footage information for the distribution and fulfillment centers represents total “ground cover” of the facility.
| Owned | Leased | Total | ||||||||||||||||||
| Square footage in millions | Sq/ft | Count | Sq/ft | Count | Sq/ft | Count | ||||||||||||||
| Marmaxx | 9 | 9 | 6 | 9 | 15 | 18 | ||||||||||||||
| HomeGoods | 5 | 6 | 0 | 1 | 5 | 7 | ||||||||||||||
| Sierra | 1 | 1 | 1 | 1 | 2 | 2 | ||||||||||||||
| TJX Canada | — | — | 3 | 5 | 3 | 5 | ||||||||||||||
| TJX International | 1 | 1 | 4 | 9 | 5 | 10 | ||||||||||||||
| Total | 16 | 17 | 14 | 25 | 30 | 42 | ||||||||||||||
OFFICE SPACE
TJX has corporate headquarters in Massachusetts which consists of both owned and leased space. Additionally, we own and lease additional office space throughout the United States and in various countries. As of February 1, 2025, TJX owned and leased a combined 3.7 million square feet of office space, primarily within the United States. Square footage information for office space represents total space owned or leased.
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ITEM 3. Legal Proceedings
See Legal Contingencies in Note N—Contingent Obligations, Contingencies, and Commitments of Notes to Consolidated Financial Statements for information on legal proceedings.
ITEM 4. Mine Safety Disclosures
Not applicable.
PART II
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange (Symbol: TJX).
The approximate number of common shareholders of record at February 1, 2025 was 1,800.
INFORMATION ON SHARE REPURCHASES
The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal 2025 and the average price paid per share are as follows:
Total Number of Shares Repurchased(a) | Average Price Paid Per Share(b) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(a) | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(c) | |||||||||||
| November 3, 2024 through November 30, 2024 | 1,219,600 | $ | 120.61 | 1,219,600 | $ | 1,757,203,298 | ||||||||
| December 1, 2024 through January 4, 2025 | 3,208,279 | $ | 124.30 | 3,208,279 | $ | 1,358,406,178 | ||||||||
| January 5, 2025 through February 1, 2025 | 2,513,564 | $ | 121.98 | 2,513,564 | $ | 3,551,805,664 | ||||||||
| Total | 6,941,443 | 6,941,443 | ||||||||||||
(a)Consists of shares repurchased under publicly announced stock repurchase programs.
(b)Includes commissions for the shares repurchased under stock repurchase programs.
(c)In February 2025, we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional $2.5 billion of our common stock from time to time. Under this program and previously announced programs, we had approximately $3.6 billion available for repurchase as of February 1, 2025.
ITEM 6. Reserved
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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
TJX provides projections and other forward-looking statements in the following discussions particularly relating to our future financial performance. These forward-looking statements are estimates based on information currently available to us and subject to the cautionary statements set forth on page 3 of this Form 10-K. Our results are subject to risks, uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by any such forward-looking statements. Applicable risks and uncertainties include, among others, those described in Part I, Item 1A, Risk Factors, as well as other information we file with the SEC. TJX undertakes no obligation to update or revise any forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.
The discussion that follows relates to our 52-week fiscal year ended February 1, 2025 (fiscal 2025) and our 53-week fiscal year ended February 3, 2024 (fiscal 2024) and our 52-week fiscal year ended January 31, 2026 (fiscal 2026).
The following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended February 3, 2024.
OVERVIEW
We are the leading off-price apparel and home fashions retailer in the U.S. and worldwide. Our mission is to deliver great value to our customers every day. We do this by selling a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day through our stores and six e-commerce sites. We operate over 5,000 stores through our four segments: in the U.S., Marmaxx (which operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe, and TK Maxx in Australia). In addition to our four segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.
RESULTS OF OPERATIONS
Highlights of our financial performance for fiscal 2025 include the following:
–Net sales increased 4% to $56.4 billion for fiscal 2025 versus $54.2 billion for fiscal 2024. As of February 1, 2025, the number of stores in operation increased approximately 3% and selling square footage increased approximately 2% compared to the end of fiscal 2024.
–Consolidated comp store sales increased 4% in fiscal 2025. See Net Sales below for the definition of comp store sales.
–Diluted earnings per share were $4.26 for fiscal 2025, compared to $3.86 for fiscal 2024, which included an estimated benefit of $0.10 from the 53rd week in fiscal 2024.
–Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal 2025 was 11.5%. This was a 0.5 percentage point increase compared to 11.0% for fiscal 2024, which included an estimated 0.1 percentage point benefit from the 53rd week in fiscal 2024.
–Our cost of sales, including buying and occupancy costs, ratio for fiscal 2025 was 69.4%, a 0.6 percentage point decrease compared to 70.0% for fiscal 2024.
–Our selling, general and administrative (“SG&A”) expense ratio for fiscal 2025 was 19.4%, a 0.1 percentage point increase compared to 19.3% for fiscal 2024.
–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were up 1% at the end of fiscal 2025 as compared to the prior year.
–During fiscal 2025, we returned $4.1 billion to our shareholders through share repurchases and dividends. A dividend of $0.375 per share was declared in the fourth quarter of fiscal 2025 and paid in March 2025.
–We announced that we plan to enter Spain with our TK Maxx banner in fiscal 2027.
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Equity Investments
During fiscal 2025, we entered into a definitive agreement for a joint venture with Grupo Axo, S.A.P.I de C.V. (“Axo”) to hold a 49% ownership stake in Multibrand Outlet Stores S.A.P.I. de C.V. (“MOS”) which operates off-price, physical store businesses in Mexico and includes a total of over 200 stores for its Promoda, Reduced, and Urban Store banners. We have the option to increase our ownership interest in the joint venture over the long term. During the third quarter of fiscal 2025, we completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting.
During fiscal 2025, we entered into a definitive agreement to acquire a 35% ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position. BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer. During the fourth quarter of fiscal 2025, we completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting.
The results of our share of both of these investments are recorded on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period. These investments did not have a material impact on our fiscal 2025 results and we do not expect them to have a material impact on our fiscal 2026 results.
Recent Events and Trends
Global Economic Conditions and Industry Trends
We continue to closely monitor changes in international trade relations, economic and monetary policies, or legislation and regulations including those related to tariffs on imports from China and other countries, which could adversely impact the global economy and our operating results. In particular, uncertainty remains regarding the potential impact on our direct imports, (with typically less than 10% of the merchandise that we purchase for our U.S. businesses directly imported from China), vendor and competitor pricing, consumer demand, tariff pass-throughs, and reciprocal or retaliatory tariffs.
Operating Results as a Percentage of Net Sales
The following table sets forth our consolidated operating results as a percentage of net sales.
| Percentage of Net Sales | ||||||||||||||
| Fiscal 2025 | Fiscal 2024 | |||||||||||||
| Net sales | 100.0 | % | 100.0 | % | ||||||||||
| Cost of sales, including buying and occupancy costs | 69.4 | 70.0 | ||||||||||||
| Selling, general and administrative expenses | 19.4 | 19.3 | ||||||||||||
| Interest (income) expense, net | (0.3) | (0.3) | ||||||||||||
Income before income taxes* | 11.5 | % | 11.0 | % | ||||||||||
*Figures may not foot due to rounding.
Net Sales
Net sales for fiscal 2025 totaled $56.4 billion, a 4% increase versus net sales of $54.2 billion for fiscal 2024. The increase includes a 4% increase in comp store sales, a 2% increase from non-comp store sales, a neutral impact from foreign currency exchange rates, partially offset by a negative 2% estimated year-over-year impact from the 53rd week in fiscal 2024. Net sales from our e-commerce sites combined amounted to less than 2% of total sales for both fiscal 2025 and fiscal 2024.
Comp store sales increased 4% for fiscal 2025 and increased 5% for fiscal 2024. Comp store sales for fiscal 2025 was driven by an increase in customer transactions. Both home comp store sales growth (as defined below) and apparel comp store sales growth (as defined below) generally performed in line with the overall comp store sales increase for fiscal 2025.
As of February 1, 2025, our store count increased approximately 3% and selling square footage increased approximately 2% compared to the same period last year.
Definition of Comparable Store Sales
We define comparable store sales, or comp store sales, to be sales of stores that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores that are starting their third fiscal year of operation. In any given fiscal year, we calculate comp store sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp store sales percentage is immaterial.
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Sales excluded from comp store sales (“non-comp store sales”) consist of sales from:
–New stores - stores that have not yet met the comp store sales criteria, which represents a substantial majority of non-comp store sales
–Stores that are closed permanently or for an extended period of time
–Sales from our e-commerce sites (starting with the first quarter of fiscal 2026, we will no longer exclude sales from our e-commerce sites from comp store sales, which we do not expect to have a material impact on such figures).
We determine which stores are included in the comp store sales calculation at the beginning of a fiscal year, and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year.
Comp store sales of our foreign segments are calculated on a constant currency basis. We define constant currency basis as translating the current year’s results using the prior year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more appropriate measure of performance.
Comp store sales may be referred to as “same store” sales by other retail companies. The method for calculating comp store sales varies across the retail industry; therefore, our measure of comp store sales may not be comparable to that of other retail companies. Comparable store sales for a category such as home or apparel include sales from merchandise within such category combined across all divisions at the stores that fall within the Company’s definition of comparable stores for such period.
We define customer transactions to be the number of transactions in stores included in the comp store sales calculation. We define average ticket to be the average retail price of the units sold. We define average basket to be the average dollar value of transactions.
Revenues by Geography
The percentages of our consolidated revenues by geography for the last two fiscal years are as follows:
| Fiscal 2025 | Fiscal 2024 | |||||||||||||
| United States: | ||||||||||||||
| Northeast | 21 | % | 22 | % | ||||||||||
| Midwest | 13 | 13 | ||||||||||||
| South (including Puerto Rico) | 28 | 28 | ||||||||||||
| West | 16 | 15 | ||||||||||||
| Total United States | 78 | % | 78 | % | ||||||||||
| Canada | 9 | 9 | ||||||||||||
| Europe | 12 | 12 | ||||||||||||
| Australia | 1 | 1 | ||||||||||||
| Total TJX | 100 | % | 100 | % | ||||||||||
Impact of Foreign Currency Exchange Rates
Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies. We specifically refer to “foreign currency” as the impact of translational foreign currency exchange and mark-to-market of inventory derivatives, as described in detail below. This does not include the impact foreign currency exchange rates can have on various transactions that are denominated in a currency other than an operating division’s local currency, which is referred to as “transactional foreign exchange,” and also described below.
Translation Foreign Exchange
In our Consolidated Financial Statements, we translate the operations of TJX Canada and TJX International from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates between comparable prior periods can result in meaningful variations in assets, liabilities, net sales, net income and earnings per share as well as the net sales and operating results of these segments. Currency translation generally does not affect operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at approximately the same rates within a given period.
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Mark-to-Market Inventory Derivatives
We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX Canada and TJX International. As we have not elected hedge accounting for these instruments, as defined by U.S. generally accepted accounting principles (“GAAP”), we record a mark-to-market gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of the mark-to-market adjustment is effectively offset when the inventory being hedged is paid for. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. The mark-to-market adjustment on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report.
Transactional Foreign Exchange
When discussing the impact on our results of the effect of foreign currency exchange rates on certain transactions, we refer to it as “transactional foreign exchange”. This primarily includes the impact that foreign currency exchange rates may have on the year-over-year comparison of merchandise margin as well as “foreign currency gains and losses” on transactions that are denominated in a currency other than the operating division's local currency. These two items can impact segment margin comparison of our foreign divisions and we have highlighted them when they are meaningful to understanding operating trends.
Cost of Sales, Including Buying and Occupancy Costs
Cost of sales, including buying and occupancy costs, as a percentage of net sales was 69.4% for fiscal 2025, a decrease of 0.6 percentage points compared to 70.0% of net sales for fiscal 2024.
The decrease in the cost of sales ratio, including buying and occupancy costs, was attributable to higher merchandise margin due to higher markon, lower freight costs and lower inventory shrink expense, partially offset by higher supply chain costs.
Selling, General and Administrative Expenses
SG&A expenses, as a percentage of net sales, was 19.4% for fiscal 2025, an increase of 0.1 percentage points compared to 19.3% for fiscal 2024.
The increase in SG&A ratio for fiscal 2025 was due to incremental store wage and payroll costs, partially offset by a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable and the year-over-year benefit from closing HomeGoods’ e-commerce business last year.
Interest (Income) Expense, net
The components of interest (income) expense, net for the last two fiscal years are summarized below:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | |||||||||
| (53 weeks) | |||||||||||
| Interest expense | $ | 78 | $ | 82 | |||||||
| Capitalized interest | (2) | (3) | |||||||||
| Interest (income) | (257) | (249) | |||||||||
| Interest (income) expense, net | $ | (181) | $ | (170) | |||||||
Interest (income) expense, net increased for fiscal 2025 compared to fiscal 2024 due to an increase in interest income driven by a higher average cash balance.
Provision for 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. These rules did not have a material impact on our financial statements for fiscal 2025 and did not materially increase our global tax costs on our fiscal 2025 financial statements. 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 in which we operate.
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The effective income tax rate was 25.0% for fiscal 2025 and fiscal 2024. There were no significant changes to our effective income tax rate for fiscal 2025, compared to fiscal 2024.
Net Income and Diluted Earnings Per Share
Net income was $4.9 billion in fiscal 2025 compared to $4.5 billion in fiscal 2024. Diluted earnings per share in fiscal 2025 were $4.26 compared to $3.86 in fiscal 2024, which included an estimated benefit of $0.10 per share from the 53rd week in fiscal 2024. Foreign currency had a $0.01 positive impact on diluted earnings per share in fiscal 2025 compared to a neutral impact on diluted earnings per share in fiscal 2024.
Segment Information
We operate four segments. In the United States, our Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and our HomeGoods segment operates HomeGoods and Homesense. Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. In addition to our four segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.
We evaluate the performance of our segments based on “segment profit or loss,” which we define as pre-tax income or loss before general corporate expense and interest (income) expense, net, and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as we define the term, may not be comparable to similarly titled measures used by other companies. The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales. These measures of performance should not be considered an alternative to net income or cash flows from operating activities, as an indicator of our performance or as a measure of liquidity.
Presented below is selected financial information related to our segments.
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U.S. SEGMENTS
Marmaxx
| Fiscal Year Ended | ||||||||||||||
| U.S. dollars in millions | February 1, 2025 | February 3, 2024 | ||||||||||||
| (53 weeks) | ||||||||||||||
| Net sales | $ | 34,604 | $ | 33,413 | ||||||||||
| Segment profit | $ | 4,895 | $ | 4,597 | ||||||||||
| Segment profit margin | 14.1 | % | 13.8 | % | ||||||||||
Comp store sales | 4 | % | 6 | % | ||||||||||
| Stores in operation at end of period: | ||||||||||||||
| TJ Maxx | 1,333 | 1,319 | ||||||||||||
| Marshalls | 1,230 | 1,197 | ||||||||||||
| Sierra | 117 | 95 | ||||||||||||
| Total | 2,680 | 2,611 | ||||||||||||
| Selling square footage at end of period (in millions): | ||||||||||||||
| TJ Maxx | 30 | 29 | ||||||||||||
| Marshalls | 27 | 27 | ||||||||||||
| Sierra | 1 | 1 | ||||||||||||
| Total | 58 | 57 | ||||||||||||
Net Sales
Net sales for Marmaxx were $34.6 billion for fiscal 2025, an increase of 4% compared to $33.4 billion for fiscal 2024. The increase in net sales reflects a 4% increase from comp store sales and a 2% increase from non-comp store sales, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.
The increase in comp store sales for fiscal 2025 was driven by an increase in customer transactions. While both Marmaxx home and apparel comp store sales growth were positive, home comp store sales growth outperformed apparel comp store sales growth for fiscal 2025. Geographically, comp store sales growth was positive across all regions.
Segment Profit Margin
Segment profit margin increased to 14.1% for fiscal 2025 compared to a segment profit margin of 13.8% for fiscal 2024. The increase in segment profit margin was primarily driven by higher merchandise margin, partially offset by incremental store wage and payroll costs and higher occupancy and administrative costs. Merchandise margin reflects higher markon and lower inventory shrink expense.
Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of Marmaxx’s net sales for fiscal 2025 and fiscal 2024, and did not have a significant impact on year-over-year segment margin comparisons.
In fiscal 2026, we expect to open 40 Marmaxx net new stores and approximately 20 new Sierra stores, which would increase selling square footage by approximately 2%.
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HomeGoods
| Fiscal Year Ended | ||||||||||||||
| U.S. dollars in millions | February 1, 2025 | February 3, 2024 | ||||||||||||
| (53 weeks) | ||||||||||||||
| Net sales | $ | 9,386 | $ | 8,990 | ||||||||||
| Segment profit | $ | 1,021 | $ | 861 | ||||||||||
| Segment profit margin | 10.9 | % | 9.6 | % | ||||||||||
Comp store sales | 4 | % | 3 | % | ||||||||||
| Stores in operation at end of period: | ||||||||||||||
| HomeGoods | 943 | 919 | ||||||||||||
| Homesense | 72 | 55 | ||||||||||||
| Total | 1,015 | 974 | ||||||||||||
| Selling square footage at end of period (in millions): | ||||||||||||||
| HomeGoods | 17 | 17 | ||||||||||||
| Homesense | 2 | 1 | ||||||||||||
| Total | 19 | 18 | ||||||||||||
Net Sales
Net sales for HomeGoods were $9.4 billion for fiscal 2025, an increase of 4%, compared to $9.0 billion for fiscal 2024. The increase in net sales reflects a 4% increase from comp store sales and a 2% increase from non-comp store sales, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.
The increase in comp store sales for fiscal 2025 reflected an increase in customer transactions, partially offset by a decrease in average basket. Geographically, comp store sales growth was strongest in the West and Midwest regions.
Segment Profit Margin
Segment profit margin increased to 10.9% for fiscal 2025 compared to a segment profit margin of 9.6% for fiscal 2024. The increase in segment profit margin for fiscal 2025 was primarily driven by higher merchandise margin and the year-over-year benefit from closing HomeGoods’ e-commerce business last year, partially offset by incremental store wage and payroll costs. Merchandise margin reflects lower freight costs and higher markon.
In fiscal 2026, we expect to open 30 new HomeGoods stores, of which 9 are expected to be Homesense stores. This would increase selling square footage by approximately 3%.
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FOREIGN SEGMENTS
TJX Canada
| Fiscal Year Ended | ||||||||||||||
| U.S. dollars in millions | February 1, 2025 | February 3, 2024 | ||||||||||||
| (53 weeks) | ||||||||||||||
| Net sales | $ | 5,189 | $ | 5,046 | ||||||||||
| Segment profit | $ | 703 | $ | 715 | ||||||||||
| Segment profit margin | 13.5 | % | 14.2 | % | ||||||||||
Comp store sales | 5 | % | 3 | % | ||||||||||
| Stores in operation at end of period: | ||||||||||||||
| Winners | 307 | 302 | ||||||||||||
| HomeSense | 160 | 158 | ||||||||||||
| Marshalls | 109 | 106 | ||||||||||||
| Total | 576 | 566 | ||||||||||||
| Selling square footage at end of period (in millions): | ||||||||||||||
| Winners | 7 | 7 | ||||||||||||
| HomeSense | 3 | 3 | ||||||||||||
| Marshalls | 2 | 2 | ||||||||||||
| Total | 12 | 12 | ||||||||||||
Net Sales
Net sales for TJX Canada were $5.2 billion for fiscal 2025, an increase of 3% compared to $5.0 billion for fiscal 2024. The increase in net sales reflects a 5% increase in comp store sales and a 2% increase in non-comp store sales, partially offset by a negative foreign currency exchange rate impact of 2% and a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024. The increase in comp store sales was driven by an increase in customer transactions.
Segment Profit Margin
Segment profit margin decreased to 13.5% for fiscal 2025 compared to a segment profit margin of 14.2% for fiscal 2024. The decrease for fiscal 2025 was primarily driven by incremental store wage and payroll costs, third-party supply chain exit costs this year, and the unfavorable year-over-year impact related to an insurance claim recovery last year.
In fiscal 2026, we expect to open 12 new stores in Canada, which would increase selling square footage by approximately 2%.
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TJX International
| Fiscal Year Ended | ||||||||||||||
| U.S. dollars in millions | February 1, 2025 | February 3, 2024 | ||||||||||||
| (53 weeks) | ||||||||||||||
| Net sales | $ | 7,181 | $ | 6,768 | ||||||||||
| Segment profit | $ | 422 | $ | 332 | ||||||||||
| Segment profit margin | 5.9 | % | 4.9 | % | ||||||||||
Comp store sales | 4 | % | 3 | % | ||||||||||
| Stores in operation at end of period: | ||||||||||||||
| TK Maxx | 655 | 644 | ||||||||||||
| Homesense | 75 | 79 | ||||||||||||
| TK Maxx Australia | 84 | 80 | ||||||||||||
| Total | 814 | 803 | ||||||||||||
| Selling square footage at end of period (in millions): | ||||||||||||||
| TK Maxx | 13 | 13 | ||||||||||||
| Homesense | 1 | 1 | ||||||||||||
| TK Maxx Australia | 1 | 1 | ||||||||||||
| Total | 15 | 15 | ||||||||||||
Net Sales
Net sales for TJX International were $7.2 billion for fiscal 2025, an increase of 6% compared to $6.8 billion for fiscal 2024. The increase in net sales reflects a 4% increase in comp store sales, a 3% increase from non-comp store sales and a positive foreign currency exchange rate impact of 1%, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024. The increase in comp store sales was driven by an increase in customer transactions.
E-commerce sales represented less than 4% of TJX International’s net sales for both fiscal 2025 and fiscal 2024.
Segment Profit Margin
Segment profit margin increased to 5.9% for fiscal 2025 compared to a segment profit margin of 4.9% for fiscal 2024. This increase was due to higher merchandise margin, a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable, partially offset by incremental store wage costs. Merchandise margin reflects higher markon and lower markdowns.
In fiscal 2026, we expect to open 22 net new stores in Europe and 6 new stores in Australia, which would increase selling square footage by approximately 3%.
GENERAL CORPORATE EXPENSE
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | |||||||||
| (53 weeks) | |||||||||||
| General corporate expense | $ | 739 | $ | 708 | |||||||
General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our segments. General corporate expenses are primarily included in SG&A expenses. The mark-to-market adjustment of our fuel and inventory hedges is included in cost of sales, including buying and occupancy costs.
The increase in general corporate expense for fiscal 2025 was primarily driven by other administrative costs and share-based compensation costs, partially offset by the favorable year-over-year impacts related to the mark-to-market adjustments on inventory hedges.
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ANALYSIS OF FINANCIAL CONDITION
Liquidity and Capital Resources
Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper. As of February 1, 2025, there were no short-term bank borrowings or commercial paper outstanding. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended February 1, 2025, as described in Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are adequate to meet our operating needs for the foreseeable future.
As of February 1, 2025, we held $5.3 billion in cash. Approximately $1.4 billion of our cash was held by our foreign subsidiaries with $875 million held in countries where we intend to indefinitely reinvest any undistributed earnings. We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 1, 2025. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.
We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. Periodically, we have used, and in the future we may again use, operating cash flow and cash on hand to repay portions of our indebtedness, depending on prevailing market conditions, liquidity requirements, existing economic conditions, contractual restrictions and other factors. As such, we may, from time to time, seek to retire, redeem, prepay or purchase our outstanding debt through redemptions, cash purchases, prepayments, refinancings and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. If we use our operating cash flow and/or cash on hand to repay our debt, it will reduce the amount of cash available for additional capital expenditures.
Operating Activities
Net cash provided by operating activities was $6.1 billion in both fiscal 2025 and fiscal 2024. Our operating cash flows increased by $59 million compared to fiscal 2024 primarily due to a $390 million increase in net income, partially offset by a $215 million decrease in accrued expenses reflecting lower incentive compensation costs.
Investing Activities
Investing activities resulted in net cash outflows of $2.5 billion in fiscal 2025 and $1.7 billion in fiscal 2024. The cash outflows for both periods were primarily driven by capital expenditures. In addition, fiscal 2025 cash outflows include the purchase of our equity method investments related to our joint venture with Grupo Axo and a minority ownership position in BFL.
Net cash used in investing activities include capital expenditures for the last two fiscal years as set forth in the table below:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | |||||||||
| New stores | $ | 176 | $ | 153 | |||||||
| Store renovations and improvements | 788 | 725 | |||||||||
| Office and distribution centers | 954 | 844 | |||||||||
Total capital expenditures | $ | 1,918 | $ | 1,722 | |||||||
We expect our capital expenditures in fiscal 2026 will be in the range of approximately $2.1 billion to $2.2 billion, including approximately $1.0 billion to $1.1 billion for our offices and distribution centers (including information technology systems) to support growth, approximately $0.9 billion for store renovations and approximately $0.2 billion for new stores. We plan to fund these expenditures with our existing cash balances and through internally generated funds.
During fiscal 2025, we entered into a definitive agreement for a joint venture with Axo to hold a 49% ownership stake in MOS, Axo’s off-price, physical store business in Mexico. We have the option to increase our ownership interest in the joint venture over the long term. During the third quarter of fiscal 2025, we completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million. We and Axo both expect to make additional future investments in the joint venture to support the expected growth of the business.
During fiscal 2025, we entered into a definitive agreement to make an investment for a 35% ownership stake in privately held BFL, representing a non-controlling, minority position. During the fourth quarter of fiscal 2025, we completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million.
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We funded these expenditures and investments with our existing cash balances and through internally generated funds.
Financing Activities
Net cash used in financing activities resulted in net cash outflows of $3.8 billion in fiscal 2025 compared to net cash outflows of $4.2 billion in fiscal 2024. The cash outflows for both periods were primarily driven by equity repurchases and dividend payments.
Debt
The cash outflows in fiscal 2024 were due to the repayment of our $500 million 2.500% ten-year Notes due May 2023 during the second quarter of fiscal 2024. For further information regarding long-term debt, see Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements.
Equity
Under our stock repurchase program, we paid $2.5 billion to repurchase and retire 22.3 million shares of our stock in fiscal 2025. We paid $2.5 billion to repurchase and retire 29 million shares of our stock in fiscal 2024.
In February 2025, we announced that our Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $2.5 billion of our common stock from time to time. We currently plan to repurchase approximately $2 billion to $2.5 billion of stock under our stock repurchase programs in fiscal 2026. We determine the timing and amount of repurchases based on our assessment of various factors including excess cash flow, liquidity, economic and market conditions, our assessment of prospects for our business, legal requirements, and other factors. The timing and amount of these purchases may change. As of February 1, 2025, approximately $3.6 billion remained available under our existing stock repurchase programs. For further information regarding equity repurchases, see Note D—Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.
Dividends
We declared quarterly dividends on our common stock which totaled $1.50 per share in fiscal 2025 and $1.33 per share in fiscal 2024. Cash payments for dividends on our common stock totaled $1.6 billion for fiscal 2025 and $1.5 billion for fiscal 2024. We expect to pay quarterly dividends for fiscal 2026 of $0.425 per share, or an annual dividend of $1.70 per share, subject to the declaration and approval by our Board of Directors. This would represent a 13% increase over the per share dividends declared and paid in fiscal 2025.
Contractual Obligations
See the descriptions of our financing arrangements, commitments and contingencies, and contractual obligations outlined below and within the following Notes to Consolidated Financial Statements.
–See Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for future payments under long-term debt arrangements (including current installments).
–See Note L—Leases of Notes to Consolidated Financial Statements. Operating lease liabilities exclude legally binding minimum lease payments for approximately 150 leases signed but not yet commenced and include options to extend lease terms that are now deemed reasonably certain of being exercised according to our Lease Accounting Policy. The balances do not include variable costs for insurance, real estate taxes, other operating expenses and, in some cases, rent payments based on a percentage of sales; these items totaled approximately one-third of the total minimum rent for fiscal 2025.
–See Note M—Accrued Expenses and Other Liabilities, Current and Long Term of Notes to Consolidated Financial Statements for long-term liabilities for which it is not reasonably possible for us to predict when they may be paid, which includes $0.7 billion for employee compensation and benefits and $0.2 billion for uncertain tax positions.
–We also have non-cancellable purchase obligations under purchase orders for merchandise and under agreements for capital items, products and services used in our business, including executive employment and other agreements.
38
CRITICAL ACCOUNTING ESTIMATES
We prepare our Consolidated Financial Statements in accordance with GAAP which requires us to make certain estimates and judgments that impact our reported results. These judgments and estimates are based on historical experience and other factors which we continually review and believe are reasonable. We consider our most critical accounting estimates, involving uncertainty requiring management estimates and judgments, to be those relating to the areas described below.
Inventory Valuation
We use the retail method for valuing inventory for all our businesses except TK Maxx in Australia. The businesses that utilize the retail method have some inventory that is initially valued at cost before the retail method is applied as it has not been fully processed for sale (i.e. inventory in transit and unprocessed inventory in our distribution centers). Under the retail method, the cost value of inventory and gross margins are determined by calculating a cost-to-retail ratio and applying it to the retail value of inventory. It involves management estimates with regard to markdowns and inventory shrinkage. Under the retail method, permanent markdowns are reflected in inventory valuation when the price of an item is reduced. We have a specific policy as to when and how markdowns are to be taken, greatly reducing management’s discretion and the need for management estimates as to markdowns. Inventory shrinkage requires estimating a shrinkage rate for interim periods; however, we take a full physical inventory near the fiscal year-end to determine shrinkage at year-end. We do not generally enter into arrangements with vendors that provide for rebates and allowances that could ultimately affect the value of inventory.
Reserves for Uncertain Tax Positions
Similar to many large corporations, our income and other tax returns and reports are regularly audited by federal, state and local tax authorities in the United States and in foreign jurisdictions where we operate, and such authorities may challenge positions we take. We are engaged in various administrative and judicial proceedings in multiple jurisdictions with respect to assessments, claims, deficiencies and refunds and other tax matters, which proceedings are in various stages of negotiation, assessment, examination, litigation and settlement. The outcomes of these proceedings are uncertain. In accordance with GAAP, we evaluate our uncertain tax positions based on our understanding of the facts, circumstances and information available at the reporting date, and we accrue for exposure when we believe that it is more likely than not, based on the technical merits, that the positions we have taken will not be sustained. However, in the next twelve months and in future periods, the amounts we accrue for uncertain tax positions from time to time or ultimately pay, as the result of the final resolutions of examinations, judicial or administrative proceedings, changes in facts, law, or legal interpretations, expiration of applicable statute of limitations or other resolutions of, or changes in, tax positions may differ either positively or negatively from the amounts we have accrued, and may result in reductions to or additions to accruals, refund claims or payments for periods not currently under examination or for which no claims have been made. Final resolutions of our tax positions or changes in accruals for uncertain tax positions could result in additional tax expense or benefit and could have a material impact on our results of operations of the period in which an examination or proceeding is resolved or in the period in which a changed outcome becomes probable and reasonably estimable.
Loss Contingencies
Certain conditions may exist as of the date the Consolidated Financial Statements are issued that may result in a loss to us but will not be resolved until one or more future events occur or fail to occur. Our management, with the assistance of our legal counsel, assesses such contingent liabilities. Such assessments inherently involve the exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or claims that may result in such proceedings, our legal counsel assists us in evaluating the perceived merits of any legal proceedings or claims as well as the perceived merits of the relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, we will accrue for the estimated liability in the Consolidated Financial Statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be reasonably estimated, we will disclose the nature of the contingent liability, together with an estimate of the range of the possible loss or a statement that such loss is not reasonably estimable.
RECENT ACCOUNTING PRONOUNCEMENTS
For a discussion of any new accounting pronouncements, see Note A—Basis of Presentation and Summary of Accounting Policies of Notes to Consolidated Financial Statements included in this annual report on Form 10-K, including the dates of adoption and estimated effects on our results of operations, financial position or cash flows. We do not expect any other recently issued accounting pronouncements will have a material effect on our Consolidated Financial Statements.
39
ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk
We are exposed to market risks in the ordinary course of business. Some potential market risks are discussed below:
FOREIGN CURRENCY EXCHANGE RISK
We are exposed to foreign currency exchange rate risk on the translation of our foreign operations into the U.S. dollar and on purchases of goods in currencies that are not the local currencies where the goods are sold and on intercompany debt and interest payable between and among our domestic and international operations. Our currency risk primarily relates to our activity in the Canadian dollar, British pound and Euro. As more fully described in Note E—Financial Instruments of Notes to Consolidated Financial Statements, we use derivative financial instruments to hedge a portion of certain merchandise purchase commitments, primarily at our international operations, and a portion of our intercompany transactions with and within our international operations. We enter into derivative contracts only for the purpose of hedging the underlying economic exposure. We utilize currency forward and swap contracts, designed to offset the gains or losses on the underlying exposures. The contracts are executed with banks we believe are creditworthy and are denominated in currencies of major industrial countries. Our foreign exchange risk management policy prohibits us from using derivative financial instruments for trading or other speculative purposes and we do not use any leveraged derivative financial instruments. We have performed a sensitivity analysis assuming a hypothetical 10% movement in the translation of our foreign operations into our reporting currency. The analysis indicated a potential impact of approximately $112 million on our pre-tax income in fiscal 2025 and approximately $105 million in fiscal 2024.
EQUITY PRICE AND OTHER MARKET RISK
The assets of our funded qualified pension plan, a portion of which are equity securities, are subject to the risks and uncertainties of the financial markets. We invest the pension assets (described further in Note I—Pension Plans and Other Retirement Benefits of Notes to Consolidated Financial Statements) in a manner that attempts to manage our exposure to market uncertainties. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risks. A significant decline in the financial markets could adversely affect the value of our pension plan assets and the funded status of our pension plan, resulting in increased required contributions to the plan or other plan-related liabilities. Our pension plan investment policy prohibits the use of derivatives for speculative purposes.
ITEM 8. Financial Statements and Supplementary Data
The information required by this Item may be found on pages F-1 through F-36 of this annual report on Form 10-K.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
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 Securities Exchange Act of 1934, as amended (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 2025 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 1, 2025 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 1, 2025.
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 1, 2025, 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 1, 2025, none of our directors or officers adopted terminated
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 1, 2025 (“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,” “Governance Policies and Practices” 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 and financial 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 Director Code of Business Conduct & 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 Director 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
TJX has an insider trading policy which governs the purchase, sale, and/or other dispositions of its securities by TJX and its officers, directors, Associates, and other covered persons. TJX believes its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the New York Stock Exchange listing standards applicable to TJX. A copy of TJX's Insider Trading Policy and its Pre-Clearance Trading Policy are filed as Exhibit 19.1 and Exhibit 19.2, respectively, to this Annual Report on Form 10-K.
ITEM 11. Executive Compensation
The information required by this Item will appear under the headings “Select Areas of Board Oversight - Compensation 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 1, 2025 | $ | $ | $ | $ | ||||||||||
Fiscal Year Ended February 3, 2024 | $ | $ | $ | $ | ||||||||||
Fiscal Year Ended January 28, 2023 | $ | $ | $ | $ | ||||||||||
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 | 10-K | 3(i).1 | 4/3/2019 | |||||||||||
| 3(ii).1 | 8-K | 3.1 | 9/23/2024 | |||||||||||
| 4.01 | 8-K | 4.1 | 9/12/2016 | |||||||||||
| 4.02 | 8-K | 4.2 | 9/12/2016 | |||||||||||
| 4.03 | 8-K | 4.1 | 4/1/2020 | |||||||||||
| 4.04 | 8-K | 4.4 | 4/1/2020 | |||||||||||
| 4.05 | 8-K | 4.5 | 4/1/2020 | |||||||||||
| 4.06 | 8-K | 4.1 | 12/3/2020 | |||||||||||
| 4.07 | 8-K | 4.2 | 12/3/2020 | |||||||||||
| 4.08 | 10-K | 4.06 | 3/27/2020 | |||||||||||
| 10.01 | 10-Q | 10.2 | 12/4/2018 | |||||||||||
| 10.02 | 10-Q | 10.3 | 12/4/2018 | |||||||||||
| 10.03 | 10-K | 10.03 | 4/3/2019 | |||||||||||
| 10.04 | 10-K | 10.04 | 3/30/2022 | |||||||||||
| 10.05 | ||||||||||||||
| 10.06 | 10-Q | 10.4 | 12/4/2018 | |||||||||||
| 10.07 | 10-K | 10.05 | 4/3/2019 | |||||||||||
| 10.08 | 10-K | 10.07 | 3/30/2022 | |||||||||||
| 10.09 | ||||||||||||||
| 10.10 | 10-K | 10.6 | 4/4/2018 | |||||||||||
| 10.11 | 10-Q | 10.7 | 12/4/2018 | |||||||||||
| 10.12 | 10-K | 10.16 | 4/3/2019 | |||||||||||
| 10.13 | 10-K | 10.17 | 3/31/2021 | |||||||||||
| 10.14 | 10-K | 10.17 | 4/3/2024 | |||||||||||
| 10.15 | 10-K | 10.18 | 4/3/2024 | |||||||||||
| 10.16 | 10-K | 10.19 | 4/3/2024 | |||||||||||
| 10.17 | 10-Q | 10.6 | 11/29/2022 | |||||||||||
| 10.18 | 10-K | 10.7 | 4/4/2018 | |||||||||||
| 10.19 | 10-Q | 10.8 | 12/4/2018 | |||||||||||
43
| Incorporate by Reference | ||||||||||||||
| Exhibit No. | Description | Form | Exhibit No. | Filing Date | ||||||||||
| 10.20 | 10-K | 10.19 | 4/3/2019 | |||||||||||
| 10.21 | 10-K | 10.21 | 3/31/2021 | |||||||||||
| 10.22 | 10-K | 10.25 | 4/3/2024 | |||||||||||
| 10.23 | 10-Q | 10.1 | 8/26/2022 | |||||||||||
| 10.24 | 10-Q | 10.3 | 11/29/2022 | |||||||||||
| 10.25 | 10-Q | 10.2 | 12/1/2015 | |||||||||||
| 10.26 | 10-Q | 10.2 | 11/29/2022 | |||||||||||
| 10.27 | 10-K | 10.19 | 3/29/2016 | |||||||||||
| 10.28 | 10-Q | 10.2 | 5/27/2022 | |||||||||||
| 10.29 | 10-Q | 10.3 | 5/27/2022 | |||||||||||
| 10.30 | 10-K | 10.20 | 3/31/2015 | |||||||||||
| 10.31 | 10-Q | 10.2 | 8/26/2016 | |||||||||||
| 10.32 | 10-Q | 10.1 | 11/29/2023 | |||||||||||
| 10.33 | 10-K | 10.22 | 4/2/2013 | |||||||||||
| 10.34 | 10-K | 10.9 | 4/29/1999 | |||||||||||
| 10.35 | 10-K | 10.10 | 4/28/2000 | |||||||||||
| 10.36 | 10-K | 10.17 | 3/29/2006 | |||||||||||
| 10.37 | 10-K | 10.17 | 3/31/2009 | |||||||||||
| 10.38 | 10-Q | 10.3 | 5/29/2015 | |||||||||||
| 10.39 | 10.K | 10.46 | 3/30/2022 | |||||||||||
| 10.40 | 10-Q | 10.1 | 5/26/2023 | |||||||||||
| 10.41 | 10-K | 10.49 | 4/3/2024 | |||||||||||
| 10.42 | 10-K | 10.55 | 3/29/2023 | |||||||||||
| 10.43 | The Form of TJX Indemnification Agreement for its executive officers and directors*(p) | 10-K | 10(r) | 4/27/1990 | ||||||||||
| 10.44 | 8-K | 10.1 | 6/29/2021 | |||||||||||
| 10.45 | 10-Q | 10.3 | 5/26/2023 | |||||||||||
| 10.46 | 10-Q | 10.2 | 5/26/2023 | |||||||||||
| 19.1 | ||||||||||||||
| 19.2 | ||||||||||||||
| 21 | ||||||||||||||
| 23 | ||||||||||||||
| 24 | ||||||||||||||
44
| Incorporate by Reference | ||||||||||||||
| Exhibit No. | Description | Form | Exhibit No. | Filing Date | ||||||||||
| 31.1 | ||||||||||||||
| 31.2 | ||||||||||||||
| 32.1 | ||||||||||||||
| 32.2 | ||||||||||||||
| 97 | 10-K | 97 | 4/3/2024 | |||||||||||
| 101 | The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, 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 1, 2025, 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 2, 2025 | 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 2, 2025 | John Klinger, as attorney-in-fact | |||||||||
46
The TJX Companies, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For Fiscal Years Ended February 1, 2025, February 3, 2024 and January 28, 2023.
Report of Independent Registered Public Accounting Firm (PCAOB ID | |||||
| Consolidated Financial Statements: | |||||
| Financial Statement Schedule: | |||||
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 1, 2025 and February 3, 2024, 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 1, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February 1, 2025 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 1, 2025, 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 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025 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 1, 2025, 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 $1.6 billion for the year ended February 1, 2025 and has a deferred tax liability net of deferred tax assets of $8 million, including a valuation allowance of $51 million, as of February 1, 2025. 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 tax laws and regulations.
/s/ PricewaterhouseCoopers LLP
April 2, 2025
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 1, 2025 | February 3, 2024 | January 28, 2023 | |||||||||
| (53 weeks) | |||||||||||
| Net sales | $ | $ | $ | ||||||||
| Cost of sales, including buying and occupancy costs | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Impairment on equity investment | |||||||||||
| Interest (income) expense, net | ( | ( | |||||||||
| Income before income taxes | |||||||||||
| Provision for income taxes | |||||||||||
| Net income | $ | $ | $ | ||||||||
| Basic earnings per share | $ | $ | $ | ||||||||
| Weighted average common shares – basic | |||||||||||
| Diluted earnings per share | $ | $ | $ | ||||||||
| Weighted average common shares – diluted | |||||||||||
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 1, 2025 | February 3, 2024 | January 28, 2023 | |||||||||
| (53 weeks) | |||||||||||
| Net income | $ | $ | $ | ||||||||
| Additions to other comprehensive (loss) income, net of tax: | |||||||||||
Foreign currency translation adjustments, net of related tax benefits of $ | ( | ( | |||||||||
Recognition of net gains/(losses) on benefit obligations, net of related tax provisions of $ | |||||||||||
| Reclassifications from other comprehensive (loss) income to net income: | |||||||||||
Amortization of prior service cost and deferred gains, net of related tax benefit of $ | |||||||||||
| Other comprehensive (loss) income, net of tax | ( | ||||||||||
| Total comprehensive income | $ | $ | $ | ||||||||
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 1, 2025 | February 3, 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Merchandise inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Federal, state and foreign income taxes recoverable | ||||||||
| Total current assets | ||||||||
| Net property at cost | ||||||||
| Non-current deferred income taxes, net | ||||||||
| Operating lease right of use assets | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Federal, state and foreign income taxes payable | ||||||||
| Total current liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Non-current deferred income taxes, net | ||||||||
| Long-term operating lease liabilities | ||||||||
| Long-term debt | ||||||||
| Commitments and contingencies (See Note N) | ||||||||
| Shareholders’ equity | ||||||||
Preferred stock, authorized | ||||||||
Common stock, authorized | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive (loss) income | ( | ( | ||||||
| Retained earnings | ||||||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
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 1, 2025 | February 3, 2024 | January 28, 2023 | |||||||||
| (53 weeks) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | $ | ||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment on equity investment | |||||||||||
| Loss on property disposals and impairment charges | |||||||||||
| Deferred income tax provision (benefit) | ( | ||||||||||
| Share-based compensation | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| (Increase) decrease in accounts receivable | ( | ( | |||||||||
| (Increase) decrease in merchandise inventories | ( | ( | |||||||||
| (Increase) decrease in income taxes recoverable | ( | ( | |||||||||
| (Increase) in prepaid expenses and other current assets | ( | ( | ( | ||||||||
| Increase (decrease) in accounts payable | ( | ||||||||||
| Increase (decrease) in accrued expenses and other liabilities | ( | ||||||||||
| (Decrease) increase in income taxes payable | ( | ( | |||||||||
| (Decrease) in net operating lease liabilities | ( | ( | ( | ||||||||
| Other, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Property additions | ( | ( | ( | ||||||||
| Purchase of equity investments | ( | ||||||||||
| Purchases of investments | ( | ( | ( | ||||||||
| Sales and maturities of investments | |||||||||||
| Net cash (used in) investing activities | ( | ( | ( | ||||||||
| Cash flows from financing activities: | |||||||||||
| Payments for repurchase of common stock | ( | ( | ( | ||||||||
| Proceeds from issuance of common stock | |||||||||||
| Cash dividends paid | ( | ( | ( | ||||||||
| Repayment of debt | ( | ||||||||||
| Other | ( | ( | ( | ||||||||
| Net cash (used in) financing activities | ( | ( | ( | ||||||||
| Effect of exchange rate changes on cash | ( | ( | ( | ||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of year | |||||||||||
| Cash and cash equivalents at end of year | $ | $ | $ | ||||||||
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 $ | |||||||||||||||||||
Balance, January 29, 2022 | $ | $ | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||
| Cash dividends declared on common stock | — | — | — | — | ( | ( | ||||||||||||||
| Recognition of share-based compensation | — | — | — | — | ||||||||||||||||
| Issuance of common stock under stock incentive plan and related tax effect | — | |||||||||||||||||||
| Common stock repurchased | ( | ( | ( | — | ( | ( | ||||||||||||||
Balance, January 28, 2023 | $ | $ | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | ||||||||||||||||
| Cash dividends declared on common stock | — | — | — | — | ( | ( | ||||||||||||||
| Recognition of share-based compensation | — | — | — | — | ||||||||||||||||
| Issuance of common stock under stock incentive plan and related tax effect | — | ( | ||||||||||||||||||
| Common stock repurchased | ( | ( | ( | — | ( | ( | ||||||||||||||
Balance, February 3, 2024 | $ | $ | $ | ( | $ | $ | ||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||
| Other comprehensive (loss), net of tax | — | — | — | ( | — | ( | ||||||||||||||
| Cash dividends declared on common stock | — | — | — | — | ( | ( | ||||||||||||||
| Recognition of share-based compensation | — | — | — | — | ||||||||||||||||
| Issuance of common stock under stock incentive plan and related tax effect | — | |||||||||||||||||||
| Common stock repurchased | ( | ( | ( | — | ( | ( | ||||||||||||||
Balance, February 1, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||
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” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the Consolidated Financial Statements of all of TJX’s subsidiaries, all of which are wholly owned. All of the Company's activities are conducted by TJX or its subsidiaries and are consolidated in these Consolidated Financial Statements. All intercompany transactions have been eliminated in consolidation. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method.
Fiscal Year
TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The fiscal year ended February 1, 2025 (“fiscal 2025”) is a 52-week fiscal year. The fiscal year ended February 3, 2024 (“fiscal 2024”) was a 53-week fiscal year, and the fiscal year ended January 28, 2023 (“fiscal 2023”) was a 52-week fiscal year. Fiscal 2026 will be a 52-week fiscal year and will end January 31, 2026.
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 TJX’s 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 TJX’s 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 its fulfillment center costs within 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 segment, see Note G—Segment Information.
Deferred Gift Card Revenue
Proceeds from the sale of gift cards as well as the value of store cards issued to customers as a result of a return or exchange are deferred until the customers use the cards to acquire merchandise, as TJX does not fulfill its performance obligation until the gift card has been redeemed. While gift cards have an indefinite life, substantially all are redeemed in the first year of issuance.
F-9
The following table presents deferred gift card revenue activity:
| In millions | February 1, 2025 | February 3, 2024 | ||||||
| (53 weeks) | ||||||||
| Balance, beginning of year | $ | $ | ||||||
| Deferred revenue | ||||||||
| Effect of exchange rate changes on deferred revenue | ( | ( | ||||||
| Revenue recognized | ( | ( | ||||||
| Balance, end of year | $ | $ | ||||||
In addition to the deferred gift card activity presented in the table above, TJX recognized approximately $1.9 billion in fiscal 2023. 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 $38 million in fiscal 2025, $36 million in fiscal 2024 and $44 million in fiscal 2023.
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 institutional money market funds, bank investment products with major banks (such as time deposits), and high-grade commercial paper.
As of February 1, 2025, TJX’s cash and cash equivalents held outside the U.S. were $1.4 billion, of which $875 million was held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.
F-10
Merchandise Inventories
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.
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.
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 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| (53 weeks) | |||||||||||
| Interest expense | $ | $ | $ | ||||||||
| Capitalized interest | ( | ( | ( | ||||||||
| Interest (income) | ( | ( | ( | ||||||||
| Interest (income) expense, net | $ | ( | $ | ( | $ | ||||||
F-11
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 $1.1 billion in fiscal 2025, $958 million in fiscal 2024, and $879 million in fiscal 2023. TJX had no 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.
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 28, 2023 | $ | $ | $ | $ | ||||||||||
| Effect of exchange rate changes on goodwill | ( | ( | ||||||||||||
| Balance, February 3, 2024 | $ | $ | $ | $ | ||||||||||
| Effect of exchange rate changes on goodwill | ( | ( | ( | |||||||||||
| Balance, February 1, 2025 | $ | $ | $ | $ | ||||||||||
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.
F-12
The following is a roll forward of tradenames:
| Fiscal Year Ended | ||||||||||||||||||||||||||||||||
| February 1, 2025 | February 3, 2024 | |||||||||||||||||||||||||||||||
| 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 | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Indefinite-lived intangible asset: | ||||||||||||||||||||||||||||||||
| Marshalls | $ | $ | — | $ | $ | $ | — | $ | ||||||||||||||||||||||||
TJX occasionally acquires or licenses other trademarks to be used in connection with private label merchandise. Such trademarks are included in other assets and are amortized to cost of sales, including buying and occupancy costs, over their useful life, generally from 7 to 10 years.
Goodwill, tradenames and trademarks, and the related accumulated amortization or impairment if any, are included in the respective 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 2025, fiscal 2024 and fiscal 2023. There were no
Advertising Costs
Foreign Currency Translation
TJX’s foreign assets and liabilities are translated into U.S. dollars at fiscal year-end exchange rates with resulting translation gains and losses included in shareholders’ equity as a component of Accumulated other comprehensive (loss) income. Activity of the foreign operations that affect the Consolidated Statements of Income and Cash Flows is translated at average exchange rates prevailing during the fiscal year.
Loss Contingencies
TJX records a reserve for loss contingencies when it is both probable that a loss will be incurred and the amount of the loss is reasonably estimable. TJX evaluates pending litigation and other contingencies at least quarterly and adjusts the reserve for such contingencies for changes in probable and reasonably estimable losses. TJX includes an estimate for related legal costs at the time such costs are both probable and reasonably estimable.
F-13
Equity Investments
Multibrand Outlet Stores
During fiscal 2025, the Company entered into a definitive agreement for a joint venture with Grupo Axo, S.A.P.I de C.V. (“Axo”) to hold a 49 % ownership stake in Multibrand Outlet Stores S.A.P.I. de C.V. (“MOS”), which operates off-price, physical store businesses in Mexico and includes a total of over 200 stores for its Promoda, Reduced, and Urban Store banners. TJX has the option to increase its ownership interest in the joint venture over the long term. During the third quarter of fiscal 2025, TJX completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting and recorded in Other assets on the Consolidated Balance Sheets.
For the fiscal year ended February 1, 2025, the carrying value of the Company’s equity investment in MOS was $168 million, which exceed its share of MOS’ net assets by approximately $133 million. All of this difference is comprised of goodwill and tradenames. Tradenames are definite-lived intangible assets and are amortized straight-line over their useful lives of 10 years. As of February 1, 2025, the revaluation of the investment from Mexican Pesos to the U.S. dollar resulted in a cumulative translation loss and reduced the carrying value of the investment by $11 million. The cumulative translation loss has been recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive (loss) income.
TJX reports the results of its share of the investments in MOS on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period. Earnings from the Company’s investment are recorded in Selling, general & administrative expenses on the Consolidated Statement of Income. The investment did not have a material impact on its fiscal 2025 results.
Brands for Less
During fiscal 2025, the Company entered into a definitive agreement to acquire a 35 % ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position. BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer. During the fourth quarter of fiscal 2025, TJX completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting and is recorded in Other assets on the Consolidated Balance Sheets.
For the fiscal year ended February 1, 2025, the carrying value of the Company’s equity investment in BFL was $336 million, which exceed its share of BFL net assets by approximately $292 million. All of this difference is comprised of goodwill and a tradename. The tradename is a definite-lived intangible asset and will be amortized straight-line over the useful life of 15 years.
TJX will report the results of its share of the investment with BFL on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period. Earnings from the investment in BFL will be recorded in Selling, general & administrative expenses on the Consolidated Statement of Income. The investment did not have a material impact on its fiscal 2025 results.
Both equity investments are evaluated for indicators of impairment on a periodic basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired. If the Company concludes that there is an other-than-temporary impairment of these equity investments, it will adjust the carrying amount of the investments to the current fair value. As of the end of fiscal 2025, the Company determined that no impairments of its equity method investments existed.
Familia
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-14
Improvements to Income Tax Disclosures
In December 2023, the FASB issued guidance related to improvements to income tax disclosures. The new standard updates the income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The standard also provides for further disclosure comparability. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt this standard for the fiscal 2026 Form 10-K and is currently evaluating the impact of the adoption of this standard on its financial statement disclosures.
Improvements to Disaggregation of Income Statement Expenses
In November 2024, the FASB issued new guidance to enhance the disclosure of expenses by requiring further disaggregation of relevant expenses in a separate note to the financial statements. This standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this adoption on its consolidated financial statement disclosures and plans to adopt this standard for the fiscal 2028 Form 10-K.
SEC Rule Changes
In March 2024, the SEC adopted new rules phasing in for fiscal years beginning on or after January 1, 2025 that will require registrants to provide certain climate-related information in their registration statements and annual reports. In April 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. The Company is currently monitoring the status of these rules and any potential impact on its Consolidated Financial Statements and financial statement disclosures.
Recently Adopted Accounting Standards
Improvements to Reportable Segment Disclosures
Note B. Property at Cost
The following table presents the components of property at cost:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
Land and buildings | $ | $ | $ | ||||||||
Leasehold costs and improvements | |||||||||||
Furniture, fixtures and equipment | |||||||||||
| Total property at cost | $ | $ | $ | ||||||||
| Less accumulated depreciation and amortization | |||||||||||
| Net property at cost | $ | $ | $ | ||||||||
Presented below is information related to carrying values of TJX’s long-lived tangible assets by geographic location:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| United States | $ | $ | $ | ||||||||
| Canada | |||||||||||
| Europe | |||||||||||
| Australia | |||||||||||
| Total long-lived tangible assets | $ | $ | $ | ||||||||
F-15
Note C. Accumulated Other Comprehensive (Loss) Income
Amounts included in Accumulated other comprehensive (loss) income relate to the Company’s foreign currency translation adjustments and deferred gains/(losses) on pension and other post-retirement obligations, 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 2025, fiscal 2024 and fiscal 2023:
| In millions and net of immaterial taxes | Foreign Currency Translation | Deferred Benefit Costs | Accumulated Other Comprehensive (Loss) Income | |||||||||||
| Balance, January 29, 2022 | $ | ( | $ | ( | $ | ( | ||||||||
| Additions to other comprehensive (loss): | ||||||||||||||
| Foreign currency translation adjustments, net of taxes | ( | — | ( | |||||||||||
| Recognition of net gains on benefit obligations, net of taxes | — | |||||||||||||
| Reclassifications from other comprehensive (loss) to net income: | ||||||||||||||
| Amortization of prior service cost and deferred gains, net of taxes | — | |||||||||||||
| Balance, January 28, 2023 | $ | ( | $ | ( | $ | ( | ||||||||
| Additions to other comprehensive (loss): | ||||||||||||||
| Foreign currency translation adjustments, net of taxes | — | |||||||||||||
| Recognition of net gains on benefit obligations, net of taxes | — | |||||||||||||
| Reclassifications from other comprehensive (loss) to net income: | ||||||||||||||
| Amortization of prior service cost and deferred gains, net of taxes | — | |||||||||||||
| Balance, February 3, 2024 | $ | ( | $ | ( | $ | ( | ||||||||
| Additions to other comprehensive (loss): | ||||||||||||||
| Foreign currency translation adjustments, net of taxes | ( | — | ( | |||||||||||
| Recognition of net gains on benefit obligations, net of taxes | — | |||||||||||||
| Reclassifications from other comprehensive (loss) to net income: | ||||||||||||||
| Amortization of prior service cost and deferred gains, net of taxes | — | |||||||||||||
| Balance, February 1, 2025 | $ | ( | $ | $ | ( | |||||||||
Note D. Capital Stock and Earnings Per Share
Capital Stock
In February 2025, 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 $3.6 billion available for repurchase as of February 1, 2025.
The following table provides share repurchases, excluding applicable excise tax:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| Total number of shares repurchased and retired | |||||||||||
| Total cost | $ | $ | $ | ||||||||
All shares repurchased under the stock repurchase programs have been retired. These expenditures were funded by cash generated from operations.
TJX has 5 million shares of authorized but unissued preferred stock, $1 par value.
F-16
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 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| (53 weeks) | |||||||||||
| Basic earnings per share: | |||||||||||
| Net income | $ | $ | $ | ||||||||
| Weighted average common shares outstanding for basic earnings per share calculation | |||||||||||
| Basic earnings per share | $ | $ | $ | ||||||||
| Diluted earnings per share: | |||||||||||
| Net income | $ | $ | $ | ||||||||
| Weighted average common shares outstanding for basic earnings per share calculation | |||||||||||
| Assumed exercise/vesting of stock options and awards | |||||||||||
| Weighted average common shares outstanding for diluted earnings per share calculation | |||||||||||
| Diluted earnings per share | $ | $ | $ | ||||||||
Cash dividends declared per share | $ | $ | $ | ||||||||
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 2025, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2026. The hedge agreements outstanding at February 1, 2025 relate to approximately 50 % of TJX’s estimated notional diesel fuel requirements for fiscal 2026. These diesel fuel hedge agreements will settle throughout fiscal 2026 and the first month of fiscal 2027. 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-17
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 1, 2025 cover merchandise purchases the Company is committed to over the next several months in fiscal 2026. 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 1, 2025:
| 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 1, 2025 | ||||||||||||||||||||||
| Fair value hedges: | |||||||||||||||||||||||||||||
| Intercompany balances, primarily debt: | |||||||||||||||||||||||||||||
| € | £ | Prepaid Exp / (Accrued Exp) | $ | $ | ( | $ | |||||||||||||||||||||||
| A$ | U.S.$ | Prepaid Exp | |||||||||||||||||||||||||||
| U.S.$ | £ | Prepaid Exp | |||||||||||||||||||||||||||
| £ | U.S.$ | (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| € | U.S.$ | Prepaid Exp / (Accrued Exp) | ( | ||||||||||||||||||||||||||
| Economic hedges for which hedge accounting was not elected: | |||||||||||||||||||||||||||||
| Diesel fuel contracts | Fixed on gal per month | Float on gal per month | N/A | (Accrued Exp) | ( | ( | |||||||||||||||||||||||
| Intercompany billings in TJX International, primarily merchandise: | |||||||||||||||||||||||||||||
| € | £ | Prepaid Exp | |||||||||||||||||||||||||||
| Merchandise purchase commitments: | |||||||||||||||||||||||||||||
| C$ | U.S.$ | Prepaid Exp | |||||||||||||||||||||||||||
| C$ | € | Prepaid Exp / (Accrued Exp) | ( | ||||||||||||||||||||||||||
| £ | U.S.$ | Prepaid Exp / (Accrued Exp) | ( | ||||||||||||||||||||||||||
| zł | £ | (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| A$ | U.S.$ | Prepaid Exp / (Accrued Exp) | ( | ||||||||||||||||||||||||||
| U.S.$ | € | Prepaid Exp / (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| Total fair value of derivative financial instruments | $ | $ | ( | $ | |||||||||||||||||||||||||
F-18
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: | |||||||||||||||||||||||||||||
| € | £ | Prepaid Exp / (Accrued Exp) | $ | $ | ( | $ | |||||||||||||||||||||||
| A$ | U.S.$ | Prepaid Exp | |||||||||||||||||||||||||||
| U.S.$ | £ | (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| £ | U.S.$ | Prepaid Exp | |||||||||||||||||||||||||||
| € | U.S.$ | Prepaid Exp / (Accrued Exp) | ( | ||||||||||||||||||||||||||
| Economic hedges for which hedge accounting was not elected: | |||||||||||||||||||||||||||||
| Diesel fuel contracts | Fixed on gal per month | Float on gal per month | N/A | (Accrued Exp) | ( | ( | |||||||||||||||||||||||
| Intercompany billings in TJX International, primarily merchandise: | |||||||||||||||||||||||||||||
| € | £ | Prepaid Exp | |||||||||||||||||||||||||||
| Merchandise purchase commitments: | |||||||||||||||||||||||||||||
| C$ | U.S.$ | Prepaid Exp / (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| C$ | € | (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| £ | U.S.$ | Prepaid Exp / (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| zł | £ | Prepaid Exp / (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| A$ | U.S.$ | Prepaid Exp / (Accrued Exp) | ( | ||||||||||||||||||||||||||
| U.S.$ | € | Prepaid Exp / (Accrued Exp) | ( | ( | |||||||||||||||||||||||||
| Total fair value of derivative financial instruments | $ | $ | ( | $ | ( | ||||||||||||||||||||||||
The impact of derivative financial instruments on the Consolidated Statements of Income is presented below:
| Location of Gain (Loss) Recognized in Income by Derivative | Amount of Gain (Loss) Recognized in Income by Derivative | |||||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | |||||||||||
| (53 weeks) | ||||||||||||||
| Fair value hedges: | ||||||||||||||
| Intercompany balances, primarily debt | $ | $ | $ | |||||||||||
| Economic hedges for which hedge accounting was not elected: | ||||||||||||||
| Diesel fuel contracts | Cost of sales, including buying and occupancy costs | ( | ( | |||||||||||
| Intercompany billings in TJX International, primarily merchandise | Cost of sales, including buying and occupancy costs | ( | ||||||||||||
| Merchandise purchase commitments | Cost of sales, including buying and occupancy costs | ( | ||||||||||||
| Gain (loss) recognized in income | $ | $ | ( | $ | ||||||||||
Included in the table above are realized gains of $14 million in fiscal 2025, realized losses of $23 million in fiscal 2024 and realized gains of $200 million in fiscal 2023, all of which were largely offset by gains and losses on the underlying hedged item.
F-19
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 (also referred to as exit price). The inputs used to measure fair value are generally classified into the following hierarchy:
The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis:
| 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 | |||||||
| Fiscal Year Ended | ||||||||
| In millions | February 1, 2025 | February 3, 2024 | ||||||
| Level 1 | ||||||||
| Assets: | ||||||||
| Executive Savings Plan investments | $ | $ | ||||||
| Level 2 | ||||||||
| Assets: | ||||||||
| Foreign currency exchange contracts | $ | $ | ||||||
| Liabilities: | ||||||||
| Foreign currency exchange contracts | $ | $ | ||||||
| Diesel fuel contracts | ||||||||
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 the Company’s components of long-term debt:
| Fiscal Year Ended | ||||||||||||||
| February 1, 2025 | February 3, 2024 | |||||||||||||
| In millions | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||
| Level 2 | ||||||||||||||
| Long-term debt | $ | $ | $ | $ | ||||||||||
For additional information on long-term debt, see Note J—Long-Term Debt and Credit Lines.
TJX’s cash equivalents are stated at cost, which approximates fair value due to the short maturities of these instruments.
Certain assets and liabilities are measured at fair value on a nonrecurring basis, whereas the majority of assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment. For the years ended February 1, 2025, February 3, 2024 and January 28, 2023, the Company did not record any material impairments to long-lived assets.
F-20
Note G. Segment Information
TJX operates four segments. TJX defines its segments as those operations whose results the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), regularly reviews to analyze performance and allocate resources. 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, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. In addition to the Company’s four segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.
All of TJX’s stores, with the exception of HomeGoods and HomeSense/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 2025 | Fiscal 2024 | Fiscal 2023 | |||||||||
| Apparel: | |||||||||||
| Clothing including footwear | % | % | % | ||||||||
| Accessories including jewelry and beauty | |||||||||||
| Home fashions | |||||||||||
| Total | % | % | % | ||||||||
The CODM regularly reviews net sales by segment and segment profit or loss. There are no significant expense categories or amounts regularly provided to the CODM and included in reported segment profit or loss. As such, no significant expense categories are disclosed in the table below. The CODM evaluates the performance of the Company’s 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-21
Presented below is financial information with respect to TJX’s segments:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| (53 weeks) | |||||||||||
| Marmaxx | |||||||||||
| Net sales | $ | $ | $ | ||||||||
Segment expenses(a) | |||||||||||
| Segment profit | $ | $ | $ | ||||||||
| HomeGoods | |||||||||||
| Net sales | $ | $ | $ | ||||||||
Segment expenses(a) | |||||||||||
| Segment profit | $ | $ | $ | ||||||||
| TJX Canada | |||||||||||
| Net sales | $ | $ | $ | ||||||||
Segment expenses(a) | |||||||||||
| Segment profit | $ | $ | $ | ||||||||
| TJX International | |||||||||||
| Net sales | $ | $ | $ | ||||||||
Segment expenses(a) | |||||||||||
| Segment profit | $ | $ | $ | ||||||||
| Total TJX | |||||||||||
| Net sales | $ | $ | $ | ||||||||
Segment expenses(a) | |||||||||||
| Segment profit | $ | $ | $ | ||||||||
| General corporate expense | |||||||||||
| Impairment on equity investment | |||||||||||
| Interest (income) expense, net | ( | ( | |||||||||
| Income before income taxes | $ | $ | $ | ||||||||
(a) Segment expenses for each reportable segment include cost of sales and selling, general and administrative expenses. Cost of sales includes buying and occupancy costs, cost of merchandise sold, and other expenses. Selling, general and administrative expenses include store payroll and benefit costs, communication costs, and other expenses. Refer to Note A - Basis of Presentation and Summary of Accounting Principles for more information on the classifications.
F-22
Segment information (continued):
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| Identifiable assets: | |||||||||||
| In the United States: | |||||||||||
| Marmaxx | $ | $ | $ | ||||||||
| HomeGoods | |||||||||||
| TJX Canada | |||||||||||
| TJX International | |||||||||||
| Segment identifiable assets | $ | $ | $ | ||||||||
Corporate(a) | |||||||||||
Total identifiable assets | $ | $ | $ | ||||||||
| Capital expenditures: | |||||||||||
| In the United States: | |||||||||||
| Marmaxx | $ | $ | $ | ||||||||
| HomeGoods | |||||||||||
| TJX Canada | |||||||||||
| TJX International | |||||||||||
Total capital expenditures | $ | $ | $ | ||||||||
| Depreciation and amortization: | |||||||||||
| In the United States: | |||||||||||
| Marmaxx | $ | $ | $ | ||||||||
| HomeGoods | |||||||||||
| TJX Canada | |||||||||||
| TJX International | |||||||||||
| Segment depreciation and amortization | $ | $ | $ | ||||||||
Corporate(b) | |||||||||||
| Total depreciation and amortization | $ | $ | $ | ||||||||
(a)Corporate identifiable assets mainly include cash and trust assets from the Executive Savings Plan and in fiscal 2025 includes the equity method investments. Consolidated cash, including that held by foreign entities, is reported with Corporate assets for consistency with segment reporting 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 39 million shares available for future grants as of February 1, 2025. TJX issues shares under the plan from authorized but unissued common stock.
Total compensation cost related to share-based compensation was $183 million, $160 million and $122 million in fiscal 2025, 2024 and 2023, respectively. As of February 1, 2025, there was $232 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-23
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 1, 2025 | February 3, 2024 | January 28, 2023 | |||||||||
| Risk-free interest rate | % | % | % | ||||||||
Dividend yield | % | % | % | ||||||||
| Expected volatility factor | % | % | % | ||||||||
| Expected option life | |||||||||||
| Weighted average fair value of options issued | $ | $ | $ | ||||||||
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 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||||||||||||
| Shares in millions | Options | WAEP | Options | WAEP | Options | WAEP | ||||||||||||||
| Outstanding at beginning of year | $ | $ | $ | |||||||||||||||||
| Granted | ||||||||||||||||||||
| Exercised | ( | ( | ( | |||||||||||||||||
| Forfeitures | ( | ( | ( | |||||||||||||||||
| Outstanding at end of year | $ | $ | $ | |||||||||||||||||
| Options exercisable at end of year | $ | $ | $ | |||||||||||||||||
The total intrinsic value of options exercised was $466 million in fiscal 2025, $278 million in fiscal 2024 and $294 million in fiscal 2023.
The following table summarizes information about stock options outstanding that were expected to vest and stock options outstanding that were exercisable as of February 1, 2025:
Shares (in millions) | Aggregate Intrinsic Value (in millions) | Weighted Average Remaining Contract Life | WAEP | |||||||||||
Options outstanding expected to vest(a) | $ | $ | ||||||||||||
| Options exercisable | ||||||||||||||
| Total outstanding options vested and expected to vest | $ | $ | ||||||||||||
(a)Reflects 9 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 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.
There were no significant modifications to stock awards in fiscal 2025, fiscal 2024 or fiscal 2023.
F-24
A summary of the status of the Company’s non-vested stock awards and changes during fiscal 2025 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 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | ( | ( | |||||||||||
| Forfeited | ( | ( | ( | |||||||||||
| Nonvested at end of year | $ | |||||||||||||
A summary of units granted and the weighted average grant date fair value for total stock awards over the previous two fiscal years is presented below:
| Fiscal Year Ended | ||||||||
| In thousands except grant date fair value | February 3, 2024 | January 28, 2023 | ||||||
| Granted | ||||||||
| Weighted Average Grant Date Fair Value | $ | $ | ||||||
The fair value of awards that vested was $46 million in fiscal 2025, $48 million in fiscal 2024 and $55 million in fiscal 2023.
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 2025, a total of 348 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.
F-25
| Funded Plan Fiscal Year Ended | Unfunded Plan Fiscal Year Ended | |||||||||||||
| In millions | February 1, 2025 | February 3, 2024 | February 1, 2025 | February 3, 2024 | ||||||||||
| Change in projected benefit obligation: | ||||||||||||||
| Projected benefit obligation at beginning of year | $ | $ | $ | $ | ||||||||||
| Service cost | ||||||||||||||
| Actuarial losses (gains) | ( | ( | ( | |||||||||||
| Benefits paid | ( | ( | ( | ( | ||||||||||
| Expenses paid | ( | ( | ||||||||||||
| Plan amendments | ( | |||||||||||||
| Projected benefit obligation at end of year | $ | $ | $ | $ | ||||||||||
| Accumulated benefit obligation at end of year | $ | $ | $ | $ | ||||||||||
| Funded Plan Fiscal Year Ended | Unfunded Plan Fiscal Year Ended | |||||||||||||
| In millions | February 1, 2025 | February 3, 2024 | February 1, 2025 | February 3, 2024 | ||||||||||
| Change in plan assets: | ||||||||||||||
| Fair value of plan assets at beginning of year | $ | $ | $ | $ | ||||||||||
| Actual return on plan assets | ||||||||||||||
| Employer contribution | ||||||||||||||
| Benefits paid | ( | ( | ( | ( | ||||||||||
| Expenses paid | ( | ( | ||||||||||||
| Fair value of plan assets at end of year | $ | $ | $ | $ | ||||||||||
| Reconciliation of funded status: | ||||||||||||||
| Projected benefit obligation at end of year | $ | $ | $ | $ | ||||||||||
| Fair value of plan assets at end of year | ||||||||||||||
| Funded status – excess (asset) obligation | $ | ( | $ | ( | $ | $ | ||||||||
| Net (asset) liability recognized on Consolidated Balance Sheets | $ | ( | $ | ( | $ | $ | ||||||||
| Amounts not yet reflected in net periodic benefit cost and included in Accumulated other comprehensive (loss) income: | ||||||||||||||
| Prior service cost | $ | ( | $ | ( | $ | $ | ||||||||
| Accumulated actuarial losses | ||||||||||||||
| Amounts included in Accumulated other comprehensive (loss) income | $ | $ | $ | $ | ||||||||||
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 $179 million and $166 million is reflected on the Consolidated Balance Sheets in Other assets as of February 1, 2025 and February 3, 2024, respectively. The unfunded plan liability is reflected on the Consolidated Balance Sheets as current liabilities of $7 million and $10 million and a long-term liability of $100 million and $95 million as of February 1, 2025 and February 3, 2024, respectively.
The decrease in the actuarial losses included in Accumulated other comprehensive (loss) income for the funded plan for fiscal 2025 was driven by the impact of higher discount rates offset by a decrease in actual return on plan assets.
F-26
TJX determined the assumed discount rate using the BOND: Link model in fiscal 2025 and fiscal 2024. 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 1, 2025 | February 3, 2024 | February 1, 2025 | February 3, 2024 | |||||||||||
| Discount rate | % | % | % | % | ||||||||||
| Rate of compensation increase | % | % | % | % | ||||||||||
TJX made aggregate cash contributions of $4 million in fiscal 2025 and $12 million in fiscal 2024 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 2026 for the funded plan. The Company anticipates making contributions of $8 million to provide current benefits coming due under the unfunded plan in fiscal 2026.
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 1, 2025 | February 3, 2024 | January 28, 2023 | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||||||||
| Net periodic pension cost: | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Interest cost | ||||||||||||||||||||
| ( | ( | ( | ||||||||||||||||||
| Amortization of prior service cost | ( | |||||||||||||||||||
| Total expense | $ | $ | $ | $ | $ | $ | ||||||||||||||
| Other changes in plan assets and benefit obligations recognized in other comprehensive income: | ||||||||||||||||||||
| Net (gain) loss | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | |||||||||
| Prior service cost (credit) | ( | |||||||||||||||||||
| Amortization of net (loss) | ( | ( | ( | ( | ||||||||||||||||
| Amortization of prior service cost | ||||||||||||||||||||
| Total (gain) loss recognized in other comprehensive income | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||
| Total recognized in net periodic benefit cost and other comprehensive income (loss) | $ | ( | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||
| Weighted average assumptions for expense purposes: | ||||||||||||||||||||
| Discount rate | % | % | % | % | % | % | ||||||||||||||
| Expected rate of return on plan assets | % | % | % | N/A | N/A | N/A | ||||||||||||||
| Rate of compensation increase | % | % | % | % | % | % | ||||||||||||||
TJX develops its long-term rate of return assumption by evaluating input from professional advisors taking into account the asset allocation of the portfolio and long-term asset class return expectations, as well as long-term inflation assumptions.
The unrecognized gains and losses in excess of 10 % of the projected benefit obligation are amortized over the average remaining service life of participants.
F-27
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: | ||||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 through 2035 | ||||||||
The following tables present the fair value hierarchy for pension assets measured at fair value on a recurring basis:
| Funded Plan at February 1, 2025 | |||||||||||
| In millions | Level 1 | Level 2 | Total | ||||||||
| Asset category: | |||||||||||
| Short-term investments | $ | $ | $ | ||||||||
| Equity Securities | |||||||||||
| Fixed Income Securities: | |||||||||||
| Corporate and government bond funds | |||||||||||
| Futures Contracts | |||||||||||
| Total assets in the fair value hierarchy | $ | $ | $ | ||||||||
Assets measured at net asset value(a) | — | — | |||||||||
| Fair value of assets | $ | $ | $ | ||||||||
| Funded Plan at February 3, 2024 | |||||||||||
| In millions | Level 1 | Level 2 | Total | ||||||||
| Asset category: | |||||||||||
| Short-term investments | $ | $ | $ | ||||||||
| Equity Securities | |||||||||||
| Fixed Income Securities: | |||||||||||
| Corporate and government bond funds | |||||||||||
| Futures Contracts | ( | ( | |||||||||
| Total assets in the fair value hierarchy | $ | $ | $ | ||||||||
Assets measured at net asset value(a) | — | — | |||||||||
| Fair value of assets | $ | $ | $ | ||||||||
(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.
F-28
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 1, 2025 | February 3, 2024 | |||||||
| Return-seeking assets | % | % | ||||||
| Liability-hedging assets | % | % | ||||||
| All other – primarily cash | % | % | ||||||
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 30 % and 70 %, respectively, as of February 1, 2025. Risks are sought to be mitigated through asset diversification and the use of multiple investment managers. Investment risk is measured and monitored on an ongoing basis through investment portfolio reviews, annual liability measurements and periodic asset/liability studies.
Other Retirement Benefits
TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for 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 $113 million in fiscal 2025, $103 million in fiscal 2024 and $77 million in fiscal 2023.
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 $10 million in fiscal 2025, $9 million in fiscal 2024 and $6 million in fiscal 2023. 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 $39 million for these programs in fiscal 2025, $32 million for these programs in fiscal 2024 and $29 million in fiscal 2023.
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 2025, $27 million in fiscal 2024 and $25 million in fiscal 2023 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, 2023. 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. In January 2025, the Pension Benefit Guaranty Corporation announced that it approved an application by the Legacy Plan of the UNITE HERE Retirement Fund for Special Financial Assistance under the American Rescue Plan Act of 2021.
F-29
The risks of participating in multiemployer pension plans are different from the risks of single-employer pension plans in certain respects, including the following: (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers; (c) if TJX ceases to have an obligation to contribute to a multiemployer plan in which the Company had been a contributing employer, or in certain other circumstances, the Company may be required to pay to the plan an amount based on the Company’s allocable share of the underfunded status of the plan, referred to as a withdrawal liability.
Note J. Long-Term Debt and Credit Lines
The table below presents long-term debt as of February 1, 2025 and February 3, 2024. All amounts are net of unamortized debt discounts.
| In millions and net of immaterial unamortized debt discounts | February 1, 2025 | February 3, 2024 | ||||||
| General corporate debt: | ||||||||
| Total debt | ||||||||
| Debt issuance costs | ( | ( | ||||||
| Long-term debt | $ | $ | ||||||
The aggregate maturities of long-term debt, inclusive of current installments at February 1, 2025 are as follows:
| In millions | |||||
| Fiscal Year: | |||||
2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Later years | |||||
| Unamortized debt discount | ( | ||||
| Debt issuance costs | ( | ||||
| Aggregate maturities of long-term debt | $ | ||||
Senior Unsecured Notes
As of February 1, 2025, TJX had outstanding $1 billion aggregate principal amount of 2.250 % 10-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-30
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 1, 2025 and February 3, 2024, there were no 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 1, 2025 and February 3, 2024, TJX Canada had a credit line of C$10 5 no no
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 TJX does not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules did not have a material impact on the Company’s financial statements for fiscal 2025 and are not expected to materially increase global tax costs. There remains uncertainty as to the final Pillar Two model rules. The Company is continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions in which TJX operates.
For financial reporting purposes, components of income before income taxes are as follows:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| (53 weeks) | |||||||||||
| United States | $ | $ | $ | ||||||||
| Foreign | |||||||||||
| Income before income taxes | $ | $ | $ | ||||||||
F-31
The provision for income taxes includes the following:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| (53 weeks) | |||||||||||
| Current: | |||||||||||
| Federal | $ | $ | $ | ||||||||
| State | |||||||||||
| Foreign | |||||||||||
| Deferred: | |||||||||||
| Federal | |||||||||||
| State | ( | ||||||||||
| Foreign | |||||||||||
| Provision for income taxes | $ | $ | $ | ||||||||
TJX had net deferred tax (liabilities) assets as follows:
| Fiscal Year Ended | ||||||||
| In millions | February 1, 2025 | February 3, 2024 | ||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforward | $ | $ | ||||||
| Pension, stock compensation, postretirement and employee benefits | ||||||||
| Operating lease liabilities | ||||||||
Accruals and reserves | ||||||||
Other | ||||||||
| Total gross deferred tax assets | $ | $ | ||||||
| Valuation allowance | ( | ( | ||||||
| Total deferred tax asset | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Property, plant and equipment | $ | $ | ||||||
| Capitalized inventory | ||||||||
| Operating lease right of use assets | ||||||||
| Tradename/intangibles | ||||||||
| Undistributed foreign earnings | ||||||||
| Other | ||||||||
| Total deferred tax liabilities | $ | $ | ||||||
| Net deferred tax (liability) asset | $ | ( | $ | |||||
| Non-current asset | $ | $ | ||||||
| Non-current liability | ( | ( | ||||||
| Total | $ | ( | $ | |||||
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 1, 2025. The Company has not provided for federal, state, or foreign withholding taxes on the approximately $1.6 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-32
As of February 1, 2025 and February 3, 2024, for state income tax purposes, TJX had net operating loss carryforwards of $225 million and $318 million respectively. Of that amount, $13 million can be carried forward indefinitely and $212 million will expire, if unused, in the years 2031 through 2045. 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 1, 2025 and $1 million as of February 3, 2024.
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 $338 million as of February 1, 2025 and $439 million as of February 3, 2024. The full amount of the loss carryforwards does 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 $50 million as of February 1, 2025 and $62 million as of February 3, 2024.
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 1, 2025 | February 3, 2024 | January 28, 2023 | |||||||||
| (53 weeks) | |||||||||||
| U.S. federal statutory income tax rate | % | % | % | ||||||||
| Effective state income tax rate | |||||||||||
| Impact of foreign operations | |||||||||||
| Excess share-based compensation | ( | ( | ( | ||||||||
| Tax credits | ( | ( | ( | ||||||||
| Nondeductible/nontaxable items | ( | ||||||||||
| All other | ( | ( | ( | ||||||||
| Worldwide effective income tax rate | % | % | % | ||||||||
There were no significant changes to TJX’s effective income tax rate for fiscal 2025, compared to fiscal 2024.
TJX had net unrecognized tax benefits of $217 million as of February 1, 2025, $228 million as of February 3, 2024 and $265 million as of January 28, 2023.
A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| Balance, beginning of year | $ | $ | $ | ||||||||
| Additions for uncertain tax positions taken in current year | |||||||||||
| Additions for uncertain tax positions taken in prior years | |||||||||||
| Reductions for uncertain tax positions taken in prior years | ( | ( | |||||||||
| Reductions resulting from lapse of statute of limitations | ( | ( | ( | ||||||||
| Settlements with tax authorities | ( | ( | ( | ||||||||
| Balance, end of year | $ | $ | $ | ||||||||
Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition. These items amounted to $212 million as of February 1, 2025, $221 million as of February 3, 2024 and $251 million as of January 28, 2023.
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-33
TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The amount of interest and penalties expensed was $7 million for the fiscal years ended February 1, 2025, $10 million for the fiscal years ended February 3, 2024 and $7 million for the fiscal years ended January 28, 2023. The accrued amounts for interest and penalties are $28 million as of February 1, 2025, $32 million as of February 3, 2024 and $37 million as of January 28, 2023.
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. and Canada are store operating leases, generally for an initial term of ten years with options to extend the lease term for one or more year periods. Leases in Europe generally have an initial term of to fifteen years and leases in Australia generally have an initial term of years, some of which have options to extend. Some 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 1, 2025 | February 3, 2024 | |||||||
| Weighted-average remaining lease term | ||||||||
| Weighted-average discount rate | % | % | ||||||
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 1, 2025 | February 3, 2024 | January 28, 2023 | |||||||||||||
| (53 weeks) | |||||||||||||||||
| Operating lease cost | Cost of sales, including buying and occupancy costs | $ | $ | $ | |||||||||||||
| Variable and short term lease cost | Cost of sales, including buying and occupancy costs | ||||||||||||||||
| Total lease cost | $ | $ | $ | ||||||||||||||
F-34
Supplemental cash flow information related to leases is as follows:
| Fiscal Year Ended | |||||||||||
| In millions | February 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| (53 weeks) | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
| Operating cash flows paid for operating leases | $ | $ | $ | ||||||||
| Lease liabilities arising from obtaining right of use assets | $ | $ | $ | ||||||||
The following table as of February 1, 2025 summarizes the maturity of lease liabilities under operating leases:
| In millions | |||||
| Fiscal Year: | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Later years | |||||
Total lease payments(a) | |||||
Less: imputed interest(b) | |||||
Total lease liabilities(c) | $ | ||||
(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 1, 2025 | February 3, 2024 | ||||||
Employee compensation and benefits, current | $ | $ | ||||||
| Merchandise credits and gift certificates | ||||||||
| Dividends payable | ||||||||
Occupancy costs, including rent, utilities and real estate taxes | ||||||||
| Accrued capital additions | ||||||||
| Sales tax collections and V.A.T. taxes | ||||||||
All other current liabilities | ||||||||
| Total accrued expenses and other current liabilities | $ | $ | ||||||
All other current liabilities primarily include accruals for insurance, customer rewards liability, expenses payable, reserve for sales returns, professional fees, reserve for taxes, advertising, warehouse services, and other items, each of which is individually less than 5 % of current liabilities.
F-35
The major components of other long-term liabilities are as follows:
| Fiscal Year Ended | ||||||||
| In millions | February 1, 2025 | February 3, 2024 | ||||||
| Employee compensation and benefits, long-term | $ | $ | ||||||
| Tax reserve, long-term | ||||||||
| Asset retirement obligation | ||||||||
| All other long-term liabilities | ||||||||
| Total other long-term liabilities | $ | $ | ||||||
Note N. Contingent Obligations, Contingencies, and Commitments
Contingent Contractual Obligations
TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses related to matters including title to assets sold, specified environmental matters or certain income taxes. These obligations are sometimes limited in time or amount. There are no amounts reflected in the Company’s Consolidated Balance Sheets with respect to these contingent obligations.
Legal Contingencies
TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of its business. TJX has accrued immaterial amounts in the accompanying Consolidated Financial Statements for certain of its legal proceedings.
Letters of Credit
TJX had outstanding letters of credit totaling $36 million as of February 1, 2025 and $40 million as of February 3, 2024. 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 1, 2025 | February 3, 2024 | January 28, 2023 | ||||||||
| (53 weeks) | |||||||||||
| Cash paid for: | |||||||||||
| Interest on debt | $ | $ | $ | ||||||||
| Income taxes | |||||||||||
| Non-cash investing and financing activity: | |||||||||||
| Dividends payable | $ | $ | $ | ||||||||
| Property additions | |||||||||||
F-36
Exhibit 10.05
January 31, 2025
Carol Meyrowitz
The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
Re: Letter Agreement
Dear Ms. Meyrowitz,
Reference is made to the employment agreement between you and The TJX Companies, Inc. (“TJX” or “Company”) dated February 1, 2019, as amended (the “Employment Agreement”). Subject to earlier termination as provided therein, your employment with TJX under the Employment Agreement will continue until February 1, 2025. By entering into this letter agreement with TJX (the “Letter Agreement”), you agree to extend your employment with TJX under the terms and conditions of the Employment Agreement, effective as of the date hereof, with the following modifications:
1.Section 1 of the Employment Agreement is hereby amended by replacing the third-to-last sentence thereof with the following: “Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until January 29, 2028 (the ‘End Date’).”
2.The last sentence of Section 3(a) of the Employment Agreement is hereby amended to read in its entirety as follows: “Effective as of February 2, 2025, the rate at which Executive’s Base Salary shall be paid shall be $1,100,000 per year or such other rate (not less than $1,100,000 per year) as the Committee may determine after Committee review not less frequently than annually.”
3.Section 3(c)(ii) of the Employment Agreement (New Awards) is hereby amended to replace “in each of FY2023, FY2024 and FY2025” with “in each of FY2026, FY2027 and FY2028” and to add the following at the end thereof: “For the avoidance of doubt, without limiting the foregoing, during the Employment Period, Executive will be eligible to receive awards under the Stock Incentive Plan at a level commensurate with her position and responsibilities and subject to such terms as shall be established by the Committee, provided that the amount and terms of such awards are no less favorable to Executive than the terms set forth in this Section 3(c) for Annual Stock Awards.”.
Except as otherwise amended by this Letter Agreement, the Employment Agreement shall continue in full force and effect. You acknowledge and agree that your employment with TJX under the Employment Agreement shall continue from and after the date hereof in accordance with the terms of the Employment Agreement, as amended by this Letter Agreement.
If you agree with the foregoing, please so indicate by signing the enclosed copy of this Letter Agreement in the space indicated below and returning it to the Company, whereupon this Letter Agreement will take effect as of the date hereof. This Letter Agreement shall constitute an agreement under seal.
[Signature Page Follows]
1
| THE TJX COMPANIES, INC. | ||||||||||||||
| By: /s/ John Klinger | ||||||||||||||
| Name: John Klinger | ||||||||||||||
| Title: Chief Financial Officer | ||||||||||||||
| EXECUTIVE: | ||||||||||||||
| /s/ Carol Meyrowitz | ||||||||||||||
| Name: Carol Meyrowitz | ||||||||||||||
2
Exhibit 10.09
January 31, 2025
Ernie Herrman
The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
Re: Letter Agreement
Dear Mr. Herrman,
Reference is made to the employment agreement between you and The TJX Companies, Inc. (“TJX” or “Company”) dated February 1, 2019, as amended (the “Employment Agreement”). Subject to earlier termination as provided therein, your employment with TJX under the Employment Agreement will continue until February 1, 2025. By entering into this letter agreement with TJX (the “Letter Agreement”), you agree to extend your employment with TJX under the terms and conditions of the Employment Agreement, effective as of the date hereof, and Section 1 of the Employment Agreement is hereby amended by replacing the third-to-last sentence thereof with the following:
“Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until January 29, 2028 (the ‘End Date’).”
Except as otherwise amended by this Letter Agreement, the Employment Agreement shall continue in full force and effect. You acknowledge and agree that your employment with TJX under the Employment Agreement shall continue from and after the date hereof in accordance with the terms of the Employment Agreement, as amended by this Letter Agreement.
If you agree with the foregoing, please so indicate by signing the enclosed copy of this Letter Agreement in the space indicated below and returning it to the Company, whereupon this Letter Agreement will take effect as of the date hereof. This Letter Agreement shall constitute an agreement under seal.
[Signature Page Follows]
1
| THE TJX COMPANIES, INC. | ||||||||||||||
| By: /s/ Carol Meyrowitz | ||||||||||||||
| Name: Carol Meyrowitz | ||||||||||||||
| Title: Executive Chairman of the Board of Directors | ||||||||||||||
| EXECUTIVE: | ||||||||||||||
| /s/ Ernie Herrman | ||||||||||||||
| Name: Ernie Herrman | ||||||||||||||
2
Exhibit 19.1
 | GLOBAL INSIDER TRADING POLICY | ||||||||||||||||
This Global Insider Trading Policy (“Policy”) applies to all Associates and members of the Board of Directors of The TJX Companies, Inc. and its divisions and subsidiaries worldwide (collectively, “TJX”).
SUMMARY
All Associates and Directors are prohibited from trading in TJX securities when in possession of material, non-public information (“MNPI”) and are prohibited from communicating or tipping others to MNPI.
Directors, executive officers and certain other Associates are also specifically designated as “Restricted” and are prohibited from trading in TJX securities outside of designated trading windows and from certain specific securities transactions. Restricted Associates are notified of their status.
All Associates and Directors are responsible for ensuring that the following individuals (collectively, your “Covered Persons”) comply with this Policy:
•your spouse, and other household members;
•others (including parents or children) if you direct, control, or influence their transactions in securities; and
•entities (such as corporations, LLCs, trusts, partnerships, etc.) and any accounts you have the ability to direct, control, or influence.
Covered Persons cannot trade when you are not permitted to trade, even if you do not disclose any MNPI to them. You are responsible for their compliance with this Policy.
WHAT IS MATERIAL NON-PUBLIC INFORMATION (MNPI)
Material information.
Information is considered material if:
•A reasonable investor would likely consider the information important in deciding whether to buy, sell, or hold securities; or
•It is likely to affect the price of securities.
Information can be material even if it relates to a single division or only a part of TJX’s business and may be either positive or negative. There are many types of material information, so always carefully consider the information you have, and its significance, whenever you intend to trade.
Information not material to TJX may nevertheless be material to another publicly traded company with which TJX has a business relationship (such companies, “Relevant Companies”), including (i) TJX vendors, service providers, contractors or business partners and (ii) companies with which TJX may be negotiating potential transactions, such as an acquisition, investment or sale of assets. In addition, the same information may be material to one or more Relevant Companies.
Non-public information.
Information that has not been effectively disclosed to the public with adequate time for the public to absorb the information is considered non-public information. Information that is only available to Associates, even if it seems to be widely known within TJX, is not considered public.
Information is considered public only when:
•it has been effectively disclosed to the public, and
•the public has had adequate time to absorb the information.
Examples of effective public disclosure include:
•company press releases
•filings with the U.S. Securities and Exchange Commission (the “SEC”)
•company earnings calls
1
WHAT TRANSACTIONS ARE CONSIDERED “TRADING”
Under this Policy, all purchases and sales of stock or other securities (including convertible debt, preferred stock, and debt securities) are considered trading, as is the placing of so-called limit or standing orders to purchase or sell securities.
These rules apply to all your accounts, including non-TJX personal, broker, or other financial accounts. The law and TJX policy prohibit you from trading on MNPI in any transactions that you direct or influence.
This Policy does not prohibit trading in shares of an exchange-traded pooled vehicle, such as a mutual fund, ETF, or index fund, that invests in TJX’s securities. This Policy also does not prohibit having shares withheld to satisfy tax withholding on the vesting of restricted or deferred stock or exercising a TJX-issued option to purchase TJX stock with cash and holding the TJX shares.
Bona fide gifts of TJX securities are not generally considered trading and are not subject to this Policy, unless the person making the gift (1) is in possession of MNPI and (2) has reason to believe that the recipient intends to sell the TJX securities before such information is public or no longer material.
Additionally, all gifts of TJX securities by Pre-clearers are subject to the pre-clearance requirements under our Pre-clearance Trading Policy.
EXPECTATIONS OF ALL ASSOCIATES AND DIRECTORS
No trading of TJX securities when in possession of MNPI. When you have MNPI about TJX, you are prohibited from:
•Trading in TJX securities for yourself (directly or indirectly) or for others.
•Having others trade on your behalf in TJX securities (except for trades under a valid trading plan in a form permitted by TJX and in accordance with applicable law).
•Advising others on trading in TJX securities, whether another Associate or someone outside the Company.
•Assisting anyone in any of these activities.
No trading of Relevant Companies’ securities when in possession of MNPI. In the course of your employment with TJX, you may learn MNPI about a Relevant Company. The prohibitions in this Policy also apply to trading in securities of Relevant Companies when you learn MNPI relating to that company in the course of your employment with, or performance of services on behalf of, TJX.
No Tipping. It is illegal and against TJX policy for you to communicate or tip MNPI to others (including family, friends, other Associates, or advisors) who might then trade while in possession of that information. You are always obligated to keep Company business information confidential in accordance with TJX policies, but it is particularly important when information could be important to an investor. Do not share MNPI with family, friends, acquaintances, vendors, service providers, business partners, or anyone else outside the Company—even if you don’t think they will understand or act on such information.
No exceptions for hardship, need, or small transactions. These prohibitions apply even if you are acting independently from MNPI you possess, so even if:
•you made the decision to trade before you had the MNPI;
•you need funds for an emergency;
•the transaction is small; or
•you will suffer financial harm by waiting.
Post-departure transactions. If you have MNPI about TJX when you leave TJX, the law requires that you refrain from trading in TJX securities until that information is public or no longer material.
2
ADDITIONAL EXPECTATIONS OF RESTRICTED ASSOCIATES AND DIRECTORS
Directors, executive officers and other Associates who are eligible for stock options or stock awards, and Associates with regular access to certain kinds of information at the Company are Restricted Associates under this Policy and are subject to additional requirements. Restricted Associates are informed of their status. This designation may change from time to time, particularly if your position at TJX changes, including by promotion or other role change. You will be notified of any changes to your status.
Trading windows. Restricted Associates and their Covered Persons are prohibited from trading in TJX securities outside of designated trading windows. Restricted Associates will be notified of the designated trading windows, which generally follow each quarterly earnings’ announcement. Generally, Restricted Associates may trade during an open window if they do not have MNPI.
This Policy does not guarantee that Restricted Associates will be able to trade during open trading windows. Even during an open trading window, Restricted Associates cannot trade if they have MNPI. While open trading windows are generally an appropriate time to trade, TJX cannot predict whether you will possess MNPI during these periods and, as a result, whether it will be possible for you to trade during the windows.
From time to time for event-specific reasons, TJX may close or not open a window for a specific group of Associates while opening it or leaving it open for others. If you are notified (typically from the Company’s Finance or Legal departments) that you are subject to a shortened or closed trading window, do not communicate that to other Associates. If a trading window is open to other Associates but closed to you, you and your Covered Persons may not trade even if you think you do not possess MNPI.
Limit or standing orders must be closed when a trading window closes. Limit or standing orders can only be entered into during an open trading window and, unless part of a valid trading plan, can only cover trades during that window, must expire or be terminated at the end of the window, and should be terminated if you become aware of MNPI.
Trading plans. A 10b5-1 trading plan (“trading plan”) is a mechanism that allows insiders to plan for future trading that may avoid violating insider trading rules. Trades pursuant to a properly implemented trading plan are an exception to the prohibition under this Policy of trading outside of windows. Note that trading plans must comply with TJX guidelines, can only be entered into during an open trading window, and are subject to other restrictions. Restrictions and guidelines are included in Appendix I.
No hedging, short sales, or similar transactions. Restricted Associates and their Covered Persons may not engage in short term or speculative transactions in TJX securities or in other transactions that may lead to inadvertent violations of insider trading laws. These individuals are not permitted to do any of the following:
X Hedging Transactions. Directly or indirectly engage in any hedging activity with respect to TJX securities (activity that includes purchasing financial instruments designed to offset the potential loss from adverse changes in the market value of company stock, such as trading in investment instruments like put or call options, forward contracts, equity swaps, collars, or exchange funds).
X Derivative Securities. Trading in TJX options, puts or calls, or other derivative TJX securities on an exchange or other organized market.
X Short Sales. Selling TJX securities “short” (activity that involves betting on and profiting from a drop in a security’s price by borrowing a security and selling it on the open market, planning to repurchase later for less money).
X Margining or Pledging. Holding TJX securities in a margin account or pledging TJX securities as collateral for a loan.
3
ADDITIONAL EXPECTATIONS OF PRE-CLEARERS
Members of the TJX Board of Directors, executive officers and a small number of other TJX executives must also personally clear in advance all transactions in TJX securities (unless as part of a valid trading plan). These Pre-clearers are informed of their status and must also follow the TJX Global Insider Trading Policy for Pre-clearers.
TRADING BY THE TJX COMPANIES, INC.
While this Policy focuses on trading by individuals and entities with relationships to TJX, TJX also seeks to comply with all applicable laws when TJX transacts in its own securities. TJX strives to avoid engaging in transactions in respect of TJX securities, or adopting any securities repurchase plans, when it is in possession of MNPI concerning itself, other than in compliance with applicable law.
QUESTIONS
Each of us has the individual responsibility to comply with securities laws and this Policy. Compliance is of the utmost importance, both for TJX and you. If you have any questions about this Policy, please contact tradingQs@tjx.com.
The rules relating to insider trading are complex, fact specific, and can carry serious consequences, including significant fines and possible imprisonment. If you have questions about your ability to trade in a given instance, you may contact Merrill Lynch or tradingQs@tjx.com for information and are also encouraged to seek specific advice from your own advisor or counsel. Please note that responses from tradingQs@tjx.com are not legal advice or a guarantee that all legal requirements have been met or that no liability will arise from your trade and are intended as helpful information only.
4
APPENDIX I—RULE 10B5-1 TRADING PLANS
This Appendix provides more information about Rule 10b5-1 trading plans, which are voluntary and allow Directors and Associates to plan for future trades outside of trading windows.
A trading plan is a formal, written, pre-arranged plan to buy or sell securities. Certain kinds of trading plans, sometimes called “Rule 10b5-1” or “10b5-1” plans referring to the legal rule that provides guidelines for their structure, are intended to provide protection against allegations of insider trading (although they are not a guarantee against a claim).
Directors, Associates, and their Covered Persons may plan for future trades outside of trading windows by effectively entering into Rule 10b5-1 trading plans for TJX securities. These plans may only be entered into during open trading windows and when the individual is not in possession of MNPI. The plans may only be of a type permitted by TJX and are subject to TJX guidelines.
Rule 10b5-1 trading plans are permitted but must comply with TJX guidelines. TJX permits you and your Covered Persons to enter into Rule 10b5 -1 trading plans with respect to TJX securities, subject to these guidelines:
/Plans may only be entered into during open trading windows. If you are a Pre-clearer, entering into a Plan must be pre-cleared (as described in the Pre-clearance Trading Policy).
/To provide a cooling-off period before trading begins, the trading period covered by a plan must begin at least 30 days after the date the trading plan is entered into unless you are required to make Section 16 filings related to your TJX securities (“Section 16 filer”). The trading period covered by a plan entered into by Section 16 filers must not begin until the later of (i) 90 days after a plan is adopted or modified and (ii) two business days after TJX’s Form 10-K or Form 10-Q is filed for the fiscal quarter in which the plan is adopted or modified (not to exceed 120 days).
/Plans must provide a formulaic trading plan or specify the amount, pricing, and timing of transactions in advance; plans cannot permit discretionary trading by a third party.
/Once a Rule 10b5-1 trading plan is adopted, you cannot exercise any influence over the amount, price, or timing of the trades.
/Securities may only be covered by one plan at a time (so, for example, the same stock option grant cannot be subject to two plans with overlapping trading periods).
/Only one single-trade plan may be entered into in any 12-month period.
/Any amendment of a plan will be treated like entering a new plan, including for purposes of the relevant cooling off period.
No further pre-approval of transactions under Rule 10b5-1 trading plans adopted in accordance with these guidelines is required under this Policy.
Please note, trading plans take time to complete, so if you plan to enter into one during a trading window, consider doing so earlier in the window. You cannot enter into a trading plan outside of an open window.
If you are interested in entering into a Rule 10b5-1 trading plan for TJX securities, please contact the Corporate Treasurer’s office.
5
Exhibit 19.2
 | PRE-CLEARANCE TRADING POLICY | ||||||||||||||||
SUMMARY
Members of the TJX Board of Directors, our executive officers and certain other TJX executives are pre-clearers and must personally clear in advance all transactions in TJX securities (unless as part of an appropriate 10b5-1 trading plan). Pre-clearers are informed of their status and must follow this Pre-clearance Trading Policy. Pre-clearers are also required to follow all requirements laid out in The TJX Global Insider Trading Policy.
ADDITIONAL EXPECTATIONS OF ALL PRE-CLEARERS
Pre-clearance Required for All Transactions. Before Pre-clearers or their Covered Persons commit to any proposed transaction in TJX securities, even during an open trading window, they must pre-clear the transaction with one of the pre-clearance officers, listed below. The only exceptions are transactions under a valid, pre-cleared, pre-established Rule 10b5-1 trading plan permitted by TJX. Please note:
/Your broker or other representative may not pre-clear the transaction on your behalf.
/You should provide the officer from whom you are seeking pre-clearance all relevant information about any proposed transaction, including any contemplated related sales or other transactions.
/If you feel you might be in possession of material, non-public information, you should discuss that with the designated officer.
Dividend Reinvestment Prohibition. In addition to the transactions prohibited for all Restricted Associates under The Global Insider Trading Policy, Pre-clearers are further prohibited from participating in any dividend reinvestment plan with respect to TJX securities.
The officers to contact for pre-clearance are the Chief Financial Officer, the General Counsel, and the Corporate Treasurer. Pre-clearers will be notified if there are any changes to the officers who can pre-clear under this Policy.
Exhibit 21
SUBSIDIARIES
All of the following subsidiaries are either directly or indirectly owned by The TJX Companies, Inc.
| Operating Subsidiaries | State or Jurisdiction of Incorporation or Organization | Name Under Which Does Business (if Different) | ||||||
| T.J. Maxx of CA, LLC | Virginia | |||||||
| T.J. Maxx of IL, LLC | Virginia | |||||||
| TJX Digital, Inc. | Delaware | T.J. Maxx, Marshalls | ||||||
| Arizona Merchants, LLC | Arizona | |||||||
| NBC Charlotte Merchants, LLC | North Carolina | |||||||
| NBC Distributors, LLC | Massachusetts | |||||||
| NBC Manteca Merchants, Inc. | California | |||||||
| NBC Merchants, LLC | Indiana | |||||||
| NBC Nevada Merchants, LLC | Nevada | |||||||
| NBC Philadelphia Merchants, Inc. | Pennsylvania | |||||||
| NBC Pittston Merchants, LLC | Pennsylvania | |||||||
| NBC San Antonio Merchants, LLC | Delaware | |||||||
| TJX Digital Memphis Merchants, LLC | Delaware | |||||||
| TJX Digital Dayton Merchants, LLC | Delaware | |||||||
| Marshalls of Beacon, VA., Inc. | Virginia | |||||||
| Marshalls of CA, LLC | Virginia | |||||||
| Marshalls of Elizabeth, NJ, Inc. | New Jersey | |||||||
| Marshalls of IL, LLC | Virginia | |||||||
| Marshalls of MA, Inc. | Massachusetts | |||||||
| Marshalls of Richfield, MN., Inc. | Minnesota | |||||||
| Newton Buying Company of CA, Inc. | Virginia | Marshalls | ||||||
| Marshalls Atlanta Merchants, Inc. | Georgia | |||||||
| Marshalls Bridgewater Merchants, Inc. | Virginia | |||||||
| Marshalls of Nevada, Inc. | Nevada | |||||||
| Marshalls Woburn Merchants, Inc. | Massachusetts | |||||||
| Marshalls El Paso Merchants, LLC | Delaware | |||||||
| Marmaxx Operating Corp. | Virginia | T.J.Maxx, Marshalls | ||||||
| HomeGoods, LLC | Delaware | HomeGoods, Homesense | ||||||
| H.G. AZ Merchants, LLC | Arizona | |||||||
| H.G. Conn. Merchants, LLC | Connecticut | |||||||
| H.G. Georgia Merchants, LLC | Georgia | |||||||
| H.G. Indiana Distributors, LLC | Indiana | |||||||
| HomeGoods Ohio Merchants LLC | Delaware | |||||||
| HomeGoods Imports Corp. | Delaware | |||||||
| HomeGoods Fort Worth Merchants, LLC | Delaware | |||||||
| Sierra Trading Post, Inc. | Wyoming | Sierra | ||||||
| STP Retail, LLC | Wyoming | |||||||
| Concord Buying Group, LLC | New Hampshire | |||||||
| NBC Apparel, Inc. | Delaware | |||||||
-1-
Exhibit 21
| Operating Subsidiaries | State or Jurisdiction of Incorporation or Organization | Name Under Which Does Business (if Different) | ||||||
| NBC Apparel, LLC | Delaware | |||||||
| NBC Attire Inc. | Massachusetts | |||||||
| NBC GP, LLC | Delaware | |||||||
| NBC Holding, Inc. | Delaware | |||||||
| NBC Manager, LLC | Delaware | |||||||
| NBC Operating, LP | Delaware | |||||||
| NBC Trading, Inc. | Delaware | |||||||
| NBC Trust | Massachusetts | |||||||
| Newton Buying Corp. | Delaware | |||||||
| Newton Buying Imports, Inc. | Delaware | |||||||
| Strathmex Corp. | Delaware | |||||||
| TJX Incentive Sales, Inc. | Virginia | |||||||
| OCP Investments, Inc. | Delaware | |||||||
| TJX Australia Holding Company Pty Limited | Australia | |||||||
| TJX Australia Merchants Pty Limited | Australia | |||||||
| TJX Australia Pty Limited | Australia | T.K. Maxx | ||||||
| TJX Austria Holding GmbH | Austria | |||||||
| TJX Oesterreich Ltd. & Co. KG | Austria | T.K. Maxx | ||||||
| NBC Atlantic Holding Ltd | Bermuda | |||||||
| NBC Atlantic Ltd | Bermuda | |||||||
| WMI-1 Holding Company | Nova Scotia, Canada | |||||||
| WMI-99 Holding Company | Nova Scotia, Canada | |||||||
| Winners Merchants International L.P. | Ontario, Canada | Winners, HomeSense & Marshalls | ||||||
| T.K. Maxx Holding GmbH | Germany | |||||||
| T.K. Maxx Management GmbH | Germany | |||||||
| TJX Deutschland Ltd & Co. KG | Germany | T.K. Maxx | ||||||
| TJX Distribution Ltd & Co. KG | Germany | |||||||
| NBC Hong Kong Merchants Limited | Hong Kong | |||||||
| NBC Fashion India Private Limited | India | |||||||
| TJX Global Capability Center Private Limited | India | |||||||
| TJX Ireland Unlimited Company | Ireland | T.K. Maxx, HomeSense | ||||||
| TJX Germany Limited | Ireland | |||||||
| TJX Italy Merchants S.r.l. | Italy | |||||||
| NBC Fashion Mexico, S. DE R.L. DE C.V. | Mexico | |||||||
| TJX Nederland B.V. | Netherlands | T.K. Maxx | ||||||
| TJX European Distribution Sp. Z o.o | Poland | |||||||
| TJX Poland Sp. Z o.o | Poland | T.K. Maxx | ||||||
| New York Department Stores de Puerto | Puerto Rico | T.J. Maxx, Marshalls & | ||||||
| Rico, Inc. | HomeGoods | |||||||
| TJX Trading Spain, S.L.U. | Spain | |||||||
| NBC Europe Ltd | United Kingdom | |||||||
| TJX Europe Buying Limited | United Kingdom | |||||||
-2-
Exhibit 21
| Operating Subsidiaries | State or Jurisdiction of Incorporation or Organization | Name Under Which Does Business (if Different) | ||||||
| TJX Europe Buying Group Limited | United Kingdom | |||||||
| TJX Europe Buying (Deutschland) Limited | United Kingdom | |||||||
| TJX Europe Buying (Polska) Limited | United Kingdom | |||||||
| TJX Europe Limited | United Kingdom | |||||||
| TJX Austria Management Limited | United Kingdom | |||||||
| TJX UK | United Kingdom | T.K. Maxx, Homesense | ||||||
| TJX UK Property Limited | United Kingdom | |||||||
| TK Maxx | United Kingdom | |||||||
| TJX Vietnam Company Limited | Vietnam | |||||||
| Leasing Subsidiaries | State or Jurisdiction of Incorporation or Organization | Name Under Which Does Business (if Different) | ||||||
| AJW South Bend Realty, LLC | Indiana | |||||||
| NBC First Realty Corp. | Indiana | |||||||
| NBC Fourth Realty Corp. | Nevada | |||||||
| NBC Second Realty Corp. | Massachusetts | |||||||
| NBC Seventh Realty Corp. | Pennsylvania | |||||||
| NBC Sixth Realty Corp. | North Carolina | |||||||
-3-
Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-267095, 333-189511, 333-169297, 333-162218, 333-116277, 333-86966, 333-63293, and 333-35073) of The TJX Companies, Inc. of our report dated April 2, 2025, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 2, 2025
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ernie Herrman and John Klinger and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the form 10-K to be filed by The TJX Companies, Inc. for the fiscal year ended February 1, 2025 and any or all amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ José B. Alvarez José B. Alvarez, Director | /s/ Amy B. Lane Amy B. Lane, Director | |||||||
/s/ Alan M. Bennett Alan M. Bennett, Director | /s/ Carol Meyrowitz Carol Meyrowitz, Executive Chairman of the Board of Directors | |||||||
/s/ Rosemary T. Berkery Rosemary T. Berkery, Director | /s/ Jackwyn L. Nemerov Jackwyn L. Nemerov, Director | |||||||
/s/ David T. Ching David T. Ching, Director | /s/ Charles F. Wagner, Jr. Charles F. Wagner, Jr., Director | |||||||
/s/ C. Kim Goodwin C. Kim Goodwin, Director | ||||||||
Dated: April 2, 2025 | ||
Exhibit 31.1
Section 302 Certification
CERTIFICATION
I, Ernie Herrman, certify that:
| 1. | I have reviewed this annual report on Form 10-K of The TJX Companies, Inc.; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |||||||
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: April 2, 2025 | /s/ Ernie Herrman | |||||||||||||
| Name: Ernie Herrman Title: Chief Executive Officer and President | ||||||||||||||
Exhibit 31.2
Section 302 Certification
CERTIFICATION
I, John Klinger, certify that:
| 1. | I have reviewed this annual report on Form 10-K of The TJX Companies, Inc.; | |||||||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||||||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||||||
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |||||||
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |||||||
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |||||||
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |||||||
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |||||||
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |||||||
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |||||||
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |||||||
Date: April 2, 2025 | /s/ John Klinger | |||||||||||||
| Name: John Klinger Title: Chief Financial Officer | ||||||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Executive Officer of The TJX Companies, Inc. (the “Company”), does hereby certify that to my knowledge:
| 1 | the Company’s Form 10-K for the fiscal year ended February 1, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| 2 | the information contained in the Company’s Form 10-K for the fiscal year ended February 1, 2025 fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
| /s/ Ernie Herrman | |||||||||||
| Name: | Ernie Herrman | ||||||||||
| Title: | Chief Executive Officer and President | ||||||||||
Dated: April 2, 2025
Exhibit 32.2
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Chief Financial Officer of The TJX Companies, Inc. (the “Company”), does hereby certify that to my knowledge:
| 1 | the Company’s Form 10-K for the fiscal year ended February 1, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||||
| 2 | the information contained in the Company’s Form 10-K for the fiscal year ended February 1, 2025 fairly presents, in all material respects, the financial condition and results of operations of the Company. | ||||
| /s/ John Klinger | |||||||||||
| Name: | John Klinger | ||||||||||
| Title: | Chief Financial Officer | ||||||||||
Dated: April 2, 2025