Item 16. Form 10-K Summary

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

												THE TJX COMPANIES, INC.
																		/s/ SCOTT GOLDENBERG
Dated:			March 27, 2020															Scott Goldenberg, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

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

						*BY			/s/ SCOTT GOLDENBERG
Dated:			March 27, 2020						Scott Goldenberg, as attorney-in-fact

The TJX Companies, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended February 1, 2020, February 2, 2019 and February 3, 2018.

Report of Independent Registered Public Accounting Firm			F-2
Consolidated Financial Statements:
Consolidated Statements of Income			F-4
Consolidated Statements of Comprehensive Income			F-5
Consolidated Balance Sheets			F-6
Consolidated Statements of Cash Flows			F-7
Consolidated Statements of Shareholders’ Equity			F-8
Notes to Consolidated Financial Statements			F-9
Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts			40

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, 2020 and February 2, 2019, and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2020, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February 1, 2020 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, 2020, 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, 2020 and February 2, 2019, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2020 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, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts for leases on February 3, 2019. This matter is also described in the “Critical Audit Matters” section of our report.

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.

Emphasis of Matter

As discussed in Note Q Subsequent Event, effective March 19, 2020, the Company closed all of its stores for at least two weeks and has temporarily closed its online businesses, its distribution centers and its offices in response to COVID-19. At this point, the Company cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on the Company’s business, results of operations, financial position and cash flows in the year ending January 30, 2021. Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note Q.

F-2

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.

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.

Adoption of the Leases Accounting Standard

As described above and in Note A to the consolidated financial statements, the Company adopted the new leases accounting standard as of February 3, 2019. This resulted in the Company recording right of use (ROU) assets and lease liabilities of $9 billion. Management made an accounting policy election to keep leases with a term of twelve months or less off the consolidated balance sheets and recognizes the lease payments on a straight-line basis over the lease term. At the inception of an arrangement, management determines if the arrangement is a lease based on assessment of the terms and conditions of the contract. Operating lease ROU assets and lease liabilities are recognized at possession date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, nor is one readily available, management uses the Company’s incremental borrowing rate based on the information available at possession date in determining the present value of future lease payments. The incremental borrowing rate is calculated based on the US Consumer Discretionary yield curve and adjusted for collateralization and foreign currency impact for TJX International and Canada leases.

The principal considerations for our determination that performing procedures relating to the adoption of the leases accounting standard is a critical audit matter are there was a high degree of subjectivity and effort in performing procedures and in evaluating audit evidence with respect to management’s conclusions relating to identifying the population of contracts within the scope of the standard and in evaluating the lease term and incremental borrowing rate used to calculate the right of use asset and lease liability for each lease. Also, there was significant audit effort in performing our procedures due to the large volume of contracts that management evaluated under the new accounting standard and the significance of the ROU asset and lease liability balances recorded at the adoption date.

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 adoption of the new leases accounting standard. These procedures also included, among others, (i) evaluating the appropriateness of accounting policies established by management in connection with the adoption of the new standard, (ii) evaluating management’s process and conclusions for determining whether contracts contain a lease, on a sample basis by independently evaluating the contract terms, (iii) evaluating the reasonableness of the incremental borrowing rate involved comparing the interest rates to observable yield curves that are similar to the lease terms and have a similar credit rating as the Company, and (iv) testing the inputs to management’s calculation of the ROU asset and lease liability, on a sample basis, for completeness and accuracy by comparing them to the underlying contract.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

March 27, 2020

We have served as the Company’s auditor since 1962.

F-3

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

			Fiscal Year Ended
			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Net sales			$	41,716,977		$	38,972,934		$	35,864,664
Cost of sales, including buying and occupancy costs			29,845,780			27,831,177			25,502,167
Selling, general and administrative expenses			7,454,988			6,923,564			6,375,071
Impairment of goodwill and other long-lived assets, related to Sierra			—			—			99,250
Pension settlement charge			—			36,122			—
Interest expense, net			10,026			8,860			31,588
Income before provision for income taxes			4,406,183			4,173,211			3,856,588
Provision for income taxes			1,133,990			1,113,413			1,248,640
Net income			$	3,272,193		$	3,059,798		$	2,607,948
Basic earnings per share			$	2.71		$	2.47		$	2.05
Weighted average common shares – basic			1,208,163			1,241,153			1,273,654
Diluted earnings per share			$	2.67		$	2.43		$	2.02
Weighted average common shares – diluted			1,226,519			1,259,252			1,292,209

The accompanying notes are an integral part of the financial statements.

F-4

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

IN THOUSANDS

			Fiscal Year Ended
			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Net income			$	3,272,193		$	3,059,798		$	2,607,948
Additions to other comprehensive loss:
Foreign currency translation adjustments, net of related tax benefits of $1,189 and $8,233 in fiscal 2020 and 2019, respectively, and provision of $36,929 in fiscal 2018			(3,943)			(192,664)			211,752
Gain on net investment hedges, net of related tax provision of $7,113 in fiscal 2019			—			19,538			—
Recognition of net gains/losses on benefit obligations, net of related tax benefits of $20,489 and $19,813 in fiscal 2020 and 2019, respectively, and provision of $8,989 in fiscal 2018			(56,275)			(54,420)			24,691
Reclassifications from other comprehensive loss to net income:
Pension settlement charge, net of related tax provision of $9,641 in fiscal 2019			—			26,481			—
Amortization of loss on cash flow hedge, net of related tax provisions of $303, $304, and $438 in fiscal 2020, 2019 and 2018, respectively			831			847			696
Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $6,019, $4,280, and $9,592, in fiscal 2020, 2019 and 2018, respectively			16,537			11,756			15,228
Other comprehensive (loss) income, net of tax			(42,850)			(188,462)			252,367
Total comprehensive income			$	3,229,343		$	2,871,336		$	2,860,315

The accompanying notes are an integral part of the financial statements.

F-5

THE TJX COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

			Fiscal Year Ended
			February 1, 2020			February 2, 2019
ASSETS
Current assets:
Cash and cash equivalents			$	3,216,752		$	3,030,229
Accounts receivable, net			386,261			346,298
Merchandise inventories			4,872,592			4,579,033
Prepaid expenses and other current assets			415,017			513,662
Total current assets			8,890,622			8,469,222
Net property at cost			5,325,048			5,255,208
Non-current deferred income taxes, net			12,132			6,467
Operating lease right of use assets			9,060,332			—
Goodwill			95,546			97,552
Other assets			761,323			497,580
TOTAL ASSETS			$	24,145,003		$	14,326,029
LIABILITIES
Current liabilities:
Accounts payable			$	2,672,557		$	2,644,143
Accrued expenses and other current liabilities			3,041,774			2,733,076
Current portion of operating lease liabilities			1,411,216			—
Federal, state and foreign income taxes payable			24,700			154,155
Total current liabilities			7,150,247			5,531,374
Other long-term liabilities			851,116			1,354,242
Non-current deferred income taxes, net			142,170			158,191
Long-term operating lease liabilities			7,816,633			—
Long-term debt			2,236,625			2,233,616
Commitments and contingencies (See Note N)
SHAREHOLDERS’ EQUITY
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued			—			—
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,199,099,768 and 1,217,182,508, respectively			1,199,100			1,217,183
Additional paid-in capital			—			—
Accumulated other comprehensive (loss) income			(673,171)			(630,321)
Retained earnings			5,422,283			4,461,744
Total shareholders’ equity			5,948,212			5,048,606
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			$	24,145,003		$	14,326,029

The accompanying notes are an integral part of the financial statements.

F-6

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

			Fiscal Year Ended
			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Cash flows from operating activities:
Net income			$	3,272,193		$	3,059,798		$	2,607,948
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			867,303			819,655			725,957
Loss on property disposals and impairment charges			16,054			17,653			8,871
Deferred income tax (benefit)			(6,233)			(88,594)			(137,440)
Share-based compensation			124,957			103,557			101,362
Impairment of goodwill and long-lived assets, related to Sierra			—			—			99,250
Pension settlement charge			—			36,122			—
Changes in assets and liabilities:
(Increase) in accounts receivable			(42,998)			(23,532)			(62,358)
(Increase) in merchandise inventories			(296,541)			(465,429)			(450,377)
(Increase) decrease in prepaid expenses and other current assets			(51,261)			236,342			(317,850)
Increase in accounts payable			29,338			198,212			205,111
Increase in accrued expenses and other liabilities			345,745			169,418			334,522
(Decrease) increase in income taxes payable			(128,342)			40,965			(94,492)
Other, net			(63,675)			(15,708)			5,120
Net cash provided by operating activities			4,066,540			4,088,459			3,025,624
Cash flows from investing activities:
Property additions			(1,223,116)			(1,125,139)			(1,057,617)
Investment in Familia			(230,156)			—			—
Purchases of investments			(28,838)			(161,625)			(861,256)
Sales and maturities of investments			12,720			636,560			906,137
Other			7,419			26,652			—
Net cash (used in) investing activities			(1,461,971)			(623,552)			(1,012,736)
Cash flows from financing activities:
Cash payments for repurchase of common stock			(1,551,992)			(2,406,997)			(1,644,581)
Proceeds from issuance of common stock			232,106			255,241			133,687
Cash payments of employee tax withholdings for performance based stock awards			(23,423)			(16,014)			(19,274)
Cash dividends paid			(1,071,562)			(922,596)			(764,040)
Other			—			(7,115)			(3,138)
Net cash (used in) financing activities			(2,414,871)			(3,097,481)			(2,297,346)
Effect of exchange rate changes on cash			(3,175)			(95,674)			113,086
Net increase (decrease) in cash and cash equivalents			186,523			271,752			(171,372)
Cash and cash equivalents at beginning of year			3,030,229			2,758,477			2,929,849
Cash and cash equivalents at end of year			$	3,216,752		$	3,030,229		$	2,758,477

The accompanying notes are an integral part of the financial statements.

F-7

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

IN THOUSANDS

			Common Stock									Additional Paid-In Capital			Accumulated Other Comprehensive(Loss) Income			Retained Earnings			Total
			Shares			Par Value $1
Balance, January 28, 2017			1,292,638			$	1,292,638		$	—		$	(694,226)		$	3,912,187		$	4,510,599
Net income			—			—			—			—			2,607,948			2,607,948
Other comprehensive income, net of tax			—			—			—			252,367			—			252,367
Cash dividends declared on common stock			—			—			—			—			(793,878)			(793,878)
Recognition of share-based compensation			—			—			101,362			—			—			101,362
Issuance of common stock under stock incentive plan and related tax effect			7,790			7,790			110,597			—			(3,895)			114,492
Common stock repurchased			(44,410)			(44,410)			(211,959)			—			(1,388,212)			(1,644,581)
Balance, February 3, 2018			1,256,018			1,256,018			—			(441,859)			4,334,150			5,148,309
Net income			—			—			—			—			3,059,798			3,059,798
Cumulative effect of accounting change			—			—			—			—			58,712			58,712
Other comprehensive (loss), net of tax			—			—			—			(188,462)			—			(188,462)
Cash dividends declared on common stock			—			—			—			—			(965,539)			(965,539)
Recognition of share-based compensation			—			—			103,557			—			—			103,557
Issuance of common stock under stock incentive plan and related tax effect			11,988			11,988			227,240			—			—			239,228
Common stock repurchased			(50,823)			(50,823)			(330,797)			—			(2,025,377)			(2,406,997)
Balance, February 2, 2019			1,217,183			1,217,183			—			(630,321)			4,461,744			5,048,606
Net income			—			—			—			—			3,272,193			3,272,193
Cumulative effect of accounting change (See Note A)			—			—			—			—			403			403
Other comprehensive (loss), net of tax			—			—			—			(42,850)			—			(42,850)
Cash dividends declared on common stock			—			—			—			—			(1,111,788)			(1,111,788)
Recognition of share-based compensation			—			—			124,957			—			—			124,957
Issuance of common stock under stock incentive plan and related tax effect			10,067			10,067			198,616			—			—			208,683
Common stock repurchased			(28,150)			(28,150)			(323,573)			—			(1,200,269)			(1,551,992)
Balance, February 1, 2020			1,199,100			$	1,199,100		$	—		$	(673,171)		$	5,422,283		$	5,948,212

The accompanying notes are an integral part of the financial statements.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A. Basis of Presentation and Summary of Accounting Policies

Basis of Presentation

The Consolidated Financial Statements and Notes thereto of The TJX Companies, Inc. (referred to as “TJX,” “we” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the 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 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. Our investments accounted for under the equity method of accounting are immaterial to the Company's Consolidated Financial Statements.

Fiscal Year

TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The fiscal years ended February 1, 2020 (“fiscal 2020”) and ended February 2, 2019 (“fiscal 2019”) were 52-week fiscal years and the fiscal year ended February 3, 2018 ("fiscal 2018") was a 53-week fiscal year.

Use of Estimates

The preparation of TJX’s 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 leases, inventory valuation, impairment of long-lived assets, goodwill and tradenames, 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 those estimates, and such differences could be material.

Summary of Accounting Policies

Revenue Recognition

Net Sales

Net sales consist primarily of merchandise sales, which are recorded net of a reserve for estimated returns, any discounts and sales taxes, for the sales of merchandise both within our stores and online. Net sales also include an immaterial amount of other revenues that represent less than 1.0% of total revenues, primarily generated from TJX’s co-branded loyalty rewards credit card program offered in the United States only. In addition, certain customers may receive discounts that are accounted for as consideration reducing the transaction price. Merchandise sales from our stores are recognized at the point of sale when TJX provides the merchandise to the customer. The performance obligation is fulfilled at this point when the customer has obtained control by paying for and leaving with the merchandise. Merchandise sales made online are recognized when the product has been shipped, which is when legal title has passed and when TJX is entitled to payment, and the customer has obtained the ability to direct the use of and obtain substantially all of the remaining benefits from the goods. Shipping and handling activities related to online sales occur after the customer obtains control of the goods. TJX’s policy is to treat shipping costs as part of our fulfillment center costs within our operating expenditures. As a result, shipping fee revenues received is recognized when control of the goods transfer to the customer and is recorded as net sales. Shipping and handling costs incurred by TJX are included in cost of sales, including buying and occupancy costs. TJX disaggregates revenue by operating segment, see Note G—Segment Information of Notes to Consolidated Financial Statements.

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.

In thousands			February 1, 2020			February 2, 2019
Balance, beginning of year			$	450,302		$	406,506
Deferred revenue			1,690,073			1,677,251
Effect of exchange rates changes on deferred revenue			258			(6,279)
Revenue recognized			(1,639,789)			(1,627,176)
Balance, end of year			$	500,844		$	450,302

F-9

TJX recognized $1.6 billion in gift card revenue in each of fiscal 2020 and fiscal 2019. 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, we estimate 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 redemption period. Revenue recognized from breakage was $20.3 million in fiscal 2020, $20.6 million in fiscal 2019 and $21.1 million in fiscal 2018.

Sales Return Reserve

Our products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We have elected to apply the portfolio practical expedient. We estimate 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 separate 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 our Consolidated Balance Sheets.

Consolidated Statements of Income Classifications

Cost of sales, including buying and occupancy costs, includes the cost of merchandise sold including foreign currency gains and losses on merchandise purchases denominated in other currencies; gains and losses on inventory and fuel-related derivative contracts; asset retirement obligation costs; divisional occupancy costs (including real estate taxes, utility and maintenance costs and fixed asset depreciation); the costs of operating distribution centers; payroll, benefits and travel costs directly associated with buying inventory; and systems costs related to the buying and tracking of inventory.

Selling, general and administrative expenses include store payroll and benefit costs; communication costs; credit and check expenses; advertising; administrative and field management payroll, benefits and travel costs; corporate administrative costs and depreciation; gains and losses on non-inventory related foreign currency exchange contracts; and other miscellaneous income and expense items.

Cash and Cash Equivalents

TJX generally considers highly liquid investments with a maturity of 90 days or less at the date of purchase to be cash equivalents. If applicable, investments with maturities greater than 90 days but less than one year at the date of purchase are included in short-term investments. These investments are classified as trading securities and are stated at fair value. Investments are classified as either short- or long-term based on their original maturities. TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks.

As of February 1, 2020, TJX’s cash and cash equivalents held outside the U.S. were $953.6 million, of which $584.7 million was held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.

Merchandise Inventories

Inventories are stated at the lower of cost or market. TJX uses the retail method for valuing inventories at all of its businesses, except T.K. 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 that inventory has not been fully processed for sale (e.g. inventory in transit and unprocessed inventory in our distribution centers). Under the retail method, TJX utilizes a permanent markdown strategy and lowers the cost value of the inventory that is subject to markdown at the time the retail prices are lowered in the stores. TJX records inventory at the time title transfers, which is typically at the time when inventory is shipped. As a result, merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of $807.0 million at February 1, 2020 and $832.1 million at February 2, 2019. Comparable amounts were reflected in Accounts payable at those dates.

Common Stock and Equity

Equity transactions consist primarily of the repurchase by TJX of its common stock under its stock repurchase programs and the recognition of compensation expense and issuance of common stock under TJX’s Stock Incentive Plan. Under TJX’s stock repurchase programs, the Company repurchases its common stock on the open market. The par value of the shares repurchased is charged to common stock with the excess of the purchase price over par first charged against any available additional paid-in capital (“APIC”) and the balance charged to retained earnings. Due to the high volume of repurchases over the past several years, TJX has no remaining balance in APIC at the end of any of the years presented. All shares repurchased have been retired.

F-10

Shares issued under TJX’s Stock Incentive Plan are issued from authorized but unissued shares, and proceeds received are recorded by increasing common stock for the par value of the shares with the excess over par added to APIC. Income tax benefits upon the expensing of options result in the creation of a deferred tax asset, while income tax benefits due to the exercise of stock options reduce deferred tax assets up to the amount that an asset for the related grant has been created. Any excess tax benefits or deficiencies are included in the provision for income taxes. The par value of performance-based deferred stock awards, performance share units and restricted stock units is added to common stock when shares are delivered following vesting. The par value of performance-based restricted stock awards is added to common stock when the stock is issued, generally at grant date. The fair value of stock awards and units are added to APIC as the awards are amortized into earnings over the related requisite service periods.

Share-Based Compensation

TJX accounts for share-based compensation by estimating the fair value of each award on the date of grant. TJX uses the Black-Scholes option pricing model for options awarded and the market price on the grant date for stock awards. See Note H—Stock Incentive Plan of Notes to Consolidated Financial Statements for a detailed discussion of share-based compensation.

Interest

TJX’s interest expense is presented net of capitalized interest and interest income. The following is a summary of interest expense, net:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Interest expense			$	61,400		$	69,102		$	69,237
Capitalized interest			(2,314)			(4,263)			(4,942)
Interest (income)			(49,060)			(55,979)			(32,707)
Interest expense, net			$	10,026		$	8,860		$	31,588

TJX capitalizes interest during the active construction period of major capital projects and adds the interest to the related assets.

Depreciation and Amortization

For financial reporting purposes, TJX provides for depreciation and amortization of property using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over 33 years. Leasehold costs and improvements are generally amortized over their useful life or the committed lease term (typically 10 years to 15 years), whichever is shorter. Furniture, fixtures and equipment are depreciated over 3 to 10 years. Depreciation and amortization expense for property was $858.2 million in fiscal 2020, $818.9 million in fiscal 2019 and $727.2 million in fiscal 2018. TJX had no property held under finance leases during fiscal 2020 or under capital leases during fiscal 2019 or 2018. Maintenance and repairs are charged to expense as incurred. Significant costs incurred for internally developed software are capitalized and amortized, generally over 5 years. Upon retirement or sale, the cost of disposed assets and the related accumulated depreciation are eliminated and any gain or loss is included in income. Pre-opening costs, including rent, are expensed as incurred.

Lease Accounting

We adopted ASU No. 2016-02, Leases (Topic 842), as of February 3, 2019, using the modified retrospective method under ASU 2018-11. The transition method allows entities to apply the transition requirements at the effective date rather than at the beginning of the earliest comparative period presented. Our reporting for comparative periods is presented in accordance with ASC 840, Leases. Adoption of the new standard resulted in the recording of right of use (“ROU”) assets and lease liabilities of $9 billion, as of February 3, 2019. The Company elected the transition package of three practical expedients, which among other things, allowed us to carry forward the historical lease classification. We have elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead to combine them and account for them as a single lease component. The Company also elected the accounting policy election to keep leases with a term of twelve months or less off the Consolidated Balance Sheets and recognizes these lease payments on a straight-line basis over the lease term. With the adoption of the new lease accounting standard TJX has de-recognized build-to-suit lease assets and liabilities that were included in the fiscal 2019 Consolidated Balance Sheets. Operating leases that TJX enters into no longer meet the definition of control of the building during the construction period under the new standard.

F-11

Operating leases are included in “Operating lease right of use assets”, “Current portion of operating lease liabilities”, and “Long-term operating lease liabilities” on our Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. At the inception of the arrangement, the Company determines if an arrangement is a lease based on assessment of the terms and conditions of the contract. Operating lease ROU assets and lease liabilities are recognized at possession date based on the present value of lease payments over the lease term. The majority of our leases are retail store locations and the possession date is typically 30 to 60 days prior to the opening of the store and generally occurs before the commencement of the lease term, as specified in the lease. Our lessors do not provide an implicit rate, nor is one readily available, therefore we use our incremental borrowing rate based on the information available at possession date in determining the present value of future lease payments. The incremental borrowing rate is calculated based on the US Consumer Discretionary yield curve and adjusted for collateralization and foreign currency impact for TJX International and Canada leases. The operating lease ROU assets also include any acquisition costs offset by lease incentives. Our lease terms include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term within “Cost of sales, including buying and occupancy costs”.

Impact of New Lease Standard on Consolidated Balance Sheet Line Items

As a result of applying the new lease standard using the optional transition method, the following adjustments were made to accounts as of February 3, 2019, as reflected on the Condensed Consolidated Balance Sheet shown below:

In thousands			As Reported February 2, 2019			Adjustments						Adjusted February 3, 2019
Prepaid expenses and other current assets			$	513,662		$	(149,029)		(a)			$	364,633
Net property at cost			5,255,208			(281,361)			(b),(f)			4,973,847
Operating lease right of use asset			—			8,704,584			(c)			8,704,584
Other assets			497,580			(30,086)			(b)			467,494
Total Assets			$	14,326,029		$	8,244,108					$	22,570,137
Accrued expenses and other current liabilities			2,733,076			(3,819)						2,729,257
Current portion of operating lease liabilities			—			1,481,555			(d)			1,481,555
Other long-term liabilities			1,354,242			(593,137)			(e),(f)			761,105
Long-term operating lease liabilities			—			7,359,106			(d)			7,359,106
Retained earnings			4,461,744			403			(f),(g)			4,462,147
Total Liabilities and Shareholders' Equity			$	14,326,029		$	8,244,108					$	22,570,137

(a)Represents prepaid rent reclassified to operating lease right of use assets and current portion of operating lease liabilities.

(b)Represents impact of reclassifying initial direct costs to operating lease right of use assets.

(c)Represents capitalization of operating lease right of use assets and reclassification of lease acquisition costs, straight-line rent, prepaid rent and tenant incentives.

(d)Represents recognition of current and long-term operating lease liabilities.

(e)Represents reclassification of straight-line rent to operating lease right of use assets.

(f)Represents de-recognition of assets and liabilities related to non-TJX owned properties under previously existing build-to-suit accounting rules.

(g)Represents impairment at transition on operating lease right of use assets.

See Note L—Leases of Notes to Consolidated Financial Statements for additional information.

Asset Retirement Obligations

The Company establishes an asset retirement obligation, and related asset, for leases of property that require us to return the property to its original condition (commonly referred to as a reinstatement provision) if and when we exit the facility. These reinstatement provisions are primarily applicable to our TJX International locations. The income statement impact of our asset retirement obligation is recorded in general corporate expenses and our operating divisions are charged the actual costs incurred when a retirement takes place.

F-12

Goodwill and Tradenames

Goodwill includes the excess of the purchase price paid over the carrying value of the minority interest acquired in fiscal 1990 in TJX’s former 83%-owned subsidiary and represents goodwill associated with the T.J. Maxx chain, as well as 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, the purchase of Sierra Trading Post in fiscal 2013, which was rebranded as Sierra in fiscal 2019, and the purchase of Trade Secret in fiscal 2016, which was re-branded under the T.K. Maxx name during fiscal 2018. In fiscal 2018, the Company fully impaired the Sierra goodwill, recording a goodwill impairment charge of $97.3 million. The following is a roll forward of goodwill by component:

In thousands			Marmaxx			Winners			T.K. Maxx in Australia			Total
Balance, February 3, 2018			$	70,027		$	1,784		$	28,258		$	100,069
Effect of exchange rate changes on goodwill			—			(92)			(2,425)			(2,517)
Balance, February 2, 2019			$	70,027		$	1,692		$	25,833		$	97,552
Effect of exchange rate changes on goodwill			—			(17)			(1,989)			(2,006)
Balance, February 1, 2020			$	70,027		$	1,675		$	23,844		$	95,546

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 by calculating the discounted present value of assumed after-tax royalty payments. The Marshalls tradename is considered to have an indefinite life and accordingly is not amortized. The Sierra Trading Post tradename is being amortized over 15 years. The Trade Secret tradename is being amortized over 7 years. The following is a roll forward of tradenames.

			Fiscal Year Ended
			February 1, 2020																								February 2, 2019
In thousands			Gross Carrying Amount			Accumulated Amortization			Impact of FX			Net Carrying Value						Gross Carrying Amount			Accumulated Amortization			Impact of FX			Net Carrying Value
Definite-lived intangible assets:
Sierra Trading Post			$	38,500		$	(18,181)		$	—		$	20,319					$	38,500		$	(15,614)		$	—		$	22,886
Trade Secret			$	12,541		$	(5,242)		$	(1,948)		$	5,351					$	12,541		$	(4,117)		$	(1,048)		$	7,376
Indefinite-lived intangible asset:
Marshalls			$	107,695		$	—		$	—		$	107,695					$	107,695		$	—		$	—		$	107,695

TJX occasionally acquires or licenses other trademarks to be used in connection with private label merchandise. Such trademarks are included in other assets and are amortized to cost of sales, including buying and occupancy costs, over their useful life, generally from 7 to 10 years.

Goodwill, tradenames and trademarks, and the related accumulated amortization or impairment if any, are included in the respective operating segment to which they relate.

Impairment of Long-Lived Assets, Goodwill and Tradenames

TJX evaluates its long-lived assets, operating lease right of use assets, goodwill and tradenames for indicators of impairment at least annually in the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

The evaluation for long-lived assets, including tradenames that are amortized and operating lease right of use assets, 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 analysis resulted in immaterial impairment charges of store fixed assets and operating lease right of use assets in fiscal 2020 and store fixed assets in fiscal 2019 and fiscal 2018.

F-13

Goodwill and tradenames with an indefinite life are tested for impairment whenever events or changes in circumstances indicate that an impairment may have occurred and at least annually in the fourth quarter of each fiscal year. The carrying value of tradenames with an indefinite life is compared to its fair value determined by calculating the discounted present value of assumed after-tax royalty payments to the carrying value of the tradename. There was no impairment related to tradenames in fiscal 2020, 2019 or 2018. Goodwill is tested for impairment by using a quantitative assessment by comparing the carrying value of the related reporting unit to its fair value. An impairment exists when this analysis, using typical valuation models such as the discounted cash flow method, shows that the fair value of the reporting unit is less than the carrying cost of the reporting unit. We may assess qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The assessment of qualitative factors is optional and at the Company’s discretion. In fiscal 2020, fiscal 2019 and fiscal 2018, we bypassed the qualitative assessment and performed the quantitative goodwill impairment test. In fiscal 2018 the Company recorded an impairment charge of $97.3 million for Sierra goodwill as the estimated fair value of this business fell below the carrying value due to a decrease in projected revenue growth rates. There were no impairments related to our goodwill in fiscal 2020 or 2019.

Advertising Costs

TJX expenses advertising costs as incurred. Advertising expense was $452.0 million for fiscal 2020, $446.3 million for fiscal 2019 and $412.4 million for fiscal 2018.

Foreign Currency Translation

TJX’s foreign assets and liabilities are translated into U.S. dollars at fiscal year-end exchange rates with resulting translation gains and losses included in shareholders’ equity as a component of Accumulated other comprehensive (loss) income. Activity of the foreign operations that affect the Consolidated Statements of Income and Cash Flows is translated at average exchange rates prevailing during the fiscal year.

Loss Contingencies

TJX records a reserve for loss contingencies when it is both probable that a loss will be incurred and the amount of the loss is reasonably estimable. TJX evaluates pending litigation and other contingencies at least quarterly and adjusts the reserve for such contingencies for changes in probable and reasonably estimable losses. TJX includes an estimate for related legal costs at the time such costs are both probable and reasonably estimable.

Equity Investment

On November 18, 2019, the Company, through a wholly owned subsidiary, completed an investment of $225 million, excluding acquisition costs, for a 25% ownership stake in privately held Familia, an established, off-price apparel and home fashions retailer with more than 275 stores throughout Russia. The Company's investment represents a non-controlling, minority position. As part of this investment, TJX has appointed one member to the Board of Directors of Familia.

This investment is included in Other assets on our Consolidated Balance Sheets and is accounted for under the equity method of accounting from the date of investment forward. TJX will report its share of Familia’s results on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period. As a result, there were no reported earnings from TJX's investment in Familia for the fiscal year ended February 1, 2020.

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, we have reviewed the guidance and have determined that they will not apply or are not expected to be material to our Consolidated Financial Statements upon adoption and therefore, are not disclosed.

Simplified Accounting for Income Taxes

In December 2019, the Financial Accounting Standards Board issued guidance related to simplified accounting for income taxes. The standard simplifies accounting for income taxes by removing certain exceptions to the general principals in Topic 740 and improves the consistency in the application of the standard by clarifying and amending existing guidance. This standard will be effective for annual reporting periods, including interim reporting within those periods, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its Consolidated Financial Statements.

F-14

Recently Adopted Accounting Standards

Leases

See Leases in Note A—Basis of Presentation and Summary of Accounting Policies of Notes to Consolidated Financial Statements for the impact upon adoption.

Intangibles-Goodwill and Other-Internal-Use Software

In August 2018, the Financial Accounting Standards Board issued guidance related to accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. The standard allows entities who are customers in hosting arrangements that are service contracts to apply the existing internal-use software guidance to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The guidance specifies classification for capitalizing implementation costs and related amortization expense within the Consolidated Financial Statements and requires additional disclosures. The Company early adopted the standard prospectively in the third quarter of fiscal 2020. The standard did not have a material impact on our Consolidated Financial Statements.

Income Statement - Reporting Comprehensive Income

In February 2018, the FASB issued updated guidance related to reporting comprehensive income. The amendments in the update allow for a one-time reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effect as a result from the enactment of the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). The Company adopted the standard and made the policy election not to reclassify the stranded tax effects as of result of the 2017 Tax Act to retained earnings.

Note B. Property at Cost

Presented below are the components of property at cost:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019
Land and buildings(a)			$	1,426,222		$	1,457,835
Leasehold costs and improvements(a)			3,541,413			3,377,045
Furniture, fixtures and equipment			6,404,643			5,894,239
Total property at cost			$	11,372,278		$	10,729,119
Less accumulated depreciation and amortization(a)			6,047,230			5,473,911
Net property at cost			$	5,325,048		$	5,255,208

(a)See Leases in Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for impact of lease accounting changes.

Presented below is information related to carrying values of TJX’s long-lived tangible assets by geographic location:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019
United States			$	4,054,833		$	3,756,929
Canada			259,977			303,414
Europe			965,751			1,154,564
Australia			44,487			40,301
Total long-lived tangible assets(a)			$	5,325,048		$	5,255,208

(a)See Leases in Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for impact of lease accounting changes.

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, gains/losses on net investment derivatives, deferred gains/losses on pension and other post-retirement obligations and a cash flow hedge on issued debt, all of which are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive (loss) income for fiscal 2020, fiscal 2019 and fiscal 2018:

In thousands			Foreign Currency Translation			Deferred Benefit Costs			Cash Flow Hedge on Debt			Accumulated Other Comprehensive(Loss) Income
Balance, January 28, 2017			$	(491,803)		$	(199,481)		$	(2,942)		$	(694,226)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $36,929)			211,752			—			—			211,752
Recognition of net gains/losses on benefit obligations (net of taxes of $8,989)			—			24,691			—			24,691
Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $438			—			—			696			696
Amortization of prior service cost and deferred gains/losses (net of taxes of $9,592)			—			15,228			—			15,228
Balance, February 3, 2018			$	(280,051)		$	(159,562)		$	(2,246)		$	(441,859)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $8,233)			(192,664)			—			—			(192,664)
Recognition of net gains/losses on investment hedges (net of taxes of $7,113)			19,538			—			—			19,538
Recognition of net gains/losses on benefit obligations (net of taxes of $19,813)			—			(54,420)			—			(54,420)
Pension settlement charge (net of taxes of $9,641)			—			26,481			—			26,481
Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $304)			—			—			847			847
Amortization of prior service cost and deferred gains/losses (net of taxes of $4,280)			—			11,756			—			11,756
Balance, February 2, 2019			$	(453,177)		$	(175,745)		$	(1,399)		$	(630,321)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $1,189)			(3,943)			—			—			(3,943)
Recognition of net gains/losses on benefit obligations (net of taxes of $20,489)			—			(56,275)			—			(56,275)
Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $303)			—			—			831			831
Amortization of prior service cost and deferred gains/losses (net of taxes of $6,019)			—			16,537			—			16,537
Balance, February 1, 2020			$	(457,120)		$	(215,483)		$	(568)		$	(673,171)

F-16

Note D. Capital Stock and Earnings Per Share

Capital Stock

TJX repurchased and retired 27.1 million shares of its common stock at a cost of $1.5 billion during fiscal 2020, on a “trade date basis.” TJX reflects stock repurchases in its financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of $1.6 billion in fiscal 2020, $2.4 billion in fiscal 2019 and $1.6 billion in fiscal 2018, and repurchased 28.1 million shares in fiscal 2020, 50.8 million shares in fiscal 2019 and 44.4 million shares in fiscal 2018. These expenditures were funded primarily by cash generated from operations.

As of February 1, 2020 TJX had approximately $1.7 billion available under previously announced stock repurchase programs. In February 2020, the Company announced that its Board of Directors had approved, in January 2020, a new stock repurchase program that authorizes the repurchase of up to an additional $1.5 billion of TJX common stock from time to time. In connection with the actions taken related to the novel coronavirus (“COVID-19”) pandemic as described in Note Q—Subsequent Event, the Company suspended its share repurchase program.

All shares repurchased under the stock repurchase programs have been retired.

TJX has five million shares of authorized but unissued preferred stock, $1 par value.

Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share for net income:

			Fiscal Year Ended
Amounts in thousands except per share amounts			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Basic earnings per share:
Net income			$	3,272,193		$	3,059,798		$	2,607,948
Weighted average common stock outstanding for basic earnings per share calculation			1,208,163			1,241,153			1,273,654
Basic earnings per share			$	2.71		$	2.47		$	2.05
Diluted earnings per share:
Net income			$	3,272,193		$	3,059,798		$	2,607,948
Weighted average common stock outstanding for basic earnings per share calculation			1,208,163			1,241,153			1,273,654
Assumed exercise / vesting of:
Stock options and awards			18,356			18,099			18,555
Weighted average common stock outstanding for diluted earnings per share calculation			1,226,519			1,259,252			1,292,209
Diluted earnings per share			$	2.67		$	2.43		$	2.02
Cash dividends declared per share			$	0.92		$	0.78		$	0.63

The weighted average common shares for the diluted earnings per share calculation exclude the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the average price of TJX’s common stock for the related fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 11.8 million, 6.1 million and 24.9 million such options excluded at the end of fiscal 2020, fiscal 2019 and fiscal 2018, respectively.

F-17

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 statements of financial position 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 other comprehensive income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged.

Diesel Fuel Contracts

TJX hedges portions of its estimated notional diesel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing (and the resulting per mile surcharges payable by TJX) by setting a fixed price per gallon for the period being hedged. During fiscal 2020, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for fiscal 2021. The hedge agreements outstanding at February 1, 2020 relate to approximately 50% of TJX’s estimated notional diesel requirements for fiscal 2021. These diesel fuel hedge agreements will settle throughout fiscal 2021 and the first month of fiscal 2022. TJX elected not to apply hedge accounting rules to these contracts.

Foreign Currency Contracts

TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations in currencies other than their respective functional currencies, primarily in TJX International and TJX Canada. These contracts typically have a term of twelve months or less. The contracts outstanding at February 1, 2020 cover a portion of such actual and anticipated merchandise purchases throughout fiscal 2021. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the United Kingdom. All merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the buying entity for changes in the exchange rate between the Euro and British Pound. The inflow of Euros to the central buying entity provides a natural hedge for merchandise purchased from third-party vendors that is denominated in Euros. However, with the growth of TJX’s Euro denominated retail operations, the intercompany billings committed to the Euro denominated operations is generating Euros in excess of those needed to meet merchandise commitments to outside vendors. TJX calculates this excess Euro exposure each month and enters into forward contracts of approximately 30 days duration to mitigate the exposure. TJX elected not to apply hedge accounting rules to these contracts.

TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt and intercompany interest payable. 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.

TJX periodically reviews its net investments in foreign subsidiaries. During the fiscal quarter ended May 5, 2018, TJX entered into net investment hedge contracts related to a portion of its investment in TJX Canada. During the fiscal quarter ended August 4, 2018, TJX de-designated the net investment hedge contracts. The remaining life of the foreign currency contracts provided a natural hedge to the declared cash dividend from TJX Canada. The contracts settled during the second quarter of fiscal 2019 resulting in a pre-tax gain of $27 million while designated as a net investment hedge and subsequent to de-designation, a pre-tax gain of $19 million. The $27 million gain is reflected in shareholders equity as a component of other comprehensive income. The $19 million gain subsequent to de-designation is reflected in the income statement offsetting a foreign currency loss of $18 million on the declared dividends.

F-18

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at February 1, 2020:

In thousands									Pay			Receive									Blended Contract Rate			Balance Sheet Location			Current Asset U.S.$			Current (Liability) U.S.$			Net Fair Value in U.S.$ at February 1, 2020
Fair value hedges:
Intercompany balances, primarily debt and related interest:
			zł			45,000			£			8,930			0.1984			Prepaid Exp			$	270		$	—		$	270
			A$			50,000			U.S.$			33,911			0.6782			Prepaid Exp			275			—			275
			U.S.$			72,475			£			55,000			0.7589			Prepaid Exp			743			—			743
Economic hedges for which hedge accounting was not elected:
Diesel contracts			Diesel fuel contracts			Fixed on 2.9M - 3.5M gal per month						Float on 2.9M - 3.5M gal per month			N/A			(Accrued Exp)			—			(9,927)			(9,927)
Intercompany billings in TJX International, primarily merchandise related:
			€			58,700			£			49,848			0.8492			Prepaid Exp			655			—			655
Merchandise purchase commitments:
			C$			609,340			U.S.$			463,200			0.7602			Prepaid Exp / (Accrued Exp)			2,877			(207)			2,670
			C$			37,051			€			25,200			0.6801			Prepaid Exp / (Accrued Exp)			61			(44)			17
			£			265,653			U.S.$			341,880			1.2869			Prepaid Exp / (Accrued Exp)			11			(9,792)			(9,781)
			zł			362,700			£			72,217			0.1991			Prepaid Exp			1,903			—			1,903
			A$			29,400			U.S.$			20,151			0.6854			Prepaid Exp			435			—			435
			U.S.$			49,849			€			44,635			0.8954			Prepaid Exp / (Accrued Exp)			10			(235)			(225)
Total fair value of financial instruments																																	$	7,240		$	(20,205)		$	(12,965)

F-19

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at February 2, 2019:

In thousands									Pay			Receive									Blended Contract Rate			Balance Sheet Location			Current Asset U.S.$			Current (Liability) U.S.$			Net Fair Value in U.S.$ at February 2, 2019
Fair value hedges:
Intercompany balances, primarily debt and related interest:
			zł			59,000			£			12,021			0.2037			Prepaid Exp			$	56		$	—		$	56
			€			55,950			£			49,560			0.8858			Prepaid Exp / (Accrued Exp)			126			(140)			(14)
			A$			30,000			U.S.$			21,483			0.7161			(Accrued Exp)			—			(314)			(314)
			U.S.$			72,020			£			55,000			0.7637			Prepaid Exp			1,037			—			1,037
Economic hedges for which hedge accounting was not elected:
			Diesel fuel contracts			Fixed on 2.7M - 3.3M gal per month						Float on 2.7M - 3.3M gal per month			N/A			(Accrued Exp)			—			(3,786)			(3,786)
Intercompany billings in TJX International, primarily merchandise related:
			€			46,600			£			41,835			0.8977			Prepaid Exp			1,300			—			1,300
Merchandise purchase commitments:
			C$			546,083			U.S.$			414,100			0.7583			Prepaid Exp / (Accrued Exp)			1,239			(4,741)			(3,502)
			C$			31,455			€			20,700			0.6581			(Accrued Exp)			—			(248)			(248)
			£			173,624			U.S.$			230,000			1.3247			Prepaid Exp / (Accrued Exp)			3,459			(1,466)			1,993
			zł			280,167			£			57,586			0.2055			Prepaid Exp / (Accrued Exp)			707			(86)			621
			A$			51,043			U.S.$			36,961			0.7241			Prepaid Exp / (Accrued Exp)			97			(213)			(116)
			U.S.$			56,847			€			49,355			0.8682			Prepaid Exp / (Accrued Exp)			115			(207)			(92)
Total fair value of financial instruments																																	$	8,136		$	(11,201)		$	(3,065)

F-20

The impact of derivative financial instruments on the Consolidated Statements of Income during fiscal 2020, fiscal 2019 and fiscal 2018 are as follows:

						Amount of Gain (Loss) Recognized in Income by Derivative
In thousands			Location of Gain (Loss) Recognized in Income by Derivative			February 1, 2020			February 2, 2019			February 3, 2018
												(53 weeks)
Fair value hedges:
Intercompany balances, primarily debt and related interest			Selling, general and administrative expenses			$	4,788		$	(2,674)		$	1,207
Economic hedges for which hedge accounting was not elected:
Intercompany receivable			Selling, general and administrative expenses			3,257			18,823			—
Diesel fuel contracts			Cost of sales, including buying and occupancy costs			(9,780)			1,373			7,946
Intercompany billings in TJX International, primarily merchandise related			Cost of sales, including buying and occupancy costs			2,652			1,137			(3,042)
International lease liabilities			Cost of sales, including buying and occupancy costs			(1,113)			—			—
Merchandise purchase commitments			Cost of sales, including buying and occupancy costs			10,484			60,407			(45,886)
Gain (loss) recognized in income									$	10,288		$	79,066		$	(39,775)

Included in the table above are realized gains of $20.2 million in fiscal 2020 and $73.8 million in fiscal 2019 and losses of $30.5 million in fiscal 2018, all of which were largely offset by gains and losses on the underlying hedged item.

Note F. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date or “exit price.” The inputs used to measure fair value are generally classified into the following hierarchy:

Level 1:						Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2:						Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
Level 3:						Unobservable inputs for the asset or liability

The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019
Level 1
Assets:
Executive Savings Plan investments			$	305,777		$	253,215
Level 2
Assets:
Foreign currency exchange contracts			$	7,240		$	8,136
Liabilities:
Foreign currency exchange contracts			$	10,278		$	7,415
Diesel fuel contracts			9,927			3,786

F-21

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’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks. TJX does not make adjustments to quotes or prices obtained from brokers or pricing services but does assess the credit risk of counterparties and will adjust final valuations when appropriate. Where independent pricing services provide fair values, TJX obtains an understanding of the methods used in pricing. As such, these instruments are classified within Level 2.

The fair value of TJX’s general corporate debt was estimated by obtaining market quotes given the trading levels of other bonds of the same general issuer type and market perceived credit quality. These inputs are considered to be Level 2. The fair value of long-term debt at February 1, 2020 was $2.3 billion compared to a carrying value of $2.2 billion. The fair value of long-term debt at February 2, 2019 was $2.2 billion compared to a carrying value of $2.2 billion. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.

TJX’s cash equivalents are stated at cost, which approximates fair value due to the short maturities of these instruments.

Note G. Segment Information

TJX operates four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and the HomeGoods segment (HomeGoods and Homesense) both operate in the United States, the TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in Europe and T.K. Maxx in Australia. In addition to our four main business segments, Sierra operates sierra.com and retail stores in the U.S. The results of Sierra are included in the Marmaxx segment.

All of TJX’s stores, with the exception of HomeGoods and HomeSense, sell family apparel and home fashions. HomeGoods and HomeSense offer home fashions. The percentages of our consolidated revenues by major product category for the last three fiscal years are as follows:

			Fiscal 2020			Fiscal 2019			Fiscal 2018
Apparel
Clothing including footwear			51		%	52		%	52		%
Jewelry and accessories			16			15			15
Home fashions			33			33			33
Total			100		%	100		%	100		%

TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines as pre-tax income or loss before general corporate expense, interest expense, net and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled measures used by other entities. These measures of performance should not be considered alternatives to net income or cash flows from operating activities as an indicator of TJX’s performance or as a measure of liquidity.

F-22

Presented below is financial information with respect to TJX’s business segments:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Net sales:
In the United States:
Marmaxx			$	25,664,805		$	24,057,970		$	22,249,105
HomeGoods			6,355,770			5,787,365			5,116,328
TJX Canada			4,031,406			3,869,779			3,642,282
TJX International			5,664,996			5,257,820			4,856,949
Total net sales			$	41,716,977		$	38,972,934		$	35,864,664
Segment profit:
In the United States:
Marmaxx(a)			$	3,469,794		$	3,253,949		$	2,949,358
HomeGoods			680,520			671,871			674,511
TJX Canada			515,559			551,617			530,113
TJX International			307,081			285,790			249,226
Total segment profit			4,972,954			$	4,763,227		$	4,403,208
General corporate expense			556,745			545,034			515,032
Pension settlement charge			—			36,122			—
Interest expense, net			10,026			8,860			31,588
Income before provision for income taxes			$	4,406,183		$	4,173,211		$	3,856,588

(a)Fiscal 2018 amount includes an impairment charge of $99.3 million for goodwill and certain long-lived assets of Sierra.

F-23

Business segment information (continued):

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018
Identifiable assets:
In the United States:
Marmaxx			$	11,162,890		$	6,223,110		$	5,676,464
HomeGoods			2,785,006			1,416,687			1,237,811
TJX Canada			1,889,679			914,789			1,459,924
TJX International			4,284,385			2,344,033			2,321,001
Corporate(a)			4,023,043			3,427,410			3,362,815
Total identifiable assets(b)			$	24,145,003		$	14,326,029		$	14,058,015
Capital expenditures:
In the United States:
Marmaxx			$	614,624		$	598,955		$	532,348
HomeGoods			251,864			170,978			149,505
TJX Canada			101,862			82,333			88,761
TJX International			254,766			272,873			287,003
Total capital expenditures			$	1,223,116		$	1,125,139		$	1,057,617
Depreciation and amortization:
In the United States:
Marmaxx			$	473,908		$	456,420		$	399,014
HomeGoods			124,360			110,978			94,709
TJX Canada			66,693			66,365			68,033
TJX International			197,262			180,631			159,010
Corporate(c)			5,080			5,261			5,191
Total depreciation and amortization			$	867,303		$	819,655		$	725,957

(a)Corporate identifiable assets consist primarily of cash, receivables, prepaid insurance, prepaid service contracts, operating lease right of use assets, the trust assets in connection with the Executive Savings Plan and the investment in Familia. Consolidated cash, including cash held in our foreign entities, is included with corporate assets for consistency with the reporting of cash for our segments in the U.S.

(b)See Leases in Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for impact of lease accounting changes.

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

Note H. Stock Incentive Plan

TJX has a Stock Incentive Plan under which options and other share-based awards may be granted to its directors, officers and key employees. 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 695.7 million shares with 40.1 million shares available for future grants as of February 1, 2020. TJX issues shares under the plan from authorized but unissued common stock. All share amounts and per share data presented have been adjusted to reflect the two-for-one stock split completed on November 6, 2018.

Total compensation cost related to share-based compensation was $125 million, $103.6 million and $101.4 million in fiscal 2020, 2019 and 2018, respectively. As of February 1, 2020, there was $149.4 million of total unrecognized compensation cost related to nonvested 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-24

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, 2020			February 2, 2019			February 3, 2018
Risk-free interest rate			1.65		%	2.88		%	1.75		%
Dividend yield			1.6		%	1.4		%	1.5		%
Expected volatility factor			23.4		%	23.5		%	23.5		%
Expected option life in years			4.9			4.9			4.8
Weighted average fair value of options issued			$	10.84		$	11.85		$	7.16

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. We use 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 our stock, and historical volatility during a term approximating the expected life of the option granted. The expected option life represents an estimate of the period of time options are expected to remain outstanding based upon historical exercise trends. Employee groups and option characteristics are considered separately for valuation purposes when applicable.

A summary of the status of TJX’s stock options and related weighted average exercise prices (“WAEP”) is presented below:

			Fiscal Year Ended
Shares in thousands			February 1, 2020									February 2, 2019									February 3, 2018
			Options			WAEP			Options			WAEP			Options			WAEP
Outstanding at beginning of year			49,053			$	32.02		55,260			$	27.52		54,706			$	24.35
Granted			6,150			56.74			6,143			53.98			9,404			36.61
Exercised			(9,518)			24.40			(11,670)			21.88			(8,192)			16.12
Forfeitures			(620)			46.37			(680)			38.59			(658)			35.70
Outstanding at end of year			45,065			$	36.81		49,053			$	32.02		55,260			$	27.52
Options exercisable at end of year			32,276			$	31.04		34,344			$	26.95		37,952			$	23.28

The total intrinsic value of options exercised was $292.7 million in fiscal 2020, $284.4 million in fiscal 2019 and $176.7 million in fiscal 2018.

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, 2020:

			Shares (in thousands)			Aggregate Intrinsic Value (in thousands)			Weighted Average Remaining Contract Life			WAEP
Options outstanding expected to vest(a)			11,908			$	93,671		8.8 years			$	51.17
Options exercisable			32,276			$	903,847		5.0 years			$	31.04
Total outstanding options vested and expected to vest			44,184			$	997,518		6.0 years			$	36.46

(a)Reflects 12.8 million unvested options, net of anticipated forfeitures.

Stock Awards

TJX granted restricted stock units and performance share units under the Stock Incentive Plan during fiscal 2020. Restricted stock units, performance share units, and previously-granted performance-based stock awards are collectively referred to as stock awards. These awards were granted without a purchase price to the recipient and are subject to vesting conditions. Vesting conditions for performance share units and performance-based stock awards include specified performance criteria, generally for a period of three fiscal years. The grant date fair value of the stock awards is charged to income over the requisite service period during which the recipient must remain employed. The fair value of the stock awards is determined at date of grant in accordance with ASC Topic 718 and, for performance share units and performance-based stock awards, assumes that performance goals will be achieved at target. Performance share units, performance-based stock awards and related compensation costs recognized are adjusted, as applicable, for performance above or below the target specified in the award.

F-25

A summary of the status of our nonvested stock awards and changes during fiscal 2020 is presented below:

Shares in thousands			Stock Awards			Weighted Average Grant Date Fair Value
Nonvested at beginning of year			3,422			$	40.51
Granted			1,002			53.20
Vested			(977)			39.31
Forfeited			(2)			41.17
Nonvested at end of year			3,445			$	44.54

There were 1,001,849 shares of restricted stock unit and performance share unit awards, with a weighted average grant date fair value of $53.20, granted in fiscal 2020, 1,267,802 shares of performance-based stock awards, with a weighted average grant date fair value of $41.17, granted in fiscal 2019, and 1,124,012 shares of performance-based stock awards, with a weighted average grant date fair value of $38.36, granted in fiscal 2018. The fair value of performance-based stock awards that vested was $38.4 million in fiscal 2020, $30.1 million in fiscal 2019, and $35.2 million in fiscal 2018.

Other Awards

TJX also awards deferred shares to its outside directors under the Stock Incentive Plan. As of the end of fiscal 2020, a total of 635,974 of these deferred shares were outstanding under the plan.

Note I. Pension Plans and Other Retirement Benefits

Pension

TJX has a funded defined benefit retirement plan that covers eligible U.S. employees hired prior to February 1, 2006. No employee contributions are required, or permitted, and benefits are based principally on compensation earned in each year of service. TJX’s funded defined benefit retirement plan assets are invested in domestic and international equity and fixed income securities, both directly and through investment funds. The plan does not invest in TJX securities. TJX also has an unfunded supplemental retirement plan that covers certain key employees and provides additional retirement benefits based on final average compensation for certain of those employees (the “primary benefit”) or, alternatively, based on benefits that would be provided under the funded retirement plan absent Internal Revenue Code limitations (the “alternative benefit”).

Presented below is financial information relating to TJX’s funded defined benefit pension plan (“qualified pension plan” or “funded plan”) and its unfunded supplemental pension plan (“unfunded plan”) for the fiscal years indicated. The Company has elected the practical expedient pursuant to ASU 2015-4– Compensation-retirement benefits (Topic 715) and has selected the measurement date of January 31, the calendar month end closest to the Company’s fiscal year end.

			Funded Plan Fiscal Year Ended									Unfunded Plan Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Change in projected benefit obligation:
Projected benefit obligation at beginning of year			$	1,221,170		$	1,404,089		$	96,759		$	91,047
Service cost			44,685			45,342			2,059			2,391
Interest cost			52,172			54,355			3,740			3,600
Actuarial (gains)/losses			237,125			(38,304)			4,682			5,955
Settlements			—			(207,369)			—			—
Benefits paid			(19,891)			(33,226)			(2,417)			(6,234)
Expenses paid			(2,845)			(3,717)			—			—
Projected benefit obligation at end of year			$	1,532,416		$	1,221,170		$	104,823		$	96,759
Accumulated benefit obligation at end of year			$	1,383,298		$	1,100,358		$	88,038		$	80,166

F-26

			Funded Plan Fiscal Year Ended									Unfunded Plan Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Change in plan assets:
Fair value of plan assets at beginning of year			$	1,245,335		$	1,417,531		$	—		$	—
Actual return on plan assets			239,675			(27,884)			—			—
Employer contribution			100,000			100,000			2,417			6,234
Settlements			—			(207,369)			—			—
Benefits paid			(19,891)			(33,226)			(2,417)			(6,234)
Expenses paid			(2,845)			(3,717)			—			—
Fair value of plan assets at end of year			$	1,562,274		$	1,245,335		$	—		$	—
Reconciliation of funded status:
Projected benefit obligation at end of year			$	1,532,416		$	1,221,170		$	104,823		$	96,759
Fair value of plan assets at end of year			1,562,274			1,245,335			—			—
Funded status – excess (asset) obligation			$	(29,858)		$	(24,165)		$	104,823		$	96,759
Net (asset) liability recognized on Consolidated Balance Sheets			$	(29,858)		$	(24,165)		$	104,823		$	96,759
Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss):
Prior service cost			$	1,181		$	1,558		$	—		$	—
Accumulated actuarial losses			316,695			264,160			32,266			30,709
Amounts included in accumulated other comprehensive income (loss)			$	317,876		$	265,718		$	32,266		$	30,709

The Consolidated Balance Sheets reflect the funded status of the plans with any unrecognized prior service cost and actuarial gains and losses recorded in accumulated other comprehensive income (loss). The combined net accrued liability of $74.9 million at February 1, 2020 is reflected on the balance sheet as of that date as a current liability of $3.0 million, a long-term liability of $101.8 million, and a long-term asset of $29.9 million. The combined net accrued liability of $72.6 at February 2, 2019 is reflected on the balance sheet as of that date as a current liability of $4.7 million, a long-term liability of $92.1 million, and a long-term asset of $24.2 million.

The estimated prior service cost that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in fiscal 2021 for the funded plan is $0.4 million. The estimated net actuarial loss that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost in fiscal 2021 is $21.7 million for the funded plan and $4.1 million for the unfunded plan.

TJX determined the assumed discount rate using the BOND: Link model in fiscal 2020 and fiscal 2019. 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, 2020			February 2, 2019			February 1, 2020			February 2, 2019
Discount rate			3.30		%	4.30		%	3.10		%	4.10		%
Rate of compensation increase(a)			4.00		%	4.00		%	4.00		%	6.00		%

(a)As of fiscal 2020, the rate of compensation increase for the Unfunded Plan, reflects the rate for participants eligible for the alternative benefit as the participants eligible for the primary benefit no longer accrue benefits under this plan. For fiscal 2019, the table reflects the rate for participants eligible for the primary benefit..

F-27

TJX made aggregate cash contributions of $102.4 million in fiscal 2020, $106.2 million in fiscal 2019 and $105.0 million in fiscal 2018 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. We do not anticipate any required funding in fiscal 2021 for the funded plan. We anticipate making contributions of $3.1 million to provide current benefits coming due under the unfunded plan in fiscal 2021.

The following are the components of net periodic benefit cost and other amounts recognized in other comprehensive income (loss) related to our pension plans:

			Funded Plan Fiscal Year Ended															Unfunded Plan Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018			February 1, 2020			February 2, 2019			February 3, 2018
Net periodic pension cost:
Service cost			$	44,685		$	45,342		$	46,845		$	2,059		$	2,391		$	1,888
Interest cost			52,172			54,355			55,301			3,740			3,600			3,316
Expected return on plan assets			(74,141)			(79,190)			(69,345)			—			—			—
Amortization of prior service cost			377			377			377			—			—			—
Amortization of net actuarial loss			19,055			12,250			21,557			3,124			3,409			2,852
Settlement charge			—			36,122			—			—			—			—
Total expense			$	42,148		$	69,256		$	54,735		$	8,923		$	9,400		$	8,056
Other changes in plan assets and benefit obligations recognized in other comprehensive income:
Net loss (gain)			71,590			$	68,770		$	(38,293)		$	4,682		$	5,955		$	4,580
Amortization of net (loss)			(19,055)			(12,250)			(21,557)			(3,124)			(3,409)			(2,852)
Settlement charge			—			(36,122)			—			—			—			—
Amortization of prior service cost			(377)			(377)			(377)			—			—			—
Total recognized in other comprehensive income (loss)			$	52,158		$	20,021		$	(60,227)		$	1,558		$	2,546		$	1,728
Total recognized in net periodic benefit cost and other comprehensive income (loss)			$	94,306		$	89,277		$	(5,492)		$	10,481		$	11,946		$	9,784
Weighted average assumptions for expense purposes:
Discount rate			4.30		%	4.00%/4.40%			4.40		%	4.10		%	3.80		%	4.00		%
Expected rate of return on plan assets			6.00		%	6.00%/6.00%			6.00		%	N/A			N/A			N/A
Rate of compensation increase(a)			4.00		%	4.00		%	4.00		%	6.00		%	6.00		%	6.00		%

(a)The rate of compensation increase for participants eligible for the primary benefit under the unfunded plan is 6.00%. The assumed rate of compensation increase for participants eligible for the alternative benefit under the unfunded plan is 4.00%.

During the third quarter of fiscal 2019, TJX annuitized and transferred current pension obligations for certain U.S. retirees and beneficiaries under the funded plan through the purchase of a group annuity contract with an insurance company. TJX transferred $207.4 million of pension plan assets to the insurance company, thereby reducing its pension benefit obligations. The transaction had no cash impact on TJX but did result in a non-cash pre-tax pension settlement charge of $36.1 million, which is reported separately on the Consolidated Statements of Income. As a result of the annuity purchase the Company re-measured the funded status of its pension plan as of September 30, 2018. The assumptions for pension expense presented above includes a discount rate of 4.00% through the measurement date and 4.40% thereafter. The expected rate of return on plan assets is 6.00% through the measurement date and 6.00% thereafter. The discount rate for determining the obligation at the measurement date is 4.40%.

F-28

TJX develops its long-term rate of return assumption by evaluating input from professional advisors taking into account the asset allocation of the portfolio and long-term asset class return expectations, as well as long-term inflation assumptions.

The unrecognized gains and losses in excess of 10% of the projected benefit obligation are amortized over the average remaining service life of participants.

The following is a schedule of the benefits expected to be paid in each of the next five fiscal years and in the aggregate for the five fiscal years thereafter:

In thousands			Funded Plan Expected Benefit Payments			Unfunded Plan Expected Benefit Payments
Fiscal Year
2021			$	30,035		$	3,065
2022			34,911			6,970
2023			40,317			42,629
2024			46,097			5,983
2025			51,884			6,587
2026 through 2030			343,185			33,356

The following table presents the fair value hierarchy (See Note F—Fair Value Measurements of Notes to Consolidated Financial Statements) for pension assets measured at fair value on a recurring basis as of February 1, 2020 and February 2, 2019:

			Funded Plan at February 1, 2020
In thousands			Level 1			Level 2			Total
Asset category:
Short-term investments			$	109,953		$	—		$	109,953
Equity Securities			231,607			—			231,607
Fixed Income Securities:
Corporate and government bond funds			—			480,519			480,519
Futures Contracts			—			(2,540)			(2,540)
Total assets in the fair value hierarchy			$	341,560		$	477,979		$	819,539
Assets measured at net asset value(a)			—			—			742,735
Fair value of assets			$	341,560		$	477,979		$	1,562,274

			Funded Plan at February 2, 2019
In thousands			Level 1			Level 2			Total
Asset category:
Short-term investments			$	111,803		$	—		$	111,803
Equity Securities			226,042			—			226,042
Fixed Income Securities:
Corporate and government bond funds			—			376,438			376,438
Futures Contracts			—			1,029			1,029
Total assets in the fair value hierarchy			$	337,845		$	377,467		$	715,312
Assets measured at net asset value(a)			—			—			530,023
Fair value of assets			$	337,845		$	377,467		$	1,245,335

(a)In accordance with Subtopic 820-10, certain investments that were measured using net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the fair value of assets presented above.

Pension plan assets are reported at fair value. Investments in equity securities traded on a national securities exchange are valued at the composite close price, as reported in the Wall Street Journal, as of the financial statement date. This information is provided by the independent pricing sources.

Short-term investments are primarily cash related to funding of the plan which had yet to be invested as of balance sheet dates.

F-29

Certain corporate and government bonds are valued at the closing price reported in the active market in which the bond is traded. Other bonds are valued based on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flow approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks. All bonds are priced by independent pricing sources.

Assets measured at net asset value include investments in limited partnerships which are stated at the fair value of the plan’s partnership interest based on information supplied by the partnerships as compared to financial statements of the limited partnership or other fair value information as determined by management. Cash equivalents or short-term investments are stated at cost which approximates fair value, and the fair value of common/collective trusts is determined based on net asset value as reported by their fund managers.

The following is a summary of TJX’s target allocation guidelines for qualified pension plan assets as of February 1, 2020 along with the actual allocation of qualified pension plan assets as of the valuation date for the fiscal years presented:

			Target Allocation			February 1, 2020			February 2, 2019
Return-seeking assets			50%			44%			43%
Liability-hedging assets			50%			49%			49%
All other – primarily cash			—%			7%			8%

Under TJX’s investment policy, 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 any improvements in the plan’s funded status, the target allocation of return-seeking assets (generally, equities and other instruments with similar risk profile) may decline and the target allocation of liability-hedging assets (generally, fixed income and other instruments with a similar risk profile) may increase. 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 quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies.

Other Retirement Benefits

TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for all eligible U.S. employees and a similar type of plan for eligible employees in Puerto Rico. Employees may contribute up to 50% of eligible pay, subject to limitations. TJX matches employee contributions, up to 5% of eligible pay, including a basic match at rates of 25% or 75% (based upon date of hire and other eligibility criteria) plus a discretionary match, generally up to 25%, based on TJX’s performance. TJX may also make additional discretionary contributions. Eligible employees are automatically enrolled in the U.S. plan at a 2% deferral rate, unless the employee elects otherwise. The total cost of TJX contributions to these plans was $59.3 million in fiscal 2020, $60.8 million in fiscal 2019 and $54.5 million in fiscal 2018.

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 $6.6 million in fiscal 2020, $6.0 million in fiscal 2019 and $6.3 million in fiscal 2018. 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. We contributed $20.2 million for these programs in fiscal 2020, $15.3 million for these programs in fiscal 2019 and $12.6 million in fiscal 2018.

F-30

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 $20.2 million in fiscal 2020, $18.5 million in fiscal 2019 and $16.3 million in fiscal 2018 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), and their respective successor funds described below. TJX was listed in the Form 5500 for the Legacy Plan of the National Retirement Fund and the Adjustable Plan of the National Retirement Fund as providing more than 5% of the total contributions for the plan year ending December 31, 2018. Based on information available to TJX, effective January 1, 2018 a portion of each of the Legacy Plan of the National Retirement Fund and the Adjustable Plan of the National Retirement Fund was transferred to 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), respectively, two newly established multiemployer defined benefit pension plans. In addition, based on information available to TJX, the Pension Protection Act Zone Status for each of the Legacy Plan of the National Retirement Fund and the Legacy Plan of the UNITE HERE Retirement Fund is Critical and rehabilitation plans have been implemented.

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 we cease to have an obligation to contribute to a multiemployer plan in which we had been a contributing employer, or in certain other circumstances, we may be required to pay to the plan an amount based on our allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

Note J. Long-Term Debt and Credit Lines

The table below presents long-term debt, exclusive of current installments, as of February 1, 2020 and February 2, 2019. All amounts are net of unamortized debt discounts.

In thousands			February 1, 2020			February 2, 2019
General corporate debt:
2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $145 and $189 in fiscal 2020 and 2019, respectively)			$	499,855		$	499,811
2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $100 and $174 in fiscal 2020 and 2019, respectively)			749,900			749,826
2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $4,911 and $5,657 in fiscal 2020 and 2019, respectively)			995,089			994,343
Debt issuance cost			(8,219)			(10,364)
Total long-term debt			$	2,236,625		$	2,233,616

The aggregate maturities of long-term debt, inclusive of current installments at February 1, 2020 are as follows:

In thousands			Long-Term Debt
Fiscal Year 2021			$	—
2022			750,000
2023			—
2024			500,000
2025			—
Later years			1,000,000
Less: amount representing unamortized debt discount			(5,156)
Less: amount representing debt issuance cost			(8,219)
Aggregate maturities of long-term debt			$	2,236,625

F-31

At February 1, 2020, TJX had outstanding $1.0 billion aggregate principal amount of 2.25% ten-year notes due September 2026 and $500 million aggregate principal amount of 2.50% ten-year notes due May 2023. TJX entered into a rate-lock agreement to hedge $700 million of the 2.25% notes and $250 million of the 2.50% notes. The cost of these agreements are being amortized to interest expense over the term of the notes resulting in an effective fixed rate of 2.36% for the 2.25% notes and 2.57% for the 2.50% notes.

At February 1, 2020, TJX also had outstanding $750 million aggregate principal amount of 2.75% seven-year notes due June 2021. TJX also entered into rate-lock agreements to hedge the underlying treasury rate of all of the 2.75% notes prior to their issuance. The agreements were accounted for as cash flow hedges and the pre-tax realized loss of $7.9 million was recorded as a component of other comprehensive income and is being amortized to interest expense over the term of the notes, resulting in an effective fixed interest rate of 2.91%.

TJX has two $500 million revolving credit facilities, one which matures in March 2022 and one which matures in May 2024, both were outstanding as of February 1, 2020 and February 2, 2019. During fiscal 2020, the Company amended the two agreements to reflect the impact of implementing the new lease accounting standard under ASC 842 related to the definition of rental costs used within the debt covenant calculation. For additional information about the implementation of ASC 842, see Leases within Note A—Basis of Presentation and Summary of Accounting Policies of Notes to Consolidated Financial Statements. In addition, the maturity date for one of the revolving credit facilities was extended from March 2020 to May 2024.

The terms and covenants under the revolving credit facilities require quarterly payments of 6.0 basis points per annum on the committed amounts for both agreements. This rate is based on the credit ratings of TJX’s long-term debt and will vary with specified changes in the credit ratings. These agreements have no compensating balance requirements and have various covenants. Each of these facilities require TJX to maintain a ratio of funded debt to earnings before interest, taxes, depreciation and amortization and rentals (EBITDAR) of not more than 3.25 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at the end of all periods presented. As of February 1, 2020 and February 2, 2019, and during the years then ended, there were no amounts outstanding under these facilities. On March 20, 2020, the Company drew down $1 billion under these facilities. For additional information, see Note Q—Subsequent Event.

As of February 1, 2020 and February 2, 2019, TJX Canada had two uncommitted credit lines, a C$10 million facility for operating expenses and a C$10 million letter of credit facility. As of February 1, 2020 and February 2, 2019, and during the years then ended, there were no amounts outstanding on the Canadian credit line for operating expenses. As of February 1, 2020 and February 2, 2019, our European business at TJX International had an uncommitted credit line of £5 million. As of February 1, 2020 and February 2, 2019, and during the years then ended, there were no amounts outstanding on the European credit line.

Note K. Income Taxes

The 2017 Tax Act made broad and complex changes to the U.S. tax code which had a significant impact on our fiscal 2018 and fiscal 2019 tax expense, including reducing the U.S. federal corporate tax rate from 35% to 21%, expanded rules regarding expensing of fixed assets, and required one-time transition tax on certain undistributed earnings of foreign subsidiaries. Other provisions that became effective in Fiscal 2019 impacting income taxes include: an exemption from U.S. tax on dividends of future foreign earnings, expanded limitations on executive compensation, a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries tangible assets (i.e. global intangible low-taxed income or “GILTI”), and allows a benefit for foreign derived intangible income (“FDII”).

In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the 2017 Tax Act. We completed our analysis in the fourth quarter of fiscal 2019 and determined there was no material adjustment to the income tax expense. We have recorded current tax on GILTI relative to fiscal 2020 operations and will continue to account for GILTI as a period cost when incurred.

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

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
United States			$	3,742,227		$	3,463,785		$	3,255,057
Foreign			663,956			709,426			601,531
Income before provision for income taxes			$	4,406,183		$	4,173,211		$	3,856,588

F-32

The provision for income taxes includes the following:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Current:
Federal			$	708,508		$	711,369		$	1,063,141
State			250,830			251,187			160,650
Foreign			181,061			238,692			161,974
Deferred:
Federal			9,409			(62,278)			(164,523)
State			(8,203)			(27,831)			27,595
Foreign			(7,615)			2,274			(197)
Provision for income taxes			$	1,133,990		$	1,113,413		$	1,248,640

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

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019
Deferred tax assets:
Net operating loss carryforward			$	57,886		$	49,489
Reserves for lease obligations			3,114			2,799
Pension, stock compensation, postretirement and employee benefits			290,144			273,482
Leases(a)			—			45,740
Operating lease liabilities(a)			2,384,486			—
Accruals and reserves			54,550			42,709
Other			83,707			65,776
Total gross deferred tax assets			$	2,873,887		$	479,995
Valuation allowance			(60,086)			(51,711)
Net deferred tax asset			$	2,813,801		$	428,284
Deferred tax liabilities:
Property, plant and equipment			$	557,848		$	497,906
Capitalized inventory			46,778			42,981
Operating lease right of use assets(a)			2,315,690			—
Tradename/intangibles			15,705			14,019
Undistributed foreign earnings			1,806			1,856
Other			6,012			23,246
Total deferred tax liabilities			$	2,943,839		$	580,008
Net deferred tax (liability)			$	(130,038)		$	(151,724)
Non-current asset			$	12,132		$	6,467
Non-current liability			(142,170)			(158,191)
Total			$	(130,038)		$	(151,724)

(a) See Leases in Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements for impact of lease accounting changes.

F-33

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, 2020. We have not provided for federal, state, or foreign withholding taxes on the approximately $1.5 billion of undistributed earnings related to all other foreign subsidiaries as such earnings are considered to be indefinitely reinvested in the business. The net amount of unrecognized state and foreign withholding tax liabilities related to the undistributed earnings is not material.

As of February 1, 2020 and February 2, 2019, for state income tax purposes, TJX had net operating loss carryforwards of $190.3 million and $133.2 million respectively, which expire, if unused, in the years 2021 through 2039. 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 $13 million has been provided for the deferred tax asset as of February 1, 2020 and $10 million as of February 2, 2019.

As of February 1, 2020 and February 2, 2019, the Company had available for foreign income tax purposes (related to Australia, Austria and the Netherlands) net operating loss carryforwards of $156.4 million and $138.8 million respectively, of which $22 million will expire, if unused, in fiscal years 2025 through 2028. The remaining loss carryforwards do not expire. For the deferred tax assets associated with the net operating loss carryforwards for which management has determined it is more likely than not that the deferred tax assets will not be realized, TJX had valuation allowances recorded of approximately $46.9 million as of February 1, 2020, and approximately $41.7 million as of February 2, 2019.

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, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
U.S. federal statutory income tax rate			21.0		%	21.0		%	33.7		%
Effective state income tax rate			4.6			4.5			3.6
Impact of foreign operations			0.8			1.2			(0.1)
Excess share-based compensation			(1.3)			(1.2)			(1.3)
Impact of 2017 Tax Act			—			1.5			(2.3)
All other			0.6			(0.3)			(1.2)
Worldwide effective income tax rate			25.7		%	26.7		%	32.4		%

TJX’s effective income tax rate decreased for fiscal 2020 as compared to fiscal 2019. The decrease in the fiscal 2020 effective income tax rate is primarily driven by fiscal 2019 including a charge related to the 2017 Tax Act that was not incurred in fiscal 2020 and change in the jurisdictional mix of income.

TJX had net unrecognized tax benefits of $254.8 million as of February 1, 2020, $233.4 million as of February 2, 2019 and $57.3 million as of February 3, 2018.

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

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018
Balance, beginning of year			$	244,195		$	61,704		$	49,092
Additions for uncertain tax positions taken in current year			21,559			7,406			6,504
Additions for uncertain tax positions taken in prior years			722			177,741			7,990
Reductions for uncertain tax positions taken in prior years			—			—			(587)
Reductions resulting from lapse of statute of limitations			(4,022)			(1,388)			(1,295)
Settlements with tax authorities			(3,095)			(1,268)			—
Balance, end of year			$	259,359		$	244,195		$	61,704

Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition. These items amounted to $240 million as of February 1, 2020, $222 million as of February 2, 2019 and $55.8 million as of February 3, 2018.

F-34

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 2012 are no longer subject to examination.

TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The amount of interest and penalties expensed was $4.7 million for the year ended February 1, 2020, $11.9 million for the year ended February 2, 2019 and $1.9 million for the year ended February 3, 2018. The accrued amounts for interest and penalties are $27.9 million as of February 1, 2020, $23.6 million as of February 2, 2019 and $11.9 million as of February 3, 2018.

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of statutes of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those represented on the financial statements as of February 1, 2020. During the next twelve months, it is reasonably possible that tax audit resolutions may reduce unrecognized tax benefits by $0 to $31 million, which would reduce the provision for taxes on earnings.

Note L. Leases

TJX is committed under long-term leases related to its continuing operations for the rental of real estate and certain service contracts containing embedded leases, all of which are operating leases. Real estate leases represent virtually all of our store locations as well as some of our distribution centers and office space. Most of TJX’s leases in the U.S. and Canada are store operating leases with ten-year terms and options to extend for one or more five-year periods. Leases in Europe generally have an initial term of ten to fifteen years and leases in Australia generally have an initial lease term of primarily seven to ten years, some of which have options to extend. Many of the Company's leases have options to terminate prior to the lease expiration date. The exercise of both lease renewal and termination options is at our sole discretion and is not reasonably certain at lease commencement. The Company has deemed that the expense of store renovations makes the renewal of the next lease option reasonably certain to be exercised after these renovations occur.

While the overwhelming majority of leases have fixed payment schedules, some leases have variable lease payments based on market indices adjusted periodically for inflation, or include rental payments based on a percentage of retail sales over contractual levels. In addition, for real estate leases, TJX is generally required to pay insurance, real estate taxes and other operating expenses including common area maintenance based on a proportionate share of premises, and some of these costs are based on a market index, primarily in Canada. For leases with these payments based on a market index, the initial lease payment amount is used in the calculation of the operating lease liability and corresponding operating lease assets included on the Consolidated Balance Sheets. Future payment changes to these market index rate leases are not reflected in the operating lease liability and are instead included in variable lease cost. Variable lease cost also includes variable operating expenses for third party service centers and dedicated transportation contracts that are deemed embedded leases. The operating lease ROU assets also includes any lease payments made in advance of the assets use and is reduced by lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Supplemental balance sheet information related to leases as of February 1, 2020 is as follows:

			February 1, 2020
Weighted-average remaining lease term			7.2 years
Weighted-average discount rate			2.9		%

The following table is a summary of the Company’s components of net lease cost for the fiscal year ended February 1, 2020:

In thousands			Classification			February 1, 2020
Operating lease cost			Cost of sales, including buying and occupancy costs			$	1,752,122
Variable and short term lease cost			Cost of sales, including buying and occupancy costs			1,226,716
Total lease cost						$	2,978,838

F-35

Supplemental cash flow information related to leases for the fiscal year ended February 1, 2020 is as follows:

In thousands			February 1, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases			$	1,736,403
Lease liabilities arising from obtaining right of use assets			$	1,786,212

The following table summarizes the maturity of lease liabilities under operating leases as of February 1, 2020:

In thousands			February 1, 2020
Fiscal year 2021			$	1,781,208
2022			1,667,836
2023			1,511,599
2024			1,327,875
2025			1,100,887
Later years			2,828,567
Total lease payments(a)			10,217,972
Less: imputed interest(b)			990,123
Total lease liabilities(c)			$	9,227,849

(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 our 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.

The following table represents the gross minimum rental commitments under noncancelable leases as of the fiscal year ended February 2, 2019, prior to our adoption of Topic 842:

In thousands			February 2, 2019
Fiscal year 2020			$	1,676,700
2021			1,603,378
2022			1,441,444
2023			1,253,420
2024			1,042,184
Later years			2,774,845
Total lease payments			$	9,791,971

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Note M. Accrued Expenses and Other Liabilities, Current and Long Term

The major components of accrued expenses and other current liabilities are as follows:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019
Employee compensation and benefits, current			$	771,740		$	737,920
Merchandise credits and gift certificates			500,844			450,302
Occupancy costs, including rent, utilities and real estate taxes			283,383			243,192
Dividends payable			281,703			241,972
Sales tax collections and V.A.T. taxes			195,059			170,249
Accrued capital additions			125,361			119,172
All other current liabilities			883,684			770,269
Total accrued expenses and other current liabilities			$	3,041,774		$	2,733,076

All other current liabilities include accruals for expense payables, insurance, customer rewards liability, reserve for sales returns, reserve for taxes, advertising, fair value of derivatives, interest and other items, each of which is individually less than 5% of current liabilities.

The major components of other long-term liabilities are as follows:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019
Employee compensation and benefits, long-term			$	514,788		$	449,065
Tax reserve, long-term			255,371			235,467
Asset retirement obligation			52,214			49,692
Accrued rent(a)			—			269,057
Build-to-suit lease obligations(b)			—			243,258
Landlord allowances(a)			—			80,425
All other long-term liabilities			28,743			27,278
Total other long-term liabilities			$	851,116		$	1,354,242

(a)Accrued rent (straight line rent) and landlord allowances were reclassified to Operating lease right of use assets upon adoption of the new accounting standard in fiscal 2020. See Note A—Basis of Presentation and Summary of Accounting Policies for additional information.

(b)Build-to-suit lease obligations were de-recognized under the new lease accounting standard in fiscal 2020. See Note A—Basis of Presentation and Summary of Accounting Policies for additional information.

Note N. Contingent Obligations, Contingencies, and Commitments

Contingent Obligations

TJX has contingent obligations on leases, for which it was a lessee or guarantor, which were assigned to third parties without TJX being released by the landlords. Over many years, TJX has assigned numerous leases that it had originally leased or guaranteed to a significant number of third parties. With the exception of leases of former businesses for which TJX has reserved, the Company has rarely had a claim with respect to assigned leases, and accordingly, the Company does not expect that such leases will have a material adverse impact on our financial condition, results of operations or cash flows. TJX does not generally have sufficient information about these leases to estimate our potential contingent obligations under them, which could be triggered in the event that one or more of the current tenants does not fulfill their obligations related to one or more of these leases.

TJX may also be contingently liable on up to eight leases of former TJX businesses, for which we believe the likelihood of future liability to TJX is remote, and has contingent obligations in connection with certain assigned or sublet properties that TJX is able to estimate. We estimate that the undiscounted obligations of (i) leases of former operations not included in our reserve for former operations and (ii) properties of our former operations if the subtenants or assignees do not fulfill their obligations, are approximately $28.0 million as of February 1, 2020. We believe that most or all of these contingent obligations will not revert to us and, to the extent they do, will be resolved for substantially less due to mitigating factors including our expectation to further sublet.

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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 often limited in and amount. There are no amounts reflected in our Consolidated Balance Sheets with respect to these contingent obligations.

Contingencies

TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of our business. In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes. The lawsuits are in various procedural stages and seek monetary damages, injunctive relief and attorneys’ fees. In connection with ongoing litigation, an immaterial amount has been accrued in the accompanying Consolidated Financial Statements.

Letters of Credit

TJX had outstanding letters of credit totaling $29.6 million as of February 1, 2020 and $41.9 million as of February 2, 2019. Letters of credit are issued by TJX primarily for the purchase of inventory.

Note O. Supplemental Cash Flow Information

TJX’s cash payments for interest and income taxes and non-cash investing and financing activities are as follows:

			Fiscal Year Ended
In thousands			February 1, 2020			February 2, 2019			February 3, 2018
									(53 weeks)
Cash paid for:
Interest on debt			$	56,322		$	64,007		$	64,308
Income taxes			1,280,680			1,147,511			1,289,964
Non-cash investing and financing activity:
Build-to-suit construction in progress(a)			$	—		$	(40,911)		$	(27,207)
Build-to-suit lease obligation(a)			—			40,911			27,207
Dividends payable			40,226			42,943			29,836
Property additions			6,189			28,836			(21,627)

(a)The assets and liabilities related to non-TJX owned properties that had previously existed under build-to-suit accounting have been de-recognized in fiscal 2020 upon adoption of the new lease accounting standard.

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Note P. Selected Quarterly Financial Data (Unaudited)

Presented below is selected quarterly consolidated financial data for fiscal 2020 and fiscal 2019 which was prepared on the same basis as the audited consolidated financial statements and includes all adjustments necessary to present fairly, in all material respects, the information set forth therein on a consistent basis.

Amounts in thousands except per share amounts			First Quarter			Second Quarter			Third Quarter(b)			Fourth Quarter
Fiscal Year Ended February 1, 2020
Net sales			$	9,277,585		$	9,781,596		$	10,451,334		$	12,206,462
Gross earnings(a)			2,639,700			2,755,539			3,011,301			3,464,657
Net income			700,178			758,962			828,263			984,790
Basic earnings per share			0.58			0.63			0.69			0.82
Diluted earnings per share			0.57			0.62			0.68			0.81
Fiscal Year Ended February 2, 2019
Net sales			$	8,688,720		$	9,331,115		$	9,825,759		$	11,127,340
Gross earnings(a)			2,510,481			2,695,300			2,842,276			3,093,700
Net income			716,381			739,626			762,253			841,538
Basic earnings per share			0.57			0.59			0.62			0.69
Diluted earnings per share			0.56			0.58			0.61			0.68

(a)Gross earnings equal net sales less cost of sales, including buying and occupancy costs.

(b)The third quarter of fiscal 2019 includes a $36.1 million pension settlement charge.

Note Q. Subsequent Event

In December 2019, COVID-19 emerged and has subsequently spread worldwide. The World Health Organization has declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus. After close monitoring and responses and guidance from federal, state and local governments, in an effort to mitigate the spread of COVID-19, effective March 19, 2020, the Company closed all of its stores for at least two weeks and has temporarily closed its online businesses, its distribution centers and its offices with Associates working remotely where possible. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level to evaluate possible extensions to all or part of such closures.

In addition, we have taken several steps to further strengthen our financial position and balance sheet, and maintain financial liquidity and flexibility, including, suspending our share repurchase program, reviewing operating expenses, evaluating merchandise purchases, reducing capital expenditures and drawing down $1.0 billion on our revolving credit facilities. As of March 20, 2020, the Company had $1.0 billion outstanding under these facilities. In addition the Company does not intend to declare a dividend for the first quarter of fiscal 2021, and we continue to evaluate our dividend program in the near term.

As the COVID-19 pandemic is complex and rapidly evolving, the Company's plans as described above may change. At this point, we cannot reasonably estimate the duration and severity of this pandemic, which could have a material adverse impact on our business, results of operations, financial position and cash flows.

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