TJX Companies (TJX) 10-K risk factor changes: FY2022 vs FY2021

Our [removed: business has] [added: business, financial condition and results of operations have] been and [removed: may] [added: are expected to] continue to be [removed: materially and] adversely affected by the impact of the [removed: ongoing] COVID-19 pandemic.

[removed: National, state and local] [added: Many] governments [removed: as well as] [added: and] private entities [removed: began issuing] [added: have issued] various [removed: restrictions, including] [added: restrictions at different points in time since the emergence and spread of COVID-19 worldwide, including, for example,] travel restrictions, restrictions on public gatherings, limitations on business operations, [added: mask mandates, vaccination requirements,] stay at home orders and [removed: advisories,] [added: advisories] and quarantining protocols.

[removed: As our stores and facilities reopened,] [added: In response to the COVID-19 pandemic] we [added: also] implemented new practices and [removed: protocols,] [added: protocols in our operations,] including enhanced cleaning protocols, occupancy [removed: limitations,] [added: limitations] and additional health and safety protocols that resulted in additional payroll and continued or increased expenses while potentially impacting sales opportunities.

Many stores have [removed: had additional temporary closures since we began reopening] [added: had, and] in [removed: May 2020, with] the [removed: vast majority of the closures in Europe and Canada, and some stores and facilities are currently closed and/or] [added: future] may [removed: be closed] again [removed: in the future,] [added: have, additional temporary closures or be subject to additional restrictions,] further adversely impacting [added: customer traffic and] sales opportunities.

In addition, the pandemic [added: and related factors] may have changed [added: or change] our Associates’ willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of health concerns, economic pressures or otherwise.

In addition, market conditions and the impact of the pandemic on the global economy [added: and global supply chain] have impacted and may continue to impact the financial viability or business operations of some of our suppliers and transportation or logistics providers, which has interrupted and increased costs for, and may in the future interrupt and further increase costs for, our supply [removed: chain] [added: chain,] and could require additional changes to our operations.

Key elements of our off-price business strategy, including opportunistic buying, operating with lean inventory [removed: levels,] [added: levels] and frequent inventory turns, subject us to risks.

If we do not obtain the right merchandise at the right times, in the right quantities, at the right [removed: prices,] [added: prices] and in the right mix, our customer traffic and our sales, [removed: margins,] [added: margins] and other financial results could be adversely affected.

Our merchants are expected to effectively react to rapidly changing opportunities and trends in the market, to assess the desirability and value of [removed: merchandise,] [added: merchandise] and to generally make determinations of how and what we source as well as when and from where we source it.

If they do not make assessments accurately or otherwise cannot execute our strategy in an effective or timely way, our customer traffic and our sales, [removed: margins,] [added: margins] and other financial results could be adversely affected.

If our merchandise is not generally purchased at prices sufficiently below prices paid by conventional retailers, we may not be able to maintain an adequate overall pricing differential to full-price retailers, including department, [removed: specialty,] [added: specialty] and major online retailers, at various times or in some reporting segments, banners, product [removed: categories,] [added: categories] or geographies.

In addition, to respond to customer demand and effectively manage pricing and markdowns, we need to appropriately allocate and deliver merchandise to our stores, maintain an appropriate mix and level of inventory in each [removed: store,] [added: store] and be flexible in our allocation of floor space at our stores among product categories.

If we fail to successfully implement our [removed: various] marketing efforts [added: and these marketing efforts are not successful in driving expected traffic to our stores] or if our competitors’ [added: marketing] programs are more effective than ours, our revenue or results of operations may be adversely affected.

Although we use marketing to drive customer traffic through various media including television, radio, print, outdoor, digital/social media, email, [removed: mobile,] [added: mobile] and direct mail, some of our competitors may expend more for their [added: marketing] programs than we do, or use different approaches than we do, which may provide them with a competitive advantage.

However, we may not do so effectively and/or on a timely basis across our diverse merchandise categories and in each of the many markets in the U.S., Canada, [removed: Europe,] [added: Europe] and Australia in which we do business.

Trends and preferences in markets may differ from what we [removed: anticipate,] [added: anticipate] and could change [removed: rapidly, as they did during fiscal 2021 in connection with the ongoing COVID-19 pandemic.][added: rapidly.]

These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors, such as the COVID-19 pandemic’s impact on consumers’ [removed: comfort levels in visiting stores] [added: shopping habits] as well as their expectations for our stores, including health and safety protocols.

We compete on the basis of various factors affecting value (which we define as the combination of brand, fashion, [removed: price,] [added: price] and [removed: quality) –] [added: quality),] merchandise selection and freshness; banner name recognition and appeal; both in-store and online service and shopping experience; convenience; and store location.

We compete with local, regional, national and international retailers that sell apparel, home [removed: fashions,] [added: fashions] and other merchandise that we sell, including retailers that operate through stores, [removed: e-commerce,] [added: e-commerce] and/or other media or channels.

Additionally, existing competitors may enter or increase their presence in markets in which we operate, consolidate with other retailers, expand their merchandise offerings, expand their e-commerce [removed: capabilities,] [added: capabilities] and/or add new sales channels or change their pricing strategies.

Our growth strategy includes successfully expanding within our current markets and/or into new geographic regions, product [removed: lines,] [added: lines] and channels, including e-commerce, and, as appropriate, adding new businesses, whether by development, [removed: investment,] [added: investment] or acquisition.

If any aspect of our expansion strategy does not achieve the success we expect, in whole or in part, we may fail to meet our financial performance expectations generally or within certain markets or divisions, and/or may be required to increase [added: or decrease] investments, slow our planned [removed: growth,] [added: growth] or close stores or operations.

[removed: For example,] [added: Even] if [added: a particular market has high commercial vacancies, if] we are not able to find and lease appropriate real estate on attractive terms in the locations where we seek to open brick and mortar stores, [removed: or] [added: or, for example,] if new stores do not perform as well as we anticipated, we may need to change our planned growth in those markets.

Our substantial size can make it challenging to run our complex operations effectively and to manage suitable internal resources and [removed: third party] [added: third-party] providers with appropriate oversight to support our business effectively, including for administration, systems (including information technology systems), merchandising, sourcing, store operations, distribution, [removed: logistics,] [added: logistics] and compliance.

The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, [removed: Europe,] [added: Europe] and Australia, and the autonomy afforded to the banners in some aspects of the business also increase the risk that our systems, controls, [removed: practices,] [added: practices] and policies may not be implemented effectively or consistently throughout our [removed: Company,] [added: company,] that information may not be appropriately shared across our operations, and that our marketing and communications strategies may lack cohesion.

The size and scale of our business also creates challenges in effectively managing, training, [removed: retaining,] [added: retaining] and engaging a large, disparate workforce.

These challenges may be exacerbated if a [removed: large] portion of our workforce is [added: working remotely for all or part of their time, as started to be the case during fiscal 2021, or is] unable to work on [removed: site, temporarily furloughed] [added: site] or [removed: working remotely,] [added: is temporarily furloughed,] as was the case [removed: during parts of fiscal 2021.][added: in recent years.]

Many of the products sold in our stores are sourced by our vendors and, to a lesser extent, by us, in locations, particularly China, [removed: India,] [added: India] and southeastern Asia, [removed: which are outside of] [added: different from] the country [removed: where] [added: in which] they will be sold.

[removed: –potential] [added: –potential] disruptions in manufacturing and supply;

–changes in duties, tariffs, trade restrictions, sanctions, quotas and voluntary export restrictions on imported merchandise, including, for example, [removed: changes to] [added: additional] trade requirements resulting from [added: “Brexit,”] the U.K.’s withdrawal [removed: in January 2020] from the European [removed: Union (commonly referred to as “Brexit”);] [added: Union;] tariffs and border adjustment taxes; changes to the United States Mexico Canada Agreement (the successor to the North American Free Trade Agreement) or successor or other trade agreements;

–concerns about human rights, working conditions and other labor rights and conditions in countries where merchandise is produced or materials are sourced, such as [removed: the] concerns related to treatment of the Uyghur population in the Xinjiang province of China;

[removed: –political] [added: –political, military,] or other disruptions in countries from, to or through which merchandise is [removed: imported.][added: imported, including in Ukraine and Russia.]

Our results and profitability could be adversely affected by labor costs, including wage, [removed: pension] [added: pension, health] and [removed: healthcare] [added: other] costs, or other challenges from our large workforce.

We have a large workforce, and our ability to meet our labor needs and control labor costs is subject to various external factors such as minimum wage laws and benefits requirements; market pressures, including prevailing wage rates and benefit [added: levels, unemployment] levels and [removed: unemployment levels;] [added: competition for labor from other industries;] changing [removed: demographics;] [added: demographics and workforce trends;] economic [removed: conditions;] [added: conditions, including inflation;] interest rate changes; actuarial assumptions and methods; the costs of providing and managing retirement, [removed: health,] [added: health] and other employee benefits, including health and insurance costs; and a dynamic regulatory and policy environment, including with respect to [added: COVID-19 related mandates and protocols,] health care, immigration, labor, employment, pension and other employee benefits, and taxes.

Any of these factors could increase our labor [removed: costs.][added: costs (and the labor costs of our service providers, which could be passed on to us).]

In addition, when wage rates or benefit levels have increased in particular markets, increasing our wages or benefits has [removed: negatively impacted] and may continue to [removed: negatively] [added: increase expenses and] impact our earnings.

We are subject to the risk of labor actions of various kinds, including work stoppages, as well as risks and potential material expenses associated with multiemployer plans, including from pension plan underfunding, benefit cuts, increased contribution or funding requirements, changes in plan terms, withdrawal liability, increased premium costs, conditions imposed under any governmental assistance [removed: programs,] [added: programs] or insolvency of other participating employers or governmental insurance programs.

We need to employ capable, engaged Associates [removed: in large numbers] for our stores and distribution centers [removed: and, to a lesser extent,] [added: in large numbers, and] for other areas of our business, including information technology functions.

We must constantly recruit new Associates to fill entry level and part-time positions with [removed: historically] high rates of turnover and at times find seasonal talent in sufficient numbers.

In addition, due to the ongoing COVID-19 [removed: pandemic,] [added: pandemic and economic conditions,] we have faced and may continue to face additional challenges in recruiting sufficient talent due to [added: shifts in the labor market, wage pressures and competition, and] health and safety [removed: concerns and disruption to the availability of school or childcare,] [added: concerns,] among other factors, as well as the challenges in engaging, overseeing and training those Associates who would typically work from our offices, most of whom have [removed: been working] [added: worked primarily] remotely since March [removed: 2020.][added: 2020 and continue to work primarily remotely.]

The COVID-19 pandemic has had, and is continuing to have, a significant impact on our business, financial condition and results of operations.

For a period in fiscal 2021 during the first major peak of the COVID-19 outbreak, all of our stores, online businesses and distribution centers were temporarily closed, during which time we were unable to generate sales, though we continued to incur expenses.

For example, as of March 25, 2022, certain countries in Europe remained subject to COVID-19-related shopping restrictions.

We expect that our operations will continue to be impacted by the effects of the COVID-19 pandemic as it continues to evolve.

The extent of the impact will depend in part on future developments that are difficult to predict, including the continued severity and spread of the virus and the success of prevention, treatment and containment efforts globally.

The COVID-19 pandemic has also required and may continue to require us to make decisions that may be considered controversial about precautionary measures, such as requiring vaccinations, proof of vaccinations and face coverings, that could impact our results, including by impacting our brand reputation, our Associate retention and satisfaction, and the willingness of customers to shop our stores.

Further, it remains difficult to predict with certainty the full impact of COVID-19 on the broader economy and how consumer behavior may change, and whether such changes are temporary or permanent (whether during the pandemic or possibly in a post-pandemic epidemic or endemic phase).

Levels of our customers’ spending at our stores and consumer discretionary spending more generally may be impacted by the ongoing pandemic and its impact on the economy.

Social distancing, telecommunicating and reductions in travel may become more typical and replace past patterns.

All of these conditions could impact the way our Associates work, affect our company culture and reputation and could have continuing adverse effects on our business, financial condition and results of operations.

Our ability to allocate, deliver and maintain our preferred mix and level of inventory has been impacted by temporary store closures and global supply chain disruptions, including, for example, by increasing competition for limited shipping capacity and by other operational and market changes related to the global pandemic.

Consumer e-commerce spending has been increasing over the past few years.

While certain of these attempts have resulted in data security incidents, the unauthorized intrusion into our network discovered late in 2006 is the only such data security incident to date that has been material to the results of our operations.

Furthermore, we may not be able to strategically divest certain assets or investments due to developments outside of our control.

For example, in connection with the ongoing conflict between Russia and Ukraine, we announced our intention to divest our ownership interest in Familia.

Depending on how and when that divestment occurs, we may not recover the full value of our investment.

We anticipate that we may recognize an investment loss or be required to record an impairment charge in connection with our planned divestiture of Familia.

We also remain primarily liable if we sublease space to a third party.

Changes in economic conditions could adversely affect sources of liquidity available to us or our costs of capital, including through capital markets.

In particular, prolonged volatility or significant disruption of global financial markets due in part to the COVID-19 pandemic and Russia’s invasion of Ukraine could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, and impede our ability to comply with debt covenants.

Shortages or disruptions, including from increased demand and other factors, impacting transportation within our supply chain also negatively impacts our cost of business.

In fiscal 2023, we anticipate that the conflict in Ukraine and related sanctions on Russia may impact fuel resources and operations of third parties along our supply chain such that our inventory flow and financial performance may be negatively impacted.

These mitigation strategies may not be effective or sufficient.

After COVID-19 emerged and spread worldwide, the World Health Organization declared COVID-19 a pandemic in March 2020.

The temporary closures of our stores, online businesses, and distribution centers, and additional operating expenses and other impacts from the ongoing pandemic, have had and may continue to have an adverse impact on our business operations, financial position, and liquidity.

For example, during the time our facilities were closed in the first half of fiscal 2021 and our day-to-day retail operations were suspended, we were unable to generate sales.

At the same time, we continued to incur expenses, including labor, occupancy and other costs, such as continued pay for certain Associates during closures, continued employee benefits coverage for eligible Associates during temporary furloughs at no cost to impacted Associates in the U.S. and Canada and comparable actions with respect to portions of our TJX Europe workforce.

Some of these pandemic-related expenses and/or operational limits have continued into the beginning of fiscal 2022 and we expect they may continue to some extent in the future.

Further, changes in our customers’ willingness to shop our stores, the levels of our customers’ spending at our stores, and the more general impact of the ongoing pandemic on the economy and consumer discretionary spending (for example, as a result of erosion in consumer sentiment or the impact of high unemployment or otherwise) have also impacted and may continue to impact our business operations, financial performance, and liquidity.

We have seen reduced customer traffic and sales declines in most of our divisions.

These declines could continue or accelerate for the remainder of the pandemic and beyond.

The extent of the impact of the COVID-19 pandemic on our business will depend on future developments, which remain highly uncertain and difficult to predict, including the duration, severity and sustained geographic spread of the pandemic, additional waves of increased infections, the virulence and spread of different strains of the virus, and the extent to which associated prevention, containment, remediation and treatment efforts, including global vaccination programs, are successful.

Our ability to allocate, deliver and maintain an appropriate mix and level of inventory was also impacted during fiscal 2021 by temporary closures of our stores, distribution centers, and e-commerce sites, including by affecting decisions on mark-downs, pack-away, and perishables, particularly in the second quarter when our stores and distribution centers reopened after the first temporary closures, and by other operational and market changes related to the global pandemic.

During fiscal 2021, additional regulations or health and safety concerns related to the ongoing pandemic impacted our competitors differently, based on factors such as location, sales channel strategy, merchandising strategy and others.

Consumer spending online, which has been increasing, also appears to have accelerated as a result of the COVID-19 pandemic.

While we have implemented measures designed to further strengthen these policies, procedures and controls since the unauthorized intrusions into our network discovered late in 2006, we may suffer a similar or different cyber event in the future.

The discussion that follows relates to our 52-week fiscal years ended January [added: 29, 2022 (fiscal 2022), January] 30, 2021 (fiscal [removed: 2021) and] [added: 2021),] February 1, 2020 (fiscal [removed: 2020).][added: 2020) and January 28, 2023 (fiscal 2023).]

Discussions of fiscal [removed: 2019] [added: 2020] items and year-to-year comparisons between fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2019] [added: 2020] that are not included in this Form 10-K can be found in [removed: "Management's] [added: “Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended [removed: February 1, 2020.][added: January 30, 2021.]

We do this by selling a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every [removed: day.][added: day through our stores and five distinctive branded e-commerce sites.]

We operate [removed: over 4,500] [added: nearly 4,700] stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates [removed: HomeGoods] [added: HomeGoods, Homesense,] and [removed: Homesense);] [added: homegoods.com);] TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense and tkmaxx.com in Europe, and T.K. Maxx in Australia).

[removed: We] [added: The health and safety of our Associates and customers remained a top priority during fiscal 2022, and we] continue to monitor developments, including government requirements and recommendations [removed: at the national, state, and local level] that could result in possible additional impacts to our operations.

[removed: This] [added: The below table] represents total store days closed due to the COVID-19 pandemic as a percentage of potential total store days [removed: open.][added: open in fiscal 2022 and fiscal 2021 by segment.]

| | | | | | | [added: | | |] Fiscal [removed: 2021] [added: 2022] | | | [added: Fiscal 2021 | | |]

| Marmaxx | | | | | | [added: | | | — | | % |] 20 | | % |

| HomeGoods | | | | | | [added: | | | — | | % |] 20 | | [added: %] |

| TJX Canada | | | | | | [added: | | | 12 | | % |] 29 | | [added: %] |

| TJX International | | | | | | [added: | | | 19 | | % |] 36 | | [added: %] |

[removed: In] [added: The cash inflows in fiscal 2021 were a result of completing] the [removed: first quarter] [added: issuance and sale] of [removed: fiscal 2021, TJX issued] $4 billion aggregate principal amount of notes.

For additional information on the [removed: new credit facility and] debt transactions, see Note [removed: K—Long-Term] [added: J—Long-Term] Debt and Credit Lines of Notes to Consolidated Financial Statements.

[removed: While our Board of Directors did not declare a dividend in the first nine months of fiscal 2021, we declared a] [added: A] dividend of $0.26 per share [added: was declared] in the fourth quarter of fiscal [removed: 2021,] [added: 2022 and] paid in March [removed: 2021.][added: of 2022.]

[removed: As a result of the COVID-19 pandemic, our] [added: Our] stores were [added: temporarily] closed in the aggregate for approximately [added: 4% of fiscal 2022 and approximately] 24% of fiscal 2021.

Highlights of our financial performance for fiscal [removed: 2021] [added: 2022] include the following:

–Net sales [removed: decreased 23% to] [added: were $48.5 billion,] $32.1 [added: billion, and $41.7] billion for fiscal [added: 2022, fiscal] 2021, [removed: versus] [added: and] fiscal [removed: 2020 sales of $41.7 billion.][added: 2020, respectively.]

As of January [removed: 30, 2021,] [added: 29, 2022,] the number of stores in operation [removed: (including stores that had been temporarily closed due to COVID-19)] increased [removed: 1%] [added: approximately 3%] and selling square footage increased [removed: 1%] [added: 2%] compared to the end of fiscal [removed: 2020.][added: 2021.]

[removed: –Diluted] [added: –Diluted] earnings per share [added: were $2.70] for fiscal [removed: 2021 were] [added: 2022, which included a debt extinguishment charge of $0.15 per share, compared to] $0.07 [removed: versus $2.67] [added: for fiscal 2021, which included a debt extinguishment charge of $0.19] per [removed: share in] [added: share, and $2.67 for] fiscal 2020.

–Pre-tax margin (the ratio of pre-tax income to net sales) [removed: for fiscal 2021] was [added: 9.1%,] 0.3%, [removed: a 10.3 percentage point decrease compared with] [added: and] 10.6% [removed: in] [added: for] fiscal [removed: 2020.][added: 2022, fiscal 2021, and fiscal 2020, respectively.]

[removed: *–*The] [added: –A] debt extinguishment charge of [removed: $0.3] [added: $0.2] billion reduced fiscal [removed: 2021] [added: 2022] pre-tax margin by [removed: 1.0] [added: 0.5] percentage [removed: point] [added: points] and [added: a debt extinguishment charge of $0.3 billion] reduced [removed: earnings per share] [added: fiscal 2021 pre-tax margin] by [removed: $0.19 per share.][added: 1.0 percentage point.]

[removed: –Our] [added: –Our] cost of sales, including buying and occupancy costs, ratio [removed: for fiscal 2021] was [added: 71.5%,] 76.3%, [removed: a 4.8 percentage point increase compared with] [added: and] 71.5% [removed: in] [added: for] fiscal [removed: 2020.][added: 2022, fiscal 2021, and fiscal 2020, respectively.]

[removed: –Our] [added: –Our] selling, general and administrative (“SG&A”) expense ratio [removed: for fiscal 2021] was [added: 18.7%,] 21.8%, [removed: a 3.9 percentage point increase compared with] [added: and] 17.9% [removed: in] [added: for] fiscal [removed: 2020.][added: 2022, fiscal 2021, and fiscal 2020, respectively.]

[removed: –Our] [added: –Our] consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were [removed: down 21%] [added: up 31%] on a reported basis and [removed: down 22%] [added: 32%] on a constant currency basis at the end of fiscal [removed: 2021] [added: 2022] as compared to [removed: a 4% increase in average per store inventories] [added: fiscal 2021, and we were up 3%] on both a reported [added: basis] and constant currency basis at the end of fiscal [added: 2022 as compared to fiscal] 2020.

Net sales [removed: for fiscal 2021] totaled [added: $48.5 billion,] $32.1 billion, [removed: a 23% decrease over] [added: and $41.7 billion for] fiscal [removed: 2020.][added: 2022, fiscal 2021 and fiscal 2020, respectively.]

As a result of the [removed: extended] [added: extensive temporary] store closures [added: during fiscal 2021] due to the COVID-19 pandemic and our [removed: policy] [added: practice] relating to the treatment of extended [added: temporary] store closures when calculating comp store [removed: sales under our historical definition,] [added: sales,] we had no stores classified as comp stores at the end of fiscal [added: 2022 and fiscal] 2021.

[removed: In order to provide a performance indicator for our stores as they reopened, since] [added: Since] the second quarter of fiscal 2021, we [removed: have been] temporarily [removed: reporting a new sales measure,] [added: reported] open-only comp store sales.

Open-only comp store sales includes stores initially classified as comp stores at the beginning of fiscal 2021 that [removed: have] had to temporarily close due to the COVID-19 pandemic.

This measure reports the sales increase or decrease of these stores for the days the stores were open in the current period against sales for the same days in [removed: the] [added: fiscal 2020,] prior [removed: year.][added: to the pandemic.]

Open-only comp [added: store] sales of our foreign segments are calculated by translating the current year using [removed: the prior year’s] [added: fiscal 2020’s] exchange rates.

Our historical definition of comp store sales is [added: also] presented below for reference.

Open-only comp store sales were [removed: down 4%] [added: up 32%] for fiscal [removed: 2021 as] [added: 2022] compared to [removed: last year.][added: fiscal 2020.]

[removed: Our stores] [added: Stores] were closed [removed: in the aggregate] for approximately [removed: 24%] [added: 20%] of fiscal [removed: 2021.][added: 2021 as a result of the COVID-19 pandemic.]

*Historical [removed: Definition of Comp] [added: Comparable] Store Sales*

[removed: We are temporarily reporting a new sales measure, open-only comp store sales, as described above.][added: *Open-Only Comp Store Sales*]

–Sales from our e-commerce sites, meaning sierra.com, tjmaxx.com, [removed: marshalls.com] [added: marshalls.com, homegoods.com] and tkmaxx.com

Beginning in fiscal 2020, Sierra stores that [removed: otherwise] fit the comp store definition [removed: are] [added: were] included in comp stores in our Marmaxx segment.

| | | | Percentage of Net Sales | | | | | | | | | [added: | | |]

| | | | Fiscal [removed: 2021] [added: 2022] | | | Fiscal [added: 2021 | | | Fiscal] 2020 | | | | | |

| Net sales | | | 100.0 | | % | 100.0 | | % | [added: 100.0] | | [added: %] | [added: | | |]

The COVID-19 pandemic continued to impact the U.S. and other countries around the world in fiscal 2022.

During fiscal 2022, while our stores in the U.S. and all of our e-commerce businesses remained open for the entire period, we did have government-mandated temporary store closures in Europe, Canada and Australia, resulting in our stores being closed in the aggregate for approximately 4% of fiscal 2022.

Additionally, intermittently throughout the year, we operated under government-mandated shopping restrictions, including capacity limitations.

Stores were temporarily closed for approximately 24% of fiscal 2021 due to temporary closures across all geographies.

Overall, our fiscal 2022 results were significantly better than our fiscal 2021 results.

In addition to comparing current year results to fiscal 2021, we may, where meaningful, also compare these results to a comparable period in the fiscal year ended February 1, 2020, prior to the emergence of the pandemic.

We believe this additional comparison provides insight into how we are managing the business and performing as compared to our pre-pandemic results.

–During fiscal 2022, we returned $3.4 billion to our shareholders through share repurchases and dividends.

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*Divestiture of Equity Investment*

Subsequent to the fiscal year ended January 29, 2022, given the recent Russian invasion of Ukraine, we committed to divesting our equity ownership in Familia.

As of March 2, 2022, Douglas Mizzi and Scott Goldenberg have resigned from their director and observer positions, respectively, on Familia’s board of directors, effective immediately.

As a result of this commitment to divest, we may recognize an investment loss of up to $225 million.

Prior to divestiture, we may be required to record an impairment charge if the fair value of our investment in Familia declines below its carrying value on our Consolidated Balance Sheets.

In fiscal 2020, we invested $225 million for a 25% non-controlling, minority interest in privately held Familia.

Familia, domiciled in Luxembourg, is an off-price retailer of apparel and home fashions with more than 400 stores in Russia.

We account for our investment in Familia using the equity method of accounting.

As of January 29, 2022, the carrying value of our investment in Familia was $186 million, which reflects the revaluing of the investment from Russian rubles to the U.S. dollar, resulting in a cumulative translation loss and reducing the carrying value of our investment by approximately $40 million.

See additional information on the Equity Investment in Note A—Basis of Presentation and Summary of Accounting Policies of Notes to Consolidated Financial Statements.

The significant impact of the COVID-19 pandemic on our global retail operations that began during fiscal 2021 continued to impact our business in fiscal 2022.

We entered fiscal 2022 with significant ongoing global uncertainty related to the pandemic.

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| TJX Consolidated | | | | | | | | | 4 | | % | 24 | | % |

Net sales from our e-commerce sites combined amounted to less than 3% of total sales for each of fiscal 2022, fiscal 2021 and fiscal 2020.

For fiscal 2023, we intend to return to our historical definition of comparable store sales.

While stores in the U.S. were open for all of fiscal 2022, a significant number of stores in TJX Canada and TJX International experienced COVID-19 related temporary store closures and government-mandated shopping restrictions during fiscal 2022.

Therefore, we cannot measure year-over-year comparable store sales with fiscal 2022 in these geographies in a meaningful way.

As a result, the comparable stores included in the fiscal 2023 measure will consist of U.S. stores only, which, we intend to refer to as U.S. comparable store sales and will be calculated against sales for the comparable periods in fiscal 2022.

*Fiscal 2022 vs Fiscal 2021*

Net sales increased 51% in fiscal 2022 compared to fiscal 2021.

Our stores in the U.S. and all of our e-commerce businesses remained open for the entire period, while we had temporary closures in Europe, Canada, and Australia resulting in our stores being closed in the aggregate for approximately 4% of fiscal 2022, as compared to stores across all geographies being temporarily closed for approximately 24% for fiscal 2021.

In addition to stores being open for more days in fiscal 2022, net sales further increased due to higher customer traffic and increased average basket.

*Fiscal 2022 vs Fiscal 2020*

This reflects an increase in average basket across all divisions.

Customer traffic was up in the U.S., where stores were open for all of fiscal 2022, and was down in geographies where we had COVID-19 related temporary store closures and government-mandated shopping restrictions.

Our 52-week fiscal year ended February 2, 2019 is referred to as fiscal 2019 and our 52-week fiscal year ended January 29, 2022 is referred to as fiscal 2022.

Impact of the COVID-19 Pandemic

After a novel coronavirus disease (“COVID-19”) emerged and spread worldwide, the World Health Organization declared COVID-19 a pandemic in March 2020, and national, state and local governments and private entities began issuing various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantine or isolation protocols.

We temporarily closed all of our stores, online businesses, distribution centers and offices in March 2020, with Associates working remotely where possible.

During April 2020, we temporarily furloughed the majority of hourly store and distribution center Associates in the U.S. and Canada, with employee benefits coverage for eligible Associates continuing during the temporary furlough at no cost to impacted Associates.

We also took comparable actions with respect to portions of our European and Australian workforces.

When we began to reopen stores and distribution centers in May 2020, we implemented new health and safety practices, including practices related to personal protective equipment, enhanced cleaning and social distancing protocols.

Early in the fourth quarter of fiscal 2021, in response to increasing cases of COVID-19, hundreds of our stores had additional temporary closures, the vast majority being in Europe and Canada, and additional stores may close temporarily in the future.

Our results for fiscal 2021 were negatively impacted by the temporary closure of our stores for approximately 24% of fiscal 2021 in the aggregate.

See additional details below by segment.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | 24 | | % |

As of March 30, 2021, we had approximately 580 stores, primarily in Europe, that were temporarily closed due to government mandates in response to the COVID-19 global pandemic.

We expect closures in Europe and Canada to impact our first quarter fiscal 2022 results as stores are expected to be closed for approximately 71% and 12% of the quarter, respectively.

Although the majority of our Germany and Netherlands stores were reopened by the end of March, additional operating restrictions have been imposed, including appointment requirements, limited business hours and capacity constraints.

In total, based on current restrictions, we expect stores to be closed for approximately 12% of the first quarter of fiscal 2022.

All of our e-commerce businesses remain open, including tkmaxx.com in the U.K.

In addition to the temporary closures and reopenings of our stores and other facilities, the ongoing COVID-19 pandemic has led to modifications to our operations, including the implementation of health and safety protocols, and has impacted consumer behavior.

The continued scope and impact of the pandemic is unpredictable and has in the past caused, currently causes, and may continue to cause additional intermittent or prolonged periods of temporary store closures, and may result in additional changes in consumer demand and behavior or require further modifications to our operations.

These potential impacts may lead to increased asset recovery and valuation risks, such as impairment of our stores and other assets and an inability to realize deferred tax assets due to sustaining losses in certain jurisdictions.

The uncertainties in the global economy may also impact the financial viability or business operations of some of our suppliers and service providers (including transportation and logistics providers), which may interrupt our supply chain, and require other changes to our operations.

These and other factors have had and may continue to have a material impact on our business, results of operations, financial position and cash flows.

Store and Associate Actions

We have taken numerous steps designed to protect the health and well-being of our Associates and customers to operate more safely in light of the COVID-19 pandemic.

We established several global task force teams focused on a broad range of strategies to navigate the Company through this global health crisis.

Globally, we have put in place practices including social distancing protocols (which include occupancy limits and reducing in-store inventory levels), access to personal protective equipment and enhanced cleaning efforts.

For example, upon reopening our stores, we installed protective shields at registers, encouraged social distancing through regular in-store announcements, signage, and markers in our queue lines, implemented new processes for handling merchandise returns, and instituted new cleaning regimens, including enhanced cleaning of high-touch surfaces, such as shopping carts, throughout the day.

Further, in many locations, including where mandated, we have required that shoppers wear a face covering in stores.

Financial Actions

Balance Sheet, Cash Flow and Liquidity

The temporary closure of our stores had a material impact on our results of operations, financial position and liquidity.

As further detailed below in *Results of Operations*, this impact included a 23% decrease in net sales for fiscal 2021 compared to the same period last year, resulting in a significant decline in net profit for the full fiscal year.

During fiscal 2021, we generated $4.6 billion of operating cash flows and ended the year with $10.5 billion of cash.

In addition, we increased our borrowing capacity by entering into a $500 million 364 Day Revolving Credit Facility, making a total of $1.5 billion available to us under revolving credit facilities.

During the fourth quarter of fiscal 2021, we issued $1 billion in aggregate principal amount of notes and accepted $1.1 billion in combined aggregate principal amount of certain of its notes issued in the first quarter of fiscal 2021 pursuant to cash tender offers.

We paid $1.4 billion aggregate consideration (including transaction costs) and recorded a $0.3 billion pre-tax loss on the early extinguishment for the accepted notes.

We intend to continue to be prudent with our expenses for fiscal 2022.

Capital spending for fiscal 2022 is expected to be back in line with normal spending, and is expected to be in the range of $1.2 billion to $1.4 billion with incremental investments in our infrastructure and our distribution centers, both existing and new facilities.

We are planning approximately 120 net store openings for fiscal 2022.

[removed: TJX is] [added: We are] exposed to market risks in the ordinary course of business.

As more fully described in Note [removed: F—Financial] [added: E—Financial] Instruments of Notes to Consolidated Financial Statements, we use derivative financial instruments to hedge a portion of certain merchandise purchase commitments, primarily at our international operations, and a portion of our intercompany transactions with and within our international operations.

The analysis indicated a potential impact of approximately [removed: $38] [added: $65] million on our pre-tax income in fiscal [removed: 2021] [added: 2022] and approximately [removed: $82] [added: $38] million in fiscal [removed: 2020.][added: 2021.]

We invest the pension assets (described further in Note [removed: J—Pension] [added: I—Pension] Plans and Other Retirement Benefits of Notes to Consolidated Financial Statements) in a manner that attempts to manage our exposure to market uncertainties.

The TJX Companies, Inc. (together with its subsidiaries, [removed: “TJX”,] [added: “TJX,”] the [removed: “Company”, “we”,] [added: “Company,” “we,”] or “our”) is the leading off-price apparel and home fashions retailer in the United States and worldwide.

We have [removed: over 4,500] [added: nearly 4,700] stores and [removed: four] [added: five] distinctive branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.

During fiscal [removed: 2021,] [added: 2022,] our business operations [removed: were] [added: continued to be] impacted by the COVID-19 pandemic.

In addition to the temporary closures and reopenings of [added: some of] our [removed: stores and other facilities,] [added: stores,] the pandemic has led to [added: continued] modifications of our operations, [removed: including the implementation of health] and [removed: safety protocols, and] has had an impact on our results of operations, financial position and liquidity, as well as consumer behavior.

In this report, fiscal [removed: 2021] [added: 2022] means the fiscal year ended January [removed: 30, 2021;] [added: 29, 2022;] fiscal [removed: 2020] [added: 2021] means the fiscal year ended [removed: February 1, 2020] [added: January 30, 2021] and fiscal [removed: 2019] [added: 2020] means the fiscal year ended February [removed: 2, 2019.][added: 1, 2020.]

Fiscal [removed: 2022] [added: 2023] means the fiscal year ending January [removed: 29, 2022.][added: 28, 2023.]

Unless otherwise indicated, all store information in this Item 1 is as of January [removed: 30, 2021,] [added: 29, 2022,] and references to store square footage are to gross square feet.

Our T.J. Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of [removed: 2,402] [added: 2,432] stores.

We primarily differentiate T.J. Maxx and Marshalls through different product assortment, including an expanded assortment of [removed: fine] jewelry and accessories and a high-end designer section called The Runway at T.J. Maxx and a full line of [removed: footwear,] [added: footwear and] a broader men’s offering [removed: and a juniors’ department called The Cube] at Marshalls, as well as varying in-store initiatives.

Marmaxx currently operates two e-commerce [removed: websites,] [added: sites,] tjmaxx.com, launched in 2013 and [removed: marshalls.com] [added: marshalls.com,] launched in 2019.

Our HomeGoods [removed: segment,] [added: chain,] introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 821 stores,] [added: 850 stores and its e-commerce site homegoods.com launched in 2021,] HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware as well as expanded pet, kids and gourmet food departments.

In 2017, we launched [added: our] Homesense [added: chain] in the U.S. Our [removed: 34] [added: 39] Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting and rugs, as well as [removed: different departments, such as] a general store and an entertaining marketplace.

[removed: Acquired as a five-store chain in 1990,] Winners is [removed: now] the leading off-price [added: family] apparel and home fashions retailer in [removed: Canada.][added: Canada and was acquired by TJX in 1990.]

[removed: We opened our] HomeSense [removed: chain in 2001, bringing] [added: introduced] the [added: off-price] home fashions [removed: off-price] concept to [removed: Canada.][added: Canada in 2001.]

[removed: HomeSense has 143] [added: Its 77] stores [removed: with] [added: offer] a merchandise mix of home fashions similar to [added: that of] HomeGoods in the U.S. [removed: We brought Marshalls to Canada] [added: and HomeSense] in [removed: 2011.][added: Canada.]

With [removed: 602 stores,] [added: 618 stores in Europe,] T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

Through its stores and its e-commerce [removed: website] [added: site] for the U.K., tkmaxx.com, T.K. Maxx offers a merchandise mix similar to T.J. Maxx.

The merchandise offering at T.K. Maxx in Australia's [removed: 62] [added: 68] stores is comparable to T.J. Maxx.

In addition to our four main segments, we operate [removed: Sierra, acquired in 2012 and rebranded from] [added: the] Sierra [removed: Trading Post in 2018.][added: business.]

[added: Sierra, acquired in 2012 and rebranded from] Sierra [added: Trading Post in 2018,] is [removed: an] [added: a leading] off-price retailer of brand name [added: active] and [removed: quality] outdoor [removed: gear, family apparel] [added: apparel, footwear, and gear] (including [removed: footwear),] sporting [removed: goods] [added: goods, snow] and [added: water sport, camping, fishing) for the whole family, as well as] home [removed: fashions.][added: fashions and pet.]

Sierra operates sierra.com and [removed: 48] [added: 59] retail stores in the U.S. [removed: The results of Sierra are included in our Marmaxx segment.]

Our global buying organization, which numbers over [removed: 1,100] [added: 1,200] Associates and has offices across 4 continents in 12 countries, executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.

Manufacturers, retailers and other vendors make up our expansive universe of approximately 21,000 vendors, [added: including thousands of new vendors in 2021, across the globe,] which provides us substantial and diversified access to merchandise.

[removed: Our general practice is to] [added: We strategically] renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales.

We operate distribution centers encompassing approximately [removed: 22] [added: 24] million square feet in six countries.

We ship substantially all of our merchandise to our stores through a network of distribution [added: centers, fulfillment] centers and warehouses as well as shipping centers operated by third parties.

| | | | Fiscal [removed: 2020] [added: 2021] | | | Fiscal [removed: 2021] [added: 2022] | | | | | | | | | | | |

| T.J. Maxx | | | 27,000 | | | [removed: 1,273] [added: 1,271] | | | [removed: 1,271] [added: 1,284] | | | | | | | | |

| Marshalls | | | [removed: 29,000] [added: 28,000] | | | [removed: 1,130] [added: 1,131] | | | [removed: 1,131] [added: 1,148] | | | | | | | | |

| Total Marmaxx | | | | | | [removed: 2,403] [added: 2,402] | | | [removed: 2,402] [added: 2,432] | | | 3,000 | | | | | |

| HomeGoods | | | 23,000 | | | [removed: 809] [added: 821] | | | [removed: 821] [added: 850] | | | | | | | | |

| Homesense | | | 27,000 | | | [removed: 32] [added: 34] | | | [removed: 34] [added: 39] | | | | | | | | |

| Total HomeGoods | | | | | | [removed: 841] [added: 855] | | | [removed: 855] [added: 889] | | | 1,500 | | | | | |

| Winners | | | 27,000 | | | [removed: 279] [added: 280] | | | [removed: 280] [added: 293] | | | | | | | | |

| HomeSense | | | 23,000 | | | [removed: 137] [added: 143] | | | [removed: 143] [added: 147] | | | | | | | | |

| Marshalls | | | [removed: 27,000] [added: 26,000] | | | [removed: 97] [added: 102] | | | [removed: 102] [added: 106] | | | | | | | | |

| Total TJX Canada | | | | | | [removed: 513] [added: 525] | | | [removed: 525] [added: 546] | | | 650 | | | | | |

| T.K. Maxx (Europe) | | | 28,000 | | | [removed: 594] [added: 602] | | | [removed: 602] [added: 618] | | | | | | | | |

| Homesense (Europe) | | | 19,000 | | | 78 | | | [removed: 78] [added: 77] | | | | | | | | |

| T.K. Maxx (Australia) | | | 21,000 | | | [removed: 54] [added: 62] | | | [removed: 62] [added: 68] | | | | | | | | |

The results of Sierra are included with the Marmaxx segment.

Winners operates 293 stores, with select stores offering jewelry and some featuring The Runway, a high-end designer department.

This chain operates 147 stores and offers an array of home decor, basics, furniture, and seasonal home merchandise.

Marshalls, launched in Canada in 2011, operates 106 stores and offers off-price values on family apparel and home fashions.

Marshalls has an expanded dress department, and The CUBE, a juniors’ department.

We offer positions at a variety of levels in our stores, distribution and fulfillment centers, and offices, as well as many opportunities for Associates to grow and advance.

We believe our Associates are key to our business success, and we have remained committed to prioritizing the health and safety of our Associates and customers throughout the COVID-19 pandemic.

We have expanded our cultural factors and leadership competencies to include an explicit reference to inclusion and diversity.

The health and safety of our Associates continued to be a top priority during fiscal 2022, as we continued to manage health and safety protocols to address the evolving pandemic across our global operations and maintained many of our broad-based initiatives during fiscal 2022.

We are committed to building a more inclusive and diverse workplace.

Our priorities include a focus on three core areas: increasing the representation of diverse talent through our talent pipeline, providing leaders with the tools needed to successfully manage individual differences, and integrating inclusive behaviors, language, and practices throughout the business.

Our teams globally are working to support these focus areas with many new programs, including recruitment strategies, mentoring programs, training and education, Associate-led Inclusion and Diversity advisory boards, and additional Associate Resource Groups.

For fiscal 2022, we continued our One TJX approach to annual incentive compensation, with all eligible Associates measured against global TJX performance goals.

We also paid discretionary bonuses to the vast majority of our Associates, including those in our stores and distribution centers, that recognizes the significant contributions of our workforce.

During the fourth quarter of fiscal 2021, we announced our plan to make online shopping available on www.homegoods.com in late fiscal 2022.

The merchandise offering at its 280 stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry, and The Runway, a designer section.

We operate 102 Marshalls stores in Canada and, similar to Marshalls in the U.S., our Canadian stores offer an expanded footwear department and The Cube juniors’ department, differentiating them from Winners stores.

Its 78 stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

We believe our Associates are key to our business success.

*Focus on Health, Safety and Well-being during the COVID-19 Pandemic*

In response to the COVID-19 pandemic, we developed and implemented new practices that prioritized the health and safety of our Associates and customers, and reopened stores only when practices were in place, including social distancing protocols, access to personal protective equipment, occupancy limits and enhanced cleaning regimens.

During fiscal 2021, we also continued to pay or provide benefits for eligible Associates during temporary closures, provided appreciation bonuses to the majority of our store and distribution center Associates, and enhanced our mental health resources and other wellness offerings.

We strive to create an inclusive workplace, where Associates are inspired to work hard, challenge themselves, and be innovative in their thinking, and we believe the diversity of our Associates strengthens our business.

We have expanded our education programs and resources, including training on unconscious biases, and we sponsor a variety of affinity resource groups to support Associate networking and development.

During fiscal 2021 we accelerated our efforts on inclusion and diversity, including those related to racial justice, and have begun to deploy a global, four-phase strategy to drive these efforts.

See [removed: [](#i0526f28cd26649d4a1b64a0d46c866e1_196)[Note O—Contingent Obligations, Contingencies, and Commitments](#i0526f28cd26649d4a1b64a0d46c866e1_196)] [added: [](#ica4952bdc4744637ad58c63b7b7e9dec_238)[Note](#ica4952bdc4744637ad58c63b7b7e9dec_238) [N](#ica4952bdc4744637ad58c63b7b7e9dec_238)[—Contingent Obligations](#ica4952bdc4744637ad58c63b7b7e9dec_238)[,](#ica4952bdc4744637ad58c63b7b7e9dec_238) [Conting](#ica4952bdc4744637ad58c63b7b7e9dec_238)[encie](#ica4952bdc4744637ad58c63b7b7e9dec_238)[s](#ica4952bdc4744637ad58c63b7b7e9dec_238)[, a](#ica4952bdc4744637ad58c63b7b7e9dec_238)[nd](#ica4952bdc4744637ad58c63b7b7e9dec_238) [Commitments](#ica4952bdc4744637ad58c63b7b7e9dec_238)] of Notes to Consolidated Financial Statements for information on legal proceedings.

For the fiscal year ended January [removed: 30, 2021][added: 29, 2022]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on [removed: August 1, 2020,] [added: July 31, 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $62.3] [added: $82.7] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,205,970,255] [added: 1,175,228,119] shares of the registrant’s common stock, $1.00 par value, outstanding as of March [removed: 26, 2021.][added: 28, 2022.]

Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on June [removed: 8, 2021] [added: 7, 2022] (Part III).

This Form 10-K and our [removed: 2020] [added: 2021] Annual Report to Shareholders contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including some of the statements in this Form 10-K under Item 1, “Business,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” and in our [removed: 2020] [added: 2021] Annual Report to Shareholders under our letter to shareholders and our performance graphs.

| [ITEM 1. [removed: Business](#i0526f28cd26649d4a1b64a0d46c866e1_16)] [added: Business](#ica4952bdc4744637ad58c63b7b7e9dec_16)] | | | [removed: [4](#i0526f28cd26649d4a1b64a0d46c866e1_16)] [added: [4](#ica4952bdc4744637ad58c63b7b7e9dec_16)] | | |

| [ITEM 1A. Risk [removed: Factors](#i0526f28cd26649d4a1b64a0d46c866e1_19)] [added: Factors](#ica4952bdc4744637ad58c63b7b7e9dec_19)] | | | [removed: [10](#i0526f28cd26649d4a1b64a0d46c866e1_19)] [added: [10](#ica4952bdc4744637ad58c63b7b7e9dec_19)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments](#i0526f28cd26649d4a1b64a0d46c866e1_22)] [added: Comments](#ica4952bdc4744637ad58c63b7b7e9dec_22)] | | | [removed: [20](#i0526f28cd26649d4a1b64a0d46c866e1_22)] [added: [20](#ica4952bdc4744637ad58c63b7b7e9dec_22)] | | |

| [ITEM 2. [removed: Properties](#i0526f28cd26649d4a1b64a0d46c866e1_25)] [added: Properties](#ica4952bdc4744637ad58c63b7b7e9dec_25)] | | | [removed: [20](#i0526f28cd26649d4a1b64a0d46c866e1_25)] [added: [20](#ica4952bdc4744637ad58c63b7b7e9dec_25)] | | |

| [ITEM 3. Legal [removed: Proceedings](#i0526f28cd26649d4a1b64a0d46c866e1_28)] [added: Proceedings](#ica4952bdc4744637ad58c63b7b7e9dec_28)] | | | [removed: [23](#i0526f28cd26649d4a1b64a0d46c866e1_28)] [added: [23](#ica4952bdc4744637ad58c63b7b7e9dec_28)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures](#i0526f28cd26649d4a1b64a0d46c866e1_31)] [added: Disclosures](#ica4952bdc4744637ad58c63b7b7e9dec_31)] | | | [removed: [23](#i0526f28cd26649d4a1b64a0d46c866e1_31)] [added: [23](#ica4952bdc4744637ad58c63b7b7e9dec_31)] | | |

| [ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0526f28cd26649d4a1b64a0d46c866e1_37)] [added: Securities](#ica4952bdc4744637ad58c63b7b7e9dec_37)] | | | [removed: [24](#i0526f28cd26649d4a1b64a0d46c866e1_37)] [added: [23](#ica4952bdc4744637ad58c63b7b7e9dec_37)] | | |

| [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i0526f28cd26649d4a1b64a0d46c866e1_43)] [added: Operation](#ica4952bdc4744637ad58c63b7b7e9dec_46)] | | | [removed: [25](#i0526f28cd26649d4a1b64a0d46c866e1_43)] [added: [24](#ica4952bdc4744637ad58c63b7b7e9dec_46)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosure about Market [removed: Risk](#i0526f28cd26649d4a1b64a0d46c866e1_79)] [added: Risk](#ica4952bdc4744637ad58c63b7b7e9dec_118)] | | | [removed: [40](#i0526f28cd26649d4a1b64a0d46c866e1_79)] [added: [37](#ica4952bdc4744637ad58c63b7b7e9dec_118)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data](#i0526f28cd26649d4a1b64a0d46c866e1_82)] [added: Data](#ica4952bdc4744637ad58c63b7b7e9dec_121)] | | | [removed: [40](#i0526f28cd26649d4a1b64a0d46c866e1_82)] [added: [37](#ica4952bdc4744637ad58c63b7b7e9dec_121)] | | |

| [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0526f28cd26649d4a1b64a0d46c866e1_85)] [added: Disclosure](#ica4952bdc4744637ad58c63b7b7e9dec_124)] | | | [removed: [40](#i0526f28cd26649d4a1b64a0d46c866e1_85)] [added: [37](#ica4952bdc4744637ad58c63b7b7e9dec_124)] | | |

| [ITEM 9A. Controls and [removed: Procedures](#i0526f28cd26649d4a1b64a0d46c866e1_88)] [added: Procedures](#ica4952bdc4744637ad58c63b7b7e9dec_127)] | | | [removed: [41](#i0526f28cd26649d4a1b64a0d46c866e1_88)] [added: [38](#ica4952bdc4744637ad58c63b7b7e9dec_127)] | | |

| [ITEM 9B. Other [removed: Information](#i0526f28cd26649d4a1b64a0d46c866e1_91)] [added: Information](#ica4952bdc4744637ad58c63b7b7e9dec_130)] | | | [removed: [41](#i0526f28cd26649d4a1b64a0d46c866e1_91)] [added: [38](#ica4952bdc4744637ad58c63b7b7e9dec_130)] | | |

| [PART [removed: III](#i0526f28cd26649d4a1b64a0d46c866e1_94)] [added: III](#ica4952bdc4744637ad58c63b7b7e9dec_133)] | | | | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance](#i0526f28cd26649d4a1b64a0d46c866e1_97)] [added: Governance](#ica4952bdc4744637ad58c63b7b7e9dec_136)] | | | [removed: [42](#i0526f28cd26649d4a1b64a0d46c866e1_97)] [added: [39](#ica4952bdc4744637ad58c63b7b7e9dec_136)] | | |

| [ITEM 11. Executive [removed: Compensation](#i0526f28cd26649d4a1b64a0d46c866e1_100)] [added: Compensation](#ica4952bdc4744637ad58c63b7b7e9dec_139)] | | | [removed: [42](#i0526f28cd26649d4a1b64a0d46c866e1_100)] [added: [39](#ica4952bdc4744637ad58c63b7b7e9dec_139)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0526f28cd26649d4a1b64a0d46c866e1_103)] [added: Matters](#ica4952bdc4744637ad58c63b7b7e9dec_142)] | | | [removed: [42](#i0526f28cd26649d4a1b64a0d46c866e1_103)] [added: [39](#ica4952bdc4744637ad58c63b7b7e9dec_142)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i0526f28cd26649d4a1b64a0d46c866e1_106)] [added: Independence](#ica4952bdc4744637ad58c63b7b7e9dec_145)] | | | [removed: [42](#i0526f28cd26649d4a1b64a0d46c866e1_106)] [added: [39](#ica4952bdc4744637ad58c63b7b7e9dec_145)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services](#i0526f28cd26649d4a1b64a0d46c866e1_109)] [added: Services](#ica4952bdc4744637ad58c63b7b7e9dec_148)] | | | [removed: [42](#i0526f28cd26649d4a1b64a0d46c866e1_109)] [added: [39](#ica4952bdc4744637ad58c63b7b7e9dec_148)] | | |

| [ITEM 15. Exhibits, Financial Statement [removed: Schedules](#i0526f28cd26649d4a1b64a0d46c866e1_115)] [added: Schedules](#ica4952bdc4744637ad58c63b7b7e9dec_154)] | | | [removed: [43](#i0526f28cd26649d4a1b64a0d46c866e1_115)] [added: [39](#ica4952bdc4744637ad58c63b7b7e9dec_154)] | | |

| [ITEM 16. Form 10-K [removed: Summary](#i0526f28cd26649d4a1b64a0d46c866e1_124)] [added: Summary](#ica4952bdc4744637ad58c63b7b7e9dec_163)] | | | [removed: [47](#i0526f28cd26649d4a1b64a0d46c866e1_124)] [added: [43](#ica4952bdc4744637ad58c63b7b7e9dec_163)] | | |

| [PART I](#ica4952bdc4744637ad58c63b7b7e9dec_13) | | | | | |

| [PART II](#ica4952bdc4744637ad58c63b7b7e9dec_34) | | | | | |

| [ITEM 6. Reserved](#ica4952bdc4744637ad58c63b7b7e9dec_40) | | | [23](#ica4952bdc4744637ad58c63b7b7e9dec_40) | | |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ica4952bdc4744637ad58c63b7b7e9dec_2152) | | | [38](#ica4952bdc4744637ad58c63b7b7e9dec_130) | | |

| [PART IV](#ica4952bdc4744637ad58c63b7b7e9dec_151) | | | | | |

| [SIGNATURES](#ica4952bdc4744637ad58c63b7b7e9dec_166) | | | [44](#ica4952bdc4744637ad58c63b7b7e9dec_166) | | |

| [PART I](#i0526f28cd26649d4a1b64a0d46c866e1_13) | | | | | |

| [PART II](#i0526f28cd26649d4a1b64a0d46c866e1_34) | | | | | |

| [ITEM 6.](#i0526f28cd26649d4a1b64a0d46c866e1_40) [R](#i0526f28cd26649d4a1b64a0d46c866e1_40)[eserved](#i0526f28cd26649d4a1b64a0d46c866e1_40) | | | [24](#i0526f28cd26649d4a1b64a0d46c866e1_40) | | |

| [PART IV](#i0526f28cd26649d4a1b64a0d46c866e1_112) | | | | | |

| [SIGNATURES](#i0526f28cd26649d4a1b64a0d46c866e1_127) | | | [48](#i0526f28cd26649d4a1b64a0d46c866e1_127) | | |

[removed: Our divisions] [added: Stores are] operated [removed: stores] in the following locations at the end of fiscal [removed: 2021; store] [added: 2022 and] counts [removed: below] include both banners within a combo or a superstore:

| Alabama | | | [removed: 32] [added: 33] | | | — | | | 9 | | | [removed: 41] [added: 42] | | |

| Arizona | | | [removed: 35] [added: 37] | | | — | | | 14 | | | [removed: 49] [added: 51] | | |

| California | | | 269 | | | — | | | [removed: 93] [added: 96] | | | [removed: 362] [added: 365] | | |

| Colorado | | | [removed: 29] [added: 30] | | | [removed: 6] [added: 8] | | | [removed: 11] [added: 12] | | | [removed: 46] [added: 50] | | |

| Connecticut | | | [removed: 52] [added: 51] | | | 1 | | | [removed: 19] [added: 20] | | | 72 | | |

| Delaware | | | 8 | | | — | | | [removed: 5] [added: 6] | | | [removed: 13] [added: 14] | | |

| Indiana | | | [removed: 40] [added: 41] | | | — | | | 10 | | | [removed: 50] [added: 51] | | |

| Iowa | | | 17 | | | — | | | [removed: 5] [added: 6] | | | [removed: 22] [added: 23] | | |

| Kansas | | | [removed: 15] [added: 17] | | | — | | | 7 | | | [removed: 22] [added: 24] | | |

| Kentucky | | | [removed: 22] [added: 23] | | | — | | | 7 | | | [removed: 29] [added: 30] | | |

| Louisiana | | | 29 | | | — | | | [removed: 8] [added: 10] | | | [removed: 37] [added: 39] | | |

| Maine | | | 12 | | | [removed: —] [added: 1] | | | 3 | | | [removed: 15] [added: 16] | | |

| Massachusetts | | | 109 | | | 2 | | | [removed: 40] [added: 41] | | | [removed: 151] [added: 152] | | |

| Michigan | | | [removed: 69] [added: 71] | | | [removed: 3] [added: 4] | | | [removed: 21] [added: 22] | | | [removed: 93] [added: 97] | | |

| Minnesota | | | [removed: 34] [added: 35] | | | [removed: 5] [added: 7] | | | 15 | | | [removed: 54] [added: 57] | | |

| Missouri | | | [removed: 36] [added: 37] | | | — | | | [removed: 11] [added: 12] | | | [removed: 47] [added: 49] | | |

| New Hampshire | | | 26 | | | [removed: 2] [added: 5] | | | 14 | | | [removed: 42] [added: 45] | | |

| New Jersey | | | 92 | | | 4 | | | [removed: 52] [added: 53] | | | [removed: 148] [added: 149] | | |

| New Mexico | | | [removed: 9] [added: 10] | | | — | | | [removed: 2] [added: 3] | | | [removed: 11] [added: 13] | | |

| North Carolina | | | [removed: 65] [added: 66] | | | — | | | 23 | | | [removed: 88] [added: 89] | | |

| Oklahoma | | | 19 | | | — | | | [removed: 4] [added: 5] | | | [removed: 23] [added: 24] | | |

| Oregon | | | [removed: 25] [added: 24] | | | 3 | | | 8 | | | [removed: 36] [added: 35] | | |

| South Carolina | | | 36 | | | — | | | [removed: 10] [added: 12] | | | [removed: 46] [added: 48] | | |

| Tennessee | | | [removed: 47] [added: 48] | | | — | | | [removed: 11] [added: 16] | | | [removed: 58] [added: 64] | | |

| Utah | | | [removed: 18] [added: 19] | | | [removed: 1] [added: 2] | | | 8 | | | [removed: 27] [added: 29] | | |

| Vermont | | | [removed: 6] [added: 7] | | | 1 | | | 1 | | | [removed: 8] [added: 9] | | |

| Virginia | | | 68 | | | [removed: 1] [added: 2] | | | [removed: 27] [added: 30] | | | [removed: 96] [added: 100] | | |

| Washington | | | 41 | | | 2 | | | [removed: 15] [added: 17] | | | [removed: 58] [added: 60] | | |

| West Virginia | | | 11 | | | — | | | [removed: 2] [added: 4] | | | [removed: 13] [added: 15] | | |

| Wisconsin | | | [removed: 36] [added: 38] | | | 3 | | | 16 | | | [removed: 55] [added: 57] | | |

| Total Stores | | | [removed: 2,402 | | | 48 | | | 855 | | | 3,305] [added: 68] | | |

| Alberta | | | [removed: 36] [added: 42] | | | 21 | | | 17 | | | [removed: 74] [added: 80] | | |

| British Columbia | | | [removed: 38] [added: 40] | | | 22 | | | [removed: 8] [added: 9] | | | [removed: 68] [added: 71] | | |

| Manitoba | | | 9 | | | [removed: 4] [added: 5] | | | [removed: 4] [added: 5] | | | [removed: 17] [added: 19] | | |

| Quebec | | | [removed: 49] [added: 52] | | | [removed: 20] [added: 21] | | | 15 | | | [removed: 84] [added: 88] | | |

| Republic of Ireland | | | [removed: 26] [added: 27] | | | 2 | | | [removed: 28] [added: 29] | | |

| Poland | | | [removed: 46] [added: 49] | | | — | | | [removed: 46] [added: 49] | | |

| Australian Capital Territory | | | [removed: 3] [added: 4] | | |

| New South Wales | | | [removed: 20] [added: 21] | | |

| Florida | | | 196 | | | — | | | 75 | | | 271 | | |

| Georgia | | | 87 | | | — | | | 31 | | | 118 | | |

| Illinois | | | 99 | | | 4 | | | 33 | | | 136 | | |

| New York | | | 169 | | | 2 | | | 63 | | | 234 | | |

| Ohio | | | 86 | | | 1 | | | 25 | | | 112 | | |

| Pennsylvania | | | 96 | | | 1 | | | 37 | | | 134 | | |

| Texas | | | 170 | | | — | | | 61 | | | 231 | | |

| Total Stores | | | 2,432 | | | 59 | | | 889 | | | 3,380 | | |

| Ontario | | | 125 | | | 66 | | | 49 | | | 240 | | |

| Total Stores | | | 293 | | | 147 | | | 106 | | | 546 | | |

| United Kingdom | | | 352 | | | 75 | | | 427 | | |

| Germany | | | 163 | | | — | | | 163 | | |

| HomeGoods | | | 4,518 | | | 5 | | | 1,626 | | | 2 | | | 6,144 | | | 7 | | |

| Total | | | 12,670 | | | 14 | | | 11,689 | | | 24 | | | 24,359 | | | 38 | | |

| Florida | | | 193 | | | — | | | 73 | | | 266 | | |

| Georgia | | | 86 | | | — | | | 31 | | | 117 | | |

| Illinois | | | 100 | | | 4 | | | 33 | | | 137 | | |

| New York | | | 166 | | | 2 | | | 62 | | | 230 | | |

| Ohio | | | 84 | | | 1 | | | 24 | | | 109 | | |

| Pennsylvania | | | 93 | | | 1 | | | 37 | | | 131 | | |

| Texas | | | 168 | | | — | | | 60 | | | 228 | | |

| Ontario | | | 123 | | | 64 | | | 47 | | | 234 | | |

| Total Stores | | | 280 | | | 143 | | | 102 | | | 525 | | |

| United Kingdom | | | 349 | | | 76 | | | 425 | | |

| Germany | | | 154 | | | — | | | 154 | | |

| Total Stores | | | 602 | | | 78 | | | 680 | | |

| HomeGoods | | | 3,268 | | | 4 | | | 1,626 | | | 2 | | | 4,894 | | | 6 | | |

| Total | | | 11,420 | | | 13 | | | 10,309 | | | 20 | | | 21,729 | | | 33 | | |

The approximate number of common shareholders of record at January [removed: 30, 2021] [added: 29, 2022] was [removed: 2,045.][added: 1,984.]

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2021] [added: 2022] and the average price paid per share are as follows:

[removed: (c)As of January 30, 2021 TJX] [added: Under this program and previously announced programs, we] had approximately [removed: $3.0] [added: $3.8] billion available [removed: under previously announced stock] [added: for] repurchase [removed: programs.][added: as of January 29, 2022.]

| October 31, 2021 through November 27, 2021 | | | 3,209,011 | | | $ | 70.12 | | 3,209,011 | | | $ | 1,660,688,807 | |

| November 28, 2021 through January 1, 2022 | | | 6,520,102 | | | $ | 72.85 | | 6,520,102 | | | $ | 1,185,686,217 | |

| January 2, 2022 through January 29, 2022 | | | 5,480,810 | | | $ | 71.50 | | 5,480,810 | | | $ | 3,793,793,398 | |

| Total | | | 15,209,923 | | | | | | 15,209,923 | | | | | |

(c)In February 2022, we announced that our Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $3.0 billion of our common stock from time to time.

| November 1, 2020 through November 28, 2020 | | | — | | | $ | — | | — | | | $ | 2,985,692,971 | |

| November 29, 2020 through January 2, 2021 | | | — | | | $ | — | | — | | | $ | 2,985,692,971 | |

| January 3, 2021 through January 30, 2021 | | | — | | | $ | — | | — | | | $ | 2,985,692,971 | |

| Total | | | — | | | | | | — | | | | | |

In March 2020, as a result of the COVID-19 pandemic, TJX suspended its share repurchase program.

We did not repurchase additional shares for the fourth quarter of fiscal 2021.

The information required by this item may be found on pages F-1 through [removed: F-40] [added: F-34] of this annual report on Form 10-K.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal [removed: 2021] [added: 2022] identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

–Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of TJX’s assets that could have a material effect on the [added: consolidated] financial statements.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January [removed: 30, 2021] [added: 29, 2022] based on criteria established in *Internal Control—Integrated Framework 2013* issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (“COSO”).]

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of January [removed: 30, 2021.][added: 29, 2022.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022,] and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.

PART III

Not applicable.

PART III

TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120 days after the close of its fiscal year ended January [removed: 30, 2021 ("Proxy Statement").][added: 29, 2022 (“Proxy Statement”).]

(a) FINANCIAL STATEMENT [removed: SCHEDULES][added: SCHEDULE]

| [removed: Fiscal] [added: Fiscal] Year Ended January 30, [removed: 2021] [added: 2021] | | | [removed: $] [added: $] | [removed: 109] [added: 109] | | [removed: $] [added: $] | [removed: 3,530] [added: 3,530] | | [removed: $] [added: $] | [removed: 3,471] [added: 3,471] | | [removed: $] [added: $] | [removed: 168] [added: 168] | |

| 4.13 | | | [Description of Registrant's [removed: Securities](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx-20200201exhibit406.htm)[.](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx-20200201exhibit406.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx-20200201exhibit406.htm)] | | | 10-K | | | 4.06 | | | 3/27/2020 | | |

| [removed: 10.04] [added: 10.05] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex104.htm) | | | 10-Q | | | 10.4 | | | 12/4/2018 | | |

| [removed: 10.05] [added: 10.06] | | | [The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1005.htm)* | | | 10-K | | | 10.05 | | | 4/3/2019 | | |

| [removed: 10.06] [added: 10.08] | | | [The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex104.htm) | | | 10-K | | | 10.4 | | | 4/4/2018 | | |

| [removed: 10.07] [added: 10.09] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Richard Sherr and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex106.htm) | | | 10-Q | | | 10.6 | | | 12/4/2018 | | |

| [removed: 10.08] [added: 10.10] | | | [The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1010.htm) | | | 10-K | | | 10.10 | | | 4/3/2019 | | |

| [removed: 10.09] [added: 10.11] | | | [The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of January 29, [removed: 2021, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1009.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1009.htm)*] | | | [added: 10-K] | | | [added: 10.09] | | | [added: 3/31/2021] | | |

| [removed: 10.10] [added: 10.12] | | | [The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex105.htm) | | | 10-K | | | 10.5 | | | 4/4/2018 | | |

| [removed: 10.11] [added: 10.13] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Scott Goldenberg and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex105.htm) | | | 10-Q | | | 10.5 | | | 12/4/2018 | | |

| [removed: 10.12] [added: 10.14] | | | [The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1013.htm) | | | 10-K | | | 10.13 | | | 4/3/2019 | | |

| [removed: 10.13] [added: 10.15] | | | [The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of January 29, [removed: 2021, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1013.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1013.htm)[*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1013.htm)] | | | [added: 10-K] | | | [added: 10.13] | | | [added: 3/31/2021] | | |

| [removed: 10.14] [added: 10.16] | | | [The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm) | | | 10-K | | | 10.6 | | | 4/4/2018 | | |

| [removed: 10.15] [added: 10.17] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Kenneth Canestrari and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex107.htm) | | | 10-Q | | | 10.7 | | | 12/4/2018 | | |

| [removed: 10.16] [added: 10.18] | | | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm) | | | 10-K | | | 10.16 | | | 4/3/2019 | | |

| [removed: 10.17] [added: 10.19] | | | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of January 29, [removed: 2021, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1017.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1017.htm)[*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1017.htm)] | | | [added: 10-K] | | | [added: 10.17] | | | [added: 3/31/2021] | | |

| [removed: 10.20] [added: 10.04] | | | [The Amendment to the Employment Agreement between [removed: Douglas Mizzi] [added: Carol Meyrowitz] and TJX effective as of [removed: February 13, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1019.htm)] [added: January 28, 2022, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1004.htm)] | | | [removed: 10-K] | | | [removed: 10.19] | | | [removed: 4/3/2019] | | |

| [removed: 10.21] [added: 10.07] | | | [The Amendment to the Employment Agreement between [removed: Douglas Mizzi] [added: Ernie Herrman] and TJX effective as of January [removed: 29, 2021,] [added: 28, 2022,] filed [removed: herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1021.htm)] [added: herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1007.htm)] | | | | | | | | | | | |

| [removed: 10.22] [added: 10.20] | | | [The Stock Incentive Plan (2013 Restatement)*](http://www.sec.gov/Archives/edgar/data/109198/000119312513243027/d529343dex101.htm) | | | 10-Q | | | 10.1 | | | 5/31/2013 | | |

| [removed: 10.23] [added: 10.21] | | | [The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex101.htm) | | | 10-Q | | | 10.1 | | | 8/26/2016 | | |

| [removed: 10.24] [added: 10.22] | | | [The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017*](http://www.sec.gov/Archives/edgar/data/109198/000119312517099642/d269088dex108.htm) | | | 10-K | | | 10.8 | | | 3/28/2017 | | |

| [removed: 10.25] [added: 10.23] | | | [The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, 2018*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1023.htm) | | | 10-K | | | 10.23 | | | 4/3/2019 | | |

| [removed: 10.26] [added: 10.24] | | | [The Stock Incentive Plan Rules for U.K. Employees, effective as of September 17, 2018*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex101.htm) | | | 10-Q | | | 10.1 | | | 12/4/2018 | | |

| 10.27 | | | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September [removed: 9, 2010*](http://www.sec.gov/Archives/edgar/data/109198/000095012310108499/b82678exv10w2.htm)] [added: 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex101.htm)] | | | 10-Q | | | [removed: 10.2] [added: 10.1] | | | [removed: 11/24/2010] [added: 12/3/2013] | | |

| 10.28 | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September [removed: 9, 2010*](http://www.sec.gov/Archives/edgar/data/109198/000119312512134536/d276277dex1019.htm)] [added: 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex102.htm)] | | | [removed: 10-K] [added: 10-Q] | | | [removed: 10.19] [added: 10.2] | | | [removed: 3/27/2012] [added: 12/3/2013] | | |

| [removed: 10.29] [added: 10.25] | | | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012*](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex101.htm) | | | 10-Q | | | 10.1 | | | 11/29/2012 | | |

| [removed: 10.30] [added: 10.26] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012*](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex102.htm) | | | 10-Q | | | 10.2 | | | 11/29/2012 | | |

| 10.31 | | | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September [removed: 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex101.htm)] [added: 17, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex101.htm)] | | | 10-Q | | | 10.1 | | | [removed: 12/3/2013] [added: 12/1/2015] | | |

| 10.32 | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September [removed: 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex102.htm)] [added: 17, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm)] | | | 10-Q | | | 10.2 | | | [removed: 12/3/2013] [added: 12/1/2015] | | |

| [removed: 10.33] [added: 10.29] | | | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014*](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex104.htm) | | | 10-Q | | | 10.4 | | | 12/2/2014 | | |

| [removed: 10.34] [added: 10.30] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014*](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex105.htm) | | | 10-Q | | | 10.5 | | | 12/2/2014 | | |

| [removed: 10.35] [added: 10.38] | | | [The Form of [removed: Non-Qualified] [added: Deferred] Stock [removed: Option Certificate] [added: Award for Directors] granted under the Stock Incentive [removed: Plan as of September 17, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex101.htm)] [added: Plan*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm)] | | | [removed: 10-Q] [added: 10-K] | | | [removed: 10.1] [added: 10.20] | | | [removed: 12/1/2015] [added: 3/31/2015] | | |

| [removed: 10.36] [added: 10.39] | | | [The Form of [removed: Non-Qualified] [added: Deferred] Stock [removed: Option Terms and Conditions] [added: Award for Directors] granted under the Stock Incentive Plan as of [removed: September 17, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm)] [added: June 7, 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm)] | | | 10-Q | | | 10.2 | | | [removed: 12/1/2015] [added: 8/26/2016] | | |

| [removed: 10.37] [added: 10.33] | | | [The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman*](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1019.htm) | | | 10-K | | | 10.19 | | | 3/29/2016 | | |

| [removed: 10.38] [added: 10.34] | | | [The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April [removed: 3, 2018*](http://www.sec.gov/Archives/edgar/data/109198/000119312518181451/d567998dex101.htm)] [added: 1, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019007432/tjx-20190504xex1001.htm)] | | | 10-Q | | | [removed: 10.1] [added: 10.01] | | | [removed: 6/1/2018] [added: 5/31/2019] | | |

| [removed: 10.39] [added: 10.35] | | | [The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April [removed: 3, 2018*](http://www.sec.gov/Archives/edgar/data/109198/000119312518181451/d567998dex102.htm)] [added: 1, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019007432/tjx-20190504xex1002.htm)] | | | 10-Q | | | [removed: 10.2] [added: 10.02] | | | [removed: 6/1/2018] [added: 5/31/2019] | | |

| [removed: 10.40] [added: 10.36] | | | [The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of [removed: April 1, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019007432/tjx-20190504xex1001.htm)] [added: March 29, 2021*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000019/tjx-20210501xex101.htm)] | | | 10-Q | | | [removed: 10.01] [added: 10.1] | | | [removed: 5/31/2019] [added: 5/28/2021] | | |

| [removed: 10.41] [added: 10.37] | | | [The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of [removed: April 1, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019007432/tjx-20190504xex1002.htm)] [added: March 29, 2021*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000019/tjx-20210501xex102.htm)] | | | 10-Q | | | [removed: 10.02] [added: 10.2] | | | [removed: 5/31/2019] [added: 5/28/2021] | | |

| [removed: 10.44] [added: 10.40] | | | [The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)*](http://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1022.htm) | | | 10-K | | | 10.22 | | | 4/2/2013 | | |

| Fiscal Year Ended January 29, 2022 | | | $ | 168 | | $ | 5,627 | | $ | 5,653 | | $ | 142 | |

| 10.59 | | | [2026 Revolving Credit Agreement, dated June 25, 2021, by and among the TJX Companies, Inc., the lenders from time to time party thereto, U.S. Bank National Association, as administrative agent, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Deutsche Bank Securities, Inc., as co-documentation agents.](https://www.sec.gov/Archives/edgar/data/0000109198/000119312521202939/d169110dex101.htm) | | | 8-K | | | 10.1 | | | 6/29/2021 | | |

| Fiscal Year Ended February 2, 2019 | | | $ | 103 | | $ | 4,862 | | $ | 4,861 | | $ | 104 | |

| 10.18 | | | [The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm) | | | 10-K | | | 10.7 | | | 4/4/2018 | | |

| 10.19 | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Douglas Mizzi and TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex108.htm) | | | 10-Q | | | 10.8 | | | 12/4/2018 | | |

| 10.42 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm) | | | 10-K | | | 10.20 | | | 3/31/2015 | | |

| 10.43 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm) | | | 10-Q | | | 10.2 | | | 8/26/2016 | | |

| 10.51 | | | [The First Amendment to the ESP, dated December 30, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1025.htm) | | | 10-K | | | 10.25 | | | 3/29/2016 | | |

| Dated: | | | March [removed: 31, 2021] [added: 30, 2022] | | | | | | | | | | | | | | | Scott Goldenberg, Chief Financial Officer | | |

| C. KIM GOODWIN* | | | | | | [removed: WILLOW B. SHIRE*] | | |

| C. Kim Goodwin, Director | | | | | | [removed: Willow B. Shire, Director] | | |

| Dated: | | | March [removed: 31, 2021] [added: 30, 2022] | | | | | | Scott Goldenberg, as attorney-in-fact | | |

For Fiscal Years Ended January [added: 29, 2022, January] 30, [removed: 2021, February 1, 2020] [added: 2021] and February [removed: 2, 2019.][added: 1, 2020.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i0526f28cd26649d4a1b64a0d46c866e1_136)] [added: Firm](#ica4952bdc4744637ad58c63b7b7e9dec_175) (PCAOB ID 238)] | | | [removed: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_136)[2](#i0526f28cd26649d4a1b64a0d46c866e1_136)] [added: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_175)[2](#ica4952bdc4744637ad58c63b7b7e9dec_175)] | | |

| [Consolidated Statements of [removed: Income](#i0526f28cd26649d4a1b64a0d46c866e1_139)] [added: Income](#ica4952bdc4744637ad58c63b7b7e9dec_178)] | | | [removed: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_139)[4](#i0526f28cd26649d4a1b64a0d46c866e1_139)] [added: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_178)[4](#ica4952bdc4744637ad58c63b7b7e9dec_178)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i0526f28cd26649d4a1b64a0d46c866e1_142)] [added: Income](#ica4952bdc4744637ad58c63b7b7e9dec_181)] | | | [removed: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_142)[5](#i0526f28cd26649d4a1b64a0d46c866e1_142)] [added: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_181)[5](#ica4952bdc4744637ad58c63b7b7e9dec_181)] | | |

| [Consolidated Balance [removed: Sheets](#i0526f28cd26649d4a1b64a0d46c866e1_145)] [added: Sheets](#ica4952bdc4744637ad58c63b7b7e9dec_184)] | | | [removed: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_145)[6](#i0526f28cd26649d4a1b64a0d46c866e1_145)] [added: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_184)[6](#ica4952bdc4744637ad58c63b7b7e9dec_184)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i0526f28cd26649d4a1b64a0d46c866e1_148)] [added: Flows](#ica4952bdc4744637ad58c63b7b7e9dec_187)] | | | [removed: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_148)[7](#i0526f28cd26649d4a1b64a0d46c866e1_148)] [added: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_187)[7](#ica4952bdc4744637ad58c63b7b7e9dec_187)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i0526f28cd26649d4a1b64a0d46c866e1_151)] [added: Equity](#ica4952bdc4744637ad58c63b7b7e9dec_190)] | | | [removed: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_151)[8](#i0526f28cd26649d4a1b64a0d46c866e1_151)] [added: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_190)[8](#ica4952bdc4744637ad58c63b7b7e9dec_190)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i0526f28cd26649d4a1b64a0d46c866e1_154)] [added: Statements](#ica4952bdc4744637ad58c63b7b7e9dec_193)] | | | [removed: [F-](#i0526f28cd26649d4a1b64a0d46c866e1_154)[9](#i0526f28cd26649d4a1b64a0d46c866e1_154)] [added: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_193)[9](#ica4952bdc4744637ad58c63b7b7e9dec_193)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i0526f28cd26649d4a1b64a0d46c866e1_118)] [added: Accounts](#ica4952bdc4744637ad58c63b7b7e9dec_157)] | | | [removed: [43](#i0526f28cd26649d4a1b64a0d46c866e1_118)] [added: [39](#ica4952bdc4744637ad58c63b7b7e9dec_157)] | | |

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of January [added: 29, 2022 and January] 30, 2021 and [removed: February 1, 2020, and] the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended January [removed: 30, 2021,] [added: 29, 2022] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended January [removed: 30, 2021] [added: 29, 2022] 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 January [removed: 30, 2021,] [added: 29, 2022,] 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 January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 30, 2021] [added: 29, 2022] in conformity with accounting principles generally accepted in the United States of America.

[removed: Also] [added: Also,] in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 30, 2021,] [added: 29, 2022] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

*Income Tax [removed: (Benefit) Provision*][added: Provision (Benefit)*]

As described in Note [removed: L] [added: K] to the consolidated financial statements, the Company recorded a [removed: benefit] [added: provision] for income taxes of [removed: $1.2 million] [added: $1.1 billion] for the year ended January [removed: 30, 2021,] [added: 29, 2022,] has a deferred tax asset net of deferred tax liability of [removed: $90] [added: $141] million, including a valuation allowance of [removed: $77] [added: $85] million, as of January [removed: 30, 2021] [added: 29, 2022] and total gross unrecognized tax benefits of [removed: $269] [added: $280] million as of January [removed: 30, 2021,] [added: 29, 2022,] of which [removed: $250] [added: $260] million would affect the Company’s effective tax rate if recognized in a future period.

The Company is subject to taxation in the United States, as well as [removed: various] [added: multiple] state, local and foreign jurisdictions.

The use of estimates and judgments, as well as the interpretation and application of complex tax laws is required by management to determine its [removed: (benefit)] provision [added: (benefit)] for income taxes.

The principal considerations for our determination that performing procedures relating to the [removed: (benefit)] provision [added: (benefit)] for income taxes is a critical audit matter are the (i) the significant judgment by management when determining the [removed: (benefit)] provision [added: (benefit)] for income taxes, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures relating to the [removed: (benefit)] provision [added: (benefit)] for income taxes.

These procedures included testing the effectiveness of controls relating to the [removed: (benefit)] provision [added: (benefit)] for income taxes.

These procedures also included, among others (i) testing the [removed: (benefit)] provision [added: (benefit)] for income taxes, including the rate reconciliation and current and deferred tax [removed: (benefit) provision,] [added: provision (benefit),] and (ii) evaluating the completeness of uncertain tax positions, including application of foreign and domestic tax laws and regulations.

[removed: /s/PricewaterhouseCoopers] [added: /s/ PricewaterhouseCoopers] LLP

| | | | January [removed: 30, 2021] [added: 29, 2022] | | | [removed: February 1, 2020] [added: January 30, 2021] | | | February [removed: 2, 2019] [added: 1, 2020] | | |

| Net sales | | | $ | [removed: 32,136,962] [added: 48,549,982] | | $ | [removed: 41,716,977] [added: 32,136,962] | | $ | [removed: 38,972,934] [added: 41,716,977] | |

| Cost of sales, including buying and occupancy costs | | | [removed: 24,533,815] [added: 34,713,812] | | | [removed: 29,845,780] [added: 24,533,815] | | | [removed: 27,831,177] [added: 29,845,780] | | |

| Selling, general and administrative expenses | | | [removed: 7,020,917] [added: 9,081,238] | | | [removed: 7,454,988] [added: 7,020,917] | | | [removed: 6,923,564] [added: 7,454,988] | | |

| Loss on early extinguishment of debt | | | [removed: 312,233] [added: 242,248] | | | [removed: —] [added: 312,233] | | | — | | |

| Interest expense, net | | | [removed: 180,734] [added: 115,076] | | | [removed: 10,026] [added: 180,734] | | | [removed: 8,860] [added: 10,026] | | |

| Income before income taxes | | | [removed: 89,263] [added: 4,397,608] | | | [removed: 4,406,183] [added: 89,263] | | | [removed: 4,173,211] [added: 4,406,183] | | |

| [removed: Benefit (provision)] [added: Provision (benefit)] for income taxes | | | [removed: 1,207] [added: 1,114,793] | | | [removed: (1,133,990)] [added: (1,207)] | | | [removed: (1,113,413)] [added: 1,133,990] | | |

| Net income | | | $ | [removed: 90,470] [added: 3,282,815] | | $ | [removed: 3,272,193] [added: 90,470] | | $ | [removed: 3,059,798] [added: 3,272,193] | |

| Basic earnings per share | | | $ | [removed: 0.08] [added: 2.74] | | $ | [removed: 2.71] [added: 0.08] | | $ | [removed: 2.47] [added: 2.71] | |

| Weighted average common shares – basic | | | [removed: 1,199,927] [added: 1,199,990] | | | [removed: 1,208,163] [added: 1,199,927] | | | [removed: 1,241,153] [added: 1,208,163] | | |

| Diluted earnings per share | | | $ | [removed: 0.07] [added: 2.70] | | $ | [removed: 2.67] [added: 0.07] | | $ | [removed: 2.43] [added: 2.67] | |

| Weighted average common shares – diluted | | | [removed: 1,214,703] [added: 1,215,591] | | | [removed: 1,226,519] [added: 1,214,703] | | | [removed: 1,259,252] [added: 1,226,519] | | |

The accompanying notes are an integral part of the [added: consolidated] financial statements.

| Additions to other comprehensive [removed: income (loss):] [added: (loss) income:] | | | | | | | | | | | |

March 30, 2022

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

| | | | January 29, 2022 | | | January 30, 2021 | | |

| Cash and cash equivalents | | | $ | 6,226,765 | | $ | 10,469,570 | |

| Total assets | | | $ | 28,461,458 | | $ | 30,813,555 | |

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

| Net income | | | $ | 3,282,815 | | $ | 90,470 | | $ | 3,272,193 | |

| Loss on early extinguishment of debt | | | 242,248 | | | 312,233 | | | — | | |

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

| Net income | | | — | | | — | | | — | | | — | | | 3,282,815 | | | 3,282,815 | | |

| Common stock repurchased | | | (31,289) | | | (31,289) | | | (645,989) | | | — | | | (1,499,020) | | | (2,176,298) | | |

| Balance, January 29, 2022 | | | 1,181,189 | | | $ | 1,181,189 | | $ | — | | $ | (687,150) | | $ | 5,508,953 | | $ | 6,002,992 | |

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

The COVID-19 pandemic continued to impact the U.S. and other countries around the world in fiscal 2022.

During fiscal 2022, while the Company's stores in the U. S. and all of the Company’s e-commerce businesses remained open for the entire period, the Company had government-mandated temporary store closures in Europe, Canada, and Australia, and intermittently throughout the year, stores operated under government-mandated shopping restrictions, including capacity limitations.

The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level that could result in possible additional impacts to our operations.

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

Property and Equipment

| Balance, January 29, 2022 | | | $ | 70,027 | | $ | 1,736 | | $ | 24,899 | | $ | 96,662 | |

| | | | January 29, 2022 | | | | | | | | | | | | January 30, 2021 | | | | | | | | | | | | | | | | | |

Subsequent to the fiscal year ended January 29, 2022, given the recent Russian invasion of Ukraine, the Company has committed to divesting its equity ownership in Familia.

As a result of this commitment to divest, the Company may recognize an investment loss of up to $225 million.

Prior to divestiture, the Company may be required to record an impairment charge if the fair value of its investment in Familia declines below the carrying value on the Consolidated Balance Sheets.

| In thousands | | | January 29, 2022 | | | January 30, 2021 | | |

| In thousands | | | January 29, 2022 | | | January 30, 2021 | | |

| Balance, January 29, 2022 | | | $ | (488,247) | | $ | (198,903) | | $ | — | | $ | (687,150) | |

During the second quarter of fiscal 2022, the Company lifted the temporary suspension of its previously authorized stock repurchase programs.

TJX repurchased and retired 32 million shares of its common stock at a cost of approximately $2.2 billion during fiscal 2022, on a “trade date” basis.

In February 2022, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $3.0 billion of TJX common stock from time to time.

| Net income | | | $ | 3,282,815 | | $ | 90,470 | | $ | 3,272,193 | |

| Basic earnings per share | | | $ | 2.74 | | $ | 0.08 | | $ | 2.71 | |

| Net income | | | $ | 3,282,815 | | $ | 90,470 | | $ | 3,272,193 | |

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

| Diluted earnings per share | | | $ | 2.70 | | $ | 0.07 | | $ | 2.67 | |

The contracts outstanding at January 29, 2022 cover merchandise purchases the Company is committed to over the next several months.

| | | | zł | | | 25,000 | | | £ | | | 4,541 | | | 0.1816 | | | Prepaid Exp | | | $ | 72 | | $ | — | | $ | 72 | |

| | | | € | | | 60,000 | | | £ | | | 50,568 | | | 0.8428 | | | Prepaid Exp | | | 111 | | | — | | | 111 | | |

| | | | A$ | | | 170,000 | | | U.S.$ | | | 122,061 | | | 0.7180 | | | Prepaid Exp | | | 2,047 | | | — | | | 2,047 | | |

| | | | U.S.$ | | | 74,646 | | | £ | | | 55,000 | | | 0.7368 | | | (Accrued Exp) | | | — | | | (918) | | | (918) | | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

March 31, 2021

| Pension settlement charge | | | — | | | — | | | 36,122 | | |

| Gain on net investment hedges, net of related tax provision of $7,113 in fiscal 2019 | | | — | | | — | | | 19,538 | | |

| Pension settlement charge, net of related tax provision of $9,641 in fiscal 2019 | | | — | | | — | | | 26,481 | | |

| Other | | | — | | | — | | | (7,115) | | |

| Cash and cash equivalents at beginning of year | | | 3,216,752 | | | 3,030,229 | | | 2,758,477 | | |

| 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 | | |

| Common stock repurchased | | | (50,823) | | | (50,823) | | | (330,797) | | | — | | | (2,025,377) | | | (2,406,997) | | |

TJX is impacted by the uncertainty surrounding the financial impact of the novel coronavirus (“COVID-19”) pandemic as discussed in Note B—Impact of the COVID-19 Pandemic.

The Company considered COVID-19 related impacts to its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods.

The Company believes that its accounting estimates are appropriate after giving consideration to the ongoing uncertainties surrounding the severity and duration of the COVID-19 pandemic and the associated containment and remediation efforts.

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to the current year presentation.

Depreciation and Amortization

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, February 2, 2019 | | | $ | 70,027 | | $ | 1,692 | | $ | 25,833 | | $ | 97,552 | |

Recently Adopted Accounting Standards

Simplified Accounting for Income Taxes

In December 2019, the FASB issued guidance related to simplified accounting for income taxes.

The new standard simplifies accounting for income taxes by removing certain exceptions to the general principals in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences.

It also clarifies and simplifies other aspects of the accounting for income taxes.

This standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2020, with early adoption permitted in any interim period within that year.

The Company reviewed the provisions of this standard and determined that most of them do not apply to TJX.

The most significant impact to the Company is the simplification of the tax benefit calculation recognized on pre-tax losses in interim periods.

The Company elected to early adopt this standard as of February 2, 2020, which did not have an impact on the Company's Consolidated Financial Statements or disclosures for fiscal 2021.

After a novel coronavirus disease (“COVID-19”) emerged and spread worldwide, the World Health Organization declared COVID-19 a pandemic in March 2020, and national, state and local governments and private entities began issuing various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantine or isolation protocols.

The Company temporarily closed all of its stores, its online businesses, its distribution centers and its offices in March 2020, with Associates working remotely where possible.

During April 2020, the Company temporarily furloughed the majority of the hourly store and distribution center Associates in the U.S. and Canada, with employee benefits coverage for eligible Associates continuing during the temporary furlough at no cost to impacted Associates.

The Company also took comparable actions with respect to portions of our European and Australian workforces.

When the Company began to reopen stores and distribution centers in May 2020, it implemented new health and safety practices, including practices related to personal protective equipment and social distancing protocols.

Early in the fourth quarter of fiscal 2021, in response to increasing cases of COVID-19, hundreds of stores had additional temporary closures, primarily in Europe and Canada.

As of March 30, 2021, the Company has approximately 580 stores, primarily in Europe, that are temporarily closed due to government mandates in response to the COVID-19 global pandemic.

All of the Company’s e-commerce businesses remain open, including tkmaxx.com in the U.K.

In fiscal 2021, the Company amended the credit agreements governing its revolving credit facilities and as a result, the Company expects to maintain compliance with its covenants for at least one year from the issuance of these consolidated financial statements.

Financial Actions

Balance Sheet, Cash Flow and Liquidity

During fiscal 2021 the Company generated $4.6 billion of operating cash flows and ended the year with $10.5 billion of cash.