TJX Companies (TJX) 10-K risk factor changes: FY2023 vs FY2022

The risks [removed: that follow] [added: listed below] are those that we think, individually or in the aggregate, are potentially material to our business and could cause our actual results to differ materially from those stated or implied in forward-looking statements.

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

The COVID-19 pandemic has had, and [removed: is continuing to] [added: in the future may] have, a significant impact on our business, financial [removed: condition] [added: condition,] and results of operations.

[removed: For a period in fiscal 2021 during] [added: During] the first major peak of the COVID-19 [removed: outbreak,] [added: outbreak in fiscal 2021,] 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.

[removed: In response to the COVID-19 pandemic] [added: During that time,] we also implemented new [removed: practices and protocols] [added: procedures] 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 [added: primarily during fiscal 2021 and fiscal 2022,] while potentially impacting sales opportunities.

Many [added: of our] stores have had, and in the future may again have, additional temporary [removed: closures or be] [added: closures, and many of our stores have been, and may again in the future be,] subject to additional [removed: restrictions, further] [added: restrictions that] adversely [removed: impacting] [added: impact] customer traffic and sales opportunities.

In addition, market conditions and the impact of the pandemic on the global economy 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 [removed: for,] [added: related to,] and may in the future interrupt and further increase costs [removed: for,] [added: related to,] our supply chain, and could require additional changes to our operations.

The extent of [removed: the] [added: any] impact [added: on our operations from the COVID-19 pandemic in a post-pandemic epidemic or endemic phase] will depend in part on future developments that are difficult to predict, including the [removed: continued] severity and spread of the virus and [removed: the success of prevention, treatment and containment efforts globally.][added: its variants.]

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

Levels of our customers’ spending at our stores and consumer discretionary spending more generally may [added: continue to] be impacted by the [removed: ongoing] pandemic and [added: may be impacted by a post-pandemic epidemic or endemic phase and] its [removed: impact] [added: effects] on the economy.

[removed: Social] [added: For example, social] distancing, telecommunicating and reductions in travel [removed: may become] [added: became] more typical [added: in response to the pandemic] and [removed: replace] [added: partially replaced] past patterns.

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

[removed: All of these] [added: These] conditions could [added: have a continuing] impact [added: on consumer spending,] the way our Associates work, [removed: affect] [added: or] our company culture and [removed: reputation and] could have [removed: continuing] adverse effects on our business, financial condition and results of 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.

[removed: If] [added: Our customer traffic and our sales, margins, and other financial results could be adversely affected 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 [removed: mix, our customer traffic and our sales, margins and other financial results could be adversely affected.][added: mix.]

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 [removed: source] [added: 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 [removed: an adequate] [added: our desired] 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 categories or geographies.

[removed: The ongoing] [added: A variety of factors, including the] COVID-19 [removed: pandemic has] [added: pandemic, have] impacted, and may continue to impact, execution of our opportunistic buying strategy and inventory management.

Our ability to allocate, [removed: deliver] [added: deliver,] and maintain our preferred mix and level of inventory has been impacted [added: in recent years] by temporary store [removed: closures] [added: closures, inflationary pressures] and global supply chain disruptions, including, for example, [removed: by increasing] [added: an increase in] competition for limited shipping capacity and [removed: by] other operational and market changes related to the global pandemic.

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

Although our business model allows us greater flexibility [removed: than many traditional retailers] to meet consumer product preferences and trends [added: than many traditional retailers] (for example, by expanding and contracting merchandise categories in response to consumers’ changing tastes), we may not successfully do so, which could impact inventory turns, customer [removed: traffic] [added: traffic,] and [removed: sales] [added: sales,] and [added: may] add difficulty in attracting new customers, retaining existing customers, and encouraging frequent customer visits, which could adversely affect our results.

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

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

Some of our competitors are larger than we are or have more experience [added: than we do] in selling certain product lines or through certain [removed: channels than we do.][added: 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.

[removed: E-commerce] [added: More generally, consumer e-commerce spending] may continue to increase, [added: as it has in recent years,] while our business is primarily in brick and mortar stores.

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

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

Further, we may not [added: be able to] effectively develop or implement strategies [removed: with respect to] [added: in the] rapidly evolving [removed: digital communication] [added: digital/social media] channels.

Failure to continue to expand our business successfully could adversely affect our financial [removed: results][added: results.]

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 or decrease investments, slow our planned [removed: growth] [added: growth,] or close stores or operations.

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

Growth can [added: also] add complexity to [added: our business operations by requiring] effective information [removed: sharing and requires] [added: sharing,] significant attention from our management and other functions across our [removed: business.][added: business, development of new capabilities, as well as appropriately staffing and training an increased number of Associates and/or managing appropriate third-party providers.]

These [removed: risks] [added: requirements] may increase with further growth, particularly if we expand into additional countries.

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

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

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

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

–problems [removed: in] [added: with] third-party distribution and warehousing, logistics, transportation and other supply chain interruptions;

There may be additional risks that we are not aware of or that we currently believe are immaterial, and factors besides the ones discussed below, that could adversely affect our business.

Various restrictions were issued worldwide since the start of the COVID-19 pandemic, including limitations on business operations.

Our ongoing operations and successful growth are dependent on these systems and require us to accurately anticipate our current and future IT needs, including successfully developing, implementing and maintaining appropriate systems as well as effective disaster recovery plans for such systems.

Our ongoing operations and successful growth are dependent on our doing these things effectively.

Additionally, there is a heightened risk of cyber security incidents as a result of geopolitical events outside of our control, such as the ongoing Russia-Ukraine conflict.

We also have faced and may continue to face challenges in engaging, overseeing and training Associates who work remotely several days each week or work primarily remotely.

Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to crises or sensitive topics or on issues related to environmental, social and governance (“ESG”) matters, and any perceived lack of transparency about such matters, could harm our reputation.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations by governmental and nongovernmental organizations, customers and investors, including with respect to environmental, social and governance matters, that could materially impact our operating results or materially harm our reputation.

Certain investor advocacy groups, investors, customers, regulators, Associates, and other stakeholders have increasingly focused on social impact, environmental sustainability, human capital management, human rights and other ESG matters in a variety of ways that are not necessarily consistent.

From time to time, we announce certain initiatives related to our corporate responsibility efforts, which we have focused under four pillars: environmental sustainability, our workplace, our communities, and responsible sourcing and business operations.

These initiatives may be considered inadequate by stakeholders, or we could fail or be perceived to fail or fall short in our pursuit of such initiatives, or in accurately and comprehensively reporting our progress on such initiatives and any related goals and commitments.

If our ESG practices do not meet investor or other stakeholder expectations and standards, including related to climate change, environmental sustainability, human capital management, and human rights, or do not meet related regulations and expectations for increased transparency, which continue to evolve, our reputation may be negatively impacted, and we may be subject to litigation risk and/or regulatory enforcement.

In addition, we could be criticized for the scope of our initiatives or goals or perceived as not acting responsibly in connection with these matters, and that evaluation may be based on factors unrelated to the impact of these matters on our business, financial or otherwise.

Our failure, or perceived failure, with these initiatives or more generally to manage reputational threats and meet shifting stakeholder expectations or consumer preferences could negatively impact our brand, image, reputation, credibility, Associate retention and the willingness of our customers and suppliers to do business with us.

Similarly, if we reduce or suspend our dividend distributions, as we did for part of fiscal 2021, our stock price may be adversely affected.

Many of these factors have been present in the market in recent years, including inflation and economic downturn, which has impacted consumer confidence and discretionary spending.

We rely on banks and other financial institutions to safeguard and allow ready access to assets such as cash and cash equivalents.

Government regulations and responses to such events or conditions could affect our operations or result in material expenses relating to compliance.

Many governments and private entities have issued various 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, mask mandates, vaccination requirements, stay at home orders and advisories and quarantining protocols.

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 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.

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

It also requires appropriately staffing and training an increased number of Associates and/or managing appropriate third-party providers.

Increased labor costs may adversely affect our results of operations.

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

Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to crises, including the Russian invasion of Ukraine or a public health crisis like the COVID-19 pandemic, or on issues like corporate responsibility, responsible sourcing, environmental sustainability, climate change, inclusion and diversity, racial justice and equity, human rights, politics and lobbying, privacy, merchandising, product safety, compensation and benefits, workplace environment, labor compliance, workforce reductions or other employment actions, or other sensitive topics, and any perceived lack of transparency about such matters, could harm our reputation, particularly as expectations of corporate action and of companies’ responsibilities in areas related to environmental, social and governance (“ESG”) issues have changed and may continue to change.

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

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.

Adverse or unseasonable weather may adversely affect our sales and operating results.

As a result, our business could be adversely affected.

The U.S. Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) significantly revised the previous federal income tax code.

Additional interpretive guidance has been and will continue to be issued with respect to the 2017 Tax Act, and such guidance may be different from our interpretation and thus adversely affect our results.

In addition, it is uncertain if and to what extent various states will conform to the 2017 Tax Act, which could also impact our tax obligations.

The discussion that follows relates to our 52-week fiscal years ended January [removed: 29, 2022] [added: 28, 2023] (fiscal [removed: 2022),] [added: 2023) and] January [removed: 30, 2021 (fiscal 2021), February 1, 2020] [added: 29, 2022] (fiscal [removed: 2020)] [added: 2022)] and [removed: January 28, 2023] [added: our 53-week fiscal year ended February 3, 2024] (fiscal [removed: 2023).][added: 2024).]

Discussions of fiscal [removed: 2020] [added: 2021] items and year-to-year comparisons between fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020] [added: 2021] that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended January [removed: 30, 2021.][added: 29, 2022.]

We operate [removed: nearly 4,700] [added: over 4,800] 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 HomeGoods, Homesense, and 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).

In addition to our four main segments, Sierra operates [removed: sierra.com and] retail stores [added: and sierra.com] in the U.S. The results of Sierra are included in the Marmaxx segment.

Highlights of our financial performance for fiscal [removed: 2022] [added: 2023] include the following:

[removed: –Net] [added: E-commerce] sales [added: at tkmaxx.com] were [removed: $48.5 billion, $32.1 billion,] [added: approximately 3%] and [removed: $41.7 billion] [added: 5% of TJX International’s net sales] for fiscal [removed: 2022, fiscal 2021,] [added: 2023] and fiscal [removed: 2020,] [added: 2022,] respectively.

As of January [removed: 29, 2022,] [added: 28, 2023, both] the number of stores in operation [removed: increased approximately 3%] and selling square footage increased [removed: 2%] [added: approximately 3%] compared to the end of fiscal [removed: 2021.][added: 2022.]

–Diluted earnings per share were [removed: $2.70] [added: $2.97] for fiscal [removed: 2022,] [added: 2023,] which included a [removed: debt extinguishment] [added: $0.14 net of tax] charge [added: related to the write-down and the divestiture] of [removed: $0.15 per share,] [added: our minority investment in Familia,] compared to [removed: $0.07] [added: $2.70] for fiscal [removed: 2021,] [added: 2022,] which included a debt extinguishment charge of [removed: $0.19] [added: $0.15] per [removed: share, and $2.67 for fiscal 2020.][added: share.]

–Our cost of sales, including buying and occupancy costs, ratio [added: for fiscal 2023] was [removed: 71.5%, 76.3%, and] [added: 72.4%, a 0.9 percentage point increase compared to] 71.5% for fiscal [removed: 2022, fiscal 2021, and fiscal 2020, respectively.][added: 2022.]

–Our selling, general and administrative (“SG&A”) expense ratio [removed: was 18.7%, 21.8%, and 17.9%] for fiscal [removed: 2022, fiscal 2021, and] [added: 2023 was 17.9%, a 0.8 percentage point decrease compared to 18.7% for] fiscal [removed: 2020, respectively.][added: 2022.]

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were up [removed: 31%] [added: 1%] on a reported basis and [removed: 32% on a constant currency basis at the end of fiscal 2022 as compared to fiscal 2021, and we were] up [removed: 3%] [added: 2%] on [removed: both] a [removed: reported basis and] constant currency basis at the end of fiscal [removed: 2022] [added: 2023] as compared to [removed: fiscal 2020.][added: the prior year.]

[removed: –During] [added: –During] fiscal [removed: 2022,] [added: 2023,] we returned [removed: $3.4] [added: $3.6] billion to our shareholders through share repurchases and dividends.

A dividend of [removed: $0.26] [added: $0.295] per share was declared in the fourth quarter of fiscal [removed: 2022] [added: 2023] and paid in March [removed: of 2022.][added: 2023.]

| | | | Fiscal [removed: 2022] [added: 2023] | | | Fiscal [removed: 2021] [added: 2022] | | | [removed: Fiscal 2020] | | | | | |

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

| Cost of sales, including buying and occupancy costs | | | [removed: 71.5] [added: 72.4] | | | [removed: 76.3] [added: 71.5] | | | [removed: 71.5] | | | | | |

| Selling, general and administrative expenses | | | [removed: 18.7] [added: 17.9] | | | [removed: 21.8] [added: 18.7] | | | [removed: 17.9] | | | | | |

| Loss on early extinguishment of debt | | | [removed: 0.5] [added: —] | | | [removed: 1.0] [added: 0.5] | | | [removed: —] | | | | | |

| Interest expense, net | | | [removed: 0.2] [added: 0.0] | | | [removed: 0.6] [added: 0.2] | | | [removed: —] | | | | | |

| Income before income taxes* | | | [removed: 9.1] [added: 9.3] | | % | [removed: 0.3] [added: 9.1] | | % | [removed: 10.6] | | [removed: %] | | | |

[removed: *Divestiture of] [added: Impairment on] Equity [removed: Investment*][added: Investment]

| | | | [added: Fiscal 2023] | | | [added: Fiscal 2022] | | | [removed: Fiscal 2022] | | | [removed: Fiscal 2021] | | |

| HomeGoods | | | [added: 16] | | | [added: 15] | | | [removed: —] | | [removed: %] | [removed: 20] | | [removed: %] |

| [removed: TJX] Canada | | | [added: 10] | | | [added: 9] | | | [removed: 12] | | [removed: %] | [removed: 29] | | [removed: %] |

Net sales from our e-commerce sites combined amounted to less than 3% of total sales for each of fiscal [removed: 2022, fiscal 2021] [added: 2023] and fiscal [removed: 2020.][added: 2022.]

[removed: For fiscal 2022, we temporarily] [added: (a)Comp store sales] reported [added: for fiscal 2023 and] open-only comp store [removed: sales, as described below.][added: sales reported for fiscal 2022.]

For fiscal 2023, we [removed: intend to return] [added: returned] to our historical definition of comparable store [removed: sales.][added: sales (as defined below).]

As a result, the comparable stores included in the fiscal 2023 measure [removed: will] consist of U.S. stores only, [removed: which,] [added: which] we [removed: intend to] refer to as U.S. comparable store sales [added: (“U.S. comp store sales”),] and [removed: will be] [added: are] calculated against sales for the comparable periods in fiscal 2022.

[removed: Net sales increased 16% and] [added: U.S.] open-only comp store sales [removed: were up 15%] [added: increased 17%] for fiscal [removed: 2022 compared to fiscal 2020.][added: 2022.]

U.S. [removed: open-only] comp store sales were [removed: up 17%] [added: flat] for fiscal [removed: 2022] [added: 2023] compared to [added: a 17% U.S. open-only comp store sales (as defined below) increase for] fiscal [removed: 2020.][added: 2022.]

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

[removed: Historically, we defined] [added: We define] comparable store sales, or comp [added: store] sales, to be sales of stores that have been in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation.

We [removed: calculated] [added: calculate] comp [added: store] sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned.

Sales excluded from comp [added: store] sales (“non-comp [added: store] sales”) consist of sales from:

–New stores - stores that have not yet met the comp [added: store] sales criteria, which represents a substantial majority of non-comp [added: store] sales

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

We determine which stores are included in the comp [added: store] sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year.

Comp [added: store] sales of our foreign segments are calculated by translating the current year’s comp [added: store] sales using the prior year’s exchange rates.

Comp [added: store] sales may be referred to as “same store” sales by other retail companies.

The method for calculating comp [added: store] sales varies across the retail industry, therefore our measure of comp [added: store] sales may not be comparable to that of other retail companies.

–U.S. comp store sales were flat in fiscal 2023.

See Net Sales below for definitions of both U.S. comp store sales and U.S. open-only comp store sales.

–Pre-tax margin (the ratio of pre-tax income to net sales) for fiscal 2023 was 9.3%, which included a 0.4 percentage point charge related to the write-down of our minority investment in Familia.

This was a 0.2 percentage point increase compared to 9.1% for fiscal 2022, which included a 0.5 percentage point debt extinguishment charge.

| Impairment on equity investment | | | 0.4 | | | — | | | | | | | | |

Net sales for fiscal 2023 totaled $49.9 billion, a 3% increase versus net sales of $48.5 billion for fiscal 2022.

The increase includes a 5% increase in non-comp store sales, partially offset by a 2% negative impact from foreign currency exchange rates.

The non-comp store sales increase reflects a fully open store base for fiscal 2023 compared to temporary store closures in fiscal 2022.

We expect all geographies to return to the historical definition of comparable store sales in fiscal 2024.

Strong apparel sales offset a decline in home fashions sales for fiscal 2023.

As of January 28, 2023, our store count increased 3% and selling square footage increased 3% compared to the same period last year.

In order to provide a performance indicator for its stores, during fiscal 2022, we temporarily reported open-only comp store sales.

U.S. open-only comp store sales reports the open-only comp store sales for our Marmaxx and HomeGoods segments.

Merchandise margin reflected approximately 1.2 percentage points of incremental freight costs as well as higher markdowns and shrink expense, partially offset by strong markon.

SG&A expenses, as a percentage of net sales, were 17.9% for fiscal 2023, a decrease of 0.8 percentage points over 18.7% for fiscal 2022.

The decrease in SG&A ratio for fiscal 2023 was primarily driven by store payroll due to a reduction of COVID-related costs and lower share-based and incentive compensation costs, partially offset by higher store wages.

During fiscal 2023, we announced and completed the divestiture of our minority investment in Familia.

As a result, we recorded an impairment charge of $218 million in the first quarter of fiscal 2023 representing the entire carrying value of the investment.

Additionally, we realized a $54 million tax benefit when we completed the divestiture of this investment during the third quarter of fiscal 2023.

In August 2022, the Inflation Reduction Act of 2022 (“IRA”), was signed into law.

Among other things, the IRA imposes a 15% corporate alternative minimum tax (the “Corporate AMT”) for tax years beginning after December 31, 2022 and levies a 1% excise tax on net stock repurchases after December 31, 2022.

The excise tax on the net repurchase portion of the IRA did not have an impact on our results of operations or financial position in fiscal 2023 and we do not expect the Corporate AMT, excise tax, or other provisions of the IRA to have a material impact on our consolidated financial statements.

The decrease in the fiscal 2023 effective income tax rate was primarily due to the lapse of statutes of limitations and resolution of various tax matters, and the change of jurisdictional mix of profits and losses, partially offset by a reduction of excess tax benefits from share-based compensation.

Diluted earnings per share in fiscal 2023 were $2.97 compared to $2.70 in fiscal 2022.

The $218 million impairment on our previously-held minority investment in Familia, net of the $54 million tax benefit, had a $0.14 negative impact on earnings per share for fiscal 2023.

Foreign currency had a $0.06 negative impact on earnings per share in fiscal 2023 compared to a neutral impact on earnings per share in fiscal 2022.

A $242 million debt extinguishment charge in fiscal 2022 had a $0.15 negative impact on earnings per share for fiscal 2022.

In addition to our four main segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.

| Comp store sales(a) | | | 3 | | % | 13 | | % | | | | | | |

| Marshalls | | | 27 | | | 26 | | | | | | | | |

| Sierra | | | 1 | | | 1 | | | | | | | | |

| Total | | | 56 | | | 55 | | | | | | | | |

The increase in net sales reflects a 3% increase from comp store sales and a 1% increase from non-comp store sales.

Comp sales growth at Marmaxx was primarily attributable to an increase in average basket driven by higher average ticket.

For fiscal 2023, positive apparel sales outperformed a decline in home fashion sales.

All geographies generally performed in line with the overall comp store sales increase.

| U.S. dollars in millions | | | January 28, 2023 | | | January 29, 2022 | | | | | | | | |

| Comp store sales(a) | | | (11) | | % | 32 | | % | | | | | | |

| Selling square footage at end of period (in millions): | | | | | | | | | | | | | | |

| Total | | | 17 | | | 16 | | | | | | | | |

Matters Affecting Comparability

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.

–Pre-tax margin (the ratio of pre-tax income to net sales) was 9.1%, 0.3%, and 10.6% for fiscal 2022, fiscal 2021, and fiscal 2020, respectively.

–A debt extinguishment charge of $0.2 billion reduced fiscal 2022 pre-tax margin by 0.5 percentage points and a debt extinguishment charge of $0.3 billion reduced fiscal 2021 pre-tax margin by 1.0 percentage point.

| | | | | | | | | | | | | | | |

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

Recent Events and Trends

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.

*COVID-19*

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.

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 that could result in possible additional impacts to our operations.

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

| Marmaxx | | | | | | | | | — | | % | 20 | | % |

| TJX International | | | | | | | | | 19 | | % | 36 | | % |

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

Net sales totaled $48.5 billion, $32.1 billion, and $41.7 billion for fiscal 2022, fiscal 2021 and fiscal 2020, respectively.

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

Our historical definition of comp store sales is also presented below for reference.

*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.

The analysis indicated a potential impact of approximately [removed: $65] [added: $104] million on our pre-tax income in fiscal [removed: 2022] [added: 2023] and approximately [removed: $38] [added: $65] million in fiscal [removed: 2021.][added: 2022.]

We have [removed: nearly 4,700] [added: over 4,800] stores and 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.

In this report, fiscal [removed: 2022] [added: 2023] means the [added: 52-week] fiscal year ended January [removed: 29, 2022;] [added: 28, 2023;] fiscal [removed: 2021] [added: 2022] means the [added: 52-week] fiscal year ended January [removed: 30, 2021] [added: 29, 2022] and fiscal [removed: 2020] [added: 2021] means the [added: 52-week] fiscal year ended [removed: February 1, 2020.][added: January 30, 2021.]

Fiscal [removed: 2023] [added: 2024] means the [added: 53-week] fiscal year ending [removed: January 28, 2023.][added: February 3, 2024.]

Unless otherwise indicated, all store information in this Item 1 is as of January [removed: 29, 2022,] [added: 28, 2023,] 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: 2,432] [added: 2,482] stores.

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

Sierra operates [removed: sierra.com and 59] [added: 78] retail stores in the U.S. [added: and sierra.com.]

[removed: Our HomeGoods chain,] [added: HomeGoods,] introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 850] [added: 894] stores and its e-commerce [removed: site homegoods.com] [added: site, homegoods.com,] launched in 2021, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and [removed: cookware] [added: cookware,] as well as expanded [removed: pet, kids] [added: pet] and gourmet food departments.

In 2017, we launched our Homesense chain in the U.S. Our [removed: 39] [added: 46] Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting and rugs, as well as a general store and an entertaining marketplace.

Winners operates [removed: 293] [added: 297] stores, with select stores offering jewelry and some featuring The Runway, a high-end designer department.

This chain operates [removed: 147] [added: 151] stores and offers an array of home decor, basics, furniture, and seasonal home merchandise.

With [removed: 618] [added: 629] stores in Europe, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

Its [removed: 77] [added: 78] stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

The merchandise offering at T.K. Maxx in Australia's [removed: 68] [added: 74] stores is comparable to T.J. Maxx.

Our buyers have more visibility into consumer, fashion and market trends and pricing when we buy closer to need, which can help us [removed: “buy smarter”] [added: buy better] and reduce our markdown exposure.

Our goal is to operate with lean inventory levels compared to conventional retailers to give us the flexibility to seek out and to take advantage of these opportunities as they arise, close to the time [removed: it] [added: the merchandise] is needed in our stores and online and when we have more visibility into fashion trends and price.

We develop some of this merchandise [removed: ourselves in order] [added: ourselves, which allows us] to supplement the depth of, or fill gaps in, our expected merchandise assortment.

Manufacturers, retailers and other vendors [removed: make] [added: made] up our expansive universe of approximately 21,000 [removed: vendors,] [added: vendors across the globe,] including thousands of new vendors in [removed: 2021, across the globe,] [added: 2022,] which provides us substantial and diversified access to merchandise.

We are typically willing to purchase less-than-full assortments of items, styles and sizes as well as quantities ranging from small to very large; we are able to disperse merchandise across our geographically diverse network of stores and to target specific markets; we [removed: typically] pay promptly according to our payment terms; [removed: we generally do] [added: our practice is to] not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or return privileges; and we have an excellent credit rating.

[removed: We do] [added: Our practice is to] not [removed: generally] engage in promotional pricing activity such as sales or coupons.

We operate distribution centers encompassing approximately [removed: 24] [added: 26] million square feet in six countries.

| | | | Fiscal [removed: 2021] [added: 2022] | | | Fiscal [removed: 2022] [added: 2023] | | | | | | | | | | | |

| T.J. Maxx | | | 27,000 | | | [removed: 1,271] [added: 1,284] | | | [removed: 1,284] [added: 1,299] | | | | | | | | |

| Marshalls | | | 28,000 | | | [removed: 1,131] [added: 1,148] | | | [removed: 1,148] [added: 1,183] | | | | | | | | |

| Total Marmaxx | | | | | | [removed: 2,402] [added: 2,432] | | | [removed: 2,432] [added: 2,482] | | | 3,000 | | | | | |

| HomeGoods | | | 23,000 | | | [removed: 821] [added: 850] | | | [removed: 850] [added: 894] | | | | | | | | |

| Homesense | | | 27,000 | | | [removed: 34] [added: 39] | | | [removed: 39] [added: 46] | | | | | | | | |

| Total HomeGoods | | | | | | [removed: 855] [added: 889] | | | [removed: 889] [added: 940] | | | 1,500 | | | | | |

| Winners | | | 27,000 | | | [removed: 280] [added: 293] | | | [removed: 293] [added: 297] | | | | | | | | |

| HomeSense | | | 23,000 | | | [removed: 143] [added: 147] | | | [removed: 147] [added: 151] | | | | | | | | |

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

| Total TJX Canada | | | | | | [removed: 525] [added: 546] | | | [removed: 546] [added: 554] | | | 650 | | | | | |

| T.K. Maxx (Europe) | | | 28,000 | | | [removed: 602] [added: 618] | | | [removed: 618] [added: 629] | | | | | | | | |

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

| T.K. Maxx (Australia) | | | 21,000 | | | [removed: 62] [added: 68] | | | [removed: 68] [added: 74] | | | | | | | | |

| Total TJX International | | | | | | [removed: 742] [added: 763] | | | [removed: 763] [added: 781] | | | 1,125 | | | (a) | | |

| TJX Total(b) | | | | | | [removed: 4,572] [added: 4,689] | | | [removed: 4,689] [added: 4,835] | | | 6,275 | | | | | |

(b)Includes [removed: 48] [added: 59] Sierra stores in fiscal [removed: 2021,] [added: 2022] and [removed: 59] [added: 78] Sierra stores for fiscal [removed: 2022.][added: 2023.]

As of January [removed: 29, 2022,] [added: 28, 2023,] we had approximately [removed: 340,000] [added: 329,000] employees (who we refer to as Associates), many of whom [removed: work] [added: worked] less than 40 hours per week.

Our large, global workforce supports the execution of our flexible off-price business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of merchandise in [removed: nearly 4,700] [added: over 4,800] retail stores in nine countries and across five distinctive branded e-commerce sites.

Our HomeGoods segment operates HomeGoods and Homesense chains.

In fiscal 2022, we included new leadership competency and cultural factors focused on inclusion-based values and behaviors, which we began to incorporate into our Leadership Development Toolkit during fiscal 2023.

Our global workforce reflects a diversity of races, ethnicities, cultures, nationalities, and genders, and we are committed to continuing to build and support an inclusive and diverse workplace.

Our culture prioritizes Associate development and advancement within our organization and we have many Associates in managerial positions who have been with the Company for more than 10 years.

| Louise Greenlees | | | 60 | | | Senior Executive Vice President, Group President since June 2022. President, TJX Europe from January 2015 to June 2022. Managing Director, TJX Europe from January 2014 to January 2015. Group Buying Director, TJX Europe from April 2013 to January 2014. Homesense Managing Director, from December 2010 to April 2013. | | |

| John Klinger | | | 58 | | | Executive Vice President and Chief Financial Officer since January 2023. Executive Vice President, Corporate Controller from 2019 to January 2023. Senior Vice President, Corporate Controller from 2015 to 2019. Senior Vice President, Divisional Chief Financial Officer, TJX Europe from 2011 to 2015. Vice President, Corporate Finance from 2011 to 2011. Vice President, Divisional Chief Financial Officer for AJWright from 2007 to 2011. Various financial positions with TJX since joining in 2000. | | |

During fiscal 2022, our business operations continued to be impacted by the COVID-19 pandemic.

In addition to the temporary closures and reopenings of some of our stores, the pandemic has led to continued modifications of our operations, and has had an impact on our results of operations, financial position and liquidity, as well as consumer behavior.

See *Risk Factors* and *Management’s Discussion and Analysis of Financial Condition* a*nd Results of Operations* below for more information.

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.

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.

| Richard Sherr | | | 65 | | | Senior Executive Vice President, Group President since January 2012. President, HomeGoods from 2010 to 2012. Chief Operating Officer, Marmaxx from 2007 until 2010. Various merchandising positions at TJX from 1992 to 2007. | | |

See [removed: [](#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)] [added: [](#i625b2317deb84092aee98900d1f40d1f_235)[Note N—Contingent Obligations, Contingencies, and Commitments](#i625b2317deb84092aee98900d1f40d1f_235)] of Notes to Consolidated Financial Statements for information on legal proceedings.

For the fiscal year ended January [removed: 29, 2022][added: 28, 2023]

See the definitions of “large accelerated [removed: filer”,] [added: filer,”] “accelerated [removed: filer”,] [added: filer,”] “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting common stock held by non-affiliates of the registrant on July [removed: 31, 2021,] [added: 30, 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $82.7] [added: $71] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,175,228,119] [added: 1,152,568,938] shares of the registrant’s common stock, $1.00 par value, outstanding as of March [removed: 28, 2022.][added: 27, 2023.]

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: 7, 2022] [added: 6, 2023] (Part III).

This Form 10-K and our [removed: 2021] [added: 2022] 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,” [added: relating to, among other things, the availability of merchandise, execution, payment of dividends, plans for future stock repurchases, future use] and [added: availability of cash and cash equivalents, expected capital expenditures, trends] in [added: demand for] our [removed: 2021] [added: products, the impact of foreign exchange rates and expectations with respect to future store openings, and in our 2022] Annual Report to Shareholders [removed: under] [added: in] our letter to [removed: shareholders and our performance graphs.][added: shareholders.]

Forward-looking statements are inherently subject to risks, uncertainties and potentially inaccurate [removed: assumptions.][added: assumptions that could cause actual results to differ materially from those expressed or implied by such statements.]

We have generally identified such statements by using words indicative of the future such as “anticipate,” “believe,” [added: “continue,”] “could,” “estimate,” “expect,” “forecast,” [added: “goal,”] “intend,” [removed: “looking forward,”] “may,” “plan,” “potential,” “project,” [added: “seek,”] “should,” “target,” “will” and “would” or any variations of these words or other words with similar [removed: meanings.][added: meanings, although not all forward-looking statements contain these identifying words.]

Our forward-looking statements speak only as of the dates on which they are made, and we do not undertake any obligation to update [added: or revise] any forward-looking statement, whether to reflect new information, future events or [removed: otherwise.][added: otherwise, unless required by law.]

| [ITEM 1. [removed: Business](#ica4952bdc4744637ad58c63b7b7e9dec_16)] [added: Business](#i625b2317deb84092aee98900d1f40d1f_16)] | | | [removed: [4](#ica4952bdc4744637ad58c63b7b7e9dec_16)] [added: [5](#i625b2317deb84092aee98900d1f40d1f_16)] | | |

| [ITEM 1A. Risk [removed: Factors](#ica4952bdc4744637ad58c63b7b7e9dec_19)] [added: Factors](#i625b2317deb84092aee98900d1f40d1f_19)] | | | [removed: [10](#ica4952bdc4744637ad58c63b7b7e9dec_19)] [added: [11](#i625b2317deb84092aee98900d1f40d1f_19)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments](#ica4952bdc4744637ad58c63b7b7e9dec_22)] [added: Comments](#i625b2317deb84092aee98900d1f40d1f_22)] | | | [removed: [20](#ica4952bdc4744637ad58c63b7b7e9dec_22)] [added: [22](#i625b2317deb84092aee98900d1f40d1f_22)] | | |

| [ITEM 2. [removed: Properties](#ica4952bdc4744637ad58c63b7b7e9dec_25)] [added: Properties](#i625b2317deb84092aee98900d1f40d1f_25)] | | | [removed: [20](#ica4952bdc4744637ad58c63b7b7e9dec_25)] [added: [22](#i625b2317deb84092aee98900d1f40d1f_25)] | | |

| [ITEM 3. Legal [removed: Proceedings](#ica4952bdc4744637ad58c63b7b7e9dec_28)] [added: Proceedings](#i625b2317deb84092aee98900d1f40d1f_28)] | | | [removed: [23](#ica4952bdc4744637ad58c63b7b7e9dec_28)] [added: [25](#i625b2317deb84092aee98900d1f40d1f_28)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures](#ica4952bdc4744637ad58c63b7b7e9dec_31)] [added: Disclosures](#i625b2317deb84092aee98900d1f40d1f_31)] | | | [removed: [23](#ica4952bdc4744637ad58c63b7b7e9dec_31)] [added: [25](#i625b2317deb84092aee98900d1f40d1f_31)] | | |

| [ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ica4952bdc4744637ad58c63b7b7e9dec_37)] [added: Securities](#i625b2317deb84092aee98900d1f40d1f_37)] | | | [removed: [23](#ica4952bdc4744637ad58c63b7b7e9dec_37)] [added: [25](#i625b2317deb84092aee98900d1f40d1f_37)] | | |

| [ITEM 6. [removed: Reserved](#ica4952bdc4744637ad58c63b7b7e9dec_40)] [added: Reserved](#i625b2317deb84092aee98900d1f40d1f_40)] | | | [removed: [23](#ica4952bdc4744637ad58c63b7b7e9dec_40)] [added: [25](#i625b2317deb84092aee98900d1f40d1f_40)] | | |

| [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#ica4952bdc4744637ad58c63b7b7e9dec_46)] [added: Operation](#i625b2317deb84092aee98900d1f40d1f_46)] | | | [removed: [24](#ica4952bdc4744637ad58c63b7b7e9dec_46)] [added: [26](#i625b2317deb84092aee98900d1f40d1f_46)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosure about Market [removed: Risk](#ica4952bdc4744637ad58c63b7b7e9dec_118)] [added: Risk](#i625b2317deb84092aee98900d1f40d1f_115)] | | | [removed: [37](#ica4952bdc4744637ad58c63b7b7e9dec_118)] [added: [38](#i625b2317deb84092aee98900d1f40d1f_115)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data](#ica4952bdc4744637ad58c63b7b7e9dec_121)] [added: Data](#i625b2317deb84092aee98900d1f40d1f_118)] | | | [removed: [37](#ica4952bdc4744637ad58c63b7b7e9dec_121)] [added: [38](#i625b2317deb84092aee98900d1f40d1f_118)] | | |

| [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ica4952bdc4744637ad58c63b7b7e9dec_124)] [added: Disclosure](#i625b2317deb84092aee98900d1f40d1f_121)] | | | [removed: [37](#ica4952bdc4744637ad58c63b7b7e9dec_124)] [added: [38](#i625b2317deb84092aee98900d1f40d1f_121)] | | |

| [ITEM 9A. Controls and [removed: Procedures](#ica4952bdc4744637ad58c63b7b7e9dec_127)] [added: Procedures](#i625b2317deb84092aee98900d1f40d1f_124)] | | | [removed: [38](#ica4952bdc4744637ad58c63b7b7e9dec_127)] [added: [38](#i625b2317deb84092aee98900d1f40d1f_124)] | | |

| [ITEM 9B. Other [removed: Information](#ica4952bdc4744637ad58c63b7b7e9dec_130)] [added: Information](#i625b2317deb84092aee98900d1f40d1f_127)] | | | [removed: [38](#ica4952bdc4744637ad58c63b7b7e9dec_130)] [added: [39](#i625b2317deb84092aee98900d1f40d1f_127)] | | |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ica4952bdc4744637ad58c63b7b7e9dec_2152)] [added: Inspections](#i625b2317deb84092aee98900d1f40d1f_130)] | | | [removed: [38](#ica4952bdc4744637ad58c63b7b7e9dec_130)] [added: [39](#i625b2317deb84092aee98900d1f40d1f_127)] | | |

| [PART [removed: III](#ica4952bdc4744637ad58c63b7b7e9dec_133)] [added: III](#i625b2317deb84092aee98900d1f40d1f_133)] | | | | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance](#ica4952bdc4744637ad58c63b7b7e9dec_136)] [added: Governance](#i625b2317deb84092aee98900d1f40d1f_136)] | | | [removed: [39](#ica4952bdc4744637ad58c63b7b7e9dec_136)] [added: [39](#i625b2317deb84092aee98900d1f40d1f_136)] | | |

| [ITEM 11. Executive [removed: Compensation](#ica4952bdc4744637ad58c63b7b7e9dec_139)] [added: Compensation](#i625b2317deb84092aee98900d1f40d1f_139)] | | | [removed: [39](#ica4952bdc4744637ad58c63b7b7e9dec_139)] [added: [40](#i625b2317deb84092aee98900d1f40d1f_139)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ica4952bdc4744637ad58c63b7b7e9dec_142)] [added: Matters](#i625b2317deb84092aee98900d1f40d1f_142)] | | | [removed: [39](#ica4952bdc4744637ad58c63b7b7e9dec_142)] [added: [40](#i625b2317deb84092aee98900d1f40d1f_142)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#ica4952bdc4744637ad58c63b7b7e9dec_145)] [added: Independence](#i625b2317deb84092aee98900d1f40d1f_145)] | | | [removed: [39](#ica4952bdc4744637ad58c63b7b7e9dec_145)] [added: [40](#i625b2317deb84092aee98900d1f40d1f_145)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services](#ica4952bdc4744637ad58c63b7b7e9dec_148)] [added: Services](#i625b2317deb84092aee98900d1f40d1f_148)] | | | [removed: [39](#ica4952bdc4744637ad58c63b7b7e9dec_148)] [added: [40](#i625b2317deb84092aee98900d1f40d1f_148)] | | |

| [PART [removed: IV](#ica4952bdc4744637ad58c63b7b7e9dec_151)] [added: IV](#i625b2317deb84092aee98900d1f40d1f_151)] | | | | | |

| [ITEM 15. Exhibits, Financial Statement [removed: Schedules](#ica4952bdc4744637ad58c63b7b7e9dec_154)] [added: Schedules](#i625b2317deb84092aee98900d1f40d1f_154)] | | | [removed: [39](#ica4952bdc4744637ad58c63b7b7e9dec_154)] [added: [40](#i625b2317deb84092aee98900d1f40d1f_154)] | | |

| [ITEM 16. Form 10-K [removed: Summary](#ica4952bdc4744637ad58c63b7b7e9dec_163)] [added: Summary](#i625b2317deb84092aee98900d1f40d1f_163)] | | | [removed: [43](#ica4952bdc4744637ad58c63b7b7e9dec_163)] [added: [44](#i625b2317deb84092aee98900d1f40d1f_163)] | | |

| [removed: [SIGNATURES](#ica4952bdc4744637ad58c63b7b7e9dec_166)] [added: [SIGNATURES](#i625b2317deb84092aee98900d1f40d1f_166)] | | | [removed: [44](#ica4952bdc4744637ad58c63b7b7e9dec_166)] [added: [45](#i625b2317deb84092aee98900d1f40d1f_166)] | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Applicable risks and uncertainties include, among others: execution of buying strategy and inventory management; customer trends and preferences; competition; various marketing efforts; operational and business expansion; management of large size and scale; the ongoing COVID-19 pandemic and associated containment and remediation efforts; merchandise sourcing and transport; data security and maintenance and development of information technology systems; labor costs and workforce challenges; personnel recruitment, training and retention; corporate and retail banner reputation; evolving corporate governance and public disclosure regulations and expectations with respect to environmental, social and governance matters; expanding international operations; fluctuations in quarterly operating results and market expectations; inventory or asset loss;cash flow; mergers, acquisitions, or business investments and divestitures, closings or business consolidations; real estate activities; economic conditions and consumer spending; market instability; severe weather, serious disruptions or catastrophic events; disproportionate impact of disruptions in the second half of the fiscal year; commodity availability and pricing; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; and other factors set forth under Item 1A of this Form 10-K.

We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-K and our 2022 Annual Report to Shareholders.

| [PART I](#i625b2317deb84092aee98900d1f40d1f_13) | | | | | |

| [PART II](#i625b2317deb84092aee98900d1f40d1f_34) | | | | | |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of

the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report.

These “forward-looking statements” may relate to such matters as our future actions, future performance or results of current and anticipated sales, expenses, interest rates, foreign exchange rates and results and the outcome of contingencies such as legal proceedings.

The risks set forth under Item 1A of this Form 10-K describe major risks to our business.

You should bear this in mind as you consider forward-looking statements.

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

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

[removed: Stores are operated in the following locations at the end of fiscal 2022 and counts] [added: Counts] include both banners within a combo or a superstore:

| Alabama | | | [removed: 33] [added: 34] | | | — | | | [removed: 9] [added: 12] | | | [removed: 42] [added: 46] | | |

| Arizona | | | [removed: 37] [added: 38] | | | — | | | [removed: 14] [added: 15] | | | [removed: 51] [added: 53] | | |

| Colorado | | | 30 | | | [removed: 8] [added: 9] | | | 12 | | | [removed: 50] [added: 51] | | |

| Connecticut | | | 51 | | | 1 | | | [removed: 20] [added: 21] | | | [removed: 72] [added: 73] | | |

| District of Columbia | | | [removed: 7] [added: 6] | | | — | | | — | | | [removed: 7] [added: 6] | | |

| Idaho | | | 9 | | | 1 | | | [removed: 2] [added: 3] | | | [removed: 12] [added: 13] | | |

| Indiana | | | [removed: 41] [added: 42] | | | — | | | [removed: 10] [added: 12] | | | [removed: 51] [added: 54] | | |

| Iowa | | | [removed: 17] [added: 18] | | | — | | | 6 | | | [removed: 23] [added: 24] | | |

| Kansas | | | [removed: 17] [added: 19] | | | [removed: —] [added: 1] | | | 7 | | | [removed: 24] [added: 27] | | |

| Kentucky | | | [removed: 23] [added: 27] | | | [removed: —] [added: 1] | | | 7 | | | [removed: 30] [added: 35] | | |

| Maine | | | 12 | | | 1 | | | [removed: 3] [added: 5] | | | [removed: 16] [added: 18] | | |

| Maryland | | | 56 | | | 1 | | | [removed: 24] [added: 26] | | | [removed: 81] [added: 83] | | |

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

| Michigan | | | [removed: 71] [added: 73] | | | [removed: 4] [added: 5] | | | [removed: 22] [added: 23] | | | [removed: 97] [added: 101] | | |

| Minnesota | | | 35 | | | [removed: 7] [added: 8] | | | [removed: 15] [added: 16] | | | [removed: 57] [added: 59] | | |

| Mississippi | | | [removed: 16] [added: 17] | | | — | | | 5 | | | [removed: 21] [added: 22] | | |

| Missouri | | | 37 | | | — | | | [removed: 12] [added: 13] | | | [removed: 49] [added: 50] | | |

| New Hampshire | | | [removed: 26] [added: 28] | | | 5 | | | [removed: 14] [added: 15] | | | [removed: 45] [added: 48] | | |

| New Jersey | | | [removed: 92] [added: 91] | | | 4 | | | [removed: 53] [added: 55] | | | [removed: 149] [added: 150] | | |

| New Mexico | | | 10 | | | [removed: —] [added: 1] | | | 3 | | | [removed: 13] [added: 14] | | |

| North Carolina | | | [removed: 66] [added: 68] | | | — | | | 23 | | | [removed: 89] [added: 91] | | |

| North Dakota | | | 6 | | | [removed: —] [added: 1] | | | 2 | | | [removed: 8] [added: 9] | | |

| Oklahoma | | | [removed: 19] [added: 20] | | | — | | | [removed: 5] [added: 6] | | | [removed: 24] [added: 26] | | |

| Oregon | | | [removed: 24] [added: 25] | | | 3 | | | [removed: 8] [added: 10] | | | [removed: 35] [added: 38] | | |

| South Carolina | | | 36 | | | — | | | [removed: 12] [added: 14] | | | [removed: 48] [added: 50] | | |

| South Dakota | | | [removed: 3] [added: 4] | | | — | | | 1 | | | [removed: 4] [added: 5] | | |

| Tennessee | | | [removed: 48] [added: 51] | | | — | | | 16 | | | [removed: 64] [added: 67] | | |

| Utah | | | 19 | | | [removed: 2] [added: 4] | | | [removed: 8] [added: 10] | | | [removed: 29] [added: 33] | | |

| Vermont | | | [removed: 7] [added: 8] | | | 1 | | | 1 | | | [removed: 9] [added: 10] | | |

| Washington | | | [removed: 41] [added: 42] | | | 2 | | | 17 | | | [removed: 60] [added: 61] | | |

| West Virginia | | | 11 | | | — | | | [removed: 4] [added: 5] | | | [removed: 15] [added: 16] | | |

| Wisconsin | | | [removed: 38] [added: 41] | | | [removed: 3] [added: 4] | | | [removed: 16] [added: 17] | | | [removed: 57] [added: 62] | | |

| Total Stores | | | [removed: 2,432 | | | 59 | | | 889 | | | 3,380] [added: 74] | | |

| Alberta | | | [removed: 42] [added: 43] | | | 21 | | | 17 | | | [removed: 80] [added: 81] | | |

| Quebec | | | [removed: 52] [added: 54] | | | 21 | | | 15 | | | [removed: 88] [added: 90] | | |

| Saskatchewan | | | 6 | | | [removed: 3] [added: 4] | | | 3 | | | [removed: 12] [added: 13] | | |

| United Kingdom | | | [removed: 352] [added: 351] | | | [removed: 75] [added: 76] | | | 427 | | |

| Poland | | | [removed: 49] [added: 52] | | | — | | | [removed: 49] [added: 52] | | |

| Austria | | | [removed: 14] [added: 18] | | | — | | | [removed: 14] [added: 18] | | |

Stores were operated in the following locations at the end of fiscal 2023.

| California | | | 271 | | | — | | | 99 | | | 370 | | |

| Florida | | | 200 | | | — | | | 78 | | | 278 | | |

| Georgia | | | 92 | | | — | | | 31 | | | 123 | | |

| Illinois | | | 99 | | | 5 | | | 34 | | | 138 | | |

| New York | | | 170 | | | 4 | | | 65 | | | 239 | | |

| Ohio | | | 88 | | | 4 | | | 27 | | | 119 | | |

| Pennsylvania | | | 99 | | | 2 | | | 37 | | | 138 | | |

| Texas | | | 175 | | | — | | | 68 | | | 243 | | |

| Virginia | | | 70 | | | 4 | | | 37 | | | 111 | | |

| Total Stores | | | 2,482 | | | 78 | | | 940 | | | 3,500 | | |

| Ontario | | | 126 | | | 69 | | | 49 | | | 244 | | |

| Total Stores | | | 297 | | | 151 | | | 106 | | | 554 | | |

| Germany | | | 166 | | | — | | | 166 | | |

| Marmaxx | | | 9 | | | 9 | | | 4 | | | 8 | | | 13 | | | 17 | | |

| HomeGoods | | | 4 | | | 5 | | | 2 | | | 2 | | | 6 | | | 7 | | |

| Sierra | | | 1 | | | 1 | | | 1 | | | 1 | | | 2 | | | 2 | | |

| Total | | | 14 | | | 15 | | | 12 | | | 23 | | | 26 | | | 38 | | |

| California | | | 269 | | | — | | | 96 | | | 365 | | |

| 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 | | |

| Virginia | | | 68 | | | 2 | | | 30 | | | 100 | | |

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

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

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

| Total Stores | | | 618 | | | 77 | | | 695 | | |

| Marmaxx | | | 7,372 | | | 8 | | | 4,666 | | | 8 | | | 12,038 | | | 16 | | |

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

| Sierra | | | 780 | | | 1 | | | 742 | | | 1 | | | 1,522 | | | 2 | | |

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

The approximate number of common shareholders of record at January [removed: 29, 2022] [added: 28, 2023] was [removed: 1,984.][added: 1,933.]

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2022] [added: 2023] and the average price paid per share are as follows:

(c)In February [removed: 2022,] [added: 2023,] we announced that our Board of Directors had approved a new stock repurchase program that [removed: authorizes] [added: authorized] the repurchase of up to an additional [removed: $3.0] [added: $2] billion of our common stock from time to time.

Under this program and previously announced programs, we had approximately [removed: $3.8] [added: $3.5] billion available for repurchase as of January [removed: 29, 2022.][added: 28, 2023.]

| October 30, 2022 through November 26, 2022 | | | 1,207,147 | | | $ | 74.56 | | 1,207,147 | | | $ | 1,903,792,649 | |

| November 27, 2022 through December 31, 2022 | | | 3,226,241 | | | $ | 79.04 | | 3,226,241 | | | $ | 1,648,792,687 | |

| January 1, 2023 through January 28, 2023 | | | 1,294,774 | | | $ | 81.10 | | 1,294,774 | | | $ | 3,543,792,734 | |

| Total | | | 5,728,162 | | | | | | 5,728,162 | | | | | |

| 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 | | | | | |

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: 2022] [added: 2023] 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.

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: 29, 2022] [added: 28, 2023] based on criteria established in *Internal Control—Integrated Framework 2013* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of January [removed: 29, 2022.][added: 28, 2023.]

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: 29, 2022,] [added: 28, 2023,] and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.

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: 29, 2022] [added: 28, 2023] (“Proxy Statement”).

The other information required by this Item and not given in this Item will appear under the headings “Election of Directors” and “Corporate Governance,” including in “Board Leadership and Committees,” and “Audit Committee Report” and, if applicable, “Beneficial Ownership” [removed: and “Delinquent Section 16(a) Reports”] in our Proxy Statement, which sections are incorporated herein by reference.

The information required by this Item will appear under the headings “Compensation [added: Program Risk Assessment,” “Compensation] Discussion and Analysis,” “Compensation [removed: Tables,”] [added: Tables” and] “Director Compensation” [removed: and “Compensation Program Risk Assessment”] in our Proxy Statement, which sections [added: (excluding “Compensation Tables - Pay versus Performance”)] are incorporated herein by reference.

The information required by this Item will appear under the heading [added: “Election of Directors,” including in “Board Independence” and under the heading] “Corporate Governance,” including in “Transactions with Related Persons” [removed: and “Board Independence,”] in our Proxy Statement, which [removed: section is] [added: sections are] incorporated herein by reference.

The information required by this Item will appear under the headings “Audit Committee [removed: Report”] [added: Report,” “Pre-Approval Policies”] and “Auditor Fees” in our Proxy Statement, which sections are incorporated herein by reference.

For a list of the consolidated financial information [removed: \`included] [added: included] herein, see Index to the Consolidated Financial Statements on page F-1.

| [removed: Fiscal] [added: Fiscal] Year Ended January 29, [removed: 2022] [added: 2022] | | | [removed: $] [added: $] | [removed: 168] [added: 168] | | [removed: $] [added: $] | [removed: 5,627] [added: 5,627] | | [removed: $] [added: $] | [removed: 5,653] [added: 5,653] | | [removed: $] [added: $] | [removed: 142] [added: 142] | |

| 4.07 | | | [First Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex42.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex42.htm)] | | | 8-K | | | 4.2 | | | 4/1/2020 | | |

| 4.08 | | | [Second Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex43.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex43.htm)] | | | 8-K | | | 4.3 | | | 4/1/2020 | | |

| 4.09 | | | [Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex44.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex44.htm)] | | | 8-K | | | 4.4 | | | 4/1/2020 | | |

| 4.10 | | | [Fourth Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex45.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex45.htm)] | | | 8-K | | | 4.5 | | | 4/1/2020 | | |

| 4.12 | | | [Sixth Supplemental Indenture, dated as of November 30, 2020 by and TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex42.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex42.htm)] | | | 8-K | | | 4.2 | | | 12/3/2020 | | |

| 4.13 | | | [Description of Registrant's [removed: Securities.](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 | | |

| 10.04 | | | [The Amendment to the Employment Agreement between Carol Meyrowitz and TJX effective as of January 28, [removed: 2022, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1004.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1004.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1004.htm)] | | | [added: 10-K] | | | [added: 10.04] | | | [added: 3/30/2022] | | |

| 10.07 | | | [The Amendment to the Employment Agreement between Ernie Herrman and TJX effective as of January 28, [removed: 2022, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1007.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1007.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1007.htm)] | | | [added: 10-K] | | | [added: 10.07] | | | [added: 3/30/2022] | | |

| [removed: 10.12] [added: 10.13] | | | [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: 10.13] [added: 10.14] | | | [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: 10.14] [added: 10.15] | | | [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: 10.15] [added: 10.16] | | | [The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of January 29, [removed: 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: 2021*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1013.htm)] | | | 10-K | | | 10.13 | | | 3/31/2021 | | |

| [removed: 10.16] [added: 10.17] | | | [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: 10.17] [added: 10.18] | | | [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: 10.18] [added: 10.19] | | | [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: 10.19] [added: 10.20] | | | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of January 29, [removed: 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: 2021*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1017.htm)] | | | 10-K | | | 10.17 | | | 3/31/2021 | | |

| [removed: 10.20] [added: 10.24] | | | [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: 10.21] [added: 10.25] | | | [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: 10.22] [added: 10.26] | | | [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: 10.23] [added: 10.27] | | | [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: 10.24] [added: 10.29] | | | [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 | | |

| [removed: 10.25] [added: 10.32] | | | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September [removed: 20, 2012*](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex101.htm)] [added: 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex101.htm)] | | | 10-Q | | | 10.1 | | | [removed: 11/29/2012] [added: 12/3/2013] | | |

| [removed: 10.26] [added: 10.33] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September [removed: 20, 2012*](http://www.sec.gov/Archives/edgar/data/109198/000119312512485469/d426646dex102.htm)] [added: 19, 2013*](http://www.sec.gov/Archives/edgar/data/109198/000119312513460472/d613178dex102.htm)] | | | 10-Q | | | 10.2 | | | [removed: 11/29/2012] [added: 12/3/2013] | | |

| [removed: 10.27] [added: 10.36] | | | [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] | | |

| [removed: 10.28] [added: 10.37] | | | [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: 10.29] [added: 10.34] | | | [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: 10.30] [added: 10.35] | | | [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: 10.31] [added: 10.38] | | | [The Form of Non-Qualified Stock Option [removed: Certificate] [added: Terms and Conditions] granted under the Stock Incentive Plan as of September [removed: 17, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex101.htm)] [added: 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex102.htm)] | | | 10-Q | | | [removed: 10.1] [added: 10.2] | | | [removed: 12/1/2015] [added: 11/29/2022] | | |

| [removed: 10.32] [added: 10.45] | | | [The Form of [removed: Non-Qualified] [added: Deferred] Stock [removed: Option Terms and Conditions] [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/d60764dex102.htm)] [added: Plan*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm)] | | | [removed: 10-Q] [added: 10-K] | | | [removed: 10.2] [added: 10.20] | | | [removed: 12/1/2015] [added: 3/31/2015] | | |

| [removed: 10.33] [added: 10.39] | | | [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: 10.34] [added: 10.40] | | | [The Form of [removed: Performance Share] [added: Restricted Stock] Unit Award granted under the Stock Incentive Plan as of April 1, [removed: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019007432/tjx-20190504xex1001.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019007432/tjx-20190504xex1002.htm)] | | | 10-Q | | | [removed: 10.01] [added: 10.02] | | | 5/31/2019 | | |

| [removed: 10.35] [added: 10.42] | | | [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: 10.36] [added: 10.41] | | | [The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 29, 2021*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000019/tjx-20210501xex101.htm) | | | 10-Q | | | 10.1 | | | 5/28/2021 | | |

| [removed: 10.37] [added: 10.44] | | | [The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March [removed: 29, 2021*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000019/tjx-20210501xex102.htm)] [added: 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex103.htm)] | | | 10-Q | | | [removed: 10.2] [added: 10.3] | | | [removed: 5/28/2021] [added: 5/27/2022] | | |

| [removed: 10.38] [added: 10.46] | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive [removed: Plan*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm)] [added: Plan as of June 7, 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm)] | | | [removed: 10-K] [added: 10-Q] | | | [removed: 10.20] [added: 10.2] | | | [removed: 3/31/2015] [added: 8/26/2016] | | |

| [removed: 10.39] [added: 10.43] | | | [The Form of [removed: Deferred Stock] [added: Performance Share Unit] Award [removed: for Directors] granted under the Stock Incentive Plan as of [removed: June 7, 2016*](http://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm)] [added: March 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex102.htm)] | | | 10-Q | | | 10.2 | | | [removed: 8/26/2016] [added: 5/27/2022] | | |

| [removed: 10.40] [added: 10.47] | | | [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 | | |

| [removed: 10.41] [added: 10.48] | | | [The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999*](http://www.sec.gov/Archives/edgar/data/109198/0000950135-99-002215.txt) | | | 10-K | | | 10.9 | | | 4/29/1999 | | |

| Fiscal Year Ended January 28, 2023 | | | $ | 142 | | $ | 5,600 | | $ | 5,594 | | $ | 148 | |

| 10.12 | | | [The Letter Agreement dated April 28, 2022 between Richard Sherr and TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex101.htm) | | | 10-Q | | | 10.1 | | | 5/27/2022 | | |

| 10.21 | | | [The Executive Severance and Change of Control Plan effective September 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex104.htm) | | | 10-Q | | | 10.4 | | | 11/29/2022 | | |

| 10.22 | | | [The Offer Letter Agreement dated November 14, 2022 between John Klinger and TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex105.htm) | | | 10-Q | | | 10.5 | | | 11/29/2022 | | |

| 10.23 | | | [The Obligations](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex106.htm) [Agreement](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex106.htm) [dated November 14, 2022 between John Klinger and TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex106.htm) | | | 10-Q | | | 10.6 | | | 11/29/2022 | | |

| 10.28 | | | [The Stock Incentive Plan (2022 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000041/tjx-20220730xex101.htm) | | | 10-Q | | | 10.1 | | | 8/26/2022 | | |

| 10.30 | | | [The Stock Incentive Plan Rules for U.K. Employees, effective as of January 30, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000041/tjx-20220730xex102.htm) | | | 10-Q | | | 10.2 | | | 8/26/2022 | | |

| 10.31 | | | [The Stock Incentive Plan Rules for U.K. Employees, effective as of September 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex103.htm) | | | 10-Q | | | 10.3 | | | 11/29/2022 | | |

| 10.55 | | | [The Trust Agreement for Executive Savings Plan dated as of January 20, 2023 between TJX and Fidelity Management Trust Company, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000004/tjx-20230128exhibit1055.htm) | | | | | | | | | | | |

| Fiscal Year Ended February 1, 2020 | | | $ | 104 | | $ | 4,862 | | $ | 4,857 | | $ | 109 | |

| 10.48 | | | The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company*(p) | | | 10-K | | | 10(y) | | | 4/28/1988 | | |

| 10.49 | | | The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, N.A.)*(p) | | | 10-K | | | 10(z) | | | 4/28/1988 | | |

| Dated: | | | March [removed: 30, 2022] [added: 29, 2023] | | | | | | | | | | | | | | | [removed: Scott Goldenberg,] [added: John Klinger,] Chief Financial Officer | | |

| Ernie Herrman, Chief Executive Officer, President and Director (Principal Executive Officer) | | | | | | [removed: Scott Goldenberg,] [added: John Klinger,] Chief Financial Officer (Principal Financial and Accounting Officer) | | |

| [removed: Zein Abdalla,] [added: José B. Alvarez,] Director | | | | | | Michael F. Hines, Director | | |

| [removed: José B. Alvarez,] [added: Alan M. Bennett,] Director | | | | | | Amy B. Lane, Director | | |

| [removed: Alan M. Bennett,] [added: Rosemary T. Berkery,] Director | | | | | | Carol Meyrowitz, Executive Chairman of the Board of Directors | | |

| [removed: Rosemary] [added: David] T. [removed: Berkery,] [added: Ching,] Director | | | | | | Jackwyn L. Nemerov, Director | | |

| Dated: | | | March [removed: 30, 2022] [added: 29, 2023] | | | | | | [removed: Scott Goldenberg,] [added: John Klinger,] as attorney-in-fact | | |

For Fiscal Years Ended January [added: 28, 2023, January] 29, [removed: 2022,] [added: 2022 and] January 30, [removed: 2021 and February 1, 2020.][added: 2021.]

| [Report of Independent Registered Public Accounting [removed: Firm](#ica4952bdc4744637ad58c63b7b7e9dec_175)] [added: Firm](#i625b2317deb84092aee98900d1f40d1f_175)] (PCAOB ID 238) | | | [removed: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_175)[2](#ica4952bdc4744637ad58c63b7b7e9dec_175)] [added: [F-](#i625b2317deb84092aee98900d1f40d1f_175)[2](#i625b2317deb84092aee98900d1f40d1f_175)] | | |

| [Consolidated Statements of [removed: Income](#ica4952bdc4744637ad58c63b7b7e9dec_178)] [added: Income](#i625b2317deb84092aee98900d1f40d1f_178)] | | | [removed: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_178)[4](#ica4952bdc4744637ad58c63b7b7e9dec_178)] [added: [F-](#i625b2317deb84092aee98900d1f40d1f_178)[4](#i625b2317deb84092aee98900d1f40d1f_178)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ica4952bdc4744637ad58c63b7b7e9dec_181)] [added: Income](#i625b2317deb84092aee98900d1f40d1f_181)] | | | [removed: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_181)[5](#ica4952bdc4744637ad58c63b7b7e9dec_181)] [added: [F-](#i625b2317deb84092aee98900d1f40d1f_181)[5](#i625b2317deb84092aee98900d1f40d1f_181)] | | |

| [Consolidated Balance [removed: Sheets](#ica4952bdc4744637ad58c63b7b7e9dec_184)] [added: Sheets](#i625b2317deb84092aee98900d1f40d1f_184)] | | | [removed: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_184)[6](#ica4952bdc4744637ad58c63b7b7e9dec_184)] [added: [F-](#i625b2317deb84092aee98900d1f40d1f_184)[6](#i625b2317deb84092aee98900d1f40d1f_184)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ica4952bdc4744637ad58c63b7b7e9dec_187)] [added: Flows](#i625b2317deb84092aee98900d1f40d1f_187)] | | | [removed: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_187)[7](#ica4952bdc4744637ad58c63b7b7e9dec_187)] [added: [F-](#i625b2317deb84092aee98900d1f40d1f_187)[7](#i625b2317deb84092aee98900d1f40d1f_187)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#ica4952bdc4744637ad58c63b7b7e9dec_190)] [added: Equity](#i625b2317deb84092aee98900d1f40d1f_190)] | | | [removed: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_190)[8](#ica4952bdc4744637ad58c63b7b7e9dec_190)] [added: [F-](#i625b2317deb84092aee98900d1f40d1f_190)[8](#i625b2317deb84092aee98900d1f40d1f_190)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ica4952bdc4744637ad58c63b7b7e9dec_193)] [added: Statements](#i625b2317deb84092aee98900d1f40d1f_193)] | | | [removed: [F-](#ica4952bdc4744637ad58c63b7b7e9dec_193)[9](#ica4952bdc4744637ad58c63b7b7e9dec_193)] [added: [F-](#i625b2317deb84092aee98900d1f40d1f_193)[9](#i625b2317deb84092aee98900d1f40d1f_193)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#ica4952bdc4744637ad58c63b7b7e9dec_157)] [added: Accounts](#i625b2317deb84092aee98900d1f40d1f_157)] | | | [removed: [39](#ica4952bdc4744637ad58c63b7b7e9dec_157)] [added: [40](#i625b2317deb84092aee98900d1f40d1f_157)] | | |

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of January [removed: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021] [added: 29, 2022] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended January [removed: 29, 2022] [added: 28, 2023] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended January [removed: 29, 2022] [added: 28, 2023] 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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 29, 2022] [added: 28, 2023] in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 29, 2022] [added: 28, 2023] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of $1.1 billion for the year ended January [removed: 29, 2022,] [added: 28, 2023,] has a deferred tax asset net of deferred tax liability of [removed: $141] [added: $31] million, including a valuation allowance of [removed: $85] [added: $86] million, as of January [removed: 29, 2022] [added: 28, 2023] and total gross unrecognized tax benefits of [removed: $280] [added: $266] million as of January [removed: 29, 2022,] [added: 28, 2023,] of which [removed: $260] [added: $251] million would affect the Company’s effective tax rate if recognized in a future period.

IN [removed: THOUSANDS] [added: MILLIONS] EXCEPT PER SHARE AMOUNTS

| | | | January [removed: 29, 2022] [added: 28, 2023] | | | January [removed: 30, 2021] [added: 29, 2022] | | | [removed: February 1, 2020] [added: January 30, 2021] | | |

| Cost of sales, including buying and occupancy costs | | | [removed: 34,713,812] [added: 36,149] | | | [removed: 24,533,815] [added: 34,714] | | | [removed: 29,845,780] [added: 24,534] | | |

| Selling, general and administrative expenses | | | [removed: 9,081,238] [added: 8,927] | | | [removed: 7,020,917] [added: 9,081] | | | [removed: 7,454,988] [added: 7,021] | | |

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

| Interest expense, net | | | [removed: 115,076] [added: 6] | | | [removed: 180,734] [added: 115] | | | [removed: 10,026] [added: 181] | | |

| Provision (benefit) for income taxes | | | [removed: 1,114,793] [added: 1,138] | | | [removed: (1,207)] [added: 1,115] | | | [removed: 1,133,990] [added: (1)] | | |

| Basic earnings per share | | | $ | [removed: 2.74] [added: 3.00] | | $ | [removed: 0.08] [added: 2.74] | | $ | [removed: 2.71] [added: 0.08] | |

| Weighted average common shares – basic | | | [removed: 1,199,990] [added: 1,166] | | | [removed: 1,199,927] [added: 1,200] | | | [removed: 1,208,163] [added: 1,200] | | |

| Diluted earnings per share | | | $ | [removed: 2.70] [added: 2.97] | | $ | [removed: 0.07] [added: 2.70] | | $ | [removed: 2.67] [added: 0.07] | |

| Weighted average common shares – diluted | | | [removed: 1,215,591] [added: 1,178] | | | [removed: 1,214,703] [added: 1,216] | | | [removed: 1,226,519] [added: 1,215] | | |

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

| Foreign currency translation adjustments, net of related tax [added: benefit of $7 and tax] provisions of [removed: $207] [added: $0] and [removed: $2,442] [added: $2] in fiscal [added: 2023,] 2022 and 2021, respectively [removed: and tax benefit of $1,189 in fiscal 2020] | | | [removed: (46,715)] [added: (56)] | | | [removed: 15,588] [added: (45)] | | | [removed: (3,943)] [added: 14] | | |

| Recognition of net gains/losses on benefit obligations, net of related tax [removed: benefit] [added: provision] of [removed: $17,659] [added: $41] in fiscal [removed: 2022,] [added: 2023,] tax [removed: provision] [added: benefit] of [removed: $9,974] [added: $18] in fiscal [removed: 2021] [added: 2022] and tax [removed: benefit] [added: provision] of [removed: $20,489] [added: $10] in fiscal [removed: 2020] [added: 2021] | | | [removed: (48,504)] [added: 121] | | | [removed: 30,635] [added: (48)] | | | [removed: (56,275)] [added: 31] | | |

| Reclassifications from other comprehensive [removed: loss] [added: (loss)] to net income: | | | | | | | | | | | |

| Amortization of loss on cash flow hedge, net of related tax provisions of [removed: $603, $303,] [added: $1] and [removed: $303] [added: $0] in fiscal [removed: 2022, 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: (263)] [added: —] | | | [removed: 831] [added: 0] | | | [removed: 831] [added: 1] | | |

| Amortization of prior service cost and deferred gains/losses, net of related tax provisions of [removed: $4,588, $7,298,] [added: $6, $5] and [removed: $6,019,] [added: $7] in fiscal [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 14,403] [added: 16] | | | [removed: 20,046] [added: 13] | | | [removed: 16,537] [added: 20] | | |

| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax | | | [removed: (81,079)] [added: 81] | | | [removed: 67,100] [added: (80)] | | | [removed: (42,850)] [added: 66] | | |

| | | | January [added: 28, 2023 | | | January] 29, [removed: 2022] [added: 2022] | | | January 30, 2021 | | |