TJX Companies (TJX) 10-K risk factor changes: FY2024 vs FY2023

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

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

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

If our sales forecasts [removed: do not match] [added: fail to predict] customer demand, we may experience higher inventory levels [added: than we planned] and [added: we may] need to take markdowns on excess or slow-moving inventory, or we may have insufficient inventory to meet customer demand, either of which could adversely affect our financial performance.

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

[removed: Our] [added: For example, our] ability to allocate, deliver, and maintain our preferred mix and level of inventory has been impacted in recent years by temporary store closures, inflationary [removed: pressures and] [added: pressures,] global supply chain disruptions, [removed: including, for example, an increase in competition for limited shipping capacity] and other [removed: operational and market changes related to] [added: challenges, as a result of events, including] the global [added: COVID-19] pandemic.

As our success depends on our ability to meet customer demand and expectations, we [removed: work] [added: seek] to identify consumer trends and preferences on an ongoing basis and to offer inventory and shopping experiences that meet those trends and preferences.

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

Although our business model allows us greater flexibility to meet consumer product preferences and trends than many traditional retailers (for example, by expanding and contracting merchandise categories in response to consumers’ changing tastes), we may not successfully do so, which could impact inventory turns, customer [removed: traffic,] [added: transactions,] and sales, and may [removed: add difficulty in attracting] [added: have a negative impact on our ability to attract] new customers, [removed: retaining] [added: retain] existing customers, [removed: and encouraging] [added: and/or encourage] frequent customer [removed: visits,] [added: visits and/or cross-shopping of our multiple retail banners, any of] which could adversely affect our results.

Customers [removed: may] also [added: may] have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels [removed: (for example, through various digital] [added: (including digital/social media] platforms).

These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors, [removed: including] [added: as was] the [added: case during the] COVID-19 pandemic.

Meeting [removed: these] [added: customers’] expectations effectively generally involves identifying the right opportunities and making the right investments at the right time and with the right speed, among other things, and failure to do so may impact our [added: business and] financial results.

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

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

Additionally, [removed: 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 capabilities, [removed: and/or] add new sales [removed: channels or] [added: channels,] change their pricing [removed: strategies.][added: strategies, and/or adopt new processes or technologies that may allow them to compete more effectively.]

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

Customer [removed: traffic] [added: transactions] and demand for our merchandise may be influenced by our marketing efforts.

Although we use various marketing channels to drive customer [removed: traffic,] [added: awareness and consideration of and interest in shopping our retail banners with the aim of increasing sales,] including [removed: traditional format] linear television, streaming video, audio, outdoor, digital/social media, and mobile, some of our competitors may [removed: expend] [added: spend] 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 be able to effectively develop or implement strategies in [removed: the] rapidly evolving digital/social media channels.

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

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

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

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

If we are unable to manage our growth effectively, our business may be adversely affected or we may need to reduce the rate of expansion or otherwise curtail growth, which may adversely affect our [added: sales,] business plans, [removed: sales] and results.

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

The size and scale of our business also creates challenges in [added: human resources administration and] effectively managing, training, [removed: retaining] [added: retaining,] and engaging a large, disparate [removed: workforce.][added: workforce, including those with a remote or hybrid work arrangement.]

These challenges may increase [removed: where] [added: if] a portion of our workforce is [removed: 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 [removed: was also the case] [added: occurred] in recent years.

–compliance with laws and regulations including [removed: changing] labor, environmental, [added: supply chain,] international [removed: trade] [added: trade,] and other laws in relevant [removed: countries] [added: countries,] and those concerning ethical business [removed: practices, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act;][added: practices;]

–strikes, threats of [removed: strikes] [added: strikes,] and other events affecting delivery;

–product liability claims from customers or investigations, enforcement or penalties from government agencies relating to products that are recalled, [removed: defective] [added: defective,] or otherwise noncompliant or alleged to be harmful;

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

–currency exchange rates and financial or economic instability (including potential financial instability related to [removed: banks);] [added: banking institutions);] and

–political, military, or other disruptions in [added: regions and /or] countries from, to or through which merchandise is imported, including in Ukraine and [removed: Russia.][added: Russia, the Middle East, and the Red Sea and surrounding waterways.]

These and other factors relating to sourcing, international [removed: trade] [added: trade,] and imported merchandise could affect the availability and the price of our inventory and our operating costs.

Furthermore, although we have implemented policies and procedures designed to facilitate compliance with laws and regulations relating to production of merchandise, international [removed: operations] [added: operations,] and importing merchandise, there can be no assurance that our Associates and our contractors, agents, vendors or other third parties with whom we do business or to whom we outsource business operations, will not violate such laws and regulations or our policies, which could subject us to liability and could adversely affect our reputation, [removed: operations] [added: operations,] or operating results.

Compromises of our [removed: data security,] [added: cybersecurity,] disruptions in our information technology systems, or failure to satisfy the information technology needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation.

We rely heavily on IT systems, including those operated and maintained by our suppliers, service providers and other third parties, to manage [removed: all] key aspects of our business, including: planning; purchasing; sales, including point-of-sale processing and e-commerce; supply chain management; inventory management; human resources; financial management; communications; information security; and legal and regulatory compliance.

Our ongoing operations and successful growth are dependent on these systems and require us to accurately anticipate our current and future IT needs, including successfully developing, [removed: implementing] [added: implementing,] and maintaining appropriate systems [removed: as well as effective disaster recovery plans for such systems.][added: and adopting new technologies appropriately and in a timely manner.]

This reliance requires us to accurately anticipate our current and future IT needs and successfully develop, [removed: implement] [added: implement,] and maintain appropriate systems, as well as effective disaster recovery plans for such systems.

As is common in the retail industry, our IT systems, as well as those of our suppliers, service providers and other third parties whose information technology systems we utilize directly or indirectly, are targeted by attempts to access or obtain personal or [added: other] sensitive information, attempts at monetary theft, and attempts to disrupt business.

We compete on the basis of various factors affecting value (which we define as the combination of brand, fashion, price and quality).

Partnerships with celebrities and social media content creators may expose us to reputational or other risks.

We have closed stores and operations, divested from, and disposed of, businesses in the past, including for performance-related reasons, and we may be required to do so again in the future.

–duties, tariffs, border adjustment taxes, trade restrictions, sanctions, quotas, and voluntary export restrictions on imported merchandise;

–changes to the United States Mexico Canada Agreement (the successor to the North American Free Trade Agreement) or successor or other trade agreements;

–concerns about environmental impact where materials are sourced and merchandise is produced, including relating to greenhouse gas emissions, waste, water usage, deforestation, biodiversity, and the impact of these activities on human health and local communities;

Further, we are, and expect we will continue to be, subject to an increasing number of regulations that require us to report, develop new policies and procedures for, and, in certain cases, work to mitigate, certain supply chain risks related to sourcing merchandise internationally.

These regulations may result in increased operating costs and affect where, what, and how we source and how we allocate what we buy.

Additionally, the logging policies, procedures, and controls that we have implemented to facilitate the investigation of potential cybersecurity compromises or disruptions may be insufficient to fully investigate all such events.

Further increases to labor costs could adversely affect our financial performance.

Any of these factors could increase, and have in the past increased, our labor costs.

Incidents that erode trust or confidence in our company could adversely affect our reputation and thereby impact our business, particularly if the incidents result in rapid or significant adverse publicity, protest, litigation, boycotts, governmental inquiry, or other stakeholder response.

Failure to meet such expectations or comply with regulation could materially impact our operating results or materially harm our reputation.

These initiatives may be considered to be overreaching by some stakeholders and inadequate by other stakeholders.

Failure to meet market expectations for our financial performance could adversely affect the market price and volatility of our stock.

We may not be able to determine the cause or extent of the loss in a timely manner or at all.

In addition, our ability to provide a safe environment in our stores may be impacted in the course of a theft or other behavioral situations that periodically arise.

Any or all of these factors could adversely affect our financial results.

–health, welfare and safety requirements; and

Actual, potential, or non-compliance with applicable laws and regulations could, and in certain instances in the past has, exposed us to litigation or governmental enforcement action.

Our business, financial condition and results of operations have been and could in the future be adversely affected by the impact of the COVID-19 pandemic.

The COVID-19 pandemic has had, and in the future may have, a significant impact on our business, financial condition, and results of operations.

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

During the first major peak of the COVID-19 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.

During that time, we also implemented new procedures in our operations, including enhanced cleaning protocols, occupancy limitations, and additional health and safety protocols that resulted in additional payroll and continued or increased expenses primarily during fiscal 2021 and fiscal 2022, while potentially impacting sales opportunities.

Many of our stores have had, and in the future may again have, additional temporary closures, and many of our stores have been, and may again in the future be, subject to additional restrictions that adversely 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 related to, and may in the future interrupt and further increase costs related to, our supply chain, and could require additional changes to our operations.

The extent of any impact 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 severity and spread of the virus and its variants.

It also remains difficult to predict with certainty the ongoing impact of COVID-19 on the broader economy and whether consumer and Associate behavior may change permanently.

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

For example, social distancing, telecommunicating and reductions in travel became more typical in response to the pandemic and partially replaced past patterns.

These conditions could have a continuing impact on consumer spending, the way our Associates work, or our company culture and could have adverse effects on our business, financial condition and results of operations.

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

–concerns about transparent sourcing and supply chains;

Our quarterly operating results fluctuate and may fall short of prior periods, our projections, or the expectations of securities analysts or investors, which could adversely affect our stock price.

–health, welfare and safety requirements, including vaccination and/or testing requirements, such as those implemented and proposed in connection with the COVID-19 pandemic;

These forward-looking statements are estimates based on information currently available to [removed: us, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995,] [added: us] and subject to the cautionary statements set forth on page 2 of this Form 10-K.

The discussion that follows relates to our [added: 53-week fiscal year ended February 3, 2024 (fiscal 2024) and our] 52-week fiscal years ended January 28, 2023 (fiscal 2023) and [removed: January 29, 2022 (fiscal 2022) and our 53-week fiscal year ended] February [removed: 3, 2024] [added: 1, 2025] (fiscal [removed: 2024).][added: 2025).]

Discussions of fiscal [removed: 2021] [added: 2022] items and year-to-year comparisons between fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] 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: 29, 2022.][added: 28, 2023.]

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

We operate over [removed: 4,800] [added: 4,900] stores through our four main segments: in the U.S., Marmaxx (which operates [removed: T.J.] [added: TJ] Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods, [removed: Homesense,] and [removed: homegoods.com);] [added: Homesense);] TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates [removed: T.K.] [added: TK] Maxx, [removed: Homesense] [added: Homesense, tkmaxx.com, tkmaxx.de,] and [removed: tkmaxx.com] [added: tkmaxx.at] in Europe, and [removed: T.K.] [added: TK] Maxx in Australia).

Highlights of our financial performance for fiscal [removed: 2023] [added: 2024] include the following:

–Net sales increased [removed: 3%] [added: 9%] to [removed: $49.9] [added: $54.2] billion for fiscal [removed: 2023] [added: 2024] versus [removed: $48.5] [added: $49.9] billion for fiscal [removed: 2022.][added: 2023.]

As of [removed: January 28, 2023, both] [added: February 3, 2024,] the number of stores in operation [added: increased approximately 2%] and selling square footage increased approximately 3% compared to the end of fiscal [removed: 2022.][added: 2023.]

[removed: –U.S.] [added: U.S.] comp store sales were flat [removed: in] [added: for] fiscal 2023.

[removed: U.S. open-only comp] [added: Comp] store sales increased [removed: 17%] [added: 5%] for fiscal [removed: 2022.][added: 2024.]

See Net Sales below for [removed: definitions] [added: the definition] of [removed: both U.S.] comp store [removed: sales and U.S. open-only comp store] sales.

[removed: –Net] [added: E-commerce] sales [removed: increased 13% for] [added: were approximately 3% of] TJX [removed: Canada and increased 8%] [added: International’s net sales] for [removed: TJX International in] [added: both] fiscal [added: 2024 and fiscal] 2023.

–Diluted earnings per share were [added: $3.86 for fiscal 2024, which included an estimated benefit of $0.10 from the 53rd week in fiscal 2024, compared to] $2.97 for fiscal 2023, which included a $0.14 net of tax charge related to the write-down and the divestiture of our minority investment in [removed: Familia, compared to $2.70 for fiscal 2022, which included a debt extinguishment charge of $0.15 per share.][added: Familia.]

[removed: –Pre-tax margin (the ratio of pre-tax income] [added: This was a 1.7 percentage point increase compared] to [removed: net sales)] [added: 9.3%] for fiscal [removed: 2023 was 9.3%,] [added: 2023,] which included a 0.4 percentage point charge related to the write-down of our minority investment in Familia.

–Our cost of sales, including buying and occupancy costs, ratio for fiscal [removed: 2023] [added: 2024] was [removed: 72.4%,] [added: 70.0%,] a [removed: 0.9] [added: 2.4] percentage point [removed: increase] [added: decrease] compared to [removed: 71.5%] [added: 72.4%] for fiscal [removed: 2022.][added: 2023.]

–Our selling, general and administrative (“SG&A”) expense ratio for fiscal [removed: 2023] [added: 2024] was [removed: 17.9%,] [added: 19.3%,] a [removed: 0.8] [added: 1.4] percentage point [removed: decrease] [added: increase] compared to [removed: 18.7%] [added: 17.9%] for fiscal [removed: 2022.][added: 2023.]

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were up 1% on [added: both] a reported basis and [removed: up 2% on a] constant currency basis at the end of fiscal [removed: 2023] [added: 2024] as compared to the prior year.

–During fiscal [removed: 2023,] [added: 2024,] we returned [removed: $3.6] [added: $4.0] billion to our shareholders through share repurchases and dividends.

A dividend of [removed: $0.295] [added: $0.3325] per share was declared in the fourth quarter of fiscal [removed: 2023] [added: 2024] and paid in March [removed: 2023.][added: 2024.]

| | | | Fiscal [removed: 2023] [added: 2024] | | | Fiscal [removed: 2022] [added: 2023] | | | | | | | | |

| Cost of sales, including buying and occupancy costs | | | [removed: 72.4] [added: 70.0] | | | [removed: 71.5] [added: 72.4] | | | | | | | | |

| Selling, general and administrative expenses | | | [removed: 17.9] [added: 19.3] | | | [removed: 18.7] [added: 17.9] | | | | | | | | |

| Impairment on equity investment | | | [removed: 0.4] [added: —] | | | [removed: —] [added: 0.4] | | | | | | | | |

| Interest [added: (income)] expense, net | | | [removed: 0.0] [added: (0.3)] | | | [removed: 0.2] [added: 0.0] | | | | | | | | |

| Income before income [removed: taxes*] [added: taxes] | | | [removed: 9.3] [added: 11.0] | | % | [removed: 9.1] [added: 9.3] | | % | | | | | | |

Net sales for fiscal [removed: 2023] [added: 2024] totaled [removed: $49.9] [added: $54.2] billion, a [removed: 3%] [added: 9%] increase versus net sales of [removed: $48.5] [added: $49.9] billion for fiscal [removed: 2022.][added: 2023.]

The increase [removed: includes] [added: in net sales reflects] a [removed: 5%] [added: 3%] increase in [added: comp store sales, a 2% increase from the estimated impact of the 53rd week and a 1% increase in] non-comp store sales, partially offset by a [removed: 2%] negative [removed: impact from] foreign currency exchange [removed: rates.][added: rate impact of 3%.]

Net sales from our e-commerce sites combined amounted to less than [removed: 3%] [added: 2%] of total sales for [removed: each of] [added: both] fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022.][added: 2023.]

For fiscal [removed: 2023,] [added: 2023 and fiscal 2024,] we [added: have] returned to our historical definition of comparable store sales (as defined below).

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

Therefore, [added: in fiscal 2023,] we [removed: cannot] [added: could not] measure year-over-year comparable store sales with fiscal 2022 in these geographies in a meaningful way.

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

[removed: U.S.] [added: The increase in] comp store sales for fiscal [removed: 2023 reflect] [added: 2024 reflected] an increase in [removed: average basket driven by higher average ticket] [added: customer transactions, partially] offset by a decrease in [removed: customer traffic.][added: average basket.]

As of [removed: January 28, 2023,] [added: February 3, 2024,] our store count increased [removed: 3%] [added: approximately 2%] and selling square footage increased [added: approximately] 3% compared to the same period last year.

Relocated stores and stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp [added: store sales] percentage is immaterial.

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

We define [removed: customer traffic to be the number of transactions in stores and] average ticket to be the average retail price of the units sold.

We define average [removed: transaction or average] basket to be the average dollar value of transactions.

[removed: *Open-Only] [added: |] Comp [removed: Store Sales*][added: store sales | | | 6 | | % | 3 | | % | | | | | | |]

| Northeast | | | 22 | | % | [removed: 23] [added: 22] | | % | | | | | | |

Our results are subject to risks, uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by any such forward-looking statements.

Applicable risks and uncertainties include, among others, those described in Part I, Item 1A, Risk Factors, as well as other information we file with the SEC.

TJX undertakes no obligation to update or revise any forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

The 53rd week in fiscal 2024 increased net sales by an estimated 2%.

–Consolidated comp store sales increased 5% in fiscal 2024.

–Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal 2024 was 11.0%, which included an estimated 0.1 percentage point benefit from the 53rd week in fiscal 2024.

The increase includes a 5% increase in comp store sales, a 2% increase from the estimated impact of the 53rd week in fiscal 2024, a 2% increase from non-comp store sales and a neutral impact from foreign currency exchange rates.

Comp store sales for fiscal 2024 was driven by an increase in customer transactions.

Apparel comp store sales growth (as defined below) outperformed home comp store sales growth (as defined below) for fiscal 2024.

Comparable store sales for a category such as home or apparel include sales from merchandise within such category combined across all divisions at the stores that fall within the Company’s definition of comparable stores for such period.

Historically, we defined customer traffic to be the number of transactions in stores included in the comp store sales calculation; going forward we refer to this as customer transactions.

| | | | Fiscal 2024 | | | Fiscal 2023 | | | | | | | | |

The increase in SG&A ratio for fiscal 2024 was attributable to higher incentive compensation costs and incremental store wage and payroll costs.

In addition, this increase reflects a reserve related to a German government COVID program receivable, costs related to the closing of our HomeGoods e-commerce business and a contribution to our U.S. charitable foundation.

| | | | (53 weeks) | | | | | | | | |

The change in interest (income) expense, net for fiscal 2024 compared to fiscal 2023 was due to an increase in interest income driven by an increase in prevailing rates and a higher average cash balance.

In 2021, the Organization for Economic Co-operation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%.

Subsequently multiple sets of administrative guidance have been issued.

Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years.

Considering we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules are not expected to materially increase our global tax costs.

There remains uncertainty as to the final Pillar Two model rules.

We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions we operate in.

The 53rd week in fiscal 2024 provided an estimated benefit of $0.10 per share.

| | | | (53 weeks) | | | | | | | | | | | |

The increase in comp store sales for fiscal 2024 was driven by an increase in customer transactions.

For fiscal 2024, Marmaxx had strong home and apparel comp store sales growth.

Merchandise margin reflects lower freight costs and higher markon.

| U.S. dollars in millions | | | February 3, 2024 | | | January 28, 2023 | | | | | | | | |

| | | | (53 weeks) | | | | | | | | | | | |

In the third quarter of fiscal 2024, we closed our HomeGoods e-commerce business on homegoods.com, which represented less than 1% of HomeGoods net sales for both fiscal 2024 and fiscal 2023.

| U.S. dollars in millions | | | February 3, 2024 | | | January 28, 2023 | | | | | | | | |

| | | | (53 weeks) | | | | | | | | | | | |

| U.S. dollars in millions | | | February 3, 2024 | | | January 28, 2023 | | | | | | | | |

| | | | (53 weeks) | | | | | | | | | | | |

| Comp store sales(a) | | | 3 | | % | N/A | | | | | | | | |

(a)Comp store sales reported for fiscal 2024 and was not applicable for fiscal 2023.

The increase in net sales reflects a 3% increase in comp store sales, a positive foreign currency exchange rate impact of 3%, a 2% increase from the estimated impact of the 53rd week and a 1% increase from non-comp store sales.

The increase in comp store sales was driven by an increase in customer transactions.

In addition to tkmaxx.com, during the second quarter of fiscal 2024, TJX International made online shopping available in Germany at tkmaxx.de and in Austria at tkmaxx.at.

This decrease was due to a reserve related to a German government COVID program receivable, higher incentive compensation and administrative costs and incremental store wage, partially offset by higher merchandise margin.

Our results are subject to risks and uncertainties including, but not limited to, those described in Part I, Item 1A, Risk Factors, and those identified from time to time in our other filings with the Securities and Exchange Commission.

TJX undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

On a constant currency basis, net sales increased 18% for TJX Canada and increased 22% for TJX International.

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.

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

| Loss on early extinguishment of debt | | | — | | | 0.5 | | | | | | | | |

*Figures may not foot due to rounding.

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.

U.S. comp store sales were flat for fiscal 2023 compared to a 17% U.S. open-only comp store sales (as defined below) increase for fiscal 2022.

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

Due to the temporary closing of stores as a result of the COVID-19 pandemic, our historical definition of comp store sales was not applicable for fiscal 2022.

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

Open-only comp store sales included stores initially classified as comp stores at the beginning of fiscal 2021.

This measure reported the sales increase or decrease of these stores for the days the stores were open in fiscal 2022 against sales for the same days in fiscal 2020, prior to the emergence of the global pandemic.

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.

Cost of sales, including buying and occupancy costs, was favorably impacted by approximately $9 million and $27 million of government programs for fiscal 2023 and fiscal 2022, respectively, in regions where we had temporary store closures.

SG&A expense was favorably impacted by $214 million from government programs for fiscal 2022 in regions where we had temporary store closures.

Net interest expense decreased for fiscal 2023 compared to fiscal 2022, primarily due to an increase in interest income, due to an increase in prevailing rates, as well as the $2.75 billion pay down of outstanding debt during fiscal 2022.

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

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.

The decrease in segment profit margin for fiscal 2023 was driven by deleverage on lower comp store sales, primarily in occupancy and administrative costs, lower merchandise margin and higher store and distribution wages, partially offset by store payroll reflecting lower COVID-related expenses.

Merchandise margin included incremental freight costs of approximately 3 percentage points as well as higher markdowns, partially offset by strong markon.

Our HomeGoods e-commerce site, homegoods.com, represented less than 1% of HomeGoods net sales for fiscal 2023 and fiscal 2022, and did not have a significant impact on year-over-year segment margin comparisons.

The increase in net sales reflected having a fully open store base for fiscal 2023, compared to temporary store closures in fiscal 2022, as a result of the COVID-19 pandemic.

Within net sales, an increase in average basket driven by higher average ticket was partially offset by the negative foreign currency exchange rate impact of 5% for fiscal 2023.

Merchandise margin reflects strong markon partially offset by incremental freight costs for fiscal 2023.

The increase in net sales reflects having a fully open store base, compared to temporary store closures in fiscal 2022 as a result of the COVID-19 pandemic, which was partially offset by the negative foreign currency exchange rate impact of 14%.

E-commerce sales at tkmaxx.com were approximately 3% and 5% of TJX International’s net sales for fiscal 2023 and fiscal 2022, respectively.

This increase was primarily driven by leverage on increased sales, primarily in occupancy and administrative costs as well as higher merchandise margin, lower COVID-related expenses in stores and distribution centers and lower incentive compensation costs.

Within merchandise margin, strong markon was partially offset by incremental freight costs and higher markdowns.

Fiscal 2022 also reflected $157 million from government programs received in regions where we had temporary store closures.

As of January 28, 2023, we held $5.5 billion in cash.

The change in inventory was primarily driven by the fiscal 2022 rebuilding of inventory levels.

The increase in operating cash flows was partially offset by a $0.7 billion decrease in accrued expenses, the largest component of which was lower incentive compensation costs.

In fiscal 2022 the cash outflows were primarily driven by equity repurchases, dividend payments and $3 billion of debt repayments.

The cash outflows in fiscal 2022 were due to the completion of make-whole calls and the redemption at par of certain of our notes.

Our 2.50% ten-year Notes due May 2023 will mature during the second quarter of fiscal 2024 and are included within our current maturities of long-term debt.

We have performed a sensitivity analysis assuming a hypothetical 10% movement in [removed: foreign currency exchange rates applied to] the [removed: hedging contracts and the underlying exposures described above as well as the] translation of our foreign operations into our reporting currency.

The analysis indicated a potential impact of approximately [removed: $104] [added: $105] million on our pre-tax income in fiscal [removed: 2023] [added: 2024] and approximately [removed: $65] [added: $104] million in fiscal [removed: 2022.][added: 2023.]

We have over [removed: 4,800] [added: 4,900] stores and [removed: five distinctive] [added: six] branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.

In this report, fiscal [removed: 2023] [added: 2024] means the [removed: 52-week] [added: 53-week] fiscal year ended [removed: January 28, 2023;] [added: February 3, 2024;] fiscal [removed: 2022] [added: 2023] means the 52-week fiscal year ended January [removed: 29, 2022] [added: 28, 2023] and fiscal [removed: 2021] [added: 2022] means the 52-week fiscal year ended January [removed: 30, 2021.][added: 29, 2022.]

Fiscal [removed: 2024] [added: 2025] means the [removed: 53-week] [added: 52-week] fiscal year ending February [removed: 3, 2024.][added: 1, 2025.]

Unless otherwise indicated, all store information in this Item 1 is as of [removed: January 28, 2023,] [added: February 3, 2024,] and references to store square footage are to gross square feet.

We operate our business in four main segments: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX [removed: International.][added: International, including Europe and Australia.]

Our [removed: T.J.] [added: TJ] Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of [removed: 2,482] [added: 2,516] stores.

We founded [removed: T.J.] [added: TJ] Maxx in 1976 and acquired Marshalls in 1995.

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

This differentiated shopping experience at [removed: T.J.] [added: TJ] Maxx and Marshalls encourages our customers to shop both chains.

Sierra operates [removed: 78] [added: 95] retail stores in the U.S. and sierra.com.

HomeGoods, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 894 stores and its e-commerce site, homegoods.com, launched in 2021,] [added: 919 stores,] HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware, as well as expanded pet and gourmet food departments.

In 2017, we launched our Homesense chain in the U.S. Our [removed: 46] [added: 55] Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling [removed: lighting and] [added: lighting,] rugs, [removed: as well as a general store] and an [removed: entertaining] [added: entertainment] marketplace.

[removed: Winners] [added: Winners, acquired by TJX in 1990, operates 302 stores and] is the leading off-price family apparel and home fashions retailer in [removed: Canada and was acquired by TJX in 1990.][added: Canada.]

This chain operates [removed: 151] [added: 158] stores and offers an array of home decor, [removed: basics,] furniture, and seasonal home merchandise.

Marshalls, launched in Canada in 2011, operates 106 stores and offers off-price [removed: values on family apparel] [added: apparel, footwear,] and home fashions.

Our TJX International segment operates the [removed: T.K.] [added: TK] Maxx and Homesense chains in Europe and the [removed: T.K.] [added: TK] Maxx chain in Australia.

Launched in 1994, [removed: T.K.] [added: TK] Maxx introduced off-price retail to Europe and remains Europe’s [removed: only] [added: largest] major brick-and-mortar off-price retailer of apparel and home fashions.

With [removed: 629] [added: 644] stores in Europe, [removed: T.K.] [added: TK] Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

Through its stores and its e-commerce [removed: site for the U.K.,] [added: sites,] tkmaxx.com, [removed: T.K.] [added: launched in 2009 and tkmaxx.de and tkmaxx.at, both launched in 2023, TK] Maxx offers a merchandise mix similar to [removed: T.J.] [added: TJ] Maxx.

Its [removed: 78] [added: 79] stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

We acquired Trade Secret in Australia in 2015 and re-branded it under the [removed: T.K.] [added: TK] Maxx name during 2017.

The merchandise offering at [removed: T.K.] [added: TK] Maxx in Australia's [removed: 74] [added: 80] stores is comparable to [removed: T.J.] [added: TJ] Maxx.

Our flexible [removed: off-price] business model, including our opportunistic buying, inventory management, logistics and flexible store layouts, is designed to deliver [added: to] our customers a compelling value proposition of fashionable, quality, brand name and designer merchandise at excellent values every day.

Our global buying organization, which numbers over [removed: 1,200] [added: 1,300] Associates and has offices across 4 continents in 12 countries, executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.

Manufacturers, retailers and other vendors made up our expansive [added: and changing] universe of [removed: approximately] [added: more than] 21,000 vendors across the globe, including thousands of new vendors in [removed: 2022,] [added: 2023,] which provides us substantial and diversified access to merchandise.

We have not experienced difficulty in obtaining sufficient quality merchandise for our business in either favorable or difficult retail environments and expect this will continue [removed: as] [added: should] we [removed: continue to grow.][added: meet or exceed our plans for growth.]

We offer our customers a rapidly changing selection of merchandise to create a treasure hunt experience in our stores and to [removed: spur] [added: encourage] frequent customer visits.

We operate with a low cost structure compared to many traditional [removed: retailers.][added: retailers with a prudent focus on expenses throughout our business.]

[removed: Although we offer a self-service format, we] [added: We] train our store Associates to provide friendly and helpful customer service and seek to staff our stores to deliver a positive shopping experience.

We operate distribution centers encompassing approximately [removed: 26] [added: 31] million square feet in six countries.

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

| | | | Approximate Average Store Size (square feet) | | | Number of Stores at [removed: Year End] [added: Year-End] | | | | | | Estimated Store Potential | | | | | |

| | | | Fiscal [removed: 2022] [added: 2023] | | | Fiscal [removed: 2023] [added: 2024] | | | | | | | | | | | |

| [removed: T.J.] [added: TJ] Maxx | | | 27,000 | | | [removed: 1,284] [added: 1,299] | | | [removed: 1,299] [added: 1,319] | | | | | | | | |

| Marshalls | | | 28,000 | | | [removed: 1,148] [added: 1,183] | | | [removed: 1,183] [added: 1,197] | | | | | | | | |

| Total Marmaxx | | | | | | [removed: 2,432] [added: 2,482] | | | [removed: 2,482] [added: 2,516] | | | 3,000 | | | | | |

| HomeGoods | | | 23,000 | | | [removed: 850] [added: 894] | | | [removed: 894] [added: 919] | | | | | | | | |

| Homesense | | | 27,000 | | | [removed: 39] [added: 46] | | | [removed: 46] [added: 55] | | | | | | | | |

| Total HomeGoods | | | | | | [removed: 889] [added: 940] | | | [removed: 940] [added: 974] | | | 1,500 | | | | | |

| Winners | | | 27,000 | | | [removed: 293] [added: 297] | | | [removed: 297] [added: 302] | | | | | | | | |

We believe we offer return policies that are customer-friendly.

We believe our Associates are key to our business success.

Winners operates 297 stores, with select stores offering jewelry and some featuring The Runway, a high-end designer department.

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

We focus aggressively on expenses throughout our business.

We typically offer customer-friendly return policies.

We believe our Associates are key to our business success, and we have remained committed to prioritizing the health and safety of our Associates.

| 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. | | |

See [removed: [](#i625b2317deb84092aee98900d1f40d1f_235)[Note] [added: Legal Contingencies in [Note] N—Contingent Obligations, Contingencies, and [removed: Commitments](#i625b2317deb84092aee98900d1f40d1f_235)] [added: Commitments](#i67af7a2c4a1e446e9556af6c068d7c0b_238)] of Notes to Consolidated Financial Statements for information on legal proceedings.

For the fiscal year ended [removed: January 28, 2023][added: February 3, 2024]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on July [removed: 30, 2022,] [added: 29, 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $71] [added: $99] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,152,568,938] [added: 1,132,973,879] shares of the registrant’s common stock, $1.00 par value, outstanding as of March [removed: 27, 2023.][added: 22, 2024.]

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: 6, 2023] [added: 4, 2024] (Part III).

[removed: This Form 10-K and our 2022 Annual Report to Shareholders contain “forward-looking statements” intended to qualify for the safe harbor from liability established by] [added: These forward-looking statements address various matters that we intend, expect or believe may occur in] the [removed: Private Securities Litigation Reform Act of 1995, including] [added: future, including, among others,] some of the statements in this Form 10-K under Item 1, “Business,” Item [added: 1A, “Risk Factors,” Item] 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” relating to, among other [removed: things,] [added: things:] the availability of merchandise, [removed: execution,] [added: execution of our business model,] payment of dividends, plans for future stock repurchases, future use and availability of cash and cash equivalents, expected capital expenditures, trends in demand for our products, the impact of foreign exchange [removed: rates and] [added: rates,] expectations with respect to future store openings, and [removed: in our 2022 Annual Report to Shareholders in] [added: the impact of fuel resources and supply chain on] our [removed: letter to shareholders.][added: inventory flow and financial performance.]

[removed: Forward-looking statements are] [added: Each forward-looking statement contained in this Form 10-K and our Annual Report to Shareholders is] inherently subject to risks, uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by such [removed: statements.][added: statement.]

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

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; [removed: 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 [removed: loss;cash] [added: 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 [removed: in the second half of the] [added: during this] fiscal year; commodity availability and pricing; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; and other factors set forth under Item 1A of this Form [removed: 10-K.][added: 10-K, as well as the other information we file with the Securities and Exchange Commission (“SEC”).]

We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-K and our [removed: 2022] [added: 2023] Annual Report to Shareholders.

Our forward-looking statements [added: in this Form 10-K and our 2023 Annual Report to Shareholders] speak only as of the dates on which they are made, and we [removed: do not] undertake [removed: any] [added: no] obligation to update or revise any [removed: forward-looking statement, whether to reflect new information,] [added: of these statements, even if experience or] future [removed: events] [added: changes make it clear that any projected results expressed] or [removed: otherwise, unless required by law.][added: implied in such statements will not be realized.]

You are [removed: advised, however,] [added: encouraged] to [removed: consult] [added: read] any further disclosures we may make in our future reports to the [removed: Securities and Exchange Commission (“SEC”),] [added: SEC, available at www.sec.gov,] on our website, or otherwise.

| [ITEM 1. [removed: Business](#i625b2317deb84092aee98900d1f40d1f_16)] [added: Business](#i67af7a2c4a1e446e9556af6c068d7c0b_16)] | | | [removed: [5](#i625b2317deb84092aee98900d1f40d1f_16)] [added: [5](#i67af7a2c4a1e446e9556af6c068d7c0b_16)] | | |

| [ITEM 1A. Risk [removed: Factors](#i625b2317deb84092aee98900d1f40d1f_19)] [added: Factors](#i67af7a2c4a1e446e9556af6c068d7c0b_19)] | | | [removed: [11](#i625b2317deb84092aee98900d1f40d1f_19)] [added: [11](#i67af7a2c4a1e446e9556af6c068d7c0b_19)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments](#i625b2317deb84092aee98900d1f40d1f_22)] [added: Comments](#i67af7a2c4a1e446e9556af6c068d7c0b_22)] | | | [removed: [22](#i625b2317deb84092aee98900d1f40d1f_22)] [added: [22](#i67af7a2c4a1e446e9556af6c068d7c0b_22)] | | |

| [ITEM 2. [removed: Properties](#i625b2317deb84092aee98900d1f40d1f_25)] [added: Properties](#i67af7a2c4a1e446e9556af6c068d7c0b_25)] | | | [removed: [22](#i625b2317deb84092aee98900d1f40d1f_25)] [added: [24](#i67af7a2c4a1e446e9556af6c068d7c0b_25)] | | |

| [ITEM 3. Legal [removed: Proceedings](#i625b2317deb84092aee98900d1f40d1f_28)] [added: Proceedings](#i67af7a2c4a1e446e9556af6c068d7c0b_28)] | | | [removed: [25](#i625b2317deb84092aee98900d1f40d1f_28)] [added: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_28)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures](#i625b2317deb84092aee98900d1f40d1f_31)] [added: Disclosures](#i67af7a2c4a1e446e9556af6c068d7c0b_31)] | | | [removed: [25](#i625b2317deb84092aee98900d1f40d1f_31)] [added: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_31)] | | |

| [ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i625b2317deb84092aee98900d1f40d1f_37)] [added: Securities](#i67af7a2c4a1e446e9556af6c068d7c0b_37)] | | | [removed: [25](#i625b2317deb84092aee98900d1f40d1f_37)] [added: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_37)] | | |

| [ITEM 6. [removed: Reserved](#i625b2317deb84092aee98900d1f40d1f_40)] [added: Reserved](#i67af7a2c4a1e446e9556af6c068d7c0b_40)] | | | [removed: [25](#i625b2317deb84092aee98900d1f40d1f_40)] [added: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_40)] | | |

| [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i625b2317deb84092aee98900d1f40d1f_46)] [added: Operation](#i67af7a2c4a1e446e9556af6c068d7c0b_46)] | | | [removed: [26](#i625b2317deb84092aee98900d1f40d1f_46)] [added: [28](#i67af7a2c4a1e446e9556af6c068d7c0b_46)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosure about Market [removed: Risk](#i625b2317deb84092aee98900d1f40d1f_115)] [added: Risk](#i67af7a2c4a1e446e9556af6c068d7c0b_118)] | | | [removed: [38](#i625b2317deb84092aee98900d1f40d1f_115)] [added: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_118)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data](#i625b2317deb84092aee98900d1f40d1f_118)] [added: Data](#i67af7a2c4a1e446e9556af6c068d7c0b_121)] | | | [removed: [38](#i625b2317deb84092aee98900d1f40d1f_118)] [added: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_121)] | | |

| [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i625b2317deb84092aee98900d1f40d1f_121)] [added: Disclosure](#i67af7a2c4a1e446e9556af6c068d7c0b_124)] | | | [removed: [38](#i625b2317deb84092aee98900d1f40d1f_121)] [added: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_124)] | | |

| [ITEM 9A. Controls and [removed: Procedures](#i625b2317deb84092aee98900d1f40d1f_124)] [added: Procedures](#i67af7a2c4a1e446e9556af6c068d7c0b_127)] | | | [removed: [38](#i625b2317deb84092aee98900d1f40d1f_124)] [added: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_127)] | | |

| [ITEM 9B. Other [removed: Information](#i625b2317deb84092aee98900d1f40d1f_127)] [added: Information](#i67af7a2c4a1e446e9556af6c068d7c0b_130)] | | | [removed: [39](#i625b2317deb84092aee98900d1f40d1f_127)] [added: [41](#i67af7a2c4a1e446e9556af6c068d7c0b_130)] | | |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i625b2317deb84092aee98900d1f40d1f_130)] [added: Inspections](#i67af7a2c4a1e446e9556af6c068d7c0b_133)] | | | [removed: [39](#i625b2317deb84092aee98900d1f40d1f_127)] [added: [41](#i67af7a2c4a1e446e9556af6c068d7c0b_130)] | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance](#i625b2317deb84092aee98900d1f40d1f_136)] [added: Governance](#i67af7a2c4a1e446e9556af6c068d7c0b_139)] | | | [removed: [39](#i625b2317deb84092aee98900d1f40d1f_136)] [added: [41](#i67af7a2c4a1e446e9556af6c068d7c0b_139)] | | |

| [ITEM 11. Executive [removed: Compensation](#i625b2317deb84092aee98900d1f40d1f_139)] [added: Compensation](#i67af7a2c4a1e446e9556af6c068d7c0b_142)] | | | [removed: [40](#i625b2317deb84092aee98900d1f40d1f_139)] [added: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_142)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i625b2317deb84092aee98900d1f40d1f_142)] [added: Matters](#i67af7a2c4a1e446e9556af6c068d7c0b_145)] | | | [removed: [40](#i625b2317deb84092aee98900d1f40d1f_142)] [added: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_145)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i625b2317deb84092aee98900d1f40d1f_145)] [added: Independence](#i67af7a2c4a1e446e9556af6c068d7c0b_148)] | | | [removed: [40](#i625b2317deb84092aee98900d1f40d1f_145)] [added: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_148)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services](#i625b2317deb84092aee98900d1f40d1f_148)] [added: Services](#i67af7a2c4a1e446e9556af6c068d7c0b_151)] | | | [removed: [40](#i625b2317deb84092aee98900d1f40d1f_148)] [added: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_151)] | | |

| [ITEM 15. Exhibits, Financial Statement [removed: Schedules](#i625b2317deb84092aee98900d1f40d1f_154)] [added: Schedules](#i67af7a2c4a1e446e9556af6c068d7c0b_157)] | | | [removed: [40](#i625b2317deb84092aee98900d1f40d1f_154)] [added: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_157)] | | |

| [ITEM 16. Form 10-K [removed: Summary](#i625b2317deb84092aee98900d1f40d1f_163)] [added: Summary](#i67af7a2c4a1e446e9556af6c068d7c0b_166)] | | | [removed: [44](#i625b2317deb84092aee98900d1f40d1f_163)] [added: [45](#i67af7a2c4a1e446e9556af6c068d7c0b_166)] | | |

This Form 10-K and our 2023 Annual Report to Shareholders contain “forward-looking statements”.

Our business is subject to substantial risks and uncertainties, including those referenced above.

Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

| [PART I](#i67af7a2c4a1e446e9556af6c068d7c0b_13) | | | | | |

| [ITEM 1C. Cybersecurity](#i67af7a2c4a1e446e9556af6c068d7c0b_1977) | | | [23](#i67af7a2c4a1e446e9556af6c068d7c0b_1977) | | |

| [PART II](#i67af7a2c4a1e446e9556af6c068d7c0b_34) | | | | | |

| [PART III](#i67af7a2c4a1e446e9556af6c068d7c0b_136) | | | | | |

| [PART IV](#i67af7a2c4a1e446e9556af6c068d7c0b_154) | | | | | |

| [SIGNATURES](#i67af7a2c4a1e446e9556af6c068d7c0b_169) | | | [46](#i67af7a2c4a1e446e9556af6c068d7c0b_169) | | |

Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts.

All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

A variety of factors including these risks could cause our actual results and other expectations to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements.

Should known or unknown risks materialize, or should our underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected in the forward-looking statements.

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

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

| [PART III](#i625b2317deb84092aee98900d1f40d1f_133) | | | | | |

| [PART IV](#i625b2317deb84092aee98900d1f40d1f_151) | | | | | |

| [SIGNATURES](#i625b2317deb84092aee98900d1f40d1f_166) | | | [45](#i625b2317deb84092aee98900d1f40d1f_166) | | |

Risk Management and Strategy

As a global retailer, we are mindful of the ongoing risks to our IT systems and operations from various sources and have implemented processes to monitor and mitigate these risks.

We have adopted a cybersecurity program designed to identify, assess, and manage material risks from cybersecurity threats and have integrated cybersecurity risk into our broader enterprise risk management framework.

We incorporate third-party assessments into our risk management program using recognized standards that are relevant to our business and we periodically self-assess various functional areas of our organization.

We use a variety of strategies and techniques designed to identify cybersecurity risks and reduce the risk of unauthorized access to our organization’s confidential information (including customer, vendor, and associate data) and critical business systems.

This approach includes various assessment activities (e.g. threat actor emulation and penetration testing), tabletop exercises, security awareness and training activities (e.g., simulated phishing campaigns and specialized training for cybersecurity personnel), encryption of certain types of information, and certain controls governing access to TJX facilities and systems, among other threat- and risk-based safeguards.

The scope and level of our risk-based initiatives in these areas varies across functions and across the business.

We maintain an Information Management Program that is overseen by our Information Management Steering Committee (the “IMSC”), which is a cross-functional group consisting of senior leaders from areas such as IT, IT Security, Risk and Compliance, Privacy, Legal, and Audit.

The IMSC is responsible for developing and updating policies to support TJX’s Information Management Program and enhance the overall privacy, information security, and records management posture of our business.

Within our IT Security department, our Security Operations Center provides threat detection and incident response capabilities.

We also have an incident response plan which describes roles and responsibilities for internal stakeholders in responding to and escalating potential cybersecurity incidents.

We periodically test this plan through tabletop exercises with relevant stakeholders across various functions of our business, including members of senior management.

We also have processes in place designed to identify and mitigate risks from third party technology and service providers, including, as appropriate, pre-contractual due diligence, review of contractual terms addressing cybersecurity and data protection, and periodic re-assessment based on assessed vendor risk.

Board of Directors Oversight

Our Board of Directors has oversight of the systems and processes established to report and monitor the most significant risks to our business (including those related to cybersecurity) and administers this oversight with respect to cybersecurity directly and through our Audit and Finance Committee.

Our Board of Directors has oversight of our enterprise risk management program and, in addition, our Audit and Finance Committee reviews IT and cybersecurity risks and related topics with senior management on at least a quarterly basis.

Significant cybersecurity risks identified by our Audit and Finance Committee are reported to the Board for review and consideration.

Our Board has also had dedicated sessions during Board meetings on specific cybersecurity topics both led by our IT senior leaders and by outside advisors as part of its cybersecurity oversight practices.

Additionally, outside of regular Board and committee meetings, the Chair of the IT Subcommittee of the Audit and Finance Committee meets with senior management (including the Chief Information Security Officer (“CISO”) and the Executive Vice President, Chief Information Officer (“CIO”)) on at least a quarterly basis to remain informed of and support our cybersecurity programs, including our assessment of current threats, defensive efforts, and other organizational initiatives.

Management’s Role in Managing Risk

Our information security program is overseen by our CISO, who has over thirty-five years of cybersecurity, information governance, and IT experience in critical infrastructure, private industry, and government.

Our CISO reports to our CIO, who has more than twenty-eight years of global information technology leadership experience.

Our CISO is informed about and monitors the prevention, detection and mitigation of cybersecurity threats through his management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.

Other than the unauthorized intrusion into our network discovered late in 2006, discussed in Item 1A in this Form 10-K, we are not aware of a cybersecurity incident that resulted in a material effect on our business strategy, results of operations, or financial condition.

Despite our continuing efforts, our cybersecurity safeguards may not prevent breaches or breakdowns of our or our third-party service providers’ IT systems, particularly in the face of continually evolving cybersecurity threats and increasingly sophisticated threat actors.

For more information, see “Compromises of our cybersecurity, disruptions in our information technology systems, or failure to satisfy the information technology needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation”.

in Item 1A in this Form 10-K.

We lease virtually all of our store locations, as well as some of our distribution [added: and fulfillment] centers and office space.

Store operating leases in Europe generally have an initial term of ten to fifteen years and leases in Australia generally have an initial [removed: lease] term of [removed: seven to] ten years, some of which have options to extend.

Stores were operated in the following locations at the end of fiscal [removed: 2023.][added: 2024.]

| Alabama | | | [removed: 34] [added: 35] | | | — | | | 12 | | | [removed: 46] [added: 47] | | |

| Arizona | | | [removed: 38] [added: 40] | | | — | | | [removed: 15] [added: 17] | | | [removed: 53] [added: 57] | | |

| California | | | 271 | | | — | | | [removed: 99] [added: 100] | | | [removed: 370] [added: 371] | | |

| Colorado | | | [removed: 30] [added: 29] | | | 9 | | | 12 | | | [removed: 51] [added: 50] | | |

| Connecticut | | | [removed: 51] [added: 52] | | | 1 | | | 21 | | | [removed: 73] [added: 74] | | |

| Delaware | | | [removed: 8] [added: 9] | | | — | | | 6 | | | [removed: 14] [added: 15] | | |

| Indiana | | | [removed: 42] [added: 44] | | | [removed: —] [added: 2] | | | 12 | | | [removed: 54] [added: 58] | | |

| Iowa | | | [removed: 18] [added: 19] | | | [removed: —] [added: 1] | | | 6 | | | [removed: 24] [added: 26] | | |

| Kentucky | | | [removed: 27] [added: 29] | | | 1 | | | 7 | | | [removed: 35] [added: 37] | | |

| Louisiana | | | [removed: 29] [added: 31] | | | — | | | 10 | | | [removed: 39] [added: 41] | | |

| Massachusetts | | | [removed: 109] [added: 108] | | | [removed: 2] [added: 3] | | | 40 | | | 151 | | |

| Minnesota | | | [removed: 35] [added: 34] | | | [removed: 8] [added: 9] | | | 16 | | | 59 | | |

| Mississippi | | | [removed: 17] [added: 19] | | | — | | | [removed: 5] [added: 6] | | | [removed: 22] [added: 25] | | |

| Missouri | | | [removed: 37] [added: 39] | | | — | | | 13 | | | [removed: 50] [added: 52] | | |

| Montana | | | 6 | | | [removed: —] [added: 1] | | | [removed: 1] [added: 2] | | | [removed: 7] [added: 9] | | |

| Nebraska | | | 10 | | | 1 | | | [removed: 5] [added: 6] | | | [removed: 16] [added: 17] | | |

| Nevada | | | [removed: 20] [added: 21] | | | 1 | | | 7 | | | [removed: 28] [added: 29] | | |

| North Carolina | | | [removed: 68] [added: 70] | | | — | | | [removed: 23] [added: 26] | | | [removed: 91] [added: 96] | | |

| Oregon | | | [removed: 25] [added: 27] | | | 3 | | | 10 | | | [removed: 38] [added: 40] | | |

| South Dakota | | | [removed: 4] [added: 5] | | | — | | | 1 | | | [removed: 5] [added: 6] | | |

| Tennessee | | | [removed: 51] [added: 53] | | | — | | | [removed: 16] [added: 17] | | | [removed: 67] [added: 70] | | |

| Utah | | | 19 | | | [removed: 4] [added: 6] | | | [removed: 10] [added: 11] | | | [removed: 33] [added: 36] | | |

| Washington | | | 42 | | | 2 | | | [removed: 17] [added: 19] | | | [removed: 61] [added: 63] | | |

| Wisconsin | | | [removed: 41] [added: 43] | | | [removed: 4] [added: 7] | | | 17 | | | [removed: 62] [added: 67] | | |

| Total Stores | | | [removed: 2,482] [added: 80] | | | [removed: 78] | | | [removed: 940] | | | [removed: 3,500] | | | [added: | | | | | |]

(a)Marmaxx operates [removed: T.J.] [added: TJ] Maxx and Marshalls.

| British Columbia | | | [removed: 40] [added: 42] | | | [removed: 22] [added: 23] | | | 9 | | | [removed: 71] [added: 74] | | |

| Nova Scotia | | | 11 | | | [removed: 3] [added: 5] | | | 2 | | | [removed: 16] [added: 18] | | |

| Quebec | | | [removed: 54] [added: 55] | | | [removed: 21] [added: 22] | | | 15 | | | [removed: 90] [added: 92] | | |

| Saskatchewan | | | [removed: 6] [added: 7] | | | 4 | | | 3 | | | [removed: 13] [added: 14] | | |

| Europe | | | [removed: T.K.] [added: TK] Maxx | | | Homesense | | | Total | | |

| Poland | | | [removed: 52] [added: 53] | | | — | | | [removed: 52] [added: 53] | | |

| Austria | | | [removed: 18] [added: 19] | | | — | | | [removed: 18] [added: 19] | | |

| The Netherlands | | | [removed: 15] [added: 16] | | | — | | | [removed: 15] [added: 16] | | |

| Australia | | | [removed: T.K.] [added: TK] Maxx | | | [added: | | | | | | | | | | | | | | |]

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

| New South Wales | | | [removed: 23] [added: 24] | | | [added: | | | | | | | | | | | | | | |]

| Florida | | | 204 | | | — | | | 88 | | | 292 | | |

| Georgia | | | 93 | | | — | | | 32 | | | 125 | | |

| Illinois | | | 98 | | | 7 | | | 36 | | | 141 | | |

| Michigan | | | 75 | | | 5 | | | 23 | | | 103 | | |

| New York | | | 169 | | | 6 | | | 65 | | | 240 | | |

| Ohio | | | 90 | | | 5 | | | 29 | | | 124 | | |

| Pennsylvania | | | 99 | | | 3 | | | 38 | | | 140 | | |

| Texas | | | 177 | | | — | | | 71 | | | 248 | | |

| Virginia | | | 72 | | | 4 | | | 39 | | | 115 | | |

| Total Stores | | | 2,516 | | | 95 | | | 974 | | | 3,585 | | |

| Ontario | | | 127 | | | 72 | | | 49 | | | 248 | | |

| Total Stores | | | 302 | | | 158 | | | 106 | | | 566 | | |

| United Kingdom | | | 355 | | | 77 | | | 432 | | |

| Germany | | | 174 | | | — | | | 174 | | |

| Western Australia | | | 2 | | | | | | | | | | | | | | | | | |

| Tasmania | | | 1 | | | | | | | | | | | | | | | | | |

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

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

| | | | Owned | | | | | | Leased | | | | | | Total | | | | | |

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

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

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

| Michigan | | | 73 | | | 5 | | | 23 | | | 101 | | |

| 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 | | |

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

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

| United Kingdom | | | 351 | | | 76 | | | 427 | | |

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

| Total Stores | | | 629 | | | 78 | | | 707 | | |

| | | | | | |

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

The approximate number of common shareholders of record at [removed: January 28, 2023] [added: February 3, 2024] was [removed: 1,933.][added: 1,865.]

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2023] [added: 2024] and the average price paid per share are as follows:

| | | | Total Number of Shares Repurchased(a) | | | Average Price Paid Per Share(b) | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(c)] [added: Programs(a)] | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(c) | | |

(c)In February [removed: 2023,] [added: 2024,] we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional [removed: $2] [added: $2.5] billion of our common stock from time to time.

Under this program and previously announced programs, we had approximately $3.5 billion available for repurchase as of [removed: January 28, 2023.][added: February 3, 2024.]

| October 29, 2023 through November 25, 2023(d) | | | 1,772,684 | | | $ | 89.41 | | 1,772,684 | | | $ | 1,685,298,367 | |

| November 26, 2023 through December 30, 2023 | | | 3,639,686 | | | $ | 89.98 | | 3,639,686 | | | $ | 1,357,797,718 | |

| December 31, 2023 through February 3, 2024 | | | 3,296,892 | | | $ | 94.42 | | 3,296,892 | | | $ | 1,046,499,865 | |

| Total | | | 8,709,262 | | | | | | 8,709,262 | | | | | |

(d)Includes two days of shares repurchases in October that were previously disclosed in fiscal 2024’s third quarter 10Q due to a transition from reporting on a trade basis to reporting on a settlement basis.

| 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 | | | | | |

The information required by this [removed: item] [added: Item] may be found on pages [removed: F-1] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_175)[1](#i67af7a2c4a1e446e9556af6c068d7c0b_175)] through [removed: F-34] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_241)[35](#i67af7a2c4a1e446e9556af6c068d7c0b_241)] of this annual report on Form 10-K.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal [removed: 2023] [added: 2024] identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 [removed: January 28, 2023] [added: February 3, 2024] based on criteria established in *Internal Control—Integrated Framework 2013* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of [removed: January 28, 2023.][added: February 3, 2024.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of [removed: January 28, 2023,] [added: February 3, 2024,] and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.

During the fiscal quarter ended February 3, 2024, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms defined in Item 408(a) of Regulation S-K.

Not applicable.

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 [removed: January 28, 2023] [added: February 3, 2024] (“Proxy Statement”).

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

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

| [removed: Fiscal] [added: Fiscal] Year Ended January 28, [removed: 2023] [added: 2023] | | | [removed: $] [added: $] | [removed: 142] [added: 142] | | [removed: $] [added: $] | [removed: 5,600] [added: 5,600] | | [removed: $] [added: $] | [removed: 5,594] [added: 5,594] | | [removed: $] [added: $] | [removed: 148] [added: 148] | |

| 3(ii).1 | | | [By-laws of TJX, as [removed: amended](http://www.sec.gov/Archives/edgar/data/109198/000119312518031707/d527262dex31.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/109198/000119312518031707/d527262dex31.htm)] | | | 8-K | | | 3.1 | | | 2/5/2018 | | |

| 4.01 | | | [Indenture between TJX and U.S. Bank National Association dated [removed: as of April 2, 2009](http://www.sec.gov/Archives/edgar/data/109198/000095013509002476/b74862s3exv4w1.htm) (File No. 333-158360)] [added: September 12, 2016](https://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex41.htm)] | | | [removed: S-3] [added: 8-K] | | | 4.1 | | | [removed: 4/2/2009] [added: 9/12/2016] | | |

| 4.02 | | | [removed: [Third] [added: [First] Supplemental Indenture dated as of [removed: May 2, 2013] [added: September 12, 2016] by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto](http://www.sec.gov/Archives/edgar/data/109198/000119312513194885/d529436dex42.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex42.htm)] | | | 8-K | | | 4.2 | | | [removed: 5/2/2013] [added: 9/12/2016] | | |

| [removed: 4.03] [added: 4.05] | | | [Fourth Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: June 5, 2014] [added: 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](http://www.sec.gov/Archives/edgar/data/109198/000119312514226574/d736176dex42.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex45.htm)] | | | 8-K | | | [removed: 4.2] [added: 4.5] | | | [removed: 6/5/2014] [added: 4/1/2020] | | |

| [removed: 4.04] [added: 4.03] | | | [Indenture [added: dated as of April 1, 2020] between [added: The] TJX [added: Companies, Inc.] and U.S. Bank National [removed: Association dated September 12, 2016](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex41.htm)] [added: Association, as Trustee](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex41.htm)] | | | 8-K | | | 4.1 | | | [removed: 9/12/2016] [added: 4/1/2020] | | |

| [removed: 4.05] [added: 4.07] | | | [removed: [First] [added: [Sixth] Supplemental [removed: Indenture] [added: Indenture,] dated as of [removed: September 12, 2016] [added: November 30, 2020] by and [removed: between] TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A [removed: thereto](http://www.sec.gov/Archives/edgar/data/109198/000119312516707413/d252599dex42.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex42.htm)] | | | 8-K | | | 4.2 | | | [removed: 9/12/2016] [added: 12/3/2020] | | |

| 4.06 | | | [removed: [Indenture] [added: [Fifth Supplemental Indenture,] dated as of [removed: April 1,] [added: November 30,] 2020 [added: by and] between [removed: The] TJX [removed: Companies, Inc.] and U.S. Bank National Association, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex41.htm)] [added: Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex41.htm)] | | | 8-K | | | 4.1 | | | [removed: 4/1/2020] [added: 12/3/2020] | | |

| [removed: 4.07] [added: 4.04] | | | [removed: [First] [added: [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/d911649dex42.htm)] [added: thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex44.htm)] | | | 8-K | | | [removed: 4.2] [added: 4.4] | | | 4/1/2020 | | |

| [removed: 4.13] [added: 4.08] | | | [Description of Registrant's Securities](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx-20200201exhibit406.htm) | | | 10-K | | | 4.06 | | | 3/27/2020 | | |

| 10.01 | | | [The Executive Severance Plan effective September 27, [removed: 2018*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex102.htm)] [added: 2018*](https://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex102.htm)] | | | 10-Q | | | 10.2 | | | 12/4/2018 | | |

| 10.02 | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Carol Meyrowitz and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex103.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex103.htm)] | | | 10-Q | | | 10.3 | | | 12/4/2018 | | |

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

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

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

| 10.08 | | | [The Employment Agreement dated February 2, 2018 between [removed: Richard Sherr] [added: Scott Goldenberg] and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex104.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex105.htm)] | | | 10-K | | | [removed: 10.4] [added: 10.5] | | | 4/4/2018 | | |

| 10.09 | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between [removed: Richard Sherr] [added: Scott Goldenberg] and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex106.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex105.htm)] | | | 10-Q | | | [removed: 10.6] [added: 10.5] | | | 12/4/2018 | | |

| 10.10 | | | [The Amendment to the Employment Agreement between [removed: Richard Sherr] [added: Scott Goldenberg] and TJX effective as of February 13, [removed: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1010.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1013.htm)] | | | 10-K | | | [removed: 10.10] [added: 10.13] | | | 4/3/2019 | | |

| 10.11 | | | [The Amendment to the Employment Agreement between [removed: Richard Sherr] [added: Scott Goldenberg] and TJX effective as of January 29, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1009.htm)*] [added: 2021*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1013.htm)] | | | 10-K | | | [removed: 10.09] [added: 10.13] | | | 3/31/2021 | | |

| 10.12 | | | [The Letter Agreement dated [removed: April 28, 2022] [added: February 2, 2024] between [removed: Richard Sherr] [added: Scott Goldenberg] and [removed: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex101.htm)] [added: TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1012.htm)] | | | [removed: 10-Q] | | | [removed: 10.1] | | | [removed: 5/27/2022] | | |

| 10.13 | | | [The Employment Agreement dated February 2, 2018 between [removed: Scott Goldenberg] [added: Kenneth Canestrari] and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex105.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm)] | | | 10-K | | | [removed: 10.5] [added: 10.6] | | | 4/4/2018 | | |

| 10.14 | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between [removed: Scott Goldenberg] [added: Kenneth Canestrari] and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex105.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex107.htm)] | | | 10-Q | | | [removed: 10.5] [added: 10.7] | | | 12/4/2018 | | |

| 10.15 | | | [The Amendment to the Employment Agreement between [removed: Scott Goldenberg] [added: Kenneth Canestrari] and TJX effective as of February 13, [removed: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1013.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm)] | | | 10-K | | | [removed: 10.13] [added: 10.16] | | | 4/3/2019 | | |

| 10.16 | | | [The Amendment to the Employment Agreement between [removed: Scott Goldenberg] [added: Kenneth Canestrari] and TJX effective as of January 29, [removed: 2021*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1013.htm)] [added: 2021*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1017.htm)] | | | 10-K | | | [removed: 10.13] [added: 10.17] | | | 3/31/2021 | | |

| 10.17 | | | [The [added: Amendment to the] Employment Agreement [removed: dated February 2, 2018] between Kenneth Canestrari and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm)] [added: TJX effective as of February 2, 2024, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1017.htm)] | | | [removed: 10-K] | | | [removed: 10.6] | | | [removed: 4/4/2018] | | |

| [removed: 10.18] [added: 10.22] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between [removed: Kenneth Canestrari] [added: Douglas Mizzi] and [removed: TJX*](http://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex107.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex108.htm)] | | | 10-Q | | | [removed: 10.7] [added: 10.8] | | | 12/4/2018 | | |

| [removed: 10.19] [added: 10.23] | | | [The Amendment to the Employment Agreement between [removed: Kenneth Canestrari] [added: Douglas Mizzi] and TJX effective as of February 13, [removed: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm)] [added: 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1019.htm)] | | | 10-K | | | [removed: 10.16] [added: 10.19] | | | 4/3/2019 | | |

| [removed: 10.20] [added: 10.24] | | | [The Amendment to the Employment Agreement between [removed: Kenneth Canestrari] [added: Douglas Mizzi] and TJX effective as of January 29, [removed: 2021*](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1017.htm)] [added: 2021*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000006/tjx-20210130exhibit1021.htm)] | | | 10-K | | | [removed: 10.17] [added: 10.21] | | | 3/31/2021 | | |

| [removed: 10.21] [added: 10.18] | | | [The Executive Severance and Change of Control Plan effective September 19, [removed: 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex104.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1018.htm)[,](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1018.htm) [filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1018.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1018.htm)] | | | [removed: 10-Q] | | | [removed: 10.4] | | | [removed: 11/29/2022] | | |

| [removed: 10.22] [added: 10.20] | | | [The [removed: Offer Letter] [added: Obligations] Agreement dated November 14, 2022 between John Klinger and [removed: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex105.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex106.htm)] | | | 10-Q | | | [removed: 10.5] [added: 10.6] | | | 11/29/2022 | | |

| [removed: 10.23] [added: 10.19] | | | [The [removed: 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] [added: Offer Letter Agreement date](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)[d February 2](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)[, 202](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)[4](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm) [between] John Klinger and [removed: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex106.htm)] [added: TJX](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)[,](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm) [filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1019.htm)] | | | [removed: 10-Q] | | | [removed: 10.6] | | | [removed: 11/29/2022] | | |

| [removed: 10.24] [added: 10.26] | | | [The Stock Incentive Plan [removed: (2013 Restatement)*](http://www.sec.gov/Archives/edgar/data/109198/000119312513243027/d529343dex101.htm)] [added: (2022 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000041/tjx-20220730xex101.htm)] | | | 10-Q | | | 10.1 | | | [removed: 5/31/2013] [added: 8/26/2022] | | |

| 10.27 | | | [The [removed: Third Amendment to the] Stock Incentive Plan [removed: (2013 Restatement)] [added: Rules for U.K. Employees,] effective as of [removed: November 6, 2018*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1023.htm)] [added: September 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex103.htm)] | | | [removed: 10-K] [added: 10-Q] | | | [removed: 10.23] [added: 10.3] | | | [removed: 4/3/2019] [added: 11/29/2022] | | |

| [removed: 10.28] [added: 10.37] | | | [The [added: Form of Restricted] Stock [added: Unit Award granted under the Stock] Incentive Plan [removed: (2022 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000041/tjx-20220730xex101.htm)] [added: as of March 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex103.htm)] | | | 10-Q | | | [removed: 10.1] [added: 10.3] | | | [removed: 8/26/2022] [added: 5/27/2022] | | |

| [removed: 10.31] [added: 10.32] | | | [The [added: Form of Non-Qualified] Stock [added: Option Terms and Conditions granted under the Stock] Incentive Plan [removed: Rules for U.K. Employees, effective] as of September 19, [removed: 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex103.htm)] [added: 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex102.htm)] | | | 10-Q | | | [removed: 10.3] [added: 10.2] | | | 11/29/2022 | | |

| [removed: 10.32] [added: 10.30] | | | [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*](https://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex101.htm)] | | | 10-Q | | | 10.1 | | | [removed: 12/3/2013] [added: 12/1/2015] | | |

| [removed: 10.33] [added: 10.31] | | | [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*](https://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm)] | | | 10-Q | | | 10.2 | | | [removed: 12/3/2013] [added: 12/1/2015] | | |

| [removed: 10.34] [added: 10.28] | | | [The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, [removed: 2014*](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex104.htm)] [added: 2014*](https://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex104.htm)] | | | 10-Q | | | 10.4 | | | 12/2/2014 | | |

| [removed: 10.35] [added: 10.29] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, [removed: 2014*](http://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex105.htm)] [added: 2014*](https://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex105.htm)] | | | 10-Q | | | 10.5 | | | 12/2/2014 | | |

| [removed: 10.36] [added: 10.38] | | | [The Form of [removed: Non-Qualified] [added: Deferred] Stock [removed: Option Certificate] [added: Award for Directors] granted under the Stock Incentive [removed: Plan as of September 17, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex101.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm)] | | | [removed: 10-Q] [added: 10-K] | | | [removed: 10.1] [added: 10.20] | | | [removed: 12/1/2015] [added: 3/31/2015] | | |

| Fiscal Year Ended February 3, 2024 | | | $ | 148 | | $ | 5,802 | | $ | 5,800 | | $ | 150 | |

| 10.21 | | | [The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm) | | | 10-K | | | 10.7 | | | 4/4/2018 | | |

| 10.25 | | | [The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 2, 2024, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1025.htm) | | | | | | | | | | | |

| 10.48 | | | [The First Amendment to the Executive Savings Plan, effective April 1, 2023*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000031/tjx-2023429xex101.htm) | | | 10-Q | | | 10.1 | | | 5/26/2023 | | |

| 97 | | | [Policy for Recovery of Executive Officer Incentive Compensation (Amended and Restated as of October 2, 2023), filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit97.htm) | | | | | | | | | | | |

Schedules and certain portions of this exhibit are omitted pursuant to Item 601 of Regulation S-K.

The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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

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

| Fiscal Year Ended January 30, 2021 | | | $ | 109 | | $ | 3,530 | | $ | 3,471 | | $ | 168 | |

| | | | | | | Incorporate by Reference | | | | | | | | |

| Exhibit No. | | | Description | | | Form | | | Exhibit No. | | | Filing Date | | |

| 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 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 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 thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520094680/d911649dex45.htm) | | | 8-K | | | 4.5 | | | 4/1/2020 | | |

| 4.11 | | | [Fifth Supplemental Indenture, dated as of November 30, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex41.htm) | | | 8-K | | | 4.1 | | | 12/3/2020 | | |

| 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 thereto](https://www.sec.gov/Archives/edgar/data/109198/000119312520309635/d83075dex42.htm) | | | 8-K | | | 4.2 | | | 12/3/2020 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 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 | | |

| 10.37 | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2015*](http://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm) | | | 10-Q | | | 10.2 | | | 12/1/2015 | | |

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

| 10.45 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*](http://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm) | | | 10-K | | | 10.20 | | | 3/31/2015 | | |

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

| 10.60 | | | [First Amendment to 2024 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S. Bank National Association, as administrative agent, and each of the lenders party thereto](https://www.sec.gov/Archives/edgar/data/109198/000010919820000004/tjx20200201exhibit1056.htm) | | | 10-K | | | 10.56 | | | 3/27/2020 | | |

| 10.61 | | | [Second Amendment to 2024 Revolving Credit Agreement, dated as of May 15, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/109198/000115752320000793/a52222014ex10_2.htm) | | | 8-K | | | 10.2 | | | 5/21/2020 | | |

| 10.62 | | | [Third Amendment to 2024 Revolving Credit Agreement, dated as of November 24, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1061.htm) | | | 10-K | | | 10.61 | | | 3/31/2021 | | |

| 10.63 | | | [364 Day Revolving Credit Agreement, dated August 10, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners](https://www.sec.gov/Archives/edgar/data/109198/000010919820000015/exhibit101364dayrevolv.htm) | | | 8-K | | | 10.1 | | | 8/11/2020 | | |

| 10.64 | | | [First Amendment to 364 Day Revolving Credit Agreement, dated November 24, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners](https://www.sec.gov/Archives/edgar/data/0000109198/000010919821000006/tjx-20210130exhibit1063.htm) | | | 10-K | | | 10.63 | | | 3/31/2021 | | |

| 10.65 | | | [2026 Revolving Credit Agreement, dated June 25, 2021, by and among the TJX Companies, Inc., the lenders from time to time party thereto, U.S. Bank National Association, as administrative agent, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Deutsche Bank Securities, Inc., as co-documentation agents](https://www.sec.gov/Archives/edgar/data/0000109198/000119312521202939/d169110dex101.htm) | | | 8-K | | | 10.1 | | | 6/29/2021 | | |

| Dated: | | | [removed: March 29, 2023] [added: April 3, 2024] | | | | | | | | | | | | | | | John Klinger, Chief Financial Officer | | |

| José B. Alvarez, Director | | | | | | [removed: Michael F. Hines,] [added: Amy B. Lane,] Director | | |

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

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

| Dated: | | | [removed: March 29, 2023] [added: April 3, 2024] | | | | | | John Klinger, as attorney-in-fact | | |

For Fiscal Years Ended [added: February 3, 2024,] January 28, [removed: 2023, January 29, 2022] [added: 2023] and January [removed: 30, 2021.][added: 29, 2022.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i625b2317deb84092aee98900d1f40d1f_175)] [added: Firm](#i67af7a2c4a1e446e9556af6c068d7c0b_178)] (PCAOB ID 238) | | | [removed: [F-](#i625b2317deb84092aee98900d1f40d1f_175)[2](#i625b2317deb84092aee98900d1f40d1f_175)] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_178)[2](#i67af7a2c4a1e446e9556af6c068d7c0b_178)] | | |

| [Consolidated Statements of [removed: Income](#i625b2317deb84092aee98900d1f40d1f_178)] [added: Income](#i67af7a2c4a1e446e9556af6c068d7c0b_181)] | | | [removed: [F-](#i625b2317deb84092aee98900d1f40d1f_178)[4](#i625b2317deb84092aee98900d1f40d1f_178)] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_181)[4](#i67af7a2c4a1e446e9556af6c068d7c0b_181)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i625b2317deb84092aee98900d1f40d1f_181)] [added: Income](#i67af7a2c4a1e446e9556af6c068d7c0b_184)] | | | [removed: [F-](#i625b2317deb84092aee98900d1f40d1f_181)[5](#i625b2317deb84092aee98900d1f40d1f_181)] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_184)[5](#i67af7a2c4a1e446e9556af6c068d7c0b_184)] | | |

| [Consolidated Balance [removed: Sheets](#i625b2317deb84092aee98900d1f40d1f_184)] [added: Sheets](#i67af7a2c4a1e446e9556af6c068d7c0b_187)] | | | [removed: [F-](#i625b2317deb84092aee98900d1f40d1f_184)[6](#i625b2317deb84092aee98900d1f40d1f_184)] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_187)[6](#i67af7a2c4a1e446e9556af6c068d7c0b_187)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i625b2317deb84092aee98900d1f40d1f_187)] [added: Flows](#i67af7a2c4a1e446e9556af6c068d7c0b_190)] | | | [removed: [F-](#i625b2317deb84092aee98900d1f40d1f_187)[7](#i625b2317deb84092aee98900d1f40d1f_187)] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_190)[7](#i67af7a2c4a1e446e9556af6c068d7c0b_190)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i625b2317deb84092aee98900d1f40d1f_190)] [added: Equity](#i67af7a2c4a1e446e9556af6c068d7c0b_193)] | | | [removed: [F-](#i625b2317deb84092aee98900d1f40d1f_190)[8](#i625b2317deb84092aee98900d1f40d1f_190)] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_193)[8](#i67af7a2c4a1e446e9556af6c068d7c0b_193)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i625b2317deb84092aee98900d1f40d1f_193)] [added: Statements](#i67af7a2c4a1e446e9556af6c068d7c0b_196)] | | | [removed: [F-](#i625b2317deb84092aee98900d1f40d1f_193)[9](#i625b2317deb84092aee98900d1f40d1f_193)] [added: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_196)[9](#i67af7a2c4a1e446e9556af6c068d7c0b_196)] | | |

| Financial Statement [removed: Schedules:] [added: Schedule:] | | | | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i625b2317deb84092aee98900d1f40d1f_157)] [added: Accounts](#i67af7a2c4a1e446e9556af6c068d7c0b_160)] | | | [removed: [40](#i625b2317deb84092aee98900d1f40d1f_157)] [added: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_160)] | | |

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022] [added: 28, 2023,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash [removed: flows] [added: flows,] for each of the three years in the period ended [removed: January 28, 2023] [added: February 3, 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended [removed: January 28, 2023] [added: February 3, 2024] appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of [removed: January 28, 2023,] [added: February 3, 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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 [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: January 28, 2023] [added: February 3, 2024] in conformity with accounting principles generally accepted in the United States of America.

[removed: Also,] [added: Also] in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: January 28, 2023] [added: February 3, 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: *Income Tax Provision (Benefit)*][added: | Deferred income tax (benefit) provision | | | (7) | | | 64 | | | (44) | | |]

As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of [removed: $1.1] [added: $1.5] billion for the year ended [removed: January 28, 2023,] [added: February 3, 2024 and] has a deferred tax asset net of deferred tax liability of [removed: $31] [added: $24] million, including a valuation allowance of [removed: $86] [added: $63] million, as of [removed: January 28, 2023 and total gross unrecognized tax benefits of $266 million as of January 28, 2023, of which $251 million would affect the Company’s effective tax rate if recognized in a future period.][added: February 3, 2024.]

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

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

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

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

| | | | [removed: January 28, 2023] [added: February 3, 2024] | | | January [removed: 29, 2022] [added: 28, 2023] | | | January [removed: 30, 2021] [added: 29, 2022] | | |

| Net sales | | | $ | [removed: 49,936] [added: 54,217] | | $ | [removed: 48,550] [added: 49,936] | | $ | [removed: 32,137] [added: 48,550] | |