TJX Companies (TJX) 10-K risk factor changes: FY2025 vs FY2024

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

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

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

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

If our merchandise is not generally purchased at prices sufficiently below prices paid by conventional retailers, we may not be able to maintain our desired [removed: overall pricing differential to full-price retailers, including department, specialty, and major online retailers,] [added: value gap] at various times or in some [removed: reporting] segments, banners, product categories or [removed: geographies.][added: geographies, which could also affect our sales, margins and other financial results.]

In addition, to respond to customer demand and effectively manage pricing and markdowns, we need to [removed: appropriately] allocate and deliver merchandise to our [removed: stores,] [added: stores appropriately,] 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 [removed: among] [added: across] product categories.

If our sales forecasts fail to predict customer [removed: demand,] [added: demand with sufficient accuracy, or] we [added: do not allocate and deliver merchandise to stores, maintain inventory mix and levels, or maintain flexibility in our allocation of floor space across product categories effectively, we] may [removed: experience] [added: have] higher inventory levels than we planned and [removed: 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 [added: impact sales in a way that could] adversely affect our financial performance.

[removed: A] [added: In addition to the above factors, a] variety of [added: external] factors have impacted, and may continue to impact, execution of our opportunistic buying strategy and inventory management.

[removed: For example,] [added: In the past,] our ability to allocate, [removed: deliver,] [added: deliver] and maintain our preferred mix and level of inventory has been impacted [removed: in recent years] by temporary store closures, inflationary pressures, global supply chain [removed: disruptions,] [added: disruptions] and other [removed: challenges,] [added: challenges] as a result of [removed: events, including the global COVID-19 pandemic.][added: external events.]

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: transactions,] [added: transactions] and sales, and may have a negative impact on our ability to attract new customers, retain existing [removed: customers,] [added: customers] and/or encourage frequent customer visits and/or cross-shopping of our multiple retail banners, any of which could adversely affect our results.

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

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

We also compete on merchandise selection and freshness; banner name recognition and appeal; both in-store and online service and shopping experience; [removed: convenience;] [added: convenience] and store location.

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

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

[removed: New] [added: In addition, new] competitors frequently enter the market.

[removed: Additionally, competitors] [added: Competitors] may [removed: enter or] increase their presence in markets in which we operate, consolidate with other retailers, expand their merchandise offerings, expand their e-commerce capabilities, add new sales channels, change their pricing [removed: strategies,] [added: strategies] and/or adopt new processes or technologies that may allow them to compete more effectively.

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

Although we use various marketing channels [added: (including, among others, linear television, streaming video, audio, outdoor, digital/social media and mobile)] to drive customer awareness [removed: and consideration] of and interest in shopping our retail banners [removed: with the aim of increasing sales, including linear television, streaming video, audio, outdoor, digital/social media,] and [removed: mobile,] [added: to increase sales,] some of our competitors may spend more for their marketing programs [removed: than we do,] or use different approaches than we do, which may provide them with a competitive advantage.

[removed: Further, we] [added: We] may not be able to [removed: effectively] develop or implement strategies [added: effectively] in rapidly evolving digital/social media [removed: channels.][added: channels, which may adversely impact some of our banners, segments, or overall business.]

[removed: Partnerships] [added: Further, partnerships] with [removed: celebrities and] [added: celebrities,] social media content [removed: creators] [added: creators, influencers or other individuals who are viewed as representing our banners] may expose us to reputational or other risks.

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

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

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

Growth can also add complexity to our business operations by requiring effective and timely information sharing; significant additional attention from our management and other functions across our business, including compliance and risk management; development of new capabilities, [removed: processes,] [added: processes] and controls; increased staffing and Associate [removed: training;] [added: training] and/or retention and management of appropriate third-party [removed: providers.][added: providers, including training or coordinating with those operating businesses in which we are invested or with which we share certain responsibilities.]

If we are unable to manage our growth effectively, our business may be adversely affected or we may need to reduce the rate of expansion or otherwise curtail growth, which may adversely affect our sales, business [removed: plans,] [added: plans] 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, for teams managing administration, information technology systems, merchandising, sourcing, [added: marketing,] store operations, distribution, [removed: logistics,] [added: logistics] and compliance.

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

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

These challenges may increase if a portion of our workforce is unable to work on site or is temporarily furloughed, as [added: has] occurred in [removed: recent years.][added: the past.]

Many of the products sold in our stores are sourced in locations (particularly in China, [removed: India,] [added: India] and southeastern Asia) other than the location in which they will be sold.

–transport availability, [removed: capacity,] [added: capacity] and costs;

–compliance with laws and regulations including labor, environmental, supply chain, international [removed: trade,] [added: trade] and other laws in relevant [removed: countries,] [added: countries] and those concerning ethical business practices;

[removed: –duties, tariffs,] [added: –tariffs, duties,] border adjustment taxes, trade restrictions, sanctions, [removed: quotas,] [added: quotas] and voluntary export restrictions on imported merchandise;

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

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

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

[removed: These regulations] [added: As with other regulations, these] may result in increased operating costs and affect where, [removed: what,] [added: what] and how we source and how we allocate what we buy.

For example, changes to our store layout or security protocols may impact the shopping experience and customer transactions.

Similarly, platforms that help consumers engage with our brands may change in meaningful ways, negatively impacting the consumer experience and reducing or eliminating benefits to us from that channel.

We could be at a competitive disadvantage if, over time, our competitors are more effective than we are in their use and integration of rapidly evolving technologies, including artificial intelligence or other emerging technologies.

Our competitors’ marketing programs may also resonate with consumers more than ours do.

We also may face challenges appropriately managing consistent strategies for our different banners across geographies.

–changes to international trade agreements or to trade agreement enforcement practices;

This includes successfully developing, implementing and maintaining appropriate systems; adopting new technologies (including artificial intelligence or other emerging technologies) appropriately and in a timely manner; and maintaining effective disaster recovery plans for such systems.

We are subject to the risk of labor actions or disruptions of various kinds, including work stoppages and decreased flexibility as a result of labor law limitations.

We also operate buying and other offices around the world and have made recent investments in certain geographies, including our entry into a joint venture in Mexico and our other minority equity investment in the Middle East.

We generally look for opportunities to continue to expand our operations globally.

Acquisition, investment or divestiture activities may divert attention of management away from operating the existing businesses.

Factors that affect consumer confidence and spending can in turn affect our financial results and impact the retail industry generally.

Changes to U.S. or other countries' trade policies and tariff and import/export regulations or our failure to comply with such regulations may have an adverse effect on our business, financial condition, and results of operations.

Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and/or other foreign governments, could require us to change the way we conduct business, affect our merchandise margins, and adversely affect our financial condition, results of operations, reputation, and our relationships with customers, vendors, and Associates in the short- or long-term.

Similarly, changes in laws and policies governing foreign trade, manufacturing, development, and investment in the countries where we currently operate could adversely affect our business.

The U.S. government recently announced tariffs on product imports from certain countries, including Canada, Mexico, and China.

These actions have resulted, and are expected to further result, in retaliatory measures on U.S. goods.

If maintained, these recently announced tariffs and the potential escalation of trade disputes could pose a risk to our business that could affect our revenue and cost of sourcing our merchandise.

The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of merchandise, and our buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs.

Further, actions we take to adapt to new tariffs or trade restrictions may increase risk or may cause us to modify our operations, which could be time-consuming and expensive; impact pricing of our merchandise, which could impact our sales, profitability, and our reputation as a value retailer; or cause us to forgo business opportunities.

There have been significant and wide-ranging reforms to federal policy and the federal government in the U.S. since the presidential administration changed at the beginning of 2025, and there is significant uncertainty regarding the impact of such reforms.

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

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

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

We also operate buying and other offices around the world.

Our goal is to continue to expand our operations into other countries in the future.

These forward-looking statements are estimates based on information currently available to us and subject to the cautionary statements set forth on page [removed: 2] [added: 3] of this Form 10-K.

The discussion that follows relates to our [added: 52-week fiscal year ended February 1, 2025 (fiscal 2025) and our] 53-week fiscal year ended February 3, 2024 (fiscal 2024) and our 52-week fiscal [removed: years] [added: year] ended January [removed: 28, 2023 (fiscal 2023) and February 1, 2025] [added: 31, 2026] (fiscal [removed: 2025).][added: 2026).]

Discussions of fiscal [removed: 2022] [added: 2023] items and year-to-year comparisons between fiscal [removed: 2023] [added: 2024] and fiscal [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended [removed: January 28, 2023.][added: February 3, 2024.]

We operate over [removed: 4,900] [added: 5,000] stores through our four [removed: main] segments: in the U.S., Marmaxx (which operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates [removed: HomeGoods,] [added: HomeGoods] and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe, and TK Maxx in Australia).

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

Highlights of our financial performance for fiscal [removed: 2024] [added: 2025] include the following:

–Net sales increased [removed: 9%] [added: 4%] to [removed: $54.2] [added: $56.4] billion for fiscal [removed: 2024] [added: 2025] versus [removed: $49.9] [added: $54.2] billion for fiscal [removed: 2023.][added: 2024.]

As of February [removed: 3, 2024,] [added: 1, 2025,] the number of stores in operation increased approximately [removed: 2%] [added: 3%] and selling square footage increased approximately [removed: 3%] [added: 2%] compared to the end of fiscal [removed: 2023.][added: 2024.]

–Consolidated comp store sales increased [removed: 5%] [added: 4%] in fiscal [removed: 2024.][added: 2025.]

–Diluted earnings per share were [added: $4.26 for fiscal 2025, compared to] $3.86 for fiscal 2024, which included an estimated benefit of $0.10 from the 53rd week in fiscal [removed: 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 Familia.][added: 2024.]

[removed: –Pre-tax profit margin (the ratio of pre-tax income] [added: This was a 0.5 percentage point increase compared] to [removed: net sales)] [added: 11.0%] for fiscal [removed: 2024 was 11.0%,] [added: 2024,] which included an estimated 0.1 percentage point benefit from the 53rd week in fiscal 2024.

–Our cost of sales, including buying and occupancy costs, ratio for fiscal [removed: 2024] [added: 2025] was [removed: 70.0%,] [added: 69.4%,] a [removed: 2.4] [added: 0.6] percentage point decrease compared to [removed: 72.4%] [added: 70.0%] for fiscal [removed: 2023.][added: 2024.]

–Our selling, general and administrative (“SG&A”) expense ratio for fiscal [removed: 2024] [added: 2025] was [removed: 19.3%,] [added: 19.4%,] a [removed: 1.4] [added: 0.1] percentage point increase compared to [removed: 17.9%] [added: 19.3%] for fiscal [removed: 2023.][added: 2024.]

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were up 1% [removed: on both a reported basis and constant currency basis] at the end of fiscal [removed: 2024] [added: 2025] as compared to the prior year.

–During fiscal [removed: 2024,] [added: 2025,] we returned [removed: $4.0] [added: $4.1] billion to our shareholders through share repurchases and dividends.

A dividend of [removed: $0.3325] [added: $0.375] per share was declared in the fourth quarter of fiscal [removed: 2024] [added: 2025] and paid in March [removed: 2024.][added: 2025.]

| | | | Fiscal [removed: 2024] [added: 2025] | | | Fiscal [removed: 2023] [added: 2024] | | | | | | | | |

| Cost of sales, including buying and occupancy costs | | | [removed: 70.0] [added: 69.4] | | | [removed: 72.4] [added: 70.0] | | | | | | | | |

| Selling, general and administrative expenses | | | [removed: 19.3] [added: 19.4] | | | [removed: 17.9] [added: 19.3] | | | | | | | | |

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

| Income before income [removed: taxes] [added: taxes*] | | | [removed: 11.0] [added: 11.5] | | % | [removed: 9.3] [added: 11.0] | | % | | | | | | |

Net sales for fiscal [removed: 2024] [added: 2025] totaled [removed: $54.2] [added: $56.4] billion, a [removed: 9%] [added: 4%] increase versus net sales of [removed: $49.9] [added: $54.2] billion for fiscal [removed: 2023.][added: 2024.]

The increase includes a [removed: 5%] [added: 4%] increase in comp store sales, a 2% increase from [removed: the estimated impact of the 53rd week in fiscal 2024, a 2% increase from] non-comp store [removed: sales and] [added: sales,] a neutral impact from foreign currency exchange [removed: rates.][added: rates, partially offset by a negative 2% estimated year-over-year impact from the 53rd week in fiscal 2024.]

Net sales from our e-commerce sites combined amounted to less than 2% of total sales for both fiscal [removed: 2024] [added: 2025] and fiscal [removed: 2023.][added: 2024.]

Comp store sales increased [added: 4% for fiscal 2025 and increased] 5% for fiscal 2024.

Comp store sales for fiscal [removed: 2024] [added: 2025] was driven by an increase in customer transactions.

[removed: Apparel] [added: While both Marmaxx home and apparel] comp store sales growth [removed: (as defined below) outperformed] [added: were positive,] home comp store sales growth [removed: (as defined below)] [added: outperformed apparel comp store sales growth] for fiscal [removed: 2024.][added: 2025.]

As of February [removed: 3, 2024,] [added: 1, 2025,] our store count increased approximately [removed: 2%] [added: 3%] and selling square footage increased approximately [removed: 3%] [added: 2%] compared to the same period last year.

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

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

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

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

This removes the effect of changes in currency exchange rates, which we believe is a more [removed: accurate] [added: appropriate] measure of [removed: segment operating] performance.

[removed: Historically, we defined] [added: We define] customer [removed: traffic] [added: transactions] to be the number of transactions in stores included in the comp store sales [removed: calculation; going forward we refer to this as customer transactions.][added: calculation.]

| Northeast | | | [removed: 22] [added: 21] | | % | 22 | | % | | | | | | |

| South (including Puerto Rico) | | | 28 | | | [removed: 27] [added: 28] | | | | | | | | |

| West | | | [removed: 15] [added: 16] | | | 15 | | | | | | | | |

| Total United States | | | 78 | | % | [removed: 77] [added: 78] | | % | | | | | | |

| Canada | | | 9 | | | [removed: 10] [added: 9] | | | | | | | | |

As we have not elected [removed: “hedge accounting”] [added: hedge accounting] for these instruments, as defined by U.S. generally accepted accounting principles (“GAAP”), we record a mark-to-market gain or loss on the derivative instruments in our results of operations at the end of each reporting period.

–Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal 2025 was 11.5%.

–We announced that we plan to enter Spain with our TK Maxx banner in fiscal 2027.

Equity Investments

During fiscal 2025, we entered into a definitive agreement for a joint venture with Grupo Axo, S.A.P.I de C.V. (“Axo”) to hold a 49% ownership stake in Multibrand Outlet Stores S.A.P.I. de C.V. (“MOS”) which operates off-price, physical store businesses in Mexico and includes a total of over 200 stores for its Promoda, Reduced, and Urban Store banners.

We have the option to increase our ownership interest in the joint venture over the long term.

During the third quarter of fiscal 2025, we completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million.

This investment is accounted for under the equity method of accounting.

During fiscal 2025, we entered into a definitive agreement to acquire a 35% ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position.

BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer.

During the fourth quarter of fiscal 2025, we completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million.

This investment is accounted for under the equity method of accounting.

The results of our share of both of these investments are recorded on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period.

These investments did not have a material impact on our fiscal 2025 results and we do not expect them to have a material impact on our fiscal 2026 results.

Recent Events and Trends

*Global Economic Conditions and Industry Trends*

We continue to closely monitor changes in international trade relations, economic and monetary policies, or legislation and regulations including those related to tariffs on imports from China and other countries, which could adversely impact the global economy and our operating results.

In particular, uncertainty remains regarding the potential impact on our direct imports, (with typically less than 10% of the merchandise that we purchase for our U.S. businesses directly imported from China), vendor and competitor pricing, consumer demand, tariff pass-throughs, and reciprocal or retaliatory tariffs.

*Figures may not foot due to rounding.

Both home comp store sales growth (as defined below) and apparel comp store sales growth (as defined below) generally performed in line with the overall comp store sales increase for fiscal 2025.

–Sales from our e-commerce sites (starting with the first quarter of fiscal 2026, we will no longer exclude sales from our e-commerce sites from comp store sales, which we do not expect to have a material impact on such figures).

We define constant currency basis as translating the current year’s results using the prior year’s exchange rates.

| | | | Fiscal 2025 | | | Fiscal 2024 | | | | | | | | |

The increase in SG&A ratio for fiscal 2025 was due to incremental store wage and payroll costs, partially offset by a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable and the year-over-year benefit from closing HomeGoods’ e-commerce business last year.

These rules did not have a material impact on our financial statements for fiscal 2025 and did not materially increase our global tax costs on our fiscal 2025 financial statements.

There were no significant changes to our effective income tax rate for fiscal 2025, compared to fiscal 2024.

Diluted earnings per share in fiscal 2025 were $4.26 compared to $3.86 in fiscal 2024, which included an estimated benefit of $0.10 per share from the 53rd week in fiscal 2024.

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

Geographically, comp store sales growth was positive across all regions.

| U.S. dollars in millions | | | February 1, 2025 | | | February 3, 2024 | | | | | | | | |

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

Geographically, comp store sales growth was strongest in the West and Midwest regions.

| U.S. dollars in millions | | | February 1, 2025 | | | February 3, 2024 | | | | | | | | |

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

The decrease for fiscal 2025 was primarily driven by incremental store wage and payroll costs, third-party supply chain exit costs this year, and the unfavorable year-over-year impact related to an insurance claim recovery last year.

| U.S. dollars in millions | | | February 1, 2025 | | | February 3, 2024 | | | | | | | | |

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

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

| Comp store sales | | | 4 | | % | 3 | | % | | | | | | |

| In millions | | | February 1, 2025 | | | February 3, 2024 | | | | | |

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

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

This was a 1.7 percentage point increase compared to 9.3% for fiscal 2023, which included a 0.4 percentage point charge related to the write-down of our minority investment in Familia.

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

For fiscal 2023 and fiscal 2024, we 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 COVID-related temporary store closures and government-mandated shopping restrictions during fiscal 2022.

Therefore, in fiscal 2023, we 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 consisted of U.S. stores only, which, for clarity, we referred to as U.S. comparable store sales (“U.S. comp store sales”), and were calculated against sales for the comparable period in fiscal 2022.

U.S. comp store sales were flat for fiscal 2023.

–Sales from our e-commerce sites

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.

Impairment on Equity Investment

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

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

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

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.

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

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

The excise tax on the net stock repurchase, Corporate AMT, or other provisions of the IRA did not have a material impact on our results of operations or financial position in fiscal 2024 or fiscal 2023.

The increase in the fiscal 2024 effective income tax rate is primarily due to an increase of nondeductible items and a reduction of excess tax benefits from share-based compensation.

Diluted earnings per share in fiscal 2024 were $3.86 compared to $2.97 in fiscal 2023.

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

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

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

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

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

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

The increase for fiscal 2024 was primarily driven by favorable supply chain costs and higher merchandise margin, partially offset by a prior year release of a COVID wage subsidy reserve, higher incentive compensation and administrative costs.

E-commerce sales were approximately 3% of TJX International’s net sales for both fiscal 2024 and fiscal 2023.

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.

The increase in general corporate expense for fiscal 2024 was primarily driven by higher incentive and share-based compensation costs and a contribution to TJX’s U.S. charitable foundation.

Additionally, fiscal 2024 included a $500 million debt repayment upon maturity.

The IRA levies a 1% excise tax on net stock repurchases after December 31, 2022.

Beginning on January 1, 2023, these purchases are subject to the excise tax.

The excise tax on the net stock repurchase portion of the IRA did not have a material impact on our results of operations or financial position in fiscal 2024 or fiscal 2023.

See Note K—Income Taxes of Notes to Consolidated Financial Statements for additional information.

We are exposed to foreign currency exchange rate risk on the translation of our foreign operations into the U.S. dollar and on purchases of goods in currencies that are not the local currencies [removed: of stores] where the goods are sold and on intercompany debt and interest payable between and among our domestic and international operations.

The analysis indicated a potential impact of approximately [removed: $105] [added: $112] million on our pre-tax income in fiscal [removed: 2024] [added: 2025] and approximately [removed: $104] [added: $105] million in fiscal [removed: 2023.][added: 2024.]

We have over [removed: 4,900] [added: 5,000] stores and six branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.

In this report, fiscal [removed: 2024] [added: 2025] means the [removed: 53-week] [added: 52-week] fiscal year ended February [removed: 3, 2024;] [added: 1, 2025;] fiscal [removed: 2023] [added: 2024] means the [removed: 52-week] [added: 53-week] fiscal year ended [removed: January 28, 2023] [added: February 3, 2024] and fiscal [removed: 2022] [added: 2023] means the 52-week fiscal year ended January [removed: 29, 2022.][added: 28, 2023.]

Fiscal [removed: 2025] [added: 2026] means the 52-week fiscal year ending [removed: February 1, 2025.][added: January 31, 2026.]

Unless otherwise indicated, all store information in this Item 1 is as of February [removed: 3, 2024,] [added: 1, 2025,] and references to store square footage are to gross square feet.

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

In addition to our four [removed: main] segments, we operate the Sierra business.

Our TJ Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of [removed: 2,516] [added: 2,563] stores.

Both chains sell family apparel (including [removed: footwear] [added: footwear), accessories (including beauty] and [removed: accessories),] [added: jewelry),] home fashions (including home basics, decorative accessories and [removed: giftware)] [added: giftware),] and other merchandise.

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

Sierra operates [removed: 95] [added: 117] retail stores in the U.S. and sierra.com.

[added: Our HomeGoods segment operates HomeGoods and Homesense chains in the U.S.] HomeGoods, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its [removed: 919] [added: 943] stores, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware, as well as expanded pet and gourmet food departments.

In 2017, we launched our Homesense chain in the U.S. Our [removed: 55] [added: 72] Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting, rugs, and an [removed: entertainment] [added: entertaining] marketplace.

Winners, acquired by TJX in 1990, operates [removed: 302] [added: 307] stores and is the leading off-price family apparel and home fashions retailer in Canada.

This chain operates [removed: 158] [added: 160] stores and offers an array of home decor, furniture, and seasonal home merchandise.

Marshalls, launched in Canada in 2011, operates [removed: 106] [added: 109] stores and offers off-price [added: family] apparel, footwear, and home fashions.

With [removed: 644] [added: 655] stores in Europe, TK Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.

Its [removed: 79] [added: 75] stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada.

The merchandise offering at TK Maxx in Australia's [removed: 80] [added: 84] stores is comparable to TJ Maxx.

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

Manufacturers, retailers and other vendors made up our expansive and changing universe of more than 21,000 vendors across the globe, including thousands of new vendors in [removed: 2023,] [added: fiscal 2025,] which provides us substantial and diversified access to merchandise.

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

We make [removed: pricing and] [added: pricing,] markdown [removed: decisions] and store inventory [removed: replenishment determinations] [added: decisions] centrally, using information provided by specialized computer systems designed to move inventory through our stores in a timely and disciplined manner.

Our advertising is generally focused on promoting our retail banners rather than individual products, [removed: including at times promoting multiple banners together,] which contributes to our advertising budget (as a percentage of sales) remaining low compared to many traditional retailers.

We believe we offer return policies that are [removed: customer-friendly.][added: customer friendly.]

We operate distribution centers encompassing approximately [removed: 31] [added: 30] million square feet in six countries.

The following table provides store growth information for our [removed: four major segments] [added: divisions] for the two most recently completed fiscal years, as well as our estimates of the long-term store growth potential of these [removed: segments] [added: divisions] in their current geographies:

| | | | Fiscal [removed: 2023] [added: 2024] | | | Fiscal [removed: 2024] [added: 2025] | | | | | | | | | | | |

| TJ Maxx | | | 27,000 | | | [removed: 1,299] [added: 1,319] | | | [removed: 1,319] [added: 1,333] | | | | | | | | |

| Marshalls | | | 28,000 | | | [removed: 1,183] [added: 1,197] | | | [removed: 1,197] [added: 1,230] | | | | | | | | |

| Total Marmaxx | | | | | | [removed: 2,482] [added: 2,516] | | | [removed: 2,516] [added: 2,563] | | | 3,000 | | | | | |

| HomeGoods | | | 23,000 | | | [removed: 894] [added: 919] | | | [removed: 919] [added: 943] | | | | | | | | |

| Homesense | | | 27,000 | | | [removed: 46] [added: 55] | | | [removed: 55] [added: 72] | | | | | | | | |

| Total HomeGoods | | | | | | [removed: 940] [added: 974] | | | [removed: 974] [added: 1,015] | | | [removed: 1,500] [added: 1,800] | | | | | |

| Winners | | | 27,000 | | | [removed: 297] [added: 302] | | | [removed: 302] [added: 307] | | | | | | | | |

| HomeSense | | | [removed: 23,000] [added: 24,000] | | | [removed: 151] [added: 158] | | | [removed: 158] [added: 160] | | | | | | | | |

| Marshalls | | | [removed: 26,000] [added: 27,000] | | | 106 | | | [removed: 106] [added: 109] | | | | | | | | |

| Total TJX Canada | | | | | | [removed: 554] [added: 566] | | | [removed: 566] [added: 576] | | | 650 | | | | | |

| TK Maxx (Europe) | | | 28,000 | | | [removed: 629] [added: 644] | | | [removed: 644] [added: 655] | | | | | | | | |

| Homesense (Europe) | | | 19,000 | | | [removed: 78] [added: 79] | | | [removed: 79] [added: 75] | | | | | | | | |

| TK Maxx (Australia) | | | 21,000 | | | [removed: 74] [added: 80] | | | [removed: 80] [added: 84] | | | | | | | | |

Collectively, these represent a small percentage of our product/merchandise mix.

| Sierra: | | | | | | | | | | | | | | | | | |

| Sierra | | | 21,000 | | | 95 | | | 117 | | | 325 | | | | | |

As a global company appealing to a broad customer demographic and with hundreds of thousands of Associates in several geographies, we recognize the importance of diversity to our Company’s culture.

We are committed to continuing to build and support an inclusive and diverse workplace.

| Peter Benjamin | | | 62 | | | Senior Executive Vice President, Group President since February 2025. President, Marmaxx from 2023 to February 2025. Executive Vice President, Chief Merchandising Officer, Marmaxx, from 2015 through 2022. Executive Vice President, Chief Operating Officer, Marmaxx, 2012 to 2015. Executive Vice President, Planning and Allocation, Marmaxx 2011 to 2012. Senior Vice President, Planning and Allocation, Marmaxx, 2004 to 2011. Various merchandising positions with TJX from 1990 to 2004. | | |

Our HomeGoods segment operates HomeGoods and Homesense chains.

(b)Includes 78 Sierra stores in fiscal 2023 and 95 Sierra stores for fiscal 2024.

Sierra stores are not included in estimated store potential.

We use leadership competency and cultural factors focused on inclusion-based values and behaviors in our Leadership Development Toolkit.

| Louise Greenlees | | | 61 | | | Senior Executive Vice President, Group President since June 2022. President, TJX Europe from January 2015 to June 2022. Managing Director, TJX Europe from January 2014 to January 2015. Group Buying Director, TJX Europe from April 2013 to January 2014. Homesense Managing Director, from December 2010 to April 2013. | | |

See Legal Contingencies in [Note N—Contingent Obligations, Contingencies, and [removed: Commitments](#i67af7a2c4a1e446e9556af6c068d7c0b_238)] [added: Commitments](#i888e981245634b06b4c016ee13d4f1a5_238)] of Notes to Consolidated Financial Statements for information on legal proceedings.

For the fiscal year ended February [removed: 3, 2024][added: 1, 2025]

The aggregate market value of the voting common stock held by non-affiliates of the registrant on [removed: July 29, 2023,] [added: August 3, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $99] [added: $128] billion based on the closing sale price as reported on the New York Stock Exchange.

There were [removed: 1,132,973,879] [added: 1,117,100,487] shares of the registrant’s common stock, $1.00 par value, outstanding as of March [removed: 22, 2024.][added: 21, 2025.]

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: 4, 2024] [added: 10, 2025] (Part III).

This Form 10-K and our [removed: 2023] [added: 2024] Annual Report to Shareholders contain “forward-looking statements”.

These forward-looking statements address various matters that we intend, expect or believe may occur in the future, including, among others, some of the statements in this Form 10-K under Item 1, “Business,” Item 1A, “Risk Factors,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” relating to, among other things: the [added: Company's anticipated operating and financial performance, business plans and prospects, investments, the] availability of merchandise, execution of our business model, payment of dividends, plans for future stock repurchases, future use and availability of cash and cash equivalents, expected capital expenditures, trends in demand for our products, the impact of foreign exchange rates, expectations with respect to future store openings, and the impact of fuel resources and supply chain on our inventory flow and financial [removed: performance.][added: performance and plans with respect to long-term indebtedness.]

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

We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-K and our [removed: 2023] [added: 2024] Annual Report to Shareholders.

Our forward-looking statements in this Form 10-K and our [removed: 2023] [added: 2024] Annual Report to Shareholders speak only as of the dates on which they are made, and we undertake no obligation to update or revise any of these statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

| [ITEM 1. [removed: Business](#i67af7a2c4a1e446e9556af6c068d7c0b_16)] [added: Business](#i888e981245634b06b4c016ee13d4f1a5_16)] | | | [removed: [5](#i67af7a2c4a1e446e9556af6c068d7c0b_16)] [added: [5](#i888e981245634b06b4c016ee13d4f1a5_16)] | | |

| [ITEM 1A. Risk [removed: Factors](#i67af7a2c4a1e446e9556af6c068d7c0b_19)] [added: Factors](#i888e981245634b06b4c016ee13d4f1a5_19)] | | | [removed: [11](#i67af7a2c4a1e446e9556af6c068d7c0b_19)] [added: [11](#i888e981245634b06b4c016ee13d4f1a5_19)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments](#i67af7a2c4a1e446e9556af6c068d7c0b_22)] [added: Comments](#i888e981245634b06b4c016ee13d4f1a5_22)] | | | [removed: [22](#i67af7a2c4a1e446e9556af6c068d7c0b_22)] [added: [23](#i888e981245634b06b4c016ee13d4f1a5_22)] | | |

| [ITEM 1C. [removed: Cybersecurity](#i67af7a2c4a1e446e9556af6c068d7c0b_1977)] [added: Cybersecurity](#i888e981245634b06b4c016ee13d4f1a5_25)] | | | [removed: [23](#i67af7a2c4a1e446e9556af6c068d7c0b_1977)] [added: [23](#i888e981245634b06b4c016ee13d4f1a5_25)] | | |

| [ITEM 2. [removed: Properties](#i67af7a2c4a1e446e9556af6c068d7c0b_25)] [added: Properties](#i888e981245634b06b4c016ee13d4f1a5_28)] | | | [removed: [24](#i67af7a2c4a1e446e9556af6c068d7c0b_25)] [added: [24](#i888e981245634b06b4c016ee13d4f1a5_28)] | | |

| [ITEM 3. Legal [removed: Proceedings](#i67af7a2c4a1e446e9556af6c068d7c0b_28)] [added: Proceedings](#i888e981245634b06b4c016ee13d4f1a5_31)] | | | [removed: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_28)] [added: [27](#i888e981245634b06b4c016ee13d4f1a5_31)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures](#i67af7a2c4a1e446e9556af6c068d7c0b_31)] [added: Disclosures](#i888e981245634b06b4c016ee13d4f1a5_34)] | | | [removed: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_31)] [added: [27](#i888e981245634b06b4c016ee13d4f1a5_34)] | | |

| [ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i67af7a2c4a1e446e9556af6c068d7c0b_37)] [added: Securities](#i888e981245634b06b4c016ee13d4f1a5_40)] | | | [removed: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_37)] [added: [27](#i888e981245634b06b4c016ee13d4f1a5_40)] | | |

| [ITEM 6. [removed: Reserved](#i67af7a2c4a1e446e9556af6c068d7c0b_40)] [added: Reserved](#i888e981245634b06b4c016ee13d4f1a5_43)] | | | [removed: [27](#i67af7a2c4a1e446e9556af6c068d7c0b_40)] [added: [27](#i888e981245634b06b4c016ee13d4f1a5_43)] | | |

| [ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of [removed: Operation](#i67af7a2c4a1e446e9556af6c068d7c0b_46)] [added: Operation](#i888e981245634b06b4c016ee13d4f1a5_46)] | | | [removed: [28](#i67af7a2c4a1e446e9556af6c068d7c0b_46)] [added: [28](#i888e981245634b06b4c016ee13d4f1a5_46)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosure about Market [removed: Risk](#i67af7a2c4a1e446e9556af6c068d7c0b_118)] [added: Risk](#i888e981245634b06b4c016ee13d4f1a5_118)] | | | [removed: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_118)] [added: [40](#i888e981245634b06b4c016ee13d4f1a5_118)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data](#i67af7a2c4a1e446e9556af6c068d7c0b_121)] [added: Data](#i888e981245634b06b4c016ee13d4f1a5_121)] | | | [removed: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_121)] [added: [40](#i888e981245634b06b4c016ee13d4f1a5_121)] | | |

| [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i67af7a2c4a1e446e9556af6c068d7c0b_124)] [added: Disclosure](#i888e981245634b06b4c016ee13d4f1a5_124)] | | | [removed: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_124)] [added: [40](#i888e981245634b06b4c016ee13d4f1a5_124)] | | |

| [ITEM 9A. Controls and [removed: Procedures](#i67af7a2c4a1e446e9556af6c068d7c0b_127)] [added: Procedures](#i888e981245634b06b4c016ee13d4f1a5_127)] | | | [removed: [40](#i67af7a2c4a1e446e9556af6c068d7c0b_127)] [added: [40](#i888e981245634b06b4c016ee13d4f1a5_127)] | | |

| [ITEM 9B. Other [removed: Information](#i67af7a2c4a1e446e9556af6c068d7c0b_130)] [added: Information](#i888e981245634b06b4c016ee13d4f1a5_130)] | | | [removed: [41](#i67af7a2c4a1e446e9556af6c068d7c0b_130)] [added: [41](#i888e981245634b06b4c016ee13d4f1a5_130)] | | |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i67af7a2c4a1e446e9556af6c068d7c0b_133)] [added: Inspections](#i888e981245634b06b4c016ee13d4f1a5_133)] | | | [removed: [41](#i67af7a2c4a1e446e9556af6c068d7c0b_130)] [added: [41](#i888e981245634b06b4c016ee13d4f1a5_130)] | | |

| [PART [removed: III](#i67af7a2c4a1e446e9556af6c068d7c0b_136)] [added: III](#i888e981245634b06b4c016ee13d4f1a5_136)] | | | | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance](#i67af7a2c4a1e446e9556af6c068d7c0b_139)] [added: Governance](#i888e981245634b06b4c016ee13d4f1a5_139)] | | | [removed: [41](#i67af7a2c4a1e446e9556af6c068d7c0b_139)] [added: [41](#i888e981245634b06b4c016ee13d4f1a5_139)] | | |

| [ITEM 11. Executive [removed: Compensation](#i67af7a2c4a1e446e9556af6c068d7c0b_142)] [added: Compensation](#i888e981245634b06b4c016ee13d4f1a5_142)] | | | [removed: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_142)] [added: [42](#i888e981245634b06b4c016ee13d4f1a5_142)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i67af7a2c4a1e446e9556af6c068d7c0b_145)] [added: Matters](#i888e981245634b06b4c016ee13d4f1a5_145)] | | | [removed: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_145)] [added: [42](#i888e981245634b06b4c016ee13d4f1a5_145)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i67af7a2c4a1e446e9556af6c068d7c0b_148)] [added: Independence](#i888e981245634b06b4c016ee13d4f1a5_148)] | | | [removed: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_148)] [added: [42](#i888e981245634b06b4c016ee13d4f1a5_148)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services](#i67af7a2c4a1e446e9556af6c068d7c0b_151)] [added: Services](#i888e981245634b06b4c016ee13d4f1a5_151)] | | | [removed: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_151)] [added: [42](#i888e981245634b06b4c016ee13d4f1a5_151)] | | |

| [PART [removed: IV](#i67af7a2c4a1e446e9556af6c068d7c0b_154)] [added: IV](#i888e981245634b06b4c016ee13d4f1a5_154)] | | | | | |

| [ITEM 15. Exhibits, Financial Statement [removed: Schedules](#i67af7a2c4a1e446e9556af6c068d7c0b_157)] [added: Schedules](#i888e981245634b06b4c016ee13d4f1a5_157)] | | | [removed: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_157)] [added: [42](#i888e981245634b06b4c016ee13d4f1a5_157)] | | |

| [ITEM 16. Form 10-K [removed: Summary](#i67af7a2c4a1e446e9556af6c068d7c0b_166)] [added: Summary](#i888e981245634b06b4c016ee13d4f1a5_166)] | | | [removed: [45](#i67af7a2c4a1e446e9556af6c068d7c0b_166)] [added: [45](#i888e981245634b06b4c016ee13d4f1a5_166)] | | |

| [removed: [SIGNATURES](#i67af7a2c4a1e446e9556af6c068d7c0b_169)] [added: [SIGNATURES](#i888e981245634b06b4c016ee13d4f1a5_169)] | | | [removed: [46](#i67af7a2c4a1e446e9556af6c068d7c0b_169)] [added: [46](#i888e981245634b06b4c016ee13d4f1a5_169)] | | |

| [PART I](#i888e981245634b06b4c016ee13d4f1a5_13) | | | | | |

| [PART II](#i888e981245634b06b4c016ee13d4f1a5_37) | | | | | |

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

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

This approach includes various assessment activities (e.g. threat actor emulation and penetration testing), tabletop exercises, security awareness and training activities [removed: (e.g.,] [added: (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.

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, [removed: IT Security,] [added: Cybersecurity,] Risk and Compliance, Privacy, Legal, and Audit.

Within our [removed: IT Security] [added: Cybersecurity] department, our Security Operations Center provides threat detection and incident response capabilities.

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 [removed: reputation”.][added: reputation.” in Item 1A in this Form 10-K.]

As discussed in Item 1A in this Form 10-K, despite our continuing efforts, our IT systems, as well as those of our suppliers, service providers and other third parties whose IT systems we utilize directly or indirectly, are targeted by attempts to access or obtain personal or other sensitive information, attempts at monetary theft and attempts to disrupt business.

These attempts continue to evolve and are becoming increasingly sophisticated (including through the use of artificial intelligence).

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

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.

in Item 1A in this Form 10-K.

Stores were operated in the following locations at the end of fiscal [removed: 2024.][added: 2025.]

| Alabama | | | [removed: 35] [added: 39] | | | — | | | 12 | | | [removed: 47] [added: 51] | | |

| Arizona | | | [removed: 40] [added: 42] | | | — | | | [removed: 17] [added: 18] | | | [removed: 57] [added: 60] | | |

| Colorado | | | 29 | | | [removed: 9] [added: 10] | | | 12 | | | [removed: 50] [added: 51] | | |

| Delaware | | | 9 | | | — | | | [removed: 6] [added: 7] | | | [removed: 15] [added: 16] | | |

| Indiana | | | [removed: 44] [added: 46] | | | [removed: 2] [added: 3] | | | [removed: 12] [added: 13] | | | [removed: 58] [added: 62] | | |

| Iowa | | | [removed: 19] [added: 20] | | | [removed: 1] [added: 3] | | | [removed: 6] [added: 7] | | | [removed: 26] [added: 30] | | |

| Kansas | | | 19 | | | [removed: 1] [added: 2] | | | 7 | | | [removed: 27] [added: 28] | | |

| Kentucky | | | [removed: 29] [added: 32] | | | [removed: 1] [added: 2] | | | 7 | | | [removed: 37] [added: 41] | | |

| Maine | | | [removed: 12] [added: 13] | | | 1 | | | 5 | | | [removed: 18] [added: 19] | | |

| Massachusetts | | | 108 | | | 3 | | | [removed: 40] [added: 41] | | | [removed: 151] [added: 152] | | |

| Mississippi | | | [removed: 19] [added: 20] | | | — | | | 6 | | | [removed: 25] [added: 26] | | |

| Montana | | | 6 | | | [removed: 1] [added: 2] | | | 2 | | | [removed: 9] [added: 10] | | |

| Nebraska | | | [removed: 10] [added: 11] | | | [removed: 1] [added: 2] | | | 6 | | | [removed: 17] [added: 19] | | |

| Nevada | | | [removed: 21] [added: 22] | | | 1 | | | 7 | | | [removed: 29] [added: 30] | | |

| New Hampshire | | | 28 | | | [removed: 5] [added: 6] | | | 15 | | | [removed: 48] [added: 49] | | |

| New Mexico | | | [removed: 10] [added: 12] | | | 1 | | | [removed: 3] [added: 4] | | | [removed: 14] [added: 17] | | |

| New York | | | 169 | | | [removed: 6] [added: 8] | | | [removed: 65] [added: 66] | | | [removed: 240] [added: 243] | | |

| North Carolina | | | [removed: 70] [added: 71] | | | — | | | [removed: 26] [added: 32] | | | [removed: 96] [added: 103] | | |

| North Dakota | | | 6 | | | [removed: 1] [added: 2] | | | [removed: 2] [added: 4] | | | [removed: 9] [added: 12] | | |

| Oklahoma | | | [removed: 20] [added: 21] | | | — | | | 6 | | | [removed: 26] [added: 27] | | |

| Oregon | | | [removed: 27] [added: 28] | | | 3 | | | 10 | | | [removed: 40] [added: 41] | | |

| Puerto Rico | | | [removed: 29] [added: 31] | | | — | | | 6 | | | [removed: 35] [added: 37] | | |

| South Carolina | | | 36 | | | [removed: —] [added: 2] | | | [removed: 14] [added: 17] | | | [removed: 50] [added: 55] | | |

| South Dakota | | | [removed: 5] [added: 6] | | | — | | | 1 | | | [removed: 6] [added: 7] | | |

| Tennessee | | | [removed: 53] [added: 55] | | | — | | | [removed: 17] [added: 19] | | | [removed: 70] [added: 74] | | |

| Vermont | | | [removed: 8] [added: 9] | | | 1 | | | 1 | | | [removed: 10] [added: 11] | | |

| Washington | | | [removed: 42] [added: 43] | | | 2 | | | 19 | | | [removed: 63] [added: 64] | | |

| Wisconsin | | | [removed: 43] [added: 45] | | | [removed: 7] [added: 9] | | | [removed: 17] [added: 18] | | | [removed: 67] [added: 72] | | |

| [removed: Total Stores] [added: Total stores] | | | [removed: 2,516] [added: 84] | | | [removed: 95] | | | [removed: 974] | | | [removed: 3,585] | | | [added: | | | | | |]

| Alberta | | | [removed: 43] [added: 44] | | | [removed: 21] [added: 22] | | | [removed: 17] [added: 19] | | | [removed: 81] [added: 85] | | |

| Quebec | | | [removed: 55] [added: 57] | | | 22 | | | 15 | | | [removed: 92] [added: 94] | | |

| United Kingdom | | | 355 | | | [removed: 77] [added: 73] | | | [removed: 432] [added: 428] | | |

| Austria | | | [removed: 19] [added: 21] | | | — | | | [removed: 19] [added: 21] | | |

| The Netherlands | | | [removed: 16] [added: 17] | | | — | | | [removed: 16] [added: 17] | | |

| New South Wales | | | [removed: 24] [added: 26] | | | | | | | | | | | | | | | | | |

| Victoria | | | [removed: 20] [added: 21] | | | | | | | | | | | | | | | | | |

| South Australia | | | [removed: 4] [added: 5] | | | | | | | | | | | | | | | | | |

| [removed: Total Stores | | | 80 | | | | | |] [added: Total stores] | | | [added: 655] | | | [added: 75] | | | [added: 730] | | |

The following is a summary of our primary owned and leased distribution and fulfillment centers as of February [removed: 3, 2024.][added: 1, 2025.]

| California | | | 273 | | | — | | | 104 | | | 377 | | |

| Florida | | | 208 | | | — | | | 92 | | | 300 | | |

| Georgia | | | 95 | | | 1 | | | 34 | | | 130 | | |

| Illinois | | | 100 | | | 9 | | | 36 | | | 145 | | |

| Michigan | | | 76 | | | 7 | | | 23 | | | 106 | | |

| Pennsylvania | | | 103 | | | 4 | | | 38 | | | 145 | | |

| Texas | | | 179 | | | — | | | 81 | | | 260 | | |

| Total stores | | | 2,563 | | | 117 | | | 1,015 | | | 3,695 | | |

| Ontario | | | 129 | | | 73 | | | 50 | | | 252 | | |

| Total stores | | | 307 | | | 160 | | | 109 | | | 576 | | |

| Germany | | | 182 | | | — | | | 182 | | |

| California | | | 271 | | | — | | | 100 | | | 371 | | |

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

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

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

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

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

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

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

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

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

| Total Stores | | | 644 | | | 79 | | | 723 | | |

The approximate number of common shareholders of record at February [removed: 3, 2024] [added: 1, 2025] was [removed: 1,865.][added: 1,800.]

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal [removed: 2024] [added: 2025] and the average price paid per share are as follows:

(c)In February [removed: 2024,] [added: 2025,] we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional $2.5 billion of our common stock from time to time.

Under this program and previously announced programs, we had approximately [removed: $3.5] [added: $3.6] billion available for repurchase as of February [removed: 3, 2024.][added: 1, 2025.]

| November 3, 2024 through November 30, 2024 | | | 1,219,600 | | | $ | 120.61 | | 1,219,600 | | | $ | 1,757,203,298 | |

| December 1, 2024 through January 4, 2025 | | | 3,208,279 | | | $ | 124.30 | | 3,208,279 | | | $ | 1,358,406,178 | |

| January 5, 2025 through February 1, 2025 | | | 2,513,564 | | | $ | 121.98 | | 2,513,564 | | | $ | 3,551,805,664 | |

| Total | | | 6,941,443 | | | | | | 6,941,443 | | | | | |

| 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.

The information required by this Item may be found on pages [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_175)[1](#i67af7a2c4a1e446e9556af6c068d7c0b_175)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_175)[1](#i888e981245634b06b4c016ee13d4f1a5_175)] through [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_241)[35](#i67af7a2c4a1e446e9556af6c068d7c0b_241)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_241)[36](#i888e981245634b06b4c016ee13d4f1a5_241)] of this annual report on Form 10-K.

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the [added: Securities] Exchange [removed: Act,] [added: Act of 1934,] as [added: amended (the “Exchange Act”), as] of the end of the period covered by this report pursuant to Rules 13a-15 and 15d-15 of the Exchange Act.

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: 2024] [added: 2025] identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February [removed: 3, 2024] [added: 1, 2025] based on criteria established in *Internal Control—Integrated Framework 2013* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that evaluation, management concluded that its internal control over financial reporting was effective as of February [removed: 3, 2024.][added: 1, 2025.]

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the [removed: consolidated financial statements] [added: Consolidated Financial Statements] contained herein, has audited the effectiveness of our internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] and has issued an attestation report on the effectiveness of our internal controls over financial reporting included herein.

During the fiscal quarter ended February [removed: 3, 2024,] [added: 1, 2025,] 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 [added: are] defined in Item 408(a) of Regulation [removed: S-K.][added: S-K under the Exchange Act.]

TJX will file with the Securities and Exchange Commission (SEC) a definitive proxy statement no later than 120 days after the close of its fiscal year ended February [removed: 3, 2024] [added: 1, 2025] (“Proxy Statement”).

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

In addition to our Global Code of Conduct, TJX has a Code of Ethics for TJX Executives governing its Executive Chairman, Chief Executive Officer and President, Chief Financial Officer, Principal Accounting Officer and other senior [removed: operating, financial] [added: operating] and [removed: legal] [added: financial] executives.

TJX also has a [removed: Directors] [added: Director] Code of Business Conduct [removed: and] [added: &] Ethics which promotes honest and ethical conduct, compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest.

We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX Executives or the [removed: Directors] [added: Director] Code of Business Conduct and Ethics within four business days of the waiver or amendment through a website posting or by filing a Current Report on Form 8-K with the SEC.

TJX has an insider trading policy which governs the purchase, sale, and/or other dispositions of its securities by TJX and its officers, directors, Associates, and other covered persons.

TJX believes its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the New York Stock Exchange listing standards applicable to TJX.

A copy of TJX's Insider Trading Policy and its Pre-Clearance Trading Policy are filed as Exhibit 19.1 and Exhibit 19.2, respectively, to this Annual Report on Form 10-K.

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

| [removed: Fiscal] [added: Fiscal] Year Ended February 3, [removed: 2024] [added: 2024] | | | [removed: $] [added: $] | [removed: 148] [added: 148] | | [removed: $] [added: $] | [removed: 5,802] [added: 5,802] | | [removed: $] [added: $] | [removed: 5,800] [added: 5,800] | | [removed: $] [added: $] | [removed: 150] [added: 150] | |

| 3(ii).1 | | | [By-laws [removed: of TJX,] as [removed: amended](https://www.sec.gov/Archives/edgar/data/109198/000119312518031707/d527262dex31.htm)] [added: amended and restated through September 18, 2024](https://www.sec.gov/Archives/edgar/data/109198/000010919824000052/exhibit31by-lawsasamendeda.htm)] | | | 8-K | | | 3.1 | | | [removed: 2/5/2018] [added: 9/23/2024] | | |

| [removed: 10.05] [added: 10.06] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*](https://www.sec.gov/Archives/edgar/data/109198/000162828018014818/tjx-20181103xex104.htm) | | | 10-Q | | | 10.4 | | | 12/4/2018 | | |

| [removed: 10.06] [added: 10.07] | | | [The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1005.htm)* | | | 10-K | | | 10.05 | | | 4/3/2019 | | |

| [removed: 10.07] [added: 10.08] | | | [The Amendment to the Employment Agreement between Ernie Herrman and TJX effective as of January 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1007.htm) | | | 10-K | | | 10.07 | | | 3/30/2022 | | |

| [removed: 10.08] [added: 10.10] | | | [The Employment Agreement dated February 2, 2018 between [removed: Scott Goldenberg] [added: Kenneth Canestrari] and [removed: TJX*](https://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 | | |

| [removed: 10.09] [added: 10.11] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between [removed: Scott Goldenberg] [added: Kenneth Canestrari] and [removed: TJX*](https://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 | | |

| [removed: 10.10] [added: 10.12] | | | [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 | | |

| [removed: 10.11] [added: 10.13] | | | [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 | | |

| [removed: 10.12] [added: 10.16] | | | [The [added: Offer] Letter Agreement dated February 2, 2024 between [removed: Scott Goldenberg] [added: John Klinger] and [removed: TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1012.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)] | | | [added: 10-K] | | | [added: 10.19] | | | [added: 4/3/2024] | | |

| [removed: 10.13] [added: 10.18] | | | [The Employment Agreement dated [removed: February 2,] [added: January 16,] 2018 between [removed: Kenneth Canestrari] [added: Douglas Mizzi] and [removed: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex106.htm)] [added: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm)] | | | 10-K | | | [removed: 10.6] [added: 10.7] | | | 4/4/2018 | | |

| [removed: 10.14] [added: 10.19] | | | [The Executive Severance Plan Participation Agreement dated September 27, 2018 between [removed: Kenneth Canestrari] [added: Douglas Mizzi] and [removed: TJX*](https://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: 10.15] [added: 10.14] | | | [The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February [removed: 13, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1016.htm)] [added: 2, 2024](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1017.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1017.htm)] | | | 10-K | | | [removed: 10.16] [added: 10.17] | | | [removed: 4/3/2019] [added: 4/3/2024] | | |

| [removed: 10.16] [added: 10.21] | | | [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: 10.17] [added: 10.22] | | | [The Amendment to the Employment Agreement between [removed: Kenneth Canestrari] [added: Douglas Mizzi] and TJX effective as of February 2, [removed: 2024, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1017.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1025.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1025.htm)] | | | [added: 10-K] | | | [added: 10.25] | | | [added: 4/3/2024] | | |

| [removed: 10.18] [added: 10.15] | | | [The Executive Severance and Change of Control Plan effective September 19, [removed: 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)] [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)] | | | [added: 10-K] | | | [added: 10.18] | | | [added: 4/3/2024] | | |

| [removed: 10.19] [added: 10.05] | | | [The [removed: Offer] Letter Agreement [removed: 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] [added: dated January 31, 2025 between Carol Meyrowitz] and [removed: 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)] [added: TJX, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit1005.htm)] | | | | | | | | | | | |

| [removed: 10.20] [added: 10.17] | | | [The Obligations Agreement dated November 14, 2022 between John Klinger and TJX*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex106.htm) | | | 10-Q | | | 10.6 | | | 11/29/2022 | | |

| [removed: 10.21] [added: 10.20] | | | [The [added: Amendment to the] Employment Agreement [removed: dated January 16, 2018] between Douglas Mizzi and [removed: TJX*](https://www.sec.gov/Archives/edgar/data/109198/000119312518107423/d518812dex107.htm)] [added: TJX effective as of February 13, 2019*](https://www.sec.gov/Archives/edgar/data/109198/000162828019003834/tjx-10kx20190202exhibit1019.htm)] | | | 10-K | | | [removed: 10.7] [added: 10.19] | | | [removed: 4/4/2018] [added: 4/3/2019] | | |

| [removed: 10.25] [added: 10.09] | | | [The [removed: Amendment to the Employment] [added: Letter] Agreement [added: dated January 31, 2025] between [removed: Douglas Mizzi] [added: Ernie Herrman] and [removed: TJX effective as of February 2, 2024,] [added: TJX,] filed [removed: herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1025.htm)] [added: herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit1009.htm)] | | | | | | | | | | | |

| [removed: 10.26] [added: 10.23] | | | [The Stock Incentive Plan (2022 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000041/tjx-20220730xex101.htm) | | | 10-Q | | | 10.1 | | | 8/26/2022 | | |

| [removed: 10.27] [added: 10.24] | | | [The Stock Incentive Plan Rules for U.K. Employees, effective as of September 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex103.htm) | | | 10-Q | | | 10.3 | | | 11/29/2022 | | |

| [removed: 10.28] [added: 10.25] | | | [The Form of Non-Qualified Stock Option [removed: Certificate] [added: Terms and Conditions] granted under the Stock Incentive Plan as of September [removed: 10, 2014*](https://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex104.htm)] [added: 17, 2015*](https://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm)] | | | 10-Q | | | [removed: 10.4] [added: 10.2] | | | [removed: 12/2/2014] [added: 12/1/2015] | | |

| [removed: 10.29] [added: 10.26] | | | [The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September [removed: 10, 2014*](https://www.sec.gov/Archives/edgar/data/109198/000119312514430808/d810740dex105.htm)] [added: 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex102.htm)] | | | 10-Q | | | [removed: 10.5] [added: 10.2] | | | [removed: 12/2/2014] [added: 11/29/2022] | | |

| 10.30 | | | [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*](https://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] | | |

| 10.31 | | | [The Form of [removed: Non-Qualified] [added: Deferred] Stock [removed: Option Terms and Conditions] [added: Award for Directors] granted under the Stock Incentive Plan as of [removed: September 17, 2015*](https://www.sec.gov/Archives/edgar/data/109198/000119312515391899/d60764dex102.htm)] [added: June 7, 2016*](https://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm)] | | | 10-Q | | | 10.2 | | | [removed: 12/1/2015] [added: 8/26/2016] | | |

| [removed: 10.32] [added: 10.28] | | | [The Form of [removed: Non-Qualified Stock Option Terms and Conditions] [added: Performance Share Unit Award] granted under the Stock Incentive Plan as of [removed: September 19, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000044/tjx-20221029xex102.htm)] [added: March 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex102.htm)] | | | 10-Q | | | 10.2 | | | [removed: 11/29/2022] [added: 5/27/2022] | | |

| [removed: 10.33] [added: 10.27] | | | [The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman*](https://www.sec.gov/Archives/edgar/data/109198/000119312516521424/d110852dex1019.htm) | | | 10-K | | | 10.19 | | | 3/29/2016 | | |

| [removed: 10.34] [added: 10.29] | | | [The Form of [removed: Performance Share] [added: Restricted Stock] Unit Award granted under the Stock Incentive Plan as of March [removed: 29, 2021*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000019/tjx-20210501xex101.htm)] [added: 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex103.htm)] | | | 10-Q | | | [removed: 10.1] [added: 10.3] | | | [removed: 5/28/2021] [added: 5/27/2022] | | |

| [removed: 10.35] [added: 10.32] | | | [The Form of [removed: Restricted] [added: Deferred] Stock [removed: Unit] Award [added: for Directors] granted under the Stock Incentive Plan as of [removed: March 29, 2021*](https://www.sec.gov/Archives/edgar/data/109198/000010919821000019/tjx-20210501xex102.htm)] [added: January 1, 2024*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000060/tjx-20231028xex101.htm)] | | | 10-Q | | | [removed: 10.2] [added: 10.1] | | | [removed: 5/28/2021] [added: 11/29/2023] | | |

| [removed: 10.41] [added: 10.33] | | | [The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000119312513138497/d472940dex1022.htm) | | | 10-K | | | 10.22 | | | 4/2/2013 | | |

| [removed: 10.42] [added: 10.34] | | | [The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999*](https://www.sec.gov/Archives/edgar/data/109198/0000950135-99-002215.txt) | | | 10-K | | | 10.9 | | | 4/29/1999 | | |

| [removed: 10.43] [added: 10.35] | | | [The Second Amendment to the GDCP, effective January 1, 2000*](https://www.sec.gov/Archives/edgar/data/109198/000095013500002394/0000950135-00-002394.txt) | | | 10-K | | | 10.10 | | | 4/28/2000 | | |

| [removed: 10.44] [added: 10.36] | | | [The Third and Fourth Amendments to the GDCP*](https://www.sec.gov/Archives/edgar/data/109198/000095013506001903/b58738tjexv10w17.txt) | | | 10-K | | | 10.17 | | | 3/29/2006 | | |

| [removed: 10.45] [added: 10.37] | | | [The Fifth Amendment to the GDCP, effective January 1, 2008*](https://www.sec.gov/Archives/edgar/data/109198/000095013509002399/b73492tjexv10w17.htm) | | | 10-K | | | 10.17 | | | 3/31/2009 | | |

| [removed: 10.46] [added: 10.38] | | | [The Supplemental Executive Retirement Plan (2015 Restatement)*](https://www.sec.gov/Archives/edgar/data/109198/000119312515206466/d928268dex103.htm) | | | 10-Q | | | 10.3 | | | 5/29/2015 | | |

| [removed: 10.47] [added: 10.39] | | | [The Executive Savings Plan (As Amended and Restated, Effective [removed: January](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1046.htm) [1,] [added: January 1,] 2022) (the ESP)*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000008/tjx-20220129exhibit1046.htm) | | | 10.K | | | 10.46 | | | 3/30/2022 | | |

| [removed: 10.48] [added: 10.40] | | | [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 | | |

| [removed: 10.49] [added: 10.41] | | | [The Second Amendment to the Executive Savings Plan, effective January 1, [removed: 2024, filed herewith*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1049.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1049.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919824000014/tjx-20240203xexhibit1049.htm)] | | | [added: 10-K] | | | [added: 10.49] | | | [added: 4/3/2024] | | |

| [removed: 10.50] [added: 10.42] | | | [The Trust Agreement for Executive Savings Plan dated as of January 20, 2023 between TJX and Fidelity Management Trust [removed: Company](https://www.sec.gov/Archives/edgar/data/109198/000010919823000004/tjx-20230128exhibit1055.htm)[*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000004/tjx-20230128exhibit1055.htm)] [added: Company*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000004/tjx-20230128exhibit1055.htm)] | | | 10-K | | | 10.55 | | | 3/29/2023 | | |

| Fiscal Year Ended February 1, 2025 | | | $ | 150 | | $ | 5,700 | | $ | 5,699 | | $ | 151 | |

| 19.1 | | | [Insider Trading Policy, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit191.htm) | | | | | | | | | | | |

| 19.2 | | | [Pre-clearance Trading Policy, filed herewith](https://www.sec.gov/Archives/edgar/data/109198/000010919825000010/tjx-20250201xexhibit192.htm) | | | | | | | | | | | |

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

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

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

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

| 10.36 | | | [The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 28, 2022*](https://www.sec.gov/Archives/edgar/data/109198/000010919822000029/tjx-20220430xex102.htm) | | | 10-Q | | | 10.2 | | | 5/27/2022 | | |

| 10.37 | | | [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 | | |

| 10.38 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*](https://www.sec.gov/Archives/edgar/data/109198/000119312515114276/d855793dex1020.htm) | | | 10-K | | | 10.20 | | | 3/31/2015 | | |

| 10.39 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016*](https://www.sec.gov/Archives/edgar/data/109198/000119312516693604/d67632dex102.htm) | | | 10-Q | | | 10.2 | | | 8/26/2016 | | |

| 10.40 | | | [The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of January 1, 2024*](https://www.sec.gov/Archives/edgar/data/109198/000010919823000060/tjx-20231028xex101.htm) | | | 10-Q | | | 10.1 | | | 11/29/2023 | | |

| Dated: | | | April [removed: 3, 2024] [added: 2, 2025] | | | | | | | | | | | | | | | John Klinger, Chief Financial Officer | | |

| Dated: | | | April [removed: 3, 2024] [added: 2, 2025] | | | | | | John Klinger, as attorney-in-fact | | |

For Fiscal Years Ended February [added: 1, 2025, February] 3, [removed: 2024, January 28, 2023] [added: 2024] and January [removed: 29, 2022.][added: 28, 2023.]

| [Report of Independent Registered Public Accounting [removed: Firm](#i67af7a2c4a1e446e9556af6c068d7c0b_178)] [added: Firm](#i888e981245634b06b4c016ee13d4f1a5_178)] (PCAOB ID 238) | | | [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_178)[2](#i67af7a2c4a1e446e9556af6c068d7c0b_178)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_178)[2](#i888e981245634b06b4c016ee13d4f1a5_178)] | | |

| [Consolidated Statements of [removed: Income](#i67af7a2c4a1e446e9556af6c068d7c0b_181)] [added: Income](#i888e981245634b06b4c016ee13d4f1a5_181)] | | | [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_181)[4](#i67af7a2c4a1e446e9556af6c068d7c0b_181)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_181)[4](#i888e981245634b06b4c016ee13d4f1a5_181)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i67af7a2c4a1e446e9556af6c068d7c0b_184)] [added: Income](#i888e981245634b06b4c016ee13d4f1a5_184)] | | | [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_184)[5](#i67af7a2c4a1e446e9556af6c068d7c0b_184)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_184)[5](#i888e981245634b06b4c016ee13d4f1a5_184)] | | |

| [Consolidated Balance [removed: Sheets](#i67af7a2c4a1e446e9556af6c068d7c0b_187)] [added: Sheets](#i888e981245634b06b4c016ee13d4f1a5_187)] | | | [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_187)[6](#i67af7a2c4a1e446e9556af6c068d7c0b_187)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_187)[6](#i888e981245634b06b4c016ee13d4f1a5_187)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i67af7a2c4a1e446e9556af6c068d7c0b_190)] [added: Flows](#i888e981245634b06b4c016ee13d4f1a5_190)] | | | [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_190)[7](#i67af7a2c4a1e446e9556af6c068d7c0b_190)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_190)[7](#i888e981245634b06b4c016ee13d4f1a5_190)] | | |

| [Consolidated Statements of Shareholders’ [removed: Equity](#i67af7a2c4a1e446e9556af6c068d7c0b_193)] [added: Equity](#i888e981245634b06b4c016ee13d4f1a5_193)] | | | [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_193)[8](#i67af7a2c4a1e446e9556af6c068d7c0b_193)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_193)[8](#i888e981245634b06b4c016ee13d4f1a5_193)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i67af7a2c4a1e446e9556af6c068d7c0b_196)] [added: Statements](#i888e981245634b06b4c016ee13d4f1a5_196)] | | | [removed: [F-](#i67af7a2c4a1e446e9556af6c068d7c0b_196)[9](#i67af7a2c4a1e446e9556af6c068d7c0b_196)] [added: [F-](#i888e981245634b06b4c016ee13d4f1a5_196)[9](#i888e981245634b06b4c016ee13d4f1a5_196)] | | |

| [Schedule II – Valuation and Qualifying [removed: Accounts](#i67af7a2c4a1e446e9556af6c068d7c0b_160)] [added: Accounts](#i888e981245634b06b4c016ee13d4f1a5_160)] | | | [removed: [42](#i67af7a2c4a1e446e9556af6c068d7c0b_160)] [added: [42](#i888e981245634b06b4c016ee13d4f1a5_160)] | | |

We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the “Company”) as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] 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 February [removed: 3, 2024,] [added: 1, 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February [removed: 3, 2024] [added: 1, 2025] appearing under Item 15(a) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended February [removed: 3, 2024] [added: 1, 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of [removed: $1.5] [added: $1.6] billion for the year ended February [removed: 3, 2024] [added: 1, 2025] and has a deferred tax [removed: asset] [added: liability] net of deferred tax [removed: liability] [added: assets] of [removed: $24] [added: $8] million, including a valuation allowance of [removed: $63] [added: $51] million, as of February [removed: 3, 2024.][added: 1, 2025.]

These procedures also included, among others, testing the provision for income taxes, including the rate reconciliation, current and deferred tax provision, and the application of [removed: foreign and domestic] tax laws and regulations.

| | | | February [removed: 3, 2024] [added: 1, 2025] | | | [removed: January 28, 2023] [added: February 3, 2024] | | | January [removed: 29, 2022] [added: 28, 2023] | | |

| | | | [removed: (53 weeks)] | | | [added: (53 weeks)] | | | | | |

| Net sales | | | $ | [removed: 54,217] [added: 56,360] | | $ | [removed: 49,936] [added: 54,217] | | $ | [removed: 48,550] [added: 49,936] | |

| Cost of sales, including buying and occupancy costs | | | [removed: 37,951] [added: 39,112] | | | [removed: 36,149] [added: 37,951] | | | [removed: 34,714] [added: 36,149] | | |

| Selling, general and administrative expenses | | | [removed: 10,469] [added: 10,946] | | | [removed: 8,927] [added: 10,469] | | | [removed: 9,081] [added: 8,927] | | |

| Impairment on equity investment | | | — | | | [removed: 218] [added: —] | | | [removed: —] [added: 218] | | |

| Interest (income) expense, net | | | [removed: (170)] [added: (181)] | | | [removed: 6] [added: (170)] | | | [removed: 115] [added: 6] | | |

| Income before income taxes | | | [removed: 5,967] [added: 6,483] | | | [removed: 4,636] [added: 5,967] | | | [removed: 4,398] [added: 4,636] | | |

| Provision for income taxes | | | [removed: 1,493] [added: 1,619] | | | [removed: 1,138] [added: 1,493] | | | [removed: 1,115] [added: 1,138] | | |

| Net income | | | $ | [removed: 4,474] [added: 4,864] | | $ | [removed: 3,498] [added: 4,474] | | $ | [removed: 3,283] [added: 3,498] | |

| Basic earnings per share | | | $ | [removed: 3.90] [added: 4.31] | | $ | [removed: 3.00] [added: 3.90] | | $ | [removed: 2.74] [added: 3.00] | |

| Weighted average common shares – basic | | | [removed: 1,146] [added: 1,128] | | | [removed: 1,166] [added: 1,146] | | | [removed: 1,200] [added: 1,166] | | |

| Diluted earnings per share | | | $ | [removed: 3.86] [added: 4.26] | | $ | [removed: 2.97] [added: 3.86] | | $ | [removed: 2.70] [added: 2.97] | |

| Weighted average common shares – diluted | | | [removed: 1,159] [added: 1,142] | | | [removed: 1,178] [added: 1,159] | | | [removed: 1,216] [added: 1,178] | | |

| Additions to other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax: | | | | | | | | | | | |

| Foreign currency translation adjustments, net of related tax benefits of [added: $8,] $1 and $7 in fiscal [added: 2025,] 2024 and 2023, respectively [removed: and tax provision of $0.2 in fiscal 2022] | | | [removed: 30] [added: (105)] | | | [removed: (56)] [added: 30] | | | [removed: (45)] [added: (56)] | | |

| Recognition of net gains/(losses) on benefit obligations, net of related tax provisions of [added: $10,] $16 and $41 in fiscal [added: 2025,] 2024 and 2023, respectively [removed: and tax benefit of $18 in fiscal 2022] | | | [removed: 43] [added: 27] | | | [removed: 121] [added: 43] | | | [removed: (48)] [added: 121] | | |

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

| Amortization of prior service cost and deferred gains, net of related tax [added: benefit of $1 in fiscal 2025 and tax] provisions of [removed: $1, $6] [added: $1] and [removed: $5] [added: $6] in fiscal [removed: 2024, 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | 1 | | | [removed: 16] [added: 1] | | | [removed: 13] [added: 16] | | |

| Other comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | [removed: 74] [added: (77)] | | | [removed: 81] [added: 74] | | | [removed: (80)] [added: 81] | | |

| Total comprehensive income | | | $ | [removed: 4,548] [added: 4,787] | | $ | [removed: 3,579] [added: 4,548] | | $ | [removed: 3,203] [added: 3,579] | |