TJX Companies Annual Report 2024

FY2024 Annual Report · TJX Companies
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THE TJX COMPANIES,INC.
2024 ANNUAL REPORT


2024 was another great year for TJX! We are so proud of the excellent execution of our teams across
the organization that led to another year of terriﬁ c top- and bottom-line growth. Throughout our 48-
year history, our commitment to our mission to deliver great value to our customers every day
has never wavered. We are convinced that we gained market share in every geography we operate
in this year as our excellent values and entertaining, treasure-hunt shopping experience continued to
appeal to a wide range of fashion- and value-conscious consumers. Our long track record of successful
growth through many kinds of retail and economic environments demonstrates the ﬂexibility, strength,
and resiliency of our off-price business model and gives us conﬁdence as we look ahead. We believe
our value proposition of brand, fashion, price, and quality is as strong as ever.
Associate Recognition
It is our Associates who bring our business to life every day for our shoppers, and we are sincerely
grateful for their continued commitment to TJX and our customers. Our success in 2024 is a direct
result of our talented Associates and their hard work and dedication to our Company.
2024 Business Review
In 2024, total annual sales surpassed $56 billion and we opened our 5,000th store, a great milestone
for our Company! Overall comparable store sales growth of 4%, a signiﬁcant increase in proﬁtability,
and double-digit growth in diluted earnings per share all exceeded our expectations for the year.
Further, we were very pleased with the remarkable consistency of our sales performance at each of our
divisions. We see this as a testament to the appeal of our outstanding value proposition and our ability
to successfully operate our off-price business model in our geographies around the world. Overall
proﬁtability grew meaningfully with net income increasing to $4.9 billion and pretax proﬁ t margin
reaching 11.5%. Diluted earnings per share were $4.26, up 10% over $3.86 in the 53-week Fiscal
2024 year. Fiscal 2025 diluted earnings per share increased 13% over last year’s adjusted diluted
earnings per share of $3.76.1  We are extremely pleased with our strong results in 2024 and see great
potential to further grow our business and increase our market share in the U.S. and internationally
over the long term.
For the full year, every division delivered comp store sales growth of 4% or above. This growth
was entirely driven by an increase in customer transactions, which we see as a terriﬁ c indicator of the
strength of our business.
At Marmaxx, our largest division, annual sales surpassed $34 billion and comparable store sales
increased 4%, with growth in both our apparel and home categories. Sierra, which is reported with
TJ Maxx and Marshalls within this division, delivered strong sales growth and accelerated its pace of
store openings across the U.S. in 2024. Marmaxx’s segment proﬁ t margin increased to a very strong
14.1% for the year.
HomeGoods, which includes HomeGoods and Homesense in the U.S., opened its 1,000th store this
year! Annual sales surpassed $9 billion and comparable store sales grew 4%. Full year segment proﬁ t
exceeded $1 billion for the ﬁrst time and segment proﬁ t margin returned to double digits, increasing
to 10.9%.
TJX Canada, which includes Winners, HomeSense, and Marshalls in Canada, delivered over $5
billion in annual sales. This division drove 5% growth in comparable store sales, with strength across
all three of its Canadian banners. Full year segment proﬁ t margin decreased versus last year due to a
few speciﬁc non-recurring items but remained strong at 13.5%.
TO OUR FELLOW SHAREHOLDERS:
1

At TJX International, which includes TK Maxx and Homesense in Europe and TK Maxx in Australia,
annual sales exceeded $7 billion and comparable store sales increased 4%. We saw strength across
each of our European geographies and had outstanding sales performance in Australia. Segment
proﬁt margin increased signiﬁcantly to 5.9% for the year.
As to our e-commerce sites in the U.S. and Europe, we were very pleased with the sales performance
we saw during the year. We added new categories and brands to each of our sites in 2024 and plan to
continue to look for ways to further enhance the online shopping experience going forward.
Throughout the year our teams successfully worked together as “One TJX” leveraging our global
buying presence, strong vendor relationships, and distribution and operational ﬂexibility to take
advantage of the phenomenal availability in the marketplace and deliver great values to our shoppers
every day. With over 1,300 world-class buyers sourcing from an ever-changing universe of more
than 21,000 vendors and from over 100 countries, we are positioned to buy close to need from
around the world and react quickly to changes in consumer preferences. Our banners were gift-giving
destinations during the holiday season, and we see year-round gifting as a promising opportunity to
further drive sales and trafﬁc to our stores and online throughout the year.
We want to sell to everybody. With our opportunistic buying, we can offer an eclectic mix of good,
better, and best brands for shoppers across a broad range of income and age demographics. We
continued to attract younger customers to our stores, which we believe bodes well for our future
growth. Our treasure-hunt shopping experience and rapidly changing assortments offer something
fresh and exciting for our customers to discover and be inspired by every time they shop us. We were
proud of our overall satisfaction scores in our customer surveys in 2024, and we were pleased to see
that our value perception remains very strong.
Global Growth
We continue to see tremendous opportunity to further grow our global store base and bring our great
values to even more consumers around the world. Over the long term, we believe we can increase
our overall store base by more than 1,900 stores to a total of 7,000 stores in just our existing and
announced geographies with our current banners. This reﬂects the long-term potential we see for a
total of 3,000 TJ Maxx and Marshalls stores in the U.S., 325 stores for Sierra, 1,800 HomeGoods and
Homesense stores in the U.S., 650 stores for TJX Canada, and 1,225 stores for TJX International,
which now includes a target of 100 stores in Spain. We are excited to enter our 10th country, Spain,
with our ﬁrst stores expected to open in early 2026.
In 2024, we also made investments with established off-price retailers in additional geographies around
the world. We formed a joint venture with Grupo Axo in Mexico and made a minority investment in
Brands for Less in the Middle East. We see both of these investments as a strategic way to participate
in the growth of off-price in different areas of the world.
Financial Position and Shareholder Distributions
In 2024, we generated $6.1 billion in operating cash ﬂow and ended the year with $5.3 billion of
cash on our consolidated balance sheet. We entered 2025 in a position of ﬁnancial and operational
strength to capitalize on the opportunities we see to grow our business while simultaneously returning
signiﬁcant cash to our shareholders.
2

We returned $4.1 billion to shareholders through our buyback and dividend programs in 2024. In
March 2025, our Board of Directors approved a 13% increase in our quarterly dividend to 42.5 cents
per share – marking our 28th dividend increase in the last 29 years. Further, we plan to buy back an
additional $2.0 to $2.5 billion of TJX stock in 2025. Over the past 28 years, we have bought back over
$33 billion in TJX stock.
Looking Forward
Once again, we are pleased with the performance and sharp execution of our teams in 2024. We
are conﬁdent in our plans for 2025 and, as always, will strive to beat them. We are excited about
the opportunities we see and the many initiatives we have put in place to further drive sales and
trafﬁ c to our stores and online. We see a long runway for growth ahead and are focused on driving
sales, increasing our global store presence, capturing additional market share, and increasing the
proﬁtability of TJX.
We believe the ﬂexibility of our off-price business model differentiates us and sets us up strongly to
navigate through many kinds of retail and economic environments, as we have in the past. Going
forward, our decades of top- and bottom-line growth, the deep experience and long tenures of our
global TJX teams, and our focus on teaching, training, and developing talent give us great conﬁdence
that we can continue our successful growth for many years to come.
Corporate Responsibility
Our global corporate responsibility program encompasses how we support our Associates, give back
to the communities where we operate, help mitigate our impact on the environment, and operate our
business ethically. We have been committed to acting as a responsible corporate citizen throughout
our history, and we are proud of the progress we’ve made across our initiatives.
Our Associates are critical to our business success, and a core pillar of our work is focused on
supporting them in a variety of ways. Developing their talents and championing our culture
and workplace have been global business priorities year in and year out, through both formal
and informal training, mentoring, and skills development. We believe that an inclusive and diverse
workplace supports our business mission and helps create an environment where our Associates feel
welcome in our organization, valued for their contributions, and engaged in our business mission. Our
longstanding work in this area is guided by our three global inclusion priorities. In 2024, we completed
our latest Global Inclusion Survey to review our progress, strengths, and opportunities in this area of
work.
We are also grateful to our Associates and our customers for their part in giving back to the
communities where we live and work, helping us support more than 2,500 nonproﬁ t organizations
around the globe in 2024. Our Associates volunteer their time, nominate organizations for ﬁnancial
grants from our foundations, and run in-store fundraisers, while our customers engage and donate
generously to these fundraisers throughout the year. Both have a meaningful impact on our work to
help vulnerable families and children access the resources and opportunities they need to build a
better future. Our giving efforts also include responding in times of need. Recently, our disaster relief
giving supported those affected by the California wildﬁ res, hurricanes in the southeastern U.S., and
ﬂooding in Austria, Poland, and Spain.
3

We are excited about the continued progress we have made in our efforts to achieve our operational
environmental sustainability goals. These goals aim to reduce our operational greenhouse gas
emissions, source more renewable energy, and divert a signiﬁcant amount of our operational waste
from landﬁll. Speciﬁcally, to reduce energy consumption in our own operations, where feasible, we are
implementing light-emitting diode (LED) technologies and installing high-efﬁciency HVAC systems in
existing stores and distribution centers globally. We have also worked to install on-site solar at select
locations around the globe. To support our operational waste diversion goal, we work to maximize
reuse and recycling and collaborate with our waste-haulers and certain vendors and suppliers on
solutions that improve our ability to divert operational waste materials from landﬁlls. In recent years,
we have been able to expand some of our recycling programs thanks to these efforts. In addition to
our operational goals, we continue to look for opportunities to reduce the environmental impact of
certain products and packaging.
Our Global Social Compliance Program covers a variety of areas in our supply chain, including
human rights. Our Program includes several measures, including our Vendor Code of Conduct; our
factory auditing program, which has primarily focused on factories where we have more inﬂuence in
bringing products to market; training for buying agents, vendors, factory management, and our own
buyers; and stakeholder engagement. Our standard merchandise purchase order requires compliance
with the Vendor Code, and in recent years, we have expanded our factory auditing program.
Our Associates throughout the business are at the heart of the execution of our corporate responsibility
initiatives, and we appreciate all of their hard work and dedication. More information on our ongoing
global corporate responsibility efforts, as well as our business operations and ﬁnancial results can be
found on our corporate website, TJX.com.2
In Remembrance
We were deeply saddened by the passing of Fletcher “Flash” Wiley, a past member of our Board of
Directors. Flash became a Director in 1990 and stepped down in 2011, after serving over two decades
on the Board. We are sincerely grateful for his many years of dedicated service and the signiﬁcant
contributions he made to our Company. Flash will be greatly missed, and we extend our deepest
condolences to his family, friends, and colleagues.
Our Gratitude
Finally, we would like to again thank our Associates around the world for their hard work and dedication
to TJX and our customers all year long. We are also grateful to our customers for their loyalty and
shopping visits, and to our fellow shareholders, vendors, and other business associates for their
ongoing support.
____________________________
1TJXFiscal2024adjusteddilutedearningspershareexcludedanestimated$0.10beneﬁ t fromtheextraweekintheCompany’sﬁscalcalendar.
2 Information appearing on TJX.com is not a part of, and is not incorporated by reference into, this letter.
4
Carol Meyrowitz 
 
Ernie Herrman
Executive Chairman of the Board
 
Chief Executive Ofﬁcer and President

FORM 10-K
CONTENTS
PAGE
Business Overview
 5
Store Locations
 25
Management’s Discussion and Analysis
 28
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Financial Statements
F-4
Notes to Consolidated Financial Statements:
F-9
Segment Information
F-21

Five-Year Cumulative Performance of TJX Stock Compared with the
S&P 500 Index and the Dow Jones U.S. Apparel Retailers Index
TJX STOCK PERFORMANCE
2021
2022
2023
BASE YEAR
DOLLARS
2024
FISCAL YEARS
2025
DJUSRA
S&P 500
TJX
250
200
150
100
50
0
The line graph above compares the cumulative performance of TJX’s common
stock with the S&P 500 Index and the Dow Jones U.S. Apparel Retailers Index
(DJUSRA) as of the date nearest the end of TJX’s ﬁscal year for which index data
is readily available for each year in the ﬁve-year period ended February 1, 2025.
The graph assumes that $100 was invested on January 31, 2020, in each of TJX’s
common stock, the S&P 500 Index, and the DJUSRA, and that all dividends
were reinvested.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
☒
 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended February 1, 2025
OR
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _______ to _______
Commission file number 1-4908
The TJX Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
04-2207613
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
770 Cochituate Road Framingham, Massachusetts
01701
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (508) 390-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $1.00 per share
TJX
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒  No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒   No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐   No ☒
The aggregate market value of the voting common stock held by non-affiliates of the registrant on August 3, 2024, the last business day
of the registrant’s most recently completed second fiscal quarter, was $128 billion based on the closing sale price as reported on the New
York Stock Exchange.
There were 1,117,100,487 shares of the registrant’s common stock, $1.00 par value, outstanding as of March 21, 2025.

DOCUMENTS INCORPORATED BY REFERENCE
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 10, 2025 (Part III).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K and our 2024 Annual Report to Shareholders contain “forward-looking statements”. These forward-looking
statements generally can be identified by the use of words such as “aim,” “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “strive,” “target,”
“will,” and “would,” or any variations of these words or other words with similar meanings. 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 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 performance and plans with respect to long-term indebtedness.
Each forward-looking statement contained in this Form 10-K and our Annual Report to Shareholders is inherently subject to
risks, uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from those
expressed or implied by such statement.
We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement
will be realized. 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; 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 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 2024 Annual Report to Shareholders. You are encouraged to read any further disclosures
we may make in our future reports to the SEC, available at www.sec.gov, on our website, or otherwise.
Our forward-looking statements in this Form 10-K and our 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. Our business is
subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should
give careful consideration to these risks and uncertainties.
3

The TJX Companies, Inc.
TABLE OF CONTENTS
ITEM 1. Business
5
ITEM 1A. Risk Factors
11
ITEM 1B. Unresolved Staff Comments
23
ITEM 1C. Cybersecurity
23
ITEM 2. Properties
24
ITEM 3. Legal Proceedings
27
ITEM 4. Mine Safety Disclosures
27
PART II
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
27
ITEM 6. Reserved
27
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operation
28
ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk
40
ITEM 8. Financial Statements and Supplementary Data
40
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
40
ITEM 9A. Controls and Procedures
40
ITEM 9B. Other Information
41
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
41
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
41
ITEM 11. Executive Compensation
42
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
42
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
42
ITEM 14. Principal Accountant Fees and Services
42
PART IV
ITEM 15. Exhibits, Financial Statement Schedules
42
ITEM 16. Form 10-K Summary
45
SIGNATURES
46
PART I
4

PART I
ITEM 1.  Business
BUSINESS OVERVIEW
The TJX Companies, Inc. (together with its subsidiaries, “TJX,” the “Company,” “we,” or “our”) is the leading off-price
apparel and home fashions retailer in the United States and worldwide. We have over 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.
Our mission is to deliver great value to our customers every day. In our stores and online, we offer consumers our value
proposition of brand, fashion, price and quality. Our opportunistic buying strategies and flexible business model differentiate us
from traditional retailers. We offer a treasure hunt shopping experience and a rapid turn of inventories relative to traditional
retailers. Our goal is to create a sense of excitement and urgency for our customers and encourage frequent customer visits. We
acquire merchandise in a variety of ways to support that goal. We reach a broad range of customers across income levels with
our value proposition on a wide range of items. Our strategies and operations are synergistic across our retail chains. As a
result, we are able to leverage our expertise throughout our business, sharing information, best practices, initiatives and new
ideas, and to develop talent across our company. Further, we can leverage the substantial buying power of our businesses with
our global vendor relationships.
In this report, fiscal 2025 means the 52-week fiscal year ended February 1, 2025; fiscal 2024 means the 53-week fiscal year
ended February 3, 2024 and fiscal 2023 means the 52-week fiscal year ended January 28, 2023. Fiscal 2026 means the 52-week
fiscal year ending January 31, 2026. Unless otherwise indicated, all store information in this Item 1 is as of February 1, 2025,
and references to store square footage are to gross square feet.
Our Businesses
We operate our business in four segments: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX International,
including Europe and Australia. In addition to our four segments, we operate the Sierra business. The results of Sierra are
included with the Marmaxx segment.
MARMAXX
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 2,563 stores. We founded TJ Maxx in 1976 and acquired Marshalls in 1995. Both chains sell family
apparel (including footwear), accessories (including beauty and jewelry), home fashions (including home basics, decorative
accessories and giftware), and other merchandise. We primarily differentiate TJ Maxx and Marshalls through different product
assortment, including an expanded assortment of jewelry and accessories and a high-end designer department called The
Runway at TJ Maxx and a full line of footwear and a broader men’s offering at Marshalls, as well as varying in-store initiatives.
This differentiated shopping experience at TJ Maxx and Marshalls encourages our customers to shop both chains. Marmaxx
currently operates two e-commerce sites, tjmaxx.com, launched in 2013, and marshalls.com, launched in 2019. 
Sierra, acquired in 2012 and rebranded from Sierra Trading Post in 2018, is a leading off-price retailer of brand name active and
outdoor apparel, footwear, and gear (including sporting goods, snow and water sport, camping, fishing) for the whole family, as
well as home fashions and pet. Sierra operates 117 retail stores in the U.S. and sierra.com.
HOMEGOODS
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 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 72 Homesense stores
complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting,
rugs, and an entertaining marketplace.
5

TJX CANADA
Our TJX Canada segment operates the Winners, HomeSense and Marshalls chains in Canada. Winners, acquired by TJX in
1990, operates 307 stores and is the leading off-price family apparel and home fashions retailer in Canada. HomeSense
introduced the off-price home fashions concept to Canada in 2001. This chain operates 160 stores and offers an array of home
decor, furniture, and seasonal home merchandise. Marshalls, launched in Canada in 2011, operates 109 stores and offers off-
price family apparel, footwear, and home fashions.
TJX INTERNATIONAL
Our TJX International segment operates the TK Maxx and Homesense chains in Europe and the TK Maxx chain in Australia.
Launched in 1994, TK Maxx introduced off-price retail to Europe and remains Europe’s largest major brick-and-mortar off-
price retailer of apparel and home fashions. With 655 stores in Europe, TK Maxx operates in the U.K., Ireland, Germany,
Poland, Austria and the Netherlands. Through its stores and its e-commerce sites, tkmaxx.com, launched in 2009 and tkmaxx.de
and tkmaxx.at, both launched in 2023, TK Maxx offers a merchandise mix similar to TJ Maxx. We brought the off-price home
fashions concept to Europe, opening Homesense in the U.K. in 2008 and in Ireland in 2017. Its 75 stores offer a merchandise
mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada. We acquired Trade Secret in
Australia in 2015 and re-branded it under the TK Maxx name during 2017. The merchandise offering at TK Maxx in Australia's
84 stores is comparable to TJ Maxx.
Flexible Business Model
Our flexible business model, including our opportunistic buying, inventory management, logistics and flexible store layouts, is
designed to deliver to our customers a compelling value proposition of fashionable, quality, brand name and designer
merchandise at excellent values every day. Our buying and inventory management strategies give us flexibility to adjust our
merchandise assortments more frequently than traditional retailers, and the design and operation of our stores and distribution
centers support this flexibility. Our buyers have more visibility into consumer, fashion and market trends and pricing when we
buy closer to need, which can help us buy better and reduce our markdown exposure. Our selling floor space is flexible, without
walls between departments and largely free of permanent fixtures, so we can easily expand and contract departments to
accommodate the merchandise we purchase. Our logistics and distribution operations are designed to support our global buying
strategies and to facilitate quick, efficient and differentiated delivery of merchandise to our stores, with a goal of delivering the
right merchandise to the right stores at the right time.
Opportunistic Buying
As an off-price retailer, our buying practices, which we refer to as opportunistic buying, differentiate us from traditional
retailers. Our overall global buying strategy is to acquire merchandise on an ongoing basis that will enable us to offer a
desirable and rapidly changing mix of branded, designer and other quality merchandise in our stores at prices below regular
prices for comparable merchandise at full-price retailers, including department, specialty, and major online retailers. We seek
out and select merchandise from the broad range of opportunities in the market to achieve this end. Our buying organization,
which numbers over 1,300 employees (who we refer to as Associates), has buying offices across 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.
We take advantage of opportunities to acquire merchandise at substantial discounts that regularly arise from the production
and flow of inventory in the apparel and home fashions marketplace. These opportunities include, among others, closeouts from
brands, manufacturers and other retailers; special production direct from brands and factories; order cancellations and
manufacturer overruns. Our global buying strategies are intentionally flexible to allow us to react to frequently changing
opportunities and trends in the market and to adjust how and what we source as well as when we source it. Our goal is to
operate with lean inventory levels compared to conventional retailers to give us the flexibility to seek out and to take advantage
of these opportunities as they arise, close to the time the merchandise is needed in our stores and online and when we have more
visibility into fashion trends and price. In contrast to traditional retailers, which tend to order most of their goods far in advance
of the time the product appears on the selling floor, our merchants generally remain in the marketplace for goods throughout the
year, frequently looking for opportunities to buy merchandise. We buy much of our merchandise for the current or immediately
upcoming selling season. We also buy some merchandise that is available in the market with the intention of storing it for sale,
typically in future selling seasons. We generally make these purchases, referred to as packaway, in response to opportunities to
buy merchandise that we believe has the right combination of brand, fashion, price and quality to supplement the product we
expect to be available to purchase later for those future seasons.
We also acquire some merchandise that we offer under in-house brands or brands that are licensed to us. We develop some of
this merchandise ourselves, which allows us to supplement the depth of, or fill gaps in, our expected merchandise assortment.
Collectively, these represent a small percentage of our product/merchandise mix.
6

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 fiscal 2025, which provides us substantial and diversified access to
merchandise. We have not experienced difficulty in obtaining sufficient quality merchandise for our business in either favorable
or difficult retail environments and expect this will continue should we meet or exceed our plans for growth. We believe a
number of factors provide us excellent access on an ongoing basis to leading branded merchandise and make us an attractive
channel for many vendors in the market. 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 performance-based return privileges; and we have an excellent credit rating.
Inventory Management
We offer our customers a rapidly changing selection of merchandise to create a treasure hunt experience in our stores and to
encourage frequent customer visits. To achieve this, we seek to turn the inventory in our stores rapidly, regularly offering fresh
selections of apparel and home fashions at excellent values. Our specialized inventory planning, purchasing, monitoring and
markdown systems, coupled with distribution center storage, processing, handling and shipping systems, enable us to tailor the
merchandise in our stores to local preferences and demographics, achieve rapid in-store inventory turnover on a vast array of
products and generally sell through most merchandise within the period we planned. We make pricing, markdown and store
inventory decisions centrally, using information provided by specialized computer systems designed to move inventory through
our stores in a timely and disciplined manner. We invest in our supply chain with the goal of continuing to operate with low
inventory levels, to ship more efficiently and quickly, and to more precisely and effectively allocate merchandise to each store.
Pricing
Our mission is to deliver great value to our customers every day. We do this by offering quality, fashionable, brand name and
designer merchandise in our stores with retail prices that are generally 20% to 60% below full-price retailers’ (including
department, specialty, and major online retailers) regular prices on comparable merchandise, every day. Our practice is to not
engage in promotional pricing activity such as sales or coupons. We have generally been able to react to price fluctuations in
the wholesale market to maintain our pricing gap relative to prices offered by traditional retailers as well as our merchandise
margins through various economic cycles.
Low Cost Operations
We operate with a low cost structure compared to many traditional retailers with a prudent focus on expenses throughout our
business. Our advertising is generally focused on promoting our retail banners rather than individual products, which
contributes to our advertising budget (as a percentage of sales) remaining low compared to many traditional retailers. We design
our stores to provide a pleasant, convenient shopping environment without spending heavily on store fixtures. Additionally, our
distribution network is designed to run cost effectively.
Customer Service/Shopping Experience
We strategically renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and
help drive sales. We train our store Associates to provide friendly and helpful customer service and seek to staff our stores to
deliver a positive shopping experience. We believe we offer return policies that are customer friendly. We accept a variety of
payment methods including cash, credit cards and debit cards. We also offer TJX-branded credit cards in the U.S. through a
bank, but do not own the customer receivables.
Distribution
We operate distribution centers encompassing approximately 30 million square feet in six countries. These centers are generally
large, and built to suit our specific, off-price business model, with a combination of automated systems and manual processes to
manage the variety of merchandise we acquire. We ship substantially all of our merchandise to our stores through a network of
distribution centers, fulfillment centers and warehouses as well as shipping centers operated in many cases by third parties.
7

Store Growth
Expansion of our business through the addition of new stores continues to be an important part of our global growth strategy.
The following table provides store growth information for our divisions for the two most recently completed fiscal years, as
well as our estimates of the long-term store growth potential of these divisions in their current geographies:
 
Approximate
Average Store
Size (square feet)
Number of Stores at Year-End
Estimated Store
Potential
 
Fiscal 2024
Fiscal 2025
Marmaxx:
TJ Maxx
27,000
1,319
1,333
Marshalls
28,000
1,197
1,230
Total Marmaxx
2,516
2,563
3,000
HomeGoods:
HomeGoods
23,000
919
943
Homesense
27,000
55
72
Total HomeGoods
974
1,015
1,800
Sierra:
Sierra
21,000
95
117
325
TJX Canada:
Winners
27,000
302
307
HomeSense
24,000
158
160
Marshalls
27,000
106
109
Total TJX Canada
566
576
650
TJX International:
TK Maxx (Europe)
28,000
644
655
Homesense (Europe)
19,000
79
75
TK Maxx (Australia)
21,000
80
84
Total TJX International
803
814
1,225
(a)
TJX Total
4,954
5,085
7,000
(a)
Reflects store growth potential for TK Maxx in current geographies and the expansion into Spain and for Homesense in the United Kingdom and Ireland.
Some of our home fashion stores are co-located with one of our apparel stores in a combo or superstore format. We count each
of the stores in the combo or superstore format as a separate store.
Competition
The retail apparel and home fashion business is highly competitive. We compete on numerous factors including brand, fashion,
price, quality, selection and freshness; in-store and online shopping experience and service; reputation and store location. We
compete with local, regional, national and international department, specialty, off-price, discount, warehouse and outlet stores
as well as other retailers that sell apparel, home fashions and other merchandise that we sell, whether in stores, online, or
through other media or channels.
Human Capital
As of February 1, 2025, we had approximately 364,000 Associates, many of whom worked less than 40 hours per week.
Approximately 86% of these Associates worked in our retail stores. We hire thousands of temporary employees each year,
particularly during the peak back-to-school and holiday seasons. We offer positions at a variety of levels in our stores,
distribution and fulfillment centers, and offices, as well as many opportunities for Associates to grow and advance. Many
Associates in our distribution centers in the United States and Canada are covered by collective bargaining agreements and
other Associates are members of works councils in Europe. Our large, global workforce supports the execution of our flexible
business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of
merchandise in over 5,000 retail stores in nine countries and across six e-commerce sites. We believe our Associates are key to
our business success.
8

Workplace and Culture
We work to foster a strong, supportive, and inclusive culture so that Associates at TJX feel welcome in the Company, valued
for their contributions, and engaged with our business mission. We use defined cultural factors and leadership competencies
throughout our global business to express our organizational values, such as inclusion, personal integrity, relationship-building
and collaboration, and respect for our business model, and to promote consistency in leadership development, including through
our Leadership Development Toolkit. We believe our policies and practices, including our open-door philosophy, encourage
open and honest communication and Associate engagement with the business.
Inclusion and Diversity (“I&D”)
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. Our global workforce reflects a diversity of
races, ethnicities, sexual orientations, gender identities, abilities, religions, with a broad range of backgrounds and experience.
We are committed to continuing to build and support an inclusive and diverse workplace. Our global strategies include
increasing the representation of diverse talent through our talent pipeline; providing leaders with tools to support difference
with awareness, fairness, sensitivity, and transparency; and integrating inclusive behaviors, language and practices throughout
the business. Over the past several years, with the benefit of information gathered from Associates through our Global Inclusion
Surveys, our teams globally have developed and launched many new programs, including recruitment strategies, training and
education, Associate-led I&D advisory boards, and additional Associate Resource Groups.
Training and Career Development
Our culture prioritizes Associate development and advancement within our organization and we have many Associates in
managerial positions who have been with the Company for more than 10 years. We are highly focused on teaching and
mentoring to support the career growth and success of our Associates, and we believe these efforts have promoted retention,
stability, and increased expertise in our workforce. Training happens broadly throughout the organization, from informal
mentoring and direct training to a range of career and leadership development programs, such as our TJX University for
merchandising Associates.
Compensation and Rewards
Our compensation programs are designed to pay our Associates competitively in the market and equitably, based on their skills,
qualifications, role and abilities. Our approach to compensation across the organization reflects our global total rewards
principles, which include sharing in the success of the Company, encouraging teamwork and collaboration across our global
workforce, and being fair and equitable. For fiscal 2025, we continued our One TJX approach to annual incentive
compensation, with all eligible Associates measured against global TJX performance goals.
Trademarks
We have the right to use our principal trademarks and service marks, which are TJ Maxx, Marshalls, HomeGoods, Winners,
Homesense/HomeSense, TK Maxx and Sierra, in relevant countries. We expect our rights in these trademarks and service
marks to endure in locations where we use them for as long as we continue to do so.
Seasonality
Our business is subject to seasonal influences. In the second half of the year, which includes the back-to-school and year-end
holiday seasons, we generally realize higher levels of sales and income.
SEC Filings and Certifications
Copies of our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q and current reports on Form 8-K
filed with or furnished to the SEC, and any amendments to those documents, are available free of charge on our website,
tjx.com, under “SEC Filings,” as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
They are also available free of charge from TJX Global Communications, 770 Cochituate Road, Framingham, Massachusetts
01701. The SEC maintains a website containing all reports, proxies, information statements, and all other information
(www.sec.gov).
Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this Form 10-K.
9

INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following are the executive officers of TJX as of April 2, 2025:
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.
Kenneth Canestrari
63
Senior Executive Vice President, Group President since September 2014. President,
HomeGoods from 2012 to September 2014. Executive Vice President, Chief Operating
Officer, HomeGoods from 2008 until 2012. Various financial positions with TJX from
1988 to 2008.
Ernie Herrman
64
Chief Executive Officer since January 2016. Director since October 2015. President
since January 2011. Senior Executive Vice President, Group President from 2008 to
2011. President, Marmaxx from 2005 to 2008. Senior Executive Vice President, Chief
Operating Officer, Marmaxx from 2004 to 2005. Executive Vice President,
Merchandising, Marmaxx from 2001 to 2004. Various merchandising positions with
TJX since joining in 1989.
John Klinger
60
Senior Executive Vice President and Chief Financial Officer since February 2024.
Executive Vice President and Chief Financial Officer from January 2023 to February
2024. Executive Vice President, Corporate Controller from 2019 to January 2023.
Senior Vice President, Corporate Controller from 2014 to 2019. Senior Vice President,
Divisional Chief Financial Officer, TJX Europe from 2011 to 2014. Vice President,
Corporate Finance from 2011 to 2011. Various financial positions with TJX since
joining in 2000.
Carol Meyrowitz
71
Executive Chairman of the Board since January 2016. Chairman of the Board from
June 2015 to January 2016. Chief Executive Officer from January 2007 to January
2016. Director since 2006 and President from October 2005 to January 2011.
Consultant to TJX from January 2005 to October 2005. Senior Executive Vice
President from March 2004 to January 2005. President, Marmaxx from 2001 to 2005
and Executive Vice President of TJX from 2001 to 2004. Various senior management
and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or
Miss, former divisions of TJX, from 1983 to 2001.
Douglas Mizzi
65
Senior Executive Vice President, Group President since February 2018. President, TJX
Canada from October 2011 to February 2018. Managing Director TK Maxx, UK from
April 2010 to October 2011. Executive Vice President, Chief Operating Officer, WMI
from February 2006 to April 2010. Various store operations positions with TJX from
1988 to 2006.
Name
Age
Office and Business Experience
The executive officers hold office until the next annual meeting of the Board in June 2025 and until their successors are elected
and qualified.
10

ITEM 1A.  Risk Factors
The statements in this section describe the major risks to our business and should be considered carefully, in connection with all
the other information set forth in this annual report on Form 10-K. The risks listed below are those that we think, individually or
in the aggregate, are potentially material to our business and could cause our actual results to differ materially from those stated
or implied in forward-looking statements. There may be additional risks that we are not aware of or that we currently believe
are immaterial, and factors besides the ones discussed below, that could adversely affect our business.
OPERATIONAL AND STRATEGIC RISKS
Failure to execute our opportunistic buying strategy and successfully manage our inventory could adversely affect our
results.
Key elements of our off-price business strategy, including opportunistic buying, operating with relatively lean inventory levels
and frequent inventory turns, subject us to risks. Our customer transactions and our sales, 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 mix and into the right stores.
Our opportunistic buying strategy places considerable discretion with our merchants. They typically buy throughout the year,
with much of our merchandise purchased for the current or immediately upcoming season. Our merchants are expected to react
effectively to rapidly changing opportunities and trends in the market, to assess the desirability and value of merchandise and to
generally make determinations of what 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, 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 value
gap at various times or in some segments, banners, product categories or 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 allocate and deliver
merchandise to our stores appropriately, maintain an appropriate mix and level of inventory in each store and be flexible in our
allocation of floor space at our stores across product categories. We also base our inventory purchases, in part, on our sales
forecasts. If our sales forecasts fail to predict customer demand with sufficient accuracy, or we 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 have higher inventory levels than we planned and 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 impact sales in
a way that could adversely affect our financial performance.
In addition to the above factors, a variety of external factors have impacted, and may continue to impact, execution of our
opportunistic buying strategy and inventory management. In the past, our ability to allocate, deliver and maintain our preferred
mix and level of inventory has been impacted by temporary store closures, inflationary pressures, global supply chain
disruptions and other challenges as a result of external events.
Failure to identify consumer trends and preferences, or to otherwise meet customer demand or expectations, in new or
existing markets or channels could negatively impact our performance.
As our success depends on our ability to meet customer demand and expectations, we seek to identify consumer trends and
preferences on an ongoing basis and to offer inventory and shopping experiences that meet those trends and preferences.
However, we may not do so effectively and/or in a timely manner across our diverse merchandise categories and in each of the
many markets in which we do business. Trends and preferences in markets may differ from what we anticipate and could
change rapidly. 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 transactions and sales, and may
have a negative impact on our ability to attract new customers, retain existing customers and/or encourage frequent customer
visits and/or cross-shopping of our multiple retail banners, any of which could adversely affect our results.
Customers also may have expectations about how they shop in stores or through e-commerce or more generally engage with
businesses across different channels (including digital/social media platforms). These expectations may vary both across and
within demographics and geographies and may evolve rapidly or be impacted by external factors. 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. Meeting customers’ expectations effectively generally involves
identifying the right opportunities, balancing them with potential risks and making the right investments at the right time, on the
right scale and with the right speed, among other things, and failure to do so effectively may impact our business and financial
results.
11

We operate in highly competitive markets, and we may not be able to compete effectively.
The retail apparel and home fashion businesses are highly competitive. We compete on the basis of various factors affecting
value (which we define as the combination of brand, fashion, price and quality). We also compete on merchandise selection and
freshness; banner name recognition and appeal; both in-store and online service and shopping experience; convenience and
store location. We compete with local, regional, national and international retailers that sell apparel, home fashions and other
merchandise that we may 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 selling certain product lines or
through certain channels than we do. Competitors may 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 strategies and/or adopt new processes or technologies that may allow them to compete more effectively. 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. In addition, new competitors frequently
enter the market. More generally, consumer e-commerce spending may continue to increase, as it has in recent years, while our
business is primarily in brick-and-mortar stores. If we fail to compete effectively, our sales and results of operations could be
adversely affected.
If we fail to successfully implement our marketing efforts, if our marketing efforts are not successful in driving expected
increases in sales or if our competitors’ marketing programs are more effective than ours, our revenue or results of
operations may be adversely affected.
Customer transactions and demand for our merchandise may be influenced by our marketing efforts. Although we use various
marketing channels (including, among others, linear television, streaming video, audio, outdoor, digital/social media and
mobile) to drive customer awareness of and interest in shopping our retail banners and to increase sales, some of our
competitors may spend more for their marketing programs or use different approaches than we do, which may provide them
with a competitive advantage. Our competitors’ marketing programs may also resonate with consumers more than ours do. We
may not be able to develop or implement strategies effectively in rapidly evolving digital/social media channels, which may
adversely impact some of our banners, segments, or overall business. We also may face challenges appropriately managing
consistent strategies for our different banners across geographies. Further, partnerships with celebrities, social media content
creators, influencers or other individuals who are viewed as representing our banners may expose us to reputational or other
risks. If our marketing efforts are not as successful or cost effective as anticipated, our revenue and results of operations could
be adversely affected.
Failure to continue to expand our business successfully could adversely affect our financial results.
Our growth strategy includes successfully expanding our business within our current markets and/or into new geographic
regions, appropriately calibrating product lines and channels (including within our e-commerce sites) and, as appropriate,
adding new businesses, whether by development, investment, or acquisition. If any aspect of our expansion strategy does not
achieve the success we expect, in whole or in part, we may fail to meet our financial performance expectations generally or
within certain markets or divisions, and we may be required to increase or decrease investments or slow our planned growth.
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. We have closed stores and operations and have
divested from and disposed of businesses in the past, including for performance-related reasons, and we may be required to do
so again in the future.
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, processes and controls; increased staffing and Associate training and/or retention and
management of appropriate third-party providers, including training or coordinating with those operating businesses in which
we are invested or with which we share certain responsibilities. These requirements may increase with further growth,
particularly if we expand into additional countries. 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 plans and results.
12

Failure to effectively manage the large size and scale of our operations may adversely affect our financial 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, marketing, store operations, distribution, logistics
and compliance. The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe
and Australia and the autonomy afforded to the banners in some aspects of the business also increase the risk that our systems,
controls, practices and policies may not be implemented effectively or consistently throughout our company, or that information
may not be appropriately shared across our operations. The size and scale of our business also creates challenges in human
resources administration and effectively managing, training, 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 has occurred in the past. If we are unable to manage our size and scale effectively, our
results of operations may be adversely affected.
We source our merchandise globally, which subjects us to risks, including when moving merchandise internationally.
We are subject to various risks of sourcing merchandise, particularly from other countries, including risks related to moving
merchandise internationally. Many of the products sold in our stores are sourced in locations (particularly in China, India and
southeastern Asia) other than the location in which they will be sold. Where we are the importer of record, we may be subject to
regulatory or other requirements, including those similar to requirements imposed upon the manufacturer of such products.
Risks related to sourcing merchandise include:
–
potential disruptions in manufacturing and supply;
–
transport availability, capacity and costs;
–
tariffs, duties, border adjustment taxes, trade restrictions, sanctions, quotas and voluntary export restrictions on
imported merchandise;
–
changes to international trade agreements or to trade agreement enforcement practices;
–
compliance with laws and regulations including labor, environmental, supply chain, international trade and other laws
in relevant countries and those concerning ethical business practices;
–
problems with third-party distribution and warehousing, logistics, transportation and other supply chain interruptions;
–
information technology challenges;
–
strikes, threats of strikes and other events affecting delivery;
–
consumer perceptions of the safety or quality of imported merchandise;
–
compliance with product laws and regulations of the destination country;
–
product liability claims from customers or investigations, enforcement or penalties from government agencies relating
to products that are recalled, defective or otherwise noncompliant or alleged to be harmful;
–
pandemics and epidemics (such as the COVID-19 pandemic) affecting sourcing, including manufacturing, buying or
delivery;
–
intellectual property enforcement and infringement issues;
–
concerns about environmental impact where merchandise is produced or materials are sourced, including relating to
greenhouse gas emissions, waste, water usage, deforestation, biodiversity and the impact of these activities on human
health and local communities;
–
concerns about human rights, working conditions and other labor rights and conditions in countries where merchandise
is produced or materials are sourced;
–
currency exchange rates and financial or economic instability (including potential financial instability related to
banking institutions); and
–
political, military or other disruptions in regions and/or countries from, to or through which merchandise is imported,
including in Ukraine and Russia, the Middle East and the Red Sea and surrounding waterways.
13

Further, we are, and expect we will continue to be, subject to an increasing number of regulations that require us to report,
develop new policies and procedures for, and, in certain cases, work to mitigate, certain supply chain risks related to sourcing
merchandise internationally. As with other regulations, these may result in increased operating costs and affect where, what and
how we source and how we allocate what we buy. These and other factors relating to sourcing, international trade and imported
merchandise could affect the availability and the price of our inventory and our operating costs. Furthermore, although we have
implemented policies and procedures designed to facilitate compliance with laws and regulations relating to production of
merchandise, international operations and importing merchandise, our Associates and our contractors, agents, vendors or other
third parties with whom we do business or to whom we outsource or coordinate business operations, including retail operations,
may nevertheless violate such laws and regulations or our policies, which could subject us to liability and could adversely affect
our reputation, operations or operating results.
Compromises of our cybersecurity, disruptions in our information technology systems, or failure to satisfy the information
technology needs of our business could result in material loss or liability, materially impact our operating results or
materially harm our reputation.
Our business depends on our information technology (“IT”) systems, which collect and process information of customers,
Associates and other persons, as well as information of our business and of our suppliers, service providers and other third
parties. We rely heavily on IT systems, including those operated and maintained by our suppliers, service providers and other
third parties, to manage key aspects of our business, including planning; purchasing; sales, including point-of-sale processing
and e-commerce; supply chain management; inventory management; human resources; financial management;
communications; information security and legal and regulatory compliance. Our ongoing operations and successful growth are
dependent on these systems and require us to accurately anticipate our current and future IT needs. 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. Our ongoing operations and successful growth are dependent on our doing these things effectively. We also are
dependent on the ongoing integrity, security and consistent operation of these systems, including related back-up systems.
As is common in the retail industry, our IT systems, as well as those of our suppliers, service providers and other third parties
whose information technology systems we utilize directly or indirectly, are targeted by attempts to access or obtain personal or
other sensitive information, attempts at monetary theft and attempts to disrupt business. These attempts include use of malware,
ransomware, phishing, vishing, deepfakes, social engineering, denial-of-service attacks, exploitation of system vulnerabilities or
misconfigurations, Associate or third-party service provider malfeasance, digital and physical payment card skimmers, account
takeovers and other forms of cyber-attacks. These attempts continue to increase in sophistication (including through the use of
artificial intelligence), heightening the risk of compromise or disruption. 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. Our IT systems and those of our suppliers, service
providers and other third parties also may be damaged or disrupted, or personal or sensitive information compromised, from a
number of other causes, including power outages, system failures, catastrophic events, or Associate or third-party error. Such
damage, disruption or compromise could materially impair our ability to operate our business or otherwise result in material
impacts on our operating results.
Changes in the business landscape and the increase of remote working by our Associates, service providers and other third
parties have the potential to increase the likelihood of system damage or disruption and increase the risk of a cybersecurity
compromise. Additionally, there continues to be a heightened risk of cybersecurity incidents as a result of geopolitical events
outside of our control. These factors have led to the need for additional mitigation strategies and investments across our IT
Security workforce, technologies and processes.
In addition, the global regulatory environment surrounding information security and privacy is increasingly demanding, and
cybersecurity compromises and disruptions in our IT systems could result in regulatory enforcement actions, class actions,
contract liability or other forms of material legal liability. Any successful compromise or disruption of our IT systems, or other
compromise of the information that we collect or is collected on our behalf from our customers, Associates or other persons,
could result in material reputational harm and impact our customers’ willingness to shop in our stores or online, and could
affect our suppliers’, service providers’, or other third parties’ willingness to do business with us.
We maintain policies, procedures and controls designed to reduce the risks of cybersecurity compromises and IT failures or
disruptions, but these controls vary in maturity across the business and may fail to operate as intended or be circumvented by
bad actors. Additionally, the logging policies, procedures and controls that we have implemented to facilitate the investigation
of potential cybersecurity compromises or disruptions may be insufficient to fully investigate all such events. These policies,
procedures and controls also require costly and ongoing investment in technologies, hiring, training and compliance.
14

There is also a risk of material business disruption, liability and reputational damage associated with ongoing actions intended
to update, enhance, modify or replace our systems and infrastructure, including from not accurately capturing and maintaining
data, not efficiently testing and implementing changes, not realizing the expected benefit of the change, not effectively
managing the potential disruption of the actions and diversion of internal teams’ attention as the changes are implemented.
Our results and profitability could be adversely affected by increased labor costs, including wage, pension, health and other
costs or other challenges from our large workforce.
Our Associates are key to supporting our business and operations effectively, and we expect that our operating expenses will
continue to reflect increased labor costs. We have a large and disparate workforce, and our ability to meet our labor needs and
manage labor costs is subject to various external factors such as minimum wage laws and benefits requirements; market
pressures, including prevailing wage rates and benefit levels, unemployment levels and competition for labor from other
industries; economic conditions, including inflation; changing demographics and workforce trends, including with respect to
unionization and collective bargaining; costs associated with workplace health and safety; interest rate changes; actuarial
assumptions and methods; the costs of providing and managing retirement, health and other employee benefits, including health
and insurance costs and a dynamic regulatory and policy environment, including with respect to health care, immigration, labor,
employment, pension and other employee benefits and taxes. Any of these factors could increase, and in the past have
increased, our labor costs. These factors could also increase the labor or other costs of our service providers, which could be
passed on to us. Conversely, failing to offer competitive wages or benefits, or to manage our workforce effectively, could
adversely affect our ability to attract or retain appropriate talent sufficient to meet the needs of our business, causing our
customer service to suffer, potentially impacting consumers’ desire to shop our stores, among other things, and causing our
financial performance to suffer.
Additionally, many Associates in our distribution centers in the United States and Canada are members of unions, and other
Associates are members of works councils in Europe. 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 are subject to risks and potential
material expenses associated with multiemployer plans, including from pension plan underfunding, benefit cuts, increased
contribution or funding requirements, changes in plan terms, withdrawal liability, increased premium costs, conditions imposed
under any governmental assistance programs or the insolvency of other participating employers or governmental insurance
programs. Other portions of our workforce, including, for example, Associates who work in our U.S. stores, which makes up
the largest portion of our workforce, may become unionized, which may subject us to additional requirements, expectations,
actions or expense.
Failure to employ qualified Associates in appropriate numbers and to retain key Associates and management could
adversely affect our performance.
We need to employ a large number of capable, engaged Associates for our stores and distribution centers and for other areas of
our business. We must constantly recruit new Associates to fill entry level and part-time positions, which have high rates of
turnover, and at certain times must hire sufficient numbers of seasonal talent. The availability and skill of Associates may differ
across markets in which we do business and in new markets we enter, and we may be unable to meet or manage our labor needs
effectively. In addition, we have faced and may continue to face additional challenges in recruiting or retaining sufficient talent
due to shifts in the labor market, wage pressures and competition, flexible scheduling needs and health and safety concerns,
among other factors. We have faced and may continue to face challenges in engaging, overseeing and training Associates with
remote or hybrid work arrangements. We also have faced and may continue to face potential challenges relating to Associates’
willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of economic
pressures, health and safety concerns or otherwise.
Our performance also depends on recruiting, hiring, developing, training and retaining talented Associates in key areas such as
buying, information technology functions, and other corporate areas. Similar to other retailers, we face challenges in securing
and retaining sufficient talent in management and other key areas for many reasons, including competition for talent in the retail
industry, from other industries and in various geographic markets. In addition, because of the distinctive nature of our off-price
model, we must provide significant internal training and development, in-person or remotely, and successfully manage
transitions for key Associate roles across the Company, including within our buying organization. Failure to effectively attract
qualified individuals, train them on our business model, support their development, engage them in our business, and retain
them in sufficient numbers and at appropriate levels of the organization, and implement appropriate succession plans could
disrupt our operations, impair our ability to execute our business model, limit our growth, and negatively impact our business
and financial results.
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Damage to our corporate reputation or any of our retail banners’ reputation could adversely affect our sales and operating
results.
Our customer relationships and our reputation are based, in part, on perceptions of subjective qualities. Incidents that erode trust
or confidence in our company could adversely affect our reputation and thereby impact our business, particularly if the
incidents result in rapid or significant adverse publicity, protest, litigation, boycotts, governmental inquiry or other stakeholder
response. This could include incidents that involve the company; our policies and practices; our retail banners; our executives
and other Associates; our board of directors; senior leadership transitions, including those involving our Chief Executive
Officer or other key executives; how we source merchandise; our third-party providers, including those providing retail
operations on our behalf; our vendors and others within our supply chain; the merchandise and brands that we sell, including
our licensed or owned brands; our investments; the regions where we have operations or investments; our partners; celebrities,
content creators, social media influencers, or other individuals viewed as representing us or our banners that may draw attention
to our retail banners; product recalls; inquiries or other communications from governmental agencies about our business or
practices; and our industry more generally. Information on such incidents that is publicized through traditional or digital/social
media platforms and other forums that facilitate rapid, broad communications to an audience of consumers and other interested
persons, may adversely affect our reputation and brand, even if the information is inaccurate, incomplete, or unverified.
Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to sensitive or
polarizing topics, crises, political matters, or on issues related to corporate responsibility or environmental, social and
governance (“ESG”) matters, and any perceived lack of transparency about such matters, could harm our reputation.
This kind of reputational damage could occur locally or globally and could impact our company or our individual retail banners.
Damage to the reputation of our company and our banners could, among other things, result in declines in stock price; declines
in customer loyalty and sales; affect our vendor relationships and/or business development opportunities; limit our ability to
attract and retain appropriate talent sufficient to meet the needs of our business; result in demonstrations, protests, or other
altercations at our stores; divert the attention and resources of management, including to respond to inquiries or additional
regulatory scrutiny; and otherwise adversely affect our financial results.
Our business is subject to changing corporate compliance, governance and public disclosure regulations and expectations,
including with respect to matters relating to environmental sustainability, human capital management, social compliance
and governance. Failure to meet such expectations or comply with regulations could materially impact our operating results
or materially harm our reputation.
Various stakeholders, including certain advocacy groups, investors, customers, governmental officials and Associates, have
increasingly focused on social impact, environmental sustainability, human capital management, human rights and other related
matters in a variety of ways that are not necessarily consistent. From time to time, we have announced certain initiatives related
to our corporate responsibility efforts, which we have focused under four pillars: workplace, environmental sustainability, 
communities and responsible sourcing, which includes social compliance. These initiatives may be considered to be
overreaching by some stakeholders and inadequate by other stakeholders. We could fail or be perceived to fail or fall short in
our pursuit of such initiatives, in going too far in pursuing priorities perceived as outside of our business mission, or in
accurately and comprehensively reporting our progress on such initiatives and any related goals and commitments. If our
practices or disclosures in these areas do not meet investor or other stakeholder expectations and standards, including related to
climate change, environmental sustainability, human capital management, inclusion and diversity, supply chain management
and human rights, or do not meet related regulations and expectations for transparency, our reputation may be impacted
negatively, and we may be subject to litigation risk, regulatory enforcement and/or other governmental action, which could
materially impact our operating results. In addition, we could be criticized for the scope of our programs, initiatives or goals,
which some may consider too wide and others may perceive as too narrow, or perceived as not acting responsibly in connection
with these matters or otherwise, and that evaluation may be based on factors unrelated to the impact of these matters on our
business, financial or otherwise. Our failure, or perceived failure, with these programs or initiatives or more generally to
manage reputational threats and meet shifting and, in certain cases, inconsistent, stakeholder expectations or consumer
preferences could negatively impact our brand, image, reputation, credibility, Associate retention and the willingness of our
customers and suppliers to do business with us.
Further expansion of our international operations could expose us to risks inherent in operating in new countries.
We have a significant retail presence in several countries in Europe and in Canada and Australia. 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. It can be costly and complex to establish, develop and maintain international operations, to
identify appropriate store locations and to promote business in new international jurisdictions, which may differ significantly
from other countries in which we currently operate.
16

As with our current operations, risks are inherent in opening and developing operations in, or making investments in, new
countries, including those related to compliance under the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
Additional risks include, among others, understanding the local retail climate and trends, local customs and cultures, seasonal
differences, business practices and competitive conditions; complying with relevant laws, rules and regulations; developing an
appropriate infrastructure; identifying suitable partners for local operations and for integration with our global operations and
effectively communicating and implementing company policies and practices in new, possibly remote, jurisdictions. Financial,
regulatory and other risks are also associated with international operations, including currency exchange fluctuations;
potentially adverse tax consequences; limitations on the repatriation and investment of funds outside of the country where
earned; trade regulations; other compliance requirements; the risk of policy or regulatory changes, including those that could
affect sourcing and allocation and/or add significant compliance and disclosure costs; the risk of political, economic and civil
instability and labor unrest; and uncertainties regarding interpretation, application and enforceability of laws and agreements.
Any of these risks could adversely impact our operations, profitability or liquidity.
Failure to meet market expectations for our financial performance could adversely affect the market price and volatility of
our stock.
Our operating results have fluctuated from quarter to quarter, sometimes significantly, at points in the past and may do so again
in the future. If we fail to increase our results over prior periods, to achieve our projected results or to meet the expectations of
securities analysts or investors, our stock price may decline (as it has at times in the past), and the decrease in the stock price
may be disproportionate to the shortfall in our financial performance. Results may be affected by various factors, including
those described in these risk factors. In addition, we maintain a forecasting process that seeks to plan sales and align expenses.
However, if we do not control costs or appropriately adjust costs to actual results, or if actual results differ significantly from
our forecast, our financial performance could be adversely affected. In addition, if we suspend our buyback program, which we
have done in the past, or if we have an active buyback program and are repurchasing shares but do not repurchase the number
of shares we contemplated pursuant to our financial plans at the rate or in the timing we planned, our earnings per share may be
adversely affected. Similarly, if we reduce or suspend our dividend distributions, as we did for part of fiscal 2021, our stock
price may be adversely affected.
Failure to protect our inventory or other assets from loss and theft and situations resulting in loss or theft may impact
customer and Associate safety as well as our financial results.
Risk of loss or theft of assets, including inventory shrinkage, is inherent in the retail business. Loss may be caused by error or
misconduct of Associates, customers, vendors or other third parties, including through organized retail crime and professional
theft, and may be further impacted by macroeconomic factors, including the enforcement environment, as well as increased
inventory levels in our stores. We may not be able to determine the cause or extent of the loss in a timely manner or at all. Our
inability to prevent and/or minimize or reduce the loss or theft of assets effectively, or to predict and accrue for the impact of
those losses accurately, has adversely affected our financial performance in the past and could do so again. In addition, our
ability to provide a safe environment in our stores may be impacted in the course of a theft or other behavioral situations that
periodically arise.
We depend upon strong cash flows from our operations to supply capital to fund our operations, anticipated growth, any
stock repurchases and dividends and interest and debt repayment.
Our business depends upon our operations continuing to generate strong cash flow to supply capital to support our general
operating activities, to fund our anticipated growth and any return of cash to stockholders through our stock repurchase
programs and dividends and to pay our interest and make debt repayments. If we are unable to generate sufficient cash flows or
to repatriate cash from our international operations in a manner that is cost effective, our growth plans, capital expenditures,
operating expenses and financial performance, including our earnings per share, could be adversely affected. Changes in the
capital and credit markets, including market disruptions, limited liquidity and interest rate fluctuations, have in the past
increased and may continue to increase the cost of financing or may restrict our access to these potential sources of liquidity.
Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating
performance and maintaining strong credit ratings. On occasion, we borrow money to finance our activities, and if financing
were not available to us in adequate amounts and on appropriate terms when needed, that could also adversely affect our
financial performance.
17

If we engage in mergers, acquisitions or investments in new businesses, or divest, close or consolidate any of our current
businesses, our business could be subject to additional risks.
We have in the past and may again acquire new businesses; invest in or enter into joint ventures with other businesses (as we
did during fiscal 2025 with our minority equity investment in the Middle East and in our joint venture in Mexico); develop new
businesses internally (as with Homesense, our second U.S. home store concept); launch or expand e-commerce platforms (as
we have done with tkmaxx.de and tkmaxx.at in Europe); and divest (as we did in fiscal 2023 with our minority interest in an
off-price retailer of apparel and home fashions operating stores throughout Russia), close, or consolidate businesses. Failure to
execute on mergers, acquisitions, investments, divestitures, closings and consolidations in an effective or satisfactory manner,
including due to circumstances outside our control, could adversely affect our future results of operations and financial
condition. Acquisition, investment or divestiture activities may divert attention of management away from operating the
existing businesses. We may not effectively evaluate target companies, investments or investment partners or assess the risks,
benefits and costs of buying, investing in or closing businesses, or the integration or attendant risks of acquired businesses or
investments, all of which can be difficult, time-consuming and dilutive. These activities may not meet our performance and
other expectations and may expose us to unexpected or greater-than-expected costs, liabilities and risks, including from, for
example, changes in law, market conditions, economic conditions, the retail industry, political conditions, inaccurate
assumptions, or the negligence or malfeasance of our partners or other third parties. In addition, in connection with most of our
prior acquisitions, we recorded intangible assets and goodwill and the value of the tradenames, and may similarly do so in the
future in connection with other acquisitions. If we are unable to realize the anticipated benefits from acquisitions or
investments, we may be required to impair some or all of the goodwill associated with an acquisition or some or all of the
investment, which would adversely impact our results of operations and balance sheet, such as with an impairment charge. For
example, in connection with the conflict between Russia and Ukraine, we divested our minority ownership interest in an off-
price retailer that operates stores in Russia and did not recover the full value of our investment. Divestitures, closings and
consolidations could involve risks such as significant costs and obligations of closure, including exposure on leases, owned real
estate and other contractual, employment, pension and severance obligations and potential liabilities that may arise under law as
a result of the disposition or as a result of the credit risk of an acquirer.
Our large number of real estate leases, which generally obligate us for long periods, subject us to potential financial risk.
We lease almost all of our store locations and either own or lease for long periods our primary distribution centers and
administrative offices. Accordingly, we are subject to the risks associated with leasing and owning real estate. While we have
the right to terminate some of our leases under specified conditions, including by making specified payments, we may not be
able to terminate most of our leases if or when we would like to do so. If we decide or are required to permanently close stores,
we typically are required to continue to perform obligations under the applicable leases, which generally include, among other
things, paying rent, insurance premiums, real estate taxes, and maintenance expenses for the balance of the lease term, and the
cost of any of these obligations may be significant. When we assign leases to third parties, or if we sell or close a business, we
can remain liable for the lease obligations for the balance of the term and be contingently liable if the assignee does not perform
(as was the case with some of our former operations). We also remain primarily liable if we sublease space to a third party. In
addition, when the lease terms for the stores in our ongoing operations expire, we may be unable to negotiate renewals, either
on commercially reasonable terms or at all, which could cause us to permanently close stores or to relocate stores within a
market on less favorable terms or in a less favorable location. Any or all of these factors could adversely affect our financial
results.
EXTERNAL AND ECONOMIC RISKS
Economic conditions on a global level or in particular markets, geopolitical uncertainty, and other factors creating
uncertainty and instability may adversely affect consumer confidence and discretionary spending, which could affect our
financial performance.
Consumer confidence and discretionary spending can be affected by various economic conditions, both on a global level and in
particular markets, that can, in turn, affect our business or the retail industry generally. These factors include, among others,
inflation and deflation; actual or perceived declines in consumer purchasing power; economic recession; unemployment levels;
availability of disposable income and actual and perceived wealth; health care costs; costs of oil, gas and other commodities;
interest rates and tax rates and related policies; weakness in the housing market and rising housing costs; volatility in capital
markets and credit availability. Many of these factors have been present in the market in recent years, including inflation and
economic downturn, which has impacted consumer confidence and discretionary spending.
18

Volatility or uncertainty in regulation or policy, including in areas such as international trade and tariff policies; threats or
occurrences of war or armed conflict (including the ongoing Russia-Ukraine conflict, the conflict in the Middle East, and
shipping disruptions in the Red Sea and surrounding waterways); terrorism; pandemics or epidemics (such as the COVID-19
pandemic); supply chain disruptions; geopolitical instability or uncertainty; uncertainty regarding the financial stability of
banking institutions; and political or social unrest and/or conflict (locally or across regions) have had and may continue to  have
significant effects on consumer confidence and spending. Factors that affect consumer confidence and spending can in turn
affect our financial results and impact the retail industry generally. These conditions and factors also shift trends in consumer
spending that could affect our business. Shifts in the market may adversely affect our sales, cash flows, merchandise orders and
results of operations and performance.
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.
Changes in economic conditions, on a global level or in particular markets, may adversely affect our sources of liquidity and
costs of capital and increase our financial exposure, and our strategies for managing these financial risks may not be
effective or sufficient.
Global financial markets can experience volatility, disruption and credit contraction, which could adversely affect global
economic conditions. Changes in economic conditions could adversely affect sources of liquidity available to us or our costs of
capital, including through capital markets. In particular, prolonged volatility or significant disruption of global financial markets
relating to the financial and regulatory environment; interest rate increases following a period of low interest rates; geopolitical
conflict; and disruptions impacting traditional banking, could have a negative impact on our ability to access capital markets
and other funding sources, on acceptable terms or at all, and impede our ability to comply with debt covenants. In addition,
changes in economic conditions could adversely affect plan asset values and investment performance and increase our pension
liabilities, expenses and funding requirements and other related financial exposure with respect to company-sponsored and
multiemployer pension plans. We rely on banks and other financial institutions to safeguard and allow ready access to assets
such as cash and cash equivalents. Our strategies for managing these financial risks and exposures may not be effective or
sufficient or may expose us to risk.
19

Our results may be adversely affected by severe or unseasonable adverse weather, serious disruptions, catastrophic events or
public health crises.
Natural or other disasters, such as hurricanes, tornadoes, floods, wildfires, earthquakes and other extreme weather; climate
conditions, which have recently been increasing in severity and frequency; public health issues, such as pandemics and
epidemics (such as the COVID-19 pandemic); fires or explosions; acts of war or conflict (such as the ongoing Russia-Ukraine
conflict, the ongoing conflict in the Middle East and shipping disruptions in the Red Sea and surrounding waterways); domestic
or foreign terrorism or other acts of violence (including riots or active shooter situations); or cyberterrorism, nation-state cyber-
attacks, or other cyber events could disrupt our operations and/or have an adverse effect on our results of operations and
financial condition in a number of ways, including by causing injury or serious harm to our Associates or customers; severely
damaging or destroying one or more of our stores, distribution facilities, or office facilities; or could disrupt the operations of,
or require the closure of, one or more of our vendors or other parts of our supply chain located in the affected areas. Day-to-day
operations, including our ability to receive products from our vendors or third-party service providers or to transport products to
our stores or to our e-commerce customers could be adversely affected, transportation to and from our stores (by customers or
Associates) could be limited, or we could temporarily close stores or distribution centers in the affected areas or in areas served
by affected distribution centers for a short or extended period of time. Government regulations and responses to such events or
conditions could affect our operations or result in material expenses relating to compliance. Adverse or unseasonable weather,
such as storms, severe cold or heat or unseasonable temperatures (even if not extreme), which could increase in both frequency
and severity over time, may also affect customers’ buying patterns and willingness to shop at all or in certain categories we
offer, particularly in apparel, products viewed as contributing to deforestation or biodiversity loss, or seasonal merchandise and
may affect our ability to source products containing raw materials whose yield is affected by adverse weather, which could
impact our sales, customer satisfaction with our stores, and our markdowns, adversely affecting our business.
As our business is subject to seasonal influences, a significant, unplanned decrease in sales or margins, a severe disruption
or other significant event that impacts our business during the second half of the year could have a disproportionately
adverse effect on our operating results.
Our business is subject to seasonal influences; we generally realize higher levels of sales and earnings in the second half of the
year, which includes the back-to-school and year-end holiday seasons. Any significant, unplanned decrease in sales or margins
or any significant adverse event or disruption that impacts our business during this period, including those described in these
risk factors, could have a disproportionately adverse effect on our results of operations.
Our results may be adversely affected by increased utility, transportation or logistics costs; reduced availability or increased
cost of oil or other fuels; or increased costs of other commodities.
Energy and fuel costs can fluctuate dramatically and, at times, have resulted in significant cost increases, particularly for the
price of oil and gasoline. An increase in the price of oil increases our transportation costs for distribution, utility costs for our
retail stores and costs to purchase our products from suppliers. Although we typically enter into derivative instruments designed
to manage a portion of our transportation costs (a hedging strategy), any such strategy may not be effective or sufficient and
could result in increased operating costs. Increased global and U.S. regulation related to environmental costs, including cap and
trade, carbon taxes or other emissions management systems could also adversely affect our costs of doing business, including
utility, transportation and logistics costs. Shortages or disruptions, including from increased demand, geopolitical conflicts and
other factors, impacting transportation within our supply chain, also negatively impact our cost of business and cause costs to
fluctuate in ways we may not be able to anticipate. For example, in recent years, increased freight costs related to labor,
equipment and capacity shortages involving freight hauling, increased interest rates, as well as other factors, had an adverse
impact on our margins. Geopolitical events have in the past and may again impact fuel resources and operations of third parties
along our supply chain such that our inventory flow and financial performance is negatively impacted. Similarly, food and other
commodity prices can fluctuate dramatically. Such increases can impact the cost of merchandise, which could adversely affect
our performance through potentially reduced consumer demand or reduced margins.
Fluctuations in currency exchange rates may lead to lower revenues and earnings.
Sales made by our stores outside the U.S. are denominated in the currency of the country in which the store is located, and
changes in currency exchange rates affect the translation of the sales and earnings of these businesses into U.S. dollars for
financial reporting purposes. As a result, movements in currency exchange rates have had, and are expected to continue to have,
a significant impact on our consolidated and segment results from time to time. Changes in currency exchange rates can also
increase the cost of inventory purchases that are denominated in a currency other than the local currency of the business buying
the merchandise. When exchange rates change significantly in a short period or move unfavorably over an extended period, it
can be difficult for us to adjust accordingly, and gross margin can be adversely affected. For example, a significant amount of
merchandise we offer for sale is made in China and accordingly, a revaluation of Chinese currency, or increased market
flexibility in the exchange rate for that currency, increasing its value relative to the U.S. dollar or currencies in which our stores
are located, could be significant.
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Additionally, we routinely enter into inventory-related derivative instruments (a hedging strategy) to mitigate the impact of
currency exchange rates on merchandise margins resulting from merchandise purchases by our segments denominated in
currencies other than their local currencies. These mitigation strategies may not be effective or sufficient. In addition, in
accordance with GAAP, we evaluate the fair value of these derivative instruments and make mark-to-market adjustments at the
end of each accounting period. These adjustments are of a much greater magnitude when there is significant volatility in
currency exchange rates and may have a significant impact on our earnings.
We expect that currency exchange rate fluctuations could have a material adverse effect on our sales and results of operations
from time to time. In addition, fluctuations in currency exchange rates may have a greater impact on our earnings and operating
results if a counterparty to one of our hedging arrangements fails to perform.
REGULATORY, LEGAL AND COMPLIANCE RISKS
Failure to comply with laws, rules, regulations and orders and applicable accounting principles and interpretations could
negatively affect our business operations and financial performance.
We are subject to national, state, provincial, regional and local laws, rules, regulations, mandates, accounting standards,
principles and interpretations, as well as government orders in various countries in which we operate that collectively affect
multiple aspects of our business. We are also subject to new and changing laws, rules and regulations, mandates, evolving
interpretations of existing laws by judicial and regulatory authorities, changes in accounting standards, principles or
interpretations and reforms in jurisdictions where we do business. These requirements, current or changing, could adversely
affect our operating results and may affect our operations, and include those involving:
–
labor and employment practices and benefits, including pay transparency requirements, and rules applicable to labor
unions and works councils;
–
import/export, supply chain, social compliance, trade restrictions and logistics, including resulting from changes to
requirements or policies from the Uyghur Forced Labor Prevention Act, the Countering America’s Adversaries
Through Sanctions Act and the continuation of widespread sanctions as a result of the ongoing Russia-Ukraine
conflict;
–
climate change, energy, waste, deforestation, biodiversity, chemicals management and water;
–
consumer protection, product safety and product compliance;
–
marketing;
–
financial regulations and reporting, including various climate-related financial disclosure regulations;
–
tax;
–
cybersecurity, data protection and privacy, such as to comply with, or fines and penalties related to, General Data
Protection Regulation in the European Union and the California Consumer Privacy Act;
–
internet regulations, including e-commerce, electronic communications and privacy;
–
protection of intellectual property rights;
–
health, welfare and safety requirements; and
–
compliance with governmental assistance programs.
Complying with applicable laws, rules, regulations, standards, interpretations, orders and our own internal policies may require
us to spend additional time and resources to develop and implement new policies, procedures and other controls, consolidate
and report additional data, conduct audits, train Associates and third parties on our compliance methods, or take other actions,
particularly as we continue to grow globally and enter new markets, countries, or product categories and affect our operations
including where, what, and how we source and how we allocate what we buy, any of which could adversely impact our results.
Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations have required, and are expected
to continue to require, us to invest in compliance efforts or otherwise expend resources before changes are certain. 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.
In addition, if we, or third parties that perform services on our behalf, including those operating retail businesses, fail to comply
with applicable laws, rules, regulations, standards, interpretations and orders, or are unable to provide us with data or other
information needed to meet our regulatory reporting obligations, we may be subject to judgments, fines or other costs or
penalties, which may cause reputational harm and could adversely affect our operations and our financial results and condition.
21

Our results may be materially adversely affected by the outcomes of litigation, legal proceedings and other legal or
regulatory matters.
We are involved in, and may in the future become involved in additional, legal proceedings, regulatory reviews, audits and
other legal matters. These may involve inquiries, investigations, lawsuits and other proceedings by local, provincial, state and
national governmental entities (in the U.S. and other countries) and private plaintiffs, including with respect to employment and
employee benefits (such as classification, employment rights, discrimination, wage and hour, retaliation, and pay transparency);
whistleblower claims; harassment claims; tax; securities; disclosure; real estate; environmental matters; hazardous materials and
hazardous waste; tort; business practices; consumer protection; privacy/cybersecurity; product safety and compliance;
advertising; and intellectual property. There continue to be employment-related and consumer protection lawsuits, including
putative class actions, in the United States, and we are subject to these types of suits. We cannot predict the results of legal and
regulatory proceedings with certainty, and actual results may differ from any reserves we establish estimating the probable
outcome. Regardless of merit or outcome, these proceedings can be both time-consuming and disruptive to our operations and
may cause reputational harm as well as significant expense and diversion of management attention. Legal, regulatory and other
proceedings could expose us to significant defense costs, fines, penalties and liability to private parties and governmental
entities for monetary recoveries and other amounts and attorneys’ fees and/or require us to change aspects of our operations,
any of which could have a material adverse effect on our business and results of operations.
Quality, safety or other issues with merchandise we buy and sell could impact our reputation, sales and financial results.
Various governmental authorities in the jurisdictions where we do business regulate the quality and safety of the merchandise
we import, transport and sell to consumers. Regulations and standards in this area, including federal laws and regulations
enforced by the U.S. Consumer Product Safety Commission (such as the Consumer Product Safety Improvement Act of 2008)
and the U.S. Food and Drug Administration (such as the U.S. Food Safety Modernization Act), state laws and regulations like
California’s Proposition 65 and similar obligations in other countries in which we operate, impose restrictions and requirements
on the merchandise we buy and sell. These requirements change from time to time, and new national, state, provincial or local
regulations in the U.S. and other countries that may affect our business are contemplated and enacted with some regularity. We
rely on our vendors to provide quality merchandise that complies with applicable laws and regulations and our vendor code of
conduct. However, our vendors have not always complied with such obligations. If we, our merchandise vendors, or other third
parties performing services on our behalf are unable or fail to comply with regulatory requirements on a timely basis or at all, or
to adequately monitor new regulations that may apply to existing or new merchandise categories or in new geographies, or if
we sell non-compliant, unsafe, or previously recalled products, we could have to conduct product recalls, incur significant fines
or penalties for non-compliance with applicable laws and regulations and have to curtail some aspects of our sales or
operations, any of which could have an adverse effect on our financial results. Allegations of non-compliance with applicable
laws and regulations could, and in certain instances in the past have, exposed us to litigation or governmental enforcement
action. Although our arrangements with our vendors frequently provide for indemnification for product liabilities, the vendors
may fail to honor these obligations to an extent we consider sufficient or at all. In certain circumstances, we may bear some
responsibility for compliance with applicable product safety laws, labeling requirements and other applicable laws and
regulations. In addition, failure to comply with, or the perception that we have failed to comply with, other social compliance,
product, labor and/or environmental standards or monitoring practices, all of which continue to evolve, related to the products
we sell could subject us to reputational harm and impact our financial results.
Concerns or issues with the quality, safety and sourcing of merchandise, particularly with products subject to increased levels of
regulation or inquiry, or the authenticity of merchandise, could result in regulatory, civil or criminal fines or penalties; litigation
or reputational harm, any of which could have an adverse effect on our financial results.
Tax matters could adversely affect our results of operations and financial condition.
We are subject to income and other taxes in the U.S. and numerous foreign jurisdictions. Our effective income tax rate and
future tax liability could be adversely affected by numerous factors including the results of tax audits; income before taxes
being lower than anticipated in countries with lower statutory income tax rates and higher than anticipated in countries with
higher statutory income tax rates; changes in income tax rates; changes in transfer pricing; changes in the valuation of deferred
tax assets and liabilities; changes in applicable tax legislation, regulations, treaties and other guidance; and changes in
accounting principles and interpretations relating to tax matters, any of which could adversely impact our results of operations
and financial condition in future periods. Significant judgment is required in evaluating and estimating our worldwide provision
and accruals for taxes, and actual results may differ from our estimations.
22

In addition, we are subject to the continuous examination of our tax returns and reports by national, state, provincial and local
tax authorities in the U.S. and foreign countries, and the examining authorities may challenge positions we take. We are
engaged in various proceedings, which are at various stages, with such authorities with respect to assessments, claims,
deficiencies and refunds. We regularly assess the likely outcomes of these proceedings to determine the adequacy and
appropriateness of our provision for income taxes, and we increase and decrease our provision as a result of these assessments.
However, developments in and actual results of proceedings, rulings or settlements by or with tax authorities or courts
(including due to changes in facts, law or legal interpretations, expiration of applicable statutes of limitations or other
resolutions of tax positions) could result in amounts that differ from those we have accrued for such proceedings in either a
positive or a negative manner, which could materially affect our effective income tax rate in a given financial period, the
amount of taxes we are required to pay and our results of operations. In addition, we are subject to tax audits and examinations
for payroll, value added, sales-based and other taxes relating to our businesses, which could adversely impact our financial
results.
ITEM 1B.  Unresolved Staff Comments
None.
ITEM 1C.  Cybersecurity
Risk Management and Strategy
As a global retailer, we are mindful of the ongoing risks to our IT systems and operations from various sources and have
implemented processes to monitor and mitigate these risks. We have adopted a cybersecurity program designed to identify,
assess, and manage material risks from cybersecurity threats and have integrated cybersecurity risk into our broader enterprise
risk management framework. We incorporate third-party assessments into our risk management program using recognized
standards that are relevant to our business and we periodically self-assess various functional areas of our organization.
We use a variety of strategies and techniques designed to identify cybersecurity risks and reduce the risk of unauthorized access
to our organization’s confidential information (including customer, vendor, and Associate data) and critical business systems.
This approach includes various assessment activities (e.g. threat actor emulation and penetration testing), tabletop exercises,
security awareness and training activities (e.g. simulated phishing campaigns and specialized training for cybersecurity
personnel), encryption of certain types of information, and certain controls governing access to TJX facilities and systems,
among other threat- and risk-based safeguards. The scope and level of our risk-based initiatives in these areas varies across
functions and across the business.
We maintain an Information Management Program that is overseen by our Information Management Steering Committee (the
“IMSC”), which is a cross-functional group consisting of senior leaders from areas such as IT, Cybersecurity, Risk and
Compliance, Privacy, Legal, and Audit. The IMSC is responsible for developing and updating policies to support TJX’s
Information Management Program and enhance the overall privacy, information security, and records management posture of
our business.
Within our Cybersecurity department, our Security Operations Center provides threat detection and incident response
capabilities. We also have an incident response plan which describes roles and responsibilities for internal stakeholders in
responding to and escalating potential cybersecurity incidents. We periodically test this plan through tabletop exercises with
relevant stakeholders across various functions of our business, including members of senior management.
We also have processes in place designed to identify and mitigate risks from third party technology and service providers,
including, as appropriate, pre-contractual due diligence, review of contractual terms addressing cybersecurity and data
protection, and periodic re-assessment based on assessed vendor risk. 
Board of Directors Oversight
Our Board of Directors has oversight of the systems and processes established to report and monitor the most significant risks
to our business (including those related to cybersecurity) and administers this oversight with respect to cybersecurity directly
and through our Audit and Finance Committee. Our Board of Directors has oversight of our enterprise risk management
program and, in addition, our Audit and Finance Committee reviews IT and cybersecurity risks and related topics with senior
management on at least a quarterly basis. Significant cybersecurity risks identified by our Audit and Finance Committee are
reported to the Board for review and consideration. Our Board has also had dedicated sessions during Board meetings on
specific cybersecurity topics both led by our IT senior leaders and by outside advisors as part of its cybersecurity oversight
practices. Additionally, outside of regular Board and committee meetings, the Chair of the IT Subcommittee of the Audit and
Finance Committee meets with senior management (including the Chief Information Security Officer (“CISO”) and the
Executive Vice President, Chief Information Officer (“CIO”)) on at least a quarterly basis to remain informed of and support
our cybersecurity programs, including our assessment of current threats, defensive efforts, and other organizational initiatives.
23

Management’s Role in Managing Risk
Our information security program is overseen by our CISO, who has over thirty-five years of cybersecurity, information
governance, and IT experience in critical infrastructure, private industry, and government. Our CISO reports to our CIO, who
has more than twenty-eight years of global information technology leadership experience. Our CISO is informed about and
monitors the prevention, detection and mitigation of cybersecurity threats through his management of, and participation in, the
cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
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. For more
information, see “Compromises of our cybersecurity, disruptions in our information technology systems, or failure to satisfy the
information technology needs of our business could result in material loss or liability, materially impact our operating results or
materially harm our reputation.” in Item 1A in this Form 10-K.
ITEM 2.  Properties
We lease virtually all of our store locations, as well as some of our distribution and fulfillment centers and office space. Most of
TJX's leases in the U.S. and Canada are store operating leases, generally for an initial term of ten years with options to extend
the lease term for one or more five-year periods. Store operating leases in Europe generally have an initial term of ten to fifteen
years and leases in Australia generally have an initial term of ten years, some of which have options to extend. Some of the
Company's leases have options to terminate prior to the lease expiration date.
24

STORE LOCATIONS
Stores were operated in the following locations at the end of fiscal 2025. Counts include both banners within a combo or a
superstore:
Alabama
39
—
12
51
Arizona
42
—
18
60
Arkansas
18
—
5
23
California
273
—
104
377
Colorado
29
10
12
51
Connecticut
52
1
21
74
Delaware
9
—
7
16
District of Columbia
6
—
—
6
Florida
208
—
92
300
Georgia
95
1
34
130
Hawaii
8
—
—
8
Idaho
9
1
3
13
Illinois
100
9
36
145
Indiana
46
3
13
62
Iowa
20
3
7
30
Kansas
19
2
7
28
Kentucky
32
2
7
41
Louisiana
31
—
10
41
Maine
13
1
5
19
Maryland
56
1
26
83
Massachusetts
108
3
41
152
Michigan
76
7
23
106
Minnesota
34
9
16
59
Mississippi
20
—
6
26
Missouri
39
—
13
52
Montana
6
2
2
10
Nebraska
11
2
6
19
Nevada
22
1
7
30
New Hampshire
28
6
15
49
New Jersey
91
4
55
150
New Mexico
12
1
4
17
New York
169
8
66
243
North Carolina
71
—
32
103
North Dakota
6
2
4
12
Ohio
90
5
29
124
Oklahoma
21
—
6
27
Oregon
28
3
10
41
Pennsylvania
103
4
38
145
Puerto Rico
31
—
6
37
Rhode Island
12
—
6
18
South Carolina
36
2
17
55
South Dakota
6
—
1
7
Tennessee
55
—
19
74
Texas
179
—
81
260
Utah
19
6
11
36
Vermont
9
1
1
11
Virginia
72
4
39
115
Washington
43
2
19
64
West Virginia
11
—
5
16
Wisconsin
45
9
18
72
Wyoming
5
2
—
7
Total stores
2,563
117
1,015
3,695
United States
Marmaxx(a)
Sierra
HomeGoods(a)
Total
(a)
Marmaxx operates TJ Maxx and Marshalls. HomeGoods operates HomeGoods and Homesense.
25

Alberta
44
22
19
85
British Columbia
42
23
9
74
Manitoba
9
5
5
19
New Brunswick
4
3
4
11
Newfoundland
3
2
2
7
Nova Scotia
11
5
2
18
Ontario
129
73
50
252
Prince Edward Island
1
1
—
2
Quebec
57
22
15
94
Saskatchewan
7
4
3
14
Total stores
307
160
109
576
Canada
Winners
HomeSense
Marshalls
Total
United Kingdom
355
73
428
Republic of Ireland
27
2
29
Germany
182
—
182
Poland
53
—
53
Austria
21
—
21
The Netherlands
17
—
17
Total stores
655
75
730
Europe
TK Maxx
Homesense
Total
Australian Capital Territory
3
New South Wales
26
Queensland
26
Victoria
21
South Australia
5
Western Australia
2
Tasmania
1
Total stores
84
Australia
TK Maxx
DISTRIBUTION CENTERS
The following is a summary of our primary owned and leased distribution and fulfillment centers as of February 1, 2025.
Square footage information for the distribution and fulfillment centers represents total “ground cover” of the facility.
Owned
Leased
Total
Square footage in millions
Sq/ft
Count
Sq/ft
Count
Sq/ft
Count
Marmaxx
9
9
6
9
15
18
HomeGoods
5
6
0
1
5
7
Sierra
1
1
1
1
2
2
TJX Canada
—
—
3
5
3
5
TJX International
1
1
4
9
5
10
Total
16
17
14
25
30
42
OFFICE SPACE
TJX has corporate headquarters in Massachusetts which consists of both owned and leased space. Additionally, we own and
lease additional office space throughout the United States and in various countries. As of February 1, 2025, TJX owned and
leased a combined 3.7 million square feet of office space, primarily within the United States. Square footage information for
office space represents total space owned or leased.
26

ITEM 3.  Legal Proceedings
See Legal Contingencies in Note N—Contingent Obligations, Contingencies, and Commitments of Notes to Consolidated
Financial Statements for information on legal proceedings.
ITEM 4.  Mine Safety Disclosures
Not applicable.
PART II
ITEM 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange (Symbol: TJX).
The approximate number of common shareholders of record at February 1, 2025 was 1,800.
INFORMATION ON SHARE REPURCHASES
The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal 2025 and the average price paid
per share are as follows:
Total
Number of Shares
Repurchased(a)
Average Price
Paid Per
Share(b)
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(a)
Approximate Dollar
Value of Shares that
May Yet be Purchased
Under the Plans or
Programs(c)
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
(a)
Consists of shares repurchased under publicly announced stock repurchase programs.
(b)
Includes commissions for the shares repurchased under stock repurchase programs.
(c)
In February 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 $3.6
billion available for repurchase as of February 1, 2025.
ITEM 6.  Reserved
27

ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
TJX provides projections and other forward-looking statements in the following discussions particularly relating to our future
financial performance. These forward-looking statements are estimates based on information currently available to us and
subject to the cautionary statements set forth on page 3 of this Form 10-K. Our results are subject to risks, uncertainties and
potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by any
such forward-looking statements. Applicable risks and uncertainties include, among others, those described in Part I, Item 1A,
Risk Factors, as well as other information we file with the SEC. TJX undertakes no obligation to update or revise any forward-
looking statements, even if experience or future changes make it clear that any projected results expressed or implied in such
statements will not be realized.
The discussion that follows relates to our 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 year ended January 31, 2026 (fiscal 2026).
The following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results.
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 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 February 3, 2024.
OVERVIEW
We are the leading off-price apparel and home fashions retailer in the U.S. and worldwide. Our mission is to deliver great value
to our customers every day. We do this by selling a rapidly changing assortment of apparel, home fashions and other
merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online
retailers) regular prices on comparable merchandise, every day through our stores and six e-commerce sites. We operate over
5,000 stores through our four segments: in the U.S., Marmaxx (which operates TJ Maxx, Marshalls, tjmaxx.com and
marshalls.com) and HomeGoods (which operates 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 segments, Sierra operates retail stores and
sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.
RESULTS OF OPERATIONS
Highlights of our financial performance for fiscal 2025 include the following:
–
Net sales increased 4% to $56.4 billion for fiscal 2025 versus $54.2 billion for fiscal 2024. As of February 1, 2025, the
number of stores in operation increased approximately 3% and selling square footage increased approximately 2%
compared to the end of fiscal 2024.
–
Consolidated comp store sales increased 4% in fiscal 2025. See Net Sales below for the definition of comp store sales.
–
Diluted earnings per share were $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 2024.
–
Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal 2025 was 11.5%. This was a 0.5 percentage
point increase compared to 11.0% for fiscal 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 2025 was 69.4%, a 0.6 percentage point
decrease compared to 70.0% for fiscal 2024.
–
Our selling, general and administrative (“SG&A”) expense ratio for fiscal 2025 was 19.4%, a 0.1 percentage point
increase compared to 19.3% for fiscal 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% at the end of fiscal 2025 as
compared to the prior year.
–
During fiscal 2025, we returned $4.1 billion to our shareholders through share repurchases and dividends. A dividend
of $0.375 per share was declared in the fourth quarter of fiscal 2025 and paid in March 2025.
–
We announced that we plan to enter Spain with our TK Maxx banner in fiscal 2027.
28

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.
Operating Results as a Percentage of Net Sales
The following table sets forth our consolidated operating results as a percentage of net sales.
 
Percentage of Net Sales
 
Fiscal 2025
Fiscal 2024
Net sales
100.0 %
100.0 %
Cost of sales, including buying and occupancy costs
69.4
70.0
Selling, general and administrative expenses
19.4
19.3
Interest (income) expense, net
(0.3)
(0.3)
Income before income taxes*
11.5 %
11.0 %
*
Figures may not foot due to rounding.
Net Sales
Net sales for fiscal 2025 totaled $56.4 billion, a 4% increase versus net sales of $54.2 billion for fiscal 2024. The increase
includes a 4% increase in comp store sales, a 2% increase from non-comp store sales, a neutral impact from foreign currency
exchange 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 2025 and fiscal 2024.
Comp store sales increased 4% for fiscal 2025 and increased 5% for fiscal 2024. Comp store sales for fiscal 2025 was driven by
an increase in customer transactions. 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.
As of February 1, 2025, our store count increased approximately 3% and selling square footage increased approximately 2%
compared to the same period last year.
Definition of Comparable Store Sales
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, or, in other words, stores that are starting their third fiscal year of operation. 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. Relocated stores and stores that have changed in size are generally classified in the same way as the original
store, and we believe that the impact of these stores on the consolidated comp store sales percentage is immaterial.
29

Sales excluded from comp store sales (“non-comp store sales”) consist of sales from:
–
New stores - stores that have not yet met the comp store sales criteria, which represents a substantial majority of non-
comp store sales
–
Stores that are closed permanently or for an extended period of time
–
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 determine which stores are included in the comp store sales calculation at the beginning of a fiscal year, and the
classification remains constant throughout that year unless a store is closed permanently or for an extended period during that
fiscal year.
Comp store sales of our foreign segments are calculated on a constant currency basis. We define constant currency basis as
translating the current year’s results using the prior year’s exchange rates. This removes the effect of changes in currency
exchange rates, which we believe is a more appropriate measure of performance.
Comp store sales may be referred to as “same store” sales by other retail companies. The method for calculating comp store
sales varies across the retail industry; therefore, our measure of comp store sales may not be comparable to that of other retail
companies. Comparable store sales for a category such as home or apparel include sales from merchandise within such category
combined across all divisions at the stores that fall within the Company’s definition of comparable stores for such period.
We define customer transactions to be the number of transactions in stores included in the comp store sales calculation. We
define average ticket to be the average retail price of the units sold. We define average basket to be the average dollar value of
transactions.
Revenues by Geography
The percentages of our consolidated revenues by geography for the last two fiscal years are as follows:
Fiscal 2025
Fiscal 2024
United States:
Northeast
21 %
22 %
Midwest
13
13
South (including Puerto Rico)
28
28
West
16
15
Total United States
78 %
78 %
Canada
9
9
Europe
12
12
Australia
1
1
Total TJX
100 %
100 %
Impact of Foreign Currency Exchange Rates
Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a
division’s local currency in relation to other currencies. We specifically refer to “foreign currency” as the impact of
translational foreign currency exchange and mark-to-market of inventory derivatives, as described in detail below. This does
not include the impact foreign currency exchange rates can have on various transactions that are denominated in a currency
other than an operating division’s local currency, which is referred to as “transactional foreign exchange,” and also described
below.
Translation Foreign Exchange
In our Consolidated Financial Statements, we translate the operations of TJX Canada and TJX International from local
currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange
rates between comparable prior periods can result in meaningful variations in assets, liabilities, net sales, net income and
earnings per share as well as the net sales and operating results of these segments. Currency translation generally does not affect
operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at approximately
the same rates within a given period.
30

Mark-to-Market Inventory Derivatives
We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency
exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally
TJX Canada and TJX International. As we have not elected 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. In subsequent periods, the income statement impact of the mark-to-
market adjustment is effectively offset when the inventory being hedged is paid for. While these effects occur every reporting
period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a
short period of time. The mark-to-market adjustment on these derivatives does not affect net sales, but it does affect the cost of
sales, operating margins and earnings we report.
Transactional Foreign Exchange
When discussing the impact on our results of the effect of foreign currency exchange rates on certain transactions, we refer to it
as “transactional foreign exchange”. This primarily includes the impact that foreign currency exchange rates may have on the
year-over-year comparison of merchandise margin as well as “foreign currency gains and losses” on transactions that are
denominated in a currency other than the operating division's local currency. These two items can impact segment margin
comparison of our foreign divisions and we have highlighted them when they are meaningful to understanding operating trends.
Cost of Sales, Including Buying and Occupancy Costs
Cost of sales, including buying and occupancy costs, as a percentage of net sales was 69.4% for fiscal 2025, a decrease of 0.6
percentage points compared to 70.0% of net sales for fiscal 2024.
The decrease in the cost of sales ratio, including buying and occupancy costs, was attributable to higher merchandise margin
due to higher markon, lower freight costs and lower inventory shrink expense, partially offset by higher supply chain costs.
Selling, General and Administrative Expenses
SG&A expenses, as a percentage of net sales, was 19.4% for fiscal 2025, an increase of 0.1 percentage points compared to
19.3% for 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.
Interest (Income) Expense, net
The components of interest (income) expense, net for the last two fiscal years are summarized below:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
(53 weeks)
Interest expense
$
78 $
82
Capitalized interest
(2)
(3)
Interest (income)
(257)
(249)
Interest (income) expense, net
$
(181) $
(170)
Interest (income) expense, net increased for fiscal 2025 compared to fiscal 2024 due to an increase in interest income driven by
a higher average cash balance.
Provision for Income Taxes
In 2021, the Organization for Economic Co-operation and Development announced an Inclusive Framework on Base Erosion
and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large
multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have been issued.
Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model
Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation
in future years. 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 remains uncertainty as to the final Pillar Two model
rules. We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules
in the non-US tax jurisdictions in which we operate.
31

The effective income tax rate was 25.0% for fiscal 2025 and fiscal 2024. There were no significant changes to our effective
income tax rate for fiscal 2025, compared to fiscal 2024.
Net Income and Diluted Earnings Per Share
Net income was $4.9 billion in fiscal 2025 compared to $4.5 billion in 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. Foreign currency had a $0.01 positive impact on diluted earnings per share in fiscal 2025 compared to a neutral
impact on diluted earnings per share in fiscal 2024.
Segment Information
We operate four segments. In the United States, our Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and
marshalls.com and our HomeGoods segment operates HomeGoods and Homesense. Our TJX Canada segment operates
Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates TK Maxx, Homesense,
tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. 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.
We evaluate the performance of our segments based on “segment profit or loss,” which we define as pre-tax income or loss
before general corporate expense and interest (income) expense, net, and certain separately disclosed unusual or infrequent
items. “Segment profit or loss,” as we define the term, may not be comparable to similarly titled measures used by other
companies. The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage
of net sales. These measures of performance should not be considered an alternative to net income or cash flows from operating
activities, as an indicator of our performance or as a measure of liquidity.
Presented below is selected financial information related to our segments.
32

U.S. SEGMENTS
Marmaxx
 
Fiscal Year Ended
U.S. dollars in millions
February 1,
2025
February 3,
2024
(53 weeks)
Net sales
$
34,604
$
33,413
Segment profit
$
4,895
$
4,597
Segment profit margin
14.1 %
13.8 %
Comp store sales
4 %
6 %
Stores in operation at end of period:
TJ Maxx
1,333
1,319
Marshalls
1,230
1,197
Sierra
117
95
Total
2,680
2,611
Selling square footage at end of period (in millions):
TJ Maxx
30
29
Marshalls
27
27
Sierra
1
1
Total
58
57
Net Sales
Net sales for Marmaxx were $34.6 billion for fiscal 2025, an increase of 4% compared to $33.4 billion for fiscal 2024. The
increase in net sales reflects a 4% increase from comp store sales and a 2% increase from non-comp store sales, partially offset
by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.
The increase in comp store sales for fiscal 2025 was driven by an increase in customer transactions. While both Marmaxx home
and apparel comp store sales growth were positive, home comp store sales growth outperformed apparel comp store sales
growth for fiscal 2025. Geographically, comp store sales growth was positive across all regions.
Segment Profit Margin
Segment profit margin increased to 14.1% for fiscal 2025 compared to a segment profit margin of 13.8% for fiscal 2024. The
increase in segment profit margin was primarily driven by higher merchandise margin, partially offset by incremental store
wage and payroll costs and higher occupancy and administrative costs. Merchandise margin reflects higher markon and lower
inventory shrink expense.
Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of
Marmaxx’s net sales for fiscal 2025 and fiscal 2024, and did not have a significant impact on year-over-year segment margin
comparisons.
In fiscal 2026, we expect to open 40 Marmaxx net new stores and approximately 20 new Sierra stores, which would increase
selling square footage by approximately 2%.
33

HomeGoods
 
Fiscal Year Ended
U.S. dollars in millions
February 1,
2025
February 3,
2024
(53 weeks)
Net sales
$
9,386
$
8,990
Segment profit
$
1,021
$
861
Segment profit margin
10.9 %
9.6 %
Comp store sales
4 %
3 %
Stores in operation at end of period:
HomeGoods
943
919
Homesense
72
55
Total
1,015
974
Selling square footage at end of period (in millions):
HomeGoods
17
17
Homesense
2
1
Total
19
18
Net Sales
Net sales for HomeGoods were $9.4 billion for fiscal 2025, an increase of 4%, compared to $9.0 billion for fiscal 2024. The
increase in net sales reflects a 4% increase from comp store sales and a 2% increase from non-comp store sales, partially offset
by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.
The increase in comp store sales for fiscal 2025 reflected an increase in customer transactions, partially offset by a decrease in
average basket. Geographically, comp store sales growth was strongest in the West and Midwest regions.
Segment Profit Margin
Segment profit margin increased to 10.9% for fiscal 2025 compared to a segment profit margin of 9.6% for fiscal 2024. The
increase in segment profit margin for fiscal 2025 was primarily driven by higher merchandise margin and the year-over-year
benefit from closing HomeGoods’ e-commerce business last year, partially offset by incremental store wage and payroll costs.
Merchandise margin reflects lower freight costs and higher markon.
In fiscal 2026, we expect to open 30 new HomeGoods stores, of which 9 are expected to be Homesense stores. This would
increase selling square footage by approximately 3%.
34

FOREIGN SEGMENTS
TJX Canada
 
Fiscal Year Ended
U.S. dollars in millions
February 1,
2025
February 3,
2024
(53 weeks)
Net sales
$
5,189
$
5,046
Segment profit
$
703
$
715
Segment profit margin
13.5 %
14.2 %
Comp store sales
5 %
3 %
Stores in operation at end of period:
Winners
307
302
HomeSense
160
158
Marshalls
109
106
Total
576
566
Selling square footage at end of period (in millions):
Winners
7
7
HomeSense
3
3
Marshalls
2
2
Total
12
12
Net Sales
Net sales for TJX Canada were $5.2 billion for fiscal 2025, an increase of 3% compared to $5.0 billion for fiscal 2024. The
increase in net sales reflects a 5% increase in comp store sales and a 2% increase in non-comp store sales, partially offset by a
negative foreign currency exchange rate impact of 2% and a negative 2% estimated year-over-year impact of the 53rd week in
fiscal 2024. The increase in comp store sales was driven by an increase in customer transactions.
Segment Profit Margin 
Segment profit margin decreased to 13.5% for fiscal 2025 compared to a segment profit margin of 14.2% for fiscal 2024. 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.
In fiscal 2026, we expect to open 12 new stores in Canada, which would increase selling square footage by approximately 2%.
35

TJX International
 
Fiscal Year Ended
U.S. dollars in millions
February 1,
2025
February 3,
2024
(53 weeks)
Net sales
$
7,181
$
6,768
Segment profit
$
422
$
332
Segment profit margin
5.9 %
4.9 %
Comp store sales
4 %
3 %
Stores in operation at end of period:
TK Maxx
655
644
Homesense
75
79
TK Maxx Australia
84
80
Total
814
803
Selling square footage at end of period (in millions):
TK Maxx
13
13
Homesense
1
1
TK Maxx Australia
1
1
Total
15
15
Net Sales
Net sales for TJX International were $7.2 billion for fiscal 2025, an increase of 6% compared to $6.8 billion for fiscal 2024.
The increase in net sales reflects a 4% increase in comp store sales, a 3% increase from non-comp store sales and a positive
foreign currency exchange rate impact of 1%, partially offset by a negative 2% estimated year-over-year impact of the 53rd
week in fiscal 2024. The increase in comp store sales was driven by an increase in customer transactions.
E-commerce sales represented less than 4% of TJX International’s net sales for both fiscal 2025 and fiscal 2024.
Segment Profit Margin
Segment profit margin increased to 5.9% for fiscal 2025 compared to a segment profit margin of 4.9% for fiscal 2024. This
increase was due to higher merchandise margin, a favorable year-over-year impact from a prior year reserve related to a
German COVID program receivable, partially offset by incremental store wage costs. Merchandise margin reflects higher
markon and lower markdowns.
In fiscal 2026, we expect to open 22 net new stores in Europe and 6 new stores in Australia, which would increase selling
square footage by approximately 3%.
GENERAL CORPORATE EXPENSE
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
(53 weeks)
General corporate expense
$
739 $
708
General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our
segments. General corporate expenses are primarily included in SG&A expenses. The mark-to-market adjustment of our fuel
and inventory hedges is included in cost of sales, including buying and occupancy costs.
The increase in general corporate expense for fiscal 2025 was primarily driven by other administrative costs and share-based
compensation costs, partially offset by the favorable year-over-year impacts related to the mark-to-market adjustments on
inventory hedges.
36

ANALYSIS OF FINANCIAL CONDITION
Liquidity and Capital Resources
Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by
short-term bank borrowings and the issuance of commercial paper. As of February 1, 2025, there were no short-term bank
borrowings or commercial paper outstanding. We believe our existing cash and cash equivalents, internally generated funds and
our credit facilities, under which facilities we have $1.5 billion available as of the period ended February 1, 2025, as described
in Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are adequate to meet our
operating needs for the foreseeable future.
As of February 1, 2025, we held $5.3 billion in cash. Approximately $1.4 billion of our cash was held by our foreign
subsidiaries with $875 million held in countries where we intend to indefinitely reinvest any undistributed earnings. We have
provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in
Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 1, 2025. If we repatriate cash from such
subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes
paid.
We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness
depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. Periodically,
we have used, and in the future we may again use, operating cash flow and cash on hand to repay portions of our indebtedness,
depending on prevailing market conditions, liquidity requirements, existing economic conditions, contractual restrictions and
other factors. As such, we may, from time to time, seek to retire, redeem, prepay or purchase our outstanding debt through
redemptions, cash purchases, prepayments, refinancings and/or exchanges, in open market purchases, privately negotiated
transactions, by tender offer or otherwise. If we use our operating cash flow and/or cash on hand to repay our debt, it will
reduce the amount of cash available for additional capital expenditures.
Operating Activities
Net cash provided by operating activities was $6.1 billion in both fiscal 2025 and fiscal 2024. Our operating cash flows
increased by $59 million compared to fiscal 2024 primarily due to a $390 million increase in net income, partially offset by a
$215 million decrease in accrued expenses reflecting lower incentive compensation costs.
Investing Activities
Investing activities resulted in net cash outflows of $2.5 billion in fiscal 2025 and $1.7 billion in fiscal 2024. The cash outflows
for both periods were primarily driven by capital expenditures. In addition, fiscal 2025 cash outflows include the purchase of
our equity method investments related to our joint venture with Grupo Axo and a minority ownership position in BFL.
Net cash used in investing activities include capital expenditures for the last two fiscal years as set forth in the table below:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
New stores
$
176 $
153
Store renovations and improvements
788
725
Office and distribution centers
954
844
Total capital expenditures
$
1,918 $
1,722
We expect our capital expenditures in fiscal 2026 will be in the range of approximately $2.1 billion to $2.2 billion, including
approximately $1.0 billion to $1.1 billion for our offices and distribution centers (including information technology systems) to
support growth, approximately $0.9 billion for store renovations and approximately $0.2 billion for new stores. We plan to fund
these expenditures with our existing cash balances and through internally generated funds.
During fiscal 2025, we entered into a definitive agreement for a joint venture with Axo to hold a 49% ownership stake in MOS,
Axo’s off-price, physical store business in Mexico. 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. We and Axo both expect to make additional future
investments in the joint venture to support the expected growth of the business.
During fiscal 2025, we entered into a definitive agreement to make an investment for a 35% ownership stake in privately held
BFL, representing a non-controlling, minority position. 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.
37

We funded these expenditures and investments with our existing cash balances and through internally generated funds.
Financing Activities
Net cash used in financing activities resulted in net cash outflows of $3.8 billion in fiscal 2025 compared to net cash outflows
of $4.2 billion in fiscal 2024. The cash outflows for both periods were primarily driven by equity repurchases and dividend
payments.
Debt
The cash outflows in fiscal 2024 were due to the repayment of our $500 million 2.500% ten-year Notes due May 2023 during
the second quarter of fiscal 2024. For further information regarding long-term debt, see Note J—Long-Term Debt and Credit
Lines of Notes to Consolidated Financial Statements.
Equity
Under our stock repurchase program, we paid $2.5 billion to repurchase and retire 22.3 million shares of our stock in fiscal
2025. We paid $2.5 billion to repurchase and retire 29 million shares of our stock in fiscal 2024.
In February 2025, we announced that our Board of Directors had approved a new stock repurchase program that authorizes the
repurchase of up to an additional $2.5 billion of our common stock from time to time. We currently plan to repurchase
approximately $2 billion to $2.5 billion of stock under our stock repurchase programs in fiscal 2026. We determine the timing
and amount of repurchases based on our assessment of various factors including excess cash flow, liquidity, economic and
market conditions, our assessment of prospects for our business, legal requirements, and other factors. The timing and amount
of these purchases may change. As of February 1, 2025, approximately $3.6 billion remained available under our existing stock
repurchase programs. For further information regarding equity repurchases, see Note D—Capital Stock and Earnings Per Share
of Notes to Consolidated Financial Statements.
Dividends
We declared quarterly dividends on our common stock which totaled $1.50 per share in fiscal 2025 and $1.33 per share in fiscal
2024. Cash payments for dividends on our common stock totaled $1.6 billion for fiscal 2025 and $1.5 billion for fiscal 2024.
We expect to pay quarterly dividends for fiscal 2026 of $0.425 per share, or an annual dividend of $1.70 per share, subject to
the declaration and approval by our Board of Directors. This would represent a 13% increase over the per share dividends
declared and paid in fiscal 2025.
Contractual Obligations
See the descriptions of our financing arrangements, commitments and contingencies, and contractual obligations outlined below
and within the following Notes to Consolidated Financial Statements.
–
See Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for future payments
under long-term debt arrangements (including current installments).
–
See Note L—Leases of Notes to Consolidated Financial Statements. Operating lease liabilities exclude legally binding
minimum lease payments for approximately 150 leases signed but not yet commenced and include options to extend
lease terms that are now deemed reasonably certain of being exercised according to our Lease Accounting Policy. The
balances do not include variable costs for insurance, real estate taxes, other operating expenses and, in some cases, rent
payments based on a percentage of sales; these items totaled approximately one-third of the total minimum rent for
fiscal 2025.
–
See Note M—Accrued Expenses and Other Liabilities, Current and Long Term of Notes to Consolidated Financial
Statements for long-term liabilities for which it is not reasonably possible for us to predict when they may be paid,
which includes $0.7 billion for employee compensation and benefits and $0.2 billion for uncertain tax positions.
–
We also have non-cancellable purchase obligations under purchase orders for merchandise and under agreements for
capital items, products and services used in our business, including executive employment and other agreements.
38

CRITICAL ACCOUNTING ESTIMATES
We prepare our Consolidated Financial Statements in accordance with GAAP which requires us to make certain estimates and
judgments that impact our reported results. These judgments and estimates are based on historical experience and other factors
which we continually review and believe are reasonable. We consider our most critical accounting estimates, involving
uncertainty requiring management estimates and judgments, to be those relating to the areas described below.
Inventory Valuation
We use the retail method for valuing inventory for all our businesses except TK Maxx in Australia. The businesses that utilize
the retail method have some inventory that is initially valued at cost before the retail method is applied as it has not been fully
processed for sale (i.e. inventory in transit and unprocessed inventory in our distribution centers). Under the retail method, the
cost value of inventory and gross margins are determined by calculating a cost-to-retail ratio and applying it to the retail value
of inventory. It involves management estimates with regard to markdowns and inventory shrinkage. Under the retail method,
permanent markdowns are reflected in inventory valuation when the price of an item is reduced. We have a specific policy as to
when and how markdowns are to be taken, greatly reducing management’s discretion and the need for management estimates as
to markdowns. Inventory shrinkage requires estimating a shrinkage rate for interim periods; however, we take a full physical
inventory near the fiscal year-end to determine shrinkage at year-end. We do not generally enter into arrangements with vendors
that provide for rebates and allowances that could ultimately affect the value of inventory.
Reserves for Uncertain Tax Positions
Similar to many large corporations, our income and other tax returns and reports are regularly audited by federal, state and local
tax authorities in the United States and in foreign jurisdictions where we operate, and such authorities may challenge positions
we take. We are engaged in various administrative and judicial proceedings in multiple jurisdictions with respect to
assessments, claims, deficiencies and refunds and other tax matters, which proceedings are in various stages of negotiation,
assessment, examination, litigation and settlement. The outcomes of these proceedings are uncertain. In accordance with
GAAP, we evaluate our uncertain tax positions based on our understanding of the facts, circumstances and information
available at the reporting date, and we accrue for exposure when we believe that it is more likely than not, based on the
technical merits, that the positions we have taken will not be sustained. However, in the next twelve months and in future
periods, the amounts we accrue for uncertain tax positions from time to time or ultimately pay, as the result of the final
resolutions of examinations, judicial or administrative proceedings, changes in facts, law, or legal interpretations, expiration of
applicable statute of limitations or other resolutions of, or changes in, tax positions may differ either positively or negatively
from the amounts we have accrued, and may result in reductions to or additions to accruals, refund claims or payments for
periods not currently under examination or for which no claims have been made. Final resolutions of our tax positions or
changes in accruals for uncertain tax positions could result in additional tax expense or benefit and could have a material impact
on our results of operations of the period in which an examination or proceeding is resolved or in the period in which a changed
outcome becomes probable and reasonably estimable.
Loss Contingencies
Certain conditions may exist as of the date the Consolidated Financial Statements are issued that may result in a loss to us but
will not be resolved until one or more future events occur or fail to occur. Our management, with the assistance of our legal
counsel, assesses such contingent liabilities. Such assessments inherently involve the exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against us or claims that may result in such proceedings, our legal
counsel assists us in evaluating the perceived merits of any legal proceedings or claims as well as the perceived merits of the
relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the
liability can be reasonably estimated, we will accrue for the estimated liability in the Consolidated Financial Statements. If the
assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but
cannot be reasonably estimated, we will disclose the nature of the contingent liability, together with an estimate of the range of
the possible loss or a statement that such loss is not reasonably estimable.
RECENT ACCOUNTING PRONOUNCEMENTS
For a discussion of any new accounting pronouncements, see Note A—Basis of Presentation and Summary of Accounting
Policies of Notes to Consolidated Financial Statements included in this annual report on Form 10-K, including the dates of
adoption and estimated effects on our results of operations, financial position or cash flows. We do not expect any other
recently issued accounting pronouncements will have a material effect on our Consolidated Financial Statements.
39

ITEM 7A.  Quantitative and Qualitative Disclosure about Market Risk
We are exposed to market risks in the ordinary course of business. Some potential market risks are discussed below:
FOREIGN CURRENCY EXCHANGE RISK
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 where the goods are sold and on intercompany debt and
interest payable between and among our domestic and international operations. Our currency risk primarily relates to our
activity in the Canadian dollar, British pound and Euro. As more fully described in Note E—Financial Instruments of Notes to
Consolidated Financial Statements, we use derivative financial instruments to hedge a portion of certain merchandise purchase
commitments, primarily at our international operations, and a portion of our intercompany transactions with and within our
international operations. We enter into derivative contracts only for the purpose of hedging the underlying economic exposure.
We utilize currency forward and swap contracts, designed to offset the gains or losses on the underlying exposures. The
contracts are executed with banks we believe are creditworthy and are denominated in currencies of major industrial countries.
Our foreign exchange risk management policy prohibits us from using derivative financial instruments for trading or other
speculative purposes and we do not use any leveraged derivative financial instruments. We have performed a sensitivity
analysis assuming a hypothetical 10% movement in the translation of our foreign operations into our reporting currency. The
analysis indicated a potential impact of approximately $112 million on our pre-tax income in fiscal 2025 and approximately
$105 million in fiscal 2024.
EQUITY PRICE AND OTHER MARKET RISK
The assets of our funded qualified pension plan, a portion of which are equity securities, are subject to the risks and
uncertainties of the financial markets. We invest the pension assets (described further in Note I—Pension Plans and Other
Retirement Benefits of Notes to Consolidated Financial Statements) in a manner that attempts to manage our exposure to
market uncertainties. Investments, in general, are exposed to various risks, such as interest rate, credit, and overall market
volatility risks. A significant decline in the financial markets could adversely affect the value of our pension plan assets and the
funded status of our pension plan, resulting in increased required contributions to the plan or other plan-related liabilities. Our
pension plan investment policy prohibits the use of derivatives for speculative purposes.
ITEM 8.  Financial Statements and Supplementary Data
The information required by this Item may be found on pages F-1 through F-36 of this annual report on Form 10-K.
ITEM 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
ITEM 9A.  Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
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 Securities Exchange Act of 1934, as 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.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at a reasonable assurance level in ensuring that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment
in evaluating the cost-benefit relationship of implementing controls and procedures.
(b) Changes in Internal Control Over Financial Reporting
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 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.
40

(c) Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process
designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar
functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP
and includes those policies and procedures that:
–
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of TJX;
–
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with GAAP, and that receipts and expenditures of TJX are being made only in accordance with
authorizations of management and directors of TJX; and
–
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of TJX’s assets that could have a material effect on the Consolidated Financial Statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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 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 1, 2025.
PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the Consolidated
Financial Statements contained herein, has audited the effectiveness of our internal control over financial reporting as of
February 1, 2025, and has issued an attestation report on the effectiveness of our internal controls over financial reporting
included herein.
ITEM 9B.  Other Information
During the fiscal quarter ended February 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 are defined in Item 408(a) of
Regulation S-K under the Exchange Act.
ITEM 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
ITEM 10.  Directors, Executive Officers and Corporate Governance
The information concerning our executive officers is set forth under the heading “Information about our Executive Officers” in
Part I of this report. 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 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 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 operating and
financial executives. The Code of Ethics for TJX Executives is designed to ensure integrity in TJX’s financial reports and
public disclosures. TJX also has a Director Code of Business Conduct & Ethics which promotes honest and ethical conduct,
compliance with applicable laws, rules and regulations and the avoidance of conflicts of interest. Both of these codes of conduct
are published at tjx.com. We intend to disclose any future amendments to, or waivers from, the Code of Ethics for TJX
Executives or the 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.
41

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.
ITEM 11.  Executive Compensation
The information required by this Item will appear under the headings “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 Versus Performance”) are incorporated herein by reference.
ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
The information required by this Item will appear under the headings “Equity Compensation Plan Information” and “Beneficial
Ownership” in our Proxy Statement, which sections are incorporated herein by reference.
ITEM 13.  Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will appear under the heading “Election of Directors,” including in “Board
Independence” and under the heading “Corporate Governance,” including in “Transactions with Related Persons” in our Proxy
Statement, which sections are incorporated herein by reference.
ITEM 14.  Principal Accountant Fees and Services
The information required by this Item will appear under the headings “Auditor Fees,” “Pre-Approval Policies” and “Audit and
Finance Committee Report” in our Proxy Statement, which sections are incorporated herein by reference.
PART IV
ITEM 15.  Exhibits, Financial Statement Schedule
(a) FINANCIAL STATEMENT SCHEDULE
For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page
F-1.
Schedule II – Valuation and Qualifying Accounts
In millions
Balance
Beginning of
Period
Amounts
Charged to
Net Income
Write-Offs
Against
Reserve
Balance
End of
Period
Sales Return Reserve:
Fiscal Year Ended February 1, 2025
$
150 $
5,700 $
5,699 $
151
Fiscal Year Ended February 3, 2024
$
148 $
5,802 $
5,800 $
150
Fiscal Year Ended January 28, 2023
$
142 $
5,600 $
5,594 $
148
42

(b) EXHIBITS
Listed below are all exhibits filed as part of this report. Some exhibits are filed by the Registrant with the Securities and
Exchange Commission pursuant to Rule 12b-32 under the Exchange Act.
3(i).1
Fifth Restated Certificate of Incorporation
10-K
3(i).1
4/3/2019
3(ii).1
By-laws as amended and restated through September 18, 2024
8-K
3.1
9/23/2024
4.01
Indenture between TJX and U.S. Bank National Association dated September 12, 2016
8-K
4.1
9/12/2016
4.02
First Supplemental Indenture dated as of September 12, 2016 by and between TJX and U.S.
Bank National Association, as Trustee, including the form of Global Note attached as Annex
A thereto
8-K
4.2
9/12/2016
4.03
Indenture dated as of April 1, 2020 between The TJX Companies, Inc. and U.S. Bank
National Association, as Trustee
8-K
4.1
4/1/2020
4.04
Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank
National Association, as Trustee, including the form of Global Note attached as Annex A
thereto
8-K
4.4
4/1/2020
4.05
Fourth Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank
National Association, as Trustee, including the form of Global Note attached as Annex A
thereto
8-K
4.5
4/1/2020
4.06
Fifth Supplemental Indenture, dated as of November 30, 2020 by and between TJX and U.S.
Bank National Association, as Trustee, including the form of Global Note attached as Annex
A thereto.
8-K
4.1
12/3/2020
4.07
Sixth Supplemental Indenture, dated as of November 30, 2020 by and TJX and U.S. Bank
National Association, as Trustee, including the form of Global Note attached as Annex A
thereto
8-K
4.2
12/3/2020
4.08
Description of Registrant's Securities
10-K
4.06
3/27/2020
10.01
The Executive Severance Plan effective September 27, 2018*
10-Q
10.2
12/4/2018
10.02
The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Carol Meyrowitz and TJX*
10-Q
10.3
12/4/2018
10.03
The Employment Agreement dated February 1, 2019 between Carol Meyrowitz and TJX*
10-K
10.03
4/3/2019
10.04
The Amendment to the Employment Agreement between Carol Meyrowitz and TJX effective
as of January 28, 2022*
10-K
10.04
3/30/2022
10.05
The Letter Agreement dated January 31, 2025 between Carol Meyrowitz and TJX, filed
herewith*
10.06
The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Ernie Herrman and TJX*
10-Q
10.4
12/4/2018
10.07
The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX*
10-K
10.05
4/3/2019
10.08
The Amendment to the Employment Agreement between Ernie Herrman and TJX effective as
of January 28, 2022*
10-K
10.07
3/30/2022
10.09
The Letter Agreement dated January 31, 2025 between Ernie Herrman and TJX, filed
herewith*
10.10
The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*
10-K
10.6
4/4/2018
10.11
The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Kenneth Canestrari and TJX*
10-Q
10.7
12/4/2018
10.12
The Amendment to the Employment Agreement between Kenneth Canestrari and TJX
effective as of February 13, 2019*
10-K
10.16
4/3/2019
10.13
The Amendment to the Employment Agreement between Kenneth Canestrari and TJX
effective as of January 29, 2021*
10-K
10.17
3/31/2021
10.14
The Amendment to the Employment Agreement between Kenneth Canestrari and TJX
effective as of February 2, 2024*
10-K
10.17
4/3/2024
10.15
The Executive Severance and Change of Control Plan effective September 19, 2022*
10-K
10.18
4/3/2024
10.16
The Offer Letter Agreement dated February 2, 2024 between John Klinger and TJX*
10-K
10.19
4/3/2024
10.17
The Obligations Agreement dated November 14, 2022 between John Klinger and TJX*
10-Q
10.6
11/29/2022
10.18
The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX*
10-K
10.7
4/4/2018
10.19
The Executive Severance Plan Participation Agreement dated September 27, 2018 between
Douglas Mizzi and TJX*
10-Q
10.8
12/4/2018
Incorporate by Reference
Exhibit
No.
Description
Form
Exhibit
No.
Filing
 Date
43

10.20
The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as
of February 13, 2019*
10-K
10.19
4/3/2019
10.21
The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as
of January 29, 2021*
10-K
10.21
3/31/2021
10.22
The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as
of February 2, 2024*
10-K
10.25
4/3/2024
10.23
The Stock Incentive Plan (2022 Restatement)*
10-Q
10.1
8/26/2022
10.24
The Stock Incentive Plan Rules for U.K. Employees, effective as of September 19, 2022*
10-Q
10.3
11/29/2022
10.25
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
Incentive Plan as of September 17, 2015*
10-Q
10.2
12/1/2015
10.26
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock
Incentive Plan as of September 19, 2022*
10-Q
10.2
11/29/2022
10.27
The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016
to Ernie Herrman*
10-K
10.19
3/29/2016
10.28
The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of
March 28, 2022*
10-Q
10.2
5/27/2022
10.29
The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March
28, 2022*
10-Q
10.3
5/27/2022
10.30
The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*
10-K
10.20
3/31/2015
10.31
The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of
June 7, 2016*
10-Q
10.2
8/26/2016
10.32
The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of
January 1, 2024*
10-Q
10.1
11/29/2023
10.33
The Management Incentive Plan and Long Range Performance Incentive Plan (2013
Restatement)*
10-K
10.22
4/2/2013
10.34
The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First
Amendment to the GDCP, effective January 1, 1999*
10-K
10.9
4/29/1999
10.35
The Second Amendment to the GDCP, effective January 1, 2000*
10-K
10.10
4/28/2000
10.36
The Third and Fourth Amendments to the GDCP*
10-K
10.17
3/29/2006
10.37
The Fifth Amendment to the GDCP, effective January 1, 2008*
10-K
10.17
3/31/2009
10.38
The Supplemental Executive Retirement Plan (2015 Restatement)*
10-Q
10.3
5/29/2015
10.39
The Executive Savings Plan (As Amended and Restated, Effective January 1, 2022) (the
ESP)*
10.K
10.46
3/30/2022
10.40
The First Amendment to the Executive Savings Plan, effective April 1, 2023*
10-Q
10.1
5/26/2023
10.41
The Second Amendment to the Executive Savings Plan, effective January 1, 2024*
10-K
10.49
4/3/2024
10.42
The Trust Agreement for Executive Savings Plan dated as of January 20, 2023 between TJX
and Fidelity Management Trust Company*
10-K
10.55
3/29/2023
10.43
The Form of TJX Indemnification Agreement for its executive officers and directors*(p)
10-K
10(r)
4/27/1990
10.44
2026 Revolving Credit Agreement, dated June 25, 2021, by and among the TJX Companies,
Inc., the lenders from time to time party thereto, U.S. Bank National Association, as
administrative agent, HSBC Bank USA, National Association and Wells Fargo Bank,
National Association, as co-syndication agents, and Bank of America, N.A., JPMorgan Chase
Bank, N.A. and Deutsche Bank Securities, Inc., as co-documentation agents
8-K
10.1
6/29/2021
10.45
First Amendment to 2026 Revolving Credit Agreement, dated as of May 8, 2023, by and
among The TJX Companies, Inc., U.S. Bank National Association, as administrative agent,
and each of the lenders party thereto
10-Q
10.3
5/26/2023
10.46
2028 Amended and Restated Revolving Credit Agreement, dated as of May 8, 2023, by and
among The TJX Companies, Inc., U.S. Bank National Association, as administrative agent,
and each of the lenders party thereto**
10-Q
10.2
5/26/2023
19.1
Insider Trading Policy, filed herewith
19.2
Pre-clearance Trading Policy, filed herewith
21
Subsidiaries of TJX, filed herewith
23
Consent of Independent Registered Public Accounting Firm, filed herewith
24
Power of Attorney given by the Directors and certain Executive Officers of TJX, filed
herewith
Incorporate by Reference
Exhibit
No.
Description
Form
Exhibit
No.
Filing
 Date
44

31.1
Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002, filed herewith
31.2
Certification Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002, filed herewith
32.1
Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, filed herewith
32.2
Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, filed herewith
97
Policy for Recovery of Executive Officer Incentive Compensation (Amended and Restated as
of October 2, 2023)
10-K
97
4/3/2024
101
The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for
the fiscal year ended February 1, 2025, formatted in Inline Extensible Business Reporting
Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated
Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the
Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’
Equity, and (vi) Notes to Consolidated Financial Statements
104
The cover page from The TJX Companies, Inc.'s Annual Report on Form 10-K for the fiscal
year ended February 1, 2025, formatted in iXBRL (included in Exhibit 101)
Incorporate by Reference
Exhibit
No.
Description
Form
Exhibit
No.
Filing
 Date
*  Management contract or compensatory plan or arrangement.
** Schedules and certain portions of this exhibit are omitted pursuant to Item 601 of Regulation S-K. The Company agrees to furnish a
supplemental copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
(p)
Paper filing.
Unless otherwise indicated, exhibits incorporated by reference were filed under Commission File Number 001-04908.
ITEM 16.  Form 10-K Summary
Not applicable.
45

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE TJX COMPANIES, INC.
/s/ JOHN KLINGER
Dated:
April 2, 2025
John Klinger, Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the date indicated.
/s/ ERNIE HERRMAN
/s/ JOHN KLINGER
Ernie Herrman, Chief Executive Officer, President and
Director (Principal Executive Officer)
John Klinger, Chief Financial Officer
(Principal Financial and Accounting Officer)
JOSÉ B. ALVAREZ*
AMY B. LANE*
José B. Alvarez, Director
Amy B. Lane, Director
ALAN M. BENNETT*
CAROL MEYROWITZ*
Alan M. Bennett, Director
Carol Meyrowitz, Executive Chairman of the Board of Directors
ROSEMARY T. BERKERY*
JACKWYN L. NEMEROV*
Rosemary T. Berkery, Director
Jackwyn L. Nemerov, Director
DAVID T. CHING*
CHARLES F. WAGNER, JR.*
David T. Ching, Director
Charles F. Wagner, Jr., Director
C. KIM GOODWIN*
C. Kim Goodwin, Director
 
*BY /s/ JOHN KLINGER
Dated:
April 2, 2025
John Klinger,
as attorney-in-fact
46

The TJX Companies, Inc.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For Fiscal Years Ended February 1, 2025, February 3, 2024 and January 28, 2023.
Consolidated Financial Statements:
Consolidated Statements of Income
F-4
Consolidated Statements of Comprehensive Income
F-5
Consolidated Balance Sheets
F-6
Consolidated Statements of Cash Flows
F-7
Consolidated Statements of Shareholders’ Equity
F-8
Notes to Consolidated Financial Statements
F-9
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
42
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
F-2
F-1

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of The TJX Companies, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The TJX Companies, Inc. and its subsidiaries (the
“Company”) as of February 1, 2025 and February 3, 2024, and the related consolidated statements of income, of comprehensive
income, of shareholders' equity and of cash flows for each of the three years in the period ended February 1, 2025, including the
related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended February 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 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 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for
each of the three years in the period ended February 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 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is
to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2

Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Income Tax Provision
As described in Note K to the consolidated financial statements, the Company recorded a provision for income taxes of $1.6
billion for the year ended February 1, 2025 and has a deferred tax liability net of deferred tax assets of $8 million, including a
valuation allowance of $51 million, as of February 1, 2025. The Company is subject to taxation in the United States, as well as
multiple state, local and foreign jurisdictions. The use of estimates and judgments, as well as the interpretation and application
of complex tax laws is required by management to determine its provision for income taxes.
The principal considerations for our determination that performing procedures relating to the provision for income taxes is a
critical audit matter are (i) the significant judgment by management when determining the provision for income taxes, which
led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures relating to the provision for
income taxes. 
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
provision for income taxes. 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 tax laws and regulations.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 2, 2025
We have served as the Company’s auditor since 1962.
F-3

THE TJX COMPANIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
IN MILLIONS EXCEPT PER SHARE AMOUNTS
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Net sales
$
56,360 $
54,217 $
49,936
Cost of sales, including buying and occupancy costs
39,112
37,951
36,149
Selling, general and administrative expenses
10,946
10,469
8,927
Impairment on equity investment
—
—
218
Interest (income) expense, net
(181)
(170)
6
Income before income taxes
6,483
5,967
4,636
Provision for income taxes
1,619
1,493
1,138
Net income
$
4,864 $
4,474 $
3,498
Basic earnings per share
$
4.31 $
3.90 $
3.00
Weighted average common shares – basic
1,128
1,146
1,166
Diluted earnings per share
$
4.26 $
3.86 $
2.97
Weighted average common shares – diluted
1,142
1,159
1,178
The accompanying notes are an integral part of the Consolidated Financial Statements.
F-4

THE TJX COMPANIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
IN MILLIONS
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Net income
$
4,864 $
4,474 $
3,498
Additions to other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of related tax benefits of $8,
$1 and $7 in fiscal 2025, 2024 and 2023, respectively
(105)
30
(56)
Recognition of net gains/(losses) on benefit obligations, net of related tax
provisions of $10, $16 and $41 in fiscal 2025, 2024 and 2023,
respectively
27
43
121
Reclassifications from other comprehensive (loss) income to net income:
Amortization of prior service cost and deferred gains, net of related tax
benefit of $1 in fiscal 2025 and tax provisions of $1 and $6 in fiscal 2024
and 2023, respectively
1
1
16
Other comprehensive (loss) income, net of tax
(77)
74
81
Total comprehensive income
$
4,787 $
4,548 $
3,579
The accompanying notes are an integral part of the Consolidated Financial Statements.
F-5

THE TJX COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
IN MILLIONS EXCEPT SHARE AMOUNTS
Fiscal Year Ended
February 1,
2025
February 3,
2024
Assets
Current assets:
Cash and cash equivalents
$
5,335 $
5,600
Accounts receivable, net
549
529
Merchandise inventories
6,421
5,965
Prepaid expenses and other current assets
617
511
Federal, state and foreign income taxes recoverable
69
59
Total current assets
12,991
12,664
Net property at cost
7,346
6,571
Non-current deferred income taxes, net
148
172
Operating lease right of use assets
9,641
9,396
Goodwill
94
95
Other assets
1,529
849
Total assets
$
31,749 $
29,747
Liabilities
Current liabilities:
Accounts payable
$
4,257 $
3,862
Accrued expenses and other current liabilities
5,040
4,870
Current portion of operating lease liabilities
1,636
1,620
Federal, state and foreign income taxes payable
75
99
Total current liabilities
11,008
10,451
Other long-term liabilities
1,050
924
Non-current deferred income taxes, net
156
148
Long-term operating lease liabilities
8,276
8,060
Long-term debt
2,866
2,862
Commitments and contingencies (See Note N)
Shareholders’ equity
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued
—
—
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding
1,119,333,622 and 1,133,586,545 shares, respectively
1,119
1,134
Additional paid-in capital
—
—
Accumulated other comprehensive (loss) income
(609)
(532)
Retained earnings
7,883
6,700
Total shareholders’ equity
8,393
7,302
Total liabilities and shareholders’ equity
$
31,749 $
29,747
The accompanying notes are an integral part of the Consolidated Financial Statements.
F-6

THE TJX COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
IN MILLIONS
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Cash flows from operating activities:
Net income
$
4,864 $
4,474 $
3,498
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
1,104
964
887
Impairment on equity investment
—
—
218
Loss on property disposals and impairment charges
10
61
23
Deferred income tax provision (benefit)
28
(7)
64
Share-based compensation
183
160
122
Changes in assets and liabilities:
(Increase) decrease in accounts receivable
(26)
37
(51)
(Increase) decrease in merchandise inventories
(539)
(145)
58
(Increase) decrease in income taxes recoverable
(10)
60
(5)
(Increase) in prepaid expenses and other current assets
(31)
(40)
(73)
Increase (decrease) in accounts payable
448
64
(600)
Increase (decrease) in accrued expenses and other liabilities
228
443
(23)
(Decrease) increase in income taxes payable
(31)
46
(126)
(Decrease) in net operating lease liabilities
(12)
(18)
(1)
Other, net
(100)
(42)
93
Net cash provided by operating activities
6,116
6,057
4,084
Cash flows from investing activities:
Property additions
(1,918)
(1,722)
(1,457)
Purchase of equity investments
(551)
—
—
Purchases of investments
(35)
(28)
(31)
Sales and maturities of investments
27
33
18
Net cash (used in) investing activities
(2,477)
(1,717)
(1,470)
Cash flows from financing activities:
Payments for repurchase of common stock
(2,513)
(2,484)
(2,255)
Proceeds from issuance of common stock
366
285
321
Cash dividends paid
(1,648)
(1,484)
(1,339)
Repayment of debt
—
(500)
—
Other
(43)
(32)
(33)
Net cash (used in) financing activities
(3,838)
(4,215)
(3,306)
Effect of exchange rate changes on cash
(66)
(2)
(58)
Net (decrease) increase in cash and cash equivalents
(265)
123
(750)
Cash and cash equivalents at beginning of year
5,600
5,477
6,227
Cash and cash equivalents at end of year
$
5,335 $
5,600 $
5,477
The accompanying notes are an integral part of the Consolidated Financial Statements.
F-7

THE TJX COMPANIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
IN MILLIONS
Common Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
(Loss) Income
Retained
Earnings
Total
Shares
Par Value
$1
Balance, January 29, 2022
1,181 $
1,181 $
— $
(687) $
5,509 $
6,003
Net income
—
—
—
—
3,498
3,498
Other comprehensive income,
net of tax
—
—
—
81
—
81
Cash dividends declared on
common stock
—
—
—
—
(1,373)
(1,373)
Recognition of share-based
compensation
—
—
122
—
—
122
Issuance of common stock under
stock incentive plan and related
tax effect
9
9
279
—
—
288
Common stock repurchased
(35)
(35)
(401)
—
(1,819)
(2,255)
Balance, January 28, 2023
1,155 $
1,155 $
— $
(606) $
5,815 $
6,364
Net income
—
—
—
—
4,474
4,474
Other comprehensive income,
net of tax
—
—
—
74
—
74
Cash dividends declared on
common stock
—
—
—
—
(1,522)
(1,522)
Recognition of share-based
compensation
—
—
160
—
—
160
Issuance of common stock under
stock incentive plan and related
tax effect
8
8
248
—
(1)
255
Common stock repurchased
(29)
(29)
(408)
—
(2,066)
(2,503)
Balance, February 3, 2024
1,134 $
1,134 $
— $
(532) $
6,700 $
7,302
Net income
—
—
—
—
4,864
4,864
Other comprehensive (loss), net
of tax
—
—
—
(77)
—
(77)
Cash dividends declared on
common stock
—
—
—
—
(1,691)
(1,691)
Recognition of share-based
compensation
—
—
183
—
—
183
Issuance of common stock under
stock incentive plan and related
tax effect
7
7
316
—
—
323
Common stock repurchased
(22)
(22)
(499)
—
(1,990)
(2,511)
Balance, February 1, 2025
1,119 $
1,119 $
— $
(609) $
7,883 $
8,393
The accompanying notes are an integral part of the Consolidated Financial Statements.
F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A. Basis of Presentation and Summary of Accounting Policies
Basis of Presentation
The Consolidated Financial Statements and Notes thereto of The TJX Companies, Inc. (referred to as “TJX” or “the Company”)
have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and
include the Consolidated Financial Statements of all of TJX’s subsidiaries, all of which are wholly owned. All of the
Company's activities are conducted by TJX or its subsidiaries and are consolidated in these Consolidated Financial Statements.
All intercompany transactions have been eliminated in consolidation. Investments for which the Company exercises significant
influence but does not have control are accounted for under the equity method.
Fiscal Year
TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The fiscal year ended February 1, 2025
(“fiscal 2025”) is a 52-week fiscal year. The fiscal year ended February 3, 2024 (“fiscal 2024”) was a 53-week fiscal year, and
the fiscal year ended January 28, 2023 (“fiscal 2023”) was a 52-week fiscal year. Fiscal 2026 will be a 52-week fiscal year and
will end January 31, 2026.
Use of Estimates
The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the reporting period. TJX considers its accounting
policies relating to inventory valuation, reserves for uncertain tax positions and loss contingencies to be the most significant
accounting policies that involve management estimates and judgments. Actual amounts could differ from these estimates, and
such differences could be material.
Summary of Accounting Policies
Revenue Recognition
Net Sales
Net sales consist primarily of merchandise sales, which are recorded net of a reserve for estimated returns, any discounts and
sales taxes, for the sales of merchandise both within TJX’s stores and online. Net sales also include an immaterial amount of
other revenues that represent less than 1% of total revenues, including revenue generated by the TJX-branded credit card
program. In addition, certain customers, primarily Associates, may receive discounts that are accounted for as consideration
reducing the transaction price. Merchandise sales from TJX’s stores are recognized at the point of sale when TJX provides the
merchandise to the customer. The performance obligation is fulfilled at this point when the customer has obtained control by
paying for and leaving with the merchandise. Merchandise sales made online are recognized when the product has been
shipped, which is when legal title has passed and when TJX is entitled to payment, and the customer has obtained the ability to
direct the use of and obtain substantially all of the remaining benefits from the goods. Shipping and handling activities related
to online sales occur after the customer obtains control of the goods. TJX’s policy is to treat shipping costs as part of its
fulfillment center costs within operating expenditures. As a result, shipping fee revenues received are recognized when control
of the goods transfer to the customer and are recorded as net sales. Shipping and handling costs incurred by TJX are included in
cost of sales, including buying and occupancy costs. TJX disaggregates revenue by segment, see Note G—Segment
Information.
Deferred Gift Card Revenue
Proceeds from the sale of gift cards as well as the value of store cards issued to customers as a result of a return or exchange are
deferred until the customers use the cards to acquire merchandise, as TJX does not fulfill its performance obligation until the
gift card has been redeemed. While gift cards have an indefinite life, substantially all are redeemed in the first year of issuance.
F-9

The following table presents deferred gift card revenue activity:
In millions
February 1,
2025
February 3,
2024
(53 weeks)
Balance, beginning of year
$
773 $
721
Deferred revenue
2,005
2,020
Effect of exchange rate changes on deferred revenue
(8)
(1)
Revenue recognized
(1,946)
(1,967)
Balance, end of year
$
824 $
773
In addition to the deferred gift card activity presented in the table above, TJX recognized approximately $1.9 billion in fiscal
2023. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized
consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were
issued during the period. Based on historical experience, the Company estimates the amount of gift cards and store cards that
will not be redeemed (referred to as breakage) and, to the extent allowed by local law, these amounts are amortized into income
over the estimated redemption period. Revenue recognized from breakage was $38 million in fiscal 2025, $36 million in fiscal
2024 and $44 million in fiscal 2023.
Sales Return Reserve
The Company's products are generally sold with a right of return and the Company may provide other credits or incentives,
which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company has
elected to apply the portfolio practical expedient. The Company estimates the variable consideration using the expected value
method when calculating the returns reserve because the difference in applying it to the individual contract would not differ
materially. Returns are estimated based on historical experience and are required to be established and presented at the gross
sales value with an asset established for the estimated value of the merchandise returned separately from the refund liability.
Liabilities for return allowances are included in “Accrued expenses and other current liabilities” and the estimated value of the
merchandise to be returned is included in “Prepaid expenses and other current assets” on the Company’s Consolidated Balance
Sheets.
Consolidated Statements of Income Classifications
Cost of sales, including buying and occupancy costs, includes the cost of merchandise sold including foreign currency gains and
losses on merchandise purchases denominated in other currencies; gains and losses on inventory and fuel-related derivative
contracts; asset retirement obligation costs; divisional occupancy costs (including real estate taxes, utility and maintenance costs
and fixed asset depreciation); the costs of operating distribution centers; payroll, benefits and travel costs directly associated
with buying inventory; and systems costs related to the buying and tracking of inventory.
Selling, general and administrative expenses include store payroll, benefits and supplies costs; communication costs; credit and
check expenses; advertising; administrative and field management payroll, benefits and travel costs; corporate administrative
costs and depreciation; gains and losses on non-inventory related foreign currency exchange contracts; and other miscellaneous
income and expense items.
Cash and Cash Equivalents
TJX generally considers highly liquid investments with a maturity of 90 days or less at the date of purchase to be cash
equivalents. If applicable, investments with maturities greater than 90 days but less than one year at the date of purchase are
included in short-term investments. These investments are classified as trading securities and are stated at fair value.
Investments are classified as either short-term or long-term based on their original maturities. TJX’s investments are primarily
institutional money market funds, bank investment products with major banks (such as time deposits), and high-grade
commercial paper.
As of February 1, 2025, TJX’s cash and cash equivalents held outside the U.S. were $1.4 billion, of which $875 million was
held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.
F-10

Merchandise Inventories
Inventories are stated at the lower of cost or market. TJX uses the retail method for valuing inventories at all of its businesses,
except TK Maxx in Australia which is immaterial to TJX’s total inventory. The businesses that utilize the retail method have
some inventory that is initially valued at cost before the retail method is applied as that inventory has not been fully processed
for sale (i.e. inventory in transit and unprocessed inventory in the Company’s distribution centers). Under the retail method,
TJX utilizes a permanent markdown strategy and lowers the cost value of the inventory that is subject to markdown at the time
the retail prices are lowered in the stores. TJX records inventory at the time title transfers, which is typically at the time when
inventory is shipped. As a result, Merchandise inventories on TJX’s Consolidated Balance Sheets include in-transit inventory of
$1.6 billion at February 1, 2025 and $1.3 billion at February 3, 2024. Comparable amounts were reflected in Accounts payable
at those dates.
Common Stock and Equity
Equity transactions consist primarily of the repurchase by TJX of its common stock under its stock repurchase programs and the
recognition of compensation expense and issuance of common stock under TJX’s Stock Incentive Plan. Under TJX’s stock
repurchase programs, the Company repurchases its common stock on the open market. The par value of the shares repurchased
is charged to Common stock with the excess of the purchase price over par first charged against any available Additional paid-
in capital (“APIC”) and the balance charged to Retained earnings. Due to the volume of share repurchases under previous
programs, TJX has historically had no remaining balance in APIC. All shares repurchased have been retired.
The Inflation Reduction Act of 2022 (“IRA”) introduced a 1% excise tax after December 31, 2022 on the fair market value of
certain stock that is repurchased during the taxable year. The taxable amount is reduced by the fair market value of certain
issuances of stock throughout the year. Any excise tax incurred on repurchases is recognized as part of the cost of the
repurchase.
Shares issued under TJX’s Stock Incentive Plan are issued from authorized but unissued shares, and proceeds received are
recorded by increasing common stock for the par value of the shares with the excess over par added to APIC. A deferred tax
asset is recorded upon expensing of stock compensation in the financial statements. This deferred tax asset is recognized upon
the exercise of the related stock grants. Any excess tax benefits or deficiencies are included in the provision for income taxes.
The par value of performance share units and restricted stock units is added to common stock when shares are delivered
following performance measurement date or service period to the extent vesting requirements have been achieved. The fair
value of stock awards and units are added to APIC as the awards are amortized into earnings over the related requisite service
periods. 
Share-Based Compensation
TJX accounts for share-based compensation by estimating the fair value of each award on the date of grant. TJX uses the Black-
Scholes option pricing model for options awarded and the market price on the grant date for stock awards. Compensation
expense is recognized over the requisite service period for each award with forfeitures recognized as they occur. Performance-
based awards are evaluated quarterly for probability of vesting and performance achievement levels. See Note H—Stock
Incentive Plan for a detailed discussion of share-based compensation.
Interest (Income) Expense, net
TJX’s interest (income) expense, net is presented net of capitalized interest and interest income. The following is a summary of
interest (income) expense, net:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Interest expense
$
78 $
82 $
91
Capitalized interest
(2)
(3)
(7)
Interest (income)
(257)
(249)
(78)
Interest (income) expense, net
$
(181) $
(170) $
6
TJX capitalizes interest during the active construction period of major capital projects and adds the interest to the related assets.
F-11

Property and Equipment
For financial reporting purposes, TJX provides for depreciation and amortization of property using the straight-line method
over the estimated useful lives of the assets. Buildings are depreciated over 33 years. Leasehold costs and improvements are
generally amortized over their useful life or the committed lease term (typically 10 years to 15 years), whichever is shorter.
Furniture, fixtures and equipment are depreciated over 3 to 10 years. Depreciation and amortization expense for property was
$1.1 billion in fiscal 2025, $958 million in fiscal 2024, and $879 million in fiscal 2023. TJX had no property held under finance
leases during fiscal 2025, fiscal 2024 or fiscal 2023. Maintenance and repairs are charged to expense as incurred. Significant
costs incurred for internally developed software are capitalized and amortized, generally over 5 years. Upon retirement or sale,
the cost of disposed assets and the related accumulated depreciation are eliminated, and any gain or loss is included in income.
Pre-opening costs, including rent, are expensed as incurred.
Lease Accounting
Operating leases are included in “Operating lease right of use assets,” “Current portion of operating lease liabilities,” and
“Long-term operating lease liabilities” on the Company’s Consolidated Balance Sheets. Right of use (“ROU”) assets represent
TJX’s right to use an underlying asset for the lease term and lease liabilities represent TJX’s obligation to make lease payments
arising from the lease. At the inception of the arrangement, the Company determines if an arrangement is a lease based on
assessment of the terms and conditions of the contract. Operating lease ROU assets and lease liabilities are recognized at
possession date based on the present value of lease payments over the lease term. The majority of the Company’s leases are
retail store locations, and the possession date is typically 30 to 60 days prior to the opening of the store and generally occurs
before the commencement of the lease term, as specified in the lease. TJX’s lessors do not provide an implicit rate, nor is one
readily available, therefore the Company uses its incremental borrowing rate based on the information available at possession
date in determining the present value of future lease payments. The incremental borrowing rate is calculated based on the US
Consumer Discretionary yield curve and adjusted for collateralization and foreign currency impact for TJX International and
Canada leases. The operating lease ROU assets also include any acquisition costs offset by lease incentives. The Company’s
lease terms include options to extend the lease, which will be included in the operating lease ROU asset and lease liabilities
when it is reasonably certain the Company will exercise that option. Lease expense for lease payments is recognized on a
straight-line basis over the lease term within “Cost of sales, including buying and occupancy costs”. See Note L—Leases for a
detailed discussion of lease accounting.
Goodwill and Tradenames
Goodwill includes the excess of the purchase price paid over the carrying value of the minority interest acquired in fiscal 1990
in TJX’s former 83%-owned subsidiary and represents goodwill associated with the TJ Maxx chain, which is included in the
Marmaxx segment. The Company’s goodwill also includes the excess of cost over the estimated fair market value of the net
assets acquired by TJX in the purchase of Winners in fiscal 1991, included in TJX Canada, as well as the purchase of Trade
Secret in fiscal 2016, which was re-branded under the TK Maxx name during fiscal 2018 and is included in TJX International.
The following is a roll forward of goodwill by segment:
In millions
Marmaxx
TJX
Canada
TJX
International
Total
Balance, January 28, 2023
$
70 $
2 $
25 $
97
Effect of exchange rate changes on goodwill
—
0
(2)
(2)
Balance, February 3, 2024
$
70 $
2 $
23 $
95
Effect of exchange rate changes on goodwill
—
(0)
(1)
(1)
Balance, February 1, 2025
$
70 $
2 $
22 $
94
Goodwill is considered to have an indefinite life and accordingly is not amortized.
Tradenames, which are included in other assets, are the value assigned to the name “Marshalls,” acquired by TJX in fiscal 1996
as part of the acquisition of the Marshalls chain, the value assigned to the name “Sierra Trading Post,” acquired by TJX in fiscal
2013 and the value assigned to the name “Trade Secret,” acquired by TJX in fiscal 2016. The tradenames were valued utilizing
the relief from royalty method, which calculates the discounted present value of assumed after-tax royalty payments. The
Marshalls tradename is considered to have an indefinite life and accordingly is not amortized.
F-12

The following is a roll forward of tradenames:
Fiscal Year Ended
February 1, 2025
February 3, 2024
In millions
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Value
Definite-lived intangible assets:
Sierra Trading Post
$
39 $
(39) $
—
$
39 $
(39) $
—
Indefinite-lived intangible asset:
Marshalls
$
108 $
— $
108
$
108 $
— $
108
TJX occasionally acquires or licenses other trademarks to be used in connection with private label merchandise. Such
trademarks are included in other assets and are amortized to cost of sales, including buying and occupancy costs, over their
useful life, generally from 7 to 10 years.
Goodwill, tradenames and trademarks, and the related accumulated amortization or impairment if any, are included in the
respective segment to which they relate.
Impairment of Long-Lived Assets, Goodwill and Tradenames 
TJX evaluates long-lived assets, including tradenames that are amortized and operating lease right of use assets, for impairment
whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. This evaluation is
performed at the lowest level of identifiable cash flows which are largely independent of other groups of assets, generally at the
individual store level for fixed assets and operating lease right of use assets, and at the reporting unit for tradenames that are
amortized. If indicators of impairment are identified, an undiscounted cash flow analysis is performed to determine if the
carrying value of the asset or asset group is recoverable. If the cash flow is less than the carrying value then an impairment
charge will be recorded to the extent the fair value of an asset or asset group is less than the carrying value of that asset or asset
group. This resulted in immaterial impairment charges on operating lease ROU assets and store fixed assets in fiscal 2025,
fiscal 2024 and fiscal 2023. There were no impairments related to tradenames in fiscal 2025, fiscal 2024, or fiscal 2023.
Goodwill and indefinite life tradenames are tested for impairment whenever events or changes in circumstances indicate that an
impairment may have occurred and at least annually in the fourth quarter of each fiscal year. Goodwill is tested for impairment
by using a quantitative assessment by comparing the carrying value of the related reporting unit to its fair value. An impairment
exists when this analysis, using typical valuation models such as the discounted cash flow method, shows that the fair value of
the reporting unit is less than the carrying value of the reporting unit. The Company may assess qualitative factors to determine
if it is more likely than not that the fair value of a reporting unit is less than its carrying value, including goodwill. The
assessment of qualitative factors is optional and at the Company’s discretion. Indefinite life tradenames are tested for
impairment by comparing their carrying value to their fair value, which is determined by calculating the discounted present
value of assumed after-tax royalty payments. In fiscal 2025, fiscal 2024 and fiscal 2023, the Company bypassed the qualitative
assessment and performed the quantitative impairment test. There were no impairments related to the Company’s goodwill or
indefinite life tradenames in fiscal 2025, fiscal 2024, or fiscal 2023.
Advertising Costs
TJX expenses advertising costs as incurred. Advertising expense was $617 million for fiscal 2025, $573 million for fiscal 2024
and $507 million for fiscal 2023.
Foreign Currency Translation
TJX’s foreign assets and liabilities are translated into U.S. dollars at fiscal year-end exchange rates with resulting translation
gains and losses included in shareholders’ equity as a component of Accumulated other comprehensive (loss) income. Activity
of the foreign operations that affect the Consolidated Statements of Income and Cash Flows is translated at average exchange
rates prevailing during the fiscal year.
Loss Contingencies
TJX records a reserve for loss contingencies when it is both probable that a loss will be incurred and the amount of the loss is
reasonably estimable. TJX evaluates pending litigation and other contingencies at least quarterly and adjusts the reserve for
such contingencies for changes in probable and reasonably estimable losses. TJX includes an estimate for related legal costs at
the time such costs are both probable and reasonably estimable.
F-13

Equity Investments
Multibrand Outlet Stores
During fiscal 2025, the Company 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.
TJX has the option to increase its ownership interest in the joint venture over the long term. During the third quarter of fiscal
2025, TJX 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 and recorded in Other assets on the
Consolidated Balance Sheets.
For the fiscal year ended February 1, 2025, the carrying value of the Company’s equity investment in MOS was $168 million,
which exceed its share of MOS’ net assets by approximately $133 million. All of this difference is comprised of goodwill and
tradenames. Tradenames are definite-lived intangible assets and are amortized straight-line over their useful lives of 10 years.
As of February 1, 2025, the revaluation of the investment from Mexican Pesos to the U.S. dollar resulted in a cumulative
translation loss and reduced the carrying value of the investment by $11 million. The cumulative translation loss has been
recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive (loss) income.
TJX reports the results of its share of the investments in MOS on a one-quarter lag as their results are not expected to be
available in time to be recorded in the concurrent period. Earnings from the Company’s investment are recorded in Selling,
general & administrative expenses on the Consolidated Statement of Income. The investment did not have a material impact on
its fiscal 2025 results.
Brands for Less
During fiscal 2025, the Company 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, TJX 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 and is recorded in Other assets on the Consolidated Balance Sheets.
For the fiscal year ended February 1, 2025, the carrying value of the Company’s equity investment in BFL was $336 million,
which exceed its share of BFL net assets by approximately $292 million. All of this difference is comprised of goodwill and a
tradename. The tradename is a definite-lived intangible asset and will be amortized straight-line over the useful life of 15 years.
TJX will report the results of its share of the investment with BFL on a one-quarter lag as their results are not expected to be
available in time to be recorded in the concurrent period. Earnings from the investment in BFL will be recorded in Selling,
general & administrative expenses on the Consolidated Statement of Income. The investment did not have a material impact on
its fiscal 2025 results.
Both equity investments are evaluated for indicators of impairment on a periodic basis or whenever events or circumstances
indicate the carrying amount may be other-than-temporarily impaired. If the Company concludes that there is an other-than-
temporary impairment of these equity investments, it will adjust the carrying amount of the investments to the current fair
value. As of the end of fiscal 2025, the Company determined that no impairments of its equity method investments existed.
Familia
In fiscal 2020, the Company acquired a minority ownership stake in privately held Familia, an off-price retailer of apparel and
home fashions domiciled in Luxembourg that operates stores throughout Russia. During fiscal 2023, the Company announced
that it had committed to divesting its minority investment, resulting in an impairment charge of $218 million representing the
entire carrying value of the Company’s investment. Additionally, the Company realized a $54 million tax benefit when the
Company completed the divestiture of this investment during the third quarter ended October 29, 2022. See Note F—Fair Value
Measurements for additional information.
Future Adoption of New Accounting Standards
From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting
pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an
Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company has reviewed the new guidance and has
determined that it will either not apply to TJX or is not expected to be material to its Consolidated Financial Statements upon
adoption, and, therefore, the guidance is not disclosed.
F-14

Improvements to Income Tax Disclosures
In December 2023, the FASB issued guidance related to improvements to income tax disclosures. The new standard updates the
income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The
standard also provides for further disclosure comparability. The standard is effective for fiscal years beginning after December
15, 2024, with early adoption permitted. The Company will adopt this standard for the fiscal 2026 Form 10-K and is currently
evaluating the impact of the adoption of this standard on its financial statement disclosures.
Improvements to Disaggregation of Income Statement Expenses
In November 2024, the FASB issued new guidance to enhance the disclosure of expenses by requiring further disaggregation of
relevant expenses in a separate note to the financial statements. This standard is effective for fiscal years beginning after
December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption
permitted. The Company is currently evaluating the impact of this adoption on its consolidated financial statement disclosures
and plans to adopt this standard for the fiscal 2028 Form 10-K.
SEC Rule Changes
In March 2024, the SEC adopted new rules phasing in for fiscal years beginning on or after January 1, 2025 that will require
registrants to provide certain climate-related information in their registration statements and annual reports. In April 2024, the
SEC determined to voluntarily stay the final rules pending certain legal challenges. The Company is currently monitoring the
status of these rules and any potential impact on its Consolidated Financial Statements and financial statement disclosures.
Recently Adopted Accounting Standards
Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued guidance related to improvements to reportable segment disclosures. The new standard
improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to
enable investors to develop more decision-useful financial analyses. The Company adopted this standard as of February 1,
2025, on a retrospective basis. Refer to Note G—Segment Information for the impact upon adoption of the new required
disclosures.
Note B. Property at Cost
The following table presents the components of property at cost:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
Land and buildings
$
2,558 $
2,179 $
2,043
Leasehold costs and improvements
4,710
4,306
3,874
Furniture, fixtures and equipment
8,714
8,134
7,400
Total property at cost
$
15,982 $
14,619 $
13,317
Less accumulated depreciation and amortization
8,636
8,048
7,534
Net property at cost
$
7,346 $
6,571 $
5,783
Presented below is information related to carrying values of TJX’s long-lived tangible assets by geographic location:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
United States
$
5,869 $
5,127 $
4,518
Canada
364
341
274
Europe
1,041
1,028
923
Australia
72
75
68
Total long-lived tangible assets
$
7,346 $
6,571 $
5,783
F-15

Note C. Accumulated Other Comprehensive (Loss) Income
Amounts included in Accumulated other comprehensive (loss) income relate to the Company’s foreign currency translation
adjustments and deferred gains/(losses) on pension and other post-retirement obligations, all of which are recorded net of the
related income tax effects. The following table details the changes in Accumulated other comprehensive (loss) income for fiscal
2025, fiscal 2024 and fiscal 2023:
In millions and net of immaterial taxes
Foreign
Currency
Translation
Deferred
Benefit Costs
Accumulated
Other
Comprehensive
(Loss) Income
Balance, January 29, 2022
$
(488) $
(199) $
(687)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes
(56)
—
(56)
Recognition of net gains on benefit obligations, net of taxes
—
121
121
Reclassifications from other comprehensive (loss) to net income:
Amortization of prior service cost and deferred gains, net of taxes
—
16
16
Balance, January 28, 2023
$
(544) $
(62) $
(606)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes
30
—
30
Recognition of net gains on benefit obligations, net of taxes
—
43
43
Reclassifications from other comprehensive (loss) to net income:
Amortization of prior service cost and deferred gains, net of taxes
—
1
1
Balance, February 3, 2024
$
(514) $
(18) $
(532)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes
(105)
—
(105)
Recognition of net gains on benefit obligations, net of taxes
—
27
27
Reclassifications from other comprehensive (loss) to net income:
Amortization of prior service cost and deferred gains, net of taxes
—
1
1
Balance, February 1, 2025
$
(619) $
10 $
(609)
Note D. Capital Stock and Earnings Per Share
Capital Stock
In February 2025, the Company announced that its Board of Directors had approved a new stock repurchase program that
authorizes the repurchase of up to an additional $2.5 billion of TJX common stock from time to time. Under this program and
previously announced programs, TJX had approximately $3.6 billion available for repurchase as of February 1, 2025.
The following table provides share repurchases, excluding applicable excise tax:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
Total number of shares repurchased and retired
22.3
29.0
34.9
Total cost
$
2,495 $
2,484 $
2,255
All shares repurchased under the stock repurchase programs have been retired. These expenditures were funded by cash
generated from operations.
TJX has 5 million shares of authorized but unissued preferred stock, $1 par value.
F-16

Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share:
 
Fiscal Year Ended
Amounts in millions, except per share amounts
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Basic earnings per share:
Net income
$
4,864 $
4,474 $
3,498
Weighted average common shares outstanding for basic earnings per
share calculation
1,128
1,146
1,166
Basic earnings per share
$
4.31 $
3.90 $
3.00
Diluted earnings per share:
Net income
$
4,864 $
4,474 $
3,498
Weighted average common shares outstanding for basic earnings per
share calculation
1,128
1,146
1,166
Assumed exercise/vesting of stock options and awards
14
13
12
Weighted average common shares outstanding for diluted earnings per
share calculation
1,142
1,159
1,178
Diluted earnings per share
$
4.26 $
3.86 $
2.97
Cash dividends declared per share
$
1.50 $
1.33 $
1.18
The weighted average common shares for the diluted earnings per share calculation excludes the impact of outstanding stock
options if the assumed proceeds per share of the option is in excess of the average price of TJX’s common stock for the related
fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 4 million, 5 million, and 6
million such options excluded at the end of fiscal 2025, fiscal 2024 and fiscal 2023, respectively.
Note E. Financial Instruments
As a result of its operating and financing activities, TJX is exposed to market risks from changes in interest and foreign
currency exchange rates and fuel costs. These market risks may adversely affect TJX’s operating results and financial position.
TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of
derivative financial instruments when and to the extent deemed appropriate. TJX does not use derivative financial instruments
for trading or other speculative purposes and does not use any leveraged derivative financial instruments. TJX recognizes all
derivative instruments as either assets or liabilities in the Consolidated Balance Sheet and measures those instruments at fair
value. The fair values of the derivatives are classified as assets or liabilities, current or non-current, based upon valuation results
and settlement dates of the individual contracts. Changes to the fair value of derivative contracts that do not qualify for hedge
accounting are reported in earnings in the period of the change. For derivatives that qualify for hedge accounting, changes in the
fair value of the derivatives are either recorded in shareholders’ equity as a component of Accumulated other comprehensive
(loss) income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being
hedged. Gains and losses on derivative instruments are reported in the Consolidated Statements of Cash Flows in operating
activities, under Other, net.
Diesel Fuel Contracts
TJX hedges portions of its estimated notional diesel fuel requirements based on the diesel fuel expected to be consumed by
independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX
a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel
pricing, and the resulting per mile surcharges payable by TJX, by setting a fixed price per gallon for the period being hedged.
During fiscal 2025, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal
2026. The hedge agreements outstanding at February 1, 2025 relate to approximately 50% of TJX’s estimated notional diesel
fuel requirements for fiscal 2026. These diesel fuel hedge agreements will settle throughout fiscal 2026 and the first month of
fiscal 2027. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the
underlying item in Cost of sales, including buying and occupancy costs. TJX elected not to apply hedge accounting to these
contracts.
F-17

Foreign Currency Contracts
TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases
made and anticipated to be made by the Company’s operations in currencies other than their respective functional currencies.
The contracts outstanding at February 1, 2025 cover merchandise purchases the Company is committed to over the next several
months in fiscal 2026. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their
buying function being centralized in the U.K. Merchandise is purchased centrally in the U.K. and then shipped and billed to the
retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates
exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. A portion of the
inflows of Euros to the central buying entity provides a natural hedge for Euro denominated merchandise purchases from third-
party vendors. TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30
days’ duration to mitigate this excess exposure. Upon settlement, the realized gains and losses on these contracts are offset by
the realized gains and losses of the underlying item in Cost of sales, including buying and occupancy costs.
TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt. The changes in
fair value of these contracts are recorded in Selling, general and administrative expenses and are offset by marking the
underlying item to fair value in the same period. Upon settlement, the realized gains and losses on these contracts are offset by
the realized gains and losses of the underlying item in Selling, general and administrative expenses.
The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at
February 1, 2025:
In millions
Pay
Receive
Blended
Contract
Rate
Balance Sheet
Location
Current
Asset
U.S.$
Current
(Liability)
U.S.$
Net Fair Value
in U.S.$ at
February 1,
2025
Fair value hedges:
Intercompany balances, primarily debt:
€
79
£
67
0.8523
Prepaid Exp /
(Accrued Exp)
$
0.7 $
(0.1) $
0.6
A$
210 U.S.$
135
0.6420
Prepaid Exp
3.5
—
3.5
U.S.$
67
£
55
0.8177
Prepaid Exp
0.8
—
0.8
£
50
U.S.$
61
1.2222
(Accrued Exp)
—
(0.9)
(0.9)
€
200
U.S.$
217
1.0852
Prepaid Exp /
(Accrued Exp)
7.6
(0.4)
7.2
Economic hedges for which hedge accounting was not elected:
Diesel
fuel
contracts
Fixed on
3.1M - 3.9M
gal per month
Float on
3.1M - 3.9M
gal per month
N/A
(Accrued Exp)
—
(9.1)
(9.1)
Intercompany billings in TJX International, primarily merchandise:
€
175
£
148
0.8442
Prepaid Exp
1.5
—
1.5
Merchandise purchase commitments:
C$
873 U.S.$
625
0.7159
Prepaid Exp
21.9
—
21.9
C$
33
€
22
0.6673
Prepaid Exp /
(Accrued Exp)
0.1
(0.0)
0.1
£
416 U.S.$
530
1.2742
Prepaid Exp /
(Accrued Exp)
15.2
(1.1)
14.1
zł
552
£
107
0.1933
(Accrued Exp)
—
(3.5)
(3.5)
A$
81 U.S.$
52
0.6448
Prepaid Exp /
(Accrued Exp)
1.7
(0.1)
1.6
U.S.$
87
€
82
0.9317
Prepaid Exp /
(Accrued Exp)
0.1
(2.9)
(2.8)
Total fair value of derivative financial instruments
$
53.1 $
(18.1) $
35.0
F-18

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at
February 3, 2024:
In millions
Pay
Receive
Blended
Contract
Rate
Balance Sheet
Location
Current
Asset
U.S.$
Current
(Liability)
U.S.$
Net Fair Value
in U.S.$ at
February 3,
2024
Fair value hedges:
Intercompany balances, primarily debt:
€
78
£
67
0.8622
Prepaid Exp /
(Accrued Exp)
$
0.1 $
(0.1) $
0.0
A$
140 U.S.$
95
0.6751
Prepaid Exp
2.7
—
2.7
U.S.$
70
£
55
0.7898
(Accrued Exp)
—
(0.2)
(0.2)
£
100 U.S.$
127
1.2727
Prepaid Exp
0.8
—
0.8
€
200 U.S.$
219
1.0969
Prepaid Exp /
(Accrued Exp)
3.0
(0.3)
2.7
Economic hedges for which hedge accounting was not elected:
Diesel
fuel
contracts
Fixed on
3.0M - 3.8M
gal per month
Float on
3.0M - 3.8M
gal per month
N/A
(Accrued Exp)
—
(7.2)
(7.2)
Intercompany billings in TJX International, primarily merchandise:
€
130
£
112
0.8604
Prepaid Exp
0.9
—
0.9
Merchandise purchase commitments:
C$
668 U.S.$
495
0.7408
Prepaid Exp /
(Accrued Exp)
1.4
(3.6)
(2.2)
C$
29
€
20
0.6797
(Accrued Exp)
—
(0.3)
(0.3)
£
353 U.S.$
443
1.2549
Prepaid Exp /
(Accrued Exp)
1.5
(5.0)
(3.5)
zł
508
£
98
0.1930
Prepaid Exp /
(Accrued Exp)
0.0
(3.1)
(3.1)
A$
82 U.S.$
55
0.6620
Prepaid Exp /
(Accrued Exp)
0.8
(0.1)
0.7
U.S.$
109
€
100
0.9191
Prepaid Exp /
(Accrued Exp)
0.3
(1.0)
(0.7)
Total fair value of derivative financial instruments
$
11.5 $
(20.9) $
(9.4)
The impact of derivative financial instruments on the Consolidated Statements of Income is presented below:
 
Location of Gain (Loss)
Recognized in Income by
Derivative
Amount of Gain (Loss) Recognized in
Income by Derivative
In millions
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Fair value hedges:
Intercompany balances, primarily debt
Selling, general and
administrative expenses
$
23 $
20 $
12
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Cost of sales, including
buying and occupancy costs
(23)
(19)
55
Intercompany billings in TJX International,
primarily merchandise
Cost of sales, including
buying and occupancy costs
6
5
(9)
Merchandise purchase commitments
Cost of sales, including
buying and occupancy costs
53
(7)
71
Gain (loss) recognized in income
$
59 $
(1) $
129
Included in the table above are realized gains of $14 million in fiscal 2025, realized losses of $23 million in fiscal 2024 and
realized gains of $200 million in fiscal 2023, all of which were largely offset by gains and losses on the underlying hedged
item.
F-19

Note F. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (also referred to as exit price). The inputs used to measure fair value are
generally classified into the following hierarchy:
Level 1:
 
Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2:
 
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for
identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are
observable for the asset or liability
Level 3:
 
Unobservable inputs for the asset or liability
The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
Level 1
Assets:
Executive Savings Plan investments
$
481.4 $
405.7
Level 2
Assets:
Foreign currency exchange contracts
$
53.1 $
11.5
Liabilities:
Foreign currency exchange contracts
$
9.0 $
13.7
Diesel fuel contracts
9.1
7.2
Investments designed to meet obligations under the Executive Savings Plan are invested in registered investment companies
traded in active markets and are recorded at unadjusted quoted prices.
Foreign currency exchange contracts and diesel fuel contracts are valued using broker quotations, which include observable
market information. TJX does not make adjustments to quotes or prices obtained from brokers or pricing services but does
assess the credit risk of counterparties and will adjust final valuations when appropriate. Where independent pricing services
provide fair values, TJX obtains an understanding of the methods used in pricing. As such, these instruments are classified
within Level 2.
The fair value of TJX’s general corporate debt was estimated by obtaining market quotes given the trading levels of other bonds
of the same general issuer type and market perceived credit quality. These inputs are considered to be Level 2 inputs. These
estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to
settle these obligations.
The following table summarizes the carrying value and fair value estimates of the Company’s components of long-term debt:
Fiscal Year Ended
February 1,
2025
February 3,
2024
In millions
Carrying
Value
Fair Value
Carrying
Value
Fair Value
Level 2
Long-term debt
$
2,866 $
2,634 $
2,862 $
2,630
For additional information on long-term debt, see Note J—Long-Term Debt and Credit Lines.
TJX’s cash equivalents are stated at cost, which approximates fair value due to the short maturities of these instruments.
Certain assets and liabilities are measured at fair value on a nonrecurring basis, whereas the majority of assets and liabilities are
not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when
there is evidence of an impairment. For the years ended February 1, 2025, February 3, 2024 and January 28, 2023, the
Company did not record any material impairments to long-lived assets.
F-20

Note G. Segment Information
TJX operates four segments. TJX defines its segments as those operations whose results the Chief Executive Officer, who is the
Company’s chief operating decision maker (“CODM”), regularly reviews to analyze performance and allocate resources. In the
United States, the Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and the HomeGoods
segment operates HomeGoods and Homesense. The TJX Canada segment operates Winners, HomeSense and Marshalls in
Canada, and the TJX International segment operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe
and TK Maxx in Australia. In addition to the Company’s four segments, Sierra operates retail stores and sierra.com in the U.S.
The results of Sierra are included in the Marmaxx segment.
All of TJX’s stores, with the exception of HomeGoods and HomeSense/Homesense, sell family apparel and home fashions.
HomeGoods and HomeSense/Homesense offer home fashions. The percentages of the Company’s consolidated revenues by
major product category for the last three fiscal years are as follows:
Fiscal 2025
Fiscal 2024
Fiscal 2023
Apparel:
Clothing including footwear
44 %
47 %
48 %
Accessories including jewelry and beauty
21
18
17
Home fashions
35
35
35
Total
100 %
100 %
100 %
The CODM regularly reviews net sales by segment and segment profit or loss. There are no significant expense categories or
amounts regularly provided to the CODM and included in reported segment profit or loss. As such, no significant expense
categories are disclosed in the table below. The CODM evaluates the performance of the Company’s segments based on
“segment profit or loss,” which it defines as pre-tax income or loss before general corporate expense, interest (income) expense,
net and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as defined by TJX, may not be
comparable to similarly titled measures used by other entities. This measure of performance should not be considered an
alternative to net income or cash flows from operating activities as an indicator of TJX’s performance or as a measure of
liquidity.
F-21

Presented below is financial information with respect to TJX’s segments:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Marmaxx
Net sales
$
34,604 $
33,413 $
30,545
Segment expenses(a)
29,709
28,816
26,662
Segment profit
$
4,895 $
4,597 $
3,883
HomeGoods
Net sales
$
9,386 $
8,990 $
8,264
Segment expenses(a)
8,365
8,129
7,742
Segment profit
$
1,021 $
861 $
522
TJX Canada
Net sales
$
5,189 $
5,046 $
4,912
Segment expenses(a)
4,486
4,331
4,222
Segment profit
$
703 $
715 $
690
TJX International
Net sales
$
7,181 $
6,768 $
6,215
Segment expenses(a)
6,759
6,436
5,868
Segment profit
$
422 $
332 $
347
Total TJX
Net sales
$
56,360 $
54,217 $
49,936
Segment expenses(a)
49,319
47,712
44,494
Segment profit
$
7,041 $
6,505 $
5,442
General corporate expense
739
708
582
Impairment on equity investment
—
—
218
Interest (income) expense, net
(181)
(170)
6
Income before income taxes
$
6,483 $
5,967 $
4,636
(a) Segment expenses for each reportable segment include cost of sales and selling, general and administrative expenses. Cost of sales includes buying and
occupancy costs, cost of merchandise sold, and other expenses. Selling, general and administrative expenses include store payroll and benefit costs,
communication costs, and other expenses. Refer to Note A - Basis of Presentation and Summary of Accounting Principles for more information on the
classifications.
F-22

Segment information (continued):
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
Identifiable assets:
In the United States:
Marmaxx
$
14,137 $
12,993 $
12,170
HomeGoods
4,037
3,828
3,590
TJX Canada
2,128
2,083
2,003
TJX International
4,243
4,154
4,075
Segment identifiable assets
$
24,545 $
23,058 $
21,838
Corporate(a)
7,204
6,689
6,511
Total identifiable assets
$
31,749 $
29,747 $
28,349
Capital expenditures:
In the United States:
Marmaxx
$
1,102 $
950 $
822
HomeGoods
400
345
295
TJX Canada
151
157
110
TJX International
265
270
230
Total capital expenditures
$
1,918 $
1,722 $
1,457
Depreciation and amortization:
In the United States:
Marmaxx
$
595 $
525 $
480
HomeGoods
210
182
165
TJX Canada
90
76
70
TJX International
205
177
167
Segment depreciation and amortization
$
1,100 $
960 $
882
Corporate(b)
4
4
5
Total depreciation and amortization
$
1,104 $
964 $
887
(a)
Corporate identifiable assets mainly include cash and trust assets from the Executive Savings Plan and in fiscal 2025 includes the equity method
investments. Consolidated cash, including that held by foreign entities, is reported with Corporate assets for consistency with segment reporting in the
U.S.
(b)
Includes debt discount accretion and debt expense amortization.
Note H. Stock Incentive Plan
TJX has a Stock Incentive Plan under which options and other share-based awards may be granted to its directors, officers and
key employees. The number of shares authorized for issuance under this plan has been approved by TJX’s shareholders, and all
share-based compensation awards are made under this plan. The Stock Incentive Plan, as amended with shareholder approval,
has provided for the issuance of up to 723 million shares with 39 million shares available for future grants as of February 1,
2025. TJX issues shares under the plan from authorized but unissued common stock.
Total compensation cost related to share-based compensation was $183 million, $160 million and $122 million in fiscal 2025,
2024 and 2023, respectively. As of February 1, 2025, there was $232 million of total unrecognized compensation cost related to
non-vested share-based compensation arrangements granted under the plan. That cost is expected to be recognized over a
weighted-average period of 2 years.
Stock Options
Options for the purchase of common stock are granted with an exercise price that is 100% of market price on the grant date,
generally vest in thirds over a 3-year period starting 1 year after the grant, and have a 10-year maximum term. When options are
granted with other vesting terms, the vesting information is reflected in the valuation.
F-23

The fair value of options is estimated as of the date of grant using the Black-Scholes option pricing model with the following
weighted average assumptions:
 
Fiscal Year Ended
 
February 1,
2025
February 3,
2024
January 28,
2023
Risk-free interest rate
3.47 %
4.51 %
3.69 %
Dividend yield
1.3 %
1.5 %
1.8 %
Expected volatility factor
24.4 %
24.1 %
26.0 %
Expected option life
5.5 years
5.5 years
5.5 years
Weighted average fair value of options issued
$
29.86
$
24.62
$
16.68
The risk-free interest rate is for periods within the contractual life of the option based on the U.S. Treasury yield curve in effect
at the time of grant. The Company uses historical data to estimate option exercises, employee termination behavior and
dividend yield within the valuation model. Expected volatility is based on a combination of implied volatility from traded
options on the Company’s stock, and historical volatility during a term approximating the expected life of the option granted.
The expected option life represents an estimate of the period of time options are expected to remain outstanding based upon
historical exercise trends. Employee groups and option characteristics are considered separately for valuation purposes, when
applicable.
A summary of the status of TJX’s stock options and related weighted average exercise prices (“WAEP”) is presented below:
 
Fiscal Year Ended
February 1,
2025
February 3,
2024
January 28,
2023
Shares in millions
Options
WAEP
Options
WAEP
Options
WAEP
Outstanding at beginning of year
35 $
58.65
37 $
51.88
40 $
47.11
Granted
4
117.25
5
91.00
6
65.54
Exercised
(8)
48.35
(7)
43.39
(8)
38.12
Forfeitures
(0)
82.98
(0)
68.32
(1)
63.29
Outstanding at end of year
31 $
68.26
35 $
58.65
37 $
51.88
Options exercisable at end of year
23 $
56.87
25 $
50.64
26 $
45.99
The total intrinsic value of options exercised was $466 million in fiscal 2025, $278 million in fiscal 2024 and $294 million in
fiscal 2023.
The following table summarizes information about stock options outstanding that were expected to vest and stock options
outstanding that were exercisable as of February 1, 2025:
Shares
(in millions)
Aggregate
Intrinsic
Value
(in millions)
Weighted
Average
Remaining
Contract Life
WAEP
Options outstanding expected to vest(a)
8 $
234
8.8 years $
96.50
Options exercisable
23
1,526
4.9 years
56.87
Total outstanding options vested and expected to vest
31 $
1,760
6.0 years $
67.54
(a)
Reflects 9 million unvested options, net of anticipated forfeitures.
Stock Awards
TJX grants restricted stock units and performance share units under the Stock Incentive Plan. Restricted stock units and
performance share units are collectively referred to as stock awards. These stock awards were granted without a purchase price
to the recipient and are subject to vesting conditions. Vesting conditions for performance share units include specified
performance criteria, generally for a period of three fiscal years. The grant date fair value of the stock awards is charged to
income over the requisite service period during which the recipient must remain employed. The fair value of the stock awards is
determined at date of grant in accordance with ASC Topic 718 and, for performance share units, assumes that performance
goals will be achieved at target. Performance share units and related compensation costs recognized are adjusted, as applicable,
for performance above or below the target specified in the award.
There were no significant modifications to stock awards in fiscal 2025, fiscal 2024 or fiscal 2023.
F-24

A summary of the status of the Company’s non-vested stock awards and changes during fiscal 2025 is presented below:
In thousands except grant date fair value
Restricted
Stock Units
Performance
Share Units
Total Stock
Awards
Weighted
Average
Grant Date
Fair Value
Nonvested at beginning of year
1,280
1,063
2,343 $
67.76
Granted
292
300
592
99.47
Vested
(413)
(285)
(698)
65.53
Forfeited
(18)
(7)
(25)
78.36
Nonvested at end of year
1,141
1,071
2,212 $
76.82
A summary of units granted and the weighted average grant date fair value for total stock awards over the previous two fiscal
years is presented below:
Fiscal Year Ended
In thousands except grant date fair value
February 3,
2024
January 28,
2023
Granted
694
932
Weighted Average Grant Date Fair Value
$
76.21 $
60.46
The fair value of awards that vested was $46 million in fiscal 2025, $48 million in fiscal 2024 and $55 million in fiscal 2023.
The nonvested performance share units are based on the target level of performance achievement under the awards. The actual
payout of performance share units will depend on performance results for the award cycle.
Other Awards
TJX also awards deferred shares to its outside directors under the Stock Incentive Plan. As of the end of fiscal 2025, a total of
348 thousand of these deferred shares were outstanding under the plan.
Note I. Pension Plans and Other Retirement Benefits
Pension
TJX has a funded defined benefit retirement plan that covers eligible U.S. employees hired prior to February 1, 2006. No
employee contributions are required, or permitted, and benefits are based principally on compensation earned in each year of
service. TJX’s funded defined benefit retirement plan assets are invested in domestic and international equity and fixed income
securities, both directly and through investment funds. The plan does not invest in TJX securities. TJX also has an unfunded
supplemental retirement plan that covers certain key employees and provides additional retirement benefits based on final
average compensation for certain of those employees (the “primary benefit”) or, alternatively, based on benefits that would be
provided under the funded retirement plan absent Internal Revenue Code limitations (the “alternative benefit”).
Presented below is financial information relating to TJX’s funded defined benefit pension plan (“qualified pension plan” or
“funded plan”) and its unfunded supplemental pension plan (“unfunded plan”) for the fiscal years indicated. The Company has
elected the practical expedient pursuant to ASU 2015-4–Compensation-retirement benefits (Topic 715) and has selected the
measurement date of January 31, the calendar month end closest to the Company’s fiscal year-end.
F-25

 
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
February 1,
2025
February 3,
2024
Change in projected benefit obligation:
Projected benefit obligation at beginning of year
$
1,285 $
1,343 $
105 $
109
Service cost
32
33
2
2
Interest cost
71
72
6
6
Actuarial losses (gains)
(45)
(37)
(2)
0
Benefits paid
(71)
(111)
(4)
(12)
Expenses paid
(3)
(4)
—
—
Plan amendments
2
(11)
—
—
Projected benefit obligation at end of year
$
1,271 $
1,285 $
107 $
105
Accumulated benefit obligation at end of year
$
1,180 $
1,187 $
95 $
92
 
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
February 1,
2025
February 3,
2024
Change in plan assets:
Fair value of plan assets at beginning of year
$
1,451 $
1,475 $
— $
—
Actual return on plan assets
73
91
—
—
Employer contribution
0
0
4
12
Benefits paid
(71)
(111)
(4)
(12)
Expenses paid
(3)
(4)
—
—
Fair value of plan assets at end of year
$
1,450 $
1,451 $
— $
—
Reconciliation of funded status:
Projected benefit obligation at end of year
$
1,271 $
1,285 $
107 $
105
Fair value of plan assets at end of year
1,450
1,451
—
—
Funded status – excess (asset) obligation
$
(179) $
(166) $
107 $
105
Net (asset) liability recognized on Consolidated Balance
Sheets
$
(179) $
(166) $
107 $
105
Amounts not yet reflected in net periodic benefit cost and
included in Accumulated other comprehensive (loss) income:
Prior service cost
$
(8) $
(11) $
— $
—
Accumulated actuarial losses
41
78
13
17
Amounts included in Accumulated other comprehensive
(loss) income
$
33 $
67 $
13 $
17
The Consolidated Balance Sheets reflect the funded status of the plans with any unrecognized prior service cost and actuarial
gains and losses recorded in Accumulated other comprehensive (loss) income. The funded plan asset of $179 million and $166
million is reflected on the Consolidated Balance Sheets in Other assets as of February 1, 2025 and February 3, 2024,
respectively. The unfunded plan liability is reflected on the Consolidated Balance Sheets as current liabilities of $7 million and
$10 million and a long-term liability of $100 million and $95 million as of February 1, 2025 and February 3, 2024, respectively.
The decrease in the actuarial losses included in Accumulated other comprehensive (loss) income for the funded plan for fiscal
2025 was driven by the impact of higher discount rates offset by a decrease in actual return on plan assets.
F-26

TJX determined the assumed discount rate using the BOND: Link model in fiscal 2025 and fiscal 2024. TJX uses the BOND:
Link model as this model allows for the selection of specific bonds resulting in better matches in timing of the plans’ expected
cash flows. Presented below are weighted average assumptions for measurement purposes for determining the obligation at the
year-end measurement date:
 
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
 
February 1,
2025
February 3,
2024
February 1,
2025
February 3,
2024
Discount rate
6.10 %
5.70 %
6.10 %
5.80 %
Rate of compensation increase
4.00 %
4.00 %
4.00 %
4.00 %
TJX made aggregate cash contributions of $4 million in fiscal 2025 and $12 million in fiscal 2024 to the funded plan and to
fund current benefit and expense payments under the unfunded plan. TJX’s policy with respect to the funded plan is to fund, at
a minimum, the amount required to maintain a funded status of 80% of the applicable pension liability (the Funding Target
pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the
funding of nonqualified plans under the Internal Revenue Code. The Company does not anticipate any required funding in
fiscal 2026 for the funded plan. The Company anticipates making contributions of $8 million to provide current benefits
coming due under the unfunded plan in fiscal 2026.
The following are the components of net periodic benefit cost and other amounts recognized in other comprehensive income
(loss) related to the Company’s pension plans:
 
Funded Plan
Fiscal Year Ended
Unfunded Plan
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
February 1,
2025
February 3,
2024
January 28,
2023
Net periodic pension cost:
Service cost
$
32
$
33
$
48
$
2
$
2
$
2
Interest cost
71
72
58
6
6
4
Expected return on plan assets
(81)
(80)
(89)
—
—
—
Amortization of prior service cost
(1)
0
0
—
—
—
Amortization of net actuarial loss
—
—
18
2
2
4
Total expense
$
21
$
25
$
35
$
10
$
10
$
10
Other changes in plan assets and benefit obligations
recognized in other comprehensive income:
Net (gain) loss
$
(37)
$
(48)
$
(153)
$
(2)
$
0
$
(9)
Prior service cost (credit)
2
(11)
—
—
—
—
Amortization of net (loss)
—
—
(18)
(2)
(2)
(4)
Amortization of prior service cost
1
0
0
—
—
—
Total (gain) loss recognized in other
comprehensive income
$
(34)
$
(59)
$
(171)
$
(4)
$
(2)
$
(13)
Total recognized in net periodic benefit
cost and other comprehensive income (loss) $
(13)
$
(34)
$
(136)
$
6
$
8
$
(3)
Weighted average assumptions for expense purposes:
Discount rate
5.70 %
5.40 %
3.40 %
5.80 %
5.60 %
3.30 %
Expected rate of return on plan assets
5.75 %
5.50 %
5.25 %
N/A
N/A
N/A
Rate of compensation increase
4.00 %
4.00 %
4.00 %
4.00 %
4.00 %
4.00 %
TJX develops its long-term rate of return assumption by evaluating input from professional advisors taking into account the
asset allocation of the portfolio and long-term asset class return expectations, as well as long-term inflation assumptions.
The unrecognized gains and losses in excess of 10% of the projected benefit obligation are amortized over the average
remaining service life of participants.
F-27

The following is a schedule of the benefits expected to be paid in each of the next five fiscal years and in the aggregate for the
five fiscal years thereafter:
In millions
Funded Plan
Expected Benefit
Payments
Unfunded Plan
Expected Benefit
Payments
Fiscal Year:
2026
$
87 $
8
2027
90
6
2028
95
11
2029
99
54
2030
101
8
2031 through 2035
534
41
The following tables present the fair value hierarchy for pension assets measured at fair value on a recurring basis:
 
Funded Plan at February 1, 2025
In millions
Level 1
Level 2
Total
Asset category:
Short-term investments
$
27 $
— $
27
Equity Securities
38
—
38
Fixed Income Securities:
Corporate and government bond funds
—
1,090
1,090
Futures Contracts
—
2
2
Total assets in the fair value hierarchy
$
65 $
1,092 $
1,157
Assets measured at net asset value(a)
—
—
293
Fair value of assets
$
65 $
1,092 $
1,450
 
Funded Plan at February 3, 2024
In millions
Level 1
Level 2
Total
Asset category:
Short-term investments
$
43 $
— $
43
Equity Securities
49
—
49
Fixed Income Securities:
Corporate and government bond funds
—
1,024
1,024
Futures Contracts
—
(4)
(4)
Total assets in the fair value hierarchy
$
92 $
1,020 $
1,112
Assets measured at net asset value(a)
—
—
339
Fair value of assets
$
92 $
1,020 $
1,451
(a)
In accordance with Subtopic 820-10, certain investments that were measured using net asset value per share (or its equivalent) as a practical expedient
have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value
hierarchy to the fair value of assets presented above.
Pension plan assets are reported at fair value. Refer to Note F—Fair Value Measurements for further information on the fair
value hierarchy. Investments in equity securities traded on a national securities exchange are valued at the composite close
price, as reported in the Wall Street Journal, as of the financial statement date. This information is provided by independent
pricing sources.
Short-term investments are primarily cash related to funding of the plan which had yet to be invested as of balance sheet dates.
Certain corporate and government bonds are valued at the closing price reported in the active market in which the bond is
traded. Other bonds are valued based on yields currently available on comparable securities of issuers with similar credit
ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flow
approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain
risks that may not be observable, such as credit and liquidity risks. All bonds are priced by independent pricing sources.
F-28

Assets measured at net asset value include investments in limited partnerships, which are stated at the fair value of the plan’s
partnership interest based on information supplied by the partnerships as compared to financial statements of the limited
partnership or other fair value information as determined by management. Cash equivalents or short-term investments are stated
at cost which approximates fair value, and the fair value of common/collective trusts is determined based on net asset value as
reported by their fund managers.
Following is the asset allocation under the qualified pension plan as of the valuation date for the fiscal years presented:
 
February 1,
2025
February 3,
2024
Return-seeking assets
27 %
32 %
Liability-hedging assets
71 %
65 %
All other – primarily cash
2 %
3 %
Under TJX’s investment policy, qualified pension plan assets are to be invested with the objective of generating investment
returns that, in combination with funding contributions, provide adequate assets to meet all current and reasonably anticipated
future benefit obligations under the plan. The investment policy includes a dynamic asset allocation strategy, whereby, over
time, in connection with improvements in the plan’s funded status, the target allocation of return-seeking assets (generally,
equities and other instruments with a similar risk profile) may decline and the target allocation of liability-hedging assets
(generally, fixed income and other instruments with a similar risk profile) may increase. Under the investment policy
guidelines, the target asset allocation of return-seeking assets and liability-hedging assets was 30% and 70%, respectively, as of
February 1, 2025. Risks are sought to be mitigated through asset diversification and the use of multiple investment managers.
Investment risk is measured and monitored on an ongoing basis through investment portfolio reviews, annual liability
measurements and periodic asset/liability studies.
Other Retirement Benefits
TJX also sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code for eligible U.S. employees
and a similar type of plan for eligible employees in Puerto Rico. Employees may contribute up to 50% of eligible pay, subject
to limitations. For eligible employees who have completed the applicable service requirement, TJX matches employee
contributions, up to 5% of eligible pay, at rates of 25% or 75% (based upon date of hire and other eligibility criteria), and may
make additional discretionary year-end contributions based on TJX’s performance. TJX may also make additional discretionary
non-matching contributions. Certain eligible employees are automatically enrolled in the U.S. Plan and the Puerto Rico savings
plan at a 2% deferral rate, unless the employee elects otherwise. The total cost of TJX contributions to these plans was $113
million in fiscal 2025, $103 million in fiscal 2024 and $77 million in fiscal 2023.
TJX also has a nonqualified savings plan (the Executive Savings Plan) for certain U.S. employees. TJX matches employee
deferrals at various rates which amounted to $10 million in fiscal 2025, $9 million in fiscal 2024 and $6 million in fiscal 2023.
Although the plan is unfunded, in order to help meet its future obligations TJX transfers an amount generally equal to employee
deferrals and the related company match to a separate “rabbi” trust. The trust assets, which are invested in a variety of mutual
funds, are included in other assets on the balance sheets.
In addition to the plans described above, TJX also contributes to retirement/deferred savings programs for eligible Associates at
certain of its foreign subsidiaries. The Company contributed $39 million for these programs in fiscal 2025, $32 million for these
programs in fiscal 2024 and $29 million in fiscal 2023.
Multiemployer Pension Plans
TJX contributes to certain multiemployer defined benefit pension plans under the terms of collective-bargaining agreements
that cover union-represented employees. TJX contributed $27 million in fiscal 2025, $27 million in fiscal 2024 and $25 million
in fiscal 2023 to the Legacy Plan of the National Retirement Fund (EIN #13-6130178, plan #1), the Adjustable Plan of the
National Retirement Fund (EIN #13-6130178, plan #2), the Legacy Plan of the UNITE HERE Retirement Fund (EIN
#82-0994119, plan #1) and the Adjustable Plan of the UNITE HERE Retirement Fund (EIN #82-0994119, plan #2). TJX was
listed in the Form 5500 for the Legacy Plan of the National Retirement Fund and the Adjustable Plan of the National
Retirement Fund as providing more than 5% of the total contributions, or being one of the top ten highest contributors, for the
plan year ending December 31, 2023. In addition, based on information available to TJX, the Pension Protection Act Zone
status for the Legacy Plan of the National Retirement Fund is critical and for the Legacy Plan of the UNITE HERE Retirement
Fund is critical and declining, and rehabilitation plans have been adopted by these plans. In January 2025, the Pension Benefit
Guaranty Corporation announced that it approved an application by the Legacy Plan of the UNITE HERE Retirement Fund for
Special Financial Assistance under the American Rescue Plan Act of 2021.
F-29

The risks of participating in multiemployer pension plans are different from the risks of single-employer pension plans in
certain respects, including the following: (a) assets contributed to the multiemployer plan by one employer may be used to
provide benefits to employees of other participating employers; (b) if a participating employer stops contributing to the plan,
the unfunded obligations of the plan may be borne by the remaining participating employers; (c) if TJX ceases to have an
obligation to contribute to a multiemployer plan in which the Company had been a contributing employer, or in certain other
circumstances, the Company may be required to pay to the plan an amount based on the Company’s allocable share of the
underfunded status of the plan, referred to as a withdrawal liability.
Note J. Long-Term Debt and Credit Lines
The table below presents long-term debt as of February 1, 2025 and February 3, 2024. All amounts are net of unamortized debt
discounts.
In millions and net of immaterial unamortized debt discounts
February 1,
2025
February 3,
2024
General corporate debt:
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32%
after reduction of unamortized debt discount)
998
998
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after
reduction of unamortized debt discount)
500
499
3.875% senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89% after
reduction of unamortized debt discount)
496
496
1.600% senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61% after
reduction of unamortized debt discount)
500
500
4.500% senior unsecured notes, maturing April 15, 2050 (effective interest rate of 4.52% after
reduction of unamortized debt discount)
383
383
Total debt
2,877
2,876
Debt issuance costs
(11)
(14)
Long-term debt
$
2,866 $
2,862
The aggregate maturities of long-term debt, inclusive of current installments at February 1, 2025 are as follows:
In millions
Fiscal Year:
2026
$
—
2027
1,000
2028
—
2029
500
2030
—
Later years
1,381
Unamortized debt discount
(4)
Debt issuance costs
(11)
Aggregate maturities of long-term debt
$
2,866
Senior Unsecured Notes
As of February 1, 2025, TJX had outstanding $1 billion aggregate principal amount of 2.250% 10-year Notes due September
2026. TJX entered into a rate-lock agreement to hedge $700 million of the 2.250% notes prior to issuance. The cost of this
agreement is being amortized to interest expense over the term of the note resulting in an effective fixed rate of 2.36% for the
2.25% notes.
F-30

Credit Facilities
The Company has two TJX revolving credit facilities, a $1 billion senior unsecured revolving credit facility maturing in June
2026 (the “2026 Revolving Credit Facility”) and a $500 million revolving credit facility that was set to mature in May 2024
(the “2024 Revolving Credit Facility”). On May 8, 2023, the Company amended the 2024 Revolving Credit Facility (as
amended, the “2028 Revolving Credit Facility”) to (i) extend the maturity to May 8, 2028 and (ii) replace the London Interbank
Offered Rate (“LIBOR”) with a term secured overnight financing rate plus a 0.10% credit spread adjustment (“Adjusted Term
SOFR”). Term SOFR borrowings under the 2028 Revolving Credit Facility bear interest at the Adjusted Term SOFR plus a
margin of 45.0 - 87.5 basis points and a quarterly facility fee payment of 5.0 - 12.5 basis points on the total commitments under
the 2028 Revolving Credit Facility, in each case, based on the Company’s long-term debt ratings. All other material terms and
conditions of the 2028 Revolving Credit Facility were unchanged from the 2024 Revolving Credit Facility.
Additionally, on May 8, 2023, the Company amended its 2026 Revolving Credit Facility to replace the LIBOR with Adjusted
Term SOFR. Term SOFR borrowings under the 2026 Revolving Credit Facility, as amended, bear interest at the Adjusted Term
SOFR plus a variable margin based on the Company’s long-term debt ratings. All other material terms and conditions of the
2026 Revolving Credit Facility were unchanged.
Under these credit facilities, the Company has maintained a borrowing capacity of $1.5 billion. As of February 1, 2025 and
February 3, 2024, there were no amounts outstanding under these facilities. Each of these facilities require TJX to maintain a
ratio of funded debt to earnings before interest, taxes, depreciation and amortization and rentals (EBITDAR) of not more than
3.50 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at the end of
all periods presented.
In addition, as of February 1, 2025 and February 3, 2024, TJX Canada had a credit line of C$10 million and the Company’s
European business at TJX International had a credit line of £5 million. As of February 1, 2025 and February 3, 2024, and during
the years then ended, there were no amounts outstanding on the Canadian credit line and no amounts outstanding on the
European credit line.
Note K. Income Taxes
In 2021, the Organization for Economic Co-operation and Development announced an Inclusive Framework on Base Erosion
and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large
multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have been issued.
Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model
Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation
in future years. Considering TJX does not have material operations in jurisdictions with tax rates lower than the Pillar Two
minimum, these rules did not have a material impact on the Company’s financial statements for fiscal 2025 and are not
expected to materially increase global tax costs. There remains uncertainty as to the final Pillar Two model rules. The Company
is continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-
US tax jurisdictions in which TJX operates.
For financial reporting purposes, components of income before income taxes are as follows:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
United States
$
5,541 $
5,077 $
4,029
Foreign
942
890
607
Income before income taxes
$
6,483 $
5,967 $
4,636
F-31

The provision for income taxes includes the following:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Current:
Federal
$
1,009 $
982 $
656
State
338
344
233
Foreign
244
175
185
Deferred:
Federal
9
6
52
State
14
(34)
0
Foreign
5
20
12
Provision for income taxes
$
1,619 $
1,493 $
1,138
TJX had net deferred tax (liabilities) assets as follows:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
Deferred tax assets:
Net operating loss carryforward
$
104 $
137
Pension, stock compensation, postretirement and employee benefits
392
388
Operating lease liabilities
2,634
2,589
Accruals and reserves
300
274
Other
20
17
Total gross deferred tax assets
$
3,450 $
3,405
Valuation allowance
(51)
(63)
Total deferred tax asset
$
3,399 $
3,342
Deferred tax liabilities:
Property, plant and equipment
$
742 $
701
Capitalized inventory
73
68
Operating lease right of use assets
2,540
2,492
Tradename/intangibles
24
23
Undistributed foreign earnings
23
29
Other
5
5
Total deferred tax liabilities
$
3,407 $
3,318
Net deferred tax (liability) asset
$
(8) $
24
Non-current asset
$
148 $
172
Non-current liability
(156)
(148)
Total
$
(8) $
24
TJX has provided for all applicable state and foreign withholding taxes on all undistributed earnings of its foreign subsidiaries
in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 1, 2025. The Company has not provided for
federal, state, or foreign withholding taxes on the approximately $1.6 billion of undistributed earnings related to all other
foreign subsidiaries as such earnings are considered to be indefinitely reinvested in the business. The net amount of
unrecognized state and foreign withholding tax liabilities related to the undistributed earnings is not material.
F-32

As of February 1, 2025 and February 3, 2024, for state income tax purposes, TJX had net operating loss carryforwards of $225
million and $318 million respectively. Of that amount, $13 million can be carried forward indefinitely and $212 million will
expire, if unused, in the years 2031 through 2045. TJX has analyzed the realization of the state net operating loss carryforwards
on an individual state basis. For those states where the Company has determined that it is more likely than not that the state net
operating loss carryforwards will not be realized, a valuation allowance of $1 million has been provided for the deferred tax
asset as of February 1, 2025 and $1 million as of February 3, 2024.
The Company had available for foreign income tax purposes (related to Australia, Austria, Germany, the Netherlands and the
U.K.) net operating loss carryforwards of $338 million as of February 1, 2025 and $439 million as of February 3, 2024. The full
amount of the loss carryforwards does not expire. For the deferred tax assets associated with the net operating loss
carryforwards for which management has determined it is more likely than not that the deferred tax assets will not be realized,
TJX had valuation allowances recorded of approximately $50 million as of February 1, 2025 and $62 million as of February 3,
2024.
The difference between the U.S. federal statutory income tax rate and TJX’s worldwide effective income tax rate is reconciled
below:
 
Fiscal Year Ended
 
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
U.S. federal statutory income tax rate
21.0 %
21.0 %
21.0 %
Effective state income tax rate
4.5
4.2
4.3
Impact of foreign operations
1.0
0.9
1.1
Excess share-based compensation
(1.3)
(0.8)
(1.0)
Tax credits
(0.2)
(0.2)
(0.3)
Nondeductible/nontaxable items
0.1
0.1
(0.1)
All other
(0.1)
(0.2)
(0.5)
Worldwide effective income tax rate
25.0 %
25.0 %
24.5 %
There were no significant changes to TJX’s effective income tax rate for fiscal 2025, compared to fiscal 2024.
TJX had net unrecognized tax benefits of $217 million as of February 1, 2025, $228 million as of February 3, 2024 and $265
million as of January 28, 2023.
A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
Balance, beginning of year
$
226 $
266 $
280
Additions for uncertain tax positions taken in current year
4
6
8
Additions for uncertain tax positions taken in prior years
61
—
7
Reductions for uncertain tax positions taken in prior years
(20)
—
(2)
Reductions resulting from lapse of statute of limitations
(2)
(19)
(18)
Settlements with tax authorities
(8)
(27)
(9)
Balance, end of year
$
261 $
226 $
266
Included in the gross amount of unrecognized tax benefits are items that will impact future effective tax rates upon recognition.
These items amounted to $212 million as of February 1, 2025, $221 million as of February 3, 2024 and $251 million as of
January 28, 2023.
TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S. and
India, fiscal years through 2010 are no longer subject to examination. In all other jurisdictions, fiscal years through 2011 are no
longer subject to examination.
F-33

TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The
amount of interest and penalties expensed was $7 million for the fiscal years ended February 1, 2025, $10 million for the fiscal
years ended February 3, 2024 and $7 million for the fiscal years ended January 28, 2023. The accrued amounts for interest and
penalties are $28 million as of February 1, 2025, $32 million as of February 3, 2024 and $37 million as of January 28, 2023.
Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of
statutes of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, it is reasonably possible that
unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those
represented on the Consolidated Financial Statements as of February 1, 2025. During the next twelve months, it is reasonably
possible that tax audit resolutions may reduce unrecognized tax benefits by up to $29 million, which would reduce the provision
for taxes on earnings.
Note L. Leases
TJX is committed under long-term leases related to its continuing operations for the rental of real estate and certain service
contracts containing embedded leases, all of which are operating leases. Real estate leases represent virtually all of the
Company’s store locations as well as some of its distribution and fulfillment centers and office space. Most of TJX’s leases in
the U.S. and Canada are store operating leases, generally for an initial term of ten years with options to extend the lease term for
one or more five year periods. Leases in Europe generally have an initial term of ten to fifteen years and leases in Australia
generally have an initial term of ten years, some of which have options to extend. Some of the Company's leases have options to
terminate prior to the lease expiration date. The exercise of both lease renewal and termination options is at the Company’s sole
discretion, as opposed to the landlord’s discretion, and is not reasonably certain at lease commencement. The Company has
deemed that the expense of store renovations makes the renewal of the next lease option reasonably certain to be exercised after
these renovations occur.
While the overwhelming majority of leases have fixed payment schedules, some leases have variable lease payments based on
market indices adjusted periodically for inflation, or include rental payments based on a percentage of retail sales over
contractual levels. In addition, for real estate leases, TJX is generally required to pay insurance, real estate taxes and certain
other expenses including common area maintenance based on a proportionate share of premises as compared to the shopping
center, and some of these costs are based on a market index, primarily in Canada. For leases with these payments based on a
market index, the initial lease payment amount is used in the calculation of the operating lease liability and corresponding
operating lease ROU assets included on the Consolidated Balance Sheets. Future payment changes to these market index rate
leases are not reflected in the operating lease liability and are instead included in variable lease cost. Variable lease cost also
includes variable operating expenses for third party service centers and dedicated transportation contracts that are deemed
embedded leases. The operating lease ROU assets also includes any lease payments made in advance of the assets’ use and is
reduced by lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease
term.
Supplemental balance sheet information related to leases is as follows:
Fiscal Year Ended
February 1,
2025
February 3,
2024
Weighted-average remaining lease term
6.5 years
6.6 years
Weighted-average discount rate
3.6 %
3.3 %
The following table is a summary of the Company’s components of net lease cost for the fiscal years ended:
Fiscal Year Ended
In millions
Classification
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Operating lease cost
Cost of sales, including buying and
occupancy costs
$
2,101 $
2,015 $
1,927
Variable and short term lease cost
Cost of sales, including buying and
occupancy costs
1,555
1,490
1,359
Total lease cost
$
3,656 $
3,505 $
3,286
F-34

Supplemental cash flow information related to leases is as follows:
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases
$
2,116 $
2,030 $
1,949
Lease liabilities arising from obtaining right of use assets
$
2,140 $
2,055 $
2,095
The following table as of February 1, 2025 summarizes the maturity of lease liabilities under operating leases:
In millions
Fiscal Year:
2026
$
2,123
2027
2,000
2028
1,774
2029
1,498
2030
1,195
Later years
2,617
Total lease payments(a)
11,207
Less: imputed interest(b)
1,295
Total lease liabilities(c)
$
9,912
(a)
Operating lease payments exclude legally binding minimum lease payments for leases signed but not yet commenced and include options to extend lease
terms that are now deemed reasonably certain of being exercised according to the Company’s Lease Accounting Policy.
(b)
Calculated using the incremental borrowing rate for each lease.
(c)
Total lease liabilities are broken out on the Consolidated Balance Sheets between Current portion of operating lease liabilities and Long-term operating
lease liabilities.
Note M. Accrued Expenses and Other Liabilities, Current and Long Term
The major components of accrued expenses and other current liabilities are as follows:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
Employee compensation and benefits, current
$
1,370 $
1,399
Merchandise credits and gift certificates
824
773
Dividends payable
427
383
Occupancy costs, including rent, utilities and real estate taxes
379
379
Accrued capital additions
260
246
Sales tax collections and V.A.T. taxes
222
291
All other current liabilities
1,558
1,399
Total accrued expenses and other current liabilities
$
5,040 $
4,870
All other current liabilities primarily include accruals for insurance, customer rewards liability, expenses payable, reserve for
sales returns, professional fees, reserve for taxes, advertising, warehouse services, and other items, each of which is individually
less than 5% of current liabilities.
F-35

The major components of other long-term liabilities are as follows:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
Employee compensation and benefits, long-term
$
730 $
630
Tax reserve, long-term
221
202
Asset retirement obligation
81
75
All other long-term liabilities
18
17
Total other long-term liabilities
$
1,050 $
924
Note N. Contingent Obligations, Contingencies, and Commitments
Contingent Contractual Obligations
TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses
related to matters including title to assets sold, specified environmental matters or certain income taxes. These obligations are
sometimes limited in time or amount. There are no amounts reflected in the Company’s Consolidated Balance Sheets with
respect to these contingent obligations.
Legal Contingencies
TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of
its business. TJX has accrued immaterial amounts in the accompanying Consolidated Financial Statements for certain of its
legal proceedings.
Letters of Credit
TJX had outstanding letters of credit totaling $36 million as of February 1, 2025 and $40 million as of February 3, 2024. Letters
of credit are issued by TJX primarily for the purchase of inventory.
Note O. Supplemental Cash Flow Information
TJX’s cash payments for interest and income taxes and non-cash investing and financing activities are as follows:
 
Fiscal Year Ended
In millions
February 1,
2025
February 3,
2024
January 28,
2023
(53 weeks)
Cash paid for:
Interest on debt
$
74 $
80 $
86
Income taxes
1,632
1,432
1,225
Non-cash investing and financing activity:
Dividends payable
$
44 $
37 $
34
Property additions
14
47
13
F-36

[THIS PAGE INTENTIONALLY LEFT BLANK]

Carol Meyrowitz
Executive Chairman of the Board,
The TJX Companies, Inc.
José B. Alvarez
Clinical Professor of Business
Administration, Tuck School of
Business at Dartmouth
Alan M. Bennett
Lead Director,
The TJX Companies, Inc.;
Former President and
Chief Executive Ofﬁcer,
H&R Block, Inc.
Rosemary T. Berkery
Former Chairman and CEO,
UBS Bank USA;
Former Vice Chairman,
UBS Wealth Management
Americas
David T. Ching
Former Senior Vice President
and Chief Information Ofﬁcer,
Safeway Inc.
C. Kim Goodwin
Private Investor
Ernie Herrman
Chief Executive Ofﬁcer 
and President,
The TJX Companies, Inc.
Charles F. Wagner, Jr.
Executive Vice President
and Chief Financial Ofﬁcer,
Vertex Pharmaceuticals, Inc.
Amy B. Lane
Former Managing Director
and Group Leader,
Global Retailing Investment
Banking Group,
Merrill Lynch & Co., Inc.
Jackwyn L. Nemerov
Former President and
Chief Operating Ofﬁcer,
Ralph Lauren Corporation
BOARD OF DIRECTORS
COMMITTEES OF THE
BOARD OF DIRECTORS
AUDIT & FINANCE
COMMITTEE
Amy B. Lane, Chair
Rosemary T. Berkery
David T. Ching
C. Kim Goodwin
Charles F. Wagner, Jr.
COMPENSATION
COMMITTEE
Rosemary T. Berkery, Chair
José B. Alvarez
Alan M. Bennett
C. Kim Goodwin
Jackwyn L. Nemerov
CORPORATE GOVERNANCE
COMMITTEE
Jackwyn L. Nemerov, Chair
José B. Alvarez
David T. Ching
Alan M. Bennett
EXECUTIVE COMMITTEE
Carol Meyrowitz, Chair
Alan M. Bennett
Amy B. Lane
Former Managing Director and
Head of Equities (Global) for
Asset Management Division of
Credit Suisse Group AG

Carol Meyrowitz
Executive Chairman of the Board
Ernie Herrman
Chief Executive Ofﬁcer and President
Peter Benjamin
Senior Executive Vice President,
Group President
Ken Canestrari
Senior Executive Vice President,
Group President
     
John Klinger
Senior Executive Vice President,
Chief Financial Ofﬁcer
Douglas Mizzi
Senior Executive Vice President,
Group President
EXECUTIVE OFFICERS             BUSINESS LEADERSHIP
Marmaxx
TJ Maxx and Marshalls
Nancy Carpenter
President
HomeGoods
HomeGoods and Homesense
John Ricciuti
Senior Executive Vice President,
Division President
TJX Canada
Winners, HomeSense, and Marshalls
Mark DeOliveira
President
TJX Europe
TK Maxx, Homesense, tkmaxx.com,
tkmaxx.de, and tkmaxx.at
Michael Munnelly
President
TJX Australia
TK Maxx
Heidi Ryder
President
TJX Digital, U.S.
Sierra, tjmaxx.com, and marshalls.com
Paul Bibbo
President

Transfer Agent and Registrar
COMMON STOCK
For shareholder inquiries, certiﬁcates for transfer,
and address changes:
COMPUTERSHARE
REGULAR MAIL:
P.O. Box 43006, Providence, RI 02940-3006
OVERNIGHT DELIVERY:
150 Royall Street, Suite 101, Canton, MA 02021
WEBSITE:
computershare.com/investor
CONTACT ONLINE AT:
www-us.computershare.com/investor/contact
CONTACT VIA PHONE AT:
1-866-606-8365
1-201-680-6578 (Outside the U.S.)
Trustee
U.S. Bank National Association
Public Notes: 1.15%, 1.60%, 2.25%, 3.875%, and
4.50% notes
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP
Form 10-K
Information concerning the Company’s operations
and ﬁnancial position is provided in the Company’s
10-K, which is included in this report and ﬁled with the
Securities and Exchange Commission. A copy of the
Form 10-K may also be obtained without charge at
TJX.com or by writing or calling:
The TJX Companies, Inc.
Global Communications
770 Cochituate Road
Framingham, MA 01701
508-390-2323
Investor Relations
Analysts and investors seeking information about the
Company should visit TJX.com or contact:
Debra McConnell, SVP, Global Communications
Jeff Botte, VP, Investor Relations
508-390-2323
Executive Ofﬁces
Framingham, MA 01701
Public Information and SEC Filings
Visit our corporate website: TJX.com
For the store nearest you,
visit us online at:
UNITED STATES
TJ Maxx: tjmaxx.com
Marshalls: marshalls.com
HomeGoods: homegoods.com
Sierra: sierra.com
Homesense: homesense.com
CANADA
Winners: winners.ca
HomeSense: homesense.ca
Marshalls: marshalls.ca
EUROPE
TK Maxx (U.K.): tkmaxx.com
TK Maxx (Ireland): tkmaxx.ie
TK Maxx (Germany): tkmaxx.de
TK Maxx (Poland): tkmaxx.pl
TK Maxx (Austria): tkmaxx.at
TK Maxx (Netherlands): tkmaxx.nl
Homesense (U.K.): homesense.com
Homesense (Ireland): homesense.ie
AUSTRALIA
TK Maxx: tkmaxx.com.au
To shop us online, visit:
tjmaxx.com 
tkmaxx.com
marshalls.com 
tkmaxx.de
sierra.com 
tkmaxx.at
SHAREHOLDER INFORMATION

CANADA
Winners is the leading off-price family apparel and home fashions
retailer in Canada. Select stores offer ﬁne jewelry and some feature
The Runway, a high-end designer department. As of 2024’s year end,
Winners operated 307 stores.
HomeSense is the leading off-price home fashions retailer in Canada,
offering an array of home décor, furniture, and seasonal home
merchandise. As of 2024’s year end, HomeSense operated 160 stores.
Marshalls, in Canada, offers off-price values on family apparel, footwear
and home fashions. Marshalls has an expanded dress department and
The CUBE, an exciting juniors’ department. As of 2024’s year end,
Marshalls operated 109 stores in Canada.
EUROPE
TK Maxx is the largest off-price family apparel and home fashions retailer
in Europe. In some stores, TK Maxx offers the Mod Box, a department
speciﬁcally for younger customers, and Gold Label, which features high-
end designer labels. As of 2024’s year end, TK Maxx operated 655 stores
across the U.K., Ireland, Germany, Poland, Austria, and the Netherlands.
It also operates tkmaxx.com in the U.K., tkmaxx.de in Germany, and
tkmaxx.at in Austria.
AUSTRALIA
TK Maxx is an off-price retailer in Australia, offering family apparel,
including footwear, accessories, and home fashions. As of 2024’s year
end, TK Maxx operated 84 stores in Australia.
UNITED STATES
TJ Maxx, together with Marshalls forms Marmaxx, the largest off-
price retailer of apparel and home fashions in the U.S. TJ Maxx
offers family apparel, home fashions, and an expanded assortment
of jewelry and accessories, including beauty, as well as The Runway,
a high-end designer department, in some stores. As of 2024’s year
end, TJ Maxx operated 1,333 stores and tjmaxx.com.
Marshalls, together with TJ Maxx, forms Marmaxx. Marshalls
offers family apparel, including a full line of footwear and a broader
men’s offering, home fashions, as well as accessories, including
beauty and jewelry. As of 2024’s year end, Marshalls operated
1,230 stores and marshalls.com.
HomeGoods is the leading off-price retailer of home fashions
in the U.S. 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. As of 2024’s year end, HomeGoods
operated 943 stores.
Sierra is a leading off-price retailer of brand name active and outdoor
apparel, footwear, and gear (including sporting goods, snow and
water sport, camping, ﬁshing) for the whole family, as well as home
fashions and pet. As of 2024’s year end, Sierra operated 117 stores
and sierra.com.
                                         
 
 
The TJX Companies, Inc., the leading off-price apparel and home fashions retailer in the U.S. and worldwide, ranked 80th among Fortune 500
companies in 2024. TJX operates four segments: Marmaxx, HomeGoods, TJX Canada, and TJX International, including Europe and Australia.
With over 5,000 stores, six e-commerce sites, and approximately 364,000 Associates at 2024’s year end, we are a global, off-price, value retailer,
and our mission is to deliver great value to our customers every day. We do this by offering 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. With our value proposition, we reach a broad range of fashion and value-conscious
consumers across many income levels and demographic groups. Our value mission extends to our corporate responsibility efforts, which are
focused on supporting our Associates, giving back in the communities we serve, the environment, and operating responsibly.
Homesense complements HomeGoods, offering a
differentiated mix and expanded departments, such as
large furniture, ceiling lighting, rugs, and an entertaining
marketplace. As of 2024’s year end, Homesense
operated 72 stores.
Homesense, the leading off-price home fashions retailer in
the U.K. and Ireland, offers home fashions, including home
basics and home décor merchandise. As of 2024’s year
end, Homesense operated 75 stores.

The TJX Companies, Inc.
770 Cochituate Road
Framingham, MA 01701
508-390-1000
TJX.com
WE ARE ONE TJX