CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-K and our ~~2018~~2020 Annual Report to Shareholders contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including some of the statements in this Form 10-K under Item 1, “Business,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” and in our ~~2018~~2020 Annual Report to Shareholders under our letter to shareholders and our performance graphs. Forward-looking statements are inherently subject to risks, uncertainties and potentially inaccurate assumptions. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. We have generally identified such statements by using words indicative of the future such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “looking forward,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will” and “would” or any variations of these words or other words with similar meanings. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These “forward-looking statements” may relate to such matters as our future actions, future performance or results of current and anticipated sales, expenses, interest rates, foreign exchange rates and results and the outcome of contingencies such as legal proceedings.

We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. The risks set forth under Item 1A of this Form 10-K describe major risks to our business. A variety of factors including these risks could cause our actual results and other expectations to differ materially from the anticipated results or other expectations expressed, anticipated or implied in our forward-looking statements. Should known or unknown risks materialize, or should our underlying assumptions prove inaccurate, actual results could differ materially from past results and those anticipated, estimated or projected in the forward-looking statements. You should bear this in mind as you consider forward-looking statements.

Our forward-looking statements speak only as of the dates on which they are made, and we do not undertake any obligation to update any forward-looking statement, whether to reflect new information, future events or otherwise. You are advised, however, to consult any further disclosures we may make in our future reports to the Securities and Exchange Commission ~~(SEC)~~(“SEC”), on our website, or otherwise.

The TJX Companies, Inc.

TABLE OF CONTENTS


PART I
ITEM 1. Business			4
ITEM 1A. Risk Factors			10
ITEM 1B. Unresolved Staff Comments			20
ITEM 2. Properties			20
ITEM 3. Legal Proceedings			23
ITEM 4. Mine Safety Disclosures			23

PART II
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			24
ITEM 6. R eserved			24
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operation			25
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			41
ITEM 9B. Other Information			41

PART III
ITEM 10. Directors, Executive Officers and Corporate Governance			42
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			43
ITEM 16. Form 10-K Summary			47

SIGNATURES			48

PART I

ITEM 1. Business

BUSINESS OVERVIEW

The TJX Companies, Inc. (together with its subsidiaries, ~~"TJX"~~“TJX”, the ~~"Company"~~“Company”, ~~"we"~~“we”, or ~~"our"~~“our”) is the leading off-price apparel and home fashions retailer in the United States and worldwide. We have over ~~4,300~~4,500 stores and four distinctive branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day.

Our mission is to deliver great value to our customers every day. In our stores ~~are known for~~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.~~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.

During fiscal 2021, our business operations were impacted by the COVID-19 pandemic. In addition to the temporary closures and reopenings of our stores and other facilities, the pandemic has led to modifications of our operations, including the implementation of health and safety protocols, and has had an impact on our results of operations, financial position and liquidity, as well as consumer behavior. See Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations below for more information.

In this report, fiscal ~~2017~~2021 means the fiscal year ended January ~~28, 2017;~~30, 2021; fiscal ~~2018~~2020 means the fiscal year ended February ~~3, 2018;~~1, 2020 and fiscal 2019 means the fiscal year ~~ending~~ended February 2, ~~2019 and fiscal 2020~~2019. Fiscal 2022 means the fiscal year ending ~~February 1, 2020.~~January 29, 2022. Unless otherwise indicated, all store information in this Item 1 is as of ~~February 2, 2019,~~January 30, 2021, and references to store square footage are to gross square feet.

Our Businesses

We operate our business in four main segments: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX International.

MARMAXX

Our T.J. Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of ~~2,343~~2,402 stores. We founded T.J. Maxx in 1976 and acquired Marshalls in 1995. Both chains sell family apparel (including footwear and accessories), home fashions (including home basics, decorative accessories and giftware) and other merchandise. We primarily differentiate T.J. Maxx and Marshalls through different product assortment, including an expanded assortment of fine jewelry and accessories and a high-end designer section called The Runway at T.J. Maxx and a full line of footwear, a broader men’s offering and a juniors’ department called The Cube at Marshalls, as well as varying in-store initiatives. This differentiated shopping experience at T.J. Maxx and Marshalls encourages our customers to shop both chains. ~~Our~~Marmaxx currently operates two e-commerce ~~website,~~ websites, tjmaxx.com,~~, was~~ launched in ~~2013.~~2013 and marshalls.com launched in 2019.

HOMEGOODS

Our HomeGoods segment, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its ~~749~~821 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, kids and gourmet food departments. In 2017, we launched Homesense in the U.S. Our 1634 Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting and rugs, as well as different departments, such as a general store and an entertaining marketplace. During the fourth quarter of fiscal 2021, we announced our plan to make online shopping available on www.homegoods.com in late fiscal 2022.

TJX CANADA

Our TJX Canada segment operates the Winners, HomeSense and Marshalls chains in Canada. Acquired as a five-store chain in 1990, Winners is now the leading off-price apparel and home fashions retailer in Canada. The merchandise offering at its ~~271~~280 stores across Canada is comparable to T.J. Maxx, with select stores offering fine jewelry, and The Runway, a designer section. We opened our HomeSense chain in 2001, bringing the home fashions off-price concept to Canada. HomeSense has ~~125~~143 stores with a merchandise mix of home fashions similar to HomeGoods in the U.S. We brought Marshalls to Canada in ~~2011 and~~2011. We operate 88102 Marshalls stores in ~~Canada. As with~~Canada and, similar to Marshalls in the U.S., our Canadian ~~Marshalls~~ stores offer an expanded footwear department and The Cube juniors’ department, differentiating them from Winners stores.

TJX INTERNATIONAL

Our TJX International segment operates the T.K. Maxx and Homesense chains in Europe and the T.K. Maxx chain in Australia. Launched in 1994, T.K. Maxx introduced off-price retail to Europe and remains Europe’s only major brick-and-mortar off-price retailer of apparel and home fashions. With ~~567~~602 stores, T.K. Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands. Through its stores and its e-commerce website for the U.K., tkmaxx.com, T.K. Maxx offers a merchandise mix similar to T.J. 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 6878 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 T.K. Maxx name during 2017. The merchandise offering at T.K. Maxx in Australia's 4462 stores is comparable to T.J. Maxx.

In addition to our four main segments, we operate Sierra, acquired in 2012 and rebranded from Sierra Trading Post in 2018. Sierra is an off-price retailer of brand name and quality outdoor gear, family apparel ~~and footwear,~~(including footwear), sporting goods and home fashions. Sierra operates sierra.com and 3548 retail stores in the U.S. The results of Sierra are included in our Marmaxx segment.

Flexible Business Model

Our flexible off-price business model, including our opportunistic buying, inventory management, logistics and flexible store layouts, is designed to deliver 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 smarter” 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 ~~getting~~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 global buying organization, which numbers ~~approximately~~over 1,100 Associates and has offices across 4 continents in 12 countries, executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.

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, ~~order cancellations, manufacturer overruns,~~ closeouts from brands, manufacturers and other ~~retailers and~~retailers; special production direct from brands and ~~factories.~~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 it 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 in order to supplement the depth of, or fill gaps in, our expected merchandise assortment.

Manufacturers, retailers and other vendors make up our expansive universe of ~~more than~~approximately 21,000 vendors, 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 as we continue to grow. 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 typically pay ~~promptly;~~promptly according to our payment terms; we generally do not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or return privileges; and we have ~~financial strength and~~ 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 spur 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 and markdown decisions and store inventory replenishment determinations centrally, using information provided by specialized computer systems designed to move inventory through our stores in a timely and disciplined manner. We ~~continue to~~ 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. We do not generally 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. We focus aggressively on expenses throughout our business. Our advertising is generally focused on promoting our retail banners rather than individual products, including at times promoting multiple banners together, which contributes to our advertising budget (as a percentage of sales) remaining low compared to many traditional retailers. We design our stores to provide a pleasant, convenient shopping environment ~~but, relative to other retailers, do not spend~~without spending heavily on store fixtures. Additionally, our distribution network is designed to run cost effectively.

Customer Service/Shopping Experience

~~We continue~~Our general practice is to renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales. Although we offer a self-service format, 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 typically offer customer-friendly return policies. 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 19~~approximately 22 million square feet in six ~~countries.~~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 and warehouses ~~and~~as well as shipping centers operated by third parties.

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 four major segments for the two most recently completed fiscal years, as well as our ~~growth estimates for fiscal 2020 and our~~ estimates of the long-term store growth potential of these segments in their current geographies:


	Approximate Average Store Size (square feet)	Number of Stores at Year End		Estimated Store Potential
		Fiscal 2020	Fiscal 2021
Marmaxx:
T.J. Maxx	27,000	1,273	1,271
Marshalls	29,000	1,130	1,131
Total Marmaxx		2,403	2,402	3,000
HomeGoods:
HomeGoods	23,000	809	821
Homesense	27,000	32	34
Total HomeGoods		841	855	1,500
TJX Canada:
Winners	27,000	279	280
HomeSense	23,000	137	143
Marshalls	27,000	97	102
Total TJX Canada		513	525	650
TJX International:
T.K. Maxx (Europe)	28,000	594	602
Homesense (Europe)	19,000	78	78
T.K. Maxx (Australia)	21,000	54	62
Total TJX International		726	742	1,125	(a)
TJX Total(b)		4,529	4,572	6,275

Approximate
Average Store
Size (square feet)
Number of Stores at Year End
Estimated Store
Growth
Potential

Fiscal 2018
Fiscal 2019

Fiscal 2020
(estimated)

Marmaxx
T.J. Maxx 28,000 1,223
1,252

Marshalls 29,000 1,062
1,091

2,285
2,343
2,403
3,000

HomeGoods
HomeGoods 23,000 667
749

Homesense 27,000 4
16

671
765
845
⁽¹⁾
1,400
⁽¹⁾
TJX Canada
Winners 28,000 264
271

HomeSense 23,000 117
125

Marshalls 27,000 73
88

454
484
514
600

TJX International
T.K. Maxx (Europe) 29,000 540
567

Homesense (Europe) 20,000 55
68

T.K. Maxx (Australia) 22,000 38
44

633
679
729
1,100
⁽²⁾
TJX Total ⁽³⁾
4,070
4,306
4,536
⁽¹⁾
6,100
⁽¹⁾
(a)Reflects store growth potential for T.K. Maxx in current geographies and for Homesense in the United Kingdom and Ireland.


~~(1)~~	~~HomeGoods and TJX total includes 31 Homesense stores in the U.S. estimated for fiscal 2020 and store growth potential includes 400 Homesense stores.~~


~~(2)~~	~~Reflects store growth potential for T.K. Maxx in current geographies and for Homesense in the United Kingdom and Ireland.~~


~~(3)~~	~~Includes 27 Sierra stores in fiscal 2018, 35 Sierra stores for fiscal 2019, and 45 Sierra stores estimated for fiscal 2020. Sierra stores are not included in estimated store growth potential.~~

(b)Includes 46 Sierra stores in fiscal 2020, and 48 Sierra stores for fiscal 2021. Sierra stores are not included in estimated store potential.

Some of our home fashion stores are co-located with one of our apparel stores in a ~~combo~~“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 the basis of numerous factors including brand, fashion, price, quality, selection and freshness; in-store and online ~~service~~shopping experience and ~~shopping experience;~~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, through catalogs, or other media channels.

~~Employees~~

Human Capital

As of ~~February 2, 2019,~~January 30, 2021, we had approximately ~~270,000~~ 320,000 employees (who we refer to as Associates), many of whom work less than 40 hours per week. ~~In addition, we~~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.~~seasons, and offer many entry-level retail positions. 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 ~~full-time, part-time, temporary, and seasonal~~large, global workforce supports the execution of our flexible off-price business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of ~~store inventory~~merchandise in over ~~4,300~~4,500 retail stores in nine ~~countries.~~countries and across four distinctive branded e-commerce sites. We believe our Associates are key to our business success.

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

In response to the COVID-19 pandemic, we developed and implemented new practices that prioritized the health and safety of our Associates and customers, and reopened stores only when practices were in place, including social distancing protocols, access to personal protective equipment, occupancy limits and enhanced cleaning regimens. During fiscal 2021, we also continued to pay or provide benefits for eligible Associates during temporary closures, provided appreciation bonuses to the majority of our store and distribution center Associates, and enhanced our mental health resources and other wellness offerings.

Workplace and Culture

We work to foster a strong, supportive culture where 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 personal integrity, relationship-building and collaboration, and respect for our business model, and to promote consistency in leadership development. Our policies and practices, including our open-door philosophy, encourage open and honest communication and engagement with the business.

Inclusion and Diversity

We strive to create an inclusive workplace, where Associates are inspired to work hard, challenge themselves, and be innovative in their thinking, and we believe the diversity of our Associates strengthens our business. We have expanded our education programs and resources, including training on unconscious biases, and we sponsor a variety of affinity resource groups to support Associate networking and development. During fiscal 2021 we accelerated our efforts on inclusion and diversity, including those related to racial justice, and have begun to deploy a global, four-phase strategy to drive these efforts.

Training and Career Development

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 stability and 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 based on their skills, qualifications, role, and abilities. Our approach to compensation across the organization reflects our global total rewards principles, which include encouraging teamwork and collaboration, being fair and equitable, and sharing in the success of the Company.

Trademarks

We have the right to use our principal trademarks and service marks, which are T.J. Maxx, Marshalls, HomeGoods, Winners, Homesense/HomeSense, T.K. Maxx, Sierra and Sierra Trading Post, 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.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS ~~OF THE REGISTRANT~~

The following are the executive officers of TJX as of ~~April 3, 2019:~~

March 31, 2021:



Name	Age	Office and Business Experience
Kenneth Canestrari	5759	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.
Scott Goldenberg	6567	Senior Executive Vice President and Chief Financial Officer since April 2014; Executive Vice President and Chief Financial Officer from January 2012 to April 2014. Executive Vice President, Finance from June 2009 to January 2012. Senior Vice President, Corporate Controller from 2007 to 2009 and Senior Vice President, Director of Finance, Marmaxx, from 2000 to 2007. Various financial positions with TJX from 1983 to 1988 and 1997 to 2000.
Ernie Herrman	5860	Chief Executive Officer since January 2016. Director since October 2015. President since January 2011. Senior Executive Vice President, Group President from August 2008 to January 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.
Carol Meyrowitz	6567	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 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 January 2005. 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	5961	Senior Executive Vice President, Group President since February 2018. President, TJX Canada from October 2011 to February 2018. Managing Director T.K. Maxx, UK from April 2010 to October 2011. Executive Vice President, Chief Operating Officer, WMI from February 2006 to April 2010. Senior Vice President, Director of Store Operations, WMI from 2004 to 2006. Various store operations positions with TJX from 1988 to 2004.
Richard Sherr	6264	Senior Executive Vice President, Group President since January 2012. President, HomeGoods from 2010 to 2012. Chief Operating Officer, Marmaxx from 2007 until 2010. Various merchandising positions at TJX from 1992 to 2007.

The executive officers hold office until the next annual meeting of the Board in June ~~2019~~2021 and until their successors are elected and qualified.

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 of the other information set forth in this annual report on Form 10-K. The risks that follow 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.

OPERATIONAL AND STRATEGIC RISKS

Our business has been and may continue to be materially and adversely affected by the impact of the ongoing COVID-19 pandemic.

After COVID-19 emerged and spread worldwide, the World Health Organization declared COVID-19 a pandemic in March 2020. National, state and local governments as well as private entities began issuing various restrictions, including travel restrictions, restrictions on public gatherings, limitations on business operations, stay at home orders and advisories, and quarantining protocols. The temporary closures of our stores, online businesses, and distribution centers, and additional operating expenses and other impacts from the ongoing pandemic, have had and may continue to have an adverse impact on our business operations, financial position, and liquidity. For example, during the time our facilities were closed in the first half of fiscal 2021 and our day-to-day retail operations were suspended, we were unable to generate sales. At the same time, we continued to incur expenses, including labor, occupancy and other costs, such as continued pay for certain Associates during closures, continued employee benefits coverage for eligible Associates during temporary furloughs at no cost to impacted Associates in the U.S. and Canada and comparable actions with respect to portions of our TJX Europe workforce. As our stores and facilities reopened, we implemented new practices and protocols, including enhanced cleaning protocols, occupancy limitations, and additional health and safety protocols that resulted in additional payroll and continued or increased expenses while potentially impacting sales opportunities. Many stores have had additional temporary closures since we began reopening in May 2020, with the vast majority of the closures in Europe and Canada, and some stores and facilities are currently closed and/or may be closed again in the future, further adversely impacting sales opportunities. Some of these pandemic-related expenses and/or operational limits have continued into the beginning of fiscal 2022 and we expect they may continue to some extent in the future. In addition, the pandemic may have changed our Associates’ willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of health concerns, economic pressures or otherwise.

Further, changes in our customers’ willingness to shop our stores, the levels of our customers’ spending at our stores, and the more general impact of the ongoing pandemic on the economy and consumer discretionary spending (for example, as a result of erosion in consumer sentiment or the impact of high unemployment or otherwise) have also impacted and may continue to impact our business operations, financial performance, and liquidity. We have seen reduced customer traffic and sales declines in most of our divisions. These declines could continue or accelerate for the remainder of the pandemic and beyond. In addition, market conditions and the impact of the pandemic on the global economy have impacted and may continue to impact the financial viability or business operations of some of our suppliers and transportation or logistics providers, which has interrupted and increased costs for, and may in the future interrupt and further increase costs for, our supply chain and could require additional changes to our operations.

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

Failure to execute our opportunistic buying strategy and successfully manage our inventory ~~management~~ could adversely affect our results.

~~Opportunistic~~Key elements of our off-price business strategy, including opportunistic buying, operating with lean inventory levels, and frequent inventory turns, ~~are key elements of our off-price business strategy but~~ subject us to risks related to the pricing, quantity, mix, nature, and timing of inventory flowing to our stores. Our merchants are in the marketplace frequently, as much of our merchandise is purchased for the current or immediately upcoming season, and our focus on buying opportunistically places considerable discretion with them. Our business model expects our merchants to effectively react to frequently changing opportunities and trends in the market, assess the desirability and value of merchandise and generally make determinations of how and what we source as well as when we source it.risks. If we do not obtain the right merchandise at the right times, in the right quantities, at the right prices, and in the right mix, our customer traffic ~~as well as~~and our sales, margins, and ~~margins,~~other financial results could be adversely affected.

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 effectively react to rapidly changing opportunities and trends in the market, to assess the desirability and value of merchandise, and to generally make determinations of how and what we source as well as when and from where we source it. If they do not make assessments accurately or otherwise cannot execute our strategy in an effective or timely way, our customer traffic and our sales, margins, and other financial results could be adversely affected. If our merchandise is not generally purchased at prices sufficiently below prices paid by conventional retailers, we may not be able to maintain an adequate overall pricing differential to full-price retailers, including department, specialty, and major online retailers, at various times or in some reporting segments, banners, product categories, or geographies.

In addition, to respond to customer demand and effectively manage pricing and markdowns, we need to appropriately allocate and deliver merchandise to our stores, maintain an appropriate mix and level of inventory in each store, and be flexible in our allocation of floor space at our stores among product categories. We also base our inventory purchases, ~~of inventory,~~ in part, on our sales forecasts. If our sales forecasts do not match customer demand, we may experience higher inventory levels and need to take markdowns on excess or slow-moving inventory, or we may have insufficient inventory to meet customer demand, either of which could adversely affect our financial performance.

~~If we are unable~~The ongoing COVID-19 pandemic has impacted, and may continue to ~~generally purchase~~impact, execution of our opportunistic buying strategy and inventory at prices sufficiently below prices paid by conventional retailers, we may not be able to maintain a sufficient overall pricing differential to full-price retailers, including department, specialty, and major online retailers, and ourmanagement. Our ability to attract customers or sustain our margins may be adversely affected. We may not achieve this pricing differential at various times or in some reporting segments, chains or geographies, which could adversely affect our results.

~~To respond to customer demand~~allocate, deliver and ~~effectively manage pricing and markdowns, we need to appropriately allocate and deliver merchandise to our stores,~~ maintain an appropriate mix and level of inventory ~~in each store, and be flexible in our allocation~~was also impacted during fiscal 2021 by temporary closures of ~~floor space at~~ our stores, ~~among product categories. If we are not able to do so, our ability to attract~~distribution centers, and ~~retain customers~~e-commerce sites, including by affecting decisions on mark-downs, pack-away, and ~~our results could be adversely affected.~~

~~Failure to continue to expand our business and operations successfully or to manage our substantial size and scale effectively could adversely affect our financial results.~~

Our growth strategy includes successfully expanding within our current markets and into new geographic regions, product lines, and channels and, as appropriate, adding new businesses, whether by development, investment or acquisition. Managing growth effectively can be difficult. 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 and/or may be required to increase investments, slow our planned growth or close stores or operations. Various circumstances could adversely affect our expansion plans. For example, if we are not able to find and lease appropriate real estate on attractive termsperishables, particularly in the ~~locations where we seek to open~~second quarter when our stores ~~we may need to change our planned growth in those areas. Similarly, new stores may not achieve~~and distribution centers reopened after the ~~same sales or profit levels as our existing stores, whether in current or new markets; our financial performance in new markets may not be the same as in existing markets;~~first temporary closures, and ~~adding stores or banners to existing markets may otherwise adversely affect our sales~~by other operational and ~~profitability in those markets.~~

Further, our substantial size can make it challenging to manage our complex operations effectively and to maintain appropriate internal resources and third party providers to support our business effectively. These challenges increase as we grow our business, and may add pressure to management and to various functions across our business, including administration, systems, including information technology systems, merchandising, store operations, distribution, logistics, and compliance. Increasing our size and complexity may also put additional pressure on appropriately staffing and training Associates in these areas and/or managing appropriate third party providers that support these areas. The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe and Australia and the autonomy affordedmarket changes related to the banners in some aspects of the business also increases the risk that our systems, controls, practices and policies may not be implemented effectively or consistently throughout our Company and that information may not be appropriately shared across our operations. These risks may increase as we continue to grow, particularly if we expand into additional countries. If business information is not shared effectively, or if we are otherwise unable to manage our size or 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 business plans, sales and results.

~~Failure to identify consumer trends and preferences to meet customer demand 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 work 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 on a timely basis across our diverse merchandise categories and in each of the many markets in the U.S., Canada, Europe and Australia in which we do business. Trends and preferences in markets may differ from what we anticipate. Although our business model allows us greater flexibility than many traditional retailers to meet consumer preferences and trends (for example, by expanding and contracting merchandise categories in response to consumers’ changing tastes), we may not successfully do so, which could add difficulty in attracting new customers, retaining existing customers and encouraging frequent customer visits and could adversely affect our results.

Customers may also have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels (for example, through various digital platforms), which expectations may vary across demographics and may evolve rapidly. Meeting these expectations effectively involves identifying the right opportunities and making the right investments at the right time and with the right speed, among other things, and failure to do so may impact our financial results.global pandemic.

If we fail to successfully implement our various marketing efforts or if our competitors’ programs are more effective than ours, our revenue or results of operations may be adversely affected.

Customer traffic and demand for our merchandise may be influenced by our marketing efforts. Although we use marketing to drive customer traffic through various media including television, radio, print, outdoor, digital/social media, email, mobile, and direct mail, some of our competitors may expend more for their programs than we do, or use different approaches than we do, which may provide them with a competitive advantage. Further, we may not effectively develop or implement strategies with respect to rapidly evolving digital communication channels. ~~Our programs may~~If our marketing efforts are not beas successful or ~~remain~~cost effective ~~or could require increased expenditures, which could have a significant adverse effect on~~as anticipated, our revenue and results of ~~operations.~~operations could be adversely affected.

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 work 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 on a timely basis across our diverse merchandise categories and in each of the many markets in the U.S., Canada, Europe, and Australia in which we do business. Trends and preferences in markets may differ from what we anticipate, and could change rapidly, as they did during fiscal 2021 in connection with the ongoing COVID-19 pandemic. Although our business model allows us greater flexibility than many traditional retailers to meet consumer product preferences and trends (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 traffic and sales and add difficulty in attracting new customers, retaining existing customers, and encouraging frequent customer visits, which could adversely affect our results.

Customers may also have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels (for example, through various digital platforms). These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors, such as the COVID-19 pandemic’s impact on consumers’ comfort levels in visiting stores as well as their expectations for our stores, including health and safety protocols. Meeting these expectations effectively generally involves identifying the right opportunities and making the right investments at the right time and with the right speed, among other things, and failure to do so may impact our financial results.

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) – 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 sell, including retailers that operate through stores, e-commerce, ~~catalogues~~ and/or other media or channels. Some of our competitors are larger than we are or have more experience in selling certain product lines or through certain channels than we do. New competitors frequently enter the market. ~~Existing~~Additionally, existing competitors may enter or increase their presence in markets in which we operate, ~~and may~~consolidate with other retailers, expand their merchandise offerings, expand their e-commerce capabilities, and/or add new sales channels or change their pricing ~~strategies, all of which affect~~strategies. During fiscal 2021, additional regulations or health and safety concerns related to the ~~competitive landscape.~~ongoing pandemic impacted our competitors differently, based on factors such as location, sales channel strategy, merchandising strategy and others. Consumer spending online, which has ~~increased and~~been increasing, also appears to have accelerated as a result of the COVID-19 pandemic. E-commerce may continue to increase, while our business is primarily in ~~stores. We compete on the basis of various factors affecting value, meaning the combination of brand, fashion, price,~~brick and ~~quality as well as merchandise selection and freshness; banner name recognition and appeal; both in-store and online service and shopping experience; convenience and store location.~~mortar stores. If we fail to compete effectively, our sales and results of operations could be adversely affected.

Failure to ~~employ quality Associates in appropriate numbers and~~continue to ~~retain key Associates and management~~expand our business successfully could adversely affect our ~~performance.~~financial results

Our growth strategy includes successfully expanding within our current markets and/or into new geographic regions, product lines, and channels, including e-commerce, 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 ~~depends~~expectations generally or within certain markets or divisions, and/or may be required to increase investments, slow our planned growth, or close stores or operations. For example, if we are not able to find and lease appropriate real estate on ~~recruiting, hiring, developing, training~~attractive terms in the locations where we seek to open brick and ~~retaining talented Associates in key areas such~~mortar stores, or if new stores do not perform as ~~buying and management. We also~~well as we anticipated, we may need to ~~hire capable, engaged Associates~~change our planned growth in ~~large numbers for~~those markets.

Growth can add complexity to effective information sharing and requires significant attention from our ~~stores~~management and ~~distribution centers~~other functions across our business. It also requires appropriately staffing and for other areas of our business, including information technology functions. We must constantly recruit new Associates to fill entry level and part-time positions with historically high rates of turnover and at times find seasonal talent in sufficient numbers. Availability and skilltraining an increased number of Associates and/or managing appropriate third-party providers. These risks may ~~differ across markets in which~~increase with further growth, particularly if we ~~do business and in new markets~~expand into additional countries. If we ~~enter, and we may be~~are unable to manage our ~~labor needs effectively. In addition, because~~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 business plans, sales and results.

Failure to effectively manage the large size and scale of our operations may adversely affect our financial results.

Our substantial size can make it challenging to run our complex operations effectively and to manage suitable internal resources and third party providers with appropriate oversight to support our business effectively, including for administration, systems (including information technology systems), merchandising, sourcing, store operations, distribution, logistics, and compliance. The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe, and Australia, and the autonomy afforded to the banners in some aspects of the ~~distinctive nature~~business also increase the risk that our systems, controls, practices, and policies may not be implemented effectively or consistently throughout our Company, that information may not be appropriately shared across our operations, and that our marketing and communications strategies may lack cohesion. The size and scale of our ~~off-price model, we must provide significant internal training and development for key Associates across the Company, including within our buying organization. Similar to other retailers, we face~~business also creates challenges in ~~securing~~effectively managing, training, retaining, and ~~retaining sufficient talent~~engaging a large, disparate workforce. These challenges may be exacerbated if a large portion of our workforce is unable to work on site, temporarily furloughed or working remotely, as was the case during parts of fiscal 2021. 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 ~~management~~our stores are sourced by our vendors and, to a lesser extent, by us, in locations, particularly China, India, and southeastern Asia, which are outside of the country where 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;

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

–transport availability, capacity and costs;

–information technology challenges;

–problems in third-party distribution and warehousing, logistics, transportation and other ~~key areas for many reasons,~~supply chain interruptions;

–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;

–compliance with laws and regulations including ~~competition for talent~~changing labor, environmental, international trade and other laws in relevant countries and those concerning ethical business practices, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act;

–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;

–intellectual property enforcement and infringement issues;

–pandemics and epidemics (including the ongoing COVID-19 pandemic) affecting sourcing, including manufacturing, buying or delivery;

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

–concerns about transparent sourcing and supply chains;

–currency exchange rates and financial or economic instability; and

–political or other disruptions in ~~various geographic markets. If~~countries from, to or through which merchandise is imported.

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, there can be no assurance that our Associates and our contractors, agents, vendors or other third parties with whom we do business or to whom we outsource business operations will not ~~effectively attract qualified individuals, train them in~~violate such laws and regulations or our ~~business model, support their development~~policies, which could subject us to liability and ~~retain them in sufficient numbers~~could adversely affect our reputation, operations or operating results.

Our results and ~~at appropriate levels of the organization, our growth could be limited and our performance~~profitability could be adversely ~~affected.~~

~~Labor~~affected by labor costs, including wage, pension and healthcare costs, ~~and~~or other challenges from our large ~~workforce may~~workforce.

Our Associates are key to supporting our business and operations effectively, and increased labor costs put pressure on our operating expenses, which could adversely affect our ~~results and profitability.~~

financial results. We have a large workforce, and our ability to meet our labor needs and control labor costs is subject to various external factors such as minimum wage laws and benefits requirements; market pressures, including prevailing wage rates and benefit levels and unemployment levels; changing demographics; economic conditions; 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 our labor costs.

Increased labor costs may adversely affect our results of operations. In addition, when wage rates or benefit levels ~~increase~~have increased in ~~a market,~~particular markets, increasing our wages or benefits has negatively impacted and may continue to negatively impact our ~~earnings (as they did during the past several fiscal years).~~earnings. Conversely, failing to offer competitive wages or benefits could adversely affect our ability to attract or retain sufficient or quality Associates, causing our customer service or performance to ~~suffer, which could impact our results.~~suffer.

~~Many~~Additionally, many Associates in our distribution centers are members of ~~unions, and therefore we~~unions. We are subject to the risk of labor actions of various kinds, including work stoppages, as well as risks and potential material expenses associated with multiemployer plans, including from pension plan underfunding, benefit cuts, increased contribution or funding requirements, changes in plan terms, withdrawal liability, increased premium costs, conditions imposed under any governmental assistance programs, or insolvency of other participating employers or governmental insurance programs. ~~Other~~Certain of our Associates in Europe are members of works councils, which may subject us to additional requirements, actions or expense.

Failure to employ quality Associates in appropriate numbers and to retain key Associates and management could adversely affect our performance.

We need to employ capable, engaged Associates in large numbers for our stores and distribution centers and, to a lesser extent, for other areas of our business, including information technology functions. We must constantly recruit new Associates to fill entry level and part-time positions with historically high rates of turnover and at times find seasonal talent in sufficient numbers. 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, due to the ongoing COVID-19 pandemic, we have faced and may continue to face additional challenges in recruiting sufficient talent due to health and safety concerns and disruption to the availability of school or childcare, among other factors, as well as the challenges in engaging, overseeing and training those Associates who would typically work from our offices, most of whom have been working remotely since March 2020.

Our performance also depends on recruiting, hiring, developing, training, and retaining talented Associates in key areas such as buying and management. 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 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 for key Associates across the Company, including within our buying organization, and must effectively manage succession planning. If we do not effectively attract qualified individuals, train them in our business model, support their development, engage them in our business, and retain them in sufficient numbers and at appropriate levels of the organization, our growth could be limited, and the successful execution of our business model could be adversely affected.

Compromises of our data security, 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 ~~service providers.~~other third parties. We rely heavily on information technology systems, including those ofoperated and maintained by our suppliers, ~~and~~ service providers, and other third parties to manage all key aspects of our business, including ~~planning, purchasing,~~planning; purchasing; sales, including point-of-sale processing and e-commerce; supply chain ~~management,~~management; inventory ~~management, point-of-sale processing, e-commerce,~~management; human ~~resources,~~resources; financial ~~management, communications, safeguarding~~management; communications; information security; and ~~compliance with~~ legal ~~obligations.~~and regulatory compliance. This reliance requires us to accurately anticipate our current and future information technology needs and successfully develop, implement, and ~~implement~~maintain appropriate systems, ~~that can provide the right support at the right time.~~as well as effective disaster recovery plans for such systems. Our ongoing operations and successful growth are dependent on ~~the~~ doing so, as well as the ongoing integrity, security and consistent operations of these systems, including related back-up systems.

As is common in the retail industry, our information technology systems, as well as those of our suppliers, ~~and~~ 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 sensitive information, attempts ~~to steal money,~~at monetary theft, and attempts to disrupt business. These attempts could include use of malware, ransomware, phishing, social engineering, denial-of-service attacks, exploitation of ~~software or product~~system vulnerabilities, employee malfeasance, digital and physical skimmers, ~~and shimmers,~~account takeovers, and other forms of cyber attacks. These attempts are becoming increasingly sophisticated, heightening the risk of compromise or disruption. Our ~~and our suppliers’ and service providers’~~ information technology 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 employee ~~inadvertence.~~error. Such damage, disruption or ~~interruption~~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 for 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 data security compromise. These factors have led to 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 unauthorized access of personal or sensitive information could result in regulatory enforcement actions, class actions, contract liability, or other forms of material legal liability. Any successful compromise or disruption of our information technology systems, or other compromise of the information of our customers, Associates or other persons that we collect, could result in material reputational harm and impact our customers’ willingness to shop in our stores or online and/or our suppliers’, service providers’ or other third parties’ willingness to do business with us.

We maintain policies, procedures, and controls designed to reduce the ~~risk~~risks of data security compromises and information technology failures or ~~disruptions.~~disruptions, but such controls cannot fully eliminate such risks and may fail to operate as intended or be circumvented. While we have implemented measures designed to further strengthen these policies, procedures and controls since the unauthorized intrusions into our network discovered late in 2006, we may suffer a similar or different cyber event in the future. These measures also require costly and ongoing investment in technologies, hiring, training, and compliance.

There is 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, efficiently testing and implementing changes, realizing the expected benefit of the change and managing the potential disruption of the actions and diversion of internal teams’ attention as the changes are implemented.

~~Economic conditions, on a global level or in particular markets, may adversely affect our financial performance.~~

Global financial markets can experience volatility, disruption and credit contraction, which could adversely affect global economic conditions. Turmoil in the financial, equity and credit markets or other changes in economic conditions could adversely affect sources of liquidity available to us or our costs of capital and 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. Our strategies for managing these financial risks and exposures may not be effective or sufficient. Economic conditions, both on a global level and in particular markets, including unemployment levels; availability of disposable income and actual and perceived wealth; energy and health care costs; costs of oil, gas and other commodities; interest and tax rates and policies; weakness in the housing market; volatility in capital markets; credit availability; inflation and deflation, as well as political or other factors beyond our control such as threats or possibilities of war, terrorism, global or national unrest; actual or threatened epidemics; geopolitical instability or uncertainty; and regulatory volatility or uncertainty, including in areas such as international trade (for example, the ongoing discussions and uncertainty related to Brexit, the U.K.’s decision to withdraw from the European Union) may also have significant effects on consumer confidence and spending that would, in turn, affect our business or the retail industry generally. These conditions and factors could adversely affect discretionary consumer spending or shift trends in consumer spending and, although we believe our flexible off-price model helps us react, they may adversely affect our sales, cash flows and results of operations and performance.

Damage to our corporate reputation or those of our retail banners could adversely affect our sales and operating results.

~~We believe that building the brand reputation of our company and our retail banners is important to our continuing success. In the many different markets in which we do business, we work to build~~Our relationships with our customers ~~through our various marketing campaigns and other activities. These relationships~~ and our reputation are based, in part, on perceptions of subjective qualities. Incidents involving us, our retail banners, our executives or other Associates, our policies and practices, our third party providers, our vendors, the merchandise and brands (including our licensed or owned brands) that we carry or our industry more generally that erode trust or confidence could adversely affect our reputation and our business, particularly if the incidents result in rapid or significant adverse publicity, litigation or governmental inquiry. Information about us, our retail banners, our executives and other Associates, our board of directors, our policies and practices, our third party providers, our vendors and others within our supply chain, the merchandise and brands, ~~we sell,~~ including our licensed or owned brands, that we sell, our partners and our industry more generally that erode trust or confidence could adversely affect our reputation and thereby impact our business, particularly if the incidents result in rapid or significant adverse publicity, protest, litigation, or governmental inquiry. Information on such incidents that is publicized through traditional or digital media platforms, including social media, websites, blogs, ~~websites~~ 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. The reputation of our company and our retail banners may be damaged in a market or markets in which we do business by adverse events at the corporate level or at our retail banners, or by a director or an executive or other Associate acting outside of company policies and practices. Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to crises, including the COVID-19 pandemic, or on issues like ~~social policies,~~corporate responsibility, responsible sourcing, environmental sustainability, inclusion and diversity (including racial justice and equity), human rights, politics and lobbying, privacy, merchandising, product safety, compensation and benefits, labor compliance, ~~related to social, product, labor and environmental standards~~workforce reductions or other employment actions, or other sensitive topics, and any perceived lack of transparency about such matters, could harm our reputation, particularly as expectations of ~~companies~~corporate action and of companies’ corporate responsibility obligations have changed and may continue to change.

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 result in declines in customer loyalty and sales; affect our vendor relationships and/or business development ~~opportunities and~~opportunities; limit our ability to attract and retain quality Associates; divert the attention and resources ~~from~~of management, including to respond to inquiries or additional regulatory scrutiny; and otherwise adversely affect our results.

We depend upon strong cash flows from our operations to supply capital to fund our operations, growth, stock repurchases and dividends and interest and debt repayment.

~~Quality, safety or other issues with merchandise we sell could damage~~Our business depends upon our ~~reputation, sales~~operations to continue to generate strong cash flow to supply capital to support our general operating activities, to fund our growth and ~~financial results.~~

~~Various governmental authorities in the jurisdictions where we do business regulate the quality~~our return of cash to stockholders through our stock repurchase programs and ~~safety of the merchandise we sell~~dividends, and to ~~consumers. Regulations~~pay our interest and standards in this area, including federal regulations related to the U.S. Consumer Product Safety Improvement Act of 2008 and the U.S. Food Safety Modernization Act, state regulations like California’s Proposition 65, and similar legislation in other countries in which we operate, impose restrictions and requirements on the merchandise we sell in our stores and through e-commerce. These regulations change from time to time and new federal, state, provincial or local regulations in the U.S. and other countries that may affect our business are contemplated and enacted with some regularity.debt repayments. If we ~~or our merchandise vendors~~ are unable to ~~comply with regulatory requirements on a timely basis~~generate sufficient cash flows (due to the ongoing pandemic or ~~at all,~~otherwise) or to ~~adequately monitor new regulations~~repatriate cash from our international operations in a manner that ~~may apply to existing or new merchandise categories or in new geographies, we could incur significant fines or penalties or we could have to curtail some aspects of~~is cost effective, our sales or operations, which could have an adverse effect on our financial results. We rely on our vendors to provide quality merchandise that complies with applicable product safety laws, labeling requirements and other applicable laws, but they may not comply with their obligations to do so. Although our arrangements with our vendors frequently provide for indemnification for product liabilities, the vendors may fail to honor those obligations to an extent we consider sufficient or at all. Concerns or issues with the quality and safety of merchandise raised publicly, particularly with products subject to increased levels of regulation, or the genuineness of merchandise, regardless of whether verified or our fault, could cause damage to our reputation and could result in lost sales; uninsured claims or losses; merchandise recalls and increased costs; and regulatory, civil or criminal fines or penalties, any of which could have an adverse effect on our financial results.

~~Failure to comply with laws, rules, regulations and orders and applicable accounting principles and interpretations could negatively affect our business operations~~growth plans, capital expenditures, operating expenses, and financial ~~performance.~~

~~We are subject to federal, state, provincial, regional~~performance, including our earnings per share, could be adversely affected. Changes in the capital and ~~local laws, rules~~credit markets, including market disruptions, limited liquidity, and regulations as well as government orders in various countries in which we operate. These legal, regulatory and administrative requirements collectively affect multiple aspects of our business, includinginterest rate fluctuations may increase the cost of ~~providing health care~~financing or 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 ~~retirement benefits, workforce management, logistics, marketing, import/export, sourcing~~maintaining strong credit ratings. We borrow on occasion to finance our activities and ~~manufacturing, tax, data protection~~if financing were not available to us in adequate amounts and ~~others. If we, or third parties that perform services~~ on ~~our behalf, fail to comply with applicable laws, rules, regulations and orders, we may be subject to judgments, fines or other costs or penalties, which~~appropriate terms when needed, it could also adversely affect our ~~operations and our~~ financial ~~results and condition.~~

Complying with applicable laws, rules, regulations, orders and our own internal policies may also require us to spend additional time and resources to implement new procedures and financial and other controls, 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 or countries, any of which could adversely impact our results.

We must also comply with new and changing laws, rules and regulations, evolving interpretations of existing laws by judicial and regulatory authorities, and reforms in jurisdictions where we do business. These changes could increase our costs of compliance or of doing business and could adversely affect our operating results, including such changes involving:


–	~~labor and employment practices and benefits, including for labor unions and works councils;~~


–	~~climate change, energy and waste;~~


–	~~supply chain, trade restrictions and logistics, including resulting from changes to requirements or policies from the outcome of Brexit discussions;~~


–	~~health and welfare regulations;~~


–	~~consumer protection and product safety;~~


–	~~financial regulations;~~


–	~~data protection and privacy, such as to comply with, or fines and penalties related to, the General Data Protection Regulation in Europe;~~


–	~~Internet regulations, including e-commerce, electronic communications and privacy; and~~


–	~~protection of intellectual property rights.~~

Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations may require us to invest in compliance efforts or otherwise expend resources before changes are certain. For example, the ongoing uncertainty around Brexit, including relating to timing and the range of possible outcomes, has required us to consider and in some cases implement strategies for mitigating potential disruptions to our supply chain.performance.

Further ~~applicable accounting principles and interpretations may change from time to time, and the changes could have material effects on our future or previously reported financial results.~~

~~Our results may be adversely affected by serious disruptions or catastrophic events, as well as adverse or unseasonable weather.~~

Natural or other disasters, such as hurricanes, tornadoes, floods, earthquakes and other extreme weather; climate conditions; unforeseen public health issues, such as pandemics and epidemics; or fires, explosions and acts of war or terrorism could disrupt our operations in a number of ways, including severely damaging or destroying one or moreexpansion of our stores, distribution facilities or data centers, or could disrupt the operations 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 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 be required to 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 (as we did in areas of the U.S., including Puerto Rico, after severe hurricanes during fiscal 2018).

Adverse weather can similarly affect our operations in impacted areas. Adverse or unseasonable weather, such as storms, severe cold or heat or unseasonable temperatures (even if not extreme) may also affect customers’ buying patterns and willingness to shop certain categories we offer or at all, and accordingly, can adversely affect the demand for the merchandise in our stores, particularly in apparel and seasonal merchandise, possibly impacting our sales, customer satisfaction with our stores and increasing markdowns. As a result, our business could be adversely affected.

~~Our expanding~~ international operations could expose us to risks inherent in operating in new countries.

We have a significant retail presence in ~~Canada and in~~ countries in Europe and ~~have expanded our retail operations into~~in Canada and Australia. We also operate buying offices around the world. Our goal is to continue to expand our operations into other countries in the future. It can be costly and complex to identify appropriate store locations and establish, develop and maintain international operations and to promote business in new international jurisdictions, which may differ significantly from other countries in which we currently operate.

Just as with our current operations, there are risks inherent in opening and developing operations in new countries, such 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 the 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. There are also financial, regulatory and other risks 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; the risk of sudden policy or regulatory changes; 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.

~~We are subject to risks associated with sourcing merchandise from others, particularly where sourcing from other countries and moving merchandise internationally.~~

We are subject to various risks of sourcing merchandise from others, particularly other countries, including risks related to moving merchandise internationally. Many of the products sold in our stores are sourced by our vendors and, to a lesser extent, by us, in locations, particularly southeastern Asia, which are outside of the country where 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. These risk include:


–	~~potential disruptions in manufacturing and supply;~~


–	changes in duties, tariffs, trade restrictions, sanctions, quotas and voluntary export restrictions on imported merchandise, including, for example, tariffs and border adjustment taxes; changes to the North American Free Trade Agreement or successor or other trade agreements; or changes to trade requirements resulting from Brexit;


–	~~transport capacity and costs;~~


–	~~information technology challenges;~~


–	~~problems in third-party distribution and warehousing, logistics, transportation and other supply chain interruptions;~~


–	~~strikes, threats of strikes and other events affecting delivery;~~


–	~~consumer perceptions of the safety or quality of imported merchandise;~~


–	~~product and international trade compliance with laws and regulations of the destination country;~~


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


–	~~product liability claims from customers or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliant or alleged to be harmful;~~


–	~~intellectual property enforcement and infringement issues;~~


–	~~concerns about human rights, working conditions and other labor rights and conditions in countries where merchandise is produced;~~


–	~~concerns about transparent sourcing and supply chains;~~


–	~~currency exchange rates, financial or economic instability; and~~


–	~~political or other disruptions in countries from, to or through which merchandise is imported.~~

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, there can be no assurance that our Associates and our contractors, agents, vendors or other third parties with whom we do business or to whom we outsource business operations will not violate such laws and regulations or our policies, which could subject us to liability and could adversely affect our reputation, operations or operating results.

Our results may be adversely affected by reduced availability of, or increases in, the price of oil or other fuels, increased costs of other commodities, or other increases in utility, transportation or logistics costs.

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 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, as could other shortages or disruptions impacting transportation, such as those relating to trucking and freight hauling. For example, in recent years, increased freight cost related to labor and equipment shortages, as well as other factors, had an impact on our margins. Similarly, other commodity prices can fluctuate dramatically. Such increases can increase 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 United States 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. Because of this, 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, as in recent years, it can be difficult for us to adjust retail prices accordingly, and gross margin can be adversely affected. In addition, 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.

Additionally, we routinely enter into inventory-related derivative instruments (a hedging strategy) to mitigate the impact of currency exchange rates on merchandise margins of merchandise purchases by our segments denominated in currencies other than their local currencies. 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.

Although we implement foreign currency hedging and risk management strategies to reduce our exposure to fluctuations in earnings and cash flows associated with changes in currency exchange rates, 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.

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

Our operating results have fluctuated from quarter to quarter at points in the past, including varying significantly from past quarters during fiscal 2021, and ~~they~~ 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 did at times during fiscal 2021), 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. We maintain a forecasting process that seeks to plan sales and align expenses. 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, as we did during fiscal 2021, 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 stock repurchase programs, or if we reduce or suspend our dividend distributions, our earnings per share may be adversely affected.

If we engage in mergers or acquisitions or investments in new businesses, or divest, close or consolidate any of our current businesses, our business ~~will~~could be subject to additional risks.

We may acquire new businesses (as we ~~did~~have in the past with our Australia business ~~in fiscal 2016~~ and ~~Sierra in fiscal 2013)~~with Sierra), invest in other businesses (as we did with our minority investment interest in privately held Familia, a Russian off-price apparel and home fashions retailer, in fiscal 2020) or enter into joint ventures with other businesses, develop new businesses internally (as with Homesense, our additional U.S. home store concept launched in fiscal 2018), launch or expand e-commerce platforms (as we plan to do in fiscal 2022 with a HomeGoods e-commerce business), and divest, close or consolidate businesses. Failure to execute on mergers, acquisitions, investments, divestitures, closings and consolidations in a satisfactory manner could adversely affect our future results of operations and financial condition. Acquisition, investment or divestiture activities may divert attention of management from operating the existing businesses, and 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 of the integration of acquired businesses, 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. In addition, we recorded intangible assets and goodwill and the value of the tradenames in connection with our last acquisitions and may similarly do so in the future in connection with other acquisitions. If we are unable to realize the anticipated benefits from acquisitions, we may be required to impair some or all of the goodwill associated with an acquisition, which would adversely impact our results of operations and balance sheet, such as with ~~the~~an impairment ~~charge related to Sierra taken during fiscal 2018.~~charge. 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 ~~subsequent failure~~credit risk of an acquirer.

Our real estate leases generally obligate us for long periods, which subjects us to financial risks.

We lease virtually 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, which can adversely affect our results. 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 are typically required to continue to perform obligations under the applicable leases, which generally include, among other things, paying rent and operating expenses for the balance of the lease term, or paying to exercise rights to terminate, and the performance of any of these obligations may be significant. When we assign leases or sublease space to third parties, or if we sell or close a business, we can remain liable on the lease obligations if the assignee or sublessee does not perform (as was the case with some of our former operations). 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.

Failure to protect our inventory or other assets from loss and theft may impact 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. Our inability to effectively prevent and/or minimize the loss or theft of assets, or to effectively reduce the impact of those losses, could adversely affect our financial performance.

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, economic recession; unemployment levels; availability of disposable income and actual and perceived wealth; actual or perceived declines in consumer purchasing power; health care costs; costs of oil, gas, and other commodities; interest rates and tax rates and related policies; weakness in the housing market and housing costs; volatility in capital markets; credit availability; and inflation and deflation.

Similarly, in addition to the impact of regulatory or policy changes, regulatory volatility or uncertainty, including in areas such as international trade, including U.S. tariff policies; challenges presented by implementation following Brexit, as well as threats or occurrences of war, terrorism, pandemics or epidemics (such as the ongoing COVID-19 pandemic), geopolitical instability or uncertainty and political or social unrest and/or conflict (locally or across regions) may have significant effects on consumer confidence and spending that 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. Although we believe our flexible off-price model helps us react to such changes, they may adversely affect our sales, cash flows, merchandise orders, and results of operations and performance.

Instability in financial markets or other factors may adversely affect economic conditions, on a global level or in particular markets, impacting our sources of liquidity and costs of capital and increasing 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, 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. Our strategies for managing these financial risks and exposures may not be effective or sufficient or may expose us to risk.

Our results may be adversely affected by serious disruptions, catastrophic events or public health crises.

Natural or other disasters, such as hurricanes, tornadoes, floods, earthquakes and other extreme weather; climate conditions; unforeseen public health issues, such as pandemics and epidemics (such as the ongoing COVID-19 pandemic); fires or explosions; and acts of war, domestic or foreign terrorism, or violence, including riots or active shooter situations, could disrupt our operations in a number of ways, including by causing injury or serious harm to our Associates, including when traveling on business, or customers; severely damaging or destroying one or more of our stores, distribution facilities, data centers 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 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 (as with closures of our stores and other facilities beginning in March 2020).

As our business is subject to seasonal influences, a 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 decrease in sales or margins or any significant adverse event 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 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, as could other shortages or disruptions impacting transportation, such as those relating to trucking and freight hauling. For example, in recent years, increased freight cost related to labor, equipment and capacity shortages, as well as other factors, had an impact on our margins, and in fiscal 2021, the ongoing pandemic impacted operations of many third parties along our supply chain, impacting our inventory flow and financial performance. Similarly, 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.

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

Adverse or unseasonable weather, such as storms, severe cold or heat or unseasonable temperatures (even if not extreme) may affect customers’ buying patterns and willingness to shop at all or in certain categories we offer, particularly in apparel and seasonal merchandise, possibly impacting our sales and customer satisfaction with our stores and increasing our markdowns. As a result, our business could be adversely affected.

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. Because of this, 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.

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. 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 or interpretations, and reforms in jurisdictions where we do business. These requirements, current or changing, could adversely affect our operating results, including those involving:

–labor and employment practices and benefits, including for labor unions and works councils;

–health, welfare and safety requirements, such as those implemented in connection with the COVID-19 pandemic;

–import/export, supply chain, trade restrictions and logistics, including resulting from changes to requirements or policies from the outcome of Brexit;

–climate change, energy and waste;

–consumer protection and product safety;

–marketing;

–financial regulations and reporting;

–tax;

–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; 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 implement new procedures and other controls, 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, any of which could adversely impact our results. Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations may require us to invest in compliance efforts or otherwise expend resources before changes are certain.

In addition, if we, or third parties that perform services on our behalf, fail to comply with applicable laws, rules, regulations, standards, interpretations and orders, we may be subject to judgments, fines or other costs or penalties, which could adversely affect our operations and our financial results and condition.

Our results may be materially adversely affected by the outcomes of litigation, legal proceedings and other legal or regulatory matters.

We are involved, or may in the future become involved, in legal proceedings, regulatory reviews, audits and other legal matters. These may involve inquiries, investigations, lawsuits and other proceedings by local, provincial, state and ~~federal~~national governmental entities (in the ~~United States~~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 and retaliation); ~~whistle blower~~whistleblower claims; harassment claims; tax; securities; disclosure; real estate; environmental matters; hazardous materials and hazardous waste; tort; business practices; consumer protection; privacy/data security; 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 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 regulations related to the U.S. Consumer Product Safety Improvement Act of 2008 and the U.S. Food Safety Modernization Act, state regulations like California’s Proposition 65, and similar legislation in other countries in which we operate, impose restrictions and requirements on the merchandise we buy and sell. These regulations 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, as well as our vendor code of conduct that requires our merchandise vendors to ensure the products they sell to us comply with all applicable laws and regulations. However, our vendors may not comply with such obligations. If we or our merchandise vendors are unable 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, we could incur significant fines or penalties or we could have to curtail some aspects of our sales or operations, which could have an adverse effect on our financial results. 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. 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, which continue to evolve, related to the products we sell could subject us 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, regardless of whether unverified or not our fault, 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 ~~United States~~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 and examinations, 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. The U.S. Tax ~~Cut~~Cuts and Jobs Act of 2017 (the “2017 Tax Act”) significantly revised the previous federal income tax code. ~~It is expected that additional~~Additional interpretive guidance has been and will continue to be issued with respect to the 2017 Tax Act, and such guidance may be different from our interpretation and thus adversely affect our results. In addition, it is uncertain if and to what extent various states will conform to the ~~newly enacted federal tax law,~~2017 Tax Act, which could also impact our tax obligations. Significant judgment is required in evaluating and estimating our worldwide provision and accruals for taxes, and actual results may differ from our estimations.

In addition, we are subject to the continuous examination of our tax returns and reports by ~~federal,~~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, ~~the~~ developments in and actual results of proceedings, rulings or ~~the result of rulings~~settlements by or ~~settlements~~ with tax authorities ~~and~~or courts or(including due to changes in facts, law or legal interpretations, expiration of applicable statutes of limitations or other resolutions of tax ~~positions~~positions) could result in amounts that differ from ~~the amounts~~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.~~

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 decrease in sales or margins or any significant adverse event during this period including those described in the factors in this section, could have a disproportionately adverse effect on our results of operations.

~~Our real estate leases generally obligate us for long periods, which subjects us to financial risks.~~

We lease virtually 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, which can adversely affect our results. 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 a particular lease if or when we would like to do so. If we decide to close stores, we are generally required to continue to perform obligations under the applicable leases, which generally include, among other things, paying rent and operating expenses for the balance of the lease term, or paying to exercise rights to terminate, and the performance of any of these obligations may be expensive. When we assign leases or sublease space to third parties, or if we sell a business, we can remain liable on the lease obligations if the assignee or sublessee does not perform (as was the case with some of our former operations). 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,businesses, which could ~~cause us to close stores or to relocate stores within a market on less favorable terms or in a less favorable location.~~

~~Failure to protect our inventory or other assets from loss and theft may~~adversely impact 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 third parties. Our inability to effectively combat and/or minimize the loss or theft of assets, or to effectively reduce the impact of those losses, could adversely affect our financial performance.

~~We depend upon strong cash flows from our operations to supply capital to fund our operations, growth, stock repurchases and dividends and interest and debt repayment.~~

Our business depends upon our operations to continue to generate strong cash flow to supply capital to support our general operating activities, to fund our growth and our return of cash to stockholders through our stock repurchase programs and dividends, and to pay our interest and debt repayments. Our inability to continue to generate sufficient cash flows to support these activities or to repatriate cash from our international operations in a manner that is cost effective could adversely affect our growth plans and financial performance including our earnings per share. We borrow on occasion to finance our activities and if financing were not available to us in adequate amounts and on appropriate terms when needed, it could also adversely affect our financial performance.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

We lease virtually all of our store ~~locations. Leases~~locations, as well as some of our distribution 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~~five-year periods. ~~Leases~~Store operating leases in Europe generally have an initial term of ten to fifteen years and leases in Australia generally have an initial lease term of seven to ten ~~years. Some~~years, some of ~~the leases in Europe and Australia~~which have options to extend. WeSome of the Company's leases have ~~the right~~options to terminate ~~some of these leases before~~prior to the lease expiration ~~date under specified circumstances and some with specified payments.~~date.

STORE LOCATIONS

Our ~~chains~~divisions operated stores in the following locations at the end of fiscal ~~2019;~~2021; store counts below include both banners within a combo or a superstore:

~~United States~~


United States	Marmaxx(a)	Sierra	HomeGoods(a)	Total
Alabama	32	—	9	41
Arizona	35	—	14	49
Arkansas	18	—	5	23
California	269	—	93	362
Colorado	29	6	11	46
Connecticut	52	1	19	72
Delaware	8	—	5	13
District of Columbia	7	—	—	7
Florida	193	—	73	266
Georgia	86	—	31	117
Hawaii	8	—	—	8
Idaho	9	1	2	12
Illinois	100	4	33	137
Indiana	40	—	10	50
Iowa	17	—	5	22
Kansas	15	—	7	22
Kentucky	22	—	7	29
Louisiana	29	—	8	37
Maine	12	—	3	15
Maryland	56	1	24	81
Massachusetts	109	2	40	151
Michigan	69	3	21	93
Minnesota	34	5	15	54
Mississippi	16	—	5	21
Missouri	36	—	11	47
Montana	6	—	1	7
Nebraska	10	1	5	16
Nevada	20	1	7	28
New Hampshire	26	2	14	42
New Jersey	92	4	52	148
New Mexico	9	—	2	11
New York	166	2	62	230
North Carolina	65	—	23	88
North Dakota	6	—	2	8
Ohio	84	1	24	109
Oklahoma	19	—	4	23
Oregon	25	3	8	36
Pennsylvania	93	1	37	131
Puerto Rico	29	—	6	35
Rhode Island	12	—	6	18
South Carolina	36	—	10	46
South Dakota	3	—	1	4
Tennessee	47	—	11	58
Texas	168	—	60	228
Utah	18	1	8	27
Vermont	6	1	1	8
Virginia	68	1	27	96
Washington	41	2	15	58
West Virginia	11	—	2	13
Wisconsin	36	3	16	55
Wyoming	5	2	—	7
Total Stores	2,402	48	855	3,305

(a)Marmaxx operates T.J. Maxx and Marshalls. HomeGoods operates HomeGoods and Homesense.

T.J. Maxx
Marshalls
HomeGoods
Homesense
Sierra
Alabama 25
6
6
—
—
Arizona 17
18
14
—
—
Arkansas 14
4
5
—
—
California 121
145
89
—
—
Colorado 17
11
10
—
5
Connecticut 28
24
18
—
1
Delaware 3
5
4
—
—
District of Columbia 4
4
—
—
—
Florida 95
94
67
—
—
Georgia 50
34
27
—
—
Hawaii 6
—
—
—
—
Idaho 7
2
2
—
1
Illinois 51
45
31
—
3
Indiana 23
14
8
—
—
Iowa 11
7
5
—
—
Kansas 9
6
7
—
—
Kentucky 16
5
5
—
—
Louisiana 15
12
8
—
—
Maine 9
3
3
—
—
Maryland 25
29
20
2
—
Massachusetts 52
57
37
4
2
Michigan 41
27
19
—
3
Minnesota 17
16
12
—
2
Mississippi 10
5
4
—
—
Missouri 19
17
10
—
—
Montana 6
—
1
—
—
Nebraska 5
4
4
—
1
Nevada 9
11
7
—
1
New Hampshire 16
10
10
—
1
New Jersey 40
51
42
4
2
New Mexico 5
4
2
—
—
New York 80
83
49
3
2
North Carolina 37
27
18
—
—
North Dakota 5
1
1
—
—
Ohio 47
35
22
—
1
Oklahoma 12
6
3
—
—
Oregon 12
9
8
—
3
Pennsylvania 51
40
32
2
—
Puerto Rico 8
21
6
—
—
Rhode Island 6
6
6
—
—
South Carolina 22
12
9
—
—
South Dakota 2
1
1
—
—
Tennessee 26
18
9
—
—
Texas 70
91
50
—
—
Utah 14
4
7
—
1
Vermont 5
1
1
—
1
Virginia 37
30
23
1
—
Washington 19
21
13
—
2
West Virginia 7
3
2
—
—
Wisconsin 23
11
12
—
1
Wyoming 3
1
—
—
2
Total Stores 1,252
1,091
749
16
35


Canada	Winners	HomeSense	Marshalls	Total
Alberta	36	21	17	74
British Columbia	38	22	8	68
Manitoba	9	4	4	17
New Brunswick	4	3	4	11
Newfoundland	3	2	2	7
Nova Scotia	11	3	2	16
Ontario	123	64	47	234
Prince Edward Island	1	1	—	2
Quebec	49	20	15	84
Saskatchewan	6	3	3	12
Total Stores	280	143	102	525


Europe	T.K. Maxx	Homesense	Total
United Kingdom	349	76	425
Republic of Ireland	26	2	28
Germany	154	—	154
Poland	46	—	46
Austria	14	—	14
The Netherlands	13	—	13
Total Stores	602	78	680

~~Canada~~

Winners
HomeSense
Marshalls
Alberta 34
20
15
British Columbia 36
18
7
Manitoba 9
3
3
New Brunswick 4
3
2
Newfoundland 3
1
1
Nova Scotia 11
2
2
Ontario 118
55
42
Prince Edward Island 1
1
—
Quebec 49
19
14
Saskatchewan 6
3
2
Total Stores 271
125
88

~~Europe~~

T.K. Maxx
Homesense
United Kingdom 345
66
Republic of Ireland 26
2
Germany 131
—
Poland 43
—
Austria 12
—
The Netherlands 10
—
Total Stores 567
68

~~Australia~~



Australia			T.K. Maxx
Australian Capital Territory			23
New South Wales			1520
Queensland			1822
Victoria			916
South Australia			1
Total Stores			4462

DISTRIBUTION CENTERS

The following is a summary of our primary owned and leased distribution and fulfillment centers ~~and primary administrative office locations~~ as of ~~February 2, 2019.~~January 30, 2021. Square footage information for the distribution and fulfillment centers represents total “ground cover” of the facility.


Square footage in thousands	Owned (sq/ft)	Count	Leased (sq/ft)	Count	Total (sq/ft)	Total Count
Marmaxx	7,372	8	4,666	8	12,038	16
HomeGoods	3,268	4	1,626	2	4,894	6
Sierra	780	1	—	—	780	1
TJX Canada	—	—	2,062	4	2,062	4
TJX International	—	—	1,955	6	1,955	6
Total	11,420	13	10,309	20	21,729	33

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 January 30, 2021, TJX owned and leased a combined 3.2 million square feet of office space, primarily within the United States. Square footage information for office space represents total space owned or leased.



~~Marmaxx~~
~~T.J. Maxx~~	~~Worcester, Massachusetts~~	~~494,000 s.f.—owned~~
	~~Evansville, Indiana~~	~~989,000 s.f.—owned~~
	~~Las Vegas, Nevada~~	~~1,110,000 s.f.—owned~~
	~~Charlotte, North Carolina~~	~~595,000 s.f.—owned~~
	~~Pittston Township, Pennsylvania~~	~~1,017,000 s.f.—owned~~
	~~Memphis, Tennessee~~	~~800,000 s.f.—leased~~
	~~San Antonio, Texas~~	~~1,215,000 s.f.—owned~~

~~Marshalls~~	~~Atlanta, Georgia~~	~~780,000 s.f.—owned~~
	~~Woburn, Massachusetts~~	~~472,000 s.f.—leased~~
	~~Bridgewater, Virginia~~	~~562,000 s.f.—leased~~
	~~Philadelphia, Pennsylvania~~	~~1,001,000 s.f.—leased~~
	~~Phoenix, Arizona~~	~~1,139,000 s.f.—owned~~

~~Sierra~~	~~Cheyenne, Wyoming~~	~~780,000 s.f.—owned~~

~~HomeGoods~~	~~Brownsburg, Indiana~~	~~805,000 s.f.—owned~~
	~~Bloomfield, Connecticut~~	~~803,000 s.f.—owned~~
	~~Jefferson, Georgia~~	~~801,000 s.f.—owned~~
	~~Tucson, Arizona~~	~~858,000 s.f.—owned~~
	~~Carteret, New Jersey~~	~~460,000 s.f.—leased~~

~~TJX Canada~~	~~Brampton, Ontario~~	~~506,000 s.f.—leased~~
	~~Mississauga, Ontario~~	~~679,000 s.f.—leased~~
	~~Torbram, Ontario~~	~~445,000 s.f.—leased~~
	~~Delta, British Columbia~~	~~432,000 s.f.—leased~~

~~TJX International~~	~~Wakefield, England~~	~~641,000 s.f.—leased~~
	~~Stoke, England~~	~~261,000 s.f.—leased~~
	~~Walsall, England~~	~~277,000 s.f.—leased~~
	~~Bergheim, Germany~~	~~322,000 s.f.—leased~~
	~~Wroclaw, Poland~~	~~303,000 s.f.—leased~~
	~~Chullora, Australia~~	~~154,000 s.f.—leased~~

~~OFFICE SPACE~~



~~Corporate, Marmaxx, HomeGoods, Sierra~~	~~Framingham and Marlborough, Massachusetts~~	~~1,958,000 s.f.—owned and~~ ~~leased in several buildings~~
~~Sierra~~	~~Cheyenne, Wyoming~~	~~120,000 s.f. —owned~~
~~TJX Canada~~	~~Mississauga, Ontario~~	~~434,000 s.f.—leased~~
~~TJX International~~	~~Watford, England~~	~~282,000 s.f.—owned and leased~~
	~~Dusseldorf, Germany~~	~~46,000 s. f.—leased~~
	~~Mascot, Australia~~	~~44,000 s. f.—leased~~

~~In addition to the office space listed above, we also occupy smaller office locations in various countries.~~

ITEM 3. Legal Proceedings

~~TJX is subject~~See Note O—Contingent Obligations, Contingencies, and Commitments of Notes to ~~certain~~Consolidated Financial Statements for information on legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of our business. In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly Associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes. TJX is also a defendant in a putative class action on behalf of customers relating to compare at pricing. The lawsuits are in various procedural stages and seek monetary damages, injunctive relief and attorneys’ fees.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

During fiscal 2019, we completed a two-for-one stock split in the form of a stock dividend, paid on November 6, 2018 to the shareholders of record at the close of business on October 30, 2018. All historical share and per share information, as well as basic and diluted earnings per share amounts, have been retroactively adjusted to reflect the two-for-one stock split. Our common stock is listed on the New York Stock Exchange (Symbol: TJX).

The approximate number of common shareholders of record at ~~February 2, 2019~~January 30, 2021 was ~~2,196.~~2,045.

Information on Share Repurchases

The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal ~~2019~~2021 and the average price paid per share are as follows:

Total Number of Shares
Repurchased⁽¹⁾
Average Price Paid Per Share⁽²⁾
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾
Approximate Dollar Value of Shares that
May Yet be Purchased Under the Plans or
Programs⁽³⁾
November 4, 2018 through December 1, 2018 2,629,102 $51.35 2,629,102 $2,400,789,659
December 2, 2018 through January 5, 2019 3,594,376 $45.91 3,594,376 $2,235,789,672
January 6, 2019 through February 2, 2019 11,544,855 $48.07 11,544,855 $3,180,789,706
Total: 17,768,333 17,768,333

~~(1)~~

~~Consists~~

Total Number of ~~shares repurchased under publicly announced stock repurchase programs.~~Shares

Repurchased(a)

Average Price Paid Per Share(b)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(c)

Approximate Dollar Value of Shares that

May Yet be Purchased Under the Plans or

Programs(c)

November 1, 2020 through November 28, 2020			—			$	—		—			$	2,985,692,971
~~(2)~~November 29, 2020 through January 2, 2021			~~Includes commissions for the shares repurchased under stock repurchase programs.~~—

	$	—		—			$	2,985,692,971
~~(3)~~January 3, 2021 through January 30, 2021			In February 2018, TJX announced a stock repurchase program authorizing an additional $3.0 billion in repurchases, from time to time, under which approximately $1.7 billion remained available as of February 2, 2019. In February 2019, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $1.5 billion of TJX common stock from time to time.—

~~ITEM 6. Selected Financial Data~~

Fiscal Year Ended
Amounts in millions, except per share amounts
February 2, 2019⁽¹⁾
February 3,
2018⁽²⁾
January 28,
2017⁽¹⁾
January 30,
2016
January 31,
2015
(53 Weeks)
Income statement and per share data:
Net sales $ 38,973
$ 35,865
$ 33,184
$ 30,945
$ 29,078
Net income $ 3,060
$ 2,608
$ 2,298
$ 2,278
$ 2,215
Weighted average common shares for diluted earnings per share calculation (in thousands) ⁽³⁾
1,259,252
1,292,209
1,328,864
1,366,502
1,407,090
Diluted earnings per share⁽³⁾
$ 2.43
$ 2.02
$ 1.73
$ 1.67
$ 1.57
Cash dividends declared per share⁽³⁾
$ 0.78
$ 0.625
$ 0.52
$ 0.42
$ 0.35
Balance sheet data:
Cash and cash equivalents $ 3,030
$ 2,758
$ 2,930
$ 2,095
$ 2,494
Working capital $ 2,938
$ 3,360
$ 2,993
$ 2,370
$ 2,648
Total assets $ 14,326
$ 14,058
$ 12,884
$ 11,490
$ 10,978
Capital expenditures $ 1,125
$ 1,058
$ 1,025
$ 889
$ 912
Long-term obligations⁽⁴⁾
$ 2,234
$ 2,231
$ 2,228
$ 1,615
$ 1,613
Shareholders’ equity $ 5,049
$ 5,148
$ 4,511
$ 4,307
$ 4,264
Other financial data:
After-tax return on average shareholders’ equity 60.1 % 54.0 % 52.1 % 53.1 % 52.2 %
Total debt as a percentage of total capitalization⁽⁵⁾
30.7 % 30.2 % 33.1 % 27.3 % 27.4 %
Stores in operation 4,306
4,070
3,812
3,614
3,395
Selling square footage (in thousands) 91,075
87,548
83,798
80,480
76,537

	$	—		—			$	2,985,692,971
~~(1)~~Total			~~Fiscal 2019 and Fiscal 2017 include a pension settlement charge and Fiscal 2017 includes a loss on early extinguishment of debt.~~—

				—
~~(2)~~	~~Fiscal 2018 includes an impairment charge of $99.3 million and a net benefit from the enactment of the 2017 Tax Act described in Item 7 under “Tax Cuts and Jobs Act of 2017.”~~


~~(3)~~	~~Fiscal 2018 and prior periods have been restated to reflect the two-for-one stock split completed in November 2018.~~


~~(4)~~	~~Defined as long-term debt, exclusive of current installments.~~


~~(5)~~	~~Defined as shareholders’ equity, short-term debt, and long-term debt including current maturities.~~

(a)Consists of shares repurchased under publicly announced stock repurchase programs.

(b)Includes commissions for the shares repurchased under stock repurchase programs.

(c)As of January 30, 2021 TJX had approximately $3.0 billion available under previously announced stock repurchase programs. In March 2020, as a result of the COVID-19 pandemic, TJX suspended its share repurchase program. We did not repurchase additional shares for the fourth quarter of fiscal 2021.

ITEM 6. Reserved

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 ~~the Company’s~~our future financial performance. These forward-looking statements are estimates based on information currently available to ~~the Company,~~us, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and subject to the cautionary statements set forth on page 2 of this Form 10-K. ~~The Company’s~~Our results are subject to risks and uncertainties including, but not limited to, those described in Part I, Item 1A, Risk Factors, and those identified from time to time in our other filings with the Securities and Exchange Commission. TJX undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

The discussion that follows relates to our 52-week fiscal years ended January 30, 2021 (fiscal 2021) and February 1, 2020 (fiscal 2020). Our 52-week fiscal year ended February 2, 2019 ~~(fiscal~~ ~~2019), our 53-week~~is referred to as fiscal ~~year ended February 3, 2018 (fiscal 2018),~~2019 and our 52-week fiscal year ended January ~~28, 2017 (fiscal 2017).~~29, 2022 is referred to as fiscal 2022.

The following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results. Discussions of fiscal 2019 items and year-to-year comparisons between fiscal 2020 and fiscal 2019 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 1, 2020.

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 ~~sell~~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. We operate over ~~4,300~~4,500 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense and tkmaxx.com in Europe, and T.K. Maxx in Australia). ~~We also operate~~In addition to our four main segments, Sierra ~~formerly known as Sierra Trading Post that~~ operates sierra.com and retail stores in the U.S. The results of Sierra are ~~reported~~included in the Marmaxx segment.

Impact of the COVID-19 Pandemic

After a novel coronavirus disease (“COVID-19”) emerged and spread worldwide, the World Health Organization declared COVID-19 a pandemic in March 2020, and national, state and local governments and private entities began issuing various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantine or isolation protocols. We temporarily closed all of our stores, online businesses, distribution centers and offices in March 2020, with Associates working remotely where possible. During April 2020, we temporarily furloughed the majority of hourly store and distribution center Associates in the U.S. and Canada, with employee benefits coverage for eligible Associates continuing during the temporary furlough at no cost to impacted Associates. We also took comparable actions with respect to portions of our European and Australian workforces.

When we began to reopen stores and distribution centers in May 2020, we implemented new health and safety practices, including practices related to personal protective equipment, enhanced cleaning and social distancing protocols. Early in the fourth quarter of fiscal 2021, in response to increasing cases of COVID-19, hundreds of our stores had additional temporary closures, the vast majority being in Europe and Canada, and additional stores may close temporarily in the future. We continue to monitor developments, including government requirements and recommendations at the national, state, and local level that could result in possible additional impacts to our operations.

Our results for fiscal 2021 were negatively impacted by the temporary closure of our stores for approximately 24% of fiscal 2021 in the aggregate. This represents total store days closed due to the COVID-19 pandemic as a percentage of potential total store days open. See additional details below by segment.


	Fiscal 2021
Marmaxx	20	%
HomeGoods	20
TJX Canada	29
TJX International	36
Total	24	%

As of March 30, 2021, we had approximately 580 stores, primarily in Europe, that were temporarily closed due to government mandates in response to the COVID-19 global pandemic. We expect closures in Europe and Canada to impact our first quarter fiscal 2022 results as stores are expected to be closed for approximately 71% and 12% of the quarter, respectively. Although the majority of our Germany and Netherlands stores were reopened by the end of March, additional operating restrictions have been imposed, including appointment requirements, limited business hours and capacity constraints. In total, based on current restrictions, we expect stores to be closed for approximately 12% of the first quarter of fiscal 2022. All of our e-commerce businesses remain open, including tkmaxx.com in the U.K.

In addition to the temporary closures and reopenings of our stores and other facilities, the ongoing COVID-19 pandemic has led to modifications to our operations, including the implementation of health and safety protocols, and has impacted consumer behavior. The continued scope and impact of the pandemic is unpredictable and has in the past caused, currently causes, and may continue to cause additional intermittent or prolonged periods of temporary store closures, and may result in additional changes in consumer demand and behavior or require further modifications to our operations. These potential impacts may lead to increased asset recovery and valuation risks, such as impairment of our stores and other assets and an inability to realize deferred tax assets due to sustaining losses in certain jurisdictions. The uncertainties in the global economy may also impact the financial viability or business operations of some of our suppliers and service providers (including transportation and logistics providers), which may interrupt our supply chain, and require other changes to our operations. These and other factors have had and may continue to have a material impact on our business, results of operations, financial position and cash flows.

Store and Associate Actions

We have taken numerous steps designed to protect the health and well-being of our Associates and customers to operate more safely in light of the COVID-19 pandemic. We established several global task force teams focused on a broad range of strategies to navigate the Company through this global health crisis. Globally, we have put in place practices including social distancing protocols (which include occupancy limits and reducing in-store inventory levels), access to personal protective equipment and enhanced cleaning efforts. For example, upon reopening our stores, we installed protective shields at registers, encouraged social distancing through regular in-store announcements, signage, and markers in our ~~Marmaxx segment.~~queue lines, implemented new processes for handling merchandise returns, and instituted new cleaning regimens, including enhanced cleaning of high-touch surfaces, such as shopping carts, throughout the day. Further, in many locations, including where mandated, we have required that shoppers wear a face covering in stores.

Financial Actions

Balance Sheet, Cash Flow and Liquidity

The temporary closure of our stores had a material impact on our results of operations, financial position and liquidity. As further detailed below in Results of Operations, this impact included a 23% decrease in net sales for fiscal 2021 compared to the same period last year, resulting in a significant decline in net profit for the full fiscal year.

During fiscal 2021, we generated $4.6 billion of operating cash flows and ended the year with $10.5 billion of cash. In addition, we increased our borrowing capacity by entering into a $500 million 364 Day Revolving Credit Facility, making a total of $1.5 billion available to us under revolving credit facilities. In the first quarter of fiscal 2021, TJX issued $4 billion aggregate principal amount of notes. During the fourth quarter of fiscal ~~2018,~~2021, we issued $1 billion in aggregate principal amount of notes and accepted $1.1 billion in combined aggregate principal amount of certain of its notes issued in the ~~Tax Cuts~~first quarter of fiscal 2021 pursuant to cash tender offers. We paid $1.4 billion aggregate consideration (including transaction costs) and ~~Jobs Act~~recorded a $0.3 billion pre-tax loss on the early extinguishment for the accepted notes. For additional information on the new credit facility and debt transactions, see Note K—Long-Term Debt and Credit Lines of ~~2017 referred~~Notes to ~~as “tax reform” or~~Consolidated Financial Statements.

We intend to continue to be prudent with our expenses for fiscal 2022. Capital spending for fiscal 2022 is expected to be back in line with normal spending, and is expected to be in the ~~“2017 Tax Act” was enacted. The 2017 Tax Act, along~~range of $1.2 billion to $1.4 billion with incremental investments in our infrastructure and our distribution centers, both existing and new facilities. We are planning approximately 120 net store openings for fiscal 2022. We have currently suspended our share repurchase program. While our Board of Directors did not declare a dividend in the ~~related reinvestments made by~~first nine months of fiscal 2021, we declared a dividend of $0.26 per share in the ~~Company, had~~fourth quarter of fiscal 2021, paid in March 2021. We also declared a ~~significant impact on our~~similar dividend of $0.26 per share in the first quarter of fiscal ~~2019 and fiscal 2018 results (see “Tax Cuts and Jobs Act of 2017~~” ~~below).~~2022.

During fiscal ~~2019,~~2021, we ~~completed~~negotiated rent deferrals (primarily for second quarter lease payments) for a ~~two-for-one stock split~~significant number of our ~~common stock;~~stores, with repayment at later dates, primarily in fiscal 2022. We elected to treat the COVID-19 pandemic-related rent deferrals as ~~such,~~a resolution of a contingency by remeasuring the lease liability, with a corresponding offset to the right-of-use asset, using the remeasured consideration. In addition to negotiating deferral of lease payments, we had temporarily extended payment terms on merchandise orders, which increased our accounts payable as of the end of the fiscal year, benefiting our operating cash flows. As payment terms are reduced and we make deferred payments, we expect our operating cash flows to be negatively impacted.

We evaluated the value of our inventory in light of the temporary store closures in the first and fourth quarters of fiscal 2021 due to the COVID-19 pandemic. Permanent markdowns, which had been or will be taken upon reopening of the stores, on transitional or out of season merchandise and merchandise that was already in markdown status, combined with the write-off of perishable goods, resulted in a reduction of approximately $0.4 billion in inventory for fiscal 2021. Additional markdowns recorded throughout the year were taken in the ordinary course of business operations.

Given the substantial reduction in our sales and the reduced cash flow projections as a result of the temporary store closures during fiscal 2021 due to the COVID-19 pandemic, we determined that triggering events had occurred and that impairment assessments were warranted for certain stores. This resulted in impairment charges of $72 million for fiscal 2021, related to operating lease right of use assets and store fixed assets.

Operating Expenses

We incurred additional payroll costs associated with monitoring occupancy limits to comply with social distancing protocols and implementing enhanced cleaning regimens in our stores, distribution centers, and offices. In addition, we provided discretionary appreciation bonuses during fiscal 2021 to store and distribution center Associates and incurred incremental costs for personal protective equipment and additional cleaning supplies. We expect that many of these costs will continue in fiscal 2022. We have implemented, and plan to continue to implement, cost saving initiatives to reduce some ongoing variable and discretionary spending.

In response to the COVID-19 pandemic, governments in the U.S., U.K., Canada and various other jurisdictions have implemented programs to encourage companies to retain and pay employees who are unable to work or are limited in the work that they can perform in light of closures or a significant decline in sales. Throughout fiscal 2021 we continued to qualify for certain of these provisions, which partially offset related expenses. During fiscal 2021, these programs reduced our expenses by approximately $0.5 billion on our Consolidated Statements of Income.

RESULTS OF OPERATIONS

Matters Affecting Comparability

As a result of the COVID-19 pandemic, our stores were closed in the aggregate for approximately 24% of fiscal 2021. In addition to lost revenues, we continued to pay wages and provide benefits to many of our Associates during the closures, and incurred incremental operating expenses upon reopening for new health and safety practices. This significantly impacted the operating results of all ~~share~~of our divisions and ~~related data,~~our expense ratios as ~~well as basic and diluted earnings per share amounts have been adjusted~~compared to ~~reflect~~ the ~~split.~~prior year.

Highlights of our financial performance for fiscal ~~2019~~2021 include the following:


–	–Net sales decreased 23% to $32.1 billion for fiscal 2021, versus fiscal 2020 sales increased to $39 billion for fiscal 2019, up 9% over fiscal 2018. At February 2, 2019, the number of stores in operation increased 6% and selling square footage increased 4% over the end of fiscal 2018.


–	Comp sales increased 6% in fiscal 2019 over an increase of 2% in fiscal 2018 and an increase of 5% in fiscal 2017. The fiscal 2019 increase was driven primarily by an increase in customer traffic at each of our four segments.


–	~~Diluted earnings per share for fiscal 2019 were $2.43 compared to $2.02 per share in fiscal 2018.~~


–	~~Our fiscal 2019 pre-tax margin (the ratio of pre-tax income to net sales) was 10.7%, a 0.1 percentage point decrease compared to 10.8% in fiscal 2018.~~


–	~~Our cost of sales, including buying and occupancy costs, ratio for fiscal 2019 was 71.4% a 0.3 percentage point increase compared to 71.1% in fiscal 2018.~~


–	~~Our selling, general and administrative (“SG&A”) expense ratio for fiscal 2019 was 17.8%, which was flat to fiscal 2018.~~


–	Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce businesses, increased 1% on a reported basis and increased 3% on a constant currency basis at the end of fiscal 2019 as compared to the prior year.


–	~~During fiscal 2019, we repurchased~~ ~~51.8 million~~ ~~shares of our common stock for~~ ~~$2.5 billion~~, on a “trade date basis”. Earnings per share reflect the benefit of our stock repurchase programs. In February 2019, our Board of Directors approved a repurchase program that authorizes the repurchase of up to an additional $1.5 billion of TJX common stock.

~~The following is a discussion~~ of ~~our consolidated operating results, followed by a discussion~~$41.7 billion. As of ~~our segment operating results.~~

~~Tax Cuts and Jobs Act~~January 30, 2021, the number of ~~2017~~

~~On December 22, 2017, the 2017 Tax Act was enacted into law which included a reduction of the U.S. corporate income tax rate to 21 percent, effective January 1, 2018 and~~stores in operation (including stores that had ~~a significant impact on our fiscal 2019 and fiscal 2018 operating results. The tax benefits recognized~~been temporarily closed due to COVID-19) increased 1% and selling square footage increased 1% compared to the ~~2017 Tax Act resulted in a net benefit to net income~~end of ~~$0.34~~fiscal 2020.

–Diluted earnings per share for fiscal ~~2019. In~~2021 were $0.07 versus $2.67 per share in fiscal ~~2018,~~2020.

–Pre-tax margin (the ratio of pre-tax income to net sales) for fiscal 2021 was 0.3%, a 10.3 percentage point decrease compared with 10.6% in fiscal 2020.

–The debt extinguishment charge of $0.3 billion reduced fiscal 2021 pre-tax margin by 1.0 percentage point and reduced earnings per share by $0.19 per share.

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

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

–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 down 21% on a reported basis and down 22% on a constant currency basis at the ~~Company reinvested~~end of fiscal 2021 as compared to a ~~portion~~4% increase in average per store inventories on both a reported and constant currency basis at the end of fiscal 2020.

–There were no dividends declared during the first nine months of fiscal 2021 and share repurchases were suspended in the first quarter of fiscal 2021. A dividend of $0.26 per share was declared in the fourth quarter of fiscal 2021 and paid in March of 2021. See the Impact of the ~~tax benefits through a discretionary bonus to eligible non-bonus plan Associates globally~~COVID-19 Pandemic section above for the actions taken regarding our share repurchase programs.

Recent Events and ~~an incremental contribution to the Company’s defined contribution retirement plans for eligible Associates~~Trends

COVID-19

See discussion above in the ~~U.S. and internationally, as well as making contributions to~~Impact of the Company’s charitable foundations, collectively referred to as “incremental investments related to the 2017 Tax Act.” The tax benefits recognized due to the 2017 Tax Act, offset by the after-tax impact of incremental investments we made related to the 2017 Tax Act, resulted in a net benefit to net income of $0.09 per share for fiscal 2018.

COVID-19 Pandemic section.

Impact of Brexit

~~The U.K’s decision to leave the European Union (“EU”), commonly referred to as “Brexit”, remains unsettled. Should~~On December 24, 2020 the U.K. ~~exit~~and EU agreed upon the ~~EU, there are several possible outcomes each~~terms of which creates risks for TJX, especially in our European operations. Our TJX Europe management team has evaluated a range of possible outcomes, sought to identify areas of concern and implemented strategies to mitigate them. Our current European operations benefit fromtheir future trading relationship. As expected the ~~free~~ movement of goods ~~and labor~~ between the U.K. and ~~EU. As a result, we believe Brexit could~~EU is subject to additional regulatory and compliance requirements, which is expected to have a negative impact on our ability to efficiently move merchandise ~~between the U.K. and the EU. Brexit could also have a negative impact on our talent~~ in the ~~region, both by impacting current Associates, who are either EU citizens working in the U.K. or U.K. citizens working in the EU, and potentially impacting recruitment and retention for~~region. We have realigned our European ~~operations in the future.~~

If the U.K. does exit the EU, this would require additional regulatory and compliance requirements for merchandise that flows between the U.K. and the EU. We have developed a plan to realign our European division’sdivision's supply chain to reduce the volume of merchandise flowing between the U.K. and the EU and have established resources and systems to support this plan. ~~In addition,~~

The new trade deal provides for zero customs duties and zero quotas on trade between the U.K. and the EU in goods that are produced in each of the U.K. and the EU. However, a proportion of the merchandise we source in the U.K. and the EU is produced somewhere else in the world, and therefore will be subject to additional customs duty costs under the new trade deal. These additional customs duties and the related operational costs are likely to impact the profitability of our European division, at least in the short term.

New immigration requirements between the U.K. and EU countries may also have a negative impact on our ability to recruit and retain current and future talent in the region. We continue to communicate with our Associates about ~~Brexit~~the new immigration requirements.

In addition to these operational impacts, factors including ~~by providing relevant information about additional procedures that may be required post-Brexit.~~

~~We believe these steps will help us mitigate the operational risks that we expect~~changes in legislation, consumer confidence and behavior, economic conditions, interest rates and foreign currency exchange rates could result ~~from Brexit. If, however, Brexit happens without~~in a ~~comprehensive withdrawal agreement between the U.K. and the EU and therefore, without a longer transitional period,~~significant financial impact to our European operations, ~~could be significantly impacted,~~ particularly in the short term. ~~We believe that over time we would implement appropriate strategies to address that outcome.~~

Net Sales

~~Consolidated net~~Net sales for fiscal ~~2019~~2021 totaled ~~$39~~$32.1 billion, a ~~9% increase~~23% decrease over ~~$35.9 billion~~fiscal 2020. The decrease in net sales was driven by temporary store closures as a result of the COVID-19 pandemic and lower customer traffic, with stores closed in the aggregate for approximately 24% of fiscal ~~2018. The increase reflected a 6% increase from comp stores and a 3% increase from non-comp sales. Foreign currency had a neutral impact in fiscal 2019.~~2021. Net sales from our e-commerce businesses combined amounted to approximately 2%3% of total sales.

As a result of the extended store closures due to the COVID-19 pandemic and our policy relating to the treatment of extended store closures when calculating comp store sales ~~and~~under our historical definition, we had ~~an immaterial impact on~~no stores classified as comp stores at the end of fiscal ~~2019~~2021.

In order to provide a performance indicator for our stores as they reopened, since the second quarter of fiscal 2021, we have been temporarily reporting a new sales ~~growth.~~

~~Consolidated net~~measure, open-only comp store sales. Open-only comp store sales includes stores initially classified as comp stores at the beginning of fiscal 2021 that have had to temporarily close due to the COVID-19 pandemic. This measure reports the sales increase or decrease of these stores for the days the stores were open in the current period against sales for ~~fiscal 2018 totaled $35.9 billion, an 8% increase over $33.2 billion~~the same days in ~~fiscal 2017. The increase reflected a 4% increase from non-comp sales, a 2% increase from~~the prior year. Open-only comp sales of our foreign segments are calculated by translating the current year using the prior year’s exchange rates. Our historical definition of comp store sales is presented below for reference.

Open-only comp store sales were down 4% for fiscal 2021 as compared to last year. These results reflect a decrease in customer traffic, partially offset by an increased average basket across all divisions. Our stores were closed in the aggregate for approximately 24% of fiscal 2021. Home fashion across all major segments outperformed apparel for fiscal 2021.

We define customer traffic to be the number of transactions in stores and ~~a 2% increase from~~average ticket to be the ~~impact~~average retail price of the 53^rd ~~week in~~units sold. We define average transaction or average basket to be the ~~fiscal 2018 calendar. Foreign currency had a neutral impact in fiscal 2018.~~average dollar value of transactions.

~~Revenues by Geography~~

~~The percentages~~Historical Definition of ~~our consolidated revenues by geography for the last three fiscal years are as follows:~~

Fiscal 2019 Fiscal 2018 Fiscal 2017
United States
Northeast 23 % 24 % 24 %
Midwest 13
12
12

South (including Puerto Rico) 25
25
25

West 15
15
16

Subtotal 76
76
77

Canada 10
10
10

Europe 13
13
13

Australia 1
1
*
Total 100 % 100 % 100 %


*	~~Revenue from Australia was less than one percent during fiscal 2017.~~

~~Comparable~~Comp Store Sales

We ~~define~~are temporarily reporting a new sales measure, open-only comp store sales, as described above. The following reflects the way that we have historically classified and reported comp sales results.

Historically, we defined comparable store sales, (“or comp ~~sales”)~~sales, to be sales of stores that have been in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation. We ~~calculate~~calculated comp 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 percentage is immaterial.

We define customer traffic to be the number of transactions in stores included in the comp sales calculation and average ticket to be the average retail price of the units sold. We define average transaction or average basket to be the average dollar value of transactions included in the comp sales calculation.

Sales excluded from comp sales (“non-comp sales”) ~~consists~~consist of sales from:


–	~~New stores - stores that have not yet met the comp sales criteria, which represents a substantial majority of non-comp sales~~


–	~~Stores that are closed permanently or for an extended period of time~~


–	~~Sales from our e-commerce businesses, meaning Sierra (including stores), tjmaxx.com and tkmaxx.com~~

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

–Stores that are closed permanently or for an extended period of time

–Sales from our e-commerce sites, meaning sierra.com, tjmaxx.com, marshalls.com and tkmaxx.com

We determine which stores are included in the comp 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. InBeginning in fiscal 2020, Sierra stores that otherwise fit the ~~third quarter of fiscal 2018, 37 stores were significantly impacted by hurricanes, mostly in Puerto Rico, and were excluded from~~ comp ~~sales. These stores will be~~store definition are included in ~~the~~ comp ~~sales measures once they again meet the comp sales criteria.~~stores in our Marmaxx segment.

Comp sales of our foreign segments are calculated by translating the current year’s comp sales ~~of our foreign segments at the same exchange rates used in~~using the prior ~~year.~~year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more accurate measure of segment operating performance.

Comp sales may be referred to as “same store” sales by other retail companies. The method for calculating comp sales varies across the retail industry, therefore our measure of comp sales may not be comparable to that of other retail companies.

~~Comp sales increases across all~~Operating Results as a Percentage of our segments for fiscal 2019 were primarily due to an increase in customer traffic. In fiscal 2019, home fashions and apparel both grew, with apparel outperforming home fashions. Geographically, in the U.S., the Southeast, Great Lakes and the Southwest regions reported the highest comp sales increases, and the Mid Atlantic was below the consolidated average. Comp sales increases for TJX Canada and TJX International were below the consolidated average.

Comp sales increases across all of our segments for fiscal 2018 were primarily due to an increase in customer traffic. We also had an increase in the number of units sold, which was more than offset by a reduction in the average ticket. In fiscal 2018, home fashions and apparel both grew, with home fashions performing better than apparel. Geographically, in the U.S., the Southeast and the Southwest regions reported the highest comp sales increases, and the Northeast was below the consolidated average. In Canada, comp sales increases were well above the consolidated average and TJX International was at the consolidated average.Net Sales

The following table sets forth our consolidated operating results as a percentage of net sales.


	Percentage of Net Sales
	Fiscal 2021		Fiscal 2020
Net sales	100.0	%	100.0	%
Cost of sales, including buying and occupancy costs	76.3		71.5
Selling, general and administrative expenses	21.8		17.9

Loss on early extinguishment of debt	1.0		—

Interest expense, net	0.6		—
Income before income taxes*	0.3	%	10.6	%

*Figures may not foot due to rounding.

Revenues by Geography

Percentage of Net Sales
Fiscal Year 2019 Fiscal Year 2018 Fiscal Year 2017
Net sales 100.0 % 100.0 % 100.0 %
Cost of sales, including buying and occupancy costs 71.4
71.1
71.0
Selling, general and administrative expenses 17.8
17.8
17.4
Impairment of goodwill and other long-lived assets —
0.3
—
Loss on early extinguishment of debt —
—
0.2
Pension settlement charge 0.1
—
0.1
Interest expense, net —
0.1
0.1
Income before provision for income taxes* 10.7 % 10.8 % 11.2 %
The percentages of our consolidated revenues by geography for the last two fiscal years are as follows:


*	~~Figures may not foot due to rounding.~~


	Fiscal 2021		Fiscal 2020
United States:
Northeast	23	%	23	%
Midwest	13		13
South (including Puerto Rico)	27		25
West	16		15
Total United States	79	%	76	%
Canada	9		10
Europe	11		13
Australia	1		1
Total	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. ~~Two ways in which~~We specifically refer to “foreign currency” as the impact of translational foreign currency exchange ~~rates affect our reported results are~~and mark-to-market of inventory derivatives, as ~~follows:~~

–

Translation of foreign operating results into U.S. dollars: In our 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 consolidated net sales, net income and earnings per share growth 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.

–

Inventory-related 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 received and 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.

~~We refer to the impact of the above two items throughout our discussion as “foreign currency.”~~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.~~ currency referred to as “transactional foreign exchange”, 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 net sales, net income and earnings per share growth 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.

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 mark-to-market gain or loss is effectively offset when the inventory being hedged is received and 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 gain or loss on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and net income.

Transactional Foreign Exchange

When discussing the impact on our results of the effect of foreign currency exchange rates on ~~such~~certain transactions, we refer to it as “transactional foreign ~~exchange.”~~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, was $24.5 billion, or 76.3% of net sales for fiscal 2021 compared to $29.8 billion, or 71.5% of net sales for fiscal 2020.

The main reason for the decrease in the total cost of sales, including buying and occupancy costs, was the reduction in cost of merchandise sold due to a reduction in net sales as compared to the prior year, primarily due to our stores being temporarily closed in the aggregate for approximately 24% of fiscal 2021.

The increase in the expense ratio of 4.8% for fiscal 2021 was primarily driven by the impact of lower sales primarily as a result of temporary store closures. A significant portion of our occupancy costs are fixed and although we negotiated rent deferrals to help with our liquidity, our occupancy costs were comparable to last year but increased the expense ratio by approximately 2.1 percentage points due to the lower sales volume. Our distribution costs increased the expense ratio by approximately 1.6 percentage points due to processing more units while our merchandise mix had a lower average ticket. In addition, distribution costs reflect wage increases, discretionary appreciation bonuses, and incremental costs to implement and maintain health and safety protocols, despite a reduction in payroll costs due to Associate furloughs in the first half of fiscal 2021 and $78 million in benefits received from government programs available in the U.S., Canada, the U.K. and various other jurisdictions. Merchandise margin was negatively impacted by increased markdowns as a percentage of net sales, was 71.4% in fiscal 2019 compared to 71.1% in fiscal 2018 and 71.0% in fiscal 2017. The increase in this expense ratio during fiscal 2019 was driven by higher supply chain costs as we continue to invest in existing and open new distribution centers as well as ~~the absence of the benefit of the 53rd week reflected in last year's expense ratio. Merchandise margin was essentially flat compared to fiscal 2018 despite significantly higher~~increased freight ~~costs.~~

~~The increase in the fiscal 2018 expense ratio was driven by higher supply chain~~ costs ~~as we continue to invest and open new distribution centers. This was~~partially offset by the favorable impact of mark-to-market of inventory derivatives that benefited the expense ratio by approximately 0.1 percentage point as well as an estimated 0.1 percentage point benefit from the 53rd week in the Company’s fiscal 2018 calendar. Fiscal 2018 merchandise margin was essentially flatstrong mark-on. The increased markdowns include those taken to ~~fiscal 2017.~~revalue inventories due to our temporary store closures.

Selling, General and Administrative Expenses

SG&A expenses were $7 billion, or 21.8% of net sales for fiscal 2021, compared to $7.5 billion, or 17.9% of net sales for fiscal 2020.

The increase in SG&A expenses as a percentage of net sales ~~were 17.8% in~~for fiscal ~~2019~~2021 was primarily driven by store payroll and ~~fiscal 2018, and 17.4% in fiscal 2017. The fiscal 2019~~store supply costs which negatively impacted the expense ratio ~~reflects an increase in incentive compensation accruals due~~by 2.7 percentage points. These costs were primarily COVID-related, including incremental store payroll investments to ~~a stronger than expected operating performance~~allow for enhanced cleaning and monitoring capacity, discretionary appreciation bonuses, and personal protective equipment for our Associates. These incremental costs were partially offset by expense savings, including lower advertising and travel spend, as well as other variable store ~~wage increases,~~costs such as credit processing fees, which were lower as a result of the temporary store closures due to the COVID-19 pandemic. We also paid certain Associates during the temporary store closures, which was partially offset by ~~leverage on strong comp sales. The fiscal 2018 expense ratio reflects the impact of the incremental investments related to the 2017 Tax Act and higher employee payroll costs due to wage increases.~~

~~Impairment of Goodwill and Other Long-lived Assets, Related to Sierra~~

~~During the fourth quarter of fiscal 2018, we recorded a $99.3~~$434 million impairment charge, primarily related to goodwill, as the estimated fair value of Sierra fell below the carrying value due to a decrease in projected revenue growth rates. The impairment charge is includedfrom government programs available in the ~~Marmaxx segment.~~U.S., Canada, the U.K. and various other jurisdictions.

Loss onOn Early Extinguishment of Debt

~~During the third quarter of fiscal 2017,~~On November 30, 2020 we issued ~~$1.0 billion~~$500 million aggregate principal amount of ~~2.25% ten-year notes.~~1.150% notes due 2028 and $500 million aggregate principal amount of 1.600% notes due 2031. We used ~~a portion of~~ the proceeds to ~~redeem~~partially fund the purchase, on December 4, 2020, of $365 million of our ~~$375~~4.500% notes due 2050 and $754 million ~~6.95%~~of our 3.875% notes ~~on October 12, 2016, prior to their scheduled maturity of April 15, 2019~~due 2030 that were tendered and weaccepted in our cash tender offer. We recorded a pre-tax loss on the early extinguishment of debt of ~~$51.8~~$312 million. For additional information on the debt transactions, see Note K—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements.

~~Pension Settlement Charge~~

During the third quarter of fiscal 2019, we annuitized and transferred current pension obligations for certain U.S. retirees and beneficiaries under the qualified pension plan through the purchase of a group annuity contract with an insurance company. We transferred $207.4 million of pension plan assets to the insurance company, thereby reducing our pension benefit obligations. The transaction had no cash impact to TJX but did result in a non-cash pre-tax pension settlement charge of $36.1 million.

During the third quarter of fiscal 2017, we offered eligible former TJX Associates, who had not yet commenced receiving their qualified pension plan benefit, an opportunity to receive a lump sum payout of their vested pension benefit. As a result, TJX’s qualified pension plan paid $103.2 million from pension plan assets to those who accepted this offer. This transaction had no cash impact to TJX, but did result in a non-cash pre-tax pension settlement charge of $31.2 million.

Interest Expense, net

The components of interest expense, net for the last ~~three~~two fiscal years are summarized below:


	Fiscal Year Ended
In millions	January 30, 2021		February 1, 2020

Interest expense	$	199	$	61
Capitalized interest	(5)		(2)
Interest (income)	(13)		(49)
Interest expense, net	$	181	$	10

Fiscal Year Ended
In thousands February 2,
2019 February 3,
2018 January 28,
2017
(53 weeks)
Interest expense $ 69,102
$ 69,237
$ 69,219
Capitalized interest (4,263 ) (4,942 ) (7,548 )
Interest (income) (55,979 ) (32,707 ) (18,137 )
Interest expense, net $ 8,860
$ 31,588
$ 43,534

~~The decrease in~~Net interest expense ~~net~~increased for fiscal ~~2019 and~~2021 compared to fiscal ~~2018 was~~2020, primarily driven by the issuance of additional ~~interest income, primarily~~debt in fiscal 2021 due to ~~higher return rates.~~the COVID-19 pandemic and lower interest income. In addition, fiscal 2021 included interest expense on the $1 billion of borrowings on the revolving credit facilities, which were paid off in the second quarter of fiscal 2021.

Provision for Income Taxes

~~Our~~The effective ~~annual~~ income tax rate was ~~26.7% in~~(1.4)% for fiscal ~~2019, 32.4% in~~2021 compared to 25.7% for fiscal ~~2018 and 38.3% in fiscal 2017.~~2020. The decrease in the fiscal ~~2019~~2021 effective income tax rate is primarily driven by the ~~reduction~~negative impact of the ~~U.S. federal statutory rate from 35%~~COVID-19 pandemic to ~~21%. The decrease~~our results and the change in ~~the effective income tax rate in fiscal 2018 was primarily due to the favorable effect of the 2017 Tax Act, excess tax benefit from share-based compensation attributable to the adoption of~~ ~~ASU 2016-09-Compensation- Stock Compensation (Topic 718): Improvements to Employee Share-Based PaymentAccounting, and~~ the jurisdictional mix of ~~income.~~income and losses.

The 2017 Tax Act made broad and complex changes to the U.S. tax code which impacted fiscal 2019 and fiscal 2018 including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%. In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, which allows a measurement period, not to exceed one year, to finalize the accounting for the income tax impacts of the 2017 Tax Act. We completed our analysis in the fourth quarter of fiscal 2019 and determined there was no material adjustment to the income tax expense.

Net Income and Diluted Earnings Per Share

Net income was ~~$3.1~~$0.1 billion in fiscal ~~2019~~2021 compared to ~~$2.6~~$3.3 billion in fiscal ~~2018 and $2.3 billion in fiscal 2017.~~2020. Diluted earnings per share were ~~$2.43~~$0.07 in fiscal ~~2019, $2.02~~2021 and $2.67 in fiscal ~~2018 and $1.73 in fiscal 2017. Year over year results are impacted~~2020. The loss on early extinguishment of debt reduced net income by ~~numerous items that impact comparability as summarized below.~~

Fiscal Year Ended
February 2,
2019 February 3,
2018 January 28,
2017
(53 weeks)
Net benefit of 2017 Tax Act items⁽¹⁾
$ (0.34 ) $ (0.09 ) $ —
Benefit of 53^rd week in FY18
$ —
$ (0.06 ) $ —
Sierra impairment charge $ —
$ 0.05
$ —
Pension settlement charge $ 0.02
$ —
$ 0.01
Loss on early extinguishment of debt $ —
$ —
$ 0.02


~~(1)~~	~~Refer to the Tax Cuts and Jobs Act of 2017 section within this MD&A for further details on the net benefit of 2017 Tax Act items.~~

~~In addition, foreign currency exchange rates had a neutral impact on earnings~~$229 million, or $0.19 per share, ~~in fiscal 2019 when compared to fiscal 2018, and a $0.02 positive impact in fiscal 2018 when compared to fiscal 2017.~~for the twelve months ended January 30, 2021.

Our stock repurchase programs, which reduce our weighted average diluted shares outstanding, had no impact on our earnings per share in fiscal 2021 as we suspended the program in March 2020 as a result of the COVID-19 pandemic. Our stock repurchase programs benefited our earnings per share growth by approximately 3% in ~~each~~ fiscal ~~year presented.~~

2020.

Segment Information

We operate four main business segments. Our Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com) and the HomeGoods segment (HomeGoods and Homesense) both operate in the United States. Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in Europe and T.K. Maxx in Australia. ~~We also operate~~In addition to our four main segments, Sierra ~~formerly Sierra Trading Post that~~ operates sierra.com and retail stores in the U.S. The results of Sierra are included in ~~our~~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 ~~loss on early extinguishment of debt, the pension settlement charge~~ and interest expense, ~~net.~~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 entities. 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.

Due to the temporary closing of all of our stores as a result of the COVID-19 pandemic, our historical definition of comp store sales is not applicable for the reported periods. In order to provide a performance indicator for our stores as they reopen, since the second quarter of fiscal 2021 we have been temporarily reporting a new sales measure, open-only comp store sales. Open-only comp store sales includes stores initially classified as comp stores at the beginning of fiscal 2021 that have had to temporarily close due to the COVID-19 pandemic. This measure reports the sales increase or decrease of these stores for the days the stores were open in the current period against sales for the same days in the prior year.

Presented below is selected financial information related to our business segments.

U.S. SEGMENTS

Marmaxx


	Fiscal Year Ended
U.S. dollars in millions	January 30, 2021			February 1, 2020

Net sales	$	19,363		$	25,665
Segment profit	$	891		$	3,470
Segment margin	4.6		%	13.5		%

Stores in operation at end of period:
T.J. Maxx	1,271			1,273
Marshalls	1,131			1,130
Sierra	48			46
Total	2,450			2,449
Selling square footage at end of period (in thousands):
T.J. Maxx	27,707			27,781
Marshalls	25,915			25,909
Sierra	796			766
Total	54,418			54,456

Fiscal Year Ended
In millions February 2,
2019 February 3,
2018 January 28,
2017
(53 weeks)
Net sales $ 24,058.0
$ 22,249.1
$ 21,246.0
Segment profit $ 3,253.9
$ 2,949.4
$ 2,995.0
Segment profit as a percentage of net sales 13.5 % 13.3 % 14.1 %
Increase in comp sales 7 % 1 % 5 %
Stores in operation at end of period
T.J. Maxx 1,252
1,223
1,186
Marshalls 1,091
1,062
1,035
Sierra 35
27
12
Total 2,378
2,312
2,233
Selling square footage at end of period (in thousands)
T.J. Maxx 27,484
27,077
26,614
Marshalls 25,269
24,916
24,750
Sierra 598
470
227
Total 53,351
52,463
51,591
Net Sales

Net sales for Marmaxx increased 8% in fiscal 2019 on top of a 5% increase in fiscal 2018. The fiscal 2019 increase reflects a 7% increase from comp sales and a 1% increase from non-comp sales. The sales increase of 5% in fiscal 2018 reflects a 2% increase from non-comp sales, a 2% increase from the 53rd week and a 1% increase from comp sales. Comp sales growth at Marmaxxdecreased 25% for fiscal ~~2019~~2021 as compared to last year. The decrease in net sales was primarily due to the temporary closures of all stores as a 5%result of the COVID-19 pandemic. The stores were closed for approximately 20% of fiscal 2021. In addition, the decrease in net sales was due to lower customer traffic, partially offset by an increase in ~~customer traffic~~the average basket. Open-only comp store sales were down 7% for fiscal 2021. Home fashions outperformed apparel for fiscal 2021.

Segment Profit

Segment profit was $0.9 billion for fiscal 2021, a decrease of $2.6 billion, compared to a segment profit of $3.5 billion for fiscal 2020.

The decrease was primarily driven by a reduction in sales from the temporary store closures. This decrease reflects increased markdowns on ~~top~~merchandise primarily taken in the first half of fiscal 2021 due to the COVID-19 pandemic as well as increased freight costs, partially offset by stronger mark-on. In addition, segment profit declined as a ~~3% increase~~result of our reduced buying activity and lower inventory levels resulting in ~~customer traffic~~higher buying and distribution costs in fiscal ~~2018. Geographically, comp sales~~2021 as compared to last year, and as a result of incremental COVID-19 costs. The decline in segment profit was partially offset by lower advertising and travel spend, a reduction in store payroll while the stores were ~~strong throughout most~~closed and other variable store expense savings. The reduction in payroll reflects approximately $171 million for fiscal 2021 from government programs as described in the Impacts of the ~~country as all regions posted~~COVID-19 Pandemic section above. In addition, a ~~5% comp or greater. Apparel outperformed home fashions in fiscal 2019 with both categories posting solid comp sales growth. Sales~~significant portion of our occupancy costs are fixed. As a result, while our occupancy costs were comparable to last year, they negatively impacted segment margin by approximately 2.2 percentage points, primarily due to the lower sales volume.

During the third quarter of fiscal 2020, Marmaxx made online shopping available at www.marshalls.com, along with www.tjmaxx.com, which was launched previously. Our U.S. e-commerce businesses, which represented approximately 3% of Marmaxx’s net ~~sales.~~

~~Segment margin increased to 13.5% in~~sales for both fiscal ~~2019 compared to 13.3% in~~2021 and fiscal 2018. This comparison is impacted by items impacting the fiscal 2018 segment margin, primarily the Sierra impairment charge which reduced last year’s segment margin by 0.4 percentage points. Marmaxx results for fiscal 2019 reflect an improvement due to expense leverage on the strong comp sales which was more than offset by higher incentive compensation accruals due to the stronger than expected operating performance and an increase in distribution costs and store wages. Collectively these items reduced the fiscal 2019 segment margin by 0.7 percentage points. Merchandise margin was essentially flat for fiscal 2019 compared to fiscal 2018 despite a significant increase in freight costs. Our U.S. e-commerce businesses, excluding the fiscal 2018 impairment charge,2020, did not have a significant impact on year-over-year segment margin comparisons.

~~Segment margin in~~ Along with our stores, we temporarily closed our online businesses for a portion of fiscal 2018 was 13.3% compared to 14.1% in fiscal 2017. Marmaxx results for fiscal 2018 reflect a 0.4 percentage point negative impact from the Sierra impairment charge. In addition, higher store payroll costs, primarily due to wage increases, and higher distribution costs, primarily due to processing more units, collectively reduced segment margin by approximately 0.5 percentage points. The fiscal 2018 segment margin was also negatively impacted by expense deleverage on the 1% comp sales but was favorably impacted by approximately 0.1 percentage point due to the 53^rd week. Merchandise margin was flat for fiscal 2018 compared to fiscal 2017. Our U.S. e-commerce businesses, excluding the impairment charge, did not have a significant impact on year-over-year segment margin comparisons.

~~In fiscal 2020, we expect to open approximately 60 Marmaxx stores and 10 Sierra stores, which would increase selling square footage by approximately 2%.~~

~~HomeGoods~~

Fiscal Year Ended
In millions February 2,
2019 February 3,
2018 January 28,
2017
(53 weeks)
Net sales $ 5,787.4
$ 5,116.3
$ 4,404.6
Segment profit $ 671.9
$ 674.5
$ 613.8
Segment profit as a percentage of net sales 11.6 % 13.2 % 13.9 %
Increase in comp sales 4 % 4 % 6 %
Stores in operation at end of period
HomeGoods 749
667
579
Homesense 16
4
—
Total 765
671
579
Selling square footage at end of period (in thousands)
HomeGoods 13,775
12,448
11,119
Homesense 343
81
—
Total 14,118
12,529
11,119

HomeGoods’ net sales increased 13% in fiscal 2019, on top of a 16% increase in fiscal 2018. The increase in fiscal 2019 reflects a 9% increase from non-comp sales and a 4% increase from comp sales. The sales increase of 16% in fiscal 2018 reflects a 10% increase from non-comp sales, a 4% increase from comp sales and a 2% increase due to the 53^rd ~~week. Comp sales growth at HomeGoods for fiscal 2019 was due to a 5% increase in customer traffic on top of a 4% increase in customer traffic in fiscal 2018.~~

Segment profit margin decreased to 11.6% for fiscal 2019 compared to 13.2% for fiscal 2018. The decrease in segment margin for fiscal 2019 includes a decline in merchandise margin due to increased freight costs. In addition, higher distribution center costs and higher store wage costs as well as costs in connection with investing in more stores, collectively reduced segment margin by approximately 1.1 percentage points.

Segment profit margin for fiscal 2018 was 13.2% compared to 13.9% for fiscal 2017. The decrease in segment margin for fiscal 2018 includes a decline in merchandise margin of 0.5 percentage points, primarily2021 as a result of the COVID-19 pandemic.

HomeGoods


	Fiscal Year Ended
U.S. dollars in millions	January 30, 2021			February 1, 2020

Net sales	$	6,096		$	6,356
Segment profit	$	510		$	681
Segment margin	8.4		%	10.7		%

Stores in operation at end of period:
HomeGoods	821			809
Homesense	34			32
Total	855			841
Selling square footage at end of period (in thousands):
HomeGoods	15,034			14,831
Homesense	733			685
Total	15,767			15,516

Net Sales

Net sales for HomeGoods decreased 4% for fiscal 2021 as compared to last year. The decrease in net sales was primarily due to the temporary closures of all stores as a result of the COVID-19 pandemic. The stores were closed for approximately 20% of fiscal 2021. In addition, the decrease in net sales was due to lower customer traffic, partially offset by an increase in the average basket. Open-only comp store sales were up 13% for fiscal 2021.

Segment Profit

Segment profit was $510 million for fiscal 2021, a decrease of $171 million, compared to a segment profit of $681 million for fiscal 2020.

The decrease was primarily driven by a reduction in sales due to temporary store closures and increased store and distribution payroll costs, including incremental COVID-19 costs. The decline in segment profit was partially offset by improved merchandise margin, lower advertising and travel spend and other variable store expense savings. Merchandise margin reflects strong mark-on and favorable markdowns net of increased freight costs. ~~In addition, higher distribution center costs primarily due to opening~~The increase in payroll includes a ~~new distribution center, higher store payroll costs, primarily due to wage increases,~~reduction of approximately $46 million for fiscal 2021 from government programs as ~~well as costs~~described in connection with opening more stores as compared to fiscal 2017, including our first Homesense stores, collectively reduced segment margin by approximately 0.8 percentage points. These costs were partially offset by expense leverage on comp sales growth as well as the ~~benefit~~Impacts of the 53^rd ~~week which lifted segment margin by approximately 0.2 percentage points.~~COVID-19 Pandemic section above.

InDuring the fourth quarter of fiscal ~~2020,~~2021, we announced our plan ~~an increase of approximately 65 HomeGoods stores and 15 Homesense stores, which would increase selling square footage by approximately 11%.~~to make online shopping available on www.homegoods.com in late fiscal 2022.

FOREIGN SEGMENTS

TJX Canada


	Fiscal Year Ended
U.S. dollars in millions	January 30, 2021			February 1, 2020

Net sales	$	2,836		$	4,031
Segment profit	$	124		$	516
Segment margin	4.4		%	12.8		%

Stores in operation at end of period:
Winners	280			279
HomeSense	143			137
Marshalls	102			97
Total	525			513
Selling square footage at end of period (in thousands):
Winners	6,015			5,986
HomeSense	2,644			2,511
Marshalls	2,141			2,043
Total	10,800			10,540

Fiscal Year Ended
U.S. dollars in millions February 2,
2019 February 3,
2018 January 28,
2017
(53 weeks)
Net sales $ 3,869.8
$ 3,642.3
$ 3,171.1
Segment profit $ 551.6
$ 530.1
$ 413.4
Segment profit as a percentage of net sales 14.3 % 14.6 % 13.0 %
Increase in comp sales 4 % 5 % 8 %
Stores in operation at end of period
Winners 271
264
255
HomeSense 125
117
106
Marshalls 88
73
57
Total 484
454
418
Selling square footage at end of period (in thousands)
Winners 5,862
5,780
5,629
HomeSense 2,323
2,179
1,984
Marshalls 1,885
1,621
1,307
Total 10,070
9,580
8,920
Net Sales

Net sales for TJX Canada ~~increased 6%~~decreased 30% for fiscal 2021 compared to last year. The decrease in net sales was primarily due to temporary store closures, closed for approximately 29% of fiscal ~~2019, on top~~2021, as a result of ~~a 15%~~the COVID-19 pandemic. In addition, net sales decreased due to lower customer traffic, partially offset by an increase in ~~fiscal 2018. The increase in~~the average basket. Open-only comp store sales were down 8% for fiscal 2019 reflects comp sales growth of 4% and a 4% increase from non-comp sales, offset by a 2% negative impact of foreign currency translation. The increase in sales for fiscal 2018 reflects comp sales growth of 5%, a 5% increase from non-comp stores, a 3% positive impact of foreign currency translation and a 2% impact of the 53^rd ~~week. The comp sales increase in fiscal 2019 was due to a 5% increase in customer traffic on top of a 5% increase in customer traffic in fiscal 2018.~~2021.

Segment Profit

Segment profit ~~margin decreased to 14.3% in~~was $124 million for fiscal ~~2019~~2021, a decrease of $392 million, compared to ~~14.6%~~a segment profit of $516 million for fiscal 2020.

The decrease was primarily driven by a reduction in sales due to the temporary store closures, including incremental COVID-19 costs. The decline in segment profit was partially offset by improved merchandise margin, a reduction in store payroll while the stores were closed, lower advertising and travel spend and other variable store expense savings. Merchandise margin reflects strong mark-on net of increased markdowns and freight. The reduction in payroll reflects approximately $148 million for fiscal ~~2018.~~2021 from government programs as described in the Impacts of the COVID-19 Pandemic section above. In addition, a significant portion of our occupancy costs are fixed. As a result, while our occupancy costs were comparable to last year, they negatively impacted segment margin by approximately 3.8 percentage points, primarily due to the lower sales volume.

TJX International


	Fiscal Year Ended
U.S. dollars in millions	January 30, 2021			February 1, 2020

Net sales	$	3,842		$	5,665
Segment (loss) profit	$	(504)		$	307
Segment margin	(13.1)		%	5.4		%

Stores in operation at end of period:
T.K. Maxx	602			594
Homesense	78			78
T.K. Maxx Australia	62			54
Total	742			726
Selling square footage at end of period (in thousands):
T.K. Maxx	12,131			11,997
Homesense	1,142			1,149
T.K. Maxx Australia	1,109			990
Total	14,382			14,136

Net Sales

Net sales for TJX International decreased 32% for fiscal 2021 compared to last year. The decrease in ~~segment margin~~net sales was primarily due to the ~~combination~~temporary store closures, closed for approximately 36% of fiscal 2021, as a ~~higher store wage and freight costs,~~result of the COVID-19 pandemic. In addition, net sales decreased due to lower customer traffic, partially offset by ~~expense leverage on the strong comp sales.~~

~~Segment profit margin increased 1.6 percentage points to 14.6% in fiscal 2018. The increase in segment margin was primarily due to the combination of~~ an increase in ~~merchandise margin of 0.6 percentage points, which benefited from~~ the ~~year-over-year increase in the Canadian dollar, and expense leverage on the strong~~average basket. Open-only comp ~~sales. The increase in the segment margin also included a favorable impact of 0.3 percentage points due to foreign currency, primarily the mark-to-market impact of the inventory derivatives. The~~store sales were down 2% for fiscal ~~2018 segment margin also benefited from the 53~~^rd~~week, which lifted the segment margin by approximately 0.1 percentage point.~~2021.

~~In fiscal 2020, we plan an increase of approximately 30 stores in Canada, which would increase selling square footage by~~E-commerce sales were approximately 5%.

~~TJX International~~

Fiscal Year Ended
U.S. dollars in millions February 2,
2019 February 3,
2018 January 28,
2017
(53 weeks)
Net sales $ 5,257.8
$ 4,856.9
$ 4,362.0
Segment profit $ 285.8
$ 249.2
$ 235.5
Segment profit as a percentage of net sales 5.4 % 5.1 % 5.4 %
Increase in comp sales 3 % 2 % 2 %
Stores in operation at end of period
T.K. Maxx 567
540
503
Homesense 68
55
44
T.K. Maxx Australia 44
38
35
Total 679
633
582
Selling square footage at end of period (in thousands)
T.K. Maxx 11,693
11,379
10,787
Homesense 1,029
883
714
T.K. Maxx Australia 814
714
667
Total 13,536
12,976
12,168

Net sales for TJX International increased 8% in fiscal 2019 on top of an 11% increase in fiscal 2018. The increase in sales for fiscal 2019 reflects a 4% increase from non-comp sales, comp sales growth of 3%, and a 1% positive impact from foreign currency translation. The increase in comp sales for fiscal 2019 was driven by a 4% increase in customer traffic. E-commerce sales represent less than 3% of TJX International’s net sales ~~in fiscal 2019 and fiscal 2018. The increase in fiscal 2018 reflects a 7% increase from non-comp sales, comp sales growth of 2% and a 2% benefit from the 53~~^rd~~week. Foreign currency translation had a neutral impact on fiscal 2018 sales growth. The increase in comp sales~~ for fiscal ~~2018~~2021 and 3% for fiscal 2020. Along with our stores, we temporarily closed our online business for a portion of fiscal 2021, due to the COVID-19 pandemic. Once reopened during the second quarter of fiscal 2021, the online business remained open through fiscal 2021.

Segment (Loss) / Profit

Segment loss was $(504) million for fiscal 2021, a decrease of $811 million, compared to a segment profit of $307 million for fiscal 2020.

The decrease was primarily driven by ~~an increase~~a reduction in ~~customer traffic.~~

~~Segment~~sales due to the temporary store closures. In addition, the decrease reflects increased markdowns on merchandise due to the COVID-19 pandemic and incremental COVID-19 costs. The decline in segment profit ~~margin increased to 5.4%~~was partially offset by reduced store payroll, a reduction in occupancy costs and lower advertising and travel spend. The reduction in payroll reflects approximately $140 million for fiscal ~~2019 compared~~2021 from government programs as described in the Impacts of the COVID-19 Pandemic section above. In addition, a significant portion of our occupancy costs are fixed. As a result, while our occupancy costs were comparable to ~~5.1% for fiscal 2018. The increase in~~last year, they negatively impacted segment margin ~~was driven~~ by ~~favorable merchandise margins of 0.4~~approximately 3.1 percentage points, primarily due to the lower markdowns, along with the favorable reserve adjustment relating to a wage audit and expense leverage on occupancy costs. These improvements were partially offset by higher supply chain costs associated with the opening of a new distribution center in fiscal 2018 and higher store payroll, which collectively reduced segment margin by approximately 0.4 percentage points.sales volume.

Segment profit margin decreased 0.3 percentage points to 5.1% in fiscal 2018 compared to 5.4% in fiscal 2017. The decrease in segment margin was driven by higher supply chain costs associated with the opening of a new distribution center and higher store payroll, which collectively reduced segment margin by approximately 0.7 percentage points. Segment margin was also negatively impacted by expense deleverage on the 2% comp sales growth. These declines in segment margin were partially offset by a favorable impact of 0.4 percentage points due to foreign currency, primarily the mark-to-market impact of the inventory derivatives as well as the benefit of the 53^rd~~week, which lifted the segment margin by approximately 0.2 percentage points.~~

~~We expect to add approximately 50 stores to TJX International in fiscal 2020, which would increase selling square footage by approximately 5%.~~

GENERAL CORPORATE EXPENSE


	Fiscal Year Ended							Fiscal Year Ended
In millions	February 2, 2019		February 3, 2018		January 28, 2017		In millions	January 30, 2021		February 1, 2020
			(53 weeks)
General corporate expense	$	545.0	$	515.0	$	408.2	General corporate expense	$	439	$	557

General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our business segments. General corporate expenses are primarily included in SG&A expenses. The mark-to-market adjustment of our fuel hedges is included in cost of sales, including buying and occupancy costs.

The ~~increase~~decrease in general corporate expense for fiscal ~~2019~~2021 was primarily driven by ~~incremental systems~~lower share-based and ~~technology costs, global IT restructuring costs, and higher~~ incentive compensation accruals. Collectively these items increased general corporate expense by approximately $100 million. These increases were partially offset by the absence in fiscal 2019 of the Associate related investments of approximately $70 million incurred in fiscal 2018 associated with the 2017 Tax Act.costs.

The increase in general corporate expense for fiscal 2018 was primarily driven by the incremental investments related to the 2017 Tax Act. These investments include a discretionary bonus to eligible non-bonus plan Associates, additional retirement plan contributions

ANALYSIS OF FINANCIAL CONDITION

Liquidity and ~~contributions to TJX’s charitable foundations, which totaled $100 million in fiscal 2018.~~

~~LIQUIDITY AND CAPITAL RESOURCES~~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 2, 2019,~~January 30, 2021, there were no short-term bank borrowings or commercial paper outstanding.

As part of the actions we have taken, and are continuing to take, relating to the COVID-19 pandemic, as described in Impact of the COVID-19 Pandemic above and in Note B—Impact of the COVID-19 Pandemic of Notes to Consolidated Financial Statements, in the first quarter of fiscal 2021, TJX issued $4 billion aggregate principal amount of notes. In the fourth quarter of fiscal 2021, we refinanced $1.1 billion in aggregate principal amount of our higher interest notes with the issuance and sale of $1 billion in aggregate principal amount of lower interest rate senior notes. For additional information on these transactions, see Note K—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements.

In March 2020, we drew down $1 billion on our revolving credit facilities, subsequently repaying these borrowings in July 2020. On August 10, 2020, we increased our borrowing capacity by entering into a $500 million 364-day facility, making a total of $1.5 billion available to us under revolving credit facilities. See Note K—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for additional details of these transactions.

No dividend was declared in the first nine months of fiscal 2021. In the fourth quarter of fiscal 2021, our Board of Directors declared a quarterly dividend of $0.26 per share, paid in March 2021. We declared a similar dividend of $0.26 per share in the first quarter of Fiscal 2022. We have currently suspended our share repurchase program.

We qualified for certain government programs in the U.S., the U.K., Canada and other jurisdictions to support payroll and other operating costs. We also reduced spending more broadly across the Company, reducing capital spending, evaluating operating expenses and taking actions to reduce ongoing variable and discretionary spending. We negotiated rent deferrals for fiscal 2021 for a significant amount of our stores, primarily for second quarter lease payments, with repayment at later dates, primarily in fiscal 2022. In addition to negotiating deferral of lease payments, we also temporarily extended payment terms on merchandise orders which increased our accounts payable as of the end of the fiscal year, benefiting our operating cash flows. As payment terms are reduced and we make deferred payments, we expect our operating cash flows to be negatively impacted. The challenges posed by the COVID-19 pandemic on our business continue to evolve. Consequently, we will continue to evaluate our financial position in light of future developments, particularly those relating to the COVID-19 pandemic.

We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, described in Note ~~J –~~ K—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are ~~more than~~ adequate to meet our operating needs over the next fiscal year.

We may 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.

As of ~~February 2, 2019,~~January 30, 2021, TJX held ~~$3.0~~$10.5 billion in cash. Approximately $1.2 billion of our cash was held by our foreign subsidiaries with ~~$420.6 million~~$0.8 billion held in countries where we ~~provisionally~~ intend to indefinitely reinvest any undistributed earnings. 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 2, 2019.~~January 30, 2021. 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.

Operating Activities

Net cash provided by operating activities was $4.6 billion in fiscal 2021 and $4.1 billion in fiscal ~~2019, $3.0 billion in fiscal 2018 and $3.6 billion in fiscal 2017. The cash generated from~~2020. Our operating ~~activities in each of these fiscal years was largely due to operating earnings.~~

~~Operating~~ cash flows ~~for fiscal 2019~~ increased by ~~$1.1~~$0.5 billion compared to fiscal ~~2018. Net income, adjusted for non-cash items increased~~2020. The COVID-19 pandemic had a material impact on our operating cash ~~flows~~flows. The loss of sales as a result of temporarily closing our stores and e-commerce businesses resulted in ~~fiscal 2019 as~~net income of $0.1 billion for the twelve month period ended January 30, 2021 compared ~~to fiscal 2018 by $0.5 billion. In addition there was a $0.6~~with net income of $3.3 billion ~~increase~~ in ~~cash flows related to prepaid expenses and other current assets largely due to~~ the ~~prefunding of certain service contracts in fiscal 2018.~~

Operating cash flows for fiscal 2018 decreased by $0.6 billion compared to fiscal 2017. Net income, adjusted for non-cash items increased operating cash flows in fiscal 2018 as compared to fiscal 2017 by $0.3 billion.twelve month period ended February 1, 2020. This ~~increase~~decrease in cash flows was more than offset by the combination of a ~~$0.3~~$2.1 billion favorable impact from the increase in accounts payable, a $0.9 billion favorable impact due to the decrease in ~~cash flows related~~merchandise inventories, as well as a $0.6 billion favorable impact due to the increases in accrued expenses, income taxes payable and lease liabilities. The favorable impact of the change in merchandise inventories, net of ~~related~~ accounts payable a $0.3 billion decrease in cash flows related to accounts receivable and prepaid expenses and a $0.3 billion decrease in cash flows related to accrued expenses and other liabilities. Merchandise inventories, net of related accounts payable increased in fiscal 2018 due in part to the lower inventory levels we carried at fiscal 2017 year end. The increase in accounts receivable was driven by ~~credit card receivables. The increase in prepaid expenses and other current assets was primarily due to the prefunding of certain service contracts as well as~~ the timing of ~~rent~~ payments ~~which was impacted by the timing in our fiscal year end dates. The change in accrued expenses~~for merchandise sold and other liabilities was driven by a reduction in sales taxes and income taxes payable, primarily due to timing of payments and benefits associated with the 2017 Tax Act, as well as a contribution of $100 million to the Company’s defined benefit pension plan in fiscal 2018, as compared to $50 million in fiscal 2017.lower inventories.

Investing Activities

Net cash used in investing activities resulted in net cash outflows of $0.6 billion in fiscal ~~2019, $1.0~~2021 and $1.5 billion in fiscal ~~2018 and $1.2 billion in fiscal 2017.~~2020. The cash outflows for both periods were primarily driven by capital expenditures and, in ~~addition, the activity~~fiscal 2020, we invested $0.2 billion in ~~fiscal 2019 reflects the liquidation of short-term investments by TJX Canada as a result of a repatriation of earnings completed during the second quarter.~~Familia, an established off-price apparel and home fashion retail chain in Russia.

Net cash used in investing activities include capital expenditures for the last ~~three~~two fiscal years as set forth in the table below.


	Fiscal Year Ended
In millions	January 30, 2021		February 1, 2020
New stores	$	61	$	189
Store renovations and improvements	124		363
Office and distribution centers	383		671
Total capital expenditures	$	568	$	1,223

Fiscal Year Ended
In millions
February 2,
2019
February 3,
2018
January 28,
2017
New stores $ 201.2
$ 226.0
$ 191.2
Store renovations and improvements 347.2
335.2
274.8
Office and distribution centers 576.7
496.4
558.7
Total capital expenditures $ 1,125.1
$ 1,057.6
$ 1,024.7

We expect our capital expenditures in fiscal ~~2020~~2022 will be in the range of approximately ~~$1.5~~$1.2 billion to $1.4 billion, including approximately ~~$900 million~~$0.7 billion to $0.8 billion for our offices and distribution centers (including buying and merchandising systems and other information systems) to support growth, approximately ~~$400 million~~$0.4 billion to $0.5 billion for store renovations and approximately ~~$200 million~~$0.1 billion for new stores. We plan to fund these expenditures with our existing cash balances and through internally generated funds.

In fiscal 2019, we purchased $0.2 billion of investments, compared to $0.9 billion in fiscal 2018. Additionally, $0.6 billion of investments were sold or matured during fiscal 2019 compared to $0.9 billion in the prior year. This activity primarily relates to short-term investments which had initial maturities in excess of 90 days and, per our policy, are not classified as cash on the consolidated balance sheets presented.

Financing Activities

Net cash used in financing activities resulted in net cash ~~outflows~~inflows of ~~$3.1~~$3.2 billion in fiscal ~~2019, $2.3~~2021 and net cash outflows of $2.4 billion in fiscal ~~2018 and $1.6 billion in~~2020. In fiscal ~~2017. These~~2021, these cash inflows were primarily driven by debt transactions. In fiscal 2020, the cash outflows were primarily driven by equity repurchases and dividend payments, partially offset by issuances ~~dividend payments~~of common stock.

Debt

The cash inflows in fiscal 2021 were a result of completing the issuance and ~~debt transactions.~~sale in the first quarter of fiscal 2021 of (a) $1.25 billion aggregate principal amount of 3.500% notes due 2025, (b) $0.75 billion aggregate principal amount of 3.750% notes due 2027, (c) $1.25 billion aggregate principal amount of 3.875% notes due 2030 and (d) $0.75 billion aggregate principal amount of 4.500% notes due 2050. In addition, in the first quarter of fiscal 2021, we drew down $1 billion on our previously undrawn revolving credit facilities, which were paid off in full during the second quarter of fiscal 2021. During the fourth quarter, we issued $1 billion in aggregate principal amount of notes and accepted $1.1 billion in combined aggregate principal amount of certain of our notes issued in the first quarter of fiscal 2021 pursuant to cash tender offers. We paid $1.4 billion aggregate consideration in connection with the tender offers, including transaction costs and recorded a $312 million pre-tax loss on the early extinguishment for the accepted notes. See Note K—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for additional information.

Equity

TJX repurchased and retired 51.8 million shares of its common stock at a cost of $2.5 billion during fiscal 2019, on a “trade date basis.” TJX reflects stock repurchases in its financial statements on a “settlement date” or cash basis. Under our stock repurchase programs, ~~we spent $2.4~~during the first quarter of fiscal 2021, TJX paid $0.2 billion to repurchase ~~50.8~~and subsequently retired 3.4 million shares of our stock on a settlement basis. These outflows were offset by proceeds from the exercise of employee stock options, net of shares withheld for taxes in fiscal 2021. Under our stock repurchase programs, TJX spent $1.6 billion to repurchase 28.2 million shares of our stock in fiscal ~~2019, $1.6 billion to repurchase 44.4 million shares of our stock in fiscal 2018 and $1.7 billion to repurchase 44.6 million shares of our stock in fiscal 2017.~~

2020. For further information regarding equity repurchases, see Note ~~D –~~ E—Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.

In February ~~2019, our~~2020, TJX announced that its Board of Directors had approved ~~an additional~~a new stock repurchase program ~~authorizing~~that authorizes the repurchase of up to an additional $1.5 billion of TJX ~~stock. We currently plan~~common stock from time to time. In March 2020, in connection with the actions taken related to the COVID-19 pandemic as described in Impact of the COVID-19 Pandemic above and in Note B—Impact of the COVID-19 Pandemic of Notes to Consolidated Financial Statements, we suspended our share repurchase approximately $1.75 billion to $2.25 billion of stock under our stock repurchase programs in fiscal 2020. 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.program.

Dividends

In March 2020, we paid our quarterly dividend declared in the fourth quarter of fiscal 2020, which totaled $0.3 billion. As a result of the uncertainty surrounding the COVID-19 pandemic, no dividends were declared in the first nine months of fiscal 2021. The Board of Directors declared a quarterly dividend of $0.26 per share in the fourth quarter of fiscal 2021, paid in March 2021. We also declared a similar dividend of $0.26 per share in the first quarter of fiscal 2022. TJX declared quarterly dividends on our common stock which totaled ~~$0.78~~$0.92 per share in fiscal ~~2019, $0.625 per share in fiscal 2018 and $0.52 per share in fiscal 2017.~~2020. Cash payments for dividends on our common stock totaled ~~$923 million~~$0.3 billion in fiscal ~~2019, $764 million~~2021 and $1.1 billion in fiscal ~~2018 and $651 million in fiscal 2017.~~2020. We also received proceeds from the exercise of employee stock options of ~~$255 million~~$0.2 billion in both fiscal ~~2019, $134 million in~~2021 and fiscal 2018 and $164 million in fiscal 2017. We expect to pay quarterly dividends for fiscal 2020 of $0.23 per share, or an annual dividend of $0.92 per share, subject to the declaration and approval of our Board of Directors. This would represent an 18% increase over the per share dividends declared and paid in fiscal 2019.2020.

~~Debt~~

During the fiscal 2017 third quarter we received net proceeds of $992.5 million from the issuance of $1 billion of 2.25% ten-year notes. A portion of the proceeds were used to redeem our $375 million 6.95% notes prior to their scheduled maturity. The redemption of the notes, including the prepayment penalty, resulted in cash outflows of $426 million.

~~For further information regarding debt, see Note J – Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements.~~

Contractual Obligations

As of ~~February 2, 2019,~~January 30, 2021, we had known contractual obligations under long-term debt arrangements (including current installments), other long-term obligations, operating leases for property and equipment and purchase obligations as follows:


	Payments Due by Period
In millions	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Long-term debt and other long-term obligations(a)	$	7,510	$	918	$	808	$	1,518	$	4,266
Operating lease liabilities, including imputed interest(b)	10,277		2,050		3,300		2,419		2,508
Purchase obligations(c)	5,019		4,785		232		2		—
Total obligations	$	22,806	$	7,753	$	4,340	$	3,939	$	6,774

In thousands Payments Due by Period
Tabular Disclosure of Contractual Obligations Total Less Than 1 Year 1-3 Years 3-5 Years More Than 5 Years
Long-term debt and other long-term obligations ⁽¹⁾
$ 2,537,813
$ 55,625
$ 850,938
$ 563,750
$ 1,067,500
Operating lease commitments ⁽²⁾
9,791,971
1,676,700
3,044,822
2,295,604
2,774,845
Purchase obligations ⁽³⁾
3,843,184
3,666,288
155,963
20,933
—
Total obligations $ 16,172,968
$ 5,398,613
$ 4,051,723
$ 2,880,287
$ 3,842,345
(a)Includes estimated interest costs.


~~(1)~~	~~Includes estimated interest costs.~~


~~(2)~~	Reflects minimum rent. Does not include costs for insurance, real estate taxes, other operating expenses and, in some cases, rentals based on a percentage of sales; these items totaled approximately one-third of the total minimum rent for fiscal 2019.


~~(3)~~	Includes estimated 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. Excludes agreements that can be canceled without penalty.

(b)Operating lease liabilities 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 our Lease Accounting Policy. The balances do not include variable costs for insurance, real estate taxes, other operating expenses and, in some cases, rentals based on a percentage of sales; these items totaled approximately one-third of the total minimum rent for fiscal 2021.

(c)Includes estimated 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. Excludes agreements that can be canceled without penalty.

We also have long-term liabilities for which it is not reasonably possible for us to predict when they may be paid which include ~~$449.1~~$680 million for employee compensation and benefits and ~~$235.5~~$264 million for uncertain tax positions.

CRITICAL ACCOUNTING POLICIES

We prepare our consolidated financial statements in accordance with GAAP which ~~require~~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 policies, involving management estimates and ~~judgments,~~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 T.K. 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. Typically, a significant area of judgment in the retail method is the amount and timing of permanent markdowns. However, as a normal business practice, 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, ~~but~~however we take a full physical inventory near the fiscal year end to determine shrinkage at year end. ~~Historically, the variance between estimated shrinkage and actual shrinkage has not been material to our annual financial results.~~ We do not generally enter into arrangements with vendors that provide for rebates and allowances that could ultimately affect the value of inventory.

Impairment of Long-lived Assets ~~Goodwill and Tradenames~~

We evaluate our long-lived assets, ~~goodwill and tradenames~~inclusive of operating lease right of use assets, for ~~indicators of~~ impairment ~~at least annually in the fourth quarter of each fiscal year or~~ whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Significant judgment is involved in projecting the cash flows of individual stores, ~~as well as of our business units,~~ which involve a number of factors including historical trends, recent performance and general economic assumptions. If we determine that an impairment ~~of long-lived assets or tradenames~~ has occurred, we record an impairment charge equal to the excess of the carrying value of those assets over the estimated fair value of the assets. IfWe estimate fair value by obtaining market appraisals or using other valuation techniques.

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 our Consolidated Balance Sheets. Right of use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. At the inception of the arrangement, we determine ~~that~~if an ~~impairment~~arrangement is a lease based on assessment of ~~goodwill has occurred, we record an impairment charge equal~~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 our leases are retail store locations and the possession date is typically 30 to 60 days prior to the ~~excess~~opening of the ~~carrying~~store and generally occurs before the commencement of the lease term, as specified in the lease. Our lessors do not provide an implicit rate, nor is one readily available, therefore we use our 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 ~~applicable reporting unit~~US Consumer Discretionary yield curve and adjusted for collateralization and foreign currency impact for TJX International and TJX Canada leases. The operating lease ROU asset also includes any acquisition costs offset by lease incentives. Our lease terms include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the ~~estimated fair value~~lease term within “Cost of the reporting unit, but not in excess of the carrying amount of goodwill. We determine the fair value of our business units using the discounted cash flow method which requires assumptions for the weighted average cost of capital (“WACC”)sales, including buying and ~~revenue growth for the related business unit. The fair value of our business units exceeds their carrying value by a significant amount.~~occupancy costs”.

Reserves for Uncertain Tax Positions

~~Like~~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, ~~expirations~~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, such as the recently enacted 2017 Tax Act.~~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.

The 2017 Tax Act significantly changes how corporations are taxed, requiring complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in interpretation of the provisions and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of the 2017 Tax Act will be applied or otherwise administered that is different from our interpretation. As we continue our analysis of the 2017 Tax Act, collect and prepare necessary data, and interpret any additional guidance, we may make adjustments to amounts that we have recorded that may materially impact our provision for income taxes in the period in which the adjustments are made.

Loss Contingencies

Certain conditions may exist as of the date the 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 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 new accounting pronouncements related to income taxes, see Note A- 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 financial statements.

ITEM 7A. Quantitative and Qualitative Disclosure about Market Risk

TJX is 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 of stores 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- F—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% ~~adverse~~ movement in foreign currency exchange rates applied to the hedging contracts and the underlying exposures described above as well as the translation of our foreign operations into our reporting currency. ~~As of February 2, 2019 and February 3, 2018, the~~The analysis indicated ~~that such an adverse movement would not have~~ a ~~material effect~~potential impact of approximately $38 million on ~~our consolidated financial position but could have reduced~~ our pre-tax income byin fiscal 2021 and approximately ~~$84 million and $78~~$82 million in fiscal ~~years 2019 and 2018, respectively.~~2020.

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- J—Pension Plans and Other Retirement Benefits of Notes to Consolidated Financial Statements) in a manner that attempts to ~~minimize and control~~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-38~~F-40 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 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 ~~2019~~2021 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.

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 financial statements.~~

–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 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 2, 2019~~January 30, 2021 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 2, 2019.~~

~~(d) Attestation Report of the Independent Registered Public Accounting Firm~~January 30, 2021.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on ~~our~~the consolidated financial statements contained herein, has audited the effectiveness of our internal control over financial reporting as of ~~February 2, 2019,~~January 30, 2021, and has issued an attestation report on the effectiveness of our internal ~~control~~controls over financial reporting included herein.

ITEM 9B. Other Information

Not applicable.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The information concerning our executive officers is set forth under the heading ~~“Executive Officers of the Registrant”~~“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 2, 2019 (Proxy Statement)~~January 30, 2021 ("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 ~~Committees~~Leadership and ~~Meetings,~~Committees,” and “Audit Committee Report” and, inif applicable, “Beneficial Ownership” ~~in “Section~~and “Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance”~~Reports” 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, financial and legal 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 Directors Code of Business Conduct and 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 Directors 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.

ITEM 11. Executive Compensation

The information required by this Item will appear under the headings “Compensation Discussion and Analysis,” “Compensation Tables,” “Director Compensation” and “Compensation Program Risk Assessment” in our Proxy Statement, which sections 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 “Corporate Governance,” including in “Transactions with Related Persons” and “Board Independence,” in our Proxy Statement, which section is incorporated herein by reference.

ITEM 14. Principal Accountant Fees and Services

The information required by this Item will appear under the headings “Audit Committee Report” and “Auditor Fees” in our Proxy Statement, which sections are incorporated herein by reference.

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

(a) FINANCIAL STATEMENT SCHEDULES

For a list of the consolidated financial information ~~included~~`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 January 30, 2021	$	109	$	3,530	$	3,471	$	168
Fiscal Year Ended February 1, 2020	$	104	$	4,862	$	4,857	$	109
Fiscal Year Ended February 2, 2019	$	103	$	4,862	$	4,861	$	104

In thousands Balance Beginning of Period Amounts Charged to Net Income Write-Offs Against Reserve
Balance End of
Period
Sales Return Reserve:
Fiscal Year Ended February 2, 2019⁽¹⁾
$ 103,243
$ 4,861,960
$ 4,861,703
$ 103,500
Fiscal Year Ended February 3, 2018⁽²⁾
$ 43,236
$ 2,073,146
$ 2,071,237
$ 45,145
Fiscal Year Ended January 28, 2017⁽²⁾
$ 41,723
$ 1,926,489
$ 1,924,976
$ 43,236


~~(1)~~	Upon adoption of Revenue Recognition (Topic 606) in the first quarter of fiscal 2019, the sales return reserve balance now reflects the gross sales amount whereas prior years' reflect the sales net of estimated value of merchandise to be returned.

~~(2)~~

During fiscal 2019, the Company identified that while the net sales return reserve balances recorded on our balance sheets and in this schedule for fiscal 2018 and 2017 were properly stated, the amounts disclosed as “Amounts Charged to Net Income” and “Write Offs Against Reserve” were understated by $0.5 billion and $0.4 billion in fiscal 2018 and fiscal 2017, respectively. The Company concluded these errors are not material to prior periods, however, the amounts disclosed in the above schedule have been revised to reflect the correct activity.

(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.

Incorporate by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing
Date

3(i).1

Fifth Restated Certificate of Incorporation

10-K

3(i).1

4/3/2019

3(ii).1

By-laws of TJX, as amended

8-K

3.1

2/5/2018

4.01

Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009 (File No. 333-158360)

S-3

4.1

4/2/2009

4.02

Third Supplemental Indenture dated as of May 2, 2013 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

5/2/2013

4.03

Fourth Supplemental Indenture dated as of June 5, 2014 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

6/5/2014

4.04

Indenture between TJX and U.S. Bank National Association dated September 12, 2016

8-K

4.1

9/12/2016

4.05

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

4.06

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

4.07

First Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

8-K

4.2

4/1/2020

4.08

Second Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

8-K

4.3

4/1/2020

4.09

Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

8-K

4.4

4/1/2020

4.10

Fourth Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

8-K

4.5

4/1/2020

4.11

Fifth Supplemental Indenture, dated as of November 30, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

8-K

4.1

12/3/2020

4.12

Sixth Supplemental Indenture, dated as of November 30, 2020 by and TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.

8-K

4.2

12/3/2020

4.13

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 Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*

10-Q

10.4

12/4/2018

10.05

The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX*

10-K

10.05

4/3/2019

10.06

The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*

10-K

10.4

4/4/2018

10.07

The Executive Severance Plan Participation Agreement dated September 27, 2018 between Richard Sherr and TJX*

10-Q

10.6

12/4/2018

10.08

The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, 2019*

10-K

10.10

4/3/2019

10.09

The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of January 29, 2021, filed herewith*

10.10

The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*

10-K

10.5

4/4/2018

10.11

The Executive Severance Plan Participation Agreement dated September 27, 2018 between Scott Goldenberg and TJX*

10-Q

10.5

12/4/2018

Incorporate by Reference
Exhibit No. Description Form Exhibit No.
Filing
Date
3(i).1
Fifth Restated Certificate of Incorporation, filed herewith

3(ii).1
By-laws of TJX, as amended
8-K 3.1 2/5/2018
4.01
Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009 (File No. 333-158360)
S-3 4.1 4/2/2009
4.02
Third Supplemental Indenture dated as of May 2, 2013 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 5/2/2013
4.03
Fourth Supplemental Indenture dated as of June 5, 2014 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 6/5/2014
4.04
Indenture between TJX and U.S. Bank National Association dated September 12, 2016
8-K 4.1 9/12/2016
4.05
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
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, filed herewith*

10.04
The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*
10-Q 10.4 12/4/2018
10.05
The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX, filed herewith*

10.06
The Employment Agreement dated March 10, 2017 between and among Michael MacMillan, Winners Merchants International LP and TJX*
10-K 10.4 3/28/2017
10.07
The Letter Agreement dated January 16, 2018 between Michael MacMillan and TJX*
10-K 10.3 4/4/2018

Incorporate by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing
Date

10.12

The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, 2019*

10-K

10.13

4/3/2019

10.13

The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of January 29, 2021, filed herewith*

10.14

The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*

10-K

10.6

4/4/2018

10.15

The Executive Severance Plan Participation Agreement dated September 27, 2018 between Kenneth Canestrari and TJX*

10-Q

10.7

12/4/2018

10.16

The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, 2019*

10-K

10.16

4/3/2019

10.17

The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of January 29, 2021, filed herewith*

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

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, filed herewith*

10.22

The Stock Incentive Plan (2013 Restatement)*

10-Q

10.1

5/31/2013

10.23

The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016*

10-Q

10.1

8/26/2016

10.24

The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017*

10-K

10.8

3/28/2017

10.25

The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, 2018*

10-K

10.23

4/3/2019

10.26

The Stock Incentive Plan Rules for U.K. Employees, effective as of September 17, 2018*

10-Q

10.1

12/4/2018

10.27

The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 9, 2010*

10-Q

10.2

11/24/2010

10.28

The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 9, 2010*

10-K

10.19

3/27/2012

10.29

The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012*

10-Q

10.1

11/29/2012

10.30

The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012*

10-Q

10.2

11/29/2012

10.31

The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013*

10-Q

10.1

12/3/2013

10.32

The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2013*

10-Q

10.2

12/3/2013

10.33

The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014*

10-Q

10.4

12/2/2014

10.34

The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014*

10-Q

10.5

12/2/2014

10.35

The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015*

10-Q

10.1

12/1/2015

10.36

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

10.37

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

10.38

The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 3, 2018*

10-Q

10.1

6/1/2018

10.39

The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 3, 2018*

10-Q

10.2

6/1/2018

10.40

The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 1, 2019*

10-Q

10.01

5/31/2019

10.41

The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 1, 2019*

10-Q

10.02

5/31/2019

Incorporate by Reference
Exhibit No. Description Form Exhibit No.
Filing
Date
10.08
The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*
10-K 10.4 4/4/2018
10.09
The Executive Severance Plan Participation Agreement dated September 27, 2018 between Richard Sherr and TJX*
10-Q 10.6 12/4/2018
10.10
The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, 2019, filed herewith*

10.11
The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*
10-K 10.5 4/4/2018
10.12
The Executive Severance Plan Participation Agreement dated September 27, 2018 between Scott Goldenberg and TJX*
10-Q 10.5 12/4/2018
10.13
The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, 2019, filed herewith*

10.14
The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*
10-K 10.6 4/4/2018
10.15
The Executive Severance Plan Participation Agreement dated September 27, 2018 between Kenneth Canestrari and TJX*
10-Q 10.7 12/4/2018
10.16
The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, 2019, filed herewith*

10.17
The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX*
10-K 10.7 4/4/2018
10.18
The Executive Severance Plan Participation Agreement dated September 27, 2018 between Douglas Mizzi and TJX*
10-Q 10.8 12/4/2018
10.19
The Amendment to the Employment Agreement between Douglas Mizzi and TJX effective as of February 13, 2019, filed herewith*

10.20
The Stock Incentive Plan (2013 Restatement)*
10-Q 10.1 5/31/2013
10.21
The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016*
10-Q 10.1 8/26/2016
10.22
The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017*
10-K 10.8 3/28/2017
10.23
The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, 2018, filed herewith*

10.24
The Stock Incentive Plan Rules for U.K. Employees, effective as of September 17, 2018*
10-Q 10.1 12/4/2018
10.25
The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2009*
10-Q 12.1 12/1/2009
10.26
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2009*
10-Q 12.2 12/1/2009
10.27
The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 9, 2010*
10-Q 10.2 11/24/2010
10.28
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 9, 2010*
10-K 10.19 3/27/2012
10.29
The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012*
10-Q 10.1 11/29/2012
10.30
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012*
10-Q 10.2 11/29/2012
10.31
The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013*
10-Q 10.1 12/3/2013
10.32
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2013*
10-Q 10.2 12/3/2013
10.33
The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014*
10-Q 10.4 12/2/2014
10.34
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014*
10-Q 10.5 12/2/2014
10.35
The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015*
10-Q 10.1 12/1/2015
10.36
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
10.37
The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of March 29, 2016*
10-Q 10.1 5/27/2016
10.38
The Form of Performance-Based Deferred Stock award granted under the Stock Incentive Plan as of April 4, 2017*
10-Q 10.1 5/26/2017

Incorporate by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing
Date

10.42

The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*

10-K

10.20

3/31/2015

10.43

The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016*

10-Q

10.2

8/26/2016

10.44

The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)*

10-K

10.22

4/2/2013

10.45

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

10.46

The Second Amendment to the GDCP, effective January 1, 2000*

10-K

10.10

4/28/2000

10.47

The Third and Fourth Amendments to the GDCP*

10-K

10.17

3/29/2006

10.48

The Fifth Amendment to the GDCP, effective January 1, 2008*

10-K

10.17

3/31/2009

10.49

The Supplemental Executive Retirement Plan (2015 Restatement)*

10-Q

10.3

5/29/2015

10.50

The Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) (the ESP)*

10-K

10.25

3/31/2015

10.51

The First Amendment to the ESP, dated December 30, 2015*

10-K

10.25

3/29/2016

10.52

The Form of TJX Indemnification Agreement for its executive officers and directors*(p)

10-K

10(r)

4/27/1990

10.53

The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company*(p)

10-K

10(y)

4/28/1988

10.54

The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, N.A.)*(p)

10-K

10(z)

4/28/1988

10.55

The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust Company*

10-Q

10.5

10/31/2015

10.56

First Amendment to 2022 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S. Bank National Association, as administrative agent, and each of the lenders party thereto

10-K

10.55

3/27/2020

10.57

Second Amendment to 2022 Revolving Credit Agreement, dated as of May 15, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent.

8-K

10.1

5/21/2020

10.58

Third Amendment to 2022 Revolving Credit Agreement, dated as of November 24, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent, filed herewith

10.59

First Amendment to 2024 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S. Bank National Association, as administrative agent, and each of the lenders party thereto

10-K

10.56

3/27/2020

10.60

Second Amendment to 2024 Revolving Credit Agreement, dated as of May 15, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent

8-K

10.2

5/21/2020

10.61

Third Amendment to 2024 Revolving Credit Agreement, dated as of November 24, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent, filed herewith

10.62

364 Day Revolving Credit Agreement, dated August 10, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners.

8-K

10.1

8/11/2020

10.63

First Amendment to 364 Day Revolving Credit Agreement, dated November 24, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners, filed herewith

Subsidiaries of TJX, filed herewith

Consent of Independent Registered Public Accounting Firm, filed herewith

Power of Attorney given by the Directors and certain Executive Officers of TJX, filed herewith

31.1

Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

Incorporate by Reference
Exhibit No. Description Form Exhibit No.
Filing
Date
10.39
The Performance-Based Restricted Stock Award granted under the Stock Incentive Plan on January 29, 2016 to Carol Meyrowitz*
10-K 10.18 3/29/2016
10.40
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
10.41
The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 3, 2018*
10-Q 10.1 6/1/2018
10.42
The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 3, 2018*
10-Q 10.2 6/1/2018
10.43
The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*
10-K 10.20 3/31/2015
10.44
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
10.45
Description of Director Compensation Arrangements, filed herewith*

10.46
The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)*
10-K 10.22 4/2/2013
10.47
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
10.48
The Second Amendment to the GDCP, effective January 1, 2000*
10-K 10.10 4/28/2000
10.49
The Third and Fourth Amendments to the GDCP*
10-K 10.17 3/29/2006
10.50
The Fifth Amendment to the GDCP, effective January 1, 2008*
10-K 10.17 3/31/2009
10.51
The Supplemental Executive Retirement Plan (2015 Restatement)*
10-Q 10.3 5/29/2015
10.52
The Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) (the ESP)*
10-K 10.25 3/31/2015
10.53
The First Amendment to the ESP, dated December 30, 2015*
10-K 10.25 3/29/2016
10.54 The Form of TJX Indemnification Agreement for its executive officers and directors*(p) 10-K 10(r) 4/27/1990
10.55 The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company*(p) 10-K 10(y) 4/28/1988
10.56 The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, N.A.)*(p) 10-K 10(z) 4/28/1988
10.57
The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust Company*
10-Q 10.5 10/31/2015
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

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

101 The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019, formatted in XBRL (Extensible Business Reporting Language): (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

Incorporate by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing
Date

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

101

The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 30, 2021, 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 January 30, 2021, formatted in iXBRL (included in Exhibit 101)

* Management contract or compensatory plan or arrangement.


~~(p)~~	~~Paper filing.~~

(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.

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/ SCOTT GOLDENBERG

Dated:

~~April 3, 2019~~March 31, 2021

Scott Goldenberg, 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/ SCOTT GOLDENBERG
Ernie Herrman, Chief Executive Officer, President and Director (Principal Executive Officer)						Scott Goldenberg, Chief Financial Officer (Principal Financial and Accounting Officer)

ZEIN ABDALLA*						MICHAEL F. HINES*
Zein Abdalla, Director						Michael F. Hines, Director

JOSÉ B. ALVAREZ*						AMY B. LANE*
~~Zein Abdalla,~~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*						JOHN F. O’BRIEN*
David T. Ching, Director						John F. O’Brien, Director

MICHAEL F. HINESC. KIM GOODWIN						WILLOW B. SHIRE*
~~Michael F. Hines,~~C. Kim Goodwin, Director						Willow B. Shire, Director



		*BY	/s/ SCOTT GOLDENBERG
Dated:	~~April 3, 2019~~March 31, 2021		Scott Goldenberg, as attorney-in-fact

The TJX Companies, Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended January 30, 2021, February 1, 2020 and February 2, ~~2019, February 3, 2018 and January 28, 2017.~~2019.

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 2, 2019~~January 30, 2021 and February ~~3, 2018,~~1, 2020, and the related consolidated statements of income, of comprehensive income, ~~shareholders’~~of shareholders' equity and of cash flows for each of the three years in the period ended ~~February 2, 2019,~~January 30, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended ~~February 2, 2019~~January 30, 2021 appearing under Item ~~15 (a)~~15(a) (collectively referred to as the “consolidated financial statements”). We also have audited the ~~Company’s~~Company's internal control over financial reporting as of ~~February 2, 2019,~~January 30, 2021, 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 2, 2019~~January 30, 2021 and February ~~3, 2018,~~1, 2020, and the results of its operations and its cash flows for each of the three years in the period ended ~~February 2, 2019~~January 30, 2021 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 2, 2019,~~January 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note A to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of February 3, 2019.

Basis for Opinions

The ~~Company’s~~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~~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~~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.

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 (Benefit) Provision

As described in Note L to the consolidated financial statements, the Company recorded a benefit for income taxes of $1.2 million for the year ended January 30, 2021, has a deferred tax asset net of deferred tax liability of $90 million, including a valuation allowance of $77 million, as of January 30, 2021 and total gross unrecognized tax benefits of $269 million as of January 30, 2021, of which $250 million would affect the Company’s effective tax rate if recognized in a future period. The Company is subject to taxation in the United States, as well as various 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 (benefit) provision for income taxes.

The principal considerations for our determination that performing procedures relating to the (benefit) provision for income taxes is a critical audit matter are the (i) the significant judgment by management when determining the (benefit) provision for income taxes, which led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures relating to the (benefit) 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 (benefit) provision for income taxes. These procedures also included, among others (i) testing the (benefit) provision for income taxes, including the rate reconciliation and current and deferred tax (benefit) provision, and (ii) evaluating the completeness of uncertain tax positions, including application of foreign and domestic tax laws and regulations.

/s/PricewaterhouseCoopers LLP

Boston, Massachusetts

~~April 3, 2019~~March 31, 2021

We have served as the Company’s auditor since 1962.

F-3

~~The~~THE TJX ~~Companies, Inc.~~COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

Fiscal Year Ended
Amounts in thousands except per share amounts February 2
2019 February 3
2018 January 28
2017
(53 weeks)
Net sales $ 38,972,934
$ 35,864,664
$ 33,183,744
Cost of sales, including buying and occupancy costs 27,831,177
25,502,167
23,565,754
Selling, general and administrative expenses 6,923,564
6,375,071
5,768,467
Impairment of goodwill and other long-lived assets, related to Sierra —
99,250
—
Loss on early extinguishment of debt —
—
51,773
Pension settlement charge 36,122
—
31,173
Interest expense, net 8,860
31,588
43,534
Income before provision for income taxes 4,173,211
3,856,588
3,723,043
Provision for income taxes 1,113,413
1,248,640
1,424,809
Net income $ 3,059,798
$ 2,607,948
$ 2,298,234
Basic earnings per share:
Net income $ 2.47
$ 2.05
$ 1.75
Weighted average common shares – basic 1,241,153
1,273,654
1,311,294
Diluted earnings per share:
Net income $ 2.43
$ 2.02
$ 1.73
Weighted average common shares – diluted 1,259,252
1,292,209
1,328,864


	Fiscal Year Ended
	January 30, 2021		February 1, 2020		February 2, 2019


Net sales	$	32,136,962	$	41,716,977	$	38,972,934
Cost of sales, including buying and occupancy costs	24,533,815		29,845,780		27,831,177
Selling, general and administrative expenses	7,020,917		7,454,988		6,923,564
Loss on early extinguishment of debt	312,233		0		0

Interest expense, net	180,734		10,026		8,860
Pension settlement charge	0		0		36,122
Income before income taxes	89,263		4,406,183		4,173,211
Benefit (provision) for income taxes	1,207		(1,133,990)		(1,113,413)
Net income	$	90,470	$	3,272,193	$	3,059,798

Basic earnings per share	$	0.08	$	2.71	$	2.47
Weighted average common shares – basic	1,199,927		1,208,163		1,241,153

Diluted earnings per share	$	0.07	$	2.67	$	2.43
Weighted average common shares – diluted	1,214,703		1,226,519		1,259,252

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

F-4

~~The~~THE TJX ~~Companies, Inc.~~COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

IN THOUSANDS

Fiscal Year Ended
In thousands February 2
2019 February 3
2018 January 28
2017
(53 weeks)
Net income $ 3,059,798
$ 2,607,948
$ 2,298,234
Additions to other comprehensive income:
Foreign currency translation adjustments, net of related tax benefit of $8,233 in fiscal 2019, and provisions of $36,929 and $25,656 in fiscal 2018 and fiscal 2017, respectively (192,664 ) 211,752
(52,611 )
Gain on net investment hedges, net of related tax provision of $7,113 in fiscal 2019 19,538
—
—
Recognition of net gains/losses on benefit obligations, net of related tax benefit of $19,813 in fiscal 2019, provision of $8,989 in fiscal 2018 and benefit of $7,394 in fiscal 2017 (54,420 ) 24,691
(11,239 )
Reclassifications from other comprehensive income to net income:
Pension settlement charge, net of related tax provision of $9,641 in fiscal 2019 and $12,369 in fiscal 2017 26,481
—
18,804
Amortization of loss on cash flow hedge, net of related tax provisions of $304, $438 and $450 in fiscal 2019, 2018 and 2017, respectively 847
696
684
Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $4,280, $9,592, and $11,584 in fiscal 2019, 2018 and 2017, respectively 11,756
15,228
17,608
Other comprehensive (loss) income, net of tax (188,462 ) 252,367
(26,754 )
Total comprehensive income $ 2,871,336
$ 2,860,315
$ 2,271,480


	Fiscal Year Ended
	January 30, 2021		February 1, 2020		February 2, 2019


Net income	$	90,470	$	3,272,193	$	3,059,798
Additions to other comprehensive income (loss):
Foreign currency translation adjustments, net of related tax provision of $2,442 in fiscal 2021 and tax benefits of $1,189 and $8,233 in fiscal 2020 and 2019, respectively	15,588		(3,943)		(192,664)
Gain on net investment hedges, net of related tax provision of $7,113 in fiscal 2019	0		0		19,538
Recognition of net gains/losses on benefit obligations, net of related tax provision of $9,974 in fiscal 2021 and tax benefits of $20,489 and $19,813 in fiscal 2020 and 2019, respectively	30,635		(56,275)		(54,420)
Reclassifications from other comprehensive loss to net income:
Pension settlement charge, net of related tax provision of $9,641 in fiscal 2019	0		0		26,481
Amortization of loss on cash flow hedge, net of related tax provisions of $303, $303, and $304 in fiscal 2021, 2020 and 2019, respectively	831		831		847
Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $7,298, $6,019, and $4,280, in fiscal 2021, 2020 and 2019, respectively	20,046		16,537		11,756
Other comprehensive income (loss), net of tax	67,100		(42,850)		(188,462)
Total comprehensive income	$	157,570	$	3,229,343	$	2,871,336

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

F-5

~~The~~THE TJX ~~Companies, Inc.~~COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

Fiscal Year Ended
Amounts in thousands except share amounts February 2,
2019 February 3,
2018
ASSETS
Current assets:
Cash and cash equivalents $ 3,030,229
$ 2,758,477
Short-term investments —
506,165
Accounts receivable, net 346,298
327,166
Merchandise inventories 4,579,033
4,187,243
Prepaid expenses and other current assets 513,662
706,676
Total current assets 8,469,222
8,485,727
Net property at cost 5,255,208
5,006,053
Non-current deferred income taxes, net 6,467
6,558
Goodwill 97,552
100,069
Other assets 497,580
459,608
TOTAL ASSETS $ 14,326,029
$ 14,058,015
LIABILITIES
Current liabilities:
Accounts payable $ 2,644,143
$ 2,488,373
Accrued expenses and other current liabilities 2,733,076
2,522,961
Federal, state and foreign income taxes payable 154,155
114,203
Total current liabilities 5,531,374
5,125,537
Other long-term liabilities 1,354,242
1,320,505
Non-current deferred income taxes, net 158,191
233,057
Long-term debt 2,233,616
2,230,607
Commitments and contingencies (See Note L and 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 1,217,182,508 and 1,256,018,044, respectively 1,217,183
1,256,018
Additional paid-in capital —
—
Accumulated other comprehensive (loss) income (630,321 ) (441,859 )
Retained earnings 4,461,744
4,334,150
Total shareholders’ equity 5,048,606
5,148,309
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 14,326,029
$ 14,058,015


	Fiscal Year Ended
	January 30, 2021		February 1, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	10,469,570	$	3,216,752

Accounts receivable, net	461,139		386,261
Merchandise inventories	4,337,389		4,872,592
Prepaid expenses and other current assets	434,977		368,048
Federal, state and foreign income taxes recoverable	36,262		46,969
Total current assets	15,739,337		8,890,622
Net property at cost	5,036,096		5,325,048
Non-current deferred income taxes, net	127,191		12,132
Operating lease right of use assets	8,989,998		9,060,332
Goodwill	98,998		95,546
Other assets	821,935		761,323
TOTAL ASSETS	$	30,813,555	$	24,145,003
LIABILITIES
Current liabilities:
Accounts payable	$	4,823,397	$	2,672,557
Accrued expenses and other current liabilities	3,471,459		3,041,774
Current portion of operating lease liabilities	1,677,605		1,411,216
Current portion of long-term debt	749,684		0
Federal, state and foreign income taxes payable	81,523		24,700
Total current liabilities	10,803,668		7,150,247
Other long-term liabilities	1,063,902		851,116
Non-current deferred income taxes, net	37,164		142,170
Long-term operating lease liabilities	7,743,216		7,816,633
Long-term debt	5,332,921		2,236,625
Commitments and contingencies (See Note O)	0		0
SHAREHOLDERS’ EQUITY
Preferred stock, authorized 5,000,000 shares, par value $1, 0 shares issued	0		0
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,204,698,124 and 1,199,099,768, respectively	1,204,698		1,199,100
Additional paid-in capital	260,515		0
Accumulated other comprehensive (loss) income	(606,071)		(673,171)
Retained earnings	4,973,542		5,422,283
Total shareholders’ equity	5,832,684		5,948,212
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	30,813,555	$	24,145,003

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

F-6

~~The~~THE TJX ~~Companies, Inc.~~COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS


											Fiscal Year Ended
	Fiscal Year Ended										January 30, 2021		February 1, 2020		February 2, 2019
In thousands	February 2, 2019			February 3, 2018			January 28, 2017
				(53 weeks)
Cash flows from operating activities:										Cash flows from operating activities:
Net income	$	3,059,798		$	2,607,948		$	2,298,234		Net income	$	90,470	$	3,272,193	$	3,059,798
Adjustments to reconcile net income to net cash provided by operating activities:										Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	819,655			725,957			658,796			Depreciation and amortization	870,758		867,303		819,655
Loss on early extinguishment of debt										Loss on early extinguishment of debt	312,233		0		0
Loss on property disposals and impairment charges	17,653			8,871			5,207			Loss on property disposals and impairment charges	83,794		16,054		17,653
Deferred income tax (benefit)	(88,594		)	(137,440		)	(5,503		)	Deferred income tax (benefit)	(230,690)		(6,233)		(88,594)
Share-based compensation	103,557			101,362			102,251			Share-based compensation	58,519		124,957		103,557
Impairment of goodwill and long-lived assets, related to Sierra	—			99,250			—
Loss on early extinguishment of debt	—			—			51,773

Pension settlement charge	36,122			—			31,173			Pension settlement charge	0		0		36,122
Excess tax benefits from share-based compensation	—			—			(70,999		)

Changes in assets and liabilities:										Changes in assets and liabilities:
(Increase) in accounts receivable	(23,532		)	(62,358		)	(23,235		)	(Increase) in accounts receivable	(71,091)		(42,998)		(23,532)
(Increase) decrease in merchandise inventories	(465,429		)	(450,377		)	11,862
Decrease (increase) in prepaid expenses and other current assets	236,342			(317,850		)	(9,600		)
Decrease (increase) in merchandise inventories										Decrease (increase) in merchandise inventories	588,756		(296,541)		(465,429)
Decrease (increase) in income taxes recoverable										Decrease (increase) in income taxes recoverable	10,707		(34,177)		15,452
(Increase) decrease in prepaid expenses and other current assets										(Increase) decrease in prepaid expenses and other current assets	(57,450)		(17,084)		220,890
Increase in accounts payable	198,212			205,111			48,253			Increase in accounts payable	2,111,189		29,338		198,212
Increase in accrued expenses and other liabilities	169,418			334,522			389,399			Increase in accrued expenses and other liabilities	584,502		345,745		169,418
Increase (decrease) in income taxes payable	40,965			(94,492		)	146,766			Increase (decrease) in income taxes payable	52,791		(128,342)		40,965
Other	(15,708		)	5,120			(7,518		)
Increase in net operating lease liabilities										Increase in net operating lease liabilities	200,243		29,617		0
Other, net										Other, net	(42,842)		(93,292)		(15,708)
Net cash provided by operating activities	4,088,459			3,025,624			3,626,859			Net cash provided by operating activities	4,561,889		4,066,540		4,088,459
Cash flows from investing activities:										Cash flows from investing activities:
Property additions	(1,125,139		)	(1,057,617		)	(1,024,747		)	Property additions	(568,021)		(1,223,116)		(1,125,139)
Investment in Familia										Investment in Familia	0		(230,156)		0
Purchases of investments	(161,625		)	(861,256		)	(716,953		)	Purchases of investments	(29,100)		(28,838)		(161,625)
Sales and maturities of investments	636,560			906,137			529,146			Sales and maturities of investments	18,524		12,720		636,560
Other	26,652			—			(2,324		)	Other	0		7,419		26,652
Net cash (used in) investing activities	(623,552		)	(1,012,736		)	(1,214,878		)	Net cash (used in) investing activities	(578,597)		(1,461,971)		(623,552)
Cash flows from financing activities:										Cash flows from financing activities:
Proceeds from issuance of long-term debt	—			—			992,540
Cash payments for extinguishment of debt	—			—			(425,584		)
Cash payments for debt issuance expenses	—			—			(9,921		)
Cash payments on build to suit leases	(7,115		)	(3,138		)	—
Cash payments for rate lock agreement	—			—			(3,150		)
Cash payments for repurchase of common stock	(2,406,997		)	(1,644,581		)	(1,699,998		)
Payments on revolving credit facilities										Payments on revolving credit facilities	(1,000,000)		0		0
Proceeds from long-term debt including revolving credit facilities										Proceeds from long-term debt including revolving credit facilities	5,986,873		0		0
Payments of long-term debt and extinguishment expenses										Payments of long-term debt and extinguishment expenses	(1,418,358)		0		0
Payments for debt issuance expenses										Payments for debt issuance expenses	(42,377)		0		0
Payments for repurchase of common stock										Payments for repurchase of common stock	(201,500)		(1,551,992)		(2,406,997)
Proceeds from issuance of common stock	255,241			133,687			164,190			Proceeds from issuance of common stock	211,189		232,106		255,241
Cash payments of employee tax withholdings for performance based stock awards	(16,014		)	(19,274		)	(24,965		)
Excess tax benefits from share-based compensation	—			—			70,999
Payments of employee tax withholdings for performance based stock awards										Payments of employee tax withholdings for performance based stock awards	(29,309)		(23,423)		(16,014)
Cash dividends paid	(922,596		)	(764,040		)	(650,988		)	Cash dividends paid	(278,256)		(1,071,562)		(922,596)
Net cash (used in) financing activities	(3,097,481		)	(2,297,346		)	(1,586,877		)
Other										Other	0		0		(7,115)
Net cash provided by (used in) financing activities										Net cash provided by (used in) financing activities	3,228,262		(2,414,871)		(3,097,481)
Effect of exchange rate changes on cash	(95,674		)	113,086			9,272			Effect of exchange rate changes on cash	41,264		(3,175)		(95,674)
Net increase (decrease) in cash and cash equivalents	271,752			(171,372		)	834,376
Net increase in cash and cash equivalents										Net increase in cash and cash equivalents	7,252,818		186,523		271,752
Cash and cash equivalents at beginning of year	2,758,477			2,929,849			2,095,473			Cash and cash equivalents at beginning of year	3,216,752		3,030,229		2,758,477
Cash and cash equivalents at end of year	$	3,030,229		$	2,758,477		$	2,929,849		Cash and cash equivalents at end of year	$	10,469,570	$	3,216,752	$	3,030,229

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

F-7

~~The~~THE TJX ~~Companies, Inc.~~COMPANIES, INC.

CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’~~SHAREHOLDERS' EQUITY

IN THOUSANDS

Common Stock
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive(Loss) Income
Retained
Earnings
Total
In thousands Shares
Par Value
$1
Balance, January 30, 2016 1,326,992
$ 1,326,992
$ —
$ (667,472 ) $ 3,647,555
$ 4,307,075
Net income —
—
—
—
2,298,234
2,298,234
Other comprehensive (loss), net of tax —
—
—
(26,754 ) —
(26,754 )
Cash dividends declared on common stock —
—
—
—
(680,183 ) (680,183 )
Recognition of share-based compensation —
—
102,251
—
—
102,251
Issuance of common stock under stock incentive plan and related tax effect 10,202
10,202
204,873
—
(5,101 ) 209,974
Common stock repurchased (44,556 ) (44,556 ) (307,124 ) —
(1,348,318 ) (1,699,998 )
Balance, January 28, 2017 1,292,638
1,292,638
—
(694,226 ) 3,912,187
4,510,599
Net income —
—
—
—
2,607,948
2,607,948
Other comprehensive income, net of tax —
—
—
252,367
—
252,367
Cash dividends declared on common stock —
—
—
—
(793,878 ) (793,878 )
Recognition of share-based compensation —
—
101,362
—
—
101,362
Issuance of common stock under stock incentive plan and related tax effect 7,790
7,790
110,597
—
(3,895 ) 114,492
Common stock repurchased (44,410 ) (44,410 ) (211,959 ) —
(1,388,212 ) (1,644,581 )
Balance, February 3, 2018 1,256,018
1,256,018
—
(441,859 ) 4,334,150
5,148,309
Net income —
—
—
—
3,059,798
3,059,798
Cumulative effect of accounting change (See Note A) —
—
—
—
58,712
58,712
Other comprehensive (loss), net of tax —
—
—
(188,462 ) —
(188,462 )
Cash dividends declared on common stock —
—
—
—
(965,539 ) (965,539 )
Recognition of share-based compensation —
—
103,557
—
—
103,557
Issuance of common stock under stock incentive plan and related tax effect 11,988
11,988
227,240
—
—
239,228
Common stock repurchased (50,823 ) (50,823 ) (330,797 ) —
(2,025,377 ) (2,406,997 )
Balance, February 2, 2019 1,217,183
$ 1,217,183
$ —
$ (630,321 ) 4,461,744
$ 5,048,606


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive(Loss) Income		Retained Earnings		Total
	Shares	Par Value $1
Balance, February 3, 2018	1,256,018	$	1,256,018	$	0	$	(441,859)	$	4,334,150	$	5,148,309
Net income	—	—		—		—		3,059,798		3,059,798
Cumulative effect of accounting change	—	—		—		—		58,712		58,712
Other comprehensive (loss), net of tax	—	—		—		(188,462)		—		(188,462)
Cash dividends declared on common stock	—	—		—		—		(965,539)		(965,539)
Recognition of share-based compensation	—	—		103,557		—		—		103,557
Issuance of common stock under stock incentive plan and related tax effect	11,988	11,988		227,240		—		—		239,228
Common stock repurchased	(50,823)	(50,823)		(330,797)		—		(2,025,377)		(2,406,997)
Balance, February 2, 2019	1,217,183	1,217,183		0		(630,321)		4,461,744		5,048,606
Net income	—	—		—		—		3,272,193		3,272,193
Cumulative effect of accounting change	—	—		—		—		403		403
Other comprehensive (loss), net of tax	—	—		—		(42,850)		—		(42,850)
Cash dividends declared on common stock	—	—		—		—		(1,111,788)		(1,111,788)
Recognition of share-based compensation	—	—		124,957		—		—		124,957
Issuance of common stock under stock incentive plan and related tax effect	10,067	10,067		198,616		—		—		208,683
Common stock repurchased	(28,150)	(28,150)		(323,573)		—		(1,200,269)		(1,551,992)
Balance, February 1, 2020	1,199,100	1,199,100		0		(673,171)		5,422,283		5,948,212
Net income	—	—		—		—		90,470		90,470

Other comprehensive income, net of tax	—	—		—		67,100		—		67,100
Cash dividends declared on common stock	—	—		—		—		(311,970)		(311,970)
Recognition (reversal) of share-based compensation	—	—		112,923		—		(54,404)		58,519
Issuance of common stock under stock incentive plan and related tax effect	8,985	8,985		173,307		—		(439)		181,853
Common stock repurchased	(3,387)	(3,387)		(25,715)		—		(172,398)		(201,500)
Balance, January 30, 2021	1,204,698	$	1,204,698	$	260,515	$	(606,071)	$	4,973,542	$	5,832,684

The accompanying notes are an integral part of the 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,” “we” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the financial statements of all of TJX’s subsidiaries, all of which are wholly owned. All of ~~its~~the Company's activities are conducted by TJX or its subsidiaries and are consolidated in these 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.

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

Fiscal Year

TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The fiscal ~~year~~years ended January 30, 2021 (“fiscal 2021”), February 1, 2020 (“fiscal 2020”) and February 2, 2019 (“("fiscal ~~2019”~~2019") ~~was a~~were 52-week fiscal ~~year. Fiscal 2018 was a 53-week year and fiscal 2017 was a 52-week fiscal year.~~years.

Use of Estimates

The preparation of ~~TJX’s~~ 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 leases, inventory valuation, impairment of long-lived assets, ~~goodwill and tradenames,~~ reserves for uncertain tax positions and loss contingencies to be the most significant accounting policies that involve management estimates and judgments. The Company considered COVID-19 related impacts to its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the ongoing uncertainties surrounding the severity and duration of the COVID-19 pandemic and the associated containment and remediation efforts. Actual amounts could differ from ~~those~~these estimates, and such differences could be material.

Reclassifications

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

Summary of Accounting Policies

Revenue Recognition

TJX adopted Revenue from Contracts with Customers (referred to as “ASC 606”), on February 4, 2018 (“the adoption date”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. TJX adopted the new guidance under the modified retrospective approach which resulted in a $59 million cumulative adjustment to increase retained earnings. The cumulative adjustment primarily related to revenue recognized on the value of unredeemed rewards certificates issued to customers as part of the Company’s U.S. co-branded credit card loyalty program. We now recognize the estimated unredeemed awards when they are earned, rather than when merchandise credits expire or when the likelihood of redemption becomes remote. In addition, online sales are now recognized at the shipping point rather than receipt by the customer. Other changes relate to the presentation of revenue as certain expenses previously presented as a reduction of revenue are now classified as selling, general and administrative expenses (“SG&A”). The new standard required a change in the presentation of our sales return reserve on the balance sheet, which we previously recorded net of the value of returned merchandise and now is presented at gross sales value with an asset established for the value of the merchandise returned. There was no change in the timing or amount of revenue recognized under the new standard as it related to revenue from point of sale at the registers in our stores, which constitutes more than 98% of our revenue. Financial results for fiscal periods after the adoption date are presented under ASC 606 while results from prior periods are not adjusted and continue to be reported under the accounting standards in effect for the prior period. We applied ASC 606 only to contracts that were not completed prior to fiscal 2019.

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 our stores and online. Net sales also include an immaterial amount of other revenues that represent less than ~~1.0%~~1% of total revenues, primarily generated from ~~TJX’s co-branded loyalty rewards credit card program offered in the United States only.~~shipping fee revenue on our online sales. In addition, certain customers may receive discounts that are accounted for as consideration reducing the transaction price. Merchandise sales from our 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 our fulfillment center costs within our operating expenditures. As a result, shipping fee revenues received is recognized when control of the goods transfer to the customer and is 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 operating segment, see Note G—H—Segment ~~Information of Notes to Consolidated Financial Statements.~~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

Fiscal Period
In thousands February 2,
2019
Balance, February 3, 2018 $ 406,506
Deferred revenue 1,677,251
Effect of exchange rates changes on deferred revenue (6,279 )
Revenue recognized (1,627,176 )
Balance, February 2, 2019 $ 450,302
The following table presents deferred gift card revenue activity:


In thousands	January 30, 2021		February 1, 2020
Balance, beginning of year	$	500,844	$	450,302
Deferred revenue	1,159,242		1,690,073
Effect of exchange rates changes on deferred revenue	3,758		258
Revenue recognized	(1,087,657)		(1,639,789)
Balance, end of year	$	576,187	$	500,844

TJX recognized ~~$1.6~~$1.1 billion in gift card revenue ~~for~~in fiscal 2021 and $1.6 billion in each of fiscal 2020 and fiscal 2019. The decrease in fiscal 2021 in both deferred revenue and revenue recognized versus the ~~fiscal period 2019.~~prior year reflects the impact of lower customer traffic and temporary store and e-commerce closures due to the COVID-19 pandemic. 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, ~~we estimate~~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 ~~$20.6~~$14 million in fiscal ~~2019, $21.1~~2021, $20 million in fiscal ~~2018~~2020 and ~~$20.5~~$21 million in fiscal ~~2017.~~2019.

Sales Return Reserve

~~Our~~The Company's products are generally sold with a right of return and wethe Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. ~~We have~~The Company has elected to apply the portfolio practical expedient. ~~We estimate~~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 separate 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 our 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 and benefit 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. ~~Investments~~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-~~short - or long-term based on their original maturities. TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks.

As of ~~February 2, 2019,~~January 30, 2021, TJX’s cash and cash equivalents held outside the U.S. were $1.2 billion, of which ~~$420.6 million~~$0.8 billion 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 T.K. Maxx in ~~Australia.~~Australia which is immaterial. 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 (e.g. inventory in transit and unprocessed inventory in our 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 ~~balance sheet~~Consolidated Balance Sheets include in-transit inventory of ~~$832.1 million~~$1.2 billion at January 30, 2021 and $0.8 billion at February ~~2, 2019 and $755.4 million at February 3, 2018.~~1, 2020. Comparable amounts were reflected in ~~accounts~~Accounts payable at those dates.

Common Stock and Equity

In fiscal 2019, we completed a two-for-one stock split of the Company’s common stock in the form of a stock dividend. For additional information see Note D - Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.

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 ~~high~~ volume of share repurchases ~~over the past several years,~~under previous programs, TJX has historically had no remaining balance in ~~APIC at the end of any of the years presented.~~APIC. All shares repurchased have been retired.

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. Income tax benefits upon the expensing of options result in the creation of a deferred tax asset, while income tax benefits due to the exercise of stock options reduce deferred tax assets up to the amount that an asset for the related grant has been created. Prior to fiscal 2018, any tax benefits greater than the deferred tax assets created at the time of expensing the options were credited to APIC; any deficiencies in the tax benefits were debited to APIC to the extent a pool for such deficiencies existed. In the absence of a pool, any deficiencies were realized in the related periods’ statements of income through the provision for income taxes. Beginning in fiscal 2018, upon adoption of ~~ASU 2016-9-Compensation-Stock compensation (Topic 718): Improvements to employee share-based payment accounting, any~~Any excess tax benefits or deficiencies are included in the provision for income taxes. The par value of ~~performance-based deferred stock awards,~~ performance share units and restricted stock units is added to common stock when shares are delivered following ~~vesting. The par value of performance-based restricted stock awards is added~~performance measurement date or service period to ~~common stock when~~ the ~~stock is issued, generally at grant date.~~extent vesting requirements have been achieved. The fair value of stock awards and units ~~in excess of any par value is~~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. Performance-based awards are evaluated quarterly for probability of vesting and performance achievement levels. See Note ~~H –~~ I—Stock Incentive Plan ~~of Notes to Consolidated Financial Statements~~ for a detailed discussion of share-based compensation.

Interest

TJX’s interest expense is presented net of capitalized interest and interest income. The following is a summary of interest expense, net:


	Fiscal Year Ended										Fiscal Year Ended
In thousands	February 2, 2019			February 3, 2018			January 28, 2017			In thousands	January 30, 2021		February 1, 2020		February 2, 2019
				(53 weeks)
Interest expense	$	69,102		$	69,237		$	69,219		Interest expense	$	199,038	$	61,400	$	69,102
Capitalized interest	(4,263		)	(4,942		)	(7,548		)	Capitalized interest	(5,384)		(2,314)		(4,263)
Interest (income)	(55,979		)	(32,707		)	(18,137		)	Interest (income)	(12,920)		(49,060)		(55,979)
Interest expense, net	$	8,860		$	31,588		$	43,534		Interest expense, net	$	180,734	$	10,026	$	8,860

TJX capitalizes interest during the active construction period of major capital ~~projects. Capitalized~~projects and adds the interest ~~is added~~ to the ~~cost of the~~ related assets. ~~Capitalized interest in fiscal 2019, 2018 and 2017 relates to costs on owned real estate projects and development costs on a merchandising system.~~

Depreciation and Amortization

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 ~~$818.9~~$858 million in fiscal ~~2019, $727.2~~2021, $858 million in fiscal ~~2018~~2020 and ~~$664.5~~$819 million in fiscal ~~2017.~~2019. TJX had no0 property held under finance leases during fiscal 2021 and fiscal 2020 or under capital leases during fiscal ~~2019, 2018, or 2017.~~2019. 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.

F-11

Lease Accounting

The Company ~~generally~~adopted ASU No. 2016-02, Leases (Topic 842), as of February 3, 2019, using the modified retrospective method under ASU 2018-11. The Company elected the transition package of three practical expedients, which among other things, allowed it to carry forward the historical lease classification. The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate and instead to combine them and account for them as a single lease component. The Company also elected the accounting policy election to keep leases ~~stores, distribution centers~~with a term of twelve months or less off the Consolidated Balance Sheets and ~~office space under operating leases. Store~~recognizes these lease ~~agreements generally include rent holidays, rent escalation clauses and contingent rent provisions for percentage of sales in excess of specified levels. We recognize rent~~payments on a straight-line basis over the lease term.

~~Asset Retirement Obligations~~

Our 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 ~~Company establishes an asset retirement obligation,~~incremental borrowing rate is calculated based on the US Consumer Discretionary yield curve and ~~related asset,~~adjusted for ~~leases of property that require us to return the property to its original condition (commonly referred to as a reinstatement provision) if~~collateralization and ~~when we exit the facility. These reinstatement provisions are primarily applicable to our~~foreign currency impact for TJX International ~~locations.~~and Canada leases. The ~~income statement impact of our asset retirement obligation~~operating lease ROU assets also include any acquisition costs offset by lease incentives. The Company’s lease terms include options to extend the lease when it is ~~recorded in general corporate expenses and our operating divisions are charged the actual costs incurred when a retirement takes place.~~

~~Build-to-Suit Accounting~~

~~Lease agreements involving property built to our specifications are reviewed to determine if our involvement in the construction project requires~~reasonably certain that we account for the project costs as if we were the owner for accounting purposes. We have entered into several lease agreements where we are deemed the owner of a construction project for accounting purposes. Thus, during construction of the facility the construction costs incurred by us as the lessor are included as a construction in progress asset along with a related liability of the same amount on our balance sheet. Upon completion of the project, a sale-leaseback analysis is performed to determine if the Company should record a sale to remove the related asset and related obligation and record the lease as either an operating or capital lease obligation. If the Company is precluded from derecognizing the asset when construction is complete, due to continuing involvement beyond a normal leaseback, the lease is accountedwill exercise that option. Lease expense for as a financing transaction and the recorded asset and related financing obligation remain on the Consolidated Balance Sheets. Accordingly, the asset is depreciated over its estimated useful life in accordance with the Company’s policy and a portion of the lease payments is ~~allocated to ground rent and treated as an operating lease. The portion of~~recognized on a straight-line basis over the lease ~~payment allocated to ground rental expense is based on the fair value~~term within “Cost of ~~the land at the commencement~~sales, including buying and occupancy costs”. See Note M—Leases for a detailed discussion of construction. Lease payments allocated to the non-land asset are recognized as reductions to the financing obligation and interest expense. As disclosed in “Future Adoption of New Accounting Standards,” our accounting for build-to-suit leases will change upon adoption of the new lease ~~accounting standard.~~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 T.J. Maxx chain, and the purchase of Sierra Trading Post in fiscal 2013, which was rebranded as ~~well as~~Sierra in fiscal 2019, both which are included in Marmaxx. The Company fully impaired the Sierra goodwill, recording an impairment charge of $97 million in fiscal 2018. 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, ~~the purchase of Sierra Trading Post~~included in ~~fiscal 2013, rebranded~~TJX Canada, as ~~Sierra in fiscal 2019, and~~well as the purchase of Trade Secret in fiscal 2016, which was re-branded under the T.K. Maxx name during fiscal ~~2018.~~2018 and is included in TJX International. The following is a roll forward of goodwill by ~~component:~~segment:


In thousands	Marmaxx		Winners			Sierra			T.K. Maxx in Australia			Total			In thousands	Marmaxx		TJX Canada		TJX International		Total
Balance, January 28, 2017	70,027		1,686			97,254			26,904			195,871
Impairment	—		—			(97,254		)	—			(97,254		)
Balance, February 2, 2019															Balance, February 2, 2019	$	70,027	$	1,692	$	25,833	$	97,552

Effect of exchange rate changes on goodwill	—		98			—			1,354			1,452			Effect of exchange rate changes on goodwill	0		(17)		(1,989)		(2,006)
Balance, February 3, 2018	70,027		1,784			—			28,258			100,069
Balance, February 1, 2020															Balance, February 1, 2020	$	70,027	$	1,675	$	23,844	$	95,546
Effect of exchange rate changes on goodwill			(92		)				(2,425		)	(2,517		)	Effect of exchange rate changes on goodwill	0		61		3,391		3,452
Balance, February 2, 2019	$	70,027	$	1,692		$	—		$	25,833		$	97,552
Balance, January 30, 2021															Balance, January 30, 2021	$	70,027	$	1,736	$	27,235	$	98,998

Goodwill is considered to have an indefinite life and accordingly is not amortized. In fiscal 2018, the Company recorded an impairment charge of $99.3 million which included $97.3 million of Sierra goodwill and $2.0 million for certain long-lived assets of Sierra as the estimated fair value of this business fell below the carrying value due to a decrease in projected revenue growth rates. The impairment charge is included within the Marmaxx segment results.

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 by calculating 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. The Sierra Trading Post tradename is being amortized over 15 years. ~~The~~During the first quarter of fiscal 2021, the Company fully impaired the Trade Secret tradename, ~~is being amortized over 7 years.~~ recording an impairment charge of $5 million.

F-12

The following is a roll forward of ~~tradenames.~~tradenames:


	Fiscal Year Ended																				Fiscal Year Ended
	February 2, 2019										February 3, 2018										January 30, 2021								February 1, 2020
In thousands	Gross Carrying Amount		Accumulated Amortization			Impact of FX			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Impact of FX		Net Carrying Value		In thousands	Gross Carrying Amount		Accumulated Amortization		Impact of FX		Net Carrying Value			Gross Carrying Amount		Accumulated Amortization		Impact of FX		Net Carrying Value
Definite-lived intangible assets
Definite-lived intangible assets:																				Definite-lived intangible assets:
Sierra Trading Post	$	38,500	$	(15,614	)	$	—		$	22,886	$	38,500	$	(13,029	)	$	—	$	25,471	Sierra Trading Post	$	38,500	$	(20,747)	$	0	$	17,753		$	38,500	$	(18,181)	$	0	$	20,319
Trade Secret	$	12,541	$	(4,117	)	$	(1,048	)	$	7,376	$	12,541	$	(2,899	)	$	2,072	$	11,714	Trade Secret	$	12,541	$	(10,247)	$	(2,294)	$	0		$	12,541	$	(5,242)	$	(1,948)	$	5,351
Indefinite-lived intangible asset
Indefinite-lived intangible asset:																				Indefinite-lived intangible asset:
Marshalls	$	107,695	$	—		$	—		$	107,695	$	107,695	$	—		$	—	$	107,695	Marshalls	$	107,695	$	—	$	—	$	107,695		$	107,695	$	—	$	—	$	107,695



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)



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



Report of Independent Registered Public Accounting Firm			~~F-2~~F-2
Consolidated Financial Statements:
Consolidated Statements of Income			~~F-4~~F-4
Consolidated Statements of Comprehensive Income			~~F-5~~F-5
Consolidated Balance Sheets			~~F-6~~F-6
Consolidated Statements of Cash Flows			~~F-7~~F-7
Consolidated Statements of Shareholders’ Equity			~~F-8~~F-8
Notes to Consolidated Financial Statements			~~F-9~~F-9
Financial Statement Schedules:
Schedule II – Valuation and Qualifying Accounts			4143



☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



	Approximate Average Store Size (square feet)	Number of Stores at Year End				Estimated Store Growth Potential
	Approximate Average Store Size (square feet)	Fiscal 2018	Fiscal 2019	Fiscal 2020 (estimated)		Estimated Store Growth Potential
Marmaxx
T.J. Maxx	28,000	1,223	1,252
Marshalls	29,000	1,062	1,091
		2,285	2,343	2,403		3,000
HomeGoods
HomeGoods	23,000	667	749
Homesense	27,000	4	16
		671	765	845	⁽¹⁾	1,400	⁽¹⁾
TJX Canada
Winners	28,000	264	271
HomeSense	23,000	117	125
Marshalls	27,000	73	88
		454	484	514		600
TJX International
T.K. Maxx (Europe)	29,000	540	567
Homesense (Europe)	20,000	55	68
T.K. Maxx (Australia)	22,000	38	44
		633	679	729		1,100	⁽²⁾
TJX Total ⁽³⁾		4,070	4,306	4,536	⁽¹⁾	6,100	⁽¹⁾



	Total Number of Shares Repurchased⁽¹⁾	Average Price Paid Per Share⁽²⁾	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs⁽³⁾
November 4, 2018 through December 1, 2018	2,629,102	$51.35	2,629,102	$2,400,789,659
December 2, 2018 through January 5, 2019	3,594,376	$45.91	3,594,376	$2,235,789,672
January 6, 2019 through February 2, 2019	11,544,855	$48.07	11,544,855	$3,180,789,706
Total:	17,768,333		17,768,333



	Fiscal Year Ended
Amounts in millions, except per share amounts	February 2, 2019⁽¹⁾			February 3, 2018⁽²⁾			January 28, 2017⁽¹⁾			January 30, 2016			January 31, 2015
				(53 Weeks)
Income statement and per share data:
Net sales	$	38,973		$	35,865		$	33,184		$	30,945		$	29,078
Net income	$	3,060		$	2,608		$	2,298		$	2,278		$	2,215
Weighted average common shares for diluted earnings per share calculation (in thousands) ⁽³⁾	1,259,252			1,292,209			1,328,864			1,366,502			1,407,090
Diluted earnings per share⁽³⁾	$	2.43		$	2.02		$	1.73		$	1.67		$	1.57
Cash dividends declared per share⁽³⁾	$	0.78		$	0.625		$	0.52		$	0.42		$	0.35
Balance sheet data:
Cash and cash equivalents	$	3,030		$	2,758		$	2,930		$	2,095		$	2,494
Working capital	$	2,938		$	3,360		$	2,993		$	2,370		$	2,648
Total assets	$	14,326		$	14,058		$	12,884		$	11,490		$	10,978
Capital expenditures	$	1,125		$	1,058		$	1,025		$	889		$	912
Long-term obligations⁽⁴⁾	$	2,234		$	2,231		$	2,228		$	1,615		$	1,613
Shareholders’ equity	$	5,049		$	5,148		$	4,511		$	4,307		$	4,264
Other financial data:
After-tax return on average shareholders’ equity	60.1		%	54.0		%	52.1		%	53.1		%	52.2		%
Total debt as a percentage of total capitalization⁽⁵⁾	30.7		%	30.2		%	33.1		%	27.3		%	27.4		%
Stores in operation	4,306			4,070			3,812			3,614			3,395
Selling square footage (in thousands)	91,075			87,548			83,798			80,480			76,537



	Fiscal 2019		Fiscal 2018		Fiscal 2017
United States
Northeast	23	%	24	%	24	%
Midwest	13		12		12
South (including Puerto Rico)	25		25		25
West	15		15		16
Subtotal	76		76		77
Canada	10		10		10
Europe	13		13		13
Australia	1		1		*
Total	100	%	100	%	100	%



	Percentage of Net Sales
	Fiscal Year 2019		Fiscal Year 2018		Fiscal Year 2017
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales, including buying and occupancy costs	71.4		71.1		71.0
Selling, general and administrative expenses	17.8		17.8		17.4
Impairment of goodwill and other long-lived assets	—		0.3		—
Loss on early extinguishment of debt	—		—		0.2
Pension settlement charge	0.1		—		0.1
Interest expense, net	—		0.1		0.1
Income before provision for income taxes*	10.7	%	10.8	%	11.2	%



In thousands	Payments Due by Period
Tabular Disclosure of Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Long-term debt and other long-term obligations ⁽¹⁾	$	2,537,813	$	55,625	$	850,938	$	563,750	$	1,067,500
Operating lease commitments ⁽²⁾	9,791,971		1,676,700		3,044,822		2,295,604		2,774,845
Purchase obligations ⁽³⁾	3,843,184		3,666,288		155,963		20,933		—
Total obligations	$	16,172,968	$	5,398,613	$	4,051,723	$	2,880,287	$	3,842,345



	Fiscal Year Ended
Amounts in thousands except per share amounts	February 2 2019		February 3 2018		January 28 2017
			(53 weeks)
Net sales	$	38,972,934	$	35,864,664	$	33,183,744
Cost of sales, including buying and occupancy costs	27,831,177		25,502,167		23,565,754
Selling, general and administrative expenses	6,923,564		6,375,071		5,768,467
Impairment of goodwill and other long-lived assets, related to Sierra	—		99,250		—
Loss on early extinguishment of debt	—		—		51,773
Pension settlement charge	36,122		—		31,173
Interest expense, net	8,860		31,588		43,534
Income before provision for income taxes	4,173,211		3,856,588		3,723,043
Provision for income taxes	1,113,413		1,248,640		1,424,809
Net income	$	3,059,798	$	2,607,948	$	2,298,234
Basic earnings per share:
Net income	$	2.47	$	2.05	$	1.75
Weighted average common shares – basic	1,241,153		1,273,654		1,311,294
Diluted earnings per share:
Net income	$	2.43	$	2.02	$	1.73
Weighted average common shares – diluted	1,259,252		1,292,209		1,328,864



	Fiscal Year Ended
Amounts in thousands except share amounts	February 2, 2019			February 3, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	3,030,229		$	2,758,477
Short-term investments	—			506,165
Accounts receivable, net	346,298			327,166
Merchandise inventories	4,579,033			4,187,243
Prepaid expenses and other current assets	513,662			706,676
Total current assets	8,469,222			8,485,727
Net property at cost	5,255,208			5,006,053
Non-current deferred income taxes, net	6,467			6,558
Goodwill	97,552			100,069
Other assets	497,580			459,608
TOTAL ASSETS	$	14,326,029		$	14,058,015
LIABILITIES
Current liabilities:
Accounts payable	$	2,644,143		$	2,488,373
Accrued expenses and other current liabilities	2,733,076			2,522,961
Federal, state and foreign income taxes payable	154,155			114,203
Total current liabilities	5,531,374			5,125,537
Other long-term liabilities	1,354,242			1,320,505
Non-current deferred income taxes, net	158,191			233,057
Long-term debt	2,233,616			2,230,607
Commitments and contingencies (See Note L and 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 1,217,182,508 and 1,256,018,044, respectively	1,217,183			1,256,018
Additional paid-in capital	—			—
Accumulated other comprehensive (loss) income	(630,321		)	(441,859		)
Retained earnings	4,461,744			4,334,150
Total shareholders’ equity	5,048,606			5,148,309
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	14,326,029		$	14,058,015



	Fiscal Period
In thousands	February 2, 2019
Balance, February 3, 2018	$	406,506
Deferred revenue	1,677,251
Effect of exchange rates changes on deferred revenue	(6,279		)
Revenue recognized	(1,627,176		)
Balance, February 2, 2019	$	450,302


In thousands	Foreign Currency Translation		Deferred Benefit Costs		Cash Flow Hedge on Debt		Accumulated Other Comprehensive(Loss) Income
Balance, February 3, 2018	$	(280,051)	$	(159,562)	$	(2,246)	$	(441,859)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $8,233)	(192,664)		—		—		(192,664)
Recognition of net gains/losses on investment hedges (net of taxes of $7,113 )	19,538		—		—		19,538
Recognition of net gains/losses on benefit obligations (net of taxes of $19,813)	—		(54,420)		—		(54,420)
Reclassifications from other comprehensive loss to net income:
Pension settlement charge (net of taxes of $9,641 )	—		26,481		—		26,481
Amortization of loss on cash flow hedge (net of taxes of $304	—		—		847		847
Amortization of prior service cost and deferred gains/losses (net of taxes of $4,280)	—		11,756		—		11,756
Balance, February 2, 2019	$	(453,177)	$	(175,745)	$	(1,399)	$	(630,321)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $1,189)	(3,943)		—		—		(3,943)

Recognition of net gains/losses on benefit obligations (net of taxes of $20,489)	—		(56,275)		—		(56,275)

Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $303)	—		—		831		831
Amortization of prior service cost and deferred gains/losses (net of taxes of $6,019)	—		16,537		—		16,537
Balance, February 1, 2020	$	(457,120)	$	(215,483)	$	(568)	$	(673,171)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $2,442)	15,588		—		—		15,588
Recognition of net gains/losses on benefit obligations (net of taxes of $9,974)	—		30,635		—		30,635
Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $303)	—		—		831		831
Amortization of prior service cost and deferred gains/losses (net of taxes of $7,298)	—		20,046		—		20,046
Balance, January 30, 2021	$	(441,532)	$	(164,802)	$	263	$	(606,071)


In thousands		Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at January 30, 2021
Fair value hedges:
Intercompany balances, primarily debt and related interest:
	zł	45,000	£	8,846	0.1966	Prepaid Exp	$	11	$	0	$	11
	A$	80,000	U.S.$	62,032	0.7754	Prepaid Exp	738		0		738
	U.S.$	75,102	£	55,000	0.7323	Prepaid Exp	357		0		357
	£	200,000	U.S.$	274,853	1.3743	Prepaid Exp	32		0		32
	€	200,000	U.S.$	244,699	1.2235	Prepaid Exp / (Accrued Exp)	427		(182)		245
Economic hedges for which hedge accounting was not elected:
Diesel contracts	Diesel fuel contracts	Fixed on 1.5M - 3.8M gal per month		Float on 1.5M - 3.8M gal per month	N/A	Prepaid Exp	4,880		0		4,880


Merchandise purchase commitments:
	C$	384,679	U.S.$	296,000	0.7695	Prepaid Exp / (Accrued Exp)	430		(5,627)		(5,197)
	C$	5,391	€	3,500	0.6492	Prepaid Exp	24		0		24
	£	203,264	U.S.$	263,950	1.2986	(Accrued Exp)	0		(15,086)		(15,086)
	zł	30,000	£	5,865	0.1955	(Accrued Exp)	0		(29)		(29)
	A$	46,985	U.S.$	35,250	0.7502	Prepaid Exp / (Accrued Exp)	144		(837)		(693)
	U.S.$	99,810	€	83,700	0.8386	Prepaid Exp / (Accrued Exp)	1,986		(160)		1,826
Total fair value of financial instruments							$	9,029	$	(21,921)	$	(12,892)


		Amount of Gain (Loss) Recognized in Income by Derivative											Amount of Gain (Loss) Recognized in Income by Derivative
In thousands	Location of Gain (Loss) Recognized in Income by Derivative	February 2, 2019			February 3, 2018			January 28, 2017			In thousands	Location of Gain (Loss) Recognized in Income by Derivative	January 30, 2021		February 1, 2020		February 2, 2019
					(53 weeks)
Fair value hedges:											Fair value hedges:
Intercompany balances, primarily debt and related interest	Selling, general and administrative expenses	$	(2,674	)	$	1,207		$	(17,250	)	Intercompany balances, primarily debt and related interest	Selling, general and administrative expenses	$	(59,829)	$	4,788	$	(2,674)
Economic hedges for which hedge accounting was not elected:											Economic hedges for which hedge accounting was not elected:
Intercompany receivable	Selling, general and administrative expenses	18,823			—			—			Intercompany receivable	Selling, general and administrative expenses	0		3,257		18,823
Diesel contracts	Cost of sales, including buying and occupancy costs	1,373			7,946			3,906
Diesel fuel contracts											Diesel fuel contracts	Cost of sales, including buying and occupancy costs	(5,638)		(9,780)		1,373
Intercompany billings in TJX International, primarily merchandise related	Cost of sales, including buying and occupancy costs	1,137			(3,042		)	(8,684		)	Intercompany billings in TJX International, primarily merchandise related	Cost of sales, including buying and occupancy costs	(4,249)		2,652		1,137
International lease liabilities											International lease liabilities	Cost of sales, including buying and occupancy costs	0		(1,113)		0
Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	60,407			(45,886		)	5,626			Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	(4,468)		10,484		60,407
Gain (loss) recognized in income		$	79,066		$	(39,775	)	$	(16,402	)
(Loss) gain recognized in income											(Loss) gain recognized in income		$	(74,184)	$	10,288	$	79,066



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


	Fiscal 2019		Fiscal 2018		Fiscal 2017			Fiscal 2021		Fiscal 2020		Fiscal 2019
Apparel							Apparel
Clothing including footwear	52	%	52	%	54	%	Clothing including footwear	46	%	51	%	52	%
Jewelry and accessories	15		15		15		Jewelry and accessories	15		16		15
Home fashions	33		33		31		Home fashions	39		33		33
Total	100	%	100	%	100	%	Total	100	%	100	%	100	%


~~(1)~~	~~Fiscal 2018 amount includes an impairment charge of $99.3 million for goodwill and certain long-lived assets of Sierra.~~


~~(1)~~	Corporate identifiable assets consist primarily of cash, receivables, prepaid insurance, prepaid service contracts and the trust assets in connection with the Executive Savings Plan. Consolidated cash, including cash held in our foreign entities, is included with corporate assets for consistency with the reporting of cash for our segments in the U.S.


~~(2)~~	~~Includes debt discount accretion and debt expense amortization.~~


	Fiscal Year Ended													Fiscal Year Ended
Shares in thousands	February 2, 2019				February 3, 2018				January 28, 2017				Shares in thousands	January 30, 2021			February 1, 2020			February 2, 2019
														Options	WAEP		Options	WAEP		Options	WAEP
	Options		WAEP		Options		WAEP		Options		WAEP
Outstanding at beginning of year	55,260		$	27.52	54,706		$	24.35	57,372		$	20.84	Outstanding at beginning of year	45,065	$	36.81	49,053	$	32.02	55,260	$	27.52
Granted	6,143		53.98		9,404		36.61		8,610		37.52		Granted	6,268	57.32		6,150	56.74		6,143	53.98
Exercised	(11,670	)	21.88		(8,192	)	16.12		(10,530	)	15.42		Exercised	(8,239)	25.68		(9,518)	24.40		(11,670)	21.88
Forfeitures	(680	)	38.59		(658	)	35.70		(746	)	33.08		Forfeitures	(490)	52.96		(620)	46.37		(680)	38.59
Outstanding at end of year	49,053		$	32.02	55,260		$	27.52	54,706		$	24.35	Outstanding at end of year	42,604	$	41.79	45,065	$	36.81	49,053	$	32.02
Options exercisable at end of year	34,344		$	26.95	37,952		$	23.28	37,960		$	19.35	Options exercisable at end of year	30,659	$	36.05	32,276	$	31.04	34,344	$	26.95


	Shares (in thousands)	Aggregate Intrinsic Value (in thousands)		Weighted Average Remaining Contract Life	WAEP
Options outstanding expected to vest(a)	11,060	$	82,510	9.0 years	$	56.58
Options exercisable	30,659	$	858,015	5.0 years	$	36.05
Total outstanding options vested and expected to vest	41,719	$	940,525	6.1 years	$	41.50



Shares in thousands	Shares	Aggregate Intrinsic Value		Weighted Average Remaining Contract Life	WAEP
Options outstanding expected to vest ⁽¹⁾	13,672	$	98,458	8.8 years	$	43.73
Options exercisable	34,344	$	754,018	5.0 years	$	26.95
Total outstanding options vested and expected to vest	48,016	$	852,476	6.1 years	$	31.72


~~(1)~~	~~Reflects 14.6 million unvested options, net of anticipated forfeitures.~~


						Stock Awards (in thousands)	Weighted Average Grant Date Fair Value
Shares in thousands	Stock Awards		Weighted Average Grant Date Fair Value
Nonvested at beginning of year	3,045		$	38.68	Nonvested at beginning of year	3,445	$	44.54
Granted	1,268		41.17		Granted	857	56.24
Vested	(859	)	35.03		Vested	(1,317)	43.25
Forfeited	(32	)	39.93		Forfeited	(14)	48.04
Modification					Modification	(50)	52.17
Nonvested at end of year	3,422		$	40.51	Nonvested at end of year	2,921	51.36


	Funded Plan Fiscal Year Ended						Unfunded Plan Fiscal Year Ended							Funded Plan Fiscal Year Ended				Unfunded Plan Fiscal Year Ended
In thousands	February 2, 2019			February 3, 2018			February 2, 2019			February 3, 2018			In thousands	January 30, 2021		February 1, 2020		January 30, 2021		February 1, 2020

Change in projected benefit obligation:													Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	1,404,089		$	1,269,010		$	91,047		$	86,309		Projected benefit obligation at beginning of year	$	1,532,416	$	1,221,170	$	104,823	$	96,759
Service cost	45,342			46,845			2,391			1,888			Service cost	50,123		44,685		2,430		2,059
Interest cost	54,355			55,301			3,600			3,316			Interest cost	50,210		52,172		3,283		3,740
Actuarial (gains)/losses	(38,304		)	67,232			5,955			4,580
Settlements	(207,369		)	—			—			—
Actuarial losses													Actuarial losses	13,758		237,125		8,229		4,682

Benefits paid	(33,226		)	(30,993		)	(6,234		)	(5,046		)	Benefits paid	(24,527)		(19,891)		(5,287)		(2,417)
Expenses paid	(3,717		)	(3,306		)	—			—			Expenses paid	(2,706)		(2,845)		0		0
Projected benefit obligation at end of year	$	1,221,170		$	1,404,089		$	96,759		$	91,047		Projected benefit obligation at end of year	$	1,619,274	$	1,532,416	$	113,478	$	104,823
Accumulated benefit obligation at end of year	$	1,100,358		$	1,277,216		$	80,166		$	77,668		Accumulated benefit obligation at end of year	$	1,481,505	$	1,383,298	$	97,451	$	88,038


In thousands	Funded Plan Expected Benefit Payments		Unfunded Plan Expected Benefit Payments		In thousands	Funded Plan Expected Benefit Payments		Unfunded Plan Expected Benefit Payments
Fiscal Year					Fiscal Year
2020	$	25,557	$	4,799
2021	30,134		3,684
2022	35,072		4,625		2022	$	35,475	$	4,088
2023	40,515		47,780		2023	40,692		45,914
2024	46,200		6,104		2024	46,242		6,148
2025 through 2029	313,971		32,706
2025					2025	51,865		7,356
2026					2026	57,629		7,992
2027 through 2031					2027 through 2031	371,352		37,035


	Funded Plan at January 30, 2021
In thousands	Level 1		Level 2		Total
Asset category:
Short-term investments	$	8,598	$	0	$	8,598
Equity Securities	174,691		0		174,691
Fixed Income Securities:
Corporate and government bond funds	0		548,667		548,667
Futures Contracts	0		4,896		4,896
Total assets in the fair value hierarchy	$	183,289	$	553,563	$	736,852
Assets measured at net asset value(a)	—		—		949,883
Fair value of assets	$	183,289	$	553,563	$	1,686,735


	Funded Plan at February 2, 2019							Funded Plan at February 1, 2020
In thousands	Level 1		Level 2		Total		In thousands	Level 1		Level 2		Total
Asset category:							Asset category:
Short-term investments	$	111,803	$	—	$	111,803	Short-term investments	$	109,953	$	0	$	109,953
Equity Securities	226,042		—		226,042		Equity Securities	231,607		0		231,607
Fixed Income Securities:							Fixed Income Securities:
Corporate and government bond funds	—		376,438		376,438		Corporate and government bond funds	0		480,519		480,519
Futures Contracts	—		1,029		1,029		Futures Contracts	0		(2,540)		(2,540)
Total assets in the fair value hierarchy	$	337,845	$	377,467	$	715,312	Total assets in the fair value hierarchy	$	341,560	$	477,979	$	819,539
Assets measured at net asset value*	—		—		530,023
Assets measured at net asset value(a)							Assets measured at net asset value(a)	—		—		742,735
Fair value of assets	$	337,845	$	377,467	$	1,245,335	Fair value of assets	$	341,560	$	477,979	$	1,562,274



	Funded Plan at February 3, 2018
In thousands	Level 1		Level 2		Total
Asset category:
Short-term investments	$	109,183	$	—	$	109,183
Equity Securities	279,635		—		279,635
Fixed Income Securities:
Corporate and government bond funds	—		420,117		420,117
Futures Contracts	—		337		337
Total assets in the fair value hierarchy	$	388,818	$	420,454	$	809,272
Assets measured at net asset value*	—		—		608,259
Fair value of assets	$	388,818	$	420,454	$	1,417,531



*	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.