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What changed in TJX Companies's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TJX Companies's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+271 added−257 removedSource: 10-K (2025-04-02) vs 10-K (2024-04-03)

Top changes in TJX Companies's 2025 10-K

271 paragraphs added · 257 removed · 231 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

37 edited+2 added−1 removed40 unchanged
Biggest changeThe following table provides store growth information for our four major segments for the two most recently completed fiscal years, as well as 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 2023 Fiscal 2024 Marmaxx: TJ Maxx 27,000 1,299 1,319 Marshalls 28,000 1,183 1,197 Total Marmaxx 2,482 2,516 3,000 HomeGoods: HomeGoods 23,000 894 919 Homesense 27,000 46 55 Total HomeGoods 940 974 1,500 TJX Canada: Winners 27,000 297 302 HomeSense 23,000 151 158 Marshalls 26,000 106 106 Total TJX Canada 554 566 650 TJX International: TK Maxx (Europe) 28,000 629 644 Homesense (Europe) 19,000 78 79 TK Maxx (Australia) 21,000 74 80 Total TJX International 781 803 1,125 (a) TJX Total (b) 4,835 4,954 6,275 (a) Reflects store growth potential for TK Maxx in current geographies and for Homesense in the United Kingdom and Ireland.
Biggest changeThe following table provides store growth information for our divisions for the two most recently completed fiscal years, as well as our estimates of the long-term store growth potential of these divisions in their current geographies: Approximate Average Store Size (square feet) Number of Stores at Year-End Estimated Store Potential Fiscal 2024 Fiscal 2025 Marmaxx: TJ Maxx 27,000 1,319 1,333 Marshalls 28,000 1,197 1,230 Total Marmaxx 2,516 2,563 3,000 HomeGoods: HomeGoods 23,000 919 943 Homesense 27,000 55 72 Total HomeGoods 974 1,015 1,800 Sierra: Sierra 21,000 95 117 325 TJX Canada: Winners 27,000 302 307 HomeSense 24,000 158 160 Marshalls 27,000 106 109 Total TJX Canada 566 576 650 TJX International: TK Maxx (Europe) 28,000 644 655 Homesense (Europe) 19,000 79 75 TK Maxx (Australia) 21,000 80 84 Total TJX International 803 814 1,225 (a) TJX Total 4,954 5,085 7,000 (a) Reflects store growth potential for TK Maxx in current geographies and the expansion into Spain and for Homesense in the United Kingdom and Ireland.
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.
Senior Executive Vice President from March 2004 to January 2005. President, Marmaxx from 2001 to 2005 and Executive Vice President of TJX from 2001 to 2004. Various senior management and merchandising positions with Marmaxx and with Chadwick’s of Boston and Hit or Miss, former divisions of TJX, from 1983 to 2001.
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 store s and to target specific markets; we pay promptly according to our payment terms; our practice is to not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or return privileges; and we have an excellent credit rating.
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 store s and to target specific markets; we pay promptly according to our payment terms; our practice is to not ask for typical retail concessions (such as advertising, promotional and markdown allowances), delivery concessions (such as drop shipments to stores or delayed deliveries) or performance-based return privileges; and we have an excellent credit rating.
Sierra, acquired in 2012 and rebranded from Sierra Trading Post in 2018, is a leading off-price retailer of brand name active and outdoor apparel, footwear, and gear (including sporting goods, snow and water sport, camping, fishing) for the whole family, as well as home fashions and pet. Sierra operates 95 retail stores in the U.S. and sierra.com.
Sierra, acquired in 2012 and rebranded from Sierra Trading Post in 2018, is a leading off-price retailer of brand name active and outdoor apparel, footwear, and gear (including sporting goods, snow and water sport, camping, fishing) for the whole family, as well as home fashions and pet. Sierra operates 117 retail stores in the U.S. and sierra.com.
HOMEGOODS Our HomeGoods segment operates HomeGoods and Homesense chains. HomeGoods, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its 919 stores, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware, as well as expanded pet and gourmet food departments.
HOMEGOODS Our HomeGoods segment operates HomeGoods and Homesense chains in the U.S. HomeGoods, introduced in 1992, is the leading off-price retailer of home fashions in the U.S. Through its 943 stores, HomeGoods offers an eclectic assortment of home fashions, including furniture, rugs, lighting, soft home, decorative accessories, tabletop and cookware, as well as expanded pet and gourmet food departments.
Launched in 1994, TK Maxx introduced off-price retail to Europe and remains Europe’s largest major brick-and-mortar off-price retailer of apparel and home fashions. With 644 stores in Europe, TK Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.
Launched in 1994, TK Maxx introduced off-price retail to Europe and remains Europe’s largest major brick-and-mortar off-price retailer of apparel and home fashions. With 655 stores in Europe, TK Maxx operates in the U.K., Ireland, Germany, Poland, Austria and the Netherlands.
Various financial positions with TJX since joining in 2000. Carol Meyrowitz 70 Executive Chairman of the Board since January 2016. Chairman of the Board from June 2015 to January 2016. Chief Executive Officer from January 2007 to January 2016. Director since 2006 and President from October 2005 to January 2011. Consultant to TJX from January 2005 to October 2005.
Various financial positions with TJX since joining in 2000. Carol Meyrowitz 71 Executive Chairman of the Board since January 2016. Chairman of the Board from June 2015 to January 2016. Chief Executive Officer from January 2007 to January 2016. Director since 2006 and President from October 2005 to January 2011. Consultant to TJX from January 2005 to October 2005.
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. For fiscal 2024, we continued our One TJX approach to annual incentive compensation, with all eligible Associates measured against global TJX performance goals.
Our approach to compensation across the organization reflects our global total rewards principles, which include sharing in the success of the Company, encouraging teamwork and collaboration across our global workforce, and being fair and equitable. For fiscal 2025, we continued our One TJX approach to annual incentive compensation, with all eligible Associates measured against global TJX performance goals.
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 make pricing, markdown and store inventory decisions centrally, using information provided by specialized computer systems designed to move inventory through our stores in a timely and disciplined manner.
We have over 4,900 stores and six branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day. Our mission is to deliver great value to our customers every day.
We have over 5,000 stores and six branded e-commerce sites that offer a rapidly changing assortment of quality, fashionable, brand name and designer merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day. Our mission is to deliver great value to our customers every day.
Unless otherwise indicated, all store information in this Item 1 is as of February 3, 2024, 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, including Europe and Australia.
Unless otherwise indicated, all store information in this Item 1 is as of February 1, 2025, and references to store square footage are to gross square feet. Our Businesses We operate our business in four segments: Marmaxx and HomeGoods, both in the U.S., TJX Canada and TJX International, including Europe and Australia.
Its 79 stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada. We acquired Trade Secret in Australia in 2015 and re-branded it under the TK Maxx name during 2017. The merchandise offering at TK Maxx in Australia's 80 stores is comparable to TJ Maxx.
Its 75 stores offer a merchandise mix of home fashions similar to that of HomeGoods in the U.S. and HomeSense in Canada. We acquired Trade Secret in Australia in 2015 and re-branded it under the TK Maxx name during 2017. The merchandise offering at TK Maxx in Australia's 84 stores is comparable to TJ Maxx.
In 2017, we launched our Homesense chain in the U.S. Our 55 Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting, rugs, and an entertainment marketplace. 5 TJX CANADA Our TJX Canada segment operates the Winners, HomeSense and Marshalls chains in Canada.
In 2017, we launched our Homesense chain in the U.S. Our 72 Homesense stores complement HomeGoods, offering a differentiated mix and expanded departments, such as large furniture, ceiling lighting, rugs, and an entertaining marketplace. 5 TJX CANADA Our TJX Canada segment operates the Winners, HomeSense and Marshalls chains in Canada.
Marshalls, launched in Canada in 2011, operates 106 stores and offers off-price apparel, footwear, and home fashions. TJX INTERNATIONAL Our TJX International segment operates the TK Maxx and Homesense chains in Europe and the TK Maxx chain in Australia.
Marshalls, launched in Canada in 2011, operates 109 stores and offers off-price family apparel, footwear, and home fashions. TJX INTERNATIONAL Our TJX International segment operates the TK Maxx and Homesense chains in Europe and the TK Maxx chain in Australia.
Winners, acquired by TJX in 1990, operates 302 stores and is the leading off-price family apparel and home fashions retailer in Canada. HomeSense introduced the off-price home fashions concept to Canada in 2001. This chain operates 158 stores and offers an array of home decor, furniture, and seasonal home merchandise.
Winners, acquired by TJX in 1990, operates 307 stores and is the leading off-price family apparel and home fashions retailer in Canada. HomeSense introduced the off-price home fashions concept to Canada in 2001. This chain operates 160 stores and offers an array of home decor, furniture, and seasonal home merchandise.
Our large, global workforce supports the execution of our flexible business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of merchandise in over 4,900 retail stores in nine countries and across six e-commerce sites.
Our large, global workforce supports the execution of our flexible business model, including the timing and frequency of store deliveries and the management of a rapidly changing mix of merchandise in over 5,000 retail stores in nine countries and across six e-commerce sites.
Over the past two years, with the benefit of information gathered from a global inclusion and diversity survey of our Associates, our teams globally have developed and launched many new programs, including recruitment strategies, training and education, Associate-led I&D advisory boards, and additional Associate Resource Groups.
Over the past several years, with the benefit of information gathered from Associates through our Global Inclusion Surveys, our teams globally have developed and launched many new programs, including recruitment strategies, training and education, Associate-led I&D advisory boards, and additional Associate Resource Groups.
In this report, fiscal 2024 means the 53-week fiscal year ended February 3, 2024; fiscal 2023 means the 52-week fiscal year ended January 28, 2023 and fiscal 2022 means the 52-week fiscal year ended January 29, 2022. Fiscal 2025 means the 52-week fiscal year ending February 1, 2025.
In this report, fiscal 2025 means the 52-week fiscal year ended February 1, 2025; fiscal 2024 means the 53-week fiscal year ended February 3, 2024 and fiscal 2023 means the 52-week fiscal year ended January 28, 2023. Fiscal 2026 means the 52-week fiscal year ending January 31, 2026.
In addition to our four main segments, we operate the Sierra business. The results of Sierra are included with the Marmaxx segment. MARMAXX Our TJ Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of 2,516 stores.
In addition to our four segments, we operate the Sierra business. The results of Sierra are included with the Marmaxx segment. MARMAXX Our TJ Maxx and Marshalls chains in the United States (“Marmaxx”) are collectively the largest off-price retailer in the United States with a total of 2,563 stores. We founded TJ Maxx in 1976 and acquired Marshalls in 1995.
We believe we offer return policies that are customer-friendly. We accept a variety of payment methods including cash, credit cards and debit cards. We also offer TJX-branded credit cards in the U.S. through a bank, but do not own the customer receivables. Distribution We operate distribution centers encompassing approximately 31 million square feet in six countries .
We accept a variety of payment methods including cash, credit cards and debit cards. We also offer TJX-branded credit cards in the U.S. through a bank, but do not own the customer receivables. Distribution We operate distribution centers encompassing approximately 30 million square feet in six countries .
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. We use leadership competency and cultural factors focused on inclusion-based values and behaviors in our Leadership Development Toolkit.
We use defined cultural factors and leadership competencies throughout our global business to express our organizational values, such as inclusion, personal integrity, relationship-building and collaboration, and respect for our business model, and to promote consistency in leadership development, including through our Leadership Development Toolkit.
Human Capital As of February 3, 2024, we had approximately 349,000 employees (who we refer to as Associates), many of whom worked less than 40 hours per week. Approximately 85% 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.
Human Capital As of February 1, 2025, we had approximately 364,000 Associates, many of whom worked less than 40 hours per week. Approximately 86% of these Associates worked in our retail stores. We hire thousands of temporary employees each year, particularly during the peak back-to-school and holiday seasons.
Senior Executive Vice President, Chief Operating Officer, Marmaxx from 2004 to 2005. Executive Vice President, Merchandising, Marmaxx from 2001 to 2004. Various merchandising positions with TJX since joining in 1989. John Klinger 59 Senior Executive Vice President and Chief Financial Officer since February 2024. Executive Vice President and Chief Financial Officer from January 2023 to February 2024.
Senior Executive Vice President, Group President from 2008 to 2011. President, Marmaxx from 2005 to 2008. Senior Executive Vice President, Chief Operating Officer, Marmaxx from 2004 to 2005. Executive Vice President, Merchandising, Marmaxx from 2001 to 2004. Various merchandising positions with TJX since joining in 1989. John Klinger 60 Senior Executive Vice President and Chief Financial Officer since February 2024.
Douglas Mizzi 64 Senior Executive Vice President, Group President since February 2018. President, TJX Canada from October 2011 to February 2018. Managing Director TK Maxx, UK from April 2010 to October 2011. Executive Vice President, Chief Operating Officer, WMI from February 2006 to April 2010. Senior Vice President, Director of Store Operations, WMI from 2004 to 2006.
Douglas Mizzi 65 Senior Executive Vice President, Group President since February 2018. President, TJX Canada from October 2011 to February 2018. Managing Director TK Maxx, UK from April 2010 to October 2011. Executive Vice President, Chief Operating Officer, WMI from February 2006 to April 2010. Various store operations positions with TJX from 1988 to 2006.
Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this Form 10-K. 9 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following are the executive officers of TJX as of April 3, 2024: Name Age Office and Business Experience Kenneth Canestrari 62 Senior Executive Vice President, Group President since September 2014.
Information appearing on tjx.com is not a part of, and is not incorporated by reference in, this Form 10-K. 9 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following are the executive officers of TJX as of April 2, 2025: Name Age Office and Business Experience Peter Benjamin 62 Senior Executive Vice President, Group President since February 2025.
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 without spending heavily on store fixtures.
Our advertising is generally focused on promoting our retail banners rather than individual products, which contributes to our advertising budget (as a percentage of sales) remaining low compared to many traditional retailers. We design our stores to provide a pleasant, convenient shopping environment without spending heavily on store fixtures. Additionally, our distribution network is designed to run cost effectively.
Our global buying organization, which numbers over 1,300 Associates and has offices across 4 continents in 12 countries, executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.
Our buying organization, which numbers over 1,300 employees (who we refer to as Associates), has buying offices across the globe and executes this opportunistic buying strategy, buying merchandise from more than 100 countries in a variety of ways, depending on market conditions and other factors.
Executive Vice President, Corporate Controller from 2019 to January 2023. Senior Vice President, Corporate Controller from 2015 to 2019. Senior Vice President, Divisional Chief Financial Officer, TJX Europe from 2011 to 2015. Vice President, Corporate Finance from 2011 to 2011. Vice President, Divisional Chief Financial Officer for AJWright from 2007 to 2011.
Executive Vice President and Chief Financial Officer from January 2023 to February 2024. Executive Vice President, Corporate Controller from 2019 to January 2023. Senior Vice President, Corporate Controller from 2014 to 2019. Senior Vice President, Divisional Chief Financial Officer, TJX Europe from 2011 to 2014. Vice President, Corporate Finance from 2011 to 2011.
Competition The retail apparel and home fashion business is highly competitive. We compete on numerous factors including brand, fashion, price, quality, selection and freshness; in-store and online shopping experience and service; reputation and store location.
We compete on numerous factors including brand, fashion, price, quality, selection and freshness; in-store and online shopping experience and service; reputation and store location.
Additionally, our distribution network is designed to run cost effectively. Customer Service/Shopping Experience We strategically renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales. We train our store Associates to provide friendly and helpful customer service and seek to staff our stores to deliver a positive shopping experience.
Customer Service/Shopping Experience We strategically renovate and upgrade our stores across our retail banners to enhance our customers’ shopping experience and help drive sales. We train our store Associates to provide friendly and helpful customer service and seek to staff our stores to deliver a positive shopping experience. We believe we offer return policies that are customer friendly.
Various store operations positions with TJX from 1988 to 2004. The executive officers hold office until the next annual meeting of the Board in June 2024 and until their successors are elected and qualified. 10
The executive officers hold office until the next annual meeting of the Board in June 2025 and until their successors are elected and qualified. 10
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. Louise Greenlees 61 Senior Executive Vice President, Group President since June 2022. President, TJX Europe from January 2015 to June 2022. Managing Director, TJX Europe from January 2014 to January 2015.
Kenneth Canestrari 63 Senior Executive Vice President, Group President since September 2014. President, HomeGoods from 2012 to September 2014. Executive Vice President, Chief Operating Officer, HomeGoods from 2008 until 2012. Various financial positions with TJX from 1988 to 2008. Ernie Herrman 64 Chief Executive Officer since January 2016. Director since October 2015. President since January 2011.
We founded TJ 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.
Both chains sell family apparel (including footwear), accessories (including beauty and jewelry), home fashions (including home basics, decorative accessories and giftware), and other merchandise.
(b) Includes 78 Sierra stores in fiscal 2023 and 95 Sierra stores for fiscal 2024. 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 or superstore format. We count each of the stores in the combo or superstore format as a separate store.
Some of our home fashion stores are co-located with one of our apparel stores in a combo or superstore format. We count each of the stores in the combo or superstore format as a separate store. Competition The retail apparel and home fashion business is highly competitive.
We develop some of this merchandise ourselves, which allows us to supplement the depth of, or fill gaps in, our expected merchandise assortment. 6 Manufacturers, retailers and other vendors made up our expansive and changing universe of more than 21,000 vendors across the globe, including thousands of new vendors in 2023, which provides us substantial and diversified access to merchandise.
Collectively, these represent a small percentage of our product/merchandise mix. 6 Manufacturers, retailers and other vendors made up our expansive and changing universe of more than 21,000 vendors across the globe, including thousands of new vendors in fiscal 2025, which provides us substantial and diversified access to merchandise.
We believe our policies and practices, including our open-door philosophy, encourage open and honest communication and Associate engagement with the business. Inclusion and Diversity (“I&D”) Our global workforce reflects a diversity of races, ethnicities, sexual orientations, gender identities, abilities, experiences, religions, and much more, and we are committed to continuing to build and support an inclusive and diverse workplace.
Our global workforce reflects a diversity of races, ethnicities, sexual orientations, gender identities, abilities, religions, with a broad range of backgrounds and experience. We are committed to continuing to build and support an inclusive and diverse workplace.
We also acquire some merchandise that we offer under in-house brands or brands that are licensed to us.
We also acquire some merchandise that we offer under in-house brands or brands that are licensed to us. We develop some of this merchandise ourselves, which allows us to supplement the depth of, or fill gaps in, our expected merchandise assortment.
Removed
Group Buying Director, TJX Europe from April 2013 to January 2014. Homesense Managing Director, from December 2010 to April 2013. Ernie Herrman 63 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.
Added
We believe our policies and practices, including our open-door philosophy, encourage open and honest communication and Associate engagement with the business. Inclusion and Diversity (“I&D”) As a global company appealing to a broad customer demographic and with hundreds of thousands of Associates in several geographies, we recognize the importance of diversity to our Company’s culture.
Added
President, Marmaxx from 2023 to February 2025. Executive Vice President, Chief Merchandising Officer, Marmaxx, from 2015 through 2022. Executive Vice President, Chief Operating Officer, Marmaxx, 2012 to 2015. Executive Vice President, Planning and Allocation, Marmaxx 2011 to 2012. Senior Vice President, Planning and Allocation, Marmaxx, 2004 to 2011. Various merchandising positions with TJX from 1990 to 2004.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

113 edited+16 added−6 removed62 unchanged
Biggest changeRisks related to sourcing merchandise include: – potential disruptions in manufacturing and supply; – transport availability, capacity, and costs; – problems with third-party distribution and warehousing, logistics, transportation and other supply chain interruptions; – information technology challenges; – compliance with laws and regulations including labor, environmental, supply chain, international trade, and other laws in relevant countries, and those concerning ethical business practices; – duties, tariffs, border adjustment taxes, trade restrictions, sanctions, quotas, and voluntary export restrictions on imported merchandise; – changes to the United States Mexico Canada Agreement (the successor to the North American Free Trade Agreement) or successor or other trade agreements; – pandemics and epidemics (such as the COVID-19 pandemic) affecting sourcing, including manufacturing, buying or delivery; – strikes, threats of strikes, and other events affecting delivery; – consumer perceptions of the safety or quality of imported merchandise; – compliance with product laws and regulations of the destination country; – product liability claims from customers or investigations, enforcement or penalties from government agencies relating to products that are recalled, defective, or otherwise noncompliant or alleged to be harmful; – intellectual property enforcement and infringement issues; – concerns about environmental impact where materials are sourced and merchandise is produced, including relating to greenhouse gas emissions, waste, water usage, deforestation, biodiversity, and the impact of these activities on human health and local communities; – concerns about human rights, working conditions, and other labor rights and conditions in countries where merchandise is produced or materials are sourced, such as concerns related to treatment of the Uyghur population in the Xinjiang province of China; – currency exchange rates and financial or economic instability (including potential financial instability related to banking institutions); and – political, military, or other disruptions in regions and /or countries from, to or through which merchandise is imported, including in Ukraine and Russia, the Middle East, and the Red Sea and surrounding waterways.
Biggest changeRisks related to sourcing merchandise include: – potential disruptions in manufacturing and supply; – transport availability, capacity and costs; – tariffs, duties, border adjustment taxes, trade restrictions, sanctions, quotas and voluntary export restrictions on imported merchandise; – changes to international trade agreements or to trade agreement enforcement practices; – compliance with laws and regulations including labor, environmental, supply chain, international trade and other laws in relevant countries and those concerning ethical business practices; – problems with third-party distribution and warehousing, logistics, transportation and other supply chain interruptions; – information technology challenges; – strikes, threats of strikes and other events affecting delivery; – consumer perceptions of the safety or quality of imported merchandise; – compliance with product laws and regulations of the destination country; – product liability claims from customers or investigations, enforcement or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliant or alleged to be harmful; – pandemics and epidemics (such as the COVID-19 pandemic) affecting sourcing, including manufacturing, buying or delivery; – intellectual property enforcement and infringement issues; – concerns about environmental impact where merchandise is produced or materials are sourced, including relating to greenhouse gas emissions, waste, water usage, deforestation, biodiversity and the impact of these activities on human health and local communities; – concerns about human rights, working conditions and other labor rights and conditions in countries where merchandise is produced or materials are sourced; – currency exchange rates and financial or economic instability (including potential financial instability related to banking institutions); and – political, military or other disruptions in regions and/or countries from, to or through which merchandise is imported, including in Ukraine and Russia, the Middle East and the Red Sea and surrounding waterways. 13 Further, we are, and expect we will continue to be, subject to an increasing number of regulations that require us to report, develop new policies and procedures for, and, in certain cases, work to mitigate, certain supply chain risks related to sourcing merchandise internationally.
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.
Our merchants are expected to react effectively to rapidly changing opportunities and trends in the market, to assess the desirability and value of merchandise and to generally make determinations of what and how we source, as well as when and from where we source it.
We have closed stores and operations, divested from, and disposed of, businesses in the past, including for performance-related reasons, and we may be required to do so again in the future.
We have closed stores and operations and have divested from and disposed of businesses in the past, including for performance-related reasons, and we may be required to do so again in the future.
Any of these factors could increase, and have in the past increased, our labor costs. These factors could also increase the labor or other costs of our service providers, which could be passed on to us.
Any of these factors could increase, and in the past have increased, our labor costs. These factors could also increase the labor or other costs of our service providers, which could be passed on to us.
Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to crises, political matters, sensitive or polarizing topics, or on issues related to corporate responsibility or environmental, social, and governance (“ESG”) matters, and any perceived lack of transparency about such matters, could harm our reputation.
Similarly, challenges or reactions to action (or inaction), or perceived action (or inaction), by our company to sensitive or polarizing topics, crises, political matters, or on issues related to corporate responsibility or environmental, social and governance (“ESG”) matters, and any perceived lack of transparency about such matters, could harm our reputation.
Changes in the capital and credit markets, including market disruptions, limited liquidity and interest rate fluctuations, have in the past increased, and may continue to increase, the cost of financing or restrict our access to these potential sources of liquidity.
Changes in the capital and credit markets, including market disruptions, limited liquidity and interest rate fluctuations, have in the past increased and may continue to increase the cost of financing or may restrict our access to these potential sources of liquidity.
Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating performance, and on maintaining strong credit ratings.
Our continued access to these liquidity sources on favorable terms depends on multiple factors, including our operating performance and maintaining strong credit ratings.
If we are unable to realize the anticipated benefits from acquisitions or investments, we may be required to impair some or all of the goodwill associated with an acquisition or investment, which would adversely impact our results of operations and balance sheet, such as with an impairment charge.
If we are unable to realize the anticipated benefits from acquisitions or investments, we may be required to impair some or all of the goodwill associated with an acquisition or some or all of the investment, which would adversely impact our results of operations and balance sheet, such as with an impairment charge.
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.
Our effective income tax rate and future tax liability could be adversely affected by numerous factors including the results of tax audits; income before taxes being lower than anticipated in countries with lower statutory income tax rates and higher than anticipated in countries with higher statutory income tax rates; changes in income tax rates; changes in transfer pricing; changes in the valuation of deferred tax assets and liabilities; changes in applicable tax legislation, regulations, treaties and other guidance; and changes in accounting principles and interpretations relating to tax matters, any of which could adversely impact our results of operations and financial condition in future periods.
These factors include, among others, inflation and deflation; actual or perceived declines in consumer purchasing power; economic recession; unemployment levels; availability of disposable income and actual and perceived wealth; health care costs; costs of oil, gas and other commodities; interest rates and tax rates and related policies; weakness in the housing market and housing costs; volatility in capital markets; and credit availability.
These factors include, among others, inflation and deflation; actual or perceived declines in consumer purchasing power; economic recession; unemployment levels; availability of disposable income and actual and perceived wealth; health care costs; costs of oil, gas and other commodities; interest rates and tax rates and related policies; weakness in the housing market and rising housing costs; volatility in capital markets and credit availability.
In addition, we could be criticized for the scope of our initiatives or goals, which some may consider too wide and others may perceive as too narrow, or perceived as not acting responsibly in connection with these matters or otherwise, and that evaluation may be based on factors unrelated to the impact of these matters on our business, financial or otherwise.
In addition, we could be criticized for the scope of our programs, initiatives or goals, which some may consider too wide and others may perceive as too narrow, or perceived as not acting responsibly in connection with these matters or otherwise, and that evaluation may be based on factors unrelated to the impact of these matters on our business, financial or otherwise.
Failure to continue to expand our business successfully could adversely affect our financial results. Our growth strategy includes successfully expanding within our current markets and/or into new geographic regions, appropriately calibrating product lines and channels, including e-commerce, and, as appropriate, adding new businesses, whether by development, investment, or acquisition.
Failure to continue to expand our business successfully could adversely affect our financial results. Our growth strategy includes successfully expanding our business within our current markets and/or into new geographic regions, appropriately calibrating product lines and channels (including within our e-commerce sites) and, as appropriate, adding new businesses, whether by development, investment, or acquisition.
These activities may not meet our performance and other expectations and may expose us to unexpected or greater-than-expected costs, liabilities, and risks, including from, for example, changes in law, market conditions, the retail industry, political conditions, inaccurate assumptions, or the negligence or malfeasance of our partners or other third parties.
These activities may not meet our performance and other expectations and may expose us to unexpected or greater-than-expected costs, liabilities and risks, including from, for example, changes in law, market conditions, economic conditions, the retail industry, political conditions, inaccurate assumptions, or the negligence or malfeasance of our partners or other third parties.
The substantial size of our business can make it challenging to run our complex operations effectively and to manage suitable internal resources and third-party providers with appropriate oversight, including, for example, for teams managing administration, information technology systems, merchandising, sourcing, store operations, distribution, logistics, and compliance.
The substantial size of our business can make it challenging to run our complex operations effectively and to manage suitable internal resources and third-party providers with appropriate oversight, including, for example, for teams managing administration, information technology systems, merchandising, sourcing, marketing, store operations, distribution, logistics and compliance.
Our failure, or perceived failure, with these initiatives or more generally to manage reputational threats and meet shifting and in certain cases, inconsistent, stakeholder expectations or consumer preferences could negatively impact our brand, image, reputation, credibility, Associate retention, and the willingness of our customers and suppliers to do business with us.
Our failure, or perceived failure, with these programs or initiatives or more generally to manage reputational threats and meet shifting and, in certain cases, inconsistent, stakeholder expectations or consumer preferences could negatively impact our brand, image, reputation, credibility, Associate retention and the willingness of our customers and suppliers to do business with us.
If we are unable to manage our size and scale effectively, our results of operations may be adversely affected. 12 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.
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.
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.
As our business is subject to seasonal influences, a significant, unplanned decrease in sales or margins, a severe disruption or other significant event that impacts our business during the second half of the year could have a disproportionately adverse effect on our operating results.
Our business depends upon our operations continuing to generate strong cash flow to supply capital to support our general operating activities, to fund our anticipated growth and any return of cash to stockholders through our stock repurchase programs and dividends, and to pay our interest and debt repayments.
Our business depends upon our operations continuing to generate strong cash flow to supply capital to support our general operating activities, to fund our anticipated growth and any return of cash to stockholders through our stock repurchase programs and dividends and to pay our interest and make debt repayments.
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 severe or unseasonable adverse weather, serious disruptions, catastrophic events or public health crises.
Our strategies for managing these financial risks and exposures may not be effective or sufficient or may expose us to risk. 19 Our results may be adversely affected by severe or unseasonable adverse weather, serious disruptions, catastrophic events or public health crises.
In addition, we are subject to tax audits and examinations for payroll, value added, sales-based and other taxes relating to our businesses, which could adversely impact our financial results. ITEM 1B. Unresolved Staff Comments None. 22
In addition, we are subject to tax audits and examinations for payroll, value added, sales-based and other taxes relating to our businesses, which could adversely impact our financial results. ITEM 1B. Unresolved Staff Comments None.
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.
We are also subject to new and changing laws, rules and regulations, mandates, evolving interpretations of existing laws by judicial and regulatory authorities, changes in accounting standards, principles or interpretations and reforms in jurisdictions where we do business.
Damage to the reputation of our company and our banners could, among other things, result in declines in customer loyalty and sales; affect our vendor relationships and/or business development opportunities; limit our ability to attract and retain appropriate talent sufficient to meet the needs of our business; result in demonstrations, protests, or other altercations at our stores; divert the attention and resources of management, including to respond to inquiries or additional regulatory scrutiny; and otherwise adversely affect our financial results.
Damage to the reputation of our company and our banners could, among other things, result in declines in stock price; declines in customer loyalty and sales; affect our vendor relationships and/or business development opportunities; limit our ability to attract and retain appropriate talent sufficient to meet the needs of our business; result in demonstrations, protests, or other altercations at our stores; divert the attention and resources of management, including to respond to inquiries or additional regulatory scrutiny; and otherwise adversely affect our financial results.
We have a large and disparate workforce, and our ability to meet our labor needs and manage labor costs is subject to various external factors such as minimum wage laws and benefits requirements; market pressures, including prevailing wage rates and benefit levels, unemployment levels, and competition for labor from other industries; economic conditions, including inflation; changing demographics and workforce trends, including with respect to unionization and collective bargaining; 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.
We have a large and disparate workforce, and our ability to meet our labor needs and manage labor costs is subject to various external factors such as minimum wage laws and benefits requirements; market pressures, including prevailing wage rates and benefit levels, unemployment levels and competition for labor from other industries; economic conditions, including inflation; changing demographics and workforce trends, including with respect to unionization and collective bargaining; costs associated with workplace health and safety; interest rate changes; actuarial assumptions and methods; the costs of providing and managing retirement, health and other employee benefits, including health and insurance costs and a dynamic regulatory and policy environment, including with respect to health care, immigration, labor, employment, pension and other employee benefits and taxes.
Our performance also depends on recruiting, hiring, developing, training, and retaining talented Associates in key areas such as buying, management, information technology functions, and other corporate areas.
Our performance also depends on recruiting, hiring, developing, training and retaining talented Associates in key areas such as buying, information technology functions, and other corporate areas.
Key elements of our off-price business strategy, including opportunistic buying, operating with lean inventory levels, and frequent inventory turns, subject us to risks.
Key elements of our off-price business strategy, including opportunistic buying, operating with relatively lean inventory levels and frequent inventory turns, subject us to risks.
In addition, in connection with our prior acquisitions, we recorded intangible assets and goodwill and the value of the tradenames, and may similarly do so in the future in connection with other acquisitions.
In addition, in connection with most of our prior acquisitions, we recorded intangible assets and goodwill and the value of the tradenames, and may similarly do so in the future in connection with other acquisitions.
Even if a particular market has high commercial vacancies, if we are not able to find and lease appropriate real estate on attractive terms in the locations where we seek to open stores, or if new stores do not perform as well as we anticipated, we may need to change our planned growth in those markets.
For our store growth, even if a particular market has high commercial vacancies, if we are not able to find and lease appropriate real estate on attractive terms in the locations where we seek to open stores, or if new stores do not perform as well as we anticipated, we may need to change our planned growth in those markets.
Other portions of our workforce, including, for example Associates who work in our U.S. stores, which make up the largest portion of our workforce, may become unionized, which may subject us to additional requirements, expectations, actions or expense. Failure to employ qualified Associates in appropriate numbers and to retain key Associates and management could adversely affect our performance.
Other portions of our workforce, including, for example, Associates who work in our U.S. stores, which makes up the largest portion of our workforce, may become unionized, which may subject us to additional requirements, expectations, actions or expense. Failure to employ qualified Associates in appropriate numbers and to retain key Associates and management could adversely affect our performance.
These requirements change from time to time, and new national, state, provincial, or local regulations in the U.S. and other countries that may affect our business are contemplated and enacted with some regularity. We rely on our vendors to provide quality merchandise that complies with applicable laws and regulations, as well as our vendor code of conduct.
These requirements change from time to time, and new national, state, provincial or local regulations in the U.S. and other countries that may affect our business are contemplated and enacted with some regularity. We rely on our vendors to provide quality merchandise that complies with applicable laws and regulations and our vendor code of conduct.
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.
Results may be affected by various factors, including those described in these risk factors. In addition, we maintain a forecasting process that seeks to plan sales and align expenses. However, if we do not control costs or appropriately adjust costs to actual results, or if actual results differ significantly from our forecast, our financial performance could be adversely affected.
Additionally, competitors may enter or increase their presence in markets in which we operate, consolidate with other retailers, expand their merchandise offerings, expand their e-commerce capabilities, add new sales channels, change their pricing strategies, and/or adopt new processes or technologies that may allow them to compete more effectively.
Competitors may increase their presence in markets in which we operate, consolidate with other retailers, expand their merchandise offerings, expand their e-commerce capabilities, add new sales channels, change their pricing strategies and/or adopt new processes or technologies that may allow them to compete more effectively.
When we assign leases to third parties, or if we sell or close a business, we can remain liable for the lease obligations for the balance of the term and we are contingently liable if the assignee does not perform (as was the case with some of our former operations).
When we assign leases to third parties, or if we sell or close a business, we can remain liable for the lease obligations for the balance of the term and be contingently liable if the assignee does not perform (as was the case with some of our former operations).
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.
In addition, to respond to customer demand and effectively manage pricing and markdowns, we need to allocate and deliver merchandise to our stores appropriately, maintain an appropriate mix and level of inventory in each store and be flexible in our allocation of floor space at our stores across product categories.
Our IT systems and those of our suppliers, service providers and other third parties also may be damaged or disrupted, or personal or sensitive information compromised, from a number of other causes, including power outages, system failures, catastrophic events or Associate or contractor error.
Our IT systems and those of our suppliers, service providers and other third parties also may be damaged or disrupted, or personal or sensitive information compromised, from a number of other causes, including power outages, system failures, catastrophic events, or Associate or third-party error.
These regulations may result in increased operating costs and affect where, what, and how we source and how we allocate what we buy. These and other factors relating to sourcing, international trade, and imported merchandise could affect the availability and the price of our inventory and our operating costs.
As with other regulations, these may result in increased operating costs and affect where, what and how we source and how we allocate what we buy. These and other factors relating to sourcing, international trade and imported merchandise could affect the availability and the price of our inventory and our operating costs.
We could fail or be perceived to fail or fall short in our pursuit of such initiatives or to go too far in pursuing priorities perceived as outside of our business mission, or in accurately and comprehensively reporting our progress on such initiatives and any related goals and commitments.
We could fail or be perceived to fail or fall short in our pursuit of such initiatives, in going too far in pursuing priorities perceived as outside of our business mission, or in accurately and comprehensively reporting our progress on such initiatives and any related goals and commitments.
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. 16 As with our current operations, risks are inherent in opening and developing operations in new countries, including those related to compliance under the U.S.
It can be costly and complex to establish, develop and maintain international operations, to identify appropriate store locations and to promote business in new international jurisdictions, which may differ significantly from other countries in which we currently operate. 16 As with our current operations, risks are inherent in opening and developing operations in, or making investments in, new countries, including those related to compliance under the U.S.
For example, in recent years, increased freight costs related to labor, equipment and capacity shortages involving freight hauling, as well as other factors, had an adverse impact on our margins.
For example, in recent years, increased freight costs related to labor, equipment and capacity shortages involving freight hauling, increased interest rates, as well as other factors, had an adverse impact on our margins.
Similarly, if we reduce or suspend our dividend distributions, as we did for part of fiscal 2021, our stock price may be adversely affected. Failure to protect our inventory or other assets from loss and theft may impact customer and Associate safety as well as our financial results.
Similarly, if we reduce or suspend our dividend distributions, as we did for part of fiscal 2021, our stock price may be adversely affected. Failure to protect our inventory or other assets from loss and theft and situations resulting in loss or theft may impact customer and Associate safety as well as our financial results.
If we fail to increase our results over prior periods, to achieve our projected results or to meet the expectations of securities analysts or investors, our stock price may decline (as it has at times in recent years), and the decrease in the stock price may be disproportionate to the shortfall in our financial performance.
If we fail to increase our results over prior periods, to achieve our projected results or to meet the expectations of securities analysts or investors, our stock price may decline (as it has at times in the past), and the decrease in the stock price may be disproportionate to the shortfall in our financial performance.
Our customer transactions and our sales, margins, and other financial results could be adversely affected if we do not obtain and allocate the right merchandise at the right times, in the right quantities, at the right prices, in the right mix, and in the right geographies. Our opportunistic buying strategy places considerable discretion with our merchants.
Our customer transactions and our sales, margins and other financial results could be adversely affected if we do not obtain and allocate the right merchandise at the right times, in the right quantities, at the right prices, in the right mix and into the right stores. Our opportunistic buying strategy places considerable discretion with our merchants.
Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to matters relating to environmental sustainability, human capital management, social compliance, and governance. Failure to meet such expectations or comply with regulation could materially impact our operating results or materially harm our reputation.
Our business is subject to changing corporate compliance, governance and public disclosure regulations and expectations, including with respect to matters relating to environmental sustainability, human capital management, social compliance and governance. Failure to meet such expectations or comply with regulations could materially impact our operating results or materially harm our reputation.
The size and scale of our business also creates challenges in human resources administration and effectively managing, training, retaining, and engaging a large, disparate workforce, including those with a remote or hybrid work arrangement. These challenges may increase if a portion of our workforce is unable to work on site or is temporarily furloughed, as occurred in recent years.
The size and scale of our business also creates challenges in human resources administration and effectively managing, training, retaining and engaging a large, disparate workforce, including those with a remote or hybrid work arrangement. These challenges may increase if a portion of our workforce is unable to work on site or is temporarily furloughed, as has occurred in the past.
We maintain policies, procedures and controls designed to reduce the risks of cybersecurity compromises and IT failures or disruptions, but these controls vary in maturity across the business and may fail to operate as intended or be circumvented.
We maintain policies, procedures and controls designed to reduce the risks of cybersecurity compromises and IT failures or disruptions, but these controls vary in maturity across the business and may fail to operate as intended or be circumvented by bad actors.
We need to employ a large number of capable, engaged Associates for our stores and distribution centers and for other areas of our business. We must constantly recruit new Associates to fill entry level and part-time positions, which have high rates of turnover and at times find seasonal talent in sufficient numbers.
We need to employ a large number of capable, engaged Associates for our stores and distribution centers and for other areas of our business. We must constantly recruit new Associates to fill entry level and part-time positions, which have high rates of turnover, and at certain times must hire sufficient numbers of seasonal talent.
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.
As a result, movements in currency exchange rates have had, and are expected to continue to have, a significant impact on our consolidated and segment results from time to time. Changes in currency exchange rates can also increase the cost of inventory purchases that are denominated in a currency other than the local currency of the business buying the merchandise.
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.
Increased global and U.S. regulation related to environmental costs, including cap and trade, carbon taxes or other emissions management systems could also adversely affect our costs of doing business, including utility, transportation and logistics costs.
If we or our merchandise vendors are unable or fail to comply with regulatory requirements on a timely basis or at all, or to adequately monitor new regulations that may apply to existing or new merchandise categories or in new geographies, or if we sell non-compliant, unsafe, or previously recalled products, we could have to conduct product recalls, and could incur significant fines or penalties for non-compliance with applicable laws and regulations, or we could have to curtail some aspects of our sales or operations, which could have an adverse effect on our financial results.
If we, our merchandise vendors, or other third parties performing services on our behalf are unable or fail to comply with regulatory requirements on a timely basis or at all, or to adequately monitor new regulations that may apply to existing or new merchandise categories or in new geographies, or if we sell non-compliant, unsafe, or previously recalled products, we could have to conduct product recalls, incur significant fines or penalties for non-compliance with applicable laws and regulations and have to curtail some aspects of our sales or operations, any of which could have an adverse effect on our financial results.
Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations has required, and is expected to continue to require, us to invest in compliance efforts or otherwise expend resources before changes are certain.
Particularly in a dynamic regulatory environment, anticipated changes to laws and regulations have required, and are expected to continue to require, us to invest in compliance efforts or otherwise expend resources before changes are certain.
The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe and Australia, and the autonomy afforded to the banners in some aspects of the business also increase the risk that our systems, controls, practices and policies may not be implemented effectively or consistently throughout our company, that information may not be appropriately shared across our operations, and/or that our marketing and communications strategies may lack cohesion.
The large size and scale of our operations, our multiple banners and locations across the U.S., Canada, Europe and Australia and the autonomy afforded to the banners in some aspects of the business also increase the risk that our systems, controls, practices and policies may not be implemented effectively or consistently throughout our company, or that information may not be appropriately shared across our operations.
From time to time, we announce certain initiatives related to our corporate responsibility efforts, which we have focused under four pillars: environmental sustainability, workplace, communities, and responsible business, including responsible sourcing and social compliance. These initiatives may be considered to be overreaching by some stakeholders and inadequate by other stakeholders.
From time to time, we have announced certain initiatives related to our corporate responsibility efforts, which we have focused under four pillars: workplace, environmental sustainability, communities and responsible sourcing, which includes social compliance. These initiatives may be considered to be overreaching by some stakeholders and inadequate by other stakeholders.
Actual, potential, or non-compliance with applicable laws and regulations could, and in certain instances in the past has, exposed us to litigation or governmental enforcement action. 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.
Allegations of non-compliance with applicable laws and regulations could, and in certain instances in the past have, exposed us to litigation or governmental enforcement action. Although our arrangements with our vendors frequently provide for indemnification for product liabilities, the vendors may fail to honor these obligations to an extent we consider sufficient or at all.
Although we use various marketing channels to drive customer awareness and consideration of and interest in shopping our retail banners with the aim of increasing sales, including linear television, streaming video, audio, outdoor, digital/social media, and mobile, some of our competitors may spend more for their marketing programs than we do, or use different approaches than we do, which may provide them with a competitive advantage.
Although we use various marketing channels (including, among others, linear television, streaming video, audio, outdoor, digital/social media and mobile) to drive customer awareness of and interest in shopping our retail banners and to increase sales, some of our competitors may spend more for their marketing programs or use different approaches than we do, which may provide them with a competitive advantage.
Meeting customers’ expectations effectively generally involves identifying the right opportunities and making the right investments at the right time and with the right speed, among other things, and failure to do so may impact our business and financial results. 11 We operate in highly competitive markets, and we may not be able to compete effectively.
Meeting customers’ expectations effectively generally involves identifying the right opportunities, balancing them with potential risks and making the right investments at the right time, on the right scale and with the right speed, among other things, and failure to do so effectively may impact our business and financial results. 11 We operate in highly competitive markets, and we may not be able to compete effectively.
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, real estate taxes, and operating expenses for the balance of the lease term or paying to exercise rights to terminate, and the cost of any of these obligations may be significant.
If we decide or are required to permanently close stores, we typically are required to continue to perform obligations under the applicable leases, which generally include, among other things, paying rent, insurance premiums, real estate taxes, and maintenance expenses for the balance of the lease term, and the cost of any of these obligations may be significant.
Certain investor advocacy groups, investors, customers, regulators, Associates, and other stakeholders have increasingly focused on social impact, environmental sustainability, human capital management, human rights and other related matters in a variety of ways that are not necessarily consistent.
Various stakeholders, including certain advocacy groups, investors, customers, governmental officials and Associates, have increasingly focused on social impact, environmental sustainability, human capital management, human rights and other related matters in a variety of ways that are not necessarily consistent.
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. Fluctuations in currency exchange rates may lead to lower revenues and earnings.
Such increases can impact the cost of merchandise, which could adversely affect our performance through potentially reduced consumer demand or reduced margins. Fluctuations in currency exchange rates may lead to lower revenues and earnings.
Customers also may have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels (including digital/social media platforms). These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors, as was the case during the COVID-19 pandemic.
Customers also may have expectations about how they shop in stores or through e-commerce or more generally engage with businesses across different channels (including digital/social media platforms). These expectations may vary both across and within demographics and geographies and may evolve rapidly or be impacted by external factors.
Financial, regulatory and other risks are also associated with international operations, including currency exchange fluctuations; potentially adverse tax consequences; limitations on the repatriation and investment of funds outside of the country where earned; trade regulations; other compliance requirements; the risk of policy or regulatory changes; the risk of political, economic and civil instability and labor unrest; and uncertainties regarding interpretation, application and enforceability of laws and agreements.
Financial, regulatory and other risks are also associated with international operations, including currency exchange fluctuations; potentially adverse tax consequences; limitations on the repatriation and investment of funds outside of the country where earned; trade regulations; other compliance requirements; the risk of policy or regulatory changes, including those that could affect sourcing and allocation and/or add significant compliance and disclosure costs; the risk of political, economic and civil instability and labor unrest; and uncertainties regarding interpretation, application and enforceability of laws and agreements.
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 financial plans at the rate or in the timing we planned, our earnings per share may be adversely affected.
In addition, if we suspend our buyback program, which we have done in the past, or if we have an active buyback program and are repurchasing shares but do not repurchase the number of shares we contemplated pursuant to our financial plans at the rate or in the timing we planned, our earnings per share may be adversely affected.
Many of these factors have been present in the market in recent years, including inflation and economic downturn, which has impacted consumer confidence and discretionary spending. 18 Volatility or uncertainty in regulation or policy, including in areas such as international trade and U.S. tariff policies; threats or occurrences of war or armed conflict (including the ongoing Russia-Ukraine conflict, the resurgence of conflict in the Middle East, and recent shipping disruptions in the Red Sea and surrounding waterways); terrorism; pandemics or epidemics (such as the COVID-19 pandemic); supply chain disruptions; geopolitical instability or uncertainty; uncertainty regarding the financial stability of banking institutions; and political or social unrest and/or conflict (locally or across regions) may have significant effects on consumer confidence and spending that can in turn, affect our financial results and impact the retail industry generally.
Many of these factors have been present in the market in recent years, including inflation and economic downturn, which has impacted consumer confidence and discretionary spending. 18 Volatility or uncertainty in regulation or policy, including in areas such as international trade and tariff policies; threats or occurrences of war or armed conflict (including the ongoing Russia-Ukraine conflict, the conflict in the Middle East, and shipping disruptions in the Red Sea and surrounding waterways); terrorism; pandemics or epidemics (such as the COVID-19 pandemic); supply chain disruptions; geopolitical instability or uncertainty; uncertainty regarding the financial stability of banking institutions; and political or social unrest and/or conflict (locally or across regions) have had and may continue to have significant effects on consumer confidence and spending.
Food and Drug Administration (such as the U.S. Food Safety Modernization Act), state regulations like California’s Proposition 65, and similar obligations in other countries in which we operate impose restrictions and requirements on the merchandise we buy and sell.
Consumer Product Safety Commission (such as the Consumer Product Safety Improvement Act of 2008) and the U.S. Food and Drug Administration (such as the U.S. Food Safety Modernization Act), state laws and regulations like California’s Proposition 65 and similar obligations in other countries in which we operate, impose restrictions and requirements on the merchandise we buy and sell.
These attempts include use of malware, ransomware, phishing, social engineering, denial-of-service attacks, exploitation of system vulnerabilities or misconfigurations, Associate malfeasance, digital and physical payment card skimmers, account takeovers and other forms of cyber-attacks. These attempts continue to increase in sophistication, heightening the risk of compromise or disruption.
These attempts include use of malware, ransomware, phishing, vishing, deepfakes, social engineering, denial-of-service attacks, exploitation of system vulnerabilities or misconfigurations, Associate or third-party service provider malfeasance, digital and physical payment card skimmers, account takeovers and other forms of cyber-attacks. These attempts continue to increase in sophistication (including through the use of artificial intelligence), heightening the risk of compromise or disruption.
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.
Complying with applicable laws, rules, regulations, standards, interpretations, orders and our own internal policies may require us to spend additional time and resources to develop and implement new policies, procedures and other controls, consolidate and report additional data, conduct audits, train Associates and third parties on our compliance methods, or take other actions, particularly as we continue to grow globally and enter new markets, countries, or product categories and affect our operations including where, what, and how we source and how we allocate what we buy, any of which could adversely impact our results.
Natural or other disasters, such as hurricanes, tornadoes, floods, wildfires, earthquakes and other extreme weather; climate conditions; public health issues, such as pandemics and epidemics (such as the COVID-19 pandemic); fires or explosions; acts of war or conflict (such as the ongoing Russia-Ukraine conflict, the resurgence of conflict in the Middle East and recent shipping disruptions in the Red Sea and surrounding waterways); domestic or foreign terrorism or other acts of violence (including riots or active shooter situations); or cyberterrorism, nation-state cyber-attacks, or other cyber events could disrupt our operations in a number of ways, including by causing injury or serious harm to our Associates (when traveling on business or otherwise) 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.
Natural or other disasters, such as hurricanes, tornadoes, floods, wildfires, earthquakes and other extreme weather; climate conditions, which have recently been increasing in severity and frequency; public health issues, such as pandemics and epidemics (such as the COVID-19 pandemic); fires or explosions; acts of war or conflict (such as the ongoing Russia-Ukraine conflict, the ongoing conflict in the Middle East and shipping disruptions in the Red Sea and surrounding waterways); domestic or foreign terrorism or other acts of violence (including riots or active shooter situations); or cyberterrorism, nation-state cyber-attacks, or other cyber events could disrupt our operations and/or have an adverse effect on our results of operations and financial condition in a number of ways, including by causing injury or serious harm to our Associates or customers; severely damaging or destroying one or more of our stores, distribution facilities, or office facilities; or could disrupt the operations of, or require the closure of, one or more of our vendors or other parts of our supply chain located in the affected areas.
Our inability to effectively prevent and/or minimize or reduce the loss or theft of assets, or to accurately predict and accrue for the impact of those losses, has adversely affected our financial performance, as it did for part of fiscal 2023, and could do so again.
Our inability to prevent and/or minimize or reduce the loss or theft of assets effectively, or to predict and accrue for the impact of those losses accurately, has adversely affected our financial performance in the past and could do so again.
Day-to-day operations, including our ability to receive products from our vendors or third-party service providers or to transport products to our stores or to our e-commerce customers could be adversely affected, transportation to and from our stores (by customers or Associates) could be limited, or we could temporarily close stores or distribution centers in the affected areas or in areas served by affected distribution centers for a short or extended period of time (as with closures of our stores and other facilities at various times due to the COVID-19 pandemic).
Day-to-day operations, including our ability to receive products from our vendors or third-party service providers or to transport products to our stores or to our e-commerce customers could be adversely affected, transportation to and from our stores (by customers or Associates) could be limited, or we could temporarily close stores or distribution centers in the affected areas or in areas served by affected distribution centers for a short or extended period of time.
These requirements, current or changing, could adversely affect our operating results, increase our reporting burdens, require us to develop new policies and procedures, and may affect our operations, including where, what, and how we source and how we allocate what we buy, and include those involving: – labor and employment practices and benefits, including pay transparency requirements and rules applicable to labor unions and works councils; – import/export, supply chain, social compliance, trade restrictions, and logistics, including resulting from changes to requirements or policies from the Uyghur Forced Labor Prevention Act and the emergence of widespread sanctions as a result of the ongoing Russia-Ukraine conflict; – climate change, energy, waste and water; 20 – consumer protection, product safety, and product compliance; – marketing; – financial regulations and reporting; – tax; – cybersecurity, data protection and privacy, such as to comply with, or fines and penalties related to, General Data Protection Regulation in the European Union and the California Consumer Privacy Act; – Internet regulations, including e-commerce, electronic communications and privacy; – protection of intellectual property rights; – health, welfare and safety requirements; and – compliance with governmental assistance programs.
These requirements, current or changing, could adversely affect our operating results and may affect our operations, and include those involving: – labor and employment practices and benefits, including pay transparency requirements, and rules applicable to labor unions and works councils; – import/export, supply chain, social compliance, trade restrictions and logistics, including resulting from changes to requirements or policies from the Uyghur Forced Labor Prevention Act, the Countering America’s Adversaries Through Sanctions Act and the continuation of widespread sanctions as a result of the ongoing Russia-Ukraine conflict; – climate change, energy, waste, deforestation, biodiversity, chemicals management and water; – consumer protection, product safety and product compliance; – marketing; – financial regulations and reporting, including various climate-related financial disclosure regulations; – tax; – cybersecurity, data protection and privacy, such as to comply with, or fines and penalties related to, General Data Protection Regulation in the European Union and the California Consumer Privacy Act; – internet regulations, including e-commerce, electronic communications and privacy; – protection of intellectual property rights; – health, welfare and safety requirements; and – compliance with governmental assistance programs.
A variety of factors have impacted, and may continue to impact, execution of our opportunistic buying strategy and inventory management.
In addition to the above factors, a variety of external factors have impacted, and may continue to impact, execution of our opportunistic buying strategy and inventory management.
In addition, if we, or third parties that perform services on our behalf, fail to comply with applicable laws, rules, regulations, standards, interpretations and orders, or are unable to provide us with data or other information needed to meet our regulatory reporting obligations, we may be subject to judgments, fines or other costs or penalties, which may cause reputational harm and could adversely affect our operations and our financial results and condition.
In addition, if we, or third parties that perform services on our behalf, including those operating retail businesses, fail to comply with applicable laws, rules, regulations, standards, interpretations and orders, or are unable to provide us with data or other information needed to meet our regulatory reporting obligations, we may be subject to judgments, fines or other costs or penalties, which may cause reputational harm and could adversely affect our operations and our financial results and condition. 21 Our results may be materially adversely affected by the outcomes of litigation, legal proceedings and other legal or regulatory matters.
Acquisition, investment or divestiture activities may divert attention of management away 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 the integration or attendant risks of acquired businesses or investments, all of which can be difficult, time-consuming and dilutive.
We may not effectively evaluate target companies, investments or investment partners or assess the risks, benefits and costs of buying, investing in or closing businesses, or the integration or attendant risks of acquired businesses or investments, all of which can be difficult, time-consuming and dilutive.
Growth can also add complexity to our business operations by requiring effective and timely information sharing; significant additional attention from our management and other functions across our business, including compliance and risk management; development of new capabilities, processes, and controls; increased staffing and Associate training; and/or retention and management of appropriate third-party providers.
Growth can also add complexity to our business operations by requiring effective and timely information sharing; significant additional attention from our management and other functions across our business, including compliance and risk management; development of new capabilities, processes and controls; increased staffing and Associate training and/or retention and management of appropriate third-party providers, including training or coordinating with those operating businesses in which we are invested or with which we share certain responsibilities.
For example, our ability to allocate, deliver, and maintain our preferred mix and level of inventory has been impacted in recent years by temporary store closures, inflationary pressures, global supply chain disruptions, and other challenges, as a result of events, including the global COVID-19 pandemic.
In the past, our ability to allocate, deliver and maintain our preferred mix and level of inventory has been impacted by temporary store closures, inflationary pressures, global supply chain disruptions and other challenges as a result of external events.
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. 21 Quality, safety, or other issues with merchandise we buy and sell could impact our reputation, sales and financial results.
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.
In particular, prolonged volatility or significant disruption of global financial markets relating to the financial and regulatory environment; interest rate increases following a period of low interest rates; and geopolitical conflict, including the ongoing Russia-Ukraine conflict, the resurgence of conflict in the Middle East and recent shipping disruptions in the Red Sea and surrounding waterways, could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, and impede our ability to comply with debt covenants.
In particular, prolonged volatility or significant disruption of global financial markets relating to the financial and regulatory environment; interest rate increases following a period of low interest rates; geopolitical conflict; and disruptions impacting traditional banking, could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all, and impede our ability to comply with debt covenants.
We are subject to the risk of labor actions or disruptions of various kinds, including work stoppages, decreased flexibility as a result of labor law limitations, 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.
We are subject to risks and potential material expenses associated with multiemployer plans, including from pension plan underfunding, benefit cuts, increased contribution or funding requirements, changes in plan terms, withdrawal liability, increased premium costs, conditions imposed under any governmental assistance programs or the insolvency of other participating employers or governmental insurance programs.
Conversely, failing to offer competitive wages or benefits, or to manage our workforce effectively, could adversely affect our ability to attract or retain appropriate talent sufficient to meet the needs of our business, causing our customer service or performance to suffer.
Conversely, failing to offer competitive wages or benefits, or to manage our workforce effectively, could adversely affect our ability to attract or retain appropriate talent sufficient to meet the needs of our business, causing our customer service to suffer, potentially impacting consumers’ desire to shop our stores, among other things, and causing our financial performance to suffer.
We also have faced and may continue to face challenges in engaging, overseeing, and training Associates with remote or hybrid work arrangements. We also have faced, and may continue to face, potential challenges relating to Associates’ willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of economic pressures, health concerns, or otherwise.
We also have faced and may continue to face potential challenges relating to Associates’ willingness or ability to staff our stores and distribution centers or otherwise continue employment as a result of economic pressures, health and safety concerns or otherwise.
Changes in the business landscape and the increase of remote working by our Associates, service providers and other third parties have the potential to increase the likelihood of system damage or disruption and increase the risk of a cybersecurity compromise. Additionally, there is a heightened risk of cybersecurity incidents as a result of geopolitical events outside of our control.
Changes in the business landscape and the increase of remote working by our Associates, service providers and other third parties have the potential to increase the likelihood of system damage or disruption and increase the risk of a cybersecurity compromise.
We also are dependent on the ongoing integrity, security and consistent operations of these systems, including related back-up systems.
Our ongoing operations and successful growth are dependent on our doing these things effectively. We also are dependent on the ongoing integrity, security and consistent operation of these systems, including related back-up systems.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, outside of regular Board and committee meetings, the Chair of the IT Subcommittee of the Audit and Finance Committee meets with senior management (including the Chief Information Security Officer (“CISO”) and the Executive Vice President, Chief Information Officer (“CIO”)) on at least a quarterly basis to remain informed of and support our cybersecurity programs, including our assessment of current threats, defensive efforts, and other organizational initiatives.
Biggest changeAdditionally, outside of regular Board and committee meetings, the Chair of the IT Subcommittee of the Audit and Finance Committee meets with senior management (including the Chief Information Security Officer (“CISO”) and the Executive Vice President, Chief Information Officer (“CIO”)) on at least a quarterly basis to remain informed of and support our cybersecurity programs, including our assessment of current threats, defensive efforts, and other organizational initiatives. 23 Management’s Role in Managing Risk Our information security program is overseen by our CISO, who has over thirty-five years of cybersecurity, information governance, and IT experience in critical infrastructure, private industry, and government.
The scope and level of our risk-based initiatives in these areas varies across functions and across the business. We maintain an Information Management Program that is overseen by our Information Management Steering Committee (the “IMSC”), which is a cross-functional group consisting of senior leaders from areas such as IT, IT Security, Risk and Compliance, Privacy, Legal, and Audit.
The scope and level of our risk-based initiatives in these areas varies across functions and across the business. We maintain an Information Management Program that is overseen by our Information Management Steering Committee (the “IMSC”), which is a cross-functional group consisting of senior leaders from areas such as IT, Cybersecurity, Risk and Compliance, Privacy, Legal, and Audit.
The IMSC is responsible for developing and updating policies to support TJX’s Information Management Program and enhance the overall privacy, information security, and records management posture of our business. Within our IT Security department, our Security Operations Center provides threat detection and incident response capabilities.
The IMSC is responsible for developing and updating policies to support TJX’s Information Management Program and enhance the overall privacy, information security, and records management posture of our business. Within our Cybersecurity department, our Security Operations Center provides threat detection and incident response capabilities.
For more information, see “Compromises of our cybersecurity, disruptions in our information technology systems, or failure to satisfy the information technology needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation”. in Item 1A in this Form 10-K. 23
For more information, see “Compromises of our cybersecurity, disruptions in our information technology systems, or failure to satisfy the information technology needs of our business could result in material loss or liability, materially impact our operating results or materially harm our reputation. ” in Item 1A in this Form 10-K.
Our CISO is informed about and monitors the prevention, detection and mitigation of cybersecurity threats through his management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Our CISO reports to our CIO, who has more than twenty-eight years of global information technology leadership experience. Our CISO is informed about and monitors the prevention, detection and mitigation of cybersecurity threats through his management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Removed
Management’s Role in Managing Risk Our information security program is overseen by our CISO, who has over thirty-five years of cybersecurity, information governance, and IT experience in critical infrastructure, private industry, and government. Our CISO reports to our CIO, who has more than twenty-eight years of global information technology leadership experience.
Added
As discussed in Item 1A in this Form 10-K, despite our continuing efforts, our IT systems, as well as those of our suppliers, service providers and other third parties whose IT systems we utilize directly or indirectly, are targeted by attempts to access or obtain personal or other sensitive information, attempts at monetary theft and attempts to disrupt business.
Removed
Other than the unauthorized intrusion into our network discovered late in 2006, discussed in Item 1A in this Form 10-K, we are not aware of a cybersecurity incident that resulted in a material effect on our business strategy, results of operations, or financial condition.
Added
These attempts continue to evolve and are becoming increasingly sophisticated (including through the use of artificial intelligence). While some of these attempts have resulted in cybersecurity incidents, the unauthorized intrusion into our network discovered late in 2006 is the only such cybersecurity incident to date that has been material to the results of our operations.
Removed
Despite our continuing efforts, our cybersecurity safeguards may not prevent breaches or breakdowns of our or our third-party service providers’ IT systems, particularly in the face of continually evolving cybersecurity threats and increasingly sophisticated threat actors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeCounts include both banners within a combo or a superstore: United States Marmaxx (a) Sierra HomeGoods (a) Total Alabama 35 — 12 47 Arizona 40 — 17 57 Arkansas 18 — 5 23 California 271 — 100 371 Colorado 29 9 12 50 Connecticut 52 1 21 74 Delaware 9 — 6 15 District of Columbia 6 — — 6 Florida 204 — 88 292 Georgia 93 — 32 125 Hawaii 8 — — 8 Idaho 9 1 3 13 Illinois 98 7 36 141 Indiana 44 2 12 58 Iowa 19 1 6 26 Kansas 19 1 7 27 Kentucky 29 1 7 37 Louisiana 31 — 10 41 Maine 12 1 5 18 Maryland 56 1 26 83 Massachusetts 108 3 40 151 Michigan 75 5 23 103 Minnesota 34 9 16 59 Mississippi 19 — 6 25 Missouri 39 — 13 52 Montana 6 1 2 9 Nebraska 10 1 6 17 Nevada 21 1 7 29 New Hampshire 28 5 15 48 New Jersey 91 4 55 150 New Mexico 10 1 3 14 New York 169 6 65 240 North Carolina 70 — 26 96 North Dakota 6 1 2 9 Ohio 90 5 29 124 Oklahoma 20 — 6 26 Oregon 27 3 10 40 Pennsylvania 99 3 38 140 Puerto Rico 29 — 6 35 Rhode Island 12 — 6 18 South Carolina 36 — 14 50 South Dakota 5 — 1 6 Tennessee 53 — 17 70 Texas 177 — 71 248 Utah 19 6 11 36 Vermont 8 1 1 10 Virginia 72 4 39 115 Washington 42 2 19 63 West Virginia 11 — 5 16 Wisconsin 43 7 17 67 Wyoming 5 2 — 7 Total Stores 2,516 95 974 3,585 (a) Marmaxx operates TJ Maxx and Marshalls.
Biggest changeCounts include both banners within a combo or a superstore: United States Marmaxx (a) Sierra HomeGoods (a) Total Alabama 39 — 12 51 Arizona 42 — 18 60 Arkansas 18 — 5 23 California 273 — 104 377 Colorado 29 10 12 51 Connecticut 52 1 21 74 Delaware 9 — 7 16 District of Columbia 6 — — 6 Florida 208 — 92 300 Georgia 95 1 34 130 Hawaii 8 — — 8 Idaho 9 1 3 13 Illinois 100 9 36 145 Indiana 46 3 13 62 Iowa 20 3 7 30 Kansas 19 2 7 28 Kentucky 32 2 7 41 Louisiana 31 — 10 41 Maine 13 1 5 19 Maryland 56 1 26 83 Massachusetts 108 3 41 152 Michigan 76 7 23 106 Minnesota 34 9 16 59 Mississippi 20 — 6 26 Missouri 39 — 13 52 Montana 6 2 2 10 Nebraska 11 2 6 19 Nevada 22 1 7 30 New Hampshire 28 6 15 49 New Jersey 91 4 55 150 New Mexico 12 1 4 17 New York 169 8 66 243 North Carolina 71 — 32 103 North Dakota 6 2 4 12 Ohio 90 5 29 124 Oklahoma 21 — 6 27 Oregon 28 3 10 41 Pennsylvania 103 4 38 145 Puerto Rico 31 — 6 37 Rhode Island 12 — 6 18 South Carolina 36 2 17 55 South Dakota 6 — 1 7 Tennessee 55 — 19 74 Texas 179 — 81 260 Utah 19 6 11 36 Vermont 9 1 1 11 Virginia 72 4 39 115 Washington 43 2 19 64 West Virginia 11 — 5 16 Wisconsin 45 9 18 72 Wyoming 5 2 — 7 Total stores 2,563 117 1,015 3,695 (a) Marmaxx operates TJ Maxx and Marshalls.
Some of the Company's leases have options to terminate prior to the lease expiration date. 24 STORE LOCATIONS Stores were operated in the following locations at the end of fiscal 2024.
Some of the Company's leases have options to terminate prior to the lease expiration date. 24 STORE LOCATIONS Stores were operated in the following locations at the end of fiscal 2025.
Additionally, we own and lease additional office space throughout the United States and in various countries. As of February 3, 2024, TJX owned and leased a combined 3.4 million square feet of office space, primarily within the United States. Square footage information for office space represents total space owned or leased. 26
Additionally, we own and lease additional office space throughout the United States and in various countries. As of February 1, 2025, TJX owned and leased a combined 3.7 million square feet of office space, primarily within the United States. Square footage information for office space represents total space owned or leased. 26
Owned Leased Total Square footage in millions Sq/ft Count Sq/ft Count Sq/ft Count Marmaxx 9 9 5 9 14 18 HomeGoods 4 5 3 3 7 8 Sierra 1 1 1 1 2 2 TJX Canada — — 3 5 3 5 TJX International 1 1 4 9 5 10 Total 15 16 16 27 31 43 OFFICE SPACE TJX has corporate headquarters in Massachusetts which consists of both owned and leased space.
Owned Leased Total Square footage in millions Sq/ft Count Sq/ft Count Sq/ft Count Marmaxx 9 9 6 9 15 18 HomeGoods 5 6 0 1 5 7 Sierra 1 1 1 1 2 2 TJX Canada — — 3 5 3 5 TJX International 1 1 4 9 5 10 Total 16 17 14 25 30 42 OFFICE SPACE TJX has corporate headquarters in Massachusetts which consists of both owned and leased space.
HomeGoods operates HomeGoods and Homesense. 25 Canada Winners HomeSense Marshalls Total Alberta 43 21 17 81 British Columbia 42 23 9 74 Manitoba 9 5 5 19 New Brunswick 4 3 4 11 Newfoundland 3 2 2 7 Nova Scotia 11 5 2 18 Ontario 127 72 49 248 Prince Edward Island 1 1 — 2 Quebec 55 22 15 92 Saskatchewan 7 4 3 14 Total Stores 302 158 106 566 Europe TK Maxx Homesense Total United Kingdom 355 77 432 Republic of Ireland 27 2 29 Germany 174 — 174 Poland 53 — 53 Austria 19 — 19 The Netherlands 16 — 16 Total Stores 644 79 723 Australia TK Maxx Australian Capital Territory 3 New South Wales 24 Queensland 26 Victoria 20 South Australia 4 Western Australia 2 Tasmania 1 Total Stores 80 DISTRIBUTION CENTERS The following is a summary of our primary owned and leased distribution and fulfillment centers as of February 3, 2024.
HomeGoods operates HomeGoods and Homesense. 25 Canada Winners HomeSense Marshalls Total Alberta 44 22 19 85 British Columbia 42 23 9 74 Manitoba 9 5 5 19 New Brunswick 4 3 4 11 Newfoundland 3 2 2 7 Nova Scotia 11 5 2 18 Ontario 129 73 50 252 Prince Edward Island 1 1 — 2 Quebec 57 22 15 94 Saskatchewan 7 4 3 14 Total stores 307 160 109 576 Europe TK Maxx Homesense Total United Kingdom 355 73 428 Republic of Ireland 27 2 29 Germany 182 — 182 Poland 53 — 53 Austria 21 — 21 The Netherlands 17 — 17 Total stores 655 75 730 Australia TK Maxx Australian Capital Territory 3 New South Wales 26 Queensland 26 Victoria 21 South Australia 5 Western Australia 2 Tasmania 1 Total stores 84 DISTRIBUTION CENTERS The following is a summary of our primary owned and leased distribution and fulfillment centers as of February 1, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnder this program and previously announced programs, we had approximately $3.5 billion available for repurchase as of February 3, 2024. (d) Includes two days of shares repurchases in October that were previously disclosed in fiscal 2024’s third quarter 10Q due to a transition from reporting on a trade basis to reporting on a settlement basis. ITEM 6. Reserved 27
Biggest changeUnder this program and previously announced programs, we had approximately $3.6 billion available for repurchase as of February 1, 2025. ITEM 6. Reserved 27
(b) Includes commissions for the shares repurchased under stock repurchase programs. (c) In February 2024, we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional $2.5 billion of our common stock from time to time.
(b) Includes commissions for the shares repurchased under stock repurchase programs. (c) In February 2025, we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional $2.5 billion of our common stock from time to time.
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange (Symbol: TJX). The approximate number of common shareholders of record at February 3, 2024 was 1,865.
ITEM 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange (Symbol: TJX). The approximate number of common shareholders of record at February 1, 2025 was 1,800.
INFORMATION ON SHARE REPURCHASES The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal 2024 and the average price paid per share are as follows: Total Number of Shares Repurchased (a) Average Price Paid Per Share (b) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (c) October 29, 2023 through November 25, 2023 (d) 1,772,684 $ 89.41 1,772,684 $ 1,685,298,367 November 26, 2023 through December 30, 2023 3,639,686 $ 89.98 3,639,686 $ 1,357,797,718 December 31, 2023 through February 3, 2024 3,296,892 $ 94.42 3,296,892 $ 1,046,499,865 Total 8,709,262 8,709,262 (a) Consists of shares repurchased under publicly announced stock repurchase programs.
INFORMATION ON SHARE REPURCHASES The number of shares of common stock repurchased by TJX during the fourth quarter of fiscal 2025 and the average price paid per share are as follows: Total Number of Shares Repurchased (a) Average Price Paid Per Share (b) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (c) November 3, 2024 through November 30, 2024 1,219,600 $ 120.61 1,219,600 $ 1,757,203,298 December 1, 2024 through January 4, 2025 3,208,279 $ 124.30 3,208,279 $ 1,358,406,178 January 5, 2025 through February 1, 2025 2,513,564 $ 121.98 2,513,564 $ 3,551,805,664 Total 6,941,443 6,941,443 (a) Consists of shares repurchased under publicly announced stock repurchase programs.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+20 added−16 removed42 unchanged
Biggest changeRelocated stores and stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp store sales percentage is immaterial.
Biggest changeRelocated stores and stores that have changed in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp store sales percentage is immaterial. 29 Sales excluded from comp store sales (“non-comp store sales”) consist of sales from: – New stores - stores that have not yet met the comp store sales criteria, which represents a substantial majority of non-comp store sales – Stores that are closed permanently or for an extended period of time – Sales from our e-commerce sites (starting with the first quarter of fiscal 2026, we will no longer exclude sales from our e-commerce sites from comp store sales, which we do not expect to have a material impact on such figures).
Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. In addition to our four main segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.
Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. In addition to our four segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.
The balances do not include variable costs for insurance, real estate taxes, other operating expenses and, in some cases, rent payments based on a percentage of sales; these items totaled approximately one-third of the total minimum rent for fiscal 2024. – See Note M—Accrued Expenses and Other Liabilities, Current and Long Term of Notes to Consolidated Financial Statements for long-term liabilities for which it is not reasonably possible for us to predict when they may be paid, which includes $0.6 billion for employee compensation and benefits and $0.2 billion for uncertain tax positions. – We also have non-cancellable purchase obligations under purchase orders for merchandise and under agreements for capital items, products and services used in our business, including executive employment and other agreements. 38 CRITICAL ACCOUNTING ESTIMATES We prepare our consolidated financial statements in accordance with GAAP which requires us to make certain estimates and judgments that impact our reported results.
The balances do not include variable costs for insurance, real estate taxes, other operating expenses and, in some cases, rent payments based on a percentage of sales; these items totaled approximately one-third of the total minimum rent for fiscal 2025. – See Note M—Accrued Expenses and Other Liabilities, Current and Long Term of Notes to Consolidated Financial Statements for long-term liabilities for which it is not reasonably possible for us to predict when they may be paid, which includes $0.7 billion for employee compensation and benefits and $0.2 billion for uncertain tax positions. – We also have non-cancellable purchase obligations under purchase orders for merchandise and under agreements for capital items, products and services used in our business, including executive employment and other agreements. 38 CRITICAL ACCOUNTING ESTIMATES We prepare our Consolidated Financial Statements in accordance with GAAP which requires us to make certain estimates and judgments that impact our reported results.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations TJX provides projections and other forward-looking statements in the following discussions particularly relating to our future financial performance. These forward-looking statements are estimates based on information currently available to us and subject to the cautionary statements set forth on page 2 of this Form 10-K.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations TJX provides projections and other forward-looking statements in the following discussions particularly relating to our future financial performance. These forward-looking statements are estimates based on information currently available to us and subject to the cautionary statements set forth on page 3 of this Form 10-K.
Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of Marmaxx’s net sales for fiscal 2024 and fiscal 2023 and did not have a significant impact on year-over-year segment margin comparisons.
Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of Marmaxx’s net sales for fiscal 2025 and fiscal 2024, and did not have a significant impact on year-over-year segment margin comparisons.
In February 2024, we announced that our Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $2.5 billion of our common stock from time to time. We currently plan to repurchase approximately $2 billion to $2.5 billion of stock under our stock repurchase programs in fiscal 2025.
In February 2025, we announced that our Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $2.5 billion of our common stock from time to time. We currently plan to repurchase approximately $2 billion to $2.5 billion of stock under our stock repurchase programs in fiscal 2026.
Operating lease liabilities exclude legally binding minimum lease payments for approximately 170 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.
Operating lease liabilities exclude legally binding minimum lease payments for approximately 150 leases signed but not yet commenced and include options to extend lease terms that are now deemed reasonably certain of being exercised according to our Lease Accounting Policy.
We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended February 3, 2024, as described in Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are adequate to meet our operating needs for the foreseeable future.
We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended February 1, 2025, as described in Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are adequate to meet our operating needs for the foreseeable future.
Presented below is selected financial information related to our business segments. 32 U.S.
Presented below is selected financial information related to our segments. 32 U.S.
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.
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.
We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 3, 2024. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.
We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through February 1, 2025. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.
Revenues by Geography The percentages of our consolidated revenues by geography for the last two fiscal years are as follows: Fiscal 2024 Fiscal 2023 United States: Northeast 22 % 22 % Midwest 13 13 South (including Puerto Rico) 28 27 West 15 15 Total United States 78 % 77 % Canada 9 10 Europe 12 12 Australia 1 1 Total TJX 100 % 100 % Impact of Foreign Currency Exchange Rates Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies.
Revenues by Geography The percentages of our consolidated revenues by geography for the last two fiscal years are as follows: Fiscal 2025 Fiscal 2024 United States: Northeast 21 % 22 % Midwest 13 13 South (including Puerto Rico) 28 28 West 16 15 Total United States 78 % 78 % Canada 9 9 Europe 12 12 Australia 1 1 Total TJX 100 % 100 % Impact of Foreign Currency Exchange Rates Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies.
If we use our operating cash flow and/or cash on hand to repay our debt, it will reduce the amount of cash available for additional capital expenditures. Operating Activities Net cash provided by operating activities was $6.1 billion in fiscal 2024 and $4.1 billion in fiscal 2023.
If we use our operating cash flow and/or cash on hand to repay our debt, it will reduce the amount of cash available for additional capital expenditures. Operating Activities Net cash provided by operating activities was $6.1 billion in both fiscal 2025 and fiscal 2024.
Discussions of fiscal 2022 items and year-to-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended January 28, 2023.
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our annual report on Form 10-K for the fiscal year ended February 3, 2024.
The increase in net sales reflects a 4% increase from non-comp store sales, a 3% increase from comp store sales and a 2% increase from the estimated impact of the 53rd week. The increase in comp store sales for fiscal 2024 reflected an increase in customer transactions, partially offset by a decrease in average basket.
The increase in net sales reflects a 4% increase from comp store sales and a 2% increase from non-comp store sales, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024. The increase in comp store sales for fiscal 2025 reflected an increase in customer transactions, partially offset by a decrease in average basket.
In fiscal 2024, we have used, and in the future we may continue to 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.
Periodically, we have used, and in the future we may again use, operating cash flow and cash on hand to repay portions of our indebtedness, depending on prevailing market conditions, liquidity requirements, existing economic conditions, contractual restrictions and other factors.
The discussion that follows relates to our 53-week fiscal year ended February 3, 2024 (fiscal 2024) and our 52-week fiscal years ended January 28, 2023 (fiscal 2023) and February 1, 2025 (fiscal 2025). The following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results.
The discussion that follows relates to our 52-week fiscal year ended February 1, 2025 (fiscal 2025) and our 53-week fiscal year ended February 3, 2024 (fiscal 2024) and our 52-week fiscal year ended January 31, 2026 (fiscal 2026). The following is a discussion of our consolidated operating results, followed by a discussion of our segment operating results.
We calculate comp store sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned.
In any given fiscal year, we calculate comp store sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned.
As of February 3, 2024, we held $5.6 billion in cash. Approximately $1.4 billion of our cash was held by our foreign subsidiaries with $804 million held in countries where we intend to indefinitely reinvest any undistributed earnings.
As of February 1, 2025, we held $5.3 billion in cash. Approximately $1.4 billion of our cash was held by our foreign subsidiaries with $875 million held in countries where we intend to indefinitely reinvest any undistributed earnings.
GENERAL CORPORATE EXPENSE Fiscal Year Ended In millions February 3, 2024 January 28, 2023 (53 weeks) General corporate expense $ 708 $ 582 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.
GENERAL CORPORATE EXPENSE Fiscal Year Ended In millions February 1, 2025 February 3, 2024 (53 weeks) General corporate expense $ 739 $ 708 General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our segments. General corporate expenses are primarily included in SG&A expenses.
Comparable store sales for a category such as home or apparel include sales from merchandise within such category combined across all divisions at the stores that fall within the Company’s definition of comparable stores for such period. 29 Historically, we defined customer traffic to be the number of transactions in stores included in the comp store sales calculation; going forward we refer to this as customer transactions.
Comparable store sales for a category such as home or apparel include sales from merchandise within such category combined across all divisions at the stores that fall within the Company’s definition of comparable stores for such period. We define customer transactions to be the number of transactions in stores included in the comp store sales calculation.
Foreign currency had a neutral impact on diluted earnings per share in fiscal 2024 compared to a 0.06 negative impact on diluted earnings per share in fiscal 2023. 31 Segment Information We operate four main business segments. In the United States, our Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and our HomeGoods segment operates HomeGoods and Homesense.
Foreign currency had a $0.01 positive impact on diluted earnings per share in fiscal 2025 compared to a neutral impact on diluted earnings per share in fiscal 2024. Segment Information We operate four segments. In the United States, our Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and our HomeGoods segment operates HomeGoods and Homesense.
We operate over 4,900 stores through our four main segments: in the U.S., Marmaxx (which operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods, and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe, and TK Maxx in Australia).
We operate over 5,000 stores through our fou r segments: in the U.S., Marmaxx (which operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe, and TK Maxx in Australia).
The increase in net sales reflects a 3% increase in comp store sales, a positive foreign currency exchange rate impact of 3%, a 2% increase from the estimated impact of the 53rd week and a 1% increase from non-comp store sales. The increase in comp store sales was driven by an increase in customer transactions.
The increase in net sales reflects a 4% increase in comp store sales, a 3% increase from non-comp store sales and a positive foreign currency exchange rate impact of 1%, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024. The increase in comp store sales was driven by an increase in customer transactions.
In addition to our four main segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment. RESULTS OF OPERATIONS Highlights of our financial performance for fiscal 2024 include the following: – Net sales increased 9% to $54.2 billion for fiscal 2024 versus $49.9 billion for fiscal 2023.
In addition to our fou r segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment. RESULTS OF OPERATIONS Highlights of our financial performance for fiscal 2025 include the following: – Net sales increased 4% to $56.4 billion for fiscal 2025 versus $54.2 billion for fiscal 2024.
Net cash used in investing activities include capital expenditures for the last two fiscal years as set forth in the table below: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 New stores $ 153 $ 164 Store renovations and improvements 725 594 Office and distribution centers 844 699 Total capital expenditures $ 1,722 $ 1,457 We expect our capital expenditures in fiscal 2025 will be in the range of approximately $2.0 billion to $2.1 billion, including approximat ely $1.0 billion to $1.1 billion for our offices and distribution centers (including buying and merchandising systems and other information systems) to support growth, approximatel y $0.8 billion for store renovations and approximatel y $0.2 billion for new stores.
Net cash used in investing activities include capital expenditures for the last two fiscal years as set forth in the table below: Fiscal Year Ended In millions February 1, 2025 February 3, 2024 New stores $ 176 $ 153 Store renovations and improvements 788 725 Office and distribution centers 954 844 Total capital expenditures $ 1,918 $ 1,722 We expect our capital expenditures in fiscal 2026 will be in the range of approximately $2.1 billion to $2.2 billion, including approximat ely $1.0 billion to $1.1 billion for our offices and distribution centers (including information technology systems) to support growth, approximatel y $0.9 billion for store renovations and approximatel y $0.2 billion for new stores.
As of February 3, 2024, there were no short-term bank borrowings or commercial paper outstanding.
As of February 1, 2025, there were no short-term bank borrowings or commercial paper outstanding.
The increase in net sales reflects a 3% increase in comp store sales, a 2% increase from the estimated impact of the 53rd week and a 1% increase in non-comp store sales, partially offset by a negative foreign currency exchange rate impact of 3%.
The increase in net sales reflects a 5% increase in comp store sales and a 2% increase in non-comp store sales, partially offset by a negative foreign currency exchange rate impact of 2% and a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024.
The increase in net sales reflects a 6% increase from comp store sales, a 2% increase from the estimated impact of the 53rd week and a 1% increase from non-comp store sales. The increase in comp store sales for fiscal 2024 was driven by an increase in customer transactions.
The increase in net sales reflects a 4% increase from comp store sales and a 2% increase from non-comp store sales, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024. The increase in comp store sales for fiscal 2025 was driven by an increase in customer transactions.
The increase in segment profit margin was primarily driven by higher merchandise margin, partially offset by incremental store wage and payroll costs and higher incentive compensation costs. Merchandise margin reflects lower freight costs and higher markon.
The increase in segment profit margin was primarily driven by higher merchandise margin, partially offset by incremental store wage and payroll costs and higher occupancy and administrative costs. Merchandise margin reflects higher markon and lower inventory shrink expense.
Comp store sales of our foreign segments are calculated by translating the current year’s comp store sales using the prior 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 store sales may be referred to as “same store” sales by other retail companies.
We define constant currency basis as translating the current year’s results using the prior year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more appropriate measure of performance. Comp store sales may be referred to as “same store” sales by other retail companies.
In fiscal 2025, we expect to add approximately 45 Marmaxx net new stores and 26 new Sierra stores, which would increase selling square footage by approximately 2%. 33 HomeGoods Fiscal Year Ended U.S. dollars in millions February 3, 2024 January 28, 2023 (53 weeks) Net sales $ 8,990 $ 8,264 Segment profit $ 861 $ 522 Segment profit margin 9.6 % 6.3 % Comp store sales 3 % (11) % Stores in operation at end of period: HomeGoods 919 894 Homesense 55 46 Total 974 940 Selling square footage at end of period (in millions): HomeGoods 17 16 Homesense 1 1 Total 18 17 Net Sales Net sales for HomeGoods were $9.0 billion for fiscal 2024, an increase of 9%, compared to $8.3 billion for fiscal 2023.
In fiscal 2026, we expect to open 40 Marmaxx net new stores and approximately 20 new Sierra stores, which would increase selling square footage by approximately 2%. 33 HomeGoods Fiscal Year Ended U.S. dollars in millions February 1, 2025 February 3, 2024 (53 weeks) Net sales $ 9,386 $ 8,990 Segment profit $ 1,021 $ 861 Segment profit margin 10.9 % 9.6 % Comp store sales 4 % 3 % Stores in operation at end of period: HomeGoods 943 919 Homesense 72 55 Total 1,015 974 Selling square footage at end of period (in millions): HomeGoods 17 17 Homesense 2 1 Total 19 18 Net Sales Net sales for HomeGoods were $9.4 billion for fiscal 2025, an increase of 4%, compared to $9.0 billion for fiscal 2024.
SEGMENTS Marmaxx Fiscal Year Ended U.S. dollars in millions February 3, 2024 January 28, 2023 (53 weeks) Net sales $ 33,413 $ 30,545 Segment profit $ 4,597 $ 3,883 Segment profit margin 13.8 % 12.7 % Comp store sales 6 % 3 % Stores in operation at end of period: TJ Maxx 1,319 1,299 Marshalls 1,197 1,183 Sierra 95 78 Total 2,611 2,560 Selling square footage at end of period (in millions): TJ Maxx 29 28 Marshalls 27 27 Sierra 1 1 Total 57 56 Net Sales Net sales for Marmaxx were $33.4 billion for fiscal 2024, an increase of 9% compared to $30.5 billion for fiscal 2023.
SEGMENTS Marmaxx Fiscal Year Ended U.S. dollars in millions February 1, 2025 February 3, 2024 (53 weeks) Net sales $ 34,604 $ 33,413 Segment profit $ 4,895 $ 4,597 Segment profit margin 14.1 % 13.8 % Comp store sales 4 % 6 % Stores in operation at end of period: TJ Maxx 1,333 1,319 Marshalls 1,230 1,197 Sierra 117 95 Total 2,680 2,611 Selling square footage at end of period (in millions): TJ Maxx 30 29 Marshalls 27 27 Sierra 1 1 Total 58 57 Net Sales Net sales for Marmaxx were $34.6 billion for fiscal 2025, an increase of 4% compared to $33.4 billion for fiscal 2024.
This was a 1.7 percentage point increase compared to 9.3% for fiscal 2023, which included a 0.4 percentage point charge related to the write-down of our minority investment in Familia. – Our cost of sales, including buying and occupancy costs, ratio for fiscal 2024 was 70.0%, a 2.4 percentage point decrease compared to 72.4% for fiscal 2023. – Our selling, general and administrative (“SG&A”) expense ratio for fiscal 2024 was 19.3%, a 1.4 percentage point increase compared to 17.9% for fiscal 2023. – Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were up 1% on both a reported basis and constant currency basis at the end of fiscal 2024 as compared to the prior year. – During fiscal 2024, we returned $4.0 billion to our shareholders through share repurchases and dividends.
This was a 0.5 percentage point increase compared to 11.0% for fiscal 2024, which included an estimated 0.1 percentage point benefit from the 53rd week in fiscal 2024. – Our cost of sales, including buying and occupancy costs, ratio for fiscal 2025 was 69.4%, a 0.6 percentage point decrease compared to 70.0% for fiscal 2024. – Our selling, general and administrative (“SG&A”) expense ratio for fiscal 2025 was 19.4%, a 0.1 percentage point increase compared to 19.3% for fiscal 2024. – Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites and Sierra stores, were up 1% at the end of fiscal 2025 as compared to the prior year. – During fiscal 2025, we returned $4.1 billion to our shareholders through share repurchases and dividends.
Interest (Income) Expense, net The components of interest (income) expense, net for the last two fiscal years are summarized below: Fiscal Year Ended In millions February 3, 2024 January 28, 2023 (53 weeks) Interest expense $ 82 $ 91 Capitalized interest (3) (7) Interest (income) (249) (78) Interest (income) expense, net $ (170) $ 6 The change in interest (income) expense, net for fiscal 2024 compared to fiscal 2023 was due to an increase in interest income driven by an increase in prevailing rates and a higher average cash balance.
Interest (Income) Expense, net The components of interest (income) expense, net for the last two fiscal years are summarized below: Fiscal Year Ended In millions February 1, 2025 February 3, 2024 (53 weeks) Interest expense $ 78 $ 82 Capitalized interest (2) (3) Interest (income) (257) (249) Interest (income) expense, net $ (181) $ (170) Interest (income) expense, net increased for fiscal 2025 compared to fiscal 2024 due to an increase in interest income driven by a higher average cash balance.
The 53rd week in fiscal 2024 increased net sales by an estimated 2%. As of February 3, 2024, the number of stores in operation increased approximately 2% and selling square footage increased approximately 3% compared to the end of fiscal 2023. – Consolidated comp store sales increased 5% in fiscal 2024.
As of February 1, 2025, the number of stores in operation increased approximately 3% and selling square footage increased approximately 2% compared to the end of fiscal 2024. – Consolidated comp store sales increased 4% in fiscal 2025.
The increase includes a 5% increase in comp store sales, a 2% increase from the estimated impact of the 53rd week in fiscal 2024, a 2% increase from non-comp store sales and a neutral impact from foreign currency exchange rates.
The increase includes a 4% increase in comp store sales, a 2% increase from non-comp store sales, a neutral impact from foreign currency exchange rates, partially offset by a negative 2% estimated year-over-year impact from the 53rd week in fiscal 2024.
The increase in comp store sales was driven by an increase in customer transactions, partially offset by a decrease in average basket. Segment Profit Margin Segment profit margin increased to 14.2% for fiscal 2024 compared to a segment profit margin of 14.0% for fiscal 2023.
The increase in comp store sales was driven by an increase in customer transactions. Segment Profit Margin Segment profit margin decreased to 13.5% for fiscal 2025 compared to a segment profit margin of 14.2% for fiscal 2024.
In fiscal 2025, we expect to add approximately 10 stores in Canada, which would increase selling square footage by approximately 2%. 35 TJX International Fiscal Year Ended U.S. dollars in millions February 3, 2024 January 28, 2023 (53 weeks) Net sales $ 6,768 $ 6,215 Segment profit $ 332 $ 347 Segment profit margin 4.9 % 5.6 % Comp store sales (a) 3 % N/A Stores in operation at end of period: TK Maxx 644 629 Homesense 79 78 TK Maxx Australia 80 74 Total 803 781 Selling square footage at end of period (in millions): TK Maxx 13 13 Homesense 1 1 TK Maxx Australia 1 1 Total 15 15 (a) Comp store sales reported for fiscal 2024 and was not applicable for fiscal 2023.
In fiscal 2026, we expect to open 12 new stores in Canada, which would increase selling square footage by approximately 2%. 35 TJX International Fiscal Year Ended U.S. dollars in millions February 1, 2025 February 3, 2024 (53 weeks) Net sales $ 7,181 $ 6,768 Segment profit $ 422 $ 332 Segment profit margin 5.9 % 4.9 % Comp store sales 4 % 3 % Stores in operation at end of period: TK Maxx 655 644 Homesense 75 79 TK Maxx Australia 84 80 Total 814 803 Selling square footage at end of period (in millions): TK Maxx 13 13 Homesense 1 1 TK Maxx Australia 1 1 Total 15 15 Net Sales Net sales for TJX International were $7.2 billion for fiscal 2025, an increase of 6% compared to $6.8 billion for fiscal 2024.
See Net Sales below for the definition of comp store sales. – Diluted earnings per share were $3.86 for fiscal 2024, which included an estimated benefit of $0.10 from the 53rd week in fiscal 2024, compared to $2.97 for fiscal 2023, which included a $0.14 net of tax charge related to the write-down and the divestiture of our minority investment in Familia. – Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal 2024 was 11.0%, which included an estimated 0.1 percentage point benefit from the 53rd week in fiscal 2024.
See Net Sales below for the definition of comp store sales. – Diluted earnings per share were $4.26 for fiscal 2025, compared to $3.86 for fiscal 2024, which included an estimated benefit of $0.10 from the 53rd week in fiscal 2024. – Pre-tax profit margin (the ratio of pre-tax income to net sales) for fiscal 2025 was 11.5%.
The increase in general corporate expense for fiscal 2024 was primarily driven by higher incentive and share-based compensation costs and a contribution to TJX’s U.S. charitable foundation. 36 ANALYSIS OF FINANCIAL CONDITION Liquidity and Capital Resources Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper.
The increase in general corporate expense for fiscal 2025 was primarily driven by other administrative costs and share-based compensation costs, partially offset by the favorable year-over-year impacts related to the mark-to-market adjustments on inventory hedges. 36 ANALYSIS OF FINANCIAL CONDITION Liquidity and Capital Resources Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper.
This would increase selling square footage by approximately 4%. 34 FOREIGN SEGMENTS TJX Canada Fiscal Year Ended U.S. dollars in millions February 3, 2024 January 28, 2023 (53 weeks) Net sales $ 5,046 $ 4,912 Segment profit $ 715 $ 690 Segment profit margin 14.2 % 14.0 % Comp store sales (a) 3 % N/A Stores in operation at end of period: Winners 302 297 HomeSense 158 151 Marshalls 106 106 Total 566 554 Selling square footage at end of period (in millions): Winners 7 6 HomeSense 3 3 Marshalls 2 2 Total 12 11 (a) Comp store sales reported for fiscal 2024 and was not applicable for fiscal 2023.
This would increase selling square footage by approximately 3%. 34 FOREIGN SEGMENTS TJX Canada Fiscal Year Ended U.S. dollars in millions February 1, 2025 February 3, 2024 (53 weeks) Net sales $ 5,189 $ 5,046 Segment profit $ 703 $ 715 Segment profit margin 13.5 % 14.2 % Comp store sales 5 % 3 % Stores in operation at end of period: Winners 307 302 HomeSense 160 158 Marshalls 109 106 Total 576 566 Selling square footage at end of period (in millions): Winners 7 7 HomeSense 3 3 Marshalls 2 2 Total 12 12 Net Sales Net sales for TJX Canada were $5.2 billion for fiscal 2025, an increase of 3% compared to $5.0 billion for fiscal 2024.
The increase in segment profit margin for fiscal 2024 was primarily driven by higher merchandise margin, due to lower freight costs, partially offset by incremental store wage and payroll costs, costs related to the closing of our HomeGoods e-commerce business and higher incentive compensation costs.
The increase in segment profit margin for fiscal 2025 was primarily driven by higher merchandise margin and the year-over-year benefit from closing HomeGoods’ e-commerce business last year, partially offset by incremental store wage and payroll costs. Merchandise margin reflects lower freight costs and higher markon.
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.
Currency translation generally does not affect operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at approximately the same rates within a given period. 30 Mark-to-Market Inventory Derivatives We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX Canada and TJX International.
As of February 3, 2024, approximately $3.5 billion remained available under our existing stock repurchase programs. For further information regarding equity repurchases, see Note D—Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements. The IRA levies a 1% excise tax on net stock repurchases after December 31, 2022.
As of February 1, 2025, approximately $3.6 billion remained available under our existing stock repurchase programs. For further information regarding equity repurchases, see Note D—Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements. Dividends We declared quarterly dividends on our common stock which totaled $1.50 per share in fiscal 2025 and $1.33 per share in fiscal 2024.
Sales excluded from comp store sales (“non-comp store sales”) consist of sales from: – New stores - stores that have not yet met the comp store sales criteria, which represents a substantial majority of non-comp store sales – Stores that are closed permanently or for an extended period of time – Sales from our e-commerce sites We determine which stores are included in the comp store sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year.
We determine which stores are included in the comp store sales calculation at the beginning of a fiscal year, and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year. Comp store sales of our foreign segments are calculated on a constant currency basis.
Selling, General and Administrative Expenses SG&A expenses, as a percentage of net sales, were 19.3% for fiscal 2024, an increase of 1.4 percentage points compared to 17.9% for fiscal 2023. The increase in SG&A ratio for fiscal 2024 was attributable to higher incentive compensation costs and incremental store wage and payroll costs.
Selling, General and Administrative Expenses SG&A expenses, as a percentage of net sales, was 19.4% for fiscal 2025, an increase of 0.1 percentage points compared to 19.3% for fiscal 2024.
Cost of Sales, Including Buying and Occupancy Costs Cost of sales, including buying and occupancy costs, as a percentage of net sales was 70.0% for fiscal 2024, a decrease of 2.4 percentage points compared to 72.4% of net sales for fiscal 2023. 30 The decrease in the cost of sales ratio, including buying and occupancy costs, was primarily attributable to higher merchandise margin due to lower freight costs.
Cost of Sales, Including Buying and Occupancy Costs Cost of sales, including buying and occupancy costs, as a percentage of net sales was 69.4% for fiscal 2025, a decrease of 0.6 percentage points compared to 70.0% of net sales for fiscal 2024.
Our operating cash flows increased by $2 billion compared to fiscal 2023 primarily due to a $1 billion increase in net income, a $466 million increase in accrued expenses reflecting higher incentive compensation costs and a $461 million change in merchandise inventories net of accounts payable.
Our operating cash flows increased by $59 million compared to fiscal 2024 primarily due to a $390 million increase in net income, partially offset by a $215 million decrease in accrued expenses reflecting lower incentive compensation costs. Investing Activities Investing activities resulted in net cash outflows of $2.5 billion in fiscal 2025 and $1.7 billion in fiscal 2024.
We expect to pay quarterly dividends for fiscal 2025 of $0.375 per share, or an annual dividend of $1.50 per share, subject to the declaration and approval by our Board of Directors. This would represent a 13% increase over the per share dividends declared and paid in fiscal 2024.
Cash payments for dividends on our common stock totaled $1.6 billion for fiscal 2025 and $1.5 billion for fiscal 2024. We expect to pay quarterly dividends for fiscal 2026 of $0.425 per share, or an annual dividend of $1.70 per share, subject to the declaration and approval by our Board of Directors.
Merchandise margin reflects lower freight costs and higher markon. In fiscal 2025, we expect to add approximately 15 net new stores in Europe and approximately 5 net new stores in Australia, which would increase selling square footage by approximately 2%.
In fiscal 2026, we expect to open 22 net new stores in Europe and 6 new stores in Australia, which would increase selling square footage by approximately 3%.
As of February 3, 2024, our store count increased approximately 2% and selling square footage increased approximately 3% compared to the same period last year.
Both home comp store sales growth (as defined below) and apparel comp store sales growth (as defined below) generally performed in line with the overall comp store sales increase for fiscal 2025. As of February 1, 2025, our store count increased approximately 3% and selling square footage increased approximately 2% compared to the same period last year.
See Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for additional information. Equity Under our stock repurchase program, we paid $2.5 billion to repurchase and retire 29.0 million shares of our stock in fiscal 2024. We paid $2.3 billion to repurchase and retire 34.9 million shares of our stock in fiscal 2023.
Equity Under our stock repurchase program, we paid $2.5 billion to repurchase and retire 22.3 million shares of our stock in fiscal 2025. We paid $2.5 billion to repurchase and retire 29 million shares of our stock in fiscal 2024.
Percentage of Net Sales Fiscal 2024 Fiscal 2023 Net sales 100.0 % 100.0 % Cost of sales, including buying and occupancy costs 70.0 72.4 Selling, general and administrative expenses 19.3 17.9 Impairment on equity investment — 0.4 Interest (income) expense, net (0.3) 0.0 Income before income taxes 11.0 % 9.3 % Net Sales Net sales for fiscal 2024 totaled $54.2 billion, a 9% increase versus net sales of $49.9 billion for fiscal 2023.
Percentage of Net Sales Fiscal 2025 Fiscal 2024 Net sales 100.0 % 100.0 % Cost of sales, including buying and occupancy costs 69.4 70.0 Selling, general and administrative expenses 19.4 19.3 Interest (income) expense, net (0.3) (0.3) Income before income taxes * 11.5 % 11.0 % * Figures may not foot due to rounding.
Investing Activities Investing activities resulted in net cash outflows of $1.7 billion in fiscal 2024 and $1.5 billion in fiscal 2023. The cash outflows for both periods were primarily driven by capital expenditures.
Financing Activities Net cash used in financing activities resulted in net cash outflows of $3.8 billion in fiscal 2025 compared to net cash outflows of $4.2 billion in fiscal 2024. The cash outflows for both periods were primarily driven by equity repurchases and dividend payments.
All geographies performed in line with the overall comp store sales increase. Segment Profit Margin Segment profit margin increased to 9.6% for fiscal 2024 compared to a segment profit margin of 6.3% for fiscal 2023.
Geographically, comp store sales growth was strongest in the West and Midwest regions. Segment Profit Margin Segment profit margin increased to 10.9% for fiscal 2025 compared to a segment profit margin of 9.6% for fiscal 2024.
A dividend of $0.3325 per share was declared in the fourth quarter of fiscal 2024 and paid in March 2024. 28 Operating Results as a Percentage of Net Sales The following table sets forth our consolidated operating results as a percentage of net sales.
Operating Results as a Percentage of Net Sales The following table sets forth our consolidated operating results as a percentage of net sales.
The cash outflows for both periods were primarily driven by equity repurchases and dividend payments. Additionally, fiscal 2024 included a $500 million debt repayment upon maturity. 37 Debt The cash outflows in fiscal 2024 were due to the repayment of our $500 million 2.500% ten-year Notes due May 2023 during the second quarter of fiscal 2024, upon maturity.
Debt The cash outflows in fiscal 2024 were due to the repayment of our $500 million 2.500% ten-year Notes due May 2023 during the second quarter of fiscal 2024. For further information regarding long-term debt, see Note J—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements.
Net sales from our e-commerce sites combined amounted to less than 2% of total sales for both fiscal 2024 and fiscal 2023. For fiscal 2023 and fiscal 2024, we have returned to our historical definition of comparable store sales (as defined below).
Net sales from our e-commerce sites combined amounted to less than 2% of total sales for both fiscal 2025 and fiscal 2024. Comp store sales increased 4% for fiscal 2025 and increased 5% for fiscal 2024. Comp store sales for fiscal 2025 was driven by an increase in customer transactions.
Considering we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum, these rules are not expected to materially increase our global tax costs. There remains uncertainty as to the final Pillar Two model rules.
These rules did not have a material impact on our financial statements for fiscal 2025 and did not materially increase our global tax costs on our fiscal 2025 financial statements. There remains uncertainty as to the final Pillar Two model rules.
We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions we operate in. In August 2022, the Inflation Reduction Act of 2022 (“IRA”), was signed into law.
We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions in which we operate. 31 The effective income tax rate was 25.0% for fiscal 2025 and fiscal 2024. There were no significant changes to our effective income tax rate for fiscal 2025, compared to fiscal 2024.
For fiscal 2024, Marmaxx had strong home and apparel comp store sales growth. All geographies generally performed in line with the overall comp store sales increase. Segment Profit Margin Segment profit margin increased to 13.8% for fiscal 2024 compared to a segment profit margin of 12.7% for fiscal 2023.
While both Marmaxx home and apparel comp store sales growth were positive, home comp store sales growth outperformed apparel comp store sales growth for fiscal 2025. Geographically, comp store sales growth was positive across all regions. Segment Profit Margin Segment profit margin increased to 14.1% for fiscal 2025 compared to a segment profit margin of 13.8% for fiscal 2024.
The increase for fiscal 2024 was primarily driven by favorable supply chain costs and higher merchandise margin, partially offset by a prior year release of a COVID wage subsidy reserve, higher incentive compensation and administrative costs. Merchandise margin reflects lower freight costs, partially offset by lower markon and higher markdowns.
This increase was due to higher merchandise margin, a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable, partially offset by incremental store wage costs. Merchandise margin reflects higher markon and lower markdowns.
The increase in the fiscal 2024 effective income tax rate is primarily due to an increase of nondeductible items and a reduction of excess tax benefits from share-based compensation. Net Income and Diluted Earnings Per Share Net income was $4.5 billion in fiscal 2024 compared to $3.5 billion in fiscal 2023.
Net Income and Diluted Earnings Per Share Net income was $4.9 billion in fiscal 2025 compared to $4.5 billion in fiscal 2024. Diluted earnings per share in fiscal 2025 were $4.26 compared to $3.86 in fiscal 2024, which included an estimated benefit of $0.10 per share from the 53rd week in fiscal 2024.
Net Sales Net sales for TJX Canada were $5.0 billion for fiscal 2024, an increase of 3% compared to $4.9 billion for fiscal 2023.
E-commerce sales represented less than 4% of TJX International’s net sales for both fiscal 2025 and fiscal 2024. Segment Profit Margin Segment profit margin increased to 5.9% for fiscal 2025 compared to a segment profit margin of 4.9% for fiscal 2024.
Removed
While stores in the U.S. were open for all of fiscal 2022, a significant number of stores in TJX Canada and TJX International experienced COVID-related temporary store closures and government-mandated shopping restrictions during fiscal 2022. Therefore, in fiscal 2023, we could not measure year-over-year comparable store sales with fiscal 2022 in these geographies in a meaningful way.
Added
A dividend of $0.375 per share was declared in the fourth quarter of fiscal 2025 and paid in March 2025. – We announced that we plan to enter Spain with our TK Maxx banner in fiscal 2027. 28 Equity Investments During fiscal 2025, we entered into a definitive agreement for a joint venture with Grupo Axo, S.A.P.I de C.V.
Removed
As a result, the comparable stores included in the fiscal 2023 measure consisted of U.S. stores only, which, for clarity, we referred to as U.S. comparable store sales (“U.S. comp store sales”), and were calculated against sales for the comparable period in fiscal 2022. Comp store sales increased 5% for fiscal 2024.
Added
(“Axo”) to hold a 49% ownership stake in Multibrand Outlet Stores S.A.P.I. de C.V. (“MOS”) which operates off-price, physical store businesses in Mexico and includes a total of over 200 stores for its Promoda, Reduced, and Urban Store banners. We have the option to increase our ownership interest in the joint venture over the long term.
Removed
U.S. comp store sales were flat for fiscal 2023. Comp store sales for fiscal 2024 was driven by an increase in customer transactions. Apparel comp store sales growth (as defined below) outperformed home comp store sales growth (as defined below) for fiscal 2024.
Added
During the third quarter of fiscal 2025, we completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting.
Removed
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.
Added
During fiscal 2025, we entered into a definitive agreement to acquire a 35% ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position. BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer.
Removed
In addition, this increase reflects a reserve related to a German government COVID program receivable, costs related to the closing of our HomeGoods e-commerce business and a contribution to our U.S. charitable foundation. Impairment on Equity Investment During fiscal 2023, we announced and completed the divestiture of our minority investment in Familia.
Added
During the fourth quarter of fiscal 2025, we completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting.
Removed
As a result, we recorded an impairment charge of $218 million in the first quarter of fiscal 2023 representing the entire carrying value of the investment. Additionally, we realized a $54 million tax benefit when we completed the divestiture of this investment during the third quarter of fiscal 2023.
Added
The results of our share of both of these investments are recorded on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period.
Removed
Among other things, the IRA imposes a 15% corporate alternative minimum tax (the “Corporate AMT”) for tax years beginning after December 31, 2022 and levies a 1% excise tax on net stock repurchases after December 31, 2022.
Added
These investments did not have a material impact on our fiscal 2025 results and we do not expect them to have a material impact on our fiscal 2026 results.
Removed
The excise tax on the net stock repurchase, Corporate AMT, or other provisions of the IRA did not have a material impact on our results of operations or financial position in fiscal 2024 or fiscal 2023. The effective income tax rate was 25.0% for fiscal 2024 compared to 24.5% for fiscal 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe analysis indicated a potential impact of approximately $105 million on our pre-tax income in fiscal 2024 and approximately $104 million in fiscal 2023. 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.
Biggest changeThe analysis indicated a potential impact of approximately $112 million on our pre-tax income in fiscal 2025 and approximately $105 million in fiscal 2024. EQUITY PRICE AND OTHER MARKET RISK The assets of our funded qualified pension plan, a portion of which are equity securities, are subject to the risks and uncertainties of the financial markets.
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.
Some potential market risks are discussed below: FOREIGN CURRENCY EXCHANGE RISK We are exposed to foreign currency exchange rate risk on the translation of our foreign operations into the U.S. dollar and on purchases of goods in currencies that are not the local currencies where the goods are sold and on intercompany debt and interest payable between and among our domestic and international operations.

Other TJX 10-K year-over-year comparisons