Sentences and paragraphs of TJX's Risk Factors and MD&A, 10-K 2026-03-31 against 10-K 2025-04-02.
Each links to the text at sec.gov.
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RewordedRisk Factors
Some of our competitors are larger than we are or are, hold greater financial resources, have more experience selling certain product lines lines, provide certain product categories more consistently, or provide products through certain different channels than we do.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
This could include incidents that involve the company; our policies and practices; our retail banners; our executives and other Associates; our board of directors; senior leadership transitions, including those involving our Chief Executive Officer or other key executives; how we source merchandise; our third-party providers, including those providing retail operations on our behalf; our vendors and others within our supply chain; the merchandise and brands that we sell, including our licensed or owned brands; our investments; the regions where we have operations or investments; our marketing partners; celebrities, content creators, social media influencers, or other individuals viewed as representing us or our banners (whether or not we partner with them) that may draw attention to our retail banners; product recalls; incidents involving workplace safety, harassment or discrimination claims, or labor activity; inquiries or other communications from governmental agencies about our business or practices; and our industry more generally.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
Volatility or uncertainty in regulation or policy, including in areas such as international diplomacy, trade and tariff policies; threats or occurrences of war or armed conflict conflict, geopolitical instability or uncertainty, (including the ongoing Russia-Ukraine conflict, the conflict in Ukraine and 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.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
In addition, we could be criticized for the scope scope, pace or prioritization 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.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
These factors could also increase the labor or other costs of our service providers, or result in labor disruptions affecting their operations, which could be passed on to us. us or increase our legal exposure or costs.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedRisk Factors
Our growth strategy includes includes, whether by development, investment, or acquisition, 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. businesses.
Read it in 10-K 2026-03-31 at sec.gov ↗
Quiet changesRisk Factors
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.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
On February 20, 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). This ruling may allow for the recovery of IEEPA tariff amounts previously paid. The ruling leaves uncertainties regarding the timing and administration of any potential IEEPA tariff refunds by the U.S. government, and may be subject to further legal and regulatory developments. Following the U.S. Supreme Court ruling, an executive order was issued imposing a new global tariff, in addition to any existing non-IEEPA tariffs.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business, including potential IEEPA tariff refunds, continues to be uncertain. Our buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs is a key factor. However, the overall impact depends on a range of factors, including trade negotiations between the U.S. and other countries, responses of other countries, judicial review, exceptions that could be granted and cost of alternative sources of merchandise.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
Litigation Settlement Related to Credit Card Interchange Fees and Related Expenses
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
During the fourth quarter of fiscal 2026, we entered into a settlement agreement to resolve litigation related to credit card interchange fees in which we were a plaintiff. The settlement resulted in a gain of $419 million, net of $51 million of legal expenses, which was recognized within SG&A expenses. We incurred additional non-recurring settlement-related expenses that consisted of $116 million related to a portion of incentive compensation expense globally and $82 million related to a discretionary bonus for eligible non-bonus plan Associates globally. The gain from the litigation settlement benefitted the segment profit of our U.S. segments and the related expenses impacted the segment profit of each of our segments.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
–Stores or e-commerce sites that are closed permanently or for an extended period of time
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
The decrease in SG&A ratio for fiscal 2026 was due to a net benefit from the credit card interchange fees litigation settlement and related expenses.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
On July 4, 2025, the One Big Beautiful Bill Act was signed into law, making permanent certain expiring provisions of the Tax Cuts and Jobs Act, including 100% accelerated depreciation deductions on qualified property and immediate expensing of domestic research and development costs, as well as modifying some of the international tax rules. These changes have not had a material impact on our income tax provision but have resulted in a reduction of our current year U.S. cash tax obligations, and we are continuing to evaluate the potential impact of the provisions that are expected to be effective in future fiscal years.
Read it in 10-K 2026-03-31 at sec.gov ↗
AddedMD&A
A number of countries have enacted legislation to implement the Organization for Economic Cooperation and Development’s 15% global minimum tax regime (Pillar Two) with effect from January 1, 2024. A comprehensive Side-by-Side Package was released in January 2026, introducing additional safe harbors and options for companies headquartered in jurisdictions with a qualified Side-by-Side regime. Member countries must enact local legislation or update existing regulations to adopt and incorporate the Pillar Two Side-by-Side Package. We continue to evaluate the impacts of proposed and enacted legislation for the jurisdictions in which we operate.
Read it in 10-K 2026-03-31 at sec.gov ↗
RemovedMD&A
–We announced that we plan to enter Spain with our TK Maxx banner in fiscal 2027.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
During fiscal 2025, we entered into a definitive agreement for a joint venture with Grupo Axo, S.A.P.I de C.V. (“Axo”) to hold a 49% ownership stake in Multibrand Outlet Stores S.A.P.I. de C.V. (“MOS”) which operates off-price, physical store businesses in Mexico and includes a total of over 200 stores for its Promoda, Reduced, and Urban Store banners. We have the option to increase our ownership interest in the joint venture over the long term. During the third quarter of fiscal 2025, we completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
During fiscal 2025, we entered into a definitive agreement to acquire a 35% ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position. BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer. During the fourth quarter of fiscal 2025, we completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million. This investment is accounted for under the equity method of accounting.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
The results of our share of both of these investments are recorded on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period. These investments did not have a material impact on our fiscal 2025 results and we do not expect them to have a material impact on our fiscal 2026 results.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
Sales excluded from comp store sales (“non-comp store sales”) consist of sales from:
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
–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).
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
The increase in SG&A ratio for fiscal 2025 was due to incremental store wage and payroll costs, partially offset by a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable and the year-over-year benefit from closing HomeGoods’ e-commerce business last year.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
In 2021, the Organization for Economic Co-operation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently multiple sets of administrative guidance have been issued. Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years. These rules did not have a material impact on our financial statements for fiscal 2025 and did not materially increase our global tax costs on our fiscal 2025 financial statements. There remains uncertainty as to the final Pillar Two model rules. We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions in which we operate.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
During fiscal 2025, we entered into a definitive agreement for a joint venture with Axo to hold a 49% ownership stake in MOS, Axo’s off-price, physical store business in Mexico. We have the option to increase our ownership interest in the joint venture over the long term. During the third quarter of fiscal 2025, we completed this investment for $193 million, which includes a purchase price of $179 million and acquisition costs of $14 million. We and Axo both expect to make additional future investments in the joint venture to support the expected growth of the business.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
During fiscal 2025, we entered into a definitive agreement to make an investment for a 35% ownership stake in privately held BFL, representing a non-controlling, minority position. During the fourth quarter of fiscal 2025, we completed this investment for $358 million, which includes a purchase price of $344 million and acquisition costs of $14 million.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
We funded these expenditures and investments with our existing cash balances and through internally generated funds.
Read it in 10-K 2025-04-02 at sec.gov ↗
RemovedMD&A
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.
Read it in 10-K 2025-04-02 at sec.gov ↗
RewordedMD&A
We expect our capital expenditures in fiscal 2026 2027 will be in the range of approximately $2.1 $2.2 billion to $2.2 billion, $2.3 billion to support growth, including approximately $1.0 $1 billion to $1.1 billion for store renovations, approximately $992 million for our offices and distribution centers (including information technology systems) to support growth, approximately $0.9 billion for store renovations and approximately $0.2 billion $222 million for new stores.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
In particular, uncertainty Uncertainty remains regarding the potential continued impact on our direct imports, (with typically less than 10% of the merchandise that we purchase for our U.S. businesses directly imported from China), indirect imports, vendor and competitor pricing, consumer demand, tariff pass-throughs, pass-throughs and reciprocal or retaliatory tariffs.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The increase in general corporate expense for fiscal 2025 2026 was primarily driven by other higher administrative costs and share-based compensation costs, partially offset by the favorable unfavorable year-over-year impacts related to the mark-to-market adjustments on inventory hedges. hedges, expenses related to the credit card interchange fees litigation settlement and contributions to our charitable foundations.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Approximately $1.4 $2 billion of our cash was held by our foreign subsidiaries with $875 million $1.5 billion held in countries where we intend have indefinitely reinvested the undistributed earnings and are evaluating this assertion with regard to indefinitely reinvest any undistributed earnings. future earnings of certain foreign subsidiaries.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Foreign currency had a $0.01 negative impact on diluted earnings per share in fiscal 2026 compared to 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. 2025.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The discussion that follows relates to our 52-week fiscal year ended January 31, 2026 (fiscal 2026) and 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 30, 2027 (fiscal 2026). 2027).
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The decrease in the cost of sales ratio, including buying and occupancy costs, was attributable due to higher favorable merchandise margin due to and expense leverage on higher markon, lower freight costs and lower inventory shrink expense, partially offset by higher supply chain costs. comp sales.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Fiscal Year Ended U.S. dollars in millions January 31, February 1, February 3, 2026 2025 2024 (53 weeks) Net sales $ 10,172 $ 9,386 $ 8,990 Segment profit $ 1,246 $ 1,021 $ 861 Segment profit margin 12.2 % 10.9 % 9.6 Comp sales 5 % Comp store sales 4 % 3 % Stores in operation at end of period:
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Fiscal Year Ended U.S. dollars in millions January 31, February 1, February 3, 2026 2025 2024 (53 weeks) Net sales $ 5,629 $ 5,189 $ 5,046 Segment profit $ 757 $ 703 $ 715 Segment profit margin 13.4 % 13.5 % 14.2 Comp sales 7 % Comp store sales 5 % 3 % Stores in operation at end of period:
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
The increase in net sales reflects a 4% 5% increase from comp store sales and a 2% 3% increase from non-comp store sales, partially offset by a negative 2% estimated year-over-year impact of the 53rd week in fiscal 2024. sales.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Net sales for TJX Canada were $5.6 billion for fiscal 2026, an increase of 8% compared to $5.2 billion for fiscal 2025, an increase of 3% compared to $5.0 billion for fiscal 2024. 2025.
Read it in 10-K 2026-03-31 at sec.gov ↗
RewordedMD&A
Net sales for TJX International were $8 billion for fiscal 2026, an increase of 11% compared to $7.2 billion for fiscal 2025, an increase of 6% compared to $6.8 billion for fiscal 2024. 2025.
Read it in 10-K 2026-03-31 at sec.gov ↗