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TJXTJX Companies

Consumer discretionary · Apparel Retail · NYSE
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The 10-K against last year's

119 changes: 9 added, 13 removed, 96 reworded, 1 quiet changes

10-K Mar 31, 2026 vs Apr 2, 2025
Risk FactorsRedline ↓
8.4%
of the text changed · 10,300 words now
21.3%
of the text changed · 5,877 words now

10-K 0000109198-26-000008 (2026-03-31) vs 10-K 0000109198-25-000010 (2025-04-02) Not compared: Legal Proceedings, Accounting Policies.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 213 words changed in this paragraph; it is 60% similar to last year's version.
Natural or other disasters, such as hurricanes, tornadoes, floods, wildfires, earthquakes and other extreme weather; climate conditions, which have recently been increasing continued to increase 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 ways. These effects could include 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 disrupting the operations of, or require requiring the closure of, third-party service providers, one or more of our vendors or other parts of our supply chain located in the affected areas. Day-to-day operations, including our ability to receive products from our vendors or third-party service providers or to transport products to our stores or to our e-commerce customers could be adversely affected, transportation to and from our stores (by customers or Associates) could be limited, or we could temporarily close stores or distribution centers in the affected areas or in areas served by affected distribution centers for a short or extended period of time. Government regulations and responses to such events or conditions could affect our operations or result in material expenses relating to compliance. Adverse or unseasonable weather, such as storms, severe cold or heat or unseasonable temperatures (even if not extreme), which could increase in both frequency and severity over time, may also affect customers’ buying patterns and willingness to shop at all or in certain categories we offer, particularly in apparel, products viewed as contributing to deforestation or biodiversity loss, or seasonal merchandise and may affect our ability to source products containing raw materials whose yield is affected by adverse weather, which could impact our sales, customer satisfaction with our stores, and our markdowns, adversely affecting our business.

Source: Item 1A, 10-K 0000109198-26-000008 vs Item 1A, 10-K 0000109198-25-000010

MD&A 186 words changed in this paragraph; it is 61% similar to last year's version.
Similar to many large corporations, our Our income and other tax returns and reports are regularly audited by federal, state and local tax authorities in the United States and in foreign jurisdictions where we operate, and such authorities may challenge positions we take. We are engaged in various administrative and judicial proceedings in multiple jurisdictions with respect to assessments, claims, deficiencies and refunds and other tax matters, which proceedings are in various stages of negotiation, assessment, examination, litigation and settlement. The outcomes of these proceedings are uncertain. In accordance with GAAP, we evaluate our uncertain tax positions based on our understanding of the facts, circumstances and information available at the reporting date, and we accrue for exposure when we believe that it is more likely than not, based on the technical merits, that the positions we have taken will not be sustained. However, in the next twelve months and in future periods, the amounts we accrue for uncertain We adjust our unrecognized tax positions from time to time or ultimately pay, as the result of the final resolutions of examinations, judicial or administrative proceedings, changes in facts, law, or legal interpretations, expiration of applicable statute of limitations or other resolutions of, or changes in, tax positions may differ either positively or negatively from the amounts we have accrued, and may result in reductions to or additions to accruals, refund claims or payments for periods not currently under examination or for which no claims have been made. Final resolutions of our tax positions or changes in accruals for uncertain tax positions could result in additional tax expense liability or benefit and could have a material impact on our results of operations of the period in which an examination or proceeding is resolved or income tax expense in the period in which a changed outcome the uncertain tax position is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position, or when new information becomes probable and reasonably estimable. available.

Source: Item 7, 10-K 0000109198-26-000008 vs Item 7, 10-K 0000109198-25-000010

Every change, by type

Sentences and paragraphs added, removed or reworded

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.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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 facilities within our distribution network in the affected areas or in areas served by affected facilities for a short or extended period of time.

Read it in 10-K 2026-03-31 at sec.gov ↗

RemovedRisk Factors
–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;

Read it in 10-K 2025-04-02 at sec.gov ↗

RewordedRisk Factors
Natural or other disasters, such as hurricanes, tornadoes, floods, wildfires, earthquakes and other extreme weather; climate conditions, which have recently been increasing continued to increase 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. ways.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
In particular, Changes in the capital and credit markets and general market disruptions, such as 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; fluctuations; geopolitical conflict; and disruptions impacting traditional banking, could have a negative impact on in the past increased and may continue to increase the cost of financing or may restrict our ability access to access capital markets and other funding sources, potential sources of liquidity on acceptable terms or at all, and impede our ability to comply with debt covenants.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
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; other pay or benefit mandates; market pressures, including prevailing wage rates and benefit levels, unemployment levels and levels, competition for labor from other industries; within and beyond the retail industry, and labor market dynamics related to automation and technology; economic conditions, including inflation; changing demographics and workforce trends, including with respect to unionization and collective bargaining; costs associated with workplace health and safety; safety costs; interest rate changes; actuarial assumptions and methods; the costs of providing and managing retirement, health and other employee benefits, including health and insurance costs benefits; governmental programs; and a dynamic regulatory and policy environment, including with respect to health care, immigration, labor, employment, pension and other employee benefits benefits, and taxes. taxation.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
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 which could cause our customer service or business execution to suffer, potentially impacting consumers’ desire to shop our stores, among other things, and causing adversely affect our financial performance to suffer. performance.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
If we engage in mergers, Mergers, acquisitions or investments in new businesses, or divest, close divesting, closing or consolidate consolidating any of our current businesses, subjects our business could be subject to additional risks. risks and could adversely affect our results.

Read it in 10-K 2026-03-31 at sec.gov ↗

RewordedRisk Factors
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; attention to varied health and safety requirements; integration of existing or development of new capabilities, processes and controls; increased staffing and Associate training and/or retention and retention, including in new or unfamiliar labor markets; 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.

Read it in 10-K 2026-03-31 at sec.gov ↗

Show the other 39
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
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
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
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 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
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 ↗

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