TJXTJX Companies

We note your disclosure in your Form 10-K for the fiscal year ended February 1, 2020 that you repurchased 27.1 million shares of your common stock for $1.5 billion and that your earnings per share reflected a benefit from these stock repurchase programs.

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We also note that earnings per share growth is one of the performance metrics used in your longterm equity incentive programs and specifically with respect to your Performance Share Units. In future filings, please discuss if and how your stock repurchase programs affected the manner in which the Executive Compensation Committee set the relevant targets used in your long-term equity incentive programs and determined if such targets were achieved. Refer to Item 402(b)(2) of Regulation S-K.

TJX acknowledges the Staff’s comment and advises the Staff of disclosure regarding this matter on page 34 of TJX’s Definitive Proxy Statement on Schedule 14A filed April 23, 2020 (the “2020 Proxy”), where TJX discloses that it excludes the impact of unbudgeted buybacks from the EPS growth performance metric used for its long-term performance

770 Cochituate Road,

500-1CN, Framingham, Massachusetts 01701

Page share unit (PSU) program.

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In future filings, TJX will include such disclosure in the section where it describes in detail the calculation of payouts based on an EPS growth performance metric for purposes of its long-term incentive program, in order to clarify that unbudgeted buybacks pursuant to the stock repurchase program do not impact the calculation of the EPS growth performance metric under the terms pre-established by the Executive Compensation Committee (the “ECC”).

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We note your disclosure on page 16 that you use both adjusted annual pre-tax income and adjusted total annual sales to determine payouts under your management incentive program. It appears that these are non-GAAP financial measures. In future filings, please provide disclosure regarding how any non-GAAP numbers are calculated from your audited financial statements.

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We note that we are unable to determine the certain adjustments from your audited financial statements resulting in pre-tax income of $4,934,769 and total sales of $41,795,008. See Instruction 5 to Item 402(b) of Regulation S-K.

TJX acknowledges the Staff’s comment and confirms that in future filings, to the extent applicable, it will include an explanation of the calculation of adjusted annual pre-tax income and adjusted total annual sales from its audited financial statements, as well as disclosure on the calculation of other non-GAAP numbers from its audited financial statements, with respect to determination of payouts under TJX’s Management Incentive Plan (MIP).

For example, with respect to the calculation of adjusted annual pre-tax income and adjusted total annual sales applicable to the determination of

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payouts under TJX’s Management Incentive Plan (MIP) for fiscal 2020, TJX notes footnote 1 to the “Fiscal 2020 MIP Goals and Results” table that appears on page 36 of the 2020 Proxy would have been updated to clarify that (1) Actual Pre-Tax Income for MIP (in thousands) for fiscal 2020 ($4,934,768) was determined based on total segment profit (in thousands) reported in TJX’s Annual

Report on Form 10-K for fiscal 2020 ($4,972,954), adjusted under the terms pre-established by the ECC to reflect pre-established currency exchange rates (for translation of foreign income, intercompany charges and intra-division charges) and to exclude capitalized inventory costs and mark-to-market impact of inventory derivatives and (2) Actual Total Sales for MIP (in thousands) for fiscal 2020 ($41,795,008) was determined based on total net sales (in thousands) reported in TJX’s Annual Report on Form 10-K for fiscal 2020 ($41,716,977), adjusted to reflect pre-established currency exchange rates.

TJX notes that it does not anticipate disclosing non-GAAP financial measures with regard to the MIP performance goals in its filings for its fiscal year ended January 30, 2021 (“fiscal 2021”), and as a result, such disclosure regarding the calculations would not be applicable.

To the extent other non-GAAP financial measures for performance goals are included in its filings for fiscal 2021, TJX will include disclosure regarding how such non-GAAP numbers are calculated from the audited financial statements in accordance with Instruction 5 to Item 402(b) of Regulation S-K.

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We note you launched the e-commerce website, tjmaxx.com, during the third quarter of fiscal 2014 and that Sierra Trading Post has an e-commerce website as well. Please tell us and disclose in future filings where the e-commerce revenue is classified within revenue, e.g., same store sales, etc.

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and quantify the amount of ecommerce revenue recognized during the year or other reporting period or the amount of year-to-year change (as applicable) in e-commerce revenues. Provide us with a draft of the proposed disclosures to be included in future filings.

The Company treats its e-commerce sites tkmaxx.com (which supports the T.K. Maxx stores in Europe) and tjmaxx.com (which supports our T.J. Maxx stores in the United

States) as on-line stores, and it plans to follow the same classification criteria defined in its disclosures about same store sales. Accordingly, as of the fiscal year ended February 1,

2014, the sales of tkmaxx.com were included in the same store sales of our TJX Europe segment, as it has been in operation for more than two consecutive fiscal years, and sales of tjmaxx.com were classified as new store sales of the Marmaxx

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segment as it just began operations in fiscal 2014. Revenue from our Sierra Trading Post business is not included in same store sales.

The Company plans to revise its definition of same store sales in future filings to clarify the treatment of its e-commerce sites as marked below.

We define same store sales to be sales of those stores that have been in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation. Tjmaxx.com and tkmaxx.com are treated as stores of the related divisions that they support. Revenue from our Sierra Trading Post business is not included in same store sales. We classify a store as a new store until it meets the same store sales criteria. We determine which stores are included in the same store sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year, unless a store is closed. We calculate same store sales results by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have increased 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 same store percentage is immaterial. Same store sales of our foreign segments are calculated on a constant currency basis, meaning we translate the current year’s same store sales of our foreign segments at the same exchange rates used in the prior year. This removes the effect of changes in currency exchange rates, which we believe is a more accurate measure of segment operating performance. We define customer traffic to be the number of transactions in stores included in the same store sales calculation and define average ticket to be the average retail price of the units sold. We define average transaction to be the average dollar value of transactions included in the same store sales calculation.

The Company respectfully advises the Staff that as revenue from tkmaxx.com, tjmaxx.com and its Sierra Trading Post business was immaterial to its total revenue for the fiscal year ended February 1, 2014 and fiscal quarter ended May 3, 2014, the Company does not believe that information regarding changes in revenue from these e-commerce sites and the Sierra Trading Post business to be necessary to an understanding of its financial condition, changes in financial condition and results of operations and, therefore, not required. The Company notes that it did disclose the impact on Fiscal 2014 net sales of a full fiscal year of Sierra Trading Post sales compared to five weeks of Sierra Trading Post sales in Fiscal 2013. To the extent in the future the Company believes information regarding such revenue or changes in such revenue is necessary to an understanding of its financial condition, changes in financial condition and results of operations, the Company plans to include relevant disclosure.

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Please confirm you will revise the final paragraph under the “financing activities” heading in future filings to clarify whether you plan to repatriate any of the cash balances held overseas and if so, that there are tax implications associated with repatriation.

The Company has provided further disclosure on this topic in “Note L. Income Taxes” of the consolidated financial statements.

Adjusting those disclosures to be responsive to the SEC’s comment, the Company plans to add the following disclosure, to the extent it remains accurate, to the end of the final paragraph under the heading “Liquidity and Capital

Resources—Financing activities” in future Annual Reports on Form 10-K as provided below:

We have provided for deferred U.S.

taxes on all undistributed earnings through [fiscal year end] from our subsidiaries in Canada, Puerto Rico, Italy,

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India, Hong Kong, and Australia. If we repatriate cash from such subsidiaries, we should not incur additional tax expense, but our cash balances would be reduced by the amount of taxes paid. For all other foreign subsidiaries, no income taxes have been provided on undistributed earnings because such earnings are considered to be indefinitely reinvested in the business. We have no current plans to repatriate cash balances held by such other foreign subsidiaries.

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You disclose you estimate inventory shrinkage each quarter and perform a full physical inventory prior to year-end. You disclose that actual and estimated amounts of shrinkage may differ in interim periods but the difference is not a factor in annual results of operations.

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Since you report on a quarterly basis, tell us how you conclude that the difference between actual and estimated shrinkage is not material to interim period results. Also you do not appear to have any inventory valuation reserves, please confirm.

The Company respectfully advises the Staff that the disclosure in its Annual Report on Form 10-K for the fiscal year ended February 1,

2014 states that estimated and actual amounts of shrinkage may differ in quarterly results and that the difference is not typically a significant factor in full year results, but does not state that the difference between actual and estimated shrinkage is not material to interim period results. The Company estimates inventory shrinkage rates for annual periods as a percentage of net sales and applies that rate to each quarterly period.

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The Company does not have actual inventory results at interim periods to determine whether there is a material difference from the estimates at interim periods, as it only performs physical inventory observations near its fiscal year end. However, the Company has no reason to believe that the actual shrinkage rate for interim periods would vary materially from the actual shrinkage rate for the fiscal year. Historically, the variance between estimated shrinkage and actual shrinkage has not been material to our annual financial results. The Company has an inventory valuation reserve, which involves management estimates, as disclosed in the discussion of the Company’s critical accounting policies on page 35 of its Annual Report on

Form 10-K for the fiscal year ended February 1, 2014. The inventory valuation reserve at fiscal year-end was immaterial.

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As requested, TJX hereby acknowledges that: (i) TJX is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) TJX may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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