TJX COMPANIES INC /DE/ [TJX] Filings

10-Q 1 tjx-20241102.htm 10-Q tjx-20241102

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(mark one)


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

For the quarterly period ended November 2, 2024


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

For the transition period from to

Commission file number 1-4908

The TJX Companies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						04-2207613
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

770 Cochituate Road Framingham, Massachusetts						01701
(Address of principal executive offices)						(Zip Code)

(508) 390-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	TJX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of registrant’s common stock outstanding as of November 22, 2024: 1,124,158,029

The TJX Companies, Inc.

TABLE OF CONTENTS


PART I
ITEM 1. Consolidated Financial Statements			3
Consolidated Statements of Income			3
Consolidated Statements of Comprehensive Income			4
Consolidated Balance Sheets			5
Consolidated Statements of Cash Flows			6
Consolidated Statements of Shareholders' Equity			7
Notes To Consolidated Financial Statements			9
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			22
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			33
ITEM 4. Controls and Procedures			33

PART II
ITEM 1. Legal Proceedings			34
ITEM 1A. Risk Factors			34
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
ITEM 5. Other Information			34
ITEM 6. Exhibits			35

SIGNATURE			35

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

IN MILLIONS EXCEPT PER SHARE AMOUNTS


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Net sales	$	14,063	$	13,265	$	40,010	$	37,806
Cost of sales, including buying and occupancy costs	9,622		9,139		27,741		26,423





Selling, general and administrative expenses	2,748		2,578		7,814		7,375




Interest (income) expense, net	(43)		(41)		(139)		(116)
Income before income taxes	1,736		1,589		4,594		4,124
Provision for income taxes	439		398		1,128		1,053
Net income	$	1,297	$	1,191	$	3,466	$	3,071
Basic earnings per share	$	1.15	$	1.04	$	3.07	$	2.68
Weighted average common shares – basic	1,127		1,144		1,130		1,148
Diluted earnings per share	$	1.14	$	1.03	$	3.03	$	2.65
Weighted average common shares – diluted	1,141		1,158		1,144		1,161

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

IN MILLIONS


	Thirteen Weeks Ended
	November 2, 2024		October 28, 2023
Net income	$	1,297	$	1,191
Additions to other comprehensive (loss), net of tax:
Foreign currency translation adjustments, net of related tax benefits of $1 in fiscal 2025 and $4 in fiscal 2024	(15)		(102)
Reclassifications from other comprehensive (loss), net of tax, to net income:

Amortization of prior service cost and deferred gains, net of related tax provisions of $0.1 in fiscal 2025 and $0.2 in fiscal 2024	0		0

Other comprehensive (loss), net of tax	(15)		(102)
Total comprehensive income	$	1,282	$	1,089


	Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023
Net income	$	3,466	$	3,071
Additions to other comprehensive (loss), net of tax:
Foreign currency translation adjustments, net of related tax benefits of $4 in fiscal 2025 and $3 in fiscal 2024	(15)		(48)


Reclassifications from other comprehensive (loss), net of tax, to net income:

Amortization of prior service cost and deferred gains, net of related tax provisions of $0.1 in fiscal 2025 and $0.4 in fiscal 2024	0		1

Other comprehensive (loss), net of tax	(15)		(47)
Total comprehensive income	$	3,451	$	3,024

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

IN MILLIONS, EXCEPT SHARE AMOUNTS


	November 2, 2024		February 3, 2024		October 28, 2023
Assets
Current assets:
Cash and cash equivalents	$	4,718	$	5,600	$	4,290

Accounts receivable, net	599		529		560
Merchandise inventories	8,371		5,965		8,285
Prepaid expenses and other current assets	546		511		535
Federal, state and foreign income taxes recoverable	118		59		136
Total current assets	14,352		12,664		13,806
Net property at cost	7,136		6,571		6,262
Non-current deferred income taxes, net	142		172		152
Operating lease right of use assets	9,570		9,396		9,289
Goodwill	95		95		94
Other assets	1,141		849		748
Total assets	$	32,436	$	29,747	$	30,351
Liabilities
Current liabilities:
Accounts payable	$	5,617	$	3,862	$	5,425
Accrued expenses and other current liabilities	4,714		4,870		4,482
Current portion of operating lease liabilities	1,642		1,620		1,682

Federal, state and foreign income taxes payable	44		99		51
Total current liabilities	12,017		10,451		11,640
Other long-term liabilities	1,002		924		908
Non-current deferred income taxes, net	172		148		133
Long-term operating lease liabilities	8,207		8,060		7,976
Long-term debt	2,865		2,862		2,861
Commitments and contingencies (See Note K)
Shareholders’ equity
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued	—		—		—
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,124,355,838; 1,133,586,545 and 1,140,732,746 respectively	1,124		1,134		1,141
Additional paid-in capital	—		—		—
Accumulated other comprehensive (loss) income	(547)		(532)		(653)
Retained earnings	7,596		6,700		6,345
Total shareholders’ equity	8,173		7,302		6,833
Total liabilities and shareholders’ equity	$	32,436	$	29,747	$	30,351

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

IN MILLIONS


	Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023
Cash flows from operating activities:
Net income	$	3,466	$	3,071
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	795		712


Loss on property disposals and impairment charges	3		46

Deferred income tax provision	58		13
Share-based compensation	131		114
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(70)		1
(Increase) in merchandise inventories	(2,415)		(2,528)
(Increase) in income taxes recoverable	(59)		(17)
(Increase) in prepaid expenses and other current assets	(28)		(20)
Increase in accounts payable	1,760		1,666
(Decrease) increase in accrued expenses and other liabilities	(85)		161
(Decrease) in income taxes payable	(56)		(5)
(Decrease) increase in net operating lease liabilities	(7)		75
Other, net	(81)		(32)
Net cash provided by operating activities	3,412		3,257
Cash flows from investing activities:
Property additions	(1,404)		(1,280)
Purchase of equity investment	(192)		—

Purchases of investments	(29)		(22)
Sales and maturities of investments	18		21

Net cash (used in) investing activities	(1,607)		(1,281)
Cash flows from financing activities:
Repayment of debt	—		(500)


Payments for repurchase of common stock	(1,661)		(1,687)
Cash dividends paid	(1,226)		(1,105)
Proceeds from issuance of common stock	254		203

Other	(42)		(29)
Net cash (used in) financing activities	(2,675)		(3,118)
Effect of exchange rate changes on cash	(12)		(45)
Net (decrease) in cash and cash equivalents	(882)		(1,187)
Cash and cash equivalents at beginning of year	5,600		5,477
Cash and cash equivalents at end of period	$	4,718	$	4,290

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN MILLIONS


	Thirteen Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, August 3, 2024	1,128	$	1,128	$	—	$	(532)	$	7,186	$	7,782
Net income	—	—		—		—		1,297		1,297

Other comprehensive (loss), net of tax	—	—		—		(15)		—		(15)
Cash dividends declared on common stock	—	—		—		—		(422)		(422)
Recognition of share-based compensation	—	—		47		—		—		47
Issuance of common stock under stock incentive plan and related tax effect	1	1		62		—		—		63
Common stock repurchased	(5)	(5)		(109)		—		(465)		(579)
Balance, November 2, 2024	1,124	$	1,124	$	—	$	(547)	$	7,596	$	8,173


	Thirteen Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, July 29, 2023	1,145	$	1,145	$	—	$	(551)	$	6,014	$	6,608
Net income	—	—		—		—		1,191		1,191

Other comprehensive (loss), net of tax	—	—		—		(102)		—		(102)
Cash dividends declared on common stock	—	—		—		—		(380)		(380)
Recognition of share-based compensation	—	—		44		—		—		44
Issuance of common stock under stock incentive plan and related tax effect	3	3		119		—		—		122
Common stock repurchased	(7)	(7)		(163)		—		(480)		(650)
Balance, October, 28, 2023	1,141	$	1,141	$	—	$	(653)	$	6,345	$	6,833

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN MILLIONS


	Thirty-Nine Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, February 3, 2024	1,134	$	1,134	$	—	$	(532)	$	6,700	$	7,302
Net income	—	—		—		—		3,466		3,466

Other comprehensive (loss), net of tax	—	—		—		(15)		—		(15)
Cash dividends declared on common stock	—	—		—		—		(1,271)		(1,271)
Recognition of share-based compensation	—	—		131		—		—		131
Issuance of common stock under stock incentive plan and related tax effect	5	5		207		—		—		212
Common stock repurchased	(15)	(15)		(338)		—		(1,299)		(1,652)
Balance, November 2, 2024	1,124	$	1,124	$	—	$	(547)	$	7,596	$	8,173


	Thirty-Nine Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, January 28, 2023	1,155	$	1,155	$	—	$	(606)	$	5,815	$	6,364
Net income	—	—		—		—		3,071		3,071

Other comprehensive (loss), net of tax	—	—		—		(47)		—		(47)
Cash dividends declared on common stock	—	—		—		—		(1,144)		(1,144)
Recognition of share-based compensation	—	—		114		—		—		114
Issuance of common stock under stock incentive plan and related tax effect	6	6		170		—		(1)		175
Common stock repurchased	(20)	(20)		(284)		—		(1,396)		(1,700)
Balance, October, 28, 2023	1,141	$	1,141	$	—	$	(653)	$	6,345	$	6,833

The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.

THE TJX COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements and Notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These Consolidated Financial Statements and Notes thereto are unaudited and, in the opinion of management, reflect all normal recurring adjustments, accruals and deferrals among periods required to match costs properly with the related revenue or activity, considered necessary by The TJX Companies, Inc. (together with its subsidiaries, “TJX”) for a fair statement of its Consolidated Financial Statements for the periods reported, all in conformity with GAAP consistently applied. The Consolidated Financial Statements and Notes thereto should be read in conjunction with the audited Consolidated Financial Statements, including the related notes, contained in TJX’s Annual Report on Form 10-K for the fiscal year ended February 3, 2024 (“fiscal 2024”).

These interim results are not necessarily indicative of results for the full fiscal year. TJX’s business, in common with the businesses of retailers generally, is subject to seasonal influences, with higher levels of sales and income generally realized in the second half of the year.

The February 3, 2024 balance sheet data was derived from audited Consolidated Financial Statements and does not include all disclosures required by GAAP.

Fiscal Year

TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The current fiscal year ends February 1, 2025 (“fiscal 2025”) and is a 52-week fiscal year. Fiscal 2024 was a 53-week fiscal year. “Fiscal 2026” will be a 52-week fiscal year and will end January 31, 2026. “Fiscal 2027” will be a 52-week fiscal year and will end January 30, 2027.

Use of Estimates

The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. TJX considers its accounting policies relating to inventory valuation, reserves for uncertain tax positions and loss contingencies to be the most significant accounting policies that involve management estimates and judgments. Actual amounts could differ from these estimates, and such differences could be material.

Deferred Gift Card Revenue

The following table presents deferred gift card revenue activity:


In millions	November 2, 2024		October 28, 2023
Balance, beginning of year	$	773	$	721
Deferred revenue	1,315		1,283
Effect of exchange rate changes on deferred revenue	(2)		(4)
Revenue recognized	(1,371)		(1,342)
Balance, end of period	$	715	$	658

TJX recognized $431 million in gift card revenue for the three months ended November 2, 2024 and $426 million for the three months ended October 28, 2023. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were issued during the period.

Equity Investment

On June 7, 2024, the Company announced that it entered into a definitive agreement for a joint venture with Grupo Axo, S.A.P.I de C.V. (“Axo”) in which TJX will hold a 49% ownership stake, with respect to Multibrand Outlet Stores S.A.P.I. de C.V. (“MOS”), Axo’s off-price, physical store business in Mexico. TJX has the option to increase its ownership interest in the joint venture over the long term. On September 3, 2024, TJX completed this investment for $192 million, which includes a purchase price of $179 million and acquisition costs of $13 million. This investment is accounted for under the equity method of accounting and recorded in Other assets on our Consolidated Balance Sheets.

On August 21, 2024, the Company announced that it 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, TJX completed this investment for a purchase price of $344 million. This investment will be accounted for under the equity method of accounting from the date of investment forward and will be recorded in Other assets on our Consolidated Balance Sheets.

TJX will report the results of its share of the investments with Axo and BFL on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period. TJX does not expect these investments to have a material impact on its fiscal 2025 results.

Leases

Supplemental cash flow information related to leases is as follows:


	Thirty-Nine Weeks Ended
In millions	November 2, 2024		October 28, 2023
Operating cash flows paid for operating leases	$	1,575	$	1,508
Lease liabilities arising from obtaining right of use assets	$	1,503	$	1,595

Future Adoption of New Accounting Standards

From time to time, the Financial Accounting Standards Board (“FASB”) or other standard setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company has reviewed the new guidance and has determined that it will either not apply to TJX or is not expected to be material to its Consolidated Financial Statements upon adoption, and, therefore, the guidance is not disclosed.

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued guidance related to improvements to reportable segment disclosures. The new standard improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. This standard is effective retrospectively for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt this standard for the fiscal 2025 Form 10-K and does not anticipate a material impact on its financial statement disclosures.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued guidance related to improvements to income tax disclosures. The new standard updates the income tax disclosure related to the rate reconciliation and requires disclosure of income taxes paid by jurisdiction. The standard also provides for further disclosure comparability. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company will adopt this standard for the fiscal 2026 Form 10-K and is currently evaluating the impact of the adoption of this standard on its financial statement disclosures.

Improvements to Disaggregation of Income Statement Expenses

In November 2024, the FASB issued new guidance to enhance the disclosure of expenses by requiring further disaggregation of relevant expenses in a separate note to the financial statements. This standard is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this adoption on its consolidated financial statement disclosures and plans to adopt this standard for the fiscal 2028 Form 10-K.

SEC Rule Changes

In March 2024, the SEC adopted new rules phasing in for fiscal years beginning on or after January 1, 2025 that will require registrants to provide certain climate-related information in their registration statements and annual reports. In April 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. The Company is currently evaluating the potential impact of these rules on its Consolidated Financial Statements and, subject to such new rules taking effect, are expected to result in additional disclosures.

Note B. Property at Cost

The following table presents the components of property at cost:


In millions	November 2, 2024		February 3, 2024		October 28, 2023
Land and buildings	$	2,436	$	2,179	$	2,097
Leasehold costs and improvements	4,670		4,306		4,163
Furniture, fixtures and equipment	8,540		8,134		7,843
Total property at cost	$	15,646	$	14,619	$	14,103
Less: accumulated depreciation and amortization	8,510		8,048		7,841
Net property at cost	$	7,136	$	6,571	$	6,262

Depreciation expense was $265 million for the three months ended November 2, 2024 and $243 million for the three months ended October 28, 2023. Depreciation expense was $791 million for the nine months ended November 2, 2024 and $707 million for the nine months ended October 28, 2023.

Non-cash investing activities consist of accrued capital additions of $199 million and $168 million as of the periods ended November 2, 2024 and October 28, 2023, respectively.

Note C. Accumulated Other Comprehensive (Loss) Income

Amounts included in Accumulated other comprehensive (loss) income are recorded net of taxes. The following table details the changes in Accumulated other comprehensive (loss) income for the twelve months ended February 3, 2024 and the nine months ended November 2, 2024:


In millions and net of immaterial taxes	Foreign Currency Translation		Deferred Benefit Costs		Accumulated Other Comprehensive (Loss) Income
Balance, January 28, 2023	$	(544)	$	(62)	$	(606)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes	30		—		30

Recognition of net gains on benefit obligations, net of taxes	—		43		43

Reclassifications from other comprehensive (loss) to net income:

Amortization of prior service cost and deferred gains, net of taxes	—		1		1
Balance, February 3, 2024	$	(514)	$	(18)	$	(532)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes	(15)		—		(15)
Reclassifications from other comprehensive (loss) to net income:


Amortization of prior service cost and deferred gains, net of taxes	—		0		0
Balance, November 2, 2024	$	(529)	$	(18)	$	(547)

Note D. Capital Stock and Earnings Per Share

Capital Stock

In February 2024, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $2.5 billion of TJX common stock from time to time. Under this program, TJX had approximately $1.9 billion available for repurchase as of November 2, 2024.

The following table provides share repurchases, excluding applicable excise tax:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Total number of shares repurchased and retired	5.0		7.2		15.4		20.4
Total cost(a)	$	574	$	650	$	1,642	$	1,700

(a) Prior year amounts are recast to conform with current year presentation and exclude applicable excise tax.

All shares repurchased under the stock repurchase programs have been retired. These expenditures were funded by cash generated from operations.

Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
Amounts in millions, except per share amounts	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Basic earnings per share:
Net income	$	1,297	$	1,191	$	3,466	$	3,071
Weighted average common shares outstanding for basic earnings per share calculation	1,127		1,144		1,130		1,148
Basic earnings per share	$	1.15	$	1.04	$	3.07	$	2.68
Diluted earnings per share:
Net income	$	1,297	$	1,191	$	3,466	$	3,071

Weighted average common shares outstanding for basic earnings per share calculation	1,127		1,144		1,130		1,148
Assumed exercise/vesting of stock options and awards	14		14		14		13
Weighted average common shares outstanding for diluted earnings per share calculation	1,141		1,158		1,144		1,161
Diluted earnings per share	$	1.14	$	1.03	$	3.03	$	2.65
Cash dividends declared per share	$	0.375	$	0.3325	$	1.125	$	0.9975

The weighted average common shares for the diluted earnings per share calculation excludes the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the average price of TJX’s common stock for the related fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 4 million options excluded for the thirteen weeks and thirty-nine weeks ended November 2, 2024. There were 5 million such options excluded for the thirteen weeks and thirty-nine weeks ended October 28, 2023.

Note E. Financial Instruments

As a result of its operating and financing activities, TJX is exposed to market risks from changes in interest and foreign currency exchange rates and fuel costs. These market risks may adversely affect TJX’s operating results and financial position. TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of derivative financial instruments when and to the extent deemed appropriate. TJX does not use derivative financial instruments for trading or other speculative purposes and does not use any leveraged derivative financial instruments. TJX recognizes all derivative instruments as either assets or liabilities in the Consolidated Balance Sheet and measures those instruments at fair value. The fair values of the derivatives are classified as assets or liabilities, current or non-current, based upon valuation results and settlement dates of the individual contracts. Changes to the fair value of derivative contracts that do not qualify for hedge accounting are reported in earnings in the period of the change. For derivatives that qualify for hedge accounting, changes in the fair value of the derivatives are either recorded in shareholders’ equity as a component of Accumulated other comprehensive (loss) income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged. Gains and losses on derivative instruments are reported in the Consolidated Statements of Cash Flows in operating activities, under Other, net.

Diesel Fuel Contracts

TJX hedges portions of its estimated notional diesel fuel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing, and the resulting per mile surcharges payable by TJX, by setting a fixed price per gallon for the period being hedged. During fiscal 2024, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2025, and during the first nine months of fiscal 2025, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for the first nine months of fiscal 2026. The hedge agreements outstanding at November 2, 2024 relate to approximately 50% of TJX’s estimated notional diesel fuel requirements for the remainder of fiscal 2025 and the first nine months of fiscal 2026. These diesel fuel hedge agreements will settle throughout fiscal 2025 and throughout the first ten months of fiscal 2026. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Cost of sales, including buying and occupancy costs. TJX elected not to apply hedge accounting to these contracts.

Foreign Currency Contracts

TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations in currencies other than their respective functional currencies. The contracts outstanding at November 2, 2024 cover merchandise purchases the Company is committed to over the next several months in fiscal 2025. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the U.K. Merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. A portion of the inflows of Euros to the central buying entity provides a natural hedge for Euro denominated merchandise purchases from third-party vendors. TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30 days' duration to mitigate this excess exposure. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Cost of sales, including buying and occupancy costs.

TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany debt. The changes in fair value of these contracts are recorded in Selling, general and administrative expenses and are offset by marking the underlying item to fair value in the same period. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Selling, general and administrative expenses.

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at November 2, 2024:


In millions		Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at November 2, 2024
Fair value hedges:
Intercompany balances, primarily debt:

	€	78	£	67	0.8546	Prepaid Exp	$	1.3	$	—	$	1.3
	A$	210	U.S.$	139	0.6637	Prepaid Exp	1.5		—		1.5
	U.S.$	70	£	55	0.7898	Prepaid Exp	1.3		—		1.3
	£	100	U.S.$	127	1.2712	(Accrued Exp)	—		(2.3)		(2.3)
	€	200	U.S.$	219	1.0970	Prepaid Exp / (Accrued Exp)	0.6		(0.2)		0.4

Economic hedges for which hedge accounting was not elected:
	Diesel fuel contracts	Fixed on 3.1M – 4.2M gal per month	Float on 3.1M – 4.2M gal per month		N/A	(Accrued Exp)	—		(16.3)		(16.3)
Intercompany billings in TJX International, primarily merchandise:
	€	181	£	151	0.8341	(Accrued Exp)	—		(1.2)		(1.2)
Merchandise purchase commitments:
	C$	834	U.S.$	610	0.7318	Prepaid Exp	10.5		—		10.5
	C$	33	€	22	0.6636	Prepaid Exp / (Accrued Exp)	0.1		(0.0)		0.1
	£	478	U.S.$	619	1.2960	Prepaid Exp / (Accrued Exp)	4.7		(3.5)		1.2
	zł	524	£	102	0.1951	Prepaid Exp / (Accrued Exp)	2.3		(0.1)		2.2
	A$	92	U.S.$	62	0.6694	Prepaid Exp	1.2		—		1.2

	U.S.$	127	€	116	0.9114	Prepaid Exp / (Accrued Exp)	0.1		(1.4)		(1.3)
Total fair value of derivative financial instruments							$	23.6	$	(25.0)	$	(1.4)

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at February 3, 2024:


In millions		Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at February 3, 2024
Fair value hedges:
Intercompany balances, primarily debt:

	€	78	£	67	0.8622	Prepaid Exp / (Accrued Exp)	$	0.1	$	(0.1)	$	0.0
	A$	140	U.S.$	95	0.6751	Prepaid Exp	2.7		—		2.7
	U.S.$	70	£	55	0.7898	(Accrued Exp)	—		(0.2)		(0.2)
	£	100	U.S.$	127	1.2727	Prepaid Exp	0.8		—		0.8
	€	200	U.S.$	219	1.0969	Prepaid Exp / (Accrued Exp)	3.0		(0.3)		2.7
Economic hedges for which hedge accounting was not elected:
	Diesel fuel contracts	Fixed on 3.0M – 3.8M gal per month	Float on 3.0M– 3.8M gal per month		N/A	(Accrued Exp)	—		(7.2)		(7.2)
Intercompany billings in TJX International, primarily merchandise:
	€	130	£	112	0.8604	Prepaid Exp	0.9		—		0.9
Merchandise purchase commitments:
	C$	668	U.S.$	495	0.7408	Prepaid Exp / (Accrued Exp)	1.4		(3.6)		(2.2)
	C$	29	€	20	0.6797	(Accrued Exp)	—		(0.3)		(0.3)
	£	353	U.S.$	443	1.2549	Prepaid Exp / (Accrued Exp)	1.5		(5.0)		(3.5)
	zł	508	£	98	0.1930	Prepaid Exp / (Accrued Exp)	0.0		(3.1)		(3.1)
	A$	82	U.S.$	55	0.6620	Prepaid Exp / (Accrued Exp)	0.8		(0.1)		0.7
	U.S.$	109	€	100	0.9191	Prepaid Exp / (Accrued Exp)	0.3		(1.0)		(0.7)
Total fair value of derivative financial instruments							$	11.5	$	(20.9)	$	(9.4)

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at October 28, 2023:


In millions		Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at October 28, 2023
Fair value hedges:
Intercompany balances, primarily debt:

	€	60	£	52	0.8738	(Accrued Exp)	$	—	$	(0.1)	$	(0.1)
	A$	150	U.S.$	104	0.6937	Prepaid Exp	8.4		—		8.4
	U.S.$	69	£	55	0.8010	(Accrued Exp)	—		(2.0)		(2.0)
	£	150	U.S.$	186	1.2396	Prepaid Exp	3.9		—		3.9
	€	200	U.S.$	220	1.1008	Prepaid Exp	7.8		—		7.8

Economic hedges for which hedge accounting was not elected:
	Diesel fuel contracts	Fixed on 3.0M – 3.8M gal per month	Float on 3.0M – 3.8M gal per month		N/A	Prepaid Exp	2.7		—		2.7
Intercompany billings in TJX International, primarily merchandise:
	€	118	£	102	0.8646	(Accrued Exp)	—		(1.1)		(1.1)


Merchandise purchase commitments:
	C$	773	U.S.$	575	0.7440	Prepaid Exp	16.8		—		16.8
	C$	35	€	24	0.6826	Prepaid Exp / (Accrued Exp)	0.2		(0.1)		0.1
	£	365	U.S.$	458	1.2537	Prepaid Exp / (Accrued Exp)	14.7		(0.1)		14.6
	zł	581	£	110	0.1900	(Accrued Exp)	—		(3.6)		(3.6)
	A$	58	U.S.$	39	0.6677	Prepaid Exp	1.9		—		1.9

	U.S.$	120	€	110	0.9190	(Accrued Exp)	—		(3.2)		(3.2)
Total fair value of derivative financial instruments							$	56.4	$	(10.2)	$	46.2

The impact of derivative financial instruments on the Consolidated Statements of Income is presented below:


		Amount of (Loss) Gain Recognized in Income by Derivative
	Location of (Loss) Gain Recognized in Income by Derivative	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions		November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Fair value hedges:
Intercompany balances, primarily debt	Selling, general and administrative expenses	$	2	$	26	$	3	$	29
Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts	Cost of sales, including buying and occupancy costs	(6)		2		(22)		(6)
Intercompany billings in TJX International, primarily merchandise	Cost of sales, including buying and occupancy costs	4		(2)		5		2

Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	1		49		15		27
Gain recognized in income		$	1	$	75	$	1	$	52

Note F. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (also referred to as exit price). The inputs used to measure fair value are generally classified into the following hierarchy:


Level 1:						Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2:						Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability

Level 3:						Unobservable inputs for the asset or liability

The following table sets forth TJX’s financial assets and liabilities that are accounted for at fair value on a recurring basis:


In millions	November 2, 2024		February 3, 2024		October 28, 2023
Level 1
Assets:
Executive Savings Plan investments	$	465.8	$	405.7	$	366.6
Level 2
Assets:

Foreign currency exchange contracts	$	23.6	$	11.5	$	53.7
Diesel fuel contracts	—		—		2.7
Liabilities:
Foreign currency exchange contracts	$	8.7	$	13.7	$	10.2
Diesel fuel contracts	16.3		7.2		—

Investments designed to meet obligations under the Executive Savings Plan are invested in registered investment companies traded in active markets and are recorded at unadjusted quoted prices.

Foreign currency exchange contracts and diesel fuel contracts are valued using broker quotations, which include observable market information. TJX does not make adjustments to quotes or prices obtained from brokers or pricing services but does assess the credit risk of counterparties and will adjust final valuations when appropriate. Where independent pricing services provide fair values, TJX obtains an understanding of the methods used in pricing. As such, these instruments are classified within Level 2.

The fair value of TJX’s general corporate debt was estimated by obtaining market quotes given the trading levels of other bonds of the same general issuer type and market perceived credit quality. These inputs are considered to be Level 2 inputs. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.

The following table summarizes the carrying value and fair value estimates of our components of long-term debt:


	November 2, 2024				February 3, 2024				October 28, 2023
In Millions	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Level 2

Long-term debt	$	2,865	$	2,640	$	2,862	$	2,630	$	2,861	$	2,470

For additional information on long-term debt, see Note I—Long-Term Debt and Credit Lines.

TJX’s cash equivalents are stated at cost, which approximates fair value due to the short maturities of these instruments.

Certain assets and liabilities are measured at fair value on a nonrecurring basis, whereas the majority of assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment. For the periods ended November 2, 2024, February 3, 2024 and October 28, 2023, the Company did not record any material impairments to long-lived assets.

Note G. Segment Information

TJX operates four main business segments. In the United States, the Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and the HomeGoods segment operates HomeGoods and Homesense. The TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. In addition to the Company’s four main business segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.

All of TJX’s stores, with the exception of HomeGoods and HomeSense/Homesense, sell family apparel and home fashions. HomeGoods and HomeSense/Homesense offer home fashions.

TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines as pre-tax income or loss before general corporate expense, interest (income) expense, net and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled measures used by other entities. This measure of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of TJX’s performance or as a measure of liquidity.

Presented below is financial information with respect to TJX’s business segments:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Net sales:
In the United States:
Marmaxx	$	8,438	$	8,107	$	24,633	$	23,376
HomeGoods	2,355		2,208		6,535		6,185
TJX Canada	1,382		1,317		3,739		3,578
TJX International	1,888		1,633		5,103		4,667
Total net sales	$	14,063	$	13,265	$	40,010	$	37,806
Segment profit:
In the United States:
Marmaxx	$	1,207	$	1,134	$	3,495	$	3,246
HomeGoods	290		228		679		547
TJX Canada	209		223		533		532
TJX International	137		88		271		158
Total segment profit	1,843		1,673		4,978		4,483
General corporate expense	150		125		523		475



Interest (income) expense, net	(43)		(41)		(139)		(116)
Income before income taxes	$	1,736	$	1,589	$	4,594	$	4,124

Note H. Pension Plans and Other Retirement Benefits

Presented below is financial information relating to TJX’s funded defined benefit pension plan (“qualified pension plan” or “funded plan”) and its unfunded supplemental pension plan (“unfunded plan”) for the periods shown:


	Funded Plan				Unfunded Plan
	Thirteen Weeks Ended				Thirteen Weeks Ended
In millions	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Service cost	$	8	$	8	$	1	$	1
Interest cost	17		18		1		2
Expected return on plan assets	(21)		(20)		—		—
Amortization of net actuarial loss and prior service cost/(credit)	(0)		0		0		0


Total expense	$	4	$	6	$	2	$	3

	Funded Plan				Unfunded Plan
	Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
In millions	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Service cost	$	24	$	25	$	2	$	2
Interest cost	53		54		4		5
Expected return on plan assets	(60)		(60)		—		—
Amortization of net actuarial loss and prior service cost/(credit)	(1)		0		1		1


Total expense	$	16	$	19	$	7	$	8

TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80% of the applicable pension liability (the Funding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of nonqualified plans under the Internal Revenue Code. The Company does not anticipate any required funding in fiscal 2025 for the funded plan. The Company anticipates making contributions of $11 million to provide current benefits coming due under the unfunded plan in fiscal 2025.

The amounts included in Amortization of net actuarial loss and prior service cost in the table above have been reclassified in their entirety from Accumulated other comprehensive (loss) income to the Consolidated Statements of Income, net of related tax effects, for the periods presented.

Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt as of November 2, 2024, February 3, 2024 and October 28, 2023. All amounts are net of unamortized debt discounts.


In millions and net of immaterial unamortized debt discounts	November 2, 2024		February 3, 2024		October 28, 2023
General corporate debt:

2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount)	$	998	$	998	$	998
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount)	500		499		499
3.875% senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89% after reduction of unamortized debt discount)	496		496		496
1.600% senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61% after reduction of unamortized debt discount)	500		500		500
4.500% senior unsecured notes, maturing April 15, 2050 (effective interest rate of 4.52% after reduction of unamortized debt discount)	383