SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(mark one)

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

(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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an ~~“emerging~~emerging growth ~~company”.~~company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

~~Large accelerated~~Non-accelerated filer

☒☐

~~Accelerated filer~~Smaller reporting company

☐

~~Non-accelerated filer~~

~~☐ (Do not check if a smaller reporting company)~~

~~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 Rule12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of registrant’s common stock outstanding as of ~~October 28, 2017: 632,302,505~~

November 17, 2023: 1,139,676,816

The TJX Companies, Inc.

PART I—I - FINANCIAL INFORMATION

Item 1. Consolidated Financial ~~Statements.~~

Statements

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

IN ~~THOUSANDS~~MILLIONS EXCEPT PER SHARE AMOUNTS

   Thirteen Weeks Ended
   October 28,
2017    October 29,
2016
Net sales
   $ 8,762,220    $ 8,291,688




Cost of sales, including buying and occupancy costs
   6,150,020    5,843,873
Selling, general and administrative expenses
   1,584,219    1,462,574
Loss on early extinguishment of debt
   —      51,773
Pension settlement charge
   —      31,173
Interest expense, net
   7,981    12,462




Income before provision for income taxes
   1,020,000    889,833
Provision for income taxes
   378,564    340,047




Net income
   $ 641,436    $ 549,786




Basic earnings per share:

Net income
   $ 1.01    $ 0.84
Weighted average common shares – basic
   634,022    653,559
Diluted earnings per share:

Net income
   $ 1.00    $ 0.83
Weighted average common shares – diluted
   642,881    661,721
Cash dividends declared per share
   $ 0.3125    $ 0.2600


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Net sales	$	13,265	$	12,167	$	37,806	$	35,416
Cost of sales, including buying and occupancy costs	9,139		8,624		26,423		25,418





Selling, general and administrative expenses	2,578		2,185		7,375		6,454
Impairment on equity investment	—		—		—		218



Interest (income) expense, net	(41)		(1)		(116)		29
Income before income taxes	1,589		1,359		4,124		3,297
Provision for income taxes	398		296		1,053		837
Net income	$	1,191	$	1,063	$	3,071	$	2,460
Basic earnings per share	$	1.04	$	0.92	$	2.68	$	2.10
Weighted average common shares – basic	1,144		1,161		1,148		1,169
Diluted earnings per share	$	1.03	$	0.91	$	2.65	$	2.08
Weighted average common shares – diluted	1,158		1,172		1,161		1,180

The accompanying notes are an integral part of the unaudited consolidated financial statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

IN ~~THOUSANDS EXCEPT PER SHARE AMOUNTS~~

   Thirty-Nine Weeks Ended
   October 28,
2017    October 29,
2016
Net sales
   $ 24,903,944    $ 23,716,097




Cost of sales, including buying and occupancy costs
   17,652,767    16,778,977
Selling, general and administrative expenses
   4,479,470    4,190,872
Loss on early extinguishment of debt
   —      51,773
Pension settlement charge
   —      31,173
Interest expense, net
   27,499    33,918




Income before provision for income taxes
   2,744,208    2,629,384
Provision for income taxes
   1,013,536    1,009,078




Net income
   $ 1,730,672    $ 1,620,306




Basic earnings per share:

Net income
   $ 2.71    $ 2.46
Weighted average common shares – basic
   639,191    657,746
Diluted earnings per share:

Net income
   $ 2.67    $ 2.43
Weighted average common shares – diluted
   648,672    666,632
Cash dividends declared per share
   $ 0.9375    $ 0.7800

MILLIONS


	Thirteen Weeks Ended
	October 28, 2023		October 29, 2022
Net income	$	1,191	$	1,063
Additions to other comprehensive (loss), net of tax:
Foreign currency translation adjustments, net of related tax provision of $4 in fiscal 2024 and tax benefit of $9 in fiscal 2023	(102)		(65)
Reclassifications from other comprehensive (loss) to net income:

Amortization of prior service cost and deferred gains/(losses), net of related tax provisions of $0.2 in fiscal 2024 and $2 in fiscal 2023	0		4

Other comprehensive (loss), net of tax	(102)		(61)
Total comprehensive income	$	1,089	$	1,002


	Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022
Net income	$	3,071	$	2,460
Additions to other comprehensive (loss), net of tax:
Foreign currency translation adjustments, net of related tax provision of $3 in fiscal 2024 and tax benefit of $9 in fiscal 2023	(48)		(154)


Reclassifications from other comprehensive (loss) to net income:

Amortization of prior service cost and deferred gains/(losses), net of related tax provisions of $0.4 in fiscal 2024 and $5 in fiscal 2023	1		12

Other comprehensive (loss), net of tax	(47)		(142)
Total comprehensive income	$	3,024	$	2,318

The accompanying notes are an integral part of the unaudited consolidated financial statements.

THE TJX COMPANIES, INC.

CONSOLIDATED ~~STATEMENTS OF COMPREHENSIVE INCOME~~

BALANCE SHEETS

IN ~~THOUSANDS~~

   Thirteen Weeks Ended
   October 28,
2017 October 29,
2016
Net income
   $ 641,436 $ 549,786


Additions to other comprehensive income:

Foreign currency translation adjustments, net of related tax benefits of $18,110 in fiscal 2018 and $14,123 in fiscal 2017
   (46,029 ) (94,590 )
Recognition of net (losses) on benefit obligations, net of related tax benefit of $47,051 in fiscal year 2017
   —   (71,525 )
Reclassifications from other comprehensive income to net income:

Pension settlement charge, net of related tax provision of $12,369 in fiscal 2017
   —   18,804
Amortization of prior service cost and deferred gains, net of related tax provisions of $2,414 in fiscal 2018 and $3,462 in fiscal 2017
   3,669 5,263
Amortization of loss on cash flow hedge, net of related tax provisions of $112 in fiscal 2018 and $112 in fiscal 2017
   171 171


Other comprehensive (loss), net of tax
   (42,189 ) (141,877 )


Total comprehensive income
   $ 599,247 $ 407,909


   Thirty-Nine Weeks Ended
   October 28,
2017 October 29,
2016
Net income
   $ 1,730,672 $ 1,620,306


Additions to other comprehensive income:

Foreign currency translation adjustments, net of related tax provision of $16,212 in fiscal 2018 and benefit of $17,241 in fiscal 2017
   79,393 (93,304 )
Recognition of net (losses) on benefit obligations, net of related tax benefit of $47,051 in fiscal year 2017
   —   (71,525 )
Reclassifications from other comprehensive income to net income:

Pension settlement charge, net of related tax provision of $12,369 in fiscal 2017
   —   18,804
Amortization of prior service cost and deferred gains, net of related tax provisions of $7,500 in fiscal 2018 and $7,517 in fiscal 2017
   11,401 11,427
Amortization of loss on cash flow hedge, net of related tax provisions of $337 in fiscal 2018 and $337 in fiscal 2017
   513 513


Other comprehensive income (loss), net of tax
   91,307 (134,085 )


Total comprehensive income
   $ 1,821,979 $ 1,486,221

MILLIONS, EXCEPT SHARE DATA


	October 28, 2023		January 28, 2023		October 29, 2022
Assets
Current assets:
Cash and cash equivalents	$	4,290	$	5,477	$	3,365

Accounts receivable, net	560		563		571
Merchandise inventories	8,285		5,819		8,329
Prepaid expenses and other current assets	535		478		582
Federal, state and foreign income taxes recoverable	136		119		142
Total current assets	13,806		12,456		12,989
Net property at cost	6,262		5,783		5,573
Non-current deferred income taxes, net	152		158		174
Operating lease right of use assets	9,289		9,086		8,986
Goodwill	94		97		95
Other assets	748		769		611
Total assets	$	30,351	$	28,349	$	28,428
Liabilities
Current liabilities:
Accounts payable	$	5,425	$	3,794	$	4,993
Accrued expenses and other current liabilities	4,482		4,346		4,084
Current portion of operating lease liabilities	1,682		1,610		1,574
Current portion of long-term debt	—		500		500
Federal, state and foreign income taxes payable	51		55		83
Total current liabilities	11,640		10,305		11,234
Other long-term liabilities	908		919		906
Non-current deferred income taxes, net	133		127		74
Long-term operating lease liabilities	7,976		7,775		7,691
Long-term debt	2,861		2,859		2,858
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 1,140,732,746; 1,155,437,908 and 1,156,263,970 respectively	1,141		1,155		1,156
Additional paid-in capital	—		—		—
Accumulated other comprehensive (loss) income	(653)		(606)		(829)
Retained earnings	6,345		5,815		5,338
Total shareholders’ equity	6,833		6,364		5,665
Total liabilities and shareholders’ equity	$	30,351	$	28,349	$	28,428

The accompanying notes are an integral part of the unaudited consolidated financial statements.

THE TJX COMPANIES, INC.

CONSOLIDATED ~~BALANCE SHEETS~~

STATEMENTS OF CASH FLOWS

IN ~~THOUSANDS, EXCEPT SHARE DATA~~

   October 28,
2017 January 28,
2017 October 29,
2016
ASSETS

Current assets:

Cash and cash equivalents
   $ 2,364,244 $ 2,929,849 $ 2,375,532
Short-term investments
   511,618 543,242 450,804
Accounts receivable, net
   345,866 258,831 306,426
Merchandise inventories
   4,725,850 3,644,959 4,384,171
Prepaid expenses and other current assets
   422,719 358,058 409,986
Federal, state, and foreign income taxes recoverable
   19,737 15,835 15,415


Total current assets
   8,390,034 7,750,774 7,942,334


Net property at cost
   4,858,284 4,532,894 4,318,829
Non-current deferred income taxes, net
   6,655 6,193 3,624
Goodwill
   196,365 195,871 196,011
Other assets
   426,357 398,076 406,038


TOTAL ASSETS
   $ 13,877,695 $ 12,883,808 $ 12,866,836


LIABILITIES

Current liabilities:

Accounts payable
   $ 2,986,374 $ 2,230,904 $ 2,686,845
Accrued expenses and other current liabilities
   2,361,422 2,320,464 2,155,587
Federal, state and foreign income taxes payable
   120,185 206,288 52,082


Total current liabilities
   5,467,981 4,757,656 4,894,514


Other long-term liabilities
   1,159,975 1,073,954 1,098,491
Non-current deferred income taxes, net
   374,276 314,000 317,107
Long-term debt
   2,229,855 2,227,599 2,226,913
Commitments and contingencies (See Note K)

SHAREHOLDERS’ EQUITY

Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued
   —   —   —
Common stock, authorized 1,200,000,000 shares, par value $1, issued and outstanding 632,302,505; 646,319,046 and 651,900,739 respectively
   632,303 646,319 651,901
Additionalpaid-in capital
   —   —   —
Accumulated other comprehensive (loss)
   (602,919 ) (694,226 ) (801,557 )
Retained earnings
   4,616,224 4,558,506 4,479,467


Total shareholders’ equity
   4,645,608 4,510,599 4,329,811


TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   $ 13,877,695 $ 12,883,808 $ 12,866,836

MILLIONS


	Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022
Cash flows from operating activities:
Net income	$	3,071	$	2,460
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	712		656

Impairment on equity investment	—		218
Loss on property disposals and impairment charges	46		7

Deferred income tax provision	13		35
Share-based compensation	114		95
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	1		(69)
(Increase) in merchandise inventories	(2,528)		(2,545)
(Increase) in income taxes recoverable	(17)		(28)
(Increase) in prepaid expenses and other current assets	(20)		(72)
Increase in accounts payable	1,666		647
Increase (decrease) in accrued expenses and other liabilities	161		(237)
(Decrease) in income taxes payable	(5)		(103)
Increase in net operating lease liabilities	75		2
Other, net	(32)		(7)
Net cash provided by operating activities	3,257		1,059
Cash flows from investing activities:
Property additions	(1,280)		(1,100)


Purchases of investments	(22)		(26)
Sales and maturities of investments	21		16

Net cash (used in) investing activities	(1,281)		(1,110)
Cash flows from financing activities:
Repayment of debt	(500)		—


Payments for repurchase of common stock	(1,687)		(1,800)
Cash dividends paid	(1,105)		(998)
Proceeds from issuance of common stock	203		115

Other	(29)		(32)
Net cash (used in) financing activities	(3,118)		(2,715)
Effect of exchange rate changes on cash	(45)		(96)
Net (decrease) in cash and cash equivalents	(1,187)		(2,862)
Cash and cash equivalents at beginning of year	5,477		6,227
Cash and cash equivalents at end of period	$	4,290	$	3,365

The accompanying notes are an integral part of the unaudited consolidated financial statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

SHAREHOLDERS’ EQUITY

IN ~~THOUSANDS~~

   Thirty-Nine Weeks Ended
   October 28,
2017 October 29,
2016
Cash flows from operating activities:

Net income
   $ 1,730,672 $ 1,620,306
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
   532,424 492,395
Loss on property disposals and impairment charges
   2,209 1,648
Deferred income tax provision
   35,802 52,629
Share-based compensation
   77,152 77,380
Excess tax benefits from share-based compensation
   —   (60,332 )
Loss on early extinguishment of debt
   —   51,773
Pension settlement charge
   —   31,173
Changes in assets and liabilities:

(Increase) in accounts receivable
   (84,403 ) (72,487 )
(Increase) in merchandise inventories
   (1,042,664 ) (758,601 )
(Increase) in taxes recoverable
   (3,902 ) (4,356 )
(Increase) in prepaid expenses and other current assets
   (50,357 ) (38,174 )
Increase in accounts payable
   733,340 524,981
Increase in accrued expenses and other liabilities
   83,082 232,910
(Decrease) in income taxes payable
   (86,842 ) (19,000 )
Other
   2,910 (19,986 )


Net cash provided by operating activities
   1,929,423 2,112,259


Cash flows from investing activities:

Property additions
   (827,529 ) (767,197 )
Purchase of investments
   (630,079 ) (533,807 )
Sales and maturities of investments
   658,225 432,046
Other
   —   (2,324 )


Net cash (used in) investing activities
   (799,383 ) (871,282 )


Cash flows from financing activities:

Proceeds from issuance of long-term debt
   992,540
Cash payments for extinguishment of debt
   —   (425,584 )
Cash payments for repurchase of common stock
   (1,238,982 ) (1,175,000 )
Cash payments for debt issuance expenses
   (9,921 )
Cash payment for rate lock agreement
   —   (3,150 )
Proceeds from issuance of common stock
   89,198 110,902
Excess tax benefits from share-based compensation
   —   60,332
Cash dividends paid
   (566,949 ) (481,859 )
Cash payments of employee tax withholdings for performance based stock awards
   (16,823 ) (24,965 )
Other
   (2,312 ) —


Net cash (used in) financing activities
   (1,735,868 ) (956,705 )


��

Effect of exchange rate changes on cash
   40,223 (4,213 )


Net (decrease) increase in cash and cash equivalents
   (565,605 ) 280,059
Cash and cash equivalents at beginning of year
   2,929,849 2,095,473


Cash and cash equivalents at end of period
   $ 2,364,244 $ 2,375,532

MILLIONS
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


	Thirteen Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, July 30, 2022	1,162	$	1,162	$	—	$	(768)	$	5,003	$	5,397
Net income	—	—		—		—		1,063		1,063

Other comprehensive (loss), net of tax	—	—		—		(61)		—		(61)
Cash dividends declared on common stock	—	—		—		—		(342)		(342)
Recognition of share-based compensation	—	—		37		—		—		37
Issuance of common stock under stock incentive plan and related tax effect	2	2		62		—		—		64
Common stock repurchased	(8)	(8)		(99)		—		(386)		(493)
Balance, October 29, 2022	1,156	$	1,156	$	—	$	(829)	$	5,338	$	5,665

The accompanying notes are an integral part of the unaudited consolidated financial statements.

THE TJX COMPANIES, INC.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF SHAREHOLDERS’ EQUITY

IN ~~THOUSANDS~~

   Accumulated
   Common Stock Additional
Paid-In
Capital Other
Comprehensive
Income (Loss) Retained
Earnings Total
   Shares Par Value
$1
Balance, January 28, 2017
   646,319 $ 646,319 $ —   $ (694,226 ) $ 4,558,506 $ 4,510,599
Net income
   —   —   —   —   1,730,672 1,730,672
Other comprehensive income (loss), net of tax
   —   —   —   91,307 —   91,307
Cash dividends declared on common stock
   —   —   —   —   (597,595 ) (597,595 )
Recognition of share-based compensation
   —   —   77,152 —   —   77,152
Issuance of common stock under Stock Incentive Plan, net of shares used to pay tax withholdings
   2,726 2,726 69,729 —   —   72,455
Common stock repurchased and retired
   (16,742 ) (16,742 ) (146,881 ) —   (1,075,359 ) (1,238,982 )


Balance, October 28, 2017
   632,303 $ 632,303 $ —   $ (602,919 ) $ 4,616,224 $ 4,645,608

MILLIONS
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


	Thirty-Nine Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, January 29, 2022	1,181	$	1,181	$	—	$	(687)	$	5,509	$	6,003
Net income	—	—		—		—		2,460		2,460

Other comprehensive (loss), net of tax	—	—		—		(142)		—		(142)
Cash dividends declared on common stock	—	—		—		—		(1,032)		(1,032)
Recognition of share-based compensation	—	—		95		—		—		95
Issuance of common stock under stock incentive plan and related tax effect	4	4		78		—		(1)		81
Common stock repurchased	(29)	(29)		(173)		—		(1,598)		(1,800)
Balance, October 29, 2022	1,156	$	1,156	$	—	$	(829)	$	5,338	$	5,665

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 ~~financial statements~~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,~~Consolidated Financial Statements, including the related notes, contained in TJX’s Annual Report on Form10-K for the fiscal year ended January 28, ~~2017~~2023 (“fiscal ~~2017”~~2023”).

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 January 28, ~~2017~~2023 balance sheet data was derived from audited ~~financial statements, but~~Consolidated Financial Statements and does not include all disclosures required by GAAP.

TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The current fiscal year ends February 3, ~~2018~~2024 (“fiscal ~~2018”~~2024”) and is a53-week fiscal year. Fiscal ~~2017~~2023 was a52-week fiscal year.

Fiscal 2025 will be a 52-week fiscal year and will end February 1, 2025.

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, ~~impairment of long-lived assets, goodwill and tradenames, retirement obligations, share-based compensation, casualty insurance,~~ 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 ~~those~~these estimates, and such differences could be material.

In fiscal 2020, the Company acquired a minority ownership stake in privately held Familia, an off-price retailer of apparel and home fashions domiciled in Luxembourg that operates stores throughout Russia. During the first quarter of fiscal 2023, the Company announced that it had committed to divesting its minority investment, resulting in an impairment charge of $218 million representing the entire carrying value of the Company’s investment. Additionally, the Company realized a $54 million tax benefit when the Company completed the divestiture of this investment during the third quarter of fiscal 2023. See Note F—Fair Value Measurements for additional information.

Deferred Gift Card Revenue

The following table presents deferred gift card revenue activity:


In millions	October 28, 2023		October 29, 2022
Balance, beginning of year	$	721	$	685
Deferred revenue	1,283		1,259
Effect of exchange rates changes on deferred revenue	(4)		(9)
Revenue recognized	(1,342)		(1,318)
Balance, end of period	$	658	$	617

TJX recognized $426 million in gift card revenue for the three months ended October 28, 2023 and $412 million for the three months ended October 29, 2022. 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.

Supplemental cash flow information related to leases is as follows:


	Thirty-Nine Weeks Ended
In millions	October 28, 2023		October 29, 2022
Operating cash flows paid for operating leases	$	1,508	$	1,453
Lease liabilities arising from obtaining right of use assets	$	1,595	$	1,697

Future Adoption of New Accounting Standards

~~Revenue Recognition~~

~~In May 2014,~~

From time to time, the Financial Accounting Standards Board ~~(the “FASB”~~(“FASB”) ~~issued updated guidance on revenue recognition. The~~or other standard setting bodies issue new ~~guidance supersedes most preexisting revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue~~accounting pronouncements. Updates to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard will be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard early. The standard shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We believe that there will be no change in the timing or amount of revenue recognized under the new standard as it relates to revenue from point of sale at the registers in our stores, which constitutes more than 95% of the Company’s revenue. Sales from~~e-commerce~~ will be recognized at the shipping point rather than receipt by the customer. We believe there will be a slight change in the presentation and timing of revenue related to loyalty benefit programs. The new standard will require a change in the presentation of our sales return reserve on the balance sheet, which we currently record net. The new standard will require the reserve to be established at the gross sales value with an asset established for the value of the merchandise returned. We do not expect these changes to have a material

impact on our financial condition or results of operations other than additional disclosure requirements. We plan to adopt this standard in the first quarter of the fiscal year ending February 2, 2019 under the modified retrospective approach, which will result in a cumulative adjustment to retained earnings. We continue to evaluate the impact this standard will have on our Consolidated Financial Statements and Notes thereto.

~~Leases~~

~~In February 2016,~~ the FASB issued updated guidance on leases that aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosureAccounting Standards Codification are communicated through issuance of key information about leasing arrangements. The new standard is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods; early adoption is permitted and modified retrospective application is required.an Accounting Standards Update (“ASU”). The Company has ~~established a cross-functional team to implement~~reviewed the ~~updated lease~~new guidance and is in the process of evaluating its lease portfolio and the impact this standard will have on our Consolidated Financial Statements and Notes thereto. The Company expects this standard to have a material impact on its statement of financial condition ashas determined that it will ~~record a significant asset and liability associated with its more than 4,000 leased locations. The Company continues~~either not apply to ~~assess if the initial lease term will differ under the new standard versus current accounting practice. If the lease term remains unchanged, the income statement impact of the new standard~~TJX or is not expected to be ~~material. We plan~~material to ~~adopt this standard in the first quarter of the fiscal year ending February 1, 2020.~~

~~Cash Flows~~

In August 2016, a pronouncement was issued that addresses diversity in how certain cash receipts and cash payments are presented in the statement of cash flows. The new guidance provides clarity around the cash flow classification for eight specific issues in an effort to reduce the current and potential future diversity in practice. The standard, which is to be applied retrospectively, will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and earlyits Consolidated Financial Statements upon adoption, ~~is permitted. TJX does not expect this standard to have a material impact on our consolidated financial statements.~~

~~Goodwill~~

In January 2017, the FASB issued updated guidance on goodwill that aims to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, goodwill impairment will be measured as the amount by which the carrying value exceeds the fair value. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017. TJX does not expect the adoption of this standard to have a material impact on our consolidated financial statements.

~~Retirement Benefits~~

In March 2017, the FASB issued updated guidance related to retirement benefits, which requires that an employer report the service cost component of net periodic pension and net periodic post retirement cost in the same line item as other compensation costs arising from services rendered by the employees during the period. It also requires the other components of net periodic pension and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization. This pronouncement is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance. The amendments in this update should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We are currently evaluating the presentation of the other components of net benefit cost. The Company has not yet determined the timing for adoption or estimated the effect on the Company’s financial statements.

~~Hedging Activities~~

In August 2017, the FASB issued updated guidance on hedge accounting. The updates allow hedge accounting for new types of interest rate hedges of financial instruments and simplify documentation requirements to qualify for hedge accounting. In addition, any gain or loss from hedge ineffectiveness will be reported in the same income statement line with the effective hedge results and the hedged transaction. The updated guidance is effective for annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The Company has not yet determined the timing for adoption or estimated the effect on the Company’s financial statements.

~~Recently Adopted Accounting Standards~~

~~Share Based Compensation~~

In the first quarter of 2017, TJX adopted a pronouncement that aims to simplify several aspects of accounting and reporting for share-based payment transactions. One provision within this pronouncement requires that excess income tax benefits and tax deficiencies related to share-based payments be recognized within income tax expense in the statement of income, rather than within additional~~paid-in~~ capital on the balance sheet. The adoption of this provision is to be applied prospectively. The impact to TJX’s results of operations related to this provision for the three and nine months ended October 28, 2017 was a decrease in the provision for income taxes of $12.6 million and $40.5 million, respectively. The impact of this benefit on TJX’s future results of operations will depend in part on the market prices for TJX’s shares on the dates there are taxable events related to share awards, and, therefore, the ~~impact~~guidance is ~~difficult to predict. The remaining provisions within the pronouncement did~~ not ~~have a material impact on our consolidated financial statements.~~

disclosed.

Note B. Property at Cost

The following table presents the components of property at cost:

In thousands
   October 28,
2017    January 28,
2017    October 29,
2016
Land and buildings
   $ 1,294,992    $ 1,247,585    $ 1,118,739
Leasehold costs and improvements
   3,145,922    2,884,054    2,811,515
Furniture, fixtures and equipment
   5,172,488    4,871,764    4,725,863






Total property at cost
   $ 9,613,402    $ 9,003,403    $ 8,656,117
Less accumulated depreciation and amortization
   4,755,118    4,470,509    4,337,288






Net property at cost
   $ 4,858,284    $ 4,532,894    $ 4,318,829

In millions October 28,
2023 January 28,
2023 October 29,
2022
Land and buildings $ 2,097 $ 2,043 $ 1,984
Leasehold costs and improvements 4,163 3,874 3,744
Furniture, fixtures and equipment 7,843 7,400 7,190
Total property at cost $ 14,103 $ 13,317 $ 12,918
Less: accumulated depreciation and amortization 7,841 7,534 7,345
Net property at cost $ 6,262 $ 5,783 $ 5,573

Depreciation expense was ~~$534.0~~$243 million for the three months ended October 28, 2023 and $217 million for the three months ended October 29, 2022. Depreciation expense was $707 million for the nine months ended October 28, ~~2017~~2023 and ~~$484.5~~$651 million for the nine months ended October 29, ~~2016. Depreciation expense was $658.8~~2022.

Note C. Accumulated Other Comprehensive (Loss) Income ~~(Loss)~~


In millions and net of immaterial taxes	Foreign Currency Translation		Deferred Benefit Costs		Accumulated Other Comprehensive (Loss) Income
Balance, January 29, 2022	$	(488)	$	(199)	$	(687)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes	(56)		—		(56)

Recognition of net gains/(losses) on benefit obligations, net of taxes	—		121		121

Reclassifications from other comprehensive (loss) to net income:

Amortization of prior service cost and deferred gains/(losses), net of taxes	—		16		16
Balance, January 28, 2023	$	(544)	$	(62)	$	(606)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes	(48)		—		(48)
Reclassifications from other comprehensive (loss) to net income:


Amortization of prior service cost and deferred gains/(losses), net of taxes	—		1		1
Balance, October 28, 2023	$	(592)	$	(61)	$	(653)

Note D. Capital Stock and Earnings Per Share

TJX repurchased and retired ~~4.9~~7.2 million shares of its common stock at a cost of ~~$350.0~~approximately $653 million, including applicable excise tax, during the quarter ended October 28, ~~2017,~~2023, on a “trade date” basis. During the nine months ended October 28, ~~2017,~~2023, TJX repurchased and retired ~~16.9~~20.4 million shares of its common stock at a cost of ~~$1.25~~approximately $1.7 billion, on a “trade date” basis. TJX reflects stock repurchases in its consolidated financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of ~~$1.2~~$1.7 billion for ~~both~~ the nine months ended October 28, ~~2017~~2023 and $1.8 billion for the nine months ended October 29, ~~2016.~~

2022. These expenditures were funded by cash on hand and cash generated from current and prior period operations.

In February ~~2016, TJX~~2023, the Company announced that its Board of Directors had approved a new stock repurchase program that ~~authorized~~authorizes the repurchase of up to an additional ~~$2.0~~$2 billion of TJX common stock from time to time. Under this program, ~~on a “trade date” basis through~~TJX had approximately $1.8 billion available for repurchase as of October 28, ~~2017, TJX repurchased 19.7 million shares of common stock at a cost of $1.5 billion. At October 28, 2017, $0.5 billion remained available for purchase under this program.~~

In February 2017, TJX announced that its Board of Directors had approved an additional stock repurchase program that authorized the repurchase of up to $1.0 billion of TJX common stock from time to time, all of which remained available at October 28, 2017.

2023.

All shares repurchased under the stock repurchase programs have been retired.

Earnings Per Share

The following ~~tables present~~table presents the calculation of basic and diluted earnings per ~~share (“EPS”) for net income:~~

   Thirteen Weeks Ended
In thousands, except per share data
   October 28,
2017    October 29,
2016
Basic earnings per share

Net income
   $ 641,436    $ 549,786
Weighted average common shares outstanding for basic EPS
   634,022    653,559
Basic earnings per share
   $ 1.01    $ 0.84
Diluted earnings per share

Net income
   $ 641,436    $ 549,786
Shares for basic and diluted earnings per share calculations:

Weighted average common shares outstanding for basic EPS
   634,022    653,559
Assumed exercise/vesting of:

Stock options and awards
   8,859    8,162




Weighted average common shares outstanding for diluted EPS
   642,881    661,721




Diluted earnings per share
   $ 1.00    $ 0.83

   Thirty-Nine Weeks Ended
In thousands, except per share data
   October 28,
2017    October 29,
2016
Basic earnings per share

Net income
   $ 1,730,672    $ 1,620,306
Weighted average common shares outstanding for basic EPS
   639,191    657,746
Basic earnings per share
   $ 2.71    $ 2.46
Diluted earnings per share

Net income
   $ 1,730,672    $ 1,620,306
Shares for basic and diluted earnings per share calculations:

Weighted average common shares outstanding for basic EPS
   639,191    657,746
Assumed exercise/vesting of:

Stock options and awards
   9,481    8,886




Weighted average common shares outstanding for diluted EPS
   648,672    666,632




Diluted earnings per share
   $ 2.67    $ 2.43

share:
Thirteen Weeks Ended Thirty-Nine Weeks Ended
Amounts in millions, except per share amounts October 28,
2023 October 29,
2022 October 28,
2023 October 29,
2022
Basic earnings per share:
Net income $ 1,191 $ 1,063 $ 3,071 $ 2,460
Weighted average common shares outstanding for basic earnings per share calculation 1,144 1,161 1,148 1,169
Basic earnings per share $ 1.04 $ 0.92 $ 2.68 $ 2.10
Diluted earnings per share:
Net income $ 1,191 $ 1,063 $ 3,071 $ 2,460
Weighted average common shares outstanding for basic earnings per share calculation 1,144 1,161 1,148 1,169
Assumed exercise/vesting of stock options and awards 14 11 13 11
Weighted average common shares outstanding for diluted earnings per share calculation 1,158 1,172 1,161 1,180
Diluted earnings per share $ 1.03 $ 0.91 $ 2.65 $ 2.08
Cash dividends declared per share $ 0.3325 $ 0.295 $ 0.9975 $ 0.8850

The weighted average common shares for the diluted earnings per share calculation ~~exclude~~excludes the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the ~~related fiscal period’s~~ average price of TJX’s common ~~stock.~~stock for the related fiscal periods. Such options are excluded because they would have an antidilutive effect. There were ~~12.6~~4.8 million ~~such~~ options excluded for ~~each of~~ the thirteen weeks and thirty-nine weeks ended October 28, ~~2017.~~2023. There were ~~4.3~~11.2 million such options excluded for ~~each of~~ the thirteen weeks and thirty-nine weeks ended October 29, ~~2016.~~

2022.

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 ~~statements of financial position~~Consolidated Balance Sheet and measures those instruments at fair value. The fair values of the derivatives are classified as assets or liabilities, current ornon-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. ~~TJX does not hedge its net investments in foreign subsidiaries.~~

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~~and the resulting per mile surcharges payable by ~~TJX)~~TJX, by setting a fixed price per gallon for the period being hedged. During fiscal ~~2017,~~2023, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal ~~2018. During~~2024, and during the first nine months of fiscal ~~2018,~~2024, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for the first nine months of fiscal ~~2019.~~2025. The hedge agreements outstanding at October 28, ~~2017~~2023 relate to approximately ~~51%~~50% of TJX’s estimated notional diesel fuel requirements for the remainder of fiscal ~~2018~~2024 and ~~approximately 34% of TJX’s estimated notional diesel requirements for~~ the first nine months of fiscal ~~2019.~~2025. These diesel fuel hedge agreements will settle throughout ~~the remainder of~~ fiscal ~~2018~~2024 and throughout the first ten months of fiscal ~~2019.TJX~~2025. TJX elected not to apply hedge accounting ~~rules~~ 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 ~~at TJX International (United Kingdom, Ireland, Germany, Poland, Austria, The Netherlands and Australia), TJX Canada (Canada), Marmaxx (U.S.) and HomeGoods (U.S.)~~ in currencies other than their respective functional currencies. ~~These contracts typically have a term of twelve months or less.~~ The contracts outstanding at October 28, ~~2017~~2023 cover ~~a portion of such actual and anticipated~~ merchandise purchases ~~throughout~~ the ~~remainder of~~Company is committed to over the next several months in fiscal ~~2018 and throughout the second quarter of fiscal 2019.~~2024. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the ~~United Kingdom. All merchandise~~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. ~~The inflow~~A portion of the inflows of Euros to the central buying entity provides a natural hedge for Euro denominated merchandise ~~purchased~~purchases from third-party vendors that is denominated in Euros. However, with the growth of TJX’s Euro denominated retail operations, the intercompany billings committed to the Euro denominated operations is generating Euros in excess of those needed to meet merchandise commitments to outside vendors. TJX calculates ~~this~~any excess Euro exposure each month and enters into forward contracts of approximately 30 ~~days~~days' duration to mitigate ~~the~~this excess exposure. ~~TJX elected not to apply hedge accounting rules to these contracts.~~

TJX also enters into derivative contracts, generally designated as fair value hedges, to hedge intercompany ~~debt and intercompany interest payable.~~debt. The changes in fair value of these contracts are recorded in ~~selling,~~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,~~Selling, general and administrative expenses.

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at October 28, ~~2017:~~

In thousands

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,
2017
Fair value hedges:

Intercompany balances, primarily debt and related interest


   zł    67,000    £ 13,000    0.1940    (Accrued Exp)    $ —      $ (1,211 ) $ (1,211 )
   €    49,950    £ 43,317    0.8672    Prepaid Exp / (Accrued Exp)    277    (1,600 ) (1,323 )
   U.S.$    68,445    £ 55,000    0.8036    Prepaid Exp    3,849    —   3,849
Economic hedges for which hedge accounting was not elected:


Diesel contracts


Fixed on 250k
– 2.5M gal
per month



Float on 250k
– 2.5M gal
per month

   N/A    Prepaid Exp    5,226    —   5,226
Intercompany billings in Europe, primarily merchandise related
   €    27,000    £ 24,062    0.8912    Prepaid Exp    202    —   202
Merchandise purchase commitments


   C$    511,004    U.S.$ 399,650    0.7821    Prepaid Exp / (Accrued Exp)    5,023    (4,770 ) 253
   C$    25,305    € 17,000    0.6718    Prepaid Exp / (Accrued Exp)    63    (62 ) 1
   £    163,682    U.S.$ 214,000    1.3074    Prepaid Exp / (Accrued Exp)    678    (2,298 ) (1,620 )
   A$    27,187    U.S.$ 21,351    0.7853    Prepaid Exp    467    —   467
   zł    313,150    £ 65,249    0.2084    Prepaid Exp / (Accrued Exp)    580    (350 ) 230
   U.S.$    2,928    £ 2,245    0.7667    Prepaid Exp    16    —   16
   U.S.$    68,723    € 58,859    0.8565    Prepaid Exp / (Accrued Exp)    729    (989 ) (260 )




Total fair value of derivative financial instruments

         $ 17,110    $ (11,280 ) $ 5,830

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
A$ 58 U.S.$ 39 0.6677 Prepaid Exp 1.9 — 1.9
zł 581 £ 110 0.1900 (Accrued Exp) — (3.6) (3.6)
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 following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 28, ~~2017:~~

In thousands

Pay
   Receive    Blended
Contract
Rate
Balance Sheet
Location
   Current Asset
U.S.$    Current
(Liability)
U.S.$ Net Fair
Value in
U.S.$ at
January 28,
2017
Fair value hedges:

Intercompany balances, primarily debt and related interest


   zł    67,000    £ 13,000    0.1940    (Accrued Exp)    $ —      $ (6 ) $ (6 )
   €    63,000    £ 54,452    0.8643    Prepaid Exp    263    —   263
   U.S.$    68,445    £ 55,000    0.8036    Prepaid Exp    1,196    —   1,196
Economic hedges for which hedge accounting was not elected:


Diesel contracts


Fixed on 2.1M
– 2.5M gal per
month



Float on
2.1M– 2.5M
gal per
month

   N/A    Prepaid Exp    2,183    —   2,183
Intercompany billings in Europe, primarily merchandise related


   €    68,000    £ 58,306    0.8574    Prepaid Exp    262    —   262
Merchandise purchase commitments

   C$    462,025    U.S.$ 349,750    0.7570    Prepaid Exp / (Accrued Exp)    1,089    (3,081 ) (1,992 )
   C$    19,571    € 13,650    0.6975    Prepaid Exp / (Accrued Exp)    22    (290 ) (268 )
   £    180,963    U.S.$ 227,500    1.2572    Prepaid Exp / (Accrued Exp)    2,327    (2,695 ) (368 )
   zł    249,079    £ 48,593    0.1951    Prepaid Exp / (Accrued Exp)    681    (927 ) (246 )
   U.S.$    22,226    € 20,686    0.9307    Prepaid Exp / (Accrued Exp)    178    (257 ) (79 )




Total fair value of financial instruments

         $ 8,201    $ (7,256 ) $ 945

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
January 28,
2023
Fair value hedges:
Intercompany balances, primarily debt:
€ 60 £ 53 0.8807 (Accrued Exp) $ — $ (0.3) $ (0.3)
A$ 150 U.S.$ 105 0.7003 (Accrued Exp) — (2.6) (2.6)
U.S.$ 69 £ 55 0.8010 (Accrued Exp) — (0.3) (0.3)
£ 200 U.S.$ 244 1.2191 (Accrued Exp) — (5.5) (5.5)
€ 200 U.S.$ 213 1.0652 Prepaid Exp / (Accrued Exp) 0.8 (7.0) (6.2)
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
3.2M – 3.6M
gal per month
Float on
3.2M– 3.6M
gal per month
N/A Prepaid Exp 3.9 — 3.9
Intercompany billings in TJX International, primarily merchandise:
€ 146 £ 129 0.8834 Prepaid Exp 0.8 — 0.8
Merchandise purchase commitments:
C$ 705 U.S.$ 525 0.7449 Prepaid Exp / (Accrued Exp) 2.2 (7.1) (4.9)
C$ 23 € 16 0.7064 Prepaid Exp / (Accrued Exp) 0.4 (0.0) 0.4
£ 299 U.S.$ 356 1.1916 Prepaid Exp / (Accrued Exp) 0.1 (15.4) (15.3)
zł 507 £ 91 0.1788 (Accrued Exp) — (3.6) (3.6)
A$ 104 U.S.$ 71 0.6819 (Accrued Exp) — (3.3) (3.3)
U.S.$ 85 € 82 0.9634 Prepaid Exp 4.3 — 4.3
Total fair value of derivative financial instruments $ 12.5 $ (45.1) $ (32.6)

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at October 29, ~~2016:~~

In thousands

Pay
   Receive    Blended
Contract
Rate
Balance Sheet
Location
   Current Asset
U.S.$    Current
(Liability)
U.S.$ Net Fair
Value in
U.S.$ at
October 29,
2016
Fair value hedges:

Intercompany balances, primarily debt and related interest


   zł 57,073    C$ 19,606    0.3435    Prepaid Exp    $ 199    $ —   $ 199
   zł 45,000    £ 7,403    0.1645    (Accrued Exp)    —      (2,357 ) (2,357 )
   € 61,000    £ 47,211    0.7740    (Accrued Exp)    —      (9,681 ) (9,681 )
   U.S.$ 77,957    £ 55,000    0.7055    (Accrued Exp)    —      (10,999 ) (10,999 )
   £ 25,000    C$ 41,123    1.6449    Prepaid Exp    45    —   45
Economic hedges for which hedge accounting was not elected:


Diesel contracts


Fixed on 2.1M
– 2.3M gal per
month



Float on 2.1M
– 2.3M gal
per month

   N/A    Prepaid Exp    1,485    —   1,485
Intercompany billings in Europe, primarily merchandise related
   € 88,000    £ 79,577    0.9043    Prepaid Exp    186    —   186
Merchandise purchase commitments


   C$ 461,631    U.S.$ 355,350    0.7698    Prepaid Exp    10,434    —   10,434
   C$ 21,643    € 14,900    0.6885    Prepaid Exp    217    —   217
   £ 191,518    U.S.$ 252,600    1.3189    Prepaid Exp / (Accrued Exp)    18,824    (626 ) 18,198
   zł 258,005    £ 50,292    0.1949    Prepaid Exp / (Accrued Exp)    1    (3,875 ) (3,874 )
   U.S.$ 675    £ 468    0.6934    (Accrued Exp)    —      (106 ) (106 )
   U.S.$ 49,288    € 43,819    0.8891    Prepaid Exp / (Accrued Exp)    19    (1,122 ) (1,103 )




Total fair value of derivative financial instruments

         $ 31,410    $ (28,766 ) $ 2,644

~~Presented below is the~~2022:
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 29,
2022
Fair value hedges:
Intercompany balances, primarily debt:
€ 60 £ 51 0.8526 (Accrued Exp) $ — $ (0.8) $ (0.8)
A$ 170 U.S.$ 120 0.7034 Prepaid Exp 10.6 — 10.6
U.S.$ 75 £ 55 0.7368 (Accrued Exp) — (11.2) (11.2)
£ 200 U.S.$ 247 1.2341 Prepaid Exp / (Accrued Exp) 20.8 (4.1) 16.7
€ 200 U.S.$ 217 1.0862 Prepaid Exp / (Accrued Exp) 17.7 (0.5) 17.2
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
3.1M – 3.9M
gal per month
Float on
3.1M – 3.9M
gal per month
N/A Prepaid Exp 18.4 — 18.4
Intercompany billings in TJX International, primarily merchandise:
€ 222 £ 195 0.8769 Prepaid Exp 4.2 — 4.2
Merchandise purchase commitments:
C$ 710 U.S.$ 542 0.7633 Prepaid Exp / (Accrued Exp) 22.2 (0.5) 21.7
C$ 16 € 12 0.7453 Prepaid Exp / (Accrued Exp) 0.2 (0.0) 0.2
£ 389 U.S.$ 475 1.2201 Prepaid Exp / (Accrued Exp) 29.6 (3.0) 26.6
A$ 79 U.S.$ 54 0.6843 Prepaid Exp 3.6 — 3.6
zł 614 £ 108 0.1760 (Accrued Exp) — (2.8) (2.8)
U.S.$ 88 € 85 0.9635 Prepaid Exp / (Accrued Exp) 0.3 (4.0) (3.7)
Total fair value of derivative financial instruments $ 127.6 $ (26.9) $ 100.7

The impact of derivative financial instruments on the ~~statements~~Consolidated Statements of ~~income for the periods shown:~~

      Amount of Gain (Loss) Recognized
in Income by Derivative
      Thirteen Weeks Ended
In thousands

Location of Gain (Loss)
Recognized in Income by
Derivative
   October 28, 2017 October 29, 2016
Fair value hedges:

Intercompany balances, primarily debt and related interest
   Selling, general and administrative expenses    $ (1,454 ) $ (10,549 )
Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts
   Cost of sales, including buying and occupancy costs    4,947 4,241
Intercompany billings in Europe, primarily merchandise related
   Cost of sales, including buying and occupancy costs    328 (5,911 )
Merchandise purchase commitments
   Cost of sales, including buying and occupancy costs    13,336 23,105


Gain recognized in income
      $ 17,157 $ 10,886

      Amount of Gain (Loss) Recognized
in Income by Derivative
      Thirty-Nine Weeks Ended
In thousands

Location of Gain (Loss)
Recognized in Income by
Derivative
   October 28, 2017 October 29, 2016
Fair value hedges:

Intercompany balances, primarily debt and related interest
   Selling, general and administrative expenses    $ (3,820 ) $ (23,835 )
Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts
   Cost of sales, including buying and occupancy costs    3,630 3,012
Intercompany billings in Europe, primarily merchandise related
   Cost of sales, including buying and occupancy costs    (3,116 ) (14,987 )
Merchandise purchase commitments
   Cost of sales, including buying and occupancy costs    (20,829 ) 15,826


Loss recognized in income
      $ (24,135 ) $ (19,984 )

Income is presented below:
Amount of Gain (Loss) Recognized
in Income by Derivative

Location of Gain (Loss)
Recognized in Income by
Derivative
Thirteen Weeks Ended Thirty-Nine Weeks Ended
In millions October 28,
2023 October 29,
2022 October 28,
2023 October 29,
2022
Fair value hedges:
Intercompany balances, primarily debt Selling, general and administrative expenses $ 26 $ 24 $ 29 $ 57
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts Cost of sales, including buying and occupancy costs 2 (1) (6) 53
Intercompany billings in TJX International, primarily merchandise Cost of sales, including buying and occupancy costs (2) (6) 2 (6)
Merchandise purchase commitments Cost of sales, including buying and occupancy costs 49 65 27 113
Gain recognized in income $ 75 $ 82 $ 52 $ 217

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 or “exit ~~price.”~~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 thousands
   October 28,
2017    January 28,
2017    October 29,
2016
Level 1

Assets:

Executive Savings Plan investments
   $ 231,618    $ 195,733    $ 185,042
Level 2

Assets:

Short-term investments
   $ 511,618    $ 543,242    $ 450,804
Foreign currency exchange contracts
   11,884    6,018    29,925
Diesel fuel contracts
   5,226    2,183    1,485
Liabilities:

Foreign currency exchange contracts
   $ 11,280    $ 7,256    $ 28,766

In millions October 28,
2023 January 28,
2023 October 29,
2022
Level 1
Assets:
Executive Savings Plan investments $ 366.6 $ 371.6 $ 342.6
Level 2
Assets:
Foreign currency exchange contracts $ 53.7 $ 8.6 $ 109.2
Diesel fuel contracts 2.7 3.9 18.4
Liabilities:
Foreign currency exchange contracts $ 10.2 $ 45.1 $ 26.9

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.

~~Short-term investments, foreign~~

Foreign currency exchange contracts and diesel fuel contracts are valued using broker quotations, which include observable market information. ~~TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks.~~ 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 2.2 inputs. The fair value of long-term debt as of October 28, ~~2017~~2023 was ~~$2.20~~$2.5 billion compared to a carrying value of ~~$2.23 billion.~~$2.9 billion primarily due to the recent increase in interest rates. The fair value of long-term debt as of January 28, ~~2017~~2023 was ~~$2.17~~$2.6 billion compared to a carrying value of ~~$2.23~~$2.9 billion. The fair value of the current portion of long-term debt as of January 28, 2023 was $497 million compared to a carrying value of $500 million. The fair value of long-term debt as of October 29, ~~2016~~2022 was ~~$2.25~~$2.5 billion compared to a carrying value of ~~$2.23~~$2.9 billion. The fair value of the current portion of long-term debt as of October 29, 2022 was $493 million compared to a carrying value of $500 million. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.

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 October 28, 2023, January 28, 2023 and October 29, 2022, the Company did not record any material impairments to long-lived assets.

During the first quarter of fiscal 2023, the Company announced its intention to divest from its position in its minority investment in Familia and re-characterized this investment as held-for-sale valued as a Level 3 position. Given the lack of an active market or observable inputs, the Company derived an exit price which indicated that this investment had no market value. As a result, the Company recorded a $218 million charge in the first quarter of fiscal 2023, which represented the entirety of its investment. See Note A—Basis of Presentation and Summary of Significant Accounting Policies for additional information.

Note G. Segment Information

TJX operates four main business segments. ~~The~~In the United States, the Marmaxx segment ~~(T.J.~~operates T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com and the HomeGoods segment ~~(HomeGoods~~operates HomeGoods and ~~Homesense) both operate in the United States, the~~Homesense. The TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates T.K. Maxx and Homesense, as well as tkmaxx.com, tkmaxx.de, and ~~tkmaxx.com~~tkmaxx.at in Europe and T.K. Maxx in Australia. ~~TJX also~~In addition to the Company’s four main business segments, Sierra operates ~~Sierra Trading Post (“STP”), anoff-price~~ ~~Internet retailer that operates sierratradingpost.com and~~ retail stores and sierra.com in the U.S. The results of ~~STP~~Sierra are included in the Marmaxx segment.

In the third quarter of fiscal 2024, the Company closed its HomeGoods e-commerce business.

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

TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines aspre-tax income or loss before general corporate expense, interest (income) expense, net and ~~interest expense, net.~~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. ~~The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales. These measures~~This measure of performance should not be considered ~~alternatives~~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
In thousands
   October 28,
2017    October 29,
2016
Net sales:

In the United States:

Marmaxx
   $ 5,298,479    $ 5,252,815
HomeGoods
   1,228,768    1,078,373
TJX Canada
   983,236    855,473
TJX International
   1,251,737    1,105,027




   $ 8,762,220    $ 8,291,688




Segment profit:

In the United States:

Marmaxx
   $ 666,092    $ 703,092
HomeGoods
   163,835    149,739
TJX Canada
   206,472    142,491
TJX International
   87,066    87,821




   1,123,465    1,083,143
General corporate expense
   95,484    97,902
Loss on early extinguishment of debt
   —      51,773
Pension settlement charge
   —      31,173
Interest expense, net
   7,981    12,462




Income before provision for income taxes
   $ 1,020,000    $ 889,833

Thirteen Weeks Ended Thirty-Nine Weeks Ended
In millions October 28,
2023 October 29,
2022 October 28,
2023 October 29,
2022
Net sales:
In the United States:
Marmaxx $ 8,107 $ 7,455 $ 23,376 $ 21,562
HomeGoods 2,208 1,948 6,185 5,840
TJX Canada 1,317 1,285 3,578 3,615
TJX International 1,633 1,479 4,667 4,399
Total net sales $ 13,265 $ 12,167 $ 37,806 $ 35,416
Segment profit:
In the United States:
Marmaxx $ 1,134 $ 1,003 $ 3,246 $ 2,840
HomeGoods 228 172 547 344
TJX Canada 223 204 532 528
TJX International 88 98 158 216
Total segment profit 1,673 1,477 4,483 3,928
General corporate expense 125 119 475 384
Impairment on equity investment — — — 218
Interest (income) expense, net (41) (1) (116) 29
Income before income taxes $ 1,589 $ 1,359 $ 4,124 $ 3,297

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 thousands
   October 28,
2017    October 29,
2016    October 28,
2017    October 29,
2016
Service cost
   $ 11,655    $ 11,360    $ 403    $ 293
Interest cost
   13,866    14,023    820    793
Expected return on plan assets
   (17,309 )    (17,633 )    —      —
Recognized actuarial losses
   5,428    7,943    641    783








Expense related to current period
   13,640    15,693    1,864    1,869
Pension settlement charge
   —      31,173    —      —








Total expense
   $ 13,640    $ 46,866    $ 1,864    $ 1,869

   Funded Plan    Unfunded Plan
   Thirty-Nine Weeks Ended    Thirty-Nine Weeks Ended
In thousands
   October 28,
2017    October 29,
2016    October 28,
2017    October 29,
2016
Service cost
   $ 35,264    $ 33,778    $ 1,578    $ 1,376
Interest cost
   41,384    42,747    2,506    2,543
Expected return on plan assets
   (52,073 )    (53,503 )    —      —
Recognized actuarial losses
   16,582    22,362    2,305    2,512








Net periodic pension cost
   41,157    45,384    6,389    6,431
Pension settlement charge
   —      31,173    —      —








Total expense
   $ 41,157    $ 76,557    $ 6,389    $ 6,431

Funded Plan Unfunded Plan
Thirteen Weeks Ended Thirteen Weeks Ended
In millions October 28,
2023 October 29,
2022 October 28,
2023 October 29,
2022
Service cost $ 8 $ 13 $ 1 $ 0
Interest cost 18 15 2 1
Expected return on plan assets (20) (23) — —
Amortization of net actuarial loss and prior service cost 0 5 0 1
Total expense $ 6 $ 10 $ 3 $ 2
Funded Plan Unfunded Plan
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
In millions October 28,
2023 October 29,
2022 October 28,
2023 October 29,
2022
Service cost $ 25 $ 36 $ 2 $ 1
Interest cost 54 44 5 3
Expected return on plan assets (60) (67) — —
Amortization of net actuarial loss and prior service cost 0 14 1 3
Total expense $ 19 $ 27 $ 8 $ 7

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~~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 ~~TJX’s~~ nonqualified plans under the Internal Revenue Code. ~~TJX~~The Company does not anticipate any required funding in fiscal ~~2018~~2024 for the funded plan. ~~TJX~~The Company anticipates making ~~payments~~contributions of ~~$4.1~~$4 million to provide current benefits coming due under the unfunded plan in fiscal ~~2018.~~

2024.

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

~~During~~

In the ~~third~~second quarter of fiscal ~~2017, TJX offered~~2024, the Company announced that it would offer eligible former TJX Associates who ~~had~~have not yet commenced ~~receiving~~ their qualified pension plan benefit an opportunity to receive a voluntary lump sum payout of their vested pension plan benefit. ~~As a result,~~At the ~~Company’s pension plan paid $103.2 million from pension plan assets to those who accepted~~end of the offer ~~thereby reducing its pension benefit obligations. The transaction had no cash impact~~period, the payout amount, based on ~~TJX but~~participation rate, did ~~result in~~not meet the threshold to record a~~non-cashpre-tax~~ ~~pension~~ non-cash settlement ~~charge of $31.2 million in last year’s third quarter, which is reported separately on the consolidated statements of income.~~

TJX also had maintained an unfunded postretirement medical plan, which was closed to new benefits in fiscal 2006. During the first quarter of fiscal 2017, TJX terminated the unfunded postretirement medical plan and made a discretionary lump sum payment to participants. The settlement of the liability and the recognition of the remaining negative plan amendment resulted in a~~pre-tax~~ ~~benefit of $5.5 million in the first quarter of fiscal 2017.~~

charge.

Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt ~~exclusive of current installments,~~ as of October 28, ~~2017,~~2023, January 28, ~~2017~~2023 and October 29, ~~2016.~~2022. All amounts are net of unamortized debt discounts.

In thousands
   October 28,
2017    January 28,
2017    October 29,
2016
General corporate debt:

2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $245 at October 28, 2017, $278 at January 28, 2017 and $289 at October 29, 2016)
   $ 499,755    $ 499,722    $ 499,711
2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $269 at October 28, 2017, $325 at January 28, 2017 and $344 at October 29, 2016)
   749,732    749,675    749,656
2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $6,590 at October 28, 2017, $7,149 at January 28, 2017 and $7,336 at October 29, 2016)
   993,410    992,851    992,664
Debt issuance cost
   (13,042 )    (14,649 )    (15,118 )






Long-term debt
   $ 2,229,855    $ 2,227,599    $ 2,226,913

~~On September 12, 2016, TJX issued $1.0 billion aggregate principal amount~~
In millions and net of immaterial unamortized debt discounts October 28,
2023 January 28,
2023 October 29,
2022
General corporate debt:
2.500% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount) $ — $ 500 $ 500
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount) 998 997 997
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount) 499 499 499
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) 383 383 383
Total debt 2,876 3,375 3,375
Current maturities of long-term debt, net of debt issuance costs — (500) (500)
Debt issuance costs (15) (16) (17)
Long-term debt $ 2,861 $ 2,859 $ 2,858

Senior Unsecured Notes

During the second quarter of ~~2.25%ten-year~~ ~~notes due September 2026 all of which was outstanding at October 28, 2017. TJX entered into a rate-lock agreement to hedge $700 million of~~fiscal 2024, the 2.25% notes. The cost of these agreements are being amortized to interest expense over the term of the notes resulting in an effective fixed rate of 2.36%. On October 12, 2016, TJX used a portion of the proceeds from the 2.25%Company repaid its 2.500% ten-year ~~notes to redeem all outstanding 6.95%ten-year~~ ~~notes and recorded apre-tax~~ ~~loss on the early extinguishment of debt of $51.8 million, which includes $50.6 million of redemption premium and $1.2 million to write off unamortized debt expenses and discount.~~

~~At October 28, 2017, TJX also had outstanding $500 million aggregate principal amount of 2.50%ten-year~~ ~~notes~~ Notes due May 2023 at maturity.

The Company has two TJX revolving credit facilities, a $1 billion senior unsecured revolving credit facility maturing in June 2026 (the “2026 Revolving Credit Facility”) and $750 million aggregate principal amount of 2.75% seven-year notes, due June 2021. TJX entered into rate-lock agreements to hedge the underlying treasury rate of $250 million of the 2.50% notes. The costs of these agreements are being amortized to interest expense over the term of the respective notes, resulting in an effective fixed interest rate of 2.57% for the 2.50% notes. TJX also entered into rate-lock agreements to hedge the underlying treasury rate of all of the 2.75% notes prior to their issuance. The agreements were accounted for as cash flow hedges and the~~pre-tax~~ ~~realized loss of $7.9 million was recorded as~~ a ~~component of other comprehensive income and is being amortized to interest expense over the term of the notes, resulting in an effective fixed interest rate of 2.91%.~~

~~At October 28, 2017, TJX had two~~ $500 million revolving credit ~~facilities, one which matures~~facility that was set to mature in ~~March 2020~~May 2024 (the “2024 Revolving Credit Facility”). On May 8, 2023, the Company amended the 2024 Revolving Credit Facility to (i) extend the maturity to May 8, 2028 and ~~one which matures in March 2022. At October 28, 2017,~~(ii) replace the ~~agreements require quarterly payments~~London Interbank Offered Rate (“LIBOR”) with a term secured overnight financing rate plus a 0.10% credit spread adjustment (“Adjusted Term SOFR”). Term SOFR borrowings under the “2028 Revolving Credit Facility”, as amended, bear interest at the Adjusted Term SOFR plus a margin of ~~6.0~~45.0 - 87.5 basis points ~~per annum~~and a quarterly facility fee payment of 5.0 - 12.5 basis points on the ~~committed amounts for both agreements. This rate is~~total commitments under the 2028 Revolving Credit Facility, in each case, based on the ~~credit ratings of TJX’s~~Company’s long-term debt ratings. All other material terms and ~~would vary~~conditions of the 2028 Revolving Credit Facility were unchanged.

Additionally, on May 8, 2023, the Company amended its 2026 Revolving Credit Facility to replace the LIBOR with ~~specified changes in~~Adjusted Term SOFR. Term SOFR borrowings under the 2026 Revolving Credit Facility, as amended, bear interest at the Adjusted Term SOFR plus a variable margin based on the Company’s long-term debt ratings. All other material terms and conditions of the 2026 Revolving Credit Facility were unchanged.

Under these credit ~~ratings. These agreements had~~facilities, the Company has maintained a borrowing capacity of $1.5 billion. As of October 28, 2023, January 28, 2023 and October 29, 2022, there were no ~~compensating balance requirements and had various covenants.~~amounts outstanding under these facilities. Each of these facilities require TJX to maintain a ratio of funded debt ~~and four-times consolidated rentals~~ to ~~consolidated~~ earnings before interest, taxes, depreciation and amortization and ~~consolidated~~ rentals ~~(“EBITDAR”)~~(EBITDAR) of not more than ~~2.75~~3.50 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at the end of all periods presented.

In addition, as of October 28, ~~2017,~~2023, January 28, ~~2017~~2023 and October 29, ~~2016. As of October 28, 2017, January 28, 2017 and October 29, 2016, and during the quarters and year then ended, there were no amounts outstanding under any of these facilities.~~

~~As of October 28, 2017, January 28, 2017 and October 29, 2016,~~2022, TJX Canada had two ~~uncommitted~~ credit lines, a C$10 million facility for operating expenses and a C$10 million letter of credit facility. As of October 28, ~~2017,~~2023, January 28, ~~2017~~2023 and October 29, ~~2016,~~2022, and during the quarters and year then ended, there were no amounts outstanding on the Canadian credit line for operating expenses. As of October 28, ~~2017,~~2023, January 28, ~~2017,~~2023 and October 29, ~~2016, our~~2022, the Company’s European business at TJX International had ~~an uncommitted~~a credit line of £5 million. As of October 28, ~~2017,~~2023, January 28, ~~2017,~~2023 and October 29, ~~2016,~~2022, and during the quarters and year then ended, there were no amounts outstanding on the European credit line.

Note J. Income Taxes

In August 2022, the Inflation Reduction Act of 2022 (“IRA”), was signed into law. Among other things, the IRA imposes a 15% corporate alternative minimum tax (the “Corporate AMT”) for tax years beginning after December 31, 2022 and levies a 1% excise tax on net stock repurchases after December 31, 2022. The ~~effective~~excise tax on the net stock repurchase, Corporate AMT, or other provisions of the IRA did not have a material impact on our results of operations or financial position for the first nine months of fiscal 2024.

The effective income tax rate was ~~37.1%~~25.0% for the ~~fiscal 2018~~ third quarter of fiscal 2024 and ~~38.2%~~21.8% for the third quarter of fiscal ~~2017 third quarter.~~ 2023. The ~~effective~~effective income tax rate was ~~36.9%~~25.5% for the first nine months ~~ended October 28, 2017 as compared to 38.4%~~of fiscal 2024 and 25.4% for ~~last year’s comparable period.~~the first nine months of fiscal 2023. The ~~decrease~~increase in the effective income tax rate in the third quarter and for the first nine months of fiscal 2024 was primarily due to ~~excess income tax benefits related to share-based payments, which reduced~~ the effective income tax rate in fiscal 2023 reflecting the benefit from the divestiture of our minority investment in Familia, partially offset by ~~1.2 percentage points for~~ the ~~third quarter and 1.5 percentage points for the nine months ended October 28, 2017. The jurisdictional mix of income also contributed to the change of the effective income~~increase in excess tax ~~rate.~~

benefit from share-based compensation in fiscal 2024.

TJX had net unrecognized tax benefits of ~~$41.2~~$266 million as of October 28, ~~2017, $38.5~~2023, $265 million as of January 28, ~~2017~~2023 and ~~$37.4~~$262 million as of October 29, ~~2016.~~

2022.

TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S., and India, fiscal years through 2010 ~~are no longer subject to examination. In Canada, fiscal years through 2008~~ are no longer subject to examination. In all other jurisdictions, fiscal years through ~~2009~~2011 are no longer subject to examination.

TJX’s accounting policy ~~classifies~~is to classify interest and penalties related to income tax matters as part of income tax expense. The ~~total~~ accrued ~~amount on the balance sheets~~amounts for interest and penalties on the Consolidated Balance Sheets was ~~$8.5~~$42 million as of October 28, ~~2017, $8.0~~2023, $37 million as of January 28, ~~2017~~2023 and ~~$7.8~~$37 million as of October 29, ~~2016.~~

2022.

Based on the ~~outcome~~final resolution of tax examinations, or judicial or administrative proceedings, changes in facts or ~~as a result~~law, expirations of ~~the expiration of statute~~statutes of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those ~~presented in~~represented on the consolidated financial ~~statements.~~statements as of October 28, 2023. During the next 12 months, it is reasonably possible that tax ~~examinations of prior years’ tax returns or judicial or administrative proceedings that reflect such positions taken by TJX~~audit resolutions may ~~be finalized. As a result, the total net amount of~~reduce unrecognized tax benefits ~~may decrease,~~by up to $52 million, which would reduce the provision for taxes on ~~earnings, by a range of zero to $15 million.~~

earnings.

Note K. Contingent Obligations, Contingencies, and ~~Contingencies~~

Commitments

Contingent Contractual Obligations

TJX has contingent obligations on leases, for which it was a lessee or guarantor, which were assigned to third parties without TJX being released by the landlords. Over many years, TJX has assigned numerous leases that it had originally leased or guaranteed to a significant number of third parties. With the exception of leases of former businesses for which TJX has reserved, the Company has rarely had a claim with respect to assigned leases, and accordingly, the Company does not expect that such leases will have a material adverse impact on its financial condition, results of operations or cash flows. TJX does not generally have sufficient information about these leases to estimate our potential contingent obligations under them, which could be triggered in the event that one or more of the current tenants does not fulfill their obligations related to one or more of these leases.

TJX may also be contingently liable on up to nine leases of former TJX businesses, for which we believe the likelihood of future liability to TJX is remote, and has contingent obligations in connection with certain assigned or sublet properties that TJX is able to estimate. We estimate that the undiscounted obligations of (i) leases of former operations not included in our reserve for former operations and (ii) properties of our former operations if the subtenants do not fulfill their obligations, are approximately $46.8 million as of October 28, 2017. We believe that most or all of these contingent obligations will not revert to us and, to the extent they do, will be resolved for substantially less due to mitigating factors including our expectation to further sublet.

TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses related to matters ~~such as~~including title to assets sold, specified environmental matters or certain income taxes. These obligations are ~~often~~sometimes limited in time ~~and~~or amount. There are no amounts reflected in ~~our balance sheets~~the Company’s Consolidated Balance Sheets with respect to these contingent obligations.

Legal Contingencies

TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of ~~our~~its business. In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes, including alleged misclassification of positions as exempt from overtime, alleged entitlement to additional wages for alleged~~off-the-clock~~ work by hourly employees and alleged failure to pay all wages due upon termination. TJX is also a defendant in lawsuits filed in federal courts brought as putative class actions on behalf of customers relating to TJX’s compare at pricing. The lawsuits are in various procedural stages and seek unspecified monetary damages, injunctive relief and attorneys’ fees. In connection with ongoing litigation, an immaterial amount has been accrued in the accompanying financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~

Operations

The Thirteen Weeks (third quarter) and Thirty-Nine Weeks (nine months) Ended October 28, ~~2017~~

2023

The Thirteen Weeks (third quarter) and Thirty-Nine Weeks (nine months) Ended October 29, ~~2016~~

~~Overview~~

2022

We are the leadingoff-price apparel and home fashions retailer in the U.S. and worldwide. Our mission is to deliver great value to our customers every day. We ~~sell~~do this by selling a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty and ~~specialty store~~major online retailers) regular prices on comparable merchandise, every ~~day.~~day through our stores and six e-commerce sites. We operate over ~~4,000~~4,900 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense, tkmaxx.com, tkmaxx.de, and ~~tkmaxx.com~~tkmaxx.at in Europe, and T.K. Maxx in Australia). ~~We also operate~~In addition to our four main segments, Sierra ~~Trading Post (“STP”), anoff-price~~ ~~Internet retailer that~~ operates ~~sierratradingpost.com and~~ retail stores and sierra.com in the U.S. The results of ~~STP~~Sierra are ~~reported~~included in ~~our~~the Marmaxx segment.

~~Results~~

In the third quarter of ~~Operations~~

~~Highlights~~fiscal 2024, we closed our HomeGoods e-commerce business.

RESULTS OF OPERATIONS

As an overview of our financial performance, results for the quarter ended October 28, 2023 include the following:

–Net sales increased 9% to $13.3 billion for the third quarter ~~ended October 28, 2017 include the following:~~

~~Net sales increased 6% to $8.8 billion for the~~of fiscal ~~2018 third quarter over~~2024 versus last year’s third quarter sales of ~~$8.3~~$12.2 billion. AtAs of October 28, ~~2017,~~2023, both the number of stores in operation ~~increased 7%~~ and the selling square footage increased 5%3% compared to the end of the third quarter of fiscal ~~2017 third quarter.~~2023.

~~Same~~–Consolidated comp store sales ~~were flat in~~increased 6% for the third quarter of fiscal ~~2018 compared to an increase~~2024. See Net Sales below for definition of ~~5% in the third quarter of fiscal 2017. Same~~comp store sales reflect an increase in customer traffic, offset by a decrease in the value of the average transaction. We believe the hurricanes and unseasonably warm weather in parts of the U.S. had a negative impact on third quarter sales.

–Diluted earnings per share for the third quarter of fiscal ~~2018~~2024 were ~~$1.00~~$1.03 versus ~~$0.83 per share~~$0.91 in the third quarter of fiscal ~~2017. Foreign currency had a $0.04 positive impact on earnings per share for the~~2023. The third quarter of fiscal ~~2018 compared with~~2023 included a ~~neutral~~$0.05 positive impact ~~on earnings per share for~~due to a $54 million tax benefit from the ~~third quarter~~completion of ~~fiscal 2017. The fiscal 2017 third quarter includes~~ the ~~impact~~divestiture of ~~an early extinguishment of debt charge and a pension settlement charge, which collectively reduced earnings per share by $.08 per share.~~our minority investment in Familia.

~~Ourpre-tax~~–Pre-tax profit margin (the ratio ofpre-tax income to net sales) for the third quarter of fiscal ~~2018~~2024 was ~~11.6%~~12.0%, a 0.8 percentage point increase compared with ~~10.7%~~11.2% in the third quarter of fiscal ~~2017. The debt extinguishment charge and pension settlement charge collectively reduced fiscal 2017 third quarterpre-tax~~ ~~margin by 1 percentage point.~~2023.

–Our cost of sales, including buying and occupancy costs, ratio for the third quarter of fiscal ~~2018~~2024 was ~~70.2%~~68.9%, a ~~0.3~~2.0 percentage point decrease compared towith 70.9% in the third quarter ~~last year. This decrease was driven by the favorable impact ofmark-to-market~~of ~~inventory derivatives as well as an increase in merchandise margin, partially offset by higher supply chain costs and expense deleverage on the flat consolidated comparable store sales.~~fiscal 2023.

–Our selling, general and administrative (“SG&A”) expense ratio for the third quarter of fiscal ~~2018~~2024 was ~~18.1%~~19.4%, ~~up 0.5~~a 1.4 percentage ~~points~~point increase compared towith 18.0% in the ~~prior year’s~~ third quarter ~~ratio. The increase in the ratio was primarily due to expenses from hurricanes and wage increases.~~of fiscal 2023.

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding oure-commerce ~~businesses, decreased 2%~~ sites and Sierra stores, were essentially flat on both a reported basis and ~~4% on a~~ constant currency basis at the end of the third quarter of fiscal ~~2018 as compared to the prior year’s third quarter.~~2024.

–During the third quarter of fiscal 2024, we returned ~~$547 million~~$1 billion to our shareholders through share repurchases and dividends.

Operating Results as a Percentage of Net Sales

The following ~~is a discussion of~~table sets forth our consolidated operating results ~~followed by~~as a ~~discussion~~percentage of ~~our segment operating results.~~

net sales:
Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 28,
2023 October 29,
2022 October 28,
2023 October 29,
2022
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales, including buying and occupancy costs 68.9 70.9 69.9 71.8
Selling, general and administrative expenses 19.4 18.0 19.5 18.2
Impairment on equity investment — — — 0.6
Interest (income) expense, net (0.3) 0.0 (0.3) 0.1
Income before income taxes*
12.0 % 11.2 % 10.9 % 9.3 %

*Figures may not foot due to rounding.

Net ~~sales:~~~~Consolidated net~~Sales

Net sales for the ~~third~~ quarter ended October 28, ~~2017~~2023 totaled ~~$8.8~~$13.3 billion, a 9% increase versus third quarter fiscal 2023 net sales of $12.2 billion. The increase reflects a 6% increase ~~over consolidated net~~in comp store sales, ~~of $8.3 billion for the third quarter ended October 29, 2016. The increase reflected~~ a 5%2% increase from ~~new~~non-comp store sales and a 1% positive impact from foreign currency exchange rates. ~~This increase compares~~Net sales from our e-commerce sites combined amounted to less than 2% of total sales ~~growth~~for each of ~~7% in last year’s~~the third ~~quarter, which reflected a 5% increase from same store sales, a 4% increase in new store sales, offset by a 2% negative impact from foreign currency exchange rates.~~

~~Consolidated net~~quarters of fiscal 2024 and fiscal 2023.

Net sales for the nine months ended October 28, ~~2017~~2023 totaled ~~$24.9~~$37.8 billion, a 7% increase versus net sales of $35.4 billion for the first nine months of fiscal 2023. The increase reflects a 5% increase ~~over $23.7 billion~~ in ~~last year’s comparable period. The increase reflected a 4% increase from new~~comp store sales, a 1% increase ~~in same~~from non-comp store sales and a ~~neutral~~1% positive impact from foreign currency exchange rates. ~~This compares~~Net sales from our e-commerce sites combined amounted to less than 2% of total sales for each of the first nine months of fiscal 2024 and fiscal 2023.

We have returned to our historical definition of comparable store sales (as defined below). While stores in the U.S. were open for all of fiscal 2022, a significant number of stores in TJX Canada and TJX International experienced COVID-related temporary store closures and government-mandated shopping restrictions during fiscal 2022. Therefore, in fiscal 2023, we could not measure year-over-year comparable store sales with fiscal 2022 in these geographies in a meaningful way. As a result, the comparable stores included in the fiscal 2023 measure consisted of U.S. stores only, which we referred to as U.S. comparable store sales (“U.S. comp store sales”), and were calculated against sales for the comparable period in fiscal 2022.

Comp store sales increased 6% for the third quarter of fiscal 2024. U.S. comp store sales decreased 2% for the third quarter of fiscal 2023. Both home fashions and apparel comp store sales (as defined below) growth performed in line with the consolidated comp store sales increase for the third quarter of fiscal 2024.

Comp store sales increased 5% for the first nine months of fiscal 2024. U.S. comp store sales decreased 2% for the first nine months of fiscal 2023. Apparel comp store sales growth ~~of 8% in~~outperformed home fashions comp store sales growth for the ~~nine-month period~~first nine months ended October 28, 2023.

Comp store sales for both the third quarter and first nine months of fiscal ~~2017, which reflected a 5%~~2024 were driven by an increase in ~~same store sales and a 4% increase from new store sales, offset by a 1% negative impact from foreign currency exchange rates.~~

customer traffic.

As of October 28, ~~2017,~~2023, both our ~~consolidated~~ store count ~~increased 7%~~ and selling square footage increased 5%3% compared to the end of the third quarter last year.

~~Consolidated same~~

Definition of Comparable Store Sales

We define comparable store sales, for the third quarter and nine months ended October 28, 2017 reflect a decrease in the value of the average transaction, which fully offset an increase in customer traffic for the third quarter and partially offset an increase in traffic for the nine-month period. The decline in the value of the average transaction reflects a decrease in the average ticket that more than offset an increase in units sold. On a consolidated basis, home fashions outperformed apparel categories for both the third quarter and nine-month period ended October 28, 2017. The major hurricanes in the third quarter and, we believe, unseasonably warm weather in parts of the U.S. had a negative impact on sales, especially apparel. In addition, we believe unfavorable weather in this year’s first quarter in parts of the U.S. and Canada had a negative impact on apparel sales for the first nine months of fiscal 2018.

In the U.S., same store sales in the Northeast and Florida, areas most affected by the hurricanes and we believe, warm weather, were below the consolidated average for the quarter and nine-month period. Sales in the Southeast (excluding Florida) and the Southwest were above the consolidated average. In Canada, same store sales growth was above the consolidated average for the third quarter and nine-month period ended October 28, 2017. Same store sales growth for our International segment was above the consolidated average for the third quarter and was in line with the consolidated average for the nine-month period ended October 28, 2017.

~~We define same~~or comp store sales, to be sales of ~~those~~ stores that we have ~~operated~~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. ~~The~~We calculate comp store sales ~~of Sierra Trading Post (including stores), tjmaxx.com~~on a 52-week basis by comparing the current and ~~tkmaxx.com (oure-commerce~~ ~~businesses)~~prior year weekly periods that are ~~not included~~most closely aligned. Relocated stores and stores that have changed in ~~same store sales. We classify a store as a new store until it meets~~size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp percentage is immaterial.

Sales excluded from comp store sales ~~criteria.~~ (“non-comp store sales”) consist of sales from:

–New stores - stores that have not yet met the comp store sales criteria, which represents a substantial majority of non-comp store sales

–Stores that are closed permanently or for an extended period of time

–Sales from our e-commerce sites

We determine which stores are included in the ~~same~~comp store sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended ~~period. In the third quarter of~~period during that fiscal 2018, 37 stores, mostly in Puerto Rico, that were significantly impacted by the hurricanes were excluded from same store sales. These stores will be treated similarly to new stores and excluded from the same store sales measures until they again meet the same store sales criteria. 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. Sameyear.

Comp store sales of our foreign segments are calculated by translating the current year’s ~~same~~comp store sales ~~of our foreign segments at the same exchange rates used in~~using the prior ~~year.~~year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more accurate measure of segment operating performance.

Comp store sales may be referred to as “same store” sales by other retail companies. The method for calculating comp store sales varies across the retail industry; therefore, our measure of comp store sales may not be comparable to that of other retail companies. Comparable store sales for a category such as home fashions or apparel include sales from merchandise within such category combined across all divisions at the stores that fall within the Company’s definition of comparable stores for such period.

We define customer 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 at these stores.~~sold. We define average transaction or average basket to be the average dollar value of ~~transactions included in the same store sales calculation.~~

~~The following table sets forth certain information about our consolidated operating results as a percentage of net sales for the following periods:~~

   Percentage of Net Sales
  Thirteen Weeks Ended
October 28, 2017 Percentage of Net Sales
  Thirteen Weeks Ended
October 29, 2016
Net sales
   100.0 % 100.0 %


Cost of sales, including buying and occupancy costs
   70.2 70.5
Selling, general and administrative expenses
   18.1 17.6
Loss on early extinguishment of debt
   —   0.6
Pension settlement charge
   —   0.4
Interest expense, net
   0.1 0.2


Income before provision for income taxes*
   11.6 % 10.7 %

*	~~Figures may not foot due to rounding~~

   Percentage of Net Sales
Thirty-Nine Weeks Ended
October 28, 2017 Percentage of Net Sales
Thirty-Nine Weeks Ended
October 29, 2016
Net sales
   100.0 % 100.0 %


Cost of sales, including buying and occupancy costs
   70.9 70.7
Selling, general and administrative expenses
   18.0 17.7
Loss on early extinguishment of debt
   —   0.2
Pension settlement charge
   —   0.1
Interest expense, net
   0.1 0.1


Income before provision for income taxes*
   11.0 % 11.1 %

*	~~Figures may not foot due to rounding~~

transactions.

Impact of ~~foreign currency exchange rates~~:Foreign Currency Exchange Rates

Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies. ~~Two ways in which~~We specifically refer to “foreign currency” as the impact of translational foreign currency exchange ~~rates affect our reported results are~~and mark-to-market of inventory derivatives, as ~~follows:~~

•

~~Translation of foreign operating results into U.S. dollars:~~In our financial statements, we translate the operations of TJX Canada and TJX International from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates between comparable prior periods can result in meaningful variations in consolidated net sales, net income and earnings per share growth as well as the net sales and operating results of these segments. Currency translation generally does not affect operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at approximately the same rates within a given period.

•

~~Inventory-related derivatives:~~ We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX Canada and TJX International. As we have not elected “hedge accounting” for these instruments, as defined by U.S. generally accepted accounting principles (“GAAP”), we record a~~mark-to-market~~ ~~gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of themark-to-market~~ adjustment is effectively offset when the inventory being hedged is received and paid for. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. The~~mark-to-market~~ ~~adjustment on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report.~~

~~We refer to the impact of the above two items throughout our discussion as “foreign currency”.~~described in detail below. This does not include the impact foreign currency exchange rates can have on various transactions that are denominated in a currency other than an operating ~~division’s~~division's local ~~currency.~~ currency, which is referred to as “transactional foreign exchange,” and also described below.

Translation Foreign Exchange

In our consolidated financial statements, we translate the operations of TJX Canada and TJX International from local currencies into U.S. dollars using currency rates in effect at different points in time. Significant changes in foreign exchange rates between comparable prior periods can result in meaningful variations in assets, liabilities, net sales, net income and earnings per share growth as well as the net sales and operating results of these segments. Currency translation generally does not affect operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at approximately the same rates within a given period.

Mark-to-Market Inventory Derivatives

We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX Canada and TJX International. As we have not elected “hedge accounting” for these instruments, as defined by U.S. generally accepted accounting principles (“GAAP”), we record a mark-to-market gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of the mark-to-market adjustment is effectively offset when the inventory being hedged is received and paid for. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. The mark-to-market adjustment on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report.

Transactional Foreign Exchange

When discussing the impact on our results of the effect of foreign currency exchange rates on ~~such~~certain transactions, we refer to it as “transactional foreign ~~exchange.”~~

exchange”. This primarily includes the impact that foreign currency exchange rates may have on the year-over-year comparison of merchandise margin as well as “foreign currency gains and losses” on transactions that are denominated in a currency other than the operating division's local currency. These two items can impact segment margin comparison of our foreign divisions, and we have highlighted them when they are meaningful to understanding operating trends.

Cost of ~~sales, including buying~~Sales, Including Buying and ~~occupancy costs:~~Occupancy Costs

Cost of sales, including buying and occupancy costs, as a percentage of net sales ~~decreased by 0.3 percentage points to 70.2%~~was 68.9% for the third quarter of fiscal ~~2018 as~~2024, a decrease of 2 percentage points compared to ~~last year’s ratio. The decrease~~70.9% for the third quarter of fiscal 2023. The decrease in the cost of sales ratio, including buying and occupancy costs, for the third quarter of fiscal 2024 was ~~driven by~~attributable to higher merchandise margin due to lower freight costs, the favorable impact ~~of themark-to-market~~ ~~of our inventory derivatives of 0.3 percentage points along with an improvement in consolidated merchandise margin. These improvements were partially offset by expense deleverage~~ on the ~~flat same~~mark-to-market adjustments on fuel and inventory hedges and expense leverage on higher comp store sales.

Cost of sales, including buying and ~~an increase in consolidated distribution center costs. The 0.2~~occupancy costs, as a percentage ~~point increase to 70.9%~~of net sales was 69.9% for the first nine months of fiscal ~~2018 was driven by an increase~~2024, a decrease of 1.9 percentage points compared to 71.8% for the first nine months of fiscal 2023. The decrease in ~~consolidated distribution center costs. Our increase in distribution center~~the cost of sales ratio, including buying and occupancy costs, for the ~~quarter and nine-month period reflects the impact~~first nine months of ~~processing more units as well as additional investments~~fiscal 2024 was primarily attributable to higher merchandise margin due to lower freight costs, partially offset by higher shrink accrual rates in the ~~supply chain network.~~

current year.

Selling, ~~general~~General and ~~administrative expenses:~~ ~~Selling, general and administrative~~Administrative Expenses

SG&A expenses, as a percentage of net sales, ~~were 18.1% in~~was 19.4% for the third quarter of fiscal ~~2018, up 0.5~~2024, an increase of 1.4 percentage ~~point over last year’s ratio, and increased by 0.3 percentage~~ points compared to 18.0% for the third quarter of fiscal 2023. The increase in the SG&A ratio for the third quarter of fiscal 2024 was attributable to incremental store wage and payroll costs, higher incentive compensation costs, and costs related to the closing of our HomeGoods e-commerce business.

SG&A expenses, as a percentage of net sales, was 19.5% for the first nine months of fiscal 2024, an increase of 1.3 percentage points compared to 18.2% for the first nine months of fiscal 2023. The increase in the SG&A ratio for the first nine months of fiscal 2024 was attributable to higher incentive compensation costs and incremental store wage and payroll costs. In addition, this increase reflects a reserve related to a German government COVID program receivable, costs related to the closing of our HomeGoods e-commerce business and a contribution to our U.S. charitable foundation.

Impairment on Equity Investment

During fiscal 2023, we announced and completed the divestiture of our minority investment in Familia. As a result, we recorded an impairment charge of $218 million in the first quarter of fiscal 2023 representing the entire carrying value of the investment. Additionally, we realized a $54 million tax benefit when we completed the divestiture of this investment during the third quarter of fiscal 2023.

Interest (Income) Expense, net

The components of interest (income) expense, net are summarized below:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions	October 28, 2023		October 29, 2022			October 28, 2023		October 29, 2022
Interest expense	$	20	$	22		$	63	$	69
Capitalized interest	(1)		(2)			(3)		(5)
Interest (income)	(60)		(21)			(176)		(35)
Interest (income) expense, net	$	(41)	$	(1)		$	(116)	$	29

Interest (income) expense, net increased for both the third quarter of fiscal 2024 and first nine months ended October 28, ~~2017 as~~2023 compared to the same ~~period last year.~~periods in fiscal 2023 due to an increase in interest income driven by an increase in prevailing rates and a higher average cash balance.

Provision for Income Taxes

In August 2022, the Inflation Reduction Act of 2022 (“IRA”), was signed into law. Among other things, the IRA imposes a 15% corporate alternative minimum tax (the “Corporate AMT”) for tax years beginning after December 31, 2022 and levies a 1% excise tax on net stock repurchases after December 31, 2022. The excise tax on the net stock repurchase, Corporate AMT, or other provisions of the IRA did not have a material impact on our results of operations or financial position for the first nine months of fiscal 2024.

The effective income tax rate was 25.0% for the third quarter of fiscal 2024 and 21.8% for the third quarter of fiscal 2023. The effective income tax rate was 25.5% for the first nine months of fiscal 2024 and 25.4% for the first nine months of fiscal 2023. The increase ~~for both~~in the effective income tax rate in the third quarter and ~~nine-month period~~the first nine months of fiscal 2024 was primarily due to ~~hurricane related expenses, higher store payroll costs resulting~~the effective income tax rate in fiscal 2023 reflecting the benefit from ~~wage increases as well as~~ the ~~impact~~divestiture of ~~handling~~our minority investment in Familia, partially offset by the increase in ~~units.~~

~~Loss~~excess tax benefit from share-based compensation in fiscal 2024.

Net Income and Diluted Earnings Per Share

Net income was $1.2 billion, or $1.03 per diluted share, and $1.1 billion, or $0.91 per diluted share, for the third quarters of fiscal 2024 and fiscal 2023, respectively. The third quarter of fiscal 2023 included a $54 million tax benefit on ~~early extinguishment~~the divestiture of ~~debt:On September 12, 2016 we issued $1.0~~our minority investment in Familia, which had a $0.05 positive impact on diluted earnings per share. Foreign currency had a $0.02 positive impact on diluted earnings per share for the third quarter of fiscal 2024 and a $0.01 negative impact on diluted earnings per share for the third quarter of fiscal 2023.

Net income was $3.1 billion, or $2.65 per diluted share, and $2.5 billion, or $2.08 per diluted share, for the first nine months of ~~2.25% ten-year notes. We used a portion~~fiscal 2024 and fiscal 2023, respectively. During the first nine months of fiscal 2023, the $218 million impairment on our previously-held minority investment in Familia, net of the ~~proceeds to redeem our $375~~$54 million ~~6.95% notes~~tax benefit, had a $0.14 negative impact on ~~October 12, 2016, prior to their scheduled maturity~~diluted earnings per share. Foreign currency had a $0.01 positive impact on diluted earnings per share for the first nine months of ~~April 15, 2019~~fiscal 2024 and a $0.02 negative impact on diluted earnings per share for the first nine months of fiscal 2023.

In the second quarter of fiscal 2024, we ~~recorded apre-tax~~ ~~loss on the early extinguishment of debt of $51.8 million.~~

~~Pension settlement charge:~~ ~~During the fiscal 2017 third quarter,~~announced that we ~~offered~~would offer eligible former TJX Associates who had not yet commenced ~~receiving~~ their qualified pension plan benefit an opportunity to receive a voluntary lump sum payout of their vested pension plan benefit. ~~On October 21, 2016, TJX’s qualified pension plan paid $103.2 million from pension plan assets to those who accepted this offer. This transaction had no cash impact on TJX, but did result in anon-cashpre-tax~~ ~~settlement charge of $31.2 million in~~At the ~~third quarter of last year.~~

~~Interest expense, net:~~ Interest expense, net decreased $4.5 million for the third quarter ended October 28, 2017 and decreased $6.4 million for the nine months ended October 28, 2017 as compared to the same periods last year. The components of interest expense, net are summarized below:

   Thirteen Weeks Ended    Thirty-Nine Weeks Ended
Dollars in thousands
   October 28,
2017    October 29,
2016    October 28,
2017    October 29,
2016
Interest expense
   $ 17,349    $ 18,906    $ 51,881    $ 52,851
Capitalized interest
   (1,066 )    (1,948 )    (3,528 )    (6,351 )
Interest (income)
   (8,302 )    (4,496 )    (20,854 )    (12,582 )








Interest expense, net
   $ 7,981    $ 12,462    $ 27,499    $ 33,918

For the third quarter and first nine months of fiscal 2018, the reduction in net interest expense was driven by additional interest income, primarily due to an increase in invested balances and higher rates of return.

~~Income taxes:~~ The effective income tax rate was 37.1% for the fiscal 2018 third quarter and 36.9% for the nine months ended October 28, 2017 compared to 38.2% for the fiscal 2017 third quarter and 38.4% for the nine months ended October 29, 2016. The decrease in the effective income tax rate was primarily due to excess income tax benefits related to share-based payments, which reduced the effective income tax rate by 1.2 percentage points for the third quarter and 1.5 percentage points for the nine months ended October 28, 2017. The jurisdictional mix of income also contributed to the changeend of the ~~effective income tax rate.~~

~~Net income and net income per share:~~ ~~Net income for~~offer period, the ~~third quarter of fiscal 2018 was $641.4 million, or $1.00 per diluted share, versus $549.8 million, or $0.83 per diluted share, in last year’s third quarter. Foreign currency had~~payout amount, based on participation rate, did not meet the threshold to record a $0.04 positive impact on earnings per share for the third quarter of fiscal 2018 compared to a neutral impact on earnings per share for the third quarter of fiscal 2017. We believe the hurricanes had an estimated $0.03 negative impact on earnings per share for the third quarter of fiscal 2018.

Net income for the nine months ended October 28, 2017 was $1.7 billion, or $2.67 per diluted share, compared to $1.6 billion, or $2.43 per diluted share, in last year’s comparable period. Foreign currency had a $0.01 positive impact on earnings per share in the first nine months of fiscal 2018 compared to a $0.01 negative impact on earnings per share in the prior year. The loss on early extinguishment of debt and the pensionnon-cash settlement charge collectively reduced net income by approximately $50.0 million, or $0.08 per share, for both the third quarter and nine months ended October 29, 2016. The benefit in the tax provision due to the change in accounting for share-based compensation increased earnings per share by $0.02 per share for the fiscal 2018 third quarter and $0.06 per share in the first nine months of fiscal 2018.

Our stock repurchase programs, which reduce our weighted average diluted shares outstanding, benefited our earnings per share growth by approximately three percent in both the third quarter and first nine months of fiscal 2018.

charge.

Segment ~~information:~~Information

We operate four main business segments. ~~The~~In the United States, our Marmaxx segment ~~(T.J.~~operates T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com and ~~the~~our HomeGoods segment ~~(HomeGoods~~operates HomeGoods and ~~Homesense) both operate in~~Homesense. In the ~~United States.~~third quarter of fiscal 2024, we closed our HomeGoods e-commerce business. Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates T.K. Maxx, Homesense, tkmaxx.com, tkmaxx.de, and ~~tkmaxx.com~~tkmaxx.at in Europe and T.K. Maxx in Australia. ~~We also operate STP, anoff-price~~ ~~Internet retailer that~~In addition to our four main segments, Sierra operates ~~sierratradingpost.com~~retail stores and ~~retail stores~~sierra.com in the U.S. The results of ~~STP have been~~Sierra are included in ~~our~~the Marmaxx segment.

We evaluate the performance of our segments based on “segment profit or loss,” which we define aspre-tax income or loss before general corporate expense and interest (income) expense, ~~net.~~net, and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as we define the term, may not be comparable to similarly titled measures used by other ~~entities.~~companies. The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales. These measures of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of our performance or as a measure of liquidity.

Presented below is selected financial information related to our business segments.

U.S. ~~Segments:~~

SEGMENTS

Marmaxx

   Thirteen Weeks Ended Thirty-Nine Weeks Ended
Dollars in millions
   October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Net sales
   $ 5,298.5 $ 5,252.8 $ 15,550.3 $ 15,217.2
Segment profit
   $ 666.1 $ 703.1 $ 2,100.1 $ 2,154.2
Segment profit as a percentage of net sales
   12.6 % 13.4 % 13.5 % 14.2 %
(Decrease) increase in same store sales
   (1 )% 5 % 0 % 5 %
Stores in operation at end of period

T.J. Maxx
   1,219 1,179
Marshalls
   1,057 1,027
Sierra Trading Post
   26 11


Total
   2,302 2,217


Selling square footage at end of period (in thousands)

T.J. Maxx
   27,034 26,501
Marshalls
   24,827 24,614
Sierra Trading Post
   451 209


Total
   52,312 51,324


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
U.S. dollars in millions	October 28, 2023			October 29, 2022				October 28, 2023			October 29, 2022
Net sales	$	8,107		$	7,455			$	23,376		$	21,562
Segment profit	$	1,134		$	1,003			$	3,246		$	2,840
Segment profit margin	14.0		%	13.5		%		13.9		%	13.2		%
Comp store sales	7		%	3		%		7		%	1		%
Stores in operation at end of period:
T.J. Maxx								1,317			1,295
Marshalls								1,196			1,171
Sierra								90			72
Total								2,603			2,538
Selling square footage at end of period (in millions):
T.J. Maxx								29			28
Marshalls								27			27
Sierra								1			1
Total								57			56

Net Sales

Net sales for Marmaxx ~~increased 1%~~were $8.1 billion for the third quarter of fiscal 2024, an increase of 9% compared to $7.5 billion for the third quarter of fiscal 2023. This increase in the third quarter reflects a 7% increase from comp store sales and a 2% increase from non-comp store sales.

Net sales for Marmaxx were $23.4 billion for the first nine months of fiscal ~~2018 as~~2024, an increase of 8% compared to $21.6 billion for the ~~same periods last year. The quarterly~~first nine months of fiscal 2023. This increase in the first nine months reflects a 2%7% increase from ~~new~~comp store sales ~~partially offset by~~and a 1% ~~decrease~~increase from ~~same~~non-comp store sales. The nine-month increase in net sales included 2% from new store sales, while same store sales were flat. Same store sales for Marmaxx were negatively impacted by the hurricanes and, we believe, unseasonably warm weather, which particularly impacted apparel. To a lesser degree, we believe execution issues in certain categories had an additional negative impact on apparel sales. Despite

For both the third quarter ~~decline~~and first nine months of fiscal 2024, the increase in ~~same~~comp store sales was driven by an increase in customer ~~traffic continued to~~traffic. In addition, Marmaxx had strong apparel and home fashions comp store sales growth. All geographies generally performed in line with the overall comp store sales increase ~~(2% growth), which was more than offset by a decline in the average ticket. Home fashions outperformed apparel in~~for both periods.

Segment Profit Margin

Segment profit margin ~~decreased~~increased to ~~12.6%~~14.0% for the third quarter of fiscal ~~2018~~2024 compared to ~~13.4%~~13.5% for the same period last ~~year, and for the nine months ended October 28, 2017~~year. The increase in segment profit margin ~~decreased~~for the third quarter of fiscal 2024 was primarily driven by higher merchandise margin, due to ~~13.5%~~lower freight costs, and expense leverage on higher comp store sales, partially offset by incremental store wage and payroll costs and higher incentive compensation costs.

Segment profit margin increased to 13.9% for the first nine months of fiscal 2024 compared to ~~14.2% in~~13.2% for the same period last year. ~~Marmaxx’s decrease~~The increase in segment profit margin for ~~both the quarter and nine-month period~~first nine months of fiscal 2024 was primarily due to expense deleverage on the lower same store sales as well as wage increases, additional supply chain costs as a result of processing more units and costs related to the hurricanes. These factors more than offset an increase indriven by improved merchandise margin, ~~for both periods.~~ partially offset by incremental store wage and payroll costs and higher incentive compensation costs. Merchandise margin was driven by lower freight costs and higher markon, partially offset by higher shrink accrual rates in the current year.

Our ~~U.S.~~Marmaxx e-commerce ~~businesses, which represent approximately 2%~~ sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of Marmaxx’s net sales ~~did not have a significant impact on year-over-year segment margin comparisons for the third quarter.~~

~~HomeGoods~~

   Thirteen Weeks Ended Thirty-Nine Weeks Ended
Dollars in millions
   October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Net sales
   $ 1,228.8 $ 1,078.4 $ 3,506.4 $ 3,075.5
Segment profit
   $ 163.8 $ 149.7 $ 457.3 $ 416.0
Segment profit as a percentage of net sales
   13.3 % 13.9 % 13.0 % 13.5 %
Increase in same store sales
   3 % 6 % 4 % 7 %
Stores in operation at end of period

HomeGoods
   660 568
Homesense
   3 —


Total
   663 568


Selling square footage at end of period (in thousands)

HomeGoods
   12,332 10,931
Homesense
   62 —


Total
   12,394 10,931

~~Net sales for HomeGoods increased 14%~~ for both the third quarter and the first nine months of fiscal ~~2018 as~~2024 and fiscal 2023, and did not have a significant impact on year-over-year segment margin comparisons.

HomeGoods


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
U.S. dollars in millions	October 28, 2023			October 29, 2022				October 28, 2023			October 29, 2022
Net sales	$	2,208		$	1,948			$	6,185		$	5,840
Segment profit	$	228		$	172			$	547		$	344
Segment profit margin	10.3		%	8.9		%		8.8		%	5.9		%
Comp store sales	9		%	(16)		%		2		%	(12)		%
Stores in operation at end of period:
HomeGoods								914			880
Homesense								54			43
Total								968			923
Selling square footage at end of period (in millions):
HomeGoods								17			16
Homesense								1			1
Total								18			17

Net Sales

Net sales for HomeGoods were $2.2 billion for the third quarter of fiscal 2024, an increase of 13%, compared to $1.9 billion for the ~~same periods last year. The quarterly~~third quarter of fiscal 2023. This increase in the third quarter reflects ~~an 11%~~a 9% increase from ~~new~~comp store sales and a 3%4% increase ~~in same~~from non-comp store sales. The ~~nine-month~~ increase in ~~net sales included an increase of 10% from new store sales and same store sales of 4%. The increase in same~~comp store sales for ~~both periods~~the third quarter was ~~largely~~ driven by an increase in customer traffic.

Net sales for HomeGoods were $6.2 billion for the first nine months of fiscal 2024, an increase of 6%, compared to $5.8 billion for the first nine months of fiscal 2023. This increase in the first nine months reflects a 4% increase from non-comp store sales and a 2% increase from comp store sales. The increase in comp store sales for the first nine months was driven by an increase in customer traffic, partially offset by a decrease in average basket.

For both the third quarter and first nine months of fiscal 2024, all geographies performed in line with the overall comp store sales increase.

Segment Profit Margin

Segment profit margin ~~decreased~~increased to ~~13.3%~~10.3% for the third quarter of fiscal ~~2018~~2024 compared to ~~13.9% for the same period last year. Segment profit margin decreased to 13.0% for the nine months ended October 28, 2017 compared to 13.5%~~8.9% for the same period last year. The ~~decline~~increase in segment profit margin for the third quarter ~~and nine-month period~~of fiscal 2024 was primarily driven by higher merchandise margin, due to anlower freight costs, and expense leverage on higher comp store sales. This was partially offset by costs related to the closing of our HomeGoods e-commerce business, incremental store payroll costs and higher incentive compensations costs.

Segment profit margin increased to 8.8% for the first nine months of fiscal 2024 compared to 5.9% for the same period last year. The increase in ~~supply chain~~segment profit margin for the first nine months of fiscal 2024 was primarily driven by higher merchandise margin, due to lower freight costs, partially offset by costs related to the closing of our HomeGoods e-commerce business, incremental store wage and payroll costs and ~~freight~~higher incentive compensation costs. ~~Segment margin~~

In the third quarter of fiscal 2024, we closed our HomeGoods e-commerce business on homegoods.com, which represented less than 1% of HomeGoods net sales for both the third quarter and the first nine months of fiscal ~~2018 was also unfavorably impacted by higher store payroll costs due to wage increases, as well as higher preopening costs due to an increase in new store openings, includingstart-up~~ ~~costs associated with our new Homesense chain in the U.S. For the nine-month period, these costs were partially offset by expense leverage on the 4% same~~2024 and fiscal 2023.

FOREIGN SEGMENTS

TJX Canada


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
U.S. dollars in millions	October 28, 2023			October 29, 2022				October 28, 2023			October 29, 2022
Net sales	$	1,317		$	1,285			$	3,578		$	3,615
Segment profit	$	223		$	204			$	532		$	528
Segment profit margin	16.9		%	15.8		%		14.9		%	14.6		%
Comp store sales(a)	3		%	N/A				2		%	N/A
Stores in operation at end of period:
Winners								302			296
HomeSense								157			150
Marshalls								106			106
Total								565			552
Selling square footage at end of period (in millions):
Winners								7			6
HomeSense								3			3
Marshalls								2			2
Total								12			11

(a)Comp store sales ~~increase.~~

~~Three U.S. Homesense stores opened during the quarter, with one more scheduled to open before the end of~~reported for fiscal ~~2018.~~

~~Foreign Segments:~~

~~TJX Canada~~

   Thirteen Weeks Ended Thirty-Nine Weeks Ended
U.S. Dollars in millions
   October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Net sales
   $ 983.2 $ 855.5 $ 2,554.0 $ 2,297.8
Segment profit
   $ 206.5 $ 142.5 $ 392.6 $ 321.9
Segment profit as a percentage of net sales
   21.0 % 16.7 % 15.4 % 14.0 %
Increase in same store sales
   4 % 8 % 4 % 10 %
Stores in operation at end of period

Winners
   265 255
HomeSense
   117 106
Marshalls
   72 57


Total
   454 418


Selling square footage at end of period (in thousands)

Winners
   5,795 5,629
HomeSense
   2,179 1,984
Marshalls
   1,599 1,307


Total
   9,573 8,920

2024 and was not applicable for fiscal 2023.

Net Sales

Net sales for TJX Canada increased 15% for the third quarter and 11% for the nine months ended October 28, 2017 as compared to the same periods last year. The quarterly increase reflects a 6% increase in new store sales and a 4% increase from same store sales, as well as currency translation, which positively impacted sales growth by 5%. The nine-month increase in net sales included new store sales growth of 6% and 4% from same store sales, as well as a positive 1% impact due to currency translation. The increase in same store sales for both periods was mainly driven by an increase in customer traffic. Net sales for both periods also reflected an increase in units sold that was mostly offset by a decrease in the average ticket.

~~Segment profit margin increased to 21.0%~~were $1.3 billion for the third quarter of fiscal ~~2018~~2024, an increase of 2%, compared to ~~16.7%~~net sales for the same period last year. Segment profit margin increased to 15.4% for the nine months ended October 28, 2017 compared to 14.0% for the nine months ended October 29, 2016. The increase in the segment margin for the quarter and nine-month period included a favorable impact of 1.9 percentage points and 0.3 percentage points, respectively, due to foreign currency, primarily the~~mark-to-market~~ ~~impact of the inventory derivatives. The fiscal~~ third quarter ~~segment margin was favorably impacted by transactional foreign exchange, improved merchandise margin and reduced supply chain cost. The transactional foreign exchange benefit~~of fiscal 2023. This increase in the third quarter ~~was due to the revaluing of U.S. dollar denominated monetary assets and liabilities resulting in gains this year as compared to losses in last year’s third quarter. The~~reflects a 3% increase in ~~segment margin for the nine-month period was primarily driven by an improved merchandise margin of 0.9 percentage points, which benefitted from the year-over-year increase in the Canadian dollar.~~

~~TJX International~~

   Thirteen Weeks Ended Thirty-Nine Weeks Ended
U.S. Dollars in millions
   October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Net sales
   $ 1,251.7 $ 1,105.0 $ 3,293.2 $ 3,125.6
Segment profit
   $ 87.1 $ 87.8 $ 132.9 $ 145.0
Segment profit as a percentage of net sales
   7.0 % 7.9 % 4.0 % 4.6 %
Increase in same store sales
   1 % 0 % 1 % 2 %
Stores in operation at end of period

T.K. Maxx
   540 503
Homesense
   55 44
T.K. Maxx Australia
   38 35


Total
   633 582


Selling square footage at end of period (in thousands)

T.K. Maxx
   11,379 10,804
Homesense
   883 713
T.K. Maxx Australia
   714 667


Total
   12,976 12,184

Net sales for TJX International increased 13% for the third quarter and 5% for the nine months ended October 28, 2017 as compared to the same periods last year. The quarterly increase reflects an 8% increase from newcomp store sales, a 1% increase in ~~same~~non-comp store sales, ~~as well as~~partially offset by a negative foreign currency ~~translation that positively impacted~~exchange rate impact of 2%.

Net sales ~~growth~~for TJX Canada were $3.6 billion for the first nine months of fiscal 2024, a decrease of 1%, compared to net sales for the first nine months of fiscal 2023. This decrease in the first nine months reflects a negative foreign currency exchange rate impact of 4%, partially offset by ~~4%. The nine-month~~a 2% increase in ~~net sales included an 8% increase from new~~comp store sales and a 1% increase in ~~same~~non-comp store ~~sales, which was offset by a negative 4% impact due to currency translation.~~ sales.

The increase in ~~same~~comp store sales for both ~~periods~~the third quarter and first nine months of fiscal 2024 was driven by an increase in customer traffic, ~~which was~~ partially offset by a ~~decline~~decrease in ~~the value of the~~ average ~~transaction.~~

basket.

Segment Profit Margin

Segment profit margin ~~decreased~~increased to ~~7.0%~~16.9% for the third quarter of fiscal ~~2018~~2024 compared to ~~7.9%~~15.8% for the same period last year. The increase for the third quarter of fiscal 2024 was primarily driven by favorable supply chain costs and higher merchandise margin, partially offset by incremental store wage and payroll costs and higher incentive compensation costs. Merchandise margin reflects lower freight costs, partially offset by lower markon and higher shrink accrual rates in the current year.

Segment profit margin increased to 14.9% for the first nine months of fiscal 2024 compared to 14.6% for the same period last year. The increase for the first nine months of fiscal 2024 was primarily driven by favorable supply chain costs and higher merchandise margin, partially offset by higher administrative costs and higher incentive compensation costs. Merchandise margin reflects lower freight costs, partially offset by higher shrink accrual rates in the current year and lower markon.

TJX International


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
U.S. dollars in millions	October 28, 2023			October 29, 2022				October 28, 2023			October 29, 2022
Net sales	$	1,633		$	1,479			$	4,667		$	4,399
Segment profit	$	88		$	98			$	158		$	216
Segment profit margin	5.4		%	6.7		%		3.4		%	4.9		%
Comp store sales(a)	1		%	N/A				3		%	N/A
Stores in operation at end of period:
T.K. Maxx								641			629
Homesense								79			78
T.K. Maxx Australia								78			73
Total								798			780
Selling square footage at end of period (in millions):
T.K. Maxx								13			13
Homesense								1			1
T.K. Maxx Australia								1			1
Total								15			15

(a)Comp store sales reported for fiscal 2024 and was not applicable for fiscal 2023.

Net Sales

Net sales for TJX International were $1.6 billion for the third quarter of fiscal 2024, an increase of 10%, compared to $1.5 billion for the third quarter of fiscal 2023. This increase in the third quarter reflects a positive foreign currency exchange rate impact of 7%, a 2% increase in non-comp store sales and a 1% increase in comp store sales. The increase in comp store sales for the third quarter was driven by an increase in customer traffic, partially offset by a decrease in average basket.

Net sales for TJX International were $4.7 billion for the first nine months of fiscal 2024, an increase of 6%, compared to $4.4 billion for the first nine months of fiscal 2023. This increase in the first nine months of fiscal 2024 reflects a 3% increase in comp store sales, a positive foreign currency exchange rate impact of 2% and a 1% increase in non-comp store sales. The increase in comp store sales for the first nine months reflects an increase in both customer traffic and average basket.

E-commerce sales represented less than 4% of TJX International’s net sales for both the third quarter and the first nine months of fiscal 2024 and fiscal 2023. In addition to tkmaxx.com, during the second quarter of fiscal 2024, TJX International made online shopping available in Germany at tkmaxx.de and in Austria at tkmaxx.at.

Segment Profit Margin

Segment profit margin decreased to ~~4.0%~~5.4% for the ~~nine months ended October 28, 2017~~third quarter of fiscal 2024 compared to ~~4.6%~~6.7% for the ~~nine months ended October 29, 2016. Segment margin~~same period last year. The decrease for the third quarter ~~and nine-month period~~of fiscal 2024 was ~~favorably impacted by 1.3 percentage points and 0.5 percentage points, respectively,~~ due to ~~foreign currency, primarily themark-to-market~~ ~~impact of the inventory derivatives. This improvement in segment margin, however, was more than~~higher incentive compensation costs, higher administrative and supply chain costs, and incremental store wage, partially offset by higher ~~supply chain~~merchandise margin which was due to lower freight costs.

Segment profit margin decreased to 3.4% for the first nine months of fiscal 2024 compared to 4.9% for the same period last year. The decrease for the first nine months of fiscal 2024 was due to a reserve related to a German government COVID program receivable, higher administrative costs, ~~associated with the opening of a new distribution center, a decline in~~higher incentive compensation costs and incremental store wage, partially offset by higher merchandise margin and ~~expense deleverage on~~ the ~~same store sales for the fiscal 2018 third quarter.~~

~~General corporate expense~~

   Thirteen Weeks Ended    Thirty-Nine Weeks Ended
Dollars in millions
   October 28,
2017    October 29,
2016    October 28,
2017    October 29,
2016
General corporate expense
   $ 95.5    $ 97.9    $ 311.2    $ 291.0

favorable impact of transactional foreign exchange. Merchandise margin reflects higher markon and lower freight costs.

GENERAL CORPORATE EXPENSE


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions	October 28, 2023		October 29, 2022			October 28, 2023		October 29, 2022
General corporate expense	$	125	$	119		$	475	$	384

General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our business segments. ~~Virtually all general~~General corporate expenses are primarily included in ~~selling, general and administrative~~SG&A expenses. Themark-to-market adjustment of our fuel and inventory hedges is included in cost of sales, including buying and occupancy costs.

~~General corporate expense for the quarter decreased slightly from the same period last year, driven by a reduction in incentive compensation costs.~~

The increase in general corporate expense for the ~~nine-month period~~third quarter of fiscal 2024 was primarily driven by ~~incremental systems~~higher incentive and ~~technology~~share-based compensation costs ~~as well as lower unrealized gains on our fuel hedges in fiscal 2018 as compared to the same period last year. These increases were~~and other administrative costs, partially offset by ~~reduced~~favorable mark-to-market adjustments on fuel hedges.

The increase in general corporate expense for the first nine months of fiscal 2024 was primarily driven by higher incentive and share-based compensation costs ~~in fiscal 2018.~~

~~Analysis of Financial Condition~~

and a contribution to TJX’s U.S. charitable foundation.

ANALYSIS OF FINANCIAL CONDITION

Liquidity and Capital Resources

Net cash provided by operating activities was $1.9 billion for the nine months ended October 28, 2017, a decrease of $0.2 billion from the $2.1 billion provided in the nine months ended October 29, 2016. Net income adjusted for~~non-cash~~ items and the early extinguishment of debt for the fiscal 2018 nine-month period, as compared to the first nine months of fiscal 2017, increased cash flows by $60 million. The change in merchandise inventory, net of the related change in accounts payable, resulted in a use of cash of $309 million in the first nine months of fiscal 2018 compared to a use of cash of $234 million in the first nine months of fiscal 2017, which unfavorably impacted year over year cash flows by $75 million. This unfavorable impact on cash flows for the first nine months of fiscal 2018 is attributable in part to additional cash outflows to bring in fresh merchandise for the upcoming holiday season as reflected in the increased inventory~~in-transit.~~ The change in accrued expenses and other current liabilities, including income taxes payable, had an unfavorable impact on year over year operating cash flows of $218 million, which was driven by increased payments for incentive compensation, and the timing of payments related to sales taxes and income taxes during the first nine months of fiscal 2018 as compared to the prior year. In addition, the year over year comparison of operating cash flows is favorably impacted by $60 million due to the change in accounting for excess tax benefits related to stock compensation. This year these benefits are included in net income, increasing operating cash flows, whereas last year these benefits were classified as a financing activity.

Investing activities in the first nine months of fiscal 2018 reflect property additions for new stores, store improvements and renovations and investment in our home offices and our distribution network (including buying and merchandising systems and information systems). Cash outflows for property additions amounted to $828 million in the quarter ended October 28, 2017 compared to $767 million in the comparable period last year. We anticipate that capital spending for fiscal 2018 will be approximately $1.1 billion. We also purchased $630 million of investments in the first nine months of fiscal 2018 versus $534 million in the comparable prior year period and $658 million of investments were sold or matured in the first nine months of fiscal 2018 versus $432 million in the prior year. This activity primarily related to short-term investments, which had initial maturities in excess of 90 days and, per our policy, are not classified as cash on the consolidated balance sheets presented.

Cash flows from financing activities resulted in a net cash outflow of $1.7 billion in the third quarter of fiscal 2018 compared to a net cash outflow of $.9 billion in the same period last year. During the fiscal 2017 third quarter we received net proceeds of $992.5 million from the issuance of $1 billion of 2.25%~~ten-year~~ notes. A portion of the proceeds were used to redeem our $375 million 6.95% notes prior to their scheduled maturity. The redemption of the notes, including the prepayment penalty, resulted in cash outflows of $426 million. Financing activities include the cash flows relating to our repurchases of our common stock, the exercise of options under our stock incentive plan and the payment of dividends to holders of our common stock. We spent $1.2 billion to repurchase 16.9 million shares of our stock in the first nine months of fiscal 2018 compared to $1.2 billion to repurchase 15.4 million shares in the same period last year. See Note D of Notes to Consolidated Financial Statements for more information. In February 2017, we announced an additional repurchase program authorizing the repurchase of up to an additional $1.0 billion of TJX stock from time to time. We currently plan to repurchase approximately $1.5 billion to $1.8 billion of stock under our stock repurchase programs in fiscal 2018. We determine the timing and amount of repurchases based on our assessment of various factors including excess cash flow,

Our liquidity ~~economic and market conditions, our assessment of prospects for our business, legal~~ requirements and other factors. The timing and amount of these purchases may change. Financing activities also included $72 million of proceeds, net of shares repurchased for withholding taxes, related to the exercise of stock options in the third quarter of fiscal 2018 versus $86 million in proceeds, net of shares repurchased for withholding taxes in the same period last year. Dividends paid on common stock in the first nine months of fiscal 2018 were $567 million versus $482 million in the same period last year.

Wehave traditionally ~~have~~been funded ~~our working capital requirements, including for seasonal merchandise, primarily~~ through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper. As of October 28, 2017, approximately 60% of our cash was held by our foreign subsidiaries with $249 million held in countries where we have the intention to reinvest any undistributed earnings indefinitely. We have provided for deferred U.S. taxes on all undistributed earnings of our subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong, and Australia. If we repatriate cash from these subsidiaries, we should not incur additional

~~tax expense, but our cash would be reduced by the amount of taxes paid. For all other foreign subsidiaries,~~2023, there were no income taxes have been provided on the 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 foreign subsidiaries.short-term bank borrowings or commercial paper outstanding. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended October 28, 2023, as described in Note II—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are ~~more than~~ adequate to meet our operating needs ~~over~~for the ~~next~~foreseeable future.

As of October 28, 2023, we held $4.3 billion in cash. Approximately $1.3 billion of our cash was held by our foreign subsidiaries with $623 million held in countries where we intend to indefinitely reinvest any undistributed earnings. We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through October 28, 2023. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.

We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. In fiscal ~~year.~~

~~Recently Issued Accounting Pronouncements~~

2024 we have used, and in the future we may continue to use, operating cash flow and cash on hand to repay portions of our indebtedness, depending on prevailing market conditions, liquidity requirements, existing economic conditions, contractual restrictions and other factors. As such, we may, from time to time, seek to retire, redeem, prepay or purchase our outstanding debt through redemptions, cash purchases, prepayments, refinancings and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. If we use our operating cash flow and/or cash on hand to repay our debt, it will reduce the amount of cash available for additional capital expenditures.

Operating Activities

Operating activities resulted in net cash inflows of $3.3 billion for the nine months ended October 28, 2023 and net cash inflows of $1.1 billion for the nine months ended October 29, 2022.

Operating cash flows increased compared to fiscal 2023 primarily due to the $1 billion change in merchandise inventories net of accounts payable, primarily due to the prior year early receipt and payment of merchandise, $485 million increase in net income, adjusted for non-cash items and a $398 million increase in accrued expenses, the largest component of which was higher incentive compensation costs.

Investing Activities

Investing activities resulted in net cash outflows of $1.3 billion for the nine months ended October 28, 2023 and $1.1 billion for the nine months ended October 29, 2022. The cash outflows for both periods were driven by capital expenditures.

Investing activities in the first nine months of fiscal 2024 primarily reflected property additions for store improvements and renovations, investments in our new stores, as well as investments in our distribution centers and offices, including information technology. We anticipate that capital spending for the full fiscal year 2024 will be approximately $1.7 billion to $1.9 billion. We plan to fund these expenditures with our existing cash balances and through internally generated funds.

Financing Activities

Financing activities resulted in net cash outflows of $3.1 billion for the first nine months of fiscal 2024 and net cash outflows of $2.7 billion for the first nine months of fiscal 2023. The cash outflows for both periods were primarily driven by equity repurchases and dividend payments. Additionally, the first nine months of fiscal 2024 included a $500 million debt repayment upon maturity.

Debt

The cash outflows in the first nine months of fiscal 2024 were due to the repayment of our $500 million 2.500% ten-year Notes due May 2023 during the second quarter of fiscal 2024, upon maturity. For further information regarding long-term debt, see Note I—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements.

Equity

Under our stock repurchase programs, we paid $1.7 billion to repurchase and retire 20.3 million shares of our stock on a settlement basis in the first nine months of fiscal 2024. As of October 28, 2023, approximately $1.8 billion remained available under our existing stock repurchase programs. We paid $1.8 billion to repurchase and retire 29.1 million shares of our stock on a settlement basis in the first nine months of fiscal 2023. We currently plan to repurchase approximately $2.25 billion to $2.5 billion of stock under our stock repurchase programs in fiscal 2024. For further information regarding equity repurchases, see Note D – Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.

The Inflation Reduction Act of 2022, which became law in August 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022. Beginning on January 1, 2023, these purchases are subject to the excise tax. The excise tax on the net stock repurchase portion of the IRA did not have a material impact on our results of operations or financial position for the first nine months ended October 28, 2023. See Note J—Income Taxes of Notes to Consolidated Financial Statements for additional information.

Dividends

We declared quarterly dividends on our common stock of $0.3325 per share for each of the quarters in fiscal 2024 and $0.295 per share for each of the quarters in fiscal 2023. Cash payments for dividends on our common stock totaled $1.1 billion for the first nine months of fiscal 2024 and $1 billion for the first nine months of fiscal 2023.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There have been no material changes to the critical accounting estimates as discussed in TJX's Annual Report on Form 10-K for the fiscal year ended January 28, 2023. For a discussion of accounting ~~pronouncements,~~standards, see Note AA—Basis of Presentation and Summary of Significant Accounting Policies ~~in our 2016 Form10-K~~ ~~Annual Report and Note A~~ of Notes to Consolidated Financial Statements included in TJX’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 and Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in this Quarterly Report on Form10-Q.

~~Forward-looking Statements~~

FORWARD-LOOKING STATEMENTS

Various statements made in this Quarterly Report on Form10-Q are forward-looking, and ~~involve~~are inherently subject to a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking ~~statements. The following~~statements, including, among others, statements regarding the Company's anticipated operating and financial performance, business plans and prospects, anticipated dividends and share repurchases, and plans with respect to long-term indebtedness. These statements are ~~some of~~typically accompanied by the ~~factors~~words “aim,” “anticipate,” “aspire,” “believe,” “continue,” “could,” “should,” “estimate,” “expect,” “forecast,” “goal,” “hope,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “strive,” “target,” “will,” “would,” or similar words, although not all forward-looking statements contain these identifying words. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from ~~the~~those expressed or implied by such forward-looking ~~statements:~~statements. Applicable risks and uncertainties include, among others, execution of buying strategy and inventory management; customer trends and preferences; competition; various marketing efforts; operational and business ~~expansion and~~expansion; management of large size and scale; ~~consumer trends~~COVID-19 or other public health and ~~preferences; various marketing efforts; competition; quality~~public safety issues that affect our operations and ~~availability~~consumers; merchandise sourcing and transport; data security and maintenance and development of ~~personnel, training and retention;~~information technology systems; labor costs and workforce challenges; ~~data security; information systems~~personnel recruitment, training and ~~new technology;~~retention; corporate and retail banner reputation; evolving corporate governance and public disclosure regulations and expectations with respect to environmental, social and governance matters; expanding international operations; fluctuations in quarterly operating results and market expectations; inventory or asset loss; cash flow; mergers, acquisitions, or business investments and divestitures, closings or business consolidations; real estate activities; economic conditions and consumer spending; ~~adverse~~market instability; severe weather, serious disruptions or ~~unseasonable weather;~~catastrophic events; disproportionate impact of disruptions in the second half of the fiscal year; ~~serious disruptions or catastrophic events; corporate~~commodity availability and ~~retail banner reputation; quality, safety and other issues with merchandise;~~pricing; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; expanding international operations; sourcing and moving merchandise internationally; commodity availability and pricing or increases in utility, transportation or logistics costs; fluctuations in currency exchange rates; fluctuations in quarterly operating results and market expectations; mergers, acquisitions, or business investments, divestitures, closings or business consolidations; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; ~~real estate activities; cash flow~~ and other factors that may be described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form10-K filed with the ~~Securities~~SEC. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and ~~Exchange Commission.~~other risks and uncertainties. We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-Q. The forward-looking statements in this report speak only as of the date of this Form 10-Q, and we do not undertake any obligation to publicly update or revise our forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

Item 3. Quantitative and Qualitative Disclosures about Market ~~Risk.~~

Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 28, ~~2017.~~

2023.

Item 4. Controls and ~~Procedures.~~

Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 28, ~~2017~~2023 pursuant to Rules13a-15(b) and15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures.

There were no changes in our internal control over financial reporting (as defined in ~~Rules~~Rule 13a-15(f) and15d-15(f) under the Act) during the fiscal quarter ended October 28, ~~2017~~2023 identified in connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal ~~Proceedings.~~

~~Not applicable~~

Proceedings

See Note K—Contingent Obligations, Contingencies, and Commitments of Notes to Consolidated Financial Statements for information on legal proceedings.

Item 1A. Risk ~~Factors.~~

Factors

There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form10-K for the year ended January 28, ~~2017,~~2023, as filed with the Securities Exchange Commission on March ~~28, 2017.~~

29, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~

~~Information on Share Repurchases~~

Proceeds

INFORMATION ON SHARE REPURCHASES

The number of shares of common stock repurchased by TJX during the third quarter of fiscal ~~2018~~2024 and the average price paid per share are as follows:

   Total
Number of Shares
Repurchased⁽¹⁾    Average Price Paid
Per Share⁽²⁾    Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs⁽¹⁾    Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plans or Programs⁽³⁾
July 30, 2017 through August 26, 2017
   1,271,053    $ 70.82    1,271,053    $ 1,800,767,834
August 27, 2017 through September 30, 2017
   1,990,306    $ 72.85    1,990,306    $ 1,655,779,813
October 1, 2017 through October 28, 2017
   1,598,429    $ 71.95    1,598,429    $ 1,540,779,792





Total:
   4,859,788       4,859,788

~~(1)~~

~~Consists of shares repurchased under publicly announced stock repurchase programs.~~

~~(2)~~

~~Includes commissions for the shares repurchased under stock repurchase programs.~~

~~(3)~~

~~In February 2016, TJX announced a $2.0 billion stock repurchase program, under which $541 million remained available as of October 28, 2017. Additionally, in February 2017, TJX announced its 18~~^th ~~stock repurchase program authorizing an additional $1.0 billion in repurchases from time to time.~~

Total
Number of Shares
Repurchased(a)
Average Price Paid
Per Share(b)
Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs(c)
Approximate Dollar
Value of Shares that
May Yet be
Purchased Under
the Plans or
Programs(c)
July 30, 2023 through August 26, 2023 1,310,947 $ 87.72 1,310,947 $ 2,378,795,721
August 27, 2023 through September 30, 2023 3,188,393 $ 90.95 3,188,393 $ 2,088,796,897
October 1, 2023 through October 28, 2023 2,755,465 $ 88.91 2,755,465 $ 1,843,797,961
Total 7,254,805 7,254,805

(a)Consists of shares repurchased under publicly announced stock repurchase programs.

(b)Includes commissions for the shares repurchased under stock repurchase programs.

(c)In February 2023, we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional $2 billion of our common stock from time to time. Under this program, we had approximately $1.8 billion available for repurchase as of October 28, 2023.

Item 5. Other Information

During the fiscal quarter ended October 28, 2023, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.

Item 6. ~~Exhibits.~~

Exhibits

~~31.1~~

Incorporate by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing
Date

10.1

The F orm of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of January 1, 202 4 *

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

101

The following materials from The TJX Companies, Inc.’s Quarterly Report on Form10-Q for the quarter ended October 28, ~~2017,~~2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated ~~Statement~~Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

104

The cover page from The TJX Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 28, 2023, formatted in Inline XBRL (included in Exhibit 101)

* Management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~THE TJX COMPANIES, INC.~~

~~(Registrant)~~

~~Date: November 28, 2017~~

~~/s/ Scott Goldenberg~~

~~Scott Goldenberg,~~

THE TJX COMPANIES, INC.

(Registrant)

Date: November 29, 2023

/s/ John Klinger

John Klinger, Chief Financial Officer

(Principal Financial and Accounting Officer)

~~Exhibit Index~~


~~31.1~~		~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101~~		~~The following materials from The TJX Companies, Inc.’s Quarterly Report on Form10-Q~~ for the quarter ended October 28, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statement of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.


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)

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


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			21
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			32
ITEM 4. Controls and Procedures			32

PART II
ITEM 1. Legal Proceedings			33
ITEM 1A. Risk Factors			33
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
ITEM 5. Other Information			33
ITEM 6. Exhibits			34

SIGNATURE			34


	Thirteen Weeks Ended
	October 28, 2017		October 29, 2016
Net sales	$	8,762,220	$	8,291,688

Cost of sales, including buying and occupancy costs		6,150,020		5,843,873
Selling, general and administrative expenses		1,584,219		1,462,574
Loss on early extinguishment of debt		—		51,773
Pension settlement charge		—		31,173
Interest expense, net		7,981		12,462

Income before provision for income taxes		1,020,000		889,833
Provision for income taxes		378,564		340,047

Net income	$	641,436	$	549,786

Basic earnings per share:
Net income	$	1.01	$	0.84
Weighted average common shares – basic		634,022		653,559
Diluted earnings per share:
Net income	$	1.00	$	0.83
Weighted average common shares – diluted		642,881		661,721
Cash dividends declared per share	$	0.3125	$	0.2600


	October 28, 2017			January 28, 2017			October 29, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	2,364,244		$	2,929,849		$	2,375,532
Short-term investments		511,618			543,242			450,804
Accounts receivable, net		345,866			258,831			306,426
Merchandise inventories		4,725,850			3,644,959			4,384,171
Prepaid expenses and other current assets		422,719			358,058			409,986
Federal, state, and foreign income taxes recoverable		19,737			15,835			15,415

Total current assets		8,390,034			7,750,774			7,942,334

Net property at cost		4,858,284			4,532,894			4,318,829
Non-current deferred income taxes, net		6,655			6,193			3,624
Goodwill		196,365			195,871			196,011
Other assets		426,357			398,076			406,038

TOTAL ASSETS	$	13,877,695		$	12,883,808		$	12,866,836

LIABILITIES
Current liabilities:
Accounts payable	$	2,986,374		$	2,230,904		$	2,686,845
Accrued expenses and other current liabilities		2,361,422			2,320,464			2,155,587
Federal, state and foreign income taxes payable		120,185			206,288			52,082

Total current liabilities		5,467,981			4,757,656			4,894,514

Other long-term liabilities		1,159,975			1,073,954			1,098,491
Non-current deferred income taxes, net		374,276			314,000			317,107
Long-term debt		2,229,855			2,227,599			2,226,913
Commitments and contingencies (See Note K)
SHAREHOLDERS’ EQUITY
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued		—			—			—
Common stock, authorized 1,200,000,000 shares, par value $1, issued and outstanding 632,302,505; 646,319,046 and 651,900,739 respectively		632,303			646,319			651,901
Additionalpaid-in capital		—			—			—
Accumulated other comprehensive (loss)		(602,919	)		(694,226	)		(801,557	)
Retained earnings		4,616,224			4,558,506			4,479,467

Total shareholders’ equity		4,645,608			4,510,599			4,329,811

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	13,877,695		$	12,883,808		$	12,866,836


	Thirty-Nine Weeks Ended
	October 28, 2017			October 29, 2016
Cash flows from operating activities:
Net income	$	1,730,672		$	1,620,306
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		532,424			492,395
Loss on property disposals and impairment charges		2,209			1,648
Deferred income tax provision		35,802			52,629
Share-based compensation		77,152			77,380
Excess tax benefits from share-based compensation		—			(60,332	)
Loss on early extinguishment of debt		—			51,773
Pension settlement charge		—			31,173
Changes in assets and liabilities:
(Increase) in accounts receivable		(84,403	)		(72,487	)
(Increase) in merchandise inventories		(1,042,664	)		(758,601	)
(Increase) in taxes recoverable		(3,902	)		(4,356	)
(Increase) in prepaid expenses and other current assets		(50,357	)		(38,174	)
Increase in accounts payable		733,340			524,981
Increase in accrued expenses and other liabilities		83,082			232,910
(Decrease) in income taxes payable		(86,842	)		(19,000	)
Other		2,910			(19,986	)

Net cash provided by operating activities		1,929,423			2,112,259

Cash flows from investing activities:
Property additions		(827,529	)		(767,197	)
Purchase of investments		(630,079	)		(533,807	)
Sales and maturities of investments		658,225			432,046
Other		—			(2,324	)

Net cash (used in) investing activities		(799,383	)		(871,282	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt					992,540
Cash payments for extinguishment of debt		—			(425,584	)
Cash payments for repurchase of common stock		(1,238,982	)		(1,175,000	)
Cash payments for debt issuance expenses					(9,921	)
Cash payment for rate lock agreement		—			(3,150	)
Proceeds from issuance of common stock		89,198			110,902
Excess tax benefits from share-based compensation		—			60,332
Cash dividends paid		(566,949	)		(481,859	)
Cash payments of employee tax withholdings for performance based stock awards		(16,823	)		(24,965	)
Other		(2,312	)		—

Net cash (used in) financing activities		(1,735,868	)		(956,705	)
				��
Effect of exchange rate changes on cash		40,223			(4,213	)

Net (decrease) increase in cash and cash equivalents		(565,605	)		280,059
Cash and cash equivalents at beginning of year		2,929,849			2,095,473

Cash and cash equivalents at end of period	$	2,364,244		$	2,375,532


										Accumulated
	Common Stock						Additional Paid-In Capital			Other Comprehensive Income (Loss)			Retained Earnings			Total
	Shares			Par Value $1			Additional Paid-In Capital			Other Comprehensive Income (Loss)			Retained Earnings			Total
Balance, January 28, 2017		646,319		$	646,319		$	—		$	(694,226	)	$	4,558,506		$	4,510,599
Net income		—			—			—			—			1,730,672			1,730,672
Other comprehensive income (loss), net of tax		—			—			—			91,307			—			91,307
Cash dividends declared on common stock		—			—			—			—			(597,595	)		(597,595	)
Recognition of share-based compensation		—			—			77,152			—			—			77,152
Issuance of common stock under Stock Incentive Plan, net of shares used to pay tax withholdings		2,726			2,726			69,729			—			—			72,455
Common stock repurchased and retired		(16,742	)		(16,742	)		(146,881	)		—			(1,075,359	)		(1,238,982	)

Balance, October 28, 2017		632,303		$	632,303		$	—		$	(602,919	)	$	4,616,224		$	4,645,608


In thousands	October 28, 2017		January 28, 2017		October 29, 2016
Land and buildings	$	1,294,992	$	1,247,585	$	1,118,739
Leasehold costs and improvements		3,145,922		2,884,054		2,811,515
Furniture, fixtures and equipment		5,172,488		4,871,764		4,725,863

Total property at cost	$	9,613,402	$	9,003,403	$	8,656,117
Less accumulated depreciation and amortization		4,755,118		4,470,509		4,337,288

Net property at cost	$	4,858,284	$	4,532,894	$	4,318,829


In thousands	Foreign Currency Translation			Deferred Benefit Costs			Cash Flow Hedge on Debt			Accumulated Other Comprehensive Income (Loss)
Balance, January 28, 2017	$	(491,803	)	$	(199,481	)	$	(2,942	)	$	(694,226	)
Additions to other comprehensive income:
Foreign currency translation adjustments (net of taxes of $16,212)		79,393			—			—			79,393
Reclassifications from other comprehensive income to net income:
Amortization of prior service cost and deferred gains (net of taxes of $7,500)		—			11,401			—			11,401
Amortization of loss on cash flow hedge (net of taxes of $337)		—			—			513			513

Balance, October 28, 2017	$	(412,410	)	$	(188,080	)	$	(2,429	)	$	(602,919	)


	Thirteen Weeks Ended
In thousands, except per share data	October 28, 2017		October 29, 2016
Basic earnings per share
Net income	$	641,436	$	549,786
Weighted average common shares outstanding for basic EPS		634,022		653,559
Basic earnings per share	$	1.01	$	0.84
Diluted earnings per share
Net income	$	641,436	$	549,786
Shares for basic and diluted earnings per share calculations:
Weighted average common shares outstanding for basic EPS		634,022		653,559
Assumed exercise/vesting of:
Stock options and awards		8,859		8,162

Weighted average common shares outstanding for diluted EPS		642,881		661,721

Diluted earnings per share	$	1.00	$	0.83


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
Amounts in millions, except per share amounts	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Basic earnings per share:
Net income	$	1,191	$	1,063	$	3,071	$	2,460
Weighted average common shares outstanding for basic earnings per share calculation	1,144		1,161		1,148		1,169
Basic earnings per share	$	1.04	$	0.92	$	2.68	$	2.10
Diluted earnings per share:
Net income	$	1,191	$	1,063	$	3,071	$	2,460

Weighted average common shares outstanding for basic earnings per share calculation	1,144		1,161		1,148		1,169
Assumed exercise/vesting of stock options and awards	14		11		13		11
Weighted average common shares outstanding for diluted earnings per share calculation	1,158		1,172		1,161		1,180
Diluted earnings per share	$	1.03	$	0.91	$	2.65	$	2.08
Cash dividends declared per share	$	0.3325	$	0.295	$	0.9975	$	0.8850


In thousands	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, 2017
Fair value hedges:
Intercompany balances, primarily debt and related interest
	zł	67,000	£	13,000		0.1940	(Accrued Exp)	$	—	$	(1,211	)	$	(1,211	)
	€	49,950	£	43,317		0.8672	Prepaid Exp / (Accrued Exp)		277		(1,600	)		(1,323	)
	U.S.$	68,445	£	55,000		0.8036	Prepaid Exp		3,849		—			3,849
Economic hedges for which hedge accounting was not elected:
Diesel contracts		Fixed on 250k – 2.5M gal per month		Float on 250k – 2.5M gal per month		N/A	Prepaid Exp		5,226		—			5,226
Intercompany billings in Europe, primarily merchandise related	€	27,000	£	24,062		0.8912	Prepaid Exp		202		—			202
Merchandise purchase commitments
	C$	511,004	U.S.$	399,650		0.7821	Prepaid Exp / (Accrued Exp)		5,023		(4,770	)		253
	C$	25,305	€	17,000		0.6718	Prepaid Exp / (Accrued Exp)		63		(62	)		1
	£	163,682	U.S.$	214,000		1.3074	Prepaid Exp / (Accrued Exp)		678		(2,298	)		(1,620	)
	A$	27,187	U.S.$	21,351		0.7853	Prepaid Exp		467		—			467
	zł	313,150	£	65,249		0.2084	Prepaid Exp / (Accrued Exp)		580		(350	)		230
	U.S.$	2,928	£	2,245		0.7667	Prepaid Exp		16		—			16
	U.S.$	68,723	€	58,859		0.8565	Prepaid Exp / (Accrued Exp)		729		(989	)		(260	)

Total fair value of derivative financial instruments								$	17,110	$	(11,280	)	$	5,830


		Amount of Gain (Loss) Recognized in Income by Derivative
	Location of Gain (Loss) Recognized in Income by Derivative	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions		October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Fair value hedges:
Intercompany balances, primarily debt	Selling, general and administrative expenses	$	26	$	24	$	29	$	57
Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts	Cost of sales, including buying and occupancy costs	2		(1)		(6)		53
Intercompany billings in TJX International, primarily merchandise	Cost of sales, including buying and occupancy costs	(2)		(6)		2		(6)

Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	49		65		27		113
Gain recognized in income		$	75	$	82	$	52	$	217


	Funded Plan						Unfunded Plan
	Thirteen Weeks Ended						Thirteen Weeks Ended
In thousands	October 28, 2017			October 29, 2016			October 28, 2017		October 29, 2016
Service cost	$	11,655		$	11,360		$	403	$	293
Interest cost		13,866			14,023			820		793
Expected return on plan assets		(17,309	)		(17,633	)		—		—
Recognized actuarial losses		5,428			7,943			641		783

Expense related to current period		13,640			15,693			1,864		1,869
Pension settlement charge		—			31,173			—		—

Total expense	$	13,640		$	46,866		$	1,864	$	1,869


In millions and net of immaterial unamortized debt discounts	October 28, 2023		January 28, 2023		October 29, 2022
General corporate debt:
2.500% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount)	$	—	$	500	$	500
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount)	998		997		997
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount)	499		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		383		383
Total debt	2,876		3,375		3,375
Current maturities of long-term debt, net of debt issuance costs	—		(500)		(500)
Debt issuance costs	(15)		(16)		(17)
Long-term debt	$	2,861	$	2,859	$	2,858


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
Dollars in thousands	October 28, 2017			October 29, 2016			October 28, 2017			October 29, 2016
Interest expense	$	17,349		$	18,906		$	51,881		$	52,851
Capitalized interest		(1,066	)		(1,948	)		(3,528	)		(6,351	)
Interest (income)		(8,302	)		(4,496	)		(20,854	)		(12,582	)

Interest expense, net	$	7,981		$	12,462		$	27,499		$	33,918


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
Dollars in millions	October 28, 2017			October 29, 2016			October 28, 2017			October 29, 2016
Net sales	$	5,298.5		$	5,252.8		$	15,550.3		$	15,217.2
Segment profit	$	666.1		$	703.1		$	2,100.1		$	2,154.2
Segment profit as a percentage of net sales		12.6	%		13.4	%		13.5	%		14.2	%
(Decrease) increase in same store sales		(1	)%		5	%		0	%		5	%
Stores in operation at end of period
T.J. Maxx								1,219			1,179
Marshalls								1,057			1,027
Sierra Trading Post								26			11

Total								2,302			2,217

Selling square footage at end of period (in thousands)
T.J. Maxx								27,034			26,501
Marshalls								24,827			24,614
Sierra Trading Post								451			209

Total								52,312			51,324


	Total Number of Shares Repurchased⁽¹⁾		Average Price Paid Per Share⁽²⁾		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs⁽³⁾
July 30, 2017 through August 26, 2017		1,271,053	$	70.82		1,271,053	$	1,800,767,834
August 27, 2017 through September 30, 2017		1,990,306	$	72.85		1,990,306	$	1,655,779,813
October 1, 2017 through October 28, 2017		1,598,429	$	71.95		1,598,429	$	1,540,779,792

Total:		4,859,788				4,859,788


	Total Number of Shares Repurchased(a)	Average Price Paid Per Share(b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(c)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(c)
July 30, 2023 through August 26, 2023	1,310,947	$	87.72	1,310,947	$	2,378,795,721
August 27, 2023 through September 30, 2023	3,188,393	$	90.95	3,188,393	$	2,088,796,897
October 1, 2023 through October 28, 2023	2,755,465	$	88.91	2,755,465	$	1,843,797,961
Total	7,254,805			7,254,805