UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(mark one)


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

For the quarterly period ended ~~November~~May 23, ~~2024~~2025


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

For the transition period from to

Commission file number 1-4908

The TJX Companies, Inc.

(Exact name of registrant as specified in its charter)


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

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

(508) 390-1000

(Registrant’s telephone number, including area code)

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


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

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

The number of shares of registrant’s common stock outstanding as of ~~November~~May 2223, ~~2024~~2025: 1,~~124~~115,~~158~~615,~~029~~624

The TJX Companies, Inc.

TABLE OF CONTENTS

PART I
ITEM 1. Consolidated Financial Statements			3
Consolidated Statements of Income			3
Consolidated Statements of Comprehensive Income			4
Consolidated Balance Sheets			5
Consolidated Statements of Cash Flows			6
Consolidated Statements of Shareholders' Equity			7
Notes To Consolidated Financial Statements			98
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2223
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			3332
ITEM 4. Controls and Procedures			3332
PART II
ITEM 1. Legal Proceedings			3433
ITEM 1A. Risk Factors			3433
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			3433
ITEM 5. Other Information			3433
ITEM 6. Exhibits			3534
SIGNATURE			3534

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

IN MILLIONS EXCEPT PER SHARE AMOUNTS

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

November 2,2024

October 28,2023

November 2,2024

October 28,2023

May 3,2025

May 4,2024

Net sales

1413,~~063~~111

1312,~~265~~479

~~40,010~~

~~37,806~~

Cost of sales, including buying and occupancy costs

9,~~622~~246

98,~~139~~739

~~27,741~~

~~26,423~~

Selling, general and administrative expenses

2,~~748~~549

2,~~578~~400

~~7,814~~

~~7,375~~

Interest (income) expense, net

(4330)

(4150)

~~(139)~~

~~(116)~~

Income before income taxes

1,~~736~~346

1,~~589~~390

~~4,594~~

~~4,124~~

Provision for income taxes

~~439~~310

~~398~~320

~~1,128~~

~~1,053~~

Net income

1,~~297~~036

1,~~191~~070

~~3,466~~

~~3,071~~

Basic earnings per share

10.1593

10.0495

~~3.07~~

~~2.68~~

Weighted average common shares – basic

1,~~127~~118

1,~~144~~132

~~1,130~~

~~1,148~~

Diluted earnings per share

10.1492

10.0393

~~3.03~~

~~2.65~~

Weighted average common shares – diluted

1,~~141~~132

1,~~158~~146

~~1,144~~

~~1,161~~

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

IN MILLIONS

	Thirteen Weeks Ended
	November 2,2024		October 28,2023
	May 3,2025		May 4,2024
Net income	$	1,~~297~~036	$	1,~~191~~070
Additions to other comprehensive (loss), net of tax:
Additions to other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of related tax benefits of $1 in fiscal 2025 and $4 in fiscal 2024	(15)		(102)
Foreign currency translation adjustments, net of related tax provision of $4 in fiscal 2026 and tax benefit of $1 in fiscal 2025	145		(18)
Reclassifications from other comprehensive (loss), net of tax, to net income:
Reclassifications from other comprehensive income (loss), net of tax, to net income:
Amortization of prior service cost and deferred gains, net of related tax provisions of $0.1 in fiscal 2025 and $0.2 in fiscal 2024	0		0
Amortization of prior service cost and deferred (losses), net of related tax benefits of $0.1 in fiscal 2026 and $0.0 in fiscal 2025	(0)		(0)
Other comprehensive (loss), net of tax	(15)		(102)
Other comprehensive income (loss), net of tax	145		(18)
Total comprehensive income	$	1,~~282~~181	$	1,~~089~~052

	Thirty-Nine Weeks Ended
	November 2,2024		October 28,2023
Net income	$	3,466	$	3,071
Additions to other comprehensive (loss), net of tax:
Foreign currency translation adjustments, net of related tax benefits of $4 in fiscal 2025 and $3 in fiscal 2024	(15)		(48)
Reclassifications from other comprehensive (loss), net of tax, to net income:
Amortization of prior service cost and deferred gains, net of related tax provisions of $0.1 in fiscal 2025 and $0.4 in fiscal 2024	0		1
Other comprehensive (loss), net of tax	(15)		(47)
Total comprehensive income	$	3,451	$	3,024

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

THE TJX COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

IN MILLIONS, EXCEPT SHARE AMOUNTS

	November 2,2024		February 3,2024		October 28,2023
	May 3,2025		February 1,2025		May 4,2024
Assets
Current assets:
Cash and cash equivalents	$	4,~~718~~255	$	5,~~600~~335	$	45,~~290~~059
Accounts receivable, net	~~599~~594		~~529~~549		~~560~~542
Merchandise inventories	87,~~371~~127		56,~~965~~421		86,~~285~~218
Prepaid expenses and other current assets	~~546~~575		~~511~~617		~~535~~528
Federal, state and foreign income taxes recoverable	~~118~~44		5969		~~136~~62
Total current assets	1412,~~352~~595		12,~~664~~991		1312,~~806~~409
Net property at cost	7,~~136~~554		67,~~571~~346		6,~~262~~622
Non-current deferred income taxes, net	~~142~~141		~~172~~148		~~152~~156
Operating lease right of use assets	9,~~570~~924		9,~~396~~641		9,~~289~~499
Goodwill	95		9594		9495
Other assets	1,~~141~~549		~~849~~1,529		~~748~~898
Total assets	$	3231,~~436~~858	$	2931,~~747~~749	$	3029,~~351~~679
Liabilities
Current liabilities:
Accounts payable	$	54,~~617~~414	$	34,~~862~~257	$	54,~~425~~072
Accrued expenses and other current liabilities	4,~~714~~492		45,~~870~~040		4,~~482~~115
Current portion of operating lease liabilities	1,~~642~~660		1,~~620~~636		1,~~682~~615
Federal, state and foreign income taxes payable	44261		9975		51298
Total current liabilities	1210,~~017~~827		1011,~~451~~008		1110,~~640~~100
Other long-term liabilities	~~1,002~~972		~~924~~1,050		~~908~~894
Non-current deferred income taxes, net	~~172~~154		~~148~~156		~~133~~156
Long-term operating lease liabilities	8,~~207~~535		8,~~060~~276		78,~~976~~164
Long-term debt	2,~~865~~867		2,~~862~~866		2,~~861~~863
Commitments and contingencies (See Note K)
Shareholders’ equity
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued	—		—		—
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,124,355,838; 1,133,586,545 and 1,140,732,746 respectively	1,124		1,134		1,141
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,115,814,224; 1,119,333,622 and 1,130,829,890 respectively	1,116		1,119		1,131
Additional paid-in capital	—		—		—
Accumulated other comprehensive (loss) income	(~~547~~464)		(~~532~~609)		(~~653~~550)
Retained earnings	7,~~596~~851		67,~~700~~883		6,~~345~~921
Total shareholders’ equity	8,~~173~~503		78,~~302~~393		67,~~833~~502
Total liabilities and shareholders’ equity	$	3231,~~436~~858	$	2931,~~747~~749	$	3029,~~351~~679

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

IN MILLIONS

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
	November 2,2024		October 28,2023
	May 3,2025		May 4,2024
Cash flows from operating activities:
Net income	$	31,~~466~~036	$	31,~~071~~070
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~795~~296		~~712~~264
Loss on property disposals and impairment charges	3—		463
Deferred income tax provision	588		1324
Share-based compensation	~~131~~33		~~114~~38
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(70)		1
(Increase) in accounts receivable	(38)		(13)
(Increase) in merchandise inventories	(~~2,415~~604)		(~~2,528~~266)
(Increase) in income taxes recoverable	(59)		(17)
Decrease (increase) in income taxes recoverable	25		(3)
(Increase) in prepaid expenses and other current assets	(28)		(20)
Decrease (increase) in prepaid expenses and other current assets	4		(19)
Increase in accounts payable	~~1,760~~101		~~1,666~~219
(Decrease) increase in accrued expenses and other liabilities	(85)		161
(Decrease) in accrued expenses and other liabilities	(723)		(741)
(Decrease) in income taxes payable	(56)		(5)
Increase in income taxes payable	183		199
(Decrease) increase in net operating lease liabilities	(7)		75
(Decrease) in net operating lease liabilities	(8)		(4)
Other, net	(81)		(3234)
Net cash provided by operating activities	~~3,412~~394		~~3,257~~737
Cash flows from investing activities:
Property additions	(~~1,404~~497)		(~~1,280~~419)
Purchase of equity investment	(192)		—
Purchases of investments	(17)		(16)
Purchases of investments	(29)		(22)
Sales and maturities of investments	11		8
Sales and maturities of investments	18		21
Net cash (used in) investing activities	(503)		(427)
Net cash (used in) investing activities	(1,607)		(1,281)
Cash flows from financing activities:
Repayment of debt	—		(500)
Payments for repurchase of common stock	(613)		(509)
Payments for repurchase of common stock	(1,661)		(1,687)
Cash dividends paid	(424)		(380)
Cash dividends paid	(1,226)		(1,105)
Proceeds from issuance of common stock	50		90
Proceeds from issuance of common stock	254		203
Other	(61)		(41)
Other	(42)		(29)
Net cash (used in) financing activities	(1,048)		(840)
Net cash (used in) financing activities	(2,675)		(3,118)
Effect of exchange rate changes on cash	77		(11)
Effect of exchange rate changes on cash	(12)		(45)
Net (decrease) in cash and cash equivalents	(1,080)		(541)
Net (decrease) in cash and cash equivalents	(882)		(1,187)
Cash and cash equivalents at beginning of year	5,335		5,600
Cash and cash equivalents at beginning of year	5,600		5,477
Cash and cash equivalents at end of period	$	4,255	$	5,059
Cash and cash equivalents at end of period	$	4,718	$	4,290

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN MILLIONS

	Thirteen Weeks Ended
	Common Stock
	Shares	Par Value$1		Additional Paid-InCapital		Accumulated Other Comprehensive(Loss) Income		RetainedEarnings		Total
Balance, August 3, 2024	1,128	$	1,128	$	—	$	(532)	$	7,186	$	7,782
Balance, February 1, 2025	1,119	$	1,119	$	—	$	(609)	$	7,883	$	8,393
Net income	—	—		—		—		1,~~297~~036		1,~~297~~036
Other comprehensive (loss), net of tax	—	—		—		(15)		—		(15)
Other comprehensive income, net of tax	—	—		—		145		—		145
Cash dividends declared on common stock	—	—		—		—		(~~422~~475)		(~~422~~475)
Recognition of share-based compensation	—	—		4733		—		—		4733
Issuance of common stock under stock incentive plan and related tax effect	12	12		62(13)		—		—		63(11)
Common stock repurchased	(5)	(5)		(~~109~~20)		—		(~~465~~593)		(~~579~~618)
Balance, November 2, 2024	1,124	$	1,124	$	—	$	(547)	$	7,596	$	8,173
Balance, May 3, 2025	1,116	$	1,116	$	—	$	(464)	$	7,851	$	8,503

	Thirteen Weeks Ended
	Common Stock
	Shares	Par Value$1		Additional Paid-InCapital		Accumulated Other Comprehensive(Loss) Income		RetainedEarnings		Total
Balance, July 29, 2023	1,145	$	1,145	$	—	$	(551)	$	6,014	$	6,608
Balance, February 3, 2024	1,134	$	1,134	$	—	$	(532)	$	6,700	$	7,302
Net income	—	—		—		—		1,~~191~~070		1,~~191~~070
Other comprehensive (loss), net of tax	—	—		—		(~~102~~18)		—		(~~102~~18)
Cash dividends declared on common stock	—	—		—		—		(~~380~~426)		(~~380~~426)
Recognition of share-based compensation	—	—		4438		—		—		4438
Issuance of common stock under stock incentive plan and related tax effect	32	32		~~119~~46		—		—		~~122~~48
Common stock repurchased	(75)	(75)		(~~163~~84)		—		(~~480~~423)		(~~650~~512)
Balance, October, 28, 2023	1,141	$	1,141	$	—	$	(653)	$	6,345	$	6,833
Balance, May 4, 2024	1,131	$	1,131	$	—	$	(550)	$	6,921	$	7,502

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN MILLIONS

	Thirty-Nine Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-InCapital		Accumulated Other Comprehensive(Loss) Income		RetainedEarnings		Total
Balance, February 3, 2024	1,134	$	1,134	$	—	$	(532)	$	6,700	$	7,302
Net income	—	—		—		—		3,466		3,466
Other comprehensive (loss), net of tax	—	—		—		(15)		—		(15)
Cash dividends declared on common stock	—	—		—		—		(1,271)		(1,271)
Recognition of share-based compensation	—	—		131		—		—		131
Issuance of common stock under stock incentive plan and related tax effect	5	5		207		—		—		212
Common stock repurchased	(15)	(15)		(338)		—		(1,299)		(1,652)
Balance, November 2, 2024	1,124	$	1,124	$	—	$	(547)	$	7,596	$	8,173

	Thirty-Nine Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-InCapital		Accumulated Other Comprehensive(Loss) Income		RetainedEarnings		Total
Balance, January 28, 2023	1,155	$	1,155	$	—	$	(606)	$	5,815	$	6,364
Net income	—	—		—		—		3,071		3,071
Other comprehensive (loss), net of tax	—	—		—		(47)		—		(47)
Cash dividends declared on common stock	—	—		—		—		(1,144)		(1,144)
Recognition of share-based compensation	—	—		114		—		—		114
Issuance of common stock under stock incentive plan and related tax effect	6	6		170		—		(1)		175
Common stock repurchased	(20)	(20)		(284)		—		(1,396)		(1,700)
Balance, October, 28, 2023	1,141	$	1,141	$	—	$	(653)	$	6,345	$	6,833

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

THE TJX COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Basis of Presentation

The Consolidated Financial Statements and Notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These Consolidated Financial Statements and Notes thereto are unaudited and, in the opinion of management, reflect all normal recurring adjustments, accruals and deferrals among periods required to match costs properly with the related revenue or activity, considered necessary by The TJX Companies, Inc. (together with its subsidiaries, “TJX”) for a fair statement of its Consolidated Financial Statements for the periods reported, all in conformity with GAAP consistently applied. All intercompany transactions have been eliminated in consolidation. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. The Consolidated Financial Statements and Notes thereto should be read in conjunction with the audited Consolidated Financial Statements, including the related notes, contained in TJX’s Annual Report on Form 10-K for the fiscal year ended February 31, ~~2024~~2025 (“fiscal ~~2024~~2025”).

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

The February 31, ~~2024~~2025 balance sheet data was derived from audited Consolidated Financial Statements and does not include all disclosures required by GAAP.

Fiscal Year

TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The current fiscal year ends ~~February~~January 131, ~~2025~~2026 (“fiscal ~~2025~~2026”) and is a 52-week fiscal year. Fiscal ~~2024~~2025 was a 5352-week fiscal year. “Fiscal ~~2026~~2027” ~~will be a 52-week fiscal year~~ and ~~will end January 31, 2026.~~ “~~Fiscal~~fiscal ~~2027~~2028” will both be a 52-week fiscal ~~year~~years and will end January 30, 2027 and January 29, 2028, respectively.

Use of Estimates

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

Deferred Gift Card Revenue

The following table presents deferred gift card revenue activity:

In millions	~~November~~May 23,~~2024~~2025		~~October~~May 284,~~2023~~2024
Balance, beginning of year	$	~~773~~824	$	~~721~~773
Deferred revenue	~~1,315~~387		~~1,283~~400
Effect of exchange rate changes on deferred revenue	~~(2)~~9		(42)
Revenue recognized	(~~1,371~~444)		(~~1,342~~455)
Balance, end of period	$	~~715~~776	$	~~658~~716

TJX recognized $~~431~~444 million in gift card revenue for the three months ended ~~November~~May 23, ~~2024~~2025 and $~~426~~455 million for the three months ended ~~October~~May 284, ~~2023~~2024. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were issued during the period.

~~Equity Investment~~8

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

9Multibrand Outlet Stores

OnDuring ~~August~~fiscal 212025, ~~2024,~~ the Company ~~announced~~completed ~~that~~an itinvestment ~~entered~~for ~~into~~ a ~~definitive agreement to acquire a 35~~49% ownership stake in ~~privately~~Multibrand ~~held~~Outlet ~~Brands~~Stores ~~for~~S.A.P.I. ~~Less~~de C.V. (“~~BFL~~MOS”), ~~representing~~through a ~~non-controlling,~~joint ~~minority~~venture ~~position.~~with ~~BFL~~Grupo ~~currently operates over 100 stores~~Axo, ~~primarily~~S.A.P.I inde ~~the~~C.V. ~~UAE~~(“Axo”). ~~and~~MOS ~~Saudi Arabia, as well as an e-commerce business, and~~ is ~~the region~~Axo’s ~~only major~~ off-price ~~branded apparel~~, ~~toys~~physical ~~and~~store ~~home~~business ~~fashions~~in ~~retailer.~~Mexico ~~During~~and ~~the~~includes ~~fourth~~a ~~quarter~~total of ~~fiscal~~over ~~2025,~~200 ~~TJX~~stores ~~completed~~for ~~this~~its ~~investment~~Promoda, ~~for~~Reduced, aand ~~purchase~~Urban ~~price~~Store ~~of $344 million~~banners. ~~This~~TJX ~~investment~~has ~~will~~the beoption ~~accounted~~to ~~for~~increase ~~under~~its ~~the~~ownership ~~equity~~interest ~~method~~in ofthe ~~accounting~~joint ~~from~~venture over the ~~date~~long ofterm. TJX completed this investment ~~forward~~for ~~and~~$193 ~~will~~million, beinclusive ~~recorded~~of inacquisition ~~Other~~costs, ~~assets~~during onthe ~~our~~third ~~Consolidated~~quarter ~~Balance~~of ~~Sheets~~fiscal 2025.

~~TJX~~For ~~will~~the ~~report~~three months ended May 3, 2025, the ~~results~~carrying value of the Company’s equity investment in MOS was $177 million, which exceeds its share of ~~the~~MOS’ ~~investments~~net ~~with~~assets ~~Axo~~by approximately $140 million. This difference primarily consists of goodwill and ~~BFL~~tradenames. onTradenames aare ~~one~~definite-~~quarter~~lived ~~lag~~intangible asassets and are amortized straight-line over their ~~results~~useful ~~are~~lives ~~not~~of ~~expected~~10 toyears. beAs ~~available~~of inMay 3, ~~time~~2025, the revaluation of the investment from Mexican Pesos to bethe ~~recorded~~U.S. dollar resulted in ~~the~~an ~~concurrent~~immaterial ~~period.~~cumulative ~~TJX~~translation ~~does~~adjustment, ~~not~~which ~~expect~~is ~~these~~recorded ~~investments~~in tothe ~~have~~Consolidated Balance Sheets as a ~~material~~component ~~impact~~of onAccumulated ~~its~~other ~~fiscal~~comprehensive ~~2025~~(loss) ~~results~~income.

Brands for Less

During fiscal 2025, the Company completed an investment for a 35% ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position. BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer. TJX completed this investment for $358 million, inclusive of acquisition costs, during the fourth quarter of fiscal 2025.

For the three months ended May 3, 2025, the carrying value of the Company’s equity investment in BFL was $335 million, which exceeds its share of BFL net assets by approximately $291 million. This difference primarily consists of goodwill and a tradename. The tradename is a definite-lived intangible asset and will be amortized straight-line over the useful life of 15 years.

Both investments are accounted for under the equity method of accounting and are recorded in Other assets on the Consolidated Balance Sheets. TJX reports the results of its share of the investments in MOS and BFL on a one-quarter lag, as their results are not expected to be available in time to be recorded in the concurrent period. Earnings from the investments in MOS and BFL are recorded in Selling, general & administrative expenses on the Consolidated Statements of Income. The earnings from these investments did not have a material impact on the first quarter of fiscal 2026 results.

Additionally, both equity investments are evaluated for indicators of impairment on a periodic basis or whenever events or circumstances indicate the carrying amount may be other-than-temporarily impaired. If the Company concludes that there is an other-than-temporary impairment of these equity investments, it will adjust the carrying amount of the investments to the current fair value. As of May 3, 2025, the Company determined that no impairments of its equity method investments existed.

Leases

Supplemental cash flow information related to leases is as follows:

	Thirty-Nine Weeks Ended
	Thirteen Weeks Ended
In millions	~~November~~May 23,~~2024~~2025		~~October~~May 284,~~2023~~2024
Operating cash flows paid for operating leases	$	~~1,575~~541	$	~~1,508~~522
Lease liabilities arising from obtaining right of use assets	$	~~1,503~~553	$	~~1,595~~562

Future Adoption of New Accounting Standards

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

~~Improvements to Reportable Segment Disclosures~~9

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

Improvements to Income Tax Disclosures

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

Improvements to Disaggregation of Income Statement Expenses

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

SEC Rule Changes

In March 2024, the SEC adopted new rules phasing in for fiscal years beginning on or after January 1, 2025 that will require registrants to provide certain climate-related information in their registration statements and annual reports. In April 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. ~~The~~In ~~Company~~March is2025, ~~currently~~the ~~evaluating~~SEC ~~the~~withdrew ~~potential~~its ~~impact~~defense of ~~these~~the rules onin ~~its~~the ~~Consolidated~~pending ~~Financial~~litigation ~~Statements~~ and, ~~subject~~the toCompany ~~such~~is ~~new~~continuing ~~rules taking effect, are expected~~ to ~~result~~monitor inthe ~~additional disclosures~~status.

10Recently Adopted Accounting Standards

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued guidance related to improvements to reportable segment disclosures. The new standard improves financial reporting by requiring disclosure of incremental segment information on an annual and interim basis to enable investors to develop more decision-useful financial analyses. The Company adopted this standard as of February 1, 2025, on a retrospective basis. Refer to Note G—Segment Information for the impact upon adoption of the new required disclosures.

Note B. Property at Cost

The following table presents the components of property at cost:

In millions	~~November~~May 23,~~2024~~2025		February 31,~~2024~~2025		~~October~~May 284,~~2023~~2024
Land and buildings	$	2,~~436~~603	$	2,~~179~~558	$	2,~~097~~200
Leasehold costs and improvements	4,~~670~~944		4,~~306~~710		4,~~163~~401
Furniture, fixtures and equipment	8,~~540~~992		8,~~134~~714		78,~~843~~245
Total property at cost	$	1516,~~646~~539	$	1415,~~619~~982	$	14,~~103~~846
Less: accumulated depreciation and amortization	8,~~510~~985		8,~~048~~636		78,~~841~~224
Net property at cost	$	7,~~136~~554	$	67,~~571~~346	$	6,~~262~~622

Depreciation expense was $~~265~~295 million for the three months ended ~~November~~May 23, ~~2024~~2025 and $~~243~~263 million for the three months ended ~~October~~May 284, ~~2023. Depreciation expense was $791 million for the nine months ended November 2,~~ 2024 ~~and $707 million for the nine months ended October 28, 2023~~.

Non-cash investing activities consist of accrued capital additions of $~~199~~166 million and $~~168~~154 million as of the periods ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, respectively.

Note C. Accumulated Other Comprehensive (Loss) Income

Amounts included in Accumulated other comprehensive (loss) income are recorded net of taxes. The following table details the changes in Accumulated other comprehensive (loss) income for the twelve months ended February 31, ~~2024~~2025 and the ~~nine~~three months ended ~~November~~May 23, ~~2024~~2025:

In millions and net of immaterial taxes	ForeignCurrencyTranslation		DeferredBenefitCosts		AccumulatedOtherComprehensive(Loss) Income
Balance, January 28, 2023	$	(544)	$	(62)	$	(606)
Balance, February 3, 2024	$	(514)	$	(18)	$	(532)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes	30(105)		—		30(105)
Recognition of net gains on benefit obligations, net of taxes	—		4327		4327
Reclassifications from other comprehensive (loss) to net income:
Amortization of prior service cost and deferred gains, net of taxes	—		1		1
Balance, February 3, 2024	$	(514)	$	(18)	$	(532)
Balance, February 1, 2025	$	(619)	$	10	$	(609)
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of taxes	~~(15)~~145		—		~~(15)~~145
Reclassifications from other comprehensive (loss) to net income:
Amortization of prior service cost and deferred gains, net of taxes	—		0		0
Amortization of prior service cost and deferred (losses), net of taxes	—		(0)		(0)
Balance, November 2, 2024	$	(529)	$	(18)	$	(547)
Balance, May 3, 2025	$	(474)	$	10	$	(464)

Note D. Capital Stock and Earnings Per Share

Capital Stock

In February ~~2024~~2025, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $2.5 billion of TJX common stock from time to time. Under this program and previously announced programs, TJX had approximately $~~1.9~~3 billion available for repurchase as of ~~November~~May 23, ~~2024~~2025.

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

	Thirteen Weeks Ended				~~Thirty-Nine Weeks Ended~~
In millions	~~November~~May 23,~~2024~~2025		~~October~~May 284,~~2023~~2024		~~November 2,2024~~		~~October 28,2023~~
Total number of shares repurchased and retired	5.01		75.23		~~15.4~~		~~20.4~~
Total cost(a)	$	574	$	650	$	1,642	$	1,700
Total cost	$	613	$	509

~~(a)~~All ~~Prior~~shares ~~year~~repurchased ~~amounts~~under ~~are~~the ~~recast~~stock torepurchase ~~conform~~programs ~~with~~have ~~current~~been ~~year~~retired. ~~presentation~~These expenditures were funded by cash on hand and ~~exclude~~cash ~~applicable~~generated ~~excise~~from ~~tax~~operations.

~~All shares repurchased under the stock repurchase programs have been retired. These expenditures were funded by cash generated from operations.~~11

Earnings Per Share

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

Thirteen Weeks Ended

~~Thirty-Nine Weeks Ended~~

Amounts in millions, except per share amounts

~~November~~May 23,~~2024~~2025

~~October~~May 284,~~2023~~2024

~~November 2,2024~~

~~October 28,2023~~

Basic earnings per share:

Net income

1,~~297~~036

1,~~191~~070

~~3,466~~

~~3,071~~

Weighted average common shares outstanding for basic earnings per share calculation

1,~~127~~118

1,~~144~~132

~~1,130~~

~~1,148~~

Basic earnings per share

10.1593

10.0495

~~3.07~~

~~2.68~~

Diluted earnings per share:

Net income

1,~~297~~036

1,~~191~~070

~~3,466~~

~~3,071~~

Weighted average common shares outstanding for basic earnings per share calculation

1,~~127~~118

1,~~144~~132

~~1,130~~

~~1,148~~

Assumed exercise/vesting of stock options and awards

Weighted average common shares outstanding for diluted earnings per share calculation

1,~~141~~132

1,~~158~~146

~~1,144~~

~~1,161~~

Diluted earnings per share

10.1492

10.0393

~~3.03~~

~~2.65~~

Cash dividends declared per share

0.~~375~~425

0.~~3325~~375

~~1.125~~

~~0.9975~~

The weighted average common shares for the diluted earnings per share calculation excludes the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the average price of TJX’s common stock for the related fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 4 million ~~options excluded for the thirteen weeks~~ and ~~thirty-nine weeks ended November 2, 2024. There were~~ 5 million ~~such~~antidilutive options excluded for the thirteen weeks ~~and~~ended ~~thirty-nine~~May 3, ~~weeks~~2025 ~~ended~~and ~~October~~May 284, ~~2023~~2024, respectively.

Note E. Financial Instruments

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

Diesel Fuel Contracts

TJX hedges portions of its estimated notional diesel fuel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing, and the resulting per mile surcharges payable by TJX, by setting a fixed price per gallon for the period being hedged. During fiscal ~~2024~~2025, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal ~~2025~~2026, and during the first ~~nine~~three months of fiscal ~~2025~~2026, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for the first ~~nine~~three months of fiscal ~~2026~~2027. The hedge agreements outstanding at ~~November~~May 23, ~~2024~~2025 relate to approximately 50% of TJX’s estimated notional diesel fuel requirements for the remainder of fiscal ~~2025~~2026 and the first ~~nine~~three months of fiscal ~~2026~~2027. These diesel fuel hedge agreements will settle throughout fiscal ~~2025~~2026 and throughout the first ~~ten~~four months of fiscal ~~2026~~2027. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Cost of sales, including buying and occupancy costs. TJX elected not to apply hedge accounting to these contracts.

Foreign Currency Contracts

TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations in currencies other than their respective functional currencies. The contracts outstanding at ~~November~~May 23, ~~2024~~2025 cover merchandise purchases the Company is committed to over the next several months in fiscal ~~2025~~2026. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their ~~buying~~U.K. ~~function being~~ centralized inbuying ~~the U~~function.K. Merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. A portion of the inflows of Euros to the central buying entity provides a natural hedge for Euro denominated merchandise purchases from third-party vendors. TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30 days' duration to mitigate this excess exposure. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in Cost of sales, including buying and occupancy costs.

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

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at May 3, 2025:

In millions		Pay	Receive		BlendedContractRate	Balance SheetLocation	CurrentAssetU.S.$		Current(Liability)U.S.$		Net FairValue inU.S.$ ~~atNovember~~atMay 23,~~2024~~2025
Fair value hedges:
Intercompany balances, primarily debt:
	€	7880	£	6768	0.~~8546~~8522	~~Prepaid~~(Accrued Exp)	$	~~1.3~~—	$	—(0.5)	$	1(0.35)
	A$	210	U.S.$	~~139~~135	0.~~6637~~6420	Prepaid Exp / (Accrued Exp)	1.54		—(2.1)		1(0.57)
	U.S.$	7067	£	55	0.~~7898~~8177	Prepaid Exp	15.38		—		15.38
	£	~~100~~50	U.S.$	~~127~~61	1.~~2712~~2222	(Accrued Exp)	—		(25.3)		(25.3)
	€	200	U.S.$	~~219~~220	1.~~0970~~1005	Prepaid Exp / (Accrued Exp)	0.61		(09.20)		0(8.49)
Economic hedges for which hedge accounting was not elected:
	Diesel fuel contracts	Fixed on3.1M – 4.~~2Mgal~~1Mgal per month	Float on3.1M – 4.~~2Mgal~~1Mgal per month		N/A	(Accrued Exp)	—		(16.31)		(16.31)
Intercompany billings in TJX International, primarily merchandise:
	€	~~181~~195	£	~~151~~167	0.~~8341~~8549	~~(Accrued~~Prepaid Exp)	—0.8		~~(1.2)~~—		(10.2)8
Merchandise purchase commitments:
	C$	~~834~~926	U.S.$	~~610~~655	0.~~7318~~7070	~~Prepaid~~(Accrued Exp)	~~10.5~~—		—(18.1)		10(18.51)
	C$	3331	€	2220	0.~~6636~~6546	Prepaid Exp / (Accrued Exp)	0.15		(0.0)		0.15
	£	~~478~~488	U.S.$	~~619~~624	1.~~2960~~2778	Prepaid Exp / (Accrued Exp)	40.75		(324.59)		1(24.24)
	zł	~~524~~489	£	~~102~~95	0.~~1951~~1950	Prepaid Exp / (Accrued Exp)	20.31		(02.14)		(2.23)
	A$	9293	U.S.$	6259	0.~~6694~~6346	Prepaid Exp / (Accrued Exp)	10.20		—(0.9)		1(0.29)
	U.S.$	~~127~~109	€	~~116~~101	0.~~9114~~9204	Prepaid Exp / (Accrued Exp)	05.1		(10.42)		(14.3)9
Total fair value of derivative financial instruments							$	2314.63	$	(2579.05)	$	(165.42)

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at February 1, 2025:

In millions		Pay	Receive		BlendedContractRate	Balance SheetLocation	CurrentAssetU.S.$		Current(Liability)U.S.$		Net FairValue inU.S.$ atFebruary 31,~~2024~~2025
Fair value hedges:
Intercompany balances, primarily debt:
	€	7879	£	67	0.~~8622~~8523	Prepaid Exp / (Accrued Exp)	$	0.17	$	(0.1)	$	0.06
	A$	~~140~~210	U.S.$	95135	0.~~6751~~6420	Prepaid Exp	23.75		—		23.75
	U.S.$	7067	£	55	0.~~7898~~8177	~~(Accrued~~Prepaid Exp)	—0.8		~~(0.2)~~—		(0.2)8
	£	~~100~~50	U.S.$	~~127~~61	1.~~2727~~2222	~~Prepaid~~(Accrued Exp)	~~0.8~~—		—(0.9)		(0.89)
	€	200	U.S.$	~~219~~217	1.~~0969~~0852	Prepaid Exp / (Accrued Exp)	37.06		(0.34)		2.7.2
Economic hedges for which hedge accounting was not elected:
	Diesel fuel contracts	Fixed on3.0M1M – 3.~~8Mgal~~9Mgal per month	Float on3.0M1M– 3.~~8Mgal~~9Mgal per month		N/A	(Accrued Exp)	—		(79.21)		(79.21)
Intercompany billings in TJX International, primarily merchandise:
	€	~~130~~175	£	~~112~~148	0.~~8604~~8442	Prepaid Exp	01.95		—		01.95
Merchandise purchase commitments:
	C$	~~668~~873	U.S.$	~~495~~625	0.~~7408~~7159	Prepaid Exp ~~/ (Accrued Exp)~~	121.49		~~(3.6)~~—		(221.2)9
	C$	2933	€	2022	0.~~6797~~6673	Prepaid Exp / (Accrued Exp)	—0.1		(0.30)		(0.3)1
	£	~~353~~416	U.S.$	~~443~~530	1.~~2549~~2742	Prepaid Exp / (Accrued Exp)	115.52		(51.01)		(314.5)1
	zł	~~508~~552	£	98107	0.~~1930~~1933	~~Prepaid Exp /~~ (Accrued Exp)	~~0.0~~—		(3.15)		(3.15)
	A$	8281	U.S.$	5552	0.~~6620~~6448	Prepaid Exp / (Accrued Exp)	01.87		(0.1)		01.76
	U.S.$	~~109~~87	€	~~100~~82	0.~~9191~~9317	Prepaid Exp / (Accrued Exp)	0.31		(12.09)		(02.78)
Total fair value of derivative financial instruments							$	1153.51	$	(2018.91)	$	(935.4)0

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at May 4, 2024:

In millions		Pay	Receive		BlendedContractRate	Balance SheetLocation	CurrentAssetU.S.$		Current(Liability)U.S.$		Net Fair Value in U.S.$ at ~~October~~May 284,~~2023~~2024
Fair value hedges:
Intercompany balances, primarily debt:
	€	60	£	52	0.8738	(Accrued Exp)	$	—	$	(0.1)	$	(0.1)
	zł	10	£	2	0.1973	(Accrued Exp)	$	—	$	(0.0)	$	(0.0)
	A$	150	U.S.$	104	0.6937	Prepaid Exp	8.4		—		8.4
	€	78	£	67	0.8622	Prepaid Exp / (Accrued Exp)	0.1		(0.1)		0.0
	U.S.$	69	£	55	0.8010	(Accrued Exp)	—		(2.0)		(2.0)
	A$	146	U.S.$	98	0.6743	Prepaid Exp / (Accrued Exp)	1.7		(0.2)		1.5
	£	150	U.S.$	186	1.2396	Prepaid Exp	3.9		—		3.9
	U.S.$	70	£	55	0.7898	(Accrued Exp)	—		(0.5)		(0.5)
	€	200	U.S.$	220	1.1008	Prepaid Exp	7.8		—		7.8
	£	100	U.S.$	126	1.2608	Prepaid Exp / (Accrued Exp)	0.8		(0.3)		0.5
	€	200	U.S.$	219	1.0937	Prepaid Exp / (Accrued Exp)	2.0		(0.3)		1.7
Economic hedges for which hedge accounting was not elected:
	Diesel fuel contracts	Fixed on3.0M – 34.~~8Mgal~~2Mgal per month	Float on3.0M – 34.~~8Mgal~~2Mgal per month		N/A	~~Prepaid~~(Accrued Exp)	~~2.7~~—		—(8.1)		2(8.71)
Intercompany billings in TJX International, primarily merchandise:
	€	~~118~~142	£	~~102~~121	0.~~8646~~8547	(Accrued Exp)	—		(10.16)		(10.16)
Merchandise purchase commitments:
	C$	~~773~~851	U.S.$	~~575~~630	0.~~7440~~7400	Prepaid Exp / (Accrued Exp)	167.87		—(0.6)		167.81
	C$	3537	€	2425	0.~~6826~~6812	Prepaid Exp / (Accrued Exp)	0.21		(0.10)		0.1
	£	~~365~~379	U.S.$	~~458~~477	1.~~2537~~2585	Prepaid Exp / (Accrued Exp)	142.7		(0.1.6)		141.61
	zł	581	£	110	0.1900	(Accrued Exp)	—		(3.6)		(3.6)
	A$	94	U.S.$	63	0.6633	Prepaid Exp / (Accrued Exp)	0.3		(0.3)		0.0
	A$	58	U.S.$	39	0.6677	Prepaid Exp	1.9		—		1.9
	zł	534	£	105	0.1971	Prepaid Exp / (Accrued Exp)	0.0		(0.7)		(0.7)
	U.S.$	~~120~~133	€	~~110~~123	0.9190	Prepaid Exp / (Accrued Exp)	—0.1		(31.2)		(31.21)
Total fair value of derivative financial instruments							$	5615.45	$	(1014.25)	$	461.20

		Amount of (Loss) Gain Recognizedin Income by Derivative
	Location of (Loss) Gain Recognized in Income byDerivative	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions		November 2,2024		October 28,2023		November 2,2024		October 28,2023
Fair value hedges:
Intercompany balances, primarily debt	Selling, general and administrative expenses	$	2	$	26	$	3	$	29
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts	Cost of sales, including buying and occupancy costs	(6)		2		(22)		(6)
Intercompany billings in TJX International, primarily merchandise	Cost of sales, including buying and occupancy costs	4		(2)		5		2
Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	1		49		15		27
Gain recognized in income		$	1	$	75	$	1	$	52

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


		Amount of (Loss) Gain Recognized in Income by Derivative
	Location of (Loss) Gain Recognized in Income by Derivative	Thirteen Weeks Ended
In millions		May 3, 2025		May 4, 2024
Fair value hedges:
Intercompany balances, primarily debt	Selling, general and administrative expenses	$	(23)	$	1
Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts	Cost of sales, including buying and occupancy costs	(12)		(5)
Intercompany billings in TJX International, primarily merchandise	Cost of sales, including buying and occupancy costs	(3)		(0)

Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	(59)		11
(Loss) Gain recognized in income		$	(97)	$	7

Note F. Fair Value Measurements

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


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

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

Level 3:						Unobservable inputs for the asset or liability

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

In millions	~~November~~May 23,~~2024~~2025		February 31,~~2024~~2025		~~October~~May 284,~~2023~~2024
Level 1
Assets:
Executive Savings Plan investments	$	~~465~~471.80	$	~~405~~481.74	$	~~366~~424.61
Level 2
Assets:
Foreign currency exchange contracts	$	2314.63	$	1153.51	$	5315.75
Diesel fuel contracts	—		—		2.7
Liabilities:
Foreign currency exchange contracts	$	863.74	$	139.70	$	106.24
Diesel fuel contracts	16.31		79.21		—8.1

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

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

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

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

November 2,2024

February 3,2024

October 28,2023

May 3,2025

February 1,2025

May 4,2024

In Millions

Carrying Value

Fair Value

Carrying Value

Fair Value

Carrying Value

Fair Value

In millions

Carrying Value

Fair Value

Carrying Value

Fair Value

Carrying Value

Fair Value

Level 2

Long-term debt

2,~~865~~867

2,~~640~~669

2,~~862~~866

2,~~630~~634

2,~~861~~863

2,~~470~~580

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~~The majority of the Company’s assets and liabilities are not measured at fair value on aan ~~nonrecurring~~ongoing basis,. ~~whereas~~Certain ~~the majority of~~ assets and liabilities are ~~not~~ measured at fair value on ana ~~ongoing~~nonrecurring basis ~~but~~and are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment. For the periods ended ~~November~~May 23, ~~2024~~2025, February 31, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, the Company did not record any material impairments to long-lived assets.

Note G. Segment Information

TJX operates four ~~main~~segments. ~~business~~TJX defines its segments as those operations whose results the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), regularly reviews to analyze performance and allocate resources. In the United States, the Marmaxx segment operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com and the HomeGoods segment operates HomeGoods and Homesense. The TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe and TK Maxx in Australia. In addition to the Company’s four ~~main business~~ segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.

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

~~TJX~~The CODM regularly reviews net sales by segment and segment profit or loss. There are no significant expense categories or amounts regularly provided to the CODM and included in reported segment profit or loss. As such, no significant expense categories are disclosed in the table below. The CODM evaluates the performance of ~~its~~the Company’s segments based on “segment profit or loss,” which it defines as pre-tax income or loss before general corporate expense, interest (income) expense, net and certain separately disclosed unusual or infrequent items. “Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled measures used by other entities. This measure of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of TJX’s performance or as a measure of liquidity.

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions	November 2,2024		October 28,2023		November 2,2024		October 28,2023
Net sales:
In the United States:
Marmaxx	$	8,438	$	8,107	$	24,633	$	23,376
HomeGoods	2,355		2,208		6,535		6,185
TJX Canada	1,382		1,317		3,739		3,578
TJX International	1,888		1,633		5,103		4,667
Total net sales	$	14,063	$	13,265	$	40,010	$	37,806
Segment profit:
In the United States:
Marmaxx	$	1,207	$	1,134	$	3,495	$	3,246
HomeGoods	290		228		679		547
TJX Canada	209		223		533		532
TJX International	137		88		271		158
Total segment profit	1,843		1,673		4,978		4,483
General corporate expense	150		125		523		475
Interest (income) expense, net	(43)		(41)		(139)		(116)
Income before income taxes	$	1,736	$	1,589	$	4,594	$	4,124

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


	Thirteen Weeks Ended
In millions	May 3, 2025		May 4, 2024
Marmaxx
Net sales	$	8,052	$	7,750
Segment expenses(a)	6,945		6,653
Segment profit	$	1,107	$	1,097
HomeGoods
Net sales	$	2,254	$	2,079
Segment expenses(a)	2,024		1,881
Segment profit	$	230	$	198
TJX Canada
Net sales	$	1,144	$	1,113
Segment expenses(a)	1,022		976
Segment profit	$	122	$	137
TJX International
Net sales	$	1,661	$	1,537
Segment expenses(a)	1,589		1,476
Segment profit	$	72	$	61
Total TJX
Net sales	$	13,111	$	12,479
Segment expenses(a)	11,580		10,986
Segment profit	$	1,531	$	1,493
General corporate expense	215		153
Impairment on equity investment	—		—
Interest (income) expense, net	(30)		(50)
Income before income taxes	$	1,346	$	1,390

(a) Segment expenses for each reportable segment include cost of sales and selling, general and administrative expenses. Cost of sales includes buying and occupancy costs, cost of merchandise sold, and other expenses. Selling, general and administrative expenses include store payroll and benefit costs, communication costs, and other expenses. Refer to Note A - Basis of Presentation and Summary of Accounting Principles for more information on the classifications.

The following table presents identifiable assets by segment:


In millions	May 3, 2025		February 1, 2025		May 4, 2024
Identifiable assets:
In the United States:
Marmaxx	$	14,747	$	14,137	$	13,285
HomeGoods	4,172		4,037		3,898
TJX Canada	2,333		2,128		2,172
TJX International	4,534		4,243		4,098
Segment identifiable assets	$	25,786	$	24,545	$	23,453
Corporate(a)	6,072		7,204		6,226
Total identifiable assets	$	31,858	$	31,749	$	29,679

(a)Corporate identifiable assets primarily include cash and trust assets from the Executive Savings Plan, and as of May 3, 2025 and February 1, 2025, include the equity method investments. Consolidated cash, including that held by foreign entities, is reported with Corporate assets for consistency with segment reporting in the U.S.

The following table presents capital expenditures and depreciation and amortization by segment:


In millions	May 3, 2025		May 4, 2024
Capital expenditures:
In the United States:
Marmaxx	$	339	$	247
HomeGoods	61		69
TJX Canada	34		38
TJX International	63		65
Total capital expenditures	$	497	$	419
Depreciation and amortization:
In the United States:
Marmaxx	$	165	$	144
HomeGoods	56		51
TJX Canada	24		21
TJX International	50		47
Segment depreciation and amortization	$	295	$	263
Corporate(a)	1		1
Total depreciation and amortization	$	296	$	264

(a)Includes debt discount accretion and debt expense amortization.

Note H. Pension Plans and Other Retirement Benefits

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

	Funded Plan				Unfunded Plan
	Thirteen Weeks Ended				Thirteen Weeks Ended
In millions	~~November~~May 23,~~2024~~2025		~~October~~May 284,~~2023~~2024		~~November~~May 23,~~2024~~2025		~~October~~May 284,~~2023~~2024
Service cost	$	87	$	87	$	10	$	1
Interest cost	1719		18		12		21
Expected return on plan assets	(2122)		(2019)		—		—
Amortization of net actuarial loss and prior service cost/(credit)	(0)		(0)		0		0
Total expense	$	4	$	6	$	2	$	32
	Funded Plan				Unfunded Plan
	Thirty-Nine Weeks Ended				Thirty-Nine Weeks Ended
In millions	November 2,2024		October 28,2023		November 2,2024		October 28,2023
Service cost	$	24	$	25	$	2	$	2
Interest cost	53		54		4		5
Expected return on plan assets	(60)		(60)		—		—
Amortization of net actuarial loss and prior service cost/(credit)	(1)		0		1		1
Total expense	$	16	$	19	$	7	$	8

TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80% of the applicable pension liability (the Funding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of nonqualified plans under the Internal Revenue Code. The Company does not anticipate any required funding in fiscal ~~2025~~2026 for the funded plan. The Company anticipates making contributions of $118 million to provide current benefits coming due under the unfunded plan in fiscal ~~2025~~2026.

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

Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt as of May 3, 2025, February 1, 2025 and May 4, 2024. All amounts are net of unamortized debt discounts.

In millions and net of immaterial unamortized debt discounts	~~November~~May 23,~~2024~~2025		February 31,~~2024~~2025		~~October~~May 284,~~2023~~2024
General corporate debt:
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount)	$	998	$	998	$	998
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount)	500		~~499~~500		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	2,877		2,~~876~~877		2,876
Debt issuance costs	(1210)		(1411)		(1513)
Long-term debt	$	2,~~865~~867	$	2,~~862~~866	$	2,~~861~~863

Credit Facilities

~~The~~As of May 3, 2025, the Company ~~has~~had two TJX revolving credit facilities, a $1 billion senior unsecured revolving credit facility maturing in June 2026 (the “2026 Revolving Credit Facility”) and a $500 million revolving credit facility ~~that~~maturing ~~was set to mature~~ in May ~~2024~~2028 (the “~~2024 Revolving Credit Facility”). On May 8, 2023, the Company amended the 2024 Revolving Credit Facility (as amended, the “~~2028 Revolving Credit Facility”) ~~to (i) extend the maturity to May 8, 2028 and (ii) replace the 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 bear interest at the Adjusted Term SOFR plus a margin of 45.0 - 87.5 basis points and a quarterly facility fee payment of 5.0 - 12.5 basis points on the total commitments under the 2028 Revolving Credit Facility, in each case, based on the Company’s long-term debt ratings. All other material terms and conditions of the 2028 Revolving Credit Facility were unchanged from the 2024 Revolving Credit Facility.

~~Additionally,~~On on May 89, ~~2023~~2025, the Company amended and restated its ~~2026~~2028 Revolving Credit Facility to(as ~~replace~~amended, the ~~LIBOR~~“2029 ~~with~~Revolving ~~Adjusted~~Credit ~~Term~~Facility”) ~~SOFR.~~to ~~Term~~(i) ~~SOFR~~extend ~~borrowings under~~ the ~~2026~~maturity ~~Revolving~~to ~~Credit~~May ~~Facility~~9, as2029 ~~amended,~~and ~~bear~~(ii) ~~interest~~increase at the ~~Adjusted~~aggregate ~~Term~~principal ~~SOFR~~amount ~~plus~~commitment ato ~~variable~~$750 ~~margin based on the Company’s long-term debt ratings~~million. All other material terms and conditions of the ~~2026~~2029 Revolving Credit Facility were unchanged.

Under these credit facilities, the Company has maintained a borrowing capacity of $1.5 billion. As of November 2, 2024, February 3, 2024 and October 28, 2023, and during the quarters and year then ended, there were no amounts outstanding under these facilities. Each of these facilities require TJX to maintain a ratio of funded debt to earnings before interest, taxes, depreciation and amortization and rentals (EBITDAR) of not more than 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.21

~~In addition~~Additionally, ason ofMay ~~November 2~~9, ~~2024~~2025, ~~February 3,~~the ~~2024~~Company amended and ~~October 28,~~restated ~~2023,~~its ~~TJX~~2026 ~~Canada~~Revolving ~~had~~Credit ~~two~~Facility ~~credit~~(as ~~lines~~amended, a“the ~~C$10~~2030 ~~million~~Revolving ~~facility~~Credit ~~for~~Facility”) ~~operating~~to ~~expenses~~(i) ~~and~~extend athe ~~C$10~~maturity ~~million~~to ~~letter~~May ~~of credit facility. As of November 2~~9, ~~2024~~2030, ~~February 3,~~(ii) ~~2024~~decrease ~~and October 28, 2023, and during~~ the ~~quarters~~aggregate ~~and~~principal ~~year~~amount ~~then~~of ~~ended,~~commitments ~~there~~to ~~were~~$750 nomillion ~~amounts~~and ~~outstanding~~(iii) onreduce the ~~Canadian~~interest ~~credit~~rate ~~line~~margin ~~for~~applicable ~~operating~~to ~~expenses.~~borrowings Asbearing ofinterest ~~November 2,~~at ~~2024,~~a ~~February 3,~~term ~~2024~~secured ~~and~~overnight ~~October 28,~~financing ~~2023,~~rate ~~the~~to ~~Company’s~~a ~~European~~margin ~~business~~of at45.0 ~~TJX~~- ~~International~~87.5 ~~had~~basis apoints ~~credit~~consistent ~~line~~with ofthe £52029 ~~million.~~Revolving AsCredit ofFacility. ~~November 2,~~All ~~2024,~~other ~~February 3,~~material ~~2024~~terms and ~~October 28,~~conditions ~~2023,~~of ~~and during~~ the ~~quarters~~2030 ~~and~~Revolving ~~year~~Credit ~~then~~Facility ~~ended, there~~ were ~~no amounts outstanding on the European credit line~~unchanged.

20Under these credit facilities, the Company has maintained a borrowing capacity of $1.5 billion. As of May 3, 2025, February 1, 2025 and May 4, 2024, and during the quarters and year then ended, there were no amounts outstanding under these facilities. TJX was in compliance with all covenants related to its credit facilities at the end of all periods presented.

Note J. Income Taxes

InA ~~2021,~~number ~~the~~of ~~Organization~~countries ~~for~~have ~~Economic~~enacted ~~Co-operation~~legislation ~~and~~to ~~Development~~implement ~~announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining~~ the ~~global~~Organization ~~minimum tax, which calls~~ for ~~the~~Economic ~~taxation~~Cooperation ofand ~~large~~Development’s ~~multinational corporations at a minimum rate of~~ 15%. ~~Subsequently~~global ~~multiple~~minimum ~~sets of administrative guidance have been issued. Many non-US~~ tax ~~jurisdictions~~regime ~~have either recently enacted legislation to adopt certain components of the~~ (Pillar Two) ~~Model Rules beginning in 2024~~ with ~~the~~effect ~~adoption~~from ofJanuary ~~additional~~1, ~~components in later years or announced their plans to enact legislation in future years~~2024. ~~Considering~~These wechanges dodid not have a material ~~operations~~impact inon ~~jurisdictions~~our ~~with~~effective tax ~~rates lower than the Pillar Two minimum~~rate, ~~these~~results ~~rules~~of ~~did~~operations ~~not~~or ~~have a material impact on our~~ financial ~~statements~~position for the ~~third~~first quarter ~~or the first nine months~~ of fiscal ~~2025~~2026 and are not expected to ~~materially~~have ~~increase~~a ~~our~~significant ~~global~~impact ~~tax costs on our fiscal 2025 financial statements. There remains uncertainty as~~ to the ~~final~~full ~~Pillar~~fiscal ~~Two model rules~~year. We ~~are~~continue ~~continuing~~ to evaluate the impacts of ~~enacted~~proposed ~~legislation~~ and ~~pending~~enacted legislation tofor ~~enact Pillar Two Model Rules in~~ the ~~non-US tax~~ jurisdictions wein ~~operate~~which inTJX operates.

The effective income tax rate was 2523.30% for the ~~third~~first quarter of fiscal ~~2025~~2026 and 2523.0% for the ~~third~~first quarter of fiscal ~~2024~~2025. ~~The~~There ~~increase~~were inno ~~the~~significant changes to TJX’s effective income tax rate in the ~~third~~first quarter of fiscal ~~2025~~2026, ~~was~~compared ~~primarily due~~ to the ~~decrease~~first inquarter ~~excess tax benefit from share-based compensation, partially offset by the resolution~~ of ~~various~~fiscal ~~tax matters~~2025.

TJX had net unrecognized tax benefits of $~~203~~205 million as of ~~November~~May 23, ~~2024~~2025, $~~228~~217 million as of February 31, ~~2024~~2025 and $~~266~~200 million as of ~~October~~May 284, ~~2023~~2024.

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 all other jurisdictions, fiscal years through 2011 are no longer subject to examination.

TJX’s accounting policy is to classify interest and penalties related to income tax matters as part of income tax expense. The accrued amounts for interest and penalties on the Consolidated Balance Sheets were $2723 million as of ~~November~~May 23, ~~2024~~2025, $3228 million as of February 31, ~~2024~~2025 and $4224 million as of ~~October~~May 284, ~~2023~~2024.

Based on the final resolution of tax examinations, judicial or administrative proceedings, changes in facts or law, expirations of 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 represented on the Consolidated Financial Statements as of ~~November~~May 23, ~~2024~~2025. During the next twelve months, it is reasonably possible that tax audit resolutions may reduce unrecognized tax benefits by up to $2321 million, which would reduce the provision for taxes on earnings.

Note K. Contingent Obligations, Contingencies, and Commitments

Contingent Contractual Obligations

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 including title to assets sold, specified environmental matters or certain income taxes. These obligations are sometimes limited in time or amount. There are no amounts reflected in 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 its business. TJX has accrued immaterial amounts in the accompanying Consolidated Financial Statements for certain of its legal proceedings.

2122

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

The Thirteen Weeks (~~third~~first quarter) ~~and Thirty-Nine Weeks (nine months)~~ Ended ~~November~~May 23, ~~2024~~2025

Compared to

The Thirteen Weeks (~~third~~first quarter) ~~and Thirty-Nine Weeks (nine months)~~ Ended ~~October~~May 284, ~~2023~~2024

OVERVIEW

We are the leading off-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 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 major online retailers) regular prices on comparable merchandise, every day through our stores and six e-commerce sites. We operate over 5,~~000~~100 stores through our four ~~main~~ segments: in the U.S., Marmaxx (which operates TJ Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates TK Maxx, Homesense, tkmaxx.com, tkmaxx.de, and tkmaxx.at in Europe, and TK Maxx in Australia). In addition to our four ~~main~~ segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.

RESULTS OF OPERATIONS

As an overview of our financial performance, results for the quarter ended ~~November~~May 23, ~~2024~~2025 include the following:

–Net sales increased 65% to $1413.1 billion for the ~~third~~first quarter of fiscal ~~2025~~2026 versus last year’s ~~third~~first quarter sales of $1312.35 billion. As of ~~November~~May 23, ~~2024~~2025, both the number of stores in operation and the selling square footage increased 23% compared to the end of the ~~third~~first quarter of fiscal ~~2024~~2025.

–Consolidated comp ~~store~~ sales increased 3% for the ~~third~~first quarter of fiscal ~~2025~~2026. See Net Sales below for our definition of comp ~~store~~ sales.

–Diluted earnings per share for the ~~third~~first quarter of fiscal ~~2025~~2026 were $10.1492 versus $10.0393 in the ~~third~~first quarter of fiscal ~~2024~~2025.

–Pre-tax profit margin (the ratio of pre-tax income to net sales) for the ~~third~~first quarter of fiscal ~~2025~~2026 was 1210.3%, a 0.38 percentage point ~~increase~~decrease compared with 1211.01% in the ~~third~~first quarter of fiscal ~~2024~~2025.

–Our cost of sales, including buying and occupancy costs, ratio for the ~~third~~first quarter of fiscal ~~2025~~2026 was 6870.45%, a 0.5 percentage point ~~decrease~~increase compared with 6870.90% in the ~~third~~first quarter of fiscal ~~2024~~2025.

–Our selling, general and administrative (“SG&A”) expense ratio for the ~~third~~first quarter of fiscal ~~2025~~2026 was 19.54%, a 0.12 percentage point increase compared with 19.42% in the ~~third~~first quarter of fiscal ~~2024~~2025.

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding our e-commerce sites ~~and Sierra stores~~, were ~~down~~up 27% at the end of the ~~third~~first quarter of fiscal ~~2025~~2026 compared to the ~~third~~first quarter of fiscal ~~2024~~2025. Starting in the first quarter of fiscal 2026, Sierra stores are included in the consolidated average per store inventories.

–During the ~~third~~first quarter of fiscal ~~2025~~2026, we returned $~~997~~1 ~~million~~billion to our shareholders through share repurchases and dividends.

–We announced that we plan to enter Spain with our TK Maxx banner in fiscal 2027.

Equity Investments

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

On August 21, 2024, we announced that we entered into a definitive agreement to acquire a 35% ownership stake in privately held Brands for Less (“BFL”), representing a non-controlling, minority position. BFL currently operates over 100 stores, primarily in the UAE and Saudi Arabia, as well as an e-commerce business, and is the region’s only major off-price branded apparel, toys and home fashions retailer. During the fourth quarter of fiscal 2025, we completed this investment for a purchase price of $344 million. This investment will be accounted for under the equity method of accounting from the date of investment forward.

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

Recent Events and Trends

Global Economic Conditions and ~~Industry Trends~~Tariffs

We continue to closely monitor changes in international trade relations, economic and monetary policies, or legislation and regulations including those related to tariffs on imports from China and other countries,. ~~which~~The ~~could~~tariffs ~~adversely~~have ~~impact~~led to significant volatility in the global economy, and the extent and duration of the tariffs and the resulting impact on general economic conditions and on our ~~operating~~business ~~results~~are uncertain. InOur ~~particular~~buying organization’s ability to execute our merchandise sourcing model to offset the effects of the tariffs is a key factor. We are implementing and considering additional measures that seek to mitigate the impact of tariffs. However, the ~~potential~~overall impact depends on a range of factors, including trade negotiations between the U.S. and other countries, responses of other countries, exceptions that could be granted, and cost of alternative sources of merchandise. It is possible that some of the actions we might take to adapt could increase risk, drive a modification of our operations that might be time-consuming or expensive, or possibly impact pricing on certain items, which could impact our business. Uncertainty remains regarding the continued impact on our direct imports, indirect imports, vendor and competitor pricing, consumer demand, ~~and~~ tariff pass-throughs, ~~remains~~and ~~uncertain~~reciprocal or retaliatory tariffs.

Operating Results as a Percentage of Net Sales

The following table sets forth our consolidated operating results as a percentage of net sales:

	Thirteen Weeks Ended				~~Thirty-Nine Weeks Ended~~
	November 2,2024		October 28,2023			November 2,2024		October 28,2023
	May 3,2025		May 4,2024
Net sales	100.0	%	100.0	%		~~100.0~~	%	~~100.0~~	%
Cost of sales, including buying and occupancy costs	6870.45		6870.90			~~69.3~~		~~69.9~~
Selling, general and administrative expenses	19.54		19.42			~~19.5~~		~~19.5~~
Interest (income) expense, net	(0.32)		(0.34)			~~(0.3)~~		~~(0.3)~~
Income before income taxes*	1210.3	%	1211.01	%		~~11.5~~	%	~~10.9~~	%

*Figures may not foot due to rounding.

Net Sales

Net sales for the quarter ended ~~November~~May 23, ~~2024~~2025 totaled $1413.1 billion, a 65% increase versus ~~third~~first quarter fiscal ~~2024~~2025 net sales of $1312.35 billion. This increase reflects a 3% increase in comp ~~store~~ sales, a 2% increase from non-comp ~~store~~ sales and a 1%neutral ~~positive~~impact from foreign currency ~~exchange rate impact~~. Net sales from our e-commerce sites combined amounted to ~~less~~approximately ~~than~~ 2% of total sales for each of the ~~third~~first quarters of fiscal ~~2025~~2026 and fiscal ~~2024~~2025.

~~Net~~Comp sales increased 3% for the ~~nine~~first ~~months~~quarter ~~ended~~of ~~November 2,~~fiscal ~~2024~~2026 ~~totaled~~and ~~$40.0~~increased ~~billion, a 6~~3% ~~increase versus net sales of $37.8 billion~~ for the first ~~nine~~quarter ~~months~~of fiscal ~~2024~~2025. ~~This~~Both ~~increase~~home ~~reflects a 3% increase in~~ comp ~~store~~ sales, agrowth 3%(as ~~increase~~defined ~~from~~below) ~~non-comp~~and ~~store~~apparel comp sales ~~and~~growth a(as ~~neutral~~defined ~~foreign~~below) ~~currency~~generally ~~exchange~~performed ~~rate~~in ~~impact.~~line ~~Net~~with ~~sales~~the ~~from~~overall ~~our~~comp ~~e-commerce~~sales ~~sites~~increase ~~combined~~for ~~amounted~~the tofirst ~~less~~quarter ~~than~~of 2%fiscal of2026. ~~total~~Comp sales for ~~each of~~ the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 ~~and~~were ~~fiscal~~driven ~~2024~~by an increase in customer transactions.

~~Comp~~As ~~store~~of ~~sales increased~~ May 3%, ~~for~~2025, ~~the~~both ~~third~~our ~~quarter~~store ofcount ~~fiscal 2025~~ and ~~increased~~selling 6%square ~~for~~footage ~~the third quarter of fiscal 2024. Comp store sales~~ increased 3% ~~for~~compared ~~the~~to ~~first nine months of fiscal 2025 and increased 5% for~~ the ~~first~~end ~~nine months~~ of fiscal 2024. While both home comp store sales growth (as defined below) and apparel comp store sales growth (as defined below) were positive, home comp store sales growth outperformed apparel comp store sales growth for both the ~~third quarter and the~~ first ~~nine months of fiscal 2025. Comp store sales for the third~~ quarter oflast ~~fiscal 2025 were driven by an increase in customer transactions, partially offset by a decrease in average basket~~year. ~~Comp store sales for the first nine months of fiscal 2025 were driven by an increase in customer transactions.~~

AsDefinition of ~~November 2,~~Comparable ~~2024, both our store count and selling square footage increased 2% compared to the end of the third quarter last year.~~Sales

~~Definition~~We define comparable sales, or comp sales, to be sales of ~~Comparable~~stores ~~Store~~and ~~Sales~~e-commerce sites that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores or e-commerce sites that are starting their third fiscal year of operation. In any given fiscal year, we calculate comp sales on a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have changed 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 comp sales percentage is immaterial. Starting in fiscal 2026, sales from e-commerce sites are included in comp sales, and the impact of such sales on the consolidated comp sales percentage is immaterial.

WeSales ~~define~~excluded ~~comparable~~from ~~store sales, or~~ comp ~~store~~ sales, ~~to be sales of stores that have been in operation for all or a portion of two consecutive fiscal years, or, in other words, stores that are starting their third fiscal year of operation. We calculate~~ (“non-comp ~~store~~ sales”) onconsist a 52-week basis by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have changed 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 comp store~~ sales ~~percentage is immaterial.~~from:

~~Sales~~–New ~~excluded~~stores ~~from~~or ~~comp~~e-commerce ~~store~~sites ~~sales (“non~~-~~comp~~ ~~store~~stores or sites that have not yet met the comp sales”) ~~consist~~criteria, which represents a substantial majority of ~~sales~~non-comp ~~from:~~sales

–~~New~~Stores ~~stores~~or e-commerce ~~stores~~sites that ~~have~~are ~~not~~closed ~~yet~~permanently ~~met~~or ~~the~~for ~~comp~~an ~~store~~extended ~~sales~~period ~~criteria, which represents a substantial majority~~ of ~~non-comp store sales~~time

~~–Stores~~We ~~that~~determine which stores and e-commerce sites are included in the comp sales calculation at the beginning of a fiscal year, and the classification remains constant throughout that year unless a store or e-commerce site is closed permanently or for an extended period ofduring ~~time~~that fiscal year.

~~–Sales~~Comp ~~from~~sales of our ~~e-commerce~~foreign ~~sites~~segments are calculated on a constant currency basis. We define constant currency basis as translating the current year’s results using the prior year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more appropriate measure of performance.

23Comp sales may be referred to as “same store” sales by other retail companies. The method for calculating comp sales varies across the retail industry; therefore, our measure of comp sales may not be comparable to that of other retail companies. Comparable sales for a category such as home or apparel include sales from merchandise within such category combined across all divisions that fall within the Company’s definition of comparable sales for such period.

We ~~determine~~define ~~which~~customer transactions to be the number of transactions in stores ~~are~~or online included in the comp ~~store~~ sales calculation. atWe ~~the~~define ~~beginning~~average ofticket ato ~~fiscal~~be ~~year, and~~ the ~~classification~~average ~~remains~~retail ~~constant~~price ~~throughout~~of ~~that~~the ~~year~~units ~~unless~~sold. aWe ~~store~~define isaverage ~~closed~~basket ~~permanently~~to orbe ~~for~~the anaverage ~~extended~~dollar ~~period~~value ~~during~~of ~~that fiscal year~~transactions.

~~Comp~~24 store sales of our foreign segments are calculated on a constant currency basis. We define constant currency basis as translating the current year’s results using the prior year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more appropriate measure of 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 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.

Historically, we defined customer traffic to be the number of transactions in stores included in the comp store sales calculation; since the end of fiscal 2024, we refer to this as customer transactions. We define average ticket to be the average retail price of the units sold. We define average basket to be the average dollar value of transactions.

Impact of 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. We specifically refer to “foreign currency” as the impact of translational foreign currency exchange and mark-to-market of inventory derivatives, as 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 local 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 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 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 certain transactions, we refer to it as “transactional foreign 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 and Occupancy Costs

Cost of sales, including buying and occupancy costs, as a percentage of net sales was 6870.45% for the ~~third~~first quarter of fiscal ~~2025~~2026, aan ~~decrease~~increase of 0.5 percentage points compared to 6870.90% for the ~~third~~first quarter of fiscal ~~2024. The decrease in the cost of sales ratio, including buying and occupancy costs, for the third quarter of fiscal~~ 2025 ~~was attributable to higher merchandise margin due to higher markon, partially offset by the unfavorable year-over-year impacts related to the mark-to-market adjustment on inventory hedges~~.

24The increase in the cost of sales ratio, including buying and occupancy costs, for the first quarter of fiscal 2026 was attributable to the unfavorable year-over-year impact related to the mark-to-market adjustments on inventory hedges.

Cost of sales, including buying and occupancy costs, as a percentage of net sales was 69.3% for the first nine months of fiscal 2025, a decrease of 0.6 percentage points compared to 69.9% for the first nine months of fiscal 2024. The decrease in the cost of sales ratio, including buying and occupancy costs, for the first nine months of fiscal 2025 was attributable to higher merchandise margin due to higher markon and lower freight costs, partially offset by higher supply chain costs.

Selling, General and Administrative Expenses

SG&A expenses, as a percentage of net sales, was 19.54% for the ~~third~~first quarter of fiscal ~~2025~~2026, an increase of 0.12 percentage points compared to 19.42% for the ~~third~~first quarter of fiscal ~~2024. The increase in the SG&A ratio for the third quarter of fiscal~~ 2025 ~~was due to incremental store wage and payroll costs, partially offset by the year-over-year benefit from closing HomeGoods’ e-commerce business last year~~.

~~SG&A~~The ~~expenses,~~increase asin ~~a percentage of net sales, was 19.5% for~~ the ~~first nine months of fiscal 2025, flat compared to the first nine months of fiscal 2024. The~~ SG&A ratio ~~was flat~~ for the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 was due to athe ~~favorable~~ year-over-year impact from aan ~~prior~~employee ~~year~~retention credit reserve ~~related~~release ~~to a German COVID program receivable and the year-over-year~~ benefit ~~from closing HomeGoods’ e-commerce business~~ last year, ~~offset~~and by incremental store wage and payroll costs.

Interest (Income) Expense, net

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

	Thirteen Weeks Ended				~~Thirty-Nine Weeks Ended~~
In millions	~~November~~May 23,~~2024~~2025		~~October~~May 284,~~2023~~2024			~~November 2,2024~~		~~October 28,2023~~
Interest expense	$	20	$	2019		$	59	$	63
Capitalized interest	—(2)		(10)			~~(0)~~		~~(3)~~
Interest (income)	(6348)		(6069)			~~(198)~~		~~(176)~~
Interest (income) expense, net	$	(4330)	$	(4150)		$	~~(139)~~	$	~~(116)~~

Interest (income) expense, net ~~increased~~decreased for ~~both~~ the ~~third~~first quarter of fiscal ~~2025~~2026 ~~and first nine months ended November 2, 2024~~ compared to the same ~~periods~~period in fiscal ~~2024~~2025, primarily due to ana ~~increase~~decrease in interest income driven by ~~higher~~a decrease in prevailing rates and a lower average cash ~~balances~~balance.

Provision for Income Taxes

InA ~~2021,~~number ~~the~~of ~~Organization~~countries ~~for~~have ~~Economic~~enacted ~~Co-operation~~legislation ~~and~~to ~~Development~~implement ~~announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining~~ the ~~global~~Organization ~~minimum tax, which calls~~ for ~~the~~Economic ~~taxation~~Cooperation ofand ~~large~~Development’s ~~multinational corporations at a minimum rate of~~ 15%. ~~Subsequently,~~global ~~multiple~~minimum ~~sets of administrative guidance have been issued. Many non-US~~ tax ~~jurisdictions~~regime ~~have either recently enacted legislation to adopt certain components of the~~ (Pillar Two) ~~Model Rules beginning in 2024~~ with ~~the~~effect ~~adoption~~from ofJanuary ~~additional~~1, ~~components in later years or announced their plans to enact legislation in future years~~2024. These ~~rules~~changes did not have a material impact on our ~~financial~~effective ~~statements~~tax ~~for~~rate, ~~the~~results ~~third~~of ~~quarter~~operations or financial position for the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 and are not expected to ~~materially~~have ~~increase~~a ~~our~~significant ~~global~~impact ~~tax costs on our fiscal 2025 financial statements. There remains uncertainty as~~ to the ~~final~~full ~~Pillar~~fiscal ~~Two model rules~~year. We ~~are~~continue ~~continuing~~ to evaluate the impacts of ~~enacted~~proposed ~~legislation~~ and ~~pending~~enacted legislation tofor ~~enact Pillar Two Model Rules in~~ the ~~non-US tax~~ jurisdictions wein ~~operate~~which inTJX operates.

The effective income tax rate was 2523.30% for the ~~third~~first quarter of fiscal ~~2025~~2026 and 2523.0% for the ~~third~~first quarter of fiscal ~~2024. The effective income tax rate was 24.6% for the first nine months of fiscal~~ 2025 ~~and 25~~.5% ~~for~~There ~~the~~were ~~first~~no ~~nine~~significant ~~months~~changes ofto ~~fiscal~~our ~~2024. This increase in the~~ effective income tax rate for the ~~third~~first quarter ~~and the decrease in the effective income tax rate for the first nine months~~ of fiscal ~~2025~~2026 ~~were~~compared ~~primarily due~~ to the ~~impact~~first ofquarter ~~excess tax benefit from share-based compensation and the resolution~~ of ~~various~~fiscal ~~tax matters~~2025.

Net Income and Diluted Earnings Per Share

Net income was $1.30 billion, or $10.1492 per diluted share, and $1.21 billion, or $10.0393 per diluted share, for the ~~third~~first quarter of fiscal ~~2025~~2026 and fiscal ~~2024~~2025, respectively. Foreign currency had a $0.0102 ~~positive~~negative impact on diluted earnings per share for the ~~third~~first quarter of fiscal ~~2025~~2026 and a $0.0201 positive impact on diluted earnings per share for the ~~third~~first quarter of fiscal ~~2024~~2025.

Net income was $3.5 billion, or $3.03 per diluted share, and $3.1 billion, or $2.65 per diluted share, for the first nine months of fiscal 2025 and fiscal 2024, respectively. Foreign currency had a $0.01 positive impact on diluted earnings per share for the first nine months of fiscal 2025 and the first nine month of fiscal 2024.

Segment Information

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

We evaluate the performance of our segments based on “segment profit or loss,” which we define as pre-tax income or loss before general corporate expense and interest (income) expense, 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 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

Marmaxx

	~~Thirteen Weeks Ended~~			Thirteen Weeks Ended			~~Thirty-Nine Weeks Ended~~
U.S. dollars in millions	~~November 2,2024~~			~~October 28,2023~~				~~November~~May 23,~~2024~~2025			~~October~~May 284,~~2023~~2024
Net sales	$	~~8,438~~		$	~~8,107~~			$	248,~~633~~052		$	237,~~376~~750
Segment profit	$	~~1,207~~		$	~~1,134~~			$	31,~~495~~107		$	31,~~246~~097
Segment profit margin	~~14.3~~		%	~~14.0~~		%		1413.27		%	1314.92		%
Comp store sales	2		%	7		%		3		%	7		%
Comp sales								2		%	2		%
Stores in operation at end of period:
TJ Maxx								1,~~331~~338			1,~~317~~322
Marshalls								1,~~219~~234			1,~~196~~201
Sierra								~~109~~123			9097
Total								2,~~659~~695			2,~~603~~620
Selling square footage at end of period (in millions):
TJ Maxx								30			29
Marshalls								27			27
Sierra								12			1
Total								5859			57

Net Sales

Net sales for Marmaxx were $8.41 billion for the ~~third~~first quarter of fiscal ~~2025~~2026, an increase of 4% compared to $87.18 billion for the ~~third~~first quarter of fiscal ~~2024~~2025. This increase in the ~~third~~first quarter reflects a 2% increase from comp ~~store~~ sales and a 2% increase from non-comp ~~store~~ sales.

~~Net~~For ~~sales~~the ~~for~~first ~~Marmaxx~~quarter, ~~were~~the ~~$24.6~~increase ~~billion~~in ~~for~~comp ~~the~~sales ~~first~~was ~~nine~~driven ~~months~~by ofan ~~fiscal~~increase ~~2025,~~in customer transactions and an increase ofin 5%average ~~compared~~basket. toBoth ~~$23.4~~Marmaxx ~~billion~~home ~~for~~and ~~the~~apparel ~~first~~comp ~~nine~~sales ~~months~~growth ofgenerally ~~fiscal~~performed ~~2024.~~in ~~This~~line with the overall comp sales increase infor the first ~~nine~~quarter ~~months~~of ~~reflects~~fiscal a2026. 3%Geographically, ~~increase~~comp ~~from~~sales ~~comp~~growth ~~store~~was ~~sales~~strongest in the West and aSouth 2%regions ~~increase~~for ~~from~~the ~~non-comp~~first ~~store~~quarter ~~sales.~~of fiscal 2026.

For the third quarter, the increase in comp store sales was driven by an increase in customer transactions, partially offset by average basket. For the first nine months of fiscal 2025, the increase in comp store sales was driven by an increase in customer transactions. While both Marmaxx home and apparel comp store sales growth were positive, home comp store sales growth outperformed apparel comp store sales growth for both the third quarter and the first nine months of fiscal 2025. Geographically, comp store sales growth was strongest in the West region for both the third quarter and the first nine months of fiscal 2025.

Segment Profit Margin

Segment profit margin ~~increased~~decreased to 1413.37% for the ~~third~~first quarter of fiscal ~~2025~~2026 compared to 14.02% for the same period last year. The ~~increase~~decrease in segment profit margin for the ~~third~~first quarter of fiscal ~~2025~~2026 was primarily driven by ~~higher~~expense ~~merchandise~~deleverage ~~margin,~~on ~~partially~~occupancy ~~offset by incremental store wage~~ and ~~payroll~~administrative costs and ~~expense~~the ~~deleverage~~year-over-year onimpact ~~occupancy~~from ~~and~~an ~~administrative~~employee ~~costs.~~retention ~~Merchandise~~credit ~~margin~~reserve ~~reflects~~release ~~higher~~benefit ~~markon~~last ~~and lower freight costs~~year.

~~Segment~~Our ~~profit~~Marmaxx ~~margin~~e-commerce ~~increased~~sites, ~~to 14~~tjmaxx.2%com ~~for~~and ~~the first nine months of fiscal 2025 compared to 13~~marshalls.9%com, ~~for~~together ~~the~~with ~~same period last year~~sierra.com, ~~The~~represented ~~increase~~approximately in3% ~~segment~~of ~~profit~~Marmaxx’s ~~margin~~net sales for the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 ~~was~~and ~~primarily~~fiscal ~~driven by higher merchandise margin~~2025, ~~partially offset by incremental store wage~~ and ~~payroll~~did ~~costs~~not ~~and~~have ~~higher~~a ~~supply~~significant ~~chain~~impact ~~costs.~~on ~~Merchandise~~year-over-year segment margin ~~reflects higher markon and lower freight costs~~comparisons.

Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of Marmaxx’s net sales for both the third quarter and first nine months of fiscal 2025 and fiscal 2024, and did not have a significant impact on year-over-year segment margin comparisons.

HomeGoods

	~~Thirteen Weeks Ended~~			Thirteen Weeks Ended			~~Thirty-Nine Weeks Ended~~
U.S. dollars in millions	~~November 2,2024~~			~~October 28,2023~~				~~November~~May 23,~~2024~~2025			~~October~~May 284,~~2023~~2024
Net sales	$	~~2,355~~		$	~~2,208~~			$	62,~~535~~254		$	62,~~185~~079
Segment profit	$	~~290~~		$	~~228~~			$	~~679~~230		$	~~547~~198
Segment profit margin	~~12.3~~		%	~~10.3~~		%		10.42		%	89.85		%
Comp store sales	3		%	9		%		3		%	2		%
Comp sales								4		%	4		%
Stores in operation at end of period:
HomeGoods								~~941~~950			~~914~~922
Homesense								6775			5459
Total								1,~~008~~025			~~968~~981
Selling square footage at end of period (in millions):
HomeGoods								17			17
Homesense								2			1
Total								19			18

Net Sales

Net sales for HomeGoods were $2.43 billion for the ~~third~~first quarter of fiscal ~~2025~~2026, an increase of 78%, compared to $2.21 billion for the ~~third~~first quarter of fiscal ~~2024~~2025. This increase in the ~~third~~first quarter reflects a 4% increase from ~~non-~~comp ~~store~~ sales and a 34% increase from non-comp ~~store~~ sales.

~~Net~~For ~~sales for HomeGoods were $6.5 billion for~~ the first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026, anthe increase ofin ~~6%,~~comp ~~compared~~sales towas ~~$6.2~~driven ~~billion~~by ~~for~~an ~~the first nine months of fiscal 2024. This~~ increase in ~~the~~customer ~~first~~transactions. ~~nine~~Geographically, ~~months~~comp ~~reflects~~sales agrowth 3%was ~~increase~~strongest ~~from~~in ~~comp~~the ~~store~~West ~~sales~~region ~~and~~for athe 3%first ~~increase~~quarter ~~from~~of ~~non-comp~~fiscal ~~store sales~~2026.

For both the third quarter and first nine months of fiscal 2025, the increase in comp store sales was driven by an increase in customer transactions, partially offset by a decrease in average basket. Geographically, comp store sales growth was strongest in the West for the third quarter of fiscal 2025 and in the West and Midwest regions for the first nine months of fiscal 2025.

Segment Profit Margin

Segment profit margin increased to 1210.32% for the ~~third~~first quarter of fiscal ~~2025~~2026 compared to 109.35% for the same period last year. This increase in segment profit margin for the ~~third~~first quarter of fiscal ~~2025~~2026 was primarily driven by lower supply chain costs, partially offset by the year-over-year ~~benefit~~impact from ~~closing~~an ~~HomeGoods’~~employee ~~e-commerce~~retention ~~business~~credit reserve release benefit last year.

Segment profit margin increased to 10.4% for the first nine months of fiscal 2025 compared to 8.8% for the same period last year. This increase in segment profit margin for the first nine months of fiscal 2025 was primarily driven by higher merchandise margin and the year-over-year benefit from closing HomeGoods’ e-commerce business last year, partially offset by incremental store wage and payroll costs. Merchandise margin reflects lower freight costs and higher markon.

FOREIGN SEGMENTS

TJX Canada

	~~Thirteen Weeks Ended~~			Thirteen Weeks Ended			~~Thirty-Nine Weeks Ended~~
U.S. dollars in millions	~~November 2,2024~~			~~October 28,2023~~				~~November~~May 23,~~2024~~2025			~~October~~May 284,~~2023~~2024
Net sales	$	~~1,382~~		$	~~1,317~~			$	31,~~739~~144		$	31,~~578~~113
Segment profit	$	~~209~~		$	~~223~~			$	~~533~~122		$	~~532~~137
Segment profit margin	~~15.1~~		%	~~16.9~~		%		1410.37		%	1412.93		%
Comp store sales	2		%	3		%		3		%	2		%
Comp sales								5		%	4		%
Stores in operation at end of period:
Winners								~~307~~310			~~302~~303
HomeSense								~~160~~161			~~157~~158
Marshalls								~~109~~110			106
Total								~~576~~581			~~565~~567
Selling square footage at end of period (in millions):
Winners								7			7
HomeSense								3			3
Marshalls								2			2
Total								12			12

Net Sales

Net sales for TJX Canada were $1.41 billion for the ~~third~~first quarter of fiscal ~~2025~~2026, an increase of 53%, compared to $1.31 billion for the ~~third~~first quarter of fiscal ~~2024~~2025. This increase in the ~~third~~first quarter reflects a 45% increase in ~~non-~~comp ~~store~~ sales, a 2% increase in non-comp ~~store~~ sales, partially offset by a negative foreign currency ~~exchange rate~~ impact of 14%.

~~Net~~The ~~sales for TJX Canada were $3.7 billion for the first nine months of fiscal 2025, an~~ increase ofin ~~4%,~~comp ~~compared~~sales ~~to $3.6 billion~~ for the first ~~nine~~quarter ~~months~~ of fiscal ~~2024.~~2026 ~~This~~was ~~increase~~driven inby ~~the~~an ~~first nine months reflects a 3%~~ increase in ~~comp~~customer ~~store sales, a 3% increase in non-comp store sales, partially offset by a negative foreign currency exchange rate impact of 2%~~transactions.

The increase in comp store sales for the third quarter of fiscal 2025 was driven by an increase in customer transactions, partially offset by a decrease in average basket. The increase in comp store sales for the first nine months of fiscal 2025 was driven by an increase in customer transactions.

Segment Profit Margin

Segment profit margin decreased to 1510.17% for the ~~third~~first quarter of fiscal ~~2025~~2026 compared to 1612.93% for the same period last year. This decrease for the ~~third~~first quarter of fiscal ~~2025~~2026 was primarily driven by lower merchandise margin, and the unfavorable ~~year-over-year~~ impact ~~related~~of totransactional anforeign ~~insurance claim recovery last year and third-party storage facility exit costs this year~~exchange. Merchandise margin reflects ~~lower~~higher ~~markon~~markdowns and ~~higher~~the ~~freight~~negative ~~costs~~impact asof atransactional ~~result~~foreign ofexchange on the ~~Canada~~cost ~~rail~~of ~~shutdown.~~merchandise within markon.

Segment profit margin decreased to 14.3% for the first nine months of fiscal 2025, compared to 14.9% for the same period last year. This decrease for the first nine months of fiscal 2025 primarily driven by incremental store wage and payroll costs, the unfavorable year-over-year impact related to an insurance claim recovery last year and third-party storage facility exit costs this year. These were partially offset by favorable supply chain costs.

TJX International

	~~Thirteen Weeks Ended~~			Thirteen Weeks Ended			~~Thirty-Nine Weeks Ended~~
U.S. dollars in millions	~~November 2,2024~~			~~October 28,2023~~				~~November~~May 23,~~2024~~2025			~~October~~May 284,~~2023~~2024
Net sales	$	~~1,888~~		$	~~1,633~~			$	51,~~103~~661		$	41,~~667~~537
Segment profit	$	~~137~~		$	88			$	~~271~~72		$	~~158~~61
Segment profit margin	~~7.3~~		%	~~5.4~~		%		54.3		%	3.4.0		%
Comp store sales	7		%	1		%		4		%	3		%
Comp sales								5		%	2		%
Stores in operation at end of period:
TK Maxx								~~653~~662			~~641~~644
Homesense								7774			7978
TK Maxx Australia								84			7882
Total								~~814~~820			~~798~~804
Selling square footage at end of period (in millions):
TK Maxx								13			13
Homesense								1			1
TK Maxx Australia								1			1
Total								15			15

Net Sales

Net sales for TJX International were $1.97 billion for the ~~third~~first quarter of fiscal ~~2025~~2026, an increase of 168%, compared to $1.65 billion for the ~~third~~first quarter of fiscal ~~2024~~2025. This increase in the ~~third~~first quarter reflects a 75% increase in comp ~~store~~ sales, a ~~positive~~2% ~~foreign~~increase ~~currency~~in ~~exchange~~non-comp ~~rate~~sales ~~impact of 5%~~ and a 4%positive ~~increase~~foreign incurrency ~~non-comp~~impact ~~store~~of ~~sales~~1%.

~~Net~~The ~~sales~~increase ~~for~~in ~~TJX~~comp ~~International~~sales ~~were $5.1 billion~~ for the first ~~nine~~quarter ~~months~~was ofdriven ~~fiscal~~by ~~2025,~~ an increase ~~of 9%, compared to $4.7 billion for the first nine months of fiscal 2024. This increase~~ in ~~the~~customer ~~first nine months reflects a 4% increase in comp store sales, a 3% increase in non-comp store sales and a positive foreign currency exchange rate impact of 2%~~transactions.

~~The~~E-commerce ~~increase~~sales inrepresented ~~comp~~approximately ~~store~~4% ~~sales~~of ~~for~~TJX ~~both~~International’s ~~the~~net ~~third~~sales ~~quarter~~for ~~and~~the first ~~nine~~quarter ~~months~~of ~~was~~fiscal ~~driven~~2026 byand anfiscal ~~increase in customer transactions~~2025.

E-commerce sales represented less than 4% of TJX International’s net sales for both the third quarter and first nine months of fiscal 2025 and fiscal 2024.

Segment Profit Margin

Segment profit margin increased to 74.3% for the ~~third~~first quarter of fiscal ~~2025~~2026 compared to 5.4.0% for the same period last year. This increase for the ~~third~~first quarter of fiscal ~~2025~~2026 was primarily due to ~~favorable~~lower ~~occupancy~~administrative costs, ~~the~~and favorable ~~impact~~occupancy ~~of transactional foreign exchange~~costs, ~~and~~partially ~~expense~~offset ~~leverage~~by onincremental ~~the~~store ~~higher~~wage ~~comp~~and ~~store~~payroll ~~sales~~costs.

GENERAL CORPORATE EXPENSE

Segment profit margin increased to 5.3% for the first nine months of fiscal 2025 compared to 3.4% for the same period last year. This increase for the first nine months of fiscal 2025 was due to a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable, higher merchandise margin and favorable occupancy costs, partially offset by incremental store wage. Merchandise margin reflects higher markon and lower markdowns.


	Thirteen Weeks Ended
In millions	May 3, 2025		May 4, 2024
General corporate expense	$	215	$	153

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

The increase in general corporate expense for the first quarter of fiscal 2026 was primarily driven by the unfavorable year-over-year impacts related to the mark-to-market adjustments on inventory hedges and fuel hedges.

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
In millions	November 2,2024		October 28,2023			November 2,2024		October 28,2023
General corporate expense	$	150	$	125		$	523	$	475

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

The increase in general corporate expense for the third quarter of fiscal 2025 was primarily driven by unfavorable year-over-year impacts related to the mark-to-market adjustments on inventory hedges.

The increase in general corporate expense for the first nine months of fiscal 2025 was primarily driven by higher other administrative costs and the unfavorable year-over-year impacts related to the mark-to-market adjustments on inventory hedges and fuel hedges.

ANALYSIS OF FINANCIAL CONDITION

Liquidity and Capital Resources

Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper. As of ~~November~~May 23, ~~2024~~2025, there were no 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 ~~November~~May 23, ~~2024~~2025, as described in Note I—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are adequate to meet our operating needs for the foreseeable future.

As of ~~November~~May 23, ~~2024~~2025, we held $4.73 billion in cash. Approximately $1.72 billion of our cash was held by our foreign subsidiaries with $~~956~~748 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 ~~November~~May 23, ~~2024~~2025. 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. Periodically, we have used, and in the future we may again 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 $~~3.4~~394 ~~billion~~million for the ~~nine~~three months ended ~~November~~May 23, ~~2024~~2025 and ~~net cash inflows of~~ $~~3.3~~737 ~~billion~~million for the ~~nine~~three months ended ~~October~~May 284, ~~2023~~2024.

Operating cash flows ~~increased~~decreased $~~155~~343 million compared to fiscal ~~2024~~2025 primarily due to athe ~~$395~~change ~~million~~in ~~increase~~merchandise ininventories net ~~income,~~of ~~partially~~accounts ~~offset by a $246 million decrease in accrued expenses primarily due to incentive compensation costs~~payable.

Investing Activities

Investing activities resulted in net cash outflows of $~~1.6~~503 ~~billion~~million for the ~~nine~~three months ended ~~November~~May 23, ~~2024~~2025 and $~~1.3~~427 ~~billion~~million for the ~~nine~~three months ended ~~October~~May 284, ~~2023~~2024. The cash outflows for both periods were driven by capital expenditures. ~~In addition, the first nine months of fiscal 2025 includes the purchase of an equity method investment.~~

Capital expenditures in the first ~~nine~~three months of fiscal ~~2025~~2026 primarily reflected 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 ~~2025~~2026 will be approximately $2.01 billion to $2.12 billion.

31We plan to fund these expenditures with our existing cash balances and through internally generated funds.

On June 7, 2024, we announced that we entered into a definitive agreement for a joint venture with Axo to hold a 49% ownership stake in MOS, Axo’s off-price, physical store business in Mexico. We and Axo both expect to make additional future investments in the joint venture to support the expected growth of the business. We have the option to increase our ownership interest in the joint venture over the long term. On September 3, 2024, we completed this investment for $192 million, which includes a purchase price of $179 million and acquisition costs of $13 million.

On August 21, 2024, we announced that we entered into a definitive agreement to make an investment for a 35% ownership stake in privately held BFL, representing a non-controlling, minority position. During the fourth quarter of fiscal 2025, we completed this investment for a purchase price of $344 million.

We funded these expenditures and investments with our existing cash balances and through internally generated funds.

Financing Activities

Financing activities resulted in net cash outflows of $~~2.7~~1 billion for the first ~~nine~~three months of fiscal ~~2025~~2026 and ~~net cash outflows of~~ $~~3.1~~840 ~~billion~~million for the first ~~nine~~three months of fiscal ~~2024~~2025. The cash outflows for both periods were primarily driven by equity repurchases and dividend payments.

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. 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~~613 ~~billion~~million to repurchase and retire 155.41 million shares of our stock in the first ~~nine~~three months of fiscal ~~2025~~2026. ~~During the second quarter of fiscal 2025, we completed stock repurchases representing all of the $1 billion that remained as of February 3, 2024 from the previously announced stock repurchase program.~~ As of ~~November~~May 23, ~~2024~~2025, approximately $~~1.9~~3 billion remained available under our existing stock repurchase ~~program~~programs. We paid $~~1.7~~509 ~~billion~~million to repurchase and retire 205.3 million shares of our stock in the first ~~nine~~three months of fiscal ~~2024~~2025. We currently plan to repurchase approximately $2~~.25~~ billion to $2.5 billion of stock under our stock repurchase programs in fiscal ~~2025~~2026. For further information regarding equity repurchases, see Note D – Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.

Dividends

We declared quarterly dividends on our common stock of $0.~~375~~425 per share for ~~each of~~ the ~~quarters in the~~ first ~~nine~~quarter ~~months~~ of fiscal ~~2025~~2026 and $0.~~3325~~375 per share for ~~each of~~ the ~~quarters in the~~ first ~~nine~~quarter ~~months~~ of fiscal ~~2024~~2025. Cash payments for dividends on our common stock totaled $~~1.2~~424 ~~billion~~million for the first ~~nine~~three months of fiscal ~~2025~~2026 and $~~1.1~~380 ~~billion~~million for the first ~~nine~~three months of fiscal ~~2024~~2025.

CRITICAL ACCOUNTING ESTIMATES

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 February 31, ~~2024~~2025.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

For a discussion of accounting standards, see Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements included in TJX’s Annual Report on Form 10-K for the fiscal year ended February 31, ~~2024~~2025 and Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements”. These forward-looking statements generally can be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "seek," "should," "will," "would," or any variations of these words or other words with similar meanings. These forward-looking statements address various matters that we intend, expect, or believe may occur in the future, including, among others, statements regarding the Company's anticipated operating and financial performance, business plans and prospects, investments, anticipated dividends and share repurchases, the impact of tariff policies, and plans with respect to long-term indebtedness. Each forward-looking statement is inherently subject to risks, uncertainties and potentially inaccurate assumptions that could cause actual results to differ materially from those expressed or implied by such statement. We cannot guarantee that the results and other expectations expressed, anticipated or implied in any forward-looking statement will be realized. 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; management of large size and scale; merchandise sourcing and transport; international trade and tariff policies; data security and maintenance and development of information technology systems; labor costs and workforce challenges; personnel recruitment, training and 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 and annual 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; market instability; severe weather, serious disruptions or catastrophic events; disproportionate impact of disruptions during this fiscal year; commodity availability and pricing; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; 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 Form 10-K filed with the SEC. We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-Q. You are encouraged to read any further disclosures we may make in our future reports to the SEC, available at www.sec.gov, on our website, or otherwise. The forward-looking statements in this report speak only as of the date of this Form 10-Q, and we undertake no obligation to update or revise any of these statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized. Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Item 3. Quantitative and Qualitative Disclosures about Market 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 February 31, ~~2024~~2025.

Item 4. Controls and 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 ~~November~~May 23, ~~2024~~2025 pursuant to Rules 13a-15(b) and 15d-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.

Effective September 30, 2024, we implemented a new treasury management system to simplify and standardize our global treasury process while aimed at enhancing the control environment surrounding the Company's treasury related activities. Except as described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended November 2, 2024 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. 32

33Effective April 2, 2025, we implemented a new human resources (HR) system to simplify and standardize our global HR processes while also enhancing the control environment surrounding the Company’s HR related activities. Except as described above, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended May 3, 2025 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

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

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended February 31, ~~2024~~2025, as filed with the Securities Exchange Commission on April 32, ~~2024~~2025.

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

INFORMATION ON SHARE REPURCHASES

The number of shares of common stock repurchased by TJX during the first quarter of fiscal 2026 and the average price paid per share are as follows:

	TotalNumber of SharesRepurchased(a)	Average Price PaidPer Share(b)		Total Number ofShares Purchased asPart of PubliclyAnnouncedPlans or Programs(a)	Approximate DollarValue of Shares thatMay Yet bePurchased Underthe Plans orPrograms(c)
August 4, 2024 through August 31, 2024	827,558	$	113.71	827,558	$	2,384,700,434
February 2, 2025 through March 1, 2025	832,795	$	124.40	832,795	$	3,471,807,465
September 1, 2024 through October 5, 2024	2,210,950	$	117.51	2,210,950	$	2,124,902,644
March 2, 2025 through April 5, 2025	2,836,056	$	116.96	2,836,056	$	3,140,106,761
October 6, 2024 through November 2, 2024	1,925,050	$	114.59	1,925,050	$	1,904,302,038
April 6, 2025 through May 3, 2025	1,417,897	$	125.63	1,417,897	$	2,961,982,307
Total	45,~~963~~086,~~558~~748			45,~~963~~086,~~558~~748

(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 ~~2024~~2025, we announced that our Board of Directors had approved a new stock repurchase program that authorized the repurchase of up to an additional $2.5 billion of our common stock from time to time. Under this program and previously announced programs, we had approximately $~~1.9~~3 billion available for repurchase as of ~~November~~May 23, ~~2024~~2025.

Item 5. Other Information

During the fiscal quarter ended ~~November~~May 23, ~~2024~~2025, none of our directors or officers adopted, materially 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.

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Item 6. Exhibits

Incorporate by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing Date

3.1

By-laws as amended and restated through September 18, 2024

8-K

3.1

9/23/2024

10.1

First Amendment to 2029 Amended and Restated Revolving Credit Agreement, dated as of May 9, 2025, among the Company, U.S. Bank, as administrative agent, the lenders party thereto, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., Deutsche Bank Securities, Inc., and JPMorgan Chase Bank, N.A., as co-documentation agents.*

8-K

10.1

5/9/2025

10.2

Second Amendment to 2030 Revolving Credit Agreement, dated as of May 9, 2025, among the Company, U.S. Bank, as administrative agent, swingline lender and a letter of credit issuer, the lenders party thereto, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents and letter of credit issuers, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as co-documentation agents and letter of credit issuers, Deutsche Bank Securities, Inc., as a co-documentation agent and Deutsche Bank AG New York Branch, as a letter of credit issuer.*

8-K

10.2

5/9/2025

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 Form 10-Q for the quarter ended ~~November~~May 23, ~~2024~~2025, 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 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 ~~November~~May 23, ~~2024~~2025, formatted in Inline XBRL (included in Exhibit 101)

* Schedules and certain portions of this exhibit are omitted pursuant to Item 601 of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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: December 4, 2024

Date: May 30, 2025

/s/ John Klinger

John Klinger, Chief Financial Officer

(Principal Financial and Accounting Officer)

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