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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,DC 20549FORM 10-Q(mark one)Quarterly Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the quarterly period ended August 3,2024 ORTransition Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of

2、 1934For 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,Massachu

3、setts 01701(Address of principal executive offices)(Zip Code)(508)390-1000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of each exchange on which registeredCommon Stock,par value$1.00 per shareTJXN

4、ew York Stock ExchangeIndicate 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 bee

5、n 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

6、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 file

7、r,”“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

8、 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 numb

9、er of shares of registrants common stock outstanding as of August 23,2024:1,127,872,845 The TJX Companies,Inc.TABLE OF CONTENTSITEM 1.Consolidated Financial Statements3Consolidated Statements of Income3Consolidated Statements of Comprehensive Income4Consolidated Balance Sheets5Consolidated Statement

10、s of Cash Flows6Consolidated Statements of Shareholders Equity7Notes To Consolidated Financial Statements9ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations21ITEM 3.Quantitative and Qualitative Disclosures about Market Risk31ITEM 4.Controls and Procedures31PA

11、RT IIITEM 1.Legal Proceedings31ITEM 1A.Risk Factors32ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds32ITEM 5.Other Information32ITEM 6.Exhibits32SIGNATURE33PART I2PART I-FINANCIAL INFORMATIONItem 1.Consolidated Financial StatementsTHE TJX COMPANIES,INC.CONSOLIDATED STATEMENTS OF I

12、NCOME(UNAUDITED)IN MILLIONS EXCEPT PER SHARE AMOUNTS Thirteen Weeks EndedTwenty-Six Weeks Ended August 3,2024July 29,2023August 3,2024July 29,2023Net sales$13,468$12,758$25,947$24,541 Cost of sales,including buying and occupancy costs 9,380 8,910 18,119 17,284 Selling,general and administrative expe

13、nses 2,666 2,559 5,066 4,797 Interest(income)expense,net(46)(38)(96)(75)Income before income taxes 1,468 1,327 2,858 2,535 Provision for income taxes 369 338 689 655 Net income$1,099$989$2,169$1,880 Basic earnings per share$0.97$0.86$1.92$1.63 Weighted average common shares basic 1,130 1,148 1,131 1

14、,151 Diluted earnings per share$0.96$0.85$1.89$1.62 Weighted average common shares diluted 1,144 1,161 1,145 1,163 The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.3THE TJX COMPANIES,INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)IN MILLIO

15、NS Thirteen Weeks Ended August 3,2024July 29,2023Net income$1,099$989 Additions to other comprehensive income,net of tax:Foreign currency translation adjustments,net of related tax benefit of$2 in fiscal 2025 and tax provision of$1 in fiscal 2024 18 40 Reclassifications from other comprehensive inco

16、me,net of tax,to net income:Amortization of prior service cost and deferred gains/(losses),net of related tax benefit of$0.0 in fiscal 2025 and tax provision of$0.1 in fiscal 2024(0)1 Other comprehensive income,net of tax 18 41 Total comprehensive income$1,117$1,030 Twenty-Six Weeks EndedAugust 3,20

17、24July 29,2023Net income$2,169$1,880 Additions to other comprehensive(loss)income,net of tax:Foreign currency translation adjustments,net of related tax benefit of$2 in fiscal 2025 and tax provision of$0.4 in fiscal 2024 (0)54 Reclassifications from other comprehensive(loss)income,net of tax,to net

18、income:Amortization of prior service cost and deferred gains/(losses),net of related tax benefit of$0.0 in fiscal 2025 and tax provision of$0.2 in fiscal 2024(0)1 Other comprehensive(loss)income,net of tax(0)55 Total comprehensive income$2,169$1,935 The accompanying notes are an integral part of the

19、 unaudited Consolidated Financial Statements.4THE TJX COMPANIES,INC.CONSOLIDATED BALANCE SHEETS(UNAUDITED)IN MILLIONS,EXCEPT SHARE AMOUNTS August 3,2024February 3,2024July 29,2023AssetsCurrent assets:Cash and cash equivalents$5,250$5,600$4,550 Accounts receivable,net 521 529 548 Merchandise inventor

20、ies 6,470 5,965 6,585 Prepaid expenses and other current assets 536 511 507 Federal,state and foreign income taxes recoverable 113 59 148 Total current assets 12,890 12,664 12,338 Net property at cost 6,968 6,571 6,166 Non-current deferred income taxes,net 147 172 149 Operating lease right of use as

21、sets 9,513 9,396 9,406 Goodwill 95 95 95 Other assets 942 849 768 Total assets$30,555$29,747$28,922 LiabilitiesCurrent liabilities:Accounts payable$4,503$3,862$4,438 Accrued expenses and other current liabilities 4,458 4,870 4,244 Current portion of operating lease liabilities 1,621 1,620 1,618 Fede

22、ral,state and foreign income taxes payable 39 99 17 Total current liabilities 10,621 10,451 10,317 Other long-term liabilities 960 924 915 Non-current deferred income taxes,net 162 148 132 Long-term operating lease liabilities 8,166 8,060 8,089 Long-term debt 2,864 2,862 2,861 Commitments and contin

23、gencies(See Note K)Shareholders equityPreferred 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 1,127,978,175;1,133,586,545 and 1,144,948,031 respectively 1,128 1,134 1,145 Additional paid-in capital Accum

24、ulated other comprehensive(loss)income(532)(532)(551)Retained earnings 7,186 6,700 6,014 Total shareholders equity 7,782 7,302 6,608 Total liabilities and shareholders equity$30,555$29,747$28,922 The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.5THE TJX

25、COMPANIES,INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)IN MILLIONS Twenty-Six Weeks Ended August 3,2024July 29,2023Cash flows from operating activities:Net income$2,169$1,880 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization 529 467

26、 Loss on property disposals and impairment charges 2 21 Deferred income tax provision 43 16 Share-based compensation 84 70 Changes in assets and liabilities:Decrease in accounts receivable 8 19(Increase)in merchandise inventories(512)(734)(Increase)in income taxes recoverable(54)(28)(Increase)in pre

27、paid expenses and other current assets(22)(34)Increase in accounts payable 648 619(Decrease)in accrued expenses and other liabilities(388)(170)(Decrease)in income taxes payable(61)(36)(Decrease)increase in net operating lease liabilities(11)0 Other,net(69)(4)Net cash provided by operating activities

28、 2,366 2,086 Cash flows from investing activities:Property additions(982)(820)Purchases of investments(23)(17)Sales and maturities of investments 15 18 Net cash(used in)investing activities(990)(819)Cash flows from financing activities:Repayment of debt (500)Payments for repurchase of common stock(1

29、,068)(1,041)Cash dividends paid(803)(725)Proceeds from issuance of common stock 191 81 Other(42)(29)Net cash(used in)financing activities(1,722)(2,214)Effect of exchange rate changes on cash(4)20 Net(decrease)in cash and cash equivalents(350)(927)Cash and cash equivalents at beginning of year 5,600

30、5,477 Cash and cash equivalents at end of period$5,250$4,550 The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.6 THE TJX COMPANIES,INC.CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY(UNAUDITED)IN MILLIONSThirteen Weeks Ended Common Stock SharesPar Value$1A

31、dditional Paid-InCapitalAccumulated Other Comprehensive(Loss)Income RetainedEarningsTotalBalance,May 4,2024 1,131$1,131$(550)$6,921$7,502 Net income 1,099 1,099 Other comprehensive income,net of tax 18 18 Cash dividends declared on common stock (423)(423)Recognition of share-based compensation 46 46

32、 Issuance of common stock under stock incentive plan and related tax effect 2 2 99 101 Common stock repurchased(5)(5)(145)(411)(561)Balance,August 3,2024 1,128$1,128$(532)$7,186$7,782 Thirteen Weeks EndedCommon Stock SharesPar Value$1Additional Paid-InCapitalAccumulated Other Comprehensive(Loss)Inco

33、me RetainedEarningsTotalBalance,April 29,2023 1,150$1,150$(592)$5,864$6,422 Net income 989 989 Other comprehensive income,net of tax 41 41 Cash dividends declared on common stock (381)(381)Recognition of share-based compensation 36 36 Issuance of common stock under stock incentive plan and related t

34、ax effect22 54 (1)55 Common stock repurchased(7)(7)(90)(457)(554)Balance,July,29,2023 1,145$1,145$(551)$6,014$6,608 The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.7THE TJX COMPANIES,INC.CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY(UNAUDITED)IN MILLIO

35、NSTwenty-Six Weeks Ended Common Stock SharesPar Value$1Additional Paid-InCapitalAccumulated Other Comprehensive(Loss)IncomeRetainedEarningsTotalBalance,February 3,2024 1,134$1,134$(532)$6,700$7,302 Net income 2,169 2,169 Other comprehensive(loss),net of tax (0)(0)Cash dividends declared on common st

36、ock (849)(849)Recognition of share-based compensation 84 84 Issuance of common stock under stock incentive plan and related tax effect 4 4 145 149 Common stock repurchased(10)(10)(229)(834)(1,073)Balance,August 3,2024 1,128$1,128$(532)$7,186$7,782 Twenty-Six Weeks EndedCommon Stock SharesPar Value$1

37、Additional Paid-InCapitalAccumulated Other Comprehensive(Loss)IncomeRetainedEarningsTotalBalance,January 28,2023 1,155$1,155$(606)$5,815$6,364 Net income 1,880 1,880 Other comprehensive income,net of tax 55 55 Cash dividends declared on common stock (764)(764)Recognition of share-based compensation

38、70 70 Issuance of common stock under stock incentive plan and related tax effect 3 3 51 (1)53 Common stock repurchased(13)(13)(121)(916)(1,050)Balance,July,29,2023 1,145$1,145$(551)$6,014$6,608 The accompanying notes are an integral part of the unaudited Consolidated Financial Statements.8THE TJX CO

39、MPANIES,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote A.Basis of Presentation and Summary of Significant Accounting Policies Basis of PresentationThe Consolidated Financial Statements and Notes thereto have been prepared in accordance with accounting principles generally accepted in the United

40、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

41、or activity,considered necessary by The TJX Companies,Inc.(together with its subsidiaries,“TJX”)for a fair statement of its Consolidated Financial Statements for the periods reported,all in conformity with GAAP consistently applied.The Consolidated Financial Statements and Notes thereto should be re

42、ad in conjunction with the audited Consolidated Financial Statements,including the related notes,contained in TJXs Annual Report on Form 10-K for the fiscal year ended February 3,2024(“fiscal 2024”).These interim results are not necessarily indicative of results for the full fiscal year.TJXs busines

43、s,in common with the businesses of retailers generally,is subject to seasonal influences,with higher levels of sales and income generally realized in the second half of the year.The February 3,2024 balance sheet data was derived from audited Consolidated Financial Statements and does not include all

44、 disclosures required by GAAP.Fiscal YearTJXs fiscal year ends on the Saturday nearest to the last day of January of each year.The current fiscal year ends February 1,2025(“fiscal 2025”)and is a 52-week fiscal year.Fiscal 2024 was a 53-week fiscal year.“Fiscal 2026”will be a 52-week fiscal year and

45、will end January 31,2026.Use of EstimatesThe 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 a

46、s 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 j

47、udgments.Actual amounts could differ from these estimates,and such differences could be material.Deferred Gift Card RevenueThe following table presents deferred gift card revenue activity:In millionsAugust 3,2024July 29,2023Balance,beginning of year$773$721 Deferred revenue 889 858 Effect of exchang

48、e rates changes on deferred revenue(2)1 Revenue recognized(940)(916)Balance,end of period$720$664 TJX recognized$485 million in gift card revenue for the three months ended August 3,2024 and$472 million for the three months ended July 29,2023.Gift cards are combined in one homogeneous pool and are n

49、ot 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.LeasesSupplemental cash flow information related to leases is as follows:Twenty-Six

50、Weeks EndedIn millionsAugust 3,2024July 29,2023Operating cash flows paid for operating leases$1,046$999 Lease liabilities arising from obtaining right of use assets$1,001$1,148 9Future Adoption of New Accounting Standards From time to time,the Financial Accounting Standards Board(“FASB”)or other sta

51、ndard 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 ap

52、ply 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 DisclosuresIn November 2023,the FASB issued guidance related to improvements to reportable segment disclosures.The new st

53、andard 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 interi

54、m 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 DisclosuresIn December 2023,the

55、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 ef

56、fective 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.SEC Rule ChangesIn March 2024,the

57、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

58、 legal challenges.The Company is currently evaluating the potential impact of these rules on its Consolidated Financial Statements and,subject to such new rules taking effect,are expected to result in additional disclosures.Note B.Property at Cost The following table presents the components of prope

59、rty at cost:In millionsAugust 3,2024February 3,2024July 29,2023Land and buildings$2,400$2,179$2,086 Leasehold costs and improvements 4,539 4,306 4,147 Furniture,fixtures and equipment 8,425 8,134 7,797 Total property at cost$15,364$14,619$14,030 Less:accumulated depreciation and amortization 8,396 8

60、,048 7,864 Net property at cost$6,968$6,571$6,166 Depreciation expense was$264 million for the three months ended August 3,2024 and$234 million for the three months ended July 29,2023.Depreciation expense was$527 million for the six months ended August 3,2024 and$464 million for the six months ended

61、 July 29,2023.Non-cash investing activities consist of accrued capital additions of$186 million and$192 million as of the periods ended August 3,2024 and July 29,2023,respectively.10Note C.Accumulated Other Comprehensive(Loss)Income Amounts included in Accumulated other comprehensive(loss)income are

62、 recorded net of taxes.The following table details the changes in Accumulated other comprehensive(loss)income for the twelve months ended February 3,2024 and the six months ended August 3,2024:In millions and net of immaterial taxesForeignCurrencyTranslationDeferredBenefitCostsAccumulatedOtherCompre

63、hensive(Loss)IncomeBalance,January 28,2023$(544)$(62)$(606)Additions to other comprehensive(loss):Foreign currency translation adjustments,net of taxes 30 30 Recognition of net gains on benefit obligations,net of taxes 43 43 Reclassifications from other comprehensive(loss)to net income:Amortization

64、of prior service cost and deferred gains,net of taxes 1 1 Balance,February 3,2024$(514)$(18)$(532)Additions to other comprehensive(loss):Foreign currency translation adjustments,net of taxes(0)(0)Reclassifications from other comprehensive(loss)to net income:Amortization of prior service cost and def

65、erred(losses),net of taxes (0)(0)Balance,August 3,2024$(514)$(18)$(532)Note D.Capital Stock and Earnings Per Share Capital StockIn February 2024,the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional$2.5 bil

66、lion of TJX common stock from time to time.Under this program,TJX had approximately$2.5 billion available for repurchase as of August 3,2024.During the second quarter of fiscal 2025,the Company completed stock repurchases representing all of the$1 billion that remained as of February 3,2024 from the

67、 previously announced stock repurchase program.The following table provides share repurchases,excluding applicable excise tax:Thirteen Weeks EndedTwenty-Six Weeks EndedIn millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Total number of shares repurchased and retired 5.1 6.7 10.4 13.2 Total

68、cost(a)$559$550$1,068$1,050(a)Prior year amounts are recast to conform with current year presentation and exclude applicable excise tax.All shares repurchased under the stock repurchase programs have been retired.These expenditures were funded by cash generated from operations.11Earnings Per ShareTh

69、e following table presents the calculation of basic and diluted earnings per share:Thirteen Weeks EndedTwenty-Six Weeks EndedAmounts in millions,except per share amountsAugust 3,2024July 29,2023August 3,2024July 29,2023Basic earnings per share:Net income$1,099$989$2,169$1,880 Weighted average common

70、 shares outstanding for basic earnings per share calculation 1,130 1,148 1,131 1,151 Basic earnings per share$0.97$0.86$1.92$1.63 Diluted earnings per share:Net income$1,099$989$2,169$1,880 Weighted average common shares outstanding for basic earnings per share calculation 1,130 1,148 1,131 1,151 As

71、sumed exercise/vesting of stock options and awards 14 13 14 12 Weighted average common shares outstanding for diluted earnings per share calculation 1,144 1,161 1,145 1,163 Diluted earnings per share$0.96$0.85$1.89$1.62 Cash dividends declared per share$0.375$0.3325$0.75$0.665 The weighted average c

72、ommon 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 TJXs common stock for the related fiscal periods.Such options are excluded because they would have an anti

73、dilutive effect.There were 5 million options excluded for the thirteen weeks and twenty-six weeks ended August 3,2024,respectively.There were no such options excluded for the thirteen weeks and twenty-six weeks ended July 29,2023.Note E.Financial InstrumentsAs a result of its operating and financing

74、 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 TJXs operating results and financial position.TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fue

75、l 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

76、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 th

77、e 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 o

78、ther 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 Fu

79、el ContractsTJX hedges portions of its estimated notional diesel fuel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJXs inventory.Independent freight carriers transporting TJXs inventory charge TJX a mileage surcharge based on the price o

80、f diesel fuel.The hedge agreements are designed to mitigate the volatility of diesel fuel pricing,and the resulting per mile surcharges payable by TJX,by setting a fixed price per gallon for the period being hedged.During fiscal 2024,TJX entered into agreements to hedge a portion of its estimated no

81、tional diesel fuel requirements for fiscal 2025,and during the first six months of fiscal 2025,TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for the first six months of fiscal 2026.The hedge agreements outstanding at August 3,2024 relate to approxi

82、mately 50%of TJXs estimated notional diesel fuel requirements for the remainder of fiscal 2025 and the first six months of fiscal 2026.These diesel fuel hedge agreements will settle throughout fiscal 2025 and throughout the first seven months of fiscal 2026.Upon settlement,the realized gains and los

83、ses 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.12Foreign Currency ContractsTJX enters into forward foreign currency exchange contracts to obta

84、in economic hedges on portions of merchandise purchases made and anticipated to be made by the Companys operations in currencies other than their respective functional currencies.The contracts outstanding at August 3,2024 cover merchandise purchases the Company is committed to over the next several

85、months in fiscal 2025.Additionally,TJXs operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the U.K.Merchandise is purchased centrally in the U.K.and then shipped and billed to the retail entities in other countries.This intercompan

86、y billing to TJXs 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

87、 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

88、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 of

89、fset 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 TJXs derivative financ

90、ial instruments,related fair value and balance sheet classification at August 3,2024:In millionsPayReceiveBlendedContractRateBalance SheetLocationCurrentAssetU.S.$Current(Liability)U.S.$Net FairValue inU.S.$atAugust 3,2024Fair value hedges:Intercompany balances,primarily debt:78 67 0.8546 Prepaid Ex

91、p/(Accrued Exp)$0.3$(0.7)$(0.4)A$210 U.S.$139 0.6637 Prepaid Exp 2.2 2.2 U.S.$70 55 0.7898 Prepaid Exp 0.7 0.7 100 U.S.$127 1.2712 Prepaid Exp/(Accrued Exp)0.5 (1.6)(1.1)200 U.S.$219 1.0949 Prepaid Exp/(Accrued Exp)0.6 (1.3)(0.7)Economic hedges for which hedge accounting was not elected:Diesel fuel

92、contractsFixed on3.1M 4.2Mgal per monthFloat on3.1M 4.2Mgal per monthN/A(Accrued Exp)(15.6)(15.6)Intercompany billings in TJX International,primarily merchandise:157 132 0.8408(Accrued Exp)(2.4)(2.4)Merchandise purchase commitments:C$899 U.S.$660 0.7340 Prepaid Exp 10.5 10.5 C$33 22 0.6745 Prepaid E

93、xp 0.5 0.5 434 U.S.$551 1.2704 Prepaid Exp/(Accrued Exp)0.8 (5.8)(5.0)z 554 109 0.1970 Prepaid Exp/(Accrued Exp)0.2 (1.1)(0.9)A$120 U.S.$80 0.6677 Prepaid Exp 1.8 1.8 U.S.$136 125 0.9200 Prepaid Exp/(Accrued Exp)1.0 (0.1)0.9 Total fair value of derivative financial instruments$19.1$(28.6)$(9.5)13The

94、 following is a summary of TJXs derivative financial instruments,related fair value and balance sheet classification at February 3,2024:In millionsPayReceiveBlendedContractRateBalance SheetLocationCurrentAssetU.S.$Current(Liability)U.S.$Net FairValue inU.S.$atFebruary 3,2024Fair value hedges:Interco

95、mpany balances,primarily debt:78 67 0.8622 Prepaid Exp/(Accrued Exp)$0.1$(0.1)$0.0 A$140 U.S.$95 0.6751 Prepaid Exp 2.7 2.7 U.S.$70 55 0.7898(Accrued Exp)(0.2)(0.2)100 U.S.$127 1.2727 Prepaid Exp 0.8 0.8 200 U.S.$219 1.0969 Prepaid Exp/(Accrued Exp)3.0 (0.3)2.7 Economic hedges for which hedge accoun

96、ting was not elected:Diesel fuel contractsFixed on3.0M 3.8Mgal per monthFloat on3.0M 3.8Mgal per monthN/A(Accrued Exp)(7.2)(7.2)Intercompany billings in TJX International,primarily merchandise:130 112 0.8604 Prepaid Exp 0.9 0.9 Merchandise purchase commitments:C$668 U.S.$495 0.7408 Prepaid Exp/(Accr

97、ued Exp)1.4 (3.6)(2.2)C$29 20 0.6797(Accrued Exp)(0.3)(0.3)353 U.S.$443 1.2549 Prepaid Exp/(Accrued Exp)1.5 (5.0)(3.5)z 508 98 0.1930 Prepaid Exp/(Accrued Exp)0.0 (3.1)(3.1)A$82 U.S.$55 0.6620 Prepaid Exp/(Accrued Exp)0.8 (0.1)0.7 U.S.$109 100 0.9191 Prepaid Exp/(Accrued Exp)0.3 (1.0)(0.7)Total fair

98、 value of derivative financial instruments$11.5$(20.9)$(9.4)14The following is a summary of TJXs derivative financial instruments,related fair value and balance sheet classification at July 29,2023:In millionsPayReceiveBlendedContractRateBalance SheetLocationCurrentAssetU.S.$Current(Liability)U.S.$N

99、et Fair Value in U.S.$at July 29,2023Fair value hedges:Intercompany balances,primarily debt:60 52 0.8738 Prepaid Exp$0.6$0.6 A$162 U.S.$112 0.6926 Prepaid Exp 3.5 3.5 U.S.$69 55 0.8010 Prepaid Exp 2.0 2.0 200 U.S.$244 1.2191(Accrued Exp)(13.4)(13.4)200 U.S.$219 1.0964 Prepaid Exp/(Accrued Exp)0.3 (3

100、.3)(3.0)Economic hedges for which hedge accounting was not elected:Diesel fuel contractsFixed on3.0M 3.8Mgal per month Float on3.0M 3.8Mgal per monthN/A(Accrued Exp)(2.0)(2.0)Intercompany billings in TJX International,primarily merchandise:107 91 0.8526(Accrued Exp)(0.8)(0.8)Merchandise purchase com

101、mitments:C$876 U.S.$655 0.7473 Prepaid Exp/(Accrued Exp)0.2 (9.0)(8.8)C$28 19 0.6799 Prepaid Exp/(Accrued Exp)0.1 (0.3)(0.2)376 U.S.$468 1.2462 Prepaid Exp/(Accrued Exp)0.5 (15.5)(15.0)z 605 114 0.1878(Accrued Exp)(4.4)(4.4)A$96 U.S.$65 0.6810 Prepaid Exp 1.3 1.3 U.S.$110 101 0.9139 Prepaid Exp/(Acc

102、rued Exp)1.3 (0.3)1.0 Total fair value of derivative financial instruments$9.8$(49.0)$(39.2)The impact of derivative financial instruments on the Consolidated Statements of Income is presented below:Amount of(Loss)Gain Recognizedin Income by Derivative Location of(Loss)Gain Recognized in Income byDe

103、rivativeThirteen Weeks EndedTwenty-Six Weeks EndedIn millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Fair value hedges:Intercompany balances,primarily debtSelling,general and administrative expenses$(0)$(3)$1$3 Economic hedges for which hedge accounting was not elected:Diesel fuel contract

104、sCost of sales,including buying and occupancy costs(11)10 (16)(8)Intercompany billings in TJX International,primarily merchandiseCost of sales,including buying and occupancy costs 1 4 1 4 Merchandise purchase commitmentsCost of sales,including buying and occupancy costs 3 (30)14 (22)(Loss)gain recog

105、nized in income$(7)$(19)$0$(23)15Note 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

106、measure fair value are generally classified into the following hierarchy:Level 1:Unadjusted quoted prices in active markets for identical assets or liabilitiesLevel 2:Unadjusted quoted prices in active markets for similar assets or liabilities,or unadjusted quoted prices for identical or similar ass

107、ets or liabilities in markets that are not active,or inputs other than quoted prices that are observable for the asset or liabilityLevel 3:Unobservable inputs for the asset or liabilityThe following table sets forth TJXs financial assets and liabilities that are accounted for at fair value on a recu

108、rring basis:In millionsAugust 3,2024February 3,2024July 29,2023Level 1Assets:Executive Savings Plan investments$453.1$405.7$394.8 Level 2Assets:Foreign currency exchange contracts$19.1$11.5$9.8 Liabilities:Foreign currency exchange contracts$13.0$13.7$47.0 Diesel fuel contracts 15.6 7.2 2.0 Investme

109、nts 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 obser

110、vable 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

111、 of the methods used in pricing.As such,these instruments are classified within Level 2.The fair value of TJXs 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

112、considered to be Level 2 inputs.These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJXs ability to settle these obligations.The following table summarizes the carrying value and fair value estimates of our components of long-term de

113、bt:August 3,2024February 3,2024July 29,2023In MillionsCarrying ValueFair ValueCarrying ValueFair ValueCarrying ValueFair ValueLevel 2Long-term debt$2,864$2,676$2,862$2,630$2,861$2,590 For additional information on long-term debt,see Note ILong-Term Debt and Credit Lines.TJXs cash equivalents are sta

114、ted at cost,which approximates fair value due to the short maturities of these instruments.Certain assets and liabilities are measured at fair value on a nonrecurring basis,whereas the majority of assets and liabilities are not measured at fair value on an ongoing basis,but are subject to fair value

115、 adjustments in certain circumstances,such as when there is evidence of an impairment.For the periods ended August 3,2024,February 3,2024 and July 29,2023,the Company did not record any material impairments to long-lived assets.16Note G.Segment Information TJX operates four main business segments.In

116、 the United States,the Marmaxx segment operates TJ Maxx,Marshalls, and 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.de,and tkmaxx.at in Europe a

117、nd TK Maxx in Australia.In addition to the Companys four main business segments,Sierra operates retail stores and in the U.S.The results of Sierra are included in the Marmaxx segment.All of TJXs stores,with the exception of HomeGoods and HomeSense/Homesense,sell family apparel and home fashions.Home

118、Goods and HomeSense/Homesense offer home fashions.TJX evaluates the performance of its segments based on“segment profit or loss,”which it defines as pre-tax income or loss before general corporate expense,interest(income)expense,net and certain separately disclosed unusual or infrequent items.“Segme

119、nt 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 TJXs performance or as a measure of liquidity.Pr

120、esented below is financial information with respect to TJXs business segments:Thirteen Weeks EndedTwenty-Six Weeks EndedIn millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Net sales:In the United States:Marmaxx$8,445$7,903$16,195$15,269 HomeGoods 2,101 2,011 4,180 3,977 TJX Canada 1,244 1,2

121、23 2,357 2,261 TJX International 1,678 1,621 3,215 3,034 Total net sales$13,468$12,758$25,947$24,541 Segment profit:In the United States:Marmaxx$1,191$1,084$2,288$2,112 HomeGoods 191 175 389 319 TJX Canada 187 192 324 309 TJX International 73 32 134 70 Total segment profit 1,642 1,483 3,135 2,810 Ge

122、neral corporate expense 220 194 373 350 Interest(income)expense,net(46)(38)(96)(75)Income before income taxes$1,468$1,327$2,858$2,535 17Note H.Pension Plans and Other Retirement Benefits Presented below is financial information relating to TJXs funded defined benefit pension plan(“qualified pension

123、plan”or“funded plan”)and its unfunded supplemental pension plan(“unfunded plan”)for the periods shown:Funded PlanUnfunded Plan Thirteen Weeks EndedThirteen Weeks EndedIn millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Service cost$9$9$0$0 Interest cost 18 18 2 2 Expected return on plan ass

124、ets(20)(20)Amortization of net actuarial loss and prior service cost/(credit)(1)0 1 1 Total expense$6$7$3$3 Funded PlanUnfunded PlanTwenty-Six Weeks EndedTwenty-Six Weeks EndedIn millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Service cost$16$17$1$1 Interest cost 36 36 3 3 Expected return

125、on plan assets(39)(40)Amortization of net actuarial loss and prior service cost/(credit)(1)0 1 1 Total expense$12$13$5$5 TJXs 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 pu

126、rsuant to the Internal Revenue Code section 430)or such other amount as is sufficient to avoid restrictions with respect to the funding of nonqualified plans under the Internal Revenue Code.The Company does not anticipate any required funding in fiscal 2025 for the funded plan.The Company anticipate

127、s making contributions of$11 million to provide current benefits coming due under the unfunded plan in fiscal 2025.The amounts included in Amortization of net actuarial loss and prior service cost in the table above have been reclassified in their entirety from Accumulated other comprehensive(loss)i

128、ncome to the Consolidated Statements of Income,net of related tax effects,for the periods presented.18Note I.Long-Term Debt and Credit Lines The table below presents long-term debt as of August 3,2024,February 3,2024 and July 29,2023.All amounts are net of unamortized debt discounts.In millions and

129、net of immaterial unamortized debt discountsAugust 3,2024February 3,2024July 29,2023General 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 15,20

130、28(effective interest rate of 1.18%after reduction of unamortized debt discount)500 499 499 3.875%senior unsecured notes,maturing April 15,2030(effective interest rate of 3.89%after reduction of unamortized debt discount)496 496 496 1.600%senior unsecured notes,maturing May 15,2031(effective interes

131、t 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 2,876 Debt issuance costs(13)(14)(15)Long-term debt$2,864$2,862$

132、2,861 Credit FacilitiesThe Company has two TJX revolving credit facilities,a$1 billion senior unsecured revolving credit facility maturing in June 2026(the“2026 Revolving Credit Facility”)and a$500 million revolving credit facility that was set to mature in May 2024(the“2024 Revolving Credit Facilit

133、y”).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(“A

134、djusted 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 ca

135、se,based on the Companys 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 May 8,2023,the Company amended its 2026 Revolving Credit Facility to replace the LIBOR with Adjusted Te

136、rm SOFR.Term SOFR borrowings under the 2026 Revolving Credit Facility,as amended,bear interest at the Adjusted Term SOFR plus a variable margin based on the Companys long-term debt ratings.All other material terms and conditions of the 2026 Revolving Credit Facility were unchanged.Under these credit

137、 facilities,the Company has maintained a borrowing capacity of$1.5 billion.As of August 3,2024,February 3,2024 and July 29,2023,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

138、 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.In addition,as of August 3,2024,February 3,

139、2024 and July 29,2023,TJX Canada had two credit lines,a C$10 million facility for operating expenses and a C$10 million letter of credit facility.As of August 3,2024,February 3,2024 and July 29,2023,and during the quarters and year then ended,there were no amounts outstanding on the Canadian credit

140、line for operating expenses.As of August 3,2024,February 3,2024 and July 29,2023,the Companys European business at TJX International had a credit line of 5 million.As of August 3,2024,February 3,2024 and July 29,2023,and during the quarters and year then ended,there were no amounts outstanding on th

141、e European credit line.19Note J.Income Taxes In 2021,the Organization for Economic Co-operation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax,which calls for the taxation of large multinational co

142、rporations at a minimum rate of 15%.Subsequently multiple sets of administrative guidance have been issued.Many non-US tax jurisdictions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in

143、later years or announced their plans to enact legislation in future years.Considering we do not have material operations in jurisdictions with tax rates lower than the Pillar Two minimum,these rules did not have a material impact on our financial statements for the second quarter of fiscal 2025 and

144、are not expected to materially increase our global tax costs on our fiscal 2025 financial statements.There remains uncertainty as to the final Pillar Two model rules.We are continuing to evaluate the impacts of enacted legislation and pending legislation to enact Pillar Two Model Rules in the non-US

145、 tax jurisdictions we operate in.The effective income tax rate was 25.1%for the second quarter of fiscal 2025 and 25.5%for the second quarter of fiscal 2024.The decrease in the effective income tax rate in the second quarter of fiscal 2025 was primarily due to the increase in excess tax benefit from

146、 share-based compensation,partially offset by the resolution of various tax matters in the second quarter of fiscal 2024 and the change of jurisdictional mix of profits and losses.TJX had net unrecognized tax benefits of$202 million as of August 3,2024,$228 million as of February 3,2024 and$264 mill

147、ion as of July 29,2023.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 ex

148、amination.TJXs 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$26 million as of August 3,2024,$32 million as of February 3,2024 and$39 million as

149、 of July 29,2023.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 benef

150、its for certain tax positions taken on previously filed tax returns may change materially from those represented on the Consolidated Financial Statements as of August 3,2024.During the next twelve months,it is reasonably possible that tax audit resolutions may reduce unrecognized tax benefits by up

151、to$25 million,which would reduce the provision for taxes on earnings.Note K.Contingent Obligations,Contingencies,and Commitments Contingent Contractual ObligationsTJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses related

152、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 Companys Consolidated Balance Sheets with respect to these contingent obligations.Legal ContingenciesTJX i

153、s 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.20Item 2.Managements Discussion and An

154、alysis of Financial Condition and Results of OperationsThe Thirteen Weeks(second quarter)and Twenty-Six Weeks(six months)Ended August 3,2024Compared toThe Thirteen Weeks(second quarter)and Twenty-Six Weeks(six months)Ended July 29,2023OVERVIEWWe are the leading off-price apparel and home fashions re

155、tailer 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

156、retailers)regular prices on comparable merchandise,every day through our stores and six e-commerce sites.We operate over 5,000 stores through our four main segments:in the U.S.,Marmaxx(which operates TJ Maxx,Marshalls, and )and HomeGoods(which operates HomeGoods and Homesense);TJX Canada(which opera

157、tes Winners,HomeSense and Marshalls in Canada);and TJX International(which operates TK Maxx,Homesense,tkmaxx.de,and tkmaxx.at in Europe,and TK Maxx in Australia).In addition to our four main segments,Sierra operates retail stores and in the U.S.The results of Sierra are included in the Marmaxx segme

158、nt.RESULTS OF OPERATIONSAs an overview of our financial performance,results for the quarter ended August 3,2024 include the following:Net sales increased 6%to$13.5 billion for the second quarter of fiscal 2025 versus last years second quarter sales of$12.8 billion.As of August 3,2024,both the number

159、 of stores in operation and the selling square footage increased 2%compared to the end of the second quarter of fiscal 2024.Consolidated comp store sales increased 4%for the second quarter of fiscal 2025.See Net Sales below for our definition of comp store sales.Diluted earnings per share for the se

160、cond quarter of fiscal 2025 were$0.96 versus$0.85 in the second quarter of fiscal 2024.Pre-tax profit margin(the ratio of pre-tax income to net sales)for the second quarter of fiscal 2025 was 10.9%,a 0.5 percentage point increase compared with 10.4%in the second quarter of fiscal 2024.Our cost of sa

161、les,including buying and occupancy costs,ratio for the second quarter of fiscal 2025 was 69.6%,a 0.2 percentage point decrease compared with 69.8%in the second quarter of fiscal 2024.Our selling,general and administrative(“SG&A”)expense ratio for the second quarter of fiscal 2025 was 19.8%,a 0.3 per

162、centage point decrease compared with 20.1%in the second quarter of fiscal 2024.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 2%at the end of the

163、 second quarter of fiscal 2025 compared to the second quarter of fiscal 2024.During the second quarter of fiscal 2025,we returned$982 million to our shareholders through share repurchases and dividends.Equity InvestmentsOn June 7,2024,we announced that we have entered into a definitive agreement for

164、 a joint venture with Grupo Axo,S.A.P.I de C.V.(“Axo”)in which we will hold a 49%ownership stake,with respect to Axos off-price,physical store business in Mexico.We expect to close this investment during the third quarter of fiscal 2025.On August 21,2024,we announced that we have entered into a defi

165、nitive 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 regions only major off-price branded ap

166、parel,toys and home fashions retailer.We expect to close this investment,which is subject to customary closing conditions,later this fiscal year.These investments will be accounted for under the equity method of accounting from the date of investment forward.We will report our share of the joint ven

167、ture with Axo and BFLs results on a one-quarter lag as their results are not expected to be available in time to be recorded in the concurrent period.21Operating Results as a Percentage of Net SalesThe following table sets forth our consolidated operating results as a percentage of net sales:Thirtee

168、n Weeks EndedTwenty-Six Weeks EndedAugust 3,2024July 29,2023August 3,2024July 29,2023Net sales 100.0%100.0%100.0%100.0%Cost of sales,including buying and occupancy costs 69.6 69.8 69.8 70.4 Selling,general and administrative expenses 19.8 20.1 19.5 19.5 Interest(income)expense,net(0.3)(0.3)(0.4)(0.3

169、)Income before income taxes 10.9%10.4%11.0%10.3%*Figures may not foot due to rounding.Net SalesNet sales for the quarter ended August 3,2024 totaled$13.5 billion,a 6%increase versus second quarter fiscal 2024 net sales of$12.8 billion.This increase reflects a 4%increase in comp store sales,a 2%incre

170、ase from non-comp store sales and a neutral foreign currency exchange rate impact.Net sales from our e-commerce sites combined amounted to less than 2%of total sales for each of the second quarters of fiscal 2025 and fiscal 2024.Net sales for the six months ended August 3,2024 totaled$25.9 billion,a

171、 6%increase versus net sales of$24.5 billion for the first six months fiscal 2024.This increase reflects a 3%increase in comp store sales,a 3%increase from non-comp store sales and a neutral foreign currency exchange rate impact.Net sales from our e-commerce sites combined amounted to less than 2%of

172、 total sales for each of the first six months of fiscal 2025 and fiscal 2024.Comp store sales increased 4%for the second quarter of fiscal 2025 and increased 6%for the second quarter of fiscal 2024.Comp store sales increased 3%for the first six months of fiscal 2025 and increased 4%for the first six

173、 months of fiscal 2024.Both home and apparel comp store sales(as defined below)growth performed in line with the consolidated comp store sales increase for both the second quarter and the first six months of fiscal 2025.Comp store sales for both periods were driven by an increase in customer transac

174、tions.As of August 3,2024,both our store count and selling square footage increased 2%compared to the end of the second quarter last year.Definition of Comparable Store SalesWe define comparable store sales,or comp store sales,to be sales of stores that have been in operation for all or a portion of

175、 two consecutive fiscal years,or,in other words,stores that are starting their third fiscal year of operation.We calculate comp store 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 ar

176、e 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.Sales excluded from comp store sales(“non-comp store sales”)consist of sales from:New stores-stores that have not yet met the comp

177、 store sales criteria,which represents a substantial majority of non-comp store salesStores that are closed permanently or for an extended period of timeSales from our e-commerce sitesWe determine which stores are included in the comp store sales calculation at the beginning of a fiscal year,and the

178、 classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year.Comp store sales of our foreign segments are calculated on a constant currency basis.We define constant currency basis as translating the current years results

179、 using the prior years 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 acros

180、s 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 C

181、ompanys definition of comparable stores for such period.22 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 averag

182、e retail price of the units sold.We define average basket to be the average dollar value of transactions.Impact of Foreign Currency Exchange RatesOur operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S.dollar or a divisions local currency

183、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 transaction

184、s that are denominated in a currency other than an operating divisions local currency,which is referred to as“transactional foreign exchange,”and also described below.Translation Foreign ExchangeIn our Consolidated Financial Statements,we translate the operations of TJX Canada and TJX International

185、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 sa

186、les 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 DerivativesWe routi

187、nely 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 elect

188、ed 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

189、 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 a

190、djustment on these derivatives does not affect net sales,but it does affect the cost of sales,operating margins and earnings we report.Transactional Foreign ExchangeWhen discussing the impact on our results of the effect of foreign currency exchange rates on certain transactions,we refer to it as“tr

191、ansactional 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 divisions loc

192、al 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 CostsCost of sales,including buying and occupancy costs,as a percentage of ne

193、t sales was 69.6%for the second quarter of fiscal 2025,a decrease of 0.2 percentage points compared to 69.8%for the second quarter of fiscal 2024.The decrease in the cost of sales ratio,including buying and occupancy costs,for the second quarter of fiscal 2025 was attributable to higher merchandise

194、margin due to higher markon,partially offset by higher supply chain costs.Cost of sales,including buying and occupancy costs,as a percentage of net sales was 69.8%for the first six months of fiscal 2025,a decrease of 0.6 percentage points compared to 70.4%for the first six months of fiscal 2024.The

195、decrease in the cost of sales ratio,including buying and occupancy costs,for the first six 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 ExpensesSG&A ex

196、penses,as a percentage of net sales,was 19.8%for the second quarter of fiscal 2025,a decrease of 0.3 percentage points compared to 20.1%for the second quarter of fiscal 2024.The decrease in the SG&A ratio for the second quarter of fiscal 2025 was due to a favorable year-over-year impact from a prior

197、 year reserve related to a German COVID program receivable,partially offset by incremental store wage.SG&A expenses,as a percentage of net sales,was 19.5%for the first six months of fiscal 2025,flat compared to the first six months of fiscal 2024.The SG&A ratio was flat for the first six months of f

198、iscal 2025 due to a favorable year-over-year impact from a prior year reserve related to a German COVID program receivable,offset by incremental store wage.23 Interest(Income)Expense,net The components of interest(income)expense,net are summarized below:Thirteen Weeks EndedTwenty-Six Weeks EndedIn m

199、illionsAugust 3,2024July 29,2023August 3,2024July 29,2023Interest expense$20$20$39$43 Capitalized interest(0)(1)(0)(2)Interest(income)(66)(57)(135)(116)Interest(income)expense,net$(46)$(38)$(96)$(75)Interest(income)expense,net increased for both the second quarter of fiscal 2025 and first six months

200、 ended August 3,2024 compared to the same periods in fiscal 2024,primarily due to an increase in interest income driven by an increase in prevailing rates and a higher average cash balance.Provision for Income TaxesIn 2021,the Organization for Economic Co-operation and Development announced an Inclu

201、sive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax,which calls for the taxation of large multinational corporations at a minimum rate of 15%.Subsequently,multiple sets of administrative guidance have been issued.Many non-US tax jurisdi

202、ctions have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024 with the adoption of additional components in later years or announced their plans to enact legislation in future years.These rules did not have a material impact on our financ

203、ial statements for the second quarter of fiscal 2025 and are not expected to materially increase our global tax costs on our fiscal 2025 financial statements.There remains uncertainty as to the final Pillar Two model rules.We are continuing to evaluate the impacts of enacted legislation and pending

204、legislation to enact Pillar Two Model Rules in the non-US tax jurisdictions we operate in.The effective income tax rate was 25.1%for the second quarter of fiscal 2025 and 25.5%for the second quarter of fiscal 2024.The effective income tax rate was 24.1%for the first six months of fiscal 2025 and 25.

205、8%for the first six months of fiscal 2024.This decrease in the effective income tax rate for both the second quarter and first six months of fiscal 2025 was primarily due to the increase in excess tax benefit from share-based compensation and the resolution of various tax matters.Net Income and Dilu

206、ted Earnings Per ShareNet income was$1.1 billion,or$0.96 per diluted share,and$1 billion,or$0.85 per diluted share,for the second quarter of fiscal 2025 and fiscal 2024,respectively.Net income was$2.2 billion,or$1.89 per diluted share,and$1.9 billion,or$1.62 per diluted share,for the first six month

207、s of fiscal 2025 and fiscal 2024,respectively.Foreign currency had a neutral impact on diluted earnings per share for both the second quarter and the first six months of fiscal 2025.Foreign currency had a$0.01 negative impact on diluted earnings per share for both the second quarter and the first si

208、x month of fiscal 2024.Segment InformationWe operate four main business segments.In the United States,our Marmaxx segment operates TJ Maxx,Marshalls, and and our HomeGoods segment operates HomeGoods and Homesense.Our TJX Canada segment operates Winners,HomeSense and Marshalls in Canada,and our TJX I

209、nternational segment operates TK Maxx,Homesense,tkmaxx.de,and tkmaxx.at in Europe and TK Maxx in Australia.In addition to our four main segments,Sierra operates retail stores and in the U.S.The results of Sierra are included in the Marmaxx segment.We evaluate the performance of our segments based on

210、“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 o

211、ther 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

212、as a measure of liquidity.Presented below is selected financial information related to our business segments.24U.S.SEGMENTSMarmaxx Thirteen Weeks EndedTwenty-Six Weeks EndedU.S.dollars in millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Net sales$8,445$7,903$16,195$15,269 Segment profit$1,1

213、91$1,084$2,288$2,112 Segment profit margin 14.1%13.7%14.1%13.8%Comp store sales 5%8%4%7%Stores in operation at end of period:TJ Maxx 1,326 1,305 Marshalls 1,204 1,190 Sierra 101 83 Total 2,631 2,578 Selling square footage at end of period(in millions):TJ Maxx 30 28 Marshalls 27 27 Sierra 1 1 Total 5

214、8 56 Net SalesNet sales for Marmaxx were$8.4 billion for the second quarter of fiscal 2025,an increase of 7%compared to$7.9 billion for the second quarter of fiscal 2024.This increase in the second quarter reflects a 5%increase from comp store sales and a 2%increase from non-comp store sales.Net sal

215、es for Marmaxx were$16.2 billion for the first six months of fiscal 2025,an increase of 6%compared to$15.3 billion for the first six months of fiscal 2024.This increase in the first six months reflects a 4%increase from comp store sales and a 2%increase from non-comp store sales.For both the second

216、quarter and first six months of fiscal 2025,the increase in comp store sales was driven by an increase in customer transactions.In addition,Marmaxx home comp store sales growth outperformed apparel comp store sales growth.Geographically,comp store sales growth was strongest in the West region for th

217、e second quarter and in the West and Midwest regions for the first six months of fiscal 2025.Segment Profit MarginSegment profit margin increased to 14.1%for the second quarter of fiscal 2025 compared to 13.7%for the same period last year.The increase in segment profit margin for the second quarter

218、of fiscal 2025 was primarily driven by higher merchandise margin and expense leverage on higher comp store sales,partially offset by higher supply chain costs and incremental store wage.Merchandise margin reflects higher markon,partially offset by higher markdowns.Segment profit margin increased to

219、14.1%for the first six months of fiscal 2025 compared to 13.8%for the same period last year.The increase in segment profit margin for the first six months of fiscal 2025 was primarily driven by higher merchandise margin which reflects higher markon.This was partially offset by higher supply chain co

220、sts and incremental store wage and payroll costs.Our Marmaxx e-commerce sites, and ,together with ,represented less than 3%of Marmaxxs net sales for both the second quarter and first six months of fiscal 2025 and fiscal 2024,and did not have a significant impact on year-over-year segment margin comp

221、arisons.25HomeGoods Thirteen Weeks EndedTwenty-Six Weeks EndedU.S.dollars in millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Net sales$2,101$2,011$4,180$3,977 Segment profit$191$175$389$319 Segment profit margin 9.1%8.7%9.3%8.0%Comp store sales 2%4%3%(2)%Stores in operation at end of perio

222、d:HomeGoods 930 907 Homesense 62 49 Total 992 956 Selling square footage at end of period(in millions):HomeGoods 17 17 Homesense 1 1 Total 18 18 Net SalesNet sales for HomeGoods were$2.1 billion for the second quarter of fiscal 2025,an increase of 4%,compared to$2 billion for the second quarter of f

223、iscal 2024.This increase in the second quarter reflects a 2%increase from comp store sales and a 2%increase from non-comp store sales.Net sales for HomeGoods were$4.2 billion for the first six months of fiscal 2025,an increase of 5%,compared to$4 billion for the first six months of fiscal 2024.This

224、increase in the first six months reflects a 3%increase from comp store sales and a 2%increase from non-comp store sales.For both the second quarter and first six months of fiscal 2025,the increase in comp store sales was driven by an increase in customer transactions,partially offset by a decrease i

225、n average basket.Geographically,comp store sales growth was strongest in the West and Midwest regions for both the second quarter and first six months of fiscal 2025.Segment Profit MarginSegment profit margin increased to 9.1%for the second quarter of fiscal 2025 compared to 8.7%for the same period

226、last year.This increase in segment profit margin for the second quarter of fiscal 2025 was primarily driven by higher merchandise margin which reflects lower freight costs,partially offset by incremental store wage and payroll costs.Segment profit margin increased to 9.3%for the first six months of

227、fiscal 2025 compared to 8.0%for the same period last year.This increase in segment profit margin for the first six months of fiscal 2025 was primarily driven by higher merchandise margin which reflects lower freight costs and higher markon.This was partially offset by incremental store wage and payr

228、oll costs and higher supply chain costs.26FOREIGN SEGMENTSTJX Canada Thirteen Weeks EndedTwenty-Six Weeks EndedU.S.dollars in millionsAugust 3,2024July 29,2023August 3,2024July 29,2023Net sales$1,244$1,223$2,357$2,261 Segment profit$187$192$324$309 Segment profit margin 15.0%15.7%13.7%13.7%Comp stor

229、e sales 2%1%3%1%Stores in operation at end of period:Winners 304 299 HomeSense 160 154 Marshalls 108 106 Total 572 559 Selling square footage at end of period(in millions):Winners 7 6 HomeSense 3 3 Marshalls 2 2 Total 12 11 Net SalesNet sales for TJX Canada were$1.2 billion for the second quarter of

230、 fiscal 2025,an increase of 2%,compared to$1.2 billion for the second quarter of fiscal 2024.This increase in the second quarter reflects a 2%increase in comp store sales,a 2%increase in non-comp store sales,partially offset by a negative foreign currency exchange rate impact of 2%.Net sales for TJX

231、 Canada were$2.4 billion for the first six months of fiscal 2025,an increase of 4%,compared to$2.3 billion for the first six months of fiscal 2024.This increase in the first six months reflects a 3%increase in comp store sales,a 3%increase in non-comp store sales,partially offset by a negative forei

232、gn currency exchange rate impact of 2%.The increase in comp store sales for both the second quarter and first six months of fiscal 2025 was driven by an increase in customer transactions.Segment Profit MarginSegment profit margin decreased to 15.0%for the second quarter of fiscal 2025 compared to 15

233、.7%for the same period last year.This decrease for the second quarter of fiscal 2025 was primarily driven by incremental store wage and payroll costs.Segment profit margin was 13.7%for the first six months of fiscal 2025,flat compared to the same period last year.Segment profit margin was flat for t

234、he first six months of fiscal 2025 due to higher merchandise margin,offset by incremental store wage and payroll costs.Merchandise margin reflects lower freight costs,lower markdowns,and higher markon.27TJX International Thirteen Weeks EndedTwenty-Six Weeks EndedU.S.dollars in millionsAugust 3,2024J

235、uly 29,2023August 3,2024July 29,2023Net sales$1,678$1,621$3,215$3,034 Segment profit$73$32$134$70 Segment profit margin 4.4%2.0%4.2%2.3%Comp store sales 1%3%2%4%Stores in operation at end of period:TK Maxx 645 636 Homesense 77 79 TK Maxx Australia 84 76 Total 806 791 Selling square footage at end of

236、 period(in millions):TK Maxx 13 13 Homesense 1 1 TK Maxx Australia 1 1 Total 15 15 Net SalesNet sales for TJX International were$1.7 billion for the second quarter of fiscal 2025,an increase of 4%,compared to$1.6 billion for the second quarter of fiscal 2024.This increase in the second quarter refle

237、cts a 2%increase in non-comp store sales,a 1%increase in comp store sales and a positive foreign currency exchange rate impact of 1%.Net sales for TJX International were$3.2 billion for the first six months of fiscal 2025,an increase of 6%,compared to$3 billion for the first six months of fiscal 202

238、4.This increase in the first six months reflects a 3%increase in non-comp store sales,a 2%increase in comp store sales and a positive foreign currency exchange rate impact of 1%.The increase in comp store sales for both the second quarter and first six months was driven by an increase in customer tr

239、ansactions,partially offset by a decrease in average basket.E-commerce sales represented approximately 3%of TJX Internationals net sales for both the second quarter and first six months of fiscal 2025 and fiscal 2024.Segment Profit MarginSegment profit margin increased to 4.4%for the second quarter

240、of fiscal 2025 compared to 2.0%for the same period last year.Segment profit margin increased to 4.2%for the first six months of fiscal 2025 compared to 2.3%for the same period last year.This increase for both the second quarter and first six months of fiscal 2025 was due to a favorable year-over-yea

241、r impact from a prior year reserve related to a German COVID program receivable and higher merchandise margin,partially offset by the unfavorable impact of transactional foreign exchange and incremental store wage.Merchandise margin reflects higher markon and lower freight costs.28GENERAL CORPORATE

242、EXPENSE Thirteen Weeks EndedTwenty-Six Weeks EndedIn millionsAugust 3,2024July 29,2023August 3,2024July 29,2023General corporate expense$220$194$373$350 General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our business segments

243、.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 second quarter of fiscal 2025 was primarily driven by

244、 unfavorable mark-to-market adjustments on fuel hedges and higher other administrative costs,partially offset by favorable mark-to-market adjustments on inventory hedges.The increase in general corporate expense for the first six months of fiscal 2025 was primarily driven by higher other administrat

245、ive costs.ANALYSIS OF FINANCIAL CONDITIONLiquidity and Capital ResourcesOur 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 August 3,2024,there were no short-t

246、erm 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 August 3,2024,as described in Note ILong-Term Debt and Credit Lines o

247、f Notes to Consolidated Financial Statements,are adequate to meet our operating needs for the foreseeable future.As of August 3,2024,we held$5.3 billion in cash.Approximately$1.5 billion of our cash was held by our foreign subsidiaries with$877 million held in countries where we intend to indefinite

248、ly 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 August 3,2024.If we repatriate cash from such subsidiaries,we shoul

249、d 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 e

250、conomic 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 othe

251、r 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 f

252、low and/or cash on hand to repay our debt,it will reduce the amount of cash available for additional capital expenditures.Operating ActivitiesOperating activities resulted in net cash inflows of$2.4 billion for the six months ended August 3,2024 and net cash inflows of$2.1 billion for the six months

253、 ended July 29,2023.Operating cash flows increased$280 million compared to fiscal 2024 primarily due to a$289 million increase in net income and$251 million change in merchandise inventories net of accounts payable.This was partially offset by a$218 million decrease in accrued expenses due to incent

254、ive compensation costs.Investing ActivitiesInvesting activities resulted in net cash outflows of$990 million for the six months ended August 3,2024 and$819 million for the six months ended July 29,2023.The cash outflows for both periods were driven by capital expenditures.Investing activities in the

255、 first six months of fiscal 2025 primarily reflected property additions for store improvements and renovations,investments in our new stores,as well as investments in our distribution centers and offices,including information technology.We anticipate that capital spending for the full fiscal year 20

256、25 will be approximately$2.0 billion to$2.1 billion.On June 7,2024,we announced that we have entered into a definitive agreement for a joint venture with Axo in which we will hold a 49%ownership stake,with respect to Axos off-price,physical store business in Mexico.We expect to close this investment

257、 during the third quarter of fiscal 2025.29On 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.The transaction,which is subject to customary closing conditions

258、,is expected to close later this fiscal year.We expect these investments to total approximately$0.5 billion,collectively.We plan to fund these expenditures and investments with our existing cash balances and through internally generated funds.Financing ActivitiesFinancing activities resulted in net

259、cash outflows of$1.7 billion for the first six months of fiscal 2025 and net cash outflows of$2.2 billion for the first six months of fiscal 2024.The cash outflows for both periods were primarily driven by equity repurchases and dividend payments.DebtThe cash outflows in the first six months of fisc

260、al 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.EquityUnder our stock repurchase p

261、rograms,we paid$1.1 billion to repurchase and retire 10.4 million shares of our stock in the first six months of fiscal 2025.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 sto

262、ck repurchase program.As of August 3,2024,approximately$2.5 billion remained available under our existing stock repurchase program.We paid$1 billion to repurchase and retire 13.1 million shares of our stock in the first six months of fiscal 2024.We currently plan to repurchase approximately$2 billio

263、n to$2.5 billion of stock under our stock repurchase programs in fiscal 2025.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 per s

264、hare for each of the quarters in the first six months of fiscal 2025 and$0.3325 per share for each of the quarters in the first six months of fiscal 2024.Cash payments for dividends on our common stock totaled$803 million for the first six months of fiscal 2025 and$725 million for the first six mont

265、hs of fiscal 2024.CRITICAL ACCOUNTING ESTIMATESThere have been no material changes to the critical accounting estimates as discussed in TJXs Annual Report on Form 10-K for the fiscal year ended February 3,2024.RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSFor a discussion of accounting standards,see Note

266、 ABasis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements included in TJXs Annual Report on Form 10-K for the fiscal year ended February 3,2024 and Note ABasis of Presentation and Summary of Significant Accounting Policies of Notes to Consol

267、idated Financial Statements in this Quarterly Report on Form 10-Q.30FORWARD-LOOKING STATEMENTSThis 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,inte

268、nd,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 Companys anticipated op

269、erating and financial performance,business plans and prospects,anticipated dividends and share repurchases,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 resul

270、ts 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 strateg

271、y 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;data security and maintenance and development of information technology systems;labor costs and wo

272、rkforce 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 quart

273、erly 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

274、 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

275、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 c

276、aution 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 fo

277、rward-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.Ou

278、r 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 RiskThere have been no material chang

279、es 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 3,2024.Item 4.Controls and ProceduresWe have carried out an evaluation,under the supervision and with the participation of our management,including

280、 our Chief Executive Officer and Chief Financial Officer,of the effectiveness of the design and operation of our disclosure controls and procedures as of August 3,2024 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 C

281、hief 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

282、and reported,within the time periods specified in the Securities and Exchange Commissions 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 de

283、cisions 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 im

284、plementing controls and procedures.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 August 3,2024 identified in connection with the evaluation by our management,including our Chief Executive

285、Officer and Chief Financial Officer,that have materially affected,or are reasonably likely to materially affect,our internal control over financial reporting.PART IIOTHER INFORMATIONItem 1.Legal ProceedingsSee Legal Contingencies in Note KContingent Obligations,Contingencies,and Commitments of Notes

286、 to Consolidated Financial Statements for information on legal proceedings.31Item 1A.Risk FactorsThere 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 3,2024,as filed with the Securities Exchange Co

287、mmission on April 3,2024.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsINFORMATION ON SHARE REPURCHASESThe number of shares of common stock repurchased by TJX during the second quarter of fiscal 2025 and the average price paid per share are as follows:TotalNumber of SharesRepurch

288、ased(a)Average Price PaidPer Share(b)Total Number ofShares Purchased asPart of PubliclyAnnouncedPlans or Programs(c)Approximate DollarValue of Shares thatMay Yet bePurchased Underthe Plans orPrograms(c)May 5,2024 through June 1,2024 1,065,930$98.88 1,065,930$2,931,998,688 June 2,2024 through July 6,

289、2024 2,219,663$108.84 2,219,663$2,690,400,889 July 7,2024 through August 3,2024 1,873,440$112.95 1,873,440$2,478,801,800 Total 5,159,033 5,159,033(a)Consists of shares repurchased under publicly announced stock repurchase programs.(b)Includes commissions for the shares repurchased under stock repurc

290、hase programs.(c)In February 2024,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,we had approximately$2.5 billion available for repurchase

291、as of August 3,2024.Item 5.Other InformationDuring the fiscal quarter ended August 3,2024,none of our directors or officers adopted,modified,or terminated a“Rule 10b5-1 trading arrangement”or“non-Rule 10b5-1 trading arrangement,”as those terms are defined in Item 408(a)of Regulation S-K.Item 6.Exhib

292、itsIncorporate by ReferenceExhibit No.DescriptionFormExhibit No.Filing Date31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,filed herewith31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,filed

293、 herewith32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,filed herewith32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,filed herewith101The following materials from The TJX Companies,Inc.s Q

294、uarterly Report on Form 10-Q for the quarter ended August 3,2024,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 C

295、ash Flows,(v)the Consolidated Statements of Shareholders Equity,and(vi)Notes to Consolidated Financial Statements.104The cover page from The TJX Companies,Inc.s Quarterly Report on Form 10-Q for the quarter ended August 3,2024,formatted in Inline XBRL(included in Exhibit 101)32SIGNATUREPursuant to t

296、he 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:August 30,2024 /s/John Klinger John Klinger,Chief Financial Officer (Principal Financial and Accounting Officer)33