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 ~~October~~April 29, ~~2022~~2023


☐			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 18, 2022: 1,155,504,149~~May 19, 2023: 1,149,238,467

The TJX Companies, Inc.

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

IN ~~THOUSANDS~~MILLIONS EXCEPT PER SHARE AMOUNTS


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
Net sales	Net sales	$	12,166,286	$	12,531,890	$	35,415,768	$	34,695,614	Net sales	$	11,783	$	11,406
Cost of sales, including buying and occupancy costs	Cost of sales, including buying and occupancy costs	8,622,556		8,835,532		25,417,319		24,619,297		Cost of sales, including buying and occupancy costs	8,374		8,223

Selling, general and administrative expenses	Selling, general and administrative expenses	2,184,946		2,296,649		6,454,389		6,585,333		Selling, general and administrative expenses	2,238		2,094
Impairment on equity investment	Impairment on equity investment	—		—		217,619		—		Impairment on equity investment	—		218
Loss on early extinguishment of debt		—		—		—		242,248

Interest (income) expense, net	Interest (income) expense, net	(427)		20,674		29,365		94,023		Interest (income) expense, net	(37)		19
Income before income taxes	Income before income taxes	1,359,211		1,379,035		3,297,076		3,154,713		Income before income taxes	1,208		852
Provision for income taxes	Provision for income taxes	296,405		356,035		837,457		812,102		Provision for income taxes	317		265
Net income	Net income	$	1,062,806	$	1,023,000	$	2,459,619	$	2,342,611	Net income	$	891	$	587
Basic earnings per share	Basic earnings per share	$	0.92	$	0.85	$	2.10	$	1.95	Basic earnings per share	$	0.77	$	0.50
Weighted average common shares – basic	Weighted average common shares – basic	1,160,763		1,200,661		1,168,608		1,203,718		Weighted average common shares – basic	1,153		1,177
Diluted earnings per share	Diluted earnings per share	$	0.91	$	0.84	$	2.08	$	1.92	Diluted earnings per share	$	0.76	$	0.49
Weighted average common shares – diluted	Weighted average common shares – diluted	1,172,267		1,215,690		1,179,892		1,219,238		Weighted average common shares – diluted	1,165		1,189

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

IN ~~THOUSANDS~~MILLIONS

Thirteen Weeks Ended
October 29,
2022 October 30,
2021
Net income $ 1,062,806 $ 1,023,000
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of related tax benefit of $8,638 in fiscal 2023 and tax provision of $976 in fiscal 2022 (65,858) (6,688)
Reclassifications from other comprehensive (loss) to net income:
Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $1,602 in fiscal 2023 and $1,156 in fiscal 2022 4,400 3,173
Other comprehensive (loss), net of tax (61,458) (3,515)
Total comprehensive income $ 1,001,348 $ 1,019,485


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Net income	$	891	$	587
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of related tax benefit of $1 in fiscal 2024 and $1 in fiscal 2023	14		(59)
Reclassifications from other comprehensive income to net income:

Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $0 in fiscal 2024 and $1 in fiscal 2023	0		4

Other comprehensive income (loss), net of tax	14		(55)
Total comprehensive income	$	905	$	532

Thirty-Nine Weeks Ended
October 29,
2022 October 30,
2021
Net income $ 2,459,619 $ 2,342,611
Additions to other comprehensive (loss) income:
Foreign currency translation adjustments, net of related tax benefit of $8,803 in fiscal 2023 and tax provision of $2,734 in fiscal 2022 (154,405) 14,685
Reclassifications from other comprehensive (loss) to net income:
Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $4,353 in fiscal 2023 and $3,802 in fiscal 2022 11,956 10,442
Amortization of loss on cash flow hedge, net of related tax provision of $603 in fiscal 2022 — (263)
Other comprehensive (loss) income, net of tax (142,449) 24,864
Total comprehensive income $ 2,317,170 $ 2,367,475

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

THE TJX COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

IN ~~THOUSANDS,~~MILLIONS, EXCEPT SHARE DATA


		October 29, 2022		January 29, 2022		October 30, 2021			April 29, 2023		January 28, 2023		April 30, 2022
Assets	Assets							Assets
Current assets:	Current assets:							Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	3,364,678	$	6,226,765	$	6,791,596	Cash and cash equivalents	$	5,025	$	5,477	$	4,295

Accounts receivable, net	Accounts receivable, net	570,865		517,623		615,119		Accounts receivable, net	587		563		576
Merchandise inventories	Merchandise inventories	8,328,680		5,961,573		6,633,328		Merchandise inventories	6,441		5,819		6,990
Prepaid expenses and other current assets	Prepaid expenses and other current assets	582,389		438,099		449,377		Prepaid expenses and other current assets	496		478		565
Federal, state and foreign income taxes recoverable	Federal, state and foreign income taxes recoverable	142,181		114,537		86,690		Federal, state and foreign income taxes recoverable	46		119		54
Total current assets	Total current assets	12,988,793		13,258,597		14,576,110		Total current assets	12,595		12,456		12,480
Net property at cost	Net property at cost	5,572,720		5,270,827		5,165,250		Net property at cost	5,899		5,783		5,289
Non-current deferred income taxes, net	Non-current deferred income taxes, net	173,564		184,971		193,583		Non-current deferred income taxes, net	150		158		177
Operating lease right of use assets	Operating lease right of use assets	8,985,593		8,853,934		9,143,834		Operating lease right of use assets	9,177		9,086		9,067
Goodwill	Goodwill	94,501		96,662		98,604		Goodwill	95		97		97
Other assets	Other assets	613,279		796,467		893,605		Other assets	765		769		600
Total assets	Total assets	$	28,428,450	$	28,461,458	$	30,070,986	Total assets	$	28,681	$	28,349	$	27,710
Liabilities	Liabilities							Liabilities
Current liabilities:	Current liabilities:							Current liabilities:
Accounts payable	Accounts payable	$	4,993,269	$	4,465,427	$	5,443,007	Accounts payable	$	4,304	$	3,794	$	4,371
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	4,083,434		4,244,997		4,140,660		Accrued expenses and other current liabilities	3,954		4,346		3,811
Current portion of operating lease liabilities	Current portion of operating lease liabilities	1,574,384		1,576,561		1,606,480		Current portion of operating lease liabilities	1,609		1,610		1,576
Current portion of long-term debt	Current portion of long-term debt	499,764		—		—		Current portion of long-term debt	500		500		—
Federal, state and foreign income taxes payable	Federal, state and foreign income taxes payable	82,778		181,155		138,586		Federal, state and foreign income taxes payable	167		55		261
Total current liabilities	Total current liabilities	11,233,629		10,468,140		11,328,733		Total current liabilities	10,534		10,305		10,019
Other long-term liabilities	Other long-term liabilities	906,736		1,015,720		1,013,537		Other long-term liabilities	865		919		909
Non-current deferred income taxes, net	Non-current deferred income taxes, net	74,178		44,175		69,053		Non-current deferred income taxes, net	133		127		54
Long-term operating lease liabilities	Long-term operating lease liabilities	7,691,225		7,575,590		7,861,023		Long-term operating lease liabilities	7,867		7,775		7,777
Long-term debt	Long-term debt	2,857,999		3,354,841		3,353,866		Long-term debt	2,860		2,859		3,356
Commitments and contingencies (See Note K)	Commitments and contingencies (See Note K)							Commitments and contingencies (See Note K)
Shareholders’ equity	Shareholders’ equity							Shareholders’ equity
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued	Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued	—		—		—		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 1,156,263,970; 1,181,188,731 and 1,194,260,626 respectively		1,156,264		1,181,189		1,194,261
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,150,179,322; 1,155,437,908 and 1,172,711,116 respectively								Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,150,179,322; 1,155,437,908 and 1,172,711,116 respectively	1,150		1,155		1,173
Additional paid-in capital	Additional paid-in capital	—		—		—		Additional paid-in capital	—		—		—
Accumulated other comprehensive loss		(829,599)		(687,150)		(581,207)
Accumulated other comprehensive (loss) income								Accumulated other comprehensive (loss) income	(592)		(606)		(742)
Retained earnings	Retained earnings	5,338,018		5,508,953		5,831,720		Retained earnings	5,864		5,815		5,164
Total shareholders’ equity	Total shareholders’ equity	5,664,683		6,002,992		6,444,774		Total shareholders’ equity	6,422		6,364		5,595
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	28,428,450	$	28,461,458	$	30,070,986	Total liabilities and shareholders’ equity	$	28,681	$	28,349	$	27,710

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

IN ~~THOUSANDS~~MILLIONS


		Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	2,459,619	$	2,342,611	Net income	$	891	$	587
Adjustments to reconcile net income to cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:						Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	656,081		647,610		Depreciation and amortization	232		220
Loss on early extinguishment of debt		—		242,248

Impairment on equity investment	Impairment on equity investment	217,619		—		Impairment on equity investment	—		218
Loss on property disposals and impairment charges	Loss on property disposals and impairment charges	6,664		526		Loss on property disposals and impairment charges	4		4

Deferred income tax provision (benefit)		34,655		(44,285)
Deferred income tax provision						Deferred income tax provision	16		12
Share-based compensation	Share-based compensation	94,564		156,575		Share-based compensation	34		27
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) in accounts receivable	(Increase) in accounts receivable	(68,729)		(155,554)		(Increase) in accounts receivable	(22)		(66)
(Increase) in merchandise inventories	(Increase) in merchandise inventories	(2,544,990)		(2,287,326)		(Increase) in merchandise inventories	(624)		(1,085)
(Increase) in income taxes recoverable		(27,644)		(50,428)
(Increase) decrease in prepaid expenses and other current assets		(72,128)		20,779
Increase in accounts payable		647,264		611,934
(Decrease) increase in accrued expenses and other liabilities		(237,272)		557,065
(Decrease) increase in income taxes payable		(103,229)		56,426
Increase (decrease) in net operating lease liabilities		2,327		(105,494)
Decrease in income taxes recoverable						Decrease in income taxes recoverable	73		61
(Increase) in prepaid expenses and other current assets						(Increase) in prepaid expenses and other current assets	(15)		(33)
Increase (decrease) in accounts payable						Increase (decrease) in accounts payable	507		(53)
(Decrease) in accrued expenses and other liabilities						(Decrease) in accrued expenses and other liabilities	(477)		(565)
Increase in income taxes payable						Increase in income taxes payable	113		77
(Decrease) in net operating lease liabilities						(Decrease) in net operating lease liabilities	(1)		(4)
Other, net	Other, net	(5,549)		(45,754)		Other, net	14		(34)
Net cash provided by operating activities		1,059,252		1,946,933
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	745		(634)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Property additions	Property additions	(1,099,748)		(715,542)		Property additions	(361)		(314)

Purchases of investments	Purchases of investments	(26,183)		(16,979)		Purchases of investments	(11)		(16)
Sales and maturities of investments	Sales and maturities of investments	15,691		16,896		Sales and maturities of investments	10		6

Net cash (used in) investing activities	Net cash (used in) investing activities	(1,110,240)		(715,625)		Net cash (used in) investing activities	(362)		(324)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Payments on debt		—		(2,975,518)

Payments for repurchase of common stock	Payments for repurchase of common stock	(1,799,802)		(1,093,399)		Payments for repurchase of common stock	(492)		(607)
Cash dividends paid	Cash dividends paid	(997,743)		(941,531)		Cash dividends paid	(343)		(309)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	114,501		146,393		Proceeds from issuance of common stock	28		18
Payments of employee tax withholdings for stock awards		(32,451)		(24,478)

Other						Other	(30)		(33)
Net cash (used in) financing activities	Net cash (used in) financing activities	(2,715,495)		(4,888,533)		Net cash (used in) financing activities	(837)		(931)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(95,604)		(20,749)		Effect of exchange rate changes on cash	2		(43)
Net (decrease) in cash and cash equivalents	Net (decrease) in cash and cash equivalents	(2,862,087)		(3,677,974)		Net (decrease) in cash and cash equivalents	(452)		(1,932)
Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	6,226,765		10,469,570		Cash and cash equivalents at beginning of year	5,477		6,227
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	3,364,678	$	6,791,596	Cash and cash equivalents at end of period	$	5,025	$	4,295

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN ~~THOUSANDS~~MILLIONS
Thirteen Weeks Ended
Common Stock
Shares
Par Value
$1
Additional Paid-In
Capital Accumulated Other Comprehensive
Loss Retained
Earnings Total
Balance, July 30, 2022 1,161,887 $ 1,161,887 $ — $ (768,141) $ 5,002,903 $ 5,396,649
Net income — — — — 1,062,806 1,062,806
Other comprehensive (loss), net of tax — — — (61,458) — (61,458)
Cash dividends declared on common stock — — — — (341,614) (341,614)
Recognition of share-based compensation — — 36,378 — — 36,378
Issuance of common stock under stock incentive plan, and related tax effect 2,020 2,020 62,502 — — 64,522
Common stock repurchased and retired (7,643) (7,643) (98,880) — (386,077) (492,600)
Balance, October 29, 2022 1,156,264 $ 1,156,264 $ — $ (829,599) $ 5,338,018 $ 5,664,683


	Thirteen Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, January 28, 2023	1,155	$	1,155	$	—	$	(606)	$	5,815	$	6,364
Net income	—	—		—		—		891		891

Other comprehensive income, net of tax	—	—		—		14		—		14
Cash dividends declared on common stock	—	—		—		—		(383)		(383)
Recognition of share-based compensation	—	—		34		—		—		34
Issuance of common stock under stock incentive plan and related tax effect	1	1		(3)		—		—		(2)
Common stock repurchased	(6)	(6)		(31)		—		(459)		(496)
Balance, April 29, 2023	1,150	$	1,150	$	—	$	(592)	$	5,864	$	6,422


		Thirteen Weeks Ended												Thirteen Weeks Ended
		Common Stock												Common Stock
		Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total			Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total
Balance, July 31, 2021		1,202,981	$	1,202,981	$	117,603	$	(577,692)	$	5,663,492	$	6,406,384
Balance, January 29, 2022													Balance, January 29, 2022	1,181	$	1,181	$	—	$	(687)	$	5,509	$	6,003
Net income	Net income	—	—		—		—		1,023,000		1,023,000		Net income	—	—		—		—		587		587

Other comprehensive (loss), net of tax	Other comprehensive (loss), net of tax	—	—		—		(3,515)		—		(3,515)		Other comprehensive (loss), net of tax	—	—		—		(55)		—		(55)
Cash dividends declared on common stock	Cash dividends declared on common stock	—	—		—		—		(311,129)		(311,129)		Cash dividends declared on common stock	—	—		—		—		(347)		(347)
Recognition of share-based compensation	Recognition of share-based compensation	—	—		42,454		—		—		42,454		Recognition of share-based compensation	—	—		27		—		—		27
Issuance of common stock under stock incentive plan, and related tax effect		2,970	2,970		80,910		—		—		83,880
Common stock repurchased and retired		(11,690)	(11,690)		(240,967)		—		(543,643)		(796,300)
Balance, October 30, 2021		1,194,261	$	1,194,261	$	—	$	(581,207)	$	5,831,720	$	6,444,774
Issuance of common stock under stock incentive plan and related tax effect													Issuance of common stock under stock incentive plan and related tax effect	2	2		(15)		—		—		(13)
Common stock repurchased													Common stock repurchased	(10)	(10)		(12)		—		(585)		(607)
Balance, April 30, 2022													Balance, April 30, 2022	1,173	$	1,173	$	—	$	(742)	$	5,164	$	5,595

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

~~THE TJX COMPANIES, INC.~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

~~(UNAUDITED)~~

~~IN THOUSANDS~~
Thirty-Nine Weeks Ended
Common Stock
Shares Par Value $1 Additional Paid-In
Capital Accumulated Other Comprehensive
Loss Retained
Earnings Total
Balance, January 29, 2022 1,181,189 $ 1,181,189 $ — $ (687,150) $ 5,508,953 $ 6,002,992
Net income — — — — 2,459,619 2,459,619
Other comprehensive (loss), net of tax — — — (142,449) — (142,449)
Cash dividends declared on common stock — — — — (1,031,816) (1,031,816)
Recognition of share-based compensation — — 94,564 — — 94,564
Issuance of common stock under stock incentive plan, net of shares used to pay tax withholdings 4,187 4,187 77,987 — (599) 81,575
Common stock repurchased and retired (29,112) (29,112) (172,551) — (1,598,139) (1,799,802)
Balance, October 29, 2022 1,156,264 $ 1,156,264 $ — $ (829,599) $ 5,338,018 $ 5,664,683

Thirty-Nine Weeks Ended
Common Stock
Shares Par Value $1 Additional Paid-In
Capital Accumulated Other Comprehensive
Loss Retained
Earnings Total
Balance, January 30, 2021 1,204,698 $ 1,204,698 $ 260,515 $ (606,071) $ 4,973,542 $ 5,832,684
Net income — — — — 2,342,611 2,342,611
Other comprehensive income, net of tax — — — 24,864 — 24,864
Cash dividends declared on common stock — — — — (940,443) (940,443)
Recognition of share-based compensation — — 156,575 — — 156,575
Issuance of common stock under stock incentive plan, net of shares used to pay tax withholdings 5,764 5,764 116,465 — (347) 121,882
Common stock repurchased and retired (16,201) (16,201) (533,555) — (543,643) (1,093,399)
Balance, October 30, 2021 1,194,261 $ 1,194,261 $ — $ (581,207) $ 5,831,720 $ 6,444,774

~~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. ~~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 January ~~29, 2022~~28, 2023 (“fiscal ~~2022”~~2023”).

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

The January ~~29, 2022~~28, 2023 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 ~~January 28, 2023~~February 3, 2024 (“fiscal ~~2023”~~2024”) and is a ~~52-week~~53-week fiscal year. Fiscal ~~2022~~2023 was ~~also~~ a 52-week fiscal year. ~~Fiscal 2024 will be a 53-week fiscal year and will end February 3, 2024.~~

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.

Equity Investment

In fiscal 2020, the Company acquired a minority ownership stake in privately held Familia, an off-price retailer of apparel and home fashions domiciled in Luxembourg that operates stores throughout Russia. During the first quarter ~~ended April 30, 2022,~~of fiscal 2023, the Company announced that it had committed to divesting its minority investment, and as a result, the Company performed an impairment analysis of this investment. Based on this analysis the Company concluded that there was an other-than-temporary impairment of this investment and recordedresulting in an impairment charge of $218 million representing the ~~entirety~~entire carrying value of the Company’s investment. ~~The~~Additionally, the Company realized a $54 million tax benefit when the Company completed the divestiture of this investment during the third quarter ~~ended October 29, 2022, resulting in a $54 million tax benefit.~~of fiscal 2023. See Note F—Fair Value Measurements for additional information.

Deferred Gift Card Revenue

The following table presents deferred gift card revenue activity:
In thousands October 29,
2022 October 30,
2021
Balance, beginning of year $ 685,202 $ 576,187
Deferred revenue 1,258,784 1,169,729
Effect of exchange rates changes on deferred revenue (9,466) 1,799
Revenue recognized (1,317,335) (1,201,704)
Balance, end of period $ 617,185 $ 546,011


In millions	April 29, 2023		April 30, 2022
Balance, beginning of year	$	721	$	685
Deferred revenue	381		384
Effect of exchange rates changes on deferred revenue	(1)		(3)
Revenue recognized	(444)		(443)
Balance, end of period	$	657	$	623

TJX recognized ~~$412 million~~$0.4 billion in gift card revenue for both the three months ended ~~October~~April 29, ~~2022~~2023 and ~~$400 million in gift card revenue for~~ the three months ended ~~October~~April 30, ~~2021.~~2022. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were issued during the period.

Leases

Supplemental cash flow information related to leases is as follows:


		Thirty-Nine Weeks Ended					Thirteen Weeks Ended
In thousands		October 29, 2022		October 30, 2021
In millions						In millions	April 29, 2023		April 30, 2022
Operating cash flows paid for operating leases	Operating cash flows paid for operating leases	$	1,453,151	$	1,571,815	Operating cash flows paid for operating leases	$	495	$	488
Lease liabilities arising from obtaining right of use assets	Lease liabilities arising from obtaining right of use assets	$	1,696,883	$	1,427,486	Lease liabilities arising from obtaining right of use assets	$	529	$	757

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”). 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.

Note B. Property at Cost

The following table presents the components of property at cost:


In thousands		October 29, 2022		January 29, 2022		October 30, 2021
In millions								In millions	April 29, 2023		January 28, 2023		April 30, 2022
Land and buildings	Land and buildings	$	1,983,902	$	1,911,569	$	1,813,270	Land and buildings	$	2,055	$	2,043	$	1,930
Leasehold costs and improvements	Leasehold costs and improvements	3,743,919		3,652,280		3,655,735		Leasehold costs and improvements	3,968		3,874		3,615
Furniture, fixtures and equipment	Furniture, fixtures and equipment	7,189,806		6,871,777		6,761,778		Furniture, fixtures and equipment	7,579		7,400		6,961
Total property at cost	Total property at cost	$	12,917,627	$	12,435,626	$	12,230,783	Total property at cost	$	13,602	$	13,317	$	12,506
Less: accumulated depreciation and amortization	Less: accumulated depreciation and amortization	7,344,907		7,164,799		7,065,533		Less: accumulated depreciation and amortization	7,703		7,534		7,217
Net property at cost	Net property at cost	$	5,572,720	$	5,270,827	$	5,165,250	Net property at cost	$	5,899	$	5,783	$	5,289

Depreciation expense was ~~$217 million~~$0.2 billion for both the three months ended ~~October~~April 29, ~~2022~~2023 and ~~$215 million for~~ the three months ended ~~October~~April 30, ~~2021. Depreciation expense was $651 million for the nine months ended October 29, 2022 and $640 million for the nine months ended October 30, 2021.~~2022.

Non-cash investing activities in the cash flows consist of accrued capital additions of ~~$190 million and $148 million~~$0.2 billion as of both of the periods ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021,~~2022, respectively.

Note C. Accumulated Other Comprehensive (Loss) Income

Amounts included in Accumulated other comprehensive ~~loss~~(loss) income are recorded net of taxes. The following table details the changes in Accumulated other comprehensive loss for the twelve months ended January ~~29, 2022~~28, 2023 and the ~~nine~~three months ended ~~October~~April 29, ~~2022:~~2023:

In thousands Foreign
Currency
Translation Deferred
Benefit
Costs Cash
Flow
Hedge
on Debt Accumulated
Other
Comprehensive
(Loss) Income
Balance, January 30, 2021 $ (441,532) $ (164,802) $ 263 $ (606,071)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $207) (46,715) — — (46,715)
Recognition of net gains/losses on benefit obligations (net of taxes of $17,659) — (48,504) — (48,504)
Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $603) — — (263) (263)
Amortization of prior service cost and deferred gains/losses (net of taxes of $4,588) — 14,403 — 14,403
Balance, January 29, 2022 $ (488,247) $ (198,903) $ — $ (687,150)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $8,803) (154,405) — — (154,405)
Reclassifications from other comprehensive loss to net income:
Amortization of prior service cost and deferred gains/losses (net of taxes of $4,353) — 11,956 — 11,956
Balance, October 29, 2022 $ (642,652) $ (186,947) $ — $ (829,599)


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

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

Reclassifications from other comprehensive loss to net income:

Amortization of prior service cost and deferred gains/losses, net of taxes	—		16		16
Balance, January 28, 2023	$	(544)	$	(62)	$	(606)
Additions to other comprehensive loss:
Foreign currency translation adjustments, net of taxes	14		—		14
Reclassifications from other comprehensive loss to net income:


Amortization of prior service cost and deferred gains/losses, net of taxes	—		0		0
Balance, April 29, 2023	$	(530)	$	(62)	$	(592)

Note D. Capital Stock and Earnings Per Share

Capital Stock

TJX repurchased and retired ~~7.7~~6.5 million shares of its common stock at a cost of approximately $0.5 billion, including applicable excise tax, during the quarter ended ~~October~~April 29, ~~2022, on a “trade date” basis. During the nine months ended October 29, 2022, TJX repurchased and retired 29.1 million shares of its common stock at a cost of approximately $1.8 billion,~~2023, on a “trade date” basis. TJX reflects stock repurchases in its consolidated financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of ~~$1.8~~$0.5 billion for the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 and ~~$1.1~~$0.6 billion for the ~~nine~~three months ended ~~October~~April 30, ~~2021.~~2022. These expenditures were funded by cash on hand and cash generated from current and prior period operations.

In February ~~2022,~~2023, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional ~~$3.0~~$2 billion of TJX common stock from time to time. Under this program and previously announced programs, TJX had approximately ~~$2.0~~$3 billion available for repurchase as of ~~October~~April 29, ~~2022.~~2023.

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

Earnings Per Share

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


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
Amounts in thousands, except per share amounts		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Amounts in millions, except per share amounts										Amounts in millions, except per share amounts	April 29, 2023		April 30, 2022
Basic earnings per share:	Basic earnings per share:									Basic earnings per share:
Net income	Net income	$	1,062,806	$	1,023,000	$	2,459,619	$	2,342,611	Net income	$	891	$	587
Weighted average common shares outstanding for basic earnings per share calculation	Weighted average common shares outstanding for basic earnings per share calculation	1,160,763		1,200,661		1,168,608		1,203,718		Weighted average common shares outstanding for basic earnings per share calculation	1,153		1,177
Basic earnings per share	Basic earnings per share	$	0.92	$	0.85	$	2.10	$	1.95	Basic earnings per share	$	0.77	$	0.50
Diluted earnings per share:	Diluted earnings per share:									Diluted earnings per share:
Net income	Net income	$	1,062,806	$	1,023,000	$	2,459,619	$	2,342,611	Net income	$	891	$	587

Weighted average common shares outstanding for basic earnings per share calculation	Weighted average common shares outstanding for basic earnings per share calculation	1,160,763		1,200,661		1,168,608		1,203,718		Weighted average common shares outstanding for basic earnings per share calculation	1,153		1,177
Assumed exercise / vesting of stock options and awards		11,504		15,029		11,284		15,520
Assumed exercise/vesting of stock options and awards										Assumed exercise/vesting of stock options and awards	12		12
Weighted average common shares outstanding for diluted earnings per share calculation	Weighted average common shares outstanding for diluted earnings per share calculation	1,172,267		1,215,690		1,179,892		1,219,238		Weighted average common shares outstanding for diluted earnings per share calculation	1,165		1,189
Diluted earnings per share	Diluted earnings per share	$	0.91	$	0.84	$	2.08	$	1.92	Diluted earnings per share	$	0.76	$	0.49
Cash dividends declared per share	Cash dividends declared per share	$	0.295	$	0.26	$	0.885	$	0.78	Cash dividends declared per share	$	0.3325	$	0.295

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 ~~period.~~periods. Such options are excluded because they would have an antidilutive effect. There were ~~11.2~~6 million such options excluded for the thirteen weeks ~~and thirty-nine weeks~~ ended ~~October~~April 29, ~~2022.~~2023. There were ~~5.3~~5.1 million such options excluded for the thirteen weeks ~~and thirty-nine weeks~~ ended ~~October~~April 30, ~~2021.~~2022.

Note E. Financial Instruments

As a result of its operating and financing activities, TJX is exposed to market risks from changes in interest and foreign currency exchange rates and fuel costs. These market risks may adversely affect TJX’s operating results and financial position. TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of derivative financial instruments when and to the extent deemed appropriate. TJX does not use derivative financial instruments for trading or other speculative purposes and does not use any leveraged derivative financial instruments. TJX recognizes all derivative instruments as either assets or liabilities in the 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~~(loss) income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged.

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 2022, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2023, and during the first nine months of~~ fiscal 2023, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal 2024, and during the first ~~nine~~three months of fiscal ~~2024.~~2024, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for the first three months of fiscal 2025. The hedge agreements outstanding at ~~October~~April 29, ~~2022~~2023 relate to approximately 50% of TJX’s estimated notional diesel fuel requirements for the remainder of fiscal ~~2023~~2024 and the first ~~nine~~three months of fiscal ~~2024.~~2025. These diesel fuel hedge agreements will settle throughout fiscal ~~2023~~2024 and throughout the first ~~ten~~four months of fiscal ~~2024.~~2025. 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 ~~October~~April 29, ~~2022~~2023 cover merchandise purchases the Company is committed to over the next several ~~months.~~months in fiscal 2024. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the U.K. Merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. A portion of the inflows of Euros to the central buying entity provides a natural hedge for merchandise purchased from third-party vendors that is denominated in Euros. TJX calculates any excess Euro exposure each month and enters into forward contracts of approximately 30 days' duration to mitigate this exposure.

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 ~~October~~April 29, ~~2022:~~2023:


In thousands			Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at October 29, 2022
In millions														In millions		Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at April 29, 2023
Fair value hedges:	Fair value hedges:													Fair value hedges:
Intercompany balances, primarily debt related:
Intercompany balances, primarily debt:														Intercompany balances, primarily debt:

		€	60,000	£	51,156	0.8526	(Accrued Exp)	$	—	$	(794)	$	(794)		€	60	£	53	0.8807	(Accrued Exp)	$	—	$	0.0	$	0.0
		A$	170,000	U.S.$	119,579	0.7034	Prepaid Exp	10,612		—		10,612			A$	150	U.S.$	105	0.7003	Prepaid Exp	4.9		—		4.9
		U.S.$	74,646	£	55,000	0.7368	(Accrued Exp)	—		(11,295)		(11,295)			U.S.$	69	£	55	0.8010	Prepaid Exp	0.2		—		0.2
		£	200,000	U.S.$	246,811	1.2341	Prepaid Exp / (Accrued Exp)	20,765		(4,074)		16,691			£	200	U.S.$	244	1.2191	(Accrued Exp)	—		(6.5)		(6.5)
		€	200,000	U.S.$	217,236	1.0862	Prepaid Exp / (Accrued Exp)	17,655		(547)		17,108			€	200	U.S.$	213	1.0641	Prepaid Exp / (Accrued Exp)	0.1		(8.0)		(7.9)

Economic hedges for which hedge accounting was not elected:	Economic hedges for which hedge accounting was not elected:													Economic hedges for which hedge accounting was not elected:
		Diesel fuel contracts	Fixed on 3.1M – 3.9M gal per month		Float on 3.1M – 3.9M gal per month	N/A	Prepaid Exp	18,365		—		18,365			Diesel fuel contracts	Fixed on 3.0M – 3.8M gal per month	Float on 3.0M – 3.8M gal per month		N/A	(Accrued Exp)	—		(19.3)		(19.3)
Intercompany billings in TJX International, primarily merchandise related:
Intercompany billings in TJX International, primarily merchandise:														Intercompany billings in TJX International, primarily merchandise:
		€	222,000	£	194,677	0.8769	Prepaid Exp	4,170		—		4,170			€	100	£	88	0.8811	Prepaid Exp	0.3		—		0.3
Merchandise purchase commitments:	Merchandise purchase commitments:													Merchandise purchase commitments:
		C$	710,029	U.S.$	542,000	0.7633	Prepaid Exp / (Accrued Exp)	22,308		(459)		21,849			C$	821	U.S.$	610	0.7434	Prepaid Exp / (Accrued Exp)	4.9		(1.5)		3.4
		C$	16,101	€	12,000	0.7453	Prepaid Exp / (Accrued Exp)	151		(39)		112			C$	27	€	18	0.6790	Prepaid Exp / (Accrued Exp)	0.2		0.0		0.2
		£	388,909	U.S.$	474,500	1.2201	Prepaid Exp / (Accrued Exp)	29,735		(2,977)		26,758			£	367	U.S.$	445	1.2147	Prepaid Exp / (Accrued Exp)	0.2		(13.3)		(13.1)
		A$	79,273	U.S.$	54,250	0.6843	Prepaid Exp	3,600		—		3,600			A$	90	U.S.$	61	0.6829	Prepaid Exp / (Accrued Exp)	1.6		(0.1)		1.5
		zł	614,000	£	108,039	0.1760	(Accrued Exp)	—		(2,806)		(2,806)			zł	532	£	98	0.1833	(Accrued Exp)	—		(4.1)		(4.1)

		U.S.$	87,699	€	84,500	0.9635	Prepaid Exp / (Accrued Exp)	263		(3,953)		(3,690)			U.S.$	120	€	112	0.9271	Prepaid Exp / (Accrued Exp)	2.6		(0.1)		2.5
Total fair value of derivative financial instruments	Total fair value of derivative financial instruments							$	127,624	$	(26,944)	$	100,680	Total fair value of derivative financial instruments							$	15.0	$	(52.9)	$	(37.9)

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


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

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

The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at ~~January 29,~~April 30, 2022:
In thousands Pay Receive Blended
Contract
Rate Balance Sheet
Location Current
Asset
U.S.$ Current
(Liability)
U.S.$
Net Fair
Value in
U.S.$ at
January 29,
2022
Fair value hedges:
Intercompany balances, primarily debt related:
zł 25,000 £ 4,541 0.1816 Prepaid Exp $ 72 $ — $ 72
€ 60,000 £ 50,568 0.8428 Prepaid Exp 111 — 111
A$ 170,000 U.S.$ 122,061 0.7180 Prepaid Exp 2,047 — 2,047
U.S.$ 74,646 £ 55,000 0.7368 (Accrued Exp) — (918) (918)
€ 200,000 U.S.$ 230,319 1.1516 Prepaid Exp 4,535 — 4,535
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
3.6M – 4.0M
gal per month
Float on
3.6M– 4.0M
gal per month
N/A Prepaid Exp 23,649 — 23,649
Intercompany billings in TJX International, primarily merchandise related:
€ 91,000 £ 75,894 0.8340 (Accrued Exp) — (145) (145)
Merchandise purchase commitments:
C$ 987,756 U.S.$ 783,000 0.7927 Prepaid Exp / (Accrued Exp) 6,641 (80) 6,561
C$ 38,138 € 26,500 0.6948 (Accrued Exp) — (248) (248)
£ 325,482 U.S.$ 442,100 1.3583 Prepaid Exp / (Accrued Exp) 6,023 (632) 5,391
zł 453,000 £ 82,112 0.1813 Prepaid Exp / (Accrued Exp) 744 (449) 295
A$ 65,551 U.S.$ 47,500 0.7246 Prepaid Exp 1,270 — 1,270
U.S.$ 66,989 € 59,000 0.8807 (Accrued Exp) — (820) (820)
Total fair value of derivative financial instruments $ 45,092 $ (3,292) $ 41,800

~~The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at October 30, 2021:~~


In thousands			Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at October 30, 2021
In millions														In millions		Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at April 30, 2022
Fair value hedges:	Fair value hedges:													Fair value hedges:
Intercompany balances, primarily debt related:
Intercompany balances, primarily debt:														Intercompany balances, primarily debt:
		zł	45,000	£	8,846	0.1966	Prepaid Exp	$	780	$	—	$	780		zł	25	£	5	0.1816	Prepaid Exp	$	0.1	$	—	$	0.1
		€	60,000	£	50,815	0.8469	(Accrued Exp)	—		(340)		(340)			€	60	£	51	0.8428	(Accrued Exp)	—		(0.1)		(0.1)
		A$	170,000	U.S.$	127,603	0.7506	Prepaid Exp / (Accrued Exp)	1,866		(2,075)		(209)			A$	170	U.S.$	122	0.7180	Prepaid Exp	1.9		—		1.9
		U.S.$	75,102	£	55,000	0.7323	Prepaid Exp	54		—		54			U.S.$	75	£	55	0.7368	(Accrued Exp)	—		(5.6)		(5.6)
															£	150	U.S.$	204	1.3578	Prepaid Exp	15.5		—		15.5
		€	200,000	U.S.$	239,776	1.1989	Prepaid Exp	6,957		—		6,957			€	200	U.S.$	229	1.1462	Prepaid Exp	16.8		—		16.8

Economic hedges for which hedge accounting was not elected:	Economic hedges for which hedge accounting was not elected:													Economic hedges for which hedge accounting was not elected:
		Diesel fuel contracts	Fixed on 3.7M – 4.0M gal per month		Float on 3.7M – 4.0M gal per month	N/A	Prepaid Exp	22,095		—		22,095			Diesel fuel contracts	Fixed on 3.2M – 4.0M gal per month	Float on 3.2M – 4.0M gal per month		N/A	Prepaid Exp	53.7		—		53.7
Intercompany billings in TJX International, primarily merchandise related:
Intercompany billings in TJX International, primarily merchandise:														Intercompany billings in TJX International, primarily merchandise:
		€	46,000	£	39,057	0.8491	(Accrued Exp)	—		(28)		(28)			€	260	£	217	0.8331	(Accrued Exp)	—		(2.3)		(2.3)

Merchandise purchase commitments:	Merchandise purchase commitments:													Merchandise purchase commitments:
		C$	608,976	U.S.$	488,000	0.8013	Prepaid Exp / (Accrued Exp)	1,566		(5,909)		(4,343)			C$	826	U.S.$	655	0.7929	Prepaid Exp	14.2		—		14.2
		C$	27,997	€	19,000	0.6786	(Accrued Exp)	—		(574)		(574)			C$	31	€	22	0.7108	(Accrued Exp)	—		(0.8)		(0.8)
		£	344,793	U.S.$	477,600	1.3852	Prepaid Exp / (Accrued Exp)	7,321		(732)		6,589			£	436	U.S.$	582	1.3354	Prepaid Exp / (Accrued Exp)	36.3		(0.2)		36.1
		A$	57,829	U.S.$	42,500	0.7349	(Accrued Exp)	—		(986)		(986)			A$	70	U.S.$	51	0.7264	Prepaid Exp	1.4		—		1.4
		zł	442,000	£	82,252	0.1861	Prepaid Exp / (Accrued Exp)	1,349		(85)		1,264			zł	615	£	110	0.1796	Prepaid Exp	2.5		—		2.5

		U.S.$	75,930	€	64,000	0.8429	(Accrued Exp)	—		(1,630)		(1,630)			U.S.$	152	€	136	0.8910	(Accrued Exp)	—		(9.0)		(9.0)
Total fair value of derivative financial instruments	Total fair value of derivative financial instruments							$	41,988	$	(12,359)	$	29,629	Total fair value of derivative financial instruments							$	142.4	$	(18.0)	$	124.4

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


			Amount of Gain (Loss) Recognized in Income by Derivative										Amount of Gain (Loss) Recognized in Income by Derivative
		Location of Gain (Loss) Recognized in Income by Derivative	Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Location of Gain (Loss) Recognized in Income by Derivative	Thirteen Weeks Ended
In thousands			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
In millions											In millions		Location of Gain (Loss) Recognized in Income by Derivative		April 29, 2023		April 30, 2022
Fair value hedges:	Fair value hedges:										Fair value hedges:
Intercompany balances, primarily debt related		Selling, general and administrative expenses	$	23,328	$	7,750	$	56,684	$	20,303
Intercompany balances, primarily debt											Intercompany balances, primarily debt	Selling, general and administrative expenses			$	6	$	24
Economic hedges for which hedge accounting was not elected:	Economic hedges for which hedge accounting was not elected:										Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts	Diesel fuel contracts	Cost of sales, including buying and occupancy costs	(491)		9,908		53,038		30,754		Diesel fuel contracts	Cost of sales, including buying and occupancy costs	(18)		44
Intercompany billings in TJX International, primarily merchandise related		Cost of sales, including buying and occupancy costs	(6,004)		887		(6,122)		4,432
Intercompany billings in TJX International, primarily merchandise											Intercompany billings in TJX International, primarily merchandise	Cost of sales, including buying and occupancy costs	0		0

Merchandise purchase commitments	Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	65,215		3,760		113,609		(499)		Merchandise purchase commitments	Cost of sales, including buying and occupancy costs	8		41
Gain recognized in income			$	82,048	$	22,305	$	217,209	$	54,990
(Loss) gain recognized in income											(Loss) gain recognized in income		$	(4)	$	109

1514

Note F. Fair Value Measurements

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


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

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

Level 3:						Unobservable inputs for the asset or liability

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


In thousands		October 29, 2022		January 29, 2022		October 30, 2021
In millions								In millions	April 29, 2023		January 28, 2023		April 30, 2022
Level 1	Level 1							Level 1
Assets:	Assets:							Assets:
Executive Savings Plan investments	Executive Savings Plan investments	$	342,621	$	387,666	$	405,290	Executive Savings Plan investments	$	372.9	$	371.6	$	366.0
Level 2	Level 2							Level 2
Assets:	Assets:							Assets:

Foreign currency exchange contracts	Foreign currency exchange contracts	$	109,259	$	21,443	$	19,893	Foreign currency exchange contracts	$	15.0	$	8.6	$	88.7
Diesel fuel contracts	Diesel fuel contracts	18,365		23,649		22,095		Diesel fuel contracts	—		3.9		53.7
Liabilities:	Liabilities:							Liabilities:
Foreign currency exchange contracts	Foreign currency exchange contracts	$	26,944	$	3,292	$	12,359	Foreign currency exchange contracts	$	33.6	$	45.1	$	18.0
Diesel fuel contracts								Diesel fuel contracts	19.3		—		—

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 2.2 inputs. The fair value of long-term debt as of ~~October~~April 29, ~~2022~~2023 was ~~$2.5~~$2.7 billion compared to a carrying value of $2.9 billion primarily due to the recent increase in interest rates. The fair value and the carrying value of the current portion of long-term debt as of ~~October~~April 29, ~~2022 was $0.5 billion compared to a carrying value of~~2023 were both $0.5 billion. The fair value of long-term debt as of January ~~29, 2022~~28, 2023 was ~~$3.5~~$2.6 billion compared to a carrying value of ~~$3.4~~$2.9 billion. The fair value and the carrying value of the current portion of long-term debt as of January 28, 2023 were both $0.5 billion. The fair value of long-term debt as of ~~October~~April 30, ~~2021~~2022 was ~~$3.6~~$3.2 billion compared to a carrying value of $3.4 billion. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations. For additional information on long-term debt, see Note I—Long-Term Debt and Credit Lines.

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

Certain assets and liabilities are measured at fair value on a nonrecurring basis, whereas the majority of assets and liabilities are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of an impairment. For the periods ended ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023 and April 30, 2022, ~~and October 30, 2021,~~ the Company did not record any material impairments to long-lived assets.

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

1615

Note G. Segment Information

TJX operates four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and the HomeGoods segment (HomeGoods, Homesense, and homegoods.com) both operate in the United States, the TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in Europe and T.K. Maxx in Australia. In addition to the Company’s four main business segments, Sierra operates retail stores and sierra.com in the U.S. The results of Sierra are included in the Marmaxx segment.

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

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

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


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
In thousands		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
In millions										In millions	April 29, 2023		April 30, 2022
Net sales:	Net sales:									Net sales:
In the United States:	In the United States:									In the United States:
Marmaxx	Marmaxx	$	7,454,907	$	7,213,681	$	21,562,396	$	21,203,098	Marmaxx	$	7,366	$	6,871
HomeGoods	HomeGoods	1,947,490		2,253,567		5,839,588		6,478,584		HomeGoods	1,966		2,036
TJX Canada	TJX Canada	1,285,049		1,301,272		3,615,283		3,088,357		TJX Canada	1,038		1,082
TJX International	TJX International	1,478,840		1,763,370		4,398,501		3,925,575		TJX International	1,413		1,417
Total net sales	Total net sales	$	12,166,286	$	12,531,890	$	35,415,768	$	34,695,614	Total net sales	$	11,783	$	11,406
Segment profit:	Segment profit:									Segment profit:
In the United States:	In the United States:									In the United States:
Marmaxx	Marmaxx	$	1,002,722	$	989,560	$	2,840,121	$	2,828,590	Marmaxx	$	1,028	$	904
HomeGoods	HomeGoods	172,741		262,640		344,342		696,768		HomeGoods	144		122
TJX Canada	TJX Canada	203,191		168,558		527,581		358,821		TJX Canada	117		127
TJX International	TJX International	98,445		127,074		216,292		78,972		TJX International	38		13
Total segment profit	Total segment profit	1,477,099		1,547,832		3,928,336		3,963,151		Total segment profit	1,327		1,166
General corporate expense	General corporate expense	118,315		148,123		384,276		472,167		General corporate expense	156		77

Impairment on equity investment	Impairment on equity investment	—		—		217,619		—		Impairment on equity investment	—		218
Loss on early extinguishment of debt		—		—		—		242,248

Interest (income) expense, net	Interest (income) expense, net	(427)		20,674		29,365		94,023		Interest (income) expense, net	(37)		19
Income before income taxes	Income before income taxes	$	1,359,211	$	1,379,035	$	3,297,076	$	3,154,713	Income before income taxes	$	1,208	$	852

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					Funded Plan				Unfunded Plan
		Thirteen Weeks Ended									Thirteen Weeks Ended
In thousands		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
In millions										In millions	April 29, 2023		April 30, 2022		April 29, 2023		April 30, 2022
Service cost	Service cost	$	11,946	$	11,900	$	238	$	309	Service cost	$	8	$	12	$	1	$	1
Interest cost	Interest cost	14,806		13,073		1,018		764		Interest cost	18		15		1		1
Expected return on plan assets	Expected return on plan assets	(22,236)		(24,017)		—		—		Expected return on plan assets	(20)		(22)		—		—
Amortization of net actuarial loss and prior service cost	Amortization of net actuarial loss and prior service cost	5,050		3,358		952		1,076		Amortization of net actuarial loss and prior service cost	0		4		0		1

Total expense	Total expense	$	9,566	$	4,314	$	2,208	$	2,149	Total expense	$	6	$	9	$	2	$	3

		Funded Plan				Unfunded Plan
		Thirty-Nine Weeks Ended
In thousands		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Service cost		$	36,282	$	36,837	$	1,693	$	1,819
Interest cost		43,658		39,073		2,880		2,324
Expected return on plan assets		(66,693)		(72,001)		—		—
Amortization of net actuarial loss and prior service cost		13,600		10,858		2,709		3,385

Total expense		$	26,847	$	14,767	$	7,282	$	7,528

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 ~~2023~~2024 for the funded plan. The Company anticipates making contributions of $4 million to provide current benefits coming due under the unfunded plan in fiscal ~~2023.~~2024.

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~~(loss) income to the Consolidated Statements of Income, net of related tax effects, for the periods presented.

Subsequent to the end of the quarter, the Company announced that it will be offering eligible, former TJX Associates who have not yet commenced their qualified pension plan benefit an opportunity to receive a voluntary lump sum payout of their vested pension plan benefit. As a result, the Company anticipates an immaterial non-cash settlement charge. This potential non-cash settlement charge is expected to be incurred in the third quarter of fiscal 2024 and would impact the Company’s pretax profit margin and earnings per share results.

Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt as of ~~October~~April 29, ~~2022,~~2023, January ~~29, 2022~~28, 2023 and ~~October~~April 30, ~~2021.~~2022. All amounts are net of unamortized debt discounts.
In thousands October 29,
2022 January 29,
2022 October 30,
2021
General corporate debt:
2.500% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $22 at October 29, 2022, $56 at January 29, 2022 and $67 at October 30, 2021) $ 499,978 $ 499,944 $ 499,933
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $2,860 at October 29, 2022, $3,419 at January 29, 2022 and $3,606 at October 30, 2021) 997,140 996,581 996,394
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount of $715 at October 29, 2022, $811 at January 29, 2022, and $843 at October 30, 2021) 499,285 499,189 499,157
3.875% senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89% after reduction of unamortized debt discount of $460 at October 29, 2022, $506 at January 29, 2022 and $522 at October 30, 2021) 495,390 495,344 495,328
1.600% senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61% after reduction of unamortized debt discount of $507 at October 29, 2022, $551 at January 29, 2022, and $566 at October 30, 2021) 499,493 499,449 499,434
4.500% senior unsecured notes, maturing April 15, 2050 (effective interest rate of 4.52% after reduction of unamortized debt discount of $2,075 at October 29, 2022, $2,132 at January 29, 2022 and $2,151 at October 30, 2021) 383,424 383,367 383,348
Total debt 3,374,710 3,373,874 3,373,594
Current maturities of long-term debt, net of debt issuance costs (499,764) — —
Debt issuance costs (16,947) (19,033) (19,728)
Long-term debt $ 2,857,999 $ 3,354,841 $ 3,353,866


In millions and net of immaterial unamortized debt discount	April 29, 2023		January 28, 2023		April 30, 2022
General corporate debt:
2.500% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount)	$	500	$	500	$	500
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount)	998		997		997
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount)	499		499		499
3.875% senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89% after reduction of unamortized debt discount)	496		496		495
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	3,376		3,375		3,374
Current maturities of long-term debt, net of debt issuance costs	(500)		(500)		—
Debt issuance costs	(16)		(16)		(18)
Long-term debt	$	2,860	$	2,859	$	3,356

Senior Unsecured Notes

Subsequent to the quarter end, in the second quarter of fiscal 2024, the Company repaid its 2.500% ten-year Notes due May 2023 at maturity.

Credit Facilities

~~The Company~~TJX has two 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 ~~matures~~was set to mature in May 2024 (the “2024 Revolving Credit Facility”). On May 8, 2023, the Company amended the 2024 Revolving Credit Facility to (i) extend the maturity to May 8, 2028 and (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”, as amended, 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.

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

Under these credit facilities, the Company has maintained a borrowing capacity of $1.5 billion. ~~The terms~~As of ~~these revolving credit facilities require quarterly payments on the committed amount~~April 29, 2023, January 28, 2023 and payment of interest on borrowings at rates based on LIBOR or a base rate plus a variable margin, in each case based on the Company’s long-term debt ratings. The 2024 Revolving Credit Facility requires usage fees based on total credit extensions under the facility. As of October 29,April 30, 2022, ~~January 29, 2022 and October 30, 2021,~~ there were no amounts outstanding under ~~any of the Company’s~~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.

As of ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023 and April 30, 2022, ~~and October 30, 2021,~~ TJX Canada had two uncommitted credit lines, a C$10 million facility for operating expenses and a C$10 million letter of credit facility. As of ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023 and April 30, 2022, ~~and October 30, 2021,~~ and during the quarters and year then ended, there were no amounts outstanding on the Canadian credit lines for operating expenses. As of ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023 and April 30, 2022, ~~and October 30, 2021,~~ the Company’s European business at TJX International had an uncommitted credit line of £5 million. As of ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023 and April 30, 2022, ~~and October 30, 2021,~~ and during the quarters and year then ended, there were no amounts outstanding on the European credit line.

Note J. Income Taxes

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

The effective income tax rate was ~~21.8%~~26.2% for the ~~third~~first quarter of fiscal ~~2023~~2024 and ~~25.8%~~31.1% for the ~~third~~first quarter of fiscal ~~2022.~~2023. The decrease in the first quarter of fiscal 2024 effective income tax rate was ~~25.4% for the first nine months of fiscal 2023 and 25.7% for the first nine months of fiscal 2022. The decrease in the third quarter and first nine months of fiscal 2023 effective income tax rate is~~ primarily due to the ~~$54 million benefit from~~first quarter of fiscal 2023 reflecting the ~~completion of the divestiture~~impairment of our minority investment in Familia ~~the change of jurisdictional mix of profits and losses and~~with no estimated tax benefit that was partially offset by the resolution of various tax ~~matters, partially offset by a reduction of excess tax benefits from share-based compensation.~~matters.

TJX had net unrecognized tax benefits of ~~$262~~$266 million as of ~~October~~April 29, ~~2022, $288~~2023, $265 million as of January ~~29, 2022~~28, 2023 and ~~$287~~$273 million as of ~~October~~April 30, ~~2021.~~2022.

TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S. and India, fiscal years through 2010 are no longer subject to examination. In 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 was $40 million as of April 29, 2023, $37 million as of ~~October 29, 2022, $43~~January 28, 2023 and $44 million as of ~~January 29, 2022 and $43 million as of October~~April 30, ~~2021.~~2022.

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 ~~October~~April 29, ~~2022.~~2023. During the next 12 months, it is reasonably possible that tax audit resolutions may reduce unrecognized tax benefits by up to ~~$41~~$54 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.~~

2018

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 ~~October~~April 29, ~~2022~~2023

Compared to

The Thirteen Weeks ~~(third~~(first quarter) ~~and Thirty-Nine Weeks (nine months)~~ Ended ~~October~~April 30, ~~2021~~2022

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 five distinctive branded e-commerce sites. We operate over ~~4,700~~4,800 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and HomeGoods (which operates HomeGoods, Homesense and homegoods.com); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense and tkmaxx.com in Europe, and T.K. 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 ~~October~~April 29, ~~2022~~2023 include the following:

–Net sales ~~decreased~~increased 3% to ~~$12.2~~$11.8 billion for the ~~third~~first quarter of fiscal ~~2023~~2024 versus last year’s ~~third~~first quarter sales of ~~$12.5~~$11.4 billion. ~~On a constant currency basis, net sales were flat.~~ As of ~~October~~April 29, ~~2022,~~2023, the number of stores in operation increased 2%3% and selling square footage increased 2%3% compared to the end of the ~~third~~first quarter of fiscal ~~2022.~~2023.

–~~U.S. comp store sales decreased2% for the third quarter of fiscal 2023. U.S. open-only~~Consolidated comp store sales increased ~~16%~~3% for the ~~third~~first quarter of fiscal ~~2022.~~2024. See Net Sales below for definition of ~~both U.S. comp store sales and U.S. open-only~~ comp store sales.

–Net sales decreased 1% for TJX Canada and decreased 16% for TJX International for the third quarter of fiscal 2023. On a constant currency basis, net sales increased 4% for TJX Canada and decreased 1% for TJX International.

–Diluted earnings per share for the ~~third~~first quarter of fiscal ~~2023~~2024 were ~~$0.91~~$0.76 versus ~~$0.84~~$0.49 in the ~~third~~first quarter of fiscal ~~2022.~~2023. The ~~third~~first quarter of fiscal 2023 included a ~~$0.05 positive impact due to a $54~~$218 million ~~tax benefit from the completion of the divestiture of~~impairment on our ~~minority~~equity investment in ~~Familia.~~Familia, or a $0.19 negative impact on earnings per share.

–Pre-tax profit margin (the ratio of pre-tax income to net sales) for the ~~third~~first quarter of fiscal ~~2023~~2024 was ~~11.2%~~10.3%, ~~which was~~ a ~~0.2~~2.8 percentage point increase compared with ~~11.0%~~7.5% in the ~~third~~first quarter of fiscal ~~2022.~~2023, which included a negative 1.9 percentage point impact from the impairment on our equity investment in Familia.

–Our cost of sales, ~~ratio,~~ including buying and occupancy costs, ratio for the ~~third~~first quarter of fiscal ~~2023~~2024 was ~~70.9%~~71.1%, a ~~0.4~~1.0 percentage point ~~increase~~decrease compared with ~~70.5%~~72.1% in the ~~third~~first quarter of fiscal ~~2022.~~2023.

–Our selling, general and administrative (“SG&A”) expense ratio for the ~~third~~first quarter of fiscal ~~2023~~2024 was ~~18.0%~~19.0%, a ~~0.3~~0.6 percentage point ~~decrease~~increase compared with ~~18.3%~~18.4% in the ~~third~~first quarter of fiscal ~~2022.~~2023.

–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 ~~up 27%~~down 5% on a reported basis and ~~31%~~down 4% on a constant currency basis at the end of the ~~third~~first quarter of fiscal ~~2023.~~2024.

–During the ~~third~~first quarter of fiscal ~~2023,~~2024, we returned over $0.8 billion to our shareholders through share repurchases and dividends.

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				Thirteen Weeks Ended
		October 29, 2022		October 30, 2021			October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
Net sales	Net sales	100.0	%	100.0	%		100.0	%	100.0	%	Net sales	100.0	%	100.0	%
Cost of sales, including buying and occupancy costs	Cost of sales, including buying and occupancy costs	70.9		70.5			71.8		71.0		Cost of sales, including buying and occupancy costs	71.1		72.1
Selling, general and administrative expenses	Selling, general and administrative expenses	18.0		18.3			18.2		19.0		Selling, general and administrative expenses	19.0		18.4
Impairment on equity investment	Impairment on equity investment	—		—			0.6		—		Impairment on equity investment	—		1.9
Loss on early extinguishment of debt		—		—			—		0.7

Interest (income) expense, net	Interest (income) expense, net	—		0.2			0.1		0.3		Interest (income) expense, net	(0.3)		0.2
Income before provision for income taxes*		11.2	%	11.0	%		9.3	%	9.1	%
Income before income taxes*											Income before income taxes*	10.3	%	7.5	%

*Figures may not foot due to rounding.

Net Sales

Net sales for the quarter ended ~~October~~April 29, ~~2022~~2023 totaled ~~$12.2~~$11.8 billion, a 3% ~~decrease~~increase versus ~~third~~first quarter fiscal ~~2022~~2023 net sales of ~~$12.5~~$11.4 billion. The ~~decrease~~increase reflects a 3% ~~negative impact from foreign currency exchange rates~~increase in comp store sales and a ~~2% decrease in U.S. comp~~1% increase from non-comp store sales, partially offset by a ~~2% increase from non-comp store sales. Net sales from our e-commerce sites combined amounted to less than 3% of total sales for each of the third quarters of fiscal 2023 and fiscal 2022.~~

Net sales for the nine months ended October 29, 2022 totaled $35.4 billion, a 2% increase versus the first nine months of fiscal 2022 net sales of $34.7 billion. The increase includes a 6% increase in non-comp store sales, which reflects a fully open store base for the nine-month period compared to temporary store closures of 6% for the first nine months of fiscal 2022. This was partially offset by a 2% decrease in U.S. comp store sales and a 2%1% negative impact from foreign currency exchange rates. Net sales from our e-commerce sites combined amounted to less than 3%2% of total sales for each of the first ~~nine months~~quarters of ~~both~~ fiscal ~~2023~~2024 and fiscal ~~2022.~~2023.

~~For fiscal 2023, we~~We have returned to our historical definition of comparable store ~~sales.~~sales (as defined below). While stores in the U.S. were open for all of fiscal 2022, a significant number of stores in TJX Canada and TJX International experienced ~~COVID-19 related~~COVID-related temporary store closures and government-mandated shopping restrictions during fiscal 2022. Therefore, in fiscal 2023, we ~~cannot~~could not measure year-over-year comparable store sales with fiscal 2022 in these geographies in a meaningful way. As a result, the comparable stores included in the fiscal 2023 measure ~~consist~~consisted of U.S. stores only, which we refer to as U.S. comparable store sales (“U.S. comp store sales”), and are calculated against sales for the comparable ~~periods~~period in fiscal 2022.

~~U.S. comp~~Comp store sales ~~decreased 2% for the third quarter and 2%~~increased 3% for the first ~~nine months~~quarter of fiscal ~~2023 compared to a 16% U.S. open-only comp store sales increase in the third quarter and an 18% open-only comp store increase in the first nine months of fiscal 2022.~~2024. U.S. comp store sales for ~~both periods~~the first quarter of fiscal 2023 were flat. Comp store sales reflect ~~a decrease~~an increase in customer traffic, partially offset by a decrease in average basket. Within average basket, a decline in units was partially offset by an increase in ~~average basket driven by higher~~ average ticket. Strong apparel comp sales outperformed a decline in home fashions sales for the ~~third~~first quarter ~~and first nine months ended October 29, 2022.~~

There remains significant uncertainty in the current macro-economic environment, driven by inflationary pressures, as well as ongoing industry-wide supply chain issues. These factors have impacted, and are expected to continue to impact, consumer discretionary spending and many of ~~the costs in our business.~~fiscal 2024.

As of ~~October~~April 29, ~~2022,~~2023, our store count increased 2%3% and selling square footage increased 2%3% compared to the end of the ~~third~~first quarter last year.

Definition of ~~Comp~~Comparable Store Sales

We define comparable 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 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 are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp percentage is immaterial.

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

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

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

–Sales from our e-commerce sites

We determine which stores are included in the comp store sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year.

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

Comp store sales may be referred to as “same store” sales by other retail companies. The method for calculating comp store sales varies across the retail ~~industry,~~industry; therefore, our measure of comp store sales may not be comparable to that of other retail companies.

We define customer traffic to be the number of transactions in stores and average ticket to be the average retail price of the units sold. We define average transaction or average basket to be the average dollar value of transactions.

~~Open-Only Comp Store Sales~~

Due to the temporary closing of stores as a result of the COVID-19 pandemic, our historical definition of comp store sales was not applicable for fiscal 2022. In order to provide a performance indicator for its stores, during fiscal 2022, we temporarily reported open-only comp store sales. Open-only comp store sales included stores initially classified as comp stores at the beginning of fiscal 2021. This measure reported the sales increase or decrease of these stores for the days the stores were open in fiscal 2022 against sales for the same days in fiscal 2020, prior to the emergence of the global pandemic.

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 growth as well as the net sales and operating results of these segments. Currency translation generally does not affect operating margins, or affects them only slightly, as sales and expenses of the foreign operations are translated at approximately the same rates within a given period.

Mark-to-Market Inventory Derivatives

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

Transactional Foreign Exchange

When discussing the impact on our results of the effect of foreign currency exchange rates on 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 ~~70.9%~~71.1% for the ~~third~~first quarter of fiscal ~~2023, an increase~~2024, a decrease of ~~0.4~~1 percentage ~~points~~point over ~~70.5%~~72.1% for the ~~third~~first quarter of fiscal ~~of 2022.~~2023.

Cost of sales, including buying and occupancy costs, as a percentage of net sales was 71.8% for the first nine months of fiscal 2023, an increase of 0.8 percentage points over 71.0% for the first nine months of fiscal of 2022.

The increase in the cost of sales ratio, including buying and occupancy costs, for the third quarter of fiscal 2023 was primarily attributable to deleverage on occupancy costs and investments in supply chain. Merchandise margin was flat as strong markon was fully offset by approximately 1.2 percentage points of incremental freight costs for the third quarter and higher markdowns.

~~The increase~~decrease in the cost of sales ratio, including buying and occupancy costs, for the first ~~nine months~~quarter of fiscal ~~2023~~2024 was primarily attributable to ~~lower~~higher merchandise margin, ~~and investments in supply chain. Within merchandise margin, strong markon was more than~~partially offset by ~~approximately 1.8 percentage points of incremental~~the unfavorable impact on the mark-to-market adjustment on fuel and inventory hedges. Merchandise margin reflects favorable freight costs ~~as well as~~and higher ~~markdowns.~~markon, partially offset by higher shrink accrual rates in the current year.

Selling, General and Administrative Expenses

SG&A expenses, as a percentage of net sales, ~~were 18.0%~~was 19.0% for the ~~third~~first quarter of fiscal ~~2023, a decrease~~2024, an increase of ~~0.3~~0.6 percentage points ~~from last year’s third quarter ratio of 18.3%.~~

~~SG&A expenses, as a percentage of net sales, were 18.2%~~over 18.4% for the first ~~nine months of fiscal 2023, a decrease of 0.8 percentage points from last year’s first nine months ratio of 19.0%.~~

~~The decrease in the SG&A ratio for the third~~ quarter of fiscal ~~2023 was primarily driven by lower store payroll costs due to a reduction in COVID-related costs as well as lower incentive compensation costs, partially offset by higher store wages.~~ 2023.

The ~~decrease~~increase in the SG&A ratio for the first ~~nine months~~quarter of fiscal ~~2023~~2024 was ~~primarily~~ driven by higher administrative costs, store ~~payroll due to a reduction of COVID-related costs.~~management and store associate payroll.

Impairment on Equity Investment

During ~~the first quarter ended April 30, 2022, due to the Russian invasion of Ukraine,~~fiscal 2023, we announced ~~that we had committed to divesting~~and completed the divestiture of our minority investment in ~~Familia, an off-price retailer of apparel and home fashions domiciled in Luxembourg that operates stores in Russia.~~Familia. As a result, we ~~performed an impairment analysis and concluded that there was an other-than-temporary impairment of this investment. We~~ recorded an impairment charge of $218 million in the first quarter of fiscal 2023 representing the entire carrying value of the ~~investment in the first quarter of fiscal 2023. We~~investment. Additionally, we realized a $54 million tax benefit when we completed the divestiture of this investment during the third quarter ~~ended October 29, 2022, resulting in a $54 million tax benefit.~~of fiscal 2023.

Interest (Income) Expense, net

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


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
In millions	In millions	October 29, 2022		October 30, 2021			October 29, 2022		October 30, 2021			In millions	April 29, 2023		April 30, 2022
Interest expense	Interest expense	$	23	$	23		$	69	$	100		Interest expense	$	23	$	23
Capitalized interest	Capitalized interest	(2)		(1)			(5)		(3)			Capitalized interest	(1)		(2)
Interest (income)	Interest (income)	(21)		(2)			(34)		(4)			Interest (income)	(59)		(2)
Interest expense, net		$	—	$	20		$	30	$	93
Interest (income) expense, net												Interest (income) expense, net	$	(37)	$	19

Net interest (income) expense decreased for ~~both~~ the ~~third~~first quarter of fiscal ~~2023 and the nine months ended October 29, 2022~~2024 compared to the same ~~periods~~period in fiscal ~~2022, primarily~~2023 due to ~~the $2.75 billion pay down of outstanding debt during fiscal 2022 as well as~~ an increase in interest income ~~over the same periods.~~driven by an increase in prevailing rates and a higher average cash balance.

Provision for Income Taxes

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

The effective income tax rate was ~~21.8%~~26.2% for the ~~third~~first quarter of fiscal ~~2023~~2024 compared to ~~25.8%~~31.1% for the ~~third~~first quarter of fiscal ~~2022.~~2023. The decrease in the first quarter of fiscal 2024 effective income tax rate was ~~25.4% and 25.7% for the first nine months of fiscal 2023 and fiscal 2022, respectively.~~

~~The decrease in the third quarter and first nine months of fiscal 2023 effective income tax rate is~~ primarily due to the ~~benefit from~~first quarter of fiscal 2023 reflecting the ~~completion of the divestiture~~impairment of our minority investment in Familia ~~the change of jurisdictional mix of profits and losses and~~with no estimated tax benefit that was partially offset by the resolution of various tax ~~matters, partially offset by a reduction of excess tax benefits from share-based compensation.~~matters.

Net Income and Diluted Earnings Per Share

Net income for the ~~third~~first quarter of fiscal ~~2023~~2024 was ~~$1.1~~$0.9 billion, or ~~$0.91~~$0.76 per diluted share compared with ~~$1.0~~$0.6 billion, or $0.84 per diluted share for the third quarter of fiscal 2022. The $54 million tax benefit on the divestiture of our minority investment in Familia had a $0.05 positive impact on earnings per share for the third quarter of fiscal 2023. Foreign currency had a $0.01 negative impact on earnings per share for the third quarter of fiscal 2023 compared to a $0.01 negative impact on earnings per share for the third quarter of fiscal 2022.

~~Net income for the first nine months of fiscal 2023 was $2.5 billion, or $2.08 per diluted share compared with $2.3 billion, or $1.92~~$0.49 per diluted share for the first ~~nine months~~quarter of fiscal ~~2022.~~2023. The $218 million impairment on our ~~previously-held minority~~equity investment in Familia ~~net of the $54 million tax benefit,~~ had a ~~$0.14~~$0.19 negative impact on earnings per share for the first ~~nine months~~quarter of fiscal 2023. Foreign currency had ~~a $0.02 negative impact on earnings per share for the first nine months of fiscal 2023 compared to~~ a neutral impact on earnings per share for the first ~~nine months~~quarter of fiscal ~~2022. The $242 million debt extinguishment charge in fiscal 2022 had~~2024 compared to a ~~$0.15 negative~~$0.02 positive impact on earnings per share for the first ~~nine months~~quarter of fiscal ~~2022.~~2023.

Subsequent to the end of the quarter, we announced that we will be offering eligible, former TJX Associates who have not yet commenced their qualified pension plan benefit an opportunity to receive a voluntary lump sum payout of their vested pension plan benefit. As a result, we anticipate an immaterial non-cash settlement charge. This potential non-cash settlement charge is expected to be incurred in the third quarter of fiscal 2024 and would impact our pretax profit margin and earnings per share results.

Segment Information

We operate four main business segments. Our Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and our HomeGoods segment (HomeGoods, Homesense and homegoods.com) both operate in the United States. Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in Europe and T.K. 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.

2522

U.S. SEGMENTS

Marmaxx
Thirteen Weeks Ended Thirty-Nine Weeks Ended
U.S. dollars in millions October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Net sales $ 7,455 $ 7,214 $ 21,562 $ 21,203
Segment profit $ 1,003 $ 990 $ 2,840 $ 2,829
Segment profit margin 13.5 % 13.7 % 13.2 % 13.3 %
Comp store sales(a)
3 % 11 % 1 % 14 %
Stores in operation at end of period:
T.J. Maxx 1,295 1,285
Marshalls 1,171 1,148
Sierra 72 55
Total 2,538 2,488
Selling square footage at end of period (in thousands):
T.J. Maxx 28,068 27,905
Marshalls 26,547 26,185
Sierra 1,156 895
Total 55,771 54,985

~~(a)Comp store sales reported for fiscal 2023 and open-only comp store sales reported for fiscal 2022.~~


	Thirteen Weeks Ended
U.S. dollars in millions		April 29, 2023			April 30, 2022
Net sales		$	7,366		$	6,871
Segment profit		$	1,028		$	904
Segment profit margin		14.0		%	13.2		%
Comp store sales		5		%	3		%
Stores in operation at end of period:
T.J. Maxx		1,304			1,285
Marshalls		1,189			1,155
Sierra		81			60
Total		2,574			2,500
Selling square footage at end of period (in millions):
T.J. Maxx		28			28
Marshalls		27			26
Sierra		1			1
Total		56			55

Net Sales

Net sales for Marmaxx were ~~$7.5~~$7.4 billion for the ~~third~~first quarter of fiscal ~~2023,~~2024, an increase of 3%7% compared to ~~$7.2~~$6.9 billion for the ~~third~~first quarter of fiscal ~~2022. The~~2023. This increase in the ~~third~~first quarter was driven by a 3%5% increase from comp store sales and a 2% increase from non comp store sales. The increase in comp store sales was ~~primarily~~ attributable to an increase in ~~average basket driven by higher average ticket, partially offset by a decrease in~~ customer traffic. ~~Net sales for Marmaxx were $21.6 billion for~~For the first ~~nine months of fiscal~~quarter ended April 29, 2023, an increase of 2% compared to $21.2 billion for the first nine months of fiscal 2022 due to a 1% increase from comp stores sales and a 1% increase from non-comp store sales. For both the three and nine months ended October 29, 2022, positivestrong apparel sales outperformed a decline in home fashions sales. All geographies generally performed in line with the overall comp store sales increase.

Segment Profit Margin

Segment profit margin ~~decreased~~increased to ~~13.5%~~14.0% for the ~~third~~first quarter of fiscal ~~2023~~2024 compared to ~~13.7%~~13.2% for the same period last year. The ~~decrease~~increase in segment profit margin for the ~~third~~first quarter of fiscal ~~2023~~2024 was driven by ~~lower~~improved merchandise margin and leverage on higher comp store ~~and distribution center wages and investments~~sales, primarily in supply chain, partially offset by lower store payroll reflecting lower COVID-related expenses and lower incentive compensation costs. Within merchandise margin, incremental freight costs and higher markdowns were partially offset by strong markon.

Segment profit margin decreased to 13.2% for the first nine months of fiscal 2023 compared to 13.3% for the same period last year. The decrease in segment profit margin for this period was driven by lower merchandise margin, higher store and distribution center wages and deleverage on administrative and occupancy costs, partially offset by ~~store payroll reflecting lower COVID-related expenses.~~increased administrative costs. Within merchandise margin, ~~incremental~~favorable freight ~~costs~~costs and higher ~~markdowns~~markon were partially offset by ~~strong markon.~~higher shrink accrual rates in the current year.

Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of Marmaxx’s net sales for the ~~third~~first quarter ~~and the first nine months~~ of fiscal ~~2023~~2024 and fiscal ~~2022,~~2023, and did not have a significant impact on year-over-year segment margin comparisons.

2623

HomeGoods
Thirteen Weeks Ended Thirty-Nine Weeks Ended
U.S. dollars in millions October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Net sales $ 1,948 $ 2,254 $ 5,840 $ 6,479
Segment profit $ 172 $ 263 $ 344 $ 697
Segment profit margin 8.9 % 11.7 % 5.9 % 10.8 %
Comp store sales(a)
(16) % 34 % (12) % 36 %
Stores in operation at end of period:
HomeGoods 880 850
Homesense 43 39
Total 923 889
Selling square footage at end of period (in thousands):
HomeGoods 16,084 15,550
Homesense 920 837
Total 17,004 16,387

~~(a)Comp store sales reported for fiscal 2023 and open-only comp store sales reported for fiscal 2022.~~


	Thirteen Weeks Ended
U.S. dollars in millions		April 29, 2023			April 30, 2022
Net sales		$	1,966		$	2,036
Segment profit		$	144		$	122
Segment profit margin		7.3		%	6.0		%
Comp store sales		(7)		%	(7)		%
Stores in operation at end of period:
HomeGoods		901			859
Homesense		49			39
Total		950			898
Selling square footage at end of period (in millions):
HomeGoods		17			16
Homesense		1			1
Total		18			17

Net Sales

Net sales for HomeGoods were ~~$1.9~~approximately $2 billion for the ~~third~~first quarter of fiscal ~~2023,~~2024, a decrease of ~~14%~~3%, compared to ~~$2.3~~approximately $2 billion for the ~~third~~first quarter of fiscal ~~2022. The~~2023. This decrease in the ~~third~~first quarter reflects a ~~16%~~7% decrease from comp store sales, partially offset by a 2%4% increase from non-comp store sales. The decrease in comp store sales for the ~~third~~first quarter of fiscal 2024 was ~~primarily~~ driven by a decrease in ~~customer traffic. Net sales for HomeGoods were $5.8 billion for the first nine months of fiscal 2023, a decrease of 10%, compared~~average basket due to $6.5 billion for the first nine months of fiscal 2022. The decrease in the first nine months reflects a 12% decrease from comp store sales, partially offset by a 2% increase from non-comp store sales. The decreases in comp store sales for the first nine months of fiscal 2023 reflectedlower average ticket and a decrease in customer ~~traffic, partially offset by an increase~~traffic. All geographies performed in ~~average basket driven by higher average ticket.~~line with the overall comp store sales decline.

Segment Profit Margin

Segment profit margin ~~decreased~~increased to ~~8.9%~~7.3% for the ~~third~~first quarter of fiscal ~~2023~~2024 compared to ~~11.7%~~6.0% for the same period last year. The decrease in segment profit margin for the third quarter was driven by deleverage on lower comp store sales, primarily in occupancy and administration costs and higher store and distribution wages, partially offset by store payroll reflecting lower COVID-related expenses. Within merchandise margin, strong markon was mostly offset by 1.6 percentage points of incremental freight as well as higher markdowns.

~~Segment profit margin decreased to 5.9% for the first nine months of fiscal 2023 compared to 10.8% for the same period last year. The decrease~~increase in segment profit margin for the first ~~nine months of fiscal 2023~~quarter was driven by higher merchandise margin, partially offset by deleverage on lower comp store sales, primarily in occupancy and administrative costs, ~~lower merchandise margin~~ and higher store ~~and distribution wages, partially offset by store~~ payroll ~~reflecting lower COVID-related~~ expenses. Merchandise margin ~~includes incremental~~increased due to favorable freight costs ~~of approximately 5.2 percentage points as well as higher markdowns. These costs were partially offset by strong markon and the benefits from our pricing initiative.~~.

Our HomeGoods e-commerce website, homegoods.com, represented less than 1% of HomeGoods net sales for the ~~third~~first quarter ~~and the first nine months~~ of fiscal ~~2023,~~2024, and did not have a significant impact on year-over-year segment margin comparisons.

2724

FOREIGN SEGMENTS

TJX Canada


		Thirteen Weeks Ended						Thirty-Nine Weeks Ended							Thirteen Weeks Ended
U.S. dollars in millions	U.S. dollars in millions	October 29, 2022			October 30, 2021				October 29, 2022			October 30, 2021				U.S. dollars in millions	April 29, 2023			April 30, 2022
Net sales	Net sales	$	1,285		$	1,301			$	3,615		$	3,088			Net sales	$	1,038		$	1,082
Segment profit	Segment profit	$	204		$	169			$	528		$	359			Segment profit	$	117		$	127
Segment profit margin	Segment profit margin	15.8		%	13.0		%		14.6		%	11.6		%		Segment profit margin	11.3		%	11.7		%

Comp store sales(a)																Comp store sales(a)	1		%	N/A
Stores in operation at end of period:	Stores in operation at end of period:															Stores in operation at end of period:
Winners	Winners								296			292				Winners	298			293
HomeSense	HomeSense								150			147				HomeSense	152			148
Marshalls	Marshalls								106			106				Marshalls	106			106
Total	Total								552			545				Total	556			547
Selling square footage at end of period (in thousands):
Selling square footage at end of period (in millions):																Selling square footage at end of period (in millions):
Winners	Winners								6,336			6,279				Winners	6			6
HomeSense	HomeSense								2,796			2,733				HomeSense	3			3
Marshalls	Marshalls								2,220			2,220				Marshalls	2			2
Total	Total								11,352			11,232				Total	11			11

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

Net Sales

Net sales for TJX Canada were ~~$1.3~~$1 billion for the ~~third~~first quarter of fiscal ~~2023~~2024, a decrease of 4%, compared to ~~$1.3~~$1.1 billion for the ~~third~~first quarter of fiscal ~~2022. The~~2023. This decrease in the first quarter reflects a negative foreign currency exchange rate impact of 5%7%, partially offset by a 2% increase in non-comp store sales and a 1% increase in comp store sales. The increase in comp store sales for the ~~third~~first quarter of fiscal ~~2023~~2024 was ~~offset~~driven by an increase in average basket, primarily due to higher average ticket. Net sales for TJX Canada were $3.6 billion for the first nine months of fiscal 2023, an increase of 17% compared to $3.1 billion for the first nine months of fiscal 2022. The increase in net sales reflects having a fully open store base for the first nine months of fiscal 2023, compared to temporary store closures for 16% of the first nine months of fiscal 2022 as a result of the COVID-19 pandemic. The negative foreign currency exchange rate impact of 5% in the first nine months of fiscal 2023 was more thancustomer traffic, partially offset by ~~an increase~~a decrease in average ~~basket driven by higher average ticket.~~basket.

Segment Profit Margin

Segment profit margin ~~increased~~decreased to ~~15.8%~~11.3% for the ~~third~~first quarter of fiscal ~~2023~~2024 compared to ~~13.0%~~11.7% for the same period last year. The ~~increase~~decrease for the ~~third~~first quarter of fiscal ~~2023~~2024 was driven by expense deleverage on administrative costs and higher merchandise margin, a benefit from prior year mark-to-market adjustments on derivatives, lower store payroll reflecting lower COVID-related expenses, and lower incentive compensation costs. This was partially offset by high~~er store and distribution wages. Merchandise margin reflects a favorable year-over-year comparison related to freight~~supply chain costs, s~~trong markon and the benefits from our pricing initiative~~ which were partially offset by higher ~~markdowns.~~merchandise margin.

~~Segment profit~~Merchandise margin ~~increased to 14.6% for~~reflects favorable freight costs, partially offset by higher shrink accrual rates in the ~~first nine months of fiscal 2023 compared to 11.6% for the same period last~~current year. The increase for the first nine months of fiscal 2023 was primarily driven by leverage on increased sales, primarily in occupancy and administrative costs. Within merchandise margin, strong markon and the benefits from our pricing initiative more than offset incremental freight costs for the first nine months of fiscal 2023.

2825

TJX International


		Thirteen Weeks Ended						Thirty-Nine Weeks Ended							Thirteen Weeks Ended
U.S. dollars in millions	U.S. dollars in millions	October 29, 2022			October 30, 2021				October 29, 2022			October 30, 2021				U.S. dollars in millions	April 29, 2023			April 30, 2022
Net sales	Net sales	$	1,479		$	1,764			$	4,399		$	3,926			Net sales	$	1,413		$	1,417
Segment profit (loss)	Segment profit (loss)	$	98		$	127			$	216		$	79			Segment profit (loss)	$	38		$	13
Segment profit margin	Segment profit margin	6.7		%	7.2		%		4.9		%	2.0		%		Segment profit margin	2.7		%	0.9		%

Comp store sales(a)																Comp store sales(a)	4		%	N/A
Stores in operation at end of period:	Stores in operation at end of period:															Stores in operation at end of period:
T.K. Maxx	T.K. Maxx								629			618				T.K. Maxx	632			623
Homesense	Homesense								78			78				Homesense	78			77
T.K. Maxx Australia	T.K. Maxx Australia								73			66				T.K. Maxx Australia	75			70
Total	Total								780			762				Total	785			770
Selling square footage at end of period (in thousands):
Selling square footage at end of period (in millions):																Selling square footage at end of period (in millions):
T.K. Maxx	T.K. Maxx								12,645			12,412				T.K. Maxx	13			13
Homesense	Homesense								1,141			1,142				Homesense	1			1
T.K. Maxx Australia	T.K. Maxx Australia								1,277			1,172				T.K. Maxx Australia	1			1
Total	Total								15,063			14,726				Total	15			15

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

Net Sales

Net sales for TJX International were ~~$1.5~~$1.4 billion for the ~~third~~first quarter of fiscal ~~2023, a decrease of 16%~~2024, flat compared to ~~$1.8~~$1.4 billion for the ~~third~~first quarter of fiscal ~~2022. The decrease~~2023. Net sales were flat due to a 4% increase in ~~net~~comp store sales ~~was primarily due to~~and a 2% increase in non-comp store sales offset by a negative foreign currency exchange rate impact of ~~15%~~6% in the ~~third~~first quarter of fiscal ~~2023. Net sales for TJX International were $4.4 billion for the first nine months of fiscal 2023, an increase of 12% compared to $3.9 billion for the first nine months of fiscal 2022.~~2024. The increase in ~~net~~comp store sales for the first nine months of fiscal 2023 reflects having a fully open store base, compared to temporary store closings for 26% of the first nine months of fiscal 2022 as a result of the COVID-19 pandemic, which was ~~partially offset~~driven by ~~the negative foreign currency exchange rate impact of 15%.~~an increase in both customer traffic and average basket.

E-commerce sales ~~were approximately 3% and~~represented less than 4% of TJX International’s net sales for the ~~third~~first quarters of both fiscal ~~2023~~2024 and fiscal ~~2022, respectively, and 3% and 5% for the first nine months of the same periods.~~2023.

Segment Profit Margin

Segment profit margin ~~decreased~~increased to ~~6.7%~~2.7% for the ~~third~~first quarter of fiscal ~~2023~~2024 compared to 7.2% for the same period last year. This decrease primarily reflects expense deleverage on occupancy and administrative costs and higher store and distribution wages, partially offset by higher merchandise margin. Within merchandise margin, strong markon was partially offset by incremental freight costs and higher markdowns.

~~Segment profit margin increased to 4.9% for the first nine months of fiscal 2023 compared to 2.0%~~0.9% for the same period last year. This increase ~~was~~is primarily due to higher merchandise margin driven by ~~leverage on increased sales, primarily in occupancy~~strong markon and ~~administrative costs, as well as lower COVID-related expenses in stores and distribution centers, lower incentive compensation costs and higher merchandise margin. This was~~the favorable impact of transactional foreign exchange, partially offset by ~~government programs received in fiscal 2022 that did not continue into fiscal 2023. Within merchandise margin, strong markon was partially offset by incremental freight costs~~higher administrative and ~~higher markdowns.~~store payroll expenses.

GENERAL CORPORATE EXPENSE


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended						Thirteen Weeks Ended
In millions	In millions	October 29, 2022		October 30, 2021			October 29, 2022		October 30, 2021		In millions		April 29, 2023		April 30, 2022
General corporate expense	General corporate expense	$	118	$	148		$	384	$	472	General corporate expense		$	156	$	77

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 ~~decrease~~increase in general corporate expense for the ~~third~~first quarter of fiscal ~~2023~~2024 was primarily driven by ~~lower share-based~~the mark-to-market adjustment on fuel and ~~incentive compensation costs.~~inventory hedges.

~~The decrease in general corporate expense for the first nine months of fiscal~~ ~~2023~~ ~~was primarily driven by lower share-based and incentive compensation costs and the timing of contributions to TJX’s charitable foundations.~~

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 ~~October~~April 29, ~~2022,~~2023, there were no short-term bank borrowings or commercial paper outstanding. ~~We have current maturities of long-term debt which will mature in the first half of fiscal 2024.~~ We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended ~~October~~April 29, ~~2022,~~2023, 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 ~~October~~April 29, ~~2022,~~2023, we held ~~$3.4~~$5 billion in cash. Approximately ~~$1.0~~$1.1 billion of our cash was held by our foreign subsidiaries with ~~$0.5~~$0.6 billion held in countries where we intend to indefinitely reinvest any undistributed earnings. We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through ~~October~~April 29, ~~2022.~~2023. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.

We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. In fiscal ~~2022~~2024 we have used, and in the future we may ~~again~~continue to use, operating cash flow and cash on hand to repay portions of our indebtedness, depending on prevailing market conditions, liquidity requirements, existing economic conditions, contractual restrictions and other factors. As such, we may, from time to time, seek to retire, redeem, prepay or purchase our outstanding debt through redemptions, cash purchases, prepayments, refinancings and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. If we use our operating cash flow and/or cash on hand to repay our debt, it will reduce the amount of cash available for additional capital expenditures.

Operating Activities

Operating activities resulted in net cash inflows of ~~$1.1~~$0.7 billion for the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 and ~~$1.9~~net cash outflows of $0.6 billion for the ~~nine~~three months ended ~~October~~April 30, ~~2021.~~2022.

Operating cash flows ~~decreased~~increased compared to fiscal ~~2022,~~2023 primarily due to the change in merchandise inventories net of accounts payable, due to elevated inventories in the prior year attributable to larger in-transit inventory associated with the ~~primary driver being a $0.8 billion decrease in accrued expenses, the largest component of which was lower incentive compensation costs.~~fiscal 2023 supply chain delays.

Investing Activities

Investing activities resulted in net cash outflows of ~~$1.1~~$0.4 billion for the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 and ~~$0.7~~$0.3 billion for the ~~nine~~three months ended ~~October~~April 30, ~~2021.~~2022. The cash outflows for both periods were driven by capital expenditures.

Investing activities in the first ~~nine~~three months of fiscal ~~2023~~2024 primarily reflected property additions for store improvements and renovations, investments in our new stores, ~~store improvements and renovations,~~ as well as investments in our distribution centers and offices, including ~~buying and merchandising systems and other~~ information ~~systems.~~technology. We anticipate that capital spending for the full fiscal year ~~2023~~2024 will be approximately $1.7 billion to $1.9 billion. We plan to fund these expenditures with our existing cash balances and through ~~cash flows from operations.~~internally generated funds.

Financing Activities

Financing activities resulted in net cash outflows of ~~$2.7~~$0.8 billion for the first ~~nine~~three months of fiscal ~~2023~~2024 and net cash outflows of ~~$4.9~~$0.9 billion for the ~~nine~~first three months ~~ended October 30, 2021.~~of fiscal 2023. The cash outflows for ~~fiscal 2023~~both periods were ~~primarily~~ driven by equity repurchases and dividend payments.

Debt

~~Cash outflows of $3.0 billion in the first nine months of fiscal 2022 were due to the completion of make-whole calls and the redemption at par of certain of our notes.~~

Our ~~2.50%~~$500 million 2.500% ten-year Notes due May 2023, ~~will mature~~included within our current maturities of long-term debt as of April 29, 2023, were paid from operating funds during ~~our~~the second quarter of fiscal 2024 ~~and are included within our current maturities of~~upon maturity. For further information regarding long-term debt, see Note I—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements. ~~We plan to repay this debt using cash generated from operations.~~

Equity

Under our stock repurchase ~~program,~~programs, we paid ~~$1.8~~$0.5 billion to repurchase and retire ~~29.1~~6.4 million shares of our stock on a settlement basis in the first ~~nine~~three months of fiscal ~~2023.~~2024. As of ~~October~~April 29, ~~2022,~~2023, approximately ~~$2.0~~$3 billion remained available under our existing stock repurchase ~~program.~~programs. We paid ~~$1.1~~$0.6 billion to repurchase and retire ~~16.3~~9.6 million shares of our stock on a settlement basis in the first ~~nine~~three months of fiscal ~~2022.~~

~~On August 16, 2022, the Inflation Reduction Act~~2023. We currently plan to repurchase approximately $2 billion to $2.5 billion of ~~2022 (“IRA”), was signed into law. Among other things, the IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022 and levies a 1% excise tax on net~~ stock repurchases after December 31, 2022. Historically, during the year we have made discretionary share repurchases. Beginning on January 1, 2023, these purchases would be subject to the excise tax. Based on historical netunder our stock repurchase ~~activity, the excise tax and the other provisions of the IRA are not expected to have a material impact on our results of operations or financial position. However, we are still~~programs in ~~the process of analyzing the provisions of the IRA.~~fiscal 2024.

For further information regarding equity repurchases, see Note D – Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.

The Inflation Reduction Act of 2022, which became law in August 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022. Beginning on January 1, 2023, these purchases are subject to the excise tax. The excise tax on the net stock repurchase portion of the IRA did not have a material impact on our results of operations or financial position in the first quarter of fiscal 2024. See Note J—Income Taxes of Notes to Consolidated Financial Statements for additional information.

Dividends

We declared quarterly dividends on our common stock of $0.3325 per share in the first three months of fiscal 2024 and $0.295 per share ~~for each of the quarters in fiscal 2023 and expect to declare a similar dividend~~ in the ~~fourth quarter~~first three months of fiscal ~~2023, subject to approval by the Board of Directors. We declared quarterly dividends on our common stock of $0.26 per share for each of the quarters in fiscal 2022.~~2023. Cash payments for dividends on our common stock totaled ~~$1.0~~$0.3 billion for both the first ~~nine~~three months of fiscal ~~2023~~2024 and ~~$0.9 billion for the first nine months of~~ fiscal ~~2022.~~2023.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There have been no material changes to the critical accounting estimates as discussed in TJX's Annual Report on Form 10-K for the fiscal year ended January ~~29, 2022.~~28, 2023. 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 January ~~29, 2022~~28, 2023 and Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

FORWARD-LOOKING STATEMENTS

Various statements made in this Quarterly Report on Form 10-Q are forward-looking and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking ~~statements. The following~~statements, including, among others, statements regarding the Company's business plans, anticipated share repurchases, plans with respect to long-term indebtedness, and the Company's plans related to, and expected impact of, a pension payout offer. These statements are ~~some of~~typically accompanied by the ~~factors~~words “aim,” “anticipate,” “aspire,” “believe,” “continue,” “could,” “should,” “estimate,” “expect,” “forecast,” “goal,” “hope,” “intend,” “may,” “plan,” “project,” “potential,” “seek,” “strive,” “target,” “will,” “would,” or similar words, although not all forward-looking statements contain these identifying words. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from ~~the~~those expressed or implied by such forward-looking ~~statements: the ongoing COVID-19 pandemic~~statements. Applicable risks and ~~associated containment and remediation efforts;~~uncertainties include, among others, execution of buying strategy and inventory management; ~~various marketing efforts;~~ 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 workforce challenges; personnel recruitment, training and retention; ~~data security and maintenance and development of information technology systems;~~ corporate and retail banner reputation; ~~cash flow;~~evolving corporate governance and public disclosure regulations and expectations with respect to environmental, social and governance matters; expanding international operations; fluctuations in quarterly operating results and market expectations; inventory or asset loss; cash flow; mergers, acquisitions, or business investments and divestitures, closings or business consolidations; real estate activities; ~~inventory or asset loss;~~ economic conditions and consumer spending; market instability; severe weather, serious disruptions or catastrophic events; disproportionate impact of disruptions in the ~~final quarter~~second half of the fiscal year; commodity availability and pricing; ~~adverse or unseasonable weather;~~ 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 ~~Securities~~SEC. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and ~~Exchange Commission.~~other risks and uncertainties. We caution investors, potential investors and others not to place considerable reliance on the forward-looking statements contained in this Form 10-Q. The forward-looking statements in this report speak only as of the date of this Form 10-Q, and we do not undertake any obligation to publicly update or revise our forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January ~~29, 2022~~28, 2023.

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 ~~October~~April 29, ~~2022~~2023 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.

~~There~~Effective January 29, 2023, we implemented a new financial application to simplify and standardize our global consolidated financial reporting process while enhancing and improving the control environment surrounding the Company's financial data and information. Except as described above, there were no changes in ~~the Company’s~~our internal ~~controls~~control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended ~~October~~April 29, ~~2022~~2023 identified in connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

See 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 January ~~29, 2022~~28, 2023, as filed with the Securities Exchange Commission on March ~~30, 2022.~~29, 2023.

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 ~~third~~first quarter of fiscal ~~2023~~2024 and the average price paid per share are as follows:
Total
Number of Shares
Repurchased(a)
Average Price Paid
Per Share(b)
Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs(c)
Approximate Dollar
Value of Shares that
May Yet be
Purchased Under
the Plans or
Programs(c)
July 31, 2022 through August 27, 2022 1,475,164 $ 64.40 1,475,164 $ 2,398,792,388
August 28, 2022 through October 1, 2022 3,462,842 $ 63.53 3,462,842 $ 2,178,792,468
October 2, 2022 through October 29, 2022 2,785,775 $ 66.41 2,785,775 $ 1,993,792,574
Total 7,723,781 7,723,781


	Total Number of Shares Repurchased(a)	Average Price Paid Per Share(b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(c)	Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(c)
January 29, 2023 through February 25, 2023	1,123,870	$	80.08	1,123,870	$	3,453,792,777
February 26, 2023 through April 1, 2023	2,964,830	$	75.89	2,964,830	$	3,228,793,869
April 2, 2023 through April 29, 2023	2,370,059	$	78.06	2,370,059	$	3,043,793,937
Total	6,458,759			6,458,759

(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 ~~2022,~~2023, we announced that our Board of Directors had approved a new stock repurchase program that ~~authorizes~~authorized the repurchase of up to an additional ~~$3.0~~$2 billion of our common stock from time to time. Under this program and a previously announced program, we had approximately ~~$2.0~~$3 billion available for repurchase as of ~~October~~April 29, ~~2022.~~2023.

Item 6. Exhibits
Incorporate by Reference
Exhibit No. Description Form Exhibit No. Filing
Date
10.1
The Stock Incentive Plan (2022 Restatement)*
10-Q 10.1 8/26/22
10.2
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2022, filed herewith*
10.3
The Stock Incentive Plan Rules for U.K. Employees effective as of September 19, 2022, filed herewith*
10.4
The Executive Severance and Change of Control Plan effective as of September 19, 2022, filed herewith*
10.5
The Offer Letter Agreement dated November 14, 2022 between John Klinger and TJX, filed herewith*
10.6
The Obligations Agreement dated November 14, 2022 between John Klinger and TJX, filed herewith*
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 October 29, 2022, 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 October 29, 2022, formatted in Inline XBRL (included in Exhibit 101)

Incorporate by Reference

Exhibit No.

Description

Form

Exhibit No.

Filing
Date

10.1

The First Amendment to the Executive Savings Plan (As Amended and Restated, Effective January 1, 2022) effective April 1, 2023*

10.2

2028 Amended and Restated Revolving Credit Agreement, dated as of May 8, 2023, by and among the TJX Companies, Inc., U.S. Bank of National Association, as administrative agent, and each of the lenders party thereto**

10.3

First Amendment to 2026 Revolving Credit Agreement, dated as of May 8, 2023, by and among The TJX Companies, Inc., U.S. Bank National Association, as administrative agent, and each of the lenders party thereto

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 April 29, 2023, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated 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 April 29, 2023, formatted in Inline XBRL (included in Exhibit 101)

* Management contract or compensatory plan or arrangement.

** 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: ~~November 29, 2022~~May 26, 2023

/s/ ~~Scott Goldenberg~~John Klinger

~~Scott Goldenberg,~~John Klinger, Chief Financial Officer

(Principal Financial and Accounting Officer)

3430


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			2119
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			3228
ITEM 4. Controls and Procedures			3229

PART II
ITEM 1. Legal Proceedings			3229
ITEM 1A. Risk Factors			3229
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			3329
ITEM 6. Exhibits			3330

SIGNATURE			3430