UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM10-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 28, 2017

April 30, 2022

OR

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

For the transition period fromto

Commission file number1-4908

The TJX Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware04-2207613

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

770 Cochituate Road Framingham, Massachusetts01701
(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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1.00 per shareTJXNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    No  

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

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

Large accelerated filerAccelerated filer
Large acceleratedNon-accelerated filerAccelerated filerSmaller reporting company
Non-accelerated filer☐  (Do not check if a smaller reporting company)Smaller reporting company
Emerging growth company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    YES      NO  

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

May 20, 2022: 1,171,635,933




The TJX Companies, Inc.
TABLE OF CONTENTS

2


PART I—I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Statements

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

   Thirteen Weeks Ended 
   October 28,
2017
   October 29,
2016
 

Net sales

  $8,762,220   $8,291,688 
  

 

 

   

 

 

 

Cost of sales, including buying and occupancy costs

   6,150,020    5,843,873 

Selling, general and administrative expenses

   1,584,219    1,462,574 

Loss on early extinguishment of debt

   —      51,773 

Pension settlement charge

   —      31,173 

Interest expense, net

   7,981    12,462 
  

 

 

   

 

 

 

Income before provision for income taxes

   1,020,000    889,833 

Provision for income taxes

   378,564    340,047 
  

 

 

   

 

 

 

Net income

  $641,436   $549,786 
  

 

 

   

 

 

 

Basic earnings per share:

    

Net income

  $1.01   $0.84 

Weighted average common shares – basic

   634,022    653,559 

Diluted earnings per share:

    

Net income

  $1.00   $0.83 

Weighted average common shares – diluted

   642,881    661,721 

Cash dividends declared per share

  $0.3125   $0.2600 

 Thirteen Weeks Ended
 April 30,
2022
May 1,
2021
Net sales$11,406,474 $10,086,661 
Cost of sales, including buying and occupancy costs8,223,213 7,255,635 
Selling, general and administrative expenses2,094,582 2,064,992 
Impairment on equity investment217,619 — 
Interest expense, net18,785 44,688 
Income before income taxes852,275 721,346 
Provision for income taxes264,802 187,416 
Net income$587,473 $533,930 
Basic earnings per share$0.50 $0.44 
Weighted average common shares – basic1,177,141 1,205,439 
Diluted earnings per share$0.49 $0.44 
Weighted average common shares – diluted1,189,263 1,221,517 
The accompanying notes are an integral part of the unaudited consolidated financial statements.

2

3


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

   Thirty-Nine Weeks Ended 
   October 28,
2017
   October 29,
2016
 

Net sales

  $24,903,944   $23,716,097 
  

 

 

   

 

 

 

Cost of sales, including buying and occupancy costs

   17,652,767    16,778,977 

Selling, general and administrative expenses

   4,479,470    4,190,872 

Loss on early extinguishment of debt

   —      51,773 

Pension settlement charge

   —      31,173 

Interest expense, net

   27,499    33,918 
  

 

 

   

 

 

 

Income before provision for income taxes

   2,744,208    2,629,384 

Provision for income taxes

   1,013,536    1,009,078 
  

 

 

   

 

 

 

Net income

  $1,730,672   $1,620,306 
  

 

 

   

 

 

 

Basic earnings per share:

    

Net income

  $2.71   $2.46 

Weighted average common shares – basic

   639,191    657,746 

Diluted earnings per share:

    

Net income

  $2.67   $2.43 

Weighted average common shares – diluted

   648,672    666,632 

Cash dividends declared per share

  $0.9375   $0.7800 

 Thirteen Weeks Ended
 April 30,
2022
May 1,
2021
Net income$587,473 $533,930 
Additions to other comprehensive (loss) income:
Foreign currency translation adjustments, net of related tax benefit of $574 in fiscal 2023 and tax provision of $2,898 in fiscal 2022(57,612)22,249 
Reclassifications from other comprehensive (loss) income to net income:
Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $1,375 in fiscal 2023 and $1,056 in fiscal 20223,778 2,901 
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(53,834)24,887 
Total comprehensive income$533,639 $558,817 
The accompanying notes are an integral part of the unaudited consolidated financial statements.

3

4


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

BALANCE SHEETS

(UNAUDITED)

IN THOUSANDS,

   Thirteen Weeks Ended 
   October 28,
2017
  October 29,
2016
 

Net income

  $641,436  $549,786 
  

 

 

  

 

 

 

Additions to other comprehensive income:

   

Foreign currency translation adjustments, net of related tax benefits of $18,110 in fiscal 2018 and $14,123 in fiscal 2017

   (46,029  (94,590

Recognition of net (losses) on benefit obligations, net of related tax benefit of $47,051 in fiscal year 2017

   —     (71,525

Reclassifications from other comprehensive income to net income:

   

Pension settlement charge, net of related tax provision of $12,369 in fiscal 2017

   —     18,804 

Amortization of prior service cost and deferred gains, net of related tax provisions of $2,414 in fiscal 2018 and $3,462 in fiscal 2017

   3,669   5,263 

Amortization of loss on cash flow hedge, net of related tax provisions of $112 in fiscal 2018 and $112 in fiscal 2017

   171   171 
  

 

 

  

 

 

 

Other comprehensive (loss), net of tax

   (42,189  (141,877
  

 

 

  

 

 

 

Total comprehensive income

  $599,247  $407,909 
  

 

 

  

 

 

 
   Thirty-Nine Weeks Ended 
   October 28,
2017
  October 29,
2016
 

Net income

  $1,730,672  $1,620,306 
  

 

 

  

 

 

 

Additions to other comprehensive income:

   

Foreign currency translation adjustments, net of related tax provision of $16,212 in fiscal 2018 and benefit of $17,241 in fiscal 2017

   79,393   (93,304

Recognition of net (losses) on benefit obligations, net of related tax benefit of $47,051 in fiscal year 2017

   —     (71,525

Reclassifications from other comprehensive income to net income:

   

Pension settlement charge, net of related tax provision of $12,369 in fiscal 2017

   —     18,804 

Amortization of prior service cost and deferred gains, net of related tax provisions of $7,500 in fiscal 2018 and $7,517 in fiscal 2017

   11,401   11,427 

Amortization of loss on cash flow hedge, net of related tax provisions of $337 in fiscal 2018 and $337 in fiscal 2017

   513   513 
  

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

   91,307   (134,085
  

 

 

  

 

 

 

Total comprehensive income

  $1,821,979  $1,486,221 
  

 

 

  

 

 

 

EXCEPT SHARE DATA

April 30,
2022
January 29,
2022
May 1,
2021
Assets
Current assets:
Cash and cash equivalents$4,295,068 $6,226,765 $8,775,485 
Accounts receivable, net576,300 517,623 621,177 
Merchandise inventories6,989,788 5,961,573 5,114,643 
Prepaid expenses and other current assets565,351 438,099 440,533 
Federal, state and foreign income taxes recoverable53,715 114,537 64,211 
Total current assets12,480,222 13,258,597 15,016,049 
Net property at cost5,289,164 5,270,827 5,067,824 
Non-current deferred income taxes, net177,425 184,971 135,765 
Operating lease right of use assets9,066,865 8,853,934 9,121,628 
Goodwill96,910 96,662 99,324 
Other assets599,318 796,467 860,844 
Total Assets$27,709,904 $28,461,458 $30,301,434 
Liabilities
Current liabilities:
Accounts payable$4,370,563 $4,465,427 $4,433,295 
Accrued expenses and other current liabilities3,811,585 4,244,997 3,536,637 
Current portion of operating lease liabilities1,575,582 1,576,561 1,650,574 
Federal, state and foreign income taxes payable260,789 181,155 286,455 
Total current liabilities10,018,519 10,468,140 9,906,961 
Other long-term liabilities908,907 1,015,720 1,033,236 
Non-current deferred income taxes, net54,063 44,175 33,930 
Long-term operating lease liabilities7,777,160 7,575,590 7,853,229 
Long-term debt3,355,815 3,354,841 5,334,864 
Commitments and contingencies (See Note K)000
Shareholders’ equity
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued — — 
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,172,711,116; 1,181,188,731 and 1,206,386,746 respectively1,172,711 1,181,189 1,206,387 
Additional paid-in capital — 321,475 
Accumulated other comprehensive loss(740,984)(687,150)(581,184)
Retained earnings5,163,713 5,508,953 5,192,536 
Total shareholders’ equity5,595,440 6,002,992 6,139,214 
Total liabilities and shareholders’ equity$27,709,904 $28,461,458 $30,301,434 
The accompanying notes are an integral part of the unaudited consolidated financial statements.

4

5


THE TJX COMPANIES, INC.

CONSOLIDATED BALANCE SHEETS

STATEMENTS OF CASH FLOWS

(UNAUDITED)

IN THOUSANDS EXCEPT SHARE DATA

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

ASSETS

    

Current assets:

    

Cash and cash equivalents

  $2,364,244  $2,929,849  $2,375,532 

Short-term investments

   511,618   543,242   450,804 

Accounts receivable, net

   345,866   258,831   306,426 

Merchandise inventories

   4,725,850   3,644,959   4,384,171 

Prepaid expenses and other current assets

   422,719   358,058   409,986 

Federal, state, and foreign income taxes recoverable

   19,737   15,835   15,415 
  

 

 

  

 

 

  

 

 

 

Total current assets

   8,390,034   7,750,774   7,942,334 
  

 

 

  

 

 

  

 

 

 

Net property at cost

   4,858,284   4,532,894   4,318,829 

Non-current deferred income taxes, net

   6,655   6,193   3,624 

Goodwill

   196,365   195,871   196,011 

Other assets

   426,357   398,076   406,038 
  

 

 

  

 

 

  

 

 

 

TOTAL ASSETS

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

 

 

  

 

 

  

 

 

 

LIABILITIES

    

Current liabilities:

    

Accounts payable

  $2,986,374  $2,230,904  $2,686,845 

Accrued expenses and other current liabilities

   2,361,422   2,320,464   2,155,587 

Federal, state and foreign income taxes payable

   120,185   206,288   52,082 
  

 

 

  

 

 

  

 

 

 

Total current liabilities

   5,467,981   4,757,656   4,894,514 
  

 

 

  

 

 

  

 

 

 

Other long-term liabilities

   1,159,975   1,073,954   1,098,491 

Non-current deferred income taxes, net

   374,276   314,000   317,107 

Long-term debt

   2,229,855   2,227,599   2,226,913 

Commitments and contingencies (See Note K)

    

SHAREHOLDERS’ EQUITY

    

Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued

   —     —     —   

Common stock, authorized 1,200,000,000 shares, par value $1, issued and outstanding 632,302,505; 646,319,046 and 651,900,739 respectively

   632,303   646,319   651,901 

Additionalpaid-in capital

   —     —     —   

Accumulated other comprehensive (loss)

   (602,919  (694,226  (801,557

Retained earnings

   4,616,224   4,558,506   4,479,467 
  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity

   4,645,608   4,510,599   4,329,811 
  

 

 

  

 

 

  

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

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

 

 

  

 

 

  

 

 

 

 Thirteen Weeks Ended
 April 30,
2022
May 1,
2021
Cash flows from operating activities:
Net income$587,473 $533,930 
Adjustments to reconcile net income to cash (used in) operating activities:
Depreciation and amortization219,605 215,379 
Impairment on equity investment217,619 — 
Loss on property disposals and impairment charges3,883 931 
Deferred income tax provision (benefit)11,501 (16,181)
Share-based compensation27,336 50,536 
Changes in assets and liabilities:
(Increase) in accounts receivable(65,740)(156,999)
(Increase) in merchandise inventories(1,085,340)(750,553)
Decrease (increase) in income taxes recoverable60,822 (27,949)
(Increase) decrease in prepaid expenses and other current assets(32,816)12,254 
(Decrease) in accounts payable(52,817)(410,244)
(Decrease) increase in accrued expenses and other liabilities(565,135)12,214 
Increase in income taxes payable77,329 203,740 
(Decrease) in net operating lease liabilities(3,851)(50,319)
Other, net(34,345)(49,466)
Net cash (used in) operating activities(634,476)(432,727)
Cash flows from investing activities:
Property additions(314,351)(225,293)
Purchases of investments(15,649)(7,345)
Sales and maturities of investments5,528 7,733 
Net cash (used in) investing activities(324,472)(224,905)
Cash flows from financing activities:
Payments on debt (750,000)
Payments for repurchase of common stock(607,201)— 
Cash dividends paid(309,485)(315,215)
Proceeds from issuance of common stock18,055 36,539 
Payments of employee tax withholdings for performance based stock awards(32,459)(24,426)
Net cash (used in) financing activities(931,090)(1,053,102)
Effect of exchange rate changes on cash(41,659)16,649 
Net (decrease) in cash and cash equivalents(1,931,697)(1,694,085)
Cash and cash equivalents at beginning of year6,226,765 10,469,570 
Cash and cash equivalents at end of period$4,295,068 $8,775,485 
The accompanying notes are an integral part of the unaudited consolidated financial statements.

5

6


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN THOUSANDS

   Thirty-Nine Weeks Ended 
   October 28,
2017
  October 29,
2016
 

Cash flows from operating activities:

   

Net income

  $1,730,672  $1,620,306 

Adjustments to reconcile net income to net cash provided by operating activities:

   

Depreciation and amortization

   532,424   492,395 

Loss on property disposals and impairment charges

   2,209   1,648 

Deferred income tax provision

   35,802   52,629 

Share-based compensation

   77,152   77,380 

Excess tax benefits from share-based compensation

   —     (60,332

Loss on early extinguishment of debt

   —     51,773 

Pension settlement charge

   —     31,173 

Changes in assets and liabilities:

   

(Increase) in accounts receivable

   (84,403  (72,487

(Increase) in merchandise inventories

   (1,042,664  (758,601

(Increase) in taxes recoverable

   (3,902  (4,356

(Increase) in prepaid expenses and other current assets

   (50,357  (38,174

Increase in accounts payable

   733,340   524,981 

Increase in accrued expenses and other liabilities

   83,082   232,910 

(Decrease) in income taxes payable

   (86,842  (19,000

Other

   2,910   (19,986
  

 

 

  

 

 

 

Net cash provided by operating activities

   1,929,423   2,112,259 
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Property additions

   (827,529  (767,197

Purchase of investments

   (630,079  (533,807

Sales and maturities of investments

   658,225   432,046 

Other

   —     (2,324
  

 

 

  

 

 

 

Net cash (used in) investing activities

   (799,383  (871,282
  

 

 

  

 

 

 

Cash flows from financing activities:

   

Proceeds from issuance of long-term debt

    992,540 

Cash payments for extinguishment of debt

   —     (425,584

Cash payments for repurchase of common stock

   (1,238,982  (1,175,000

Cash payments for debt issuance expenses

    (9,921

Cash payment for rate lock agreement

   —     (3,150

Proceeds from issuance of common stock

   89,198   110,902 

Excess tax benefits from share-based compensation

   —     60,332 

Cash dividends paid

   (566,949  (481,859

Cash payments of employee tax withholdings for performance based stock awards

   (16,823  (24,965

Other

   (2,312  —   
  

 

 

  

 

 

 

Net cash (used in) financing activities

   (1,735,868  (956,705
  

 

 

  

��

 

 

Effect of exchange rate changes on cash

   40,223   (4,213
  

 

 

  

 

 

 

Net (decrease) increase in cash and cash equivalents

   (565,605  280,059 

Cash and cash equivalents at beginning of year

   2,929,849   2,095,473 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $2,364,244  $2,375,532 
  

 

 

  

 

 

 

Thirteen Weeks Ended
 Common Stock  
  Shares
Par Value
$1
Additional Paid-In
Capital
Accumulated Other Comprehensive
Loss
Retained
Earnings
Total
Balance, January 29, 20221,181,189 $1,181,189 $ $(687,150)$5,508,953 $6,002,992 
Net income    587,473 587,473 
Other comprehensive (loss), net of tax   (53,834) (53,834)
Cash dividends declared on common stock    (346,922)(346,922)
Recognition of share-based compensation  27,336   27,336 
Issuance of common stock under stock incentive plan, and related tax effect1,145 1,145 (15,549)  (14,404)
Common stock repurchased(9,623)(9,623)(11,787) (585,791)(607,201)
Balance, April 30, 20221,172,711 $1,172,711 $ $(740,984)$5,163,713 $5,595,440 

Thirteen Weeks Ended
Common Stock  
Shares
Par Value
$1
Additional Paid-In
Capital
Accumulated Other Comprehensive
Loss
Retained
Earnings
Total
Balance, January 30, 20211,204,698 $1,204,698 $260,515 $(606,071)$4,973,542 $5,832,684 
Net income— — — — 533,930 533,930 
Other comprehensive income, net of tax— — — 24,887 — 24,887 
Cash dividends declared on common stock— — — — (314,936)(314,936)
Recognition of share-based compensation— — 50,536 — — 50,536 
Issuance of common stock under stock incentive plan, and related tax effect1,689 1,689 10,424 — — 12,113 
Balance, May 1, 20211,206,387 $1,206,387 $321,475 $(581,184)$5,192,536 $6,139,214 
The accompanying notes are an integral part of the unaudited consolidated financial statements.

6

7


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN THOUSANDS

            Accumulated       
   Common Stock  Additional
Paid-In
Capital
  Other
Comprehensive
Income (Loss)
  Retained
Earnings
  Total 
   Shares  Par Value
$1
     

Balance, January 28, 2017

   646,319  $646,319  $—    $(694,226 $4,558,506  $4,510,599 

Net income

   —     —     —     —     1,730,672   1,730,672 

Other comprehensive income (loss), net of tax

   —     —     —     91,307   —     91,307 

Cash dividends declared on common stock

   —     —     —     —     (597,595  (597,595

Recognition of share-based compensation

   —     —     77,152   —     —     77,152 

Issuance of common stock under Stock Incentive Plan, net of shares used to pay tax withholdings

   2,726   2,726   69,729   —     —     72,455 

Common stock repurchased and retired

   (16,742  (16,742  (146,881  —     (1,075,359  (1,238,982
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, October 28, 2017

   632,303  $632,303  $—    $(602,919 $4,616,224  $4,645,608 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

7


THE TJX COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A. Basis of Presentation

and Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements and Notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These Consolidated Financial Statements and Notes thereto are unaudited and, in the opinion of management, reflect all normal recurring adjustments, accruals and deferrals among periods required to match costs properly with the related revenue or activity, considered necessary by The TJX Companies, Inc. (together with its subsidiaries, “TJX”) for a fair statement of its financial statementsConsolidated 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,Consolidated Financial Statements, including the related notes, contained in TJX’s Annual Report on Form10-K for the fiscal year ended January 28, 201729, 2022 (“fiscal 2017”2022”).


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

The January 28, 201729, 2022 balance sheet data was derived from audited financial statements, butConsolidated Financial Statements and does not include all disclosures required by GAAP.

Fiscal Year

TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The current fiscal year ends February 3, 2018January 28, 2023 (“fiscal 2018”2023”) and is a53-week 52-week fiscal year. Fiscal 20172022 was also a52-week fiscal year.

Use of Estimates

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

Future Adoption of New Accounting Standards

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued updated guidance on revenue recognition. The new guidance supersedes most preexisting revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard will be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard early. The standard shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We believe that there will be no change in the timing or amount of revenue recognized under the new standard as it relates to revenue from point of sale at the registers in our stores, which constitutes more than 95% of the Company’s revenue. Sales frome-commerce will be recognized at the shipping point rather than receipt by the customer. We believe there will be a slight change in the presentation and timing of revenue related to loyalty benefit programs. The new standard will require a change in the presentation of our sales return reserve on the balance sheet, which we currently record net. The new standard will require the reserve to be established at the gross sales value with an asset established for the value of the merchandise returned. We do not expect these changes to have a material

8


impact on our financial condition or results of operations other than additional disclosure requirements. We plan to adopt this standard in the first quarter of the fiscal year ending February 2, 2019 under the modified retrospective approach, which will result in a cumulative adjustment to retained earnings. We continue to evaluate TJX considered the impact this standard will haveof COVID-19 on our Consolidated Financial Statements and Notes thereto.

Leases

In February 2016, the FASB issued updated guidance on leases that aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The new standard is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods; early adoption is permitted and modified retrospective application is required. The Company has established a cross-functional team to implement the updated lease guidance and is in the process of evaluating its lease portfolioestimates and the impactCompany cannot reasonably estimate with certainty the duration and severity of this standard will have on our Consolidated Financial Statementspandemic which has had, and Notes thereto. The Company expects this standardmay continue to have, a material impact on its statementbusiness, results of operations, financial conditionposition and cash flows.

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 quarter ended April 30, 2022, the Company announced that it has 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 recorded an impairment charge of $218 million representing the entirety of the Company’s investment. See Note F—Fair Value Measurements for additional information.
Deferred Gift Card Revenue
The following table presents deferred gift card revenue activity:
In thousandsApril 30,
2022
May 1,
2021
Balance, beginning of year$685,202 $576,187 
Deferred revenue383,892 323,773 
Effect of exchange rates changes on deferred revenue(2,645)2,899 
Revenue recognized(443,944)(365,854)
Balance, end of period$622,505 $537,005 
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.
8


Leases
Supplemental cash flow information related to leases is as follows:
Thirteen Weeks Ended
In thousandsApril 30,
2022
May 1,
2021
Operating cash flows paid for operating leases$488,233 $531,836 
Lease liabilities arising from obtaining right of use assets$756,609 $488,666 
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 record a significant asset and liability associated with its more than 4,000 leased locations. The Company continueseither not apply to assess if the initial lease term will differ under the new standard versus current accounting practice. If the lease term remains unchanged, the income statement impact of the new standardTJX or is not expected to be material. We planmaterial to adopt this standard in the first quarter of the fiscal year ending February 1, 2020.

Cash Flows

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

Goodwill

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

Retirement Benefits

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

9


Hedging Activities

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

Recently Adopted Accounting Standards

Share Based Compensation

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

disclosed.

Note B. Property at Cost

The following table presents the components of property at cost:

In thousands

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

Land and buildings

  $1,294,992   $1,247,585   $1,118,739 

Leasehold costs and improvements

   3,145,922    2,884,054    2,811,515 

Furniture, fixtures and equipment

   5,172,488    4,871,764    4,725,863 
  

 

 

   

 

 

   

 

 

 

Total property at cost

  $9,613,402   $9,003,403   $8,656,117 

Less accumulated depreciation and amortization

   4,755,118    4,470,509    4,337,288 
  

 

 

   

 

 

   

 

 

 

Net property at cost

  $4,858,284   $4,532,894   $4,318,829 
  

 

 

   

 

 

   

 

 

 

In thousandsApril 30,
2022
January 29,
2022
May 1,
2021
Land and buildings$1,929,521 $1,911,569 $1,723,049 
Leasehold costs and improvements3,615,202 3,652,280 3,611,943 
Furniture, fixtures and equipment6,961,560 6,871,777 6,602,759 
Total property at cost$12,506,283 $12,435,626 $11,937,751 
Less: accumulated depreciation and amortization7,217,119 7,164,799 6,869,927 
Net property at cost$5,289,164 $5,270,827 $5,067,824 

Depreciation expense was $534.0$218 million for the ninethree months ended October 28, 2017April 30, 2022 and $484.5 for the nine months ended October 29, 2016. Depreciation expense was $658.8$212 million for the twelvethree months ended January 28, 2017.

As previously disclosed, during fiscal 2017,May 1, 2021.

Non-cash investing activities in the Company identified fully depreciated assets that were no longer in use and should have been written off during fiscal 2017 or prior periods. The October 29, 2016 property at cost and accumulated depreciation were each reduced by $869cash flows consist of accrued capital additions of $176 million and therefore there was no impact to net property at cost. This error was not material to our consolidated financial statements; however, we have revised$90 million as of the October 29, 2016 amounts to reflect thewrite-off that should have been recorded at that time.

10

periods ended April 30, 2022 and May 1, 2021, respectively.

9


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

Amounts included in accumulatedAccumulated other comprehensive income (loss) are recorded net of taxes. The following table details the changes in accumulatedAccumulated other comprehensive income (loss) for the ninetwelve months ended October 28, 2017:

In thousands

  Foreign
Currency
Translation
   Deferred
Benefit Costs
   Cash Flow
Hedge on
Debt
   Accumulated
Other
Comprehensive
Income (Loss)
 

Balance, January 28, 2017

  $(491,803  $(199,481  $(2,942  $(694,226

Additions to other comprehensive income:

        

Foreign currency translation adjustments (net of taxes of $16,212)

   79,393    —      —      79,393 

Reclassifications from other comprehensive income to net income:

        

Amortization of prior service cost and deferred gains (net of taxes of $7,500)

   —      11,401    —      11,401 

Amortization of loss on cash flow hedge (net of taxes of $337)

   —      —      513    513 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 28, 2017

  $(412,410  $(188,080  $(2,429  $(602,919
  

 

 

   

 

 

   

 

 

   

 

 

 

January 29, 2022 and the three months ended April 30, 2022:
In thousandsForeign
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 $574)(57,612)(57,612)
Reclassifications from other comprehensive loss to net income:
Amortization of prior service cost and deferred gains/losses (net of taxes of $1,375) 3,778  3,778 
Balance, April 30, 2022$(545,859)$(195,125)$ $(740,984)

Note D. Capital Stock and Earnings Per Share

Capital Stock

TJX repurchased and retired 4.99.5 million shares of its common stock at a cost of $350.0 millionapproximately $0.6 billion during the quarter ended October 28, 2017, on a “trade date” basis. During the nine months ended October 28, 2017, TJX repurchased and retired 16.9 million shares of its common stock at a cost of $1.25 billion,April 30, 2022, on a “trade date” basis. TJX reflects stock repurchases in its consolidated financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of $1.2$0.6 billion for both the ninethree months ended October 28, 2017 and October 29, 2016.

April 30, 2022. These expenditures were funded by cash generated from operations.

In February 2016, TJX2022, the Company announced that its Board of Directors had approved a new stock repurchase program that authorizedauthorizes the repurchase of up to an additional $2.0$3.0 billion of TJX common stock from time to time. Under this program on a “trade date” basis through October 28, 2017,and previously announced programs, TJX repurchased 19.7 million shares of common stock at a cost of $1.5 billion. At October 28, 2017, $0.5had approximately $3.2 billion remained available for purchase under this program.

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

April 30, 2022.

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

11


Earnings Per Share

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

   Thirteen Weeks Ended 

In thousands, except per share data

  October 28,
2017
   October 29,
2016
 

Basic earnings per share

    

Net income

  $641,436   $549,786 

Weighted average common shares outstanding for basic EPS

   634,022    653,559 

Basic earnings per share

  $1.01   $0.84 

Diluted earnings per share

    

Net income

  $641,436   $549,786 

Shares for basic and diluted earnings per share calculations:

    

Weighted average common shares outstanding for basic EPS

   634,022    653,559 

Assumed exercise/vesting of:

    

Stock options and awards

   8,859    8,162 
  

 

 

   

 

 

 

Weighted average common shares outstanding for diluted EPS

   642,881    661,721 
  

 

 

   

 

 

 

Diluted earnings per share

  $1.00   $0.83 

   Thirty-Nine Weeks Ended 

In thousands, except per share data

  October 28,
2017
   October 29,
2016
 

Basic earnings per share

    

Net income

  $1,730,672   $1,620,306 

Weighted average common shares outstanding for basic EPS

   639,191    657,746 

Basic earnings per share

  $2.71   $2.46 

Diluted earnings per share

    

Net income

  $1,730,672   $1,620,306 

Shares for basic and diluted earnings per share calculations:

    

Weighted average common shares outstanding for basic EPS

   639,191    657,746 

Assumed exercise/vesting of:

    

Stock options and awards

   9,481    8,886 
  

 

 

   

 

 

 

Weighted average common shares outstanding for diluted EPS

   648,672    666,632 
  

 

 

   

 

 

 

Diluted earnings per share

  $2.67   $2.43 

share:
 Thirteen Weeks Ended
Amounts in thousands, expect per share amountsApril 30,
2022
May 1,
2021
Basic earnings per share:
Net income$587,473 $533,930 
Weighted average common shares outstanding for basic earnings per share calculation1,177,141 1,205,439 
Basic earnings per share$0.50 $0.44 
Diluted earnings per share:
Net income$587,473 $533,930 
Weighted average common shares outstanding for basic earnings per share calculation1,177,141 1,205,439 
Assumed exercise / vesting of stock options and awards12,122 16,078 
Weighted average common shares outstanding for diluted earnings per share calculation1,189,263 1,221,517 
Diluted earnings per share$0.49 $0.44 
Cash dividends declared per share$0.295 $0.26 

10


The weighted average common shares for the diluted earnings per share calculation excludeexcludes the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the related fiscal period’s average price of TJX’s common stock.stock for the related fiscal period. Such options are excluded because they would have an antidilutive effect. There were 12.65.1 million such options excluded for each of the thirteen weeks ended April 30, 2022 and thirty-nine weeks ended October 28, 2017. Therethere were 4.3 millionno such options excluded for each of the thirteen weeks and thirty-nine weeks ended October 29, 2016.

12


May 1, 2021.

Note E. Financial Instruments

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

Diesel Fuel Contracts

TJX hedges portions of its estimated notional diesel 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 2017,2022, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for fiscal 2018. During2023, and during the first ninethree months of fiscal 2018,2023, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for the first ninethree months of fiscal 2019.2024. The hedge agreements outstanding at October 28, 2017April 30, 2022 relate to approximately 51% of TJX’s estimated notional diesel requirements for the remainder of fiscal 20182023 and approximately 34%47% of TJX’s estimated notional diesel requirements for the first ninethree months of fiscal 2019.2024. These diesel fuel hedge agreements will settle throughout the remainder of fiscal 20182023 and throughout the first tenfour months of fiscal 2019.TJX2024. TJX elected not to apply hedge accounting rules to these contracts.

Foreign Currency Contracts

TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations at TJX International (United Kingdom, Ireland, Germany, Poland, Austria, The Netherlands and Australia), TJX Canada (Canada), Marmaxx (U.S.) and HomeGoods (U.S.) in currencies other than their respective functional currencies. These contracts typically have a term of twelve months or less. The contracts outstanding at October 28, 2017April 30, 2022 cover a portion of such actual and anticipated merchandise purchases throughout the remainder of fiscal 2018 and throughoutCompany is committed to over the second quarter of fiscal 2019.next several months. Additionally, TJX’s operations in Europe are subject to foreign currency exposure as a result of their buying function being centralized in the United Kingdom.U.K. All merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. The inflowA 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. However, with the growth of TJX’s Euro denominated retail operations, the intercompany billings committed to the Euro denominated operations is generating Euros in excess of those needed to meet merchandise commitments to outside vendors. TJX calculates thisany excess Euro exposure each month and enters into forward contracts of approximately 30 daysdays' duration to mitigate thethis exposure. TJX elected not to apply hedge accounting rules to these contracts.

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

13

11


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

In thousands

  

Pay

   Receive   Blended
Contract
Rate
   

Balance Sheet
Location

  Current Asset
U.S.$
   Current
(Liability)
U.S.$
  Net Fair
Value in
U.S.$ at
October 28,
2017
 

Fair value hedges:

               

Intercompany balances, primarily debt and related interest

 

         
     67,000   £13,000    0.1940   (Accrued Exp)  $—     $(1,211 $(1,211
     49,950   £43,317    0.8672   Prepaid Exp / (Accrued Exp)   277    (1,600  (1,323
  U.S.$   68,445   £55,000    0.8036   Prepaid Exp   3,849    —     3,849 

Economic hedges for which hedge accounting was not elected:

 

         

Diesel contracts

     

Fixed on 250k
– 2.5M gal
per month
 
 
 
   

Float on 250k
– 2.5M gal
per month
 
 
 
   N/A   Prepaid Exp   5,226    —     5,226 

Intercompany billings in Europe, primarily merchandise related

     27,000   £24,062    0.8912   Prepaid Exp   202    —     202 

Merchandise purchase commitments

 

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

 

 

   

 

 

  

 

 

 

Total fair value of derivative financial instruments

 

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

 

 

   

 

 

  

 

 

 

14

April 30, 2022:
In thousandsPayReceiveBlended
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:
Intercompany balances, primarily debt related:
25,000 £4,541 0.1816 Prepaid Exp$149 $ $149 
60,000 £50,568 0.8428 (Accrued Exp) (145)(145)
A$170,000 U.S.$122,061 0.7180 Prepaid Exp1,868  1,868 
U.S.$74,646 £55,000 0.7368 (Accrued Exp) (5,584)(5,584)
£150,000 U.S.$203,667 1.3578 Prepaid Exp15,501  15,501 
200,000 U.S.$229,237 1.1462 Prepaid Exp16,758  16,758 
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
3.2M – 4.0M
gal per month
Float on
3.2M – 4.0M
gal per month
N/APrepaid Exp53,779  53,779 
Intercompany billings in TJX International, primarily merchandise related:
260,000 £216,610 0.8331 (Accrued Exp) (2,348)(2,348)
Merchandise purchase commitments:
C$826,057 U.S.$655,000 0.7929 Prepaid Exp14,162  14,162 
C$30,949 22,000 0.7108 (Accrued Exp) (802)(802)
£436,036 U.S.$582,300 1.3354 Prepaid Exp / (Accrued Exp)36,363 (210)36,153 
A$69,520 U.S.$50,500 0.7264 Prepaid Exp1,394  1,394 
615,000 £110,481 0.1796 Prepaid Exp2,458  2,458 
U.S.$152,073 135,500 0.8910 (Accrued Exp) (8,897)(8,897)
Total fair value of derivative financial instruments$142,432 $(17,986)$124,446 

12


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

In thousands

  

Pay

   Receive   Blended
Contract
Rate
   

Balance Sheet
Location

  Current Asset
U.S.$
   Current
(Liability)
U.S.$
  Net Fair
Value in
U.S.$ at
January 28,
2017
 

Fair value hedges:

               

Intercompany balances, primarily debt and related interest

 

         
     67,000   £13,000    0.1940   (Accrued Exp)  $—     $(6 $(6
     63,000   £54,452    0.8643   Prepaid Exp   263    —     263 
  U.S.$   68,445   £55,000    0.8036   Prepaid Exp   1,196    —     1,196 

Economic hedges for which hedge accounting was not elected:

 

         

Diesel contracts

     

Fixed on 2.1M
– 2.5M gal per
month
 
 
 
   


Float on
2.1M– 2.5M
gal per
month
 
 
 
 
   N/A   Prepaid Exp   2,183    —     2,183 

Intercompany billings in Europe, primarily merchandise related

 

       
     68,000   £58,306    0.8574   Prepaid Exp   262    —     262 

Merchandise purchase commitments

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

 

 

   

 

 

  

 

 

 

Total fair value of financial instruments

 

      $8,201   $(7,256 $945 
        

 

 

   

 

 

  

 

 

 

15

29, 2022:
In thousandsPayReceiveBlended
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:
25,000 £4,541 0.1816 Prepaid Exp$72 $— $72 
60,000 £50,568 0.8428 Prepaid Exp111 — 111 
A$170,000 U.S.$122,061 0.7180 Prepaid Exp2,047 — 2,047 
U.S.$74,646 £55,000 0.7368 (Accrued Exp)— (918)(918)
200,000 U.S.$230,319 1.1516 Prepaid Exp4,535 — 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/APrepaid Exp23,649 — 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 
453,000 £82,112 0.1813 Prepaid Exp / (Accrued Exp)744 (449)295 
A$65,551 U.S.$47,500 0.7246 Prepaid Exp1,270 — 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 

13


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

In thousands

  

Pay

   Receive   Blended
Contract
Rate
   

Balance Sheet
Location

  Current Asset
U.S.$
   Current
(Liability)
U.S.$
  Net Fair
Value in
U.S.$ at
October 29,
2016
 

Fair value hedges:

              

Intercompany balances, primarily debt and related interest

 

         
    57,073   C$19,606    0.3435   Prepaid Exp  $199   $—    $199 
    45,000   £7,403    0.1645   (Accrued Exp)   —      (2,357  (2,357
    61,000   £47,211    0.7740   (Accrued Exp)   —      (9,681  (9,681
  U.S.$  77,957   £55,000    0.7055   (Accrued Exp)   —      (10,999  (10,999
  £  25,000   C$41,123    1.6449   Prepaid Exp   45    —     45 

Economic hedges for which hedge accounting was not elected:

 

         

Diesel contracts

    

Fixed on 2.1M
– 2.3M gal per
month
 
 
 
   

Float on 2.1M
– 2.3M gal
per month
 
 
 
   N/A   Prepaid Exp   1,485    —     1,485 

Intercompany billings in Europe, primarily merchandise related

    88,000   £79,577    0.9043   Prepaid Exp   186    —     186 

Merchandise purchase commitments

 

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

 

 

   

 

 

  

 

 

 

Total fair value of derivative financial instruments

 

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

 

 

   

 

 

  

 

 

 

16


Presented below is theMay 1, 2021:
In thousandsPayReceiveBlended
Contract
Rate
Balance Sheet
Location
Current
Asset
U.S.$
Current
(Liability)
U.S.$
Net Fair 
Value in 
U.S.$ at 
May 1,
2021
Fair value hedges:
Intercompany balances, primarily debt related:
45,000 £8,846 0.1966 Prepaid Exp$353 $— $353 
A$80,000 U.S.$62,032 0.7754 (Accrued Exp)— (98)(98)
U.S.$75,102 £55,000 0.7323 Prepaid Exp1,505 — 1,505 
£450,000 U.S.$620,918 1.3798 Prepaid Exp / (Accrued Exp)40 (5,582)(5,542)
200,000 U.S.$244,699 1.2235 Prepaid Exp2,301 — 2,301 
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
3.1M – 3.8M
gal per month
Float on
3.1M – 3.8M
gal per month
N/APrepaid Exp17,816 — 17,816 
Intercompany billings in TJX International, primarily merchandise related:
163,000 £141,240 0.8665 (Accrued Exp)— (166)(166)
Merchandise purchase commitments:
C$574,390 U.S.$457,000 0.7956 (Accrued Exp)— (11,054)(11,054)
C$29,455 19,500 0.6620 (Accrued Exp)— (444)(444)
£282,746 U.S.$391,800 1.3857 Prepaid Exp / (Accrued Exp)1,939 (3,751)(1,812)
A$50,830 U.S.$39,125 0.7697 Prepaid Exp / (Accrued Exp)42 (356)(314)
U.S.$53,680 44,400 0.8271 Prepaid Exp / (Accrued Exp)185 (267)(82)
Total fair value of derivative financial instruments$24,181 $(21,718)$2,463 

The impact of derivative financial instruments on the statementsConsolidated Statements of income for the periods shown:

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

In thousands

  

Location of Gain (Loss)

Recognized in Income by

Derivative

  October 28, 2017  October 29, 2016 

Fair value hedges:

     

Intercompany balances, primarily debt and related interest

  Selling, general and administrative expenses  $(1,454 $(10,549

Economic hedges for which hedge accounting was not elected:

   

Diesel fuel contracts

  Cost of sales, including buying and occupancy costs   4,947   4,241 

Intercompany billings in Europe, primarily merchandise related

  Cost of sales, including buying and occupancy costs   328   (5,911

Merchandise purchase commitments

  Cost of sales, including buying and occupancy costs   13,336   23,105 
    

 

 

  

 

 

 

Gain recognized in income

    $17,157  $10,886 
    

 

 

  

 

 

 

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

In thousands

  

Location of Gain (Loss)

Recognized in Income by

Derivative

  October 28, 2017  October 29, 2016 

Fair value hedges:

     

Intercompany balances, primarily debt and related interest

  Selling, general and administrative expenses  $(3,820 $(23,835

Economic hedges for which hedge accounting was not elected:

   

Diesel fuel contracts

  Cost of sales, including buying and occupancy costs   3,630   3,012 

Intercompany billings in Europe, primarily merchandise related

  Cost of sales, including buying and occupancy costs   (3,116  (14,987

Merchandise purchase commitments

  Cost of sales, including buying and occupancy costs   (20,829  15,826 
    

 

 

  

 

 

 

Loss recognized in income

    $(24,135 $(19,984
    

 

 

  

 

 

 

17

Income is presented below:
  Amount of Gain (Loss) Recognized
in Income by Derivative
 
 Location of Gain (Loss)
Recognized in Income by
Derivative
Thirteen Weeks Ended
In thousandsApril 30,
2022
May 1,
2021
Fair value hedges:
Intercompany balances, primarily debt relatedSelling, general and administrative expenses$24,395 $(2,864)
Economic hedges for which hedge accounting was not elected:
Diesel fuel contractsCost of sales, including buying and occupancy costs44,173 13,570 
Intercompany billings in TJX International, primarily merchandise relatedCost of sales, including buying and occupancy costs(370)118 
Merchandise purchase commitmentsCost of sales, including buying and occupancy costs40,929 (15,969)
Gain (loss) recognized in income$109,127 $(5,145)

14


Note F. Fair Value Measurements

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

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

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

Level 3:Unobservable inputs for the asset or liability

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

In thousands

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

Level 1

      

Assets:

      

Executive Savings Plan investments

  $231,618   $195,733   $185,042 

Level 2

      

Assets:

      

Short-term investments

  $511,618   $543,242   $450,804 

Foreign currency exchange contracts

   11,884    6,018    29,925 

Diesel fuel contracts

   5,226    2,183    1,485 

Liabilities:

      

Foreign currency exchange contracts

  $11,280   $7,256   $28,766 

In thousandsApril 30,
2022
January 29,
2022
May 1,
2021
Level 1
Assets:
Executive Savings Plan investments$366,038 $387,666 $384,442 
Level 2
Assets:
Foreign currency exchange contracts$88,653 $21,443 $6,365 
Diesel fuel contracts53,779 23,649 17,816 
Liabilities:
Foreign currency exchange contracts$17,986 $3,292 $21,718 

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

Short-term investments, foreign

Foreign currency exchange contracts and diesel fuel contracts are valued using broker quotations, which include observable market information. TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks. TJX does not make adjustments to quotes or prices obtained from brokers or pricing services but does assess the credit risk of counterparties and will adjust final valuations when appropriate. Where independent pricing services provide fair values, TJX obtains an understanding of the methods used in pricing. As such, these instruments are classified within Level 2.

The fair value of TJX’s general corporate debt was estimated by obtaining market quotes given the trading levels of other bonds of the same general issuer type and market perceived credit quality. These inputs are considered to be Level 2. The fair value of long-term debt as of October 28, 2017April 30, 2022 was $2.20$3.2 billion compared to a carrying value of $2.23$3.4 billion. The fair value of long-term debt as of January 28, 201729, 2022 was $2.17$3.5 billion compared to a carrying value of $2.23$3.4 billion. The fair value of long-term debt as of October 29, 2016May 1, 2021 was $2.25$5.8 billion compared to a carrying value of $2.23$5.3 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.

18

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 April 30, 2022, January 29, 2022 and May 1, 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 equity 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 Company recorded a $218 million charge in the first quarter of fiscal 2023 which represents the entirety of its investment.
15


Note G. Segment Information

TJX operates four4 main business segments. The Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and tjmaxx.com)marshalls.com) and the HomeGoods segment (HomeGoods, Homesense, and Homesense)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. TJX alsoIn addition to the Company’s 4 main business segments, Sierra operates Sierra Trading Post (“STP”), anoff-price Internet retailer that operates sierratradingpost.comsierra.com and retail stores in the U.S. The results of STPSierra are included in the Marmaxx segment.

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

TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines aspre-tax income or loss before general corporate expense, and interest expense, net.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. The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales. These measuresThis measure of performance should not be considered alternativesan alternative to net income or cash flows from operating activities as an indicator of TJX’s performance or as a measure of liquidity.

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

   Thirteen Weeks Ended 

In thousands

  October 28,
2017
   October 29,
2016
 

Net sales:

    

In the United States:

    

Marmaxx

  $5,298,479   $5,252,815 

HomeGoods

   1,228,768    1,078,373 

TJX Canada

   983,236    855,473 

TJX International

   1,251,737    1,105,027 
  

 

 

   

 

 

 
  $8,762,220   $8,291,688 
  

 

 

   

 

 

 

Segment profit:

    

In the United States:

    

Marmaxx

  $666,092   $703,092 

HomeGoods

   163,835    149,739 

TJX Canada

   206,472    142,491 

TJX International

   87,066    87,821 
  

 

 

   

 

 

 
   1,123,465    1,083,143 

General corporate expense

   95,484    97,902 

Loss on early extinguishment of debt

   —      51,773 

Pension settlement charge

   —      31,173 

Interest expense, net

   7,981    12,462 
  

 

 

   

 

 

 

Income before provision for income taxes

  $1,020,000   $889,833 
  

 

 

   

 

 

 

19


   Thirty-Nine Weeks Ended 

In thousands

  October 28,
2017
   October 29,
2016
 

Net sales:

    

In the United States:

    

Marmaxx

  $15,550,253   $15,217,188 

HomeGoods

   3,506,435    3,075,472 

TJX Canada

   2,554,033    2,297,831 

TJX International

   3,293,223    3,125,606 
  

 

 

   

 

 

 
  $24,903,944   $23,716,097 
  

 

 

   

 

 

 

Segment profit:

    

In the United States:

    

Marmaxx

  $2,100,138   $2,154,238 

HomeGoods

   457,272    415,996 

TJX Canada

   392,581    321,942 

TJX International

   132,893    145,047 
  

 

 

   

 

 

 
   3,082,884    3,037,223 

General corporate expense

   311,177    290,975 

Loss on early extinguishment of debt

   —      51,773 

Pension settlement charge

   —      31,173 

Interest expense, net

   27,499    33,918 
  

 

 

   

 

 

 

Income before provision for income taxes

  $2,744,208   $2,629,384 
  

 

 

   

 

 

 

20


 Thirteen Weeks Ended
In thousandsApril 30,
2022
May 1,
2021
Net sales:
In the United States:
Marmaxx$6,872,270 $6,640,486 
HomeGoods2,035,785 2,141,756 
TJX Canada1,081,528 765,536 
TJX International1,416,891 538,883 
Total net sales$11,406,474 $10,086,661 
Segment profit (loss):
In the United States:
Marmaxx$904,222 $824,855 
HomeGoods121,985 251,602 
TJX Canada126,618 71,577 
TJX International13,232 (221,558)
Total segment profit1,166,057 926,476 
General corporate expense77,378 160,442 
Impairment on equity investment217,619 — 
Interest expense, net18,785 44,688 
Income before income taxes$852,275 $721,346 

Note H. Pension Plans and Other Retirement Benefits

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

   Funded Plan   Unfunded Plan 
   Thirteen Weeks Ended   Thirteen Weeks Ended 

In thousands

  October 28,
2017
   October 29,
2016
   October 28,
2017
   October 29,
2016
 

Service cost

  $11,655   $11,360   $403   $293 

Interest cost

   13,866    14,023    820    793 

Expected return on plan assets

   (17,309   (17,633   —      —   

Recognized actuarial losses

   5,428    7,943    641    783 
  

 

 

   

 

 

   

 

 

   

 

 

 

Expense related to current period

   13,640    15,693    1,864    1,869 

Pension settlement charge

   —      31,173    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expense

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

 

 

   

 

 

   

 

 

   

 

 

 

   Funded Plan   Unfunded Plan 
   Thirty-Nine Weeks Ended   Thirty-Nine Weeks Ended 

In thousands

  October 28,
2017
   October 29,
2016
   October 28,
2017
   October 29,
2016
 

Service cost

  $35,264   $33,778   $1,578   $1,376 

Interest cost

   41,384    42,747    2,506    2,543 

Expected return on plan assets

   (52,073   (53,503   —      —   

Recognized actuarial losses

   16,582    22,362    2,305    2,512 
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension cost

   41,157    45,384    6,389    6,431 

Pension settlement charge

   —      31,173    —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expense

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

 

 

   

 

 

   

 

 

   

 

 

 

 Funded PlanUnfunded Plan
 Thirteen Weeks EndedThirteen Weeks Ended
In thousandsApril 30,
2022
May 1,
2021
April 30,
2022
May 1,
2021
Service cost$12,168 $12,219 $727 $755 
Interest cost14,426 12,812 931 780 
Expected return on plan assets(22,228)(23,992) — 
Amortization of net actuarial loss and prior service cost4,274 2,803 879 1,154 
Total expense$8,640 $3,842 $2,537 $2,689 

16


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 targetFunding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of TJX’s nonqualified plans under the Internal Revenue Code. TJXThe Company does not anticipate any required funding in fiscal 20182023 for the funded plan. TJXThe Company anticipates making paymentscontributions of $4.1$4 million to provide current benefits coming due under the unfunded plan in fiscal 2018.

2023.

The amounts included in recognizedamortization of net actuarial lossesloss and prior service cost in the table above have been reclassified in their entirety from Accumulated other comprehensive incomeloss to the statementsConsolidated Statements of income,Income, net of related tax effects, for the periods presented.

During the third quarter of fiscal 2017, TJX offered eligible, former TJX Associates, who had not yet commenced receiving their pension benefit, an opportunity to receive a lump sum payout of their vested pension benefit. As a result, the Company’s pension plan paid $103.2 million from pension plan assets to those who accepted the offer, thereby reducing its pension benefit obligations. The transaction had no cash impact on TJX but did result in anon-cashpre-tax pension settlement charge of $31.2 million in last year’s third quarter, which is reported separately on the consolidated statements of income.

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

21


Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt, exclusive of current installments, as of October 28, 2017,April 30, 2022, January 28, 201729, 2022 and October 29, 2016.May 1, 2021. All amounts are net of unamortized debt discounts.

In thousands

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

General corporate debt:

      

2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $245 at October 28, 2017, $278 at January 28, 2017 and $289 at October 29, 2016)

  $499,755   $499,722   $499,711 

2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $269 at October 28, 2017, $325 at January 28, 2017 and $344 at October 29, 2016)

   749,732    749,675    749,656 

2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $6,590 at October 28, 2017, $7,149 at January 28, 2017 and $7,336 at October 29, 2016)

   993,410    992,851    992,664 

Debt issuance cost

   (13,042   (14,649   (15,118
  

 

 

   

 

 

   

 

 

 

Long-term debt

  $2,229,855   $2,227,599   $2,226,913 
  

 

 

   

 

 

   

 

 

 

In thousandsApril 30,
2022
January 29,
2022
May 1,
2021
2.500% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $45 at April 30, 2022, $56 at January 29, 2022 and $89 at May 1, 2021)$499,955 $499,944 $499,911 
3.500% senior unsecured notes, redeemed on June 4, 2021 (effective interest rate of 3.58% after reduction of unamortized debt discount of $3,956 at May 1, 2021) — 1,246,044 
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $3,233 at April 30, 2022, $3,419 at January 29, 2022 and $3,979 at May 1, 2021)996,767 996,581 996,021 
3.750% senior unsecured notes, redeemed on June 4, 2021 (effective interest rate of 3.76% after reduction of unamortized debt discount of $437 at May 1, 2021) — 749,563 
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount of $779 at April 30, 2022, $811 at January 29, 2022, and $907 at May 1, 2021)499,221 499,189 499,093 
3.875% senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89% after reduction of unamortized debt discount of $491 at April 30, 2022, $506 at January 29, 2022 and $553 at May 1, 2021)495,359 495,344 495,297 
1.600% senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61% after reduction of unamortized debt discount of $535 at April 30, 2022, $551 at January 29, 2022, and $595 at May 1, 2021)499,465 499,449 499,405 
4.500% senior unsecured notes, maturing April 15, 2050 (effective interest rate of 4.52% after reduction of unamortized debt discount of $2,113 at April 30, 2022, $2,132 at January 29, 2022 and $2,189 at May 1, 2021)383,386 383,367 383,310 
Total debt3,374,153 3,373,874 5,368,644 
Debt issuance costs(18,338)(19,033)(33,780)
Long-term debt$3,355,815 $3,354,841 $5,334,864 

Senior Unsecured Notes
On September 12, 2016, TJX issued $1.0June 4, 2021, the Company completed make-whole calls for its $1.25 billion aggregate principal amount of 2.25%ten-year notes due September 2026 all of which was outstanding at October 28, 2017. TJX entered into a rate-lock agreement to hedge $700 million of the 2.25% notes. The cost of these agreements are being amortized to interest expense over the term of the notes resulting3.500% Notes maturing in an effective fixed rate of 2.36%. On October 12, 2016, TJX used a portion of the proceeds from the 2.25%ten-year notes to redeem all outstanding 6.95%ten-year notes2025 and recorded apre-tax loss on the early extinguishment of debt of $51.8 million, which includes $50.6 million of redemption premium and $1.2 million to write off unamortized debt expenses and discount.

At October 28, 2017, TJX also had outstanding $500 million aggregate principal amount of 2.50%ten-year notes due May 2023 andits $750 million aggregate principal amount of 2.75% seven-year3.750% Notes maturing in 2027, which 3.500% Notes and 3.750% Notes were originally issued and sold on April 1, 2020. Interest on the Company's remaining outstanding notes dueis payable semi-annually.

17


Credit Facilities
The Company has 2 revolving credit facilities, a $1 billion senior unsecured revolving credit facility maturing in June 2021. TJX entered into rate-lock agreements to hedge the underlying treasury rate of $250 million of the 2.50% notes. The costs of these agreements are being amortized to interest expense over the term of the respective notes, resulting in an effective fixed interest rate of 2.57% for the 2.50% notes. TJX also entered into rate-lock agreements to hedge the underlying treasury rate of all of the 2.75% notes prior to their issuance. The agreements were accounted for as cash flow hedges2026 (the “2026 Revolving Credit Facility”) and thepre-tax realized loss of $7.9 million was recorded as a component of other comprehensive income and is being amortized to interest expense over the term of the notes, resulting in an effective fixed interest rate of 2.91%.

At October 28, 2017, TJX had two $500 million revolving credit facilities, one whichfacility that matures in March 2020 and one which matures in March 2022. At October 28, 2017,May 2024 (the “2024 Revolving Credit Facility”). Under these credit facilities, the agreementsCompany has maintained a borrowing capacity of $1.5 billion. The terms of these revolving credit facilities require quarterly payments of 6.0 basis points per annum on the committed amounts for both agreements. Thisamount and payment of interest on borrowings at rates based on LIBOR or a base rate isplus a variable margin, in each case based on the credit ratings of TJX’sCompany’s long-term debt ratings. The 2024 Revolving Credit Facility requires usage fees based on total credit extensions under the facility. As of April 30, 2022, January 29, 2022 and would vary with specified changes inMay 1, 2021, there were no amounts outstanding under any of the credit ratings. These agreements had no compensating balance requirements and had various covenants.Company’s facilities. Each of these facilities require TJX to maintain a ratio of funded debt and four-times consolidated rentals to consolidated earnings before interest, taxes, depreciation and amortization and consolidated rentals (“EBITDAR”)(EBITDAR) of not more than 2.753.50 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at October 28, 2017, January 28, 2017 and October 29, 2016. the end of all periods presented.

As of October 28, 2017,April 30, 2022, January 28, 201729, 2022 and October 29, 2016, and during the quarters and year then ended, there were no amounts outstanding under any of these facilities.

22


As of October 28, 2017, January 28, 2017 and October 29, 2016,May 1, 2021, TJX Canada had two2 uncommitted credit lines, a C$10 million facility for operating expenses and a C$10 million letter of credit facility. As of October 28, 2017,April 30, 2022, January 28, 201729, 2022 and October 29, 2016,May 1, 2021, and during the quarters and year then ended, there were no amounts outstanding on the Canadian credit line for operating expenses.lines. As of October 28, 2017,April 30, 2022, January 28, 2017,29, 2022 and October 29, 2016, ourMay 1, 2021, the Company’s European business at TJX International had an uncommitted credit line of £5 million. As of October 28, 2017,April 30, 2022, January 28, 2017,29, 2022 and October 29, 2016,May 1, 2021, and during the quarters and year then ended, there were no amounts outstanding on the European credit line.

Note J. Income Taxes

The effectiveeffective income tax rate was 37.1%31.1% for the first quarter of fiscal 2018 third quarter2023 and 38.2%26.0% for the first quarter of fiscal 2017 third quarter.2022. The effective income tax rate was 36.9% for the nine months ended October 28, 2017 as compared to 38.4% for last year’s comparable period. The decreaseincrease in the effective income tax rate wasis primarily due to the impairment of our minority investment stake in Familia, which at this time we estimate to have no associated tax benefit, and a reduction of excess income tax benefits related tofrom share-based payments, which reducedcompensation, partially offset by the effective income tax rate by 1.2 percentage points for the third quarter and 1.5 percentage points for the nine months ended October 28, 2017. Thechange of jurisdictional mix of income also contributed toprofits and losses and the changeresolution of the effective incomevarious tax rate.

matters.

TJX had net unrecognized tax benefits of $41.2$273 million as of October 28, 2017, $38.5April 30, 2022, $288 million as of January 28, 201729, 2022 and $37.4$278 million as of October 29, 2016.

May 1, 2021.

TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S., and India, fiscal years through 2010 are no longer subject to examination. In Canada, fiscal years through 2008 are no longer subject to examination. In all other jurisdictions, fiscal years through 20092011 are no longer subject to examination.

TJX’s accounting policy classifiesis to classify interest and penalties related to income tax matters as part of income tax expense. The total accrued amount on the balance sheetsamounts for interest and penalties on the Consolidated Balance Sheets was $8.5$44 million as of October 28, 2017, $8.0April 30, 2022, $43 million as of January 28, 201729, 2022 and $7.8$38 million as of October 29, 2016.

May 1, 2021.

Based on the outcomefinal resolution of tax examinations, or judicial or administrative proceedings, changes in facts or as a resultlaw, expirations of the expiration of statutestatutes of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those presented inrepresented on the consolidated financial statements.statements as of April 30, 2022. During the next 12 months, it is reasonably possible that tax examinations of prior years’ tax returns or judicial or administrative proceedings that reflect such positions taken by TJXaudit resolutions may be finalized. As a result, the total net amount ofreduce unrecognized tax benefits may decrease,by up to $44 million, which would reduce the provision for taxes on earnings, by a range of zero to $15 million.

earnings.

Note K. Contingent Obligations, Contingencies, and Contingencies

Commitments

Contingent Contractual Obligations

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

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

23


TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses related to matters such asincluding title to assets sold, specified environmental matters or certain income taxes. These obligations are oftensometimes limited in time andor amount. There are no amounts reflected in our balance sheetsthe 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 ourits business. In addition, TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes, including alleged misclassification of positions as exempt from overtime, alleged entitlement to additional wages for allegedoff-the-clock work by hourly employees and alleged failure to pay all wages due upon termination. TJX is also a defendant in lawsuits filed in federal courts brought as putative class actions on behalf of customers relating to TJX’s compare at pricing. The lawsuits are in various procedural stages and seek unspecified monetary damages, injunctive relief and attorneys’ fees. In connection with ongoing litigation, anhas accrued immaterial amount has been accruedamounts in the accompanying financial statements.

24

Consolidated Financial Statements for certain of its legal proceedings.

18


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

Operations

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

April 30, 2022

Compared to

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

Overview

May 1, 2021

OVERVIEW
We are the leadingoff-price apparel and home fashions retailer in the U.S. and worldwide. Our mission is to deliver great value to our customers every day. We selldo this by selling a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and specialty storemajor online retailers) regular prices on comparable merchandise, every day.day through our stores and five distinctive branded e-commerce sites. We operate over 4,0004,700 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and tjmaxx.com)marshalls.com) and HomeGoods (which operates HomeGoods, Homesense and Homesense)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). We also operateIn addition to our four main segments, Sierra Trading Post (“STP”), anoff-price Internet retailer that operates sierratradingpost.comsierra.com and retail stores in the U.S. The results of STPSierra are reportedincluded in ourthe Marmaxx segment.

Results of Operations

Highlights

RESULTS OF OPERATIONS
As an overview of our financial performance, results for the third quarter ended October 28, 2017April 30, 2022 include the following:

Net sales increased 6%13% to $8.8$11.4 billion for the first quarter of fiscal 2018 third quarter2023 over last year’s thirdfirst quarter sales of $8.3$10.1 billion. At October 28, 2017,As of April 30, 2022, the number of stores in operation increased 7%2% and selling square footage increased 5%1% compared to the end of the fiscal 2017 third quarter.

Same store sales were flat in the thirdfirst quarter of fiscal 2018 compared to an increase of 5% in2022.
U.S. comp store sales growth was flat for the thirdfirst quarter of fiscal 2017. Same2023. The U.S. open-only comp store sales reflect an increase in customer traffic, offset by a decrease inwas 17% for the value of the average transaction. We believe the hurricanescomparable period last year ended May 1, 2021.
Net sales increased 163% and unseasonably warm weather in parts of the U.S. had a negative impact on third quarter sales.41% for TJX International and TJX Canada, respectively.

Diluted earnings per share for the thirdfirst quarter of fiscal 20182023 were $1.00 versus $0.83$0.49, which included a $218 million impairment on our equity investment in Familia, or $0.19 per share, versus $0.44 in the thirdfirst quarter of fiscal 2017. Foreign currency had a $0.04 positive impact on earnings per share for the third quarter of fiscal 2018 compared with a neutral impact on earnings per share for the third quarter of fiscal 2017. The fiscal 2017 third quarter includes the impact of an early extinguishment of debt charge and a pension settlement charge, which collectively reduced earnings per share by $.08 per share.2022.

Ourpre-taxPre-tax margin (the ratio ofpre-tax income to net sales) for the thirdfirst quarter of fiscal 20182023 was 11.6%7.5%, which included a negative 1.9 percentage point impact from the impairment on our equity investment in Familia, and was a 0.3 percentage point increase compared with 10.7%7.2% in the thirdfirst quarter of fiscal 2017. The debt extinguishment charge and pension settlement charge collectively reduced fiscal 2017 third quarterpre-tax margin by 1 percentage point.2022.

Our cost of sales ratio, including buying and occupancy costs, ratio for the thirdfirst quarter of fiscal 20182023 was 70.2%72.1%, a 0.30.2 percentage point decreaseincrease compared towith 71.9% in the thirdfirst quarter last year. This decrease was driven by the favorable impact ofmark-to-marketof inventory derivatives as well as an increase in merchandise margin, partially offset by higher supply chain costs and expense deleverage on the flat consolidated comparable store sales.fiscal 2022.

Our selling, general and administrative (“SG&A”) expense ratio for the thirdfirst quarter of fiscal 20182023 was 18.1%18.4%, up 0.5a 2.1 percentage pointspoint decrease compared to the prior year’s third quarter ratio. The increasewith 20.5% in the ratio was primarily due to expenses from hurricanes and wage increases.first quarter of fiscal 2022.

Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding oure-commerce businesses, decreased 2% sites and Sierra stores, were up 35% on a reported basis and 4%37% on a constant currency basis at the end of the thirdfirst quarter of fiscal 2018 as compared to the prior year’s third quarter.2023.

25


During the thirdfirst quarter of fiscal 2023, we returned $547 million$0.9 billion to our shareholders through share repurchases and dividends.

19


Operating Results as a Percentage of Net Sales
The following is a discussion oftable sets forth our consolidated operating results followed byas a discussionpercentage of our segment operating results.

net sales:
Thirteen Weeks Ended
April 30,
2022
May 1,
2021
Net sales100.0 %100.0 %
Cost of sales, including buying and occupancy costs72.1 71.9 
Selling, general and administrative expenses18.4 20.5 
Impairment on equity investment1.9 — 
Interest expense, net0.2 0.4 
Income before provision for income taxes*
7.5 %7.2 %

*Figures may not foot due to rounding.
Net sales:Consolidated netSales
Net sales for the third quarter ended October 28, 2017April 30, 2022 totaled $8.8$11.4 billion, a 6%13% increase over consolidatedversus last year’s first quarter fiscal 2022 net sales of $8.3 billion$10.1 billion. Net sales from our e-commerce sites combined amounted to less than 3% of total sales for each of the third quarter ended October 29, 2016. The increase reflected a 5% increase from newfirst quarters of fiscal 2023 and fiscal 2022.
For fiscal 2023, we returned to our historical definition of comparable store sales, as defined below. While stores in the U.S. were open for all of fiscal 2022, a significant number of stores in TJX Canada and a 1% positive impact from foreign currency exchange rates. This increase compares to sales growth of 7% in last year’s third quarter, which reflected a 5% increase from sameTJX International experienced COVID-19 related temporary store closures and government-mandated shopping restrictions during fiscal 2022. Therefore, we cannot measure year-over-year comparable store sales with fiscal 2022 in these geographies in a 4% increasemeaningful way. As a result, the comparable stores included in newthe fiscal 2023 measure consist of U.S. stores only, which we refer to as U.S. comparable store sales offset by a 2% negative impact from foreign currency exchange rates.

Consolidated net(“U.S. comp store sales”) and are calculated against sales for the nine months ended October 28, 2017 totaled $24.9 billion, a 5%comparable periods in fiscal 2022.

Net sales increased 13% for the first quarter of fiscal 2023 compared to the first quarter of fiscal 2022, primarily due to an increase over $23.7 billion in last year’s comparable period.average basket driven by higher average ticket. The increase reflectedin net sales also reflects having a 4% increase from newfully open store base for the first quarter of fiscal 2023 compared to temporary store closures for 14% of the first quarter of fiscal 2022, defined as the total store days closed due to the COVID-19 pandemic as a percentage of potential total store days open during the period.
U.S. comp store sales a 1%were flat for the first quarter of fiscal 2023 compared to the first quarter of fiscal 2022. U.S. comp store sales reflects an increase in sameaverage basket driven by higher average ticket as well as an increase in customer traffic in Marmaxx, partially offset by lower customer traffic in HomeGoods. For the first quarter ended April 30, 2022, comp store sales and a neutral impact from foreign currency exchange rates. This compares to sales growth of 8% in the nine-month period of fiscal 2017, which reflected a 5% increaseU.S. was strongest in same store sales and a 4% increase from new store sales, offset by a 1% negative impact from foreign currency exchange rates.

the South region. Apparel outperformed home fashions for the first quarter ended April 30, 2022.

As of October 28, 2017,April 30, 2022, our consolidated store count increased 7%2% and selling square footage increased 5%1% compared to the end of the thirdfirst quarter last year.

Consolidated same

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

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

We define same storeor comp sales, to be sales of those stores that we have operatedbeen 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. TheWe calculated comp store sales of Sierra Trading Post (including stores), tjmaxx.comon a 52-week basis by comparing the current and tkmaxx.com (oure-commerce businesses)prior year weekly periods that are not includedmost closely aligned. Relocated stores and stores that have changed in same store sales. We classify a store as a new store until it meetssize 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 sales criteria. (“non-comp sales”) consist of sales from:
New stores - stores that have not yet met the comp sales criteria, which represents a substantial majority of non-comp sales
Stores that are closed permanently or for an extended period of time
Sales from our e-commerce sites
We determine which stores are included in the same storecomp sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended period. In the third quarter ofperiod during that fiscal 2018, 37 stores, mostly in Puerto Rico, that were significantly impacted by the hurricanes were excluded from same store sales. These stores will be treated similarly to new stores and excluded from the same store sales measures until they again meet the same store sales criteria. We calculate same store sales results by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have increased in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated same store percentage is immaterial. Same storeyear.
Comp sales of our foreign segments are calculated by translating the current year’s same storecomp sales of our foreign segments at the same exchange rates used inusing the prior year.year’s exchange rates. This removes the effect of changes in currency exchange rates, which we believe is a more accurate measure of segment operating performance.
20


Comp sales may be referred to as “same store” sales by other retail companies. The method for calculating comp sales varies across the retail industry, therefore our measure of comp sales may not be comparable to that of other retail companies.
We define customer traffic to be the number of transactions in stores included in the same store sales calculation and define average ticket to be the average retail price of the units sold at these stores.sold. We define average transaction or average basket to be the average dollar value of transactions included intransactions.
Open-Only Comp Store Sales
Due to the sametemporary closing of stores as a result of the COVID-19 pandemic, our historical definition of comp store sales calculation.

26


The following table sets forth certain information about our consolidated operating resultswas 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 a percentagecomp stores at the beginning of netfiscal 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 following periods:

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

Net sales

   100.0  100.0
  

 

 

  

 

 

 

Cost of sales, including buying and occupancy costs

   70.2   70.5 

Selling, general and administrative expenses

   18.1   17.6 

Loss on early extinguishment of debt

   —     0.6 

Pension settlement charge

   —     0.4 

Interest expense, net

   0.1   0.2 
  

 

 

  

 

 

 

Income before provision for income taxes*

   11.6  10.7
  

 

 

  

 

 

 

*Figures may not foot due to rounding

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

Net sales

   100.0  100.0
  

 

 

  

 

 

 

Cost of sales, including buying and occupancy costs

   70.9   70.7 

Selling, general and administrative expenses

   18.0   17.7 

Loss on early extinguishment of debt

   —     0.2 

Pension settlement charge

   —     0.1 

Interest expense, net

   0.1   0.1 
  

 

 

  

 

 

 

Income before provision for income taxes*

   11.0  11.1
  

 

 

  

 

 

 

*Figures may not foot due to rounding

same days in fiscal 2020, prior to the emergence of the global pandemic.

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

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

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

27


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

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

Cost of sales, including buyingSales, Including Buying and occupancy costs:Occupancy Costs
Cost of sales, including buying and occupancy costs, as a percentage of net sales decreased by 0.3 percentage points to 70.2%was 72.1% for the thirdfirst quarter of fiscal 2018 as compared to last year’s ratio. The decrease2023, an increase of 0.2 percentage points from 71.9% for the thirdfirst quarter of fiscal of 2022.
The increase in the cost of sales ratio, including buying and occupancy costs, was driven by the favorable impact of themark-to-market of our inventory derivatives of 0.3 percentage points along with an improvement in consolidatedprimarily attributable to lower merchandise margin. These improvements weremargin, partially offset by expense deleverageleverage on the flat same storeoccupancy as a result of a higher level of sales and an increase in consolidated distribution center costs. The 0.2 percentage point increase to 70.9% for the first nine monthsquarter of fiscal 2018 was driven2023 compared to fiscal 2022 and favorable mark-to-market adjustments on inventory and fuel hedges. Within merchandise margin, strong markon and a benefit from our pricing initiative were more than offset by an increase in consolidated distribution center costs. Our increase in distribution center costs for the quarterapproximately 220 basis points of incremental freight.
21


Selling, General and nine-month period reflects the impact of processing more units as well as additional investments in the supply chain network.

Selling, general and administrative expenses: Selling, general and administrativeAdministrative Expenses

SG&A expenses, as a percentage of net sales, were 18.1% in18.4% for the thirdfirst quarter of fiscal 2018, up 0.52023, a decrease of 2.1 percentage pointpoints over last year’s first quarter ratio and increased by 0.3 percentage points to 18.0%of 20.5%.
The decrease in the SG&A ratio for the nine months ended October 28, 2017 asfirst quarter of fiscal 2023 compared to the same period last year. The increase for both the third quarter and nine-month periodof fiscal 2022 was primarily driven by store payroll due to hurricane related expenses, higher store payroll costs resulting from wage increases as well asa reduction of COVID-related costs.
Impairment on Equity Investment
During the impactquarter ended April 30, 2022, due to the Russian invasion of handlingUkraine, the increaseCompany announced that it has committed to divesting its minority investment in units.

Loss on early extinguishmentFamilia, an off-price retailer of debt:On September 12, 2016apparel and home fashions domiciled in Luxembourg that operates stores in Russia. As a result, we issued $1.0 billionperformed an impairment analysis and concluded that there was an other-than-temporary impairment of 2.25% ten-year notes.this investment. We used a portionrecorded an impairment charge of $218 million representing the entire carrying value of the proceeds to redeem our $375 million 6.95% notes on October 12, 2016, prior to their scheduled maturity of April 15, 2019 and we recordedinvestment. This charge had apre-tax loss on the early extinguishment of debt of $51.8 million.

Pension settlement charge: During the fiscal 2017 third quarter, we offered eligible former TJX Associates, who had not yet commenced receiving their qualified pension plan benefit, an opportunity to receive a lump sum payout of their vested pension benefit. On October 21, 2016, TJX’s qualified pension plan paid $103.2 million from pension plan assets to those who accepted this offer. This transaction had no cash $0.19 negative impact on TJX, but did result in anon-cashpre-tax settlement charge of $31.2 million inearnings per share for the thirdfirst quarter of last year.

fiscal 2023.

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

   Thirteen Weeks Ended   Thirty-Nine Weeks Ended 

Dollars in thousands

  October 28,
2017
   October 29,
2016
   October 28,
2017
   October 29,
2016
 

Interest expense

  $17,349   $18,906   $51,881   $52,851 

Capitalized interest

   (1,066   (1,948   (3,528   (6,351

Interest (income)

   (8,302   (4,496   (20,854   (12,582
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense, net

  $7,981   $12,462   $27,499   $33,918 
  

 

 

   

 

 

   

 

 

   

 

 

 

For
 Thirteen Weeks Ended
In millionsApril 30,
2022
May 1,
2021
Interest expense$22.9 $47.0 
Capitalized interest(1.6)(1.1)
Interest (income)(2.5)(1.2)
Interest expense, net$18.8 $44.7 

Net interest expense decreased for the thirdfirst quarter and first nine months of fiscal 2018,2023 compared to the reductionsame period in net interest expense was driven by additional interest income,fiscal 2022, primarily due to an increase in invested balances and higher ratesthe $2.75 billion pay down of return.

outstanding debt during fiscal 2022.

Provision for Income taxes:Taxes
The effectiveeffective income tax rate was 37.1%31.1% for the first quarter of fiscal 2018 third quarter and 36.9%2023 compared to 26.0% for the nine months ended October 28, 2017 compared to 38.2% for thefirst quarter of fiscal 2017 third quarter and 38.4% for the nine months ended October 29, 2016.2022. The decreaseincrease in the effective income tax rate wasis primarily due to the impairment of our minority investment stake in Familia, which at this time we estimate to have no associated tax benefit, and a reduction of excess income tax benefits related tofrom share-based payments, which reducedcompensation, partially offset by the effective income tax rate by 1.2 percentage points for the third quarter and 1.5 percentage points for the nine months ended October 28, 2017. Thechange of jurisdictional mix of income also contributed toprofits and losses and the changeresolution of the effective incomevarious tax rate.

28


matters.

Net incomeIncome and net income per share:Diluted Earnings Per Share
Net income for the thirdfirst quarter of fiscal 20182023 was $641.4 million,$0.6 billion, or $1.00$0.49 per diluted share versus $549.8 million,compared with $0.5 billion, or $0.83$0.44 per diluted share in last year’s third quarter. Foreign currency had a $0.04 positive impact on earnings per share for the thirdfirst quarter of fiscal 2018 compared to2022. The $218 million impairment on our equity investment in Familia had a neutral impact on earnings per share for the third quarter of fiscal 2017. We believe the hurricanes had an estimated $0.03$0.19 negative impact on earnings per share for the thirdfirst quarter of fiscal 2018.

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

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

2023.

Segment information:Information
We operate four main business segments. TheOur Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and tjmaxx.com)marshalls.com) and theour HomeGoods segment (HomeGoods, Homesense and Homesense)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. We also operate STP, anoff-price Internet retailer thatIn addition to our four main segments, Sierra operates sierratradingpost.comsierra.com and retail stores in the U.S. The results of STP have beenSierra are included in ourthe Marmaxx segment.

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

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

22


U.S. Segments:

SEGMENTS

Marmaxx

   Thirteen Weeks Ended  Thirty-Nine Weeks Ended 

Dollars in millions

  October 28,
2017
  October 29,
2016
  October 28,
2017
  October 29,
2016
 

Net sales

  $5,298.5  $5,252.8  $15,550.3  $15,217.2 

Segment profit

  $666.1  $703.1  $2,100.1  $2,154.2 

Segment profit as a percentage of net sales

   12.6  13.4  13.5  14.2

(Decrease) increase in same store sales

   (1)%   5  0  5

Stores in operation at end of period

     

T.J. Maxx

     1,219   1,179 

Marshalls

     1,057   1,027 

Sierra Trading Post

     26   11 
    

 

 

  

 

 

 

Total

     2,302   2,217 
    

 

 

  

 

 

 

Selling square footage at end of period (in thousands)

     

T.J. Maxx

     27,034   26,501 

Marshalls

     24,827   24,614 

Sierra Trading Post

     451   209 
    

 

 

  

 

 

 

Total

     52,312   51,324 
    

 

 

  

 

 

 

29


 Thirteen Weeks Ended
U.S. dollars in millionsApril 30,
2022
May 1,
2021
Net sales$6,872 $6,640 
Segment profit$904 $825 
Segment margin13.2 %12.4 %
Stores in operation at end of period:
T.J. Maxx1,285 1,282 
Marshalls1,155 1,147 
Sierra60 52 
Total2,500 2,481 
Selling square footage at end of period (in thousands):
T.J. Maxx27,894 27,872 
Marshalls26,252 26,187 
Sierra975 853 
Total55,121 54,912 

Net Sales
Net sales for Marmaxx increased 1% for the third quarter and 2%were $6.9 billion for the first nine monthsquarter of fiscal 2018 as2023, an increase of 3% compared to $6.6 billion for the first quarter of fiscal 2022. The increase in the first quarter was driven by a 3% increase from comp store sales compared to a 12% open-only comp store sales increase in the first quarter of fiscal 2022. The increase in comp store sales was primarily attributable to an increase in customer traffic as well as an increase in average basket driven by higher average ticket. Apparel outperformed home fashions during the quarter and geographically, comp store sales growth in the quarter was strongest in the South region.
Segment Profit
Segment profit margin increased to 13.2% for the first quarter of fiscal 2023 compared to 12.4% for the same periodsperiod last year. The quarterly increase reflectsin segment margin was primarily driven by store and distribution center payroll reflecting lower COVID-related expenses and fewer units processed, partially offset by higher wage and lower merchandise margin. Within merchandise margin, incremental freight costs were mostly offset by strong markon and a 2% increasebenefit related to our pricing initiative.
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 first quarter of fiscal 2023 and fiscal 2022, and did not have a significant impact on year-over-year segment margin comparisons.
23


HomeGoods
 Thirteen Weeks Ended
U.S. dollars in millionsApril 30,
2022
May 1,
2021
Net sales$2,036 $2,142 
Segment profit$122 $252 
Segment margin6.0 %11.7 %
Stores in operation at end of period:
HomeGoods859 843 
Homesense39 39 
Total898 882 
Selling square footage at end of period (in thousands):
HomeGoods15,701 15,425 
Homesense837 837 
Total16,538 16,262 
Net Sales
Net sales for HomeGoods were $2.0 billion for the first quarter of fiscal 2023, a decrease of 5%, compared to $2.1 billion for the first quarter of fiscal 2022. The decrease in the first quarter represents a 7% decrease from newcomp store sales, partially offset by a 1% decrease2% increase from samenon-comp store sales. The nine-monthdecrease in comp store sales was driven by a decrease in customer traffic, partially offset by an increase in net sales included 2% from new store sales, while sameaverage basket driven by a higher average ticket. Open-only comp store sales were flat. Same store salesup 40% for Marmaxx were negatively impacted by the hurricanes and, we believe, unseasonably warm weather, which particularly impacted apparel. To a lesser degree, we believe execution issues in certain categories had an additional negative impact on apparel sales. Despite the thirdfirst quarter decline in same store sales, customer traffic continued to increase (2% growth), which was more than offset by a decline in the average ticket. Home fashions outperformed apparel in both periods.

of fiscal 2022.

Segment Profit
Segment profit margin decreased to 12.6%6.0% for the first quarter of fiscal 2023 compared to 11.7% for the same period last year. The decrease in segment profit margin was driven by lower merchandise margin, deleverage on lower comp store sales, primarily in occupancy and administrative costs, investments in supply chain and higher wage. The decrease in segment profit margin was partially offset by store and distribution payroll reflecting lower COVID-related expenses and fewer units processed. Within merchandise margin, approximately 700 basis points of incremental freight costs and higher markdowns were partially offset by strong markon and a benefit related to our pricing initiative.
During the third quarter of fiscal 2018 compared to 13.4% for the same period last year, and for the nine months ended October 28, 2017 segment profit margin decreased to 13.5% compared to 14.2% in the same period last year. Marmaxx’s decrease in segment profit margin for both the quarter and nine-month period was primarily due to expense deleverage on the lower same store sales as well as wage increases, additional supply chain costs as a result of processing more units and costs related to the hurricanes. These factors more than offset an increase in merchandise margin for both periods. Our U.S.2022, HomeGoods made online shopping available at www.homegoods.com. The e-commerce businesses, which represent approximately 2% of Marmaxx’s net sales, site did not have a significant impact on year-over-year segment margin comparisons for the third quarter.

first quarter of fiscal 2023, representing less than 1.0% of HomeGoods

   Thirteen Weeks Ended  Thirty-Nine Weeks Ended 

Dollars in millions

  October 28,
2017
  October 29,
2016
  October 28,
2017
  October 29,
2016
 

Net sales

  $1,228.8  $1,078.4  $3,506.4  $3,075.5 

Segment profit

  $163.8  $149.7  $457.3  $416.0 

Segment profit as a percentage of net sales

   13.3  13.9  13.0  13.5

Increase in same store sales

   3  6  4  7

Stores in operation at end of period

     

HomeGoods

     660   568 

Homesense

     3   —   
    

 

 

  

 

 

 

Total

     663   568 
    

 

 

  

 

 

 

Selling square footage at end of period (in thousands)

     

HomeGoods

     12,332   10,931 

Homesense

     62   —   
    

 

 

  

 

 

 

Total

     12,394   10,931 
    

 

 

  

 

 

 

net sales for the first quarter of fiscal 2023.

24


FOREIGN SEGMENTS
TJX Canada
 Thirteen Weeks Ended
U.S. dollars in millionsApril 30,
2022
May 1,
2021
Net sales$1,082 $766 
Segment profit$127 $72 
Segment margin11.7 %9.3 %
Stores in operation at end of period:
Winners293 284 
HomeSense148 143 
Marshalls106 103 
Total547 530 
Selling square footage at end of period (in thousands):
Winners6,297 6,113 
HomeSense2,729 2,644 
Marshalls2,220 2,159 
Total11,246 10,916 
Net Sales
Net sales for HomeGoods increased 14%TJX Canada were $1.1 billion for both the third quarter and the first nine monthsquarter of fiscal 2018 as2023, an increase of 41% compared to $0.8 billion for the same periods last year.first quarter of fiscal 2022. The quarterly increase reflects an 11% increase from new store sales and a 3% increase in same store sales. The nine-month increase in net sales included an increasereflects having a fully open store base for all of 10% from newthe first quarter of fiscal 2023, compared to temporary store closures for 25% of the first quarter of fiscal 2022 as a result of the COVID-19 pandemic. In addition to stores being open for more days in the first quarter of fiscal 2023, net sales and same store sales of 4%. The increase in same store sales for both periods was largely driven byfurther increased due to an increase in customer traffic.

average basket driven by a higher average ticket.

Segment Profit
Segment profit margin decreasedincreased to 13.3%11.7% for the thirdfirst quarter of fiscal 20182023 compared to 13.9% for the same period last year. Segment profit margin decreased to 13.0% for the nine months ended October 28, 2017 compared to 13.5%9.3% for the same period last year. The decline in segment marginincrease for the thirdfirst quarter and nine-month periodof fiscal 2023 was primarily driven by increased sales due to having a fully open store base for all of the first quarter of fiscal 2023 compared to the temporary store closures in the same period in fiscal 2022. This was partially offset by government programs received in the first quarter of fiscal 2022 and lower merchandise margin. Within merchandise margin, strong markon and a benefit from our pricing initiative were more than offset by higher freight costs.

25


TJX International
 Thirteen Weeks Ended
U.S. dollars in millionsApril 30,
2022
May 1,
2021
Net sales$1,417 $539 
Segment profit (loss)$13 $(222)
Segment margin0.9 %(41.1)%
Stores in operation at end of period:
T.K. Maxx623 604 
Homesense77 78 
T.K. Maxx Australia70 64 
Total770 746 
Selling square footage at end of period (in thousands):
T.K. Maxx12,501 12,160 
Homesense1,126 1,142 
T.K. Maxx Australia1,231 1,143 
Total14,858 14,445 
Net Sales
Net sales for TJX International were $1.4 billion for the first quarter of fiscal 2023, an increase of 163% compared to $0.5 billion for the first quarter of fiscal 2022. The increase in net sales reflects having a fully open store base for all of the first quarter of fiscal 2023, compared to temporary store closings for 69% of the first quarter of fiscal 2022 as a result of the COVID-19 pandemic. In addition to stores being open for more days in the first quarter of fiscal 2023, net sales further increased due to an increase in supply chain costs and freight costs. Segment margin for the third quarter and the first nine months of fiscal 2018 was also unfavorably impacted by higher store payroll costs due to wage increases, as well as higher preopening costs due to an increase in new store openings, includingstart-up costs associated with our new Homesense chain in the U.S. For the nine-month period, these costs wereaverage basket, partially offset by expense leverage on the 4% same store sales increase.

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

30


Foreign Segments:

TJX Canada

   Thirteen Weeks Ended  Thirty-Nine Weeks Ended 

U.S. Dollars in millions

  October 28,
2017
  October 29,
2016
  October 28,
2017
  October 29,
2016
 

Net sales

  $983.2  $855.5  $2,554.0  $2,297.8 

Segment profit

  $206.5  $142.5  $392.6  $321.9 

Segment profit as a percentage of net sales

   21.0  16.7  15.4  14.0

Increase in same store sales

   4  8  4  10

Stores in operation at end of period

     

Winners

     265   255 

HomeSense

     117   106 

Marshalls

     72   57 
    

 

 

  

 

 

 

Total

     454   418 
    

 

 

  

 

 

 

Selling square footage at end of period (in thousands)

     

Winners

     5,795   5,629 

HomeSense

     2,179   1,984 

Marshalls

     1,599   1,307 
    

 

 

  

 

 

 

Total

     9,573   8,920 
    

 

 

  

 

 

 

Net sales for TJX Canada increased 15% for the third quarter and 11% for the nine months ended October 28, 2017 as compared to the same periods last year. The quarterly increase reflects a 6% increase in new store sales and a 4% increase from same store sales, as well as currency translation, which positively impacted sales growth by 5%. The nine-month increase in net sales included new store sales growth of 6% and 4% from same store sales, as well as a positive 1%negative impact due to currency translation. The increase in same storeexchange rates.

E-commerce sales were approximately 4% and 12% of TJX International’s net sales for both periods was mainly driven bythe first quarters of fiscal 2023 and fiscal 2022, respectively. Our e-commerce site and stores were fully open for the first quarter of fiscal 2023. For the first quarter of fiscal 2022, while our e-commerce site remained open, there were temporary store closures due to the COVID-19 pandemic resulting in an increase in customer traffic. Net sales for both periods also reflected an increase in units sold that was mostly offset by a decrease in the average ticket.

increased e-commerce contribution.

Segment Profit / (Loss)
Segment profit margin increased to 21.0%0.9% for the thirdfirst quarter of fiscal 20182023 compared to 16.7%loss of (41.1)% for the same period last year. Segment profit margin increased to 15.4% for the nine months ended October 28, 2017 compared to 14.0% for the nine months ended October 29, 2016. TheThis increase in the segment margin for the quarter and nine-month period included a favorable impact of 1.9 percentage points and 0.3 percentage points, respectively, due to foreign currency, primarily themark-to-market impact of the inventory derivatives. The fiscal third quarter segment margin was favorably impacted by transactional foreign exchange, improved merchandise margin and reduced supply chain cost. The transactional foreign exchange benefit in the third quarter was due to the revaluing of U.S. dollar denominated monetary assets and liabilities resulting in gains this year as compared to losses in last year’s third quarter. The increase in segment margin for the nine-month period was primarily driven by an improved merchandise marginadditional sales due to having a fully open store base for all of 0.9 percentage points, which benefitted from the year-over-year increase in the Canadian dollar.

31


TJX International

   Thirteen Weeks Ended  Thirty-Nine Weeks Ended 

U.S. Dollars in millions

  October 28,
2017
  October 29,
2016
  October 28,
2017
  October 29,
2016
 

Net sales

  $1,251.7  $1,105.0  $3,293.2  $3,125.6 

Segment profit

  $87.1  $87.8  $132.9  $145.0 

Segment profit as a percentage of net sales

   7.0  7.9  4.0  4.6

Increase in same store sales

   1  0  1  2

Stores in operation at end of period

     

T.K. Maxx

     540   503 

Homesense

     55   44 

T.K. Maxx Australia

     38   35 
    

 

 

  

 

 

 

Total

     633   582 
    

 

 

  

 

 

 

Selling square footage at end of period (in thousands)

     

T.K. Maxx

     11,379   10,804 

Homesense

     883   713 

T.K. Maxx Australia

     714   667 
    

 

 

  

 

 

 

Total

     12,976   12,184 
    

 

 

  

 

 

 

Net sales for TJX International increased 13% for the thirdfirst quarter and 5% for the nine months ended October 28, 2017 asof fiscal 2023 compared to the temporary store closures in the same periods last year. The quarterly increase reflects an 8% increase from new store sales, a 1% increaseperiod in same store sales, as well as currency translation that positively impacted sales growth by 4%. The nine-month increase in net sales included an 8% increase from new store sales and a 1% increase in same store sales, which was offset by a negative 4% impact due to currency translation. The increase in same store sales for both periods was driven by an increase in customer traffic, whichfiscal 2022. This was partially offset by a declinegovernment programs received in the value of the average transaction.

Segment profit margin decreased to 7.0% for the thirdfirst quarter of fiscal 2018 compared to 7.9% for the same period last year. Segment profit2022 and lower merchandise margin decreased to 4.0% for the nine months ended October 28, 2017 compared to 4.6% for the nine months ended October 29, 2016. Segmentin fiscal 2023. Within merchandise margin, for the quarter and nine-month period was favorably impacted by 1.3 percentage points and 0.5 percentage points, respectively, due to foreign currency, primarily themark-to-market impact of the inventory derivatives. This improvement in segment margin, however,strong markon was more than offset by higher supply chain costs associated with the opening of a new distribution center, a decline in merchandise margin,markdowns and expense deleverage on the same store sales for the fiscal 2018 third quarter.

General corporate expense

   Thirteen Weeks Ended   Thirty-Nine Weeks Ended 

Dollars in millions

  October 28,
2017
   October 29,
2016
   October 28,
2017
   October 29,
2016
 

General corporate expense

  $95.5   $97.9   $311.2   $291.0 

incremental freight costs.


GENERAL CORPORATE EXPENSE
 Thirteen Weeks Ended
In millionsApril 30,
2022
May 1,
2021
General corporate expense$77 $160 
General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our business segments. Virtually all generalGeneral corporate expenses are primarily included in selling, general and administrativeSG&A expenses. Themark-to-market adjustment of our fuel and inventory hedges is included in cost of sales, including buying and occupancy costs.

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

The increasedecrease in general corporate expense for the nine-month periodfirst quarter of fiscal 2023 was primarily driven by incremental systemsfavorable mark-to-market adjustments on inventory and technology costs as well as lower unrealized gains on our fuel hedges, in fiscal 2018 as compared to the same period last year. These increases were partially offset by reducedlower share-based and incentive compensation costs in fiscal 2018.

32


Analysisand timing of Financial Condition

funding to TJX’s charitable foundations.

26


ANALYSIS OF FINANCIAL CONDITION
Liquidity and Capital Resources

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

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

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

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

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

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tax expense, but our cash would be reduced by the amount of taxes paid. For all other foreign subsidiaries,April 30, 2022, there were no income taxes have been provided on the undistributed earnings because such earnings are considered to be indefinitely reinvested in the business. We have no current plans to repatriate cash balances held by such foreign subsidiaries.short-term bank borrowings or commercial paper outstanding. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended April 30, 2022, as described in Note II—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are more than adequate to meet our operating needs overfor the nextforeseeable future.

As of April 30, 2022, we held $4.3 billion in cash. Approximately $1.1 billion of our cash was held by our foreign subsidiaries with $0.4 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 April 30, 2022. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.
We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. In fiscal year.

Recently Issued Accounting Pronouncements

2022 we had used, and in the future we may 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 outflows of $0.6 billion for the three months ended April 30, 2022 and $0.4 billion for the three months ended May 1, 2021.
Operating cash flows decreased compared to fiscal 2022, primarily due to a $0.6 billion decrease in accrued expenses, which was mostly attributable to lower incentive compensation costs and the repayment of previously deferred COVID taxes. This decrease was partially offset by net income, excluding the non-cash charges, which increased operating cashflows by $0.3 billion as compared to the first quarter of fiscal 2022 and a $0.1 billion decrease in accounts receivables for the receipt of COVID related government incentives.
Investing Activities
Investing activities resulted in net cash outflows of $0.3 billion for the three months ended April 30, 2022 and $0.2 billion for the three months ended May 1, 2021. The cash outflows for both periods were driven by capital expenditures.
Investing activities in the first three months of fiscal 2023 primarily reflected property additions for investments in our distribution centers, new stores, store improvements and renovations as well as investments in our offices, including buying and merchandising systems and other information systems. We anticipate that capital spending for the full fiscal year 2023 will be approximately $1.7 billion to $1.9 billion. We plan to fund these expenditures through cash flows from operations.
Financing Activities
Financing activities resulted in net cash outflows of $0.9 billion for the first three months of fiscal 2023 and net cash outflows of $1.1 billion for the three months ended May 1, 2021. The cash outflows for fiscal 2023 were primarily driven by equity repurchases and dividend payments.
Debt
The cash outflows in the first three months of fiscal 2022 were due to the redemption at par of $750 million principal notes.
Equity
Under our stock repurchase programs, we paid $0.6 billion to repurchase and retire 9.6 million shares of our stock on a settlement basis in the first three months of fiscal 2023. As of April 30, 2022, approximately $3.2 billion remained available under our existing stock repurchase programs. In the first three months of fiscal 2022 there were no stock repurchases due to the temporary suspension of our share repurchase program, which was lifted during the second quarter of fiscal 2022. For further information regarding equity repurchases, see Note D – Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements.
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Dividends
We declared quarterly dividends on our common stock of $0.295 per share in the first three months of fiscal 2023 and $0.26 per share in the first three months of fiscal 2022. Cash payments for dividends on our common stock totaled $0.3 billion for each of the first three months of fiscal 2023 and fiscal 2022.
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. For a discussion of accounting pronouncements,standards, see Note AA—Basis of Presentation and Summary of Significant Accounting Policies in our 2016 Form10-K Annual Report and Note A of Notes to Consolidated Financial Statements included in TJX’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 and Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in this Quarterly Report on Form10-Q.

Forward-looking Statements

FORWARD-LOOKING STATEMENTS
Various statements made in this Quarterly Report on Form10-Q are forward-looking and involve 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 are some of the factors that could cause actual results to differ materially from the forward-looking statements: the ongoing COVID-19 pandemic and associated containment and remediation efforts; execution of buying strategy and inventory management; various marketing efforts; customer trends and preferences; competition; operational and business expansion andexpansion; management of large size and scale; consumer trendsmerchandise sourcing and preferences; various marketing efforts; competition; quality and availability of personnel, training and retention;transport; labor costs and workforce challenges; personnel recruitment, training and retention; data security;security and maintenance and development of information systemstechnology systems; corporate and new technology;retail banner reputation; cash flow; expanding international operations; fluctuations in quarterly operating results and market expectations; mergers, acquisitions, or business investments and divestitures, closings or business consolidations; real estate activities; inventory or asset loss; economic conditions and consumer spending; adversemarket instability; serious disruptions or unseasonable weather;catastrophic events; disproportionate impact of disruptions in the secondfirst half of the fiscal year; serious disruptionscommodity availability and pricing; adverse or catastrophic events; corporate and retail banner reputation; quality, safety and other issues with merchandise;unseasonable weather; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; expanding international operations; sourcing and moving merchandise internationally; commodity availability and pricing or increases in utility, transportation or logistics costs; fluctuations in currency exchange rates; fluctuations in quarterly operating results and market expectations; mergers, acquisitions, or business investments, divestitures, closings or business consolidations; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; real estate activities; cash flow and other factors that may be described in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form10-K filed with the Securities and Exchange Commission. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Risk

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

29, 2022
.

Item 4. Controls and Procedures.

Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October 28, 2017April 30, 2022 pursuant to Rules13a-15(b) and15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures.

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There were no changes in ourthe Company’s internal controlcontrols over financial reporting (as defined in RulesRule 13a-15(f) and15d-15(f) under the Act) during the fiscal quarter ended October 28, 2017April 30, 2022 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.



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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable

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

Item 1A. Risk Factors.

Factors

There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form10-K for the year ended January 28, 2017,29, 2022, as filed with the Securities Exchange Commission on March 28, 2017.

30, 2022.

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

Information on Share Repurchases

Proceeds

INFORMATION ON SHARE REPURCHASES
The number of shares of common stock repurchased by TJX during the thirdfirst quarter of fiscal 20182023 and the average price paid per share are as follows:

   Total
Number of Shares
Repurchased(1)
   Average Price Paid
Per Share(2)
   Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs(1)
   Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plans or Programs(3)
 

July 30, 2017 through August 26, 2017

   1,271,053   $70.82    1,271,053   $1,800,767,834 

August 27, 2017 through September 30, 2017

   1,990,306   $72.85    1,990,306   $1,655,779,813 

October 1, 2017 through October 28, 2017

   1,598,429   $71.95    1,598,429   $1,540,779,792 
  

 

 

     

 

 

   

Total:

   4,859,788      4,859,788   

(1)Consists of shares repurchased under publicly announced stock repurchase programs.
(2)Includes commissions for the shares repurchased under stock repurchase programs.
(3)In February 2016, TJX announced a $2.0 billion stock repurchase program, under which $541 million remained available as of October 28, 2017. Additionally, in February 2017, TJX announced its 18th stock repurchase program authorizing an additional $1.0 billion in repurchases from time to time.

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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 30, 2022 through February 26, 20221,354,555 $68.18 1,354,555 $3,701,439,223 
February 27, 2022 through April 2, 20225,387,551 $61.74 5,387,551 $3,368,793,365 
April 3, 2022 through April 30, 20222,792,993 $62.66 2,792,993 $3,193,793,453 
Total9,535,099 9,535,099 

(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, we announced that our Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $3.0 billion of our common stock from time to time. Under this program and previously announced programs, we had approximately $3.2 billion available for repurchase as of April 30, 2022.
Item 6. Exhibits.

Exhibits
31.1Incorporate by Reference
Exhibit No.DescriptionFormExhibit No.Filing
 Date
10.1
10.2
10.3
31.1
31.2
32.1
32.2
101The following materials from The TJX Companies, Inc.’s Quarterly Report on Form10-Q for the quarter ended October 28, 2017,April 30, 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 StatementStatements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.
104The cover page from The TJX Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2022, formatted in Inline XBRL (included in Exhibit 101)

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* Management contract or compensatory plan or arrangement.
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SIGNATURE

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

THE TJX COMPANIES, INC.

(Registrant)

Date: November 28, 2017

THE TJX COMPANIES, INC.
(Registrant)
Date: May 27, 2022
/s/ Scott Goldenberg

Scott Goldenberg, Chief Financial Officer

(Principal Financial and Accounting Officer)

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Exhibit Index

31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101The following materials from The TJX Companies, Inc.’s Quarterly Report on Form10-Q for the quarter ended October 28, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statement of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

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