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

May 1, 2021

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 21, 2021: 1,206,487,186




The TJX Companies, Inc.
TABLE OF CONTENTS

2


PART I—I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Statements


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(LOSS)

(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
 May 1,
2021
May 2,
2020
Net sales$10,086,661 $4,408,888 
Cost of sales, including buying and occupancy costs7,255,635 4,414,465 
Selling, general and administrative expenses2,064,992 1,313,920 
Interest expense, net44,688 23,351 
Income (loss) before income taxes721,346 (1,342,848)
(Provision) benefit for income taxes(187,416)455,359 
Net income (loss)$533,930 $(887,489)
Basic earnings (loss) per share$0.44 $(0.74)
Weighted average common shares – basic1,205,439 1,197,809 
Diluted earnings (loss) per share$0.44 $(0.74)
Weighted average common shares – diluted1,221,517 1,197,809 
The accompanying notes are an integral part of the unaudited consolidated financial statements.

2

3


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(LOSS)

(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
 May 1,
2021
May 2,
2020
Net income (loss)$533,930 $(887,489)
Additions to other comprehensive income (loss):
Foreign currency translation adjustments, net of related tax provision of $2,898 in fiscal 2022 and tax benefit of $6,948 in fiscal 202122,249 (129,158)
Reclassifications from other comprehensive income (loss) to net income (loss):
Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $1,056 in fiscal 2022 and $1,746 in fiscal 20212,901 4,797 
Amortization of loss on cash flow hedge, net of related tax provisions of $603 in fiscal 2022 and $76 in fiscal 2021(263)208 
Other comprehensive income (loss), net of tax24,887 (124,153)
Total comprehensive income (loss)$558,817 $(1,011,642)
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

May 1,
2021
January 30,
2021
May 2,
2020
ASSETS
Current assets:
Cash and cash equivalents$8,775,485 $10,469,570 $4,287,835 
Accounts receivable, net621,177 461,139 172,463 
Merchandise inventories5,114,643 4,337,389 4,945,720 
Prepaid expenses and other current assets440,533 434,977 408,587 
Federal, state and foreign income taxes recoverable64,211 36,262 481,643 
Total current assets15,016,049 15,739,337 10,296,248 
Net property at cost5,067,824 5,036,096 5,201,697 
Non-current deferred income taxes, net135,765 127,191 36,742 
Operating lease right of use assets9,121,628 8,989,998 9,073,898 
Goodwill99,324 98,998 94,469 
Other assets860,844 821,935 712,186 
TOTAL ASSETS$30,301,434 $30,813,555 $25,415,240 
LIABILITIES
Current liabilities:
Accounts payable$4,433,295 $4,823,397 $1,071,190 
Accrued expenses and other current liabilities3,536,637 3,471,459 2,187,885 
Current portion of operating lease liabilities1,650,574 1,677,605 1,399,290 
Current portion of long-term debt0 749,684 
Federal, state and foreign income taxes payable286,455 81,523 11,182 
Total current liabilities9,906,961 10,803,668 4,669,547 
Other long-term liabilities1,033,236 1,063,902 786,008 
Non-current deferred income taxes, net33,930 37,164 113,229 
Long-term operating lease liabilities7,853,229 7,743,216 7,914,825 
Long-term debt5,334,864 5,332,921 7,192,413 
Commitments and contingencies (See Note K)000
SHAREHOLDERS’ EQUITY
Preferred stock, authorized 5,000,000 shares, par value $1, 0 shares issued0 
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,206,386,746; 1,204,698,124 and 1,197,877,094 respectively1,206,387 1,204,698 1,197,877 
Additional paid-in capital321,475 260,515 8,104 
Accumulated other comprehensive loss(581,184)(606,071)(797,324)
Retained earnings5,192,536 4,973,542 4,330,561 
Total shareholders’ equity6,139,214 5,832,684 4,739,218 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$30,301,434 $30,813,555 $25,415,240 
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
 May 1,
2021
May 2,
2020
Cash flows from operating activities:
Net income (loss)$533,930 $(887,489)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization215,379 219,460 
Loss on property disposals and impairment charges931 26,424 
Deferred income tax (benefit)(16,181)(48,464)
Share-based compensation50,536 (11,531)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable(156,999)210,419 
(Increase) in merchandise inventories(750,553)(136,027)
(Increase) in income taxes recoverable(27,949)(434,674)
Decrease (increase) in prepaid expenses and other current assets12,254 (39,580)
(Decrease) in accounts payable(410,244)(1,567,597)
Increase (decrease) in accrued expenses and other liabilities12,214 (578,178)
Increase (decrease) in income taxes payable203,740 (13,290)
(Decrease) increase in net operating lease liabilities(50,319)65,578 
Other, net(49,466)34,466 
Net cash (used in) operating activities(432,727)(3,160,483)
Cash flows from investing activities:
Property additions(225,293)(210,525)
Purchase of investments(7,345)(14,792)
Sales and maturities of investments7,733 4,214 
Net cash (used in) investing activities(224,905)(221,103)
Cash flows from financing activities:
Payments on debt(750,000)
Proceeds from long-term debt including revolving credit facilities0 4,988,452 
Payments for debt issuance expenses0 (33,872)
Payments for repurchase of common stock0 (201,500)
Cash dividends paid(315,215)(278,250)
Proceeds from issuance of common stock36,539 37,444 
Payments of employee tax withholdings for performance based stock awards(24,426)(21,765)
Net cash (used in) provided by financing activities(1,053,102)4,490,509 
Effect of exchange rate changes on cash16,649 (37,840)
Net (decrease) increase in cash and cash equivalents(1,694,085)1,071,083 
Cash and cash equivalents at beginning of year10,469,570 3,216,752 
Cash and cash equivalents at end of period$8,775,485 $4,287,835 
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 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, net of shares used to pay tax withholdings1,689 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 

Thirteen Weeks Ended
Common Stock  
Shares
Par Value
$1
Additional Paid-In
Capital
Accumulated Other Comprehensive
Loss
Retained
Earnings
Total
Balance, February 1, 20201,199,100 $1,199,100 $0 $(673,171)$5,422,283 $5,948,212 
Net (loss)— — — — (887,489)(887,489)
Other comprehensive (loss), net of tax— — — (124,153)— (124,153)
Recognition (reversal) of share-based compensation— — 20,304 — (31,835)(11,531)
Issuance of common stock under Stock Incentive Plan, net of shares used to pay tax withholdings2,164 2,164 13,515 — — 15,679 
Common stock repurchased and retired(3,387)(3,387)(25,715)— (172,398)(201,500)
Balance, May 2, 20201,197,877 $1,197,877 $8,104 $(797,324)$4,330,561 $4,739,218 
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, 201730, 2021 (“fiscal 2017”2021”).

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, 201730, 2021 balance sheet data was derived from audited financial statements, butConsolidated Financial Statements and does not include all disclosures required by GAAP.

COVID-19 Pandemic
The novel coronavirus disease (“COVID-19”), was first identified in December 2019 before spreading worldwide. The Company has been, and may continue to be, impacted by the COVID-19 pandemic. In response to the pandemic, primarily during the first quarter of fiscal 2021, the Company took several steps to strengthen its financial position and balance sheet and to maintain financial liquidity and flexibility. The COVID-19 pandemic is complex and rapidly evolving and the severity and duration of the pandemic is still unknown. Additionally, the resurgence or the emergence of new variants has caused and may continue to cause intermittent or prolonged periods of temporary store closures, and could elicit further actions and recommendations from governments and public health authorities that could impact our operations. In the first quarter of fiscal 2021, the Company temporarily closed all of its stores, distribution centers and offices, and online businesses until the second quarter of fiscal 2021, while during the first quarter of fiscal 2022, our stores in the United States remained open for the entire first quarter, and we had (and continue to have) store closures primarily in Europe and Canada. The Company continues to monitor developments, including government requirements and recommendations at the national, state, and local level that could result in possible additional impacts to our operations. The Company cannot reasonably estimate the duration and severity of this pandemic which has had, and may continue to have, a material impact on its business, results of operations, financial position and cash flows.
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 29, 2022 (“fiscal 2018”2022”) and is a53-week 52-week fiscal year. Fiscal 20172021 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 leases, 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. The Company considered COVID-19 related impacts to its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The Company believes that its accounting estimates are appropriate after giving consideration to the ongoing uncertainties surrounding the severity and duration of the COVID-19 pandemic and the associated containment and remediation efforts. Actual amounts could differ from thosethese estimates, and such differences could be material.

Reclassifications
Certain reclassifications have been made to prior year financial information to conform to the current year’s presentation.
8


Deferred Gift Card Revenue
The following table presents deferred gift card revenue activity:
In thousandsMay 1,
2021
May 2,
2020
Balance, beginning of year$576,187 $500,844 
Deferred revenue323,773 158,948 
Effect of exchange rates changes on deferred revenue2,899 (4,680)
Revenue recognized(365,854)(180,062)
Balance, end of period$537,005 $475,050 
The increase in both deferred revenue and revenue recognized versus the prior year reflects the impact of the temporary store and e-commerce closures in the first quarter of fiscal 2021 due to the COVID-19 pandemic. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the deferred revenue balance at the beginning of the period as well as gift cards that were issued during the period.
Leases
Supplemental cash flow information related to leases for the thirteen weeks ended May 1, 2021 and May 2, 2020 is as follows:
Thirteen Weeks Ended
In thousandsMay 1,
2021
May 2,
2020
Operating cash flows paid for operating leases$531,836 $445,901 
Lease liabilities arising from obtaining right of use assets$488,666 $553,075 
During fiscal 2021, the Company negotiated rent deferrals for a significant number of its stores, with repayment primarily throughout fiscal 2022.
Future Adoption of New Accounting Standards

Revenue Recognition

In May 2014,

From time to time, the Financial Accounting Standards Board (the “FASB”(“FASB”) issued updated guidance on revenue recognition. Theor other standard setting bodies issue new guidance supersedes most preexisting revenue recognition guidance. The core principleaccounting pronouncements. Updates to the FASB Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company has reviewed the guidance isand have determined that an entity should recognize revenue to depict the transfer of promised goodsthey will not apply 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 the impact this standard will have on our Consolidated Financial Statements and Notes thereto.

Leases

In February 2016, the FASB issued updated guidance on leases that aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring 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 portfolio and the impact this standard will have on our Consolidated Financial Statements and Notes thereto. The Company expects this standard to have a material impact on its statement of financial condition as it will record a significant asset and liability associated with its more than 4,000 leased locations. The Company continues to assess if the initial lease term will differ under the new standard versus current accounting practice. If the lease term remains unchanged, the income statement impact of the new standard isare 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 didare 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 thousandsMay 1,
2021
January 30,
2021
May 2,
2020
Land and buildings$1,723,049 $1,668,381 $1,551,968 
Leasehold costs and improvements3,611,943 3,568,829 3,437,975 
Furniture, fixtures and equipment6,602,759 6,525,615 6,343,510 
Total property at cost$11,937,751 $11,762,825 $11,333,453 
Less: accumulated depreciation and amortization6,869,927 6,726,729 6,131,756 
Net property at cost$5,067,824 $5,036,096 $5,201,697 
Depreciation expense was $534.0$212 million for the ninethree months ended October 28, 2017May 1, 2021 and $484.5 for the nine months ended October 29, 2016. Depreciation expense was $658.8$217 million for the twelvethree months ended January 28, 2017.

As previously disclosed, during fiscal 2017, 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 $869 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 the October 29, 2016 amounts to reflect thewrite-off that should have been recorded at that time.

10

May 2, 2020.

9


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

Amounts included in accumulated other comprehensive income (loss)loss are recorded net of taxes. The following table details the changes in accumulated other comprehensive income (loss)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 30, 2021 and the three months ended May 1, 2021:

In thousandsForeign
Currency
Translation
Deferred
Benefit
Costs
Cash
Flow
Hedge
on Debt
Accumulated
Other
Comprehensive
(Loss) Income
Balance, February 1, 2020$(457,120)$(215,483)$(568)$(673,171)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $2,442)15,588 — — 15,588 
Recognition of net gains/losses on benefit obligations (net of taxes of $9,974)— 30,635 — 30,635 
Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $303)— — 831 831 
Amortization of prior service cost and deferred gains/losses (net of taxes of $7,298)— 20,046 — 20,046 
Balance, January 30, 2021$(441,532)$(164,802)$263 $(606,071)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $2,898)22,249 — — 22,249 
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 $1,056)— 2,901 — 2,901 
Balance, May 1, 2021$(419,283)$(161,901)$0 $(581,184)

Note D. Capital Stock and Earnings (Loss) Per Share

Capital Stock

Prior to the suspension of the Company’s share repurchase program, during the first quarter of fiscal 2021, TJX repurchased and retired 4.93.2 million shares of its common stock at a cost of $350.0$190 million 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, on a “trade date” basis. TJX reflects stock repurchases in its financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of $1.2 billion$201 million for both the ninethree months ended October 28, 2017 and October 29, 2016.

May 2, 2020. These expenditures were funded by cash generated from operations.

In February 2016, TJX2020, the Company announced that its Board of Directors had approved, in January 2020, a new stock repurchase program that authorizedauthorizes the repurchase of up to an additional $2.0$1.5 billion of TJX common stock from time to time. Under this program, on a “trade date” basis through October 28, 2017, TJX repurchased 19.7 million shares of common stock at a cost of $1.5 billion. At October 28, 2017, $0.5 billion remained available for purchase under this program.

In February 2017,2019, TJX announced that its Board of Directors had approved an additional stock repurchase program that authorized the repurchase of up to $1.0$1.5 billion of TJX common stock from time to time, alltime.

As of which remainedMay 1, 2021, TJX had approximately $3.0 billion available at October 28, 2017.

under these previously announced stock repurchase programs.

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

11

Subsequent to the end of the first quarter of fiscal 2022, the Company lifted the temporary suspension of its previously authorized stock repurchase programs.
10


Earnings (Loss) Per Share

The following tables presenttable presents the calculation of basic and diluted earnings (loss) 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 

income (loss):

 Thirteen Weeks Ended
Amounts in thousands, expect per share amountsMay 1,
2021
May 2,
2020
Basic earnings (loss) per share:
Net income (loss)$533,930 $(887,489)
Weighted average common shares outstanding for basic earnings (loss) per share calculation1,205,439 1,197,809 
Basic earnings (loss) per share$0.44 $(0.74)
Diluted earnings (loss) per share:
Net income (loss)$533,930 $(887,489)
Weighted average common shares outstanding for basic earnings (loss) per share calculations1,205,439 1,197,809 
Assumed exercise / vesting of stock options and awards16,078 
Weighted average common shares outstanding for diluted earnings (loss) per share calculation1,221,517 1,197,809 
Diluted earnings (loss) per share$0.44 $(0.74)
Cash dividends declared per share$0.26 $
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 12.6 million0 such options excluded for each of the thirteen weeks and thirty-nine weeks ended October 28, 2017. There were 4.3 million such options excluded for eachMay 1, 2021. For the period ended May 2, 2020, as a result of the thirteen weeksnet loss for the quarter, all options were antidilutive and thirty-nine weeks ended October 29, 2016.

12


therefore have been excluded from the calculation.

The Board of Directors declared a quarterly dividend of $0.26 per share in the first quarter of fiscal 2022.
Note E. Financial Instruments

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

11


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 2017,2021, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for fiscal 2018. During2022, and during the first ninethree months of fiscal 2018,2022, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for the first ninethree months of fiscal 2019.2023. The hedge agreements outstanding at October 28, 2017May 1, 2021 relate to approximately 51%48% of TJX’s estimated notional diesel requirements for the remainder of fiscal 20182022 and approximately 34%40% of TJX’s estimated notional diesel requirements for the first ninethree months of fiscal 2019.2023. These diesel fuel hedge agreements will settle throughout the remainder of fiscal 20182022 and throughout the first tenfour months of fiscal 2019.TJX2023. 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. TheseAs a result of the COVID-19 pandemic, there was a significant change in the Company's anticipated merchandise purchases during the first quarter of fiscal 2021 and the Company early settled derivative contracts typically havedesigned to hedge merchandise purchases that would no longer take place. The settlement of these contracts resulted in a termnet gain of twelve months or less.$25 million in the first quarter of fiscal 2021. The contracts outstanding at October 28, 2017May 1, 2021 cover a portion of such actual and anticipatedthe 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 inflow 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. The changes in fair value of these contracts are recorded in selling, general and administrative expenses and are offset by marking the underlying item to fair value in the same period. Upon settlement, the realized gains and losses on these contracts are offset by the realized gains and losses of the underlying item in selling, general and administrative expenses.

13

12


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

May 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 and related interest:
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 














13


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

30, 2021:

In thousandsPayReceiveBlended
Contract
Rate
Balance Sheet
Location
Current
Asset
U.S.$
Current
(Liability)
U.S.$
Net Fair
Value in
U.S.$ at
January 30,
2021
Fair value hedges:
Intercompany balances, primarily debt and related interest:
45,000 £8,846 0.1966 Prepaid Exp$11 $$11 
A$80,000 U.S.$62,032 0.7754 Prepaid Exp738 738 
U.S.$75,102 £55,000 0.7323 Prepaid Exp357 357 
£200,000 U.S.$274,853 1.3743 Prepaid Exp32 32 
200,000 U.S.$244,699 1.2235 Prepaid Exp / (Accrued Exp)427 (182)245 
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
1.5M – 3.8M
gal per month
Float on
1.5M– 3.8M
gal per month
N/APrepaid Exp4,880 4,880 
Merchandise purchase commitments:
C$384,679 U.S.$296,000 0.7695 Prepaid Exp / (Accrued Exp)430 (5,627)(5,197)
C$5,391 3,500 0.6492 Prepaid Exp24 24 
£203,264 U.S.$263,950 1.2986 (Accrued Exp)(15,086)(15,086)
30,000 £5,865 0.1955 (Accrued Exp)(29)(29)
A$46,985 U.S.$35,250 0.7502 Prepaid Exp / (Accrued Exp)144 (837)(693)
U.S.$99,810 83,700 0.8386 Prepaid Exp / (Accrued Exp)1,986 (160)1,826 
Total fair value of derivative financial instruments$9,029 $(21,921)$(12,892)

14


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


May 2, 2020:

In thousandsPayReceiveBlended
Contract
Rate
Balance Sheet
Location
Current
Asset
U.S.$
Current
(Liability)
U.S.$
Net Fair 
Value in 
U.S.$ at 
May 2,
2020
Fair value hedges:
Intercompany balances, primarily debt and related interest:
65,000 £12,780 0.1966 Prepaid Exp$351 $$351 
60,000 £53,412 0.8902 Prepaid Exp437 437 
A$110,000 U.S.$70,802 0.6437 Prepaid Exp / (Accrued Exp)1,788 (1,656)132 
U.S.$72,475 £55,000 0.7589 (Accrued Exp)(3,744)(3,744)
£200,000 U.S.$249,499 1.2475 Prepaid Exp / (Accrued Exp)999 (2,332)(1,333)
C$350,000 U.S.$248,821 0.7109 Prepaid Exp / (Accrued Exp)640 (478)162 
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
2.9M – 3.5M
gal per month
Float on
2.9M – 3.5M
gal per month
N/A(Accrued Exp)(30,167)(30,167)
Intercompany billings in TJX International, primarily merchandise related:
49,100 £43,144 0.8787 (Accrued Exp)(65)(65)
Merchandise purchase commitments:
C$77,979 U.S.$59,200 0.7592 Prepaid Exp3,819 3,819 
£63,618 U.S.$82,200 1.2921 Prepaid Exp2,469 2,469 
A$17,438 U.S.$11,780 0.6755 Prepaid Exp578 578 
69,400 £13,880 0.2000 Prepaid Exp666 666 
U.S.$30,651 27,588 0.9001 Prepaid Exp / (Accrued Exp)30 (404)(374)
Total fair value of derivative financial instruments$11,777 $(38,846)$(27,069)

Presented below is the impact of derivative financial instruments on the statementsConsolidated Statements of incomeIncome (Loss) 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

  Amount of (Loss) Gain Recognized
in Income / (Loss) by Derivative
 
 Location of (Loss) Gain
Recognized in Income / (Loss) by
Derivative
Thirteen Weeks Ended
In thousandsMay 1,
2021
May 2,
2020
Fair value hedges:
Intercompany balances, primarily debt and related interestSelling, general and administrative expenses$(2,864)$(5,173)
Economic hedges for which hedge accounting was not elected:
Diesel fuel contractsCost of sales, including buying and occupancy costs13,570 (22,854)
Intercompany billings in TJX International, primarily merchandise relatedCost of sales, including buying and occupancy costs118 (1,852)
Merchandise purchase commitmentsCost of sales, including buying and occupancy costs(15,969)50,135 
(Loss) gain recognized in income / (loss)$(5,145)$20,256 

15


Note F. Fair Value Measurements

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

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

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

Level 3:Unobservable inputs for the asset or liability

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

In thousands

  October 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 thousandsMay 1,
2021
January 30,
2021
May 2,
2020
Level 1
Assets:
Executive Savings Plan investments$384,442 $363,729 $296,031 
Level 2
Assets:
Foreign currency exchange contracts$6,365 $4,149 $11,777 
Diesel fuel contracts17,816 4,880 
Liabilities:
Foreign currency exchange contracts$21,718 $21,921 $8,679 
Diesel fuel contracts0 30,167 
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, 2017May 1, 2021 was $2.20$5.8 billion compared to a carrying value of $2.23$5.3 billion. The fair value of long-term debt as of January 28, 201730, 2021 was $2.17$5.9 billion compared to a carrying value of $2.23$5.3 billion. The fair value of the current portion of long-term debt as of January 30, 2021 was $754 million compared to a carrying value of $750 million. The fair value of long-term debt as of October 29, 2016May 2, 2020 was $2.25$7.8 billion compared to a carrying value of $2.23$7.2 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.

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, where as the 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 May 1, 2021, January 30, 2021 and May 2, 2020, the Company did not record any material impairments to long-lived assets.
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 and Homesense) 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 our 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.

16


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 measures of performance should not be considered alternatives to net income (loss) 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 thousandsMay 1,
2021
May 2,
2020
Net sales:
In the United States:
Marmaxx$6,640,486 $2,697,779 
HomeGoods2,141,756 759,865 
TJX Canada765,536 379,636 
TJX International538,883 571,608 
Total net sales$10,086,661 $4,408,888 
Segment profit (loss):
In the United States:
Marmaxx$824,855 $(709,669)
HomeGoods251,602 (153,703)
TJX Canada71,577 (97,181)
TJX International(221,558)(258,617)
Total segment profit (loss)926,476 (1,219,170)
General corporate expense160,442 100,327 
Interest expense, net44,688 23,351 
Income (loss) before income taxes$721,346 $(1,342,848)

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 thousandsMay 1,
2021
May 2,
2020
May 1,
2021
May 2,
2020
Service cost$12,219 $12,540 $755 $709 
Interest cost12,812 12,519 780 801 
Expected return on plan assets(23,992)(22,242)0 
Amortization of net actuarial loss and prior service cost2,803 5,509 1,154 1,034 
Total expense$3,842 $8,326 $2,689 $2,544 
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 20182022 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.

2022.

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 (Loss), 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

17


Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt, exclusive of current installments, as of October 28, 2017,May 1, 2021, January 28, 201730, 2021 and October 29, 2016.May 2, 2020. All amounts are net of unamortized debt discounts.

In thousands

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

General corporate debt:

      

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

  $499,755   $499,722   $499,711 

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

   749,732    749,675    749,656 

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

   993,410    992,851    992,664 

Debt issuance cost

   (13,042   (14,649   (15,118
  

 

 

   

 

 

   

 

 

 

Long-term debt

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

 

 

   

 

 

   

 

 

 

On September 12, 2016, TJX issued $1.0

In thousandsMay 1,
2021
January 30,
2021
May 2,
2020
Revolving credit facilities:
$500 million revolver, maturing March 11, 2022$0 $$500,000 
$500 million revolver, maturing May 10, 20240 500,000 
General corporate debt:
2.750% senior unsecured notes, redeemed on April 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $25 at January 30, 2021 and $81 at May 2, 2020)$ $749,975 $749,919 
2.500% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $89 at May 1, 2021, $100 at January 30, 2021 and $134 at May 2, 2020)499,911 499,900 499,866 
3.500% senior unsecured notes, maturing April 15, 2025 (effective interest rate of 3.58% after reduction of unamortized debt discount of $3,956 at May 1, 2021, $4,208 at January 30, 2021 and $4,966 at May 2, 2020)1,246,044 1,245,792 1,245,034 
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $3,979 at May 1, 2021, $4,165 at January 30, 2021 and $4,725 at May 2, 2020)996,021 995,835 995,275 
3.750% senior unsecured notes, maturing April 15, 2027 (effective interest rate of 3.76% after reduction of unamortized debt discount of $437 at May 1, 2021, $456 at January 30, 2021 and $511 at May 2, 2020)749,563 749,544 749,489 
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount of $907 at May 1, 2021 and $939 at January 30, 2021)499,093 499,061 
3.875% senior unsecured notes, maturing April 15, 2030, see tender offer details below (effective interest rate of 3.89% after reduction of unamortized debt discount of $553 at May 1, 2021, $568 at January 30, 2021 and $1,549 at May 2, 2020)495,297 495,282 1,248,451 
1.600% senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61% after reduction of unamortized debt discount of $595 at May 1, 2021 and $610 at January 30, 2021)499,405 499,390 
4.500% senior unsecured notes, maturing April 15, 2050; see tender offer details below (effective interest rate of 4.52% after reduction of unamortized debt discount of $2,189 at May 1, 2021, $2,208 at January 30, 2021 and $4,405 at May 2, 2020)383,310 383,291 745,595 
Total debt5,368,644 6,118,070 7,233,629 
Current maturities of long-term debt, net of debt issuance costs0 (749,684)
Debt issuance costs(33,780)(35,465)(41,216)
Long-term debt$5,334,864 $5,332,921 $7,192,413 
During the fiscal quarter ended May 2, 2020, given the rapidly changing environment and level of uncertainty created by the COVID-19 pandemic, the Company completed the issuance and sale of (a) $1.25 billion aggregate principal amount of 2.25%ten-year3.500% notes due September 20262025, (b) $750 million aggregate principal amount of 3.750% notes due 2027, (c) $1.25 billion aggregate principal amount of 3.875% notes due 2030 and (d) $750 million aggregate principal amount of 4.500% notes due 2050. Portions of the 3.875% notes due 2030 and 4.500% notes due 2050 were subsequently repurchased, reducing the aggregate principal amount outstanding to $495.5 million and $385.5 million, respectively, pursuant to cash tender offers made by the Company in December 2020. Interest on these notes are payable semi-annually.
In November 2020, TJX completed the issuance of (a) $500 million aggregate principal amount of 1.150% notes due 2028 and (b) $500 million aggregate principal amount of 1.600% notes due 2031. Interest on these notes are payable semi-annually beginning May 2021.
18


On April 15, 2021, the Company redeemed all of which wasthe outstanding $750 million in aggregate principal amount of its 2.750% Notes due June 15, 2021 at October 28, 2017. TJX entered into a rate-lock agreementredemption price equal to hedge $700 million100% of the 2.25% notes. The cost of these agreements are being amortizedprincipal amount thereof, plus accrued and unpaid interest thereon to interest expense over the termredemption date. Subsequent to the end of the first quarter of fiscal 2022, the Company announced make-whole calls for its $1.25 billion aggregate principal amount of 3.500% Notes maturing in 2025 and its $750 million aggregate principal amount of 3.750% Notes maturing in 2027 pursuant to notices of redemption issued to holders of such notes resulting in an effective fixed rate of 2.36%. On October 12, 2016, TJX usedaccordance with the applicable indenture. These make-whole calls are expected to settle in June 2021, and once completed the Company anticipates recording a portion of the proceeds from the 2.25%ten-year notes to redeem all outstanding 6.95%ten-year notes and recorded apre-tax loss on the early extinguishment of debtthese notes of $51.8approximately $250 million which includes $50.6 millionin the second quarter of redemption premium and $1.2 million to write off unamortized debt expenses and discount.

At October 28, 2017,fiscal 2022.

During the fiscal quarter ended May 1, 2021, TJX also had outstandinga $500 million aggregate principal amount of 2.50%ten-year notes due May 2023 and $750 million aggregate principal amount of 2.75% seven-year notes, due June 2021. TJX entered into rate-lock agreements to hedge the underlying treasury rate of $250 million of the 2.50% notes. The costs of these agreements are being amortized to interest expense over the term of the respective notes, resulting364 day revolving credit facility that matures in an effective fixed interest rate of 2.57% for the 2.50% notes. TJX also entered into rate-lock agreements to hedge the underlying treasury rate of all of the 2.75% notes prior to their issuance. The agreements were accounted for as cash flow hedges and thepre-tax realized loss of $7.9 million was recorded asAugust 2021 (the “364-Day Revolving Credit Facility”), 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 20202022 (the “2022 Revolving Credit Facility”) and one whicha $500 million revolving credit facility that matures in March 2022. At October 28, 2017,May 2024 (the “2024 Revolving Credit Facility”). Under these credit facilities, the agreementsCompany has borrowing capacity of $1.5 billion, all of which remains available to the Company. 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 Company’s long term debt ratings. The 2022 Revolving Credit Facility and the 2024 Revolving Credit Facility require usages fees based on total credit ratingsextensions under such facilities. As of TJX’sMay 2, 2020, $1 billion was outstanding under these two facilities, and was subsequently repaid in July 2020. The amounts drawn are included as outstanding long-term debt and would vary with specified changes in the credit ratings. These agreements had no compensating balance requirementstable above. The six month interest rate on these borrowings was 1.757% through May 15, 2020, and had various covenants. Eachincreased to 2.007% through the payoff date. As of these facilities require TJX to maintain a ratioMay 1, 2021 and January 30, 2021, there were 0 amounts outstanding under any of funded debt and four-times consolidated rentals to consolidated earnings before interest, taxes, depreciation and amortization, and consolidated rentals (“EBITDAR”) of not more than 2.75 to 1.00 on a rolling four-quarter basis. the Company’s facilities. 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,May 1, 2021, January 28, 201730, 2021 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 2, 2020, 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,May 1, 2021, January 28, 201730, 2021 and October 29, 2016,May 2, 2020, and during the quarters and year then ended, there were no0 amounts outstanding on the Canadian credit line for operating expenses.line. As of October 28, 2017,May 1, 2021, January 28, 2017,30, 2021 and October 29, 2016,May 2, 2020, our European business at TJX International had an uncommitted credit line of £5 million. As of October 28, 2017,May 1, 2021, January 28, 2017,30, 2021 and October 29, 2016,May 2, 2020, and during the quarters and year then ended, there were no0 amounts outstanding on the European credit line.

Note J. Income Taxes

The effectiveeffective income tax rate was 37.1%26.0% for the first quarter of fiscal 2018 third quarter2022 and 38.2%33.9% for the first quarter of fiscal 2017 third quarter. 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.2021. The decrease in the effective income tax rate was primarily a result of the ability to carry back the anticipated loss from the first quarter of fiscal 2021 to earlier tax years with higher tax rates due to excess income tax benefits related to share-based payments, which reduceda benefit provided by the effective income tax rate by 1.2 percentage points for the third quarterCoronavirus Aid, Relief, and 1.5 percentage points for the nine months ended October 28, 2017. The jurisdictional mix of income also contributed to the change of the effective income tax rate.

Economic Security Act (“CARES Act”) enacted on March 27, 2020.

TJX had net unrecognized tax benefits of $41.2$278 million as of October 28, 2017, $38.5May 1, 2021, $272 million as of January 28, 201730, 2021 and $37.4$256 million as of October 29, 2016.

May 2, 2020.

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 classifies interest and penalties related to income tax matters as part of income tax expense. The total accrued amount on the balance sheetsConsolidated Balance Sheets for interest and penalties was $8.5$38 million as of October 28, 2017, $8.0May 1, 2021, $36 million as of January 28, 201730, 2021 and $7.8$30 million as of October 29, 2016.

May 2, 2020.

Based on the outcome of tax examinations or judicial or administrative proceedings, or as a result of the expiration of statutestatutes of limitations in specific jurisdictions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those presented in the financial statements.Consolidated Financial Statements. During the next 12 months, it is reasonably possible that tax examinations of prior years’ tax returns or judicial or administrative proceedings that reflect such positions taken by TJX may be finalized. As a result, the total net amount of unrecognized tax benefits may decrease, which would reduce the provision for taxes on earnings, by a range of zero0 to $15$42 million.

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Note K. Contingent Obligations and Contingencies

Contingent 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, TJXThe Company has assignedhad numerous leases thatfrom its former operations where its guarantee required 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 moresatisfy some of these leases.

lease obligations and TJX established appropriate reserves. The Company may also be contingently liable on up to nine8 leases of former TJX businesses, for which we believethe Company believes the likelihood of future liability to TJX is remote,remote. The Company may also be contingently liable for assignments 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 operationssubleases if the assignees or subtenants do not fulfill their obligations. TJX estimates the undiscounted value of these contingent obligations are approximately $46.8 million as of October 28, 2017. We believeMay 1, 2021 to be approximately $9 million. TJX believes that most or all of these contingent obligations will not revert to usthe Company and, to the extent they do, willmay be resolved for substantially less due to mitigating factors including our expectationTJX's ability to potentially 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 often limited in time and amount. There are no amounts reflected in our balance sheetsthe Company’s Consolidated Balance Sheets with respect to these contingent obligations.

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, collective, and/or collectiverepresentative 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.statutes. The lawsuits are in various procedural stages and seek unspecified monetary damages, injunctive relief and attorneys’ fees. In connection with ongoing litigation, an immaterial amount has been accrued in the accompanying financial statements.

24

Consolidated Financial Statements.

20


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

May 1, 2021

Compared to

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

Overview

May 2, 2020

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 four distinctive branded e-commerce sites. We operate over 4,0004,600 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and tjmaxx.com)marshalls.com) and HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense 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

RESULTS OF OPERATIONS
The novel coronavirus disease (“COVID-19”) continues to impact our financial results. During the first quarter of Operations

Highlightsfiscal 2022, while our stores in the United States remained open for the entire first quarter, we had store closures primarily in Europe and Canada, and continue to have store closures, as discussed below. Overall, our first quarter results for fiscal 2022 are significantly better than our results for the first quarter of fiscal 2021, when the pandemic resulted in the temporary closure of all our stores for approximately 50% of the quarter.

In addition to comparing current year results to fiscal 2021, we may, where meaningful, also compare these results to a comparable period in fiscal 2020, prior to the emergence of the pandemic. Although we are not fully past the negative impacts of the pandemic, we feel this additional comparison provides insight into how we are managing the business and performing as compared to pre-pandemic results.
Overview of our financial performance for the third quarter ended October 28, 2017 includeMay 1, 2021 includes the following:

Net sales increased 6% to $8.8were $10.1 billion, $4.4 billion and $9.3 billion for the first quarter of fiscal 2018 third quarter over last year’s third quarter sales2022, fiscal 2021 and fiscal 2020, respectively. As of $8.3 billion. At October 28, 2017,May 1, 2021, the number of stores in operation (including stores that had been or continue to be temporarily closed due to COVID-19) increased 7%2% and selling square footage increased 5%2% compared to the end of the fiscal 2017 third2021 first quarter.

Same store salesDiluted earnings (loss) per share were flat in$0.44, $(0.74) and $0.57 for the thirdfirst quarter of fiscal 2018 compared2022, fiscal 2021 and fiscal 2020, respectively.
Pre-tax margin (the ratio of pre-tax income (loss) to an increase of 5% innet sales) was 7.2%, (30.5)% and 10.1% for the thirdfirst quarter of fiscal 2017. Same store sales reflect an increase in customer traffic, offset by a decrease in the value of the average transaction. We believe the hurricanes2022, fiscal 2021 and unseasonably warm weather in parts of the U.S. had a negative impact on third quarter sales.

Diluted earnings per share for the third quarter of fiscal 2018 were $1.00 versus $0.83 per share in the third 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.2020, respectively.

Ourpre-tax margin (the ratio ofpre-tax income to net sales) for the third quarter of fiscal 2018 was 11.6% compared with 10.7% in the third quarter of fiscal 2017. The debt extinguishment charge and pension settlement charge collectively reduced fiscal 2017 third quarterpre-tax margin by 1 percentage point.

Our cost of sales, including buying and occupancy costs, ratio was 71.9%, 100.1% and 71.5% for the thirdfirst quarter of fiscal 2018 was 70.2%, a 0.3 percentage point decrease compared to the third quarter last year. This decrease was driven by the favorable impact ofmark-to-market of inventory derivatives as well as an increase in merchandise margin, partially offset by higher supply chain costs2022, fiscal 2021 and expense deleverage on the flat consolidated comparable store sales.fiscal 2020, respectively.

Our selling, general and administrative (“SG&A”) expense ratio was 20.5%, 29.8% and 18.3% for the thirdfirst quarter of fiscal 2018 was 18.1%, up 0.5 percentage points compared to the prior year’s third quarter ratio. The increase in the ratio was primarily due to expenses from hurricanes2022, fiscal 2021 and wage increases.fiscal 2020, respectively.

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 down 8% on a reported basis and 4%down 11% on a constant currency basis at the end of the thirdfirst quarter of fiscal 20182022 as compared to a 7% decrease in average per store inventories on a reported basis and 6% decrease on a constant currency basis in the prior year’s third quarter.first quarter of fiscal 2021.

25


A dividend of $0.26 per share was declared in the first quarter of fiscal 2022 and no dividends were declared during the first quarter of fiscal 2021. There were no share repurchases during the first quarter of fiscal 2022. During the thirdfirst quarter of fiscal 2021, we returned $547 millionapproximately $0.5 billion to our shareholders through share repurchases and dividends.

The following is a discussionpayment of our consolidated operating results, followed by a discussion of our segment operating results.

Net sales:Consolidated net sales for the third quarter ended October 28, 2017 totaled $8.8 billion, a 6% increase over consolidated net sales of $8.3 billion for the third quarter ended October 29, 2016. The increase reflected a 5% increase from new store sales 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 same store sales, a 4% increase in new store sales, offset by a 2% negative impact from foreign currency exchange rates.

Consolidated net sales for the nine months ended October 28, 2017 totaled $24.9 billion, a 5% increase over $23.7 billion in last year’s comparable period. The increase reflected a 4% increase from new store sales, a 1% increase in same store sales, and a neutral impact from foreign currency exchange rates. This compares to sales growth of 8%dividend declared in the nine-month periodfourth quarter of fiscal 2017, which reflected a 5% increase2020 and share repurchases.

In April 2021, we redeemed $750 million of debt that was due to mature in same store sales and a 4% increase from new store sales, offset by a 1% negative impact from foreign currency exchange rates.

As of October 28, 2017, our consolidated store count increased 7% and selling square footage increased 5% comparedJune 2021 at par.

Subsequent to the end of the thirdfirst quarter last year.

Consolidated same store salesof fiscal 2022, we announced make-whole calls that will, upon completion, reduce outstanding debt by $2 billion. We also lifted the temporary suspension of our share repurchase programs.

21


Recent Events and Trends
COVID-19
COVID-19 was first identified in December 2019 before spreading worldwide and being declared a pandemic by the World Health Organization in March 2020. In response to the COVID-19 pandemic, we temporarily closed all of our stores, online businesses, distribution centers and offices in March 2020, with Associates working remotely where possible. When we began to reopen stores and distribution centers in May 2020, we implemented new health and safety practices, including practices related to personal protective equipment, enhanced cleaning and social distancing protocols (which include occupancy limits and reducing in-store inventory levels). In response to the pandemic, primarily during the first quarter of fiscal 2021, we took several steps to strengthen our financial position and balance sheet and to maintain financial liquidity and flexibility.
In response to increasing cases of COVID-19 and due to government mandates, hundreds of stores had additional temporary closures during the first quarter of fiscal 2022, primarily located in Europe and Canada. Our results for the thirdfirst quarter of fiscal 2022 and nine months ended October 28, 2017 reflect a decreasefiscal 2021 were negatively impacted by the temporary closure of our stores for approximately 14% of the first quarter of fiscal 2022 and approximately 50% of the first quarter of fiscal 2021 in the valueaggregate. This represents total store days closed due to the COVID-19 pandemic as a percentage of potential total store days open.

The below tables represents the first quarter of fiscal 2022 and the first quarter of fiscal 2021 store closures by segment (in percentage of store days closed).
Thirteen Weeks Ended
May 1,
2021
May 2,
2020
Marmaxx %50 %
HomeGoods 49 
TJX Canada25 53 
TJX International69 49 
Total14 %50 %
As of May 23, 2021, we had approximately 260 stores, primarily located in Canada, that were still temporarily closed due to government mandates in response to the COVID-19 pandemic. In total, based on the restrictions currently in place, we expect stores to be closed for approximately 3% of the average transaction, which fully offset an increase in customer traffic forsecond quarter of fiscal 2022. All of our e-commerce businesses remained open throughout the thirdfirst quarter and partially offset an increase in traffic for the nine-month period. The declineof fiscal 2022, including tkmaxx.com in the valueU.K. We continue to monitor developments, including government requirements and recommendations at the national, state, and local level that could result in possible additional impacts to our operations.
Impact of Brexit
On December 24, 2020 the average transaction reflects a decrease inU.K. and EU agreed upon the average ticket that more than offset an increase in units sold. On a consolidated basis, home fashions outperformed apparel categories for bothterms of their future trading relationship. As expected, the third quartermovement of goods between the U.K. and nine-month period ended October 28, 2017. The major hurricanes in the third quarterEU is subject to additional regulatory and we believe, unseasonably warm weather in parts of the U.S.compliance requirements, which has had, and is expected to continue to have, a negative impact on sales, especially apparel. In addition, we believe unfavorable weatherour ability to efficiently move merchandise in the region. We have realigned our European division's supply chain to reduce the volume of merchandise flowing between the U.K. and the EU and have established resources and systems to support this year’s first quarterplan.
The new trade deal provides for zero customs duties and zero quotas on trade between the U.K. and the EU in partsgoods that are produced in each of the U.S.U.K. and Canada hadthe EU. However, a portion of the merchandise we source in the U.K. and the EU is produced somewhere else in the world, and therefore will be subject to additional customs duty costs under the new trade deal. These additional customs duties and the related operational costs are likely to impact the profitability of our European division, at least in the short term.
New immigration requirements between the U.K. and EU countries may also have a negative impact on apparelour ability to recruit and retain current and future talent in the region. We continue to communicate with our Associates about the new immigration requirements.
In addition to these operational impacts, factors including changes in legislation, consumer confidence and behavior, economic conditions, interest rates and foreign currency exchange rates could result in a significant financial impact to our European operations, particularly in the short term. These impacts may not be known until we are fully operational after the COVID-19 restrictions are lifted, as the COVID-19 pandemic has led to modifications of our operations in fiscal 2021 and continuing into fiscal 2022.
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Net Sales
Net sales totaled $10.1 billion, $4.4 billion and $9.3 billion for the first quarter of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. Net sales from our e-commerce businesses combined amounted to less than 3% of total sales for the first nine monthsquarters of fiscal 2018.

In2022, fiscal 2021 and fiscal 2020.

As a result of the U.S., sameextended store closures during fiscal 2021 due to the COVID-19 pandemic and our policy relating to the treatment of extended store closures when calculating comp store sales, we had no stores classified as comp stores at the end of the first quarter fiscal 2022 and fiscal 2021. Our historical definition of comp store sales is presented below for reference.
Open-Only Comp Store Sales
In order to provide a performance indicator for our stores as they reopened, since the second quarter of fiscal 2021, we have been temporarily reporting a new sales measure, open-only comp store sales. Open-only comp store sales includes stores initially classified as comp stores at the beginning of fiscal 2021 that have had to temporarily close due to the COVID-19 pandemic. For the first quarter of fiscal 2022, this measure reports the sales increase or decrease of these stores for the days the stores were open in the Northeast and Florida, areas most affected by the hurricanes and we believe, warm weather, were below the consolidated averagecurrent period against sales for the quarter and nine-month period. Salessame days in the Southeast (excluding Florida)first quarter of fiscal 2020 prior to the pandemic. Open-only comp sales of our foreign segments are calculated by translating the current year using the first quarter of fiscal 2020’s exchange rates.
We define customer traffic to be the number of transactions in stores and average ticket to be the Southwestaverage retail price of the units sold. We define average transaction or average basket to be the average dollar value of transactions.
Q1 Fiscal 2022 vs Q1 Fiscal 2021
Net sales increased 129% in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2021 due to the temporary closures of all stores and online businesses during the first quarter of fiscal 2021 as a result of the COVID-19 pandemic. Stores were aboveclosed for approximately 14% of the consolidated average. Infirst quarter of fiscal 2022, primarily in Europe and portions of Canada, sameas compared to stores across all geographies being closed for approximately 50% of the first quarter of fiscal 2021 as a result of the COVID-19 pandemic.
Q1 Fiscal 2022 vs Q1 Fiscal 2020
Net sales increased 9% in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2020. Open-only comp store sales growth was above the consolidatedwere up 16% for fiscal 2022 as compared to fiscal 2020. This reflects an increase in average basket across all divisions partially offset by a reduction in customer traffic. Home fashion across all major segments outperformed apparel for the thirdfirst quarter and nine-month period ended October 28, 2017. Sameof fiscal 2022.
Historical Definition of Comp Store Sales
We are temporarily reporting a new sales measure, open-only comp store sales, growth for our International segment was aboveas described above. The following reflects the consolidated average for the third quarterway that we have historically classified and was in line with the consolidated average for the nine-month period ended October 28, 2017.

We define samereported comp sales results.

Historically, we defined comparable store sales, or 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 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, meaning sierra.com, tjmaxx.com, marshalls.com and tkmaxx.com
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, mostlyyear. Beginning 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 andfiscal 2020, Sierra stores that have increasedotherwise fit the comp store definition are included in size are generally classifiedcomp stores 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 storeour Marmaxx segment.
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. We define customer traffic
23


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 the numbercomparable to that of transactions in stores included in the same store sales calculation and define average ticket to be the averageother retail price of the units sold at these stores. We define average transaction to be the average dollar value of transactions included in the same store sales calculation.

26


companies.

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

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

Net sales

   100.0  100.0
  

 

 

  

 

 

 

Cost of sales, including buying and occupancy costs

   70.2   70.5 

Selling, general and administrative expenses

   18.1   17.6 

Loss on early extinguishment of debt

   —     0.6 

Pension settlement charge

   —     0.4 

Interest expense, net

   0.1   0.2 
  

 

 

  

 

 

 

Income before provision for income taxes*

   11.6  10.7
  

 

 

  

 

 

 

*Figures may not foot due to rounding

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

Net sales

   100.0  100.0
  

 

 

  

 

 

 

Cost of sales, including buying and occupancy costs

   70.9   70.7 

Selling, general and administrative expenses

   18.0   17.7 

Loss on early extinguishment of debt

   —     0.2 

Pension settlement charge

   —     0.1 

Interest expense, net

   0.1   0.1 
  

 

 

  

 

 

 

Income before provision for income taxes*

   11.0  11.1
  

 

 

  

 

 

 

*Figures may not foot due to rounding

Thirteen Weeks Ended
May 1,
2021
May 2,
2020
May 4,
2019
Net sales100.0 %100.0 %100.0 %
Cost of sales, including buying and occupancy costs71.9 100.1 71.5 
Selling, general and administrative expenses20.5 29.8 18.3 
Interest expense, net0.4 0.5 — 
Income (loss) before provision for income taxes*
7.2 %(30.5)%10.1 %
*Figures may not foot due to rounding.
Impact of foreign currency exchange rates:
Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies. 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 referred to as “transactional foreign exchange,” also described below.

Translation Foreign Exchange
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 net sales, net income (loss) and earnings (loss) 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 (loss) 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.

24


Cost of sales, including buyingSales, Including Buying and occupancy costs:Occupancy Costs
Cost of sales, including buying and occupancy costs, as a percentagewas $7.3 billion, or 71.9% of net sales, decreased by 0.3 percentage points to 70.2%$4.4 billion, or 100.1% of net sales and $6.6 billion, or 71.5% of net sales for the thirdfirst quarters of fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
Q1 Fiscal 2022 vs Q1 Fiscal 2021
The increase in the total cost of sales, including buying and occupancy costs, was mainly attributable to the reduction in cost of merchandise sold due to a lower level of sales in the first quarter of fiscal 20182021, due to our stores being temporarily closed in the aggregate for approximately 50% of the first quarter of fiscal 2021. In addition, merchandise margin significantly improved compared to the first quarter of fiscal 2021 primarily driven by lower markdowns in the first quarter of fiscal 2022 as a result of the incremental markdowns taken in fiscal 2021 due to the temporary store closures. The first quarter of fiscal 2022 also reflects higher supply chain costs.
Cost of sales, including buying and occupancy costs was favorably impacted by approximately $21 million and $35 million of government programs for the first quarters of fiscal 2022 and fiscal 2021, respectively, in regions where we had closures.
Q1 Fiscal 2022 vs Q1 Fiscal 2020
The increase in the expense ratio of 0.4% in the first quarter of fiscal 2022 compared to fiscal 2020 reflects higher supply chain costs primarily driven by higher wages and expenses related to the additional distribution capacity. Additionally, in the first quarter of fiscal 2022, the expense deleveraged on the supply chain costs due to lost sales as a result of the temporary store closures. The increase in the expense ratio was partially offset by the leverage on our occupancy costs due to the strong open-only comp sales growth as well as improved merchandise margin in the first quarter of fiscal 2022. Merchandise margin reflects strong markon and lower markdowns, mostly offset by higher freight costs.
Selling, General and Administrative Expenses
SG&A expenses were $2.1 billion, or 20.5% of net sales, $1.3 billion, or 29.8% of net sales and $1.7 billion, or 18.3% of net sales for the first quarters of fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
Q1 Fiscal 2022 vs Q1 Fiscal 2021
The increase in SG&A expenses for the first quarter of fiscal 2022 compared to the first quarter of fiscal 2021 was driven by higher store payroll and store supply costs primarily due to incremental COVID-19 expenses. Additionally, these costs and other variable store costs such as advertising spend and credit processing fees were up as compared to last year’s ratio. the first quarter of fiscal 2021 as a result of increased store operating days.
Payroll was favorably impacted by $121 million and $152 million of government programs for both the first quarter of fiscal 2022 and fiscal 2021, respectively, in regions where we had store closures.
Q1 Fiscal 2022 vs Q1 Fiscal 2020
The decrease forincrease in the thirdexpense ratio of 2.2% in the first quarter of fiscal 2022 compared to the first quarter of fiscal 2020 was driven by the favorable impact of themark-to-market of our inventory derivatives of 0.3 percentage points along with an improvement in consolidated merchandise margin.higher store payroll and store supply costs primarily due to incremental COVID-19 expenses. These improvementsincremental costs were partially offset by expense deleverage on the flat same store sales and an increasegovernment programs received in consolidated distribution center costs. The 0.2 percentage point increase to 70.9% for the first nine months of fiscal 2018 was driven by an increase in consolidated distribution center costs. Our increase in distribution center costs for the quarter 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 administrative expenses, as a percentage of2022.

Interest Expense, net sales, were 18.1% in the third quarter of fiscal 2018, up 0.5 percentage point over last year’s ratio, and increased by 0.3 percentage points to 18.0% for the nine months ended October 28, 2017 as compared to the same period last year. The increase for both the third quarter and nine-month period was primarily due to hurricane related expenses, higher store payroll costs resulting from wage increases as well as the impact of handling the increase in units.

Loss on early extinguishment of debt:On September 12, 2016 we issued $1.0 billion of 2.25% ten-year notes. We used a portion 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 recorded 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 impact on TJX, but did result in anon-cashpre-tax settlement charge of $31.2 million in the third quarter of last year.

Interest expense, net: Interest expense, net decreased $4.5 million for the third quarter ended October 28, 2017 and decreased $6.4 million for the nine months ended October 28, 2017 as compared to the same periods last year.

The components of interest expense, net are summarized below:

   Thirteen Weeks Ended   Thirty-Nine Weeks Ended 

Dollars in thousands

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

Interest expense

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

Capitalized interest

   (1,066   (1,948   (3,528   (6,351

Interest (income)

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

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense, net

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

 

 

   

 

 

   

 

 

   

 

 

 

For

 Thirteen Weeks Ended
In millionsMay 1,
2021
May 2,
2020
May 4,
2019
Interest expense$47.0 $32.6 $15.3 
Capitalized interest(1.1)(1.0)(0.7)
Interest (income)(1.2)(8.2)(13.8)
Interest expense, net$44.7 $23.4 $0.8 
Net interest expense increased for the thirdfirst quarter and first nine months of fiscal 2018,2022 compared to the reductionsame period in net interest expense was driven by additional interest income,fiscal 2021, primarily due to an increasethe additional borrowings initiated in invested balancesfiscal 2021, which only partially impacted the first quarter of fiscal 2021.
25


Provision for Income Taxes
The effective income tax rate was 26.0%, 33.9% and higher rates25.2% for the first quarters of return.

Income taxes:fiscal 2022, fiscal 2021 and fiscal 2020, respectively. The decrease in the first quarter effective income tax rate was 37.1% for theof fiscal 2018 third quarter and 36.9% for the nine months ended October 28, 2017 compared to 38.2% for the fiscal 2017 third quarter and 38.4% for the nine months ended October 29, 2016. The decrease in the effective income tax rate2022 was primarily due to excess income tax benefits related to share-based payments, which reduced the effective income tax rate by 1.2 percentage points for the third quarter and 1.5 percentage points for the nine months ended October 28, 2017. The jurisdictional mix of income also contributed to the changea result of the effective income tax rate.

28


Net income and net income per share: Net income forability to carry back the thirdanticipated loss from the first quarter of fiscal 20182021 to earlier tax years with higher tax rates due to a benefit provided by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) enacted on March 27, 2020.

Net Income / (Loss) and Diluted Earnings (Loss) Per Share
Net income (loss) was $641.4$534 million, or $1.00$(887) million and $700 million for the first quarters of fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
Net income (loss) per diluted share versus $549.8 million, or $0.83 per diluted share, in last year’s third quarter. Foreign currency had a $0.04 positive impact on earnings per sharewas $0.44, $(0.74) and $0.57 for the third quarterfirst quarters of fiscal 2018 compared to a neutral impact on earnings per share for the third quarter of2022, fiscal 2017. We believe the hurricanes had an estimated $0.03 negative impact on earnings per share for the third quarter of2021 and 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.

2020, respectively.

Segment information:Information
We operate four main business segments. TheOur Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and tjmaxx.com)marshalls.com) and the HomeGoods segment (HomeGoods and Homesense) 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. 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.

Due to the temporary closing of stores as a result of the COVID-19 pandemic, our historical definition of comp store sales is not applicable for the reported periods. In order to provide a performance indicator for our stores as they reopen, we have been temporarily reporting a new sales measure, open-only comp store sales. Open-only comp store sales includes stores initially classified as comp stores at the beginning of fiscal 2021 that have had to temporarily close due to the COVID-19 pandemic. This measure reports the sales increase or decrease of these stores for the days the stores were open in the first quarter of fiscal 2022 against sales for the same days in fiscal 2020, prior to the emergence of the pandemic.
When discussing current year segment results, in addition to comparing to fiscal 2021, we may, where meaningful, also compare these results to a comparable period in fiscal 2020, prior to the emergence of the pandemic. As the TJX International segment results for the first quarter of fiscal 2022 were significantly impacted by temporary store closures due to the COVID-19 pandemic, we do not believe a comparison to fiscal 2020 would be meaningful.
Presented below is selected financial information related to our business segments.

26


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 millionsMay 1,
2021
May 2,
2020
Net sales$6,640 $2,698 
Segment profit (loss)$825 $(710)
Segment margin12.4 %(26.3)%
Stores in operation at end of period:
T.J. Maxx1,282 1,273 
Marshalls1,147 1,130 
Sierra52 46 
Total2,481 2,449 
Selling square footage at end of period (in thousands):
T.J. Maxx27,872 27,776 
Marshalls26,187 25,907 
Sierra853 766 
Total54,912 54,449 
Net Sales
Net sales for Marmaxx increased 1% for the third quarter and 2%were $6.6 billion for the first nine monthsquarter of fiscal 20182022, an increase of 146% compared to $2.7 billion for the first quarter of fiscal 2021. The increase reflects significant temporary store closings in the first quarter of fiscal 2021. Stores were closed for nearly half of the first quarter of fiscal 2021 as a result of the COVID-19 pandemic. Net sales increased 14% compared to $5.8 billion for the first quarter of fiscal 2020.
Open-only comp store sales were up 12% for the first quarter of fiscal 2022 compared to the same periods last year.first quarter of fiscal 2020. The quarterly increase reflects a 2% increase from new store sales partially offset by a 1% decrease from same store sales. The nine-month increase in netopen-only comp sales included 2% from new store sales, while same store sales were flat. Same store sales for Marmaxx were negatively impactedwas primarily driven by the hurricanes and, we believe, unseasonably warm weather, which particularly impacted apparel. To a lesser degree, we believe execution issuesan increase in certain categories had an additional negative impact on apparel sales. Despite the third 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.basket. Home fashions outperformed apparel for the first quarter of fiscal 2022.
Segment Profit / (Loss)
Segment profit was $825 million for the first quarter of fiscal 2022, an increase of $1.5 billion, compared to a segment loss of $(710) million for the first quarter of fiscal 2021. The increase for the first quarter was primarily driven by increased sales due to the temporary store closures in both periods.

the first quarter of fiscal 2021. The first quarter of fiscal 2021 also reflects $88 million of government programs.

Segment profit increased by $29 million compared to a segment profit of $796 million for the first quarter of fiscal 2020. Segment profit margin decreased to 12.6%12.4% for the thirdfirst quarter of fiscal 20182022 compared to 13.4%13.7% for the same period last year,first quarter of fiscal 2020. This decrease was primarily driven by incremental COVID-19 store payroll costs and forhigher supply chain costs. The higher supply chain costs were driven by higher wages and expenses related to 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 decreaseadditional distribution capacity. These decreases in segment profit margin for both the quarterwere partially offset by expense leverage on our occupancy costs and nine-month period was primarily due to expense deleverage on theimproved merchandise margin. Merchandise margin reflects strong markon and 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 thanmarkdowns, mostly offset an increase in merchandise margin for both periods. by higher freight costs.
Our U.S.e-commerce businesses, which representrepresented approximately 2%3% of Marmaxx’s net sales for each of the first quarters of fiscal 2022, fiscal 2021 and fiscal 2020 did not have a significant impact on year-over-year segment margin comparisons for the third quarter.

first quarter of fiscal 2022. We temporarily closed our online businesses for a portion of the first quarter of fiscal 2021 as a result of the COVID-19 pandemic.

27


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 
    

 

 

  

 

 

 

 Thirteen Weeks Ended
U.S. dollars in millionsMay 1,
2021
May 2,
2020
Net sales$2,142 $760 
Segment profit (loss)$252 $(154)
Segment margin11.7 %(20.2)%
Stores in operation at end of period:
HomeGoods843 814 
Homesense39 34 
Total882 848 
Selling square footage at end of period (in thousands):
HomeGoods15,425 14,915 
Homesense837 733 
Total16,262 15,648 
Net Sales
Net sales for HomeGoods increased 14%were $2.1 billion for both the third quarter and the first nine monthsquarter of fiscal 20182022, an increase of 182%, compared to $760 million for the first quarter of fiscal 2021. The increase reflects significant temporary store closings in the first quarter of fiscal 2021. Stores were closed for nearly half of the first quarter of fiscal 2021 as a result of the COVID-19 pandemic. Net sales increased 53% compared to $1.4 billion for the first quarter of fiscal 2020.
Open-only comp store sales were up 40% for the first quarter of fiscal 2022 compared to the same periods last year. 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 increasefirst quarter of 10% from new store sales and same store sales of 4%.fiscal 2020. The increase in same storeopen-only comp sales for both periods was largely driven by an increase in customer traffic.

Segment profit margin decreased to 13.3% for the third quarter of fiscal 2018 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% for the same period last year. The decline in segment margin for the third quarter and nine-month period was primarily 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 were 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% impact due to currency translation. The increase in same store sales for both periods was mainly driven by an increase in customer traffic. Net sales for both periods also reflected an increase in units sold that was mostly offset by a decrease in the average ticket.

Segment profit margin increased to 21.0% for the third quarter of fiscal 2018 compared to 16.7% for the same period last year. Segment profit margin increased to 15.4% for the nine months ended October 28, 2017 compared to 14.0% for the nine months ended October 29, 2016. The increase in the segment margin for the quarter and nine-month period included a favorable impact of 1.9 percentage points and 0.3 percentage points, respectively, due to foreign currency, primarily 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 margin 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 third quarter and 5% for the nine months ended October 28, 2017 as compared to the same periods last year. The quarterly increase reflects an 8% increase from new store sales, a 1% increase 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 whichand average basket.

Segment Profit / (Loss)
Segment profit was $252 million for the first quarter of fiscal 2022, an increase of $406 million compared to a segment loss of $(154) million for the first quarter of fiscal 2021. The increase for the first quarter of fiscal 2022 was primarily driven by increased sales due to the temporary store closures in the first quarter of fiscal 2021. The first quarter of fiscal 2021 also reflects $22 million of government programs.
Segment profit increased by $115 million compared to a segment profit of $137 million for the first quarter of fiscal 2020. Segment profit margin increased to 11.7% for the first quarter of fiscal 2022 compared to 9.8% for the first quarter of fiscal 2020. The increase in segment profit margin was primarily driven by expense leverage on our occupancy costs due to the strong open-only comp sales growth and lower travel spend. This was partially offset by store payroll costs as a declineresult of incremental COVID-19 costs and higher wages, as well as a reduction in merchandise margin. Merchandise margin reflects increased freight costs partially offset by favorable markdowns.
We plan to make online shopping available on www.homegoods.com in the valuefall of fiscal 2022.
28


FOREIGN SEGMENTS
TJX Canada
 Thirteen Weeks Ended
U.S. dollars in millionsMay 1,
2021
May 2,
2020
Net sales$766 $380 
Segment profit (loss)$72 $(97)
Segment margin9.3 %(25.6)%
Stores in operation at end of period:
Winners284 279 
HomeSense143 139 
Marshalls103 100 
Total530 518 
Selling square footage at end of period (in thousands):
Winners6,113 6,003 
HomeSense2,644 2,553 
Marshalls2,159 2,102 
Total10,916 10,658 
Net Sales
Net sales for TJX Canada were $766 million for the first quarter of fiscal 2022, an increase of 102% compared to $380 million for the first quarter of fiscal 2021. The increase reflects temporary store closings for both periods, which were approximately 25% of the first quarter of fiscal 2022 and approximately 53% of the first quarter of fiscal 2021 as a result of the COVID-19 pandemic. In addition, many stores that have remained open or have subsequently reopened continue to be subject to capacity constraints. Net sales for TJX Canada decreased 10% compared to $848 million for the first quarter of fiscal 2020.
Open-only comp store sales were up 9% for the first quarter of fiscal 2022 compared to the first quarter of fiscal 2020. The increase in open-only comp sales was driven by an increase in average transaction.

basket, partially offset by reduced customer traffic.

Segment Profit / (Loss)
Segment profit was $72 million for the first quarter of fiscal 2022, an increase of $169 million compared to a segment loss of $(97) million for the first quarter of fiscal 2021. The increase for the first quarter of fiscal 2022 was primarily driven by increased sales due to the reduction in store closures compared to the first quarter of fiscal 2021. The first quarters of fiscal 2022 and 2021 also reflect $58 million and $31 million, respectively, of government programs.
Segment profit decreased by $25 million compared to a segment profit of $97 million for the first quarter of fiscal 2020. Segment profit margin decreased to 7.0%9.3% for the thirdfirst quarter of fiscal 20182022 compared to 7.9%11.4% for the same period last year. Segmentfirst quarter of fiscal 2020. The decrease in segment profit 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. Segment margin for the quarter and nine-month period was favorably impactedprimarily driven by 1.3 percentage points and 0.5 percentage points, respectively,expense deleverage on our occupancy costs due to foreign currency, primarily themark-to-market reduction in sales because of store closures, the unfavorable impact of the mark-to-market of the inventory derivatives.derivatives as well as higher supply chain costs. This was partially offset by improved merchandise margin, which reflects strong markon partially offset by increased freight costs.
29


TJX International
 Thirteen Weeks Ended
U.S. dollars in millionsMay 1,
2021
May 2,
2020
Net sales$539 $572 
Segment (loss)$(222)$(259)
Segment margin(41.1)%(45.2)%
Stores in operation at end of period:
T.K. Maxx604 596 
Homesense78 78 
T.K. Maxx Australia64 56 
Total746 730 
Selling square footage at end of period (in thousands):
T.K. Maxx12,160 12,019 
Homesense1,142 1,142 
T.K. Maxx Australia1,143 1,019 
 14,445 14,180 
Net Sales
Net sales for TJX International were $539 million for the first quarter of fiscal 2022, a decrease of 6% compared to $572 million for the first quarter of fiscal 2021. The decrease reflects temporary store closings for both periods, which were approximately 69% of the first quarter of fiscal 2022 and approximately 49% of the first quarter of fiscal 2021 as a result of the COVID-19 pandemic. In addition, many stores that have remained open or have subsequently reopened continue to be subject to capacity constraints.
E-commerce sales were approximately 12% and 4% of TJX International’s net sales for the first quarter of fiscal 2022 and fiscal 2021, respectively. Along with our stores, we temporarily closed all of our online business during the first quarter of fiscal 2021. Since reopening in the second quarter of fiscal 2021, our online businesses have remained open through the first quarter of fiscal 2022.
Segment (Loss)
Segment loss was $(222) million for the first quarter of fiscal 2022, an improvement of $37 million compared to a segment loss of $(259) million for the first quarter of fiscal 2021. The segment loss reflects significant temporary store closures for both periods. The improvement in segment loss for the first quarter of fiscal 2022 was primarily the result of improved merchandise margin however, was more than offset by higher supply chain costs associateddue to favorable markdowns compared with the openingfirst quarter of a new distribution center, a declinefiscal 2021. The improvement in merchandise margin was partially offset by incremental COVID-19 related costs, net of government programs. The first quarters of fiscal 2022 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 

2021 reflect $84 million and $46 million, respectively, of government programs.

GENERAL CORPORATE EXPENSE
 Thirteen Weeks Ended
In millionsMay 1,
2021
May 2,
2020
General corporate expense$160 $100 
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 hedges is included in cost of sales, including buying and occupancy costs.

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

The increase in general corporate expense for the nine-month periodfirst quarter of fiscal 2022 was primarily driven by incremental systemshigher share-based and technologyincentive compensation costs as well as lower unrealized gains on our fuel hedges in fiscal 2018 as comparedand contributions to the same period last year. These increases wereTJX’s charitable foundations, partially offset by reduced incentive compensation costs in fiscal 2018.

32

the mark-to-market adjustment on the fuel hedges.

30

Analysis of Financial Condition


ANALYSIS OF FINANCIAL CONDITION
Liquidity and Capital Resources

Net cash provided by operating activities was $1.9

Subsequent to the end of the first quarter of fiscal 2022, we announced make-whole calls for our $1.25 billion for the nine months ended October 28, 2017, a decreaseaggregate principal outstanding 3.50% Notes and our $750 million aggregate principal outstanding 3.75% notes, both of $0.2 billion from the $2.1 billion providedwhich series of notes were issued in the nine months ended October 29, 2016. Net income adjusted fornon-cash itemsfirst quarter of fiscal 2021 in response to the COVID-19 pandemic. These make-whole calls are expected to settle on June 4, 2021 and we anticipate recording a pre-tax loss on the early extinguishment of debt for the fiscal 2018 nine-month period, as compared to the first nine monthsthese notes 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 $309approximately $250 million in the first nine monthssecond quarter of fiscal 2018 compared to a use of cash of $234 million2022. Additionally, 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 compared2022, we redeemed $750 million principal outstanding, 2.75% Notes due June 15, 2021. The result of these debt redemptions once completed are expected to be a net cash outflow$2.75 billion reduction of $.9 billion inoutstanding debt since 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 monthsbeginning of fiscal 2018 compared to $1.2 billion to repurchase 15.42022 and more than $90 million shares in the same period last year. Seeof annualized interest expense savings. For additional information on these transactions, see Note DI—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for more information. Statements.

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, 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, relatedresponse to the exercise of stock options inpandemic, primarily during the thirdfirst quarter of fiscal 2018 versus $86 million2021, we took several steps to strengthen our financial position and balance sheet and to maintain financial liquidity and flexibility, including, among other things, issuing $4 billion in proceeds, net of shares repurchased for withholding taxes inaggregate principal long-term debt. The challenges posed by the same period last year. Dividends paidCOVID-19 pandemic on common stock in the first nine months of fiscal 2018 were $567 million versus $482 million in the same period last year.

We traditionally have funded our working capital requirements, including for seasonal merchandise, primarily through cash generated from operations, supplemented, as needed, by short-term bank borrowingsbusiness continue to evolve and the issuanceseverity and duration of commercial paper. Asthe pandemic is still unknown. Consequently, we will continue to evaluate our financial position in light 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

33


tax expense, but our cash would be reduced by the amount of taxes paid. For all other foreign subsidiaries, 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.future developments. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, described in Note II—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are more than adequate to meet our operating needs over the next twelve months.

Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by bank borrowings and the issuance of commercial paper. As of May 1, 2021, there were no short-term bank borrowings or commercial paper outstanding. 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 the first quarter of fiscal year.

Recently Issued Accounting Pronouncements

2022 we have 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.

As of May 1, 2021, we held $8.8 billion in cash. Approximately $0.9 billion of our cash was held by our foreign subsidiaries with $0.5 billion held in countries where we provisionally intend to indefinitely reinvest any undistributed earnings. TJX 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 May 1, 2021. 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.
Operating Activities
Operating activities resulted in net cash outflows of $0.4 billion for the three months ended May 1, 2021 and $3.2 billion for the three months ended May 2, 2020. Our operating cash flows for the three months ended May 1, 2021 increased by $2.7 billion compared to the first three months of fiscal 2021. Our fiscal 2022 operating cash flows improved significantly compared to fiscal 2021, which is primarily attributable to additional stores being open in fiscal 2022 after the temporary closures of all our stores for approximately 50% of the first quarter of fiscal 2021. The fiscal 2021 loss of sales as a result of the temporarily closures resulted in a net loss of $0.9 billion in the first three months of fiscal 2021 compared to net income of $0.5 billion for the first three months of fiscal 2022. The decrease in income taxes recoverable, net favorably impacted operating cash flows by $0.6 billion. The increase in operating cash flows was also attributable to the $0.5 billion favorable impact of the change in merchandise inventories, net of accounts payable, driven by the timing of payments for merchandise sold.
Investing Activities
Investing activities resulted in net cash outflows of $0.2 billion for both the three months ended May 1, 2021 and the three months ended May 2, 2020. The cash outflows for both periods were driven by capital expenditures.
Investing activities in the first three months of fiscal 2022 primarily reflected property additions for new stores, store improvements and renovations as well as investments in our distribution centers and offices, including buying and merchandising systems and other information systems. Cash outflows for property additions were $0.2 billion for both the first three months of fiscal 2022 and the first three months of fiscal 2021. Our expected fiscal 2022 capital investments total $1.2 billion to $1.4 billion. We plan to fund these expenditures through internally generated funds.
31


Financing Activities
Financing activities resulted in net cash outflows of $1.1 billion in the first three months of fiscal 2022 and net cash inflows of $4.5 billion for the three months ended May 2, 2020.
Debt
The cash outflows in the first three months of fiscal 2022 were a result of the redemption at par of certain of our notes maturing in the second quarter of fiscal 2022. The cash inflows in the first three months of fiscal 2021 were a result of completing the issuance and sale of $4 billion aggregate principal amount of notes. In addition, in the first quarter of fiscal 2021, we drew down $1 billion on our previously undrawn revolving credit facilities, which we subsequently repaid in July 2020. See Note I—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for additional information.
Equity
The cash inflows in the first three months of fiscal 2022 were a result of proceeds from the exercise of employee stock options, net of shares withheld for taxes. The cash outflows in the first three months of fiscal 2021 were a result of the $0.2 billion repurchase and retirement of 3.4 million shares of our stock on a settlement basis under our stock repurchase program. These outflows were partially offset by proceeds from the exercise of employee stock options, net of shares withheld for taxes in the first three months of fiscal 2021. In March 2020, in connection with the actions taken related to the COVID-19 pandemic, we suspended our share repurchase program. Subsequent to the end of the first quarter of fiscal 2022, we lifted the temporary suspension of our repurchase program and announced plans to repurchase approximately $1.0 billion to $1.25 billion of stock in fiscal 2022 under our previously authorized stock repurchase programs. As of May 1, 2021, approximately $3 billion remained available under our existing stock repurchase programs.
Dividends
We declared a quarterly dividend on our common stock which totaled $0.26 per share in the first quarter of fiscal 2022. As a result of the uncertainty surrounding the COVID-19 pandemic, no dividends were declared in the first quarter of fiscal 2021. Cash payments for dividends on our common stock totaled $0.3 billion for both the first quarter of fiscal 2022 and the first quarter of fiscal 2021. We also declared a dividend of $0.26 per share in the second quarter of fiscal 2022 payable in September 2021.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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 30, 2021 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 second 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.

30, 2021
.
32


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, 2017May 1, 2021 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.

34


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, 2017May 1, 2021 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.



33


PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable

Proceedings
See Note K—Contingent Obligations and Contingencies 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, 2017,30, 2021, as filed with the Securities Exchange Commission on March 28, 2017.

31, 2021.

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

Proceeds

Information on Share Repurchases

The number of shares of common stock repurchased by TJX during the thirdfirst quarter of fiscal 20182022 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
Total
Number of shares repurchased under publicly announced stock repurchase programs.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 31, 2021 through February 27, 2021— $— — $2,985,692,971 
February 28, 2021 through April 3, 2021— $— — $2,985,692,971 
April 4, 2021 through May 1, 2021— $— — $2,985,692,971 
Total— — 
(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.

35


(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 2019 and 2020, TJX announced stock repurchase programs authorizing $1.5 billion and $1.5 billion, respectively, in repurchases of TJX common stock from time to time. As of May 1, 2021 approximately $3 billion in aggregate remained available under both plans. In March 2020, as a result of the COVID-19 pandemic, TJX suspended its share repurchase program. Subsequent to the end of the first quarter of fiscal 2022, the Company reinstated its share repurchase program.

Item 6. Exhibits.

Exhibits
31.1Incorporate by Reference
Exhibit No.DescriptionFormExhibit No.Filing
 Date
10.1
10.2
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,May 1, 2021, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income (Loss), (ii) the Consolidated Statements of Comprehensive (Loss) 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 May 1, 2021, formatted in Inline XBRL (included in Exhibit 101)

36

34



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 28, 2021
/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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