SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

(mark one)

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

(Registrant’s telephone number, including area code)

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


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

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

Indicate by check mark whether the registrant has submitted electronically ~~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 ~~“emerging~~emerging 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 filer

☒

Accelerated filer

☐

~~Large accelerated~~Non-accelerated filer

☒☐

~~Accelerated filer~~Smaller 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~~

November 18, 2022: 1,155,504,149

The TJX Companies, Inc.

PART I—I - FINANCIAL INFORMATION

Item 1. Consolidated Financial ~~Statements.~~

Statements

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

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





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


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

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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
	October 29, 2022		October 30, 2021
Net income	$	1,062,806	$	1,023,000
Additions to other comprehensive (loss):
Foreign currency translation adjustments, net of related tax benefit of $8,638 in fiscal 2023 and tax provision of $976 in fiscal 2022	(65,858)		(6,688)
Reclassifications from other comprehensive (loss) to net income:

Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $1,602 in fiscal 2023 and $1,156 in fiscal 2022	4,400		3,173

Other comprehensive (loss), net of tax	(61,458)		(3,515)
Total comprehensive income	$	1,001,348	$	1,019,485


	Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021
Net income	$	2,459,619	$	2,342,611
Additions to other comprehensive (loss) income:
Foreign currency translation adjustments, net of related tax benefit of $8,803 in fiscal 2023 and tax provision of $2,734 in fiscal 2022	(154,405)		14,685


Reclassifications from other comprehensive (loss) to net income:

Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $4,353 in fiscal 2023 and $3,802 in fiscal 2022	11,956		10,442
Amortization of loss on cash flow hedge, net of related tax provision of $603 in fiscal 2022	—		(263)
Other comprehensive (loss) income, net of tax	(142,449)		24,864
Total comprehensive income	$	2,317,170	$	2,367,475

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

THE TJX COMPANIES, INC.

CONSOLIDATED ~~STATEMENTS OF COMPREHENSIVE INCOME~~

BALANCE SHEETS

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


	October 29, 2022		January 29, 2022		October 30, 2021
Assets
Current assets:
Cash and cash equivalents	$	3,364,678	$	6,226,765	$	6,791,596

Accounts receivable, net	570,865		517,623		615,119
Merchandise inventories	8,328,680		5,961,573		6,633,328
Prepaid expenses and other current assets	582,389		438,099		449,377
Federal, state and foreign income taxes recoverable	142,181		114,537		86,690
Total current assets	12,988,793		13,258,597		14,576,110
Net property at cost	5,572,720		5,270,827		5,165,250
Non-current deferred income taxes, net	173,564		184,971		193,583
Operating lease right of use assets	8,985,593		8,853,934		9,143,834
Goodwill	94,501		96,662		98,604
Other assets	613,279		796,467		893,605
Total assets	$	28,428,450	$	28,461,458	$	30,070,986
Liabilities
Current liabilities:
Accounts payable	$	4,993,269	$	4,465,427	$	5,443,007
Accrued expenses and other current liabilities	4,083,434		4,244,997		4,140,660
Current portion of operating lease liabilities	1,574,384		1,576,561		1,606,480
Current portion of long-term debt	499,764		—		—
Federal, state and foreign income taxes payable	82,778		181,155		138,586
Total current liabilities	11,233,629		10,468,140		11,328,733
Other long-term liabilities	906,736		1,015,720		1,013,537
Non-current deferred income taxes, net	74,178		44,175		69,053
Long-term operating lease liabilities	7,691,225		7,575,590		7,861,023
Long-term debt	2,857,999		3,354,841		3,353,866
Commitments and contingencies (See Note K)
Shareholders’ equity
Preferred stock, authorized 5,000,000 shares, par value $1, no shares issued	—		—		—
Common stock, authorized 1,800,000,000 shares, par value $1, issued and outstanding 1,156,263,970; 1,181,188,731 and 1,194,260,626 respectively	1,156,264		1,181,189		1,194,261
Additional paid-in capital	—		—		—
Accumulated other comprehensive loss	(829,599)		(687,150)		(581,207)
Retained earnings	5,338,018		5,508,953		5,831,720
Total shareholders’ equity	5,664,683		6,002,992		6,444,774
Total liabilities and shareholders’ equity	$	28,428,450	$	28,461,458	$	30,070,986

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

THE TJX COMPANIES, INC.

CONSOLIDATED ~~BALANCE SHEETS~~

STATEMENTS OF CASH FLOWS

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


	Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021
Cash flows from operating activities:
Net income	$	2,459,619	$	2,342,611
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	656,081		647,610
Loss on early extinguishment of debt	—		242,248
Impairment on equity investment	217,619		—
Loss on property disposals and impairment charges	6,664		526

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


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

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


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

Net cash (used in) financing activities	(2,715,495)		(4,888,533)
Effect of exchange rate changes on cash	(95,604)		(20,749)
Net (decrease) in cash and cash equivalents	(2,862,087)		(3,677,974)
Cash and cash equivalents at beginning of year	6,226,765		10,469,570
Cash and cash equivalents at end of period	$	3,364,678	$	6,791,596

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

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

SHAREHOLDERS’ EQUITY

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, July 30, 2022 1,161,887 $ 1,161,887 $ — $ (768,141) $ 5,002,903 $ 5,396,649
Net income — — — — 1,062,806 1,062,806
Other comprehensive (loss), net of tax — — — (61,458) — (61,458)
Cash dividends declared on common stock — — — — (341,614) (341,614)
Recognition of share-based compensation — — 36,378 — — 36,378
Issuance of common stock under stock incentive plan, and related tax effect 2,020 2,020 62,502 — — 64,522
Common stock repurchased and retired (7,643) (7,643) (98,880) — (386,077) (492,600)
Balance, October 29, 2022 1,156,264 $ 1,156,264 $ — $ (829,599) $ 5,338,018 $ 5,664,683


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

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

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

THE TJX COMPANIES, INC.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF SHAREHOLDERS’ EQUITY

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

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


	Thirty-Nine Weeks Ended
	Common Stock
	Shares	Par Value $1		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total
Balance, January 30, 2021	1,204,698	$	1,204,698	$	260,515	$	(606,071)	$	4,973,542	$	5,832,684
Net income	—	—		—		—		2,342,611		2,342,611

Other comprehensive income, net of tax	—	—		—		24,864		—		24,864
Cash dividends declared on common stock	—	—		—		—		(940,443)		(940,443)
Recognition of share-based compensation	—	—		156,575		—		—		156,575
Issuance of common stock under stock incentive plan, net of shares used to pay tax withholdings	5,764	5,764		116,465		—		(347)		121,882
Common stock repurchased and retired	(16,201)	(16,201)		(533,555)		—		(543,643)		(1,093,399)
Balance, October 30, 2021	1,194,261	$	1,194,261	$	—	$	(581,207)	$	5,831,720	$	6,444,774

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

THE TJX COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A. Basis of Presentation

and Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements and Notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These Consolidated Financial Statements and Notes thereto are unaudited and, in the opinion of management, reflect all normal recurring adjustments, accruals and deferrals among periods required to match costs properly with the related revenue or activity, considered necessary by The TJX Companies, Inc. (together with its subsidiaries, “TJX”) for a fair statement of its ~~financial statements~~Consolidated Financial Statements for the periods reported, all in conformity with GAAP consistently applied. Investments for which the Company exercises significant influence but does not have control are accounted for under the equity method. The Consolidated Financial Statements and Notes thereto should be read in conjunction with the audited ~~consolidated financial statements,~~Consolidated Financial Statements, including the related notes, contained in TJX’s Annual Report on Form10-K for the fiscal year ended January ~~28, 2017~~29, 2022 (“fiscal ~~2017”~~2022”).

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

The January ~~28, 2017~~29, 2022 balance sheet data was derived from audited ~~financial statements, but~~Consolidated Financial Statements and does not include all disclosures required by GAAP.

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, 2018~~January 28, 2023 (“fiscal ~~2018”~~2023”) and is a~~53-week~~ 52-week fiscal year. Fiscal ~~2017~~2022 was also a52-week fiscal year.

Fiscal 2024 will be a 53-week fiscal year and will end February 3, 2024.

Use of Estimates

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

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

Deferred Gift Card Revenue

The following table presents deferred gift card revenue activity:


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

TJX recognized $412 million in gift card revenue for the three months ended October 29, 2022 and $400 million in gift card revenue for the three months ended October 30, 2021. 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.

Supplemental cash flow information related to leases is as follows:


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

Future Adoption of New Accounting Standards

~~Revenue Recognition~~

~~In May 2014,~~

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 thousands October 29,
2022 January 29,
2022 October 30,
2021
Land and buildings $ 1,983,902 $ 1,911,569 $ 1,813,270
Leasehold costs and improvements 3,743,919 3,652,280 3,655,735
Furniture, fixtures and equipment 7,189,806 6,871,777 6,761,778
Total property at cost $ 12,917,627 $ 12,435,626 $ 12,230,783
Less: accumulated depreciation and amortization 7,344,907 7,164,799 7,065,533
Net property at cost $ 5,572,720 $ 5,270,827 $ 5,165,250

Depreciation expense was ~~$534.0~~$217 million for the three months ended October 29, 2022 and $215 million for the three months ended October 30, 2021. Depreciation expense was $651 million for the nine months ended October ~~28, 2017~~29, 2022 and ~~$484.5~~$640 million for the nine months ended October ~~29, 2016. Depreciation expense was $658.8~~30, 2021.

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


In thousands	Foreign Currency Translation		Deferred Benefit Costs		Cash Flow Hedge on Debt		Accumulated Other Comprehensive (Loss) Income
Balance, January 30, 2021	$	(441,532)	$	(164,802)	$	263	$	(606,071)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $207)	(46,715)		—		—		(46,715)

Recognition of net gains/losses on benefit obligations (net of taxes of $17,659)	—		(48,504)		—		(48,504)

Reclassifications from other comprehensive loss to net income:
Amortization of loss on cash flow hedge (net of taxes of $603)	—		—		(263)		(263)
Amortization of prior service cost and deferred gains/losses (net of taxes of $4,588)	—		14,403		—		14,403
Balance, January 29, 2022	$	(488,247)	$	(198,903)	$	—	$	(687,150)
Additions to other comprehensive loss:
Foreign currency translation adjustments (net of taxes of $8,803)	(154,405)		—		—		(154,405)
Reclassifications from other comprehensive loss to net income:


Amortization of prior service cost and deferred gains/losses (net of taxes of $4,353)	—		11,956		—		11,956
Balance, October 29, 2022	$	(642,652)	$	(186,947)	$	—	$	(829,599)

Note D. Capital Stock and Earnings Per Share

TJX repurchased and retired ~~4.9~~7.7 million shares of its common stock at a cost of ~~$350.0 million~~approximately $0.5 billion during the quarter ended October ~~28, 2017,~~29, 2022, on a “trade date” basis. During the nine months ended October ~~28, 2017,~~29, 2022, TJX repurchased and retired ~~16.9~~29.1 million shares of its common stock at a cost of ~~$1.25~~approximately $1.8 billion, on a “trade date” basis. TJX reflects stock repurchases in its consolidated financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of ~~$1.2~~$1.8 billion for ~~both~~ the nine months ended October ~~28, 2017~~29, 2022 and $1.1 billion for the nine months ended October ~~29, 2016.~~

30, 2021. These expenditures were funded by cash generated from current and prior period operations.

In February ~~2016, TJX~~2022, the Company announced that its Board of Directors had approved a new stock repurchase program that ~~authorized~~authorizes the repurchase of up to an additional ~~$2.0~~$3.0 billion of TJX common stock from time to time. Under this program ~~on a “trade date” basis through October 28, 2017,~~ TJX ~~repurchased 19.7 million shares of common stock at a cost of $1.5 billion. At October 28, 2017, $0.5~~had approximately $2.0 billion ~~remained~~ available for ~~purchase under this program.~~

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

29, 2022.

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

Earnings Per Share

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

   Thirteen Weeks Ended
In thousands, except per share data
   October 28,
2017    October 29,
2016
Basic earnings per share

Net income
   $ 641,436    $ 549,786
Weighted average common shares outstanding for basic EPS
   634,022    653,559
Basic earnings per share
   $ 1.01    $ 0.84
Diluted earnings per share

Net income
   $ 641,436    $ 549,786
Shares for basic and diluted earnings per share calculations:

Weighted average common shares outstanding for basic EPS
   634,022    653,559
Assumed exercise/vesting of:

Stock options and awards
   8,859    8,162




Weighted average common shares outstanding for diluted EPS
   642,881    661,721




Diluted earnings per share
   $ 1.00    $ 0.83

   Thirty-Nine Weeks Ended
In thousands, except per share data
   October 28,
2017    October 29,
2016
Basic earnings per share

Net income
   $ 1,730,672    $ 1,620,306
Weighted average common shares outstanding for basic EPS
   639,191    657,746
Basic earnings per share
   $ 2.71    $ 2.46
Diluted earnings per share

Net income
   $ 1,730,672    $ 1,620,306
Shares for basic and diluted earnings per share calculations:

Weighted average common shares outstanding for basic EPS
   639,191    657,746
Assumed exercise/vesting of:

Stock options and awards
   9,481    8,886




Weighted average common shares outstanding for diluted EPS
   648,672    666,632




Diluted earnings per share
   $ 2.67    $ 2.43

share:
Thirteen Weeks Ended Thirty-Nine Weeks Ended
Amounts in thousands, except per share amounts October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Basic earnings per share:
Net income $ 1,062,806 $ 1,023,000 $ 2,459,619 $ 2,342,611
Weighted average common shares outstanding for basic earnings per share calculation 1,160,763 1,200,661 1,168,608 1,203,718
Basic earnings per share $ 0.92 $ 0.85 $ 2.10 $ 1.95
Diluted earnings per share:
Net income $ 1,062,806 $ 1,023,000 $ 2,459,619 $ 2,342,611
Weighted average common shares outstanding for basic earnings per share calculation 1,160,763 1,200,661 1,168,608 1,203,718
Assumed exercise / vesting of stock options and awards 11,504 15,029 11,284 15,520
Weighted average common shares outstanding for diluted earnings per share calculation 1,172,267 1,215,690 1,179,892 1,219,238
Diluted earnings per share $ 0.91 $ 0.84 $ 2.08 $ 1.92
Cash dividends declared per share $ 0.295 $ 0.26 $ 0.885 $ 0.78

The weighted average common shares for the diluted earnings per share calculation ~~exclude~~excludes 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~~11.2 million 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 each of~~ the thirteen weeks and thirty-nine weeks ended October 29, ~~2016.~~

2022. There were 5.3 million such options excluded for the thirteen weeks and thirty-nine weeks ended October 30, 2021.

Note E. Financial Instruments

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

Diesel Fuel Contracts

TJX hedges portions of its estimated notional diesel fuel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing, ~~(and~~and the resulting per mile surcharges payable by ~~TJX)~~TJX, by setting a fixed price per gallon for the period being hedged. During fiscal ~~2017,~~2022, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for fiscal ~~2018. During~~2023, and during the first nine months of fiscal ~~2018,~~2023, TJX entered into agreements to hedge a portion of its estimated notional diesel fuel requirements for the first nine months of fiscal ~~2019.~~2024. The hedge agreements outstanding at October ~~28, 2017~~29, 2022 relate to approximately ~~51%~~50% of TJX’s estimated notional diesel fuel requirements for the remainder of fiscal ~~2018~~2023 and ~~approximately 34% of TJX’s estimated notional diesel requirements for~~ the first nine months of fiscal ~~2019.~~2024. These diesel fuel hedge agreements will settle throughout ~~the remainder of~~ fiscal ~~2018~~2023 and throughout the first ten months of fiscal ~~2019.TJX~~2024. TJX elected not to apply hedge accounting ~~rules~~ to these contracts.

Foreign Currency Contracts

TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations ~~at TJX International (United Kingdom, Ireland, Germany, Poland, Austria, The Netherlands and Australia), TJX Canada (Canada), Marmaxx (U.S.) and HomeGoods (U.S.)~~ in currencies other than their respective functional currencies. ~~These contracts typically have a term of twelve months or less.~~ The contracts outstanding at October ~~28, 2017~~29, 2022 cover ~~a portion of such actual and anticipated~~ merchandise purchases ~~throughout~~ the ~~remainder of fiscal 2018 and throughout~~Company 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. All merchandise~~U.K. Merchandise is purchased centrally in the U.K. and then shipped and billed to the retail entities in other countries. This intercompany billing to TJX’s European businesses’ Euro denominated operations creates exposure to the central buying entity for changes in the exchange rate between the Euro and British Pound. ~~The inflow~~A portion of the inflows of Euros to the central buying entity provides a natural hedge for merchandise purchased from third-party vendors that is denominated in Euros. 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 ~~this~~any excess Euro exposure each month and enters into forward contracts of approximately 30 ~~days~~days' duration to mitigate ~~the~~this exposure. ~~TJX elected not to apply hedge accounting rules to these contracts.~~

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

~~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


   zł    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
   zł    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

~~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


   zł    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 )
   zł    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

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


   zł 57,073    C$ 19,606    0.3435    Prepaid Exp    $ 199    $ —   $ 199
   zł 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
   zł 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

2022:
In thousands Pay Receive Blended
Contract
Rate Balance Sheet
Location Current
Asset
U.S.$ Current
(Liability)
U.S.$
Net Fair
Value in
U.S.$ at
October 29,
2022
Fair value hedges:
Intercompany balances, primarily debt related:
€ 60,000 £ 51,156 0.8526 (Accrued Exp) $ — $ (794) $ (794)
A$ 170,000 U.S.$ 119,579 0.7034 Prepaid Exp 10,612 — 10,612
U.S.$ 74,646 £ 55,000 0.7368 (Accrued Exp) — (11,295) (11,295)
£ 200,000 U.S.$ 246,811 1.2341 Prepaid Exp / (Accrued Exp) 20,765 (4,074) 16,691
€ 200,000 U.S.$ 217,236 1.0862 Prepaid Exp / (Accrued Exp) 17,655 (547) 17,108
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts
Fixed on
3.1M – 3.9M
gal per month
Float on
3.1M – 3.9M
gal per month
N/A Prepaid Exp 18,365 — 18,365
Intercompany billings in TJX International, primarily merchandise related:
€ 222,000 £ 194,677 0.8769 Prepaid Exp 4,170 — 4,170
Merchandise purchase commitments:
C$ 710,029 U.S.$ 542,000 0.7633 Prepaid Exp / (Accrued Exp) 22,308 (459) 21,849
C$ 16,101 € 12,000 0.7453 Prepaid Exp / (Accrued Exp) 151 (39) 112
£ 388,909 U.S.$ 474,500 1.2201 Prepaid Exp / (Accrued Exp) 29,735 (2,977) 26,758
A$ 79,273 U.S.$ 54,250 0.6843 Prepaid Exp 3,600 — 3,600
zł 614,000 £ 108,039 0.1760 (Accrued Exp) — (2,806) (2,806)
U.S.$ 87,699 € 84,500 0.9635 Prepaid Exp / (Accrued Exp) 263 (3,953) (3,690)
Total fair value of derivative financial instruments $ 127,624 $ (26,944) $ 100,680

The following is ~~the~~a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 29, 2022:


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

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


In thousands		Pay	Receive		Blended Contract Rate	Balance Sheet Location	Current Asset U.S.$		Current (Liability) U.S.$		Net Fair Value in U.S.$ at October 30, 2021
Fair value hedges:
Intercompany balances, primarily debt related:
	zł	45,000	£	8,846	0.1966	Prepaid Exp	$	780	$	—	$	780
	€	60,000	£	50,815	0.8469	(Accrued Exp)	—		(340)		(340)
	A$	170,000	U.S.$	127,603	0.7506	Prepaid Exp / (Accrued Exp)	1,866		(2,075)		(209)
	U.S.$	75,102	£	55,000	0.7323	Prepaid Exp	54		—		54

	€	200,000	U.S.$	239,776	1.1989	Prepaid Exp	6,957		—		6,957

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


Merchandise purchase commitments:
	C$	608,976	U.S.$	488,000	0.8013	Prepaid Exp / (Accrued Exp)	1,566		(5,909)		(4,343)
	C$	27,997	€	19,000	0.6786	(Accrued Exp)	—		(574)		(574)
	£	344,793	U.S.$	477,600	1.3852	Prepaid Exp / (Accrued Exp)	7,321		(732)		6,589
	A$	57,829	U.S.$	42,500	0.7349	(Accrued Exp)	—		(986)		(986)
	zł	442,000	£	82,252	0.1861	Prepaid Exp / (Accrued Exp)	1,349		(85)		1,264

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

The impact of derivative financial instruments on the ~~statements~~Consolidated Statements of ~~income for the periods shown:~~

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

Location of Gain (Loss)
Recognized in Income by
Derivative
   October 28, 2017 October 29, 2016
Fair value hedges:

Intercompany balances, primarily debt and related interest
   Selling, general and administrative expenses    $ (1,454 ) $ (10,549 )
Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts
   Cost of sales, including buying and occupancy costs    4,947 4,241
Intercompany billings in Europe, primarily merchandise related
   Cost of sales, including buying and occupancy costs    328 (5,911 )
Merchandise purchase commitments
   Cost of sales, including buying and occupancy costs    13,336 23,105


Gain recognized in income
      $ 17,157 $ 10,886

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

Location of Gain (Loss)
Recognized in Income by
Derivative
   October 28, 2017 October 29, 2016
Fair value hedges:

Intercompany balances, primarily debt and related interest
   Selling, general and administrative expenses    $ (3,820 ) $ (23,835 )
Economic hedges for which hedge accounting was not elected:

Diesel fuel contracts
   Cost of sales, including buying and occupancy costs    3,630 3,012
Intercompany billings in Europe, primarily merchandise related
   Cost of sales, including buying and occupancy costs    (3,116 ) (14,987 )
Merchandise purchase commitments
   Cost of sales, including buying and occupancy costs    (20,829 ) 15,826


Loss recognized in income
      $ (24,135 ) $ (19,984 )

Income is presented below:
Amount of Gain (Loss) Recognized
in Income by Derivative

Location of Gain (Loss)
Recognized in Income by
Derivative
Thirteen Weeks Ended Thirty-Nine Weeks Ended
In thousands October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Fair value hedges:
Intercompany balances, primarily debt related Selling, general and administrative expenses $ 23,328 $ 7,750 $ 56,684 $ 20,303
Economic hedges for which hedge accounting was not elected:
Diesel fuel contracts Cost of sales, including buying and occupancy costs (491) 9,908 53,038 30,754
Intercompany billings in TJX International, primarily merchandise related Cost of sales, including buying and occupancy costs (6,004) 887 (6,122) 4,432
Merchandise purchase commitments Cost of sales, including buying and occupancy costs 65,215 3,760 113,609 (499)
Gain recognized in income $ 82,048 $ 22,305 $ 217,209 $ 54,990

Note F. Fair Value Measurements

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


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


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


Level 3:						Unobservable inputs for the asset or liability

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

In thousands
   October 28,
2017    January 28,
2017    October 29,
2016
Level 1

Assets:

Executive Savings Plan investments
   $ 231,618    $ 195,733    $ 185,042
Level 2

Assets:

Short-term investments
   $ 511,618    $ 543,242    $ 450,804
Foreign currency exchange contracts
   11,884    6,018    29,925
Diesel fuel contracts
   5,226    2,183    1,485
Liabilities:

Foreign currency exchange contracts
   $ 11,280    $ 7,256    $ 28,766

In thousands October 29,
2022 January 29,
2022 October 30,
2021
Level 1
Assets:
Executive Savings Plan investments $ 342,621 $ 387,666 $ 405,290
Level 2
Assets:
Foreign currency exchange contracts $ 109,259 $ 21,443 $ 19,893
Diesel fuel contracts 18,365 23,649 22,095
Liabilities:
Foreign currency exchange contracts $ 26,944 $ 3,292 $ 12,359

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, 2017~~29, 2022 was ~~$2.20~~$2.5 billion compared to a carrying value of ~~$2.23~~$2.9 billion primarily due to the recent increase in interest rates. The fair value of the current portion of long-term debt as of October 29, 2022 was $0.5 billion compared to a carrying value of $0.5 billion. The fair value of long-term debt as of January ~~28, 2017~~29, 2022 was ~~$2.17~~$3.5 billion compared to a carrying value of ~~$2.23~~$3.4 billion. The fair value of long-term debt as of October ~~29, 2016~~30, 2021 was ~~$2.25~~$3.6 billion compared to a carrying value of ~~$2.23~~$3.4 billion. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.

For additional information on long-term debt, see Note I—Long-Term Debt and Credit Lines.

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

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

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

Note G. Segment Information

TJX operates four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com) and the HomeGoods segment (HomeGoods, Homesense, and ~~Homesense)~~homegoods.com) both operate in the United States, the TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in Europe and T.K. Maxx in Australia. ~~TJX also~~In addition to the Company’s four main business segments, Sierra operates ~~Sierra Trading Post (“STP”), anoff-price~~ ~~Internet retailer that operates sierratradingpost.com and~~ retail stores and sierra.com in the U.S. The results of ~~STP~~Sierra are included in the Marmaxx segment.

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

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

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

   Thirteen Weeks Ended
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

Thirteen Weeks Ended Thirty-Nine Weeks Ended
In thousands October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Net sales:
In the United States:
Marmaxx $ 7,454,907 $ 7,213,681 $ 21,562,396 $ 21,203,098
HomeGoods 1,947,490 2,253,567 5,839,588 6,478,584
TJX Canada 1,285,049 1,301,272 3,615,283 3,088,357
TJX International 1,478,840 1,763,370 4,398,501 3,925,575
Total net sales $ 12,166,286 $ 12,531,890 $ 35,415,768 $ 34,695,614
Segment profit:
In the United States:
Marmaxx $ 1,002,722 $ 989,560 $ 2,840,121 $ 2,828,590
HomeGoods 172,741 262,640 344,342 696,768
TJX Canada 203,191 168,558 527,581 358,821
TJX International 98,445 127,074 216,292 78,972
Total segment profit 1,477,099 1,547,832 3,928,336 3,963,151
General corporate expense 118,315 148,123 384,276 472,167
Impairment on equity investment — — 217,619 —
Loss on early extinguishment of debt — — — 242,248
Interest (income) expense, net (427) 20,674 29,365 94,023
Income before income taxes $ 1,359,211 $ 1,379,035 $ 3,297,076 $ 3,154,713

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 Plan Unfunded Plan
Thirteen Weeks Ended Thirteen Weeks Ended
In thousands October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Service cost $ 11,946 $ 11,900 $ 238 $ 309
Interest cost 14,806 13,073 1,018 764
Expected return on plan assets (22,236) (24,017) — —
Amortization of net actuarial loss and prior service cost 5,050 3,358 952 1,076
Total expense $ 9,566 $ 4,314 $ 2,208 $ 2,149
Funded Plan Unfunded Plan
Thirty-Nine Weeks Ended Thirty-Nine Weeks Ended
In thousands October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Service cost $ 36,282 $ 36,837 $ 1,693 $ 1,819
Interest cost 43,658 39,073 2,880 2,324
Expected return on plan assets (66,693) (72,001) — —
Amortization of net actuarial loss and prior service cost 13,600 10,858 2,709 3,385
Total expense $ 26,847 $ 14,767 $ 7,282 $ 7,528

TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80% of the applicable pension liability (the ~~funding target~~Funding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of ~~TJX’s~~ nonqualified plans under the Internal Revenue Code. ~~TJX~~The Company does not anticipate any required funding in fiscal ~~2018~~2023 for the funded plan. ~~TJX~~The Company anticipates making ~~payments~~contributions of ~~$4.1~~$4 million to provide current benefits coming due under the unfunded plan in fiscal ~~2018.~~

2023.

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

During the third quarter of fiscal 2017, TJX offered eligible, former TJX Associates, who had not yet commenced receiving their pension benefit, an opportunity to receive a lump sum payout of their vested pension benefit. As a result, the Company’s pension plan paid $103.2 million from pension plan assets to those who accepted the offer, thereby reducing its pension benefit obligations. The transaction had no cash impact on TJX but did result in a~~non-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 a~~pre-tax~~ ~~benefit of $5.5 million in the first quarter of fiscal 2017.~~

Note I. Long-Term Debt and Credit Lines

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

In thousands
   October 28,
2017    January 28,
2017    October 29,
2016
General corporate debt:

2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $245 at October 28, 2017, $278 at January 28, 2017 and $289 at October 29, 2016)
   $ 499,755    $ 499,722    $ 499,711
2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $269 at October 28, 2017, $325 at January 28, 2017 and $344 at October 29, 2016)
   749,732    749,675    749,656
2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $6,590 at October 28, 2017, $7,149 at January 28, 2017 and $7,336 at October 29, 2016)
   993,410    992,851    992,664
Debt issuance cost
   (13,042 )    (14,649 )    (15,118 )






Long-term debt
   $ 2,229,855    $ 2,227,599    $ 2,226,913

~~On September 12, 2016, TJX issued $1.0~~
In thousands October 29,
2022 January 29,
2022 October 30,
2021
General corporate debt:
2.500% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $22 at October 29, 2022, $56 at January 29, 2022 and $67 at October 30, 2021) $ 499,978 $ 499,944 $ 499,933
2.250% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $2,860 at October 29, 2022, $3,419 at January 29, 2022 and $3,606 at October 30, 2021) 997,140 996,581 996,394
1.150% senior unsecured notes, maturing May 15, 2028 (effective interest rate of 1.18% after reduction of unamortized debt discount of $715 at October 29, 2022, $811 at January 29, 2022, and $843 at October 30, 2021) 499,285 499,189 499,157
3.875% senior unsecured notes, maturing April 15, 2030 (effective interest rate of 3.89% after reduction of unamortized debt discount of $460 at October 29, 2022, $506 at January 29, 2022 and $522 at October 30, 2021) 495,390 495,344 495,328
1.600% senior unsecured notes, maturing May 15, 2031 (effective interest rate of 1.61% after reduction of unamortized debt discount of $507 at October 29, 2022, $551 at January 29, 2022, and $566 at October 30, 2021) 499,493 499,449 499,434
4.500% senior unsecured notes, maturing April 15, 2050 (effective interest rate of 4.52% after reduction of unamortized debt discount of $2,075 at October 29, 2022, $2,132 at January 29, 2022 and $2,151 at October 30, 2021) 383,424 383,367 383,348
Total debt 3,374,710 3,373,874 3,373,594
Current maturities of long-term debt, net of debt issuance costs (499,764) — —
Debt issuance costs (16,947) (19,033) (19,728)
Long-term debt $ 2,857,999 $ 3,354,841 $ 3,353,866

The Company has two revolving credit facilities, a $1 billion ~~aggregate principal amount of 2.25%ten-year~~ ~~notes due September~~senior unsecured revolving credit facility maturing in June 2026 ~~all of which was outstanding at October 28, 2017. TJX entered into~~(the “2026 Revolving Credit Facility”) and a rate-lock agreement to hedge $700 million of the 2.25% notes. The cost of these agreements are being amortized to interest expense over the term of the notes resulting in an effective fixed rate of 2.36%. On October 12, 2016, TJX used a portion of the proceeds from the 2.25%~~ten-year~~ ~~notes to redeem all outstanding 6.95%ten-year~~ ~~notes and recorded apre-tax~~ ~~loss on the early extinguishment of debt of $51.8 million, which includes $50.6 million of redemption premium and $1.2 million to write off unamortized debt expenses and discount.~~

~~At October 28, 2017, TJX also had outstanding $500 million aggregate principal amount of 2.50%ten-year~~ notes due May 2023 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, resulting in an effective fixed interest rate of 2.57% for the 2.50% notes. TJX also entered into rate-lock agreements to hedge the underlying treasury rate of all of the 2.75% notes prior to their issuance. The agreements were accounted for as cash flow hedges and the~~pre-tax~~ realized loss of $7.9 million was recorded as a component of other comprehensive income and is being amortized to interest expense over the term of the notes, resulting in an effective fixed interest rate of 2.91%.

~~At October 28, 2017, TJX had two~~ $500 million revolving credit ~~facilities, one which~~facility that matures in ~~March 2020 and one which matures in March 2022. At October 28, 2017,~~May 2024 (the “2024 Revolving Credit Facility”). Under these credit facilities, the ~~agreements~~Company has maintained a borrowing capacity of $1.5 billion. The terms of these revolving credit facilities require quarterly payments ~~of 6.0 basis points per annum~~ on the committed ~~amounts for both agreements. This~~amount and payment of interest on borrowings at rates based on LIBOR or a base rate isplus a variable margin, in each case based on the ~~credit ratings of TJX’s~~Company’s long-term debt ratings. The 2024 Revolving Credit Facility requires usage fees based on total credit extensions under the facility. As of October 29, 2022, January 29, 2022 and ~~would vary with specified changes in~~October 30, 2021, there were no amounts outstanding under any of the ~~credit ratings. These agreements had no compensating balance requirements and had various covenants.~~Company’s facilities. Each of these facilities require TJX to maintain a ratio of funded debt ~~and four-times consolidated rentals~~ to ~~consolidated~~ earnings before interest, taxes, depreciation and amortization and ~~consolidated~~ rentals ~~(“EBITDAR”)~~(EBITDAR) of not more than ~~2.75~~3.50 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at ~~October 28, 2017, January 28, 2017 and October 29, 2016.~~ the end of all periods presented.

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

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

Note J. Income Taxes

The effective income tax rate was 21.8% for the third quarter of fiscal 2023 and 25.8% for the third quarter of fiscal 2022. The effective income tax rate was ~~37.1%~~25.4% for the first nine months of fiscal ~~2018~~2023 and 25.7% for the first nine months of fiscal 2022. The decrease in the third quarter and ~~38.2% for the~~first nine months of fiscal ~~2017 third quarter. The~~2023 effective income tax rate ~~was 36.9% for the nine months ended October 28, 2017 as compared to 38.4% for last year’s comparable period. The decrease in the effective income tax rate was~~is 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~~$54 million benefit from the ~~third quarter and 1.5 percentage points for~~completion of the ~~nine months ended October 28, 2017. The~~divestiture of our minority investment in Familia, the change of jurisdictional mix of ~~income also contributed to~~profits and losses and the ~~change~~resolution of ~~the effective income~~various tax ~~rate.~~

matters, partially offset by a reduction of excess tax benefits from share-based compensation.

TJX had net unrecognized tax benefits of ~~$41.2 million as of October 28, 2017, $38.5 million as of January 28, 2017 and $37.4~~$262 million as of October 29, ~~2016.~~

2022, $288 million as of January 29, 2022 and $287 million as of October 30, 2021.

TJX is subject to U.S. federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In the U.S., and India, fiscal years through 2010 ~~are no longer subject to examination. In Canada, fiscal years through 2008~~ are no longer subject to examination. In all other jurisdictions, fiscal years through ~~2009~~2011 are no longer subject to examination.

TJX’s accounting policy ~~classifies~~is to classify interest and penalties related to income tax matters as part of income tax expense. The ~~total~~ accrued ~~amount on the balance sheets~~amounts for interest and penalties on the Consolidated Balance Sheets was ~~$8.5 million as of October 28, 2017, $8.0 million as of January 28, 2017 and $7.8~~$37 million as of October 29, ~~2016.~~

2022, $43 million as of January 29, 2022 and $43 million as of October 30, 2021.

Based on the ~~outcome~~final resolution of tax examinations, or judicial or administrative proceedings, changes in facts or ~~as a result~~law, expirations of ~~the expiration of statute~~statutes of limitations in specific jurisdictions or other resolutions of, or changes in, tax positions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those ~~presented in~~represented on the consolidated financial ~~statements.~~statements as of October 29, 2022. During the next 12 months, it is reasonably possible that tax ~~examinations of prior years’ tax returns or judicial or administrative proceedings that reflect such positions taken by TJX~~audit resolutions may ~~be finalized. As a result, the total net amount of~~reduce unrecognized tax benefits ~~may decrease,~~by up to $41 million, which would reduce the provision for taxes on ~~earnings, by a range of zero to $15 million.~~

earnings.

Note K. Contingent Obligations, Contingencies, and ~~Contingencies~~

Commitments

Contingent Contractual Obligations

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

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

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 as~~including title to assets sold, specified environmental matters or certain income taxes. These obligations are ~~often~~sometimes limited in time ~~and~~or amount. There are no amounts reflected in ~~our balance sheets~~the Company’s Consolidated Balance Sheets with respect to these contingent obligations.

Legal Contingencies

TJX is subject to certain legal proceedings, lawsuits, disputes and claims that arise from time to time in the ordinary course of ~~our~~its business. ~~In addition,~~ TJX is a defendant in several lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former salaried and hourly associates in the U.S. The lawsuits allege violations of the Fair Labor Standards Act and of state wage and hour and other labor statutes, including alleged misclassification of positions as exempt from overtime, alleged entitlement to additional wages for alleged~~off-the-clock~~ work by hourly employees and alleged failure to pay all wages due upon termination. TJX is also a defendant in lawsuits filed in federal courts brought as putative class actions on behalf of customers relating to TJX’s compare at pricing. The lawsuits are in various procedural stages and seek unspecified monetary damages, injunctive relief and attorneys’ fees. In connection with ongoing litigation, anhas accrued immaterial ~~amount has been accrued~~amounts in the accompanying ~~financial statements.~~

Consolidated Financial Statements for certain of its legal proceedings.

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

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

~~Compared to~~

Operations

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

~~Overview~~

2022

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

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 ~~sell~~do this by selling a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price retailers’ (including department, specialty, and ~~specialty store~~major online retailers) regular prices on comparable merchandise, every ~~day.~~day through our stores and five distinctive branded e-commerce sites. We operate over ~~4,000~~4,700 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com) and HomeGoods (which operates HomeGoods, Homesense and ~~Homesense)~~homegoods.com); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, Homesense and tkmaxx.com in Europe, and T.K. Maxx in Australia). ~~We also operate~~In addition to our four main segments, Sierra ~~Trading Post (“STP”), anoff-price~~ ~~Internet retailer that~~ operates ~~sierratradingpost.com and~~ retail stores and sierra.com in the U.S. The results of ~~STP~~Sierra are ~~reported~~included in ~~our~~the Marmaxx segment.

~~Results of Operations~~

~~Highlights~~

RESULTS OF OPERATIONS

As an overview of our financial performance, results for the quarter ended October 29, 2022 include the following:

–Net sales decreased 3% to $12.2 billion for the third quarter ~~ended October 28, 2017 include the following:~~

~~Net sales increased 6% to $8.8 billion for the~~of fiscal ~~2018 third quarter over~~2023 versus last year’s third quarter sales of ~~$8.3~~$12.5 billion. AtOn a constant currency basis, net sales were flat. As of October ~~28, 2017,~~29, 2022, the number of stores in operation increased 7%2% and selling square footage increased 5%2% compared to the end of the third quarter of fiscal ~~2017 third quarter.~~2022.

~~Same~~–U.S. comp store sales ~~were flat in~~decreased2% for the third quarter of fiscal ~~2018 compared to an increase of 5% in~~2023. U.S. open-only comp store sales increased 16% for the third quarter of fiscal ~~2017. Same~~2022. See Net Sales below for definition of both U.S. comp store sales ~~reflect an increase in customer traffic, offset by a decrease in~~and U.S. open-only comp store sales.

–Net sales decreased 1% for TJX Canada and decreased 16% for TJX International for the ~~value of the average transaction. We believe the hurricanes and unseasonably warm weather in parts of the U.S. had a negative impact on~~ third quarter ~~sales.~~of fiscal 2023. On a constant currency basis, net sales increased 4% for TJX Canada and decreased 1% for TJX International.

–Diluted earnings per share for the third quarter of fiscal ~~2018~~2023 were ~~$1.00~~$0.91 versus ~~$0.83 per share~~$0.84 in the third quarter of fiscal ~~2017. Foreign currency had a $0.04 positive impact on earnings per share for the~~2022. The third quarter of fiscal ~~2018 compared with~~2023 included a ~~neutral~~$0.05 positive impact ~~on earnings per share for~~due to a $54 million tax benefit from the ~~third quarter~~completion of ~~fiscal 2017. The fiscal 2017 third quarter includes~~ the ~~impact~~divestiture of ~~an early extinguishment of debt charge and a pension settlement charge, which collectively reduced earnings per share by $.08 per share.~~our minority investment in Familia.

~~Ourpre-tax~~–Pre-tax profit margin (the ratio ofpre-tax income to net sales) for the third quarter of fiscal ~~2018~~2023 was ~~11.6%~~11.2%, which was a 0.2 percentage point increase compared with ~~10.7%~~11.0% 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.~~2022.

–Our cost of sales ratio, including buying and occupancy costs, ~~ratio~~ for the third quarter of fiscal ~~2018~~2023 was ~~70.2%~~70.9%, a ~~0.3~~0.4 percentage point ~~decrease~~increase compared towith 70.5% in 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 costs and expense deleverage on the flat consolidated comparable store sales.~~fiscal 2022.

–Our selling, general and administrative (“SG&A”) expense ratio for the third quarter of fiscal ~~2018~~2023 was ~~18.1%~~18.0%, ~~up 0.5~~a 0.3 percentage ~~points~~point decrease compared towith 18.3% in the ~~prior year’s~~ third quarter ~~ratio. The increase in the ratio was primarily due to expenses from hurricanes and wage increases.~~of fiscal 2022.

–Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding oure-commerce ~~businesses, decreased 2%~~ sites and Sierra stores, were up 27% on a reported basis and 4%31% on a constant currency basis at the end of the third quarter of fiscal ~~2018 as compared to the prior year’s third quarter.~~2023.

–During the third quarter of fiscal 2023, we returned ~~$547 million~~over $0.8 billion to our shareholders through share repurchases and dividends.

Operating Results as a Percentage of Net Sales

The following ~~is a discussion of~~table sets forth our consolidated operating results ~~followed by~~as a ~~discussion~~percentage of ~~our segment operating results.~~

net sales:
Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29,
2022 October 30,
2021 October 29,
2022 October 30,
2021
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales, including buying and occupancy costs 70.9 70.5 71.8 71.0
Selling, general and administrative expenses 18.0 18.3 18.2 19.0
Impairment on equity investment — — 0.6 —
Loss on early extinguishment of debt — — — 0.7
Interest (income) expense, net — 0.2 0.1 0.3
Income before provision for income taxes*
11.2 % 11.0 % 9.3 % 9.1 %

*Figures may not foot due to rounding.

Net ~~sales:~~~~Consolidated net~~Sales

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.~~2022 totaled $12.2 billion, a 3% decrease versus third quarter fiscal 2022 net sales of $12.5 billion. The ~~increase reflected~~decrease reflects a ~~5% increase from new store sales and a 1% positive~~3% negative impact from foreign currency exchange ~~rates. This increase compares to~~rates and a 2% decrease in U.S. comp store sales, ~~growth of 7% in last year’s third quarter, which reflected~~partially offset by a 5%2% increase from ~~same~~non-comp store sales. Net sales from our e-commerce sites combined amounted to less than 3% of total sales for each of the third quarters of fiscal 2023 and fiscal 2022.

Net sales for the nine months ended October 29, 2022 totaled $35.4 billion, a 2% increase versus the first nine months of fiscal 2022 net sales of $34.7 billion. The increase includes a 6% increase in non-comp store sales, which reflects a ~~4% increase~~fully open store base for the nine-month period compared to temporary store closures of 6% for the first nine months of fiscal 2022. This was partially offset by a 2% decrease in ~~new~~U.S. comp store sales ~~offset by~~and a 2% negative impact from foreign currency exchange rates.

~~Consolidated net~~ Net sales from our e-commerce sites combined amounted to less than 3% of total sales for the first nine months of both fiscal 2023 and fiscal 2022.

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

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

There remains significant uncertainty in the ~~nine-month period~~current macro-economic environment, driven by inflationary pressures, as well as ongoing industry-wide supply chain issues. These factors have impacted, and are expected to continue to impact, consumer discretionary spending and many of ~~fiscal 2017, which reflected a 5% increase~~the costs in ~~same store sales and a 4% increase from new store sales, offset by a 1% negative impact from foreign currency exchange rates.~~

our business.

As of October ~~28, 2017,~~29, 2022, our ~~consolidated~~ store count increased 7%2% and selling square footage increased 5%2% compared to the end of the third quarter last year.

~~Consolidated same~~

Definition of Comp Store Sales

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

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

~~We define same~~or comp store sales, to be sales of ~~those~~ stores that we have ~~operated~~been in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation. ~~The~~We calculate comp store sales ~~of Sierra Trading Post (including stores), tjmaxx.com~~on a 52-week basis by comparing the current and ~~tkmaxx.com (oure-commerce~~ ~~businesses)~~prior year weekly periods that are ~~not included~~most closely aligned. Relocated stores and stores that have changed in ~~same store sales. We classify a store as a new store until it meets~~size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated comp percentage is immaterial.

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

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

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

–Sales from our e-commerce sites

We determine which stores are included in the ~~same~~comp store sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended ~~period. In the third quarter of~~period during that fiscal 2018, 37 stores, mostly in Puerto Rico, that were significantly impacted by the hurricanes were excluded from same store sales. These stores will be treated similarly to new stores and excluded from the same store sales measures until they again meet the same store sales criteria. We calculate same store sales results by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have increased in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated same store percentage is immaterial. Sameyear.

Comp store sales of our foreign segments are calculated by translating the current year’s ~~same~~comp store sales ~~of our foreign segments at the same exchange rates used in~~using 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.

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

We define customer traffic to be the number of transactions in stores ~~included in the same store sales calculation~~ and ~~define~~ average ticket to be the average retail price of the units ~~sold at these stores.~~sold. We define average transaction or average basket to be the average dollar value of ~~transactions included in~~transactions.

Open-Only Comp Store Sales

Due to the ~~same~~temporary closing of stores as a result of the COVID-19 pandemic, our historical definition of comp store sales ~~calculation.~~

~~The following table sets forth certain information about our consolidated operating results~~was not applicable for fiscal 2022. In order to provide a performance indicator for its stores, during fiscal 2022, we temporarily reported open-only comp store sales. Open-only comp store sales included stores initially classified as ~~a percentage~~comp stores at the beginning of ~~net~~fiscal 2021. This measure reported the sales increase or decrease of these stores for the days the stores were open in fiscal 2022 against sales for the ~~following periods:~~

   Percentage of Net Sales
  Thirteen Weeks Ended
October 28, 2017 Percentage of Net Sales
  Thirteen Weeks Ended
October 29, 2016
Net sales
   100.0 % 100.0 %


Cost of sales, including buying and occupancy costs
   70.2 70.5
Selling, general and administrative expenses
   18.1 17.6
Loss on early extinguishment of debt
   —   0.6
Pension settlement charge
   —   0.4
Interest expense, net
   0.1 0.2


Income before provision for income taxes*
   11.6 % 10.7 %

*	~~Figures may not foot due to rounding~~

   Percentage of Net Sales
Thirty-Nine Weeks Ended
October 28, 2017 Percentage of Net Sales
Thirty-Nine Weeks Ended
October 29, 2016
Net sales
   100.0 % 100.0 %


Cost of sales, including buying and occupancy costs
   70.9 70.7
Selling, general and administrative expenses
   18.0 17.7
Loss on early extinguishment of debt
   —   0.2
Pension settlement charge
   —   0.1
Interest expense, net
   0.1 0.1


Income before provision for income taxes*
   11.0 % 11.1 %

*	~~Figures may not foot due to rounding~~

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

Impact of ~~foreign currency exchange rates~~:Foreign Currency Exchange Rates

Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies. ~~Two ways in which~~We specifically refer to “foreign currency” as the impact of translational foreign currency exchange ~~rates affect our reported results are~~and 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 a~~mark-to-market~~ ~~gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of 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. 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.~~

~~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’s~~division's local ~~currency.~~ currency, which is referred to as “transactional foreign exchange,” and also described below.

Translation Foreign Exchange

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

Mark-to-Market Inventory Derivatives

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

Transactional Foreign Exchange

When discussing the impact on our results of the effect of foreign currency exchange rates on ~~such~~certain transactions, we refer to it as “transactional foreign ~~exchange.”~~

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

Cost of ~~sales, including buying~~Sales, Including Buying and ~~occupancy costs:~~Occupancy Costs

Cost of sales, including buying and occupancy costs, as a percentage of net sales ~~decreased by 0.3 percentage points to 70.2%~~was 70.9% for the third quarter of fiscal ~~2018 as compared to last year’s ratio. The decrease~~2023, an increase of 0.4 percentage points over 70.5% for the third quarter of fiscal of 2022.

Cost of sales, including buying and occupancy costs, as a percentage of net sales 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. These improvements were partially offset by expense deleverage on the flat same store sales and an increase in consolidated distribution center costs. The 0.2 percentage point increase to 70.9%71.8% for the first nine months of fiscal ~~2018 was driven by~~2023, an increase ~~in consolidated distribution center costs. Our~~of 0.8 percentage points over 71.0% for the first nine months of fiscal of 2022.

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

The increase in the ~~impact~~cost of ~~processing~~sales ratio, including buying and occupancy costs, for the first nine months of fiscal 2023 was primarily attributable to lower merchandise margin and investments in supply chain. Within merchandise margin, strong markon was more ~~units~~than offset by approximately 1.8 percentage points of incremental freight costs as well as ~~additional investments in the supply chain network.~~

higher markdowns.

Selling, ~~general~~General and ~~administrative expenses:~~ ~~Selling, general and administrative~~Administrative Expenses

SG&A expenses, as a percentage of net sales, were ~~18.1% in~~18.0% for the third quarter of fiscal ~~2018, up 0.5 percentage point over last year’s ratio, and increased by~~2023, a decrease of 0.3 percentage points ~~to 18.0%~~from last year’s third quarter ratio of 18.3%.

SG&A expenses, as a percentage of net sales, were 18.2% for the first nine months ~~ended October 28, 2017 as compared to~~of fiscal 2023, a decrease of 0.8 percentage points from last year’s first nine months ratio of 19.0%.

The decrease in the ~~same period last year. The increase~~SG&A ratio 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 a~~pre-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 a~~non-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~~fiscal 2023 was primarily driven by lower store payroll costs due to a reduction in COVID-related costs as well as lower incentive compensation costs, partially offset by higher store wages. The decrease in the SG&A ratio for the ~~third~~first nine months of fiscal 2023 was primarily driven by store payroll due to a reduction of COVID-related costs.

Impairment on Equity Investment

During the first quarter ended April 30, 2022, due to the Russian invasion of Ukraine, we announced that we had committed to divesting our minority investment in Familia, an off-price retailer of apparel and home fashions domiciled in Luxembourg that operates stores in Russia. As a result, we performed an impairment analysis and concluded that there was an other-than-temporary impairment of this investment. We recorded an impairment charge of $218 million representing the entire carrying value of the investment in the first quarter of fiscal 2023. We completed the divestiture of this investment during the quarter ended October ~~28, 2017 and decreased $6.4~~29, 2022, resulting in a $54 million ~~for the nine months ended October 28, 2017 as compared to the same periods last year.~~ tax benefit.

Interest Expense, net

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

Net interest expense decreased for both the third quarter of fiscal 2023 and the nine months ended October 29, 2022 compared to the same periods in fiscal 2022, primarily due to the $2.75 billion pay down of outstanding debt during fiscal 2022 as well as an increase in interest income over the same periods.

Provision for Income Taxes

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

The decrease in the third quarter and first nine months of fiscal ~~2018, the reduction in net interest expense was driven by additional interest income, primarily due to an increase in invested balances and higher rates of return.~~

~~Income taxes:~~ ~~The~~2023 effective income tax rate was 37.1% for the 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 rate wasis 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~~benefit from the ~~third quarter and 1.5 percentage points for~~completion of the ~~nine months ended October 28, 2017. The~~divestiture of our minority investment in Familia, the change of jurisdictional mix of ~~income also contributed to~~profits and losses and the ~~change~~resolution of ~~the effective income~~various tax ~~rate.~~

matters, partially offset by a reduction of excess tax benefits from share-based compensation.

Net ~~income~~Income and ~~net income per share:~~Diluted Earnings Per Share

Net income for the third quarter of fiscal ~~2018~~2023 was ~~$641.4 million,~~$1.1 billion, or ~~$1.00~~$0.91 per diluted share ~~versus $549.8 million,~~compared with $1.0 billion, or ~~$0.83~~$0.84 per diluted share for the third quarter of fiscal 2022. The $54 million tax benefit on the divestiture of our minority investment in ~~last year’s third quarter. Foreign currency~~Familia had a ~~$0.04~~$0.05 positive impact on earnings per share for the third quarter of fiscal ~~2018 compared to~~2023. Foreign currency had a ~~neutral impact on earnings per share for the third quarter of fiscal 2017. We believe the hurricanes had an estimated $0.03~~$0.01 negative impact on earnings per share for the third quarter of fiscal ~~2018.~~

Net income for the nine months ended October 28, 2017 was $1.7 billion, or $2.67 per diluted share, compared to $1.6 billion, or $2.43 per diluted share, in last year’s comparable period. Foreign currency had a $0.01 positive impact on earnings per share in the first nine months of fiscal 20182023 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~~of fiscal 2022.

Net income 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~~2023 was $2.5 billion, or $2.08 per diluted ~~shares outstanding, benefited our earnings~~share compared with $2.3 billion, or $1.92 per diluted share ~~growth by approximately three percent in both~~for the ~~third quarter and~~ first nine months of fiscal ~~2018.~~

2022. The $218 million impairment on our previously-held minority investment in Familia, net of the $54 million tax benefit, had a $0.14 negative impact on earnings per share for the first nine months of fiscal 2023. Foreign currency had a $0.02 negative impact on earnings per share for the first nine months of fiscal 2023 compared to a neutral impact on earnings per share for the first nine months of fiscal 2022. The $242 million debt extinguishment charge in fiscal 2022 had a $0.15 negative impact on earnings per share for the first nine months of fiscal 2022.

Segment ~~information:~~Information

We operate four main business segments. ~~The~~Our Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and ~~tjmaxx.com)~~marshalls.com) and ~~the~~our HomeGoods segment (HomeGoods, Homesense and ~~Homesense)~~homegoods.com) both operate in the United States. Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates T.K. Maxx, Homesense and tkmaxx.com in Europe and T.K. Maxx in Australia. ~~We also operate STP, anoff-price~~ ~~Internet retailer that~~In addition to our four main segments, Sierra operates ~~sierratradingpost.com~~retail stores and ~~retail stores~~sierra.com in the U.S. The results of ~~STP have been~~Sierra are included in ~~our~~the Marmaxx segment.

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

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

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

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

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

Net Sales

Net sales for Marmaxx ~~increased 1%~~were $7.5 billion for the third quarter ~~and 2%~~of fiscal 2023, an increase of 3% compared to $7.2 billion for the third quarter of fiscal 2022. The increase in the third quarter was driven by a 3% increase from comp store sales. The increase in comp store sales was primarily attributable to an increase in average basket driven by higher average ticket, partially offset by a decrease in customer traffic. Net sales for Marmaxx were $21.6 billion for the first nine months of fiscal ~~2018 as~~2023, an increase of 2% compared to $21.2 billion for the ~~same periods last year. The quarterly increase reflects~~first nine months of fiscal 2022 due to a 2%1% increase from ~~new store~~comp stores sales ~~partially offset by~~and a 1% ~~decrease~~increase from ~~same~~non-comp store sales. ~~The nine-month increase in net~~For both the three and nine months ended October 29, 2022, positive apparel sales included 2% from new store sales, while same store sales were flat. Same store sales for Marmaxx were negatively impacted by the hurricanes and, we believe, unseasonably warm weather, which particularly impacted apparel. To a lesser degree, we believe execution issues in certain categories had an additional negative impact on apparel sales. Despite the third quarter decline in same store sales, customer traffic continued to increase (2% growth), which was more than offset byoutperformed a decline in ~~the average ticket. Home~~home fashions ~~outperformed apparel in both periods.~~

sales.

Segment Profit Margin

Segment profit margin decreased to ~~12.6%~~13.5% for the third quarter of fiscal ~~2018~~2023 compared to 13.4% for the same period last year, and for the nine months ended October 28, 2017 segment profit margin decreased to 13.5% compared to 14.2% in the same period last year. Marmaxx’s decrease in segment profit margin for both the quarter and nine-month period was primarily due to expense deleverage on the lower same store sales as well as wage increases, additional supply chain costs as a result of processing more units and costs related to the hurricanes. These factors more than offset an increase in merchandise margin for both periods. Our U.S.~~e-commerce~~ ~~businesses, which represent approximately 2% of Marmaxx’s net sales, did not have a significant impact on year-over-year segment margin comparisons for the third quarter.~~

~~HomeGoods~~

   Thirteen Weeks Ended Thirty-Nine Weeks Ended
Dollars in millions
   October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Net sales
   $ 1,228.8 $ 1,078.4 $ 3,506.4 $ 3,075.5
Segment profit
   $ 163.8 $ 149.7 $ 457.3 $ 416.0
Segment profit as a percentage of net sales
   13.3 % 13.9 % 13.0 % 13.5 %
Increase in same store sales
   3 % 6 % 4 % 7 %
Stores in operation at end of period

HomeGoods
   660 568
Homesense
   3 —


Total
   663 568


Selling square footage at end of period (in thousands)

HomeGoods
   12,332 10,931
Homesense
   62 —


Total
   12,394 10,931

Net sales for HomeGoods increased 14% for both the third quarter and the first nine months of fiscal 2018 as 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 increase of 10% from new store sales and same store sales of 4%. The increase in same store 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%13.7% for the same period last year. The ~~decline~~decrease in segment profit margin for the third quarter of fiscal 2023 was driven by lower merchandise margin, higher store and ~~nine-month period was primarily due to an increase~~distribution center wages and investments in supply chain, partially offset by lower store payroll reflecting lower COVID-related expenses and lower incentive compensation costs. Within merchandise margin, incremental freight costs and higher markdowns were partially offset by strong markon.

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

Our Marmaxx e-commerce sites, tjmaxx.com and marshalls.com, together with sierra.com, represented less than 3% of Marmaxx’s net sales for the third 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~~2023 and fiscal 2022, and did not have a significant impact on ~~the 4% same~~year-over-year segment margin comparisons.

HomeGoods


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

(a)Comp store sales ~~increase.~~

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

~~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

2023 and open-only comp store sales reported for fiscal 2022.

Net Sales

Net sales for ~~TJX Canada increased 15%~~HomeGoods were $1.9 billion for the third quarter ~~and 11%~~of fiscal 2023, a decrease of 14%, compared to $2.3 billion for the ~~nine months ended October 28, 2017 as compared to~~third quarter of fiscal 2022. The decrease in the ~~same periods last year. The quarterly increase~~third quarter reflects a ~~6% increase in new~~16% decrease from comp store sales, ~~and~~partially offset by a 4%2% increase from ~~same~~non-comp store ~~sales, as well as currency translation, which positively impacted sales growth by 5%.~~sales. The ~~nine-month increase~~decrease 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~~comp store sales for ~~both periods~~the third quarter was ~~mainly~~primarily driven by ~~an increase~~a decrease in customer traffic. Net sales for ~~both periods also~~HomeGoods were $5.8 billion for the first nine months of fiscal 2023, a decrease of 10%, compared to $6.5 billion for the first nine months of fiscal 2022. The decrease in the first nine months reflects a 12% decrease from comp store sales, partially offset by a 2% increase from non-comp store sales. The decreases in comp store sales for the first nine months of fiscal 2023 reflected a decrease in customer traffic, partially offset by an increase in ~~units sold that was mostly offset~~average basket driven by ~~a decrease in the~~higher average ticket.

Segment Profit Margin

Segment profit margin ~~increased~~decreased to ~~21.0%~~8.9% for the third quarter of fiscal ~~2018~~2023 compared to ~~16.7%~~11.7% for the same period last year. ~~Segment~~The decrease in 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 the~~mark-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~~driven by deleverage on lower comp store sales, primarily in occupancy and administration costs and higher store and distribution wages, partially offset by store payroll reflecting lower COVID-related expenses. Within merchandise margin, strong markon was mostly offset by 1.6 percentage points of incremental freight as well as higher markdowns.

Segment profit margin decreased to 5.9% for the ~~revaluing~~first nine months of ~~U.S. dollar denominated monetary assets and liabilities resulting in gains this year as~~fiscal 2023 compared to ~~losses~~10.8% for the same period last year. The decrease in ~~last year’s third quarter. The increase in~~ segment profit margin for the ~~nine-month period~~first nine months of fiscal 2023 was ~~primarily~~ driven by ~~an improved~~deleverage on lower comp store sales, primarily in occupancy and administrative costs, lower merchandise margin and higher store and distribution wages, partially offset by store payroll reflecting lower COVID-related expenses. Merchandise margin includes incremental freight costs of ~~0.9~~approximately 5.2 percentage points ~~which benefitted~~as well as higher markdowns. These costs were partially offset by strong markon and the benefits from ~~the year-over-year increase in the Canadian dollar.~~

~~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~~our pricing initiative.

Our HomeGoods e-commerce website, homegoods.com, represented less than 1% of HomeGoods net sales ~~for TJX International increased 13%~~ for the third quarter and ~~5% for~~ the first 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,~~of fiscal 2023, and did not have 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%significant impact ~~due to currency translation. The increase in same store~~on year-over-year segment margin comparisons.

FOREIGN SEGMENTS

TJX Canada


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

Stores in operation at end of period:
Winners								296			292
HomeSense								150			147
Marshalls								106			106
Total								552			545
Selling square footage at end of period (in thousands):
Winners								6,336			6,279
HomeSense								2,796			2,733
Marshalls								2,220			2,220
Total								11,352			11,232

Net Sales

Net sales for ~~both periods was driven by an increase in customer traffic, which was partially offset by a decline in the value of the average transaction.~~

~~Segment profit margin decreased to 7.0%~~TJX Canada were $1.3 billion for the third quarter of fiscal ~~2018~~2023 compared to ~~7.9%~~$1.3 billion for the third quarter of fiscal 2022. The negative foreign currency exchange rate impact of 5% in the third quarter of fiscal 2023 was offset by an increase in average basket, primarily due to higher average ticket. Net sales for TJX Canada were $3.6 billion for the first nine months of fiscal 2023, an increase of 17% compared to $3.1 billion for the first nine months of fiscal 2022. The increase in net sales reflects having a fully open store base for the first nine months of fiscal 2023, compared to temporary store closures for 16% of the first nine months of fiscal 2022 as a result of the COVID-19 pandemic. The negative foreign currency exchange rate impact of 5% in the first nine months of fiscal 2023 was more than offset by an increase in average basket driven by higher average ticket.

Segment Profit Margin

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

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

TJX International


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

Stores in operation at end of period:
T.K. Maxx								629			618
Homesense								78			78
T.K. Maxx Australia								73			66
Total								780			762
Selling square footage at end of period (in thousands):
T.K. Maxx								12,645			12,412
Homesense								1,141			1,142
T.K. Maxx Australia								1,277			1,172
Total								15,063			14,726

Net Sales

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

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

Segment Profit Margin

Segment profit margin decreased to ~~4.0%~~6.7% for the ~~nine months ended October 28, 2017~~third quarter of fiscal 2023 compared to ~~4.6%~~7.2% for the ~~nine months ended October 29, 2016. Segment margin for the quarter~~same period last year. This decrease primarily reflects expense deleverage on occupancy and ~~nine-month period was favorably impacted by 1.3 percentage points~~administrative costs and ~~0.5 percentage points, respectively, due to foreign currency, primarily themark-to-market~~ ~~impact of the inventory derivatives. This improvement in segment margin, however, was more than~~higher store and distribution wages, partially offset by higher ~~supply chain costs associated with the opening of a new distribution center, a decline in~~merchandise margin. Within merchandise margin, strong markon was partially offset by incremental freight costs and ~~expense deleverage on~~higher markdowns.

Segment profit margin increased to 4.9% for the first nine months of fiscal 2023 compared to 2.0% for the same ~~store~~period last year. This increase was primarily driven by leverage on increased sales, ~~for the~~primarily in occupancy and administrative costs, as well as lower COVID-related expenses in stores and distribution centers, lower incentive compensation costs and higher merchandise margin. This was partially offset by government programs received in 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

2022 that did not continue into fiscal 2023. Within merchandise margin, strong markon was partially offset by incremental freight costs and higher markdowns.

GENERAL CORPORATE EXPENSE


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

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

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

The ~~increase~~decrease in general corporate expense for the ~~nine-month period~~third quarter of fiscal 2023 was primarily driven by ~~incremental systems~~lower share-based and ~~technology costs as well as lower unrealized gains on our fuel hedges in fiscal 2018 as compared to the same period last year. These increases were partially offset by reduced~~ incentive compensation ~~costs~~costs.

The decrease in ~~fiscal 2018.~~

~~Analysis of Financial Condition~~

~~Liquidity and Capital Resources~~

Net cash provided by operating activities was $1.9 billion for the nine months ended October 28, 2017, a decrease of $0.2 billion from the $2.1 billion provided in the nine months ended October 29, 2016. Net income adjusted for~~non-cash~~ items and the early extinguishment of debt for the fiscal 2018 nine-month period, as compared to the first nine months of fiscal 2017, increased cash flows by $60 million. The change in merchandise inventory, net of the related change in accounts payable, resulted in a use of cash of $309 million in the first nine months of fiscal 2018 compared to a use of cash of $234 million in the first nine months of fiscal 2017, which unfavorably impacted year over year cash flows by $75 million. This unfavorable impact on cash flowsgeneral corporate expense 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~~2023 was primarily driven by ~~increased payments for~~lower share-based and incentive compensation costs and the timing of ~~payments related~~contributions to ~~sales taxes~~TJX’s charitable foundations.

ANALYSIS OF FINANCIAL CONDITION

Liquidity and income taxes during the first nine months of fiscal 2018 as compared to the prior year. In addition, the year over year comparison of operating cash flows is favorably impacted by $60 million due to the change in accounting for excess tax benefits related to stock compensation. This year these benefits are included in net income, increasing operating cash flows, whereas last year these benefits were classified as a financing activity.

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

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

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

Wehave traditionally ~~have~~been funded ~~our working capital requirements, including for seasonal merchandise, primarily~~ through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper. As of October ~~28, 2017, approximately 60% of our cash was held by our foreign subsidiaries with $249 million held in countries where we have the intention to reinvest any undistributed earnings indefinitely.~~29, 2022, there were no short-term bank borrowings or commercial paper outstanding. We have ~~provided for deferred U.S. taxes on all undistributed earnings~~current maturities 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~~

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 reinvestedlong-term debt which will mature in the ~~business. We have no current plans to repatriate cash balances held by such foreign subsidiaries.~~first half of fiscal 2024. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have $1.5 billion available as of the period ended October 29, 2022, as described in Note II—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are ~~more than~~ adequate to meet our operating needs ~~over~~for the ~~next~~foreseeable future.

As of October 29, 2022, we held $3.4 billion in cash. Approximately $1.0 billion of our cash was held by our foreign subsidiaries with $0.5 billion held in countries where we intend to indefinitely reinvest any undistributed earnings. We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through October 29, 2022. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid.

We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. In fiscal ~~year.~~

~~Recently Issued Accounting Pronouncements~~

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

Operating Activities

Operating activities resulted in net cash inflows of $1.1 billion for the nine months ended October 29, 2022 and $1.9 billion for the nine months ended October 30, 2021.

Operating cash flows decreased compared to fiscal 2022, with the primary driver being a $0.8 billion decrease in accrued expenses, the largest component of which was lower incentive compensation costs.

Investing Activities

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

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

Financing Activities

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

Debt

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

Our 2.50% ten-year Notes due May 2023 will mature during our second quarter of fiscal 2024 and are included within our current maturities of long-term debt, see Note I—Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements. We plan to repay this debt using cash generated from operations.

Equity

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

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

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

Dividends

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There have been no material changes to the critical accounting estimates as discussed in TJX's Annual Report on Form 10-K for the fiscal year ended January 29, 2022. For a discussion of accounting ~~pronouncements,~~standards, see Note AA—Basis of Presentation and Summary of Significant Accounting Policies ~~in our 2016 Form10-K~~ ~~Annual Report and Note A~~ of Notes to Consolidated Financial Statements included in TJX’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 and Note A—Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in this Quarterly Report on Form10-Q.

~~Forward-looking Statements~~

FORWARD-LOOKING STATEMENTS

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

Item 3. Quantitative and Qualitative Disclosures about Market ~~Risk.~~

Risk

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

29, 2022.

Item 4. Controls and ~~Procedures.~~

Procedures

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of October ~~28, 2017~~29, 2022 pursuant to Rules13a-15(b) and15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures.

There were no changes in ~~our~~the Company’s internal ~~control~~controls over financial reporting (as defined in ~~Rules~~Rule 13a-15(f) and15d-15(f) under the Act) during the fiscal quarter ended October ~~28, 2017~~29, 2022 identified in connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal ~~Proceedings.~~

~~Not applicable~~

Proceedings

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

Item 1A. Risk ~~Factors.~~

Factors

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

30, 2022.

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

~~Information on Share Repurchases~~

Proceeds

INFORMATION ON SHARE REPURCHASES

The number of shares of common stock repurchased by TJX during the third quarter of fiscal ~~2018~~2023 and the average price paid per share are as follows:

   Total
Number of Shares
Repurchased⁽¹⁾    Average Price Paid
Per Share⁽²⁾    Total Number of
Shares Purchased as
Part of Publicly
Announced
Plans or Programs⁽¹⁾    Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plans or Programs⁽³⁾
July 30, 2017 through August 26, 2017
   1,271,053    $ 70.82    1,271,053    $ 1,800,767,834
August 27, 2017 through September 30, 2017
   1,990,306    $ 72.85    1,990,306    $ 1,655,779,813
October 1, 2017 through October 28, 2017
   1,598,429    $ 71.95    1,598,429    $ 1,540,779,792





Total:
   4,859,788       4,859,788

~~(1)~~

~~Consists of shares repurchased under publicly announced stock repurchase programs.~~

~~(2)~~

~~Includes commissions for the shares repurchased under stock repurchase programs.~~

~~(3)~~

~~In February 2016, TJX announced a $2.0 billion stock repurchase program, under which $541 million remained available as of October 28, 2017. Additionally, in February 2017, TJX announced its 18~~^th ~~stock repurchase program authorizing an additional $1.0 billion in repurchases from time to time.~~

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

(a)Consists of shares repurchased under publicly announced stock repurchase programs.

(b)Includes commissions for the shares repurchased under stock repurchase programs.

(c)In February 2022, we announced that our Board of Directors had approved a new stock repurchase program that authorizes the repurchase of up to an additional $3.0 billion of our common stock from time to time. Under this program we had approximately $2.0 billion available for repurchase as of October 29, 2022.

Item 6. ~~Exhibits.~~


~~31.1~~		~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~.

~~31.2~~		~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~.

~~32.1~~		~~Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~.

~~32.2~~		~~Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~.

~~101~~		~~The 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.

Exhibits
Incorporate by Reference
Exhibit No. Description Form Exhibit No. Filing
Date
10.1
The Stock Incentive Plan (2022 Restatement)*
10-Q 10.1 8/26/22
10.2
The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2022, filed herewith*
10.3
The Stock Incentive Plan Rules for U.K. Employees effective as of September 19, 2022, filed herewith*
10.4
The Executive Severance and Change of Control Plan effective as of September 19, 2022, filed herewith*
10.5
The Offer Letter Agreement dated November 14, 2022 between John Klinger and TJX, filed herewith*
10.6
The Obligations Agreement dated November 14, 2022 between John Klinger and TJX, filed herewith*
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
101 The following materials from The TJX Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2022, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.
104 The cover page from The TJX Companies, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 29, 2022, formatted in Inline XBRL (included in Exhibit 101)

* Management contract or compensatory plan or arrangement.

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: November 29, 2022

/s/ Scott Goldenberg

Scott Goldenberg, Chief Financial Officer

(Principal Financial and Accounting Officer)

~~Exhibit Index~~


~~31.1~~		~~Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~31.2~~		~~Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~32.2~~		~~Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

~~101~~		~~The 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.


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

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

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


PART I
ITEM 1. Consolidated Financial Statements			3
Consolidated Statements of Income			3
Consolidated Statements of Comprehensive Income			4
Consolidated Balance Sheets			5
Consolidated Statements of Cash Flows			6
Consolidated Statements of Shareholders' Equity			7
Notes To Consolidated Financial Statements			9
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			21
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			32
ITEM 4. Controls and Procedures			32

PART II
ITEM 1. Legal Proceedings			32
ITEM 1A. Risk Factors			32
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
ITEM 6. Exhibits			33

SIGNATURE			34


	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


	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


	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


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


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	)


	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


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

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


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

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

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


	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


	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


	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


	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


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