Tjx Companies Inc 10-Q for FY2023 Q3

Tjx Companies Inc (TJX)

10-Q 2022-11-29 For: 2022-10-29

Added on April 08, 2026

About this 10-Q

Tjx Companies Inc filed this 10-Q on November 29, 2022, covering the quarter ended October 29, 2022 (FY2023 Q3).

Headline figures

Quarter ended October 29, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $12.17B; down 2.9% from $12.53B a year earlier
Net income: $1.06B; up 3.9% from net income of $1.02B a year earlier
Diluted EPS: $0.91; up 8.3% from $0.84 a year earlier

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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)


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


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				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


	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


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


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


	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


	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


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


In 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)


	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


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


		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


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


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


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


	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


	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


	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


	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


	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


1.			Date of Grant: [ ]
2.			Expiration Date: [ ]
3.			Exercise of Option: [ ]
			This option may be exercised to the extent it has become exercisable at any time prior to the Expiration Date, subject to these Terms and Conditions. The option price may be payable as specified by the Company in its discretion in accordance with Section 6(c) of the Plan or any successor provision.
4.			Termination of Employment: In the event of the termination of employment of the optionee, this option may thereafter be exercised during the following applicable period (or until the Expiration Date, if earlier) but only to the extent it was exercisable at the time of such termination (except as otherwise indicated below): [ ]

5.			Partial Acceleration of Exercisability Upon Death and Disability: Subject to Paragraph 4 above, in the event of the termination of employment of the optionee due to the death or Disability of the optionee, in either case occurring more than three months after the Date of Grant, this option shall be exercisable as to the number of shares for which it could have been exercised immediately prior to such termination or, if greater, (i) the total number of shares subject to this option multiplied by a fraction the numerator of which shall be the number of days between the Date of Grant and such termination and the denominator of which shall be the number of days between the Date of Grant and the date upon which this option, by its terms, would have become fully exercisable, minus (ii) the number of shares, if any, previously purchased under this option; provided, however, that no shares may be purchased under this option in the event that such termination occurs within three months after the Date of Grant.


6.			Change of Control: Upon the occurrence of a Change of Control occurring while this option is outstanding, the provisions of this Paragraph 6 shall apply notwithstanding any other provision of this option to the contrary (a) Rollover of option; qualifying termination following a Change of Control. The Committee in its discretion may, but shall not be required to, provide in connection with the Change of Control that the surviving or acquiring entity or an affiliate thereof either continue or assume this stock option or grant another stock option in replacement thereof (any such continued, assumed or replacement option, a “rollover option”) on such terms and conditions as the Committee considers appropriate in the circumstances to reflect the transaction, having in mind the requirements for exemption under Section 409A of the Code and the regulations thereunder; provided, that the terms of any rollover option shall provide for accelerated vesting of any unvested portion of the rollover option upon the qualifying termination of the optionee’s employment occurring upon or within twenty-four months following the Change of Control. For purposes of this subparagraph 6(a), “qualifying termination” shall mean an involuntary termination (other than for Cause) of the optionee’s employment with the Company and its Subsidiaries. If immediately prior to the Change of Control the optionee is party to an employment, severance or similar agreement with the Company or a Subsidiary, or is eligible to participate in a Company plan, in each case that has been approved by the Committee and that provides for severance or similar benefits upon a voluntary termination for “good reason” in connection with a change of control of the Company, a “qualifying termination” for purposes of this subparagraph 6(a) shall also include a voluntary termination for “good reason” as defined in the applicable agreement or plan. (b) Cash out of option. The Committee in its discretion may, but shall not be required to, provide for a cash out of this option in connection with the Change of Control in lieu of providing for a rollover option pursuant to subparagraph 6(a) above. For purposes of this subparagraph 6(b), a “cash out” shall mean a payment in cash or property in exchange for this option in an amount equal to the aggregate fair market value as determined by the Committee of the shares of Common Stock subject to this option less the aggregate option price (provided that, in the event that the per-share option price of this option is equal to or greater than the fair market value of a share of Common Stock as so determined, the Committee may provide for the automatic cancellation of this option for no consideration), subject in the case of any cash out to such hold-backs or other transaction-related adjustments, and on such other terms and conditions, as the Committee may determine having in mind the requirements for exemption under Section 409A of the Code and the regulations thereunder. (c) Acceleration of exercisability. The Committee may provide that this option, to the extent outstanding and not otherwise vested, shall become vested and exercisable, in full or in part, immediately prior to the consummation of the Change of Control or at such earlier time, if any, as the Committee may determine in order to give the optionee a reasonable opportunity, as determined by the Committee, following the exercise of the option to participate as a stockholder in the Change of Control. This option (whether or not then vested, including after giving effect to any accelerated vesting pursuant to this Paragraph 6 or otherwise) shall terminate upon consummation of the Change of Control unless assumed or continued pursuant to subparagraph 6(a) above. All references to the Committee in this Paragraph 6 shall be construed to refer to the Committee as constituted and acting prior to consummation of the Change of Control. For the avoidance of doubt, no Committee action permitted by this Paragraph 6 will be treated as an action requiring the optionee’s consent under Section 10 of the Plan, and the provisions of Paragraph 9 below shall apply to any cash out or other settlement pursuant to this Paragraph 6. This Paragraph 6 shall be subject to the terms of any applicable sub-plan.
7.			Automatic Settlement in Certain Circumstances: To the extent any portion of this option is otherwise exercisable but remains unexercised at the close of business on the Expiration Date (or on the date of the earlier expiration of the period for exercising such portion of the option following a termination of employment), and if on such date the Fair Market Value of the shares subject to such exercisable but unexercised portion of this option exceeds the aggregate consideration that would have been required to be paid to purchase such shares had such portion of this option been exercised, the optionee will automatically be paid, in cancellation of such portion of the option, an amount of Company Stock having a Fair Market Value equal to such excess, if any. This Paragraph 7 is subject to the terms of any applicable sub-plan. The optionee hereby acknowledges that tax and other legal requirements must be met prior to any settlement of options under this Paragraph 7 and hereby consents to any tax or other consequences that may arise in connection with this Paragraph 7.
8.			Limited Transferability: This option may not be transferred by the optionee other than by will or by the laws of descent and distribution, and is only exercisable by the optionee during the optionee's lifetime. In the event of the optionee’s death, the option may be exercised by the optionee’s legal representative, legatee, or such other person as permitted by the provisions of Section 6(b) of the Plan or any successor provision.


9.			Withholding: No shares or cash will be delivered or paid pursuant to the exercise or settlement of this option unless and until the person holding the option has paid to the Company, or has made arrangements satisfactory to the Company regarding payment of, any taxes, social contributions or other applicable amounts that are required to be withheld or that otherwise may be due (as determined by the Company in its sole discretion) as a consequence of such exercise or settlement or other taxable event in relation to this option. The optionee consents to (and agrees to indemnify the Company for) any withholding that the Company may deem necessary or appropriate of such amounts, including from payroll or any payment of any kind otherwise due to the optionee, as the Company may determine, and the payment of any such amounts to the relevant tax or other authorities by the Company or Subsidiary. The optionee understands that any individual tax, social contribution, or other liability that may arise in relation to this option is solely the optionee’s (and not the Company’s or Subsidiary’s) responsibility and that such liability may exceed any amounts withheld. The optionee further understands that the optionee is solely responsible for filing any relevant documentation (including, without limitation, tax returns or reporting statements) that may be required in relation to this option (including, without limitation, any such documentation related to the holding of shares or any bank or brokerage account, the subsequent sale of shares, or the receipt of any dividends). The optionee further acknowledges that the Company does not commit to and is under no obligation to structure the terms or any aspect of the option to reduce or eliminate the optionee’s liability for taxes or other amounts due or to achieve any particular tax result. The optionee also understands that varying share or option valuation methods may apply for purposes of tax calculations and reporting, and the Company assumes no liability in relation thereto. Further, the optionee acknowledges that if optionee moves, the optionee may be subject to liabilities in more than one jurisdiction, and the Company or any Subsidiary may withhold or account for liabilities in more than one jurisdiction.
10.			Data Privacy: In order to perform its obligations under the Plan or for the implementation and administration of the Plan, the Company or designated third parties may collect, transfer, use, process, or hold personal data about the optionee. Such data includes, but is not limited to, the optionee’s name, nationality, citizenship, work authorization, date of birth, age, government or tax identification number, passport number, brokerage account information, address, compensation and equity award history, and beneficiaries’ contact information. By accepting this grant, the optionee explicitly consents to the collection, transfer (including to third parties in the optionee’s home country, or the United States or other countries (which may have different data privacy laws and protections), such as but not limited to human resources personnel, the Company’s legal and/or tax advisors, and brokerage administrators), use, processing, holding, electronically or otherwise, of optionee’s personal data in connection with this or any other equity award. Refusal or withdrawal of consent will affect the optionee’s ability to participate in the Plan; without providing consent, optionee will not be able to participate in the Plan or to realize benefits (if any) from the option. At all times the Company shall maintain the confidentiality of the optionee’s personal data, except to the extent the Company is required to provide such information to governmental agencies or other parties; any such actions will be undertaken by the Company only in accordance with applicable law. In particular, the Company may transfer personal data to the broker or stock plan administrator assisting with the Plan, to its legal counsel and tax/accounting advisor, and to the Subsidiary or affiliate that is optionee’s employer and its payroll provider. The optionee should also refer to the Company’s HR Privacy Statement (which is available to the optionee separately and may be updated from time to time) for more information regarding the collection, use, storage, and transfer of the optionee’s personal data.
11.			Mode of Communications: By accepting this option, the optionee agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company or Subsidiary may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications, and to participate in the Plan through an online system established and maintained by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or the online brokerage account system. To the extent the optionee has been provided with a copy of these Terms and Conditions, the Plan, or any other documents relating to this grant in a language other than English, the English language document will prevail in case of any ambiguity or divergence resulting from the translation of such documents.
12.			Foreign Exchange Restrictions: The optionee understands and agrees that neither the Company nor any Subsidiary is responsible or liable for (i) any foreign exchange fluctuation between the optionee’s local currency (if applicable) and the United States Dollar (or the selection by the Company or Subsidiary of any applicable foreign exchange rate it may determine in its discretion to be appropriate) that may affect the value of this option or the calculated income, taxes or other amounts thereunder, or any related taxes or other amounts, or (ii) any decrease in the value of Stock or this option. The optionee understands and agrees that any cross-border remittance made to exercise this option or transfer proceeds received upon the sale of Stock must be made through a locally authorized financial institution or registered foreign exchange agency and that the optionee will be solely responsible for satisfying any requirements to provide such entity with certain information regarding the transaction.


13.			No Employment Rights or Other Entitlements: The optionee agrees that any awards under the Plan, including this option and these Terms and Conditions, do not confer upon the optionee any right to continued employment with the Company or a Subsidiary, nor do they interfere in any way with the right of the Company or a Subsidiary to terminate the employment of the optionee at any time, subject to applicable law. Nothing contained in these Terms and Conditions shall be deemed to constitute or create a contract of employment, nor shall these Terms and Conditions constitute or create the right to remain associated with or in the employ of the Company or a Subsidiary for any particular period of time. Furthermore, this grant is made solely at the discretion of the Company, and these Terms and Conditions, the Plan, and any other Plan documents (i) are not part of the optionee’s employment contract, if any, (ii) do not guarantee the optionee’s right to receive any future grants under the Plan or benefits in lieu of grants, even if options have been granted repeatedly in the past, and (iii) shall not be taken into account for purposes of any pension or retirement entitlement (except as expressly set forth in the plan providing for such pension or retirement entitlement) or result in the inclusion of the value of any grants in the calculation of severance payments, if any, upon termination of employment.
14.			Compliance with Law: Notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Stock pursuant to this option, at any time, if the offering of the Stock covered by this option, or the exercise of this option by the optionee, violates or is not in compliance with any laws, rules or regulations of the United States or any state or country. Furthermore, the optionee understands that, to the extent applicable, the laws of the country in which the optionee is working at the time of grant, vesting, and/or exercise of this option (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise of this option or may subject the optionee to additional procedural or regulatory requirements the optionee is solely responsible for and will have to independently fulfill in relation to this option, and the Company assumes no liability in relation to the option in such case, and that sales of Stock may be subject to restrictions under United States federal securities laws, and the laws, rules or regulations of any other relevant federal, state or local jurisdiction, and under Company policies including insider trading policies and procedures. Summaries of potentially applicable legal restrictions and requirements furnished in connection with the Plan, including in the Addendum attached hereto and in the Prospectus for the Plan and the stock option program thereunder, are not intended to be exhaustive, and the optionee acknowledges that other rules may apply. The Company reserves the right to impose other requirements on optionee’s participation in the Plan, stock option awards thereunder, and any Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable to comply with applicable law or facilitate the administration of the Plan.
15.			Governing Law and Forum: The optionee acknowledges that the Plan is administered in the United States and these Terms and Conditions shall be governed by and interpreted, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to its or any other jurisdiction's conflicts of laws provisions. For purposes of resolving any dispute that may arise directly or indirectly from these Terms and Conditions, the parties hereby submit and consent to the exclusive jurisdiction of the Commonwealth of Massachusetts in the United States and agree that any litigation shall be conducted only in the United States District Court for the District of Massachusetts or a court of the Commonwealth of Massachusetts. The optionee further acknowledges that shares of Stock subject to this option will be issued and administered consistent with the requirements of applicable Delaware law and any applicable stock exchange requirements, as determined by the Committee.
16.			Waiver of Jury Trial; Forfeiture and Recoupment. By accepting this option, the optionee waives, to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding, or counterclaim concerning any rights under the Plan or this option award, or under any amendment, waiver, consent, instrument, document, or other agreement delivered (or that may be delivered in the future) in connection with this option; provided, however, that nothing in this Paragraph 16 limits the ability of the Company and the optioned to agree to submit any dispute arising under the terms of the Plan or this option award to binding arbitration. This option award is subject to forfeiture and/or repayment to the Company, as described in Section 13(j) of the Plan, if applicable to the optionee.
17.			Other Terms: The provisions of these Terms and Conditions are severable, and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. To the extent applicable, the country-specific terms and conditions in the attached Addendum shall apply to this option.


Base Salary:			Earned but unpaid Base Salary through the Date of Termination.
Vacation pay:			Accrued but unpaid vacation pay as of the Date of Termination.
Salary Continuation Period:			The period of at least 12 and up to 24 months following the Date of Termination, as specified by the Administrator by notice to the Participant in connection with a Qualifying Termination.
Noncompetition Period:			The period of at least 12 and up to 24 months following the Date of Termination that is consistent with the Salary Continuation Period specified by the Administrator, as described above.
Salary Continuation:			Continues during the Salary Continuation Period described above, based on salary rate in effect at termination. Rate is reduced by any long-term disability benefits. Paid in accordance with regular payroll practices for Company executives (but not less frequently than monthly).
Additional cash payment:			A cash amount equal to the cost of COBRA continuation coverage, on an after-tax basis, during the Coverage Period, as determined by the Administrator. The “Coverage Period” begins with the commencement of COBRA continuation coverage and ends at the earliest of (i) the end of the Salary Continuation Period or (ii) termination of COBRA continuation coverage. Paid at the same time and in the same manner as Salary Continuation.
Automobile allowance:			If applicable, continues during the Salary Continuation Period. Paid at the same time and in the same manner as Salary Continuation.
Earned MIP and LRPIP:			Earned but unpaid amounts under MIP and LRPIP for performance periods that closed prior to the Date of Termination, and any LRPIP amounts to which the Participant is entitled in connection with Special Service Retirement (as defined in the Stock Incentive Plan), in accordance with and subject to applicable plan rules.
MIP for open fiscal year:			An amount based on MIP performance for open fiscal year (as if the Participant had continued in office through the end of the fiscal year), prorated between 50% and 100% based on number of days completed during the fiscal year as of the Date of Termination. If termination is due to death or Disability, the amount shall instead be based on the MIP target award most recently granted to the Participant without proration. Paid at the same time other MIP awards are paid for the fiscal year (but not later than the 15th day of the third month following the close of the fiscal year).
Prorated LRPIP for open cycles:			An amount based on LRPIP performance for open cycles, prorated based on full months completed during the cycle as of the Date of Termination. Paid at the same time as other LRPIP awards are paid for the cycle (but not later than the 15th day of the third month following the close of the last fiscal year in the cycle).
Stock Incentive Plan awards:			Treated in accordance with and subject to award and plan terms, including any benefits in connection with Special Service Retirement (as defined in the Stock Incentive Plan).
Deferred compensation plans:			Vested benefits, if any, provided in accordance with and subject to plan terms. Includes ESP and SERP (if Participant is eligible), and tax-qualified retirement and savings plans for Company employees, to the extent applicable.


Long-term disability benefits:			If applicable, provided under the long-term disability plan of the Company in accordance with and subject to plan terms.
Other benefits:			Not entitled to continue participation in any employee benefit or fringe benefit plan, except as expressly provided above or as required by law.


1.	I have reviewed this quarterly report on Form 10-Q of The TJX Companies, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


1			the Company’s Form 10-Q for the fiscal quarter ended October 29, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2			the information contained in the Company’s Form 10-Q for the fiscal quarter ended October 29, 2022 fairly presents, in all material respects, the financial condition and results of operations of the Company.






			/s/ Ernie Herrman
			Name: Ernie Herrman Title: Chief Executive Officer and President





			/s/ Scott Goldenberg
			Name: Scott Goldenberg Title: Chief Financial Officer