UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM10-Q

 

 

(mark one)

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

For the quarterly period ended OctoberApril 29, 20162017

OR

 

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

For the transition period from                    to                    

Commission file number1-4908

 

 

The TJX Companies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 04-2207613

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

770 Cochituate Road

Framingham, Massachusetts

 01701
(Address of principal executive offices) (Zip Code)

(508)390-1000

(Registrant’s telephone number, including area code)

 

 

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, or a smaller reporting company.company or an “emerging growth company”. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large Accelerated Fileraccelerated filer   Accelerated Filerfiler 
Non-Accelerated FilerNon-accelerated filer ☐  (Do not check if a smaller reporting company)  Smaller Reporting Companyreporting 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 OctoberApril 29, 2016: 651,900,7392017: 643,276,269

 

 

 


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Item 1.Financial Statements.

THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

 

  Thirteen Weeks Ended 
  Thirteen Weeks Ended   April 29,   April 30, 
  October 29,
2016
   October 31,
2015
   2017   2016 

Net sales

  $8,291,688    $7,753,495    $7,784,024   $7,542,356 
  

 

   

 

   

 

   

 

 

Cost of sales, including buying and occupancy costs

   5,843,873     5,506,899     5,530,072    5,372,143 

Selling, general and administrative expenses

   1,462,574     1,292,401     1,411,603    1,335,050 

Loss on early extinguishment of debt

   51,773     —    

Pension settlement charge

   31,173     —    

Interest expense, net

   12,462     13,005     9,841    10,194 
  

 

   

 

   

 

   

 

 

Income before provision for income taxes

   889,833     941,190     832,508    824,969 

Provision for income taxes

   340,047     353,934     296,229    316,623 
  

 

   

 

   

 

   

 

 

Net income

  $549,786    $587,256    $536,279   $508,346 
  

 

   

 

   

 

   

 

 

Basic earnings per share:

        

Net income

  $0.84    $0.88    $0.83   $0.77 

Weighted average common shares – basic

   653,559     671,154     644,425    661,515 

Diluted earnings per share:

        

Net income

  $0.83    $0.86    $0.82   $0.76 

Weighted average common shares – diluted

   661,721     680,844     654,799    670,388 

Cash dividends declared per share

  $0.26    $0.21    $0.3125   $0.2600 

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

 

2


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

 

   Thirty-Nine Weeks Ended 
   October 29,
2016
   October 31,
2015
 

Net sales

  $23,716,097    $21,982,863  
  

 

 

   

 

 

 

Cost of sales, including buying and occupancy costs

   16,778,977     15,646,331  

Selling, general and administrative expenses

   4,190,872     3,708,596  

Loss on early extinguishment of debt

   51,773     —    

Pension settlement charge

   31,173     —    

Interest expense, net

   33,918     35,437  
  

 

 

   

 

 

 

Income before provision for income taxes

   2,629,384     2,592,499  

Provision for income taxes

   1,009,078     981,307  
  

 

 

   

 

 

 

Net income

  $1,620,306    $1,611,192  
  

 

 

   

 

 

 

Basic earnings per share:

    

Net income

  $2.46    $2.38  

Weighted average common shares – basic

   657,746     676,220  

Diluted earnings per share:

    

Net income

  $2.43    $2.35  

Weighted average common shares – diluted

   666,632     686,072  

Cash dividends declared per share

  $0.78    $0.63  
   Thirteen Weeks Ended 
   April 29,  April 30, 
   2017  2016 

Net income

  $536,279  $508,346 
  

 

 

  

 

 

 

Additions to other comprehensive income:

   

Foreign currency translation adjustments, net of related tax benefit of $20,543 in fiscal 2018 and provision of $51,247 in fiscal 2017

   (5,247  129,596 

Reclassifications from other comprehensive income to net income:

   

Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $2,543 in fiscal 2018 and $850 in fiscal 2017

   3,868   1,293 

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 income (loss), net of tax

   (1,208  131,060 
  

 

 

  

 

 

 

Total comprehensive income

  $535,071  $639,406 
  

 

 

  

 

 

 

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

 

3


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEBALANCE SHEETS

(UNAUDITED)

IN THOUSANDS, EXCEPT SHARE DATA

 

   Thirteen Weeks Ended 
   October 29,
2016
  October 31,
2015
 

Net income

  $549,786   $587,256  
  

 

 

  

 

 

 

Additions to other comprehensive income:

   

Foreign currency translation adjustments, net of related tax benefit of $14,123 in fiscal 2017 and provision of $727 in fiscal 2016

   (94,590  (12,859

Recognition of net gains/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/losses, net of related tax provision of $3,462 in fiscal 2017 and provision of $2,935 in fiscal 2016

   5,263    4,460  

Amortization of loss on cash flow hedge, net of related tax provisions of $112 in fiscal 2017 and $112 in fiscal 2016

   171    171  
  

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

   (141,877  (8,228
  

 

 

  

 

 

 

Total comprehensive income

  $407,909   $579,028  
  

 

 

  

 

 

 

   Thirty-Nine Weeks Ended 
   October 29,
2016
  October 31,
2015
 

Net income

  $1,620,306   $1,611,192  
  

 

 

  

 

 

 

Additions to other comprehensive income:

   

Foreign currency translation adjustments, net of related tax provision of $17,241 in fiscal 2017 and benefit of $12,306 in fiscal 2016

   (93,304  (6,695

Recognition of net gains/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/losses, net of related tax provision of $7,517 in fiscal 2017 and provision of $10,126 in fiscal 2016

   11,427    15,392  

Amortization of loss on cash flow hedge, net of related tax provisions of $337 in fiscal 2017 and $337 in fiscal 2016

   513    513  
  

 

 

  

 

 

 

Other comprehensive income (loss), net of tax

   (134,085  9,210  
  

 

 

  

 

 

 

Total comprehensive income

  $1,486,221   $1,620,402  
  

 

 

  

 

 

 
   April 29,
2017
  January 28,
2017
  April 30,
2016
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

  $2,669,495  $2,929,849  $1,944,155 

Short-term investments

   457,091   543,242   403,702 

Accounts receivable, net

   317,224   258,831   281,631 

Merchandise inventories

   3,736,114   3,644,959   3,904,989 

Prepaid expenses and other current assets

   351,441   358,058   330,713 

Federal, state, and foreign income taxes recoverable

   17,135   15,835   12,511 
  

 

 

  

 

 

  

 

 

 

Total current assets

   7,548,500   7,750,774   6,877,701 
  

 

 

  

 

 

  

 

 

 

Net property at cost

   4,601,044   4,532,894   4,229,704 

Non-current deferred income taxes, net

   6,347   6,193   10,106 

Goodwill

   195,585   195,871   196,511 

Other assets

   412,005   398,076   390,700 
  

 

 

  

 

 

  

 

 

 

TOTAL ASSETS

  $12,763,481  $12,883,808  $11,704,722 
  

 

 

  

 

 

  

 

 

 

LIABILITIES

    

Current liabilities:

    

Accounts payable

  $2,174,727  $2,230,904  $2,136,751 

Accrued expenses and other current liabilities

   2,021,724   2,320,464   1,933,730 

Federal, state and foreign income taxes payable

   408,941   206,288   226,254 
  

 

 

  

 

 

  

 

 

 

Total current liabilities

   4,605,392   4,757,656   4,296,735 
  

 

 

  

 

 

  

 

 

 

Other long-term liabilities

   1,071,526   1,073,954   908,537 

Non-current deferred income taxes, net

   304,689   314,000   349,004 

Long-term debt

   2,228,351   2,227,599   1,615,477 

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 643,276,269; 646,319,046 and 661,083,496 respectively

   643,276   646,319   661,083 

Additionalpaid-in capital

   —     —     —   

Accumulated other comprehensive income (loss)

   (695,434  (694,226  (536,412

Retained earnings

   4,605,681   4,558,506   4,410,298 
  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity

   4,553,523   4,510,599   4,534,969 
  

 

 

  

 

 

  

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $12,763,481  $12,883,808  $11,704,722 
  

 

 

  

 

 

  

 

 

 

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

 

4


THE TJX COMPANIES, INC.

CONSOLIDATED BALANCE SHEETSSTATEMENTS OF CASH FLOWS

(UNAUDITED)

IN THOUSANDS EXCEPT SHARE DATA

 

   October 29,
2016
  January 30,
2016
  October 31,
2015
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

  $2,375,532   $2,095,473   $1,723,336  

Short-term investments

   450,804    352,313    399,714  

Accounts receivable, net

   306,426    238,072    273,856  

Merchandise inventories

   4,384,171    3,695,113    4,441,989  

Prepaid expenses and other current assets

   409,986    380,530    372,509  

Federal, state, and foreign income taxes recoverable

   15,415    11,059    15,878  
  

 

 

  

 

 

  

 

 

 

Total current assets

   7,942,334    6,772,560    7,227,282  
  

 

 

  

 

 

  

 

 

 

Net property at cost

   4,318,829    4,137,575    4,066,987  

Non-current deferred income taxes, net

   3,624    13,831    17,317  

Other assets

   258,223    222,669    205,852  

Goodwill and tradename, net of amortization

   343,826    343,796    342,058  
  

 

 

  

 

 

  

 

 

 

TOTAL ASSETS

  $12,866,836   $11,490,431   $11,859,496  
  

 

 

  

 

 

  

 

 

 

LIABILITIES

    

Current liabilities:

    

Accounts payable

  $2,686,845   $2,203,050   $2,696,601  

Accrued expenses and other current liabilities

   2,155,587    2,069,659    1,957,389  

Federal, state and foreign income taxes payable

   52,082    129,521    76,088  
  

 

 

  

 

 

  

 

 

 

Total current liabilities

   4,894,514    4,402,230    4,730,078  
  

 

 

  

 

 

  

 

 

 

Other long-term liabilities

   1,098,491    881,021    907,093  

Non-current deferred income taxes, net

   317,107    285,102    257,335  

Long-term debt

   2,226,913    1,615,003    1,614,529  

Commitments and contingencies

    

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 651,900,739; 663,495,715 and 669,529,129 respectively

   651,901    663,496    669,529  

Additional paid-in capital

   —      —      —    

Accumulated other comprehensive income (loss)

   (801,557  (667,472  (545,175

Retained earnings

   4,479,467    4,311,051    4,226,107  
  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity

   4,329,811    4,307,075    4,350,461  
  

 

 

  

 

 

  

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $12,866,836   $11,490,431   $11,859,496  
  

 

 

  

 

 

  

 

 

 
   Thirteen Weeks Ended 
   April 29,  April 30, 
   2017  2016 

Cash flows from operating activities:

   

Net income

  $536,279  $508,346 

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

   

Depreciation and amortization

   172,485   157,014 

Loss on property disposals and impairment charges

   1,059   5,255 

Deferred income tax provision (benefit)

   8,250   16,112 

Share-based compensation

   24,051   24,959 

Excess tax benefits from share-based compensation

   —     (37,893

Changes in assets and liabilities:

   

(Increase) in accounts receivable

   (58,147  (40,776

(Increase) in merchandise inventories

   (88,558  (161,565

(Increase) in taxes recoverable

   (1,300  (1,452

Decrease in prepaid expenses and other current assets

   20,587   32,927 

(Decrease) in accounts payable

   (56,968  (96,434

(Decrease) in accrued expenses and other liabilities

   (307,228  (142,269

Increase in income taxes payable

   202,811   134,276 

Other

   (4,887  46,733 
  

 

 

  

 

 

 

Net cash provided by operating activities

   448,434   445,233 
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Property additions

   (258,515  (266,236

Purchase of investments

   (233,166  (165,384

Sales and maturities of investments

   289,924   144,803 

Other

   —     (2,324
  

 

 

  

 

 

 

Net cash (used in) investing activities

   (201,757  (289,141
  

 

 

  

 

 

 

Cash flows from financing activities:

   

Cash payments for repurchase of common stock

   (349,999  (341,251

Proceeds from issuance of common stock

   52,033   63,933 

Excess tax benefits from share-based compensation

   —     37,893 

Cash dividends paid

   (168,566  (140,067

Other financing activities

   (17,582  (24,965
  

 

 

  

 

 

 

Net cash (used in) financing activities

   (484,114  (404,457
  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   (22,917  97,047 
  

 

 

  

 

 

 

Net (decrease) in cash and cash equivalents

   (260,354  (151,318

Cash and cash equivalents at beginning of year

   2,929,849   2,095,473 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $2,669,495  $1,944,155 
  

 

 

  

 

 

 

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

 

5


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENTSSTATEMENT OF CASH FLOWSSHAREHOLDERS’ EQUITY

(UNAUDITED)

IN THOUSANDS

 

   Thirty-Nine Weeks Ended 
   October 29,
2016
  October 31,
2015
 

Cash flows from operating activities:

   

Net income

  $1,620,306   $1,611,192  

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

   

Depreciation and amortization

   492,395    453,706  

Loss on property disposals and impairment charges

   1,648    2,096  

Deferred income tax provision (benefit)

   52,629    (39,875

Share-based compensation

   77,380    71,063  

Excess tax benefits from share-based compensation

   (60,332  (54,294

Loss on early extinguishment of debt

   51,773    —    

Pension settlement charge

   31,173    —    

Changes in assets and liabilities:

   

(Increase) in accounts receivable

   (72,487  (60,172

(Increase) in merchandise inventories

   (758,601  (1,197,845

(Increase) in taxes recoverable

   (4,356  (3,403

(Increase) in prepaid expenses and other current assets

   (38,174  (41,293

Increase in accounts payable

   524,981    677,227  

Increase in accrued expenses and other liabilities

   232,910    201,630  

(Decrease) increase in income taxes payable

   (19,000  5,022  

Other

   (44,951  31,510  
  

 

 

  

 

 

 

Net cash provided by operating activities

   2,087,294    1,656,564  
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Property additions

   (767,197  (650,667

Purchase of investments

   (533,807  (642,685

Sales and maturities of investments

   432,046    501,618  

Acquisition of Trade Secret

   (2,324  (57,104
  

 

 

  

 

 

 

Net cash (used in) investing activities

   (871,282  (848,838
  

 

 

  

 

 

 

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

   (1,175,000  (1,296,104

Cash payments for debt issuance expenses

   (9,921  —    

Cash payment for rate lock agreement

   (3,150  —    

Proceeds from issuance of common stock

   110,902    81,377  

Excess tax benefits from share-based compensation

   60,332    54,294  

Cash dividends paid

   (481,859  (404,094
  

 

 

  

 

 

 

Net cash (used in) financing activities

   (931,740  (1,564,527
  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   (4,213  (13,638
  

 

 

  

 

 

 

Net increase (decrease) in cash and cash equivalents

   280,059    (770,439

Cash and cash equivalents at beginning of year

   2,095,473    2,493,775  
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $2,375,532   $1,723,336  
  

 

 

  

 

 

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

Balance, January 28, 2017

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

Net income

   —     —     —     —     536,279   536,279 

Other comprehensive income (loss), net of tax

   —     —     —     (1,208  —     (1,208

Cash dividends declared on common stock

   —     —     —     —     (201,407  (201,407

Recognition of share-based compensation

   —     —     24,051   —     —     24,051 

Issuance of common stock under Stock Incentive Plan and related tax effect

   1,482   1,482   33,726   —     —     35,208 

Common stock repurchased and retired

   (4,525  (4,525  (57,777  —     (287,697  (349,999
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, April 29, 2017

   643,276  $643,276  $—    $(695,434 $4,605,681  $4,553,523 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

 

6


THE TJX COMPANIES, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

IN THOUSANDS

   

 

Common Stock

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

Balance, January 30, 2016

   663,496   $663,496   $—     $(667,472 $4,311,051   $4,307,075  

Net income

   —      —      —      —      1,620,306    1,620,306  

Other comprehensive income (loss), net of tax

   —      —      —      (134,085  —      (134,085

Cash dividends declared on common stock

   —      —      —      —      (512,131  (512,131

Recognition of share-based compensation

   —      —      77,380    —      —      77,380  

Issuance of common stock under Stock Incentive Plan and related tax effect

   3,795    3,795    142,471    —      —      146,266  

Common stock repurchased and retired

   (15,390  (15,390  (219,851  —      (939,759  (1,175,000
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, October 29, 2016

   651,901   $651,901   $—     $(801,557 $4,479,467   $4,329,811  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

7


THE TJX COMPANIES, INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note A. Summary of Significant Accounting Policies

Basis of Presentation:The consolidated interim financial statements 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 for the periods reported, all in conformity with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied. The consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements, including the related notes, contained in TJX’s Annual Report on Form10-K for the fiscal year ended January 30, 201628, 2017 (“fiscal 2016”2017”).

These interim results are not necessarily indicative of results for the full fiscal year, becauseyear. 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 30, 201628, 2017 balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Fiscal Year: TJX’s fiscal year ends on the Saturday nearest to the last day of January of each year. The current fiscal year ends January 28, 2017February 3, 2018 (“fiscal 2017”2018”) and is a 52-week53-week fiscal year. Fiscal 20162017 was also a52-week fiscal year.

Share-Based Compensation:TJX accounts for share-based compensation by estimating the fair value of each award on the date of grant. TJX uses the Black-Scholes option pricing model for stock options awarded and uses the market price on the grant date for performance-based restricted stockshare awards. Total share-based compensation expense was $27.5$24.1 million for the quarter ended OctoberApril 29, 20162017 and $27.3$25.0 million for the quarter ended October 31, 2015. Total share-based compensation expense was $77.4 million for the nine months ended October 29, 2016 and $71.1 million for the nine months ended October 31, 2015.April 30, 2016. These amounts include stock option expense as well as restricted and deferredperformance-based stock amortization. There were options to purchase 0.71.6 million shares of common stock exercised during the quarter ended OctoberApril 29, 2016 and options to purchase 4.0 million shares of common stock exercised during the nine months ended October 29, 2016.2017. There were options outstanding to purchase 28.725.6 million shares of common stock as of OctoberApril 29, 2016.2017. As of OctoberApril 29, 2016,2017, there was $100.7$146.7 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under TJX’s stock incentive plan.

Cash and Cash Equivalents: TJX generally considers highly liquid investments with a maturity of 90 days or less at the date of purchase to be cash equivalents. As of OctoberApril 29, 2016,2017, TJX’s cash and cash equivalents held by its foreign subsidiaries were $1,138.2$1,233.4 million, of which $253.3$263.2 million was held in countries where TJX has the intention to reinvest any undistributed earnings indefinitely.

Investments: Investments with maturities greater than 90 days but less than one year at the date of purchase are included in short-term investments. These investments are classified as trading securities and are stated at fair value. Investments are classified as either short- or long-term based on their original maturities. TJX’s investments are primarily high-grade commercial paper, institutional money market funds and time deposits with major banks.

Merchandise Inventories: Inventories are stated at the lower of cost or market. TJX uses the retail method for valuing inventories at all of its businesses, except at Sierra Trading Post (“STP”) and Trade Secret.T.K. Maxx in Australia. The businesses that utilize the retail method have some inventory that is initially valued at cost before the retail method is applied as it has not been fully processed for sale (e.g. inventory in transit and unprocessed inventory in our distribution centers). Under the retail method, TJX utilizes a permanent markdown strategy and lowers the cost value of the inventory that is subject to markdown at the time the retail prices are lowered in the stores. TJX accrues for inventory obligations at the time title transfers, which is typically at the time when inventory is shipped. As a result, merchandise inventories on TJX’s balance sheet include an accrual forin-transit inventory of $785.0$501.5 million at OctoberApril 29, 2016, $690.32017, $641.9 million at January 30, 201628, 2017 and $816.6$544.0 million at October 31, 2015.April 30, 2016. Comparable amounts were reflected in accounts payable at those dates.

8


Leases:TJX begins to record rent expense when it takes possession of a store, which is typically 30 to 60 days prior to the opening of the store and generally occurs before the commencement of the lease term, as specified in the lease. Lease agreements involving property built to our specifications are reviewed to determine if our involvement in the construction project requires that we account for the project costs as if we were the owner for accounting purposes. We have entered into several lease agreements where we are deemed the owner of a construction project for accounting purposes. Thus, during construction of the facility the construction costs incurred by the lessor are included as a construction in progress asset along with a related liability of the same amount on our balance sheet. Upon completion of the project, a sale-leaseback analysis is performed to determine if the Company should record a sale to remove the related asset and related obligation and record the lease as either an operating or capital lease obligation. If the Company is precluded from derecognizing the asset when construction is complete, due to continuing involvement beyond a normal leaseback, the lease is accounted for as a financing transaction and the recorded asset and related financing obligation remain on the Consolidated Balance Sheets. Accordingly, the asset is depreciated over its estimated useful life in accordance with the Company’s policy and a portion of the lease payments is allocated to ground rent and treated as an operating lease. The portion of the lease payment allocated to ground rental expense is based on the fair value of the land at the commencement of construction. Lease payments allocated to the non-land asset are recognized as reductions to the financing obligation and interest expense.

NewRecently Issued Accounting Standards:Standards: In March 2016,May 2014, a pronouncement was issued that aimscreates common revenue recognition guidance for GAAP. The new guidance supersedes most preexisting revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to simplify several aspectsdepict the transfer of accounting and reporting for share-based payment transactions. One provision requirespromised goods or services to customers in an amount that excess income tax benefits and tax deficiencies relatedreflects the consideration to share-based payments be recognized within income tax expense inwhich the statement of income, rather than within additional paid-in capital on the balance sheet. The Company is currently evaluating the potential impact that this provision, which isentity expects to be applied prospectively,entitled in exchange for those goods or services. The new standard was originally scheduled to be effective for annual reporting

7


periods beginning after December 15, 2016, including interim periods within that reporting period. In April 2015, the Financial Accounting Standards Board proposed an update to this rule which deferred its effective date for one year. The new standard will have on its financial statements. The Company does not expect the other provisions within the pronouncement will have a material impact on its financial statements. The guidance isbe effective for annual reporting periods beginning after December 15, 2016, including2017, and interim periods therein, with an option to adopt the standard early. The standard shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. For TJX, the standard will be effective in the first quarter of the fiscal year ending January 26, 2019. We believe that there will be no change in the timing or amount of revenue recognized under the new standard as it relates to revenue from point of sale at the registers in our stores, which constitutes more than 95% of the Company’s revenue. We continue to evaluate other revenue streams such ase-commerce sales and shipping revenue, and there may be a slight change in the timing of when such revenue is recognized. The new standard will require a change in the presentation of our sales return reserve on the balance sheet, which we record net. The new standard will require the reserve to be established at the gross sales value with an asset established for the value of the merchandise returned. We do not expect this change to have material impact on our financial condition or results of operations.

In February 2016, a pronouncement was issued that aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The new standard is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods; early adoption permitted.is permitted and modified retrospective application is required. The Company expects this standard to have a material impact on its statement of financial condition as it will record a significant asset and liability associated with its more than 3,800 leased locations. We cannot assess the income statement impact at this time as we need to assess if the initial lease term will differ under the new standard versus current accounting practice. If the lease term remains unchanged the income statement impact of the new standard is not expected to be material. The Company is in the process of evaluating its lease portfolio and identifying what additional data will be needed to comply with the new standard. We are also evaluating available software options and system support that will be required to implement the new accounting process. We do not currently plan to adopt early.

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

In October 2016,January 2017, a pronouncement was issued that aims to reducesimplify the diversity in practice and complexity associated with accounting forsubsequent measurement of goodwill by eliminating Step 2 from the income tax consequencesgoodwill impairment test. Under the new guidance, goodwill impairment will be measured as the amount by which the carrying value exceeds the fair value. The loss recognized should not exceed the total amount of intra-entity transfers of assets other than inventory. Current GAAP prohibitsgoodwill allocated to the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The new pronouncement stipulates that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.reporting unit. The new guidance will be effective for annual reporting periods beginning after December 15, 2017,2019, including interim reporting periods within thoseperiods. Early adoption is permitted for annual reporting periods, with earlyor interim goodwill impairment tests performed on testing dates after January 1, 2017. TJX does not expect the adoption permitted in the first interim period only. The amendments areof this standard to be appliedhave a material impact on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. TJX is in the process of evaluating this guidance to determine the impact it will have on our consolidated financial statements.

In May 2014,March 2017, a pronouncement was issued that creates common revenue recognition guidance for GAAP. The new guidance supersedes most preexisting revenue recognition guidance. The core principlerequires an employer report the service cost component of net periodic pension and net periodic post retirement cost in the guidance is that an entity should recognize revenue to depictsame line item as other compensation costs arising from services rendered by the transferemployees during the period. It also requires the other components of promised goods or services to customers in an amount that reflects the consideration to which the entity expectsnet periodic pension and net periodic postretirement benefit cost to be entitledpresented in exchangethe income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component is eligible for those goods or services. The new standard was originally scheduled to becapitalization. This pronouncement is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. In April 2015, the Financial Accounting Standards Board proposed an update to this rule which deferred its effective date for one year. The proposed update stipulates the new standard would be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, withduring those fiscal years. Early adoption is permitted as of the beginning of an optionannual period for which financial statements have not been issued or made available for issuance. We are evaluating the presentation of the other components of net benefit cost.

Recently Adopted Accounting Standards: In the first quarter of 2017, TJX adopted a pronouncement that aims to adoptsimplify several aspects of accounting and reporting for share-based payment transactions. One provision within this pronouncement requires that excess income tax benefits and tax deficiencies related to share-based payments be recognized within income tax expense in the standardstatement of income, rather than within additionalpaid-in capital on the originally scheduled effective date. The standard shall be

 

98


balance sheet. The adoption of this provision is to be applied either retrospectivelyprospectively. The impact to each period presented or as a cumulative-effect adjustment asTJX’s results of the date of adoption. For TJX, the standard will be effectiveoperations related to this provision in the first quarter of 2017 was a decrease in the fiscal year ending January 26, 2019. TJX is currently evaluatingprovision for income taxes of $24.6 million. The impact of this benefit on TJX’s future results of operations will depend in part on the market prices for TJX’s shares on the dates there are taxable events related to share awards, and therefore the impact ofis difficult to predict. This change and the newremaining provisions within the pronouncement did not have a material impact on itsour consolidated financial statements.

In February 2016, a pronouncement was issued that aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities onNote B. Property at Cost

Presented below are the balance sheet and requiring disclosurecomponents of key information about leasing arrangements. The new standard is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods; early adoption is permitted and modified retrospective application is required. TJX is in the process of evaluating this guidance to determine the impact it will have on our financial statements.

In April 2015, a pronouncement was issued that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For TJX, the standard was effective in the first quarter of fiscal 2017. As a result, we have recast the January 30, 2016 consolidated balance sheet to conform to the current period presentation. The adoption of this standard reduced previously-presented other assets by $9.1 million and reduced long-term debt by $9.1 millionproperty at cost as of April 29, 2017, January 28, 2017 and April 30, 2016. In addition, we have also recast the October 31, 2015 consolidated balance sheet to conform to the current period presentation. The adoption of this standard reduced previously-presented other assets by $9.5 million and reduced long-term debt by $9.5 million as of October 31, 2015.

In November 2015, a pronouncement was issued that requires entities to present deferred tax assets (DTAs) and deferred tax liabilities (DTLs) as noncurrent in a classified balance sheet. It simplified then existing guidance, which required entities to separately present DTAs and DTLs as current or noncurrent in a classified balance sheet. TJX adopted this guidance as of January 30, 2016, and applied it retrospectively. The impact on the October 31, 2015 consolidated balance sheet was to reduce previously-presented current DTAs by $120.9 million, decreased long-term DTAs by $2.6 million and reduced long-term DTLs by $123.5 million as of October 31, 2015.

Note B. Acquisition of Trade Secret

On October 24, 2015, TJX purchased Trade Secret, an off-price retailer that operates 35 stores in Australia, for AUD$83.3 million (US$59.4 million).

The following table presents the final allocation of the purchase price to the assets and liabilities acquired based on their estimated fair values as of October 24, 2015 (in thousands):2016:

 

Current assets

  $25,899  

Property and equipment

   10,184  

Goodwill and intangible assets

   37,416  

Less liabilities assumed

   (14,071
  

 

 

 

Net assets acquired

  $59,428  
  

 

 

 

In thousands

  April 29,
2017
   January 28,
2017
   April 30,
2016
 

Land and buildings

  $1,255,710   $1,247,585   $1,048,931 

Leasehold costs and improvements

   2,962,697    2,884,054    2,845,839 

Furniture, fixtures and equipment

   5,019,753    4,871,764    4,564,207 
  

 

 

   

 

 

   

 

 

 

Total property at cost

  $9,238,160   $9,003,403   $8,458,977 

Less accumulated depreciation and amortization

   4,637,116    4,470,509    4,229,273 
  

 

 

   

 

 

   

 

 

 

Net property at cost

  $4,601,044   $4,532,894   $4,229,704 
  

 

 

   

 

 

   

 

 

 

Goodwill and intangible assets include goodwill of $25 million and identified intangible assets of $12Depreciation expense was $172.6 million for the value ofthree months ended April 29, 2017 and $160.0 million for the tradename “Trade Secret” which is being amortized over 10 years.three months ended April 30, 2016. Depreciation expense was $658.8 million for the twelve months ended January 28, 2017.

The operating results of Trade SecretDuring fiscal 2017 the Company identified fully depreciated assets that were no longer in use and should have been included in TJX’swritten off during fiscal 2017 or prior periods. The April 30, 2016 property at cost and accumulated depreciation was reduced by $840 million. There was no impact to net property at cost. This error was not material to our consolidated financial statements, from the date of acquisition and Trade Secret is now part of the TJX International segment along with our European operations. Pro forma results of operation assuming the acquisition of Trade Secret occurred as of the beginning of fiscal 2015however we have not been presented as the inclusion of the results of operationscorrected amounts for the acquired business would notquarter ended April 30, 2016 to reflect the write-off that should have produced a material impact on TJX’s sales, net income or earnings per share as reported.been recorded at that time.

10


Note C. Accumulated Other Comprehensive Income (Loss)

Amounts included in accumulated other comprehensive income (loss) are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive income (loss) for the related periods:

 

In thousands

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

Balance, January 30, 2016

  $(439,192  $(224,654  $(3,626  $(667,472

Additions to other comprehensive income:

        

Foreign currency translation adjustments (net of taxes of $17,241)

   (93,304   —       —       (93,304

Recognition of net gains/losses on benefit obligations,(net of taxes of $47,051)

   —       (71,525   —       (71,525

Pension settlement charge (net of taxes of $12,369)

   —       18,804     —       18,804  

Reclassifications from other comprehensive income to net income:

        

Amortization of prior service cost and deferred gains/losses (net of taxes of $7,517)

   —       11,427     —       11,427  

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

   —       —       513     513  
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, October 29, 2016

  $(532,496  $(265,948  $(3,113  $(801,557
  

 

 

   

 

 

   

 

 

   

 

 

 

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 $20,543)

   (5,247   —      —      (5,247

Reclassifications from other comprehensive income to net income:

        

Amortization of prior service cost and deferred gains/losses (net of taxes of $2,543)

   —      3,868    —      3,868 

Amortization of loss on cash flow hedge (net of taxes of $112)

   —      —      171    171 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, April 29, 2017

  $(497,050  $(195,613  $(2,771  $(695,434
  

 

 

   

 

 

   

 

 

   

 

 

 

Note D. Capital Stock and Earnings per Share

Capital Stock: TJX repurchased and retired 5.24.5 million shares of its common stock at a cost of $400.0$350.0 million during the quarter ended OctoberApril 29, 2016, on a “trade date” basis. During the nine months ended October 29, 2016, TJX repurchased and retired 15.4 million shares of its common stock at a cost of $1.2 billion,2017, on a “trade date” basis. TJX reflects stock repurchases in its financial statements on a “settlement date” or cash basis. TJX had cash expenditures under repurchase programs of $1.2 billion$350.0 million for the ninethree months ended OctoberApril 29, 20162017 and $1.3 billion$341.3 million for the ninethree months ended October 31, 2015.April 30, 2016.

9


In February 2015,2016, TJX announced that its Board of Directors had approved a stock repurchase program that authorized the repurchase of up to an additional $2.0 billion of TJX common stock from time to time. Under this program, on a “trade date” basis through OctoberApril 29, 2016,2017, TJX repurchased 22.77.3 million shares of common stock at a cost of $1.7 billion.$559.2 million. At OctoberApril 29, 2016, $315.8 million2017, $1.4 billion remained available for purchase under this program.

In February 2016,2017, TJX announced that its Board of Directors had approved anotheran additional stock repurchase program that authorized the repurchase of up to an additional $2.0$1.0 billion of TJX common stock from time to time, all of which remained available at OctoberApril 29, 2016.2017.

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

11


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

 

   Thirteen Weeks Ended 

In thousands, except per share data

  October 29,
2016
   October 31,
2015
 

Basic earnings per share

    

Net income

  $549,786    $587,256  

Weighted average common shares outstanding for basic EPS

   653,559     671,154  

Basic earnings per share

  $0.84    $0.88  

Diluted earnings per share

    

Net income

  $549,786    $587,256  

Shares for basic and diluted earnings per share calculations:

    

Weighted average common shares outstanding for basic EPS

   653,559     671,154  

Assumed exercise/vesting of:

    

Stock options and awards

   8,162     9,690  
  

 

 

   

 

 

 

Weighted average common shares outstanding for diluted EPS

   661,721     680,844  
  

 

 

   

 

 

 

Diluted earnings per share

  $0.83    $0.86  

  Thirteen Weeks Ended 
  Thirty-Nine Weeks Ended   April 29,   April 30, 

In thousands, except per share data

  October 29,
2016
   October 31,
2015
   2017   2016 

Basic earnings per share

        

Net income

  $1,620,306    $1,611,192    $536,279   $508,346 

Weighted average common shares outstanding for basic EPS

   657,746     676,220     644,425    661,515 

Basic earnings per share

  $2.46    $2.38    $0.83   $0.77 

Diluted earnings per share

        

Net income

  $1,620,306    $1,611,192    $536,279   $508,346 

Shares for basic and diluted earnings per share calculations:

        

Weighted average common shares outstanding for basic EPS

   657,746     676,220     644,425    661,515 

Assumed exercise/vesting of:

        

Stock options and awards

   8,886     9,852     10,374    8,873 
  

 

   

 

   

 

   

 

 

Weighted average common shares outstanding for diluted EPS

   666,632     686,072     654,799    670,388 
  

 

   

 

   

 

   

 

 

Diluted earnings per share

  $2.43    $2.35    $0.82   $0.76 

The weighted average common shares for the diluted earnings per share calculation exclude 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. Such options are excluded because they would have an antidilutive effect. There were 4.38.0 million such options excluded for the thirteen weeks and thirty-nine weeks ended OctoberApril 29, 2016.2017. There were 4.24.1 million such options excluded for the thirteen weeks and thirty-nine weeks ended October 31, 2015.April 30, 2016.

 

1210


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. When and to the extent deemed appropriate, TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of derivative financial instruments. 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 and measures those instruments at fair value. The fair values of the derivatives are classified as assets or liabilities, current ornon-current, based upon valuation results and settlement dates of the individual contracts. Changes to the fair value of derivative contracts that do not qualify for hedge accounting are reported in earnings in the period of the change. For derivatives that qualify for hedge accounting, changes in the fair value of the derivatives are either recorded in shareholders’ equity as a component of other comprehensive income or are recognized currently in earnings, along with an offsetting adjustment against the basis of the item being hedged. TJX does not hedge its net investments in foreign subsidiaries.

Diesel Fuel Contracts:When and to the extent deemed appropriate, TJX hedges portions of its estimated notional diesel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing (and the resulting per mile surcharges payable by TJX) by setting a fixed price per gallon for the period being hedged. During fiscal 20162017 and the first three months of fiscal 2017,2018, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for fiscal 2017.2018. In addition, during fiscal 2017,2018, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for the first ninethree months of fiscal 2018.2019. The hedge agreements outstanding at OctoberApril 29, 20162017 relate to approximately 51%53% of TJX’s estimated notional diesel requirements for the remainder of fiscal 20172018 and approximately 50% of TJX’s estimated notional diesel requirements for the first ninethree months of fiscal year 2018.2019. These diesel fuel hedge agreements will settle throughout the remainder of fiscal 20172018 and the first tenthree months of fiscal 2018. TJX2019.TJX elected not to apply hedge accounting rules to these contracts.

Foreign Currency Contracts:When and to the extent deemed appropriate, TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations in Europeat TJX International (United Kingdom, Ireland, Germany, Poland, Austria, The Netherlands and The Netherlands)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 OctoberApril 29, 20162017 cover a portion of such actual and anticipated merchandise purchases throughout the remainder of fiscal 2017 and the first two quarters of the fiscal year ending February 3, 2018, (“fiscal 2018”).2018. 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 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 buying entity for changes in the exchange rate between the Euro and British Pound. The inflow of Euros to the central buying entity provides a natural hedge for merchandise purchased from third-party vendors that is denominated in Euros. However, with the growth of TJX’s Euro denominated retail operations, the intercompany billings committed to the Euro denominated operations is generating Euros in excess of those needed to meet merchandise commitments to outside vendors. TJX calculates this excess Euro exposure each month and enters into forward contracts of approximately 30 days duration to mitigate the exposure. TJX elected not to apply hedge accounting rules to these contracts.

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

 

1311


The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at OctoberApril 29, 2016:2017:

 

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 29,
2016
  

Pay

    Receive Blended
Contract
Rate
 Balance Sheet
Location
 Current Asset
U.S.$
 Current
(Liability)
U.S.$
 Net Fair
Value in
U.S.$ at
April 29,
2017
 

Fair value hedges:

                      

Intercompany balances, primarily debt and related interest

Intercompany balances, primarily debt and related interest

  

   

Intercompany balances, primarily debt and related interest

 

     
  57,073    C$19,606     0.3435     Prepaid Exp   $199    $—     $199  
  45,000    £7,403     0.1645     (Accrued Exp  —       (2,357 (2,357 zł            67,000    £13,000  0.1940  (Accrued Exp)   —    (292 (292
  61,000    £47,211     0.7740     (Accrued Exp  —       (9,681 (9,681 €             66,000    £57,048  0.8644  Prepaid Exp  1,565   —    1,565 
  U.S.$77,957    £55,000     0.7055     (Accrued Exp  —       (10,999 (10,999 U.S.$      68,445    £55,000  0.8036  Prepaid Exp  3,319   —    3,319 
  £25,000    C$41,123     1.6449     Prepaid Exp   45     —     45   A$          10,000    $5,799  0.5799  Prepaid Exp  60   —    60 

Economic hedges for which hedge accounting was not elected:

Economic hedges for which hedge accounting was not elected:

  

   

Economic hedges for which hedge accounting was not elected:

 

     

Diesel 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   Fixed on 2.1M – 2.5M gal per month     

Float on 2.1M –
2.5M gal per
month
 
 
 
 N/A  (Accrued Exp)   —    (1,585 (1,585

Intercompany billings in Europe, primarily merchandise related

  88,000    £79,577     0.9043     Prepaid Exp   186     —     186   €             85,000    £72,765  0.8561  Prepaid Exp  1,546   —    1,546 

Merchandise purchase commitments

Merchandise purchase commitments

  

   

Merchandise purchase commitments

         
  C$461,631    U.S.$355,350     0.7698     Prepaid Exp   10,434     —     10,434   C$        521,997    U.S.$394,800  0.7563  Prepaid Exp  11,755   —    11,755 
  C$21,643    14,900     0.6885     Prepaid Exp   217     —     217   C$          24,743    17,500  0.7073  Prepaid Exp  953   —    953 
  £191,518    U.S.$252,600     1.3189     

 

Prepaid Exp /

(Accrued Exp

  

 18,824     (626 18,198   £           209,383    U.S.$263,000  1.2561  (Accrued Exp)   —    (8,919 (8,919
  U.S.$675    £468     0.6934     (Accrued Exp  —       (106 (106 A$          17,940    U.S.$13,573  0.7566   
Prepaid Exp /
(Accrued Exp)
 
 
 162  (19 143 
  258,005    £50,292     0.1949     

 

Prepaid Exp /

(Accrued Exp

  

 1     (3,875 (3,874 zł          269,048    £52,774  0.1962   
Prepaid Exp /
(Accrued Exp)
 
 
 411  (1,243 (832
  U.S.$49,288    43,819     0.8891     

 

Prepaid Exp /

(Accrued Exp

  

 19     (1,122 (1,103 U.S.$      36,314    33,862  0.9325  Prepaid Exp  683   —    683 
         

 

   

 

  

 

         

 

  

 

  

 

 

Total fair value of financial instruments

Total fair value of financial instruments

  

 $31,410    $(28,766 $2,644  

Total fair value of financial instruments

       $20,454  $(12,058 $8,396 
         

 

   

 

  

 

        

 

  

 

  

 

 

 

1412


The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at October 31, 2015:April 30, 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 31,
2015
  

Pay

    Receive Blended
Contract
Rate
 Balance Sheet
Location
 Current Asset
U.S.$
 Current
(Liability)
U.S.$
 Net Fair
Value in
U.S.$ at
April 30,
2016
 

Fair value hedges:

                      

Intercompany balances, primarily debt and related interest

Intercompany balances, primarily debt and related interest

  

        

Intercompany balances, primarily debt and related interest

 

     
  87,073    C$29,560     0.3395     

 

Prepaid Exp /

(Accrued Exp

  

 $270    $(198 $72   zł             87,073    C$29,950  0.3440  Prepaid Exp  $1,085  $—    $1,085 
  35,000    £6,279     0.1794     Prepaid Exp   635     —     635   zł             45,000    £7,403  0.1645  (Accrued Exp)   —    (933 (933
  45,000    £33,294     0.7399     Prepaid Exp   1,726     —     1,726   €              53,000    £40,820  0.7702  (Accrued Exp)   —    (1,637 (1,637
  19,850    U.S.$22,647     1.1409     Prepaid Exp   762     —     762   U.S.$      77,957    £55,000  0.7055  Prepaid Exp  2,523   —    2,523 
  U.S.$83,400    £55,000     0.6595     Prepaid Exp   1,424     —     1,424  

Economic hedges for which hedge accounting was not elected:

Economic hedges for which hedge accounting was not elected:

  

                  

Diesel contracts

   

 
 

Fixed on 975K

– 3.0M gal per
month

  

  
  

   

 
 

Float on 975K

– 3.0M gal
per month

  

  
  

   N/A     (Accrued Exp  —       (10,437 (10,437 Fixed on 1.9M – 2.2M gal per month     

Float on 1.9M –
2.2M gal per
month
 
 
 
 N/A  (Accrued Exp)   —    (4,875 (4,875

Intercompany billings in Europe, primarily merchandise related

 €              85,000    £67,798  0.7976  Prepaid Exp  1,538   —    1,538 

Merchandise purchase commitments

Merchandise purchase commitments

  

        

Merchandise purchase commitments

         
  C$530,307    U.S.$410,904     0.7748     

 

Prepaid Exp /

(Accrued Exp

  

 6,470     (906 5,564   C$         492,465    U.S.$362,900  0.7369  (Accrued Exp)   —    (29,356 (29,356
  C$18,574    12,700     0.6838     

 

Prepaid Exp /

(Accrued Exp

  

 2     (224 (222 C$           20,941    14,000  0.6685  (Accrued Exp)   —    (639 (639
  £160,365    U.S.$247,900     1.5458     

 

Prepaid Exp /

(Accrued Exp

  

 1,218     (689 529   £            146,518    U.S.$212,550  1.4507   
Prepaid Exp /
(Accrued Exp)
 
 
 2,027  (3,635 (1,608
  213,967    £36,670     0.1714     Prepaid Exp   1,275     —     1,275   zł           216,245    £38,136  0.1764   
Prepaid Exp /
(Accrued Exp)
 
 
 293  (1,133 (840
  U.S.$29,338    26,318     0.8971     

 

Prepaid Exp /

(Accrued Exp

  

 19     (379 (360 U.S.$        38,434    34,051  0.8860  Prepaid Exp  634   —    634 
         

 

   

 

  

 

         

 

  

 

  

 

 

Total fair value of financial instruments

Total fair value of financial instruments

  

     $13,801    $(12,833 $968  

Total fair value of financial instruments

       $8,100  $(42,208 $(34,108
         

 

   

 

  

 

        

 

  

 

  

 

 

 

1513


Presented below is the impact of derivative financial instruments on the 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 29,
2016
  October 31,
2015
 

Fair value hedges:

     

Intercompany balances, primarily debt and related interest

   
 
Selling, general and
administrative expenses
  
  
  $(10,549 $(730

Economic hedges for which hedge accounting was not elected:

     

Diesel fuel contracts

   
 
Cost of sales, including buying
and occupancy costs
  
  
   4,241    (2,405

Intercompany billings in Europe, primarily merchandise related

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

Merchandise purchase commitments

   
 
Cost of sales, including buying
and occupancy costs
  
  
   23,105    5,311  
    

 

 

  

 

 

 

Gain / (loss) recognized in income

    $10,886   $2,176  
    

 

 

  

 

 

 

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

Location of Gain (Loss)
Recognized in Income by
Derivative

 Thirteen Weeks Ended 

In thousands

  Location of Gain (Loss)
Recognized in Income by
Derivative
   October 29,
2016
 October 31,
2015
  April 29, 2017 April 30, 2016 

Fair value hedges:

        

Intercompany balances, primarily debt and related interest

   
 
Selling, general and
administrative expenses
  
  
  $(23,835 $6,978   Selling, general and administrative expenses $3,225  $877 

Economic hedges for which hedge accounting was not elected:

     

Economic hedges for which hedge accounting was not elected:

  

Diesel fuel contracts

   
 
Cost of sales, including buying
and occupancy costs
  
  
   3,012   (11,696 Cost of sales, including buying and occupancy costs (3,323 2,287 

Intercompany billings in Europe, primarily merchandise related

   
 
Cost of sales, including buying
and occupancy costs
  
  
   (14,987  —     Cost of sales, including buying and occupancy costs 1,601  (2,108

Merchandise purchase commitments

   
 
Cost of sales, including buying
and occupancy costs
  
  
   15,826   12,854   Cost of sales, including buying and occupancy costs 9,933  (44,988
    

 

  

 

   

 

  

 

 

Gain / (loss) recognized in income

    $(19,984 $8,136    $11,436  $(43,932
    

 

  

 

   

 

  

 

 

 

1614


Note F. Disclosures about Fair Value of Financial Instruments

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

 

Level 1:  Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2:  Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
Level 3:  Unobservable inputs for the asset or liability

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

 

In thousands

  October 29,
2016
   January 30,
2016
   October 31,
2015
   April 29,
2017
   January 28,
2017
   April 30,
2016
 

Level 1

            

Assets:

            

Executive Savings Plan investments

  $185,042    $155,847    $164,970    $213,260   $195,733   $173,523 

Level 2

            

Assets:

            

Short-term investments

  $450,804    $352,313    $399,714    $457,091   $543,242   $403,702 

Foreign currency exchange contracts

   29,925     28,643     13,801     20,454    6,018    8,100 

Diesel fuel contracts

  $1,485     —       —       —      2,183    —   

Liabilities:

            

Foreign currency exchange contracts

  $28,766    $3,455    $2,396    $10,473   $7,256   $37,333 

Diesel fuel contracts

   —       13,952     10,437     1,585    —      4,875 

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 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 OctoberApril 29, 20162017 was $2.2$2.20 billion compared to a carrying value of $2.2$2.23 billion. The fair value of long-term debt as of January 30, 201628, 2017 was $1.7$2.17 billion compared to a carrying value of $1.6$2.23 billion. The fair value of long-term debt as of October 31, 2015April 30, 2016 was $1.7$1.72 billion compared to a carrying value of $1.6$1.62 billion. These estimates do not necessarily reflect provisions or restrictions in the various debt agreements that might affect TJX’s ability to settle these obligations.

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

 

1715


Note G. Segment Information

TJX operates four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls and tjmaxx.com) and the HomeGoods segment 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 Trade SecretT.K. Maxx in Australia. TJX also operates Sierra Trading Post (STP), anoff-price Internet retailer that operates sierratradingpost.com and a small number of stores in the U.S. The results of STP are included in the Marmaxx segment. The former TJX Europe segment was renamed TJX International in the fourth quarter of fiscal 2016 to reflect the acquisition of Trade Secret in Australia.

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

TJX evaluates the performance of its segments based on “segment profit or loss,” which it defines aspre-tax income or loss before general corporate expense and interest expense, net. “Segment profit or loss,” as defined by TJX, may not be comparable to similarly titled measures used by other entities. The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales. These measures of performance should not be considered alternatives to net income 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   Thirteen Weeks Ended 

In thousands

  October 29,
2016
   October 31,
2015
   April 29,
2017
   April 30,
2016
 

Net sales:

        

In the United States:

        

Marmaxx

  $5,252,815    $4,926,507    $4,967,135   $4,865,375 

HomeGoods

   1,078,373     959,844     1,121,269    1,010,436 

TJX Canada

   855,473     753,630     738,771    685,577 

TJX International

   1,105,027     1,113,514     956,849    980,968 
  

 

   

 

   

 

   

 

 
  $8,291,688    $7,753,495    $7,784,024   $7,542,356 
  

 

   

 

   

 

   

 

 

Segment profit:

        

In the United States:

        

Marmaxx

  $703,092    $678,343    $687,165   $708,857 

HomeGoods

   149,739     134,550     152,092    138,210 

TJX Canada

   142,491     113,152     102,880    57,472 

TJX International

   87,821     115,290     6,860    14,347 
  

 

   

 

   

 

   

 

 
   1,083,143     1,041,335     948,997    918,886 

General corporate expense

   97,902     87,140     106,648    83,723 

Loss on early extinguishment of debt

   51,773     —    

Pension settlement charge

   31,173     —    

Interest expense, net

   12,462     13,005     9,841    10,194 
  

 

   

 

   

 

   

 

 

Income before provision for income taxes

  $889,833    $941,190    $832,508   $824,969 
  

 

   

 

   

 

   

 

 

 

18


   Thirty-Nine Weeks Ended 

In thousands

  October 29,
2016
   October 31,
2015
 

Net sales:

    

In the United States:

    

Marmaxx

  $15,217,188    $14,227,800  

HomeGoods

   3,075,472     2,735,415  

TJX Canada

   2,297,831     2,073,189  

TJX International

   3,125,606     2,946,459  
  

 

 

   

 

 

 
  $23,716,097    $21,982,863  
  

 

 

   

 

 

 

Segment profit:

    

In the United States:

    

Marmaxx

  $2,154,238    $2,046,192  

HomeGoods

   415,996     367,984  

TJX Canada

   321,942     278,005  

TJX International

   145,047     192,519  
  

 

 

   

 

 

 
   3,037,223     2,884,700  

General corporate expense

   290,975     256,764  

Loss on early extinguishment of debt

   51,773     —    

Pension settlement charge

   31,173     —    

Interest expense, net

   33,918     35,437  
  

 

 

   

 

 

 

Income before provision for income taxes

  $2,629,384    $2,592,499  
  

 

 

   

 

 

 

1916


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 29,
2016
   October 31,
2015
   October 29,
2016
   October 31,
2015
 

Service cost

  $11,360    $11,453    $293    $(215

Interest cost

   14,023     12,885     793     533  

Expected return on plan assets

   (17,633   (19,546   —       —    

Recognized actuarial losses

   7,943     8,048     783     211  
  

 

 

   

 

 

   

 

 

   

 

 

 

Expense related to current period

   15,693     12,840     1,869     529  

Pension settlement charge

   31,173     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total expense

  $46,866    $12,840    $1,869    $529  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

In thousands

  October 29,
2016
   October 31,
2015
   October 29,
2016
   October 31,
2015
   April 29,
2017
   April 30,
2016
   April 29,
2017
   April 30,
2016
 

Service cost

  $33,778    $37,561    $1,376    $1,172    $11,805   $11,209   $588   $541 

Interest cost

   42,747     38,783     2,543     2,275     13,759    14,362    843    875 

Expected return on plan assets

   (53,503   (58,532   —       —       (17,382   (17,935   —      —   

Recognized actuarial losses

   22,362     25,142     2,512     2,969     5,580    7,209    831    865 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Net periodic pension cost

   45,384     42,954     6,431     6,416  

Pension settlement charge

   31,173     —       —       —    
  

 

   

 

   

 

   

 

 

Total expense

  $76,557    $42,954    $6,431    $6,416    $13,762   $14,845   $2,262   $2,281 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80% of the applicable pension liability (the funding target pursuant to the Internal Revenue Code section 430) or such other amount sufficient to avoid restrictions with respect to the funding of TJX’s nonqualified plans under the Internal Revenue Code. TJX does not anticipate any required funding in fiscal 20172018 for the funded plan. TJX anticipates making payments of $3.3$4.1 million to provide current benefits coming due under the unfunded plan in fiscal 2017.2018.

The amounts included in recognized actuarial losses in the table above have been reclassified in their entirety from other comprehensive income to the statements of income, net of related tax effects, for the periods presented.

20


During the third quarter, 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. On October 21, 2016 the Company’s pension plan paid $103.2 million from pension plan assets to those who accepted this offer, thereby reducing its pension benefit obligations. The transaction had no cash impact on TJX but did result in a non-cash pre-tax pension settlement charge of $31.2 million, which is reported separately on the consolidated statements of income. As a result of the lump sum payout the Company re-measured the funded status of its pension plan as of September 30, 2016. The assumptions for pension expense presented above includes a discount rate of 4.80% through the measurement date and 3.80% thereafter. The expected rate of return on plan assets is 6.50% through the measurement date and 6.00% thereafter. The discount rate for determining the obligation at the measurement date is 3.80%. Presented below is the funded status of the plan as a result of this measurement and lump sum payment:

In thousands

    

Change in projected benefit obligation:

  

Projected benefit obligation at beginning of year

  $1,213,000  

Service cost

   28,337  

Interest cost

   38,754  

Actuarial (gains) losses

   231,636  

Benefits paid including lump sum payment

   (122,029

Expenses paid

   (2,980
  

 

 

 

Projected benefit obligation at measurement date

  $1,386,718  
  

 

 

 

Change in plan assets:

  

Fair value of plan assets at beginning of year

  $1,119,842  

Actual return on plan assets

   159,787  

Employer contribution

   —    

Benefits paid including lump sum payment

   (122,029

Expenses paid

   (2,980
  

 

 

 

Fair value of plan assets at measurement date

  $1,154,620  
  

 

 

 

Funded status:

  

Projected benefit obligation at measurement date

  $1,386,718  

Fair value of plan assets at measurement date

   1,154,620  
  

 

 

 

Funded status – excess obligation at measurement date

  $232,098  
  

 

 

 

Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss):

  

Prior service cost

  $2,438  

Accumulated actuarial losses

   416,873  
  

 

 

 

Amounts included in accumulated other comprehensive income (loss)

  $419,311  
  

 

 

 

TJX also hashad maintained an unfunded postretirement medical plan which was closed to new benefits in fiscal 2006. The amendment to the plan benefits in fiscal 2006 resulted in a negative plan amendment which was being amortized to income over the estimated average remaining life of the eligible plan participants.

During the first quarter of fiscal 2017, TJX terminated the unfunded postretirement medical plan and made a discretionary lump sum payment to participants. The settlement of the liability and the recognition of the remaining negative plan amendment resulted in apre-tax benefit of $5.5 million in the first quarter of fiscal 2017. Amortization from other comprehensive income to net income was $864,000 for the quarter ended October 31, 2015 and $2.6 million for the thirty-nine weeks ended October 31, 2015.

 

2117


Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt, exclusive of current installments, as of OctoberApril 29, 2016,2017, January 28, 2017 and April 30, 2016 and October 31, 2015.2016. All amounts are net of unamortized debt discounts.

 

In thousands

  October 29,
2016
   January 30,
2016
   October 31,
2015
   April 29,
2017
   January 28,
2017
   April 30,
2016
 

General corporate debt:

            

6.95% senior unsecured notes, redeemed on October 12, 2016 (effective interest rate of 6.98% after reduction of unamortized debt discount of $223 at January 30, 2016 and $240 at October 31, 2015)

  $—      $374,777    $374,760  

2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $289 at October 29, 2016, $323 at January 30, 2016 and $335 at October 31, 2015)

   499,711     499,677     499,665  

2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $344 at October 29, 2016, $400 at January 30, 2016 and $418 at October 31, 2015)

   749,656     749,600     749,582  

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

   992,664     —       —    

6.95% senior unsecured notes, redeemed on October 12, 2016 (effective interest rate of 6.98% after reduction of unamortized debt discount of $205 at April 30, 2016)

  $—     $—     $374,795 

2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $267 at April 29, 2017, $278 at January 28, 2017 and $312 at April 30, 2016)

   499,733    499,722    499,688 

2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $306 at April 29, 2017, $325 at January 28, 2017 and $381 at April 30, 2016)

   749,694    749,675    749,619 

2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $6,963 at April 29, 2017 and $7,149 at January 28, 2017)

   993,037    992,851    —   

Debt issuance cost

   (15,118   (9,051   (9,478   (14,113   (14,649   (8,625
  

 

   

 

   

 

   

 

   

 

   

 

 

Long-term debt

  $2,226,913    $1,615,003    $1,614,529    $2,228,351   $2,227,599   $1,615,477 
  

 

   

 

   

 

   

 

   

 

   

 

 

On September 12, 2016, TJX issued $1.0 billion aggregate principal amount of 2.25%ten-year notes due September 2026 all of which was outstanding at OctoberApril 29, 2016.2017. TJX entered into a rate-lock agreement to hedge $700 million of the 2.25% notes. The cost of these agreements are being amortized to interest expense over the term of the notes resulting in an effective fixed rate of 2.36%. On October 12, 2016, TJX used a portion of the proceeds for the 2.25% ten-year notes to redeem all outstanding 6.95% ten-year notes and recorded a pre-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 OctoberApril 29, 2016,2017, 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 thepre-tax realized loss of $7.9 million was recorded as a component of other comprehensive income and is being amortized to interest expense over the term of the notes, resulting in an effective fixed interest rate of 2.91%.

At OctoberApril 29, 2016,2017 TJX had two $500 million revolving credit facilities, one which matures in March 2020 and one which matures in March 2021.2022. At January 30, 2016 and October 31, 2015, TJX had two $500 million revolving credit facilities, one which was scheduled to mature in May 2016 and one which was scheduled to mature in June 2017. In March 2016,April 29, 2017, the $500 million revolving credit facility scheduled to mature in May 2016 was replaced with a new five-year $500 million revolving credit facility maturing in March 2021 and the $500 million revolving credit facility scheduled to mature in June 2017 was replaced with a new four-year $500 million revolving credit facility maturing in March 2020. The terms and covenants under the new revolving credit facilities are similar to those in the terminated facilities andagreements require quarterly payments of 6.0 basis points per annum on the committed amounts for both agreements. This rate is based on the credit ratings of TJX’s long-term debt and would vary with specified changes in the credit ratings. These agreements had no compensating balance requirements and had various

22


covenants. Each of these facilities required 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”) of not more than 2.75 to 1.00 on a rolling four-quarter basis. TJX was in compliance with all covenants related to its credit facilities at OctoberApril 29, 2016,2017, January 28, 2017 and April 30, 2016 and October 31, 2015.2016. As of OctoberApril 29, 2016,2017, January 28, 2017 and April 30, 2016, and October 31, 2015, and during the quarters and year then ended, there were no amounts outstanding under any of these facilities.

As of OctoberApril 29, 2016,2017, January 28, 2017 and April 30, 2016, and October 31, 2015, 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 OctoberApril 29, 2016,2017, January 28, 2017 and April 30, 2016, and October 31, 2015, there were no amounts outstanding on the Canadian credit line for operating expenses. As

18


of OctoberApril 29, 2016,2017, January 28, 2017, and April 30, 2016, and October 31, 2015, our European business at TJX International had an uncommitted credit line of £5 million. As of OctoberApril 29, 2016,2017, January 28, 2017, and April 30, 2016, and October 31, 2015, and during the quarters and year then ended, there were no amounts outstanding on the European credit line.

Note J. Property at Cost

Presented below are the components of property at cost as of October 29, 2016, January 30, 2016 and October 31, 2015:

In thousands

  October 29,
2016
   January 30,
2016
   October 31,
2015
 

Land and buildings

  $1,118,739    $1,013,247    $917,651  

Leasehold costs and improvements

   2,936,777     2,943,191     2,950,635  

Furniture, fixtures and equipment

   5,469,647     5,112,229     5,056,946  
  

 

 

   

 

 

   

 

 

 

Total property at cost

  $9,525,163    $9,068,667    $8,925,232  

Less accumulated depreciation and amortization

   5,206,334     4,931,092     4,858,245  
  

 

 

   

 

 

   

 

 

 

Net property at cost

  $4,318,829    $4,137,575    $4,066,987  
  

 

 

   

 

 

   

 

 

 

Depreciation expense was $484.5 million for the nine months ended October 29, 2016 and $453.0 for the nine months ended October 31, 2015. Depreciation expense was $612.8 million for the twelve months ended January 30, 2016.

Note K. Income Taxes

The effective income tax rate was 38.2%35.6% for the fiscal 2018 first quarter and 38.4% for the fiscal 2017 third quarter and 37.6% for the fiscal 2016 thirdfirst quarter. The effective income tax rate for the nine months ended October 29, 2016 was 38.4% as compared to 37.9% for last year’s comparable period. The increasedecrease in the effective income tax rate was primarily due to excess income tax benefits related to share-based payments, partially offset by the jurisdictional mix of income and the increase in valuation allowance on foreign net operating losses. In addition, the fiscal 2016 effective income tax rates benefitted from a reduction in our reserve for uncertain tax positions related to our adoption of the new Tangible Property Regulations during the third quarter of that year.

TJX had net unrecognized tax benefits of $37.4$39.0 million as of OctoberApril 29, 2016, $34.12017, $38.5 million as of January 30, 201628, 2017 and $31.4$35.3 million as of October 31, 2015.April 30, 2016.

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., 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 are no longer subject to examination.

23


TJX’s accounting policy classifies interest and penalties related to income tax matters as part of income tax expense. The total accrued amount on the balance sheets for interest and penalties was $7.8$8.0 million as of OctoberApril 29, 2016, $7.02017, $8.0 million as of January 30, 201628, 2017 and $6.8$7.4 million as of October 31, 2015.April 30, 2016.

Based on the outcome of tax examinations or judicial or administrative proceedings, or as a result of the expiration of statute of limitations in specific jurisdictions, it is reasonably possible that unrecognized tax benefits for certain tax positions taken on previously filed tax returns may change materially from those presented in the financial statements. During the next 12 months, it is reasonably possible that tax examinations of prior years’ tax returns or judicial or administrative proceedings that reflect such positions taken by TJX may be finalized. As a result, the total net amount of unrecognized tax benefits may decrease, which would reduce the provision for taxes on earnings, by a range of zero to $12$13 million.

Note L.K. Contingent Obligations and Contingencies

Contingent Obligations:TJX has contingent obligations on leases, for which it was a lessee or guarantor, which were assigned to third parties without TJX being released by the landlords. Over many years, 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.

TJX alsoremote, 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 $43$53.6 million as of OctoberApril 29, 2016.2017. 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 breach of warranty orcertain losses related to matters such matters as title to assets sold, specified environmental matters or certain income taxes. These obligations are typicallyoften limited in time and amount. There are no amounts reflected in our balance sheets with respect to these contingent obligations.

19


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

 

2420


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

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

The Thirteen Weeks (third(first quarter) and Thirty-Nine Weeks (nine months) Ended OctoberApril 29, 20162017

Compared to

The Thirteen Weeks (third(first quarter) and Thirty-Nine Weeks (nine months) Ended October 31, 2015April 30, 2016

Overview

We are the leadingoff-price apparel and home fashions retailer in the U.S. and worldwide. We sell a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below department and specialty store regular prices on comparable merchandise, every day. We operate over 3,7003,800 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls and tjmaxx.com) and HomeGoods; 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 Trade SecretT.K. Maxx in Australia). In the U.S., we also operate Sierra Trading Post (STP), anoff-price Internet retailer with a small number of stores. The results of STP are reported in our Marmaxx segment.

Results of Operations

Highlights of our financial performance for the thirdfirst quarter ended OctoberApril 29, 20162017 include the following:

 

Same store sales increased 5% in the third quarter of fiscal 2017 over an increase of 5% in the third quarter of fiscal 2016. The increase in same store sales was primarily driven by an increase in customer traffic. We also had an increase in units sold, largely offset by a reduction in the average ticket.

Net sales increased 7%3% to $8.3$7.8 billion for the fiscal 2017 third2018 first quarter and increased 8% to $23.7 billion for the nine-month period over last year’s comparable periods.first quarter sales of $7.5 billion. At OctoberApril 29, 2016,2017, stores in operation increased 5% and selling square footage increased 4% compared to the end of the fiscal 2016 third2017 first quarter. Trade Secret, which was acquired on October 24, 2015, is reflected in our

Same store base and selling square footage as of October 31, 2015. Overall, we saw strong growth in sales for home fashions and apparelincreased 1% in the thirdfirst quarter andof fiscal 2018 over an increase of 7% in the first nine monthsquarter of fiscal 2017. The increase in same store sales was driven by an increase in customer traffic. The value of the average transaction was down with an increase in units sold more than offset by a decrease in the average ticket.

 

Diluted earnings per share for the thirdfirst quarter of fiscal 20172018 were $0.83$0.82 versus $0.86$0.76 per share in the thirdfirst quarter of fiscal 2016. The fiscal 2017 third quarter impact of an early extinguishment of debt charge and a pension settlement charge, collectively reduced earnings2017. Earnings per share by $.08for the first quarter of fiscal 2018 reflects a $0.03 per share.share benefit due to a change in the accounting rules for share based compensation.

 

Ourpre-tax margin (the ratio ofpre-tax income to net sales) for the thirdfirst quarter of fiscal 20172018 was 10.7%. The debt extinguishment charge and pension settlement charge reduced fiscal 2017 third quarter pre-tax margin by 1.0, a 0.2 percentage point.point decrease from 10.9% for the same period last year.

 

Our cost of sales ratio for the thirdfirst quarter of fiscal 20172018 was 70.5%71.0%, a 0.50.2 percentage point decrease compared to the thirdfirst quarter last year. This improvement was driven by an improved merchandise margin and foreign currency gains related tothe favorable impact of the mark-to-market adjustment of our inventory hedges.hedges as well as an increase in merchandise margin.

 

Our selling, general and administrative expense ratio for the thirdfirst quarter of fiscal 20172018 was 17.6%18.1%, up 0.90.4 percentage points compared to the prior year’s thirdfirst quarter ratio. The increase in this ratio was primarily due to higher employee payroll costs as a result of wage increases along with investments to support our growth.increases.

 

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 5%9% on a reported basis and decreased 2%7% on a constant currency basis at the end of the thirdfirst quarter of fiscal 20172018 as compared to a 7% increase on both a reported and constant currency basis in the prior year.

 

During the thirdfirst quarter of fiscal 2017,2018, we repurchased 5.24.5 million shares of our common stock at a cost of $400$350 million under our buyback program.

25


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

21


Net sales:Consolidated net sales for the thirdfirst quarter ended OctoberApril 29, 20162017 totaled $8.3$7.8 billion, a 7%3% increase over consolidated net sales of $7.8$7.5 billion for the thirdfirst quarter ended October 31, 2015.April 30, 2016. The increase reflected a 5%4% increase in samefrom new store sales and a 4%1% increase from newin same store sales, offset by a 2% negative impact from foreign currency exchange rates. This increase compares to sales growth of 5%10% in last year’s thirdfirst quarter, which reflected a 5%7% increase from same store sales, a 3%4% increase in new store sales, and a 3% negative impact from foreign currency exchange rates.

Consolidated net sales for the nine months ended October 29, 2016 totaled $23.7 billion, an 8% increase over $22.0 billion in last year’s comparable period. The increase reflected a 5% increase in same store sales and a 4% increase from new store sales, offset by a 1% negative impact from foreign currency exchange rates. This compares to sales growth of 6% in the nine-month period of fiscal 2016, which reflected a 5% increase in same store sales, a 4% increase from new store sales, and a 3% negative impact from foreign currency exchange rates.

As of OctoberApril 29, 2016,2017, our consolidated store count increased 5% and selling square footage increased 4% compared to the end of the thirdfirst quarter last year. Trade Secret, which was acquired on October 24, 2015, is reflected in our store base and selling square footage as of October 31, 2015.

The consolidated same store sales increase for the thirdfirst quarter and nine months ended OctoberApril 29, 20162017 was primarily driven by an increase in customer traffic. We also had a strongThe value of the average transaction was down with an increase in units sold which was largelymore than offset by a decrease in the average ticket. On a consolidated basis, home fashions outperformed apparel categoriescategories. We believe unfavorable weather, compared with last year’s first quarter in parts of the U.S. and both categories posted strongCanada, had a negative impact on this year’s sales, especially in the apparel categories. In the U.S., same store sales growth. Inin the U.S., virtually all regions posted strong same store sales increases.Southeast region were above the consolidated average. In Canada, same store sales were well above the consolidated average for both the fiscal 2017 third2018 first quarter and nine month periods. Samewhile same store sales for our International segment were below the consolidated average for the third quarter and nine months ended October 29, 2016.average.

We define same store sales to be sales of those stores that we have operated 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 sales of Sierra Trading Post (including stores), tjmaxx.com and tkmaxx.com (oure-commerce businesses) are not included in same store sales. We classify a store as a new store until it meets the same store sales criteria. The newly acquired Trade Secret stores will be included in same store sales when they meet the above definition. We determine which stores are included in the same store sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed. We calculate same store sales results by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have increased in size are generally classified in the same way as the original store, and we believe that the impact of these stores on the consolidated same store percentage is immaterial. Same store sales of our foreign segments are calculated on a constant currency basis, meaning we translate the current year’s same store sales of our foreign segments at the same exchange rates used in the prior year. This removes the effect of changes in currency exchange rates, which we believe is a more accurate measure of segment operating performance. We define customer traffic 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. We define average transaction to be the average dollar value of transactions included in the same store sales calculation.

26


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

 

  Percentage of Net Sales
Thirteen Weeks Ended
October 29, 2016
 Percentage of Net Sales
Thirteen Weeks Ended
October 31, 2015
  Percentage of Net Sales
Thirteen Weeks Ended
April 29, 2017
 Percentage of Net Sales
Thirteen Weeks Ended
April 30, 2016
 

Net sales

   100.0 100.0 100.0 100.0
  

 

  

 

  

 

  

 

 

Cost of sales, including buying and occupancy costs

   70.5   71.0   71.0  71.2 

Selling, general and administrative expenses

   17.6   16.7   18.1  17.7 

Loss on early extinguishment of debt

   0.6    —    

Pension settlement charge

   0.4    —    

Interest expense, net

   0.2   0.2   0.1  0.1 
  

 

  

 

  

 

  

 

 

Income before provision for income taxes*

   10.7 12.1 10.7 10.9
  

 

  

 

  

 

  

 

 

 

*Figures may not foot due to rounding

 

   Percentage of Net Sales
Thirty-Nine Weeks Ended
October 29, 2016
  Percentage of Net Sales
Thirty-Nine Weeks Ended
October 31, 2015
 

Net sales

   100.0  100.0
  

 

 

  

 

 

 

Cost of sales, including buying and occupancy costs

   70.7    71.2  

Selling, general and administrative expenses

   17.7    16.9  

Loss on early extinguishment of debt

   0.2    —    

Pension settlement charge

   0.1    —    

Interest expense, net

   0.1    0.2  
  

 

 

  

 

 

 

Income before provision for income taxes*

   11.1  11.8
  

 

 

  

 

 

 

22

*Figures may not foot due to rounding


Impact of foreign currency exchange rates: Our operating results are affected by foreign currency exchange rates as a result of changes in the value of the U.S. dollar or a division’s local currency in relation to other currencies. Two ways in which foreign currency exchange rates affect our reported results are as follows:

 

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

 

  

Inventory-related derivatives: We routinely enter into inventory-related hedging instruments to mitigate the impact on earnings of changes in foreign currency exchange rates on merchandise purchases denominated in currencies other than the local currencies of our divisions, principally TJX Canada and TJX International. As we have not elected “hedge accounting” for these instruments, as defined by U.S. generally accepted accounting principles (GAAP), we record amark-to-market gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent

27


periods, the income statement impact of themark-to-market adjustment is effectively offset when the inventory being hedged is received and paid for. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. Themark-to-market adjustment on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report.

We refer to the impact of the above two items throughout our discussion as “foreign currency.” This does not include the impact currency exchange rates can have on various transactions that are denominated in a currency other than an operating division’s local currency. When discussing the impact on our results of the effect of currency exchange rates on such transactions we refer to it as “transactional foreign exchange.”

Cost of sales, including buying and occupancy costs: Cost of sales, including buying and occupancy costs, as a percentage of net sales improved by 0.50.2 percentage points to 70.5%71.0% for the thirdfirst quarter of fiscal 2017 and improved by 0.5 percentage points to 70.7% for the nine months ended October 29, 20162018 as compared to the same periods last year.year’s ratio. The improvement for the thirdfirst quarter was driven by the favorable impact of themark-to-market of our inventory derivatives of 0.8 percentage points along with an increase in consolidated merchandise margin of 0.40.3 percentage points and the favorable impact of the mark-to-market of our inventory derivatives of 0.2 percentage points. This ratio also reflects a favorable impact of buying and occupancy expense leverage. These improvements were partiallylargely offset by expense deleverage on the 1% same store sales increase as well as an increase in distribution center costs as a percentage of net sales due tosales. Our increase in distribution center costs reflects the impact of processing more units as well as additional investments in the supply chain network. The improvement for the nine-month period was also driven by an increase in consolidated merchandise margin of 0.3 percentage points along with expense leverage (particularly occupancy costs of 0.3 percentage points) on the strong same store sales growth. These gains were partially offset by an increase in the distribution costs as a percentage of net sales for the same reasons described above.

Selling, general and administrative expenses: Selling, general and administrative expenses, as a percentage of net sales, were 17.6%18.1% in the thirdfirst quarter of fiscal 2017,2018, up 0.90.4 percentage points over last year’s ratio and increased by 0.8 percentage points to 17.7% for the nine months ended October 29, 2016 as compared to the same period last year.ratio. The major factor for this increase for both the thirdfirst quarter and nine months is due to higher store payroll costs resulting from wage increases as well as the impact of handling the increase in units. This expense ratio also reflects the impact of investments to support our growth (primarily technology related), and incremental credit card chargeback costs.

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. 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-cash pre-tax settlement charge of $31.2 million.

Interest expense, net: Interest expense, net decreased $0.5$0.4 million for the thirdfirst quarter ended OctoberApril 29, 2016 and decreased $1.5 million for the fiscal 2017 year-to-date period as compared to the same period last year. The components of interest expense, net are summarized below:

 

  Thirteen Weeks Ended   Thirty-Nine Weeks Ended   Thirteen Weeks Ended 

Dollars in thousands

  October 29,
2016
   October 31,
2015
   October 29,
2016
   October 31,
2015
   April 29,
2017
   April 30,
2016
 

Interest expense

  $18,906    $17,084    $52,851    $51,211    $17,253   $16,998 

Capitalized interest

   (1,948   (1,168   (6,351   (6,062   (1,221   (2,012

Interest (income)

   (4,496   (2,911   (12,582   (9,712   (6,191   (4,792
  

 

   

 

   

 

   

 

   

 

   

 

 

Interest expense, net

  $12,462    $13,005    $33,918    $35,437    $9,841   $10,194 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

2823


For both the quarter and first nine monthsquarter of fiscal 2017,2018, the reduction in net interest expense iswas driven by additional interest income, primarily due to an increase in invested balances.balances and higher rates of return. This more than offset the reduction in capitalized interest and the increase in gross interest expense which was due to the 2.25% ten year notes issuedincrease in September 2016.our financing lease obligations.

Income taxes: The effective income tax rate was 38.2%35.6% for the fiscal 2018 first quarter compared to 38.4% for the fiscal 2017 third quarter compared to 37.6% for the fiscal 2016 thirdfirst quarter. For the nine months ended October 29, 2016 the effective income tax rate was 38.4% as compared to 37.9% for the nine months ended October 31, 2015. The increasedecrease in the effective income tax rate was primarily due to excess income tax benefits related to share-based payments which reduced the effective income tax rate by 3.0 percentage points. This benefit was partially offset by the jurisdictional mix of income and the increase in valuation allowance on foreign net operating losses. In addition, the fiscal 2016 effective income tax rates benefitted from a reduction in our reserve for uncertain tax positions related to our adoption of the new Tangible Property Regulations.

Net income and net income per share: Net income for the thirdfirst quarter of fiscal 20172018 was $549.8$536.3 million, or $0.83$0.82 per diluted share, versus $587.3$508.3 million, or $0.86$0.76 per diluted share, in last year’s thirdfirst quarter. The benefit in the tax provision due to the change in accounting for share-based compensation increased earnings per share by $0.03 per share in the first quarter of fiscal 2018. Foreign currency had a $0.01 negativepositive impact on earnings per share for both the thirdfirst quarter of fiscal 2017 as well as2018 compared to a $0.05 negative impact per share for the thirdfirst quarter of fiscal 2016. Net income for the nine months ended October 29, 2016 was $1.6 billion, or $2.43 per diluted share, compared to $1.6 billion, or $2.35 per diluted share, in last year’s comparable period. Foreign currency had a $0.03 negative impact on earnings per share in the first nine months of fiscal 2017 compared to a $0.02 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 $50.0 million, or $0.08 per share, for both the third quarter and nine months ended October 29, 2016.2017.

Our stock repurchase programs, which reduce our weighted average diluted shares outstanding, benefited our earnings per share growth by approximately three percent in both the third quarter and first nine months of fiscal 2017. During the third quarter of fiscal 2017,2018. During the first quarter of fiscal 2018, we repurchased 5.24.5 million shares of our common stock at a cost of $400.0$350.0 million. For the first nine months of fiscal 2017, we repurchased 15.4 million shares of our common stock at a cost of $1.2 billion.

Segment information: We operate four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls and tjmaxx.com) and the HomeGoods segment 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 Trade SecretT.K. Maxx in Australia. We also operate STP, anoff-price Internet retailer that operates a small number of stores in the U.S. The results of STP have been included in our Marmaxx segment. The former TJX Europe segment was renamed TJX International in the fourth quarter of fiscal 2016 to reflect the acquisition of Trade Secret in Australia.

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. “Segment profit or loss,” as we define the term, may not be comparable to similarly titled measures used by other entities. The terms “segment margin” or “segment profit margin” are used to describe segment profit or loss as a percentage of net sales. These measures of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of our performance or as a measure of liquidity.

 

2924


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

U.S. Segments:

Marmaxx

 

  Thirteen Weeks Ended Thirty-Nine Weeks Ended   Thirteen Weeks Ended 

Dollars in millions

  October 29,
2016
 October 31,
2015
 October 29,
2016
 October 31,
2015
   April 29,
2017
 April 30,
2016
 

Net sales

  $5,252.8   $4,926.5   $15,217.2   $14,227.8    $4,967.1  $4,865.4 

Segment profit

  $703.1   $678.3   $2,154.2   $2,046.2    $687.2  $708.9 

Segment profit as a percentage of net sales

   13.4 13.8 14.2 14.4   13.8 14.6

Increase in same store sales

   5 3 5 3   0 6

Stores in operation at end of period

        

T.J. Maxx

    1,179   1,149     1,191  1,163 

Marshalls

    1,027   1,001     1,039  1,010 

Sierra Trading Post

    11   7     12  8 
    

 

  

 

   

 

  

 

 

Total

    2,217   2,157     2,242  2,181 
    

 

  

 

   

 

  

 

 

Selling square footage at end of period (in thousands)

        

T.J. Maxx

    26,501   26,008     26,686  26,249 

Marshalls

    24,614   24,197     24,721  24,345 

Sierra Trading Post

    209   142     227  159 
    

 

  

 

   

 

  

 

 

Total

    51,324   50,347     51,634  50,753 
    

 

  

 

   

 

  

 

 

Net sales for Marmaxx increased 7%2% for both the thirdfirst quarter and nine months ended October 29, 2016 overof fiscal 2018 as compared to the prior fiscal year’s comparable periods. Thissame period last year. The increase for both the quarter and first nine months reflected same store sales increases of 5% andwas due to a 2% increase from new stores. Same store sales as same stores sales growth atwas flat. Marmaxx forsales in the thirdfirst quarter and nine months ended October 29, 2016 was mainly driven byreflected an increase in customer traffic. Marmaxx sales for both periods also reflected an increasetraffic and in units sold which was largelybut they were offset by a decrease in the average ticket. Geographically, same storeWe believe unfavorable weather through much of the first quarter in fiscal 2018, compared to last year, had a negative impact on sales, growth in both the quarter and the nine month period was widespread as most regions were near the divisional average.especially apparel. Home fashions outperformed apparel in both periods with both categories posting strong same store sales growth.the first quarter.

Segment profit margin decreased to 13.4%13.8% for the thirdfirst quarter of fiscal 20172018 compared to 13.8%14.6% for the same period last year. Segment margin for the nine months ended October 29, 2016 decreased to 14.2% compared to 14.4% in the same period last year. Marmaxx results reflected an increase in merchandise margins of 0.50.3 percentage points for the thirdfiscal 2018 first quarter and 0.4 percentage points for the nine-month period. Segment profit margin also benefitted from buyinga reduction in legal and occupancy expense leverage on strong same store sales growth.credit card chargeback costs as compared to last year’s first quarter. These gainsimprovements were more than offset by numerous factors, including higher store payrolla decrease in segment margin due to wage increases and handling an increase inadditional supply chain costs as a result of processing more units, together totaling 0.8 percentage points, as well as higher distributionexpense deleverage, particularly occupancy costs, primarily due to processingon the increased units, which combined reduced segment margin by 0.9 percentage points in the third quarter and 0.6 percentage points for the first nine months. Segment margin for the fiscal 2017 periods was also unfavorably impacted by incremental credit card chargeback costs.flat same store sales results. Oure-commerce businesses, which represent less than 2% of Marmaxx’s net sales, did not have a significant impact on year-over-year segment margin comparisons for the third quarter or first nine months of fiscal 2017.quarter.

30


HomeGoods

 

  Thirteen Weeks Ended Thirty-Nine Weeks Ended   Thirteen Weeks Ended 

Dollars in millions

  October 29,
2016
 October 31,
2015
 October 29,
2016
 October 31,
2015
   April 29,
2017
 April 30,
2016
 

Net sales

  $1,078.4   $959.8   $3,075.5   $2,735.4    $1,121.3  $1,010.4 

Segment profit

  $149.7   $134.6   $416.0   $368.0    $152.1  $138.2 

Segment profit as a percentage of net sales

   13.9 14.0 13.5 13.5   13.6 13.7

Increase in same store sales

   6 6 7 8   3 9

Stores in operation at end of period

    568   522     596  534 

Selling square footage at end of period (in thousands)

    10,931   10,169     11,360  10,377 

HomeGoods net sales increased 12% in the third quarter and 12%11% in the first nine months of fiscal 2017 compared toquarter over the same periodsperiod last year. The sales increase for the thirdfirst quarter reflects an 8% increase from new store sales and a 6%3% increase in same store sales. The increase in same store sales and a 6% increase from new store sales. The sales increase for the nine-month period reflects a 7% increase in same store sales and a 5% increase from new store sales. The increases in same store sales for both the thirdfirst quarter and nine-month period werewas largely driven by an increase in customer traffic along with an increase in units sold.traffic.

25


Segment profit margin was 13.9%13.6% for the thirdfirst quarter of fiscal 20172018 compared to 14.0%13.7% for the same period last year. Segment profit margin was 13.5% for the nine months ended October 29, 2016 compared to 13.5% for the nine months ended October 31, 2015. Segment margin was favorably impacted by occupancy expense leverage on strong same store sales growth as well as an increase in merchandise margin.margin as well as a reduction in legal and credit card chargeback costs as compared to last year’s first quarter. These thirdfirst quarter gains were more than offset by higher store payroll costs due to wage increases and an increase in distribution center costs, as HomeGoods invests in its supply chain as well as an increase in credit card chargeback costs. Segment margin for the nine months was favorably impacted by improved merchandise margin and occupancy expense leverage however, these improvements were offset by the same items that negatively impacted the third quarter.costs, primarily related to costs of operating HomeGoods’ new distribution center.

31


Foreign Segments:

TJX Canada

 

  Thirteen Weeks Ended 
  Thirteen Weeks Ended Thirty-Nine Weeks Ended   April 29, April 30, 

U.S. Dollars in millions

  October 29,
2016
 October 31,
2015
 October 29,
2016
 October 31,
2015
   2017 2016 

Net sales

  $855.5   $753.6   $2,297.8   $2,073.2    $738.8  $685.6 

Segment profit

  $142.5   $113.2   $321.9   $278.0    $102.9  $57.5 

Segment profit as a percentage of net sales

   16.7 15.0 14.0 13.4   13.9 8.4

Increase in same store sales

   8 10 10 11   3 14

Stores in operation at end of period

        

Winners

    255   245     258  250 

HomeSense

    106   101     109  104 

Marshalls

    57   41     61  45 
    

 

  

 

   

 

  

 

 

Total

    418   387     428  399 
    

 

  

 

   

 

  

 

 

Selling square footage at end of period (in thousands)

        

Winners

    5,629   5,470     5,602  5,538 

HomeSense

    1,984   1,900     2,002  1,953 

Marshalls

    1,307   975     1,381  1,054 
    

 

  

 

   

 

  

 

 

Total

    8,920   8,345     8,985  8,545 
    

 

  

 

   

 

  

 

 

Net sales for TJX Canada increased 14%8% during the thirdfirst quarter and increased 11% over the nine months ended OctoberApril 29, 20162017 compared to the same periodsperiod last year. The quarterlyThis increase reflects an 8%a 5% increase in same store sales growth on a constant currency basis, 5% from new store sales and a favorable impact from currency translation of 1%. The nine-month3% increase in net sales included same store sales growth. Foreign currency had a neutral impact on sales growth for the first quarter of 10% on a constant currency basis and 4% from new store sales, which was offset by a negative 3% impact due to currency translation.fiscal 2018. The increase in same store sales for the fiscal 2017 third quarter was primarily due to an increase in customer traffic along with a comparable increase in the value of the average transaction. The increase in same store sales for the nine month period was driven primarily by an increase in customer traffic as well as an increase in the value of the average transaction.traffic.

Segment profit margin was to 16.7%13.9% for the fiscal 2017 third2018 first quarter compared to 15.0%8.4% for last year’s third quarter and was 14.0% forfirst quarter. The change in the nine months ended October 29, 2016 compared to 13.4% for the prior year’s first nine months. The increase in segment margin for the quarter was driven by theprimarily due to a favorable impact of the mark to market of inventory derivatives of 2.76.9 percentage points along with buying and occupancy expense leverage ondue to the same store sales growth.mark-to-market impact of the inventory derivatives. Segment margin also benefitted from an increase in merchandise margin. These improvements were partially offset by an increase in supply chain and distribution costs, includingprimarily due to the openingcosts of aoperating the new distribution facility,center that opened last year, as well as a decrease in merchandise margin. The increase in segment margin for the nine month period reflects the same factors. The favorablenegative impact of the mark to market of inventory derivatives was 0.9 percentage points and occupancy expense leverage benefitted segment margin by approximately 0.6 percentage points for the first nine months. These improvements were partially offset by a decline in merchandise margin and an increase in distribution costs in connection with a new distribution center.transactional foreign exchange. The decrease in merchandise margin for both periods, which was greater in the year-to-date period, was driven by transactional foreign exchange as the change in currency exchange rates increased TJX Canada’s cost of merchandise purchased in U.S. dollars as comparedactivity relates to the same periods last year.timing and settlement of payables denominated in currencies other than the Canadian dollar and the valuation of U.S. dollar denominated monetary assets and liabilities. This activity generated foreign currency gains in the first quarter of fiscal 2017 versus a neutral impact in the first quarter of fiscal 2018.

 

3226


TJX International

 

  Thirteen Weeks Ended 
  Thirteen Weeks Ended Thirty-Nine Weeks Ended   April 29, April 30, 

U.S. Dollars in millions

  October 29,
2016
 October 31,
2015
 October 29,
2016
 October 31,
2015
   2017 2016 

Net sales

  $1,105.0   $1,113.5   $3,125.6   $2,946.5    $956.8  $981.0 

Segment profit

  $87.8   $115.3   $145.0   $192.5    $6.9  $14.3 

Segment profit as a percentage of net sales

   7.9 10.4 4.6 6.5   0.7 1.5

Increase in same store sales

   0 7 2 5   0 4

Stores in operation at end of period

        

T.K. Maxx

    503   454     515  471 

HomeSense

    44   39     46  41 

Trade Secret

    35   35  

T.K. Maxx Australia

   35  35 
    

 

  

 

   

 

  

 

 

Total

    582   528     596  547 
    

 

  

 

   

 

  

 

 

Selling square footage at end of period (in thousands)

        

T.K. Maxx

    10,804   9,944     10,987  10,219 

HomeSense

    713   639     748  669 

Trade Secret

    667   667  

T.K. Maxx Australia

   654  667 
    

 

  

 

   

 

  

 

 

Total

    12,184   11,250     12,389  11,555 
    

 

  

 

   

 

  

 

 

Net sales for TJX International decreased 1%2% for the thirdfirst quarter and increased 6% for the nine months ended OctoberApril 29, 20162017 compared to the same periodsperiod last year. The decrease in sales for the quarter was entirely due to foreign currency translation which negatively impacted thirdfirst quarter sales by 14%10%, more than offsetting a 13%an 8% increase from new stores, which includes 3% from Trade Secret in Australia.stores. Same stores sales were flat with last year. The increase in sales for the nine-month period reflected an increase of 13% from new stores, including 3% from Trade Secret in Australia, and 2% from same store sales, which was offset by foreign currency translation which negatively impacted year-to-date sales growth by 9%. We believe same store sales results for the third quarter were impacted by unseasonably warm weather in the fall and a challenging retail environment in Europe. EuropeOur TJX International segment had an increase in customer traffic, which was offset by a decline in the value of the average transaction for both the third quarter and the nine months ended OctoberApril 29, 2016.2017.

Segment profit margin for the thirdfirst quarter of fiscal 20172018 decreased 2.50.8 percentage points to 7.9%. For the nine months ended October 29, 2016, segment profit margin decreased 1.9 percentage points to 4.6%0.7%. Foreign currency unfavorablyfavorably impacted year-over-year comparisons by 0.81.0 percentage pointspoint for the third quarter and 0.2 percentage points for the nine months ended October 29, 2016. The biggest factor impacting the decrease in segment margin for both the third quarter and first nine months is the integration of Trade Secret into this segment which reduced segment margin by approximately 1 percentage point in both periods. In addition segment marginquarter. This benefit was negatively impactedmore than offset by expense deleverage on the weakflat same store sales, as well assupply chain and systems investments to support our growth and expansion in Europe and higher store payroll costs.

During the first quarter we completed the conversion of the Trade Secret stores in Australia to T.K. Maxx stores.

General corporate expense

 

  Thirteen Weeks Ended 
  Thirteen Weeks Ended   Thirty-Nine Weeks Ended   April 29,   April 30, 

Dollars in millions

  October 29,
2016
   October 31,
2015
   October 29,
2016
   October 31,
2015
   2017   2016 

General corporate expense

  $97.9    $87.1    $291.0    $256.8    $106.6   $83.7 

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

33


The increase in general corporate expense for the thirdfirst quarter and first nine months of fiscal 2017,2018, as compared to the prior year, is primarily due to an unrealized loss on our fuel hedges in the first quarter of fiscal 2018 compared to an unrealized gain in last year’s first quarter. In addition the fiscal 2018 first quarter reflected higher systems and technology costs along with incremental employee benefit costs.and consulting and professional fees.

27


Analysis of Financial Condition

Liquidity and Capital Resources

Net cash provided by operating activities was $2,087 billion$448 million for the ninethree months ended OctoberApril 29, 2016,2017, an increase of $431$3 million from the $1,657$445 million provided in the ninethree months ended October 31, 2015.April 30, 2016. Net income, adjusted fornon-cash items andfor the early extinguishment of debt, provided $169 million of additional operating cash flows in thefiscal 2018 first nine months of fiscal 2017quarter, as compared to the same period last year.year’s first quarter, decreased by $13 million. The change in merchandise inventory, net of the related change in accounts payable, which resulted in a use of cash of $234$146 million in the first ninethree months of fiscal 20172018 compared to a use of cash of $521$258 million in the first ninethree months of fiscal 20162017 which favorably impacted year over year cash flows by $287$112 million. This favorable impact on cash flows for the first ninethree months of fiscal 20172018 is attributable in part to additional cash outflows during last year’s thirdfirst quarter as inventory levels were increased to meet demand. In addition, this year’sdemand and we carried a higher level of packaway inventory. 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 $96 million which was driven by increased payments for incentive compensation, payroll withholdings and sales taxes during the first quarter of fiscal 2018 as compared to last year were unfavorably impacted by the timing of the Company’s funding of medical claims. The reserve for medical claims at the beginning of last year was prefunded as of January 2015 while the reserve requirement at the beginning of this fiscal year was funded during the2017 first nine months of fiscal 2017.quarter.

Investing activities in the first ninethree months of fiscal 20172018 primarily reflected 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 $767$259 million in the nine monthsquarter ended OctoberApril 29, 20162017 compared to $651$266 million in the comparable period last year. We anticipate that capital spending for fiscal 20172018 will be approximately $1.1$1.2 billion. We also purchased $534$233 million of investments in the first ninethree months of fiscal 20172018 versus $643$165 million in the comparable prior year period and $432$290 million of investments were sold or matured in the first ninethree months of fiscal 20172018 versus $502$145 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 $932$484 million in the first nine monthsquarter of fiscal 20172018 compared to a net cash outflow of $1,565$404 million 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 $1,175$350 million to repurchase 15.44.5 million shares of our stock in the first ninethree months of fiscal 20172018 compared to $1,296$341 million to repurchase 18.94.5 million shares in the same period last year. See Note D to our unaudited consolidated financial statements for more information. In February 2016,2017, we announced an additional repurchase program authorizing the repurchase of up to an additional $2.0$1.0 billion of TJX stock from time to time. We currently plan to repurchase approximately $1.5$1.3 billion to $2.0$1.8 billion of stock under our stock repurchase programs in fiscal 2017.2018. We determine the timing and amount of repurchases based on our assessment of various factors including excess cash flow, liquidity, economic and market conditions, our assessment of prospects for our business, legal requirements and other factors. The timing and amount of these purchases may change. Financing activities also included $171$35 million of proceeds, including excess tax benefits,net of shares repurchased for withholding taxes, related to the exercise of stock options in the first nine monthsquarter of fiscal 20172018 versus $136$39 million in proceeds in the same period last year. Dividends paid on common stock in the first ninethree months of fiscal 20172018 were $482$169 million versus $404$140 million in the same period last year.

We traditionally have funded our working capital requirements, including for seasonal merchandise, primarily through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper. As of OctoberApril 29, 2016,2017, approximately 48%46% of our cash was held by our foreign subsidiaries with $253$263 million held in countries where we have the intention to reinvest any undistributed earnings indefinitely. We have provided for deferred U.S. taxes on all undistributed earnings of our subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong, and Australia. If we repatriate cash from these subsidiaries, we should not incur additional

34


tax expense, but our cash would be reduced by the amount of taxes paid. For all other foreign subsidiaries, no income taxes have been provided on the undistributed earnings because such earnings are considered to be indefinitely reinvested in the business. We have no current plans to repatriate cash balances held by such foreign subsidiaries. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, described in Note I to the unaudited consolidated financial statements, are more than adequate to meet our operating needs over the next fiscal year.

28


Recently Issued Accounting Pronouncements

See Note A to our unaudited consolidated financial statements included in this Quarterly Report on Form10-Q, for recently issued accounting standards, including the dates of adoption and estimated effects on our results of operations, financial position or cash flows.

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: execution of buying strategy and inventory management; operational and business expansion and management of large size and scale; customerconsumer trends and preferences; various marketing efforts; competition; quality and availability of personnel, recruitment, training and retention; labor costs and workforce challenges; data security; information systems and new technology; economic conditions and consumer spending; adverse or unseasonable weather; serious disruptions or catastrophic events; disruptions in the second half of the fiscal year; serious disruptions or catastrophic events; corporate and retail banner reputation; quality, safety and other issues with merchandise; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; expanding international operations; sourcing and moving merchandise importing;internationally; commodity availability and pricing;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; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; outcomes of litigation, legal proceedings and other legal or regulatory matters; 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.

Item 3.Quantitative and Qualitative Disclosures about Market Risk.

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Form10-K for the fiscal year ended January 30, 2016.28, 2017.

Item 4. Controls and Procedures.

Item 4.Controls and Procedures.

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of OctoberApril 29, 20162017 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.

35


There were no changes in our internal control over financial reporting (as defined in Rules13a-15(f) and15d-15(f) under the Act) during the fiscal quarter ended OctoberApril 29, 20162017 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.

29


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1.Legal Proceedings.

Not applicable

Item 1A. Risk Factors.

Item 1A.Risk Factors.

There have been no material changes to the risk factors disclosed in the “Risk Factors” section of our Annual Report on Form10-K for the year ended January 30, 2016,28, 2017, as filed with the Securities Exchange Commission on March 29, 2016.28, 2017.

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

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

Information on Share Repurchases

The number of shares of common stock repurchased by TJX during the thirdfirst quarter of fiscal 20172018 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(3)
   Approximate
Dollar Value of
Shares that May
Yet be Purchased
Under the Plans or
Programs
 

July 31, 2016 through August 27, 2016

   1,309,962    $80.15     1,309,962    $2,610,761,235  

August 28, 2016 through September 1, 2016

   2,105,073    $76.01     2,105,073    $2,450,761,309  

September 2, 2016 through October 29, 2016

   1,812,112    $74.50     1,812,112    $2,315,760,427  
  

 

 

     

 

 

   

Total:

   5,227,147       5,227,147    
  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(3)
  Approximate Dollar
Value of Shares that
May Yet be
Purchased Under the
Plans or Programs(4)
 

January 29, 2017 through February 25, 2017

  798,540  $75.14   798,540  $2,730,762,170 

February 26, 2017 through April 1, 2017

  2,109,077  $78.64   2,098,124  $2,565,763,295 

April 2, 2017 through April 29, 2017

  1,795,898  $76.81   1,627,328  $2,440,763,356 
 

 

 

   

 

 

  

Total:

  4,703,515    4,523,992  

 

(1)Consists of shares repurchased under publicly announced stock repurchase programs.programs and 179,523 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock awards.

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

(3)(3)Consists of shares repurchased under publicly announced stock repurchase programs.
(4)In February 2015,2016, TJX announced a $2.0 billion stock repurchase program, under which $316 million$1.4 billion remained available as of OctoberApril 29, 2016.2017. Additionally, in February 2016,2017, TJX announced its 1718th stock repurchase program authorizing an additional $2.0$1.0 billion in repurchases from time to time.

 

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Item 6. Exhibits.

Item 6.Exhibits.

 

  4.110.1  IndentureThe Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of April 4, 2017 is filed herewith.
  10.2The Employment Agreement dated September 12, 2016March 10, 2017 between Theand among Michael MacMillan, Winners Merchants International LP and TJX, Companies, Inc. and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.110.4 to the Form 8-K10-K filed September 12, 2016March 28, 2017.
  4.2First Supplemental Indenture, dated as of September 12, 2016 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed September 12, 2016
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 OctoberApril 29, 2016,2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statement of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

 

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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 30, 2016/s/ Scott Goldenberg
  THE TJX COMPANIES, INC.
(Registrant)
Date: May 26, 2017

/s/ Scott Goldenberg Chief Financial Officer

  

Scott Goldenberg, Chief Financial Officer
(Principal Financial and Accounting Officer)

 

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Exhibit Index

 

  4.110.1  IndentureThe Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of April 4, 2017 is filed herewith.
  10.2The Employment Agreement dated September 12, 2016March 10, 2017 between Theand among Michael MacMillan, Winners Merchants International LP and TJX, Companies, Inc. and U.S. Bank National Association, as Trustee, incorporated herein by reference to Exhibit 4.110.4 to the Form 8-K10-K filed September 12, 2016March 28, 2017.
  4.2First Supplemental Indenture, dated as of September 12, 2016 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed September 12, 2016
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 OctoberApril 29, 2016,2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statement of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.

 

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