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 July 29, 2017May 5, 2018

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

 

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

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

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

The number of shares of registrant’s common stock outstanding as of July 29, 2017: 636,274,241May 5, 2018: 625,202,688

 

 

 


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 
  July 29,
2017
   July 30,
2016
   May 5,
2018
   April 29,
2017
 

Net sales

  $8,357,700   $7,882,053   $8,688,720   $7,784,024 
  

 

   

 

   

 

   

 

 

Cost of sales, including buying and occupancy costs

   5,972,675    5,562,961    6,178,239    5,530,072 

Selling, general and administrative expenses

   1,483,648    1,393,248    1,550,775    1,411,603 

Interest expense, net

   9,677    11,262    4,148    9,841 
  

 

   

 

   

 

   

 

 

Income before provision for income taxes

   891,700    914,582    955,558    832,508 

Provision for income taxes

   338,743    352,408    239,177    296,229 
  

 

   

 

   

 

   

 

 

Net income

  $552,957   $562,174   $716,381   $536,279 
  

 

   

 

   

 

   

 

 

Basic earnings per share:

        

Net income

  $0.87   $0.85   $1.14   $0.83 

Weighted average common shares – basic

   639,127    658,117    626,612    644,425 

Diluted earnings per share:

        

Net income

  $0.85   $0.84   $1.13   $0.82 

Weighted average common shares – diluted

   648,317    666,606    634,436    654,799 

Cash dividends declared per share

  $0.3125   $0.2600   $0.390   $0.3125 

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

 

   Twenty-Six Weeks Ended 
   July 29,   July 30, 
   2017   2016 

Net sales

  $16,141,724   $15,424,409 
  

 

 

   

 

 

 

Cost of sales, including buying and occupancy costs

   11,502,747    10,935,104 

Selling, general and administrative expenses

   2,895,251    2,728,298 

Interest expense, net

   19,518    21,456 
  

 

 

   

 

 

 

Income before provision for income taxes

   1,724,208    1,739,551 

Provision for income taxes

   634,972    669,031 
  

 

 

   

 

 

 

Net income

  $1,089,236   $1,070,520 
  

 

 

   

 

 

 

Basic earnings per share:

    

Net income

  $1.70   $1.62 

Weighted average common shares – basic

   641,776    659,825 

Diluted earnings per share:

    

Net income

  $1.67   $1.60 

Weighted average common shares – diluted

   651,892    668,754 

Cash dividends declared per share

  $0.6250   $0.5200 
   Thirteen Weeks Ended 
   May 5, 2018  April 29,
2017
 

Net income

  $716,381  $536,279 
  

 

 

  

 

 

 

Additions to other comprehensive income:

   

Foreign currency translation adjustments, net of related tax benefit of $1,206 in fiscal 2019 and $20,543 in fiscal 2018

   (122,529  (5,247

Gain on net investment hedges, net of related tax provision of $2,201 in fiscal 2019

   6,044   —   

Reclassifications from other comprehensive income to net income:

   

Amortization of prior service cost and deferred gains, net of related tax provisions of $1,328 in fiscal 2019 and $2,543 in fiscal 2018

   2,608   3,868 

Amortization of loss on cash flow hedge, net of related tax provisions of $77 in fiscal 2019 and $112 in fiscal 2018

   206   171 
  

 

 

  

 

 

 

Other comprehensive (loss), net of tax

   (113,671  (1,208
  

 

 

  

 

 

 

Total comprehensive income

  $602,710  $535,071 
  

 

 

  

 

 

 

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 
   July 29,   July 30, 
   2017   2016 

Net income

  $552,957   $562,174 
  

 

 

   

 

 

 

Additions to other comprehensive income:

    

Foreign currency translation adjustments, net of related tax provision of $54,866 in fiscal 2018 and benefit of $19,883 in fiscal 2017

   130,667    (128,308

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 $3,204 in fiscal 2017

   3,866    4,870 

Amortization of loss on cash flow hedge, net of related tax provisions of $113 in fiscal 2018 and $112 in fiscal 2017

   171    171 
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

   134,704    (123,267
  

 

 

   

 

 

 

Total comprehensive income

  $687,661   $438,907 
  

 

 

   

 

 

 
   Twenty-Six Weeks Ended 
   July 29,   July 30, 
   2017   2016 

Net income

  $1,089,236   $1,070,520 
  

 

 

   

 

 

 

Additions to other comprehensive income:

    

Foreign currency translation adjustments, net of related tax provisions of $34,323 in fiscal 2018 and $31,364 in fiscal 2017

   125,422    1,286 

Reclassifications from other comprehensive income to net income:

    

Amortization of prior service cost and deferred gains/losses, net of related tax provisions of $5,086 in fiscal 2018 and $4,054 in fiscal 2017

   7,732    6,163 

Amortization of loss on cash flow hedge, net of related tax provisions of $225 in fiscal 2018 and $225 in fiscal 2017

   342    342 
  

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

   133,496    7,791 
  

 

 

   

 

 

 

Total comprehensive income

  $1,222,732   $1,078,311 
  

 

 

   

 

 

 
   May 5,
2018
  February 3,
2018
  April 29,
2017
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

  $2,681,105  $2,758,477  $2,669,495 

Short-term investments

   435,903   506,165   457,091 

Accounts receivable, net

   368,314   327,166   317,224 

Merchandise inventories

   4,369,893   4,187,243   3,736,114 

Prepaid expenses and other current assets

   567,060   706,676   368,576 
  

 

 

  

 

 

  

 

 

 

Total current assets

   8,422,275   8,485,727   7,548,500 
  

 

 

  

 

 

  

 

 

 

Net property at cost

   5,026,092   5,006,053   4,601,044 

Non-current deferred income taxes, net

   3,178   6,558   6,347 

Goodwill

   98,614   100,069   195,585 

Other assets

   456,965   459,608   412,005 
  

 

 

  

 

 

  

 

 

 

TOTAL ASSETS

  $14,007,124  $14,058,015  $12,763,481 
  

 

 

  

 

 

  

 

 

 

LIABILITIES

    

Current liabilities:

    

Accounts payable

  $2,509,089  $2,488,373  $2,174,727 

Accrued expenses and other current liabilities

   2,220,842   2,522,961   2,021,724 

Federal, state and foreign income taxes payable

   246,933   114,203   408,941 
  

 

 

  

 

 

  

 

 

 

Total current liabilities

   4,976,864   5,125,537   4,605,392 
  

 

 

  

 

 

  

 

 

 

Other long-term liabilities

   1,275,843   1,320,505   1,071,526 

Non-current deferred income taxes, net

   260,649   233,057   304,689 

Long-term debt

   2,231,360   2,230,607   2,228,351 

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 625,202,688; 628,009,022 and 643,276,269 respectively

   625,203   628,009   643,276 

Additionalpaid-in capital

   —     —     —   

Accumulated other comprehensive (loss)

   (555,530  (441,859  (695,434

Retained earnings

   5,192,735   4,962,159   4,605,681 
  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity

   5,262,408   5,148,309   4,553,523 
  

 

 

  

 

 

  

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $14,007,124  $14,058,015  $12,763,481 
  

 

 

  

 

 

  

 

 

 

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

 

   July 29,  January 28,  July 30, 
   2017  2017  2016 

ASSETS

    

Current assets:

    

Cash and cash equivalents

  $2,449,305  $2,929,849  $1,803,648 

Short-term investments

   502,757   543,242   421,153 

Accounts receivable, net

   305,401   258,831   288,777 

Merchandise inventories

   3,864,454   3,644,959   3,870,605 

Prepaid expenses and other current assets

   427,428   358,058   412,528 

Federal, state, and foreign income taxes recoverable

   18,436   15,835   13,963 
  

 

 

  

 

 

  

 

 

 

Total current assets

   7,567,781   7,750,774   6,810,674 
  

 

 

  

 

 

  

 

 

 

Net property at cost

   4,744,690   4,532,894   4,263,380 

Non-current deferred income taxes, net

   6,501   6,193   6,861 

Goodwill

   197,522   195,871   196,046 

Other assets

   419,121   398,076   393,692 
  

 

 

  

 

 

  

 

 

 

TOTAL ASSETS

  $12,935,615  $12,883,808  $11,670,653 
  

 

 

  

 

 

  

 

 

 

LIABILITIES

    

Current liabilities:

    

Accounts payable

  $2,346,548  $2,230,904  $2,258,251 

Accrued expenses and other current liabilities

   2,208,014   2,320,464   1,985,249 

Federal, state and foreign income taxes payable

   101,971   206,288   70,705 
  

 

 

  

 

 

  

 

 

 

Total current liabilities

   4,656,533   4,757,656   4,314,205 
  

 

 

  

 

 

  

 

 

 

Other long-term liabilities

   1,116,524   1,073,954   928,962 

Non-current deferred income taxes, net

   392,651   314,000   360,178 

Long-term debt

   2,229,103   2,227,599   1,615,952 

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 636,274,241; 646,319,046 and 656,644,919 respectively

   636,274   646,319   656,645 

Additionalpaid-in capital

   —     —     —   

Accumulated other comprehensive income (loss)

   (560,730  (694,226  (659,681

Retained earnings

   4,465,260   4,558,506   4,454,392 
  

 

 

  

 

 

  

 

 

 

Total shareholders’ equity

   4,540,804   4,510,599   4,451,356 
  

 

 

  

 

 

  

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $12,935,615  $12,883,808  $11,670,653 
  

 

 

  

 

 

  

 

 

 
   Thirteen Weeks Ended 
   May 5,
2018
  April 29,
2017
 

Cash flows from operating activities:

   

Net income

  $716,381  $536,279 

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

   

Depreciation and amortization

   192,295   172,485 

Loss on property disposals

   1,744   1,059 

Deferred income tax provision

   7,335   8,250 

Share-based compensation

   24,029   24,051 

Changes in assets and liabilities:

   

(Increase) in accounts receivable

   (43,787  (58,147

(Increase) in merchandise inventories

   (225,187  (88,558

(Increase) in taxes recoverable

   (2,482  (1,300

Decrease in prepaid expenses and other current assets

   222,014   20,587 

Increase (decrease) in accounts payable

   44,037   (56,968

(Decrease) in accrued expenses and other liabilities

   (318,544  (307,228

Increase in income taxes payable

   133,663   202,811 

Other

   (26,613  (4,887
  

 

 

  

 

 

 

Net cash provided by operating activities

   724,885   448,434 
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Property additions

   (264,943  (258,515

Purchase of investments

   (148,239  (233,166

Sales and maturities of investments

   192,690   289,924 
  

 

 

  

 

 

 

Net cash (used in) investing activities

   (220,492  (201,757
  

 

 

  

 

 

 

Cash flows from financing activities:

   

Cash payments for repurchase of common stock

   (395,399  (349,999

Proceeds from issuance of common stock

   84,561   52,033 

Cash dividends paid

   (197,296  (168,566

Cash payments of employee tax withholdings for performance based stock awards

   (16,015  (16,823

Other

   (1,858  (759
  

 

 

  

 

 

 

Net cash (used in) financing activities

   (526,007  (484,114
  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   (55,758  (22,917
  

 

 

  

 

 

 

Net (decrease) in cash and cash equivalents

   (77,372  (260,354

Cash and cash equivalents at beginning of year

   2,758,477   2,929,849 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $2,681,105  $2,669,495 
  

 

 

  

 

 

 

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

 

   Twenty-Six Weeks Ended 
   July 29,  July 30, 
   2017  2016 

Cash flows from operating activities:

   

Net income

  $1,089,236  $1,070,520 

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

   

Depreciation and amortization

   348,130   324,767 

Loss on property disposals and impairment charges

   3,176   1,239 

Deferred income tax provision

   38,874   47,057 

Share-based compensation

   49,515   49,886 

Excess tax benefits from share-based compensation

   —     (49,836

Changes in assets and liabilities:

   

(Increase) in accounts receivable

   (43,150  (51,194

(Increase) in merchandise inventories

   (168,775  (190,884

(Increase) in taxes recoverable

   (2,601  (2,904

(Increase) in prepaid expenses and other current assets

   (63,579  (38,398

Increase in accounts payable

   84,558   62,180 

(Decrease) in accrued expenses and other liabilities

   (165,363  (27,150

(Decrease) in income taxes payable

   (104,699  (10,431

Other

   37,724   (1,268
  

 

 

  

 

 

 

Net cash provided by operating activities

   1,103,046   1,183,584 
  

 

 

  

 

 

 

Cash flows from investing activities:

   

Property additions

   (506,862  (508,435

Purchase of investments

   (426,550  (380,295

Sales and maturities of investments

   480,596   323,478 

Other

   —     (2,324
  

 

 

  

 

 

 

Net cash (used in) investing activities

   (452,816  (567,576
  

 

 

  

 

 

 

Cash flows from financing activities:

   

Cash payments for repurchase of common stock

   (884,683  (756,162

Proceeds from issuance of common stock

   60,818   89,976 

Excess tax benefits from share-based compensation

   —     49,836 

Cash dividends paid

   (369,456  (311,508

Cash payments of employee tax withholdings for performance based stock awards

   (16,825  (24,965

Other

   (1,599  —   
  

 

 

  

 

 

 

Net cash (used in) financing activities

   (1,211,745  (952,823
  

 

 

  

 

 

 

Effect of exchange rate changes on cash

   80,971   44,990 
  

 

 

  

 

 

 

Net (decrease) in cash and cash equivalents

   (480,544  (291,825

Cash and cash equivalents at beginning of year

   2,929,849   2,095,473 
  

 

 

  

 

 

 

Cash and cash equivalents at end of period

  $2,449,305  $1,803,648 
  

 

 

  

 

 

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

Balance, February 3, 2018

   628,009  $628,009  $—    $(441,859 $4,962,159  $5,148,309 

Net income

   —     —     —     —     716,381   716,381 

Cumulative effect of accounting change (See Note A)

   —     —     —     —     58,712   58,712 

Other comprehensive income (loss), net of tax

   —     —     —     (113,671  —     (113,671

Cash dividends declared on common stock

   —     —     —     —     (244,500  (244,500

Recognition of share-based compensation

   —     —     24,029   —     —     24,029 

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

   2,043   2,043   66,504   —     —     68,547 

Common stock repurchased and retired

   (4,849  (4,849  (90,533  —     (300,017  (395,399
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, May 5, 2018

   625,203  $625,203  $—    $(555,530 $5,192,735  $5,262,408 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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  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

   —     —     —     —     1,089,236   1,089,236 

Other comprehensive income (loss), net of tax

   —     —     —     133,496   —     133,496 

Cash dividends declared on common stock

   —     —     —     —     (401,352  (401,352

Recognition of share-based compensation

   —     —     49,515   —     —     49,515 

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

   1,771   1,771   42,222   —     —     43,993 

Common stock repurchased and retired

   (11,816  (11,816  (91,737  —     (781,130  (884,683
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, July 29, 2017

   636,274  $636,274  $—    $(560,730 $4,465,260  $4,540,804 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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

7


THE TJX COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Consolidated Financial Statements and Notes thereto have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. These Consolidated Financial Statements and Notes 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 GAAP consistently applied. The Consolidated Financial Statements and Notes thereto 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 28, 2017February 3, 2018 (“fiscal 2017”2018”).

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

The January 28, 2017February 3, 2018 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 February 3, 20182, 2019 (“fiscal 2018”2019”) and is a53-week52-week fiscal year. Fiscal 20172018 was a52-week53-week fiscal year.

Use of Estimates

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

Future AdoptionSummary of New Accounting StandardsPolicies

Revenue Recognition

In May 2014, The Financial Accounting Standards Board (the “FASB”TJX adoptedRevenue from Contracts with Customers(referred to as “ASC 606”) issued updated guidance, on revenue recognition. The new guidance supersedes most preexisting revenue recognition guidance.February 4, 2018 (“the adoption date”). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. TJX adopted the new guidance under the modified retrospective approach which resulted in a $59 million cumulative adjustment to increase retained earnings. The cumulative adjustment primarily related to revenue recognized on the value of unredeemed rewards certificates issued to customers as part of the Company’s U.S.co-branded credit card loyalty program. We will now recognize the estimated unredeemed awards when they are earned, rather than when merchandise credits expire or when the likelihood of redemption becomes remote. In addition,on-line sales are now recognized at the shipping point rather than receipt by the customer.

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Other changes relate to the presentation of revenue as certain expenses previously presented as a reduction of revenue are now classified as selling, general and administrative expenses (“SG&A”). The new standard will be effective for annual reporting periods beginning after December 15, 2017, and interim periods therein, with an option to adopt the standard early. The standard shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We believe that there will be no change in the timing or amount of revenue recognized under the new standard as it relates to revenue from point of sale at the registers in our stores, which constitutes more than 95% of the Company’s revenue. We continue to evaluate other revenue streams such ase-commerce sales, sales attributable to loyalty benefit programs and shipping revenue, and there may be a slight change in the presentation and timing of when such revenue is recognized. The new standard will requirerequired a change in the presentation of our sales return reserve on the balance sheet, which we currently record net. The new standardpreviously recorded net of the value of returned merchandise, but will require the reserve tonow be establishedpresented at the gross sales value with an asset established for the value of the merchandise returned. There is no change in the timing or amount of revenue recognized from point of sale at the registers in our stores, which constitutes the majority of the Company’s revenue.

Financial results for fiscal periods after the adoption date are presented under ASC 606 while results from prior periods are not adjusted and continue to be reported under the accounting standards in effect for the prior period. We doapplied ASC 606 only to contracts that were not expect this change

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completed prior to fiscal 2019. Adoption of the new guidance did not have a material impact on our financial condition or results of operations for fiscal period ended May 5, 2018 other than additional disclosure requirements. We plan

Net Sales

Net sales consist primarily of merchandise sales, which are recorded net of a reserve for estimated returns, any discounts and sales taxes, related to adoptthe sales of merchandise both within our stores and online. Net sales also include an immaterial amount of other revenues that represent less than 1% of total revenues, primarily generated from TJX’sco-branded loyalty rewards credit card program offered in the United States only. Certain customers may receive discounts which are accounted for as consideration reducing the transaction price. Merchandise sales from our stores are recognized at the point of sale when TJX provides the merchandise to the customer. The performance obligation is fulfilled at this standardpoint when the customer has obtained control by paying for and leaving with the merchandise. Merchandise sales made online are recognized when the product has been shipped, which is when legal title has passed and when TJX is entitled to payment, and the customer has obtained the ability to direct the use of and obtain substantially all of the remaining benefits from the goods. Shipping and handling activities related to online sales occur after the customer obtains control of the goods. TJX’s policy is to treat shipping costs as part of our fulfillment center costs within our operating expenditures. As a result, shipping fee revenues received will be recognized when control of the goods transfer to the customer and will continue to be recorded as net sales. Shipping and handling costs incurred by TJX are included in cost of sales, including buying and occupancy costs. TJX disaggregates revenue by operating segment, see Note G—Segment Information.

Deferred Gift Card Revenue

Proceeds from the sale of gift cards as well as the value of store cards issued to customers as a result of a return or exchange are deferred until the customers use the cards to acquire merchandise, as TJX does not fulfill its performance obligation until the gift card has been redeemed. While gift cards have an indefinite life, substantially all are redeemed in the first year of issuance. Based on historical experience, we estimate the amount of gift cards and store cards that will not be redeemed and, to the extent allowed by local law, these amounts are amortized into income over the redemption period.

In millions

  May 5,
2018
 

Balance beginning of period

  $406.6 

Deferred revenue

   330.5 

Effect of exchange rates changes on deferred revenue

   (3.2

Revenue recognized

   (371.8
  

 

 

 

Balance end of period

  $362.1 
  

 

 

 

TJX recognized $372 million in gift card revenue in the first quarter fiscal 2019. Gift cards are combined in one homogeneous pool and are not separately identifiable. As such, the revenue recognized consists of gift cards that were part of the fiscal year ending January 26, 2019 and continue to evaluatedeferred revenue balance at the impact this standard will have on our Consolidated Financial Statements and Notes thereto,beginning of the period as well as gift cards that were issued during the period.

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Sales Return Reserve

Our products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. We have elected to apply the portfolio practical expedient and will estimate the variable consideration using the expected value method when calculating the returns reserve, as the difference to applying it to the individual contract would not differ materially. Returns will continue to be estimated based on historical experience and will be required to be established and presented at the gross sales value with an asset established for the estimated value of the merchandise returned separate from the refund liability. Liabilities for return allowances are included in “Accrued expenses and other current liabilities” and the offsetting receivable is included in “Prepaid expenses and other current assets” on our preferred methodconsolidated balance sheets.

Goodwill

Goodwill includes the excess of adoption.the purchase price paid over the carrying value of the minority interest acquired in fiscal 1990 in TJX’s former 83%-owned subsidiary and represents goodwill associated with the T.J. Maxx chain, as well as the excess of cost over the estimated fair market value of the net assets acquired by TJX in the purchase of Winners in fiscal 1991, the purchase of Sierra Trading Post (“STP”) in fiscal 2013, and the purchase of Trade Secret in fiscal 2016, which wasre-branded under the T.K. Maxx name during fiscal 2018. The following is a roll forward of goodwill by component:

Amounts in thousands

  Marmaxx   Winners  Sierra Trading
Post
  T.K. Maxx in
Australia
  Total 

Balance, January 31, 2017

  $70,027   $1,686  $97,254  $26,904  $195,871 

Impairment

   —      —     (97,254  —     (97,254

Effect of exchange rate changes on goodwill

   —      98   —     1,354   1,452 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, February 3, 2018

   70,027    1,784   —     28,258   100,069 

Effect of exchange rate changes on goodwill

   —      (58  —     (1,397  (1,455
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance, May 5, 2018

  $70,027   $1,726  $—    $26,861  $98,614 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Goodwill is considered to have an indefinite life and accordingly is not amortized. In the fourth quarter of fiscal 2018, the Company recorded an impairment charge of $99.3 million, which included $97.3 million of STP goodwill and $2.0 million for certain long-lived assets of STP, as the estimated fair value of the STP business fell below its carrying value due to a decrease in projected revenue growth rates. The impairment charge is included within the Marmaxx segment results. Goodwill, and the related impairments if any, are included in the respective operating segment to which they relate.

Future Adoption of New Accounting Standards

Leases

In February 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued updated guidance on leases that aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. The new standard is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods; early adoption is permitted and modified retrospective application is required. We plan to adopt this standard in the first quarter of the fiscal year ending February 1, 2020. The Company is in the process of implementing a new lease accounting system and has established a cross-functional team to implement the updated lease guidance andguidance. This team is in the process of evaluating itsour lease portfolio andto assess the impact this standard will have on our Consolidated Financial Statements and Notes thereto. The Company expects this standard to have a material impact on its statement of financial condition as it will record a significant asset and liability associated with its more than 3,9004,100 leased locations. We plan to implement the transition package of three practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classifications. We expect to make an accounting policy election that will keep leases with a term of 12 months or less off the balance sheet and result in recognizing those lease payments on a straight-line basis over the lease term. As our leases do not provide an implicit rate, we plan to use our incremental borrowing rate based on information available at commencement date to determine the present value of future payments. The Company continues to assess ifhas determined that the initial lease term will not differ under the new standard versus current accounting practice. If the lease term remains unchangedpractice, and therefore the income statement impact of the new standard is not expected to be material. We plan

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Hedging Activities

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

Income Statement – Reporting Comprehensive Income

In February 2018, the FASB issued updated guidance related to reporting comprehensive income. The updated guidance allows for aone-time reclassification from accumulated other comprehensive income to retained earnings for stranded tax effect resulting from the enactment of the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). The updated guidance is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for reporting periods for which financial statements have not yet been issued. The updated guidance should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the 2017 Tax Act is recognized. The Company has not yet determined the timing of adoption or estimated the effect on the Company’s consolidated financial statements.

Recently Adopted Accounting Standards

Revenue Recognition

See Revenue Recognition in this standard inNote A for the impact upon adoption.

Cash Flows

In the first quarter of the fiscal year ending February 1, 2020.

Cash Flows

In August 2016,2019, TJX adopted a pronouncement was issued that addresses diversitydifferences in howthe way 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 diversitydifferences 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 doesdid not expect this standard to have a material impact on our consolidated financial statements.statements of cash flows.

GoodwillRetirement Benefits

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

Retirement Benefits

In March 2017, the FASB issued updated guidancepronouncement related to retirement benefits, which requires that an employer report the service cost component of net periodic pension and net periodic post retirement cost in the same line item as other compensation costs arising from services rendered by the employees during the period. It also requires the other components of net periodic pension and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost componentoperations, if such a subtotal is eligible for capitalization. This pronouncement is effective for annual periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements have not been issued or made available for issuance.presented. The amendments in this update should bewere applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and afterstatement. The impact to prior periods was immaterial. As a result of the effective date,adoption, for the capitalization ofthree months ended May 5, 2018, service costs are recorded in the service cost component of net periodic pension costsame line items as other compensation costs and net periodic postretirement benefitnon-service costs are recorded in assets. We are currently evaluating the presentation of the other components of net benefit cost.SG&A in our income statement.

 

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Recently Adopted Accounting Standards

Share Based CompensationIncome Taxes

In the first quarter of 2017,fiscal 2019, TJX adopted ASU2018-05 “Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”, which provides guidance on accounting for the tax effects of the 2017 Tax Act. This guidance allows a pronouncement that aimscompany to simplify several aspects ofrecord a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its 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 expensethe change in the statement of income, rather than within additionalpaid-in capital ontax law during the balance sheet.measurement period. The adoption of this provision ismeasurement period ends when the company has obtained, prepared, and analyzed the information necessary to be applied prospectively. The impactfinalize its accounting, but cannot extend beyond one year. We will continue to TJX’s results of operations related to this provision for the three and six months ended July 29, 2017 was a decrease in theassess our provision for income taxes of $3.3 million and $27.9 million, respectively. The impact of this benefit on TJX’sas 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 impactguidance is difficult to predict. The remaining provisions within the pronouncement did not have a material impact on our consolidated financial statements.issued.

Note B. Property at Cost

The following table presents the components of property at cost:

 

In thousands

  July 29,
2017
   January 28,
2017
   July 30,
2016
   May 5, 2018   February 3,
2018
   April 29,
2017
 

Land and buildings

  $1,271,189   $1,247,585   $1,077,567   $1,377,854   $1,355,777   $1,255,710 

Leasehold costs and improvements

   3,088,783    2,884,054    2,810,844    3,245,902    3,254,830    2,962,697 

Furniture, fixtures and equipment

   5,234,345    4,871,764    4,650,414    5,455,039    5,357,701    5,019,753 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total property at cost

  $9,594,317   $9,003,403   $8,538,825   $10,078,795   $9,968,308   $9,238,160 

Less accumulated depreciation and amortization

   4,849,627    4,470,509    4,275,445    5,052,703    4,962,255    4,637,116 
  

 

   

 

   

 

   

 

   

 

   

 

 

Net property at cost

  $4,744,690   $4,532,894   $4,263,380   $5,026,092   $5,006,053   $4,601,044 
  

 

   

 

   

 

   

 

   

 

   

 

 

Depreciation expense was $347.1$193.7 million for the sixthree months ended July 29, 2017May 5, 2018 and $321.7$172.6 for the sixthree months ended July 30, 2016.April 29, 2017. Depreciation expense was $658.8$726.0 million for the twelve months ended January 28, 2017.

During fiscal 2017 the Company identified fully depreciated assets that were no longer in use and should have been written off during fiscal 2017 or prior periods. The July 30, 2016 property at cost and accumulated depreciation were reduced by $858 million. There was no impact to net property at cost. This error was not material to our consolidated financial statements; however, we have corrected the July 30, 2016 amounts to reflect thewrite-off that should have been recorded at that time.February 3, 2018.

Note C. Accumulated Other Comprehensive Income (Loss)

Amounts included in accumulated other comprehensive income (loss) are recorded net of taxes. The following table details the changes in accumulated other comprehensive income (loss) for the sixthree months ended July 29, 2017:May 5, 2018:

 

In thousands

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

Balance, January 28, 2017

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

Foreign currency translation adjustments (net of taxes of $36,929)

   211,752   —     —     —      211,752 

Recognition of net gains/losses on benefit obligations (net of taxes of $8,989)

   —    24,691   —     —      24,691 

Amortization of loss on cash flow hedge (net of taxes of $438)

   —     —    696   —      696 

Amortization of prior service cost and deferred gains/losses (net of taxes of $9,592)

   —    15,228   —     —      15,228 
  

 

  

 

  

 

  

 

   

 

 

Balance, February 3, 2018

  $(280,051 $(159,562 $(2,246 $—     $(441,859

Additions to other comprehensive income:

           

Foreign currency translation adjustments (net of taxes of $34,323)

 125,422   —     —    125,422 

Foreign currency translation adjustments (net of tax benefit of $1,206)

   (122,529  —     —     —      (122,529

Net investment hedges (net of taxes of $2,201)

   —     —     —    6,044    6,044 

Reclassifications from other comprehensive income to net income:

           

Amortization of prior service cost and deferred gains/losses (net of taxes of $5,086)

  —    7,732   —    7,732 

Amortization of loss on cash flow hedge (net of taxes of $225)

  —     —    342  342 

Amortization of prior service cost and deferred gains (net of taxes of $1,328)

   —    2,608   —     —      2,608 

Amortization of loss on cash flow hedge (net of taxes of $77)

   —     —    206   —      206 
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

 

Balance, July 29, 2017

 $(366,381 $(191,749 $(2,600 $(560,730

Balance, May 5, 2018

  $(402,580 $(156,954 $(2,040 $6,044   $(555,530
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

 

 

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Note D. Capital Stock and Earnings Per Share

Capital Stock

TJX repurchased and retired 7.54.9 million shares of its common stock at a cost of $550.0$400.0 million during the quarter ended July 29, 2017, on a “trade date” basis. During the six months ended July 29, 2017, TJX repurchased and retired 12 million shares of its common stock at a cost of $900.0 million,May 5, 2018, 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 $884.7$395.4 million for the sixthree months ended July 29, 2017May 5, 2018, and $756.2$350.0 million for the sixthree months ended July 30, 2016.April 29, 2017. These expenditures were funded by cash generated from operations.

In February 2016,2018, TJX announced that its Board of Directors had approved aan additional stock repurchase program that authorized the repurchase of up to an additional $2.0$3.0 billion of TJX common stock from time to time. Under this program, on a “trade date” basis through July 29, 2017, TJX repurchased 14.8 million sharestime, all of common stock at a cost of $1.1 billion. At July 29, 2017, $890.8 millionwhich remained available for purchase under this program.at May 5, 2018.

In February 2017, TJX announced that its Board of Directors had approved an additional stock repurchase program that authorized the repurchase of up to $1.0 billion of TJX common stock from time to time, alltime. Under this program, on a “trade date” basis through May 5, 2018, TJX repurchased 3.2 million shares of which remainedcommon stock at a cost of $264.2 million.

As of May 5, 2018, TJX had $3.7 billion available at July 29, 2017.under previously announced stock repurchase programs.

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

Earnings Per Share

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

 

   Thirteen Weeks Ended 

In thousands, except per share data

  July 29,
2017
   July 30,
2016
 

Basic earnings per share

    

Net income

  $552,957   $562,174 

Weighted average common shares outstanding for basic EPS

   639,127    658,117 

Basic earnings per share

  $0.87   $0.85 

Diluted earnings per share

    

Net income

  $552,957   $562,174 

Shares for basic and diluted earnings per share calculations:

    

Weighted average common shares outstanding for basic EPS

   639,127    658,117 

Assumed exercise/vesting of:

    

Stock options and awards

   9,190    8,489 
  

 

 

   

 

 

 

Weighted average common shares outstanding for diluted EPS

   648,317    666,606 
  

 

 

   

 

 

 

Diluted earnings per share

  $0.85   $0.84 

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  Twenty-Six Weeks Ended   Thirteen Weeks Ended 

In thousands, except per share data

  July 29,
2017
   July 30,
2016
   May 5,
2018
   April 29,
2017
 

Basic earnings per share

        

Net income

  $1,089,236   $1,070,520   $716,381   $536,279 

Weighted average common shares outstanding for basic EPS

   641,776    659,825    626,612    644,425 

Basic earnings per share

  $1.70   $1.62   $1.14   $0.83 

Diluted earnings per share

        

Net income

  $1,089,236   $1,070,520   $716,381   $536,279 

Shares for basic and diluted earnings per share calculations:

        

Weighted average common shares outstanding for basic EPS

   641,776    659,825    626,612    644,425 

Assumed exercise/vesting of:

        

Stock options and awards

   10,116    8,929    7,824    10,374 
  

 

   

 

   

 

   

 

 

Weighted average common shares outstanding for diluted EPS

   651,892    668,754    634,436    654,799 
  

 

   

 

   

 

   

 

 

Diluted earnings per share

  $1.67   $1.60   $1.13   $0.82 

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.stock for the related fiscal periods. Such options are excluded because they would have an antidilutive effect. There were 8.6 million such options excluded for the thirteen weeks ended May 5, 2018. There were 8.0 million such options excluded for each of the thirteen weeks andtwenty-six weeks ended JulyApril 29, 2017. There were 4.0 million such options excluded for each of the thirteen weeks andtwenty-six weeks ended July 30, 2016.

 

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Note E. Financial Instruments

As a result of its operating and financing activities, TJX is exposed to market risks from changes in interest and foreign currency exchange rates and fuel costs. These market risks may adversely affect TJX’s operating results and financial position. TJX seeks to minimize risk from changes in interest and foreign currency exchange rates and fuel costs through the use of derivative financial instruments when and to the extent deemed appropriate. TJX does not use derivative financial instruments for trading or other speculative purposes and does not use any leveraged derivative financial instruments. TJX recognizes all derivative instruments as either assets or liabilities in the statements of financial position 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

TJX hedges portions of its estimated notional diesel requirements based on the diesel fuel expected to be consumed by independent freight carriers transporting TJX’s inventory. Independent freight carriers transporting TJX’s inventory charge TJX a mileage surcharge based on the price of diesel fuel. The hedge agreements are designed to mitigate the volatility of diesel fuel pricing (and the resulting per mile surcharges payable by TJX) by setting a fixed price per gallon for the period being hedged. During fiscal 2017 and the first six months of fiscal 2018, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for fiscal 2018. In addition,2019, and during the first three months of fiscal 2018,2019, TJX entered into agreements to hedge a portion of its estimated notional diesel requirements for the first halfthree months of fiscal 2019.2020. The hedge agreements outstanding at July 29, 2017May 5, 2018 relate to approximately 53%50% of TJX’s estimated notional diesel requirements for the remainder of fiscal 20182019 and approximately 46%45% of TJX’s estimated notional diesel requirements for the first sixthree months of fiscal 2019.2020. These diesel fuel hedge agreements will settle throughout the remainder of fiscal 20182019 and throughout the first sevenfour months of fiscal 2019.TJX2020.TJX elected not to apply hedge accounting rules to these contracts.

13


Foreign Currency Contracts

TJX enters into forward foreign currency exchange contracts to obtain economic hedges on portions of merchandise purchases made and anticipated to be made by the Company’s operations atin TJX International (United Kingdom, Ireland, Germany, Poland, Austria, The Netherlands and Australia), TJX Canada (Canada), Marmaxx (U.S.) and HomeGoods (U.S.) in currencies other than their respective functional currencies. These contracts typically have a term of twelve months or less. The contracts outstanding at July 29, 2017May 5, 2018 cover a portion of such actual and anticipated merchandise purchases throughout the remainder of fiscal 20182019 and throughout the first quarter of fiscal 2019.2020. 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 central buying entity for changes in the exchange rate between the Euro and British Pound. The inflow of Euros to the central buying entity provides a natural hedge for merchandise purchased from third-party vendors that is denominated in Euros. However, with the growth of TJX’s Euro denominated retail operations, the intercompany billings committed to the Euro denominated operations is generating Euros in excess of those needed to meet merchandise commitments to outside vendors. TJX calculates 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.

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

13


The following isTJX periodically reviews its net investments in foreign subsidiaries. During the fiscal quarter ended May 5, 2018, TJX entered into net investment hedge contracts related to a summaryportion of TJX’s derivative financial instruments, related fair value and balance sheet classification at July 29, 2017:its investment in TJX Canada. These contracts will settle throughout the second quarter of fiscal 2019. TJX elected to apply hedge accounting rules to these contracts.

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
July 29, 2017
 

Fair value hedges:

       

Intercompany balances, primarily debt and related interest

 

     
  zł                67,000  £13,000   0.1940  (Accrued Exp) $—    $(1,326 $(1,326
  €                 69,200  £59,813   0.8643  (Accrued Exp)  —     (3,044  (3,044
  U.S.$          68,445  £55,000   0.8036  Prepaid Exp  4,174   —     4,174 
  A$              40,000  £23,781   0.5945  (Accrued Exp)  —     (676  (676

Economic hedges for which hedge accounting was not elected:

 

     

Diesel contracts

  

Fixed on 2.0M

– 2.5M gal per

month

 

 

 

  

Float on 2.0M
– 2.5M gal per
month
 
 
 
  N/A  Prepaid Exp  544   —     544 

Intercompany billings in Europe, primarily merchandise related

                 54,000  £47,790   0.8850  (Accrued Exp)  —     (730  (730

Merchandise purchase commitments

 

      
  C$            571,142  U.S.$430,600   0.7539  (Accrued Exp)  —     (29,261  (29,261
  C$              33,086  22,500   0.6800  Prepaid Exp / (Accrued Exp)  218   (361  (143
  £              252,400  U.S.$324,000   1.2837  (Accrued Exp)  —     (8,417  (8,417
  A$              26,492  U.S.$20,266   0.7650  (Accrued Exp)  —     (895  (895
  zł              326,370  £66,993   0.2053  (Accrued Exp)  —     (1,917  (1,917
  U.S.$            2,284  £1,787   0.7824  Prepaid Exp  65   —     65 
  U.S.$          74,175  66,313   0.8940  Prepaid Exp  3,957   —     3,957 
     

 

 

  

 

 

  

 

 

 

Total fair value of derivative financial instruments

 

    $8,958  $(46,627 $(37,669
    

 

 

  

 

 

  

 

 

 

 

14


The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at January 28, 2017:May 5, 2018:

 

In thousands

 Pay Receive Blended
Contract
Rate
 

Balance Sheet

Location

 Current Asset
U.S.$
 Current
(Liability)
U.S.$
 Net Fair
Value in
U.S.$ at
January 28,
2017
  Pay Receive Blended
Contract
Rate
 

Balance Sheet
Location

 Current Asset
U.S.$
 Current
(Liability)
U.S.$
 Net Fair
Value in
U.S.$ at
May 5,
2018
 

Fair value hedges:

               

Intercompany balances, primarily debt and related interest

Intercompany balances, primarily debt and related interest

 

     

Intercompany balances, primarily debt and related interest

 

     
 zł          67,000  £13,000  0.1940  (Accrued Exp) $—    $(6 $(6 

 67,000  £14,035  0.2095  Prepaid Exp $247  $—    $247 
 €           63,000  £54,452  0.8643  Prepaid Exp 263   —    263  

 53,950  £47,868  0.8873  (Accrued Exp)  —    (252 (252
 U.S.$    68,445  £55,000  0.8036  Prepaid Exp 1,196   —    1,196  

£

 30,000  C$54,038  1.8013  Prepaid Exp 1,256  $—    1,256 
 

U.S.$

 77,079  £55,000  0.7136  (Accrued Exp)  —    (1,771 (1,771

Net Investment Hedges:

        
 

C$

 1,710,000  U.S.$1,341,426  0.7845  Prepaid Exp / (Accrued Exp) 9,808  (1,563 8,245 

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

Diesel contracts

 

         



Fixed on

2.2M –
3.0M gal
per month

 

 
 
 

  


Float on

2.2M – 3.0M
gal per month

 

 
 

 N/A  Prepaid Exp 10,249   —    10,249 
  

Fixed on 2.1M

– 2.5M gal per

month

 

 

 

  

Float on

2.1M– 2.5M

gal per month

 

 

 

 N/A  Prepaid Exp 2,183   —    2,183 

Intercompany billings in Europe, primarily merchandise related

Intercompany billings in Europe, primarily merchandise related

 

     

 50,000  £43,340  0.8668  (Accrued Exp)  —    (1,205 (1,205
 €           68,000  £58,306  0.8574  Prepaid Exp 262   —    262 

Merchandise purchase commitments

Merchandise purchase commitments

   

Merchandise purchase commitments

 

      
 C$      462,025  U.S.$349,750  0.7570  

Prepaid Exp /

(Accrued Exp)

 1,089  (3,081 (1,992 

C$

 518,624  U.S.$409,350  0.7893  Prepaid Exp / (Accrued Exp) 5,322  (422 4,900 
 C$        19,571  13,650  0.6975  

Prepaid Exp /

(Accrued Exp)

 22  (290 (268 

C$

 25,760  16,500  0.6405  Prepaid Exp / (Accrued Exp) 82  (360 (278
 £         180,963  U.S.$227,500  1.2572  

Prepaid Exp /

(Accrued Exp)

 2,327  (2,695 (368 

£

 333,666  U.S.$469,400  1.4068  Prepaid Exp / (Accrued Exp) 15,418  (594 14,824 
 zł        249,079  £48,593  0.1951  

Prepaid Exp /

(Accrued Exp)

 681  (927 (246 

A$

 30,728  U.S.$23,772  0.7736  Prepaid Exp / (Accrued Exp) 602  (30 572 
 U.S.$    22,226  20,686  0.9307  

Prepaid Exp /

(Accrued Exp)

 178  (257 (79 

 299,988  £62,531  0.2084  Prepaid Exp / (Accrued Exp) 560  (235 325 
     

 

  

 

  

 

  

U.S.$

 41,644  33,611  0.8071  Prepaid Exp / (Accrued Exp) 23  (1,243 (1,220

Total fair value of financial instruments

 $8,201  $(7,256 $945 
    

 

  

 

  

 

       

 

  

 

  

 

 

Total fair value of derivative financial instruments

Total fair value of derivative financial instruments

 

   $43,567  $(7,675 $35,892 
      

 

  

 

  

 

 

 

15


The following is a summary of TJX’s derivative financial instruments, related fair value and balance sheet classification at July 30, 2016:February 3, 2018:

 

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
July 30, 2016
  Pay Receive Blended
Contract
Rate
 Balance Sheet
Location
 Current
Asset
U.S.$
 Current
(Liability)
U.S.$
 Net Fair
Value in
U.S.$ at
February 3,
2018
 

Fair value hedges:

             

Fair value hedges:

       

Intercompany balances, primarily debt and related interest

Intercompany balances, primarily debt and related interest

 

         

Intercompany balances, primarily debt and related interest

 

    
   zł          57,073   C$19,606    0.3435   Prepaid Exp  $448   $—    $448  

 67,000 £14,035  0.2095  (Accrued Exp)  $—    $(45 $(45
   zł          45,000   £7,403    0.1645   (Accrued Exp)   —      (1,696 (1,696 

 51,950 £46,095  0.8873  (Accrued Exp)   —    (318 (318
   €           61,000   £47,211    0.7740   (Accrued Exp)   —      (6,079 (6,079 

U.S.$

 77,079 £55,000  0.7136  Prepaid Exp  1,636   —    1,636 
   U.S.$    77,957   £55,000    0.7055   (Accrued Exp)   —      (4,969 (4,969

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 1.8M

– 2.2M gal per

month

 

 

 

   


Float on 1.8M

–2.2M gal per
month

 

 
 

   N/A   (Accrued Exp)   —      (4,832 (4,832

Diesel contracts

       
  Fixed on

2.2M – 3.0M
gal per month

  

Float on
2.2M– 3.0M
gal per month
 
 
 
 N/A  Prepaid Exp  7,854   —    7,854 

Intercompany billings in Europe, primarily merchandise related

   €           75,000   £64,031    0.8537   Prepaid Exp   816    —    816 

Intercompany billings in TJX Europe, primarily merchandise related

Intercompany billings in TJX Europe, primarily merchandise related

 

   
 

 26,000 £22,948  0.8826  (Accrued Exp)   —    (2 (2

Merchandise purchase commitments

Merchandise purchase commitments

 

           

Merchandise purchase commitments

 

    
   C$      518,629   U.S.$396,300    0.7641   

Prepaid Exp /

(Accrued Exp)

   2,192    (4,070 (1,878 

C$

 462,464 U.S.$367,200  0.7940   
Prepaid Exp /
(Accrued Exp)
 
 
 49  (5,478 (5,429
   C$        25,108   17,250    0.6870   

Prepaid Exp /

(Accrued Exp)

   57    (42 15  

C$

 22,562 15,000  0.6648  Prepaid Exp  557   —    557 
   £         223,671   U.S.$317,750    1.4206   

Prepaid Exp /

(Accrued Exp)

   21,716    (252 21,464  

£

 176,911 U.S.$238,000  1.3453   
Prepaid Exp /
(Accrued Exp)
 
 
 173  (12,838 (12,665
   U.S.$      1,556   £1,079    0.6934   (Accrued Exp)   —      (127 (127 

 288,646 £60,023  0.2079  (Accrued Exp)   —    (1,303 (1,303
   zł        278,776   £50,509    0.1812   (Accrued Exp)   —      (4,474 (4,474 

A$

 28,635 U.S.$22,230  0.7763   
Prepaid Exp /
(Accrued Exp)
 
 
 43  (573 (530
   U.S.$     55,093   48,792    0.8856   

Prepaid Exp /

(Accrued Exp)

   154    (577 (423 

U.S.$

 44,223 36,950  0.8355  Prepaid Exp  1,905   —    1,905 
          

 

   

 

  

 

       

 

  

 

  

 

 

Total fair value of derivative financial instruments

 

    $25,383   $(27,118 $(1,735

Total fair value of financial instruments

Total fair value of financial instruments

 

  $12,217  $(20,557 $(8,340
        

 

   

 

  

 

    

 

  

 

  

 

 

 

16


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

Fair value hedges:

              

Intercompany balances, primarily debt and related interest

 

     
 

   67,000   £13,000    0.1940    (Accrued Exp)   $—     $(292 $(292
 

   66,000   £57,048    0.8644    Prepaid Exp    1,565    —     1,565 
 

U.S.$

   68,445   £55,000    0.8036    Prepaid Exp    3,319    —     3,319 
 

A$

   10,000   $5,799    0.5799    Prepaid Exp    60    —     60 

Economic hedges for which hedge accounting was not elected:

 

     

Diesel contracts

             
    



Fixed on
2.1M –
2.5M
gal per
month
 
 
 
 
 
   

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

Intercompany billings in Europe, primarily merchandise related

 

     
 

   85,000   £72,765    0.8561    Prepaid Exp    1,546    —     1,546 

Merchandise purchase commitments

 

     
 

C$

   521,997   U.S.$394,800    0.7563    Prepaid Exp    11,755    —     11,755 
 

C$

   24,743   17,500    0.7073    Prepaid Exp    953    —     953 
 

£

   209,383   U.S.$263,000    1.2561    (Accrued Exp)    —      (8,919  (8,919
 

A$

   17,940   U.S.$13,573    0.7566    
Prepaid Exp /
(Accrued Exp)
 
 
   162    (19  143 
 

   269,048   £52,774    0.1962    
Prepaid Exp /
(Accrued Exp)
 
 
   411    (1,243  (832
 

U.S.$

   36,314   33,862    0.9325    Prepaid Exp    683    —     683 
           

 

 

   

 

 

  

 

 

 

Total fair value of financial instruments

 

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

 

 

   

 

 

  

 

 

 

17


Presented below is the impact of derivative financial instruments on the statements of income for the periods shown:

 

 Location of Gain (Loss) Amount of Gain (Loss) Recognized
in Income by Derivative
      

Amount of Gain (Loss) Recognized

in Income by Derivative

 Recognized in Income by Thirteen Weeks Ended      Thirteen Weeks Ended

In thousands

 Derivative July 29, 2017 July 30, 2016   

Location of Gain (Loss)

Recognized in Income by

Derivative

  

May 5, 2018

  

April 29, 2017

Fair value hedges:

         

Intercompany balances, primarily debt and related interest

  

Selling, general and

administrative expenses

 

 

 $(5,591 $(14,163  Selling, general and administrative expenses  $(1,792)  $3,225

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 fuel contracts

  
Cost of sales, including buying
and occupancy costs
 
 
 2,006  (3,516  Cost of sales, including buying and occupancy costs  4,953  (3,323)

Intercompany billings in Europe, primarily merchandise related

  

Cost of sales, including buying

and occupancy costs

 

 

 (5,045 (6,968  Cost of sales, including buying and occupancy costs  (118)  1,601

Merchandise purchase commitments

  
Cost of sales, including buying
and occupancy costs
 
 
 (44,098 37,709   Cost of sales, including buying and occupancy costs  31,457  9,933
  

 

  

 

     

 

  

 

Gain / (loss) recognized in income

  $(52,728 $13,062 

Gain recognized in income

    $34,500  $11,436
  

 

  

 

     

 

  

 

 Location of Gain (Loss) Amount of Gain (Loss) Recognized
in Income by Derivative
 
 Recognized in Income by Twenty-Six Weeks Ended 

In thousands

 Derivative July 29, 2017 July 30, 2016 

Fair value hedges:

   

Intercompany balances, primarily debt and related interest

  
Selling, general and
administrative expenses
 
 
 $(2,366 $(13,286

Economic hedges for which hedge accounting was not elected:

 

  

Diesel fuel contracts

  
Cost of sales, including buying
and occupancy costs
 
 
 (1,317 (1,229

Intercompany billings in Europe, primarily merchandise related

  
Cost of sales, including buying
and occupancy costs
 
 
 (3,444 (9,076

Merchandise purchase commitments

  
Cost of sales, including buying
and occupancy costs
 
 
 (34,165 (7,279
  

 

  

 

 

Gain / (loss) recognized in income

  $(41,292 $(30,870
  

 

  

 

 

 

1718


Note F. Fair Value Measurements

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

 

Level 1:

  Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2:

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

Level 3:

  

Unobservable inputs for the asset or liability

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

 

In thousands

  July 29,
2017
   January 28,
2017
   July 30,
2016
   May 5,
2018
   February 3,
2018
   April 29,
2017
 

Level 1

            

Assets:

            

Executive Savings Plan investments

  $221,978   $195,733   $184,770   $248,640   $249,045   $213,260 

Level 2

            

Assets:

            

Short-term investments

  $502,757   $543,242   $421,153   $435,903   $506,165   $457,091 

Foreign currency exchange contracts

   8,414    6,018    25,383    33,318    4,363    20,454 

Diesel fuel contracts

   544    2,183    —      10,249    7,854    —   

Liabilities:

            

Foreign currency exchange contracts

  $46,627   $7,256   $22,286   $7,675   $20,557   $10,473 

Diesel fuel contracts

   —      —      4,832    —      —      1,585 

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 July 29, 2017May 5, 2018 was $2.20$2.12 billion compared to a carrying value of $2.23 billion. The fair value of long-term debt as of January 28, 2017February 3, 2018 was $2.17$2.16 billion compared to a carrying value of $2.23 billion. The fair value of long-term debt as of July 30, 2016April 29, 2017 was $1.75$2.20 billion compared to a carrying value of $1.62$2.23 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.

 

1819


Note G. Segment Information

TJX operates four main business segments. The Marmaxx segment (T.J. Maxx, Marshalls and tjmaxx.com) and the HomeGoods segment (HomeGoods and Homesense) both operate in the United States, the TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and the TJX International segment operates T.K. Maxx, HomeSenseHomesense and tkmaxx.com in Europe and T.K. Maxx in Australia. TJX also operates Sierra Trading Post (STP),STP, anoff-price Internet retailer that operates sierratradingpost.com and a small number ofretail stores in the U.S. The results of STP are included in the Marmaxx segment.

All of TJX’s stores, with the exception of HomeGoods and HomeSense,Homesense, sell family apparel and home fashions. HomeGoods and HomeSenseHomesense 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 
   July 29,   July 30, 

In thousands

  2017   2016 

Net sales:

    

In the United States:

    

Marmaxx

  $5,284,639   $5,098,998 

HomeGoods

   1,156,398    986,663 

TJX Canada

   832,026    756,781 

TJX International

   1,084,637    1,039,611 
  

 

 

   

 

 

 
  $8,357,700   $7,882,053 
  

 

 

   

 

 

 

Segment profit:

    

In the United States:

    

Marmaxx

  $746,881   $742,289 

HomeGoods

   141,345    128,047 

TJX Canada

   83,229    121,979 

TJX International

   38,967    42,879 
  

 

 

   

 

 

 
   1,010,422    1,035,194 

General corporate expense

   109,045    109,350 

Interest expense, net

   9,677    11,262 
  

 

 

   

 

 

 

Income before provision for income taxes

  $891,700   $914,582 
  

 

 

   

 

 

 

19


  Twenty-Six Weeks Ended 
  July 29,   July 30,   Thirteen Weeks Ended 

In thousands

  2017   2016   May 5,
2018
   April 29,
2017
 

Net sales:

        

In the United States:

        

Marmaxx

  $10,251,774   $9,964,373   $5,380,918   $4,967,135 

HomeGoods

   2,277,667    1,997,099    1,269,331    1,121,269 

TJX Canada

   1,570,797    1,442,358    853,836    738,771 

TJX International

   2,041,486    2,020,579    1,184,635    956,849 
  

 

   

 

   

 

   

 

 
  $16,141,724   $15,424,409   $8,688,720   $7,784,024 
  

 

   

 

   

 

   

 

 

Segment profit:

        

In the United States:

        

Marmaxx

  $1,434,046   $1,451,146   $750,456   $687,165 

HomeGoods

   293,437    266,257    147,360    152,092 

TJX Canada

   186,109    179,451    125,184    102,880 

TJX International

   45,827    57,226    40,826    6,860 
  

 

   

 

   

 

   

 

 
   1,959,419    1,954,080    1,063,826    948,997 

General corporate expense

   215,693    193,073    104,120    106,648 

Interest expense, net

   19,518    21,456    4,148    9,841 
  

 

   

 

   

 

   

 

 

Income before provision for income taxes

  $1,724,208   $1,739,551   $955,558   $832,508 
  

 

   

 

   

 

   

 

 

 

20


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   Funded Plan   Unfunded Plan 
  July 29,   July 30,   July 29,   July 30,   Thirteen Weeks Ended   Thirteen Weeks Ended 

In thousands

  2017   2016   2017   2016   May 5,
2018
   April 29,
2017
   May 5,
2018
   April 29,
2017
 

Service cost

  $11,804   $11,209   $587   $542   $11,613   $11,805   $611   $588 

Interest cost

   13,759    14,362    843    875    13,965    13,759    853    843 

Expected return on plan assets

   (17,382   (17,935   —      —      (20,962   (17,382   —      —   

Recognized actuarial losses

   5,574    7,210    833    864    3,114    5,580    821    831 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total expense

  $13,755   $14,846   $2,263   $2,281   $7,730   $13,762   $2,285   $2,262 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  Funded Plan   Unfunded Plan 
  Twenty-Six Weeks Ended   Twenty-Six Weeks Ended 
  July 29,   July 30,   July 29,   July 30, 

In thousands

  2017   2016   2017   2016 

Service cost

  $23,609   $22,418   $1,175   $1,083 

Interest cost

   27,518    28,724    1,686    1,750 

Expected return on plan assets

   (34,764   (35,870   —      —   

Recognized actuarial losses

   11,154    14,419    1,664    1,729 
  

 

   

 

   

 

   

 

 

Total expense

  $27,517   $29,691   $4,525   $4,562 
  

 

   

 

   

 

   

 

 

TJX’s policy with respect to the funded plan is to fund, at a minimum, the amount required to maintain a funded status of 80% of the applicable pension liability (the funding targetFunding Target pursuant to the Internal Revenue Code section 430) or such other amount as is sufficient to avoid restrictions with respect to the funding of TJX’s nonqualified plans under the Internal Revenue Code. TJX doesWe do not anticipate any required funding in fiscal 20182019 for the funded plan. TJX anticipatesWe anticipate making paymentscontributions of $4.1$2.5 million to provide current benefits coming due under the unfunded plan in fiscal 2018.2019.

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.

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

21


Note I. Long-Term Debt and Credit Lines

The table below presents long-term debt, exclusive of current installments, as of JulyMay 5, 2018, February 3, 2018 and April 29, 2017, January 28, 2017 and July 30, 2016.2017. All amounts are net of unamortized debt discounts.

 

In thousands

 July 29,
2017
 January 28,
2017
 July 30,
2016
   May 5,
2018
   February 3,
2018
   April 29,
2017
 

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 $188 at July 30, 2016)

 $—    $—    $374,812 

2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $256 at July 29, 2017, $278 at January 28, 2017 and $300 at July 30, 2016)

 499,744  499,722  499,700 

2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $287 at July 29, 2017, $325 at January 28, 2017 and $362 at July 30, 2016)

 749,713  749,675  749,638 

2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $6,776 at July 29, 2017 and $7,149 at January 28, 2017)

 993,224  992,851   —   

2.50% senior unsecured notes, maturing May 15, 2023 (effective interest rate of 2.51% after reduction of unamortized debt discount of $223 at May 5, 2018, $234 at February 3, 2018 and $267 at April 29, 2017)

  $499,777   $499,766   $499,733 

2.75% senior unsecured notes, maturing June 15, 2021 (effective interest rate of 2.76% after reduction of unamortized debt discount of $231 at May 5, 2018, $250 at February 3, 2018 and $306 at April 29, 2017)

   749,769    749,750    749,694 

2.25% senior unsecured notes, maturing September 15, 2026 (effective interest rate of 2.32% after reduction of unamortized debt discount of $6,217 at May 5, 2018, $6,403 at February 3, 2018 and $6,963 at April 29, 2017)

   993,783    993,597    993,037 

Debt issuance cost

 (13,578 (14,649 (8,198   (11,969   (12,506   (14,113
 

 

  

 

  

 

   

 

   

 

   

 

 

Long-term debt

 $2,229,103  $2,227,599  $1,615,952   $2,231,360   $2,230,607   $2,228,351 
 

 

  

 

  

 

   

 

   

 

   

 

 

On September 12, 2016, TJX issued $1.0 billion aggregate principal amount

21


As of 2.25%ten-year notes due September 2026 all of which was outstanding at July 29, 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%.

At July 29, 2017, TJX also had outstanding $500 million aggregate principal amount of 2.50%ten-year notes due May 20235, 2018, February 3, 2018 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 JulyApril 29, 2017, TJX had two $500 million revolving credit facilities, one which matures in March 2020 and one which matures in March 2022. At July 29, 2017,

The terms and covenants under the agreementsrevolving credit facilities 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 wouldwill vary with specified changes in the credit ratings. These agreements hadhave no compensating balance requirements and hadhave various covenants. Each of these facilities requiredrequire TJX to maintain a ratio of funded debt and four-times consolidated rentals to consolidated earnings before interest, taxes, consolidated rentals, depreciation and amortization and consolidated rentals (“EBITDAR”)(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 Julythe end of all periods presented. As of May 5, 2018, February 3, 2018 and April 29, 2017, January 28, 2017 and July 30, 2016. As of July 29, 2017, January 28, 2017 and July 30, 2016, and during the quarters and year then ended, there were no amounts outstanding under any of these facilities.

As of JulyMay 5, 2018, February 3, 2018 and April 29, 2017, January 28, 2017 and July 30, 2016, 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 JulyMay 5, 2018, February 3, 2018 and April 29, 2017, January 28, 2017 and July 30, 2016, there were no amounts outstanding on the Canadian credit line for operating expenses. As

22


of JulyMay 5, 2018, February 3, 2018 and April 29, 2017, January 28, 2017, and July 30, 2016, our European business at TJX International had an uncommitted credit line of £5 million. As of JulyMay 5, 2018, February 3, 2018 and April 29, 2017, January 28, 2017, and July 30, 2016, and during the quarters and year then ended, there were no amounts outstanding on the European credit line.

Note J. Income Taxes

The effective income tax rate was 38.0%25.0% for the first quarter of fiscal 2019 and 35.6% for the fiscal 2018 second quarter and 36.8% for the six months ended July 29, 2017 compared to 38.5% for each of the comparable periods last year.first quarter. The decrease in the effective income tax rate was primarily due to excess income tax benefits related to share-based payments which reduced the effective incomereduction of the U.S. federal corporate tax rate by 0.4 percentage points forto 21% as a result of the second quarter2017 Tax Act and 1.6 percentage points for the six months ended July 29, 2017. The jurisdictional mix of income also contributedincome.

Under ASU 2018-05, we have accounted for the impacts of the 2017 Tax Act to the decreaseextent a reasonable estimate could be made and we recognized provisional amounts related to the deemed repatriation tax, offset by there-measurement of our deferred tax assets and liabilities to record the effects of the effective income tax rate.law change in the period of enactment. This guidance allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law during the measurement period. The measurement period ends when the company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. During the first quarter of fiscal year 2019, the Internal Revenue Service issued additional guidance providing clarification on certain aspects of the deemed repatriation tax calculation. The additional guidance did not result in an adjustment to the provisional amounts recorded as of February 3, 2018. We will continue to monitor for new guidance related to provisional amounts recorded.

22


TJX had net unrecognized tax benefits of $40.4$58.7 million as of July 29, 2017, $38.5May 5, 2018, $57.3 million as of January 28, 2017February 3, 2018 and $36.2$39.0 million as of July 30, 2016.April 29, 2017.

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.

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 $8.3$12.5 million as of July 29, 2017,May 5, 2018, $11.9 million as of February 3, 2018 and $8.0 million as of January 28, 2017 and $7.5 million as of July 30, 2016.April 29, 2017.

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 $14$22 million.

Note K. Contingent Obligations and Contingencies

Contingent Obligations

TJX has contingent obligations on leases, for which it was a lessee or guarantor, which were assigned to third parties without TJX being released by the landlords. Over many years, 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 nineeight leases of former TJX businesses, for which we believe the likelihood of future liability to TJX is remote, and has contingent obligations in connection with certain assigned or sublet properties that TJX is able to estimate. We estimate that the undiscounted obligations of (i) leases of former operations not included in our reserve for former operations and (ii) properties of our former operations if the subtenants do not fulfill their obligations, are approximately $48.7$46.4 million as of July 29, 2017.May 5, 2018. We believe that most or all of these contingent obligations will not revert to us and, to the extent they do, will be resolved for substantially less due to mitigating factors including our expectation to further sublet.

TJX is a party to various agreements under which it may be obligated to indemnify the other party with respect to certain losses related to matters such as title to assets sold, specified environmental matters or certain income taxes. These obligations are often limited in time and amount. There are no amounts reflected in our balance sheets with respect to these contingent obligations.

23


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.statutes. TJX is also a defendant in lawsuits filed in federal courts brought asa putative class actionsaction 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.

 

2423


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 (second(first quarter) andTwenty-Six Weeks (six months) Ended July 29, 2017 May 5, 2018

Compared to

The Thirteen Weeks (second(first quarter) andTwenty-Six Weeks (six months) Ended July 30, 2016April 29, 2017

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 full-price retailers’ (including department, specialty and specialty storemajor online retailers) regular prices on comparable merchandise, every day. We operate over 3,9004,100 stores through our four main segments: in the U.S., Marmaxx (which operates T.J. Maxx, Marshalls and tjmaxx.com) and HomeGoods;HomeGoods (which operates HomeGoods and Homesense); TJX Canada (which operates Winners, HomeSense and Marshalls in Canada); and TJX International (which operates T.K. Maxx, HomeSenseHomesense and tkmaxx.com in Europe, and T.K. Maxx in Australia). In the U.S., weWe also operate Sierra Trading Post (STP)(“STP”), anoff-price Internet retailer with a small number of stores.that operates sierratradingpost.com and retail stores in the U.S. The results of STP are reported in our Marmaxx segment.

Results of Operations

Highlights of our financial performance for the second quarter ended July 29, 2017May 5, 2018 include the following:

 

Net sales increased 6%12% to $8.4$8.7 billion for the first quarter of fiscal 2018 second quarter2019 over last year’s secondfirst quarter sales of $7.9$7.8 billion. At July 29, 2017,May 5, 2018, stores in operation increased 6%7% and selling square footage increased 5% compared to the end of the fiscal 2017 second2018 first quarter.

 

Same storeComp sales (defined below) increased 3% infor the secondfirst quarter of fiscal 20182019 over an increase of 4% in the second quarter of fiscalcomparable period last year ending May 6, 2017. The increase in same store salesCustomer traffic was primarily driven by an increase in customer traffic. The valuethe primary driver of the average transaction was down with an increase in units sold more than offset by a decrease in the average ticket.comp sales increase.

 

Diluted earnings per share for the secondfirst quarter of fiscal 20182019 were $0.85$1.13 versus $0.84$0.82 per share in the secondfirst quarter of fiscal 2017. Foreign2018. The first quarter of fiscal 2019 earnings per share includes an approximate $0.17 benefit from the 2017 Tax Act. The overall net impact of foreign currency exchange rates had a $0.04 negative impact on earnings per share for the second quarter of fiscal 2018 compared to $0.03 positive impact on earnings per share for the secondfirst quarter of fiscal 2017.2019 compared with a $0.01 positive impact on earnings per share for the first quarter of fiscal 2018.

 

Ourpre-tax margin (the ratio ofpre-tax income to net sales) for the secondfirst quarter of fiscal 20182019 was 10.7%11.0%, a 0.90.3 percentage point increase compared with 10.7% in the first quarter of fiscal 2018. The increase was primarily attributable to better than expected flow-through on higher comp sales, aone-time gain related to a lease buyout in Canada, and the favorable impact ofmark-to-market of inventory derivatives. These benefits were partially offset by higher supply chain costs, a decrease from 11.6% for the same period last year.in merchandise margin and wage increases.

 

Our cost of sales, including buying and occupancy costs, ratio for the secondfirst quarter of fiscal 20182019 was 71.5%71.1%, a 0.9up 0.1 percentage point increase compared to the second71.0% in the first quarter last year. This increase was driven by higher supply chain costs and a decrease in merchandise margin, partially offset by the unfavorablefavorable impact of themark-to-market adjustment of our inventory hedges.derivatives and fuel cost derivatives as well as occupancy expense leverage.

 

Our selling, general and administrative (“SG&A”) expense ratio for the secondfirst quarter of fiscal 20182019 was 17.8%, up 0.1a decrease of 0.3 percentage points compared to the prior year’s second18.1% first quarter ratio. The increasedecrease in the ratio was primarily due to higher employee payroll costs asexpense savings and a result of wage increases.one-time gain related to a lease buyout in Canada.

 

Our consolidated average per store inventories, including inventory on hand at our distribution centers (which excludes inventory in transit) and excluding oure-commerce businesses, decreasedincreased 7% on a reported basis and 6% on both a reported and constant currency basis at the end of the secondfirst quarter of fiscal 20182019 as compared to the decline in inventory in the prior year.year’s first quarter.

 

24


During the secondfirst quarter, we returned $751$597 million to our shareholders through share repurchases and dividends.

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

25


Net sales:Consolidated net sales for the second quarter ended July 29, 2017May 5, 2018 totaled $8.4$8.7 billion, a 6%12% increase over last year’s consolidated first quarter net sales of $7.9 billion for the second quarter ended July 30, 2016.$7.8 billion. The increase reflected a 4%6% increase from new store sales, a 3% increase from comp sales, and a 3% increase in same store sales, offset by a 1% negativepositive impact from foreign currency exchange rates. This increase compares to sales growth of 7%3% in last year’s secondfirst quarter, which reflected a 4%1% increase from same storecomp sales, a 5%4% increase in new store sales, offset by a 2% negative impact from foreign currency exchange rates.

Consolidated net sales for the six months ended July 29, 2017 totaled $16.1 billion, a 5% increase over $15.4 billion in last year’s comparable period. The increase reflected a 4% increase from new store sales and a 2% increase in same store sales, offset by a 1% negative impact from foreign currency exchange rates. This compares to sales growth of 8% in thesix-month period of fiscal 2017, which reflected a 6% increase in same store sales, a 4% increase from new store sales, and a 2% negative impact from foreign currency exchange rates.

As of July 29, 2017,May 5, 2018, our consolidated store count increased 6%7% and selling square footage increased 5% compared to the end of the secondfirst quarter last year.

The consolidated same storeConsolidated comp sales increase for the second quarter and six months ended July 29, 2017 was primarily driven byMay 5, 2018 reflects an increase in the customer traffic.traffic across all divisions offset by a slight decrease in the value of the average transaction. The decline in the value of the average transaction was down with an increase in units sold more than offset byreflects a decrease in the average ticket.ticket that was partially offset by an increase in units sold. On a consolidated basis, home fashions outperformedand apparel categories for both performed in line with the secondconsolidated average.

For the quarter andsix-month period ended July 29, 2017. Sales of both apparel and home fashionsMay 5, 2018, comp sales in the U.S. were solid for the second quarter. We believe unfavorable weather in this year’s first quarter in partsstrong throughout most of the U.S. and Canada had a negative impact on sales for the first six months of fiscal 2018, especially in the apparel categories. In the U.S., same store sales in most regions were near the consolidated average for both the second quarter and first six monthscountry with the Southeast region recording same store sales growth aboveSouthwest and Pacific regions particularly strong and the Mid Atlantic was below the consolidated average. In Canada, same storecomp sales were abovegrowth was in line with the consolidated average, for the fiscal 2018 second quarter andsix-month periods while same storewhereas comp sales growth for our International segment werewas below the consolidated average.

We define samecomparable store sales (“comp sales”), to be sales of those stores that we have operatedbeen in operation for all or a portion of two consecutive fiscal years, or in other words, stores that are starting their third fiscal year of operation. 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. 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 storecomp sales resultson a52-week basis by comparing the current and prior year weekly periods that are most closely aligned. Relocated stores and stores that have increasedchanged 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 storecomp percentage is immaterial. Same

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

Sales excluded from comp sales(“non-comp sales”) consists of sales from:

New stores, meaning stores that have not yet met the comp sales criteria

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

Oure-commerce businesses, meaning STP (including stores), tjmaxx.com and tkmaxx.com

We determine which stores are included in the comp sales calculation at the beginning of a fiscal year and the classification remains constant throughout that year unless a store is closed permanently or for an extended period during that fiscal year. For the first quarter of fiscal 2019, comp sales are based on a shifted fiscal 2018 calendar so that they are calculated on a comparable week basis.

Comp sales of our foreign segments are calculated by translating the current year’s same storecomp sales of our foreign segments at the same exchange rates used 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

Comp sales may be referred to as “same store” sales by other retail companies. The method for calculating comp sales varies across the retail industry, therefore our measure of comp sales may not be the number of transactions in stores included in the same store sales calculation and define average ticketcomparable to be the averageother 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.companies.

25


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
July 29, 2017
  Percentage of Net Sales
Thirteen Weeks Ended
July 30, 2016
 

Net sales

  100.0  100.0
 

 

 

  

 

 

 

Cost of sales, including buying and occupancy costs

  71.5   70.6 

Selling, general and administrative expenses

  17.8   17.7 

Interest expense, net

  0.1   0.1 
 

 

 

  

 

 

 

Income before provision for income taxes*

  10.7  11.6
 

 

 

  

 

 

 

*Figures may not foot due to rounding

26


 Percentage of Net Sales
Twenty-Six Weeks Ended
July 29, 2017
 Percentage of Net Sales
Twenty-Six Weeks Ended
July 30, 2016
   Percentage of Net Sales
Thirteen Weeks Ended
May 5, 2018
 Percentage of Net Sales
Thirteen Weeks Ended
April 29, 2017
 

Net sales

 100.0 100.0   100.0 100.0
 

 

  

 

   

 

  

 

 

Cost of sales, including buying and occupancy costs

 71.3  70.9    71.1  71.0 

Selling, general and administrative expenses

 17.9  17.7    17.8  18.1 

Interest expense, net

 0.1  0.1    0.0  0.1 
 

 

  

 

   

 

  

 

 

Income before provision for income taxes*

 10.7 11.3   11.0 10.7
 

 

  

 

   

 

  

 

 

 

*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)(“GAAP”), we record amark-to-market gain or loss on the derivative instruments in our results of operations at the end of each reporting period. In subsequent periods, the income statement impact of themark-to-market adjustment is effectively offset when the inventory being hedged is received and paid for. While these effects occur every reporting period, they are of much greater magnitude when there are sudden and significant changes in currency exchange rates during a short period of time. Themark-to-market adjustment on these derivatives does not affect net sales, but it does affect the cost of sales, operating margins and earnings we report.

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 increased by 0.9 percentage points to 71.5%was 71.1% for the secondfirst quarter of fiscal 2018 as compared to last year’s ratio. The2019, an increase of 0.1 percentage points from 71.0% for the secondfirst quarter of fiscal 2018. This increase was driven by higher freight and supply chain costs and a decrease in merchandise margin, partially offset by the unfavorablefavorable impact of themark-to-market of our inventory derivatives of 0.9 percentage points along with an increase in consolidated distribution center costs of 0.2 percentage points. These increases were partially offset by an improvement in consolidated merchandise margins. The 0.4 percentage points increase to 71.3% for thesix-month period was also driven by the unfavorable impact of themark-to-market of our inventory derivatives and an increase in consolidated distribution center costs. Our increase in distribution center costs for the quarter andsix-month period reflects the impact of processing more unitsfuel cost derivatives as well as additional investments in the supply chain network.expense leverage on occupancy costs.

Selling, general and administrative expenses: Selling, general and administrativeSG&A expenses, as a percentage of net sales, were 17.8% in the secondfirst quarter of fiscal 2018, up 0.12019, a decrease of 0.3 percentage point over last year’s first quarter ratio and increased by 0.2 percentage points to 17.9%of 18.1%. The decrease for the first quarter was primarily due to expense savings and asix-monthsone-time ended July 29, 2017 as comparedgain related to the same period last year. The major factors for the increase for both the second quarter andsix-month period were the higher store payroll costs resulting froma lease buyout in Canada, partially offset by wage increases as well as the impact of handling the increase in units.increases.

 

2726


Interest expense, net: Interest expense, net decreased $1.6 million for the second quarter ended July 29, 2017 and decreased $1.9 million for the six months ended July 29, 2017 as compared to the same periods last year. The components of interest expense, net are summarized below:

 

  Thirteen Weeks Ended   Twenty-Six Weeks Ended 
  July 29,   July 30,   July 29,   July 30,   Thirteen Weeks Ended 

Dollars in thousands

  2017   2016   2017   2016   May 5,
2018
   April 29,
2017
 

Interest expense

  $17,279   $16,947   $34,532   $33,945   $17,365   $17,253 

Capitalized interest

   (1,241   (2,391   (2,462   (4,403   (1,648   (1,221

Interest (income)

   (6,361   (3,294   (12,552   (8,086   (11,569   (6,191
  

 

   

 

   

 

   

 

   

 

   

 

 

Interest expense, net

  $9,677   $11,262   $19,518   $21,456   $4,148   $9,841 
  

 

   

 

   

 

   

 

   

 

   

 

 

For the second quarter and first six months of fiscal 2018, the reductionThe decrease in net interest expense for the first quarter of fiscal 2019 compared to the first quarter of fiscal 2018 was driven by additional interest income, primarily due to an increase in invested balances and higher rates of return. This more than offset the reduction in capitalized interest and the increase in gross interest expense.return rates.

Income taxes: The effective income tax rate was 38.0%25.0% for the first quarter of fiscal 2018 second quarter2019 and 36.8%35.6% for the six months ended July 29, 2017 compared to 38.5% for eachfirst quarter of the comparable periods last year.fiscal 2018. The decrease 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 0.4 percentage points for the second quarter and 1.6 percentage points for the six months ended July 29, 2017. The jurisdictional mix of income also contributed to the decrease of the effective incomeU.S. federal corporate tax rate.rate from 35% to 21% as a result of the 2017 Tax Act and the jurisdictional mix of income.

Under ASU 2018-05, we have accounted for the impacts of the 2017 Tax Act to the extent a reasonable estimate could be made and we recognized provisional amounts related to the deemed repatriation tax, offset by there-measurement of our deferred tax assets and liabilities to record the effects of the tax law change in the period of enactment. This guidance allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law during the measurement period. The measurement period ends when the company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. During the first quarter of fiscal year 2019, the Internal Revenue Service issued additional guidance providing clarification on certain aspects of the deemed repatriation tax calculation. The additional guidance did not result in an adjustment to the provisional amounts recorded as of February 3, 2018. We will continue to monitor for new guidance related to provisional amounts recorded.

Net income and net incomediluted earnings per share: Net income for the secondfirst quarter of fiscal 20182019 was $553.0$716.4 million, or $0.85$1.13 per diluted share, versus $562.2$536.3 million, or $0.84$0.82 per diluted share, in last year’s secondfirst quarter. The lower effective tax rate realized due to the 2017 Tax Act resulted in an estimated net benefit to diluted earnings per share of approximately $0.17 per share. Foreign currency had a $0.04 negativepositive impact on earnings per share for the secondfirst quarter of fiscal 20182019 compared to a $0.03$0.01 positive impact per share for the second quarter of fiscal 2017. Net income for the six months ended July 29, 2017 was $1.1 billion, or $1.67 per diluted share, compared to $1.1 billion, or $1.60 per diluted share, in last year’s comparable period. Foreign currency had a $.03 negative impact on earnings per share infor the first six monthsquarter of fiscal 2018 compared to a $0.01 negative impact on earnings per share in the prior year.2018. The benefit in the tax provision due to the change in accounting for share-based compensation increased earnings per share by $0.04$0.03 per share in the first six monthsquarter of fiscal 2019 and fiscal 2018.

Our stock repurchase programs, which reduce our weighted average diluted shares outstanding, benefited our earnings per share growth by approximately threefour percent in both the secondfirst quarter and first six months of fiscal 2018.2019.

Segment information: We operate four main business segments. TheOur Marmaxx segment (T.J. Maxx, Marshalls and tjmaxx.com) and the HomeGoods segment (HomeGoods and Homesense) both operate in the United States. Our TJX Canada segment operates Winners, HomeSense and Marshalls in Canada, and our TJX International segment operates T.K. Maxx, HomeSenseHomesense and tkmaxx.com in Europe and T.K. Maxx in Australia. We also operate STP, anoff-price Internet retailer that operates a small number ofsierratradingpost.com and retail stores in the U.S. The results of STP have been included in our Marmaxx segment.

We evaluate the performance of our segments based on “segment profit or loss,” which we define aspre-tax income or loss before general corporate expense and interest expense, net. “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.

 

2827


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

U.S. Segments:

Marmaxx

 

  Thirteen Weeks Ended Twenty-Six Weeks Ended 
  July 29, July 30, July 29, July 30,   Thirteen Weeks Ended 

Dollars in millions

  2017 2016 2017 2016   May 5,
2018
 April 29,
2017
 

Net sales

  $5,284.6  $5,099.0  $10,251.8  $9,964.4   $5,380.9  $4,967.1 

Segment profit

  $746.9  $742.3  $1,434.0  $1,451.1   $750.5  $687.2 

Segment profit as a percentage of net sales

   14.1 14.6 14.0 14.6   13.9 13.8

Increase in same store sales

   2 4 1 5

Increase in comp sales

   4 0

Stores in operation at end of period

        

T.J. Maxx

    1,194  1,165    1,231  1,191 

Marshalls

    1,043  1,013    1,073  1,039 

Sierra Trading Post

    16  9    32  12 
    

 

  

 

   

 

  

 

 

Total

    2,253  2,187    2,336  2,242 
    

 

  

 

 

Selling square footage at end of period (in thousands)

        

T.J. Maxx

    26,707  26,289    27,203  26,686 

Marshalls

    24,678  24,390    25,114  24,721 

Sierra Trading Post

    295  176    550  227 
    

 

  

 

   

 

  

 

 

Total

    51,680  50,855    52,867  51,634 
    

 

  

 

 

Net sales for Marmaxx increased 4% for the second quarter and 3%8% for the first six monthsquarter of fiscal 20182019 as compared to the same periodsperiod last year. SameThe quarterly increase reflects a 4% increase from comp sales and a 4% increase from new store sales. The increase in comp sales increased 2% for the second quarter and 1% for thesix-month period. New store sales drove the remaining 2% increase for both the second quarter andsix-month period. Same store sales growth at Marmaxx for the second quarter and six months ended July 29, 2017 was mainly driven by an increase in customer traffic. Marmaxx sales for both periods also reflected an increase in units sold which was more than offset by a decrease in the average ticket. Geographically, same store sales growth in both the quarter and thesix-month period, was widespread as most regions were near the divisional average. Home fashions outperformedand apparel incategories both periods.performed at the segment average for the period.

Segment profit margin decreasedincreased to 14.1%13.9% for the secondfirst quarter of fiscal 20182019 compared to 14.6%13.8% for the same period last year, and for the six months ended July 29, 2017year. Marmaxx’s increase in segment profit margin decreased to 14.0% compared to 14.6% infor the same period last year. Marmaxx results reflected a decrease in segment margin, whichquarter was primarily due to expense leverage on the higher comp sales offset by wage increases additional supply chain costs asand a result of processing more unitsdecrease in margin primarily due to higher markdown and deleverage on the 2% same store sales. Marmaxx’s merchandise margins for both periods were consistent with those of the comparable prior periods.freight costs. Our U.S.e-commerce businesses, which represent less thanapproximately 2% of Marmaxx’s net sales, did not have a significant impact on year over yearyear-over-year segment margin comparisons for the secondfirst quarter.

HomeGoods

 

  Thirteen Weeks Ended Twenty-Six Weeks Ended 
  July 29, July 30, July 29, July 30,   Thirteen Weeks Ended 

Dollars in millions

  2017 2016 2017 2016   May 5,
2018
 April 29,
2017
 

Net sales

  $1,156.4  $986.7  $2,277.7  $1,997.1   $1,269.3  $1,121.3 

Segment profit

  $141.3  $128.0  $293.4  $266.3   $147.4  $152.1 

Segment profit as a percentage of net sales

   12.2 13.0 12.9 13.3   11.6 13.6

Increase in same store sales

   7 5 5 7

Increase in comp sales

   2 3

Stores in operation at end of period

    619  538    

HomeGoods

   690  596 

Homesense

   4   —   
  

 

  

 

 

Total

   694  596 

Selling square footage at end of period (in thousands)

    11,704  10,417    

HomeGoods

   12,850  11,360 

Homesense

   81   —   
  

 

  

 

 

Total

   12,931  11,360 

28


Net sales for HomeGoods net sales increased 17% in the second quarter and 14% in13% for the first six monthsquarter of fiscal 20182019 as compared to the same periodsperiod last year. SameThe quarterly increase reflects an 11% increase from new store sales increased 7% for the second quarter and 5% for thesix-month period. New

29


store sales drove the remaining 10%a 2% increase for the second quarter and 9% increase for thesix-month period.in comp sales. The increase in same storecomp sales for the second quarter and six months ended July 29, 2017period was largely driven by an increase in customer traffic and units sold.offset by a decline in the value of the average transaction.

Segment profit margin was 12.2%decreased to 11.6% for the secondfirst quarter of fiscal 20182019 compared to 13.0%13.6% for the same period last year. Segment profit margin decreased to 12.9% for the six months ended July 29, 2017 compared to 13.3% for the six months ended July 30, 2016. The decline in segment margin for the secondfirst quarter andsix-month period was primarily due to lower merchandise margins as a reductionresult of increased markdowns earlier in merchandise margin. The decline in merchandise margin was driven bythe quarter, as well as an increase in freightsupply chain costs largelyand higher store expenses due to ouran increase in new distribution center. Segment margin was also unfavorably impacted by higher store payroll costs due to wage increases, higher distribution center costs, costs associated with opening an increased number of HomeGoods stores as well asstart-up costs associated with our new Homesense chain in the U.S. These costs were partially offset by expense leverage on the strong same store sales increase.

The first U.S. Homesense store opened on August 17, 2017with three more scheduled to open before the end of fiscal 2018.openings.

Foreign Segments:

TJX Canada

 

  Thirteen Weeks Ended Twenty-Six Weeks Ended 
  July 29, July 30, July 29, July 30,   Thirteen Weeks Ended 

U.S. Dollars in millions

  2017 2016 2017 2016   May 5,
2018
 April 29,
2017
 

Net sales

  $832.0  $756.8  $1,570.8  $1,442.4   $853.8  $738.8 

Segment profit

  $83.2  $122.0  $186.1  $179.5   $125.2  $102.9 

Segment profit as a percentage of net sales

   10.0 16.1 11.8 12.4   14.7 13.9

Increase in same store sales

   7 9 5 11

Increase in comp sales

   3 3

Stores in operation at end of period

        

Winners

    258  250    269  258 

HomeSense

    112  104    119  109 

Marshalls

    63  45    78  61 
    

 

  

 

   

 

  

 

 

Total

    433  399    466  428 
    

 

  

 

 

Selling square footage at end of period (in thousands)

        

Winners

    5,668  5,538    5,811  5,602 

HomeSense

    2,092  1,953    2,214  2,002 

Marshalls

    1,435  1,054    1,696  1,381 
    

 

  

 

   

 

  

 

 

Total

    9,195  8,545    9,721  8,985 
    

 

  

 

 

Net sales for TJX Canada increased 10% during the second quarter ended July 29, 2017 and 9%16% for the six months ended July 29, 2017first quarter of fiscal 2019 as compared to the same periodsperiod last year. The quarterly increase reflects an 8% increase in new store sales, a 5% positive impact from currency translation, and a 3% increase from comp sales. The increase in comp sales for the period was driven by an increase in customer traffic, offset by a decline in the value of the average transaction.

Segment profit margin increased to 14.7% for the first quarter of fiscal 2019 compared to 13.9% for the same period last year. The increase in the segment margin for the quarter was favorably impacted by aone-time gain related to a lease buyout and improved merchandise margins which benefitted from favorable transactional foreign exchange. These were partially offset by wage increases and an unfavorable impact of 0.9 percentage points due to foreign currency, primarily themark-to-market impact of the inventory derivatives.

29


TJX International

   Thirteen Weeks Ended 

U.S. Dollars in millions

  May 5,
2018
  April 29,
2017
 

Net sales

  $1,184.6  $956.8 

Segment profit

  $40.8  $6.9 

Segment profit as a percentage of net sales

   3.4  0.7

Increase in comp sales

   1  0

Stores in operation at end of period

   

T.K. Maxx

   549   515 

Homesense

   55   46 

T.K. Maxx Australia

   41   35 
  

 

 

  

 

 

 

Total

   645   596 

Selling square footage at end of period (in thousands)

   

T.K. Maxx

   11,516   10,987 

Homesense

   883   748 

T.K. Maxx Australia

   762   654 
  

 

 

  

 

 

 

Total

   13,161   12,389 

Net sales for TJX International increased 24% for the first quarter of fiscal 2019 as compared to the same period last year. The quarterly increase reflects a 7%14% positive impact from currency translation, a 9% increase in same store sales growth and 5% from new store sales which was offset by currency translation which negatively impacted sales growth by 2%. Thesix-monthand a 1% increase in net sales included same store sales growth of 5% and 5% from new store sales, which was offset by a negative 1% impact due to currency translation.comp sales. The increase in same storecomp sales for both periodsthe period was driven primarily by an increase in customer traffic, as well as anand a slight increase in the value of the average transaction.

Segment profit margin was 10.0%increased to 3.4% for the first quarter of fiscal 2018 second quarter and 11.8%2019 compared to 0.7% for the six months ended July 29, 2017 compared to 16.1% and 12.4%, respectively, for the comparable periodssame period last year.    The changeincrease in the segment margin for the quarter andsix-month period was primarilyreflects a 2.3 percentage point favorable impact due to an unfavorable impact of 7.9 percentage points and 0.9 percentage points, respectively due toforeign currency, primarily themark-to-market impact of the inventory derivatives. Segment margin for the quarter andsix-month period also reflects an increasederivatives as well as operating expense leverage in supply chain and distribution costs, primarily due to the costs of operating the new distribution center that opened last year. This was offset in part by an increase in merchandise margins for both the quarter andsix-month period ended July 29, 2017, which benefitted from the year-over-year increase in the Canadian dollar.

30


TJX International

   Thirteen Weeks Ended  Twenty-Six Weeks Ended 

U.S. Dollars in millions

  July 29,
2017
  July 30,
2016
  July 29,
2017
  July 30,
2016
 

Net sales

  $1,084.6  $1,039.6  $2,041.5  $2,020.6 

Segment profit

  $39.0  $42.9  $45.8  $57.2 

Segment profit as a percentage of net sales

   3.6  4.1  2.2  2.8

Increase in same store sales

   1  2  1  3

Stores in operation at end of period

     

T.K. Maxx

     522   473 

HomeSense

     51   43 

T.K. Maxx Australia

     35   35 
    

 

 

  

 

 

 

Total

     608   551 
    

 

 

  

 

 

 

Selling square footage at end of period (in thousands)

     

T.K. Maxx

     11,105   10,298 

HomeSense

     826   698 

T.K. Maxx Australia

     667   667 
    

 

 

  

 

 

 

Total

     12,598   11,663 
    

 

 

  

 

 

 

Net sales for TJX International increased 4% for the second quarter and 1% for the six months ended July 29, 2017 compared to the same periods last year. The quarterly increase reflects a 9% increase from new store sales and a 1% increase in same store sales growth, which was offset by currency translation which negatively impacted sales growth by 6%. Thesix-month increase in net sales included an 8% increase from new store sales and a 1% increase in same store sales, which was offset by a negative 8% impact due to currency translation. Our TJX International segment had an increase in customer traffic, which was partially offset by a decline in the value of the average transaction for the quarter and six months ended July 29, 2017.

Segment profit margin for the second quarter andsix-month period ended July 29, 2017, decreased 0.5 percentage points to 3.6% and 0.6 percentage points to 2.2%, respectively. Segment margin was unfavorably impacted by 1.1 percentage points for the second quarter and 0.1 percentage points for thesix-month period due to themark-to-market impact of the inventory derivatives. Segment margin was also negatively impacted by wage increases, higher distribution center costs, expense deleverage on the 1% same stores sales increase and an increase in transactional foreign currency losses. These declines were partially offset by an increase in merchandise margin of 0.9 percentage points in the quarter and 0.5 percentage points in thesix-month period.T.K. Maxx Australia.

General corporate expense

 

  Thirteen Weeks Ended   Twenty-Six Weeks Ended   Thirteen Weeks Ended 

Dollars in millions

  July 29,
2017
   July 30,
2016
   July 29,
2017
   July 30,
2016
   May 5,
2018
   April 29,
2017
 

General corporate expense

  $109.0   $109.4   $215.7   $193.1   $104.1   $106.6 

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

General corporate expense for the quarter was relatively flat compared to the prior year for the second quarter. The increase in general corporate expense for thesix-monthsame period was driven by incremental systems and technology costs as well unrealized losses on our fuel hedges in fiscal 2018 compared to an unrealized gain last year.

 

3130


Analysis of Financial Condition

Liquidity and Capital Resources

Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by short-term bank borrowings and the issuance of commercial paper. As of May 5, 2018, there were no short-term bank borrowings or commercial paper outstanding.

We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, described in Note I – Long Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are more than adequate to meet our operating needs over the next fiscal year.

As of May 5, 2018, we held $2.7 billion in cash and $0.4 billion in short-term investments. Approximately $1.5 billion of our cash was held by our foreign subsidiaries with $0.3 billion held in countries where we provisionally intend to indefinitely reinvest any undistributed earnings. We have provided for all applicable state and foreign withholding taxes on all undistributed earnings of its foreign subsidiaries in Canada, Puerto Rico, Italy, India, Hong Kong and Vietnam through May 5, 2018. If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid. We expect to repatriate more than $1 billion in cash from our subsidiary in Canada during fiscal 2019. Additionally, as part of the 2017 Tax Act we recorded a transition tax related to the undistributed earnings of our foreign subsidiaries of $193 million which was accrued in fiscal 2018 and is payable over 8 years.

Operating activities:Net cash provided by operating activities was $1.103$0.7 billion for the sixthree months ended JulyMay 5, 2018 and $0.4 billion for the three months ended April 29, 2017, a decrease2017. The cash generated from operating activities in each of $81 million fromthese fiscal quarters was primarily due to operating earnings.

Operating cash flows for the $1.184first three months of fiscal 2019 increased by $0.3 billion providedcompared to the first three months of fiscal 2018 driven by increased operating earnings. Net income, adjusted fornon-cash items increased operating cash flows in the sixfirst quarter of fiscal 2019 as compared to the first quarter of fiscal 2018 by $0.4 billion.    This increase in cash flows was partially offset by a $0.1 billion decrease in cash flows related to taxes payable and merchandise inventories, net of related accounts payable.

Operating cash flows for the first three months ended July 30, 2016.of fiscal 2018 were flat compared to the first three months of fiscal 2017. Net income, adjusted fornon-cash items for the fiscal 2018six-month period, as first quarter was flat compared to the first six months of fiscal 2017 increased by $70 million. The change in merchandise inventory,first quarter. Merchandise inventories, net of the related change in accounts payable resulted in a use of cash of $84 million in the first six months of fiscal 2018 compared to a use of cash of $129 million in the first six months of fiscal 2017 which favorably impacted year over yearand income taxes payable each increased cash flows by $45 million. This favorable impact on$0.1 billion. These cash flows for the first six months of fiscal 2018 is attributablewere fully offset by $0.2 billion in partcash flows related to additional cash outflows during last year’s second quarter as inventory levels were increased to meet demand 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 $232 million, which was driven by increased payments for incentive compensation, payroll withholdings and the timing of payments related to sales taxes and income taxes during the first six monthsquarter of fiscal 2018 as compared to the prior year. In addition, the year over year comparison of operating2018.

Investing activities: Net cash flows is favorably impacted by $50 million due to the changeused in accounting for excess tax benefits related to stock compensation. This year these benefits are includedinvesting activities resulted in net income, increasing operating cash flows, whereas last year these benefitsoutflows of $0.2 billion for the three months ended May 5, 2018 and $0.2 billion for the three months ended April 29, 2017. The cash outflows for both periods were classified as a financing activity.primarily driven by capital expenditures.

Investing activities in the first sixthree months of fiscal 2018 reflect2019 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 $507 millionwere $0.3 billion in the quarter ended July 29, 2017 compared to $508 million in the comparable period last year.first three months of both fiscal 2019 and 2018. We anticipate that capital spending for fiscal 20182019 will be approximately $1.2$1.4 billion. We alsoplan to fund these expenditures through internally generated funds.

We purchased $427 million$0.1 billion of investments in the first sixthree months of fiscal 20182019 versus $380 million$0.2 billion in the comparable prior year period and $481 millionperiod. These cash outflows were offset by $0.2 billion of investments that were sold or matured in the first sixthree months of fiscal 2018 versus $323 million2019 and $0.3 billion in the prior year.year, respectively. 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

31


Financing activities: Net cash used in financing activities resulted in a net cash outflowoutflows of $1.212$0.5 billion in the second quarterfirst three months of fiscal 2018 compared to a netand 2019. These cash outflow of $953outflows were primarily driven by equity repurchases and dividend payments.

Equity

We repurchased and retired 4.9 million in the same period last year. Financing activities include the cash flows relating to our repurchasesshares of our common stock at a cost of $0.4 billion during the exercisefirst three months of options underfiscal 2019, on a “trade date basis.” We reflect stock repurchases in our financial statements on a “settlement date” or cash basis. Under our stock incentive plan and the payment of dividends to holders of our common stock. We spent $885 millionrepurchase programs, we paid $0.4 billion to repurchase 11.84.8 million shares of our stock in the first sixthree months of fiscal 2018 compared to $756 million2019. These outflows were partially offset by $0.1 billion in proceeds from the exercise of employee stock options, net of shares withheld for taxes in the first three months of fiscal 2019. We paid $0.3 billion to repurchase 9.94.5 million shares in the same period last year. Seefirst three months of fiscal 2018. For further information regarding equity repurchases, see Note D – Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements for more information. Statements.

In February 2017,2018, we announced that our Board of Directors approved an additional repurchase program authorizing the repurchase of up to an additional $1.0$3.0 billion of TJX stock from time to time.stock. We currently plan to repurchase approximately $1.5$2.5 billion to $1.8$3.0 billion of stock under our stock repurchase programs in fiscal 2018.2019. 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 $44 million of proceeds, net of shares repurchased for withholding taxes, related to the exercise of

Dividends

We declared quarterly dividends on our common stock options in the second quarter of fiscal 2018 versus $65 million in proceeds in the same period last year. Dividends paid on common stockwhich totaled $0.39 per share in the first sixthree months of fiscal 2018 were $369 million versus $312 million2019 and $0.3125 per share in the same period last year.

We traditionally have fundedfirst three months of fiscal 2018. Cash payments for dividends on our working capital requirements, includingcommon stock totaled $0.2 million for seasonal merchandise, primarily through cash generated from operations, supplemented, as needed, by short-term bank borrowingsboth the first three months of fiscal 2019 and the issuance of commercial paper. As of July 29, 2017, approximately 57% of our cash was held by our foreign subsidiaries with $220 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 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 of Notes to Consolidated Financial Statements, are more than adequate to meet our operating needs over the next fiscal year.2018.

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Recently Issued Accounting Pronouncements

For a discussion of accounting pronouncements,standards, see Note A - Basis of Presentation and Summary of Significant Accounting Policies in our 2016 Form10-K Annual Report and Note A of Notes to Consolidated Financial Statements included in this QuarterlyTJX’s Annual Report on Form10-Q,10-K for the fiscal year ended February 3, 2018 and Note A - Basis of Presentation and Summary of Significant Accounting Policies of Notes to Condensed Consolidated Financial Statements in this Form10-Q.

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; consumercustomer 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 implementation of new technology;technologies; economic conditions and consumer spending; adverse or unseasonable weather; 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 our merchandise; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; expanding international operations; merchandise sourcing and moving merchandise internationally;transport; commodity availability and pricing or increases in utility, transportation or logistics costs;pricing; fluctuations in currency exchange rates; fluctuations in quarterly operating results and market expectations; mergers, acquisitions, or business investments and divestitures, closings or business consolidations; outcomes of litigation, legal proceedings and other legal or regulatory matters; tax matters; disproportionate impact of disruptions in the second half of the fiscal year; real estate activities; inventory or asset loss; 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.

 

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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 28, 2017.February 3, 2018.

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 July 29, 2017May 5, 2018 pursuant to Rules13a-15(b) and15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Act”). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures.

There were no changes in our internal control over financial reporting (as defined in Rules13a-15(f) and15d-15(f) under the Act) during the fiscal quarter ended July 29, 2017May 5, 2018 identified in connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - 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 28, 2017,February 3, 2018, as filed with the Securities Exchange Commission on March 28, 2017.April 4, 2018.

 

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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 secondfirst quarter of fiscal 20182019 and the average price paid per share are as follows:

 

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

April 30, 2017 through May 27, 2017

   3,287,330   $75.13    3,287,330   $2,193,779,394 

May 28, 2017 through July 1, 2017

   2,632,509   $72.93    2,632,509   $2,001,779,520 

July 2, 2017 through July 29, 2017

   1,592,591   $69.70    1,592,591   $1,890,779,574 
  

 

 

     

 

 

   

Total:

   7,512,430      7,512,430   
   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)
 

February 4, 2018 through March 3, 2018

   971,931   $77.17    971,931   $4,060,779,864 

March 4, 2018 through April 7, 2018

   2,130,812   $82.25    2,127,698   $3,885,779,873 

April 8, 2018 through May 5, 2018

   1,945,452   $83.38    1,798,963   $3,735,779,860 
  

 

 

     

 

 

   

Total:

   5,048,195      4,898,592   

 

(1)Consists of shares repurchased under publicly announced stock repurchase programs.programs and 149,603 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)Consists of shares repurchased under publicly announced stock repurchase programs.
(4)In February 2016, TJX2018, the Company announced that its Board of Directors had approved a $2.0 billionnew stock repurchase program under which $891 million remained available asthat authorizes the repurchase of July 29, 2017. Additionally, inup to an additional $3.0 billion of TJX common stock from time to time. In February 2017, TJX announced its 18thstock repurchase programprograms authorizing an additional $1.0 billion in repurchases, from time to time.under which $736 million remained available as of May 5, 2018.

 

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Item 6.Exhibits.

Item 6. Exhibits.

 

10.1Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 3, 2018.*
10.2Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 3, 2018.*
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 July 29, 2017,May 5, 2018, 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.

*Management contract or compensatory plan or arrangement.

 

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SIGNATURE

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

 

  THE TJX COMPANIES, INC.
  (Registrant)
Date: August 25, 2017June 1, 2018  
  

/s/ Scott Goldenberg

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

 

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Exhibit Index

 

        10.1Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 3, 2018.*
10.2Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 3, 2018.*
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 July 29, 2017,May 5, 2018, 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.

*Management contract or compensatory plan or arrangement.

 

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