þ | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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) |
Thirteen Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
Net sales |
$ | 4,737,491 | $ | 4,472,943 | ||||
Cost of sales, including buying and occupancy costs |
3,541,498 | 3,334,085 | ||||||
Selling, general and administrative expenses |
792,552 | 756,348 | ||||||
Provision for Computer Intrusion related costs |
| | ||||||
Interest (income) expense, net |
3,053 | 6,784 | ||||||
Income from continuing operations before provision for
income taxes |
400,388 | 375,726 | ||||||
Provision for income taxes |
150,927 | 144,907 | ||||||
Income from continuing operations |
249,461 | 230,819 | ||||||
(Loss) from discontinued operations, net of income taxes |
| (207 | ) | |||||
Net income |
$ | 249,461 | $ | 230,612 | ||||
Basic earnings per share: |
||||||||
Income from continuing operations |
$ | 0.57 | $ | 0.51 | ||||
(Loss) from discontinued operations, net of income taxes |
$ | 0.00 | $ | 0.00 | ||||
Net income |
$ | 0.57 | $ | 0.51 | ||||
Weighted average common shares basic |
439,256 | 452,544 | ||||||
Diluted earnings per share: |
||||||||
Income from continuing operations |
$ | 0.54 | $ | 0.48 | ||||
(Loss) from discontinued operations, net of income taxes |
$ | 0.00 | $ | 0.00 | ||||
Net income |
$ | 0.54 | $ | 0.48 | ||||
Weighted average common shares diluted |
464,534 | 479,491 | ||||||
Cash dividends declared per share |
$ | 0.09 | $ | 0.07 |
2
Thirty-Nine Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
Net sales |
$ | 13,158,870 | $ | 12,307,858 | ||||
Cost of sales, including buying and occupancy costs |
9,936,410 | 9,291,257 | ||||||
Selling, general and administrative expenses |
2,250,880 | 2,133,778 | ||||||
Provision for Computer Intrusion related costs |
215,922 | | ||||||
Interest (income) expense, net |
(423 | ) | 15,956 | |||||
Income from continuing operations before provision for
income taxes |
756,081 | 866,867 | ||||||
Provision for income taxes |
285,480 | 333,362 | ||||||
Income from continuing operations |
470,601 | 533,505 | ||||||
(Loss) from discontinued operations, net of income taxes |
| (928 | ) | |||||
Net income |
$ | 470,601 | $ | 532,577 | ||||
Basic earnings per share: |
||||||||
Income from continuing operations |
$ | 1.05 | $ | 1.17 | ||||
(Loss) from discontinued operations, net of income taxes |
$ | 0.00 | $ | 0.00 | ||||
Net income |
$ | 1.05 | $ | 1.17 | ||||
Weighted average common shares basic |
447,092 | 454,617 | ||||||
Diluted earnings per share: |
||||||||
Income from continuing operations |
$ | 1.00 | $ | 1.12 | ||||
(Loss) from discontinued operations, net of income taxes |
$ | 0.00 | $ | 0.00 | ||||
Net income |
$ | 1.00 | $ | 1.12 | ||||
Weighted average common shares diluted |
472,286 | 480,242 | ||||||
Cash dividends declared per share |
$ | 0.27 | $ | 0.21 |
3
October 27, | January 27, | October 28, | ||||||||||
2007 | 2007 | 2006 | ||||||||||
(unaudited) | (unaudited) | |||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 388,131 | $ | 856,669 | $ | 341,636 | ||||||
Accounts receivable, net |
192,483 | 115,245 | 161,570 | |||||||||
Merchandise inventories |
3,364,500 | 2,581,969 | 3,246,287 | |||||||||
Prepaid expenses and other current assets |
243,928 | 159,105 | 173,818 | |||||||||
Current deferred income taxes, net |
96,701 | 35,825 | 16,284 | |||||||||
Total current assets |
4,285,743 | 3,748,813 | 3,939,595 | |||||||||
Property at cost: |
||||||||||||
Land and buildings |
277,124 | 268,056 | 260,301 | |||||||||
Leasehold costs and improvements |
1,773,232 | 1,628,867 | 1,612,541 | |||||||||
Furniture, fixtures and equipment |
2,664,199 | 2,373,117 | 2,340,499 | |||||||||
Total property at cost |
4,714,555 | 4,270,040 | 4,213,341 | |||||||||
Less accumulated depreciation and amortization |
2,496,229 | 2,251,579 | 2,178,222 | |||||||||
Net property at cost |
2,218,326 | 2,018,461 | 2,035,119 | |||||||||
Property under capital lease, net of accumulated
amortization of $14,332; $12,657 and $12,098, respectively |
18,240 | 19,915 | 20,474 | |||||||||
Non-current deferred income taxes, net |
8,878 | | | |||||||||
Other assets |
228,085 | 115,613 | 127,432 | |||||||||
Goodwill and tradename, net of amortization |
182,966 | 182,898 | 183,120 | |||||||||
TOTAL ASSETS |
$ | 6,942,238 | $ | 6,085,700 | $ | 6,305,740 | ||||||
LIABILITIES |
||||||||||||
Current liabilities: |
||||||||||||
Obligation under capital lease due within one year |
$ | 1,968 | $ | 1,854 | $ | 1,817 | ||||||
Accounts payable |
1,819,194 | 1,372,352 | 1,717,088 | |||||||||
Accrued expenses and other liabilities |
1,310,924 | 1,008,774 | 1,013,391 | |||||||||
Total current liabilities |
3,132,086 | 2,382,980 | 2,732,296 | |||||||||
Other long-term liabilities |
808,306 | 583,047 | 567,943 | |||||||||
Non-current deferred income taxes, net |
| 21,525 | 14,089 | |||||||||
Obligation under capital lease, less portion due within one year |
20,891 | 22,382 | 22,860 | |||||||||
Long-term debt, exclusive of current installments |
839,349 | 785,645 | 794,680 | |||||||||
Commitments and contingencies |
| | | |||||||||
SHAREHOLDERS EQUITY |
||||||||||||
Common stock, authorized 1,200,000,000 shares,
par value $1, issued and outstanding 437,017,637;
453,649,813 and 455,098,947, respectively |
437,018 | 453,650 | 455,099 | |||||||||
Additional paid-in capital |
| | | |||||||||
Accumulated other comprehensive loss |
(12,864 | ) | (33,989 | ) | (32,773 | ) | ||||||
Retained earnings |
1,717,452 | 1,870,460 | 1,751,546 | |||||||||
Total shareholders equity |
2,141,606 | 2,290,121 | 2,173,872 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 6,942,238 | $ | 6,085,700 | $ | 6,305,740 | ||||||
4
Thirty-Nine Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 470,601 | $ | 532,577 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation and amortization |
272,340 | 261,570 | ||||||
Property disposals |
13,731 | 5,564 | ||||||
Deferred income tax (benefit) provision |
(71,717 | ) | 16,254 | |||||
Amortization of stock compensation expense |
42,292 | 55,689 | ||||||
Excess tax benefits from stock compensation expense |
(6,032 | ) | (1,372 | ) | ||||
Changes in assets and liabilities: |
||||||||
(Increase) in accounts receivable |
(71,233 | ) | (19,418 | ) | ||||
(Increase) in merchandise inventories |
(710,044 | ) | (857,246 | ) | ||||
(Increase) in prepaid expenses and other current assets |
(38,894 | ) | (13,156 | ) | ||||
Increase in accounts payable |
399,578 | 389,259 | ||||||
Increase in accrued expenses and other liabilities |
246,133 | 81,423 | ||||||
Other |
31,325 | 25,651 | ||||||
Net cash provided by operating activities |
578,080 | 476,795 | ||||||
Cash flows from investing activities: |
||||||||
Property additions |
(406,078 | ) | (291,838 | ) | ||||
Proceeds from repayments on note receivable |
560 | 520 | ||||||
Net cash (used in) investing activities |
(405,518 | ) | (291,318 | ) | ||||
Cash flows from financing activities: |
||||||||
Payments on capital lease obligation |
(1,377 | ) | (1,271 | ) | ||||
Cash payments for repurchase of common stock |
(639,259 | ) | (428,985 | ) | ||||
Proceeds from sale and issuance of common stock |
103,519 | 203,878 | ||||||
Excess tax benefits from stock compensation expense |
6,032 | 1,372 | ||||||
Cash dividends paid |
(112,267 | ) | (91,169 | ) | ||||
Net cash (used in) financing activities |
(643,352 | ) | (316,175 | ) | ||||
Effect of exchange rates on cash |
2,252 | 6,685 | ||||||
Net (decrease) in cash and cash equivalents |
(468,538 | ) | (124,013 | ) | ||||
Cash and cash equivalents at beginning of year |
856,669 | 465,649 | ||||||
Cash and cash equivalents at end of period |
$ | 388,131 | $ | 341,636 | ||||
5
Additional | Accumulated Other |
|||||||||||||||||||||||
Common Stock | Paid-In | Comprehensive | ||||||||||||||||||||||
Shares | Par Value $1 | Capital | Income (Loss) | Retained Earnings | Total | |||||||||||||||||||
Balance, January 27, 2007 |
453,650 | $ | 453,650 | $ | | $ | (33,989 | ) | $ | 1,870,460 | $ | 2,290,121 | ||||||||||||
Comprehensive income: |
||||||||||||||||||||||||
Net income |
| | | | 470,601 | 470,601 | ||||||||||||||||||
Gain due to foreign
currency translation
adjustments |
| | | 53,497 | | 53,497 | ||||||||||||||||||
(Loss) on net
investment hedge
contracts |
| | | (30,873 | ) | | (30,873 | ) | ||||||||||||||||
Gain on cash flow
hedge contract |
| | | 153 | | 153 | ||||||||||||||||||
Amount of OCI
reclassified to net
income |
| | | (1,652 | ) | | (1,652 | ) | ||||||||||||||||
Total comprehensive income |
491,726 | |||||||||||||||||||||||
Cash dividends declared on
common stock |
| | | | (120,459 | ) | (120,459 | ) | ||||||||||||||||
Restricted stock issued |
200 | 200 | (200 | ) | | | | |||||||||||||||||
Amortization of stock
compensation expense |
| | 42,292 | | | 42,292 | ||||||||||||||||||
Issuance of common stock
under stock incentive plan
and related tax effect |
5,511 | 5,511 | 100,496 | | | 106,007 | ||||||||||||||||||
Common stock repurchased |
(22,343 | ) | (22,343 | ) | (142,588 | ) | | (474,328 | ) | (639,259 | ) | |||||||||||||
Implementation of FIN 48 |
| | | | (27,181 | ) | (27,181 | ) | ||||||||||||||||
Implementation of SFAS 158
measurement provisions |
| | | | (1,641 | ) | (1,641 | ) | ||||||||||||||||
Balance, October 27, 2007 |
437,018 | $ | 437,018 | $ | | $ | (12,864 | ) | $ | 1,717,452 | $ | 2,141,606 | ||||||||||||
6
1. | The results for the first nine months are not necessarily indicative of results for the full fiscal year because TJXs 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. |
2. | The consolidated interim financial statements are unaudited and, in the opinion of management, reflect all normal recurring adjustments, the use of retail statistics, and accruals and deferrals among periods required to match costs properly with the related revenue or activity, considered necessary by TJX for a fair presentation of its financial statements for the periods reported, all in accordance with generally accepted accounting principles consistently applied. The consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements, including the related notes, contained in TJXs Annual Report on Form 10-K for the fiscal year ended January 27, 2007. |
3. | During the fourth quarter of the fiscal year ended January 27, 2007, TJX closed 34 of its A.J. Wright stores and recorded the cost to close the stores, as well as operating results of those stores, as discontinued operations. Accordingly, the financial statements for the prior period ended October 28, 2006 have been adjusted to report the operating results of the closed stores as discontinued operations. |
4. | The nine months ended October 27, 2007 include after-tax charges of $130 million ($216 million pre-tax) with respect to the previously announced unauthorized intrusion or intrusions into portions of the Companys computer system and related theft of customer data (collectively, the Computer Intrusion). These charges include after-tax costs of $23 million ($38 million pre-tax) incurred during the first six months of the current fiscal year, as well as an after-tax accrual, recorded in the second quarter, of $107 million ($178 million pre-tax) for TJXs estimated exposure to potential losses related to the Computer Intrusion. This accrual reflects TJXs estimate of probable losses in accordance with generally accepted accounting principles and includes an estimation of total potential cash liabilities, from pending litigation, proceedings, investigations and other claims (including settlements), as well as legal and other costs and expenses, arising from the Computer Intrusion. We entered into a settlement agreement, which is subject to court approval and other conditions, with respect to the customer class action litigation and a settlement agreement with Visa Inc., Visa U.S.A. Inc. and our U.S. acquiring bank, which is subject to conditions, with respect to claims of eligible U.S. Visa issuers that issued payment cards potentially affected by the Computer Intrusion. We also expect to incur non-cash charges in fiscal 2009 or 2010 pursuant to the proposed settlement of the customer class action litigation. Cash charges against the reserve in the third quarter ended October 27, 2007 were $3 million, reducing the reserve to $175 million as of October 27, 2007. As an estimate, our accrual is subject to uncertainty, and actual costs may vary materially from this estimate. We may decrease or increase our estimate of future expenses and the amount of our reserve based on developments such as the course and resolution of litigation and investigations and new information with respect to the Computer Intrusion and amounts recoverable under insurance policies. Any such decreases or increases may be material. |
5. | Total stock-based compensation expense was $12.3 million for the quarter ended October 27, 2007 and $16.7 million for the quarter ended October 28, 2006. Total stock-based compensation expense was $42.3 million for the nine months ended October 27, 2007 and $55.7 million for the nine months ended October 28, 2006. These amounts include stock option expense as well as restricted stock amortization. There were options to purchase 2.9 and 5.6 million shares of common stock exercised during the third quarter and nine months ended October 27, 2007, respectively. There were options to purchase 36.8 million shares of common stock outstanding as of October 27, 2007. |
7
6. | TJXs cash payments for interest and income taxes are as follows: |
Thirty-Nine Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands) | ||||||||
Cash paid for: |
||||||||
Interest on debt |
$ | 19,745 | $ | 19,642 | ||||
Income taxes |
$ | 375,820 | $ | 344,589 |
7. | TJX has a reserve for potential future obligations of discontinued operations that relates primarily to real estate leases associated with A.J. Wright stores that were closed in the fourth quarter of fiscal 2007 as well as leases of former TJX businesses. The balance in the reserve and the activity for the nine months ended October 27, 2007 and October 28, 2006 is presented below: |
Thirty-Nine Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands) | ||||||||
Balance at beginning of year: |
$ | 57,677 | $ | 14,981 | ||||
Additions to the reserve charged to net income: |
||||||||
Lease related obligations |
| 1,555 | ||||||
Interest accretion |
1,365 | 300 | ||||||
Cash payments against the reserve: |
||||||||
Lease related obligations |
(8,064 | ) | (1,290 | ) | ||||
Termination benefits and all other |
(2,149 | ) | (5 | ) | ||||
Balance at end of period: |
$ | 48,829 | $ | 15,541 | ||||
The exit costs related to the closed A.J. Wright stores resulted in an addition to the reserve of $62 million in the fourth quarter of fiscal 2007. The addition to the reserve for the nine months ended October 28, 2006 was the result of an adjustment to TJXs estimated lease obligations of its former businesses. This charge is offset in net income by creditor recoveries of a similar amount. | ||
TJX may also be contingently liable on up to 15 leases of BJs Wholesale Club, a former TJX business, for which BJs Wholesale Club is primarily liable. The reserve for discontinued operations does not reflect these leases, because TJX believes that the likelihood of any future liability to TJX with respect to these leases is remote due to the current financial condition of BJs Wholesale Club. | ||
8. | TJXs comprehensive income for the third quarter and nine months ended October 27, 2007 and October 28, 2006 is presented below: |
Thirteen Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands) | ||||||||
Net income |
$ | 249,461 | $ | 230,612 | ||||
Other comprehensive income (loss): |
||||||||
Gain due to foreign currency translation adjustments, net of
related tax effects |
29,092 | 6,043 | ||||||
(Loss) gain on hedge contracts, net of related tax effects |
(15,323 | ) | (3,367 | ) | ||||
Gain (loss) on cash flow hedge contracts, net of related tax effects |
(618 | ) | 1,042 | |||||
Amount reclassified from other comprehensive income to net income,
net of related tax effects |
(1,032 | ) | 80 | |||||
Comprehensive income |
$ | 261,580 | $ | 234,410 | ||||
8
Thirty-Nine Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands) | ||||||||
Net income |
$ | 470,601 | $ | 532,577 | ||||
Other comprehensive income (loss): |
||||||||
Gain due to foreign currency translation adjustments, net of
related tax effects |
53,497 | 16,356 | ||||||
(Loss) gain on hedge contracts, net of related tax effects |
(30,873 | ) | (7,859 | ) | ||||
Gain (loss) on cash flow hedge contracts, net of related tax effects |
153 | (2,616 | ) | |||||
Amount reclassified from other comprehensive income to net income,
net of related tax effects |
(1,652 | ) | 5,642 | |||||
Comprehensive income |
$ | 491,726 | $ | 544,100 | ||||
9. | The computation of TJXs basic and diluted earnings per share (EPS) is as follows: |
Thirteen Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands, except per share data) | ||||||||
Basic earnings per share |
||||||||
Income from continuing operations |
$ | 249,461 | $ | 230,612 | ||||
Weighted average common shares outstanding for basic EPS |
439,256 | 452,544 | ||||||
Basic earnings per share |
$ | 0.57 | $ | 0.51 | ||||
Diluted earnings per share |
||||||||
Income from continuing operations |
$ | 249,461 | $ | 230,612 | ||||
Add back: Interest expense on zero coupon convertible
subordinated notes, net of income taxes |
1,183 | 1,159 | ||||||
Income from continuing operations used for diluted EPS calculation |
$ | 250,644 | $ | 231,771 | ||||
Shares for basic and diluted earnings per share calculations: |
||||||||
Weighted average common shares outstanding for basic EPS |
439,256 | 452,544 | ||||||
Assumed conversion / exercise of: |
||||||||
Stock options and awards |
8,373 | 10,042 | ||||||
Zero coupon convertible subordinated notes |
16,905 | 16,905 | ||||||
Weighted average common shares outstanding for diluted EPS |
464,534 | 479,491 | ||||||
Diluted earnings per share |
$ | 0.54 | $ | 0.48 |
9
Thirty-Nine Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands, except per share data) | ||||||||
Basic earnings per share |
||||||||
Income from continuing operations |
$ | 470,601 | $ | 532,577 | ||||
Weighted average common shares outstanding for basic EPS |
447,092 | 454,617 | ||||||
Basic earnings per share |
$ | 1.05 | $ | 1.17 | ||||
Diluted earnings per share |
||||||||
Income from continuing operations |
$ | 470,601 | $ | 532,577 | ||||
Add back: Interest expense on zero coupon convertible
subordinated notes, net of income taxes |
3,529 | 3,459 | ||||||
Income from continuing operations used for diluted EPS calculation |
$ | 474,130 | $ | 536,036 | ||||
Shares for basic and diluted earnings per share calculations: |
||||||||
Weighted average common shares outstanding for basic EPS |
447,092 | 454,617 | ||||||
Assumed conversion / exercise of: |
||||||||
Stock options and awards |
8,289 | 8,720 | ||||||
Zero coupon convertible subordinated notes |
16,905 | 16,905 | ||||||
Weighted average common shares outstanding for diluted EPS |
472,286 | 480,242 | ||||||
Diluted earnings per share |
$ | 1.00 | $ | 1.12 |
The average common shares for the diluted earnings per share calculation exclude the incremental effect related to outstanding stock options for which the exercise price of the option is in excess of the related periods average price of TJXs common stock. There were options to purchase 42,000 shares excluded for the thirteen weeks and 5.7 million shares for the thirty-nine weeks ended October 27, 2007 and options to purchase 10,000 shares excluded for the thirteen weeks and 5.7 million shares for the thirty-nine weeks ended October 28, 2006. The 16.9 million shares attributable to the zero coupon convertible subordinated notes are reflected in the diluted earnings per share calculation in all periods presented in accordance with Emerging Issues Task Force Issue No. 04-08, The Effect of Contingently Convertible Debt on Diluted Earnings per Share. | ||
10. | During the quarter ended October 27, 2007, TJX repurchased and retired 10.3 million shares of its common stock at a cost of $300.0 million. For the nine months ended October 27, 2007, TJX repurchased and retired 22.7 million shares of its common stock outstanding at a cost of $650.4 million. TJX reflects stock repurchases in its financial statements on a settlement basis which amounted to $639.3 million for the nine months ended October 27, 2007, compared to $429.0 million for the same period last year. Of the $300 million of repurchases made during this years third quarter, $85.8 million completed a $1 billion stock repurchase program initially approved by the Board of Directors in October 2005 and $214.2 million of these stock repurchases were made under the $1 billion stock repurchase program approved by the Board of Directors in January 2007. |
10
11. | TJX evaluates the performance of its segments based on segment profit or loss, which TJX defines as pre-tax income before general corporate expense and interest. Segment profit or loss as defined by TJX may not be comparable to similarly titled measures used by other entities. In addition, this measure of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of TJXs performance or as a measure of liquidity. The Provision for Computer Intrusion related costs is not allocated to the segments. These charges are not directly attributable to any of the segments and are not considered when assessing performance of the segment or allocating resources to the segment. Presented below is financial information on TJXs business segments: |
Thirteen Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands) | ||||||||
Net sales: |
||||||||
Marmaxx |
$ | 3,008,842 | $ | 2,947,106 | ||||
Winners and HomeSense |
558,903 | 477,334 | ||||||
T.K. Maxx |
567,924 | 481,131 | ||||||
HomeGoods |
371,775 | 335,972 | ||||||
A.J. Wright |
151,274 | 148,499 | ||||||
Bobs Stores |
78,773 | 82,901 | ||||||
$ | 4,737,491 | $ | 4,472,943 | |||||
Segment profit (loss): |
||||||||
Marmaxx |
$ | 309,413 | $ | 313,799 | ||||
Winners and HomeSense |
68,493 | 60,700 | ||||||
T.K. Maxx |
39,883 | 36,838 | ||||||
HomeGoods |
25,088 | 17,601 | ||||||
A.J. Wright |
(2,272 | ) | (2,286 | ) | ||||
Bobs Stores |
(2,933 | ) | (1,178 | ) | ||||
437,672 | 425,474 | |||||||
General corporate expenses |
34,231 | 42,964 | ||||||
Provision for Computer Intrusion related costs |
| | ||||||
Interest (income) expense, net |
3,053 | 6,784 | ||||||
Income from continuing operations before
provision for income taxes |
$ | 400,388 | $ | 375,726 | ||||
11
Thirty-Nine Weeks Ended | ||||||||
October 27, | October 28, | |||||||
2007 | 2006 | |||||||
(in thousands) | ||||||||
Net sales: |
||||||||
Marmaxx |
$ | 8,553,973 | $ | 8,252,311 | ||||
Winners and HomeSense |
1,419,707 | 1,246,680 | ||||||
T.K. Maxx |
1,495,032 | 1,235,891 | ||||||
HomeGoods |
1,032,181 | 943,151 | ||||||
A.J. Wright |
443,957 | 419,245 | ||||||
Bobs Stores |
214,020 | 210,580 | ||||||
$ | 13,158,870 | $ | 12,307,858 | |||||
Segment profit (loss): |
||||||||
Marmaxx |
$ | 834,042 | $ | 791,583 | ||||
Winners and HomeSense |
142,884 | 130,263 | ||||||
T.K. Maxx |
60,709 | 54,608 | ||||||
HomeGoods |
44,174 | 30,333 | ||||||
A.J. Wright |
(6,968 | ) | (9,070 | ) | ||||
Bobs Stores |
(12,978 | ) | (11,444 | ) | ||||
1,061,863 | 986,273 | |||||||
General corporate expenses |
90,283 | 103,450 | ||||||
Provision for Computer Intrusion related costs |
215,922 | | ||||||
Interest (income) expense, net |
(423 | ) | 15,956 | |||||
Income from continuing operations before
provision for income taxes |
$ | 756,081 | $ | 866,867 | ||||
12. | The following represents the net periodic pension cost and related components for the thirteen weeks ended October 27, 2007 and October 28, 2006: |
Pension | Pension | |||||||||||||||
(Funded Plan) | (Unfunded Plan) | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Service cost |
$ | 6,870 | $ | 8,891 | $ | 349 | $ | 173 | ||||||||
Interest cost |
6,123 | 5,390 | 733 | 930 | ||||||||||||
Expected return on plan assets |
(8,013 | ) | (7,549 | ) | | | ||||||||||
Amortization of prior service cost |
14 | 14 | 31 | (144 | ) | |||||||||||
Estimated settlement cost |
| | | 1,421 | ||||||||||||
Recognized actuarial losses |
| 908 | 252 | 610 | ||||||||||||
Total expense |
$ | 4,994 | $ | 7,654 | $ | 1,365 | $ | 2,990 | ||||||||
12
The following represents the net periodic pension cost and related components for the thirty-nine weeks ended October 27, 2007 and October 28, 2006: |
Pension | Pension | |||||||||||||||
(Funded Plan) | (Unfunded Plan) | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Service cost |
$ | 26,028 | $ | 28,247 | $ | 745 | $ | 783 | ||||||||
Interest cost |
18,474 | 16,445 | 2,150 | 2,197 | ||||||||||||
Expected return on plan assets |
(24,194 | ) | (22,046 | ) | | | ||||||||||
Amortization of prior service cost |
43 | 43 | 93 | 93 | ||||||||||||
Recognized actuarial losses |
| 4,222 | 592 | 1,264 | ||||||||||||
Special termination benefit/settlement costs |
| | 168 | 1,421 | ||||||||||||
Total expense |
$ | 20,351 | $ | 26,911 | $ | 3,748 | $ | 5,758 | ||||||||
As a result of voluntary funding contributions made to its funded pension plan in fiscal 2006 and prior years, there was no required funding in fiscal 2007 and TJX does not anticipate any funding requirements for fiscal 2008. | ||
Effective January 1, 2006, TJX amended its postretirement medical plan to eliminate all plan benefits for anyone retiring after January 1, 2006. For retirees enrolled in the plan as of that date and who enroll in Medicare Part D within specified timeframes, the amended plan provides a $35.00 monthly benefit, which is intended to cover the cost of the retirees monthly premium payment for Medicare coverage. The reduction in the liability related to this plan amendment is being amortized over the remaining lives of the current participants. The postretirement medical plan generated benefit credits of $2.5 million for the nine months ended October 27, 2007, compared to $2.5 million for the nine months ended October 28, 2006. | ||
13. | At October 27, 2007, TJX had interest rate swap agreements outstanding with a notional amount of $100 million. The agreements entitle TJX to receive biannual payments of interest at a fixed rate of 7.45% and pay a floating rate of interest indexed to the six-month LIBOR rate with no exchange of the underlying notional amounts. The interest rate swap agreements converted a portion of TJXs long-term debt from a fixed-rate obligation to a floating-rate obligation. TJX designated the interest rate swaps as a fair value hedge of the related long-term debt. The fair value of the swap agreements outstanding at October 27, 2007, excluding the estimated net interest receivable, was a liability of $1.6 million. The valuation of the derivative instruments results in an offsetting fair value adjustment to the debt hedged; accordingly, long-term debt has been reduced by $1.6 million. | |
Also at October 27, 2007, TJX had an interest rate swap on the principal amount of its C$235 million three-year note, converting the interest on the note from floating to a fixed rate of interest at approximately 4.136%. The interest rate swap is designated as a cash flow hedge of the underlying debt. The fair value of the contract, excluding the net interest accrual, amounted to an asset of $1.2 million (C$1.2 million) as of October 27, 2007. The valuation of the swap results in an offsetting adjustment to other comprehensive income. | ||
14. | TJX has a $500 million revolving credit facility maturing May 5, 2010 and a $500 million revolving credit facility maturing May 5, 2011. These agreements have no compensating balance requirements and have various covenants including a requirement of a specified ratio of debt to earnings. These agreements serve as back up to TJXs commercial paper program. TJX had no outstanding short-term borrowings at October 27, 2007 and October 28, 2006. The availability under revolving credit facilities at October 27, 2007 and October 28, 2006 was $1 billion. | |
15. | TJX accrues for inventory purchase obligations at the time of shipment by the vendor. As a result, merchandise inventories on TJXs balance sheets include an accrual for in-transit inventory of $396 million at October 27, |
13
2007 and $327 million at October 28, 2006. A liability for a comparable amount is included in accounts payable for the respective period. | ||
16. | TJX adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48), in the first quarter of fiscal year 2008. FIN 48 clarifies the accounting for income taxes by prescribing a minimum threshold for benefit recognition of a tax position for financial reporting purposes. FIN 48 also establishes tax accounting rules for measurement, classification, interest and penalties, disclosure and interim period accounting. As a result of the adoption, TJX recognized a charge of approximately $27.2 million to the retained earnings balance at the beginning of fiscal 2008 and certain amounts that were historically netted within other liabilities were reclassified to other assets. As of the adoption date TJX had $124.6 million of unrecognized tax benefits, all of which would impact the effective tax rate if recognized. As of October 27, 2007, TJX had $136.9 million of unrecognized tax benefits. | |
TJX is subject to U.S federal income tax as well as income tax in multiple state, local and foreign jurisdictions. In nearly all jurisdictions, the tax years through fiscal 2001 are no longer subject to examination. | ||
TJXs continuing accounting policy classifies interest and penalties related to income tax matters as part of income tax expense. The accrued amounts for interest and penalties were $42.0 million as of October 27, 2007 and $36.3 million as of January 27, 2007. | ||
Based on the outcome of tax examinations, 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 recorded in the financial statements as of January 27, 2007. However, based on the status of current audits and the protocol of finalizing audits, which may include formal legal proceedings, it is not possible to estimate the impact of such changes, if any, to previously recorded uncertain tax positions. There have been no significant changes to the status of these items as of October 27, 2007. | ||
17. | In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans -An amendment of FASB Statements No. 87, 88, 106 and 132 (R) (SFAS No. 158). SFAS No. 158 requires the recognition of the funded status of a benefit plan in the balance sheet; the recognition in other comprehensive income of gains or losses and prior service costs or credits arising during the period but which are not included as components of periodic benefit cost; the measurement of defined benefit plan assets and obligations as of the balance sheet date; and disclosure of additional information about the effects on periodic benefit cost for the following fiscal year arising from delayed recognition in the current period. The recognition provisions of SFAS No. 158 were adopted by TJX during its fiscal year ended January 27, 2007. TJX deferred the implementation of the measurement provisions of SFAS No. 158 until fiscal 2008. The impact of adopting the measurement provisions was to increase our post retirement liabilities by $2.7 million resulting in an after-tax charge of $1.6 million to retained earnings during the first quarter of this fiscal year. | |
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS No. 157 requires companies to disclose the fair value of their financial instruments according to a fair value hierarchy as defined in the standard. Additionally, companies are required to provide enhanced disclosure regarding financial instruments in one of the categories, including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. TJX believes the adoption of SFAS No. 157 will not have a material impact on its results of operations or financial condition. |
14
| Net sales increased 6% to $4.7 billion for the third quarter and 7% to $13.2 billion for the nine-month period over last years comparable periods. We continued to grow our business, with stores in operation as of October 28, 2007 and total selling square footage each up 4% from a year ago. | ||
| Consolidated same store sales increased 3% for the third quarter and 3% on a year-to-date basis. Same store sales growth was favorably impacted by currency exchange rates, which contributed approximately two percentage points of growth to both the third quarter and year-to-date periods. Same store sales growth for both the quarter and year-to-date was unfavorably impacted by weakness in apparel sales, particularly outerwear, largely due to the unseasonably warm weather during much of the third quarter. | ||
| During this years second quarter ended July 28, 2007, TJX recorded a $178.1 million pre-tax charge for estimated losses in connection with the Computer Intrusion. This charge was in addition to pre-tax costs incurred of $37.8 million during the first and second quarter of the current fiscal year. Thus, for the nine months ended October 27, 2008, pre-tax income was reduced by $215.9 million for the Provision for Computer Intrusion related costs. | ||
| Our third quarter pre-tax margin (the ratio of pre-tax income to net sales) was 8.5% as compared to 8.4% for the same period last year. Year-to-date, our pre-tax margin was 5.7% as compared to 7.0% for the same period last year. The Provision for Computer Intrusion related costs, which was 1.6% of net sales for the year-to-date period, more than offset what would otherwise have been an increase in our pre-tax margin. |
15
| Our cost of sales ratios increased by 0.2 percentage points in the third quarter as compared to last years third quarter and, on a year-to-date basis, this ratio remained essentially the same as the prior year. Merchandise margins improved during the third quarter reflecting disciplined inventory management, and were on top of strong merchandise margins recorded in the prior year. This improvement, however, was more than offset by a mark-to-market adjustment on inventory related foreign currency hedge contracts (described in more detail below) as well as the de-levering impact on occupancy costs of the low single digit same store sales growth. | ||
| Selling, general and administrative expense ratios improved for both the quarter and year-to-date period primarily due to our cost containment initiatives, partially offset by a planned increase in marketing expense. | ||
| We recorded income from continuing operations for this years third quarter of $249.5 million, or $0.54 per diluted share, a 13% increase over diluted earnings per share of $0.48 per share in last years third quarter. | ||
| Income from continuing operations for the nine months ended October 27, 2007 was $470.6 million, or $1.00 per diluted share, (which was reduced by an after-tax charge of $130.2 million, or $0.28 per diluted share, for the charges relating to the Computer Intrusion) and compares to income from continuing operations of $533.5 million, or $1.12 per diluted share, for the same period last year. | ||
| During the third quarter ended October 27, 2007, we repurchased 10.3 million shares of our common stock at a cost of $300 million and for the first nine months we have repurchased 22.7 million shares at a cost of $650 million. Repurchases were suspended during most of the first quarter as a result of the discovery of the Computer Intrusion. We continue to expect to repurchase approximately $900 million of TJX stock during fiscal 2008. | ||
| Consolidated average per store inventories, including inventory on hand at our distribution centers, as of October 27, 2007 were down 1% from the prior year, versus an increase of 5% as of October 28, 2006 from the comparable prior year period. The decrease of 1% in average per store inventories as of October 27, 2007 would have been greater had it not been offset by an increase of 2% due to foreign currency exchange rates. |
16
Percentage of Net Sales | Percentage of Net Sales | |||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost of sales, including buying and occupancy
costs |
74.7 | 74.5 | 75.5 | 75.5 | ||||||||||||
Selling, general and administrative expenses |
16.7 | 16.9 | 17.1 | 17.3 | ||||||||||||
Provision for Computer Intrusion related costs |
| | 1.6 | | ||||||||||||
Interest (income) expense, net |
0.1 | 0.2 | 0.0 | 0.1 | ||||||||||||
Income from continuing operations before
provision
for income taxes |
8.5 | % | 8.4 | % | 5.7 | % | 7.0 | % | ||||||||
17
18
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 3,008.8 | $ | 2,947.1 | $ | 8,554.0 | $ | 8,252.3 | ||||||||
Segment profit |
$ | 309.4 | $ | 313.8 | $ | 834.0 | $ | 791.6 | ||||||||
Segment profit as a percentage of net sales |
10.3 | % | 10.6 | % | 9.8 | % | 9.6 | % | ||||||||
Percent (decrease) increase in same store sales |
(1 | )% | 5 | % | 1 | % | 2 | % | ||||||||
Stores in operation at end of period |
1,628 | 1,575 | ||||||||||||||
Selling square footage at end of period (in thousands) |
39,881 | 38,559 |
19
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 558.9 | $ | 477.3 | $ | 1,419.7 | $ | 1,246.7 | ||||||||
Segment profit |
$ | 68.5 | $ | 60.7 | $ | 142.9 | $ | 130.3 | ||||||||
Segment profit as a percentage of net sales |
12.3 | % | 12.7 | % | 10.1 | % | 10.4 | % | ||||||||
Percent increase in same store sales: |
||||||||||||||||
U.S. currency |
15 | % | 11 | % | 10 | % | 12 | % | ||||||||
Local currency |
5 | % | 5 | % | 5 | % | 4 | % | ||||||||
Stores in operation at end of period |
||||||||||||||||
Winners |
190 | 184 | ||||||||||||||
HomeSense |
71 | 68 | ||||||||||||||
Total Winners and HomeSense |
261 | 252 | ||||||||||||||
Selling square footage at end of period (in thousands) |
||||||||||||||||
Winners |
4,364 | 4,214 | ||||||||||||||
HomeSense |
1,358 | 1,280 | ||||||||||||||
Total Winners and HomeSense |
5,722 | 5,494 | ||||||||||||||
20
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 567.9 | $ | 481.1 | $ | 1,495.0 | $ | 1,235.9 | ||||||||
Segment profit |
$ | 39.9 | $ | 36.8 | $ | 60.7 | $ | 54.6 | ||||||||
Segment profit as a percentage of net sales |
7.0 | % | 7.7 | % | 4.1 | % | 4.4 | % | ||||||||
Percent increase in same store sales: |
||||||||||||||||
U.S. currency |
13 | % | 17 | % | 16 | % | 9 | % | ||||||||
Local currency |
6 | % | 11 | % | 7 | % | 9 | % | ||||||||
Stores in operation at end of period |
225 | 210 | ||||||||||||||
Selling square footage at end of period (in thousands) |
5,045 | 4,605 |
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 371.8 | $ | 336.0 | $ | 1,032.2 | $ | 943.2 | ||||||||
Segment profit |
$ | 25.1 | $ | 17.6 | $ | 44.2 | $ | 30.3 | ||||||||
Segment profit as a percentage of net sales |
6.7 | % | 5.2 | % | 4.3 | % | 3.2 | % | ||||||||
Percent increase in same store sales: |
4 | % | 5 | % | 4 | % | 4 | % | ||||||||
Stores in operation at end of period |
287 | 270 | ||||||||||||||
Selling square footage at end of period (in thousands) |
5,526 | 5,207 |
21
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 151.3 | $ | 148.5 | $ | 444.0 | $ | 419.2 | ||||||||
Segment loss |
$ | (2.3 | ) | $ | (2.3 | ) | $ | (7.0 | ) | $ | (9.1 | ) | ||||
Segment loss as a percentage of net sales |
(1.5 | )% | (1.5 | )% | (1.6 | )% | (2.2 | )% | ||||||||
Percent increase in same store sales: |
0 | % | 4 | % | 2 | % | 3 | % | ||||||||
Stores in operation at end of period
continuing operations* |
130 | 128 | ||||||||||||||
Selling square footage at end of period
(in thousands) continuing operations* |
2,600 | 2,558 |
* | Stores in operation and square footage as of October 28, 2006 have been adjusted for store closings accounted for as discontinued operations. |
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 78.8 | $ | 82.9 | $ | 214.0 | $ | 210.6 | ||||||||
Segment loss |
$ | (2.9 | ) | $ | (1.2 | ) | $ | (13.0 | ) | $ | (11.4 | ) | ||||
Segment loss as a percentage of net sales |
(3.7 | )% | (1.4 | )% | (6.1 | )% | (5.4 | )% | ||||||||
Percent (decrease) increase in same store sales: |
(2 | )% | 2 | % | 2 | % | 3 | % | ||||||||
Stores in operation at end of period |
34 | 36 | ||||||||||||||
Selling square footage at end of period (in
thousands) |
1,242 | 1,306 |
22
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||
October 27, | October 28, | October 27, | October 28, | |||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
General corporate expense |
$ | 34.2 | $ | 43.0 | $ | 90.3 | $ | 103.5 |
23
24
25
26
27
(c) | (d) Maximum Number | |||||||||||||||
Total Number of Shares | (or Approximate | |||||||||||||||
Purchased | Dollar Value) of | |||||||||||||||
(a) Total | (b) | as Part of | Shares that May Yet | |||||||||||||
Number of Shares | Average Price | Publicly Announced | Be Purchased Under | |||||||||||||
Purchased | Paid Per Share(1) | Plans or Programs(2) | Plans or Programs | |||||||||||||
July 29, 2007
through August 25,
2007 |
4,424,494 | 28.25 | 4,424,494 | $ | 960,811,692 | |||||||||||
August 26, 2007
through September
29, 2007 |
3,308,518 | 30.23 | 3,308,518 | $ | 860,798,613 | |||||||||||
September 30, 2007
through October 27,
2007 |
2,551,480 | 29.39 | 2,551,480 | $ | 785,798,622 | |||||||||||
Total: |
10,284,492 | 10,284,492 | ||||||||||||||
(1) | Average price paid per share includes commissions and is rounded to the nearest two decimal places. | |
(2) | In August 2007 we completed our $1 billion share repurchase program announced in October 2005, and in January 2007, our Board of Directors approved a new repurchase program to repurchase up to $1 billion of TJX common stock from time to time. Through October 27, 2007, we had repurchased 7.2 million shares at a cost of $214.2 million under our $1 billion share repurchase program announced in January 2007. |
28
3(i).1 | The Fourth Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 99.1 to the Form 8-A/A filed September 9, 1999. Certificate of Amendment of Fourth Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3(i) to the Form 10-Q for the quarter ended July 28, 2005. | ||
3(ii).1 | The by-laws of TJX, as amended, are incorporated herein by reference to Exhibit 3(ii) to the Form 10-Q for the quarter ended July 28, 2005. | ||
10.1 | The Settlement Agreement between ACohen Marketing & Public Relations, LLC, Julie Buckley, Anne Cohen, LaQuita Kearney, Laura Lerner, Robert Mann, Jitka Parmet, Deborah Wilson, Kathleen Robinson, Shannon Kidd, and Mary Robb Farley, individually and on behalf of the Settlement Class, The TJX Companies, Inc. and Fifth Third Bancorp dated September 21, 2007, is incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed September 21, 2007. The Amended Settlement Agreement, dated as of November 14, 2007, by and among ACohen Marketing & Public Relations, LLC, Julie Buckley, Anne Cohen, LaQuita Kearney, Laura Lerner, Robert Mann, Jitka Parmet, Deborah Wilson, Kathleen Robinson, Shannon Kidd and Mary Robb Farley, individually and on behalf of the Settlement Class, The TJX Companies, Inc. and Fifth Third Bancorp is filed herewith. | ||
10.2 | Settlement Agreement among The TJX Companies, Inc., Visa U.S.A. Inc. and Visa Inc. and Fifth Third Bank, dated November 29, 2007 is incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed November 30, 2007. | ||
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. |
29
THE TJX COMPANIES, INC. | ||||
(Registrant) |
||||
Date: December 5, 2007 | /s/ Nirmal K. Tripathy | |||
Nirmal K. Tripathy, Chief Financial Officer, on | ||||
behalf of The TJX Companies, Inc. and as Principal Financial and Accounting Officer of The TJX Companies, Inc. | ||||
30
Exhibit Number | Description of Exhibit | |
3(i).1
|
Fourth Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 99.1 to the Form 8-A/A filed September 9, 1999. Certificate of Amendment of Fourth Restated Certificate of Incorporation is incorporated herein by reference to Exhibit 3(i) to the Form 10-Q filed for the quarter ended July 28, 2005. | |
3(ii).1
|
The by-laws of TJX, as amended, are incorporated herein by reference to Exhibit 3(ii) to the Form 10-Q filed for the quarter ended July 28, 2005. | |
10.1
|
The Settlement Agreement between ACohen Marketing & Public Relations, LLC, Julie Buckley, Anne Cohen, LaQuita Kearney, Laura Lerner, Robert Mann, Jitka Parmet, Deborah Wilson, Kathleen Robinson, Shannon Kidd, and Mary Robb Farley, individually and on behalf of the Settlement Class, The TJX Companies, Inc. and Fifth Third Bancorp dated September 21, 2007, is incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed September 21, 2007. The Amended Settlement Agreement, dated as of November 14, 2007, by and among ACohen Marketing & Public Relations, LLC, Julie Buckley, Anne Cohen, LaQuita Kearney, Laura Lerner, Robert Mann, Jitka Parmet, Deborah Wilson, Kathleen Robinson, Shannon Kidd and Mary Robb Farley, individually and on behalf of the Settlement Class, The TJX Companies, Inc. and Fifth Third Bancorp is filed herewith. | |
10.2
|
Settlement Agreement among The TJX Companies, Inc., Visa U.S.A. Inc. and Visa Inc. and Fifth Third Bank, dated November 29, 2007 is incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed November 30, 2007. | |
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. |
31