Capital Stock and Earnings Per Share

6 Months Ended

Jul. 28, 2012

Capital Stock and Earnings Per Share

Note C. Capital Stock and Earnings Per Share

Capital Stock: On January 5, 2012, TJX announced that its Board of Directors approved a two-for-one stock split of its common stock in the form of a stock dividend. One additional share was paid for each share held by holders of record as of the close of business on January 17, 2012. The shares were distributed on February 2, 2012 and resulted in the issuance of 372 million shares of common stock. The balance sheet as of January 28, 2012 has been adjusted to retroactively present the two-for-one stock split. Also, all historical per share amounts and references to common stock activity, as well as basic and diluted share amounts utilized in the calculation of earnings per share, have been adjusted to reflect the split.

During the quarter ended July 28, 2012, TJX repurchased and retired 7.1 million shares of its common stock at a cost of $299.9 million. For the six months ended July 28, 2012, TJX repurchased and retired 13.6 million shares of its common stock at a cost of $549.9 million. TJX reflects stock repurchases in its financial statements on a “settlement” basis. TJX had cash expenditures under its stock repurchase programs of $597.0 million for the six months ended July 28, 2012 and $671.3 million for the six months ended July 30, 2011. These expenditures were funded primarily by cash generated from operations.

In April 2012, TJX completed the $1 billion stock repurchase program authorized by its Board of Directors in February 2011 under which TJX repurchased 32.3 million shares of common stock.

In February 2012, TJX announced that its Board of Directors approved a stock repurchase program that authorizes the repurchase of up to an additional $2 billion of TJX common stock from time to time. At July 28, 2012 $1,674.7 million remained available for repurchase under this program. All shares repurchased under the stock repurchase programs have been retired.

TJX has five million shares of authorized but unissued preferred stock, $1 par value.

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

	Thirteen Weeks Ended
	July 28,		July 30,
In thousands, except per share data	2012		2011
Basic earnings per share
Net income	$	421,092	$	348,338
Weighted average common shares outstanding for basic EPS		736,830		763,715
Basic earnings per share	$	0.57	$	0.46
Diluted earnings per share
Net income	$	421,092	$	348,338
Shares for basic and diluted earnings per share calculations:
Weighted average common shares outstanding for basic EPS		736,830		763,715
Assumed exercise/vesting of:
Stock options and awards		14,413		11,536
Weighted average common shares outstanding for diluted EPS		751,243		775,251
Diluted earnings per share	$	0.56	$	0.45

	Twenty-Six Weeks Ended
	July 28,		July 30,
In thousands, except per share data	2012		2011
Basic earnings per share
Net income	$	840,292	$	614,289
Weighted average common shares outstanding for basic EPS		739,531		769,835
Basic earnings per share	$	1.14	$	0.80
Diluted earnings per share
Net income	$	840,292	$	614,289
Shares for basic and diluted earnings per share calculations:
Weighted average common shares outstanding for basic EPS		739,531		769,835
Assumed exercise/vesting of:
Stock options and awards		14,190		12,347
Weighted average common shares outstanding for diluted EPS		753,721		782,182
Diluted earnings per share	$	1.11	$	0.79

The weighted average common shares for the diluted earnings per share calculation excludes the impact of outstanding stock options if the assumed proceeds per share of the option is in excess of the related fiscal period’s average price of TJX’s common stock. Such options are excluded because they would have an antidilutive effect. There were no such options to exclude for the thirteen weeks or the twenty-six weeks ended July 28, 2012 and July 30, 2011.