1
PAGE 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] Quarterly Report Under Section 13 and 15(d) of the Securities Exchange Act
of 1934
or
[ ] Transition Report Pursuant to Section 13 and 15(d) of the Securities
Exchange Act of 1934
For Quarter Ended July 26, 1997
Commission file number 1-4908
The TJX Companies, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2207613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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 X . No .
----- -----
The number of shares of Registrant's Common Stock outstanding as of August 23,
1997: 163,267,591.
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PART I FINANCIAL INFORMATION
THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME
(UNAUDITED)
DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
Thirteen Weeks Ended
---------------------------
July 26, July 27,
1997 1996
---------- ----------
Net sales $1,698,372 $1,548,259
---------- ----------
Cost of sales, including buying and
occupancy costs 1,323,261 1,222,190
Selling, general and administrative expenses 283,788 257,914
Interest expense, net 1,545 10,968
---------- ----------
Income from continuing operations before
income taxes 89,778 57,187
Provision for income taxes 37,200 23,497
---------- ----------
Income from continuing operations 52,578 33,690
Income from discontinued operations,
net of income taxes -- 2,364
---------- ----------
Net income 52,578 36,054
Preferred stock dividends 4,601 4,260
---------- ----------
Net income attributable to common shareholders $ 47,977 $ 31,794
========== ==========
Primary and fully diluted earnings
per common share:
Continuing operations $ .29 $ .19
Net income $ .29 $ .20
Cash dividends per common share $ .05 $ .035
The accompanying notes are an integral part of the financial statements.
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PART I FINANCIAL INFORMATION
THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF INCOME
(UNAUDITED)
DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
Twenty-Six Weeks Ended
---------------------------
July 26, July 27,
1997 1996
---------- ----------
Net sales $3,258,522 $3,020,506
---------- ----------
Cost of sales, including buying and
occupancy costs 2,525,880 2,389,549
Selling, general and administrative expenses 557,526 509,065
Interest expense, net 2,400 25,330
---------- ----------
Income from continuing operations before
income taxes 172,716 96,562
Provision for income taxes 71,677 39,848
---------- ----------
Income from continuing operations 101,039 56,714
Income from discontinued operations,
net of income taxes -- 9,426
---------- ----------
Net income 101,039 66,140
Preferred stock dividends 7,226 8,788
---------- ----------
Net income attributable to common shareholders $ 93,813 $ 57,352
========== ==========
Primary and fully diluted earnings
per common share:
Continuing operations $ .56 $ .31
Net income $ .56 $ .37
Cash dividends per common share $ .10 $ .07
The accompanying notes are an integral part of the financial statements.
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THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
BALANCE SHEETS
(UNAUDITED)
IN THOUSANDS
July 26, January 25, July 27,
1997 1997 1996
---------- ---------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 138,232 $ 474,732 $ 245,342
Accounts receivable and
income taxes recoverable 75,691 57,275 77,049
Merchandise inventories 1,421,529 1,059,505 1,328,039
Prepaid expenses 17,208 16,379 18,461
Net current assets of
discontinued operations -- 54,451 82,764
---------- ---------- ----------
Total current assets 1,652,660 1,662,342 1,751,655
---------- ---------- ----------
Property, at cost:
Land and buildings 103,542 103,067 110,437
Leasehold costs and improvements 456,091 428,836 437,911
Furniture, fixtures and equipment 572,360 527,710 566,882
---------- ---------- ----------
1,131,993 1,059,613 1,115,230
Less accumulated depreciation
and amortization 471,070 419,129 393,403
---------- ---------- ----------
660,923 640,484 721,827
Other assets 47,330 42,259 35,680
Goodwill and tradename,
net of amortization 213,079 216,127 232,879
Net noncurrent assets of
discontinued operations -- -- 49,801
---------- ---------- ----------
TOTAL ASSETS $2,573,992 $2,561,212 $2,791,842
========== ========== ==========
LIABILITIES
Current liabilities:
Short-term debt $ 7,966 $ -- $ 403
Current installments of
long-term debt 17,716 27,140 103,211
Accounts payable 576,964 533,945 579,616
Accrued expenses and other
current liabilities 542,631 577,046 608,561
Federal and state income taxes
payable 4,020 44,165 --
---------- ---------- ----------
Total current liabilities 1,149,297 1,182,296 1,291,791
---------- ---------- ----------
Long-term debt exclusive of current
installments:
Real estate mortgages 21,827 22,391 24,402
Equipment notes 1,544 2,135 2,662
General corporate debt 219,891 219,884 635,807
Deferred income taxes 12,541 7,320 21,478
5
SHAREHOLDERS' EQUITY
- --------------------
Preferred stock at face value,
authorized 5,000,000 shares, par
value $1, issued and outstanding
cumulative convertible stock of:
1,650,000 shares of 6.25% Series C -- -- 82,500
250,000 shares of 1.81% Series D -- -- 25,000
1,204,100 shares of 7% Series E 120,410 150,000 150,000
Common stock, authorized 300,000,000
shares, par value $1, issued and
outstanding 161,218,420; 79,576,438
and 74,132,470 shares 161,218 79,576 74,132
Additional paid-in capital 340,920 429,017 296,496
Retained earnings 546,344 468,593 187,574
---------- ---------- ----------
Total shareholders' equity 1,168,892 1,127,186 815,702
---------- ---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,573,992 $2,561,212 $2,791,842
========== ========== ==========
The accompanying notes are an integral part of the financial statements.
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THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CASH FLOWS
(UNAUDITED)
IN THOUSANDS
Twenty-Six Weeks Ended
--------------------------
July 26, July 27,
1997 1996
--------- ---------
Cash flows from operating activities:
Net income $ 101,039 $ 66,140
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 60,633 61,821
(Income) from discontinued operations -- (9,426)
Property disposals 5,036 4,346
Other (100) --
Changes in assets and liabilities:
(Increase) in accounts receivable and
income taxes recoverable (18,416) (6,735)
(Increase) in merchandise inventories (362,024) (69,551)
(Increase) in prepaid expenses (829) (2,055)
Increase in accounts payable 43,019 142,982
(Decrease) in accrued expenses and other
current liabilities (5,610) (50,703)
(Decrease) in income taxes payable (40,145) (2,548)
Increase in deferred income taxes 2,730 8,814
--------- ---------
Net cash provided by (used in) operating activities (214,667) 143,085
--------- ---------
Cash flows from investing activities:
Property additions (80,966) (49,083)
Contingent payment for acquisition of Marshalls -- (49,327)
Proceeds adjustment for sale of Chadwick's (28,805) --
--------- ---------
Net cash (used in) investing activities (109,771) (98,410)
--------- ---------
Cash flows from financing activities:
Proceeds from borrowings of short-term debt 7,966 403
Principal payments on long-term debt (10,579) (3,305)
Stock repurchase (45,580) --
Proceeds from sale and issuance of common
stock, net 4,469 7,952
Cash dividends (22,789) (19,055)
--------- ---------
Net cash (used in) financing activities (66,513) (14,005)
--------- ---------
Net cash provided by (used in) continuing operations (390,951) 30,670
Net cash provided by discontinued operations 54,451 5,446
--------- ---------
Net increase (decrease) in cash and cash
equivalents (336,500) 36,116
Cash and cash equivalents at beginning of year 474,732 209,226
--------- ---------
Cash and cash equivalents at end of period $ 138,232 $ 245,342
========= =========
The accompanying notes are an integral part of the financial statements.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
-------------------------------------
Thirteen Weeks (Second Quarter) and Twenty-Six Weeks Ended July 26, 1997
Versus Thirteen Weeks and Twenty-Six Weeks Ended July 27, 1996
--------------------------------------------------------------
Effective December 7, 1996, the Company sold its Chadwick's of Boston mail order
operation to Brylane, L.P. This transaction was accounted for in the Company's
fourth quarter for the fiscal year ended January 25, 1997. The operating results
for Chadwick's for all periods prior to the sale have been presented as
discontinued operations.
Net sales from continuing operations for the second quarter were $1,698.4
million, up 10% from $1,548.3 million last year. For the six months, net sales
from continuing operations were $3,258.5 million, up 8% from $3,020.5 million
for the same period last year. The increase in sales is primarily attributable
to an increase in same store sales. Same store sales for the second quarter
increased by 7% at T.J. Maxx, 8% at Marshalls, 15% at Winners, 14% at HomeGoods
and 15% at T.K. Maxx. Same store sales for the six months increased by 5% at
T.J. Maxx, 8% at Marshalls, 17% at Winners, 12% at HomeGoods and 19% at T.K.
Maxx.
Income from continuing operations for the second quarter was $52.6 million, or
$.29 per common share versus $33.7 million, or $.19 per common share. For the
six months, income from continuing operations was $101 million, or $.56 per
common share versus $56.7 million, or $.31 per common share. For the periods
ended July 27, 1996, the Company recorded net income of $36.1 million, or $.20
per common share, and $66.1 million, or $.37 per common share, including the
results of its discontinued operation Chadwick's of Boston, for the second
quarter and six months, respectively.
The following table sets forth operating results expressed as a percentage of
net sales (continuing operations):
Percentage of Net Sales
------------------------------------------
13 Weeks Ended 26 Weeks Ended
------------------ -------------------
7/26/97 7/27/96 7/26/97 7/27/96
------- ------- ------- -------
Net sales 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Cost of sales, including buying
and occupancy costs 77.9 78.9 77.5 79.1
Selling, general and administrative
expenses 16.7 16.7 17.1 16.9
Interest expense, net .1 .7 .1 .8
----- ----- ----- -----
Income from continuing operations
before income taxes 5.3% 3.7% 5.3% 3.2%
===== ===== ===== =====
Cost of sales, including buying and occupancy costs as a percent of net sales,
decreased in both periods from the prior year. This improvement reflects the
benefits of the Marshalls acquisition. Enhanced purchasing power has allowed the
Company to pass on better values to its customers and has improved merchandise
margins. The improvement in the quarter is less significant as the prior year
results also reflect the trend of margin enhancement associated with the
Marshalls acquisition.
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Selling, general and administrative expenses, as a percentage of net sales, was
flat for the second quarter and increased for the six months. Selling, general
and administrative expenses include a charge of $10 million for the six months
in connection with a deferred shares award granted under a new five year
employment contract with the Company's Chief Executive Officer. For the second
quarter and six months, an additional charge of $3 million was recorded as
compensation expense associated with the increase in market value associated
with the deferred shares award described above. In addition, the second quarter
and the six months included a charge of $5.0 million for the estimated cost of
closing certain HomeGoods stores. These charges more than offset additional
expense savings the Company had realized through the consolidation of certain
administrative functions as a result of the Marshalls acquisition. Selling,
general and administrative expenses, as a percent of net sales, excluding the
above items, would have been 16.2% for the quarter ended July 1997 versus 16.7%
last year and 16.5% for the six months ended July 1997 versus 16.9% last year.
Interest expense, net, decreased in the second quarter and six months. The
decrease is the result of the Company's prepayments on its 9 1/2% sinking fund
debentures during the third quarter of fiscal 1997 and the $375 million term
loan, incurred for the acquisition of Marshalls, during the fourth quarter of
fiscal 1997. In addition, as a result of the Company's strong cash position,
interest expense, net includes interest income of $5.3 million and $11.4 million
versus $3.9 and $4.6 million last year for the second quarter and six months,
respectively.
The following table sets forth the operating results of the Company's major
business segments: (unaudited)
(In Thousands)
Thirteen Weeks Ended Twenty-Six Weeks Ended
------------------------- -------------------------
July 26, July 27, July 26, July 27,
1997 1996 1997 1996
---------- ---------- ---------- ----------
Net sales:
Off-price family
apparel stores $1,677,034 $1,528,177 $3,216,791 $2,981,041
Off-price home fashion stores 21,338 20,082 41,731 39,465
---------- ---------- ---------- ----------
$1,698,372 $1,548,259 $3,258,522 $3,020,506
========== ========== ========== ==========
Operating income (loss):
Off-price family
apparel stores $ 110,369 $ 82,197 $ 216,572 $ 149,254
Off-price home fashion stores (3,706) (3,056) (6,539) (5,626)
---------- ---------- ---------- ----------
106,663 79,141 210,033 143,628
General corporate expense 14,686 10,332 33,610 20,429
Goodwill amortization 654 654 1,307 1,307
Interest expense, net 1,545 10,968 2,400 25,330
---------- ---------- ---------- ----------
Income from continuing
operations before
income taxes $ 89,778 $ 57,187 $ 172,716 $ 96,562
========== ========== ========== ==========
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The off-price family apparel stores segment, T.J. Maxx, Marshalls, Winners and
T.K. Maxx significantly increased its operating income for both the second
quarter and six months. This segment's increased operating results reflect the
combined buying power of T.J. Maxx and Marshalls, as well as the expense savings
resulting from the consolidation of Marshalls. Winners had significant increases
in operating income in both periods. General corporate expense for the quarter
and six months was impacted by the charge associated with a deferred shares
award granted under a new five year employment contract with the Company's Chief
Executive Officer as well as reserves for certain HomeGoods store closings.
Stores in operation at the end of the period are as follows:
July 26, 1997 July 27, 1996
------------- -------------
T.J. Maxx 578 582
Marshalls 453 464
Winners 68 57
HomeGoods 21 23
T.K. Maxx 21 11
Financial Condition
- -------------------
Cash flows from operating activities for the six months reflect increases in
inventories and accounts payable that are primarily due to normal seasonal
requirements. Comparisons to fiscal 1997's six months are impacted by the
Company's movement to a leaner inventory position during fiscal 1997.
On April 9, 1997, the Company approved a two-for-one stock split to be effected
in the form of a 100% stock dividend which was subject to approval by the
shareholders of an increase in the number of authorized shares of the Company's
common stock. On June 3, 1997, the Company's shareholders approved an increase
in the number of authorized shares of common stock making the two-for-one stock
split effective. The split was paid on June 26, 1997 to shareholders of record
on June 11, 1997 and resulted in the issuance of 79.8 million shares of common
stock along with a corresponding decrease of $79.8 million in additional paid in
capital. All historical earnings per share amounts have been restated to reflect
the two-for-one stock split.
On June 25, 1997, the Company announced a program to purchase up to an aggregate
of $250 million of the Company's common stock and Series E preferred stock to be
accomplished through open market purchases or other transactions. Through July
26, 1997, the Company has purchased 1,616,645 shares of common stock and 2,500
shares of Series E preferred stock at a cost of $45.6 million. The Company is no
longer seeking to purchase its Series E preferred stock. The average price of
the common shares repurchased was $27.75 per share. Subsequent to the end of the
quarter through September 5, 1997, the Company has purchased an additional
3,466,500 shares of common stock for $94.7 million.
Through July 26, 1997, shareholders converted 293,400 shares of Series E
preferred stock into 3,167,611 shares of common stock. The Company paid $1.7
million to induce conversion of the preferred shares. Subsequent to the end of
the quarter through September 5, 1997, an additional 441,000 shares of the
Series E preferred stock were converted into 4,761,131 shares of common stock
and the Company paid $2.0 million to induce conversion of these preferred
shares.
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The following table sets forth the shareholders' equity transactions for the six months ended
July 26, 1997: (unaudited)
(In Millions)
Prfd Common
Stock Stock Add'l
Face Par Paid-In Retained
Value Value Capital Earnings Total
----- ----- ------- -------- -----
Balance, January 25, 1997 $150.0 $79.6 $429.0 $468.6 $1,127.2
Net income -- -- -- 101.0 101.0
Cash dividends:
Preferred -- -- -- (5.1) (5.1)
Common -- -- -- (16.0) (16.0)
Conversion of cumulative
Series E Preferred
stock into common (29.3) 3.1 26.2 (1.7) (1.7)
Stock repurchase
Preferred (.3) -- -- (.5) (.8)
Common -- (1.6) (43.2) -- (44.8)
Stock split -- 79.8 (79.8) -- --
Issuance of common
stock under stock
incentive plan -- .3 4.9 -- 5.2
Other -- -- 3.9 -- 3.9
------ ------ ------ ------ --------
Balance, July 26, 1997 $120.4 $161.2 $341.0 $546.3 $1,168.9
====== ====== ====== ====== ========
During the fourth quarter of fiscal 1997, the Company completed the sale of its
Chadwick's of Boston catalog division to Brylane, L.P. Total proceeds from the
sale estimated at $300 million included cash, a 10-year $20 million Convertible
Subordinated Note at 6% interest and Chadwick's consumer credit card
receivables. During the second quarter of fiscal 1998, the Company paid Brylane
$28.8 million as an estimated adjustment of the cash proceeds based on the
closing balance sheet of Chadwick's as of December 7, 1996 as prepared by the
Company. The cash proceeds may be further adjusted upon agreement regarding the
closing balance sheet of Chadwick's as of December 7, 1996. The results of
Chadwick's for all periods prior to December 7, 1996 have been reclassified to
discontinued operations. The cash provided by discontinued operations represents
the collection of the remaining balance of the Chadwick's consumer credit card
receivables outstanding as of January 1997.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The results for the first six months are not necessarily indicative of
results for the full fiscal year, because the Company'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.
2. The preceding data are unaudited and 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 the Company for a fair presentation of
its financial statements for the periods reported, all in accordance with
generally accepted accounting principles and practices consistently
applied.
3. The Company's cash payments for interest expense and income taxes are as
follows: (in thousands)
Twenty-Six Weeks Ended
--------------------------
July 26, July 27,
1997 1996
-------- -------
Cash paid for:
Interest expense $ 14,259 $26,534
Income taxes 109,524 79,619
4. In October 1988, the Company completed the sale of its former Zayre stores
division to Ames Department Stores, Inc. ("Ames"). In April 1990, Ames
filed for protection under Chapter 11 of the Federal Bankruptcy Code and in
December 1992, Ames emerged from bankruptcy under a plan of reorganization.
The Company is liable for certain amounts to be distributed under the plan
for certain unassigned landlord claims under certain former Zayre store
leases on which the Company was liable as of the date of the sale and which
Ames has rejected.
The Company remains contingently liable for the leases of most of the
former Zayre stores still operated by Ames. In addition, the Company is
contingently liable on a number of leases of the Hit or Miss division, the
Company's former off-price women's specialty stores, sold in September
1995. The Company believes that in view of the nature of the leases and the
fact that Ames and Hit or Miss are primarily liable, the Company's
contingent liability on these leases will not have a material effect on the
Company's financial condition. Accordingly, the Company believes its
available reserves should be adequate to cover all reasonably expected
liabilities associated with discontinued operations that it may incur.
The Company is also contingently liable on certain leases of HomeBase, Inc.
(previously named Waban Inc)., which was spun off by the Company in fiscal
1990. HomeBase, Inc. is primarily liable and has indemnified the Company
for any amounts the Company may have to pay with respect to such leases.
HomeBase, Inc. recently consummated a spin-off of BJ's Wholesale Club, Inc.
HomeBase, Inc., BJ's Wholesale Club, Inc., and the Company have entered
into agreements under which BJ's Wholesale Club, Inc. has substantial
indemnification responsibility with respect to such HomeBase
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leases. The Company is also contingently liable on certain leases of BJ's
Wholesale Club, Inc. for which both BJ's Wholesale Club, Inc. and HomeBase,
Inc. remain liable. As a result of the foregoing, the Company believes
that its contingent liability on the HomeBase, Inc. and BJ's Wholesale
Club, Inc. leases will not have a material effect on the Company's
financial condition.
5. During 1996, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 "Earnings per Share."
This statement specifies the computation, presentation and disclosures for
basic and dilutive earnings per share. The Company will implement the
standard in its fourth quarter period for the fiscal year ended January 31,
1998. Using the new method for computing earnings per share, basic earnings
per share and dilutive earnings per share would be as follows:
13 Weeks Ended 26 Weeks Ended
-------------------- --------------------
July 26, July 27, July 26, July 27,
1997 1996 1997 1996
-------- -------- -------- --------
Income from continuing
operations:
Basic $ .30 $ .20 $ .59 $ .33
Dilutive .30 .19 .57 .32
Net income:
Basic .30 .22 .59 .39
Dilutive .30 .21 .57 .38
6. On April 9, 1997, the Company approved a two-for-one stock split to be
effected in the form of a 100% stock dividend which was subject to approval
by the shareholders of an increase in the number of authorized shares of
the Company's common stock. On June 3, 1997, the shareholders approved an
increase in the number of authorized shares of common stock making the
two-for-one stock split effective. The split was paid on June 26, 1997 to
shareholders of record on June 11, 1997 and resulted in the issuance of
79.8 million shares of common stock along with a corresponding decrease of
$79.8 million in additional paid-in capital. All historical earnings per
share amounts have been restated to reflect the two-for-one stock split.
7. On June 25, 1997, the Company announced a program to purchase up to an
aggregate of $250 million of the Company's common stock and Series E
preferred stock to be accomplished through open market purchases or other
transactions. Through July 26, 1997, the Company has purchased 1,616,645
shares of common stock and 2,500 shares of Series E preferred stock at a
cost of $45.6 million. The Company is no longer seeking to purchase its
Series E preferred stock. The average price of the common shares
repurchased was $27.75 per share. Subsequent to the end of the quarter
through September 5, 1997, the Company has purchased an additional
3,466,500 shares of common stock for $94.7 million.
Through July 26, 1997, the shareholders converted 293,400 shares of Series
E preferred stock into 3,167,611 shares of common stock. The Company paid
$1.7 million to induce conversion of the preferred shares. Subsequent to
the end of the quarter through September 5, 1997, an additional 441,000
shares of the Series E preferred stock were converted into 4,761,131 shares
of common stock and the Company paid $2.0 million to induce conversion of
these preferred shares.
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PART II. Other Information
-----------------
Item 4 Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Information with respect to matters voted on at the Company's
Annual Meeting of Stockholders on June 3, 1997 (during the period
covered by this report) was provided in the Company's Quarterly
Report on Form 10-Q for the quarter ended April 26, 1997.
Item 6(a) Exhibits
--------
10.1 The 1993 Stock Option Plan for Non-Employee Directors as amended
through June 3, 1997 is filed herewith.
10.2 The TJX Companies, Inc. Management Incentive Plan as amended
through June 3, 1997 is filed herewith.
10.3 The TJX Companies, Inc. Long Range Performance Incentive Plan as
amended through June 3, 1997 is filed herewith.
11 Statement re Computation of Per Share Earnings.
Item 6(b) Reports on Form 8-K
-------------------
N/A
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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: September 9, 1997
/s/ Donald G. Campbell
--------------------------------------------
Donald G. Campbell, Executive Vice
President - Finance, on behalf
of The TJX Companies, Inc. and as
Principal Financial and Accounting
Officer of The TJX Companies, Inc.