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 31, 1999 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 28, 1999: 314,955,480.
2 PAGE 2 PART I FINANCIAL INFORMATION THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME (UNAUDITED) DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS <TABLE> <CAPTION> Thirteen Weeks Ended --------------------------- July 31, August 1, 1999 1998 ---------- ---------- <S> <C> <C> Net sales $2,098,644 $1,864,236 ---------- ---------- Cost of sales, including buying and occupancy costs 1,583,132 1,418,490 Selling, general and administrative expenses 330,481 303,332 Interest expense (income), net 1,964 1,425 ---------- ---------- Income before income taxes 183,067 140,989 Provision for income taxes 68,388 56,113 ---------- ---------- Net income 114,679 84,876 Preferred stock dividends -- 1,238 ---------- ---------- Net income available to common shareholders $ 114,679 $ 83,638 ========== ========== Earnings per share: Basic $ .36 $ .26 Diluted $ .36 $ .25 Cash dividends per common share $ .035 $ .03 </TABLE> The accompanying notes are an integral part of the financial statements.
3 PAGE 3 PART I FINANCIAL INFORMATION THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME (UNAUDITED) DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS <TABLE> <CAPTION> Twenty-Six Weeks Ended --------------------------- July 31, August 1, 1999 1998 ---------- ---------- <S> <C> <C> Net sales $4,050,728 $3,640,083 ---------- ---------- Cost of sales, including buying and occupancy costs 3,014,611 2,748,751 Selling, general and administrative expenses 641,157 603,167 Interest expense (income), net 1,230 1,383 ---------- ---------- Income before income taxes 393,730 286,782 Provision for income taxes 151,389 114,139 ---------- ---------- Net income 242,341 172,643 Preferred stock dividends -- 2,488 ---------- ---------- Net income available to common shareholders $ 242,341 $ 170,155 ========== ========== Earnings per share: Basic $ .76 $ .53 Diluted $ .75 $ .51 Cash dividends per common share $ .07 $ .06 </TABLE> The accompanying notes are an integral part of the financial statements.
4 PAGE 4 THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES BALANCE SHEETS (UNAUDITED) IN THOUSANDS <TABLE> <CAPTION> July 31, January 30, August 1, 1999 1999 1998 ---------- ----------- ---------- <S> <C> <C> <C> ASSETS - ------ Current assets: Cash and cash equivalents $ 47,187 $ 461,244 $ 58,017 Accounts receivable 87,960 67,345 81,493 Merchandise inventories 1,578,134 1,186,068 1,469,956 Prepaid expenses 70,821 28,448 63,627 ---------- ---------- ---------- Total current assets 1,784,102 1,743,105 1,673,093 ---------- ---------- ---------- Property, at cost: Land and buildings 115,064 115,485 113,911 Leasehold costs and improvements 590,641 547,099 514,437 Furniture, fixtures and equipment 775,443 711,320 663,190 ---------- ---------- ---------- 1,481,148 1,373,904 1,291,538 Less accumulated depreciation and amortization 685,967 617,302 576,215 ---------- ---------- ---------- 795,181 756,602 715,323 Other assets 47,273 27,436 22,837 Deferred income taxes 27,336 22,386 -- Goodwill and tradename, net of amortization 195,402 198,317 201,235 ---------- ---------- ---------- TOTAL ASSETS $2,849,294 $2,747,846 $2,612,488 ========== ========== ========== LIABILITIES - ----------- Current liabilities: Short-term debt $ 59,563 $ -- $ 6,613 Current installments of long-term debt 100,535 694 22,669 Accounts payable 740,941 617,159 639,188 Accrued expenses and other current liabilities 576,528 624,801 566,190 Federal and state income taxes payable 24,823 64,192 32,361 ---------- ---------- ---------- Total current liabilities 1,502,390 1,306,846 1,267,021 ---------- ---------- ---------- Long-term debt exclusive of current installments: Promissory notes 203 433 738 General corporate debt 119,918 219,911 219,904 Deferred income taxes -- -- 952 SHAREHOLDERS' EQUITY - -------------------- Preferred stock at face value, authorized 5,000,000 shares, par value $1, issued and outstanding cumulative convertible stock of 632,600 shares of 7% Series E at August 1, 1998 -- -- 63,260 Common stock, authorized 1,200,000,000 shares, par value $1, issued and outstanding 315,989,375; 322,140,770 and 314,772,568 shares 315,989 322,141 314,772 Accumulated other comprehensive income (loss) (1,268) (1,529) (1,862) Additional paid-in capital -- -- -- Retained earnings 912,062 900,044 747,703 ---------- ---------- ---------- Total shareholders' equity 1,226,783 1,220,656 1,123,873 ---------- ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,849,294 $2,747,846 $2,612,488 ========== ========== ========== </TABLE> The accompanying notes are an integral part of the financial statements.
5 PAGE 5 THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF CASH FLOWS (UNAUDITED) IN THOUSANDS <TABLE> <CAPTION> Twenty-Six Weeks Ended --------------------------- July 31, August 1, 1999 1998 --------- --------- <S> <C> <C> Cash flows from operating activities: Net income $ 242,341 $ 172,643 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 75,962 65,585 Property disposals 4,717 1,391 Other, net (19,579) (622) Changes in assets and liabilities: (Increase) in accounts receivable (20,615) (20,758) (Increase) in merchandise inventories (392,066) (279,786) (Increase) in prepaid expenses (42,373) (36,270) Increase in accounts payable 123,782 56,397 Increase (decrease) in accrued expenses and other current liabilities (48,273) 12,547 (Decrease) in income taxes payable (39,369) (25,502) (Decrease) in deferred income taxes (4,950) (2,934) --------- --------- Net cash (used in) operating activities (120,423) (57,309) --------- --------- Cash flows from investing activities: Property additions (116,242) (94,235) Proceeds from sale of other assets -- 8,338 --------- --------- Net cash (used in) investing activities (116,242) (85,897) --------- --------- Cash flows from financing activities: Proceeds from borrowings of short-term debt 59,563 6,613 Principal payments on long-term debt (389) (1,080) Common stock repurchased (232,219) (194,486) Proceeds from sale and issuance of common stock, net 17,877 7,340 Cash dividends (22,224) (21,533) --------- --------- Net cash (used in) financing activities (177,392) (203,146) --------- --------- Net (decrease) in cash and cash equivalents (414,057) (346,352) Cash and cash equivalents at beginning of year 461,244 404,369 --------- --------- Cash and cash equivalents at end of period $ 47,187 $ 58,017 ========= ========= </TABLE> The accompanying notes are an integral part of the financial statements.
6 PAGE 6 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: Twenty-Six Weeks Ended ---------------------------- July 31, August 1, 1999 1998 -------- --------- (In Thousands) Cash paid for: Interest on debt $ 9,801 $ 12,013 Income taxes $184,027 $143,051 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 remains contingently liable for the leases of most of the former Zayre stores still operated by Ames. The Company believes that the Company's contingent liability on these leases will not have a material effect on the Company's financial condition. The Company is also contingently liable on certain leases of its former warehouse club operations (BJ's Wholesale Club and HomeBase), which was spun off by the Company in fiscal 1990 as Waban Inc. During fiscal 1998, Waban Inc. was renamed HomeBase, Inc. and spun-off its BJ's Wholesale Club division (BJ's Wholesale Club, Inc.). HomeBase, Inc., and BJ's Wholesale Club, Inc. are primarily liable on their respective leases and have indemnified the Company for any amounts the Company may have to pay with respect to such leases. In addition, 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, Inc. 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. 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. The Company is also contingently liable on certain store leases of its former Hit or Miss division which was sold by the Company in September 1995. During the third quarter ended October 31, 1998, the Company increased its reserve for its discontinued operations by $15 million ($9 million after tax), primarily for potential lease liabilities relating to guarantees on leases of its former Hit or Miss
7 PAGE 7 division. The after tax cost of $9 million or, $.02 per diluted share, was recorded as a loss on disposal of discontinued operations. 5. On November 18, 1998, all outstanding shares of Series E cumulative convertible preferred stock were mandatorily converted into common stock in accordance with its terms. 6. Other comprehensive income (loss), net of reclassification adjustments, was a loss of $335,000 for the thirteen weeks ended July 31, 1999, and a loss of $1,372,000 for the thirteen weeks ended August 1, 1998. For the six months, other comprehensive income (loss) was income of $261,000 at July 31, 1999 and a loss of $5,179,000 at August 1, 1998. The components of other comprehensive income (loss) for the Company include foreign currency translation adjustments of its foreign subsidiaries (including related hedging activity). In the prior year, other comprehensive income (loss) also included activity relating to unrealized gains and losses on marketable securities. 7. The computation of basic and diluted earnings per share is as follows: <TABLE> <CAPTION> Thirteen Weeks Ended ----------------------------------- July 31, August 1, 1999 1998 ------------ ------------ ($'s in thousands except per share amounts) <S> <C> <C> Net income (Numerator in diluted calculation) $ 114,679 $ 84,876 Less preferred dividends -- 1,238 ------------ ------------ Net income available to common shareholders (Numerator in basic calculation) $ 114,679 $ 83,638 ============ ============ Shares for basic and diluted earnings per share calculations: Average common shares outstanding for basic EPS 317,158,089 317,367,085 Dilutive effect of stock options and awards 3,292,786 5,721,400 Dilutive effect of convertible preferred stock -- 14,048,540 ------------ ------------ Average common shares outstanding for diluted EPS 320,450,875 337,137,025 ============ ============ Basic earnings per share $ .36 $ .26 Diluted earnings per share $ .36 $ .25 </TABLE>
8 PAGE 8 <TABLE> <CAPTION> Twenty-Six Weeks Ended ----------------------------------- July 31, August 1, 1999 1998 ------------ ------------ ($'s in thousands except per share amounts) <S> <C> <C> Net income (Numerator in diluted calculation) $ 242,341 $ 172,643 Less preferred dividends -- 2,488 ------------ ------------ Net income available to common shareholders (Numerator in basic calculation) $ 242,341 $ 170,155 ============ ============ Shares for basic and diluted earnings per share calculations: Average common shares outstanding for basic EPS 319,436,817 318,350,224 Dilutive effect of stock options and awards 3,519,324 5,862,259 Dilutive effect of convertible preferred stock -- 14,742,915 ------------ ------------ Average common shares outstanding for diluted EPS 322,956,141 338,955,398 ============ ============ Basic earnings per share $ .76 $ .53 Diluted earnings per share $ .75 $ .51 </TABLE> 8. During October 1998, the Company completed its second $250 million stock repurchase program and announced its intentions to repurchase an additional $750 million of common stock over several years. During the six months ended July 31, 1999, the Company repurchased 7.2 million shares at a cost of $232.2 million. Since the inception of the $750 million stock repurchase program, the Company has repurchased 11.4 million shares at a cost of $327.7 million. 9. During the second quarter the Company entered into a new lease agreement for the expansion of its corporate offices and amended the existing leases on the same property. The new lease has an initial term, which expires on December 31, 2015, and the existing lease agreements have been extended through December 31, 2010. Rental payments on the new expansion are expected to commence in the first quarter of fiscal 2002, and will be accounted for as a capital lease.
9 PAGE 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Twenty-Six Weeks Ended July 31, 1999 Versus Twenty-Six Weeks Ended August 1, 1998 All reference to earnings per share amounts are diluted earnings per share unless otherwise indicated. Net sales from continuing operations for the second quarter were $2,098.6 million, up 13% from $1,864.2 million last year. For the six months, net sales from continuing operations were $4,050.7 million, up 11% from $3,640.0 for the same period last year. The increase in sales is attributable to an increase in same store sales and new stores. Same store sales for the thirteen weeks increased 7% at T.J. Maxx, 6% at Marshalls, 6% at Winners, 14% at T.K. Maxx and 14% at HomeGoods. Same store sales for the six months increased by 6% at T.J. Maxx, 5% at Marshalls, 8% at Winners, 17% at T.K. Maxx and 12% at HomeGoods. Net income for the second quarter was $114.7 million, or $.36 per common share, versus $84.9 million, or $.25 per common share last year. For the six months, net income was $242.3 million, or $.75 per share versus $172.6 million or $.51 per share in the prior year. The following table sets forth operating results expressed as a percentage of net sales (continuing operations): <TABLE> <CAPTION> Percentage of Net Sales --------------------------------------------------- 13 Weeks Ended 26 Weeks Ended ----------------------- -------------------- 7/31/99 8/1/98 7/31/99 8/1/98 ------- ------ ------- ------ <S> <C> <C> <C> <C> Net sales 100.0% 100.0% 100.0% 100.0% ----- ----- ----- ----- Cost of sales, including buying and occupancy costs 75.4 76.1 74.4 75.5 Selling, general and administrative expenses 15.8 16.2 15.8 16.5 Interest expense (income), net .1 .1 .1 .1 ----- ----- ----- ----- Income before income taxes 8.7% 7.6% 9.7% 7.9% ===== ===== ===== ===== </TABLE> Cost of sales including buying and occupancy costs as a percent of net sales decreased from the prior year. This improvement is primarily due to improved merchandise margins, particularly at T.J. Maxx and Marshalls, resulting from strong inventory management. In addition, the improvement in this ratio reflects the strong growth in sales. Selling, general and administrative expenses, as a percentage of net sales, decreased from the prior year. This improvement in both periods reflects the benefits of the Company's strong sales growth while the six months ended July 31, 1999 also reflects a reduction in certain corporate expenses, as discussed on page 10. Interest expense (income), net, includes income of $2.5 million in the second quarter and $8.0 million in the first six months of the current year, versus $5.0 million and $10.9 million of interest income in the second quarter and six months ended last year.
10 PAGE 10 The Company's effective income tax rate is 38.4% for the six months ended July 31, 1999, versus 39.8% last year. This reduction is primarily due to the recognition of additional tax benefits attributable to the Company's Puerto Rico net operating loss carry forward. The following table sets forth the operating results of the Company's major business segments: (unaudited) <TABLE> <CAPTION> Thirteen Weeks Ended Twenty-Six Weeks Ended ----------------------------- ----------------------------- July 31, August 1, July 31, August 1, 1999 1998 1999 1998 ---------- ---------- ---------- ---------- (In Thousands) <S> <C> <C> <C> <C> Net sales: Off-price family apparel stores $2,055,717 $1,837,419 $3,969,528 $3,587,884 Off-price home fashion stores 42,927 26,817 81,200 52,199 ---------- ---------- ---------- ---------- $2,098,644 $1,864,236 $4,050,728 $3,640,083 ========== ========== ========== ========== Operating income (loss): Off-price family apparel stores $ 200,075 $ 157,470 $ 419,618 $ 324,831 Off-price home fashion stores (989) (2,246) (1,655) (4,502) ---------- ---------- ---------- ---------- 199,086 155,224 417,963 320,329 General corporate expense 13,402 12,158 21,698 30,859 Goodwill amortization 653 652 1,305 1,305 Interest expense (income), net 1,964 1,425 1,230 1,383 ---------- ---------- ---------- ---------- Income before income taxes $ 183,067 $ 140,989 $ 393,730 $ 286,782 ========== ========== ========== ========== </TABLE> The off-price family apparel stores segment, which includes T.J. Maxx, Marshalls, Winners, T.K. Maxx and A.J. Wright, significantly increased operating income. These results reflect strong inventory management and the strong sales performance on top of strong gains in the prior year. General corporate expense for the six months decreased from the prior year as last year included a $5.5 million charge for the write-off of the Hit or Miss note receivable. In addition, last year includes a charge of $4 million, versus $1 million this year, for charges associated with a deferred compensation award granted to the Company's Chief Executive Officer in the first quarter of fiscal 1998. This award, initially denominated in shares of the Company's common stock, has now been fully allocated to other investment options, at the election of the executive. Stores in operation at the end of the period are as follows: July 31, 1999 August 1, 1998 ------------- -------------- T.J. Maxx 617 593 Marshalls 487 464 Winners 91 81 HomeGoods 39 25 T.K. Maxx 43 35 A.J. Wright 11 -
11 PAGE 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 and are largely influenced by the change in inventory from year-end levels. Operating cash flows for the period ending July 31, 1999, reflects the Company's purchase of investments intended to offset obligations associated with certain deferred compensation plans and a reduction in accrued expenses from year-end levels versus an increase in accrued expenses for the same period last year. During October 1998, the Company completed its second $250 million stock repurchase program and announced its intentions to repurchase an additional $750 million of common stock over several years. During the six months ended July 31, 1999, the Company repurchased 7.2 million shares at a cost of $232.2 million. Since the inception of the $750 million stock repurchase program, the Company has repurchased 11.4 million shares at a cost of $327.7 million. The stock repurchase activity during the first six months of the year resulted in the Company borrowing $50 million under its revolving credit agreement in late July. THE YEAR 2000 ISSUE The following paragraphs relating to the Year 2000 issue also are designated a Year 2000 Readiness Disclosure within the meaning of the Year 2000 Information and Readiness Disclosure Act. The operations of the Company rely on various computer technologies which, as is true of many companies, may be affected by what is commonly referred to as the Year 2000 ("Y2K") issue. To address this matter, in October 1995, the Company began to evaluate whether its computer resources would be able to recognize and accept date sensitive information before and after the arrival of the Year 2000. A failure of these technologies to recognize and process such information could create an adverse impact on the operations of the Company. In connection with its Y2K evaluation, the Company established a Company-wide Y2K project team to review and assess the Y2K readiness of its computer technologies in each business area, and to remediate, validate and, where necessary, develop contingency plans to enable these technologies to effect a smooth transition to the Year 2000 and beyond. These efforts have focused, and will continue to focus, on: (1) the Company's information technology systems in the form of hardware and software (so-called "IT" systems), such as mainframes, client/server systems, personal computers, proprietary software and software purchased or licensed from third parties, upon which the Company relies for its retail functions, such as merchandise procurement and distribution, point-of-sale information systems and inventory control; (2) the Company's embedded computer technologies (so-called "non-IT" systems), such as materials handling equipment, telephones, elevators, climate control devices and building security systems; and (3) the IT and non-IT systems of third parties with whom the Company has commercial relationships to support its daily operations, such as those of banks, credit card processors, payroll services, telecommunications services, utilities and merchandise vendors.
12 PAGE 12 THE COMPANY'S STATE OF READINESS The Company's review and assessment phase is complete with respect to its IT systems and the Company has identified and inventoried those IT systems which are critical to its operations. The Company's effort to modify these IT technologies to address the Y2K issue is complete with final installation and testing to be completed by the end of the third quarter of fiscal 2000. The Company's mainframe operating system has already been remediated, tested and determined to be compliant in a simulated Y2K environment. Ongoing validation testing of this system will be performed during 1999. The Company's proprietary software systems as well as those purchased or licensed from third parties have been substantially remediated and ongoing validation testing will continue during 1999. With respect to the Company's non-IT systems, the review and assessment phase is complete and the Company has identified and inventoried such technologies. The Company has undertaken a program to modify or replace such technologies where they are related to critical functions of the Company. This portion of the Y2K project plan is expected to be substantially complete by the end of the third quarter of fiscal 2000. With respect to the IT and non-IT systems of critical third party providers, the Company has already communicated with these parties to obtain assurances regarding their respective Y2K remediation efforts. While the Company expects such third parties to address the Y2K issue based on the representations it has received to date, the Company cannot guarantee that these systems will be made Y2K compliant in a timely manner or that the Company will not experience a material adverse effect as a result of such non-compliance. COSTS ASSOCIATED WITH YEAR 2000 ISSUES As of July 31, 1999, the Company has incurred approximately $12 million in costs related to the Y2K project. The Company currently estimates that the aggregate cost of the Y2K project will be approximately $13 million, which cost is being expensed as incurred. The Company's Y2K costs are primarily for the cost of internal and third party programming for remediation and testing. All of these costs have been or are expected to be funded through operating cash flows. The aggregate cost estimate is based on the current assessment of the Y2K project and is subject to change as the project progresses. The Company has not deferred the implementation of any significant IT projects while addressing the Y2K issue. CONTINGENCY PLANS The Company believes that the IT and non-IT technologies which support its critical functions will be ready for the transition to the Year 2000. There can be no assurance, however, that similar unresolved issues for key commercial partners (including utilities, financial services, building services and transportation services) will not cause an adverse effect on the Company. To address these risks, and to address the risk that its own IT and non-IT technologies may not perform as expected during the Y2K transition, the Company is in the process of finalizing its contingency plans and such plans will be established and then revised as necessary during the course of 1999. Although the Company believes that its efforts to address the Y2K issue will be sufficient to avoid a material adverse impact on the Company, there can be no assurance that these efforts will be fully effective.
13 PAGE 13 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 8, 1999 (during the period covered by this report) was provided in the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 1999. Item 6(a) EXHIBITS 10.1 The 1986 Stock Incentive Plan, as amended through September 9, 1999, is filed herewith. 27 Financial Data Schedule. Item 6(b) REPORTS ON FORM 8-K The Company was not required to file a current report on Form 8-K during the quarter ended July 31, 1999.
14 PAGE 14 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 13, 1999 /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.