PAGE 1 FORM 10-Q/A 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 October 25, 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 November 22, 1997: 161,389,824 PAGE 2 EXPLANATORY NOTE The registrant hereby amends Part I of its Quarterly Report on Form 10-Q for the quarter ended October 25, 1997 to adjust Preferred Stock dividends to include the inducement fees paid upon the conversion of Series E Preferred stock and to include the excess cost of the carrying value of Series E Preferred shares repurchased during the periods ended October 25, 1997. This change does not affect reported Net Income, Primary and Fully diluted earnings per share, the Balance Sheets, Statements of Cash Flows, or Management's Discussion and Analysis as initially filed. This amendment changes only the "Preferred stock dividends" and the resulting "Net Income attributable to common shareholders" on The Statements of Income for the Thirteen and Thirty- Nine Weeks Ended October 25, 1997, as well as the disclosure in Note 6 of the Notes to Consolidated Financial Statements for the amount of Basic earnings per share pursuant to SFAS No. 128. The Basic earnings per share calculation (which requires adjustment for preferred stock dividends) is reduced by $.02 per share in both periods ended October 25, 1997. The diluted earnings per share disclosed in Note 6 pursuant to SFAS No. 128 is not impacted by this amendment. PAGE 3 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 October 25, October 26, 1997 1996 Net sales $1,887,698 $1,722,429 Cost of sales, including buying and occupancy costs 1,414,336 1,305,271 Selling, general and administrative expenses 287,205 266,918 Interest expense, net 3,654 10,344 Income from continuing operations before income taxes and extraordinary item 182,503 139,896 Provision for income taxes 75,561 58,306 Income from continuing operations before extraordinary item 106,942 81,590 Income from discontinued operations, net of income taxes - 8,805 Income before extraordinary item 106,942 90,395 Extraordinary (charge), net of income taxes (1,777) (2,885) Net income 105,165 87,510 Preferred stock dividends 3,443 2,308 Net income attributable to common shareholders $ 101,722 $ 85,202 Primary and fully diluted earnings per common share: Income from continuing operations $ .61 $ .45 Income before extraordinary item $ .61 $ .50 Net income $ .60 $ .48 Cash dividends per common share $ .05 $ .035 The accompanying notes are an integral part of the financial statements. PAGE 4 PART I FINANCIAL INFORMATION THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF INCOME (UNAUDITED) DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS Thirty-Nine Weeks Ended October 25, October 26, 1997 1996 Net sales $5,146,220 $4,742,935 Cost of sales, including buying and occupancy costs 3,940,216 3,694,820 Selling, general and administrative expenses 844,731 775,983 Interest expense, net 6,054 35,674 Income from continuing operations before income taxes and extraordinary item 355,219 236,458 Provision for income taxes 147,238 98,154 Income from continuing operations before extraordinary item 207,981 138,304 Income from discontinued operations, net of income taxes - 18,231 Income before extraordinary item 207,981 156,535 Extraordinary (charge), net of income taxes (1,777) (2,885) Net income 206,204 153,650 Preferred stock dividends 10,669 11,096 Net income attributable to common shareholders $ 195,535 $ 142,554 Primary and fully diluted earnings per common share: Income from continuing operations $1.16 $ .76 Income before extraordinary item $1.16 $ .86 Net income $1.15 $ .85 Cash dividends per common share $ .15 $ .105 The accompanying notes are an integral part of the financial statements. PAGE 5 THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES BALANCE SHEETS (UNAUDITED) IN THOUSANDS October 25, January 25, October 26, 1997 1997 1996 ASSETS Current assets: Cash and cash equivalents $ 143,602 $ 474,732 $ 236,035 Accounts receivable 110,117 57,275 90,695 Merchandise inventories 1,459,607 1,059,505 1,335,099 Prepaid expenses 16,859 16,379 19,054 Net current assets of discontinued operations - 54,451 116,009 Total current assets 1,730,185 1,662,342 1,796,892 Property, at cost: Land and buildings 104,098 103,067 110,496 Leasehold costs and improvements 484,057 428,836 448,636 Furniture, fixtures and equipment 599,494 527,710 585,684 1,187,649 1,059,613 1,144,816 Less accumulated depreciation and amortization 494,847 419,129 420,506 692,802 640,484 724,310 Other assets 34,203 42,259 36,432 Goodwill and tradename, net of amortization 211,568 216,127 231,335 Net noncurrent assets of discontinued operations - - 48,627 TOTAL ASSETS $2,668,758 $2,561,212 $2,837,596 LIABILITIES Current liabilities: Current installments of long-term debt $ 2,199 $ 27,140 $ 94,708 Accounts payable 646,906 533,945 616,200 Accrued expenses and other current liabilities 576,280 577,046 624,850 Federal and state income taxes payable 57,107 44,165 28,930 Total current liabilities 1,282,492 1,182,296 1,364,688 Long-term debt exclusive of current installments: Real estate mortgages 21,827 22,391 22,926 Equipment notes 1,456 2,135 2,556 General corporate debt 219,894 219,884 514,880 Deferred income taxes 14,035 7,320 25,885 SHAREHOLDERS' EQUITYPreferred stock at face value, authorized 5,000,000 shares, par value $1, issued and outstanding cumulative convertible stock of: 250,000 shares of 1.81% Series D - - 25,000 727,700 shares of 7% Series E 72,770 150,000 150,000 Common stock, par value $1, authorized 300,000,000 shares, issued and outstanding 161,751,535; 79,576,438 and 77,724,715 shares 161,752 79,576 77,725 Additional paid-in capital 254,588 429,017 386,600 Retained earnings 639,944 468,593 267,336 Total shareholders' equity 1,129,054 1,127,186 906,661 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $2,668,758 $2,561,212 $2,837,596 The accompanying notes are an integral part of the financial statements. PAGE 6 THE TJX COMPANIES, INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF CASH FLOWS (UNAUDITED) IN THOUSANDS Thirty-Nine Weeks Ended October 25, October 26, 1997 1996 Cash flows from operating activities: Net income $ 206,204 $ 153,650 Adjustments to reconcile net income to net cash provided by operating activities: (Income) from discontinued operations - (18,231) Extraordinary charge 1,777 2,885 Depreciation and amortization 92,463 94,228 Gain on sale of other assets (5,992) - Property disposals 7,181 6,291 Other 671 (3,282) Changes in assets and liabilities: (Increase) in accounts receivable (52,842) (35,551) (Increase) in merchandise inventories (400,102) (76,611) (Increase) in prepaid expenses (480) (2,648) Increase in accounts payable 112,961 179,566 Increase in accrued expenses and other current liabilities 32,424 10,794 Increase in income taxes payable 14,126 1,779 Increase in deferred income taxes 4,095 13,221 Net cash provided by operating activities 12,486 326,091 Cash flows from investing activities: Property additions (145,065) (83,025) Proceeds from sale of Brylane, Inc. common stock 15,697 - Contingent payment for acquisition of Marshalls - (49,327) Proceeds adjustment for sale of Chadwick's (33,190) - Net cash (used in) investing activities (162,558) (132,352) Cash flows from financing activities: Principal payments on long-term debt (26,184) (45,493) Prepayment of long-term debt - (92,459) Stock repurchase (182,413) - Proceeds from sale and issuance of common stock net 7,441 15,644 Cash dividends (34,353) (26,803) Net cash (used in) financing activities (235,509) (149,111) Net cash provided by (used in) continuing operations (385,581) 44,628 Net cash provided by (used in) discontinued operations 54,451 (17,819) Net increase (decrease) in cash and cash equivalents (331,130) 26,809 Cash and cash equivalents at beginning of year 474,732 209,226 Cash and cash equivalents at end of period $ 143,602 $ 236,035 The accompanying notes are an integral part of the financial statements. PAGE 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Thirteen Weeks (Third Quarter) and Thirty-Nine Weeks Ended October 25, 1997 Versus Thirteen Weeks and Thirty-Nine Weeks Ended October 26, 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 third quarter were $1,887.7 million, up 10% from $1,722.4 million last year. For the nine months, net sales from continuing operations were $5,146.2 million, up 9% from $4,742.9 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 third quarter increased by 6% at T.J. Maxx, 8% at Marshalls, 14% at Winners, 20% at HomeGoods and 5% at T.K. Maxx. Same store sales for the nine months increased by 5% at T.J. Maxx, 8% at Marshalls, 16% at Winners, 15% at HomeGoods and 13% at T.K. Maxx. Income from continuing operations for the third quarter was $106.9 million, or $.61 per common share versus $81.6 million, or $.45 per common share. For the nine months, income from continuing operations was $208.0 million, or $1.16 per common share versus $138.3 million, or $.76 per common share. The periods ending October 25, 1997 include an after-tax gain of $3.6 million, or $.02 per common share, from the sale of Brylane, Inc. common stock. After a $1.8 million extraordinary charge for the early retirement of the Company's revolving credit agreement, net income for the third quarter and nine months ended October 25, 1997 was $105.2 million, or $.60 per common share, and $206.2 million, or $1.15 per common share, respectively. For the periods ended October 26, 1996, the Company recorded net income of $87.5 million, or $.48 per common share, and $153.7 million, or $.85 per common share, for the third quarter and nine months, respectively, which includes an extraordinary charge and the results of its discontinued operation Chadwick's of Boston. The following table sets forth operating results expressed as a percentage of net sales (continuing operations): Percentage of Net Sales 13 Weeks Ended 39 Weeks Ended 10/25/97 10/26/96 10/25/97 10/26/96 Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales, including buying and occupancy costs 74.9 75.8 76.6 77.9 Selling, general and administrative expenses 15.2 15.5 16.4 16.4 Interest expense, net .2 .6 .1 .7 Income from continuing operations before income taxes and extraordinary item 9.7% 8.1% 6.9% 5.0% PAGE 8 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 sales and merchandise margins. The improvement in the quarter is less significant as the prior year results also reflect the improved trends associated with the Marshalls acquisition. Selling, general and administrative expenses, as a percentage of net sales, decreased for the third quarter and was flat for the nine months. For the third quarter and nine months, selling, general and administrative expenses include a $6 million pre-tax gain from the sale of Brylane, Inc. common stock obtained by converting approximately 50% of the Brylane note into common stock. In addition, for the nine months ended October 1997, selling, general and administrative expenses include the following: (i) a charge of $10 million in connection with a deferred shares award granted under a new five year employment contract with the Company's Chief Executive Officer, (ii) an additional charge of $3.5 million recorded as compensation expense associated with the increase in market value associated with the deferred shares award described above and (iii) 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 15.5% for the quarters ended October 1997 and October 1996 and 16.2% for the nine months ended October 1997 versus 16.4% last year. Interest expense, net, decreased in the third quarter and nine 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, for the nine months, reflects interest income of $14.2 million this year versus $8.2 million for the same period last year. PAGE 9 The following table sets forth the operating results of the Company's major business segments: (unaudited) (In Thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended October 25, October 26, October 25, October 26, 1997 1996 1997 1996 Net sales: Off-price family apparel stores $1,864,480 $1,702,818 $5,081,271 $4,683,859 Off-price home fashion stores 23,218 19,611 64,949 59,076 $1,887,698 $1,722,429 $5,146,220 $4,742,935 Operating income (loss): Off-price family apparel stores $ 193,608 $ 161,830 $ 410,180 $ 311,084 Off-price home fashion stores (1,917) (2,908) (8,456) (8,534) 191,691 158,922 401,724 302,550 General corporate expense 4,880 8,029 38,490 28,458 Goodwill amortization 654 653 1,961 1,960 Interest expense, net 3,654 10,344 6,054 35,674 Income from continuing oper- ations before income taxes and extraordinary item $ 182,503 $ 139,896 $ 355,219 $ 236,458 The off-price family apparel stores segment comprised of T.J. Maxx, Marshalls, Winners and T.K. Maxx significantly increased its operating income for both the third quarter and nine 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 nine months was impacted by the gain associated with the sale of Brylane stock. The nine months is also impacted by a charge related to the deferred shares award granted in April 1997 to the Company's Chief Executive Officer as well as the reserves for certain HomeGoods store closings. Stores in operation at the end of the period are as follows: October 25, 1997 October 26, 1996 T.J. Maxx 582 589 Marshalls 460 463 Winners 75 63 HomeGoods 24 23 T.K. Maxx 29 18 PAGE 10 Financial Condition Cash flows from operating activities for the nine months reflect increases in inventories and accounts payable that are primarily due to normal seasonal requirements. Comparisons to fiscal 1997's nine months are impacted by the Company's movement to a leaner inventory position during fiscal 1997. 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 in the form of a 100% stock dividend. The split was distributed 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 October 25, 1997, the Company has purchased 6,496,045 shares of common stock and 2,500 shares of Series E preferred stock at a cost of $182.4 million. The Company is no longer seeking to purchase its Series E preferred stock. The average price of the common shares repurchased was $27.97 per share. Through October 25, 1997, shareholders converted 769,800 shares of Series E preferred stock into 8,310,927 shares of common stock. The Company paid $3.8 million to induce conversion of the preferred shares. In September 1997, the Company replaced its $500 million revolving credit agreement with a new five year $500 million revolving credit facility. The new agreement provides for reduced commitment fees on the unused portion of the line as well as lower borrowing costs. The Company recorded an extraordinary charge of $1.8 million associated with the write off of deferred financing costs of the former agreement. PAGE 11 The following table sets forth the shareholders' equity transactions for the nine months ended October 25, 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 - - - 206.2 206.2 Cash dividends: Preferred - - - (6.4) (6.4) Common - - - (24.2) (24.2) Conversion of cumulative Series E Preferred stock into common (76.9) 8.3 68.6 (3.8) (3.8) Stock repurchase Preferred (.3) - - (.5) (.8) Common - (6.5) (175.1) - (181.6) Stock split - 79.8 (79.8) - - Issuance of common stock under stock incentive plan - .6 7.9 - 8.5 Other - - 4.0 - 4.0 Balance, October 25, 1997 $ 72.8 $161.8 $254.6 $639.9 $1,129.1 During the fourth quarter of fiscal 1997, the Company completed the sale of its Chadwick's of Boston catalog division to Brylane, L.P. Proceeds of approximately $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. During the third quarter ended October 1997, the Company paid Brylane $4.4 million upon agreement of the final 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. PAGE 12 During the quarter ended October 1997, the Company converted a portion of the Brylane note into 352,908 shares of Brylane, Inc., common stock which it sold for $15.7 million. This sale resulted in an after-tax gain of $3.6 million, or $.02 per share. The Company is in the process of converting all necessary systems to be Year 2000 compliant. The Company expects to spend an aggregate of approximately $10 million on conversion costs, primarily in fiscal 1998 and 1999. PAGE 13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The results for the nine 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) Thirty-Nine Weeks Ended October 25, October 26, 1997 1996 Cash paid for: Interest expense $ 16,791 $35,284 Income taxes 129,171 90,089 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 leases. The Company is also contingently liable on certain PAGE 14 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 the fourth quarter of fiscal 1997, the Company completed the sale of its Chadwick's of Boston catalog division to Brylane, L.P. Proceeds of approximately $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. During the third quarter ended October 1997, the Company paid Brylane $4.4 million upon agreement of the final closing balance sheet of Chadwick's as of December 7, 1996. 6. 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 39 Weeks Ended October 25, October 26, October 25, October 26, 1997 1996 1997 1996 Income from continuing operations: Basic $ .63 $ .52 $1.23 $ .86 Dilutive .62 .46 1.18 .79 Net income: Basic .62 .56 1.22 .96 Dilutive .61 .50 1.17 .87 7. 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 distributed 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. PAGE 15 8. 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 October 25, 1997, the Company has purchased 6,496,045 shares of common stock and 2,500 shares of Series E preferred stock at a cost of $182.4 million. The Company is no longer seeking to purchase its Series E preferred stock. The average price of the common shares repurchased was $27.97 per share. Through October 25, 1997, the shareholders converted 769,800 shares of Series E preferred stock into 8,310,927 shares of common stock. The Company paid $3.8 million to induce conversion of the preferred shares. PAGE 16 PART II. Other Information Item 6 (a) Exhibits 11 Statement re Computation of Per Share Earnings. Item 6 (b) Reports on Form 8-K N/A PAGE 17 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: January 20, 1998 /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.