TJX Companies
TJX
#106
Rank
$174.69 B
Marketcap
$156.97
Share price
1.63%
Change (1 day)
27.58%
Change (1 year)

TJX Companies - 10-Q quarterly report FY


Text size:
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 August 1, 1998
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 29,
1998: 314,622,327.
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


Thirteen Weeks Ended
--------------------------
August 1, July 26,
1998 1997
---------- ---------

Net sales $1,864,236 $1,698,372
---------- ----------

Cost of sales, including buying and
occupancy costs 1,418,490 1,323,261

Selling, general and administrative expenses 303,332 283,788

Interest expense, net 1,425 1,545
---------- ----------

Income before income taxes 140,989 89,778

Provision for income taxes 56,113 37,200
---------- ----------

Net income 84,876 52,578

Preferred stock dividends 1,238 4,601
---------- ----------

Net income available to common shareholders $ 83,638 $ 47,977
========== ==========

Earnings per share:
Basic $ .26 $ .15
Diluted $ .25 $ .15

Cash dividends per common share $ .03 $ .025


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


Twenty-Six Weeks Ended
--------------------------
August 1, July 26,
1998 1997
---------- ----------

Net sales $3,640,083 $3,258,522
---------- ----------

Cost of sales, including buying and
occupancy costs 2,748,751 2,525,880

Selling, general and administrative expenses 603,167 557,526

Interest expense, net 1,383 2,400
---------- ----------

Income before income taxes 286,782 172,716

Provision for income taxes 114,139 71,677
---------- ----------

Net income 172,643 101,039

Preferred stock dividends 2,488 7,226
---------- ----------

Net income available to common shareholders $ 170,155 $ 93,813
========== ==========


Earnings per share:
Basic $ .53 $ .29
Diluted $ .51 $ .28

Cash dividends per common share $ .06 $ .05


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

August 1, January 31, July 26,
1998 1998 1997
---------- ---------- ----------

ASSETS
- ------
Current assets:
Cash and cash equivalents $ 58,017 $ 404,369 $ 138,232
Accounts receivable 81,493 60,735 75,691
Merchandise inventories 1,469,956 1,190,170 1,421,529
Prepaid expenses 63,627 27,357 34,462
---------- ---------- ----------
Total current assets 1,673,093 1,682,631 1,669,914
---------- ---------- ----------

Property, at cost:
Land and buildings 113,911 108,729 103,542
Leasehold costs and improvements 514,437 480,964 456,091
Furniture, fixtures and equipment 663,190 611,470 572,360
---------- ---------- ----------
1,291,538 1,201,163 1,131,993
Less accumulated depreciation
and amortization 576,215 515,027 471,070
---------- ---------- ----------
715,323 686,136 660,923

Other assets 22,837 36,645 47,330
Goodwill and tradename,
net of amortization 201,235 204,220 213,079
---------- ---------- ----------

TOTAL ASSETS $2,612,488 $2,609,632 $2,591,246
========== ========== ==========

LIABILITIES
- -----------
Current liabilities:
Short-term debt $ 6,613 $ - $ 7,966
Current installments of
long-term debt 22,669 23,360 17,716
Accounts payable 639,188 582,791 576,964
Accrued expenses and other
current liabilities 566,190 553,643 559,885
Federal and state income taxes
payable 32,361 57,863 4,020
---------- ---------- ----------
Total current liabilities 1,267,021 1,217,657 1,166,551
---------- ---------- ----------

Long-term debt exclusive of
current installments:
Real estate mortgages - - 21,827
Equipment notes 738 1,127 1,544
General corporate debt 219,904 219,897 219,891

Deferred income taxes 952 6,859 12,541

SHAREHOLDERS' EQUITY
- --------------------
Preferred stock at face value,
authorized 5,000,000 shares, par
value $1, issued and outstanding
632,600; 727,300; and 1,204,100
shares of Series E cumulative
convertible stock 63,260 72,730 120,410
Common stock, authorized 600,000,000
shares, par value $1, issued and
outstanding 314,772,568; 159,901,247;
and 161,218,240 shares 314,772 159,901 161,218
Additional paid-in capital - 202,053 340,920
Retained earnings 745,841 729,408 546,344
---------- ---------- ----------

Total shareholders' equity 1,123,873 1,164,092 1,168,892
---------- ---------- ----------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,612,488 $2,609,632 $2,591,246
========== ========== ==========

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

Twenty-Six Weeks Ended
-----------------------
August 1, July 26,
1998 1997
--------- ---------
Cash flows from operating activities:
Net income $ 172,643 $ 101,039
Adjustments to reconcile net income
to net cash (used in) operating activities:
Depreciation and amortization 65,585 60,633
Property disposals 1,391 5,036
Other (622) (100)
Changes in assets and liabilities:
(Increase) in accounts receivable (20,758) (18,416)
(Increase) in merchandise inventories (279,786) (362,024)
(Increase) in prepaid expenses (36,270) (18,083)
Increase in accounts payable 56,397 43,019
Increase in accrued expenses
and other current liabilities 12,547 11,644
(Decrease) in income taxes payable (25,502) (40,145)
Increase (Decrease) in deferred income taxes (2,934) 2,730
--------- ---------
Net cash (used in) operating activities (57,309) (214,667)
--------- ---------

Cash flows from investing activities:
Property additions (94,235) (80,966)
Proceeds from sale of other assets 8,338 -
Proceeds adjustment for sale of Chadwick's - (28,805)
--------- ---------
Net cash (used in) investing activities (85,897) (109,771)
--------- ---------

Cash flows from financing activities:
Proceeds from borrowings of short-term debt 6,613 7,966
Principal payments on long-term debt (1,080) (10,579)
Common stock repurchased (194,486) (45,580)
Proceeds from sale and issuance of common
stock, net 7,340 4,469
Cash dividends (21,533) (22,789)
--------- ---------
Net cash (used in) financing activities (203,146) (66,513)
--------- ---------

Net cash (used in) continuing operations (346,352) (390,951)
Net cash provided by discontinued operations - 54,451
--------- ---------
Net (decrease) in cash and cash equivalents (346,352) (336,500)

Cash and cash equivalents at beginning of year 404,369 474,732
--------- ---------

Cash and cash equivalents at end of period $ 58,017 $ 138,232
========= =========

The accompanying notes are an integral part of the financial statements.
6


PAGE 6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
-------------------------------------

Thirteen Weeks (Second Quarter) and Twenty-Six Weeks Ended August 1, 1998
Versus Thirteen Weeks and Twenty-Six Weeks Ended July 26, 1997
--------------------------------------------------------------

Net sales from continuing operations for the second quarter were $1,864.2
million, up 10% from $1,698.4 million last year. For the six months, net sales
from continuing operations were $3,640.0 million, up 12% from $3,258.5 million
for the same period last year. The increase in sales is primarily attributable
to an increase in same store sales and new stores. Same store sales for the
second quarter increased by 6% at T.J. Maxx, 7% at Marshalls, 17% at Winners, 6%
at HomeGoods and 13% at T.K. Maxx. Same store sales for the six months increased
by 6% at T.J. Maxx, 8% at Marshalls, 14% at Winners, 7% at HomeGoods and 10% at
T.K. Maxx.

Net income for the second quarter was $84.9 million, or $.25 per common share
(diluted) versus $52.6 million, or $.15 per common share. For the six months,
net income was $172.6 million, or $.51 per common share versus $101 million, or
$.28 per common share.

The following table sets forth operating results expressed as a percentage of
net sales:

Percentage of Net Sales
--------------------------------------
13 Weeks Ended 26 Weeks Ended
---------------- ------------------
8/1/98 7/26/97 8/1/98 7/26/97
------ ------- ------ -------

Net sales 100.0% 100.0% 100.0% 100.0%
----- ----- ----- -----
Cost of sales, including buying
and occupancy costs 76.1 77.9 75.5 77.5
Selling, general and administrative
expenses 16.2 16.7 16.5 17.1
Interest expense, net .1 .1 .1 .1
----- ----- ----- -----
Income before income taxes 7.6% 5.3% 7.9% 5.3%
===== ===== ===== =====

Cost of sales, including buying and occupancy costs as a percent of net sales,
decreased in both periods from the prior year. The improvement in both periods
reflects improved merchandise margins, particularly at T.J. Maxx and Marshalls
resulting from strong inventory management and strong growth in sales.

Selling, general and administrative expenses, as a percentage of net sales
decreased in both periods from the prior year. The improvement in this ratio is
primarily due to the strong sales performance.

Interest expense, net, includes income of $5.0 million in the second quarter and
$10.9 million in the first six months of the current year, versus interest
income of $5.3 million and $11.4 million for the quarter and six months ended
last year. Gross interest expenses decreased due to the early write-off of
deferred financing costs associated with the Company's replacement, in September
1997, of its former revolving credit agreement, as well as the benefit of
reduced fees associated with the new agreement.
7


PAGE 7

The Company's effective income tax rate is 39.8% for the quarter ended and six
months ended August 1, 1998 versus 41.4% and 41.5% for the second quarter and
six months ended last year, respectively. This reduction is due to a lower
effective state income tax rate, the impact of foreign operations and a
favorable tax benefit associated with a charitable donation of appreciated
property.

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
------------------------ -------------------------
August 1, July 27, August 1, July 26,
1998 1997 1998 1997
---------- ---------- ---------- ----------
Net sales:
Off-price family
apparel stores $1,837,419 $1,677,034 $3,587,884 $3,216,791
Off-price home
fashion stores 26,817 21,338 52,199 41,731
---------- ---------- ---------- ----------
$1,864,236 $1,698,372 $3,640,083 $3,258,522
========== ========== ========== ==========

Operating income (loss):
Off-price family
apparel stores $ 157,470 $ 110,369 $ 324,831 $ 216,572
Off-price home
fashion stores (2,246) (3,706) (4,502) (6,539)
---------- ---------- ---------- ----------
155,224 106,663 320,329 210,033

General corporate expense 12,158 14,686 30,859 33,610
Goodwill amortization 652 654 1,305 1,307
Interest expense, net 1,425 1,545 1,383 2,400
---------- ---------- ---------- ----------

Income before
income taxes $ 140,989 $ 89,778 $ 286,782 $ 172,716
========== ========== ========== ==========

The off-price family apparel stores segment, T.J. Maxx, Marshalls, Winners, T.K.
Maxx and A.J. Wright, significantly increased its operating income for both the
second quarter and six months. These results reflect strong inventory management
and the strong sales performance. The decline in general corporate expense in
both periods reflects higher charges in the prior year associated with a
deferred compensation award (initially denominated in shares of the Company's
common stock), granted to the Company's Chief Executive Officer in the first
quarter of fiscal 1998.

Stores in operation at the end of the period are as follows:

August 1, 1998 July 26, 1997
-------------- -------------

T.J. Maxx 593 578
Marshalls 464 453
Winners 81 68
HomeGoods 25 21
T.K. Maxx 35 21
8


PAGE 8

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.

In February 1998, the Company completed its $250 million stock buyback program
initiated in June 1997, and announced its intention to purchase an additional
$250 million of the Company's common stock. During the first six months ended
August 1, 1998, the Company repurchased a combined total of 8,387,000 shares
(adjusted for the June 1998 stock split) at a cost of $194.5 million.

On April 8, 1998, 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 2, 1998, the Company's shareholders approved the increase
making the two-for-one stock split effective. The split was distributed on June
25, 1998 to shareholders of record on June 11, 1998 and resulted in the issuance
of 158.9 million shares of common stock. All historical earnings per share
amounts have been restated to reflect the two-for-one stock split as well as the
two-for-one stock split distributed in June 1997.

The following table (unaudited) sets forth the shareholders' equity
transactions for the six months ended August 1, 1998: (Dollars In Millions)

Prfd Common
Stock Stock Add'l
Face Par Paid-In Retained
Value Value Capital Earnings Total
------- ------ ------- -------- --------

Balance, January 31, 1998 $72.7 $159.9 $ 202.0 $729.4 $1,164.0

Net income - - - 172.6 172.6

Cash dividends:
Preferred - - - (2.5) (2.5)
Common - - - (19.0) (19.0)

Conversion of Series E
cumulative convertible
preferred stock into common (9.5) 1.0 8.5 - -

Common stock repurchased - (5.7) (118.6) (70.2) (194.5)

Stock split - 158.9 (96.3) (62.6) -

Issuance of common
stock under stock
incentive plan - .7 7.7 - 8.4

Comprehensive income (loss) - - (3.3) (1.9) (5.2)
----- ------ ------- ------ --------

Balance, August 1, 1998 $63.2 $314.8 $ - $745.8 $1,123.8
===== ====== ======= ====== ========
9


Page 9

The Company has developed plans to address issues related to the impact on its
computer systems of the year 2000. Financial and operational systems have been
assessed and plans have been developed, to address systems modification
requirements. The Company expects to spend an aggregate of approximately $12
million on conversion costs in fiscal years 1998 through 2000. The Company has
spent approximately $6 million on conversion costs to date. There can be no
guarantee that a failure to resolve a year 2000 issue by the Company or a third
party whose systems may interface with the Company, would not have a material
effect on the Company.
10


PAGE 10

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. Certain amounts in prior period
financial statements have been reclassified for comparative purposes.

3. The Company's cash payments for interest and income taxes are as
follows: (In Thousands)

Twenty-Six Weeks Ended
-----------------------
August 1, July 26,
1998 1997
--------- --------
Cash paid for:
Interest $ 12,013 $ 14,259
Income taxes $143,051 $109,524

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. 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 on September 30, 1995. 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.
11


Page 11

5. In February 1998, the Company completed its $250 million stock buyback
program initiated in June 1997, and announced its intention to purchase an
additional $250 million of the Company's common stock. During the first six
months ended August 1, 1998, the Company repurchased a combined total of
8,387,000 shares (adjusted for the June 1998 stock split) at a cost of $194.5
million

6. On April 8, 1998, 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 2, 1998, the Company's shareholders approved
the increase making the two-for-one stock split effective. The split was
distributed on June 25, 1998 to shareholders of record on June 11, 1998 and
resulted in the issuance of 158.9 million shares of common stock. All
historical earnings per share amounts have been restated to reflect the
two-for-one stock split as well as the two-for-one stock split distributed in
June 1997.

7. The computation of basic and diluted earnings per share is as follows:

For The Thirteen Weeks Ended August 1, July 26,
---------------------------- 1998 1997
------------ ------------
($'s in thousands except per share amounts)

Net income (Numerator in diluted calculation) $ 84,876 $ 52,578
Less preferred dividends 1,238 4,601
------------ ------------
Net income available to common shareholders
(Numerator in basic calculation) $ 83,638 $ 47,977
============ ============

Shares for basic and diluted earnings per
share calculations:
Average common shares outstanding for
basic EPS 317,367,085 319,231,612
Dilutive effect of stock options and awards 5,721,400 3,934,092
Dilutive effect of convertible
preferred stock 14,048,540 31,918,782
------------ ------------
Average common shares outstanding
for diluted EPS 337,137,025 355,084,486
============ ============

Basic earnings per share $ 0.26 $ 0.15
Diluted earnings per share $ 0.25 $ 0.15
12


PAGE 12

For The Twenty-Six Weeks Ended August 1, July 26,
------------------------------ 1998 1997
------------ ------------
($'s in thousands except per share amounts)

Net income (Numerator in diluted calculation) $ 172,643 $ 101,039
Less preferred dividends 2,488 7,226
------------ ------------
Net income available to common shareholders
(Numerator in basic calculation) $ 170,155 $ 93,813
============ ============

Shares for basic and diluted earnings per
share calculations:
Average common shares outstanding for
basic EPS 318,350,224 318,924,242
Dilutive effect of stock options and awards 5,862,259 3,598,598
Dilutive effect of convertible
preferred stock 14,742,915 32,153,724
------------ ------------
Average common shares outstanding
for diluted EPS 338,955,398 354,676,564
============ ============

Basic earnings per share $ 0.53 $ 0.29
Diluted earnings per share $ 0.51 $ 0.28
============ ============

8. The Company adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income (SFAS No. 130), in the first quarter ended May
2, 1998. The components of other comprehensive income for the Company
generally include foreign currency translation adjustments of its foreign
subsidiaries (including related hedging activity) and unrealized gains and
losses on marketable securities. Restatement of prior period information is
required. The computation of comprehensive income follows: (In Thousands)

Thirteen Weeks Ended Twenty-Six Weeks Ended
--------------------- -----------------------
August 1, July 26, August 1, July 26,
1998 1997 1998 1997
--------- -------- --------- --------

Net income $84,876 $52,578 $172,643 $101,039
Other comprehensive
income (loss) net of
reclassification
adjustments (1,372) (3,556) (5,178) (3,824)
------- ------- -------- --------
Total comprehensive
income $83,504 $49,022 $167,465 $ 97,215
======= ======= ======== ========

Cumulative other comprehensive income (loss) is as follows: (In
Thousands)

August 1, January 31, July 26,
1998 1998 1997
--------- ----------- --------
Cumulative other comprehensive
income (loss) $(1,862) $3,316 $(952)
======= ====== =====
13


PAGE 13

Cumulative comprehensive income (loss) has historically been included as a
component of additional paid-in capital. As a result of equity transactions
during the second quarter, which have eliminated the balance of additional
paid-in capital, cumulative comprehensive income (loss) was reclassified to
retained earnings.

9. During 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting
for Derivative Instruments and Hedging Activities". This Statement
established accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. This statement requires
that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. The Company is currently evaluating the
effects of this change on its current reporting of derivative instruments
and hedging activities.
14


PAGE 14

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 2, 1998 (during the period covered by
this report) was provided in the Company's Quarterly Report on Form
10-Q for the quarter ended May 2, 1998.

Item 5 OTHER INFORMATION

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Proposals of stockholders submitted for consideration at the 1999
annual meeting of stockholders must be received by the Company no
later than December 28, 1998 in order to be considered for inclusion
in the Company's proxy materials for that meeting.

Under recent changes to the Federal proxy rules and the Company's
By-Laws, if a stockholder who wishes to present a proposal at the
Company's 1999 annual meeting that will not be included in the
Company's proxy statement fails to notify the Company by January 25,
1999, then the proxies that management solicits for the 1999 annual
meeting will include discretionary authority to vote on the
stockholder's proposal, if it is properly brought before the meeting.
Under the Company's By-Laws, such a proposal would not be properly
brought before the meeting because it would not satisfy the advance
notice procedure contained in the Company's By-Laws with respect to
stockholder nomination of candidates for election as directors and
other stockholder proposals (whether or not such proposals are to be
included in the Company's proxy material). A notice regarding
stockholder nominations for director or other stockholder proposals
must be received by the Secretary of the Company not less than 90 days
prior to the first date of mailing of the Company's proxy materials
for the last annual meeting. Accordingly, with respect to the 1999
Annual Meeting, the notice must be received by the Secretary of the
Company by January 25, 1999. The stockholder submitting the nomination
or proposal must satisfy certain requirements including providing a
notice containing specified information concerning the persons to be
nominated or the proposal being made and the stockholder submitting
the nomination or proposal, all as set forth in the By-Laws. The
presiding officer of the meeting shall refuse to acknowledge any
director nomination or other stockholder proposal not made in
compliance with such advance notice requirements.

Item 6(a) EXHIBITS

3.1 The By-Laws of the Company, as amended, are filed herewith.

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 August 1, 1998.
15


PAGE 15



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 14, 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.