TJ Maxx 2003 Annual Report Download

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FORM 10−K
TJX COMPANIES INC /DE/ − TJX
Filed: March 31, 2004 (period: January 31, 2004)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10âˆ'K TJX COMPANIES INC /DE/ âˆ' TJX Filed: March 31, 2004 (period: January 31, 2004) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ... Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Disagreements on Accounting and Financial Disclosure Item 9A. Controls and Procedures PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors and Executive Officers of the Registrant Executive Compensation Security...

  • Page 3
    EXâˆ'32.1 EXâˆ'32.2

  • Page 4
    ...4908 The TJX Companies, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 770 Cochituate Road Framingham, Massachusetts (Address of principal executive offices) Registrant's telephone number, including area code (508...

  • Page 5
    ... about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Disagreements on Accounting and Financial Disclosure Item 9A. Controls and Procedures PART III Item 10. Directors and Executive Officers of the Registrant Item 11. Executive Compensation Item 12. Security Ownership...

  • Page 6
    ... management systems and distribution networks and • financial strength and an excellent credit rating. As an offâˆ'price retailer, we offer fineâˆ'quality, name brand and designer family apparel and home fashions every day at substantial savings from comparable department and specialty store...

  • Page 7
    ... 20%âˆ'60% below department and specialty store regular prices. Both chains offer family apparel, accessories, giftware and home fashions. T.J. Maxx also offers women's shoes and fine jewelry, while Marshalls also offers a fullâˆ'line footwear department and a larger men's department. In fiscal 2004...

  • Page 8
    ... can operate approximately 1,800 stores in the United States and Puerto Rico. HOMEGOODS HomeGoods is our offâˆ'price retail chain that focuses exclusively on the home fashions market. HomeGoods offers a broad array of giftware, accent furniture, lamps, rugs, accessories and seasonal merchandise for...

  • Page 9
    ...price strategies employed by T.J. Maxx, Marshalls and Winners and offers the same type of merchandise. We currently operate 147 T.K. Maxx stores in the United Kingdom and Ireland. T.K. Maxx stores average approximately 27,000 square feet. T.K. Maxx has been successfully expanding its selling square...

  • Page 10
    ...Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Puerto Rico Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia...

  • Page 11
    ... credit receivables, a TJX Visa card is offered through a major bank for our domestic offâˆ'price divisions. The rewards program associated with this card is partially funded by TJX. BUYING AND DISTRIBUTION We operate a centralized buying organization that services both the T.J. Maxx and Marshalls...

  • Page 12
    ... of desirable store and distribution center locations on suitable terms. • Factors affecting our recruitment and employment of associates including our ability to recruit, develop and retain quality sales associates and management personnel in adequate numbers; labor contract negotiations; and...

  • Page 13
    ... information for office space represents total space occupied: Distribution Centers T.J. Maxx Worcester, Massachusetts Evansville, Indiana Las Vegas, Nevada Charlotte, North Carolina Pittston Township, Pennsylvania (500,000 s.f. - owned) (983,000 s.f. - owned) (713,000 s.f. shared with Marshalls...

  • Page 14
    ...well as the gross square footage of stores and distribution centers, by division, as of January 31, 2004. Total Square Feet Average Store Size Distribution Centers (In Thousands) Stores T.J. Maxx Marshalls Winners (1) HomeSense (2) HomeGoods (3) T.K. Maxx A.J. Wright Bob's Stores Total 30,000 31...

  • Page 15
    ... Stores Division, 1987 to 1988; Vice President and Corporate Controller of TJX, 1985 to 1987; various financial positions with TJX, 1973 to 1985. Chief Executive Officer of TJX since 2000 and President and Director of TJX since 1999. Chairman of The Marmaxx Group since 2000. Chief Operating Officer...

  • Page 16
    ... Related Security Holder Matters, Issuer Repurchases of Equity Securities Price Range of Common Stock The following per share data reflects the twoâˆ'forâˆ'one stock split distributed in May 2002. TJX's common stock is listed on the New York Stock Exchange (Symbol: TJX). The quarterly high and low...

  • Page 17
    ...' equity Other financial data: Afterâˆ'tax return on average shareholders' equity Total debt as a percentage of total capitalization(2) Stores in operation at yearâˆ'end: T.J. Maxx Marshalls Winners T.K. Maxx HomeGoods A.J. Wright HomeSense Bob's Stores Total Selling square footage at yearâˆ'end...

  • Page 18
    ... annual earnings per share growth will be driven by revenue growth from our new store openings along with increases in same store sales, maintaining steady profit margins, and the benefit from our share repurchase program. The execution of our buying strategies and disciplined inventory management...

  • Page 19
    .... Successful execution of our inventory and merchandising strategies and buying closer to need led to this improvement. The improvement in this ratio in fiscal 2004 was partially offset by higher store occupancy costs as a percentage of sales due to lowerâˆ'thanâˆ'planned same store sales growth and...

  • Page 20
    ...the tax benefit for payment of executive retirement benefits in exchange for the termination of splitâˆ'dollar arrangements as described in Note I to the consolidated financial statements. This improvement in the effective tax rate was completely offset by the effect of increases in state income tax...

  • Page 21
    ... costs, due in part to lower attrition, also reduced the segment profit margin in fiscal 2003. New stores for Marmaxx in both fiscal 2004 and 2003 performed above expectations. We added a net of 76 new stores in fiscal 2004 and increased total selling square footage by 6%. We expect to open a net...

  • Page 22
    ... the year. HomeSense net sales were 10% of this group's total net sales in fiscal 2004 and 7% of total net sales in fiscal 2003. We added 14 Winners stores and 10 HomeSense stores in fiscal 2004, and expanded selling square footage in Canada by 14%. In fiscal 2004, Winners also opened its first...

  • Page 23
    ...profit margins were up significantly as we saw improvements in merchandising, inventory management, store operations and distribution. We opened a net of 40 HomeGoods stores in fiscal 2004, a 28% increase, and increased selling square footage by 25%. In fiscal 2005, we plan on adding a net of 40 new...

  • Page 24
    ... the costs of the corporate office, including the compensation and benefits for senior corporate management; payroll and operating costs of the nonâˆ'divisional departments for accounting and budgeting, internal audit, treasury, investor relations, tax, risk management, legal, human resources and...

  • Page 25
    ... of the California lawsuits, and higher accruals for property additions, payroll and benefits, merchandise credits and occupancy costs. Operating cash flows for fiscal 2004 and fiscal 2003 were favorably impacted by additional deferred tax benefits related to payments against the discontinued...

  • Page 26
    ... financial statements, we have rarely had a claim with respect to assigned or guaranteed leases, and accordingly, we do not expect that such leases will have a material adverse effect on our financial condition, results of operations or cash flows. We do not generally have sufficient information...

  • Page 27
    .... We may pay the purchase price in cash, our stock, or a combination of the two. If the holders exercise this option, we expect to fund the payment with cash, financing from our shortâˆ'term credit facility, new longâˆ'term borrowings, or a combination thereof. At the earlier put date of February 13...

  • Page 28
    ...employee stock options. These stock option exercises also provided tax benefits of $13.6 million in fiscal 2004, $11.8 million in fiscal 2003, and $30.6 million in fiscal 2002. These benefits are included in cash provided by operating activities. We traditionally have funded our seasonal merchandise...

  • Page 29
    ... for merchandise; purchase orders for capital expenditures, supplies and other operating needs; commitments under contracts for maintenance needs and other services; and commitments under a limited number of executive employment agreements. We excluded long term agreements for services and operating...

  • Page 30
    ... longâˆ'term rate of return on pension plan assets to 8% from 9% which increased net pension expense for fiscal 2003 by approximately $2 million. Accounting for taxes: We are continuously under audit by the United States federal, state, local or foreign tax authorities in the areas of income taxes...

  • Page 31
    .... Market Risk We are exposed to foreign currency exchange rate risk on our investment in our Canadian (Winners and HomeSense) and European (T.K. Maxx) operations. As more fully described in Notes A and D to the consolidated financial statements, we hedge a significant portion of our net investment...

  • Page 32
    ... participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13aâˆ'14 and 15dâˆ'14 of the Securities Exchange Act of 1934...

  • Page 33
    ... of Contents PART III Item 10. Directors and Executive Officers of the Registrant TJX will file with the Securities and Exchange Commission a definitive proxy statement no later than 120 days after the close of its fiscal year ended January 31, 2004. The information required by this Item and not...

  • Page 34
    ... 10% of the total assets of TJX and its subsidiaries on a consolidated basis. TJX agrees to furnish to the Securities and Exchange Commission copies of each such instrument not otherwise filed herewith or incorporated herein by reference. Fiveâˆ'Year Revolving Credit Agreement dated as of March 26...

  • Page 35
    ... the fiscal year ended January 25, 2003. Amendment No. 4 to the 364âˆ'Day Revolving Credit Agreement dated March 17, 2004 is filed herewith. The Employment Agreement dated as of June 3, 2003 between Edmond J. English and the Company is incorporated herein by reference to Exhibit 10.1 to the Form 10...

  • Page 36
    ...Indemnification Agreement between TJX and each of its officers and directors is incorporated herein by reference to Exhibit 10(r) to the Form 10âˆ'K filed for the fiscal year ended January 27, 1990.* The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company is...

  • Page 37
    ... filed herewith. Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanesâˆ'Oxley Act of 2002 is filed herewith. Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanesâˆ'Oxley Act of 2002 is filed herewith. * Management contract...

  • Page 38
    ... capacities and on the date indicated. /s/ EDMOND J. ENGLISH Edmond J. English, President and Principal Executive Officer and Director /s/ JEFFREY G. NAYLOR Jeffrey G. Naylor, Senior Executive Vice President - Finance, Principal Financial and Accounting Officer RICHARD G. LESSER* Richard G. Lesser...

  • Page 39
    ... 26, 2002 Report of Independent Auditors Consolidated Financial Statements: Consolidated Statements of Income for the fiscal years ended January 31, ...Consolidated Statements of Cash Flows for the fiscal years ended January 31, 2004, January 25, 2003 and January 26, 2002 Consolidated Statements of ...

  • Page 40
    ... our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders' equity and cash flows present fairly, in all material respects, the financial position of The TJX Companies, Inc. and its subsidiaries at January 31, 2004 and January 25, 2003...

  • Page 41
    ... of Contents THE TJX COMPANIES, INC. CONSOLIDATED STATEMENTS OF INCOME Fiscal Year Ended January 31, 2004 January 25, 2003 (Amounts in thousands except per share amounts) (53 weeks) January 26, 2002 Net sales Cost of sales, including buying and occupancy costs Selling, general and administrative...

  • Page 42
    ... 25, 2003 ASSETS Current assets: Cash and cash equivalents Accounts receivable, net Merchandise inventories Prepaid expenses and other current assets Current deferred income taxes, net Total current assets Property at cost: Land and buildings Leasehold costs and improvements Furniture, fixtures and...

  • Page 43
    ... operations, net of income taxes Depreciation and amortization Property disposals Tax benefit of employee stock options Amortization of unearned stock compensation Deferred income tax provision Changes in assets and liabilities: (Increase) in accounts receivable (Increase) in merchandise inventories...

  • Page 44
    ...unearned stock compensation Issuance of common stock under stock incentive plans and related tax benefits Common stock repurchased Balance, January 25, 2003 Comprehensive income: Net income Gain due to foreign currency translation adjustments (Loss) on hedge contracts Total comprehensive income Cash...

  • Page 45
    ...be those relating to inventory valuation, retirement obligations, accounting for taxes and reserves for discontinued operations. Actual amounts could differ from those estimates. Revenue Recognition: TJX records revenue at the time of sale and receipt of merchandise by the customer, net of a reserve...

  • Page 46
    ... the shares with the excess over par added to APIC. Income tax benefits due to the exercise of stock options are also added to APIC and included with the proceeds received from the option exercise. The income tax benefits are included in cash flows from operating activities in the statements of cash...

  • Page 47
    ... FINANCIAL STATEMENTS - (Continued) January 31, 2004 January 25, 2003 (In thousands except per share amounts) January 26, 2002 (53 weeks) Net income, as reported Add: Stockâˆ'based employee compensation expense included in reported net income, net of related tax effects Deduct: Total stock...

  • Page 48
    ...acquisition of the Marshalls chain, and to the name "Bob's Stores" acquired by TJX in December 2003 when we acquired substantially all of the assets of Bob's Stores as discussed in Note B. These values were determined by the discounted present value of assumed afterâˆ'tax royalty payments, offset by...

  • Page 49
    ...share amounts reflect the May 2002 twoâˆ'forâˆ'one stock split. Foreign Currency Translation: TJX's foreign assets and liabilities are translated at the fiscal year end exchange rate. Activity of the foreign operations that affect the statements of income and cash flows are translated at the average...

  • Page 50
    Table of Contents THE TJX COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) hedged our foreign operations and that have been recorded in other comprehensive income amounted to a loss of $35.0 million, net of related tax effects of $23.3 million as of January 31, 2004 and ...

  • Page 51
    ... 30 Bob's Stores locations, its Meriden, Connecticut office and warehouse lease, along with specified operating contracts and customer, vendor and employee obligations. The purchase price, which is net of proceeds received from a third party, amounted to $57.6 million. The acquisition was accounted...

  • Page 52
    ...THE TJX COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) C. Longâˆ'Term Debt and Credit Lines The table below presents longâˆ'term debt, exclusive of current installments, as of January 31, 2004 and January 25, 2003. All amounts are net of unamortized debt discounts. Capital...

  • Page 53
    ... issue discount. We may pay the purchase price in cash, TJX stock or a combination of the two. If the holders exercise their put options, we expect to fund the payment with cash, financing from our shortâˆ'term credit facility, new longâˆ'term borrowings or a combination thereof. At the put date on...

  • Page 54
    ... swaps apply, was approximately 5.30%. Foreign Currency Contracts: TJX enters into forward foreign currency exchange contracts to obtain an economic hedge on firm U.S. dollar and Euro merchandise purchase commitments made by its foreign subsidiaries, T. K. Maxx (United Kingdom) and Winners (Canada...

  • Page 55
    ... occupancy costs. The income statement impact of all other foreign currency contracts is reported as a component of selling, general and administrative expenses. Following is a summary of TJX's derivative financial instruments and related fair values, outstanding at January 31, 2004: Pay Receive...

  • Page 56
    ... COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) TJX's forward foreign currency exchange and swap contracts require us to make payments of certain foreign currencies for receipt of U.S. dollars, Canadian dollars or Euros. All of these contracts except the contracts relating...

  • Page 57
    ... three years after the grant date. Outstanding options granted to directors become fully exercisable one year after the date of grant. A summary of the status of TJX's stock options and related Weighted Average Exercise Prices ("WAEP") is presented below (shares in thousands): January 31, 2004...

  • Page 58
    ...TJX COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table summarizes information about stock options outstanding as of January 31, 2004 (shares in thousands): Options Outstanding Weighted Average Remaining Contract Life Weighted Average Exercise Price Options...

  • Page 59
    ...268 .97 The weighted average common shares for the diluted earnings per share calculation exclude the incremental effect related to outstanding stock options, the exercise price of which is in excess of the related fiscal year's average price of TJX's common stock. Such options are excluded because...

  • Page 60
    ... TJX COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) H. Income Taxes The provision for income taxes includes the following: Fiscal Year Ended January 31, 2004 January 25, 2003 (In thousands) (53 weeks) January 26, 2002 Current: Federal State Foreign Deferred: Federal State...

  • Page 61
    ... of the tax benefit for payment of executive retirement benefits in exchange for the termination of splitâˆ'dollar arrangements described in Note I. I. Pension Plans and Other Retirement Benefits Pension: TJX has a funded defined benefit retirement plan covering the majority of its fullâˆ'time...

  • Page 62
    ... TJX COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Presented below is financial information relating to TJX's funded defined benefit retirement plan (Funded Plan) and its unfunded supplemental pension plan (Unfunded Plan) for the fiscal years indicated. The valuation date...

  • Page 63
    ... allocation of plan assets as of the valuation date for the fiscal years presented: Actual Allocation for Fiscal Year Ended Target Allocation January 31, 2004 January 25, 2003 Equity securities Fixed income All other - primarily cash 60% 40% - 62% 32% 6% 40% 31% 29% We employ a total return...

  • Page 64
    ... to fund life insurance policies on a soâˆ'called splitâˆ'dollar basis in exchange for a waiver of all or a portion of the executives' retirement benefits under TJX's supplemental retirement plan. The arrangements were designed so that the afterâˆ'tax cash expenditures by TJX on the policies, net of...

  • Page 65
    ...âˆ'tax cost of the retirement benefit earned under the supplemental retirement plan. The Company has a contingent obligation of $1.2 million in connection with an indemnification clause relating to one executive's potential tax liability. TJX also sponsors an employee savings plan under Section 401...

  • Page 66
    ... and life insurance benefits to employees who participate in our retirement plan and who retire at age 55 or older with ten or more years of service. The valuation date for the plan is as of December 31 prior to the fiscal year end date. Presented below is certain financial information relating to...

  • Page 67
    ... 25, 2003 (Dollars in thousands) (53 weeks) January 26, 2002 Service cost Interest cost Amortization of prior service cost Recognized actuarial losses Net periodic benefit cost Weighted average assumptions for expense purposes: Discount rate Rate of compensation increase $ 3,259 2,171 332 68...

  • Page 68
    ... the costs associated with Marshalls were a component of the allocation of the purchase price. This reserve also includes activity relating to the closing of three T.K. Maxx stores in the Netherlands, as well as several HomeGoods stores. Following is a summary of activity in the store closing and...

  • Page 69
    ... liability after mitigation of the number and cost of lease obligations. Mitigating factors include assignments to third parties, lease terminations, expirations, subleases, buyouts, modifications and other actions, legal defenses and use by TJX for its store opening program. At January 31, 2004...

  • Page 70
    ..., 2003, respectively, is included in other assets on the balance sheets. O. Segment Information The T.J. Maxx and Marshalls store chains are managed on a combined basis and are reported as the Marmaxx segment. The Winners and HomeSense chains are also managed on a combined basis and operate Fâˆ'32

  • Page 71
    ... FINANCIAL STATEMENTS - (Continued) exclusively in Canada. T.K. Maxx operates in the United Kingdom and the Republic of Ireland. Winners and T.K. Maxx accounted for 16% of TJX's net sales for fiscal 2004, 14% of segment profit and 17% of all consolidated assets. All of our other store chains operate...

  • Page 72
    ... THE TJX COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Fiscal Year Ended January 31, 2004 January 25, 2003 (In thousands) (53 weeks) January 26, 2002 Identifiable assets: Marmaxx Winners and HomeSense T.K. Maxx HomeGoods A.J. Wright Bob's Stores(1) Corporate(2) $ 2,677...

  • Page 73
    ...(1) (2) Gross earnings equal net sales less cost of sales, including buying and occupancy costs. The fourth quarter of fiscal 2004 includes fourteen weeks. The sum of quarterly EPS amounts may not equal the full year amount since the computations of the weighted average shares outstanding for each...

  • Page 74
    ... 10% of the total assets of TJX and its subsidiaries on a consolidated basis. TJX agrees to furnish to the Securities and Exchange Commission copies of each such instrument not otherwise filed herewith or incorporated herein by reference. Fiveâˆ'Year Revolving Credit Agreement dated as of March 26...

  • Page 75
    ...Indemnification Agreement between TJX and each of its officers and directors is incorporated herein by reference to Exhibit 10(r) to the Form 10âˆ'K filed for the fiscal year ended January 27, 1990.* The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company is...

  • Page 76
    ...'s subsidiaries is filed herewith. Consents of Independent Accountants: The Consent of PricewaterhouseCoopers LLP is filed herewith. Power of Attorney: The Power of Attorney given by the Directors and certain Executive Officers of TJX is filed herewith. Certification Statement of Chief Executive...

  • Page 77
    ...DAY REVOLVING CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO THE 364âˆ'DAY REVOLVING CREDIT AGREEMENT (the "Amendment") is made as of March 17, 2004 by and among THE TJX COMPANIES, INC. (the "Borrower"), the financial institutions listed on the signature pages hereof (the "Lenders"), THE BANK OF NEW YORK...

  • Page 78
    ... have agreed to renew and amend the Credit Agreement on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby...

  • Page 79
    ... following: "Payment Office" means the principal office of the Administrative Agent in New York, New York, located on the date hereof at One Wall Street, New York, New York 10286 or such other office of the Administrative Agent as the Administrative Agent may from time to time designate by written...

  • Page 80
    ..." means Union Bank of California. 1.12 Section 2.10(b)(ii) of the Credit Agreement is hereby amended by deleting "9:45 a.m. (Chicago time)" where it appears and replacing it with "10:45 a.m. (New York time)." 1.13 Sections 5.4 and 5.5 of the Credit Agreement are hereby amended by deleting the date...

  • Page 81
    ... the officers, identified by name and title, of each such Credit Party authorized to execute this Amendment and the other Loan Documents; and (f) a copy of the certificate of good standing, existence or its equivalent certified as of a recent date by the appropriate government authority of the state...

  • Page 82
    ... and the Credit Agreement as previously executed and as amended hereby, constitute legal, valid and binding obligations of the Borrower and the Subsidiaries parties thereto and are enforceable against the Borrower and the Subsidiaries parties thereto in accordance with their terms (except as...

  • Page 83
    ... WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS....10. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said ...

  • Page 84
    IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written. THE TJX COMPANIES, INC., as the Borrower By: /s/ Mary B. Reynolds Name: Mary B. Reynolds Title: Vice President âˆ' Finance, Treasurer

  • Page 85
    THE BANK OF NEW YORK, as successor Administrative Agent, as a resigning Syndication Agent and as a Lender By: /s/ Johna M. Fidanza Name: Johna M. Fidanza Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 86
    BANK ONE, NA (Main Office Chicago), as resigning Administrative Agent and as a Lender By: /s/ Marion Church Name: Marion Church Title: Associate SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 87
    FLEET NATIONAL BANK, as a resigning Syndication Agent and as a Lender By: /s/ Linda Alto Name: Linda Alto Title: Director SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 88
    BANK OF AMERICA, N.A., as a successor Syndication Agent, as a resigning Documentation Agent and as a Lender By: /s/ Amy Honey Name: Amy Honey Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 89
    JPMORGAN CHASE BANK, as a successor Syndication Agent, as a resigning Documentation Agent and as a Lender By: /s/ John A. Francis Name: John A. Francis Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 90
    FIFTH THIRD BANK, as a Lender By: /s/ Brooke Balcom Name: Brooke Balcom Title: Relationship Manager SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 91
    UNION BANK OF CALIFORNIA, N.A., as a successor Documentation Agent and as a Lender By: /s/ Theresa L. Rocha Name: Theresa Rocha Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 92
    KEY BANK NATIONAL ASSOCIATION, as a successor Documentation Agent and as a Lender By: /s/ David J. Wechter Name: David J. Wechter Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 93
    PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Donald V. Davis Name: Donald V. Davis Title: Managing Director SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 94
    ... Name: Thomas J. Tarasovich, Jr. âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' Title: Assistant Vice President âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 95
    ROYAL BANK OF SCOTLAND PLC, as a Lender By: /s/ Brian McInnes Name: Brian McInnes Title: Corporate Director SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 96
    ... Name: Thomas L. Bayer âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' Title: Vice President âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 97
    THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Todd S. Meller Name: Todd S. Meller Title: Managing Director SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 98
    ... Name: Todd Schects âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' Title: Assistant Vice President âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 99
    CITIZENS BANK OF MASSACHUSETTS, as a Lender By: /s/ Stephen F. Foley Name: Stephen F. Foley Title: Senior Vice President SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 100
    SOVEREIGN BANK, as a Lender By: /s/ Jesse Wong Name: Jesse Wong Title: Vice President SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 101
    ... Name: Caroline Gates âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' Title: Vice President âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ'âˆ' SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT AGREEMENT

  • Page 102
    ... hereby acknowledges receipt of a copy of the foregoing Amendment No. 4 to the 364âˆ'Day Revolving Credit Agreement dated as of March 26, 2002 by and among The TJX Companies, Inc. (the "Borrower"), the financial institutions from time to time party thereto (the "Lenders"), THE BANK OF NEW YORK ("BNY...

  • Page 103
    ...CORP. MARSHALL'S OF NEVADA, INC. By: /s/ Mary B. Reynolds Name: Mary B. Reynolds Title: Vice President âˆ' Treasurer CONCORD BUYING GROUP, INC. By: /s/ Mary B. Reynolds Name: Mary B. Reynolds Title: Vice President âˆ' Treasurer SIGNATURE PAGE TO AMENDMENT NO. 4 TO 364âˆ'DAY REVOLVING CREDIT...

  • Page 104
    ... Maxx NBC Card Services Ltd. STATE OR JURISDICTION OF INCORPORATION OR ORGANIZATION Massachusetts Delaware Massachusetts Indiana North Carolina Nevada Pennsylvania Pennsylvania Delaware Georgia Virginia Massachusetts Massachusetts Puerto Rico Minnesota California Maryland Virginia Texas Illinois...

  • Page 105
    EXHIBIT 21 OPERATING SUBSIDIARIES T.K. Maxx Ireland Concord Buying Group, Inc. AJW Merchants Inc. NBC Manager, LLC NBC Trust NBC Operating, LLC T.J. Maxx of CA, LLC T.J. Maxx of IL, LLC Marshalls of CA, LLC Marshalls of IL, LLC NYDS, LLC AJW South Bend Merchants, Inc. Bob's Stores Corp Bob's Conn....

  • Page 106
    ...35073, and 33âˆ'49747) of The TJX Companies, Inc. of our report dated February 24, 2004, except as to the amendment to the 364âˆ'day credit facility described in Note C which is as of March 19, 2004, relating to the financial statements, which appears in the Annual Report to Shareholders, which is...

  • Page 107
    ... /s/ Gary Crittenden Gary Crittenden, Director /s/ Gail Deegan Gail Deegan, Director /s/ Dennis F. Hightower Dennis F. Hightower, Director /s/ Jeffrey Naylor Jeffrey Naylor, Senior Executive Vice Presidentâˆ'Finance, Principal Financial and Accounting Officer /s/ Richard Lesser Richard Lesser...

  • Page 108
    ...whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. (b) Date: March 31, 2004 /s/ Edmond J. English Name: Edmond J. English Title: President and Chief Executive Officer

  • Page 109
    ..., that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. (b) Date: March 31, 2004 /s/ Jeffrey G. Naylor Name: Jeffrey G. Naylor Title: Senior Executive Vice President and Chief Financial Officer

  • Page 110
    ... the Company's Annual Report on Form 10âˆ'K for the fiscal year ended January 31, 2004 fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Edmond J. English Name: Edmond J. English Title: President and Chief Executive Officer Dated: March...

  • Page 111
    ... to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanesâˆ'Oxley Act of 2002, the undersigned, as Senior Executive Vice President and Chief Financial Officer of The TJX Companies, Inc. (the "Company"), does hereby certify that to my knowledge...