Item 15. Exhibits, Financial Statement Schedules

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Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statement Schedules

For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page F-1.

Schedule II – Valuation and Qualifying Accounts

In thousandsBalance Beginning of PeriodAmounts Charged to Net IncomeWrite-Offs Against ReserveBalance End of Period
Sales Return Reserve:
Fiscal Year Ended February 3, 2018$43,236$1,539,854$1,537,945$45,145
Fiscal Year Ended January 28, 2017$41,723$1,483,146$1,481,633$43,236
Fiscal Year Ended January 30, 2016$35,476$1,497,963$1,491,716$41,723
Casualty Insurance Reserve:
Fiscal Year Ended February 3, 2018$30,810$96,975$88,214$39,571
Fiscal Year Ended January 28, 2017$19,686$87,110$75,986$30,810
Fiscal Year Ended January 30, 2016$14,303$80,738$75,355$19,686

b) Exhibits

Listed below are all exhibits filed as part of this report. Some exhibits are filed by the Registrant with the Securities and Exchange Commission pursuant to Rule 12b-32 under the Exchange Act.

Exhibit No.Description of Exhibit
3(i).1Fourth Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 99.1 to the Form 8-A/A filed September 9, 1999. Certificate of Amendment of Fourth Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3(i) to the Form 10-Q filed for the quarter ended July 30, 2005.
3(ii).1By-laws of TJX, as amended, incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed on February 5, 2018.
4.1Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009, incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-3 filed on April 2, 2009 (File 333-158360).
4.2Third Supplemental Indenture dated as of May 2, 2013 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed on May 2, 2013.
4.3Fourth Supplemental Indenture dated as of June 5, 2014 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed on June 5, 2014.
4.4Indenture between The TJX Companies, Inc. and U.S. Bank National Association dated September 12, 2016, incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed on September 12, 2016.
4.5First Supplemental Indenture dated as of September 12, 2016 by and between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto, incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed on September 12, 2016.
10.1The Amended and Restated Employment Agreement dated January 29, 2016 between Carol Meyrowitz and TJX, incorporated herein by reference to Exhibit 10.1 to the Form 10-K filed for the fiscal year ended January 30, 2016.*
10.2The Amended and Restated Employment Agreement dated January 29, 2016 between Ernie Herrman and TJX, incorporated herein by reference to Exhibit 10.2 to the Form 10-K filed for the fiscal year ended January 30, 2016.*
10.3The Employment Agreement dated March 10, 2017 between and among Michael MacMillan, Winners Merchants International LP and TJX, incorporated herein by reference to Exhibit 10.4 to the Form 10-K filed for the fiscal year ended January 28, 2017. The Letter Agreement dated January 16, 2018 between Michael MacMillan and TJX, filed herewith.*
10.4The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX, filed herewith.*
10.5The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX, filed herewith.*
10.6The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX, filed herewith.*
10.7The Employment Agreement dated January 16, 2018 between Douglas Mizzi and TJX, filed herewith.*
10.8The Stock Incentive Plan (2013 Restatement), incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended May 4, 2013. The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016, incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended July 30, 2016. The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017, incorporated by reference to Exhibit 10.8 to the Form 10-K filed for the fiscal year ended January 28, 2017.*
10.9The Stock Incentive Plan Rules for U.K. Employees, as amended April 7, 2009, incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended July 31, 2010.*
10.10The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as amended and restated through June 1, 2004, incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended July 31, 2004.*
10.11The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2009, incorporated herein by reference to Exhibit 12.1 to the Form 10-Q filed for the quarter ended October 31, 2009. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2009, incorporated herein by reference to Exhibit 12.2 to the Form 10-Q filed for the quarter ended October 31, 2009.*
10.12The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 9, 2010, incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 30, 2010. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 9, 2010, incorporated herein by reference to Exhibit 10.19 to the Form 10-K filed for the fiscal year ended January 28, 2012.*
10.13The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012, incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 27, 2012. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012, incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 27, 2012.*
10.14The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013, incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended November 2, 2013. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2013, incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended November 2, 2013.*
10.15The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014, incorporated herein by reference to Exhibit 10.4 to the Form 10-Q filed for the quarter ended November 1, 2014. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014, incorporated herein by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter ended November 1, 2014.*
10.16The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015, incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended October 31, 2015. The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2015, incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended October 31, 2015.*
10.17The Form of Performance-Based Restricted Stock Award granted under the Stock Incentive Plan as of February 1, 2013, incorporated herein by reference to Exhibit 10.16 to the Form 10-K filed for the fiscal year ended February 2, 2013. The Form of Performance-Based Restricted Stock Award granted under the Stock Incentive Plan as of September 19, 2013, incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended November 2, 2013.*
10.18The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of April 2, 2013, incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended May 4, 2013.*
10.19The Form of Performance-Based Deferred Stock Award granted under the Stock Incentive Plan as of March 29, 2016, incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended April 30, 2016.*
10.20The Form of Performance-Based Deferred Stock award granted under the Stock Incentive Plan as of April 4, 2017, incorporated herein by reference to Exhibit 10.1 to the Form 10-Q filed for the quarter ended April 29, 2017.*
10.21The Performance-Based Restricted Stock Award granted under the Stock Incentive Plan on January 29, 2016 to Carol Meyrowitz, incorporated herein by reference to Exhibit 10.18 to the Form 10-K filed for the fiscal year ended January 30, 2016.*
10.22The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman, incorporated herein by reference to Exhibit 10.19 to the Form 10-K filed for the fiscal year ended January 30, 2016.*
10.23The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan, incorporated herein by reference to Exhibit 10.20 to the Form 10-K filed for the fiscal year ended January 31, 2015. The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016, incorporated herein by reference to Exhibit 10.2 to the Form 10-Q filed for the quarter ended July 30, 2016.*
10.24Description of Director Compensation Arrangements, filed herewith.*
10.25The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement), incorporated herein by reference to Exhibit 10.22 to the Form 10-K filed for the fiscal year ended February 2, 2013.*
10.26The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999, incorporated herein by reference to Exhibit 10.9 to the Form 10-K for the fiscal year ended January 30, 1999. The Second Amendment to the GDCP, effective January 1, 2000, incorporated herein by reference to Exhibit 10.10 to the Form 10-K filed for the fiscal year ended January 29, 2000. The Third and Fourth Amendments to the GDCP, incorporated herein by reference to Exhibit 10.17 to the Form 10-K for the fiscal year ended January 28, 2006. The Fifth Amendment to the GDCP, effective January 1, 2008, incorporated herein by reference to Exhibit 10.17 to the Form 10-K filed for the fiscal year ended January 31, 2009.*
10.27The Supplemental Executive Retirement Plan (2015 Restatement), incorporated herein by reference to Exhibit 10.3 to the Form 10-Q filed for the quarter ended May 2, 2015.*
10.28The Executive Savings Plan (As Amended and Restated, Effective January 1, 2015) (the ESP), incorporated herein by reference to Exhibit 10.25 to the Form 10-K filed for the fiscal year ended January 31, 2015. The First Amendment to the ESP, dated December 30, 2015, incorporated herein by reference to Exhibit 10.25 to the Form 10-K filed for the fiscal year ended January 30, 2016.*
10.29The Canadian Executive Savings Plan (effective November 1, 1999) of Winners Merchants International, LP (successor to Winners Apparel Ltd.), incorporated herein by reference to Exhibit 10.26 to the Form 10-K filed for the fiscal year ended February 2, 2013. Amendment to The Canadian Executive Savings Plan effective January 1, 2018, filed herewith.*
10.30The Form of TJX Indemnification Agreement for its executive officers and directors, incorporated herein by reference to Exhibit 10(r) to the Form 10-K filed for the fiscal year ended January 27, 1990.*(p)
10.31The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company, incorporated herein by reference to Exhibit 10(y) to the Form 10-K filed for the fiscal year ended January 30, 1988.*(p)
10.32The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, N.A.), incorporated herein by reference to Exhibit 10(z) to the Form 10-K filed for the fiscal year ended January 30, 1988.*(p)
10.33The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust Company, incorporated herein by reference to Exhibit 10.5 to the Form 10-Q filed for the quarter ended October 31, 2015.*
21Subsidiaries of TJX, filed herewith.
23Consent of Independent Registered Public Accounting Firm, filed herewith.
24Power of Attorney given by the Directors and certain Executive Officers of TJX, filed herewith.
31.1Certification Statement of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
31.2Certification Statement of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.1Certification Statement of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
32.2Certification Statement of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101The following materials from The TJX Companies, Inc.’s Annual Report on Form 10-K for the fiscal year ended February 3, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.
*Management contract or compensatory plan or arrangement.
(p)Paper filing.

Unless otherwise indicated, exhibits incorporated by reference were filed under Commission File Number 001-04908.

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