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Item 15. Exhibits, Financial Statement Schedule

27K characters. Original on sec.gov ·

Item 15. Exhibits, Financial Statement Schedule

(a) FINANCIAL STATEMENT SCHEDULE

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 millionsBalance Beginning of PeriodAmounts Charged to Net IncomeWrite-Offs Against ReserveBalance End of Period
Sales Return Reserve:
Fiscal Year Ended January 29, 2022$168$5,627$5,653$142
Fiscal Year Ended January 30, 2021$109$3,530$3,471$168
Fiscal Year Ended February 1, 2020$104$4,862$4,857$109

(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.

Incorporate by Reference
Exhibit No.DescriptionFormExhibit No.Filing Date
3(i).1Fifth Restated Certificate of Incorporation10-K3(i).14/3/2019
3(ii).1By-laws of TJX, as amended8-K3.12/5/2018
4.01Indenture between TJX and U.S. Bank National Association dated as of April 2, 2009 (File No. 333-158360)S-34.14/2/2009
4.02Third Supplemental Indenture dated as of May 2, 2013 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto8-K4.25/2/2013
4.03Fourth Supplemental Indenture dated as of June 5, 2014 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto8-K4.26/5/2014
4.04Indenture between TJX and U.S. Bank National Association dated September 12, 20168-K4.19/12/2016
4.05First Supplemental Indenture dated as of September 12, 2016 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto8-K4.29/12/2016
4.06Indenture dated as of April 1, 2020 between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee8-K4.14/1/2020
4.07First Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.8-K4.24/1/2020
4.08Second Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.8-K4.34/1/2020
4.09Third Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.8-K4.44/1/2020
4.10Fourth Supplemental Indenture, dated as of April 1, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.8-K4.54/1/2020
4.11Fifth Supplemental Indenture, dated as of November 30, 2020 by and between TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.8-K4.112/3/2020
4.12Sixth Supplemental Indenture, dated as of November 30, 2020 by and TJX and U.S. Bank National Association, as Trustee, including the form of Global Note attached as Annex A thereto.8-K4.212/3/2020
4.13Description of Registrant's Securities.10-K4.063/27/2020
10.01The Executive Severance Plan effective September 27, 2018*10-Q10.212/4/2018
10.02The Executive Severance Plan Participation Agreement dated September 27, 2018 between Carol Meyrowitz and TJX*10-Q10.312/4/2018
10.03The Employment Agreement dated February 1, 2019 between Carol Meyrowitz and TJX*10-K10.034/3/2019
10.04The Amendment to the Employment Agreement between Carol Meyrowitz and TJX effective as of January 28, 2022, filed herewith*
10.05The Executive Severance Plan Participation Agreement dated September 27, 2018 between Ernie Herrman and TJX*10-Q10.412/4/2018
10.06The Employment Agreement dated February 1, 2019 between Ernie Herrman and TJX*10-K10.054/3/2019
10.07The Amendment to the Employment Agreement between Ernie Herrman and TJX effective as of January 28, 2022, filed herewith*
10.08The Employment Agreement dated February 2, 2018 between Richard Sherr and TJX*10-K10.44/4/2018
10.09The Executive Severance Plan Participation Agreement dated September 27, 2018 between Richard Sherr and TJX*10-Q10.612/4/2018
10.10The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of February 13, 2019*10-K10.104/3/2019
10.11The Amendment to the Employment Agreement between Richard Sherr and TJX effective as of January 29, 2021*10-K10.093/31/2021
Incorporate by Reference
Exhibit No.DescriptionFormExhibit No.Filing Date
10.12The Employment Agreement dated February 2, 2018 between Scott Goldenberg and TJX*10-K10.54/4/2018
10.13The Executive Severance Plan Participation Agreement dated September 27, 2018 between Scott Goldenberg and TJX*10-Q10.512/4/2018
10.14The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of February 13, 2019*10-K10.134/3/2019
10.15The Amendment to the Employment Agreement between Scott Goldenberg and TJX effective as of January 29, 2021*10-K10.133/31/2021
10.16The Employment Agreement dated February 2, 2018 between Kenneth Canestrari and TJX*10-K10.64/4/2018
10.17The Executive Severance Plan Participation Agreement dated September 27, 2018 between Kenneth Canestrari and TJX*10-Q10.712/4/2018
10.18The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of February 13, 2019*10-K10.164/3/2019
10.19The Amendment to the Employment Agreement between Kenneth Canestrari and TJX effective as of January 29, 2021*10-K10.173/31/2021
10.20The Stock Incentive Plan (2013 Restatement)*10-Q10.15/31/2013
10.21The First Amendment to the Stock Incentive Plan (2013 Restatement) effective as of June 7, 2016*10-Q10.18/26/2016
10.22The Second Amendment to the Stock Incentive Plan (2013 Restatement) effective as of January 29, 2017*10-K10.83/28/2017
10.23The Third Amendment to the Stock Incentive Plan (2013 Restatement) effective as of November 6, 2018*10-K10.234/3/2019
10.24The Stock Incentive Plan Rules for U.K. Employees, effective as of September 17, 2018*10-Q10.112/4/2018
10.25The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 20, 2012*10-Q10.111/29/2012
10.26The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 20, 2012*10-Q10.211/29/2012
10.27The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 19, 2013*10-Q10.112/3/2013
10.28The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 19, 2013*10-Q10.212/3/2013
10.29The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 10, 2014*10-Q10.412/2/2014
10.30The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 10, 2014*10-Q10.512/2/2014
10.31The Form of Non-Qualified Stock Option Certificate granted under the Stock Incentive Plan as of September 17, 2015*10-Q10.112/1/2015
10.32The Form of Non-Qualified Stock Option Terms and Conditions granted under the Stock Incentive Plan as of September 17, 2015*10-Q10.212/1/2015
10.33The Restricted Stock Unit Award granted under the Stock Incentive Plan on January 29, 2016 to Ernie Herrman*10-K10.193/29/2016
10.34The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of April 1, 2019*10-Q10.015/31/2019
10.35The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of April 1, 2019*10-Q10.025/31/2019
10.36The Form of Performance Share Unit Award granted under the Stock Incentive Plan as of March 29, 2021*10-Q10.15/28/2021
10.37The Form of Restricted Stock Unit Award granted under the Stock Incentive Plan as of March 29, 2021*10-Q10.25/28/2021
10.38The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan*10-K10.203/31/2015
10.39The Form of Deferred Stock Award for Directors granted under the Stock Incentive Plan as of June 7, 2016*10-Q10.28/26/2016
10.40The Management Incentive Plan and Long Range Performance Incentive Plan (2013 Restatement)*10-K10.224/2/2013
10.41The General Deferred Compensation Plan (1998 Restatement) (the GDCP) and First Amendment to the GDCP, effective January 1, 1999*10-K10.94/29/1999
10.42The Second Amendment to the GDCP, effective January 1, 2000*10-K10.104/28/2000
Incorporate by Reference
Exhibit No.DescriptionFormExhibit No.Filing Date
10.43The Third and Fourth Amendments to the GDCP*10-K10.173/29/2006
10.44The Fifth Amendment to the GDCP, effective January 1, 2008*10-K10.173/31/2009
10.45The Supplemental Executive Retirement Plan (2015 Restatement)*10-Q10.35/29/2015
10.46The Executive Savings Plan (As Amended and Restated, Effective January 1, 2022) (the ESP), filed herewith*
10.47The Form of TJX Indemnification Agreement for its executive officers and directors*(p)10-K10(r)4/27/1990
10.48The Trust Agreement dated as of April 8, 1988 between TJX and State Street Bank and Trust Company*(p)10-K10(y)4/28/1988
10.49The Trust Agreement dated as of April 8, 1988 between TJX and Fleet Bank (formerly Shawmut Bank of Boston, N.A.)*(p)10-K10(z)4/28/1988
10.50The Trust Agreement for Executive Savings Plan dated as of October 23, 2015 between TJX and Vanguard Fiduciary Trust Company*10-Q10.510/31/2015
10.51First Amendment to 2022 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S. Bank National Association, as administrative agent, and each of the lenders party thereto10-K10.553/27/2020
10.52Second Amendment to 2022 Revolving Credit Agreement, dated as of May 15, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent.8-K10.15/21/2020
10.53Third Amendment to 2022 Revolving Credit Agreement, dated as of November 24, 2020, by and among The TJX Companies, Inc., the lenders party thereto and U.S. Bank National Association, as administrative agent10-K10.583/31/2021
10.54First Amendment to 2024 Revolving Credit Agreement, dated as of May 10, 2019, by and among TJX, U.S. Bank National Association, as administrative agent, and each of the lenders party thereto10-K10.563/27/2020
10.55Second Amendment to 2024 Revolving Credit Agreement, dated as of May 15, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent8-K10.25/21/2020
10.56Third Amendment to 2024 Revolving Credit Agreement, dated as of November 24, 2020, by and among TJX, the lender party thereto and U.S. Bank National Association, as administrative agent10-K10.613/31/2021
10.57364 Day Revolving Credit Agreement, dated August 10, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners.8-K10.18/11/2020
10.58First Amendment to 364 Day Revolving Credit Agreement, dated November 24, 2020, by and among The TJX Companies, Inc., the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-documentation agents, and BofA Securities, Inc., U.S. Bank National Association, Deutsche Bank Securities Inc., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as lead arrangers and bookrunners10-K10.633/31/2021
10.592026 Revolving Credit Agreement, dated June 25, 2021, by and among the TJX Companies, Inc., the lenders from time to time party thereto, U.S. Bank National Association, as administrative agent, HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as co-syndication agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and Deutsche Bank Securities, Inc., as co-documentation agents.8-K10.16/29/2021
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
Incorporate by Reference
Exhibit No.DescriptionFormExhibit No.Filing Date
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 January 29, 2022, formatted in Inline Extensible Business Reporting Language (iXBRL): (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
104The cover page from The TJX Companies, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 29, 2022, formatted in iXBRL (included in Exhibit 101)
  • 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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