Item 8.01. Other Events.

On March 30, 2020, The TJX Companies, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., Deutsche Bank Securities Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named in Schedule 1 thereto, relating to the issuance and sale of (a) $1,250,000,000 aggregate principal amount of 3.500% notes due 2025 of the Company (the "2025 Notes"), (b) $750,000,000 aggregate principal amount of 3.750% notes due 2027 of the Company (the "2027 Notes"), (c) $1,250,000,000 aggregate principal amount of 3.875% notes due 2030 of the Company (the "2030 Notes") and (d) $750,000,000 aggregate principal amount of 4.500% notes due 2050 of the Company (the "2050 Notes" and, together with the 2025 Notes, 2027 Notes and the 2030 Notes, the "Notes").

The Notes were registered pursuant to an automatically effective shelf registration statement on Form S-3 under the Securities Act of 1933, as amended (Registration Statement No. 333-237461) (the "Registration Statement") that was filed with the Securities and Exchange Commission on March 30, 2020. The Notes will be issued pursuant to a base indenture, as supplemented by a first supplemental indenture relating to the 2025 Notes, a second supplemental indenture relating to the 2027 Notes, a third supplemental indenture relating to the 2030 Notes and a fourth supplemental indenture relating to the 2050 Notes, in each case to be executed by and between the Company and U.S. Bank National Association, as trustee. The Company is expected to complete the issuance and sale of the Notes on or about April 1, 2020, subject to the satisfaction of customary closing conditions.

In order to furnish certain exhibits for incorporation by reference into the Registration Statement, the Company is filing the Underwriting Agreement and the opinion of Ropes & Gray LLP relating to the validity of the Notes as Exhibits 1.1 and 5.1, respectively, to this Current Report on Form 8-K. Certain information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 No.                                      Description

   1.1        Underwriting Agreement, dated as of March 30, 2020, by and among The
            TJX Companies, Inc., as issuer, and BofA Securities, Inc., Deutsche Bank
            Securities Inc. and U.S. Bancorp Investments, Inc., as representatives
            of the several underwriters named in Schedule 1 thereto.

   5.1        Opinion of Ropes & Gray LLP as to the validity of the Notes.

  23.1        Consent of Ropes & Gray LLP (included in Exhibit 5.1).

  99.1        Information relating to Part II, Item 14 "Other Expenses of Issuance
            and Distribution" of the Registration Statement.

  104       The cover page from this Current Report on Form 8-K, formatted in Inline
            XBRL.

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