Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2020   THE TJX COMPANIES, INC. (Exact name of registrant as specified in its charter)   DELAWARE   1-4908   04-2207613 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 770 Cochituate Road , Framingham , MA 01701 (Address of principal executive offices) (Zip Code) (508) 390-1000 Registrant’s telephone number, including area code N/A (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $1.00 per share   TJX   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐     Item 8.01. Other Events. On April 1, 2020, The TJX Companies, Inc. (the “Company”) completed 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, the 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) that was filed with the Securities and Exchange Commission on March 30, 2020. The Notes were issued pursuant to a base indenture (the “Base Indenture”), as supplemented by the first supplemental indenture relating to the 2025 Notes (the “First Supplemental Indenture”), the second supplemental indenture relating to the 2027 Notes (the “Second Supplemental Indenture”), the third supplemental indenture relating to the 2030 Notes (the “Third Supplemental Indenture”), and the fourth supplemental indenture relating to the 2050 Notes (the “Fourth Supplemental Indenture”), each dated April 1, 2020 and executed by and between the Company and U.S. Bank National Association, as trustee. The Company is filing the executed Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture as exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. No.     Description             4.1     Indenture dated as of April 1, 2020 between The TJX Companies, Inc. and U.S. Bank National Association, as Trustee.             4.2     First Supplemental Indenture, dated as of April 1, 2020 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.             4.3     Second Supplemental Indenture, dated as of April 1, 2020 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.             4.4     Third Supplemental Indenture, dated as of April 1, 2020 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.             4.5     Fourth Supplemental Indenture, dated as of April 1, 2020 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.             104     The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 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 hereunto duly authorized.     THE TJX COMPANIES, INC.               Date: April 1, 2020         By:   /s/ Alicia Kelly         Name:   Alicia Kelly         Title:   Executive Vice President, Secretary and General Counsel