Prospectus Supplement
(To Prospectus Dated March 30, 2020)
$500,000,000 1.150% Notes due 2028
$500,000,000 1.600% Notes due 2031
The TJX Companies, Inc.
(TJX or the Company) is offering $500,000,000 in aggregate principal amount of its 1.150% notes due 2028 (the 2028 notes) and $500,000,000 in aggregate principal amount of its 1.600% notes due 2031 (the 2031
notes). The 2028 notes will bear interest at a rate of 1.150% per annum and will mature on May 15, 2028. The 2031 notes will bear interest at a rate of 1.600% per annum and will mature on May 15, 2031. Each of the 2028 notes and the 2031 notes
constitutes a single and separate series of notes under an indenture, dated as of April 1, 2020 between TJX and U.S. Bank National Association, as trustee, as supplemented. We will pay interest on the notes on May 15 and November 15 of each
year, beginning May 15, 2021. The notes of each series will be redeemable as a whole or in part, at our option, at any time or from time to time and prior to March 15, 2028 in the case of the 2028 notes and February 15, 2031 in the case of the 2031
notes (each such date, a par call date), in each case, at the applicable redemption price for such series as set forth under Description of NotesOptional Redemption. On and after the applicable par call date for any
series of notes, we may redeem the notes of such series in whole or in part at any time and from time to time at a redemption price equal to 100% of the aggregate principal amount of the notes of such series to be redeemed plus accrued and unpaid
interest on such notes of such series, if any, to, but not including, the applicable redemption date as set forth under Description of NotesOptional Redemption. If we experience a change of control and, in connection with such
change of control, the notes of any series are downgraded below investment grade by Moodys Investors Service, Inc. and S&P Global Ratings within a specified period, we will be required to offer to purchase the notes of such series at a
purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase, unless we have exercised our right to redeem the notes of such series.
The notes will be our senior unsecured obligations and will rank equal in right of payment to all of our other existing and future indebtedness
and other liabilities that are not, by their terms, expressly subordinated in right of payment to the notes. The notes will be effectively subordinated to all of our existing and future secured indebtedness or other secured liabilities to the extent
of the value of the assets securing such indebtedness and liabilities and to all indebtedness and other liabilities of our subsidiaries.
The notes are new issues of securities for which there currently are no established trading markets. We do not intend to apply for listing of
the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system.
Investing in the notes involves
risks. See Risk Factors beginning on page S-8 of this prospectus supplement and under Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended February 1, 2020 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended May 2, 2020 and August 1, 2020, which are
incorporated by reference in this prospectus supplement and the accompanying prospectus.
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Public
Offering
Price(1)
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Underwriting
Discount
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Proceeds,
before fees and
expenses, to
The TJX
Companies,
Inc.(1)
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Per 2028 note
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99.808
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%
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0.625
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%
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99.183
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%
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Total
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$
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499,040,000
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$
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3,125,000
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$
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495,915,000
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Per 2031 note
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99.876
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%
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0.65
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%
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99.226
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%
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Total
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$
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499,380,000
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$
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3,250,000
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$
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496,130,000
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Total
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$
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998,420,000
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$
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6,375,000
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$
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992,045,000
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(1)
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Plus accrued interest, if any, from November 30, 2020 to the date of delivery.
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Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or
determined if this prospectus supplement or the accompanying prospectus is truthful and complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., on or about November 30, 2020.
Joint
Book-Running Managers
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J.P. Morgan
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BofA Securities
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Deutsche Bank Securities
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HSBC
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US Bancorp
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Wells Fargo Securities
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Co-Managers
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KeyBanc Capital Markets
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NatWest Markets
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Scotiabank
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TD Securities
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Truist Securities
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BNY Mellon Capital Markets, LLC
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Barclays
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Citizens Capital Markets
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COMMERZBANK
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Fifth Third Securities
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PNC Capital Markets LLC
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Santander
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Prospectus Supplement dated November 18, 2020