Item 8.01. Other Events.
On July 20, 2009, The TJX Companies, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Banc of America Securities LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and RBS Securities Inc., as representatives of the several underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase, upon the terms and subject to the conditions set forth therein, $400 million aggregate principal amount of 4.200% notes due 2015. The notes will be issued under a supplemental indenture with U.S. Bank National Association, as trustee. The offering of the notes is expected to close on July 23, 2009.
In order to furnish certain exhibits for incorporation by reference into the Company's Registration Statement on Form S-3 (File No. 333-158360), previously filed with Securities and Exchange Commission, the Company is filing the Underwriting Agreement as Exhibit 1.1 and filing the Computation of Ratio of Earnings to Fixed Charges as Exhibit 12.1 to such Registration Statement. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement dated as of July 20, 2009 by and among The TJX Companies, Inc. and Banc of America Securities LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities, Inc. and RBS Securities Inc., as representatives of the several underwriters named in Schedule 1 thereto.

12.1 Computation of Ratio of Earnings to Fixed Charges.

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