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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
or
Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

The TJX Companies, Inc.

Registrant’s telephone number, including area code (508) 390-1000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

NONE

         Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES      NO

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   

         The aggregate market value of the voting stock held by non-affiliates of the Registrant on March 30, 2002 was $10,768,607,519.

         There were 270,023,652 shares of the Registrant’s Common Stock, $1 par value, outstanding as of March 30, 2002.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on June 4, 2002 (Part III).

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PART I

ITEM 1. Business

         We are the leading off-price retailer of apparel and home fashions in the United States and worldwide. We have positioned ourselves as a synergistic group of off-price businesses and have expanded our off-price concept to new geographic areas, new product lines and new demographic markets.

         We offer off-price family apparel and home fashions through our T.J. Maxx, Marshalls and A.J. Wright chains in the United States, our Winners chain in Canada and our T.K. Maxx chain in the United Kingdom and Ireland. We also operate HomeGoods in the United States, a chain that focuses exclusively on off-price home fashions, and we launched a Canadian home fashions chain called HomeSense in fiscal 2002. The target customer for all of our chains, except A.J. Wright, is the middle to upper-middle income shopper with the same profile as a department or specialty store customer. A.J. Wright targets a more moderate income customer.

         Our mission is to deliver an exciting, fresh and rapidly changing assortment of brand-name merchandise at excellent values to our customers. We define value as the combination of quality, fashion and price. With approximately 300 buyers worldwide and over 9,000 vendors, we believe we are well positioned to accomplish this goal. Our key strengths include:

•     expertise in off-price buying;

•     substantial buying power;

•     relationships with many manufacturers and other merchandise suppliers; and

•     off-price inventory management systems and distribution networks.

         As an off-price retailer, we offer first-quality, in-season, name brand and designer family apparel and home fashions every day at substantial savings from comparable department and specialty store regular prices. We can offer these every day savings as a result of our opportunistic buying strategies, rapid inventory turns and low expense structure.

         Due to the unpredictable nature of consumer demand in the marketplace, we are routinely able to buy excess merchandise from manufacturers and others at significant discounts from initial wholesale prices. We purchase merchandise to sell in the current selling season as well as a limited quantity of packaway merchandise that is stored before sale in another selling season. We are willing to purchase less than a full assortment of styles and sizes. We pay promptly and do not ask for typical retail concessions such as promotional and markdown allowances and return privileges. Our financial strength, strong reputation and ability to sell large quantities of merchandise through a geographically diverse network of stores gives us unparalleled access to many leading consumer brands.

         We rely heavily on sophisticated, internally developed inventory controls that permit a virtually continuous flow of merchandise into our stores. For example, highly automated storage and distribution systems track, allocate and deliver an average of 12,000 items per week to each T.J. Maxx and Marshalls store. In addition, specialized computer inventory planning, purchasing and monitoring systems, coupled with warehouse storage, processing, handling and shipping systems, permit a continuous evaluation and rapid replenishment of store inventory. Pricing, markdown decisions and store inventory replenishment requirements are determined centrally, using satellite-transmitted information provided by point-of-sale computer terminals. This

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process is designed to achieve rapid in-store inventory turnover and sell substantially all merchandise within targeted selling periods.

         During the fiscal year ended January 26, 2002, we derived 88.9% of our sales from the United States (30.9% from the Northeast, 16.4% from the Midwest, 27.7% from the South, 1.0% from the Central Plains, 12.9% from the West), 6.2% from Canada and 4.9% from Europe (primarily the United Kingdom).

         Unless otherwise indicated, all store information is as of January 26, 2002. All references to store square footage are to gross square feet. Fiscal 2001 means the fiscal year ended January 27, 2001, fiscal 2002 means the fiscal year ended January 26, 2002 and fiscal 2003 means the fiscal year ending January 25, 2003. Our business is subject to seasonal influences, which causes us generally to realize higher levels of sales and income in the second half of the year. This is common in the apparel retail business. We are incorporating by reference our segment information from pages 36 and 37 of the Annual Report under the caption “Segment Information.”

T.J. MAXX AND MARSHALLS

         T.J. Maxx is the largest off-price retailer in the United States, with 687 stores in 47 states. Marshalls is the second-largest off-price retailer in the United States, with 568 stores in 40 states as well as 14 stores in Puerto Rico. We maintain the separate identities of the T.J. Maxx and Marshalls stores through merchandising, marketing and store appearance. This encourages our customers to shop at both chains.

         T.J. Maxx and Marshalls sell quality brand name merchandise at prices generally 20%-60% below department and specialty store regular prices. Both chains offer family apparel, accessories, giftware and domestics. T.J. Maxx also offers women’s shoes and fine jewelry, while Marshalls also offers a full-line shoe department and a larger men’s department. T.J. Maxx and Marshalls primarily target female customers who have families with middle to upper-middle incomes and who generally fit the profile of a department or specialty store shopper.

         T.J. Maxx and Marshalls operate with a common buying and merchandising organization and have consolidated administrative functions, including finance, real estate, human resources and systems. The combined organization, known as The Marmaxx Group, offers us increased leverage to purchase merchandise at favorable prices and allows us to operate with a lower cost structure. These advantages are key to our ability to sell quality, brand name merchandise at substantial discounts from department and specialty store regular prices.

         T.J. Maxx and Marshalls stores are generally located in suburban community shopping centers. T.J. Maxx stores average approximately 30,000 square feet. Marshalls stores average approximately 31,000 square feet. We currently expect to add a net of 75 stores in fiscal 2003. Ultimately, we believe that T.J. Maxx and Marshalls together can operate approximately 1,800 stores in the United States and Puerto Rico.

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WINNERS

         Winners is the leading off-price retailer in Canada, offering off-price designer and brand name women’s apparel and shoes, lingerie, accessories, domestics, giftware, menswear and children’s clothing. We currently operate a total of 131 Winners stores which average approximately 28,000 square feet. Beginning in fiscal 2001, selected stores added fine jewelry departments. We expect to add 14 Winners stores in fiscal 2003. Ultimately, we believe the Canadian market can support approximately 180 Winners stores.

         Winners opened our first seven HomeSense stores, in Canada, in fiscal 2002. Like our HomeGoods chain, HomeSense offers home fashions. HomeSense stores average approximately 23,000 square feet. We currently expect to add 8 stores in fiscal 2003. We believe that Canada could support 60 to 80 HomeSense stores in the long-term.

T.K. MAXX

         T.K. Maxx is the only major off-price retailer in any European country. T.K. Maxx utilizes the same off-price strategies employed by T.J. Maxx, Marshalls and Winners and offers the same type of merchandise. We currently operate 101 T.K. Maxx stores in the United Kingdom and Ireland. T.K. Maxx stores average approximately 26,000 square feet. T.K. Maxx opened 30 stores in the United Kingdom and Ireland in fiscal 2002. We currently expect to add a total of 25 stores in these countries in fiscal 2003. We believe that the U.K. and Ireland can support approximately 250 stores in the long-term. We also continue to see the European continent as a viable longer-term growth opportunity for T.K. Maxx that could ultimately support as many as 300 additional stores.

HOMEGOODS

         HomeGoods was the first off-price retail chain to focus exclusively on the home fashions market. HomeGoods offers a broad array of giftware, accent furniture, lamps, rugs, accessories and seasonal merchandise for the home. Many of the HomeGoods stores are stand-alone stores; however we also combine HomeGoods stores with a T.J. Maxx or Marshalls store in a superstore format that we call T.J. Maxx ‘N More or Marshalls Mega-Store. Stand-alone HomeGoods stores average approximately 29,000 square feet. In superstores, which average approximately 53,000 square feet, we dedicate an average of 21,000 square feet to HomeGoods. The 112 stores open at year end include 71 stand-alone stores and 41 superstores. In fiscal 2003, we anticipate adding a net of 32 HomeGoods stores, including superstores. We believe that the U.S. market could support approximately 500 freestanding HomeGoods stores and 150 superstores in the long-term.

A.J. WRIGHT

         A.J. Wright, a relatively young chain launched in fiscal 1999, brings our off-price concept to a different demographic customer, the moderate income shopper. A.J. Wright stores offer branded family apparel, accessories, shoes, domestics, giftware and special situation purchases. A.J. Wright stores average approximately 26,000 square feet. We opened 20 A.J. Wright stores in fiscal 2002 and operated 45 stores at fiscal year end. We currently expect to open 30 A.J. Wright stores in fiscal 2003. We believe this developing business offers us the long-term opportunity to open over 1,000 A.J. Wright stores throughout the United States.

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         We operated stores in the following locations as of January 26, 2002:

Winners operated 131 stores in Canada: 18 in Alberta, 4 in Manitoba, 62 in Ontario, 21 in Quebec, 3 in Nova Scotia, 2 in Saskatchewan, 16 in British Columbia, 3 in New Brunswick, 1 in Newfoundland and 1 on Prince Edward Island.

HomeSense operated 7 stores in Canada, all in the province of Ontario.

T.K. Maxx operated 98 stores in the United Kingdom and 3 stores in the Republic of Ireland.

The HomeGoods store locations include the HomeGoods portion of a T.J. Maxx ‘N More or a Marshalls Mega-Store.

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EMPLOYEES

         At January 26, 2002, we had approximately 89,000 employees, many of whom work less than 40 hours per week. In addition, we hire temporary employees during the peak back-to-school and holiday seasons.

COMPETITION

         The retail apparel and home fashion business is highly competitive. Our customers focus upon fashion, quality, price, merchandise selection and freshness, brand name recognition and, to a lesser degree, store location. We primarily compete with local, regional and national department stores, specialty stores and off-price chains. We also compete to some degree with any retailer that sells apparel and home fashions in stores, through catalogues or over the internet. In addition, we purchase much of our inventory opportunistically and compete for that merchandise with other national and regional off-price apparel and outlet stores.

CREDIT

         Our stores operate primarily on a cash-and-carry basis. Each chain accepts credit sales through programs offered by banks and others.

BUYING AND DISTRIBUTION

         We operate a centralized buying organization that services both the T.J. Maxx and Marshalls chains while each of our other chains has its own centralized buying organization. All of our chains are serviced through their own distribution networks.

SAFE HARBOR STATEMENTS UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Various statements made in this annual report, including some of the statements made under Item 1, “Business,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data,” are forward-looking and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. The following are some of the factors that could cause actual results to differ materially from the forward-looking statements:

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         We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

ITEM 2. Properties

         We lease virtually all of our store locations, generally for 10 years with an option to extend the lease for one or more 5 year periods. We have the right to terminate some of these leases before the expiration date under specified circumstances and for a specified payment.

         The following is a summary of our primary distribution centers and administration office locations as of January 26, 2002. Square footage information for the distribution centers represents total “ground cover” of the facility. Square footage information for office space represents total space occupied:

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ITEM 3.

Legal Proceedings

TJX is a defendant in four lawsuits pending in the California Superior Court, each seeking certification as a class action. The actions collectively allege that all exempt managers in T.J. Maxx, Marshalls and HomeGoods stores in California, including store managers and assistant store managers, were improperly classified as exempt from California overtime laws and seek recovery of overtime pay allegedly owed, penalties, punitive damages and injunctive relief. TJX believes that its managers are and were properly classified and does not believe that the outcome of this litigation will have any material adverse affect on its financial condition or results of operations.

ITEM 4.

Submission of Matters to a Vote of Security Holders

There was no matter submitted to a vote of TJX’s security holders during the fourth quarter of fiscal 2002.

ITEM 4A.

Executive Officers of the Registrant

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         All officers hold office until the next annual meeting of the Board in June 2002 and until their successors are elected, or appointed, and qualified.

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PART II

	ITEM 5.		Market for the Registrant’s Common Stock and Related Security Holder Matters
			The information required by this Item is incorporated by reference from page 48 of the Annual Report, under the caption “Price Range of Common Stock,” and from inside the back-cover of the Annual Report, under the caption “Shareholder Information.”

	ITEM 6.		Selected Financial Data
			The information required by this Item is incorporated by reference from page 17 of the Annual Report, under the caption “Selected Financial Data.”

	ITEM 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
			The information required by this Item is incorporated by reference from pages 40 through 48 of the Annual Report, under the caption “Management’s Discussion and Analysis of Results of Operations and Financial Condition.”

	ITEM 7A.		Quantitative and Qualitative Disclosure about Market Risk
			TJX is exposed to foreign currency exchange rate risk on its investment in its Canadian (Winners Merchants, Inc.) and European (T.K. Maxx) operations. As more fully described in the notes to the consolidated financial statements, we hedge a significant portion of our net investment and certain merchandise commitments in these operations with derivative financial instruments. TJX enters into derivative contracts only when there is an underlying economic exposure. TJX utilizes currency forward and swap contracts, designed to offset the gains or losses in the underlying exposures, most of which are recorded directly in shareholders’ equity. The contracts are executed with banks we believe are creditworthy and are denominated in currencies of major industrial countries. We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in foreign exchange rates applied to the hedging contracts and the underlying exposures described above. As of January 26, 2002 the analysis indicated that such market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.
			TJX’s cash equivalents and short-term investments and certain lines of credit bear variable interest rates. Changes in interest rates affect interest earned and paid by the Company. TJX generally does not use derivative instruments to offset the exposure to changes in interest rates on these items. Instead, TJX believes that the use of primarily fixed rate debt minimizes exposure to market conditions and the ensuing increases and decreases that could arise with variable rate financing.
			TJX has performed a sensitivity analysis assuming a hypothetical 10% adverse movement in interest rates applied to the maximum variable rate debt outstanding during the previous year. As of January 26, 2002, the analysis indicated that such market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.

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	ITEM 8.		Financial Statements and Supplementary Data
			The information required by this Item and not filed with this report as Financial Statement Schedules is incorporated by reference from pages 18 through 38 of the Annual Report, under the captions; “Consolidated Statements of Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” “Consolidated Statements of Shareholders’ Equity,” and “Notes to Consolidated Financial Statements.”

	ITEM 9.		Disagreements on Accounting and Financial Disclosure
			Not applicable.

PART III

	ITEM 10.		Directors and Executive Officers of the Registrant
			TJX will file with the Securities and Exchange Commission a definitive proxy statement no later than 120 days after the close of its fiscal year ended January 26, 2002. The information required by this Item and not given in Item 4A, under the caption “Executive Officers of the Registrant,” is incorporated by reference from pages 2 through 4 of the Proxy Statement, under the caption “Election of Directors.”

	ITEM 11.		Executive Compensation
			The information required by this Item is incorporated by reference from pages 9 through 16 of the Proxy Statement, under the caption “Executive Compensation.”

	ITEM 12.		Security Ownership of Certain Beneficial Owners and Management
			The information required by this Item is incorporated by reference from pages 7 through 8 of the Proxy Statement, under the caption “Beneficial Ownership.”

	ITEM 13.		Certain Relationships and Related Transactions
			Not Applicable.

PART IV

	ITEM 14.		Exhibits, Financial Statement Schedules, and Reports on Form 8-K
			(a)         Financial Statement Schedules
			The Financial Statements filed as part of this report are listed and indexed at Page F-1.

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(b)         Reports on Form 8-K

TJX did not file any Current Reports on Form 8-K during the fourth quarter of fiscal 2002.

(c)         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 Securities Exchange Act of               1934, as amended.

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SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE TJX COMPANIES, INC.

Dated: April 24, 2002

/s/ DONALD G. CAMPBELL Donald G. Campbell Executive Vice President — Finance

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         Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

THE TJX COMPANIES, INC.
 

FORM 10-K

ANNUAL REPORT

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 

For the Fiscal Years Ended
January 26, 2002, January 27, 2001
and January 29, 2000

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THE TJX COMPANIES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended January 26, 2002, January 27, 2001 and
January 29, 2000

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CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-5501 and 333-60540) and on Forms S-8 (Nos. 333-63293, 33-49747, and 333-35073) of The TJX Companies, Inc. of our report dated February 26, 2002, except as to the stock split and the new credit facilities described in Note P which is as of April 10, 2002, relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.

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EXHIBIT INDEX