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SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

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 [X] 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.[    ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act).
     YES [X] NO:[   ]

     The aggregate market value of the voting common stock held by non-affiliates of the Registrant on July 27, 2002 was $9,409,463,718.

     There were 514,458,723 shares of the Registrant’s common stock, $1.00 par value, outstanding as of March 29, 2003.

     DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Annual Report to Stockholders for the fiscal year ended January 25, 2003 (certain parts as indicated herein) (Parts I and II). Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on June 3, 2003 (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. 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 about 9,000 vendors, we believe we are well positioned to continue accomplishing this goal. Our key strengths include:

•		expertise in off-price buying;
•		substantial buying power;
•		solid relationships with many manufacturers and other merchandise suppliers;
•		deep organization with decades of experience in off-price retailing, and
•		off-price inventory management systems and distribution networks.

     As an off-price retailer, we offer fine-quality, 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.

     We purchase much of our inventory opportunistically. Different from traditional retailers which order goods far in advance of the time they will appear on the selling floor, TJX buyers are in the marketplace virtually every week. By maintaining a liquid inventory position, our buyers can buy close to need, enabling them to buy into current market trends and take advantage of the opportunities in the marketplace. As a result, we can offer our customers rapidly changing inventory at every-day prices substantially lower than regular department and specialty store prices. Due to the unpredictable nature of consumer demand in the marketplace, we are regularly able to buy the vast portion of our inventory directly from manufacturers, with some merchandise coming from retailers and others. Virtually all of our buys are made at significant discounts from initial wholesale prices. TJX sources its merchandise from approximately 9,000 vendors. We generally purchase merchandise to sell in the current selling season as well as a limited quantity of packaway merchandise that we buy specifically to store and sell in a future 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 or return privileges or delivery concessions such as drop shipments to stores or delayed deliveries. Our financial strength, strong reputation and ability to sell large quantities of merchandise through a geographically diverse network of stores gives us excellent access to leading branded merchandise.

     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

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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 process allows us to achieve rapid in-store inventory turnover on a vast array of product and sell substantially all merchandise within targeted selling periods.

     We operate with a low cost structure relative to many other retailers. While we seek to provide a pleasant, easy shopping environment with emphasis on customer convenience, we do not spend large sums on store fixtures. Similarly, our advertising budget as a percent of sales is low with our advertising focused on awareness of shopping at our stores rather than promoting particular merchandise. Our high sales per square foot productivity and rapid inventory turnover also provides expense efficiencies.

     Because all of our chains operate with the same off-price strategies and systems, we are able to capitalize upon expertise and best practices in all our chains, develop associates by transferring them from one chain to another and grow our various businesses efficiently and effectively.

     During the fiscal year ended January 25, 2003, we derived 87.4% of our sales from the United States (30.8% from the Northeast, 16.0% from the Midwest, 26.7% from the South, 0.9% from the Central Plains, 13.0% from the West), 6.6% from Canada and 6.0% from Europe (specifically in the United Kingdom and Ireland).

     Unless otherwise indicated, all store information is as of January 25, 2003. All references to store square footage are to gross square feet. Fiscal 2002 means the fiscal year ended January 26, 2002, fiscal 2003 means the fiscal year ended January 25, 2003 and fiscal 2004 means the fiscal year ending January 31, 2004. 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 40 and 41 of the Annual Report under the caption “Segment Information.”

T.J. MAXX AND MARSHALLS

     T.J. Maxx is the largest off-price retail chain in the United States, with 713 stores in 47 states. Marshalls is the second-largest off-price retailer in the United States, with 615 stores in 42 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.

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     T.J. Maxx and Marshalls operate with a common buying and merchandising organization and have consolidated administrative functions, including finance and human resources. The combined organization, known internally 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 79 stores in fiscal 2004. Ultimately, we believe that T.J. Maxx and Marshalls together can operate approximately 1,800 stores in the United States and Puerto Rico.

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 146 Winners stores which average approximately 28,000 square feet. Beginning in fiscal 2001, selected stores added fine jewelry departments. We expect to add 13 Winners stores in fiscal 2004. Ultimately, we believe the Canadian market can support approximately 200 Winners stores.

     Winners opened our first seven HomeSense stores, in Canada, in fiscal 2002 and added 8 stores in fiscal 2003 to finish the year with 15 stores. Like our HomeGoods chain, HomeSense offers off-price home fashions. HomeSense stores average approximately 25,000 square feet. We currently expect to add 8 stores in fiscal 2004. We believe that Canada could support approximately 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 123 T.K. Maxx stores in the United Kingdom and Ireland. T.K. Maxx stores average approximately 26,000 square feet. T.K. Maxx opened 22 stores in the United Kingdom in fiscal 2003. We currently expect to add a total of 30 stores in the United Kingdom and Ireland in fiscal 2004. We believe that the U.K. and Ireland can support approximately 300 to 350 stores in the long-term. We also continue to see the European continent as a viable longer-term growth opportunity for T.K. Maxx and we believe that the European continent could ultimately support approximately 250 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 28,000 square feet. In superstores, which average approximately 53,000 square feet, we dedicate an average of 21,000 square feet to HomeGoods. The 142 stores open at year-end include 87 stand-alone stores and 55 superstores. In fiscal 2004,

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we anticipate adding a net of 37 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 added 30 A.J. Wright stores in fiscal 2003 and operated 75 stores at fiscal year end. We currently expect to open 25 A.J. Wright stores in fiscal 2004. 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 25, 2003:

Winners operated 146 stores in Canada: 19 in Alberta, 4 in Manitoba, 68 in Ontario, 25 in Quebec, 4 in Nova Scotia, 5 in Saskatchewan, 16 in British Columbia, 3 in New Brunswick, 1 in Newfoundland and 1 on Prince Edward Island.

HomeSense operated 15 stores in Canada: 13 in Ontario and 2 in British Columbia.

T.K. Maxx operated 120 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 25, 2003, we had approximately 94,000 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 compete with local, regional and national department, specialty and off-price stores. We also compete to some degree with any retailer that sells apparel and home fashions in stores, through catalogues or over the internet. We purchase most of our inventory opportunistically and compete for that merchandise with other national and regional off-price apparel and outlet stores. We also compete with other retailers for store locations.

CREDIT

     Our stores operate primarily on a cash-and-carry basis. Each chain accepts credit sales through programs offered by banks and others. While TJX does not operate its own customer credit card program or maintain customer credit receivables, a TJX Visa card is offered through a major bank for our domestic divisions. The rewards program associated with this card is partially funded by TJX.

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.

TRADEMARKS

     Our principal trademarks and service marks, which are T.J. Maxx, Marshalls, HomeGoods, Winners, HomeSense, T.K. Maxx and A.J. Wright, are registered in relevant countries. Our rights in these trademarks and service marks endure for as long as they are used.

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:

•

general economic conditions including effects of wars, other military actions and terrorist incidents;

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•		consumer confidence, demand and preferences;
•		weather patterns;
•		competitive factors, including continuing pressure from pricing and promotional activities of competitors;
•		the impact of excess retail capacity and the availability of desirable store and distribution center locations on suitable terms;
•		recruiting quality sales associates and other associates;
•		the availability, selection and purchasing of attractive merchandise on favorable terms and the effective management of inventory levels;
•		import risks, including potential disruptions in supply and duties, tariffs and quotas on imported merchandise, including economic, political or other problems in countries from which merchandise is imported;
•		currency and exchange rate factors in our foreign and buying operations;
•		ability to continue successful expansion of our store base at the rate projected;
•		risks in the development of new businesses and application of our off-price strategies in additional foreign countries;
•		factors affecting expenses including pressure on wages and benefits;
•		our acquisition and divestment activities;
•		our ultimate liability with respect to leases relating to discontinued operations including indemnification and other factors affecting or mitigating our liability, and
•		changes in laws and regulations.

     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.

SEC FILINGS

Copies of our annual reports on Form 10-K, proxy statements, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those filings, are available free of charge on our website, www.tjx.com under “SEC Filings,” as soon as reasonably practicable after they are filed electronically. They are also available free of charge from TJX Investor Relations, 770 Cochituate Road, Framingham, Massachusetts, 01701.

     Also available on the TJX corporate website are a summary of our Associate Code of Conduct, our Code of Ethics for TJX Executives, information about our Vendor Compliance Program, our Corporate Governance Principles and Charters for our Board Committees.

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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 25, 2003. 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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     The table below indicates the approximate average store size as well as the gross square footage of stores and distribution centers, by division, as of January 25, 2003.

(1)		Distribution centers currently service both Winners and HomeSense stores.
(2)		A HomeGoods stand-alone store averages 28,000 square feet, while the HomeGoods portion of a superstore format averages 21,000 square feet.

ITEM 3. Legal Proceedings

TJX has tentatively agreed to settle four lawsuits pending in the California Superior Court collectively alleging that TJX improperly classified store managers and assistant store managers as exempt from California overtime law. The settlement is subject to final negotiation of definitive agreements and submission to the court for approval.

There is no other litigation pending against TJX or any of its subsidiaries which TJX believes is material.

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 2003.

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 2003 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 54 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 43 through 53 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) and European (T.K. Maxx) operations. As more fully described in Note C to our consolidated financial statements, on pages 27-28 of our Annual Report, 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 currency exchange rates applied to the hedging contracts and the underlying exposures described above. As of January 25, 2003 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 25, 2003, 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