<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM 10-K
(MARK ONE)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED January 29, 2000

                                       OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO _______________

                         COMMISSION FILE NUMBER 1-12552

                                THE TALBOTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                                            <C>
    Delaware                                                                                        41-1111318
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)                 (I.R.S. EMPLOYER IDENTIFICATION NO.)

175 Beal Street, Hingham, Massachusetts                                                              02043
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                                         (ZIP CODE)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (781)749-7600

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
         TITLE OF EACH CLASS                  NAME OF EACH EXCHANGE ON WHICH REGISTERED
         -------------------                  -----------------------------------------
<S>                                           <C>
         Common Stock                         New York Stock Exchange
         $0.01 Par Value
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None.

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS TO BE
FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE
PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO THE 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. [X]

THE APPROXIMATE AGGREGATE MARKET VALUE OF THE REGISTRANT'S COMMON STOCK HELD BY
NON-AFFILIATES (FOR THIS PURPOSE, DEEMED TO REFER TO ALL PERSONS AND ENTITIES
OTHER THAN EXECUTIVE OFFICERS, DIRECTORS AND 10% OR MORE SHAREHOLDERS) BASED ON
THE CLOSING SALE PRICE ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE ON APRIL 7,
2000 WAS APPROXIMATELY $699 MILLION.

NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF APRIL 7,
2000: 30,710,182

                      DOCUMENTS INCORPORATED BY REFERENCE:

PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR THE FISCAL YEAR
ENDED JANUARY 29, 2000 ARE INCORPORATED BY REFERENCE INTO PART I AND PART II,
AND PORTIONS OF THE REGISTRANT'S PROXY STATEMENT FOR THE 2000 ANNUAL MEETING OF
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III.
<PAGE>   2
                                     PART I


ITEM 1.  BUSINESS.

GENERAL

         The Talbots, Inc., a Delaware corporation (together with its wholly
owned subsidiaries, "Talbots" or the "Company"), is a leading national specialty
retailer and cataloger of women's and children's classic apparel, accessories
and shoes. Over the past ten years, the Company has implemented an aggressive
store expansion program, with the number of stores increasing from 137 at the
end of 1989 to 673 at the end of 1999. During 1999, Talbots issued 29 separate
catalogs with a combined circulation of approximately 56.7 million. In November
1999, the Company began offering its merchandise on the Internet at talbots.com.
Sales through the website are reported with catalog sales. Total Company net
sales were approximately $1,290.9 million in 1999, of which retail store sales
were approximately $1,099.9 million and catalog sales were approximately $191.0
million.

         Talbots complies with the National Retail Federation's fiscal calendar.
Where a reference is made to a particular year or years, it is a reference to
Talbots 52-week or 53-week fiscal year. For example, "1999" refers to the
52-week fiscal year ended January 29, 2000, "1998" refers to the 52-week fiscal
year ended January 30, 1999 and "1997" refers to the fiscal year ended January
31, 1998. The last 53-week fiscal year was 1995, ending February 3, 1996; the
next 53-week fiscal year will be fiscal 2000, ending February 3, 2001.

         Talbots offers a distinctive collection of classic sportswear, casual
wear, dresses, coats, sweaters, accessories and shoes, consisting almost
exclusively of Talbots own private label merchandise in misses, petites and
woman sizes. Talbots Kids & Babies offers an assortment of high quality classic
clothing and accessories for infants, toddlers, boys and girls. Talbots
merchandising strategy focuses on achieving a "classic look", which emphasizes
timeless styles. Talbots stores, catalogs and Internet site offer a variety of
key basic and fashion items and a complementary assortment of accessories and
shoes which enable customers to assemble complete wardrobes. The consistency in
color, fabric and fit of Talbots merchandise allows a customer to create
wardrobes across seasons and years. The Company believes that a majority of its
customers are college-educated and employed, primarily in professional and
managerial occupations, and are attracted to Talbots by its focused
merchandising strategy, personalized customer service and continual flow of high
quality, reasonably priced classic merchandise.

         Talbots has established a market niche as a brand in women's and
children's classic apparel, accessories and shoes. In 1999, approximately 99% of
the Company's merchandise consisted of styles that were sold exclusively under
the Talbots label. Most of this merchandise is manufactured to the
specifications of the Company's technical designers and product developers,
enabling Talbots to offer consistently high quality merchandise that the Company
believes differentiates Talbots from its competitors.

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         The Company operates its stores, catalogs and Internet site as an
integrated business and provides the same personalized service to its customers
regardless of whether merchandise is purchased through its stores, catalogs or
on the Internet. The Company believes that the synergy between these
distribution channels offers an important convenience to its customers and a
competitive advantage to the Company in identifying new store sites and testing
new business concepts.

         The first Talbots store was opened in 1947 in Hingham, Massachusetts by
Rudolph and Nancy Talbot. The first Talbots catalog was issued the following
year with a circulation of approximately 3,000. Additional stores were opened
beginning in 1955, and there was a total of five Talbots stores by 1973, at
which time the Company was acquired by General Mills, Inc. Talbots continued to
expand and grew to 126 stores by June 1988. In June 1988, JUSCO (U.S.A.), Inc.
("JUSCO USA") acquired Talbots (the "Acquisition"). JUSCO USA is a wholly owned
subsidiary of JUSCO Co., Ltd. ("JUSCO"), a Japanese retail conglomerate. On
November 18, 1993, the Company effected an initial public offering of its common
stock (the "Offering"), issuing approximately 12.6 million shares of common
stock. Subsequent to the Offering, JUSCO USA remains the Company's majority
shareholder, and at January 29, 2000 owned approximately 61.4% of the
outstanding common stock of the Company.

         The Company grew significantly after the Acquisition by adding stores
and developing new complementary business concepts that capitalize on the
strength of the Talbots name and its loyal customer base. By January 29, 2000,
the number of stores increased to 673, located in 45 states, the District of
Columbia, Canada and the United Kingdom. This number included 405 Talbots Misses
stores (including 19 Misses stores in Canada and six Misses stores in the United
Kingdom), 155 Talbots Petites stores (including one Petites store in Canada), 35
Talbots Accessories & Shoes stores, 54 Talbots Kids stores (49 of which include
a Talbots Babies assortment), five Talbots Woman stores and 19 Talbots Outlet
stores.

         Talbots catalog business also has undergone changes. The circulation of
catalogs has been reduced by 27.4% from 78.1 million catalogs in 1989 to 56.7
million catalogs in 1999. This circulation reduction has been an integral part
of a strategy to better focus the distribution of catalogs to proven customers.

         In November 1999, Talbots went live with its Internet site,
talbots.com. This new channel of distribution is a natural extension of the
Company's existing store and catalog channels. The same broad assortment of
Talbots existing store and catalog classic merchandise is available on-line with
one-stop shopping for Misses, Petites, Woman, Accessories and Shoes and Kids
apparel. The Company's existing catalog fulfillment and customer service
infrastructure manages orders taken over the Internet and complements this new
channel of distribution.

Information concerning the Company's retail store business and the Company's
catalog and Internet business and certain geographic information is incorporated
by reference to note 9 of the Company's consolidated financial statements on
pages 17 through 19 of Talbots Annual Report to Shareholders for the fiscal year
ended January 29, 2000.

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<PAGE>   4
STRATEGY

         The key elements of the Company's strategy are to: (1) maintain its
strong competitive position in the classics niche by providing consistently
classic women's and children's apparel, accessories and shoes, (2) continue to
operate as a predominantly private label retailer, (3) maintain its posture as a
limited promotion retailer, (4) continue to capitalize on its complementary
store, catalog and Internet operations, (5) continue to provide superior
customer service and (6) offer a broad mix of store locations.

         MARKET NICHE IN CLASSIC APPAREL. Talbots offers a distinctive
collection of sportswear, casual wear, dresses, coats, sweaters, accessories and
shoes, consisting almost exclusively of the Company's own private label
merchandise in misses and petites sizes. Talbots offers a variety of key basic
and fashion items and a complementary assortment of accessories and shoes to
enable customers to assemble complete outfits. An important aspect of the
Company's marketing strategy is wardrobing the customer from "head-to-toe." The
Company believes that consistently emphasizing timeless styles helps to create a
loyal customer base and reduces the risk that its apparel, shoes and accessories
will be affected by sudden changes in fashion trends.

         TALBOTS PRIVATE LABEL. The clothing assortment under the Talbots
private label was approximately 99% in 1999. Sales of private label merchandise
generally provide the Company with a higher gross margin than it believes would
be obtained on other merchandise and establishes Talbots identity as a brand of
women's classic apparel.

         The Company believes that the quality and value of its classic
merchandise are key competitive factors. Talbots merchandise is manufactured to
the specifications of the Company's technical designers and product developers,
enabling Talbots to offer consistently high quality merchandise that the Company
believes differentiates Talbots from its competitors. The Company continually
monitors the production of its domestic and overseas manufacturers to ensure
that all apparel is of consistent fit and high quality.

         LIMITED PROMOTION RETAILER. The Company positions itself as a limited
promotion retailer. Talbots typically holds only four major sale events a year
in its stores, consisting of two end-of-season clearance sales and two
mid-season sales. All mid-season and end-of-season store sale events are held in
conjunction with catalog sales events. No other major promotional sale events
are typically held. The Company believes that its strategy of limiting its
promotional events has reinforced the integrity of its regular prices.

         COMPLEMENTARY STORE, CATALOG AND E-COMMERCE OPERATIONS. The Company's
strategy is to operate its stores, catalogs and e-commerce site as an integrated
business and to provide the same personalized service to its customers
regardless of whether merchandise is purchased through its stores, catalogs or
on-line. The Company believes that the synergy between these distribution
channels offers an important convenience to its customers, provides a
competitive advantage to the Company and is an important element in identifying
new store sites.

                                       3
<PAGE>   5
         Talbots catalogs and Internet site provide customers with a broader
selection of merchandise, sizes and colors than its stores. In each of its
United States stores, Talbots offers a "Red Line" phone which connects the store
customer directly to a catalog telemarketing sales associate. This service can
be used by store customers to order a particular size or color of an item that
is a catalog-only item or that is sold out in the store. A reduced shipping and
handling charge is provided to customers who use the "Red Line" phone service.
In addition to providing customers the convenience of ordering Talbots
merchandise, the Company generally uses its catalogs and Internet site to
communicate its classic image, to provide customers with fashion guidance in
coordinating outfits and to generate store traffic. Merchandise can be easily
returned or exchanged at any Talbots store or returned to the Company by mail.

         The Company believes that its catalog operation provides Talbots with a
competitive advantage. The customer database compiled through Talbots catalog
operations provides important demographic information and serves as an integral
part of the Company's expansion strategy by helping to identify markets with the
potential to support a new store. Although the addition of stores in areas where
the catalog has been successful has resulted in slightly lower catalog sales in
such areas, such lower catalog sales have been more than offset by the
significantly higher sales generated in these areas by the opening of new
stores.

         In mid-November 1999, the Company launched an on-line shopping site at
www.talbots.com. In conjunction with the Company's well-established catalog
operation, there is a strong infrastructure in place to support the on-line
efforts, including the existing distribution and fulfillment capabilities. As
with catalog merchandise, items can be easily returned or exchanged at any
Talbots store or returned to the Company by mail. The Company believes that this
channel of business is a natural complement to the store and catalog operations,
and is a significant growth opportunity.

         CUSTOMER SERVICE. The Company believes that it provides store, catalog
and Internet customers an extraordinarily high level of customer service. The
Company is committed to constantly improving customer service by enhancing its
training programs to ensure that sales and customer service associates are
knowledgeable about all Talbots merchandise, that they are up to date with
fashion trends and that they are able to make appropriate wardrobing suggestions
to customers.

         BROAD MIX OF STORE LOCATIONS. The Company believes that providing a
broad mix of store locations helps insulate it from changes in customer shopping
patterns and allows it to offer locations that are convenient and consistent
with its image. As of January 29, 2000, the Company had 42% of its stores in
malls, 35% in specialty centers, 12% in village locations, 8% as freestanding
stores and 3% in urban locations.

                                       4
<PAGE>   6
MERCHANDISING

         The Company's merchandising strategy focuses on achieving a "classic
look," which emphasizes timeless styles. Talbots offers a distinctive collection
of classic sportswear, casual wear, dresses, coats, sweaters, accessories and
shoes, consisting primarily of private label merchandise made exclusively for
Talbots. Talbots stores, catalogs and e-commerce site offer a variety of key
basic and fashion items and a complementary assortment of accessories and shoes
which enable customers to assemble complete outfits. Sales associates are
trained to assist customers in merchandise selection and wardrobe coordination,
helping them achieve the Talbots look from "head-to-toe". The consistency in
color, fabric and fit of Talbots merchandise also allows a customer to create
wardrobes across seasons and years.

         PRIVATE LABEL MERCHANDISE DESIGN AND PURCHASING. Talbots private label
merchandise is designed through the coordinated efforts of the Company's
merchandising and manufacturing team, which consists of the New York-based
Talbots product development office, the technical testing and design staff, the
buying staff, the production planning staff and a Hong Kong-based product
sourcing office. Styles for Talbots private label merchandise are developed
based upon prior years' sales history and current fashion trends for each of the
Company's two main seasons, spring and fall.

         The New York-based Talbots product development office oversees the
conceptualization of Talbots merchandise. This initial product determination
concerns styling, color, and fabrication recommendations. The development
process begins approximately nine months before the expected in-house delivery
date of the merchandise.

         The Company's Hingham-based buying staff is responsible for the
quantification of specific merchandise and departmental needs and plans. These
plans are used to place specific item orders on styles developed in conjunction
with the product development office and with the various merchandise vendors.

         In conjunction with the merchandise developed by the product
development team and the buying organization, the Company's Hingham-based
technical testing and design staff works to determine the technical
specifications of all private-label merchandise. In addition to preparing the
initial specifications, this group also reviews the first fit sample and,
together with the product development team, the pre-production samples of each
item to ensure that specifications and quality standards are met.

         SOURCING. In 1999, Talbots purchased approximately 52% of its
merchandise directly from offshore vendors, and the remaining 48% through
domestic-based vendors. During the year, the Company's Hong Kong office
accounted for approximately 56% of Talbots total direct offshore sourcing, with
the remaining 44% being handled through various agents.

         Approximately 29% of Talbots merchandise is currently sourced through
Hong Kong. Sovereignty over Hong Kong was transferred effective July 1, 1997
from the United Kingdom to the People's Republic of China. The agreement
provides that the social and economic systems in Hong Kong will remain a matter
of the people of Hong Kong's choice for 50 years after June 30, 1997.

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The Company has not experienced any material difficulties as a result of this
transfer of power.

         In order to diversify the Company's Far East sourcing operations,
additional overseas sourcing offices have been established in Jakarta, Indonesia
and Bangkok, Thailand. Under the terms of an agreement between the Company and
Eralda Industries ("Eralda"), a long time supplier of the Company, Eralda serves
as the Company's exclusive agent and has established these offices to serve the
Company in this capacity.

         In addition to the Company's office in Hong Kong, which deals with
local manufacturers, and the sourcing arrangement with Eralda, Talbots utilizes
agents in Japan, Korea, Singapore, Italy, Portugal, Spain and the United Kingdom
plus domestic resources to source its merchandise. The Company analyzes its
overall distribution of manufacturing to assure that no one company or country
is responsible for a disproportionate amount of Talbots merchandise. Directly
sourced merchandise is currently manufactured to the Company's specifications by
independent foreign factories located primarily in Hong Kong, other Asian
countries such as Macao, Thailand, Singapore, Korea and Indonesia, and Europe.

         The Company's domestic vendors include those who either manufacture
their own merchandise or supply merchandise manufactured by others, as well as
vendors that are both manufacturers and suppliers. In 1999, certain divisions of
The Apparel Group, Ltd., a subsidiary of TAG Holdings, Inc., accounted for an
aggregate of approximately 6% of the total merchandise purchased by Talbots.
Most of Talbots Hong Kong and other foreign vendors manufacture their own
merchandise. The Company believes that, consistent with the retail apparel
industry as a whole, many of its domestic vendors import a portion of their
merchandise from abroad.

         The Company typically transacts business on an order-by-order basis;
however, fabric projections are placed in order to better address fulfillment
and replenishment objectives. The Company does not maintain any long-term or
exclusive commitments or arrangements to purchase from any vendor. The Company
believes that it has good relationships with its vendors and that, as the number
of Talbots stores increases, there will be adequate sources to produce a
sufficient supply of quality goods in a timely manner and on satisfactory
economic terms. The Company does business with most of its vendors in United
States currency and has not experienced any material difficulties as a result of
any foreign political, economic or social instability.

EXPANSION

         An important aspect of the Company's business strategy has been an
expansion program designed to reach new and existing customers through the
opening of new stores. The Company has grown significantly over the past ten
years, with the number of stores increasing from 137 at the end of 1989 to 673
at the end of 1999. During that time, store net sales increased from
approximately $306.2 million in 1989 to approximately $1,099.9 million in 1999.
During fiscal 1999 the number of Talbots stores increased by 35 stores from 638
to 673.

         In addition to expanding its core Misses business, the Company has
introduced complementary new business concepts, Talbots Petites, Talbots Kids &
Babies, Talbots Accessories

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<PAGE>   8
& Shoes, Talbots Woman and Talbots Collection.

         In 1984, Talbots began offering merchandise in petites sizes in its
catalogs, and in 1985, the Company opened its first Talbots Petites store.
During 1989, Talbots stores began to carry a selection of Talbots Petites
merchandise, and the Company opened three additional Talbots Petites stores in
1990 as the beginning of its strategy to expand Talbots Petites business. At
January 29, 2000, 155 Talbots Petites stores were open, and virtually every item
of women's apparel in the catalog was offered in both misses and petites sizes.

         In 1989, the Company presented Talbots Kids merchandise in a separate
catalog dedicated to apparel for boys and girls. The first Talbots Kids store
opened in 1990. During 1995, Talbots expanded the Talbots Kids merchandise by
offering an assortment for infants and toddlers, Talbots Babies. By the end of
1999, 54 Talbots Kids stores were open, 49 of which included a Babies
assortment. Also in 1999, four separate Talbots Kids catalogs were circulated
nationally. The Company will continue to position Talbots Kids & Babies as a
brand that offers a complete assortment of high quality classic children's
clothing and accessories.

         In 1991, the Company introduced Talbots Intimates, an assortment of
classic sleepwear and loungewear and daywear. The Company currently operates
Intimates collections in 50 Misses stores and in 1999 offered Intimates
merchandise in eight of its larger base catalogs.

         During 1994, Talbots introduced Talbots Accessories & Shoes in two
catalogs devoted to the category. The Company opened five Talbots Accessories &
Shoes stores in September 1995 and at the end of 1999 it operated 35 stores. A
limited collection of the merchandise continues to be offered in each Misses
catalog, in selected stores and, in 1999, in two catalogs.

         In September 1998, the Company introduced Talbots Woman and Talbots
Collection. Talbots Woman was developed for customers wearing sizes 12W to 24W
who seek the same classic styling, high quality and fit as the Company's misses
and petites customers. It was introduced as a department in seven existing
Misses stores, as one separate store adjacent to other Talbots concept stores,
and in two nationally circulated catalogs. At January 29, 2000 the Company
operates five Woman stores and produced five separate catalogs devoted
exclusively to Talbots Woman fashions.

         Talbots Collection is a test concept that was developed for those
customers seeking a well-defined selection of tailored sportswear featuring fine
fabrics, interesting details and distinctive novelty prints. It is a separate
department in 80 existing Talbots Misses stores.

         The Company currently anticipates opening approximately 52 new stores
(including Misses, Petites, Accessories & Shoes, Kids and Woman stores) in
2000.* The Company's ability to continue to expand its store base will be
dependent upon a number of factors, including its overall sales performance,
general economic and business conditions affecting consumer confidence and
spending, the availability of desirable locations and the ability to negotiate
acceptable lease terms for new locations. The Company also considers opening
such stores in established Talbots markets where a Misses store is not located,
thereby broadening the growth potential for each concept.

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STORES

         Misses stores generally range in size from 3,500 to 6,500 gross square
feet, with a typical store averaging approximately 5,000 gross square feet.
Talbots Petites and Woman stores generally measure 2,500 gross square feet, and
Talbots Kids & Babies stores measure approximately 3,200 gross square feet.
Talbots Accessories & Shoes stores generally measure 1,900 gross square feet.
Flagship stores are Misses stores which are utilized to generate greater
awareness of Talbots merchandise in major metropolitan locations, including
Boston, New York City, Washington D.C., Chicago, San Francisco, London and
Toronto, and generally are larger than the average Misses store. Approximately
75% of the floor area of all Talbots stores is devoted to selling space
(including fitting rooms), with the balance allocated to stockroom and other
non-selling space.

         In certain markets, the Company has created Talbots "superstores" by
placing two or more other Talbots concepts in close proximity to a Misses store.
Together, these stores feature at least three of Talbots business
concepts--Misses, Petites, Kids & Babies, Woman and/or Accessories & Shoes--in
order to create a one-stop shopping environment. At January 29, 2000, the
Company operated 58 "superstores."

         The Company utilizes Talbots Outlet stores, which are separate from its
retail stores, to provide for the controlled and effective clearance of store
and catalog merchandise remaining from each sale event. The Company uses Talbots
Outlet stores only for the sale of past season and "as is" merchandise. The
Company does not purchase merchandise specifically for Talbots Outlet stores.
Merchandise in Talbots Outlet stores is sold at significant markdowns from
original retail prices. At January 29, 2000, the Company operated 19 Talbots
Outlet stores.

         Talbots stores are distinguished by a signature red door created for
each of the business concepts. Each interior is designed to have a gracious and
comfortable residential feel. This interior design theme is consistently used in
all Talbots Misses, Petites and Woman stores to promote familiarity, ease of
shopping and cost savings in the design and construction of new stores. Talbots
Kids & Babies and Talbots Accessories & Shoes also have their respective
signature red doors and interior design themes. Talbots Kids & Babies stores are
designed to create a light atmosphere and Talbots Accessories & Shoes are
designed to reflect the atmosphere of a traditional carriage house. Management
provides guidelines for merchandise display to the stores throughout the year.

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TALBOTS CATALOG AND E-COMMERCE

         Since 1948, the Company has used its catalog to offer customers
convenience in ordering Talbots merchandise. In 1999, the Company distributed 29
separate catalogs with a combined circulation of approximately 56.7 million,
including catalogs sent to stores for display and general distribution. During
1999, catalog sales represented approximately 14.8% of total Company sales.
Catalog circulation has included: base catalogs offering the broadest assortment
of Talbots merchandise; specialty catalogs such as the Classics That Work series
featuring career clothing; Talbots Kids & Babies catalogs; Talbots Accessories &
Shoes catalogs; Talbots Woman catalogs; and sale catalogs. In addition to
providing customers convenience in ordering Talbots merchandise, the Company
generally uses its catalogs to communicate its classic image, to provide
customers with fashion guidance in coordinating outfits and to generate store
traffic. In conjunction with the Company's store strategy to incorporate
intimate apparel into its Misses and Petites assortment, the Company has added
more intimate apparel pages to its base catalogs, and in 1997 discontinued the
distribution of separate intimate apparel catalogs.

         The Company utilizes computer applications, which employ mathematical
models to improve the efficiency of its catalog mailings through refinement of
its customer list. A principal factor in improving customer response has been
the Company's development of its own list of active customers. The Company
routinely updates and refines this list prior to individual catalog mailings by
monitoring customer interest. This includes the frequency and dollar amount of
purchases as well as the date of last purchase.

         The Company attempts to make catalog shopping as convenient as
possible. It maintains a toll-free number, accessible 24 hours a day, seven days
a week (except Christmas Day), to accept requests for catalogs and to take
customer orders. It maintains telemarketing centers in Knoxville, Tennessee and
Hingham, Massachusetts which, linked by computer and telephone, are designed to
provide uninterrupted service to customers. Telephone calls are answered by
knowledgeable sales associates located at the telemarketing centers who utilize
on-line computer terminals to enter customer orders and to retrieve information
about merchandise and its availability. These sales associates also suggest and
help to select merchandise and can provide detailed information regarding size,
color, fit and other merchandise features. In both the Hingham and Knoxville
telemarketing centers, sales associates are able to refer to current catalog
items in a sample store, thereby allowing them to view merchandise as they
assist customers.

         The Company employs advanced technology to process orders. Sales
associates enter orders on-line into a computerized inventory control system,
which systematically updates Talbots customer list and permits the Company to
measure the response to individual merchandise and catalog mailings. Sales and
inventory information is available to the Company's Hingham-based buying staff
the next day. The Company has achieved efficiencies in order entry and
fulfillment, which permit the shipment of most orders the following day.

         Talbots new e-commerce website is a natural extension of the Company's
catalog operation. Sales orders from the website are merged into the existing
catalog fulfillment system, allowing efficient shipping of merchandise.
Customers can check the availability of merchandise at the time

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<PAGE>   11
of purchase and the website will provide examples of alternative merchandise if
items are unavailable. Additionally, the "on-line chat" feature allows customers
to communicate with customer service representatives through the website. As
with catalog returns, customer's on-line purchases can be returned by mail or at
any Talbots retail store.

INVENTORY CONTROL AND MERCHANDISE DISTRIBUTION

         The Company uses a centralized distribution system, under which all
merchandise is received, processed and distributed through its catalog and store
distribution center in Lakeville, Massachusetts. Merchandise received at the
distribution center is promptly inspected, assigned to individual stores, packed
for delivery and shipped to the stores. Talbots ships merchandise to its stores
virtually every business day, with each store generally receiving merchandise
twice a week. The Company believes that its strong store, catalog and e-commerce
synergy, coupled with its central distribution system, allows it to move
merchandise between the distribution channels to better take advantage of sales
trends.

         In 1995, the Company completed a $7.0 million expansion of its
distribution center in Lakeville, Massachusetts, by adding an additional 124,260
square feet to support its expansion plans. Additional mezzanine level space was
added in 1996 and 1997 to further support the Company's growth. Further
expansion of the Lakeville facility is currently under way; a 125,000 square
foot addition began in the spring of 2000.

MANAGEMENT INFORMATION SYSTEMS

         Talbots management information systems and electronic data processing
systems are located at the Company's Systems Center in Tampa, Florida. These
systems consist of a full range of retail, financial and merchandising systems,
including credit, inventory distribution and control, sales reporting, accounts
payable, merchandise reporting and distribution.

         All Talbots stores have point-of-sale terminals that transmit
information daily on sales by item, color and size. Talbots stores are equipped
with bar code scanning programs for the recording of store inventories, price
changes, receipts and transfers. The Company evaluates this information,
together with weekly reports on merchandise statistics, prior to making
merchandising decisions regarding reorders of fast-selling items and the
allocation of merchandise.

         Also, sales associates can locate merchandise no longer available in
their store at any Talbots location with a single phone call, 24 hours a day,
seven days a week (except Christmas Day).

SEASONALITY


           The nature of the Company's business is to have two distinct selling
seasons, spring and fall. The first and second quarters make up the spring
season and the third and fourth quarters make up the fall season. Within the
spring season, catalog sales are stronger in the first quarter while retail

                                       10
<PAGE>   12
store sales are slightly stronger in the second quarter. Within the fall season,
catalog sales and retail store sales are the strongest in the fourth quarter.

COMPETITION

         The women's retail apparel industry is highly competitive. The Company
believes that the principal bases upon which it competes are quality, value and
service in offering classic apparel to build "head-to-toe" wardrobes through
both stores and catalogs.

         Talbots competes with certain departments of national specialty
department stores such as Lord & Taylor, Saks Fifth Avenue and Nordstrom as well
as strong regional department store chains such as Macy's, Marshall Field and
Dillard's. The Company believes that it competes with these department stores by
offering a focused merchandise selection, personalized service and convenience.
Talbots also competes with other specialty retailers such as The Limited, Ann
Taylor, Eddie Bauer and The Gap, and with catalog companies such as L.L. Bean,
Lands' End and Spiegel. The Company believes that its focused merchandise
selection in classic apparel, consistent private label merchandise, superior
customer service, store site selection resulting from the synergy between its
stores and catalog operations, and the availability of its merchandise in
misses, petites and woman sizes, distinguish it from other specialty retailers.

EMPLOYEES

         At January 29, 2000, Talbots had approximately 9,300 employees, of whom
approximately 2,500 were full-time salaried employees, approximately 1,300 were
full-time hourly employees and approximately 5,500 were part-time hourly
employees. The Company believes that its relationship with its employees is
good.

                                       11
<PAGE>   13
EXECUTIVE OFFICERS OF THE COMPANY

         The following table sets forth certain information regarding the
executive officers of the Company as of April 1, 2000:

<TABLE>
<CAPTION>
Name                                     Age             Position
----                                     ---             --------
<S>                                      <C>             <C>
Arnold B. Zetcher                        59              President and Chief Executive Officer
H. James Metscher                        43              Executive Vice President, Chief Merchandising Officer
Harold Bosworth                          51              Senior Vice President, General Manager, Talbots Kids
Paul V. Kastner                          48              Senior Vice President, International and Strategic
                                                            Planning
Edward L. Larsen                         55              Senior Vice President, Finance, Chief Financial
                                                            Officer and Treasurer
Michele M. Mandell                       52              Senior Vice President, Stores
Richard T. O'Connell, Jr.                49              Senior Vice President, Legal and Real Estate, and
                                                            Secretary
Mary R. Pasciucco                        46              Senior Vice President, Catalog Development and
                                                            Advertising
Bruce Lee Prescott                       44              Senior Vice President, Direct Marketing
Charles R. Richardson                    41              Senior Vice President, Information Services
Bruce C. Soderholm                       57              Senior Vice President, Operations
Stuart M. Stolper                        60              Senior Vice President, Human Resources
</TABLE>

         Mr. Zetcher joined Talbots as President in 1987. He has been President
and Chief Executive Officer and a member of the Board of Directors since 1988.
Mr. Zetcher was Chairman and Chief Executive Officer of John Breuner Company, a
home furnishings division of BATUS, and prior to that, Chairman and Chief
Executive Officer of Kohl's Food Stores, another BATUS division. Mr. Zetcher
also served as Chairman and Chief Executive Officer of Bonwit Teller in New
York, a high quality specialty apparel chain, and served in various capacities
during his ten years with Federated Department Stores.

         Mr. Metscher joined the Company in November 1998 as Executive Vice
President, Chief Merchandising Officer and in March 1999 was appointed to the
Company's Board of Directors. From 1996 to 1998, Mr. Metscher was President and
Chief Executive Officer of The Custom Foot, a specialty footwear company. From
1993 to 1996, Mr. Metscher was employed by Liz Claiborne, Inc., first as
President of its First Issue Division and later as President of the Liz
Claiborne Retail Division. Mr. Metscher had also been employed by the Company
from 1984 to 1993, holding positions of increasing responsibility including Vice
President, Merchandising and finally Vice President, Product Development.

         Mr. Bosworth joined the Company in June 1997 as Senior Vice President
and General Manager for Talbots Kids. From 1988 to 1997, Mr. Bosworth served as
Senior Vice President, Retail, of Ermengildo Zegna; and Senior Vice President
and General Merchandise Manager at the I. Magnin/Bullick's Wilshire division of
R.H. Macy, where he was responsible for numerous merchandising areas, including
children's. He also served in various capacities from 1972 to 1988

                                       12
<PAGE>   14
at J.W. Robinson's, a division of Associated Dry Goods; The Broadway, a division
of Carter Hawley Hale; and Jordan Marsh, a division of Allied Stores.

         Mr. Kastner joined Talbots in 1988 as Director, Business Planning and
Analysis and became Vice President, New Business Ventures and Strategic
Planning, Assistant Treasurer and Assistant Secretary in 1989. In 1994, Mr.
Kastner was promoted to the position of Senior Vice President, International and
Strategic Planning. Prior to joining Talbots, he was Director of Research and
Merchandise Information with John Breuner Company.

         Mr. Larsen became Senior Vice President, Finance, Chief Financial
Officer and Treasurer of Talbots in 1991. From 1989 to 1991, Mr. Larsen was Vice
President and Chief Financial Officer of Lillian Vernon Corporation. From 1977
to 1988, he held various positions with General Mills, Inc., including from 1985
to 1988 the position of Vice President and Group Controller of the Specialty
Retailing Group at General Mills, Inc.

         Ms. Mandell has been Senior Vice President, Stores since 1992. She
joined Talbots in 1983 as Store Manager, became District Manager in 1984 and
served as Regional Director from 1985 until 1992. From 1971 to 1983 she held
management and buying positions for Price's of Oakland in Pittsburgh,
Pennsylvania and A.E. Troutman Co. in Indiana, Pennsylvania.

         Mr. O'Connell joined Talbots in 1988 as Vice President, Legal and Real
Estate and Secretary, and became Senior Vice President, Legal and Real Estate
and Secretary in 1989. Prior to joining Talbots, he served as Vice President,
Group Counsel of the Specialty Retailing Group at General Mills, Inc.

         Ms. Pasciucco has been Senior Vice President, Catalog Development and
Advertising since 1989. From 1985 until 1989, she served as Vice President,
Catalog Development, and from 1982 until 1985, she served as Director, Catalog
Development.

         Mr. Prescott became Senior Vice President, Direct Marketing in August
1998. He joined Talbots in 1987 as Manager, Direct Marketing Fulfillment. In
1988, he was promoted to the position of Director of Marketing Fulfillment and
in 1991 became Director, Customer Service and Telemarketing. In 1994, he was
promoted to the position of Vice President, Customer Service and Telemarketing.
From 1976 to 1987, he was employed by Johnny Appleseed's serving as manager of
catalog operations and supervising retail distribution and customer service.

         Mr. Richardson joined Talbots in October 1998 as Senior Vice President,
Information Services. From 1997 to 1998, Mr. Richardson was Senior Vice
President and Chief Information Officer for Best Buy Company, Inc. From 1996 to
1997, Mr. Richardson was a Product Manager for Computer Associates
International, Inc. From 1992 to 1996, he was Senior Vice President, Information
Services for Ann Taylor, and spent ten years with The Limited, Inc. in various
positions at Abercrombie and Fitch, Limited Stores and Lane Bryant.

         Mr. Soderholm has been Senior Vice President, Operations since 1989. He
joined Talbots in 1976 as Director of Operations and served as Vice President,
Operations from 1980 to 1989.

                                       13
<PAGE>   15
         Mr. Stolper joined Talbots in 1989 as Vice President, Human Resources
and assumed the position of Senior Vice President, Human Resources and Assistant
Secretary later that year. From 1988 to 1989, he served as Vice President,
Administration at JUSCO USA. Prior to that time, he was Vice President, Human
Resources of the Specialty Retailing Group at General Mills, Inc.

FORWARD LOOKING STATEMENTS

*The Annual Report on Form 10-K contains forward-looking information within the
meaning of The Private Securities Litigation Reform Act of 1995. The statements
may be identified by an "asterisk" ("*") or such forward-looking terminology as
"expect," "look," "believe," "anticipate," "may," "will," or similar statements
or variations of such terms. Such forward-looking statements involve risks and
uncertainties including levels of sales, effectiveness of the Company's brand
awareness and marketing programs, effectiveness and profitability of new
concepts, effectiveness of its new e-commerce site and the overall effect of
e-commerce on Talbots business, store traffic, acceptance of Talbots fashions,
appropriate balance of merchandise offerings, and timing and levels of markdowns
and, in each case, actual results may differ materially from such
forward-looking information. Certain other factors that may cause actual results
to differ from such forward-looking statements are included in the Company's
Current Report on Form 8-K dated October 30, 1996 filed with the Securities and
Exchange Commission as well as other periodic reports filed by the Company with
the Securities and Exchange Commission and you are urged to consider such
factors. The Company assumes no obligation for updating any such forward-looking
statements.

                                       14
<PAGE>   16
ITEM 2.    PROPERTIES.

         The table below presents certain information relating to the Company's
properties at January 29, 2000:

<TABLE>
<CAPTION>
    Location                   Gross Square Feet       Primary Function                  Interest
    --------                   -----------------       ----------------                  --------
<S>                            <C>                     <C>                               <C>
Hingham, Massachusetts              312,161            Company headquarters              Own (46 acres)
Lakeville, Massachusetts            786,718            Distribution center               Own (110 acres)
Knoxville, Tennessee                 26,069            Telemarketing                     Lease
Tampa, Florida                       38,437            Systems center                    Lease
New York, New York                   20,500            Product development office        Lease
Hong Kong                            10,455            Merchandising and sourcing        Lease
Ontario, Canada                       1,119            Canadian regional office          Lease
London, U.K.                          1,093            U.K. management office            Lease

Stores throughout the U.S.,
   Canada and U.K.                                   Retail stores                     Own and lease (a)
</TABLE>

(a) Talbots owns the property for eight of its 673 stores.


         Except for retail store space, the Company believes that its operating
facilities and sales offices are adequate and suitable for its current needs. To
address expected future office and distribution space needs, in fiscal 1999, the
Company completed a 75,000 square foot expansion of its Hingham, Massachusetts
offices and construction on 125,000 square foot additional space at its
Lakeville, Massachusetts distribution facility is expected to be completed in
fiscal 2000. Additionally, the Company is currently in process of expanding it
Tampa, Florida Systems Center and its Knoxville, Tennessee Telemarketing
Facility. Talbots long-term expansion program, if successful, may require
additional office and distribution space to service its operations in the
future.

         At January 29, 2000, Talbots operated 673 stores; all but eight were
leased. The leases typically provide for an initial term of between ten and
fifteen years, with renewal options permitting the Company to extend the term
for between five and ten years thereafter. The Company generally has been
successful in renewing its store leases as they expire. Under most leases, the
Company pays a fixed annual base rent plus a contingent rent ("percentage rent")
based on the store's annual sales in excess of specified levels. The percentage
rent payment is typically 4% to 5% of annual sales in excess of the applicable
threshold. In a majority of leases negotiated since 1987, Talbots has a right to
terminate earlier than the specified expiration date if certain sales levels are
not achieved; such right is usually exercisable after five years of operation.
Most leases also require Talbots to pay real estate taxes, insurance and
utilities and, in shopping center locations, to make contributions toward the
shopping center's common area operating costs and marketing programs. The
Company has many lease arrangements that provide for an increase in annual fixed
rental payments during the lease term. At January 29, 2000, the current terms of
Talbots store leases (assuming solely for this purpose that the Company
exercises all lease renewal options) were as follows:

                                       15
<PAGE>   17
<TABLE>
<CAPTION>
                Years Lease                                          Number of
                Terms Expire                                     Store Leases(a)
                ------------                                     ---------------
<S>             <C>                                              <C>
                2000-2001................................................91
                2002-2004...............................................129
                2005-2007...............................................194
                2008 and later..........................................192
</TABLE>

(a) Certain leases have more than one store included within the leased premises.


ITEM 3.  LEGAL PROCEEDINGS.

         Talbots is a party to certain legal actions arising in the normal
course of its business. Although the amount of any liability that could arise
with respect to these actions cannot be accurately predicted, in the opinion of
the Company any such liability will not have a material adverse effect on the
financial position, results of operations or liquidity of Talbots.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 1999.

                                       16
<PAGE>   18
                                     PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

         Information concerning the market in which the Company's common stock
was traded in fiscal 1999 and the approximate number of record holders of common
stock and certain other information called for by this Item 5 are set forth
under the captions "Selected Quarterly Financial Data" on page 23 and "Market
for Registrant's Common Stock and Related Shareholder Matters" on page 24 of
Talbots Annual Report to Shareholders for the fiscal year ended January 29, 2000
and is incorporated herein by reference.

         At April 1, 2000, JUSCO USA held approximately 61.3% of Talbots common
stock.


ITEM 6.  SELECTED FINANCIAL DATA.

         The information called for by this Item 6 is set forth under the
caption "Five Year Financial Summary" on page 1 of Talbots Annual Report to
Shareholders for the fiscal year ended January 29, 2000 and is incorporated
herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         The information called for by this Item 7 is set forth under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations" on pages 2 to 6 of Talbots Annual Report to Shareholders for the
fiscal year ended January 29, 2000 and is incorporated herein by reference.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The information called for by this Item 7A is set forth under the
caption "Quantitative and Qualitative Disclosures about Market Risk" in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on page 5 of Talbots Annual Report to Shareholders for the fiscal
year ended January 29, 2000 and is incorporated herein by reference.

                                       17
<PAGE>   19
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The report of independent auditors, the consolidated financial
statements of Talbots, the notes to consolidated financial statements, and the
supplementary financial information called for by this Item 8 are set forth on
pages 7 to 22 of Talbots Annual Report to Shareholders for the fiscal year ended
January 29, 2000 and are incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Not applicable.

                                       18
<PAGE>   20
                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Information concerning Talbots directors under the caption "Election of
Directors" on pages 3 and 4 of Talbots Proxy Statement for Talbots 2000 Annual
Meeting of Shareholders, the information concerning Talbots executive officers
set forth in Part I, Item 1 above under the caption "Executive Officers of the
Company,"and the information under the caption "Section 16 (a) Beneficial
Ownership Reporting Compliance" on page 15 of Talbots Proxy Statement for
Talbots 2000 Annual Meeting of Shareholders, are incorporated herein by
reference.


ITEM 11. EXECUTIVE COMPENSATION.

         The information set forth under the caption "Executive Compensation" on
pages 6 to 11 of Talbots Proxy Statement for Talbots 2000 Annual Meeting of
Shareholders, the information concerning director compensation under the caption
"Director Compensation; Attendance; Committees" on pages 4 and 5 of Talbots
Proxy Statement for Talbots 2000 Annual Meeting of Shareholders, and the
information under the caption "Compensation Committee Interlocks and Insider
Participation" on page 12 of Talbots Proxy Statement for Talbots 2000 Annual
Meeting of Shareholders, are each incorporated herein by reference. The
information included under "Executive Compensation-Report on Compensation of
Executive Officers" and "Executive Compensation-Performance Graph" is not
incorporated in this Item 11.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information set forth under the caption "Beneficial Ownership of
Common Stock" on pages 14 and 15 of Talbots Proxy Statement for Talbots 2000
Annual Meeting of Shareholders is incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information set forth under the caption "Executive
Compensation--Certain Transactions with Related Parties" on pages 12 to 14 of
Talbots Proxy Statement for Talbots 2000 Annual Meeting of Shareholders is
incorporated herein by reference.

                                       19
<PAGE>   21
                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1)          FINANCIAL STATEMENTS: The following Independent Auditors' Report
                and Consolidated Financial Statements of Talbots are
                incorporated herein by reference to pages 7 to 22 of Talbots
                Annual Report to Shareholders for the fiscal year ended January
                29, 2000:

                       Consolidated Statements of Earnings for the Fifty-two
                       Weeks Ended January 29, 2000, the Fifty-two Weeks Ended
                       January 30, 1999 and the Fifty-two Weeks Ended January
                       31, 1998

                       Consolidated Balance Sheets at January 29, 2000 and
                       January 30, 1999

                       Consolidated Statements of Cash Flows for the Fifty-two
                       Weeks Ended January 29, 2000, the Fifty-two Weeks Ended
                       January 30, 1999 and the Fifty-two Weeks Ended January
                       31, 1998

                       Consolidated Statements of Stockholders' Equity for the
                       Fifty-two Weeks Ended January 29, 2000, the Fifty-two
                       Weeks Ended January 30, 1999 and the Fifty-two Weeks
                       Ended January 31, 1998

                       Notes to Consolidated Financial Statements

                       Independent Auditors' Report

(a)(2)          FINANCIAL STATEMENT SCHEDULES: The document and schedule listed
                below are filed as part of this Form 10-K:

<TABLE>
<CAPTION>
                                                                          Page in Form 10-K
<S>                                                                       <C>
                       Independent Auditors' Report on
                       Financial Statement Schedule                              F-1

                       Schedule II -- Valuation and Qualifying
                       Accounts and Reserves                                     F-2
</TABLE>

                       All other financial statement schedules have been omitted
                       because the required information is either presented in
                       the consolidated financial statements or the notes
                       thereto or is not applicable, required or material.

(a)(3)          The following Exhibits are filed as part of, or incorporated by
                reference into, this Annual Report:

                                       20
<PAGE>   22
Exhibit

(3)        Articles of Incorporation and By-laws.

           3.1       Certificate of Incorporation, as amended, of Talbots.(1)

           3.2       By-laws of Talbots.(1)

(4)        Instruments Defining the Rights of Security Holders, including
           Indentures.

           4.1       Form of Common Stock Certificate of Talbots.(1)

(10)       Material Contracts.

           10.1      Stockholders Agreement, dated as of November 18, 1993,
                     between Talbots and JUSCO USA.(2)

           10.2      Revolving Credit Agreement, dated as of January 25, 1994,
                     between Talbots and The Dai-Ichi Kangyo Bank, Limited, as
                     amended.(2), (6), (7), (9), (10), (16)

           10.3      Revolving Credit Agreement, dated as of January 25, 1994,
                     between Talbots and The Bank of Tokyo-Mitsubishi Trust
                     Company, as amended.(2), (6), (7), (9), (10), (14), (16)

           10.4      Revolving Credit Agreement, dated as of January 25, 1994,
                     between Talbots and The Norinchukin Bank, as amended.(2),
                     (6), (7), (9), (10)

           10.5      Revolving Credit Agreement, dated as of January 25, 1994,
                     between Talbots and The Sakura Bank, Limited, as amended.
                     (2), (6), (7), (9), (10), (11), (16)

           10.6      Revolving Credit Agreement between Talbots and The Dai-Ichi
                     Kangyo Bank, Limited, dated as of April 14, 1998, as
                     amended.(9), (14)

           10.7      Credit Agreement between Talbots and The Bank of
                     Tokyo-Mitsubishi, Ltd., dated as of April 17, 1998, as
                     amended.(9), (10), (14)

           10.8      Letter of Credit Agreement, dated as of August 10, 1993,
                     between Talbots and The First National Bank of Boston.(1)

           10.9      Letter Agreement, dated as of June 1, 1998, concerning
                     credit facilities, between Talbots and BankBoston, N.A.(10)

           10.10     Letter Agreement, dated August 11, 1998, concerning credit
                     facilities, between HSBC Corporate Banking, Marine Midland
                     Bank and Talbots.(10)

           10.11     Trademark Purchase and License Agreement, dated as of
                     November 26, 1993, between JUSCO (Europe) B.V. and The
                     Classics Chicago, Inc.(2)

                                       21
<PAGE>   23
           10.12     Services Agreement, dated as of November 18, 1993, between
                     Talbots Japan Co., Ltd. and Talbots.(2)

           10.13     Stock Purchase Agreement, dated as of November 26, 1993,
                     between Talbots and JUSCO.(2)

           10.14     License Agreement, dated as of November 26, 1993, between
                     The Classics Chicago, Inc., Talbots, Talbots International
                     Retailing Limited, Inc., Talbots (Canada), Inc. and Talbots
                     (U.K.) Retailing Limited.(2)

           10.15     Tax Allocation Agreement, dated as of November 18, 1993,
                     between JUSCO USA, Talbots, Talbots International Retailing
                     Limited, Inc., Talbots (U.K.) Retailing Limited and The
                     Classics Chicago, Inc.(2)

           10.16     The Talbots, Inc. Pension Plan for Salaried Employees, as
                     amended and restated January 1, 1989, including amendments
                     through January 1, 1994.(4)

           10.17     The Talbots, Inc. Retirement Savings Voluntary Plan, as
                     amended and restated, effective as of November 1, 1993.(4)

           10.18     Services Agreement, dated as of October 29, 1989, between
                     Talbots and JUSCO USA.(1)

           10.19     Share Purchase Agreement, dated as of February 21, 1995,
                     between Talbots and JUSCO USA.(3)

           10.20     Second Extension of Share Repurchase Program, dated as of
                     May 23, 1997, between Talbots and JUSCO USA.(5)

           10.21     Amendment to License Agreement, dated January 29, 1997,
                     among The Classics Chicago, Inc., Talbots, Talbots
                     International Retailing Limited, Inc., Talbots (Canada),
                     Inc., and Talbots (U.K.) Retailing, Ltd.(7)

           10.22     Third Extension of Share Repurchase Program dated as of
                     June 1, 1999 between Talbots and JUSCO USA.(13)

           10.23     Money Market Line Commercial Promissory Note dated August
                     20, 1999 from Talbots to BankBoston, N.A.(14)

           10.24     Fourth Extension of Share Repurchase Program dated January
                     20, 2000 between Talbots and JUSCO USA.(16)

                                       22
<PAGE>   24
         Management Contracts and Compensatory Plans and Arrangements.

           10.25     The Talbots, Inc. Supplemental Retirement Plan, as
                     amended.(1), (2)

           10.26     The Talbots, Inc. Supplemental Savings Plan, as amended.
                     (1), (2)

           10.27     The Talbots, Inc. Deferred Compensation Plan, as amended.
                     (1), (2)

           10.28     The Talbots, Inc. Amended and Restated 1993 Executive Stock
                     Based Incentive Plan.(10)

           10.29     Employment Agreement, dated as of October 22, 1993, between
                     Arnold B. Zetcher and Talbots, as amended by Amendment No.
                     1 dated May 11, 1994.(1), (4)

           10.30     Change in Control Agreements, between Talbots and each of
                     Edward Larsen, Michele Mandell, Richard T. O'Connell, Bruce
                     Soderholm, Stuart Stolper, Paul Kastner, Sandy Katz, Lucy
                     Main Tweet, Judith O'Keefe and Bruce Prescott.(2), (4)

           10.31     The Talbots 1995 Directors Stock Option Plan.(15)

           10.33     Employment Agreement, dated as of November 23, 1998,
                     between the Company and H. James Metscher.(10)

           10.34     Consulting and Advisory Services Contract between JUSCO USA
                     and Talbots dated as of November 1, 1999.(12)

(11)     Statement re Computation of Per Share Earnings.

           11.1      Incorporated by reference to footnote 12 "Net Income Per
                     Share" on page 21 of Talbots Annual Report to Shareholders
                     for the fiscal year ended January 29, 2000.


(13)       Annual Report to Security Holders.

           13.1      Excerpts from the 1999 Annual Report of Talbots
                     incorporated by reference.


(21)       Subsidiaries.

           21.1      List of subsidiaries of Talbots.(1)


(23)       Consents of Experts and Counsel.

           23.1      Independent Auditors' Consent of Deloitte & Touche LLP.

                                       23
<PAGE>   25
(27)       Financial Data Schedules.

           27.1      Financial Data Schedule for the year ended January 29,
                     2000, submitted to the Securities and Exchange Commission
                     in electronic format.

--------------------

(1)   Incorporated by reference to the exhibits filed with Talbots Registration
      Statement on Form S-1 (No. 33-69082), which Registration Statement became
      effective November 18, 1993.

(2)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 25, 1994.

(3)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated February 21, 1995.

(4)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 27, 1995.

(5)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated June 19, 1997.

(6)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated November 21, 1995.

(7)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated May 1, 1997.

(8)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated October 27, 1997.

(9)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated November 30, 1997.

(10)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 29, 1999.

(11)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated May 26, 1999.

(12)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated July 1, 1999.

(13)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated September 22, 1999.

                                       24
<PAGE>   26
(14)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated November 24, 1999.

(15)  Incorporated by reference to the exhibits filed with the Schedule 14A
      Definitive Proxy Statement dated April 22, 1996.

(16)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 25, 2000.




(b)        Report on Form 8-K:

                       The Company filed a Current Report on Form 8-K on
           November 24, 1999 pursuant to which various agreements and documents
           were filed by the Company, as identified therein.

                       The Company filed a Current Report on Form 8-K on April
           25, 2000 pursuant to which various agreements and documents were
           filed by the Company, as identified therein.


With the exception of the information incorporated by reference to the Annual
Report to Shareholders in Items 5, 6, 7 and 8 of Part II and Item 14 of Part IV
of this Annual Report, Talbots 1999 Annual Report to Shareholders is not to be
deemed filed as part of this Annual Report.

                                       25
<PAGE>   27
                                   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.

Dated: April 28, 2000

           THE TALBOTS, INC.
           (Registrant)


           By /s/ Edward L. Larsen
              ------------------------------------------
              Edward L. Larsen
              Senior Vice President, Finance, Chief
              Financial Officer and Treasurer (Principal
              Financial and Accounting Officer)

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 indicated as of April 28, 2000:



/s/ Arnold B. Zetcher                      /s/ Isao Tsuruta
----------------------------------         ------------------------------------
Arnold B. Zetcher                          Isao Tsuruta
President and Chief Executive              Director
Officer and Director



                                           /s/ Elizabeth T. Kennan
----------------------------------         ------------------------------------
Takuya Okada                               Elizabeth T. Kennan
Chairman of the Board of                   Director
Directors




----------------------------------         ------------------------------------
Eiji Akiyama                               Motoya Okada
Director                                   Director



/s/ H. James Metscher                      /s/ Mark H. Willes
----------------------------------         ------------------------------------
H. James Metscher                          Mark H. Willes
Officer and Director                       Director
<PAGE>   28
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
The Talbots, Inc.:

We have audited the consolidated financial statements of The Talbots, Inc. and
its subsidiaries as of January 29, 2000 and January 30, 1999, and for each of
the three years in the period ended January 29, 2000, and have issued our report
thereon dated March 15, 2000; such financial statements and report are included
in your 1999 Annual Report to Stockholders and are incorporated herein by
reference. Our audits also included the financial statement schedule of The
Talbots, Inc. and its subsidiaries, listed in Item 14 (a)(2). This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.




/s/ Deloitte & Touche LLP

Boston, Massachusetts
March 15, 2000

                                      F-1
<PAGE>   29
                                                                     SCHEDULE II

                       The Talbots, Inc. and Subsidiaries
                 Valuation and Qualifying Accounts and Reserves
                       Three Years Ended January 29, 2000
                                 (in thousands)

<TABLE>
<CAPTION>
                                          COLUMN A         COLUMN B         COLUMN C      COLUMN D         COLUMN E
                                                                   Additions
                                         Balance at      Charged to        Charged to
                                        Beginning of      Costs and          Other       Deductions      Balance at
Description                                Period         Expenses          Accounts         (A)        End of Period
-----------                                ------         --------          --------         ---        -------------
<S>                                     <C>              <C>                <C>          <C>            <C>
Year Ended January 29, 2000

Allowance for doubtful accounts
(deducted from accounts receivable)        $1,600           2,715              -           2,615           $1,700

Year Ended January 30, 1999

Allowance for doubtful accounts
(deducted from accounts receivable)        $1,400           3,152              -           2,952           $1,600

Year Ended January 31, 1998

Allowance for doubtful accounts
(deducted from accounts receivable)        $1,200           3,254              -           3,054           $1,400
</TABLE>


(A) Write-off of uncollectible accounts net of recoveries.

                                       F-2
<PAGE>   30
==============================================================================





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                 ---------------




                                    FORM 10-K


                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934


                                 ---------------



                                THE TALBOTS, INC.


                                 ---------------


                                    EXHIBITS


                                 ---------------



==============================================================================
<PAGE>   31
                                  EXHIBIT INDEX

Exhibit

(3)        Articles of Incorporation and By-laws.

           3.1         Certificate of Incorporation, as amended, of Talbots.(1)

           3.2         By-laws of Talbots.(1)

(4)        Instruments Defining the Rights of Security Holders, including
           Indentures.

           4.1         Form of Common Stock Certificate of Talbots.(1)

(10)       Material Contracts.

           10.1        Stockholders Agreement, dated as of November 18, 1993,
                       between Talbots and JUSCO USA.(2)

           10.2        Revolving Credit Agreement, dated as of January 25, 1994,
                       between Talbots and The Dai-Ichi Kangyo Bank, Limited, as
                       amended.(2), (6), (7), (9), (10), (16)

           10.3        Revolving Credit Agreement, dated as of January 25, 1994,
                       between Talbots and The Bank of Tokyo-Mitsubishi Trust
                       Company, as amended.(2), (6), (7), (9), (10), (14), (16)

           10.4        Revolving Credit Agreement, dated as of January 25, 1994,
                       between Talbots and The Norinchukin Bank, as amended.(2),
                       (6), (7), (9), (10)

           10.5        Revolving Credit Agreement, dated as of January 25, 1994,
                       between Talbots and The Sakura Bank, Limited, as
                       amended.(2), (6), (7), (9), (10), (11), (16)

           10.6        Revolving Credit Agreement between Talbots and The
                       Dai-Ichi Kangyo Bank, Limited, dated as of April 14,
                       1998, as amended.(9), (14)

           10.7        Credit Agreement between Talbots and The Bank of
                       Tokyo-Mitsubishi, Ltd., dated as of April 17, 1998, as
                       amended.(9), (10), (14)

           10.8        Letter of Credit Agreement, dated as of August 10, 1993,
                       between Talbots and The First National Bank of Boston.
                       (1)

           10.9        Letter Agreement, dated as of June 1, 1998, concerning
                       credit facilities, between Talbots and BankBoston, N.A.
                       (10)

           10.10       Letter Agreement, dated August 11, 1998, concerning
                       credit facilities, between HSBC Corporate Banking, Marine
                       Midland Bank and Talbots.(10)
<PAGE>   32
           10.11       Trademark Purchase and License Agreement, dated as of
                       November 26, 1993, between JUSCO (Europe) B.V. and The
                       Classics Chicago, Inc.(2)

           10.12       Services Agreement, dated as of November 18, 1993,
                       between Talbots Japan Co., Ltd. and Talbots.(2)

           10.13       Stock Purchase Agreement, dated as of November 26, 1993,
                       between Talbots and JUSCO.(2)

           10.14       License Agreement, dated as of November 26, 1993, between
                       The Classics Chicago, Inc., Talbots, Talbots
                       International Retailing Limited, Inc., Talbots (Canada),
                       Inc. and Talbots (U.K.) Retailing Limited.(2)

           10.15       Tax Allocation Agreement, dated as of November 18, 1993,
                       between JUSCO USA, Talbots, Talbots International
                       Retailing Limited, Inc., Talbots (U.K.) Retailing Limited
                       and The Classics Chicago, Inc.(2)

           10.16       The Talbots, Inc. Pension Plan for Salaried Employees, as
                       amended and restated January 1, 1989, including
                       amendments through January 1, 1994.(4)

           10.17       The Talbots, Inc. Retirement Savings Voluntary Plan, as
                       amended and restated, effective as of November 1, 1993.
                       (4)

           10.18       Services Agreement, dated as of October 29, 1989, between
                       Talbots and JUSCO USA.(1)

           10.19       Share Purchase Agreement, dated as of February 21, 1995,
                       between Talbots and JUSCO USA.(3)

           10.20       Second Extension of Share Repurchase Program, dated as of
                       May 23, 1997, between Talbots and JUSCO USA.(5)

           10.21       Amendment to License Agreement, dated January 29, 1997,
                       among The Classics Chicago, Inc., Talbots, Talbots
                       International Retailing Limited, Inc., Talbots (Canada),
                       Inc., and Talbots (U.K.) Retailing, Ltd.(7)

           10.22       Third Extension of Share Repurchase Program dated as of
                       June 1, 1999 between Talbots and JUSCO USA.(13)

           10.23       Money Market Line Commercial Promissory Note dated August
                       20, 1999 from Talbots to BankBoston, NA.(14)

           10.24       Fourth Extension of Share Repurchase Program dated
                       January 20, 2000 between Talbots and JUSCO USA.(16)
<PAGE>   33
           Management Contracts and Compensatory Plans and Arrangements.

           10.25       The Talbots, Inc. Supplemental Retirement Plan, as
                       amended.(1), (2)

           10.26       The Talbots, Inc. Supplemental Savings Plan, as
                       amended.(1), (2)

           10.27       The Talbots, Inc. Deferred Compensation Plan, as
                       amended.(1), (2)

           10.28       The Talbots, Inc. Amended and Restated 1993 Executive
                       Stock Based Incentive Plan.(10)

           10.29       Employment Agreement, dated as of October 22, 1993,
                       between Arnold B. Zetcher and Talbots, as amended by
                       Amendment No. 1 dated May 11, 1994.(1), (4)

           10.30       Change in Control Agreements, between Talbots and each of
                       Edward Larsen, Michele Mandell, Richard T. O'Connell,
                       Bruce Soderholm, Stuart Stolper, Paul Kastner, Sandy
                       Katz, Lucy Main Tweet, Judith O'Keefe and Bruce
                       Prescott.(2), (4)

           10.31       The Talbots, Inc. 1995 Directors Stock Option Plan.(15)

           10.32       Employment Agreement, dated as of November 23, 1998,
                       between the Company and H. James Metscher.(10)

           10.33       Consulting and Advisory Services Contract between JUSCO
                       USA and Talbots dated as of November 1, 1999.(12)



(11)       Statement re Computation of Per Share Earnings.

           11.1        Incorporated by reference to footnote 12 "Net Income Per
                       Share" on page 21 of Talbots Annual Report to
                       Shareholders for the fiscal year ended January 29, 2000.

(13)       Annual Report to Security Holders.

           13.1        Excerpts from the 1999 Annual Report of Talbots
                       incorporated by reference.
<PAGE>   34
(21)       Subsidiaries.

           21.1        List of subsidiaries of Talbots.(1)

(23)       Consents of Experts and Counsel.

           23.1        Independent Auditors' Consent of Deloitte & Touche LLP.

(27)       Financial Data Schedules.

           27.1        Financial Data Schedule for the year ended January 29,
                       2000, submitted to the Securities and Exchange Commission
                       in electronic format.

--------------------

(1)   Incorporated by reference to the exhibits filed with Talbots Registration
      Statement on Form S-1 (No. 33-69082), which Registration Statement became
      effective November 18, 1993.

(2)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 25, 1994.

(3)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated February 21, 1995.

(4)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 27, 1995.

(5)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated May June 19, 1997.

(6)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated November 21, 1995.

(7)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated May 1, 1997.

(8)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated October 27, 1997.

(9)   Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated November 30, 1997.

(10)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 29, 1999.
<PAGE>   35
(11)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated May 26, 1999.

(12)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated July 1, 1999.

(13)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated September 22, 1999.

(14)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated November 24, 1999.

(15)  Incorporated by reference to the exhibits filed with the Schedule 14A
      Definitive Proxy Statement dated April 22, 1996.

(16)  Incorporated by reference to the exhibits filed with Current Report on
      Form 8-K dated April 25, 2000.