Wesley S. McDonald - EVP and CFO Kevin Mansell - President Tom Kingsbury - Senior EVP Larry Montgomery - Chairman and CEO

Robert Drbul - Lehman Brothers Stacy Turnof - Merrill Lynch Christine Augustine - Bear Stearns Jeffrey Klinefelter - Piper Jaffray Charles Grom - J. P. Morgan Chase Richard Jaffe - Stifel Nicolaus David Cumberland - Robert W. Baird Adrianne Shapira - Goldman Sachs Dana Cohen - Banc of America Securities Charmaine Tang - Citigroup John Rouleau - Wachovia Securities Michelle Clark - Morgan Stanley Dana Telsey - Telsey Advisory Group

Good day everyone, and welcome to today's Kohl's Second Quarter 2007 Earnings Release. Please note that today's call is being recorded. Information provided on this call is related to the press release issued on August 16th, for the 2007 second quarter earnings release. Statements made on this call including projected financial results are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in such forward-looking statements. Such risks and uncertainties include, those that are described in Item 1A in Kohl's Annual Report on Form 10-K and may be supplemented from time-to-time in Kohl's other filings with the SEC, all of which are expressly incorporated herein by reference. Also, please note that replays of this call will be available for 30 days. But this recording will not be updated. So, if you are listening after August 16th, it is possible that the information discussed is no longer current. I would now like to turn the program over to Mr. Wes McDonald. Please go ahead sir. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Thank you. With me today is Larry Montgomery, Chairman and CEO; Kevin Mansell, President; and Tom Kingsbury, Senior Executive Vice President. I'll start off reviewing our financial performance for the quarter, as well as some balance sheet metrics, and turn it over to Kevin to talk about merchandising and marketing. Tom, will talk about our stores experience in 2007 expansion, and Larry will wrap up the call. Starting off with sales, sales for the second quarter were approximately $3.6 billion versus $3.3 billion last year, up 8.7%. For the first half of the year, sales were approximately $7.2 billion versus $6.5 billion, up 10.2%. In the second quarter, we achieved a 1.3% comp store sales increase. The comp in the quarter was a result of the increase in average transaction value of 2.5%, and a reduction in transactions per store of 1.2%. Our year-to-date comp increase of 2.5% was a result of an increase in average transaction value of 3.2%, and a decrease in transactions per store of 0.7%. The Mid-Atlantic and Southeast regions led the company for both the quarter and year-to-date periods. From the line of business perspective, men's and home led the company for both the quarter and year-to-date. All lines of business achieved positive comparable sale increases for the spring season. Our credit share was approximately 42% for both the second quarter and year-to-date periods, an increase of approximately 150% basis points over last year. Turning to gross margin, we continue to see improvement in our gross margin rate, which was 38.9% for the quarter versus last year's 37.5%, an increase of approximately 140 basis points, and 37.9% for the 2007 spring season versus last year's 36.9%, up approximately 100 basis points. The improvements were due to the continued impact of our merchandise and inventory management initiatives, improved markup, the adoption of markdown optimization, and increase penetration of private and exclusive national brands. Our expectation for gross margin for the third quarter is a 10 basis point to 20 basis point improvement over last year. As a reminder, last year's third quarter gross margin rate was helped by a one-time recognition of $15 million of gift card breakage, which increased gross margin by approximately 40 basis points. We'll expect a gross margin increase for the fourth quarter of 30 basis points to 40 basis points over the last year. Moving to SG&A, SG&A increased approximately 10.3% for the quarter and 11% for the year, slightly faster than sales for both periods. Credit and distribution expenses leveraged for both the quarter and the year. Both, store and advertising expenses did not leverage for the quarter, due to the moderation of sales late in the quarter and our desire to maintain a positive customer and store experience. SG&A is planned to leverage for the fall season at a 2% comp. By quarter, we would expect SG&A to grow 12% to 13% in the third quarter, primarily driven by incremental marketing expenses associated with the launch of new brand initiatives as well as our strategy to shift more marketing for new stores to the post-grand opening period. In the fourth quarter, SG&A expenses should grow 5% to 6% versus last year, due to the loss of the 53rd week and the shift of November week-one expense into the third quarter. Depreciation and amortization for the quarter was $106 million versus last year's $96.1 million, an increase of 10.4%. Our expectation for depreciation expense for the fall season is $120 million in the third quarter and $125 million in the fourth quarter. The increase in depreciation versus last year is partially due to a shift in our new store opening date. The majority of our new stores are opening in September week five this year versus October week one last year. Using the mid-month convention for recognition of depreciation expense, we will incur an additional five weeks of depreciation in the third quarter for the September openings. This results in an increase of approximately $4 million. Other factors include depreciation on major new investments such as our spring remodels, the installation of our point of sale system and investment in our e-commerce infrastructure, both of which went in service in this... will go in service in the third quarter. Preopening expenses of $8.7 million versus last year's $8.1 million. The second quarter includes expenses related to the 95 stores to be opened in the fall season. Our expectations for preopening expenses in the third quarter would be approximately $43 million and for the fourth quarter, approximately $9 million. Preopening expenses for the 2007 new stores are projected to average approximately $520,000 per store versus $580,000 per store last year. Operating income for the second quarter was up approximately 18% over last year. Operating margin for the quarter at 12.4% was up approximately 100 basis points over last year as we achieved another all-time high for the second quarter. Year-to-date operating income was up approximately 20% over last year, and operating margin is up approximately 90 basis points. Interest expense of $10.5 million versus last year's $6 million, change in $4.5 million, the increase in net interest expense is due to a decrease in interest income earned in 2007. Last year's interest income was driven by the investment of the $1.6 billion of proceeds received from J.P. Morgan Chase as a result of a sale of a proprietary receivable. Our income tax rate for the quarter was 37.85%. We would expect our tax rate to be 38.05% for the third quarter and 38% for the fourth quarter. Net income of $269.2 million, up approximately 16%. Year-to-date, net income up $478 million, up approximately 20%. Our EPS for the quarter of $0.83 is up 20% over last year and EPS for the year-to-date period is $1.48, up 26%. Moving on to the balance sheet, we currently operate 834 stores, compared to 749 stores at this time last year. Our ending square footage at the end of the quarter was gross square footage of 74,449 and selling square footage of 63,503. We currently have $35.6 million in investments, compared to $519.3 million last year. The decrease is the result of our stock repurchases in fiscal 2006 and 2007. Our inventory is $2.8 billion versus last year's $2.4 billion, and we continue to be pleased with our inventory management initiatives. At the end of the quarter, on average store is up approximately 5% to last year. On fixed assets for the season, capital expenditures were approximately $1 billion and we continue to expect capital expenditure of approximately $1.6 billion in fiscal 2007. Accounts payable, up about 6% over last year, AP as a percent of inventory was 38.2 versus our guidance of mid 30s. Looking forward to Q3, we'd expect AP as a percent of inventory to be in the high 40s. Weighted average number of shares basic 320.5 million for the quarter; year-to-date 321.1, diluted 323.2 for the quarter, 324.2 million for the year-to-date period. Our ending share count was 317.8 million. We completed our share repurchase program during the quarter, purchasing 5.3 million shares for $373 million at an average price approximately $70 per share. Since announcing our $2 billion share repurchase plan last year, we have purchased 32.8 million shares at an average price of $60.97. And with that, let me turn it over to Kevin to walk you through some of our merchandising, and marketing highlights. Kevin Mansell - President: Thanks Wes. Let me talk first about sales. As Wes mentioned, we achieved 1.3% comparable store sales increase for the quarter. All of our apparel businesses were affected by slowing demand during the quarter for seasonal merchandise, which is shorts, tees, and tanks. Men's led the company for the quarter, as they continue to see strong performance in tailored clothing, basics, and dress shirts. Children's, home, and footwear also outperformed the company during the quarter. Boy's, and infants and toddler led the children's business, while home saw strength in bedding, luggage, and decorative home. The footwear business was driven by athletic and children shoes. In women's the updated contemporary business continues to perform well, and reported mid single-digit comp store increases, while plastics, sportswear continues to trim downwards in brands other then Chaps. The strongest category in accessories was our beauty and fragrance business. Looking at the third quarter, we would expect August to be stronger than September due to the year-over-year comparisons. We would also expect October to be favorable due to the shifts that were weak from November into October with the calendar change. As always, individual months are influenced by weather patterns throughout the country. Moving on to merchandise initiatives, we continue to be pleased with the performance of all of our new exclusive brand initiatives launched this year, including the expansion of Chaps, and plus sizes in apparel and in home, and Tony Hawk into footwear. ELLE continues to perform extremely well and we remain on track to rollout to an additional 250 stores for September, with a full company planned by first quarter 2008. Finally, our extension of our exclusive daisy fuentes brand into intimates to all stores has also been a big success. The customer continues to respond well to all of our private and exclusive brand initiatives and their penetration reached 36.6% of total sales, up 320 basis points over last year. As you look at fall as you know, the two most important initiatives for fall 2007 are our partnership with Vera Wang across the whole store and the Food Network alliance in our home area. Both of these partnerships are on schedule and on track for the launch. Simply Vera Vera Wang will launch in all stores in mid-September and we will invest the fully integrated campaign across all of our media forms; cab, broadcast, direct mail, magazines and the Internet. In addition, Vera will be in a TV spot to talk about her sense of fashion to help launch the brand. Later in September, Food Network will launch, and will be supported by a completely integrated campaign as well, with significant marketing across all of our media forms. Moving on to inventory management, I am comfortable with our overall inventory levels and pleased with the content of our inventory going into the third quarter. We will continue to focus on receipt flow, resulting in better transitions and lower overall level of plan. We are also obviously happy with the results of our existing markdown optimization initiative and our test of a store level algorithm versus market level was very promising, and we will roll it out to all stores in the third quarter. Looking forward, I would expect inventory levels to be up mid single-digits on a per store basis versus last year at the end of the third quarter. This is mainly a result of the calendar shift, where we will be receiving more holiday goods during the last week of October, which is equivalent to last year's week one November. As Wes mentioned, our gross margin expectation for the third quarter is for an increase of 10 to 20 basis points, the equivalent of 50 to 60 basis points over last year's gross margin rate without the gift card breakage. We expect gross margin improvement for the fourth quarter of 30 to 40 basis points. Finally on marketing, we continue to feel that there is a major opportunity for Kohl's to increase our share wallet with both existing and new customers by encouraging our customer to shop other areas of the store that she may not be familiar with. Although it is very early in this initiative, we are very pleased with the early results of the Explore the Store initiative in both our marketing and the in-store environment. We also intend to continue to fuel our private and exclusive brand growth with our Only at Kohl's effort. We will put significant resources in marketing behind the launch of both Simply Vera Vera Wang and Food Network in the third quarter in order to drive awareness of these brands and their availability only at Kohl's. Although these brands will be a small part of our fall 2007 sales base, we are building for the future as we strive to continue to broaden our overall customer base. Finally, we are seeing all of our research metrics on Kohl's awareness and ad motivation increasing significantly through our marketing efforts. Let me turn it over to Tom, to talk about store experience. Tom Kingsbury - Senior Executive Vice President: Thanks, Kevin. Good afternoon. As a reminder, in first quarter, we opened 17 stores; 7 in March and 10 in April, including our initial entry into Idaho. This fall, we opened 95 stores, giving up the total of 112 for fiscal 2007. 80 stores were planned to open in October, our largest grand opening ever, for the balance of the stores open in early November. The innovation stores we opened in fall of 2006 continue to outperform the non-innovation stores. We have incorporated customer feedback in developing a 2008 prototype. We are continuing to evaluate the results of our 29 remodels. We are pleased with what we are seeing, but it is still too early to draw any definitive conclusions. We will continue to monitor their performance as well as customer feedback to further refine our remodel strategy. Our plan is to remodel approximately 55 stores in 2008, split approximately between the first and second quarter. We will support the launches of Simply Vera Vera Wang and Food Network with enhanced pictures in focal points in all our stores beginning with our launches in September. Our next generation POS system has been entirely deployed to all stores in time for back-to-school. Now I would like to turn it over to Larry for some concluding remarks. Larry Montgomery - Chairman and Chief Executive Officer: Thanks, Tom. We are very pleased that we are able to continue to grow our earnings meaningfully in difficult sales environment. We saw a significant gross margin expansion as many of our investment in people and systems continue to provide benefits. As Wes mentioned, our operating margin of 12.4% is up 100 basis points over the last year, and at an all-time high for the second quarter, and we continue to be well ahead of our plan for this metric over the next five years. We remain focused on our four initiatives: merchandise content, inventory management, marketing, and the in-store experience, and believe that we continue to make progress in all four of these areas. We are confident that this progress along with our reputation was delivering great value positions us to take market share throughout the fall season. Moving on to earnings guidance; in our last earnings call, we gave you guidance of $3.75 to $3.87 per diluted share for the fiscal 2007 year. We are adjusting this to $3.77 to $3.87 per diluted share. This, result of an increase in earnings per share of 14% to 17% over last year. This guidance reflects our second quarter performance as well as our share repurchase during the spring season. I would like to now breakdown the guidance by quarter. For the third quarter, we'd expect the comparable store sales increase of 2% to 4%, the total sales increase of 10% to 12%, and increase in gross margin of 10 basis points to 20 basis points over the last year, and SG&A growth of 12% to 13%. This would result in an earnings per diluted share of $0.67 to $0.71 for the third quarter. For the fourth quarter, we would expect comparable door store sales increase of 1% to 3%. Total store sales increase of 7% to 9%, and increase in gross margin of 30 basis points to 40 basis points, and SG&A growth of 5% to 6%. This would result in earnings per diluted share of $1.63 to $1.69 for the fourth quarter. In closing, I would like to remind everybody of our Annual Investor Conference in Indianapolis on Tuesday, October 2nd. You'll have the opportunity to view our latest innovation initiatives involving the Center Core and Juniors and Harris present our updated long range plans through 2012. With that, we'll be happy to take any questions. Question And Answer

Thank you. [Operator Instructions]. Our first question this afternoon will come from Bob Drbul with Lehman Brothers. Please go ahead. Robert Drbul - Lehman Brothers: Questions that I've first, when you look at the third and fourth quarter, and I guess especially around the two launches in September. Can you just quantify how much the advertising or media spend is going to be up specifically in... maybe in the third quarter versus last year? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Bob, it's Wes. We are not going to quantify it exactly. Obviously, our SG&A growth in the quarter is higher than our sales growth. A lot of it has to do with the launches; a lot of it has to do with as I mentioned earlier, our shift in advertising strategy where we are doing more advertising for the new stores post the grand opening period, so that's why preopening expenses were kind of flat for the spring season, given store count increase over last year. So... but, we are not going to break it out. Robert Drbul - Lehman Brothers: Okay. And given the completion of the buyback program, can you just give us updated thoughts around the opportunity for an additional program currently? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Bob,we certainly began to discuss this with the Board, and we will update you on more of a longer range capital structure in our October second analyst meeting. Robert Drbul - Lehman Brothers: Okay. Just one final question, on the inventory levels, can you maybe just give us the clearance levels versus last year in terms of the absolute percentage? Kevin Mansell - President: Yes, basically... its Kevin, Bob, they are basically flat, the last year comp. Robert Drbul - Lehman Brothers: Great. Thank you very much.

Our next question comes from Stacy Turnof with Merrill Lynch. Stacy Turnof - Merrill Lynch: Good afternoon. Could you comment on how the 30 stores that you remodeled this year performing relative to the non-remodels plan and how much that's impacting your comps? Larry Montgomery - Chairman and Chief Executive Officer: Yes, it's Larry. It's really been open for like 2.5 months. They started out pretty good. They continue to perform pretty well. We need to get through another two months just to figure out exactly how that work, but so far we are pretty pleased with the results. Stacy Turnof - Merrill Lynch: Great.And then my second question is any quantification on credit delinquency trends write-off etcetera? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: We haven't seen large increase in delinquency trends from us. We don't really have a significant amount of subprime guys in our credit card base, and we really haven't seen any down trend in on those metrics so far this year. Stacy Turnof - Merrill Lynch: Good to hear. Thanks so much.

Christine Augustine with Bear Stearns. Your line is open. Please go ahead. Christine Augustine - Bear Stearns: Thank you. Larry, I was hoping you might be able to share with us your current view on the Help the Consumer, and if do you think maybe we're starting to see a slowdown, if its showing up any of your businesses, have you seen any sort I don't know maybe trade down within price points anything that might indicate, you know, kind of what happened towards the end of the second quarter. Why things slowed? Larry Montgomery - Chairman and Chief Executive Officer: Unless the customers that are wearing seasonal product are being affected economically, I really can't point to it, because we do see a decline in transactions towards the end of the quarter. But at the end of the day, most of the businesses that we have been investing in, and our new initiatives continue to perform, and we think we are positioned pretty well as we normally are with our great value proposition to continue to take market share throughout the fall. Christine Augustine - Bear Stearns: Thanks. Larry Montgomery - Chairman and Chief Executive Officer: Hope that answers your question. Christine Augustine - Bear Stearns: Well, do you think the seasonal business just happened early? Larry Montgomery - Chairman and Chief Executive Officer: I think its seasoned business, seasonal business definitely happened early. We had a 10.5% comp in the month of May, and the seasonal business was great. Christine Augustine - Bear Stearns: So that maybe pulled forward. I am just wondering, if like the people are sort of running out of money, they come in once, they buy the seasonal. They don't come back to the store until there is another reason like back-to-school? Kevin Mansell - President: I mean, it's Kevin, Christine. I mean the only trends, the trends that we've seen in the business as it relates to some of the metrics you've called out, you know, average retail. You know about our strategy to move more into better invest. Those are continuing to be very positive average, you know, retail moved up in the quarter basically at the same rate that it's been moving up over the last 18 months. And most success definitely came in better and best. No question about that. I think... our best judge is that the consumer is still spending, but we need to provide newness, and we have got to have excitement, and we've got to give her a reason to buy. And so maybe the early success in the seasonal business drew some of the business out later and maybe they got tired of some of the product. We definitely have seen fashion, some of it well early for back-to-school. Christine Augustine - Bear Stearns: Okay, great. Thank you very much.

The next question will come from Jeff Klinefelter with Piper Jaffray. Jeffrey Klinefelter - Piper Jaffray: Kevin, just as a follow-up to that and thinking about seasonal, recalling that you did have very positive response to seasonal early in Q or late in Q1. When you look at it as a season overall, the first two quarters combined, how would you describe the performance either by comp or else versus plan of seasonal categories? Kevin Mansell - President: Those varied seasonal categories we talked about slightly trailed the store. It wasn't dramatic, but it did slightly trail the store. Jeffrey Klinefelter - Piper Jaffray: When you look at it for the first two quarters combined? Kevin Mansell - President: For the first six months -- Wesley S. McDonald - Executive Vice President and Chief Financial Officer: I think yes, that's correct. Jeffrey Klinefelter - Piper Jaffray: Okay. One another question on inventory, Wes, it's up I think you said 5% on a comp store basis at the end of the quarter. It is up by... it was 17% in total. The bulk of that I'd imagine being in new stores, the significant build in new stores that you have coming up as well as maybe a timing shift of the calendar. I mean is that the way to look at the total stores? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes, exactly. We got, as I mentioned, we're opening 95 stores this year versus 68 last year, so we want to make sure that they are fully set and set appropriately, so that's exactly the reason. Jeffrey Klinefelter - Piper Jaffray: Okay, all right. Thank you.

Charles Grom with J.P. Morgan Chase, your line is open. Charles Grom - J. P. Morgan Chase: Thanks. Good afternoon. With your traffic negative in the month, in the quarter, sorry and I think flat last quarter and obviously tickets supporting the comp then I am wondering how much higher you think you can push price points here. I know you have been successful with it in the past couple of years particularly in light of what appears to be a consumer slowdown here the past few weeks? Kevin Mansell - President: Well, we still... its Kevin and we still think there is a lot of room given the position we have in the market and the positioning of some of our competition particularly in the mall. There is a lot of space that we can move into, particularly as we provide better fashion, new exciting ideas, it's one of the reason I think all of us are so optimistic about the third quarter, since we have an awful lot of new exciting merchandise to be able to show her. And when we have done that in the past, we have yet to have a failure, they've all been successful. So, we still have room for sure to move our price points into better and best. Having said that, it's still all about value, so we are going to be providing a lot of value for what she gets. Charles Grom - J. P. Morgan Chase: Okay. And then Kevin, another one for you, there has been a lot of spec and a little bit of concern on the Vera Wang launch. I am wondering if you assumed any markdown pressure promotions just to be conservative in your back half, you I guess that's part one? And part two, and I guess overall could you address these concerns based on the product that you have seen before we see it? Kevin Mansell - President: Sure. I mean, the best way to answer the discussion around Simply Vera Vera Wang is that like every other brand launch we have done and we honesty I don't know we've ever had one that hasn't been successful. This one has been researched over and over with our core customer and it's been researched with the customer we are trying to reach too, and the response has been consistent. Great fashion, great value and they are very excited about it. I'm expecting it to be a big success. As I said when we talked about marketing, while Simply Vera Vera Wang and the Food Network are exciting new initiatives, when you look at on as a percent of our business for the fall, they are very small percent of the business, which is just another new layer that we think we'll get customer excited about Kohl's. Charles Grom - J. P. Morgan Chase: Okay, great. And then Wes, one for you. Could you comment on new store productivity on my math I get to about 70% in the second quarter which is the lowest in a couple of years? Is that just a function when you open the stores or is there something to read into there? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: No. It's a function of adding the 68K, there is a more significant part of our base. So, I think, I have mentioned maybe not to you Chuck, but to others out there would expect our new store of productivity overtime to be in the mid to high 60s as those become more part of our base. Charles Grom - J. P. Morgan Chase: Okay. It makes sense. Thanks.

Richard Jaffe with Stifel Nicolaus. Please go ahead. Richard Jaffe - Stifel Nicolaus: Thanks very much guys. Just a quick question on the remodels, they look terrific, they are easier to shop. Wondering how many more on that agenda for the balance of this year, and then if you look forward into '08 and '09? Kevin Mansell - President: There is really none left for this year, and we are 50 to 60 for next year. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: That will be 55 up next year. Richard Jaffe - Stifel Nicolaus: And perhaps the same like grade for '09 as well? Kevin Mansell - President: That'll we ramped up. Richard Jaffe - Stifel Nicolaus: Well, great. Okay. Thanks very much.

We go now to David Cumberland with Robert Baird. David Cumberland - Robert W. Baird: Thank you. On the comps guidance of 1 to 3 for Q4, is that different from the 2 to 4 you've used for other quarters due to the calendar shift? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes. David Cumberland - Robert W. Baird: And then for Kevin, are you still planning to announce a new brand later in the year? Kevin Mansell - President: We are, we've got several initiatives underway, and as we kind of said consistently David, we want to have newness each and every season, each and every year, so you can hear about new things yet this fall or 2008. David Cumberland - Robert W. Baird: Thank you.

Our next question will come from Adrianne Shapira with Goldman Sachs. Adrianne Shapira - Goldman Sachs: Thanks. Just follow-up of the previous question on the fourth quarter comp guidance, the 1 to 3, if it's a calendar shift, where is it shifting to because Q3 looks as if it's staying up 2% to 4% level? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Well I think we're being somewhat conservative. We just came off of a 1.3 comp in the second quarter, as our current... our current run rate is 2.5 so, it doesn't until we see it improve, I don't think is prudent to go out there and be real aggressive. Adrianne Shapira - Goldman Sachs: Okay, so the 2 to 4 comp shows some benefits? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes. You're not going to see the big shift until October. So let's get through August and September and maybe if we start doing a little bit better than our run rate, we get a little bit more aggressive on our comp assumption. Adrianne Shapira - Goldman Sachs: Okay. And then just on the traffic, you know, this is another second quarter we have seen moderation there. Just any thoughts what do you think it is attributable to competition with others perhaps more aggressive couponing. What's going on out there? Kevin Mansell - President: Yes, Wes pointed at me for that. Thanks Wes. It's Kevin Adrianne, I think definitely first quarter and second quarter transactions were less than last year, which is different than we had prior been running throughout 2006. And so as Wes said, I think as we work for the fall season, we want to make sure we are being conservative about our assumptions so that allows us enough flexibility and are planning to meet the operating margin goals and earnings per share goals, we are giving you. The only trends we are seeing are the ones I talked about earlier, which is customers are responding to newness and they are responding clearly, when we are excite them with our marketing. So we try to tailor that and put it as a strong point in both our third and fourth quarter marketing efforts, and we think we've got it well covered. Having said that, we are going to be conservative. Adrianne Shapira - Goldman Sachs: Okay. And then can I just talk about the Moments launch in intimates. I think you're launching it about 10th June. Any early reads on that line? Kevin Mansell - President: No, because unfortunately, we had planned to launch Moments in about 200 stores at the end of June and unfortunately, one of the key items that we had in the assortment wasn't going to make the launch. And I made a decision that to launch that brand without one of those key items really wouldn't do the brand justice with the customer, there are right and so we moved that into September, Adrianne. So Moments will launch in those same stores, the same 200 plus stores in, I think the third and fourth week of September, and I feel just as positive about as I ever did. It's a very exciting brand and it is very well positioned from a price point perspective, which was why I felt like it was a better idea to move it back a little bit, make sure we would complete the presentation. So we will report on it probably in September sales, at the end of September, and definitely will talk about it in the third quarter. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Just to keep some sort of perspective on traffic in the first quarter, it was down 0.1. Adrianne Shapira - Goldman Sachs: Thanks Wes. And then just Kevin, just had a last question on Vera. A lot of speculation and as you term it, in terms of high-end fashion just if you could help us understand the sourcing around Vera and how quickly you can react to trends and respond to perhaps the customer responses there? Kevin Mansell - President: I think from a classification standpoint, we have a lot of flexibility I would say, as it relates to items given the nature of the business and the fashion elements that's involved. You are not going to see us launch an item in the September launch Adrianne and then be able to recover on it and reintroduce it in early November. That's just not going to happen. But it's definitely going to be integrated into that overall cycle time reduction strategy that we have. And as it relates to classification selling, I think we can definitely react in the fourth quarter to what happens during the launch period. And as I said, I mean I can't emphasize enough. I know there has been an awful lot of discussion about the Simply Vera Vera Wang launch. I am very optimistic and very positive about it, only because that's what our customer is telling us and they are very optimistic and positive, and it seems to reinforce where we've had a lot of success in the last 6 months to 18 months, which is as we introduce new ideas, they get excited not only about the new idea, but it seems to lift the overall business in the area and in the store and it's why I think the four of us since we talked here are so excited about the third quarter. Adrianne Shapira - Goldman Sachs: Thank you.

We'll go next to Dana Cohen, Banc of America Securities. Dana Cohen - Banc of America Securities: Hey guys. Couple of questions. Just want to go back on the comp here. With the week shifting November into Q3, how many so it's that to the Q3 comp? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Well, I mean it's pretty meaningful that we put the entire effect in no, but given our current run rate of 1.3, I think it's prudent to not do that until we start seeing better results than what we've been running in August, September. If we are able to do better results-- Dana Cohen - Banc of America Securities: So that week in November is like a point to the quarter comp? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: That's probably close, yes. Dana Cohen - Banc of America Securities: Okay. And then most other people in department stores have said that that week is a big markdown week until it hit the gross margin in Q3 versus Q4, is this just a different cadence to the business? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes. We are continually taking markdowns as part of markdown optimization, so our cadence could be different than other people. That's a fair statement. Dana Cohen - Banc of America Securities: Okay. And then if you haven't changed the comp expectations for the back half for the year or even if you've adjusted it down slightly, but you have taken up the earnings expectations a bit, what's the offset? Is it gross margin? Is it reduced SG&A versus your original plan? Where should we think the difference is? Kevin Mansell - President: We didn't take up the earnings for the fall season. We just took up the earnings for the year-- Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes, we just took the earnings up on the low end. Our fall guidance was really unchanged for the total season. We never gave guidance by quarter, which is why we are doing it today. Dana Cohen - Banc of America Securities: Right. But the year was 375 to 387? Kevin Mansell - President: Correct. Dana Cohen - Banc of America Securities: And you came in at the middle of the range for Q2? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: That's correct. So we took it up $0.02 in the low end and left it unchanged, but if you do the math on the share repurchase, it's worth $0.02. Dana Cohen - Banc of America Securities: Got it, okay. And then on inventories, I recall... I thought you guided to positive low coming out of this quarter. Was I wrong on that or what's the difference? Kevin Mansell - President: No Dana, it's Kevin. We did guide to positive low and I think there were two things; the primary one was the 1.3 comp in the second quarter, and then just an impact of the shift. I think it was difficult for us to exactly understand that extra week and how much back-to-school receipts were going to be pushed up a week. On the... anything to do with the hangover, I feel great about that. We've had spectacular seasonal clearance selling and I am not concerned about that at all. And we have always been targeting mid single-digit comp increase for the end of the third quarter and we still plan to be there. Dana Cohen - Banc of America Securities: Okay. And then just lastly on the seasonal issue, as it progressed through the quarter. I mean does it change how you think about next year that in terms of new flows, maybe you can't hold on to the seasonal as long because it seems like possibly some others converted faster than you did? Kevin Mansell - President: I think that's... its Kevin. I think that's a fair point. I think we've looked at it, we clearly... I think have transitioned better, maybe started... possibly started back-to-school a little bit early. I do think on the strategy, Dana, to be fair that we've been working on it and talking about, are positively impacting our flow through in transition. So, in spite of our 1.3 comp, we delivered really good margin results, and a strong operating margin and great earnings per share, so I think it does say that the company has the ability to manage through that kind of situation very effectively. So, I think we're not perspective, we really too good about the handle we have in the business. Dana Cohen - Banc of America Securities: Great. Thanks so much.

Our next question will come from Deborah Weinswig with Citigroup. Charmaine Tang - Citigroup: Tuning in Charmaine Tang for Deb Weinswig. Can you give us a sense of how you're thinking about advertising as a percentage of sales, as well as the marketing mix going forward? Kevin Mansell - President: I mean overall as you look at it on an annual basis, it's going to go up by roughly the rate of sales increase because that's fair to say. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes, that's fair. Kevin Mansell - President: So, we would leverage advertising like we leverage our overall expense rate. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes. Charmaine Tang - Citigroup: Okay. And then in terms of the mix increases in the direct or the Internet side? Kevin Mansell - President: Internet... the fastest growing number in dollars will be in Internet and the largest dollar increases will probably occur in broadcast and direct mail, as we get more targeted, and we put more behind our branding efforts. Charmaine Tang - Citigroup: Okay. And then also I am not sure if I miss this, but how many 68k stores that you have at quarter end? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: At quarter end I think it was roughly 60. Charmaine Tang - Citigroup: 60. Okay, great. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Just not an exact number, but that's a ballpark number. Charmaine Tang - Citigroup: Okay. Thanks.

And we come now to John Rouleau with Wachovia Securities. Please go ahead sir. John Rouleau - Wachovia Securities: Solid quarter. My question is on the markdown optimization piece, I think you guys have previously said that the first quarter because of the timing in the wage systems took markdowns, and is that was likely to the lowest impact of the lowest improvement if you would on the gross margin side with regard to the markdown optimization software. Is that still the case or something kind of changed there? Kevin Mansell - President: I think we probably said that before the first quarter this year-- Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: I think what you're referring to John, because we were looking at pre-markdown optimization to post-markdown optimization. John Rouleau - Wachovia Securities: Okay. Kevin Mansell - President: As you look at it over the next few years, we... our thinking that there are additional benefits to come to our margin due to markdown optimization and the enhancements that we talked about in the earnings call. But we haven't given you any details as to how that affect each quarter. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Right. And if you remember last year we had half the chain on markdown optimization in both the third and fourth quarter. John Rouleau - Wachovia Securities: Got it. Okay. So, we start to anniversary that a little bit? Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Yes. John Rouleau - Wachovia Securities: And then I guess a quick update if you could on the size optimization program two. I know you've been rolling that in probably I think you've said in the past it has more of an impact, would might have more than impact on the holiday receipts and anything, but just maybe an update there would be helpful? Kevin Mansell - President: I think we're pretty much on track to where we forecasted, we would be right now and I would still check with what we said earlier, which really probably we are going to see the sales potential impact as we get into the fourth quarter and come out of the fourth quarter, and how we mange our inventory by size. I think that's still true. John Rouleau - Wachovia Securities: Great. Thanks.

We'll take a question from Michelle Clark with Morgan Stanley. Please go ahead. Michelle Clark - Morgan Stanley: Thanks. Kevin, two questions for you. One, can you tell us, which brands Vera Wang is replacing? And then secondly, from a sourcing perspective, what you are seeing in terms of costs? Kevin Mansell - President: Simply Vera Vera Wang brand was fit over with rest of our updated and contemporary brands. We've made... it would be way too much detail to get into on the call. We've made a lot of adjustments in terms of our floor space allocations and the location of special size business to open up some fixtures. As you probably know, we decided coming into 2007 to eliminate the Norton McNaughton brands, so that opened up some fixtures as well. It came on the classic side of the business. And then there were smaller, I wouldn't even really even call them brands, that were eliminated to create the space. But we are in a very good position from that perspective, the spaces there, and I forgot the second part. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: In-sourcing, sourcing -- Michelle Clark - Morgan Stanley: With the standpoint, yes, what you are seeing in terms of cost? Kevin Mansell - President: I think for our July trip overseas, I think we've heard a lot about sourcing pressure on costs, but in reality, the goods that we are pricing are actually coming in at the prices they were last year. So we are not seeing any inflation right now in our costs. Michelle Clark - Morgan Stanley: But do you expect to see some as we get into 2008, is that fair? Kevin Mansell - President: I think a lot will depend upon how we are able to flex our country of production. So I think there might be pressure in China and then it will be a question of whether or not, we can move some of the product to other areas of the world. It's again one of the reasons we've chosen to partner with Li & Fung because they give us the ability to flex our countries of production in terms of sourcing worldwide, and we don't get hedged into issues of one particular country. I think a lot of the pricing pressures that you are hearing about is in fact China-related. Michelle Clark - Morgan Stanley: Okay. And just one last question, what percent of total sourcing for you guys does come out of China currently? Kevin Mansell - President: We haven't ever given the percent by country and from a Southeast Asia perspective, it's the largest country of production today. Michelle Clark - Morgan Stanley: Okay. Kevin Mansell - President: The fastest, it is not the fastest growing. The fastest growing there India and Vietnam, but it is still a largest in terms of pure dollars. Michelle Clark - Morgan Stanley: Great. Thank you.

And our final question today will come from Dana Telsey with Telsey Advisory Group. Dana Telsey - Telsey Advisory Group: Good afternoon everyone. Can you please talk a little about the feature of Stamp 10 given that it's under review by Liz [ph], and also your home business, can you talk about plans to that going forward, new lines or what we should expect? Thank you. Kevin Mansell - President: Dana this is Kevin. On Stamp 10, we are going to partner with our supplier, and we will make a determination as we go into 2008, what we wanted to with Stamp 10 and they will be our partner every step on the way in that regard. As it relates to the home business, I think you've heard us say home and men's were very strong in the first half of the year. We've got a lot of opportunity in home. I think unfortunately or fortunately, depended upon how you look at it, the intention that the Simply Vera Vera Wang launch has been given by people has meant that Food Network, which is by in its own way an incredible brand, is not getting the attention it deserves and I think people are going to be very surprised, and how much Food Network could lift our home sales, and it's a very big positive for home. Dana Telsey - Telsey Advisory Group: And what is the expectation, how much you expect Food Network to lift the home business? Kevin Mansell - President: Again in terms of detailed presents and hours, we just don't give those out. But it's basically in every single one of our houseware classification, so it's broad based across housewares. Dana Telsey - Telsey Advisory Group: Alright.Thank you. Wesley S. McDonald - Executive Vice President and Chief Financial Officer: Thank you everybody.

Thank you everyone for your participation on today's conference. And you may disconnect at this time.