Carol M. Meyrowitz - President, Chief Executive Officer, Director Nirmal K. Tripathy - Chief Financial Officer, Executive Vice President Ernie Herrman - Senior Executive Vice President, President - Marmaxx

Analyst for Brian Tunick - J.P. Morgan Dana Telsey - Telsey Advisory Group Todd Slater - Lazard Capital Markets Kimberly Greenberger - Citigroup Dana Cohen - Banc of America Securities Jeff Black - Lehman Brothers John Morris - Wachovia Tracy Cogan - Credit Suisse David Glick - Buckingham Research Richard Jaffe - Stifel Nicolaus Analyst for Michelle Clark David Mann - Johnson Rice & Company

Ladies and gentlemen, thank you for standing by. Welcome to the TJX Company first quarter financial results conference call. (Operator Instructions) I would like to turn the conference call over to Ms. Carol Meyrowitz, President and CEO for the TJX Companies Inc. Please go ahead, Madam. Carol M. Meyrowitz: Thank you, Melissa. Good morning and before we begin, Sherry Lang has some opening comments.

Good morning. The forward-looking statements we make today about the company’s results and plans are subject to risks and uncertainties that could cause the actual results and the implementation of the company’s plans to vary materially. These risks are discussed in the company’s SEC filings, including without limitation the Form 10-K filed March 26, 2008. Further, these comments and the Q&A that follows are copyrighted today by the TJX Companies. Any recording, retransmission, reproduction, or other use of the same for profit or otherwise without prior consent of TJX is prohibited and a violation of United States Copyright and other laws. Additionally, while we have approved the publishing of a transcript of this call by a third-party, we take no responsibility for inaccuracies that may appear in that transcript. With respect to the non-GAAP measures we discuss today, reconciliations to some GAAP measures are included in today’s press release posted on our website, www.tjx.com. Thank you and now I’ll turn it back to Carol. Carol M. Meyrowitz: Thanks, Sherry. Good morning. Joining me on the call today with Sherry are Trip Tripathy, Jeff Naylor, and Ernie Herrman. Let me begin by saying we are very pleased with our performance in the first quarter. While the unfavorable weather in February and March hurt apparel sales and the challenges of the consumer environment did not help, we achieved these results by sharply executing the key elements of our off price business model and taking a strong strategic approach. We maintained our inventory discipline, which allowed us to mitigate our markdown risks and put us in an excellent position to take advantage of great buying opportunities in the marketplace. When the weather turned seasonable in April, we were ready to do business. We had freshness and excitement in our stores and offered our customers great brands and great value. While we believe that there was pent-up demand, our apparel business came back stronger than we had expected and we saw traffic increase during the quarter. As a reminder, we have always said that our business is weather sensitive because we have a buy-now, wear-now customer. That said, typically the weather evens out over a give year. I want to focus for a moment on the fact that since late 2005, we have delivered quarter on top of quarter of strong performance. We are well beyond the phase of fixing what was not working in the business and have proven the staying power of our strategies. While the numbers speak for themselves, I want to spend some time on this call sharing with you what is harder to see from the outside. As we have been delivering consistently strong performance, we have simultaneously been pursuing new growth opportunities and building and developing our organization to support that growth. First, however, let’s recap the consolidated numbers; net sales for the first quarter increased to $4.4 billion, 6% above last year. Consolidated comp store sales increased 3% over last year, slightly below our plans. Foreign currency exchange rates benefited comp sales by 1.5 percentage points, which was about what we had expected. Fully diluted earnings per share were $0.43 this quarter. This result includes a tax benefit of $0.02 per share, which Trip will discuss in a moment. Last year’s results include a $0.03 per share charge related to the computer intrusion. Excluding these items, our adjusted diluted earnings per share of $0.41 or 11% above last year and at the high-end of our range, despite our slightly reduced comp. Overall, pretax profit was 6.6%, just slightly below plan. Excluding the intrusion charge taken in the first quarter last year, pretax profit margins were 30 basis points below prior year, due to a slightly lower gross profit margin and reduced interest income versus last year. Gross profit margin was 24%, which was 10 basis points below last year. Through solid execution of our off-price fundamentals, merchandise margins increased 30 basis points in a challenging retail environment and over strong increases last year. This would have been even stronger were it not for the increases in fuel costs. In addition, investments in our European business and deleverage from buying and occupancy costs offset the merchandise margin gains. With all of this, we held segment profit margin flat to last year at 7.4% on what was essentially a 2% comp without currency. Trip will provide more details on this later. SG&A expense was flat to last year as we gained leverage on the 2% comp without currency due to effective expense management. In terms of inventories, at the end of the first quarter consolidated inventories on a per store basis were down 3%. We exited the quarter with very clean inventories and more open to buy than at this time last year. We continue to be in an excellent position to capitalize upon a marketplace that is certainly full of opportunities. Now to our divisional results, let’s begin with our domestic concepts. At the Marmaxx group, our largest division, comp sales were up 1%, segment profit was $278 million, up 2% over prior year, and segment profit was 9.9, down 10 basis points from prior year. Marmaxx achieved its 9.9 segment profit despite a 1 comp increase which speaks to its strong merchandise margins and expense control. Merchandise margins increased 10 basis points and were it not for increased fuel costs on freight, would have increased 20 basis points. We attribute our strong merchandise margins to very solid execution by the Marmaxx organization. As much as the cold weather in February and March hurt apparel sales, the warm weather boosted business in April. We navigated through the volatility by maintaining lean inventories, remaining flexible and taking advantage of buying opportunities. In this way, we mitigated our markdown risks and improved mark-on in a challenging retail environment. We are making amazing deals and are very encouraged by the amount and the scope of product, from the high-end to the moderate product. Some quick highlights on categories: dresses continued to be exceptional, with a double-digit comp increase over huge increase last year, which bodes very well for the summer selling season. We also are very pleased with the continued strong performance of our mega shoe shop and customer response to the cube at Marshalls. Accessory also continued to perform well above the chain during the quarter. As to home fashions at Marmaxx, while comps were down 4%, we lowered our inventory levels and are identifying areas that are working. We seeing faster turns and greatly improved gross margins. We are beginning to see positive comps in several areas and are strategically building inventory in those categories. Now to HomeGoods; comp sales at HomeGoods increased by 2% in the first quarter. Segment profit was $9 million and segment profit margin was 2.4%, which was lower than last year and our plan. HomeGoods flowed in an exciting mix during the first quarter. In April, we were pleased that HomeGoods did well, as they were up against one of their highest comps comparisons for the year. From a bottom line perspective, HomeGoods really felt the negative impact of rising fuel costs to a greater extent than our other divisions, [due to] the higher costs for shipping home product. We have initiatives in place to mitigate the freight impact and expect improvement in the back half. It’s important to note that while the weak environment never helps, we do not attribute HomeGoods’ shortfall in the first quarter to the weak home environment that other retailers are feeling. We continue to offer customers an exciting treasure hunt for unique home décor at compelling value. As we begin the summer sealing season, we like the freshness in our stores and the product in our pipeline and we are seeing nice momentum in the business. Moving to A.J. Wright, where we saw tremendous progress in the first quarter. Comp sales increased 6%, which was above our plan. On the bottom line, A.J. Wright was close to breaking even, which was significantly better than last year. We were very encouraged by the quarter and the strong April sales at A.J. Wright and we are feeling very good about this business for the following reasons. Customer traffic increased significantly as A.J. Wright builds its customers base and brand awareness. We have made key investments in order to operationally strengthen our infrastructure. In terms of the organization, we are in a great place with a team of A players on board. We continue to see good results in the categories where we have focused our attention. We feel much better about our marketing campaign and believe our new techniques are driving customer traffic. We were also very encouraged by the improvement we saw in A.J.’s store contributions, which was up 200 basis points. As we’ve said before, improvement in this metric is key to accelerating our rollout of new stores. In terms of store growth at A.J. Wright, in 2008 our plans call for netting five stores. We will continue to fill in existing markets but as we believe this business is in a very good place, we are considering opening one or two of these stores in new markets. As we have said previously, we will proceed prudently as this business gains traction. Longer term, we continue to view A.J. Wright as holding enormous growth potential for our company. Finally on our domestic divisions, at Bob’s Stores comp sales decreased 3% in the first quarter. In terms of bottom line results, Bob’s Stores segment loss was equal to last year. We believe their performance in the first quarter was completely a weather story. With a store base concentrated in the Northeast, Bob’s Stores was disproportionately hurt by the unseasonable weather during the first part of the quarter. Here again we were pleased to see sales increase dramatically when the weather warmed up in April. Now to our international division, which continues to be exceptionally strong. Let’s start with Canada, where first quarter performance at Winners and HomeSense was truly outstanding. For the first quarter, comp sales in Canada increased 20% in U.S. dollars and increased 4% in local currency, which we believe better reflects our operating performance. Segment profit was $41 million, which was well above plan, and segment profit margin increased 160 basis points to 8.4%. Our Canadian division achieved these great results through excellent execution of our off-price fundamentals. The Winners organization did a tremendous job of maintaining flexibility in its inventory position, find the right fashion at the right time, and flowing great brands at exciting prices to our stores. Our HomeSense business continues to perform very well and is making strong top line and bottom line contributions. Winners and HomeSense both have great momentum going into the second quarter. Moving to our European businesses, we are very excited with the progress we have made in the first quarter. Beginning with T.K. Maxx in the U.K. and Ireland, first quarter comps increased 6% in U.S. dollars and increased 5% in local currency, which again we believe better reflects our operating performance. Segment profit in Europe in the first quarter decreased to $1 million from $5 million last year. Excluding investment in our new European businesses, segment profit was $7 million, up by a strong 62%, and segment profit margin increased 50 basis points to 1.5%, both above our plan and over strong increases last year. T.K. Maxx continues to achieve remarkable results over strong comparisons in the U.K. and Ireland in the face of a challenging retail environment in those markets. I will say it again -- it’s about execution. The flexibility and resiliency of our business model is hard to beat, even when times get tough. In our T.K. Maxx stores in Germany, we are seeing inventory turns in our German stores that took us 14 years to reach in the U.K. This gives us great confidence that the German consumer is really getting our concept. Since our last conference call, we opened one additional store in Germany and again saw exceptional turns. We now have a total of six stores in Germany and by year-end plan to have a total of 10 stores in that country. We are also excited about our launch of HomeSense in the U.K. As we introduce the concept of off-price home fashions to that country, our first two openings were very strong and we plan to have a total of five HomeSense stores in the U.K. by year-end. It is very early but the early response was beyond what we had anticipated. I will speak more about the European expansion in a moment. At the top of this call, I said I was going to talk to some important things that are happening at TJX that may not be so visible. While we are busy executing extremely well on a day-to-day basis and delivering strong results, there is a great deal going on at TJX to position us for the future. It’s important for everyone to understand that we do not view ourselves as a mature company. Our vision for TJX is simple -- maximize and expand our concept globally; in other words, to be a global off-price value company. We have plentiful opportunities to grow domestically and internationally and we have solid strategies in place to achieve our goals. Unlike most retailers, we have developed organizations in several European countries, including the U.K., Germany, and Italy, which is a tremendous advantage in terms of future growth. Ultimately, we believe we can grow to more than 4,300 stores with our current portfolio in the countries where we currently operate. Let me share with you some key points. First is the flexibility of our business model which allows us to change with the taste of the consumer. Our entrepreneurial spirit is strong and we are taking intelligent risk and testing new ideas to change it up for our customers. We are well-positioned to attract a broad range of customers from the high, medium, and lower income demographic. We have great potential to grow domestically and in Canada, including unit growth and expanding into larger footprints. As we have discussed on our prior calls, we now believe we have the potential to grow our Marmaxx division by 400 additional stores. We are growing HomeGoods this year by 25 stores and believe the U.S. can hold about 550 to 600 HomeGoods stores. Also, as I mentioned earlier, we are feeling good about A.J. Wright and view this concept as a major growth vehicle for TJX in the U.S. In Canada, as we have discussed, we are starting a new concept later this year. Now I want to talk about our European growth opportunity, so that you really understand the potential that we see through our future. With a population close to that of the U.S., Europe can support thousands of stores and there is no competitors who can offer the value that we provide on the scale upon which we can provide it. It’s important to remember that we’ve built very successful businesses in Canada, the U.K., and Ireland, where other retailers have failed. And as I just mentioned, we are more pleased with the response from the German customers. We know how to do this. There’s another important point that I’d like to make here, and that is that Marmaxx, our cash engine that is funding our growth. While Marmaxx may be generating low single digit comps, it consistently performs as increased merchandise margins and throws off enormous cash. We do not take our eyes off the core business for one moment. We will continue to execute at Marmaxx while we pursue what we see as tremendous growth opportunities internationally. More specifically, we believe that Germany with is population of $82 million holds the potential for 250 to 300 T.K. Maxx stores. In the U.K. and Ireland, we believe we have the potential to grow HomeSense to 100 to 150 store chain. We also have opportunities to expand in the U.K. and Ireland with larger footprints T.K. Maxx stores. Longer term in Europe, we see more opportunities for expansion into new markets. To support our European growth, we have been doing a lot of strengthening up of our organization and infrastructure. We have dedicated significant resources to recruiting and in hiring the best of the best. We also have a new European shared service structure in order to support our new businesses as they grow. This new structure will allow us to leverage our business for the future across all of Europe. Building the team and developing the organization is one of my favorite priorities. We are funding new talent at the corporate level and have added a new Senior Vice President Procurement Director since our last call. We have also added several new merchants, creating a great balance between new ideas and in-depth off-price knowledge. We are also putting great emphasis on training future merchandise executives. I am very excited about our newly enhanced training program for merchants. This is a world-class, comprehensive program to support the development of people and talent for the future and our focus is on both the short-term and the long-term. Finally, I think it’s important to share with you how we approach growth. Our strategy is to be very methodical and I view myself as a builder. We are evolutionary, not revolutionary. We do a lot of testing, going step by step to build our businesses gradually to ensure that our foundation is secure, the infrastructure is strong, and we have clear visibility into financial returns before we accelerate growth while at the same time we make sure that we are not too risk adverse. We believe that this measured approach to grow combined with intelligent risk taking will continue to serve us well. Now to our financial strength, which is the solid foundation that supports our plans for the future growth. We continued to generate significant amounts of cash from our strong operations in the first quarter. We remain committed to our share buy-back program as an excellent way to return value to shareholders and in the first quarter, we repurchased $225 million of TJX stock, retiring 7 million shares. It remains our plan to repurchase at least $900 million of TJX stock in fiscal 2009. Additionally, in April we raised the dividend payment by 22% over the last dividend paid. Moving to guidance for the second quarter and the full year -- beginning with the second quarter, we expect diluted earnings per share to be in the range of $0.40 to $0.42. This compares to $0.13 in diluted earnings per share in the prior year, which includes $0.25 per share intrusion charge. Including this charge, our guidance represents a 5% to 11% increase over the adjusted $0.38 per share in the prior year. This outlook is based upon estimated consolidated comparable store sales growth of approximately 3%. While we believe these are prudent goals for the second quarter, I can tell you that we are motivated to surpass them and may have gotten off to a very good start. For the full fiscal 2009 year, we are maintaining our diluted EPS range of $2.20 to $2.25, including the benefit of the 53rd week. This range represents a 33% to 36% increase over reported EPS of $1.66 in the prior year, which includes a $0.25 per share charge related to the previously announced computer intrusions. Excluding the 53rd week impact and the prior year’s intrusion charge, our guidance is in the range of $2.11 to $2.16, a 10% to 13% increase over the adjusted $1.91 earned last year. I should note that while the $0.02 tax benefit in the first quarter does flow to the full year, with only one quarter behind us we are not updating our fiscal year guidance at this time. Summing up, let me recap the reasons for our confidence and our continued successful growth of TJX. First, our strong performance over the past two years plus demonstrates our ability to drive consistent and sustained earnings growth. At the same time, we remain focused on reducing costs and are reinvesting for the future. Second, we have one of the most flexible business models in the world and can respond and evolve along with our customers’ changing tastes. Third, we have huge opportunities to grow both domestically and internationally. Our new European businesses are off to a truly terrific start. Fourth, we have a strong management team in place that combines TJX experience with new talent and we are developing a worldwide organization to support that growth. Fifth, we are building platforms step by step both structurally and organizationally to support our growth and at the same time taking intelligent risk. And lastly, we continue to leverage our no-walls policy across divisions where ideas, initiatives, and best practices are bin shared. We continue with our mantra of execution, execution, execution to drive profitable sales growth. We are very excited about our opportunities and we believe we have solid strategies to support our growth. I would like to say that we are proud to have ranked number 132 in the most recent Fortune 500 rankings. Among all of the 500 companies listed, TJX ranked number 89 in total return to shareholders over the last 10 years and number 44 in return on equity and number 64 in return on assets. I look forward to updating you on our progress in the second quarter and now I’d like to turn it over to Trip. Nirmal K. Tripathy: Thank you, Carol and good morning, everyone. Before I outline our plans for the second quarter and full year, let me provide some detail on first quarter earnings results. First, a brief comment on the tax benefit of $12 million. This is a reduction in the tax reserves established under FASB interpretation 48 accounting for uncertain tax positions, which we did not anticipate when we entered the first quarter and updated our guidance in April. The benefit to EPS rounded to $0.02. Next, some additional color on our EPS results -- we delivered solid EPS growth despite a tough retail environment and increased cost pressures, notably fuel. Our operating businesses held a flat consolidated segment profit margin despite a comp that ex currency was 2% and increased fuel costs and investments in new businesses, which combined cost us about 25 basis points. These increased costs were offset by other improvements in our merchandise margin, as well as expense control. While pretax profit margin was down 30 basis points, it was just slightly below plan and on a segment basis, is virtually all due to corporate expense and interest income. Corporate expense was up $8 million versus last year, primarily due to the timing of expenses last year. If we look at fiscal years 2007 and 2006, this year’s numbers are very much in line with those levels. Interest income was down this year due to unusually large cash balances last year which, as you will recall, was due to suspension of the buy-back. This year we are buying back stock, have less cash, and therefore less interest income but are seeing a significant EPS lift in the share count which more than offset the lost interest income. So once again, we are very pleased with these results. Now to guidance -- for the second quarter of fiscal 2009, the company expects earnings per share in the range of $0.40 to $0.42, which represents a 5% to 11% increase over the adjusted $0.38 per share in the prior year. We are assuming a second quarter top line of approximately $4.6 billion, which a comp sales increase of approximately 3% on a consolidated basis, which includes approximately 50 basis points due to foreign exchange and a 2% comp sales increase at the Marmaxx group. For the months of May, June, and July, we are planning for consolidated comp sales increases in the range of 1% to 2% in May, 3% in June, and 3% in July. For Marmaxx, we are planning on comp sales increase of flat to 1% in May, 2% in June, and 2% to 3% in July. Pretax profit margins are planned in the 6.5% to 6.7% range, flat to down 20 basis points versus the prior year, primarily due to our investments in new European businesses, which we will begin to anniversary in the third quarter. Excluding these investments, we plan the business down 10 to up 10 basis points on a 2% to 3% comp ex currency. For modeling purposes, we are planning a tax rate of approximately 38.7% and weighted average outstanding shares of $447 million, and interest expense of $3 million this year versus income of $1 million last year, a 10 basis point increase. For the full fiscal 2009 year, as Carol discussed, we are maintaining our EPS range of $2.20 to $2.25, including the benefit of the 53rd week. Excluding the 53rd week impact and the prior year’s intrusion charge, our guidance is in the range of $2.11 to $2.16, a 10% to 13% increase over the adjusted $1.91 earned last year. Again, while the $0.02 tax benefit in the first quarter does flow to the full year, with only one quarter behind us we are not updating our fiscal year guidance at this time. We are confident in our ability to achieve 10% to 13% EPS growth. Again, we have set prudent goals for the second quarter. It is also important to note that again, in the third quarter we will begin to anniversary the investments in our European businesses, which is contemplated in our guidance. And as Carol said, May is off to a good start. To keep the call on schedule, we ask that you please limit your questions to one per person. Thank you and we will take questions now.

(Operator Instructions) Our first question comes from Brian Tunick. Please go ahead. Analyst for Brian Tunick - J.P. Morgan: Good morning. It’s [Evelyn Copelman] for Brian. Our question is about comp growth at Marmaxx. Looking at the past three quarters, it’s been relatively weak and your guidance for the second quarter at 2% is better than Q1 and the past three quarters, despite tougher comparisons. So if you could talk a little bit about maybe the challenges for comp growth, aside from weather, that you’ve seen over the past three quarters and maybe your confidence about the second quarter comps, that would be great. Thank you. Carol M. Meyrowitz: Well first of all, Marmaxx, their merchandise margins have been very, very strong and their segment profit has been very strong. We have basically been keeping Marmaxx between planning at a 2 comp for the year, you know, leveraging the bottom line pretty strong. And I’ll have Ernie talk a little bit to it but we are feeling pretty good about Marmaxx.

I think the -- we had a decent fourth quarter I think where the sales were kind of in line with the second quarter guidance here. I think what happens is part of this weather issue that we ran into in first quarter, we anticipate that that kind of comes out of the equation. I think Carol mentioned before that over the course of the year, that always evens out and I think in second quarter, we anticipate that a lot of the exciting deals that also I think Carol mentioned in the release here are going to take place, so that’s one reason we’re feeling like it’s still a prudent guidance, even though we are up against a decent number last year. But I think we are pretty optimistic, given a lot of the buys that we’ve made recently. Carol M. Meyrowitz: I think we are positioned very well and as you can see in April when the weather broke, Marmaxx had a huge comp and very strong apparel sales. Thank you.

Thank you. Our next question comes from Dana Telsey with Telsey Advisory Group. Please go ahead. Dana Telsey - Telsey Advisory Group: Good morning, everybody. Can you talk a little bit about the levers of merchandise margin improvement? How are you seeing it, how does it vary by division? And also, the strength in Europe, Carol, what are you seeing there in terms of traffic and just the assortment there versus what you have here? How are you looking at it? Thank you. Carol M. Meyrowitz: Well, in terms of margin, actually we have margin improvement pretty much across the board. Some pretty staggering results in Winners, Marmaxx being very strong, T. K. -- I mean, we can give you -- Trip can give you that specific numbers sort of offline but really very, very strong across the board. So we are, as you can see, very open to buy, very liquid, and truly taking advantage out there. So we are positioned extremely well. I am very happy to say that our traffic for the quarter was up, which bodes very well for the future as well as our transactions being up, traffic being up, and our average basket being slightly up. We’ve also introduced our TJX credit card, which seems to be stimulating additional traffic, which again is going to be very strong for the future. So we are feeling pretty positive about that. Dana, what was your second question? I apologize. Dana Telsey - Telsey Advisory Group: The international business, the assortment there, perhaps in Germany and the U.K., how it differs from the U.S. and the buys there? Carol M. Meyrowitz: First of all, Germany is off to an amazing start. I mean, if I say that we are turning the German business as fast as the U.K. business and it took us many, many years to be able to achieve those kinds of turns. We have a very solid team. We have over 14 people established in Germany that are buying predominantly German product. In addition, that German product is working very well in the U.K. So it’s really helping both businesses. The U.K. buyers buying for Germany and the German buyers buying for the U.K. and they really take the best of the best vendors. So it’s opened many, many doors for us. The other piece that is pretty exciting is the vendor community is very, very open to us and excited about us entering that market, so we haven’t had any barriers there. Dana Telsey - Telsey Advisory Group: Thank you.

Thank you. Our next question comes from Todd Slater with Lazard Capital Markets. Please go ahead. Todd Slater - Lazard Capital Markets: Thank you very much. Hello, everybody. My one question is on A.J. Wright, since it has such potential to really move the needle and you have a positive $4 million profit swing there and you’ve done a lot to enhance the management team with a lot of like A level merchants and you targeted a number of areas. I’m just wondering if you could talk about what those targeted investments are yielding, what has to happen next for you to consider this more aggressive rollout? Thanks. Carol M. Meyrowitz: Well, as I said before, this is really the first time that we are sort of opening the door to looking at some additional markets and as we said, we are -- our performance, our four-wall performance has increased dramatically over 200%, so we are starting to look at that right now. The areas that we focus on -- accessories, shoes, juniors, young men’s, and kids, are all very, very strong. Our customer count is way up, our turns are better, so we are starting to feel pretty good about this business and are evaluating it and are expanding and looking at some additional markets. Again, we will be very opportunistic in terms of the real estate, which I think today is very interesting because there are a lot of doors shutting, which may give us some opportunities that we may not have had a year or two ago, so we are wide open for this. Todd Slater - Lazard Capital Markets: Okay. Thank you.

Thank you. Our next question comes from Kimberly Greenberger with KCIT. Kimberly Greenberger - Citigroup: Good morning. It’s Kimberly Greenberger from Citigroup. Carol M. Meyrowitz: I thought you were from Citigroup, Kimberly. Kimberly Greenberger - Citigroup: Fuel costs, you mentioned some initiatives to offset rising fuel costs. When do you expect those to kick in and secondarily, Trip, if you could give us a little bit more detail on the breakout on the gross margin, how much did buying and occupancy delever, what was the deleverage due to the European investment and then the fuel cost component? That would be great. Thanks. Carol M. Meyrowitz: First of all, Kimberly, we’ve really been able to mitigate the fuel. As you can see, we’ve done a great job in terms of managing expenses. We have -- we are looking at many areas in terms of fuel and our network, how we deliver to the stores, the timing of the way we deliver to our stores, so I think we will see a little bit of -- we’ll have a little bit of an advantage in the second quarter in terms of mitigating it and I think in the back half, we’ll see a little bit more, especially in home goods where there are very strong initiatives in place, and Trip will go through the numbers with you. Nirmal K. Tripathy: So Kimberly, you asked about gross profit and buying and occupancy, deleverage, et cetera. So first of all, gross profit was down 10 basis points through last year as we mentioned, and between buying and occupancy deleverage and investments in the new businesses, you are looking at about 25 basis points there, along with some other expenses, which obviously drove it to almost 40 basis points. But that was more than offset by 30 basis points in merchandise margin improvement and I would just point out that the merchandise margin number included the impact of fuel costs, so frankly the merchandise margin performance was even better and helped to offset the fuel costs. So overall, I think we are very pleased with our offsets that we’ve been able to achieve on the cost lines on gross profit in particular, and then in addition, SG&A was flat to last year which once again, we are very pleased about. We talked earlier about segment profit being flat, once again very pleased about that, and interest went the other way once again as we mentioned, about 10 basis points. So that helped us, although we were 30 basis points below last year we were just slightly below plan and overall, that’s the reason we are feeling good about the quarter. Kimberly Greenberger - Citigroup: Great. Thanks and good luck here in the second quarter.

Thank you. Our next question comes from Dana Cohen. Please go ahead. Dana Cohen - Banc of America Securities: If you could just clarify a bit on the corporate expense, the timing issue and how we should think about it as we move through the year. Nirmal K. Tripathy: If you go back to ’06 and ’07, as I mentioned, you’d see we are about in the $30 million range on corporate expense. And then what happened in ’08 was we had a number of things going on, some of it timing of some corporate expenses and that’s primarily the reason why we had about a $10 million swing in that year. You will see we are back to -- I hate to call it a normal level but we are certainly up to a more normal level this year at $31 million, and that’s after making various investments in talent and training and other things that Carol had talked about. And then you will see in our second quarter guidance, we are really back to a year ago. So I would just call it out as an anomaly, if you would, last year and a reduction because of various factors but I think we are just back to a more normal level right now. Carol M. Meyrowitz: Dana, in addition we had several high level openings that we again, you know, filling in our talent -- a director for Germany, two GM [mems] in HomeGoods, relocations, our Chief Procurement Officer, so we had a lot of that spread out through the year but of course we -- again, we were able to find some terrific talent that really came in in the first quarter and those positions are filled, and that is also part of the corporate expense. Dana Cohen - Banc of America Securities: Thank you. Nirmal K. Tripathy: And Dana, just to talk to timing, if you look at full-year last year, you will see we were about flat to the prior year. Dana Cohen - Banc of America Securities: Got it. Okay. Nirmal K. Tripathy: -- it’s a timing issue in the first quarter last year.

Thank you. Our next question comes from Jeff Black. Please go ahead. Jeff Black - Lehman Brothers: Thanks. Good afternoon, everybody. I guess just a couple of longer term questions on Europe, since you called it out so much. On sales, how fast are we talking about ramping Europe up? I mean, what do we look like in terms of percent of sales contribution in 2010, 2011 for example? On expenses, I know you just talked short-term but is there going to be an impact longer term as we look at ramping up that division? And finally on the operating margin, is there anything structural over there that would lead us to a lower operating margin than we are used to at the Marmaxx division, or do you think that sort of 10-ish rate is possible over in Europe over time? Thanks. Carol M. Meyrowitz: Well, first of all with Europe, and I’m going to say that we are surprised at the response in Germany and in HomeSense. We weren’t expecting that to happen quite as quickly. We have put out there and we have thought in our model that we would start to break even or make money in year four. We probably see that happening earlier than that. We are obviously because of this going to sit down and strategically looking at it as we are building in a shared service structure that is going to answer number two, which we think is really going to leverage the combination of HomeSense, Germany, and the U.K. So are we going to hit a 10%? You know, I don’t think we’ll hit a 10% but I can tell you that we are probably in the 8 range and we are also seeing some interesting things happening on the rent side of the business, where we are seeing -- where we used to have caps. We are taking advantage of some situations in the U.K. now and German real estate is less costly than the U.K. real estate. So we will probably look to get more aggressive in terms of adding stores and we do see the profit bottom line probably accelerating faster than we had thought previously.

Thank you. Our next question comes from John Morris. Please go ahead. John Morris - Wachovia: Thanks. Congratulations on a great quarter. A question relating to advertising, Carol, in terms of your marketing approaching. You all have been doing some pretty creative things in the past and I’m wondering if you can update us on some of your marketing and advertising initiatives on a go-forward basis and if there is a change year over year in spending there. Carol M. Meyrowitz: In dollars, we are slightly up. We think again we are using our dollars more wisely. Each division is a little bit different and in A.J. Wright, we have dramatically changed. Last year we were on television and this year we are not, but we found a great approach to get to our consumer and it’s really working. I really cannot go into detail because these are really obviously trade secrets. And in Marmaxx, we’ve been testing again targeting a little bit different and we are pretty excited about it and we are going to be rolling out some things in the back half that we are finding are working in the first half, so we’ve taken a group of markets and we are experimenting. And as I’ve said before, with John Gilbert on board, he is really helping us to target a lot better. So we’ve been pretty aggressive but the first half and really the first quarter was about learning are these things going to work. We are finding some things that are working and then we will start rolling it out in the back half.

Thank you. Our next question comes from Paul Lejuez. Please go ahead. Tracy Cogan - Credit Suisse: It’s Tracy [Cogan] filling in for Paul. I was hoping you guys could give us a little more color on the SG&A line. How were you able to do better than plan this quarter? And if there are initiatives in place or continuing initiatives as the year progresses, if you could detail those. Thanks. Carol M. Meyrowitz: I’ll have Trip talk to the SG&A but we have many, many initiatives. Again, our Chief Procurement Office is on board and we’ve probably seen non-merchandise procurement as one of the earlier quick ways of us finding some low hanging fruit -- supply chain, in-store labor, and markdown optimization will probably be a little bit longer term but I think we’ll have some quick wins earlier on. And Trip, the SG&A. Nirmal K. Tripathy: So SG&A first quarter, as I mentioned, was flat to last year and we are sort of expecting that in the second quarter as well. And I would just say I think the divisions are doing a great job of controlling expenses. It’s a combination of short-term, tighten-the-belt stuff but also as we’ve talked previously, both short-term and long-term, more programmed initiatives, like the non-merchandise procurement fees, like store payroll, the longer term initiatives around supply chain. So I think what you are seeing is some of those programmed initiatives kicking in and helping to offset risings costs but also short-term as you would expect, tighten-the-belt stuff taking place at the divisions and corporate, and that’s what generate the SG&A results.

Thank you. Our next question comes from David Glick. Please go ahead. David Glick - Buckingham Research: Good morning. Congratulations on the quarter. Carol, just to follow-up on Marmaxx, the home business, it seems like the turnaround of that business is really key to sustaining the momentum in that division and you’ve made some progress over the last couple of months. Can you give us a little more specifics on what’s working, what’s not working, the mix changes there? Does that help you or hurt you from a margin perspective in terms of the mix of those business? Because you can see some variation within the home store. Just some color on that would be helpful. Carol M. Meyrowitz: Okay, well, David, I’ll have Ernie comment. Just overall, they have brought their inventories down as we strategized it and the turns in our home are a lot stronger. They are very, very focused on bringing fresh new product and I think if you walk the stores today, it’s a lot more exciting and there are certainly places that we are seeing it working. We will start to strategically invest more inventory. We’ve also tested our new home prototype and Ernie can talk a little bit more about that.

Yes, David, as Carol was saying, I think one of the keys has been we’re a little more eclectic in the mix today than we were. We are more assorted. We are not -- really we don’t have a lot of looks that we had a year ago and that was one of our problems with the execution. So we are seeing better turns obviously on less inventory and that’s really the first sign of help we wanted to see. I think, as Carol also mentioned, we are surgically going in at certain categories and putting back some more inventory and buying more goods where we are having success. So there are some categories there, which I wouldn’t want to give you specifics on, but that we are going to chase over the next quarter because we are getting some good reads. As far as the new prototype goes, we’ve tried that in a few stores and a little early to read results but that combined with the mix seems to be like it’s a positive direction for us, and so I think we will continue on that path. The first primary mission here is to make sure the mix is more exciting than it has been in the path and we’re feeling pretty good about it. David Glick - Buckingham Research: What’s a reasonable amount of timeframe to get this business back to break-even, flat comp and hopefully moving into positive territory?

Well, I would tell you, David, that actually what we are seeing now -- in this business, when you are seeing turns kick in the way it is, the customer is voting that they are liking now what they see out there. We’ve had less inventory so I’m seeing right now the sign of heading already in the right direction. By the way, we talked about this last fall, we were hoping to get to this point and I would say over the next six months-ish, I think we will be getting better comps out of the area. David Glick - Buckingham Research: Great. Thanks very much. Good luck.

Thank you. Our next question comes from Richard Jaffe. Please go ahead. Richard Jaffe - Stifel Nicolaus: Thanks very much. A follow-on question, I guess, about Europe; in the past, we’ve heard about what Europe has taught you, particularly the U.K. business and bringing footwear into Marshalls, some other learnings. Are there other things that we can -- that you guys have gleaned from Europe that will apply to the Marmaxx business to help that grow and are there other initiatives within the Marmaxx box like Runway and Cube that we can look forward to in the current year? Carol M. Meyrowitz: Well, I think we have quite a few initiatives in Marmaxx in place now and I think as far as initiatives go, the go both ways across the ocean. The U.K. is just getting into jewelry and their accessory business is huge. Marmaxx has many, many tests underway and are in process of a new home prototype, the Cube, which is going to be over 300 and hasn’t even launched yet, which we are seeing positive results. And there are many other categories that we are testing new things in and Ernie, you want to comment? Because I think there’s a lot of new things going on in Marmaxx.

Yeah, I think within the business, we still feel very good obviously about our accessory business. I think that was mentioned earlier, so we’re looking at different ways to accelerate that. As far as some of the other little test, I would hesitate to comment on any specifics at this point, as some of the results are too early to talk about, I think. Certain ends of the fashion business obviously -- you know, we’re feeling pretty good about our men’s business and there were certain pockets of opportunity there. And I think the shoe mega rollout we will continue with aggressively. I think you guys are already aware of that. So as Carol would say, it’s marketing -- I think one of the big takeaways, I don’t know if Carol touched on this a little earlier, is one of the big attitudes, the strategies we have in Marmaxx right now is looking at marketing where we actually get the results. And John Gilbert, who is on board right now, is really helping us with our finance area to determine where we get a pay-back, you have to be a little careful on this front because there is a bit of an art-form involved in marketing, but that to us is an initiative in itself, which is taking the marketing spend that we already have in place and being more efficient and more productive with it. So I think that could be a key -- a key [change] for us really down the road here this year and I think we can get some big payback. Carol M. Meyrowitz: I think the other piece is in terms of home, the divisions are all working very close together and that is really terrific shared knowledge, which I think is helping Marmaxx get back on track in home. You know, Winners’ business is very strong and HomeGoods has a lot going on, so they are spending a lot more time together, which I think is helping all the businesses. Richard Jaffe - Stifel Nicolaus: Great. Thank you very much.

Thank you. Our next question comes from Michelle Clark. Please go ahead.

It’s actually [Chi Li] calling. Two quick questions on Germany, the first is can you quantify what the negative margin impact was from the German stores in the quarter? And second, in order to break even in Germany, how many stores do you need? Thanks. Nirmal K. Tripathy: Germany was about 10 basis points impact on margin. And for the second quarter, we expect that to be about the same, a little more. What was your other question?

The second question was how many stores in Germany do you need to start to break-even. Nirmal K. Tripathy: Oh, I see. Okay. Well, right now all I can tell you is we have a three-year plan that projects, with the addition of about five stores a year, projects a break-even at the end of year three. That’s the model we have out there. Obviously we will do our best to outperform that.

Great. Thank you.

Thank you. Our next question comes from David Mann. Please go ahead. David Mann - Johnson Rice & Company: Thank you. In terms of gross margin, can you update your full year guidance for gross margin and also provide what you expect the gross margin range to be for Q2? And then in light of that, can you just also talk about the prospect for continuing merchandise margin growth as your compares get a little tougher in the rest of the year? Nirmal K. Tripathy: Well, the full-year guidance right now, which obviously we haven’t changed, is still at 10 to 20 basis points above last year, so we’ve got a gross profit right now in the plan which is a low of 24.6 to 24.7, versus 24.5 last year. So since we are just -- we’re not changing our guidance. That’s what the numbers are at this point in time. And as far as merchandise margin goes, we will just continue to be focused on driving that as we have been for many quarters now. Carol M. Meyrowitz: David, some of the opportunities we still have, obviously now and in the back half and even coming up against a stronger second quarter, is we are much more liquid. We are very strategic seasonally and transitioning our businesses, and we see opportunity there. In addition, we are getting better and better on the supply chain in terms of customization and what goes to what stores and how we transition each store. So we still see some pretty good opportunity on the merchandise margin side of the business. David Mann - Johnson Rice & Company: And the second quarter gross margin expectation? Nirmal K. Tripathy: Second quarter gross margin right now what we’ve got is a flat to minus 10, and keep in mind -- and the actual numbers are 23.9% to 24% versus 24% last year. And I would just ask you to keep in mind that we are continuing to face to a greater degree in the second quarter than the first the impact of fuel costs on merchandise margin, as well as the investments in the new businesses and buying and occupancy deleverage. So I think at the high end, a flat gross profit would be -- is what we are shooting for with all these [cons to the upset]. Carol M. Meyrowitz: And our goal is certainly to beat that. Nirmal K. Tripathy: Absolutely. David Mann - Johnson Rice & Company: Thank you.

Thank you. That was our last question and that does conclude today’s conference call. Please go ahead and disconnect at this time. Carol M. Meyrowitz: Thank you very much and we look forward to the second quarter call.