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

Todd Slater - Lazard Capital Markets Brian Tunick - J.P. Morgan Kimberly Greenberger - Citigroup Dana Cohen - Banc of America Securities Jeff Black - Lehman Brothers Richard Jaffe - Stifel Nicolaus Adrienne Shapira - Goldman Sachs Tracy Cogan - Credit Suisse Dana Telsey - Telsey Advisory Group Mark Montagna - C.L. King & Associates Marni Shapiro - The Retail Tracker David Glick - Buckingham Research

Ladies and gentlemen, thank you for standing by. Welcome to the TJX Company second 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. Please go ahead. Carol M. Meyrowitz: Good morning. Before we begin, Sherry 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 GAAP measures are included in today’s press release posted on our website, www.tjx.com. Thank you and I’ll turn it over to Carol. Carol M. Meyrowitz: Joining me on the call today with Sherry are Trip Tripathy, Jeff Naylor, and Ernie Herrman. I’ll start by saying that we are very pleased with our second quarter performance. Our 24% increase in adjusted EPS excluding the charges detailed in today’s press release was achieved on top of record results last year on an adjusted basis. The second quarter demonstrates once again our ability to deliver quarter on top of quarter a strong performance and continues our trend of strong results despite a highly promotional retail environment. We executed well and marketed well and when the favorable weather in June boosted demand for summer apparel, our great values appealed to customers in challenging times. We are pleased that traffic continued to be up during the quarter, which bodes well for today as well as for the future. I want to emphasize again that TJX is not only a company for tough times for but strong economic environments as well. In down economies, we tend to capture new customers, which is evident in our increased traffic and is an opportunity for us to build our customer base for the future. When times improve, our history has shown that our new customers stay with us because they love our values. At the same time, our pricing umbrella also rises when consumer demand is stronger, providing us an easier environment in which to operate. I would like to address the commonly asked question regarding availability of merchandise and the impact on us when the department stores run with tighter inventories. Let me be clear -- TJX has over 500 buyers, buying in more than 60 countries, working with a universe of over 10,000 vendors and growing every day. For example, one of our divisions opened several hundred new vendors in a period of three months. The impact of department stores tightening inventory levels gives us just as much opportunity and helps maintain a wider pricing gap between us and the department store and can increase average ticket. In addition, we have built very strong vendor relationships, both domestically and internationally, allowing us to grow to a $20 billion company. I have complete faith that our model will allow us to continue to grow to $30 billion, $40 billion, and beyond. We have seen in the past cycles that when we develop new vendor relationships in tough times, they have positive experiences with us and want to continue to do business with TJX in the future. As with new customers, when we add new vendors we are building relationships for the long-term. I’ll say it again -- availability has never been an issue for us. Today’s marketplace presents fantastic opportunities upon which we are capitalizing for the short and for the long-term. Further, while we are delivering consistent top and bottom line growth, we have a tremendous growth story to tell. Our strong operations allows us to reinvest for the future, even in a challenging consumer environment, which will serve us well when times improve. As I mentioned on our first quarter conference call, our growth opportunities are plentiful and we are seeing exciting things. Now to recap the consolidated numbers, net sales for the second quarter increased to $4.6 billion, 7% above last year. Consolidated comp store sales increased 4% over last year’s 5% increase, which was above our plans. Foreign currency exchange benefited comp sales by approximately 0.5 percentage point, which was about what we had expected. Fully diluted earnings per share were $0.45 this quarter, including the $0.02 impairment charge related to Bob’s Stores detailed in today’s press release. Last year’s results include a $0.25 per share after-tax charge related to the computer intrusion. Excluding these charges, our adjusted earnings per share is $0.47, a 24% increase over the very strong adjusted $0.38 per share last year. Overall, pretax profit margins was 6.9%. Excluding the charges I just mentioned, adjusted pretax profit margins increased by a strong 50 basis points above last year’s 90 basis points improvement and above our plan. Gross profit margin was up 40 basis points from last year to 24.4%, driven by strong merchandise margins despite the impact of higher fuel costs SG&A expense was 17.5%, which included a negative impact of 30 basis points from the impairment charge. Excluding this charge, SG&A was 20 basis points favorable to last year and also favorable to plan. In terms of inventories, at the end of the second quarter consolidated inventories on a per store basis were down 2%. We being the third quarter with very liquid inventory which positions us extremely well to take advantage of the enormous opportunities that the marketplace continues to present. To recap the first half, which was above our expectations, EPS for the first six months was $0.88, which is 19% above last year’s adjusted EPS excluding the intrusion charge for last year. The net impact on EPS of the $0.02 per share tax benefit in this year’s first quarter and the $0.02 impairment charge in the second quarter was neutral. Comp sales increased 4% for the first half over a 4% increase last year. We saw strong pretax profit gains in the first half over similar increases last year excluding the intrusions charge, which again speaks to our ability to deliver sustained profit growth. Now to our divisional results, let’s begin with our domestic concepts. At the Marmaxx group, our largest division, comp sales were up 3%, over a 3% increase last year and above our plan; segment profit was $298 million, up 18% over the prior year, and segment profit was 10.1%, up 110 basis points over last year, both well above our expectations.. Marmaxx delivered an outstanding quarter on top of exceptional results last year. We’ve been asked a lot about whether Marmaxx will return to peak margin levels, so I would like to point out that Marmaxx's segment profit margin in the second quarter was the strongest second quarter performance in nine years. Through excellent execution, merchandise margins increased 70 basis points despite the increase in fuel costs. The Marmaxx organization also was extremely expensive in managing expenses. Some brief highlights on categories: accessories and shoes were once again terrific. Accessories comped up 10% and footwear was up 8%. Kid’s, men’s and dresses were all above the chain. We are happy with the Cube and we will have a total of 340 of these departments by the end of the year. With the continued success of footwear, we see further opportunities in this category. As you may have heard, we will be testing a new standalone shoe concept this fall, which is call the Shoe Megashop by Marshalls. We are excited about the potential for this concept but we are only in the test stage, as we are with many of our new ideas and initiatives. As to home fashions at Marmaxx, we are feeling better about the improvements we are seeing in the business. As we discussed on prior calls, we have strategically lowered our inventory levels to identify the areas that are working. We are seeing significantly higher inventory turns and profitability is up. Comps are coming back in several categories and overall comps in home fashions were essentially flat to last year, again with leaner inventories. In addition, we have rolled out about 80 new home prototypes at Marmaxx this year and although early, we like the results we are seeing. We remain focused on improving our performance in home and believe we have opportunity for the back half. Now to HomeGoods; comp sales at HomeGoods decreased 1% in the second quarter versus a 5% increase last year. Segment profit was $2.2 million, which was lower than last year and our expectations. We believe that HomeGoods' disappointing second quarter results were mostly a factor of our own execution issues. Having said that, traffic is healthy and up over last year. As we have discussed on our monthly reporting, we had some regional execution issues and also allowed too large a percentage of high ticket items into the mix, particularly given the weak home environment in certain regions. As I hope investors by now know, when we identify problems we work diligently to fix them. We took our medicine with extremely aggressive markdowns in the second quarter in order to enter the third quarter in a better position. From a cost perspective, as we discussed on first quarter call, HomeGoods gets hits harder by the negative impact of fuel increases than our other divisions, due to the higher costs of shipping home product. We have initiatives in place to mitigate this cost pressure and we have begun to see some benefit but we are continuing to work on it. As to new things going on at HomeGoods this fall, we will be testing a larger store layout with the first store opening planned in West Port, Connecticut in September. The new layout, which is about 37,000 square feet, will allow us to expand certain highly productive categories that our existing square footage cannot accommodate. We are also seeing good results in a few new categories. We will be expanding these new initiatives while cutting back on some categories that are not performing as well. Moving to A.J. Wright, which continued to make very solid progress in the second quarter, comp sales increased by a strong 6%, which was above our plan. On the bottom line, A.J. cut its segment loss in half, which was significantly better than last year and in line with our plan. We are very pleased with A.J. Wright's second quarter performance and are feeling more and more positive about this business. We believe that we have a better handle [on our] customer than ever before and that we have the right marketing campaign. We continue to like the progress we are seeing in A.J. Wright stores’ contribution and are getting closer to levels that would give us the confidence to accelerate the rollout of new stores. We continue to be conservative; however, as this business is in a very good place, we are now planning on opening an additional market or two next year. Long-term, we continue to view A.J. Wright as a vehicle with tremendous growth potential and believe the U.S. could ultimately support 500 to 1,000 stores. Finally on our domestic divisions, at Bob’s Stores although comp sales were disappoint, Bob’s Stores managed expenses well in the second quarter. In addition, they continue to buy better and improve their mark-on. As we have said on prior calls, we are evaluating this business. Now to our international division -- let’s start with the Canadian businesses, which had a fantastic second quarter. For the second quarter, comp sales in Canada increased 12% in U.S. dollars. In local currency, which we believe better reflects our operating performance, comps increased by a remarkable 6% over a challenging 7% compare last year. Segment profit increased 27% to $60 million and segment profit margin increased 100 basis points to 11.2%, which significantly exceeded last year and our expectations. Winners’ exceptional quarter is all about execution. The Winners organization is doing an outstanding job of remaining flexible, buying right, and flowing great products at great values to our stores. HomeSense in Canada continued to do terrifically well. On the top and the bottom line, HomeSense contributed huge increases over enormous huge increases last year. We have mentioned our plans to test a new off-price concept in that country and I am excited to tell you more about its launch. Again, as with any new idea or concept we develop, we will test and be very methodical in our approach. Our new business is called StyleSense and will offer predominantly family footwear and accessories. These categories continue to perform extremely well for us at Winners and across our chains and we see this as having potential to expand our presence in Canada. We have two store openings planned this fall with one next spring, and the box will be about 14,000 square feet in size. Now let’s move to our European businesses, beginning with T.K. Maxx in the U.K. and Ireland, second quarter comps increased 4% in U.S. dollars and increased 5% in local currency, which again we believe better reflects our operating performance. Segment profit at T.K. Maxx in the U.K. and Ireland excluding our investment in new European businesses, increased to $21 million in the second quarter, which was above our plans. Segment profit margin excluding our new European businesses increased 60 basis points to 3.9%, well above our plan. Including the investments in T.K. Maxx Germany and HomeSense in the U.K., our total segment profit in Europe in the second quarter decreased to $14 million from $16 million last year, and segment profit margin was 2.5%, again above our plan. In the U.K. and Ireland, T.K. Maxx delivered another outstanding quarter in the face of a highly promotional retail environment. By sharply executing the fundamentals, this division is driving strong results and we believe is gaining market share in this tough environment. Our T.K. Maxx stores in Germany are performing beyond our expectations on the top and bottom line. We continue to are seeing inventory turns equivalent to the U.K., which is really impressive. With strong merchandise margins, the bottom line results of our German operations were favorable to our plan for the second quarter. While still early days, we feel very well-positioned in Germany. Our vendor base is very strong and the large majority of product in our German stores is sourced directly in Germany. In terms of store growth, we plan to end 2008 with 10 stores and are looking at the possibility of accelerating our store growth plan slightly next year. HomeSense, which we brought across the pond from Canada to the U.K. this spring, is off to a good start. Our plan is to end the year with six HomeSense stores in the U.K. Now I want to spend a moment on our vision to grow TJX as a global off-price value retailer. I talked in detail on our last call about our plentiful opportunities to grow our company both domestically and internationally. We have a tremendous advantage in that our core businesses are performing extremely well and funding our growth vehicles, such as A.J. Wright and T.K. Maxx Germany, along with some of our newer test concepts. Ultimately, we believe we can grow to more than 4300 stores with our current portfolio in the countries where we currently operate. This does not include some of the tests we talked about today. We see enormous growth potential in the future and have solid strategies in place to support our goals. Key to our strategy is building a global organization that will position our company for future success. To that end, we have made a number of important senior management changes that I would like to share with you. Ernie Hermann has been promoted to Senior Executive Vice President and Group President with the responsibility for Marmaxx, Winners, corporate human resources, and brand development. Ernie continues to report directly to me in his new role. Michael McMillan, previously Chairman of Winners, has been promoted to Chairman of the Marmaxx Group, reporting to Ernie. Bob [Tipalo], previously COO of HomeGoods, has been promoted to President of Winners, also reporting to Ernie Hermann. In addition, in Europe we have taken significant steps to strengthen the organization. As we have mentioned on prior calls, we have formed a new shared service structure that we call TJX Europe. We are highly committed to our recruitment efforts and are hiring some of the best talent available. Recently, we added a CFO of TJX Europe and a managing director of T.K. Maxx Germany. Building our global organization is a top priority for us. With these moves, we are continuing to groom executives who have corporate and global experience so that they can be tapped to run any business anytime, domestically or internationally. Further, we recently enhanced our world-class executive training program, which is one of the few training programs of its kind remaining in the retail industry. Now I’d like to discuss our financial strength in terms of our share repurchase program. In the second quarter, we repurchased $225 million of TJX stock, retiring 7 million shares. Through the second quarter this year, we spent a total of $450 million in share repurchases and bought back 14 million shares. We continue to expect to repurchase at least $900 million of TJX stock in fiscal 2008. Moving to guidance for the third quarter and the full year, in the third quarter we expect diluted earnings per share to be in the range of $0.59 to $0.62. This compares to $0.54 in diluted earnings per share, or an increase of 9% to 15% over the prior year. This outlook is based upon estimated consolidated comparable store sales growth of approximately 2% to 3%. While we believe these are prudent goals for the third quarter, I can tell you that as in the second quarter, we are motivated to surpass them. Trip will provide more detail on this guidance in a moment. For the fiscal 2009, we are raising our previous guidance. We now expect fully diluted EPS of $2.26 to $2.31, including the benefit of the 53rd week. This range compares to a reported EPS of $1.66 in the prior year, which included a $0.25 per share charge related to the previously announced computer intrusion. Excluding the 53rd week impact and the prior year’s intrusion charge, our guidance is in the range of $2.17 to $2.22, a 14% to 16% increase over the adjusted $1.91 earned last year. These estimates are based on an estimated comp store sales increase of approximately 3% for the full year. Our full year guidance assumes fourth quarter EPS of $0.79 to $0.81, including the benefit of the 53rd week, and $0.70 to $0.72 without that benefit. Summing up, I’ll recap the major points. First, our expected EPS this year represents the third consecutive year of significant earnings growth excluding the intrusions charge last year. Our 14% to 16% estimated range for EPS growth this year is on top of a 17% increase last year, which was on top of a 26% increase the prior year -- again excluding the intrusions charge. Certainly our goal will be to beat the back half numbers. Second, while we are driving these strong results, we are building for the future. By not taking our eye off our cash engines, Marmaxx and Winners, which by the way we see growth in, we are fueling our other major growth vehicles. We are in a great position with our core businesses doing extremely well and our growth vehicles are beginning to work. In addition, we are continuously testing initiatives and we will never stop. Third, we have tremendous opportunities to grow our concepts globally. In this call alone, we’ve talked about the possibility of a new market at A.J. Wright, testing a standalone footwear concept at Marshalls, the launch of StyleSense in Canada, and our early success in Germany and with HomeSense in the U.K. We have solid strategies in place to achieve our goals for growth and are creating a global organization that combines the best of the TJX experience with fresh perspectives. Fourth, expense management remains a key focus area, which helps fund our investments in new businesses as well as other marketing initiatives. Fifth, our extremely solid financials give us great confidence in our ability to invest in the future growth while returning value to our shareholders. And finally, our no-walls approach to communications continues to pay dividends as we share ideas, initiatives, talent, and best practices across all of our divisions. As we begin the second half of 2008, our chief goal remains driving profitable sales. I can’t say it enough; it’s about execution, execution, execution every day. We are upbeat about the back half. We see exciting product in the pipeline, and believe our marketing will resonate with existing and new customers. I look forward to updating you on our progress in the third quarter and now I’m going to turn it over to Trip. Nirmal K. Tripathy: Thank you, Carol and good morning, everyone. Carol has really hit the major points of the strong quarter. On a sales basis, I want to emphasize that transactions were up across all of our off price divisions, which indicates that we are gaining market share. On the bottom line, expenses were very well managed overall. That said, our work in this regard is never done and one of our major objectives continues to be cost management. Before I cover the third quarter guidance, just to avoid any confusion I want to recap our first half results and how that impacts our full-year guidance. The net impact of the $0.02 tax benefit in the first quarter and the $0.02 impairment charge in the second quarter is neutral to EPS. Therefore, the net impact of these items to our full year diluted EPS range is neutral. So for modeling purposes, people can include both or exclude both because either way, the net impact to EPS is neutral. Now to guidance -- for the third quarter of fiscal 2009, we expect earnings per share in the range of $0.59 to $0.62, which represents a 9% to 15% increase over $0.54 per share in the prior year. We are assuming a third quarter top line of approximately $5.1 billion with a comp sales increase of 2% to 3% on a consolidated basis with a neutral impact from foreign exchange rates, and a 2% to 3% comp sales increase at the Marmaxx Group. As to monthly comps, on a consolidated basis we expect comp sales increases in the range of 1% to 2% in August, 2% to 3% in September, and 1% to 2% in October. For Marmaxx, we are planning on comp sales to be flat to up 1% in August and up 2% to 3% in both September and October. We are planning third quarter gross margin in the range of 25.2% to 25.4%, flat to up 20 basis points from last year, and SG&A as a percent of sales to be flat to 10 basis points favorable to last year at 16.7% to 16.6%. Pretax profit margins are planned in the 8.4% to 8.6% range, essentially flat to prior year. As a reminder, we begin to anniversary investments in our new European businesses in the third quarter. For modeling purposes, we are planning a tax rate of approximately 38.6% and weighted average outstanding shares of $441 million. To keep the call on schedule, we ask that you limit your questions to one per person. Thank you and we’ll take questions now.

(Operator Instructions) Our first question today is from Todd Slater. Todd Slater - Lazard Capital Markets: Carol, I know you said you see exciting product in the pipeline. I think you made that point pretty clear. I think the bear case really says the quality of the product, not the quantity but the quality is apt to deteriorate -- in other words, say goodbye to a lot of the low-hanging fruit and contemporary luxury and bridge and so on and so forth. So I’m wondering, if you look at your mix for holiday and the for spring, and maybe spring is way too far out there but -- because you are buying a lot more off price, but what do you see -- do you see -- you know, talk a little bit about the mix in terms of quality of the better product that is really exciting the customer right now. Carol M. Meyrowitz: First of all, Todd, we are relentless in our quest for always raising the bar, so I can’t talk to fourth quarter because obviously we are very, very liquid but I can tell you that what we do have in the pipeline is very new. And again, as I said before, our buyers are out all over the world and I do not see the quality of our merchandise deteriorating in any way. As a matter of fact, I see the group as a whole testing a lot of new things and upgrading and trying new countries. So I certainly don’t see a deterioration; if anything, I see progress, and that’s what we talk about every day. Todd Slater - Lazard Capital Markets: Okay, thanks.

Thank you. Our next question is from Brian Tunick. Brian Tunick - J.P. Morgan: I guess our question really is just focusing on the merchandise margin at the Marmaxx division. Just trying to understand -- I mean, how much of that was just your lean inventory and lower markdowns versus the markups on the better buying? And just also about the second half, should we expect that you will continue to have these nine-year high operating margins at Marmaxx? Carol M. Meyrowitz: I’m going to comment just in general and then I am going to hand it over to Ernie. You know, Marmaxx just continues again to execute very well. They were very, very liquid, very seasonally appropriate. They are really managing all aspects of it so we are going to continue obviously to work hard at improving the margins, and I will hand it over to Ernie.

Brian, just what Carol said, we talked about it on the last conference call, you know, we maintain that liquidity position really for most of the back half and I think we are getting it on both sides -- markdowns and on buying goods better, so it’s really a combination. We maintain that liquidity, so going into third quarter, I mean, it’s just the way we feel is wise to operate in this environment and really in any environment. So I think we’ll get it on both sides of the equation. Carol M. Meyrowitz: One other comment, Brian, is we continue -- I think I’ve talked about it in the past quite a bit, that some of our investment is in the supply chain. And again, that will allow us over time to continuously do a better job of allocating to the particular store and demographics better and better as we go forward, which again obviously helps in terms of optimizing markdowns. Brian Tunick - J.P. Morgan: Okay, thanks.

Thank you. Our next question is from Kimberly Greenberger. Kimberly Greenberger - Citigroup: I think you mentioned, Trip, in your prepared remarks that transactions were up across all of your off-price businesses. I just wanted to follow-up on that see if you were seeing an increase in ticket as well, or if tickets were roughly flattish. And my main question is for Carol -- Carol, it sounds like you are seeing encouraging things coming out of A.J. Wright and I was just wondering if you could share with us what are the metrics you are looking at for that division as you consider whether or not to go forward with more store openings and expansions there, and roughly timing if you think you would look to accelerate those openings. Thanks. Carol M. Meyrowitz: I’ll answer the A.J. Wright and then I’m going to hand it over to Trip. As far as A.J. Wright, we’re just seeing constant improvement in the four-wall contribution. This year right through the second half, I think we are up over 200 basis points, which is really a vast improvement. It doesn’t mean, Kimberly, that we are going to just suddenly add on 50 stores. We are going to look at a couple of new markets for next year. We are going to probably accelerate slightly but as we always are, we are careful, conservative, and we want to see continuous results. But we are very, very pleased with what we are seeing. We just think we have a terrific team there that is really understanding the business and what needs to be done at this point. So I think again we’re here half a year ago with a lot more education and a lot more knowledge. Trip, do you want to talk to the transactions? Nirmal K. Tripathy: Kimberly, so first of all to confirm, every off-price business had positive transactions, which for us is a proxy for traffic, and then the second thing is our average ticket was relatively flat for the quarter. Kimberly Greenberger - Citigroup: Great. Thank you and good luck here.

Thank you. Our next question is from Dana Cohen. Dana Cohen - Banc of America Securities: I was wondering if you could break out by company as well as Marmaxx the merchandising margin versus fuel piece. And then my major question really is on HomeGoods, if you could just break out the composition of the earnings decline by pieces. Carol M. Meyrowitz: Dana, we don’t usually -- we can do -- we can certainly go offline. We don’t usually break down by specific company, and I will talk to HomeGoods a little bit in terms of the fuel because it did hit them hard, and then I’ll turn it over to Trip. I think with HomeGoods, I think when I talked about execution, part of the execution was in the mix. But I think part of the execution was not understanding the ramification of big furniture and the impact on fuel, so it took its toll on the HomeGoods bottom line this quarter. They have gotten their arms around it and are getting their arms around it and I think it is an opportunity for the back half, but it did hit them extremely hard. Nirmal K. Tripathy: Dana, I’ll just give you some top line merchandise margin improvements numbers -- for TJX in total, it was 80 basis points and that was after absorbing the impact of increased fuel costs on merchandise margin, which was about 20 basis points. And then at Marmaxx, the merchandise margin improvement was about 70 basis points. Dana Cohen - Banc of America Securities: And in terms of -- it was 70 basis points after fuel? Nirmal K. Tripathy: Yes, and at HomeGoods in general, I’m not going to break the number out there but in general, the fuel impacts there are at a much higher level simply because of the bulkiness of the freight that they handle and the larger number of trips that have to be made to deliver similar merchandise, so it hits harder there. And then of course the merchandise margin there was hit by markdowns, et cetera, as we -- Dana Cohen - Banc of America Securities: Is there any way to just order of magnitude of the $7 million decline, you know, what percent was due to fuel, what percent was due to the markdowns? I mean, the business had a pretty big decline in profitability. Carol M. Meyrowitz: A large percent was fuel, Dana. Dana Cohen - Banc of America Securities: Most of that was fuel? Carol M. Meyrowitz: A big chunk of it. Nirmal K. Tripathy: A big chunk was. We can detail that out for you after this call. Dana Cohen - Banc of America Securities: Okay, perfect. Thank you.

Thank you. Our next question is from Jeff Black. Jeff Black - Lehman Brothers: Carol, on Europe, do you think there’s hard evidence that the businesses perform in downturns like they do over here domestically on a relative sense? And then a question for Trip as a follow-up -- is it possible next year, given all the investments, that we still see this level of stock buy-back, or do we think -- or should we assume rather that that is -- that the buy-back goes to lower levels in the $600 million range? Thanks. Nirmal K. Tripathy: Let me answer the buy-back question -- first of all, I would say the three-year plan that we put out there holds us at the $900 million a year stock buy-back level and frankly, we have no plans to change that. So I would just tell you the plan is $900 million for next year, at a minimum, and we remain committed to that. As you know, we generate a lot of cash and we have a very aggressive -- you know, positively aggressive capital spending program and we will still have -- and a good dividend program as well, I might add. And after all of that, we still have more than enough cash to support a very healthy stock buy-back program. Carol M. Meyrowitz: In terms of Europe, first of all T.K. has shown obviously improvement in segment profit year over year and they just have continued that trend. I think that you may -- I am sure you are aware that the U.K., the retail environment has gotten pretty tough. I think it was as much as 6% decrease, if I recall, last month in the retail sales segment. So I think -- again, I think in good times and bad times, that model is an absolutely terrific model. I think the other thing that is happening is that they are just becoming more and more known in Europe, and as we grow the businesses, as we go into Germany, just T.K. Maxx as a business is becoming again, from a marketing perspective, very, very high awareness, so I think that’s a piece of it and I think that will continue. But I think it probably reacts pretty similar to the United States in terms of the economics. Jeff Black - Lehman Brothers: Great, thanks. Good luck.

Thank you. Our next question is from Richard Jaffe. Richard Jaffe - Stifel Nicolaus: Just a quick follow-up question -- you talked about the business internally. Could you just talk about your view on the competitive outlook? Obviously it’s a tough economy, a tough economic outlook for fall. You guys are bullish, you are doing very well but clearly your competitors aren’t. Historically in this scenario, your competitors tend to falter before you do and put pricing pressure on you guys. Do you see anything different this year, particularly with the consolidation of department stores that improved your outlook in this competitive way? Carol M. Meyrowitz: Again, Richard, we’re always about the difference between where our competitors are, that span. And so whether they have leaner inventories and their price point is at a certain place, we’re always working towards giving that great value versus them. I’m going to come back to saying if we execute well, then we do well. So I can sit there and make comments about the outside world but I really have to say that it’s about what we do in our business and execute every day and give the consumer a great value and that’s what we are sticking to. Richard Jaffe - Stifel Nicolaus: Very good. Thanks a lot.

Thank you. Our next question is from Adrienne Shapira. Adrienne Shapira - Goldman Sachs: Just in terms of the comp plan, it looks as if you are lapping an easier Q3 in terms of comparison, yet you are planning a more modest 2 to 3, and it sounds as if the quarter is a little bit more back-end loaded, so is that a function of perhaps the checks that we saw this quarter had some positive impact in saving a little bit in the near-term? What is driving that? Carol M. Meyrowitz: Well, we basically planned -- well, we’ve been planning the quarters pretty much around the 3 mark, so obviously we like to plan our comps conservatively and we beat them and that leverage is to the bottom line and that’s our goal every quarter. But in terms of August, we are going into August with less clearance than we had last year. We also believe that we have put a lot of our marketing dollars into September because we think that the back-to-school time period will probably shift a little bit later, so that’s why we have set this up strategically in the way that we have. Adrienne Shapira - Goldman Sachs: Okay, great. That’s helpful. That makes sense, and then just a follow-up on HomeGoods, I think you discussed the promotions. I wasn’t clear who would be heading this division now. It sounds like there was a promotion out of the division, so if you could share that -- is that a spot there that has to be filled? Carol M. Meyrowitz: No, we have filled that internally. Actually, we had somebody that was backed up quite a while ago and we’ve been working with that person for a long period of time.

But it was the COO job. Carol M. Meyrowitz: The COO job, right. Adrienne Shapira - Goldman Sachs: Okay, and then just in terms of -- you shed some light in terms of initiatives that you are focusing on to see some positive impact there. Any sense in terms of timing? You’ve obviously been pretty impatient in terms of poor execution. Just any sense in terms of when we can see some lift out of HomeGoods? Carol M. Meyrowitz: I would say closer to the back-end of Q3 and I think Q4 is looking pretty good but it is not going to happen tomorrow. We have to shift some of the categories, some of the larger furniture into accent furniture, so we have a little bit of work to do. But I think we’ll start to see progress towards the end of Q3. Adrienne Shapira - Goldman Sachs: Thank you. Nirmal K. Tripathy: Dana, just to go back and partially answer your question on HomeGoods, we had a 210 basis point decline in margin in the second quarter at HomeGoods, so just to let you know about 150 of that was due to markdowns and freight and fuel impact. That just goes back to the point about cleaning up the inventory in the second quarter.

Thank you. Our next question is from Paul Lejuez. Tracy Cogan - Credit Suisse: It’s actually Tracy Cogan filling in for Paul. I just wanted to follow-up on a previous question about A.J. and I was hoping you guys could talk more specifically about some of the initiatives in specific categories that you have put into place, particularly in homes, and how you have seen the performance improve. And also, if you could tell us a little bit more what you are doing on the marketing side, that would help. Thanks so much. Carol M. Meyrowitz: In terms of A.J.’s, we have some -- the core drivers that we look at are really accessories, shoes, juniors, young men’s, kid’s and basics. We had home, which was an area that we felt we really needed to fix, which we believe we have. So those are the core drivers of A.J. Wright. We are very, very focused on execution and value and in addition to that, we talked about the expansion but I think this is a very good environment for real estate opportunities for A.J.’s. In terms of the marketing, last year we were not focused I think on the right elements that drove the business. I think this year we are and I won’t specifically tell you our marketing plans because of competitive reasons, but I think we understand how to get to this customer now and I think we have the right media to do that. Tracy Cogan - Credit Suisse: Can you also talk for a second about what categories you are targeting next in terms of areas to improve? Carol M. Meyrowitz: In A.J.’s? Tracy Cogan - Credit Suisse: In A.J., yes. Carol M. Meyrowitz: It’s a building process. The areas that I just mentioned are key to this business and are we comping over comp. To give you an example, accessories is a 19% increase over a 5% increase last year. Footwear we had a 23% increase last year and we are very, very strong this year against those numbers. So it’s continuing to focus on those areas and drive them even harder. Tracy Cogan - Credit Suisse: Great. Thank you.

Thank you. Our next question is from Dana Telsey. Dana Telsey - Telsey Advisory Group: Carol, I’ve been hearing the word global a lot in your prepared remarks. I just want to understand what do you see as the sales and margin opportunity as you expand globally, what are the infrastructure costs or timing, how important do you think it becomes? Thank you. Carol M. Meyrowitz: Well obviously, we certainly build in the U.K. Germany, I think the U.K., our model is about 8% is our goal. We think Germany can probably range close to that, between 7% and 8%. Real estate tends to be a little less costly in Germany than it is in the U.K. But Dana, as with everything, we build our infrastructure, we are conservative. We will look at Germany, we will have 10 stores by the end of this year. Next year we may, if we trigger it a little bit harder, we are probably talking about maybe another three to five stores. So we’ll continue to build it, be careful, and support it but we like the global infrastructure that we are building over there which will be able to really leverage -- you know, if Germany ends up we think being 200 to 300 stores, there may be more opportunity in the future. So that’s how we’re building it. We don’t be diving into five or six more countries immediately. We think we’ve got quite a bit going on there now that we can build upon. Dana Telsey - Telsey Advisory Group: Thank you.

Thank you. Our next question is from Mark Montagna. Mark Montagna - C.L. King & Associates: Just a question about marketing -- in your press release, you mentioned you are trying to acquire more customers. Can you talk about how you are doing that? Have you adjusted your marketing overall for the Marmaxx division? Just how you are addressing that issue. Carol M. Meyrowitz: We will not get specific in terms of our strategy there. I can tell you that we tested many new ideas and we are -- you will look forward to seeing what is on TV in the near future because we think it really hits the heart and soul of not only our customers but new customers and this is after we’ve done quite a bit of testing. So you will see it in the back half and we are pretty excited about it. Mark Montagna - C.L. King & Associates: Okay, and then how about an update on the status of your non-merchandise procurement initiative? Carol M. Meyrowitz: Well, obviously you saw that we were able to mitigate fuel. We are just beginning, I spoke last time, we have somebody on board that has procurement directly reporting to them, so we are really just beginning that project, so we see a pretty big opportunity there. You saw some benefits in in-store labor from the Marmaxx numbers and we are working on damages -- I mean, there are many, many initiatives that we have been improving on and best practices in the DCs. That certainly helps some of our divisions in the DCs and it continues. So it’s going to be a neverending project but it is certainly going to help us fuel new businesses, new ideas, supply chain, so we are reinvesting some of those dollars and some of it will go to the bottom line but this is an ongoing process. Mark Montagna - C.L. King & Associates: Okay, thanks.

Thank you. Our next question is from Marni Shapiro. Marni Shapiro - The Retail Tracker: All my questions have been asked. Congratulations on a great quarter and congratulations to Ernie, because it sounds like he’s a big [inaudible] now, and everything else I will follow-up with Sherry offline. Good luck to you guys for back to school.

Thank you. Our final question is from David Glick. David Glick - Buckingham Research: My questions have mostly been asked -- just a quick one on Canada; can you give us a sense, you know, the environment there has been very strong. Can you give us a sense what your team is saying there on the ground and are there market share shifts out of department stores? You guys are obviously up against tough comparisons going forward, as you have been up against them this year, but some color on Canada would be helpful. Carol M. Meyrowitz: I think with the Canadian guys, we have to kind of keep their excitement in line because again, I think we have built HomeSense, which now customers, there is such a high awareness. We think that Canada is just -- has tremendous opportunities in that there’s a lot of retailers up there that are just having a very tough time. But I will come back to, and I hate to just keep saying it again and again, but Canada really has executed very well and I think they are building upon the knowledge that they have. They have tested a lot of new categories, so we believe there is still some opportunity and it will continue in Canada but it’s truly about execution. David Glick - Buckingham Research: Okay, great. Thanks. And any color you can give us on the mix of your new U.S. footwear concept, how you see the mix in footwear in those stores? Carol M. Meyrowitz: I think you’ll have to shop it and you’ll see. David Glick - Buckingham Research: I will do that. Thanks. Good luck. Carol M. Meyrowitz: Thank you, and we look forward to our Q3 call. Thanks, everyone.

Ladies and gentlemen, this concludes your conference call for today. You may all disconnect. Thank you for participating.