Sherry Lang – Senior Vice President, Investor and Public Relations Carol M. Meyrowitz – President and Chief Executive Officer Nirmal K. Tripathy - Chief Financial Officer

Kimberly Greenberger - Citigroup Brian Tunick - J.P. Morgan Michelle Clark – Morgan Stanley John Morris - Wachovia Capital Markets Todd Slater - Lazard Capital Markets Daniel Hofkin – William Blair & Co. Jeffery Stein - Soleil-Stein Research Richard Jaffe - Stifel Nicolaus Paul Lejuez - Credit Suisse Dana Telsey - Telsey Advisory Group David Mann - Johnson Rice & Company Jeff Black – Barclays Capital David Glick - Buckingham Research

Ladies and gentlemen, thank you for standing by. Welcome to the TJX Company’s third 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. Carol M. Meyrowitz: Good morning. Before we begin, Sherry has a few words.

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, as well as risks related to the current economic environment. 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 our third quarter performance is a real example of the resiliency of our off-price business model at work. We have always said that we hold our own and do better than most in tough times. It is equally important to understand that we will get through these difficult times and believe when the dust settles we will have greater opportunity to grow for the future. We have said many times that we have one of the most flexible business models in the world and we are seeing the benefits of that flexibility right now. This flexibility has enabled us to grow even through the recessions of the early 80s, 90s, and in 2001, and I can tell you that in today’s difficult times, we are fortunate to have such flexibility and we are capitalizing on it in several major ways. We are extremely focused on how and when we buy. We are running with leaner inventories and have much more current open to buy than last year. We are aggressively managing expenses throughout the organization and lastly, we are taking advantage of tremendous real estate opportunities, which are coming our way and should bode well for the future for TJX. Let me highlight some of the key points of the quarter. Customer traffic was up across virtually all our divisions with the exception of a few regions in the U.S. we believe this indicates that we are gaining market share in this environment. We remain extremely lean on inventories where strategic and redeploying purchase dollars to the strong sales drivers and saw faster inventory turns than last year. We bought better brands as well as opened new vendors and bought very close to need. We were harder-hitting in our marketing and offered customers great compelling values. We have been extremely focused on keeping expenses lean in this extremely difficult economic environment and will be even more aggressive going forward. In addition, many of you have been asking us about real estate opportunities, and while we have previously not seen a significant benefit, those opportunities are really beginning to present themselves to us now. We are taking full advantage of the exceptional real estate deals out there which should be very positive for the future, both domestically and in Europe. All of these factors that we believe will continue to help mitigate the impact of the challenging macro factors we are up against in the short term along with all retailers. In the longer term, I believe this difficult environment will provide TJX great opportunities as the retail landscape changes. I will talk more about this later in the call. Before I move to the numbers, I also want to emphasize that our core businesses continue to be the cash engines that are driving our growth vehicles. Our international businesses continue to be very strong and our younger and new businesses, which have the most growth potential, have all performed extremely well. A. J. Wright has begun to gain traction and T.K. Maxx continues to be very strong. Our German T.K. Maxx stores are outperforming and show great promise for growth. In addition, our new stand-alone Shoe Megashop by Marshalls and our new StyleSense stores in Canada are starting off above expectations. Finally, although there has been a lot of focus on the impact on foreign exchange rates on our numbers, the fundamentals of our business are extremely solid and our strong financial foundation gives us the ability to take advantage of opportunities in tough times and act strategically for the long-term growth of our company. Now to recap the consolidated numbers. Net sales for the third quarter increased to $4.8 billion, 2% above last year. Consolidated comp store sales decreased 1% versus last year’s 3% increase on a reported basis. This year’s results includes a 2% negative impact of foreign currency exchange rates, which was not contemplated in our plans. Excluding the foreign exchange impact from both years, consolidated comp store sales were up 1% for the third quarter this year versus the 1% increase last year. Fully diluted earnings per share from continuing operations was $0.58 in the third quarter on a reported basis. The overall net impact from foreign exchange was a $0.03 per share benefit. Trip will go into more detail on the impact of foreign currency exchange in a moment. Excluding the net impact of FX and the reduction in the computer intrusion reserve, adjusted diluted earnings per share from continuing operations was $0.54. Overall pre-tax profit margins on a reported basis was 8.8%, excluding the impact of inventory-related hedge adjustments from this year and last year and the intrusion-related reserve reduction, third quarter pre-tax margin declined by just under 1%, primarily due to deleverage from the below-planned comp. Gross margin on a reported basis was above last year. While inventory-related hedge adjustments positively impacted gross margins, it is important to note that merchandise margins increased 20 basis points over last year’s very strong margins, excluding fuel cost increases. SG&A expense was 17.2%, impacted by the deleveraging of the below-planned comp, as well as certain favorable expense items last year that did not recur this year. In terms of inventories, at the end of the third quarter, consolidated inventories, on a per-store basis, was down 1%, excluding foreign currency exchange. Again, we are very well positioned with extremely lean inventories and purchase commitments down year-over-year, which positions us well as we begin the fourth quarter. To recap the first nine months. Consolidated comp sales increased 2% for the nine months over 3% last year, with a neutral foreign exchange impact. EPS from continuing operations for the first nine months was $1.50. These results reflect the factors detailed in today’s press release. Excluding these items, adjusted EPS from continuing operations for the first nine months was $1.43, up 8% over last year’s adjusted $1.32. Now to our divisional results. Let’s begin with our Domestic Concepts. At the Marmaxx group, comp sales were flat in the third quarter, which was below our plan. Segment profit was $279.0 million and segment profit was 9.1%, both below prior year and our plan. Again, this was due to deleverage on the comp, a slightly lower average ticket, as well as certain favorable true-up last year that I just mentioned. With all this, merchandise margins held firm to strong margins last year. While Marmaxx comp sales were below plan, by bringing inventory levels down and focusing on inventory dollars in the right categories, this division held a flat comp in an extremely difficult environment with unseasonably warm weather for a good part of the quarter. Shoes and accessories continued the strong trends we have been seeing with shoes comping up 4% and accessories comping up 5% versus strong increases last year. Juniors are starting to show positive results as we continue to roll out the cube and marginals, which is approximately 330 stores today. Home fashions continue to comp negatively, but as we have discussed on prior calls, we have strategically brought down inventories and are seeing higher inventory turn. We will continue to keep our home areas very lean, as we believe the macro environment is negatively affecting this category to a greater degree. Importantly, customer traffic overall at Marmaxx was up, despite declines in areas of the country with weak housing markets. The opening of our first Shoe Megashop by Marshalls in Yonkers, New York, was very exciting. We just opened another Shoe Megashop in Glendale, California. Although it is a test and still early we are encouraged by the excitement around the Shoe Megashop as it is another vehicle for us to leverage, capitalizing upon our opportunities in footwear and grow Marmaxx in the U.S. As I mentioned before, we are also seeing some exceptional real estate opportunities, some of which could play into our strategy for future Shoe Megashops. Now to Home Goods, which continues to struggle. Comp sales at Home Goods decreased 5% in the third quarter versus two years of strong comparisons. Segment profit was $15.0 million, which was lower than last year and our expectations. The macro environment is definitely affecting our home businesses more than any other category. Home Goods is experiencing the brunt of the weak housing market. Going forward, we are planning conservative comps and lean inventories in Home Goods and focusing our open to buy in the key areas that are working. The Home Goods organization has done an extremely good job of managing their open to buy and are wide open for great deals coming their way in the fourth quarter. On the positive side, we had a strong opening in September of our Westport, Connecticut, Home Goods store, which tests the new larger footprint. This larger layout would allow us to expand certain highly productive categories that our existing square footage cannot accommodate. We also continue to see solid results in a few new categories and will be expanding on new initiatives while pulling back on underperforming categories. Moving on to A.J. Wright, which delivered excellent performance in the third quarter. Comp sales increased 5%, which was at the high end of our plan. On the bottom line, A.J. Wright was close to break-even, which was a significant improvement over last year. We are feeling very good about A.J. Wright as we continue to see it gain traction. We are seeing many of our initiatives taking hold and believe we have a much better understanding of this customer, which is leading to more effective marketing and merchandise strategies. In terms of store contributions at A.J. Wright, they continue to move closer to the levels that would give us confidence to accelerate the roll out of new stores and possibly move into a new market or two. We will, as always, expand conservatively. Now to our international division, which performed very well in the third quarter. We continue to build our organization for the future, having recently added more top talent in our merchant ranks. Starting with our Canadian businesses, which had a very strong third quarter. For the third quarter comp sales in Canada decreased 1% in U.S. dollars and local in currency, which we believe better reflects our operating performance, comps increased by 5% over 5% increase last year, which was well above our plans. Segment profit was $110.0 million and segment profit margin was 19%. These results include the 5% benefit from mark-to-market adjustment on the inventory hedges that I mentioned earlier. Prior year results were also reflected by a similar hedge-related adjustment, which had a negative 210 basis point impact on last year’s segment profit margin. Excluding the impact of the hedge-related adjustment in both years, segment profit was essentially flat to last year and segment profit margin was close to last year’s historically high level. Winners delivered excellent over strong comparisons to sharp execution of our off-price fundamentals. This organization flowed great values, great brands, and great fashion to our stores, which resonated well with our customers. Further, HomeSense in Canada continued to perform well. We are recently excited about the strong launch of StyleSense, our test concept in Canada, which offers family footwear and accessories. We opened our first two stores in Toronto in September and customer response has been fantastic. We will be prudent in our approach to rolling out new stores, as we are with any new business, but as StyleSense continues to show strong trends, it offers an additional vehicle to grow our presence in Canada. Let’s now move to our European businesses, which we continue to be extremely pleased with. Beginning with T.K. Maxx in the U.K. and Ireland, third quarter comps decreased 8% in U.S. dollars but increased 4% in local currency, which again, we believe better reflects our operating performance. Excluding our investment in new European businesses, segment profit at T.K. Maxx in the U.K. and Ireland increased to $53.0 million in the third quarter and segment profit margin was 9.6% compared with 7.9% last year. Excluding the impact in both periods of making our inventory hedges to market, segment profit margin was 8.3%, well above last year and on plan. Including the investment in T.K. Maxx Germany and HomeSense in the U.K., our total segment profit in Europe in the third quarter increased to $48.0 million, which was above last year. Even with these investments and excluding the mark-to-market adjustments from both years, segment profit margin was up 10 basis points over last year and well above our plan. As a reminder, in the third quarter we anniversaried our investment in T.K. Maxx Germany last year. It is worth noting that T.K. Maxx delivered another very solid quarter as the retail environment in the U.K. [break in audio] tougher. Again, it’s all about execution. This organization is doing an excellent job of remaining focused on the fundamentals and is gaining market share. Although we are feeling the impact of a weaker pound to the dollar when we translate results into U.S. dollars, operationally the real story here is about how well our business model is suited for tough consumer environments as well as strong ones. The performance of T.K. Maxx in Germany continues to be outstanding, on the top and bottom lines. Our German stores continue to exceed our expectations in the third quarter and inventory turns were [break in audio] to those in the U.K., which is pretty remarkable. As to store growth, we plan to end 2008 with 10 stores. As in the U.S., we are seeing exceptional real estate opportunities for T.K. Maxx in the U.K. as well as Germany. HomeSense, which we launched last spring, continues to perform well and we expect to end the year with 7 of these stores in the U.K. Now to our financial strengths, which in this credit crisis and time of extreme market volatility becomes even more critical than usual. Our very strong balance sheet and extremely solid financial foundation gives us the ability to more than meet our short-term needs and the confidence in our ability to continue growing our company for the future. Our strong operations generate significant amounts of cash and we remain committed to returning excess cash to our shareholders after reinvesting in our businesses. In terms of our share repurchase program in the third quarter, we repurchased $226.0 million of TJX stock, retiring over 7.0 million shares. Through the third quarter this year we have spent a total of $676.0 million in share repurchases and bought back over 21.0 million shares. We continue to expect to repurchase at least $900.0 million of TJX stock in fiscal 2009. Moving to guidance for the fourth quarter and the full year. In the current retail environment we are taking a conservative approach. We are planning comps more conservatively and are being extremely disciplined in maintaining lean inventory levels, expecting to turn inventories faster. Further, we are aggressively looking at expenses across the company to take cost out of businesses. Let me be clear, however, that while we are being conservative in our approach, this management team and our entire organization are motivated to surpass our goals. Now to the numbers. First, let me remind everyone that we have several factors impacting comparability, which we have detailed in today’s press release. Among these it is important to note that we have a 53rd week in our fiscal calendar year of this year, which impacts fourth quarter and full year results. In the fourth quarter we now expect a reported diluted earnings per share from continuing operations to be in the range of $0.58 to $0.62, which includes the anticipated $0.09 per share of benefit from the 53rd week and the other factors detailed in today’s press release. Excluding the factors, effecting comparability from both years, we now expect adjusted EPS from continuing operations to be in the range of $0.68 to $0.72. I remind you that this range includes the anticipated $0.09 per share benefit from the 53rd week. This outlook is based upon estimated consolidated comparable store sales of flat to down 2, excluding the anticipated negative 500 [basis point] impact from foreign exchange. For the full fiscal 2009 year we now expect reported diluted earnings per share from continuing operations to be in the range of $2.07 to $2.11, which also includes the $0.09 per share benefit from the 53rd week as well as the factors detailed in today’s press release. Excluding other factors from both years, we now expect adjusted EPS from continuing operations for the full year in the range of $2.11 to $2.15 compared with last year’s adjusted $1.92. Again, this range includes the 53rd week benefit. This outlook is based upon an estimated 1% consolidated cost store sales increase, excluding the anticipated negative 1% impact from foreign exchange. Trip will provide more details on this guidance in a moment. Before closing I want to spend a moment on how I see the turbulence of the current environment benefiting TJX in the longer term. I have mentioned the real estate opportunities that we are seeing. We are taking a strategic approach to determine which ones hold the greatest potential for growing our concepts for the long term. Even more broadly, there is a great deal of shaking out going out in the retail landscape that has already occurred and that we expect to continue, especially in the home fashion arena. I can assure you that with a flexible business model and our financial strengths, TJX is here for the long term. We plan to take full advantage of the opportunities presented to us and emerge from this difficult macro environment an even better company with a stronger competitive position. Summing up, let me recap some important points. We have one of the most flexible business models in the world and these are the times when you need all the flexibility you can get. Our business has stood the test of time and our value equation plays well in tough times as well as good ones. We have just closed a quarter in which we were up against probably the worst retail environment in our 31-year history. Comp sales were slightly positive, excluding currency, and profitability remains strong. Customer traffic is up, which we believe indicates that we are attracting new customers and gaining market share in a tough environment. Our cash engines, MarMaxx and Winners, are very strong. By not taking our eye off of these core businesses we continue to grow them for the future while they simultaneously fund the growth of our younger and newer businesses. T.K. Maxx in Germany and A.J. Wright are performing well and hold great potential for the future of our company. In addition, we are optimistic about our new stand-along shoe and accessory concept in the U.S. and Canada and we continue to test new initiatives all the time. We are taking the current retail environment head on. We are setting conservative comp sale plans while striving to surpass our goal. We are bringing inventory levels down and focusing purchase dollars in the right places to turn inventories faster and maximize our gross margins. We are in an extremely aggressive cost-cutting mode and focusing on cost-saving opportunities in every business. We are being more pointed and targeted in our marketing as we benefit from what we have learned in this last year. Further, our strong financial foundation gives us the ability to manage through tough times while we continue to successfully grow TJX for the future. We entered the fourth quarter with great liquidity in our inventories and are seeing amazing deals. We have established our brands over the last several years as some of the most exciting gift-giving destinations and we intend to live up to that reputation. We believe the consumer will buy for the holiday season but more carefully and may shift some of their big-ticket gift giving to the incredible values that TJX can offer. Finally, I can’t say it enough, in a tough retail environment like this one, our best defense and offense continues to be execution. Throughout our history we have succeeded when we remain focused on the fundamentals of our off-price concept and delivered great values to our customers. Although cautious, we believe there is opportunity for the fourth quarter and certainly for the future. I look forward to updating you on our progress. And now I will turn it over to Trip. Nirmal K. Tripathy: First I want to spend a moment on TJX’s strong financial position and ample liquidity, from both internal and external sources. Our operations generate huge amounts of cash, which give us the ability to meet our short-term needs and fund our long-term growth. Beyond our cash, we have no maturities of long-term debt for at least a year as well as a $1.0 billion revolving credit facility. We have a great deal of flexibility in our capital structure and believe the changes taking place in the retail landscape will continue to afford us a good deal of opportunity. As we are in the process of putting our plans for fiscal 2010 together, I am not in a position to say very much about them, but do think it bears mentioning that we continue to have great confidence in our company and remain committed to repurchasing TJX shares as a means to return value to our shareholders. Secondly, while we are aware of all of the focus on the impact of foreign exchange currency rates on our reported results, we want to make sure that the strong fundamentals of our business are not getting lost in the details. Our businesses are holding up extremely well in these difficult times. Thirdly, I wanted to emphasize our commitment to contain costs. We continue to pursue major areas such as non-merchandise procurement and store labor efficiencies. We have also cut back on discretionary spending across all of our businesses. We will continue to be extremely focused on managing expenses wherever possible for the foreseeable future. Moving to the numbers, let me remind everyone that we have included charts in today’s press release to reconcile items impacting EPS results for comparability, both for the third quarter and nine-month results and for guidance for the fourth quarter and full year. So before moving to guidance, let me once again recap the apples-to-apples comparison on the third quarter to last year. Excluding the comparability items we detailed in today’s release, primarily the impact of foreign exchange, adjusted third quarter EPS this year was $0.54 versus the adjusted $0.56 last year. However, it is important to note that with a higher tax rate in the third quarter this year, which negatively impacted EPS by about $0.015, our EPS results were essentially flat to last year on comp sales that were lower than our plan. I mention this because it speaks to our ability to hold or grow earnings at low comp levels and out third quarter results and fourth quarter guidance reflect this. So now on to guidance. For the fourth quarter of fiscal 2009 Carol recapped the guidance on a reported basis. Now let me give you the apples-to-apples EPS comparison. Excluding the expected $0.09 per share benefit from the 53rd week and other items detailed in today’s press release in both year, we expect adjusted EPS in the fourth quarter to be $0.59 to $0.63 compared with the adjusted $0.63 per share last year. Now to the details. Before I begin, please note that the numbers that I am about to discuss all include the positive impact of the 53rd week in our fiscal calendar this year. Again, we estimate the 53rd week will benefit our results by $0.09 per share, or for modeling purposes, about 60 basis points in the fourth quarter. So we are assuming a fourth quarter top line of approximately $5.5 billion to $5.6 billion. In terms of comps, we are planning consolidated comp sales to be flat to down 2%, excluding a 5% negative impact from foreign currency exchange translation. At the Marmaxx group we expect comps in the fourth quarter to be flat to down 2%. As to monthly comps, on a consolidated basis, we are planning comp sales in the range of down 3% to 6% in November and flat to up 2% in both December and January. Again, it is important to note that these ranges exclude the impact of foreign currency exchange translation. On a monthly basis we expect foreign exchange to negatively impact consolidated comp store sales by 6%, 5%, and 4% in November, December, and January respectively. For Marmaxx we are planning on comp sales of down 5% to 8% in November and flat to up 1% in both December and January. We are planning fourth quarter gross margins on a reported basis to be in the range of 23.4% to 23.6% versus 24.5% last year. It is important to note that these numbers include the impact of mark-to-market adjustments in both years, a negative impact this year compared with a positive impact last year. Excluding the mark-to-market impacts from both years, we expect gross margin to be essentially flat. SG&A as a percent of sales is planned to be 15.7% to 15.8%, essentially flat to last year’s 15.7%. Reported pre-tax profit margins are planned in the range of 7.5% to 7.8% versus 9.1% in the prior year. Again, these numbers include the impact of mark-to-market adjustments in both years, a negative impact this year, versus a positive impact last year. Excluding the impact of mark-to-market adjustments in both years, as well as the benefit for the computer intrusion adjustments in last year’s fourth quarter, we are planning a pre-tax profit margin to be 8.1% to 8.5% compared with 8.4% in the prior year. For modeling purposes, we are planning a tax rate of approximately 38.7% and weighted average outstanding shares of 432.0 million. Before going to questions I want to reiterate Carol’s message that while we believe it is prudent to plan conservatively at this time, we are managing the business as aggressively as we can to do better. To keep the call on schedule we ask that you please limit your questions to one person. We will take questions now.

(Operator Instructions) Your first question comes from Kimberly Greenberger – Citigroup. Kimberly Greenberger - Citigroup: I was hoping you could address the SG&A. It looks like you are holding the absolute dollar growth rate down, but could you talk about the major contributors of the increase in SG&A as a percentage of sales? And just remind us at what comp level corporate-wide you need in order to hold that SG&A rate flat going forward. Nirmal K. Tripathy: I assume you are talking about the third quarter and I will also talk about the fourth quarter very briefly. In the third quarter, again apples-to-apples, 52 weeks, excluding mark-to-market, of course the third quarter doesn’t have the 53rd week. So SG&A delivered 60 basis points, primarily because of a low comp, but in the third quarter of last year, you know typically in the third quarter we do a number of true-ups, primarily for insurance and benefits that happens every year, last year we got quite a big pop out of it and this year we didn’t get as big a pop out of it, and as a result of that, that contributed to the deleverage. So those are the two reasons primarily for SG&A deleverage in the third quarter. And then just looking at the fourth quarter, we are basically flat to last year, but there is actually a little bit of deleverage. I won’t go into a lot of detail there, but essentially we are flat to last year and the reason for that is that we have a lot of cost initiatives going on that are kicking in and we have actually planned those numbers in the fourth quarter. Kimberly Greenberger - Citigroup: The fourth quarter, is it flat to last year, SG&A including the extra week or excluding the extra week? Nirmal K. Tripathy: It is actually the same on both basis, so that’s the relative things to look at. It’s the same percentage on both. Carol M. Meyrowitz: In the third quarter we did have a slight decrease in retail, which going into the fourth quarter our on order is pretty flat in retail which will benefit us a little bit. Kimberly Greenberger - Citigroup: And that helps just lower the processing cost at the stores? Carol M. Meyrowitz: Exactly.

Your next question comes from Brian Tunick - J.P. Morgan. Brian Tunick - J.P. Morgan: Just more color on the Marmaxx operating margin pressure here in the third quarter, just so we understand, how much of that came from the occupancy versus SG&A? Nirmal K. Tripathy: Marmaxx occupancy was really the biggest piece of it. In terms of gross margin, they actually had improvement in their merchandise margin but the bulk of deleverage actually occurred in buying and occupancy. They had a little bit of deleverage on SG&A as well. And that is typically what would happen with a flat comp in the third quarter. Brian Tunick - J.P. Morgan: I’m just trying to understand your guidance here. For November comps, you’re down 5% to 8%. Is that primarily because of the calendar shift or is there something else happening that we need to know about? Carol M. Meyrowitz: It’s a combination of the environment, the shift in the calendar of Veteran’s Day and Thanksgiving, and we just felt that we should be fairly aggressive in taking the comp very conservatively for November.

Your next question comes from Michelle Clark – Morgan Stanley. Michelle Clark – Morgan Stanley: We estimate that home goods has about a 40% store overlap with the 370 Linens & Things stores that are being closed. Can you comment on whether or not you think the liquidation sales there have been having a negative impact on home goods performance? Carol M. Meyrowitz: Probably if you were in the same center. I mean, we’re sitting here in Framingham and when you see a huge liquidation sale on a big banner, it is going to affect it. I don’t know the exact number of the overlap. It probably has some effect. But again, over time we believe, as the landscape is going to be changing, we still believe that home goods is very well positioned for the future. Michelle Clark – Morgan Stanley: In the press release this morning you detail a negative 5% impact from the currency translation. What assumptions are you making behind that to get to that 5% negative impact? Nirmal K. Tripathy: We typically don’t try to project foreign exchange rates forward. So what we have done there is taken the spot rate for the end of the third quarter and used those numbers.

Your next question comes from John Morris - Wachovia Capital Markets. John Morris - Wachovia Capital Markets: Question on the advantageous real estate deals that you’re seeing, are you open-minded at this point to considering taking advantage of those as soon as calendar 2009? I ask only because we are hearing a lot of companies talking about their real estate growth plans and I’m wondering if this is something that would be on the horizon for you in calendar 2009 or is it something that really is extending beyond that? Your timing. Carol M. Meyrowitz: As far as we’re concerned, as I said before, we are in a very good solid financial position so our strategy in terms of real estate is going to be to take advantage of anything that is opportunistic. So we are not looking at drastic cut-backs in store count but we are seeing some deals that are stronger than we have seen in the past in some terrific locations. And we will take advantage of those. John Morris - Wachovia Capital Markets: And also in inventory, I know we don’t really talk about what the plan is, go forward quarter-to-quarter, but is your thought process here when you talk about continuing to run with leaner inventory than usual, that that is your assumption that would continue to be on the order of magnitude of the minus 6% that we saw for the end Q3? Carol M. Meyrowitz: That includes foreign exchange. It’s really down 1%. So we are being aggressive in taking inventories down. It’s not going to be something drastic like 6% without foreign exchange. But we are running with much greater open to buy and we are going to be a lot more liquid in terms of our open to buy. I’ll give you an example. The next two months, which is pretty critical to our business, we have the largest open to buy we’ve ever had in the history of the company, which is pretty exciting at this moment. And we are seeing a lot of people cancelling goods and we will take full advantage of it. Going into the first quarter we will lean up our inventories, but do it very strategically by category and by region. And that’s how we’re looking at it. We’re really diving into the details.

Your next question comes from Todd Slater - Lazard Capital Markets. Todd Slater - Lazard Capital Markets: Would the department store group likely to be obviously intensely promotion, I’m wondering what level promotional response that you’re factoring into your Marmaxx comp guidance in the fourth quarter. And you mentioned some cost items in SG&A, that benefitted last year but not this year. Can you remind us what that was and how significant that was and whether or not that will occur in any other quarters? Carol M. Meyrowitz: In terms of the department store groups, I think it’s going to be promotional and I know this is an unusual environment, every year they become promotional. I think their inventories will be leaner this year than they probably were a year ago. But again, our ability to go in in the month of December and buy goods for Christmas puts us in such an incredible advantage and we intend to take this opportunity and be even more aggressive than we ever have been before. So we think our value equation versus the department stores and the specialty stores will still be very strong. Todd Slater - Lazard Capital Markets: Does that affect your average unit pricing as well? Your average unit retails. Carol M. Meyrowitz: Our on order is actually pretty flat to last year because we are in categories. We strategically went after certain categories that, the shift in the mix, the shoes, accessories, sometimes you have a slightly higher retail, a little less home, which is a lower retail, which is keeping our average ticket in a pretty good place. And again, we are seeing some very nice high-end goods at crazy prices. So we are pretty excited about it. Nirmal K. Tripathy: And to answer your other question, in general, in the third quarter of every year, throughout the year we’ve been accruing insurance and benefits and some other items like that and typically it all sort of comes together in the third quarter of every year, when we look at actual experience and do some true-ups. So typically third quarter of every year there’s, in the last few years there has been a fairly good benefit, and this year as well. The difference is this year wasn’t as good a benefit as last year and that’s why you see some deleverage along with buying and occupancy deleverage coming from the zero comp at Marmaxx in the quarter. So I’m not spreading out the exact numbers on both but it is primarily buying and occupancy deleverage and then to a lesser degree it’s the favorable true-ups last year versus this year.

Your next question comes from Daniel Hofkin – William Blair & Co. Daniel Hofkin – William Blair & Co.: I had a question with regard to the segment margins for the fourth quarter. Could you discuss, either qualitatively or a little bit of granularity by the major segments, how you might expect the segment operating margins to compare year-over-year in the fourth quarter, including the 53rd week. And then with regard to your commentary about increasing real estate availability, net-net would you expect to end up 2009 and 2010 with fewer locations than you might have six to twelve months ago when you maybe adjust for fewer foundation-up new openings? Or do you think it might come out similarly given the number of real estate opportunities out there? Nirmal K. Tripathy: I’ll give you comps on margins. And just on an overall basis, fourth quarter 53rd week impact is typically $0.09, and 60 basis points on pre-tax margins. So I’m actually going to do the math for you and give you the 52 week numbers, along with the comps by segment. At Marmaxx, in the fourth quarter, the comp is zero to minus 2%. And obviously those are all on 52 weeks. And then the Marmaxx segment profit is 8.6% to 8.9% versus 9.5% last year. And as I mentioned, there is buying and occupancy deleverage on a zero to minus 2% comp that is reflected in there. At Winners, on a U.S. dollar basis, the comp is a high of 4%, a low of 2%. And the segment profit there is 10.3% on the low side to 10.5%. That compares to 12% last year. Just to give you a little flavor on that difference, the year prior was 10.4%. We had an outstanding year last year. We hit a historically high number. So what you are seeing reflected in the Winners number is sort of moving back down a little from the historic high, as well as some impact of FX on purchases from the U.S., because they do buy a significant number of goods from the U.S. So that’s what’s in the Winner’s number. T.K. Maxx, I guess I’m going to split out U.K./Ireland and then the total segment. The U.K./Ireland comp is a high of 5% to a low of 3%. And then their segment profit, U.K./Ireland, would be on a 52-week basis, would be 11.2%. So 11.4% was the standpoint 1% last year and basically I think just terrific execution, good improvement in merchandise margins, good leveraging on the expense side there. On a segment profit in this quarter we are also lapping last year’s numbers, so the investments in new businesses are essentially flat. So T.K. Maxx segment would be 9.7% on the low to 10.2% on the high, on a 52-week basis versus 9.2% last year. So very good improvement on the segment. Home goods, which is a 5% to 8% negative comp, translates into 4.2% to 4.6% on a 52-week basis versus 7.2% last year. And that’s all sales driven deleverage. A.J. Wright, on a 3% on the low side to 5% on the high side comp, on a 52-week basis would be a 2.4% to 2.6% range versus 2.7% last year. Basically they’re running a lot more transactions, they’re working on their value proposition. It is driving a lot more traffic into the store but it is also putting some pressure on VC costs and they’re in the process of figuring out how to manage through a higher through-put scenario. The good news on A.J., if I might just mention this, is that store contribution is up year-over-year, about 160 basis points this year, and that’s really exciting, terrific news combined with the positive comps. And then just moving down, corporate expenses, we are assuming $38.0 million to $39.0 million. That’s a little more in line with prior history because last year’s number was $49.0 million and we had some non-recurring items last year, so once, again, comparable numbers last year was $49.0 million, this year will be $38.0 million to $39.0 million. So boiling it all down for the company, what we are looking at is a zero to minus 2% comp, excluding FX. And then we told you we have a 5% impact due to FX, so with FX we’re looking at minus 5% to minus 7% on the comp line. And on the profit line it’s 7.5% to 7.9%, which compares to 8.4% last year. And that’s all on a 52-week basis. Daniel Hofkin – William Blair & Co.: And just to be clear, those segment comparisons for the international operations. Nirmal K. Tripathy: I should also mention just one more thing. The Winners numbers and the T.K. Maxx numbers that I just gave you, again, we’re talking to apples-to-apples here, so I have excluded the mark-to-market impact. Daniel Hofkin – William Blair & Co.: That was exactly my question. Thanks. Carol M. Meyrowitz: In terms of the real estate, we are pretty similar to last year. And we’re pretty much on plan. We are going to continue our real estate strategy, probably similar to this year, in terms of growth. But again, we will be flipping some of the, in terms of home goods, we will probably take down the store count for next year. We see some greater opportunity in Marmaxx and some of the other divisions with the real estate deals, but we are staying wide-open because, again, we think some things are going to come our way that we are going to absolutely want to take advantage of. Daniel Hofkin – William Blair & Co.: So ex that, you still might expect the overall change in store count to be similar, ex any additional opportunities? Carol M. Meyrowitz: Correct.

Your next question comes from Jeffery Stein - Soleil-Stein Research. Jeffery Stein - Soleil-Stein Research: Question on finances. Not too many retailers have been buying their stock back this year. You have and obviously have the cash flow to do so. Any thoughts in terms of your appetite to continue to buy back stock at this level as we move into calendar 2009? Carol M. Meyrowitz: Obviously we really believe in our buyback program and we will continue our program for next year. We are looking strategically at all the opportunities to use our cash. Fortunately we have a lot of flexibility with tremendous liquidity, especially in today’s environment. So we are evaluating it. Jeffery Stein - Soleil-Stein Research: In the third quarter was your average ticket down because your customers were spending less or was the average unit retail down in the third quarter? Carol M. Meyrowitz: No, it was just the average unit retail was down. And part of it was a bit of mix.

Your next question comes from Richard Jaffe - Stifel Nicolaus. Richard Jaffe - Stifel Nicolaus: A question on the opportunity and then share repurchases, the dividend, and what could be pressure on cash flow. Just wondering how you are evaluating some of the opportunities next year and how you will evaluate a real estate acquisition, whether it’s at a bankruptcy court or from a real estate developer, and your willingness to forego some of the buyback to take advantage of real estate, or dividend for that matter. Carol M. Meyrowitz: Quite frankly, I don’t think we have to make that decision today. I think we’re in a very solid position. In terms of real estate, we look at every single store, the same way we would look at a buy, and take full advantage of it. If in fact we feel we want to wait and it’s coming at us so quickly, we’re also going to be very careful. As I said before, we believe in our share repurchase program and we’re going to continue it. Nirmal K. Tripathy: As Carol mentioned earlier, we’re in a very strong liquid position. Our borrowings are a fairly low level. We don’t have anything coming due for at least 12 months, if not a little more. We have lots of flexibility in terms of borrowing capacity. We’ve got a $1.0 billion credit line. And on top of all of that we have very strong cash flows. So, as Carol mentioned, it gives us a lot of options and opportunities and we are certainly not done with planning next year, which is why I don’t want to talk a lot about next year. But you can be sure we are going to be looking at every opportunity to build a much more solid foundation for the future. And we’ve got the cash to do it.

Your next question comes from Paul Lejuez - Credit Suisse. Paul Lejuez - Credit Suisse: Just thinking longer term, given some of the changes that you’re seeing across the retail landscape, does this change your view on what is the right number of stores for the Marmaxx division? Is it increased in your mind? Just wondering how you’re thinking about that over the long term. And can you give examples of some of the real estate opportunities you’re being presented with and how they are different from last year? Carol M. Meyrowitz: We are always evaluating the Marmaxx chain and I think almost every year we bump it up a little bit. So we’re still in the 2,000 store range today. Obviously the MegaShoe, we only have two of them that have started out pretty strong, gives us another opportunity. So we will take probably a good five or six months to evaluate that before we determine the number of stores that that could possibly be. In addition, we continue to differentiate Maxx and Marshalls. You see with the cube and MegaShoe in Marshalls and a bigger accessory department in Maxx and fine jewelry, that as we continue to differentiate it, it gives us the opportunity to possibly put those two boxes closer to each other and there’s not as big a transfer. So we continue to work on that. For today we’re sticking with the 2,000. We think the MegaShoe is a great opportunity in high demographic areas. It gives us the ability to go into certain areas that we couldn’t necessarily get into before with 8,000 square feet to 10,000 square feet, so that’s pretty exciting. So we will see what that ends up yielding for us. The specific real estate opportunity deals, I really can’t talk about that. You know what’s going on in the landscape. Sadly, there’s a lot of brands that are going out of business. So we’re taking each one at a time.

Your next question comes from Dana Telsey - Telsey Advisory Group. Dana Telsey - Telsey Advisory Group: As you think about merchandise margin and pricing, given that the department stores have become that much more promotional, it sounds like you are still able to maintain and get your good merchandise margin, even with your pricing being 30% or 40% less than the current discounted price of the department stores. Just wanted to follow up on that. And also what about marketing? How are you thinking about marketing investments this year, given the challenging environment? And traffic trends, where they’ve been up, has it been consistent throughout the company by division? Carol M. Meyrowitz: In terms of margin and pricing and value, my answer to that is absolutely. Again, we are really buying close to need and it is a bit of a blood bath out there. And again, I think the department stores are going to have promotions, as they always do, but they are going to keep leaner inventories. And to tell you the truth, I’m the most excited about our mix. Our mix just covers the most amazing brands and I think we are so focused in the right areas. And that’s what I look at every day and the value of that mix. Our marketing for the year, we’re probably going to be pretty close to flat, but I think we’re spending it in the right ways. We learned a lot in the fourth quarter. We are better positioned than we probably were in the third quarter because we were still experimenting. I think next year we will even be better and I think there will be buckets where we will not be spending any dollars and we will be shifting those buckets to other areas that we’re seeing better results. The traffic speaks for itself. I think people are buying less. I think it’s the reality of the environment today. I think the fact that our traffic is up means that they are excited about shopping our stores and I think that will bode well for the holiday season. And more importantly, absolutely for the future.

Your next question comes from David Mann - Johnson Rice & Company . David Mann - Johnson Rice & Company: The last couple of quarters you talked a lot about fuel impact. Can you just give us an idea on how fuel and freight maybe hurt you in the last quarter and what you’re projecting for Q4? Nirmal K. Tripathy: Fuel had about a 20 basis point impact this last quarter and we were able to offset that with merchandise margin improvement. Or put another way, we got merchandise margin improvement, which helped offset the 20 basis point fuel. As you know, fuel costs have been coming down so we do expect a smaller impact versus last year. And right now we are projecting about a 10 basis point impact for the fourth quarter. David Mann - Johnson Rice & Company: In terms of the MegaShops, the shoe store, I’m just curious, how do you plan to differentiate that, if at all, from your in-store locations and if you are not going to differentiate, how will you avoid cannibalizing your existing stores? Carol M. Meyrowitz: Again, what I said before, is what is very intriguing about the MegaStore, the MegaShoe, is that we can go into places that, we can’t go into New York City that easily with a 25,000 square foot or 30,000 square foot store. Rents are very high. This gives us an opportunity to go into high-demographic neighborhoods which just gives us another vehicle that really isn’t very close to a Maxx or a Marshalls. We are also testing some stores. The one out in California is pretty close to our other store and we did that on purpose to see what the cannibalization is and we will read that over time and then we will be able to evaluate that. But I think you’ve got two possibilities here. I don’t believe it’s necessarily going to cannibalize that much, but I think it just gives us another real estate opportunity that we really could not have without something like this. I think it’s a terrific vehicle.

Your next question comes from Jeff Black – Barclays Capital. Jeff Black – Barclays Capital: What are you seeing in the U.K. business now and are we seeing the same kind of trends we’re seeing in the U.S.? Because it seems like October we saw a pretty big drop off in two-year trends, at least at T.K. Maxx and I’m wondering why your guidance, it seems optimistic both on the comp line and on the margin line, to us, on the Europe division. So just a little color on what’s going on there. Carol M. Meyrowitz: In terms of T.K., first of all, first of all for the quarter they had a pretty strong comp. They had a 4% versus a 6% last year. They also, for October, we did plan slightly off so we had a break in terms of a vacation we didn’t plan in. There was a little bit of a shift. They are also very lean in inventory and their turns are spectacular. And as you can see, it floated to the bottom line. So I am not concerned about T.K.’s business at all. I think their business is pretty strong. Again, the retail environment there is as tough as it is here. It’s incredible what’s going on there. And T.K. Maxx is competitively a very unique business there and their traffic is also way up. So we think they are positioned very well for the holidays and I think they’re going to continue to have pretty strong business.

Your final question comes from David Glick - Buckingham Research. David Glick - Buckingham Research: You touched on it briefly, but what we have seen in the last couple of months in the top-tier retailer, the luxury channel, is very different than an environment you’ve been operating in for the last few years. Does that change your outlook on how you approach goods in the designer channel and would that change your approach to merchandising, to marketing, space allocation in the stores? It seems like it might be a unique opportunity that you really haven’t had up until this point. Carol M. Meyrowitz: We are taking full advantage of opening some doors that we may not have been able to open, which we’re always doing. But again, I think this does give an opportunity. And as I said before, we probably have one of the most exciting assortments going into the holiday season. So I think the consumer is going to see that. Thank you very much and I look forward to reporting fourth quarter.

This concludes today’s conference call.