Sherry Lang - Investor Relations Carol M. Meyrowitz - President, Chief Executive Officer, Director Jeffrey G. Naylor - Senior Executive Vice President, Chief Financial and Administrative Officer Ernie Herrman - Senior Executive Vice President and Group President

Kimberly Greenberger - Citigroup Brian Tunick - J.P. Morgan Jeff Black - Barclays Capital Todd Slater - Lazard Capital Markets John Morris - Wachovia Capital Markets Paul Lejuez - Credit Suisse Jeffery Stein - Soleil-Stein Research Adrianne Shapira - Goldman Sachs Patrick McKeaver - MKM Partners Daniel Hofkin - William Blair Richard Jaffe - Stifel Nicolaus Dana Telsey - Telsey Advisory Group Stacy Pak - SP Research David Mann - Analyst David Glick - Analyst Marnie Shapiro - The Retail Tracker Laura Champine - Analyst Michelle Clark - Analyst Randy Konick - Analyst

Ladies and gentlemen, thank you for standing by. Welcome to The TJX Companies second quarter fiscal 2010 financial results conference call. (Operator Instructions) I would like to turn the conference call over to Miss Carol Meyrowitz, President and CEO for The TJX Companies Inc. Please go ahead, madam. Carol M. Meyrowitz: Thank you. Good morning, everyone. Before we begin, Sherry has some comments to make.

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 companies' plans to vary materially. These risks are discussed in the company's SEC filings, including, without limitation, the Form 10-K filed March 31, 2009. Further, these comments and the Q&A that follows are copyrighted today by The TJX Companies. Any recording, retransmission, rebroadcast, 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 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. Please note that the financial results and expectations we discuss today are on a continuing operations basis. Also, we have detailed the impact of foreign exchange on our consolidated results and our International division in today's press release and the Investor Information section of our website, www.TJX.com. As a reminder, the comparable store sales numbers we talk about today are on a constant currency basis. With respect to the non-GAAP measures we discuss today, reconciliations to GAAP measures are included in today's press release and posted on our website, www.TJX.com, in the Investor Information section. Thank you, and now I'll turn it over to Carol. Carol M. Meyrowitz: Good morning again. Joining me on the call today with Sherry are Jeff Naylor and Ernie Herman. So let’s begin by saying it is great to report such strong results in such a difficult economy. We delivered EPS growth of 27% in the second quarter. I want to point out that this is on top of three consecutive years of very strong performance. Further, our first half EPS has grown at a compound annual rate of 20% over the past four years, which speaks to our ability to drive the sustained profit growth. Our strategies for 2009 are clearly working. Despite the environment, we are seeing comp sales not only remain positive but accelerate, which is very unusual for us during a recession. In addition, our customer traffic counts have reached extraordinary heights. Value is winning in this environment and we believe that it’s here to stay. We think that the economic recovery is likely to be slow, that customers will remain under pressure to reduce household debt, and that a value-oriented customer mindset will prevail for a long time. With our value proposition consisting of the combination of fashion, brands, quality, and price, we are in an excellent position to retain new customers that we are attracting today for the future. Further, we are employing the flexibility of our business model to take advantage of the opportunities that this environment is presenting. Big picture, we believe that we are extremely well-positioned for today and for the future. I believe we have tremendous growth opportunities ahead of us, which I will talk about later in the call. Before that, I will turn the call over to Jeff to recap our second quarter and first half financial results. Then I will review the highlights of our second quarter performance, our vision for growth, and our outlook for the full year. Now here’s Jeff to recap the numbers. Jeffrey G. Naylor: Thanks, Carol. Good morning, everybody. So to recap second quarter results, our net sales were $4.7 billion, up 4% over last year. Consolidated comp store sales were up 4% -- that was well above our plan and it was on top of three years of very, very strong comparisons. As we noted in the release today, the diluted earnings per share were $0.61. That’s up 27% over the $0.48 we earned last year. This growth was achieved despite a net $0.03 per share negative impact from foreign currency translation and from marking our inventory related currency hedges to market. The mark-to-market adjustment was $0.02 unfavorable to what we had anticipated when we set our guidance in early July. In terms of the quality of earnings growth, pretax income was up 23% despite higher interest expense and despite $18 million of foreign exchange impact. The tax rate was essentially flat to last year, so that did not contribute to year-over-year growth. Our share count was down 3%, a very small piece of our overall 27% EPS growth and in line with our strategy to buy back shares. There were no other significant items impacting comparability, so all in all, we had a very high quality earnings growth in the quarter. In terms of consolidated pretax profit margin, that was 8.7%, up 130 basis points over last year. Comparisons to prior year were adversely impacted 10 basis points by the mark-to-market adjustment and another 10 basis points by higher interest expense. The gross profit margin was up by a very strong 130 basis points over LY, driven primarily by merchandise margins. SG&A expense was 10 basis points lower than last year as a percentage of sales. As to inventories at the end of the second quarter, consolidated inventories on a per store basis, including the warehouses, were down 4%. At Marmaxx, our total inventory commitment, including the warehouses, stores, and merchandise on order, was also down versus last year on a per store basis. We ended the second quarter with very clean inventories and are very happy with our inventory liquidity as we enter the back half. Now to briefly recap results for the first half -- EPS for the six months were $1.09, so $1.09, up 18% over last year’s $0.92 on a reported basis. Last year’s EPS benefited $0.02 per share from FIN-48 tax adjustments. Excluding this benefit, EPS was up 21% over the adjusted $0.90 per share. As outlined in today’s press release, foreign exchange rates adversely impacted EPS for the first half of this year by $0.07, compared to a $0.01 adverse impact in the first half of last year, so the EPS increase would have been significantly higher were it not for these impacts. Cost sales increased 3% in the first half over a 3% increase last year. Now let me turn the call back to Carol and I will return later to recap our guidance at the end of the call. Carol M. Meyrowitz: Thanks, Jeff. The important points that I would like to make on this call are as follows -- first the strength and consistency of our results should be noted, both in terms of year-over-year and division-to-division performance, as well as across economic cycles. Second, we have great opportunities in the back half of this year, given our strong trends and easier comp comparisons. Third, our growth vehicles, both domestically and abroad, are doing extremely well and hold tremendous potential for our company. Fourth, our customer traffic count reached extraordinary high levels in the second quarter and the rate of increase accelerated from the first quarter. We continue to attract new customers with our value proposition and are building our customer base for the future. And lastly, I say it all the time, we must continue to be totally focused on execution. So let me highlight some of the second quarter results. Beginning in the U.S., Marmaxx’s second profit margin of 11.4% was the best second quarter performance ever in Marmaxx’s history. Segment profit was up 20%, driven by a 4% comp, very strong merchandise margins, and effective expense controls. Home Goods delivered a 9% comp with double-digit increases in customer traffic. This division’s profit margins improved dramatically to 5.9%, it’s best second quarter performance ever and we believe it’s profit margin will hit all-time highs for the full year. I believe that Home Goods still has tremendous untapped opportunities for the future. At A.J., they had another profitable quarter with the strength of 5% comps on top of 6% increases in the past two years. A.J. Wright’s store contribution model is now at a level we have been targeting, which gives us the confidence to continue to roll out new stores. In Canada, while Winners and Homesense segment profit was lower than last year, it was entirely due to the negative impact of currency. Profit was well above our plan as the business did a great job of mitigating the currency impact through better buying and excellent expense control. Our Canadian divisions remained our highest ROIC business. TJX Europe continues to significantly outperform our expectations. After investing in our new European businesses, segment profit grew approximately 80% and segment profitability improved by a very strong 230 basis points over last year. And T.K. Maxx put a 6 comp on top of comps that have ranged from 5% to 10% over the last three preceding years. With strong comp sales growth, as well as leveraging its cost base across a broader European business, we now believe that T.K. Maxx in the U.K. will exceed our previously stated segment profit target of 8% this year. Now I want to move to our vision for growth, which is rooted in how we conduct ourselves as a company. On our year-end call, we reiterated our vision and strategies to grow TJX as a global off-price value retailer. We told you that we were planting the seeds for the future. We are encouraged by early reads and would grow when and where we are convinced it would produce solid returns to our shareholders. All of that still holds true today, except that we have seen even better results than we had expected and are taking advantage of the opportunities that this environment is presenting, which together gives us more confidence than ever that we can double the size of this company over the long-term. Our growth vehicles are all performing well domestically and abroad. In the U.S., we now feel that A.J. Wright has a solid foundation. As I mentioned, it’s store contribution margins have gotten to where we needed to see them to give us the confidence to grow this business. In addition, the new market of Atlanta is outperforming our expectation. While we will not grow too quickly, we could step out of it next year. As we pointed out before, we have a very strong management team in place for the future. Also in the U.S., our test of our Mega Shoe Shop by Marshalls, although still early, are performing very well and we believe may hold a good deal of growth potential in the future. In Europe, our T.K. Maxx stores in Germany continue to deliver powerful performance, exceeding our plans and we are on track to open our first stores in Holland this fall. Putting all of this together with the results we are seeing and the real estate deals we are getting is very excited. While we are definitely seizing the day, I want to say it again -- we will only grow when and where we see [occurrence] that justifies growth. Now let’s talk about how we are capitalizing on the opportunities in this environment. First we continue to attract new customers and are building our customer base for the future. Customer traffic continues to be up significantly and our average basket remains down, which means that even a slight increase in consumer spending in our basket would be very meaningful to our business. This would probably be a good place to say that we are thrilled with the results of our dual branding strategy of T.J. Maxx and Marshall’s, and are very pleased with the new campaign at Home Goods. Additionally, we are very focused on making the shopping experience for our new customers a great one and have staffed our stores appropriately. In addition to building our customer base, we are taking advantage of this environment to build our vendor base. I can assure you that we are highly confident in the future of our supply chain. In terms of sourcing, we have significantly expanded the breadth of our vendor base. Any one vendor is even less meaningful to us today than a few years ago. We continue to build our buying group and now have more coverage of the worldwide marketplace than ever before, with over 600 people in our merchant organization. Now to the real estate environment, which is presenting opportunities in the near term as well as for our long-term growth. Some very attractive locations are opening up to us the first time. We now expect to net approximately 90 new stores this year, up slightly from what we said on the last call, due to some opportunistic deals. Keep in mind that while we are capitalizing upon opportunities, we are still opening fewer stores than last year, so we are being very careful. And next year we anticipate opening more stores than this year, with our growth opportunity and the advantages of the global real estate environment. I want to reiterate that the strategies for growth that we shared with you a year ago are all working today. What has changed this year is that our results are better than we expected and the environment is offering us excellent opportunities. We are more committed than ever to our vision for growth. I can assure you that we will remain prudent and methodical in our approach. It’s part of who we are. However, the advantages we have in the current environment bring even greater clarity to our vision to grow TJX well beyond the $20 billion company we are today. Now let me move to our financial strengths -- returning excess cash to shareholders remains a priority that we are balancing with preserving our financial flexibility in this economy. Our strong operations generate substantial amounts of cash, which allows us to reinvest in our businesses and be conservative with CapEx, while we are simultaneously returning value to our shareholders through our share buy-back and dividend programs. In terms of share repurchases, we bought back approximately $194 million of TJX stock during the second quarter, retiring 6.4 million shares. It continues to be our plan to buy back a total of approximately $625 million of TJX stock in 2009. This consists of $250 million we originally planned and the additional approximately $375 million to buy back the shares that converted in the first quarter. However, we may adjust this up or down depending on the economic conditions. Let me now move to our outlook for the full year -- we are now planning EPS to be in the range of $2.26 to $2.38, compared with $2.08 per share last year on a recorded basis. Last year’s results included a $0.09 per share benefit from the 53rd week, as well as certain other items impacting comparability, which are detailed in a table in today’s press release. Excluding these items, our full-year EPS outlook of $2.26 to $2.38 represents an 18% to 24% increase over last year’s adjusted $1.92. I should also point out that this guidance includes an estimate of $0.03 per share negative impact from foreign currency for the full year. Our outlook assumes a comparable store sales increase of 2% to 4% in both the third and the fourth quarter. Although we are up against easier compares in the back half, we believe it makes sense to continue to plan our business conservatively. This strategy has allowed us to generate significant leverage on incremental sales in the first half, so it is working and we will continue with this approach to the business. However, I am pleased with our current momentum entering the back-to-school period. Jeff will provide more detail in a moment. So in closing, let me say that we believe we have more opportunities in front of us than ever before. We are seizing the day to take full advantage of the terrific opportunities this environment presents. Our strategies to remain flexible and conservative are working and we are going to stick with them. We know that we must execute sharply and we will. Our approach has always been and will continue to be that when things are going well, we get more demanding of the entire organization, not less. Complacency is not in our DNA. While we significantly surpassed our expectations for the first half and reached many all-time highs, I want everyone to hear me say that we are far from maximizing our growth opportunities. We hear the discussion out there about whether our growth is sustainable, so I want to be crystal clear on this point, despite all that we have achieved, we strongly believe that there is even greater growth ahead of us. As we enter the back half, we have great opportunities in our existing businesses and several new growth initiatives that we will be testing, as we are constantly planting new seeds for future growth. Further, a very important piece of our growth story that I want to make sure is understood is the scope of our value proposition. We span the customer income demographic from the low-end through the middle and to the high-end. We believe that our customer appeal is broader than any other apparel or home retailer out there. Just think about how much more growth we can achieve on a global level with this broad customer appeal. I have great confidence that we will emerge from the recession in a stronger position and grow beyond the $20 billion business we are today with stable, consistent, and strong growth. Now I will turn the call back to Jeff to go through further details on the second quarter and our guidance, and then we will open it up for questions. Jeffrey G. Naylor: Thanks. Obviously we now believe we have enough visibility into the balance of the year to provide guidance for the full year. What we will give you today is detailed guidance for the third quarter. We are also providing you with our outlook for comparable store sales growth and EPS for the fourth quarter and the full year but, and I want to emphasize this, we are not providing detailed guidance or models for these periods at this time. So we will give you very detailed guidance for the third quarter. We’ll give you ranges of comp and EPS for the fourth quarter and the full year but no detailed models or guidance for the fourth quarter or full year. Now let me turn to the details on third quarter guidance -- for the third quarter, we expect earnings per share to be in the range of $0.62 to $0.68 over the $0.58 per share we reported last year. There are several items impacting comparability here. Last year the mark-to-market adjustment for our inventory related hedges benefited EPS by $0.05 per share, while this year it’s estimated to only have a $0.02 per share benefit, which is essentially the reversal of the Q2 quarter end mark-to-market adjustment that we booked in Q2. Additionally, we expect Q3 this year to be unfavorably impacted by $0.01 per share due to the impact of foreign exchange translation. And finally last year’s Q3 earnings per share benefited from an adjustment to our computer intrusion reserve of about $0.01, so when you adjust for these factors, the third quarter guidance represents a 17% to 29% increase over prior year. We are assuming a third quarter top line of $5.0 billion to $5.1 billion, with comp sales planned up 2% to 4% on both a consolidated basis and at the Marmaxx Group. As to monthly comps, both on a consolidated basis and at the Marmaxx Group, we expect comp sales in the range of 2% to 4% in August, 1% to 3% in September, and 2% to 4% in October. Pretax profit margins are planned in the 8.7% to 9.4% range, which on a reported basis are down 10 to up 60 basis points over the prior year. However, these year-over-year comparisons are significantly impacted by mark-to-market adjustments, which negatively impact our year-over-year pretax margin comparisons by 40 basis points. Last year also benefited by 10 basis points from the favorable intrusion reserve adjustment that I mentioned earlier. So adjusting for these items, the pretax margin would actually be up 40 to 110 basis points. I should also note that higher interest expense year over year, in part due to pre-funding year-end debt maturities, adversely impacts pretax margin comparisons by approximately 10 to 20 basis points. Staying with the third quarter, we are anticipating gross profit margin in Q3 to be 25.9% to 26.4%, compared with 25.7% last year. Again, gross profit margin comparisons are adversely impacted by 40 basis points due to the mark-to-market adjustments I just described, so the underlying year-over-year increase is greater than the guidance would indicate. We expect SG&A in the third quarter as a percentage of sales to be about 16.7% to 16.9%, compared to 17.0% last year. For modeling purposes, we are assuming -- anticipating a tax rate of 38.1%, net interest expense in the $12 million to $14 million range, and a weighted average share count of approximately $430 million. For the full year, we expect earnings per share to be in the range of $2.26 to $2.38, compared with $2.08, excuse me, per share last year on a reported basis. Excluding certain items impacted in the comparability of results year over year, which Carol described earlier and which are outlined in today’s press release, this guidance represents an 18% to 24% increase over last year’s adjusted $1.92. The full year guidance implies fourth quarter EPS in the range of $0.55 to $0.61, compared with $0.58 last year. Like third quarter, there are several factors impacting the comparability of results -- the major one being the additional week last year. These are also detailed in today’s press release. We will now open it up for questions. We ask that you please limit your questions to one per person and I’ll just say with our last call running long, not everyone has time to ask a question, so we are going to enforce our one question limit on this call and would appreciate your cooperation. Thank you and we’ll now open it up for questions.

(Operator Instructions) Our first question today is from Kimberly Greenberger. Kimberly Greenberger - Citigroup: Great. Thank you. Good morning and congratulations on a great quarter. Jeff, I was hoping you could help us understand the magnitude of the items impacting the gross margin in the second quarter, the 130 basis point improvement between, for example, merchandise margin, occupancy, et cetera. Thanks. Jeffrey G. Naylor: In terms of the gross margin, Kimberly, that was primarily driven by merchandise margin. We had a little bit of buying and occupancy levered, but primarily merchandise margin related. Kimberly Greenberger - Citigroup: Thanks. Jeffrey G. Naylor: The one other point I would make out is mark-to-market adjustments had a 10 basis point adverse impact on the gross profit margin, so that 130 basis points improvement would have been 140 basis points worth after that market-to-market hit.

Thank you. Our next question is from Brian Tunick. Brian Tunick - J.P. Morgan: Thanks. Congrats as well. I guess our question is on the Marmaxx segment margins, it looks like you’ve got a lot more leverage in Q1 on a one comp than you did I guess in the second quarter on a four comp, so we’re just trying to understand what the difference between the two quarters from a leverage perspective and how should we think about the leverage point going into the back half? Carol M. Meyrowitz: Brian, first of all we are leveraging SG&A very well. There’s probably 20 to 30 basis points predominantly due to our incentive program, which does go very deep in the organization. As you know, we have thousands of associates, including our store managers. So with this very strong performance, it’s significantly higher than planned. We have a bit in the 401K and probably for the back half, a slight up-tick in marketing. Jeff, do you want to add to that? Jeffrey G. Naylor: I think just when you look, the difference on Marmaxx is really being driven by SG&A, which as Carol mentioned is impacting the entire quarter so if you look at SG&A, Brian, you see we reported 10 basis points of leverage today. If you actually calculate it, by the way, it’s closer to 20 basis points. There’s some rounding going on. The underlying leverage is actually significantly higher than that 20 basis points. As Carol mentioned, we’ve got an incentive plan, incentive programs that are tied to financial performance that go very deep into our organization. We have store managers and thousands of exempt associates participating and these associates are going to receive pay-outs that are well above plan. I mean, the strength of performance with EPS up 21% year-to-date in a very difficult economy with the majority of retailers struggling, this is leading to higher expenses, higher incentive expenses associated with these broad-based incentive plans. So as Carol mentioned, the expense is meaningful. It’s worth about 20 to 30 basis points in terms of a G&A hit in the second quarter. It’s impacting the majority of our operating divisions because they are all performing terrifically and you know, we are going to see this impact carry over into the back half as well. That said, if you look at Q3, we are calling for SG&A leverage of 10 to 30 basis points, despite this impact. It really tells you we are getting the cost savings that we planned. Probably a bit more than you asked for there, Brian, but it sort of naturally led into a conversation about SG&A. Brian Tunick - J.P. Morgan: Yep, always appreciate it.

Thank you. Our next question is from Jeff Black. Jeff Black - Barclays Capital: Hey, thanks a lot and nice quarter as well. Carol, you mentioned you broadened the vendor base. Now, just to get at what’s really the main knock on the story, I guess, do we see at this point in time some of the bigger brands less availability and that’s why you are broadening out things? And is that a break from historical practice when we are coming out of recessions and we might have saw the supply chain tighten up? Could you just add some color around that for us? Thanks. Carol B. Tome: I would say to you the answer to that in terms of the big brands is absolutely not. We put a strategy in place many years ago when we looked at the whole extension of being a global company and purposefully put a lot of dollars into sourcing and expanding to be very, very unique. I think today, we probably have the most exciting stores that I’ve ever seen and the breadth of assortments, which is what we strive for, a little of everything versus being narrow and deep in any one place makes for probably one of the most exciting mixes and I think that’s what is driving the customer back into our store and I think that’s what is driving our traffic. So that will continue. So there’s no change in our philosophy. We are just broadening, which I think is very exciting. Jeff Black - Barclays Capital: Great. Good luck. Thanks.

Thank you. Our next question is from Todd Slater. Todd Slater - Lazard Capital Markets: Thanks very much and congrats. I am always shocked by the market’s reaction to probably some of the strongest fundamentals in retail, but anyway -- you come up -- but I’m interested in your guidance. I mean, you come up against much easier back half comps, and I think you talked a little bit about this and I’m wondering why your guidance using the midpoint of your comp guidance assumes a pretty decent deceleration in the two-year average comp. So you did a 4% comp in the third quarter on 3% last year, it’s like a 3.5% two-year average. And then if you look at sort of your third and fourth quarter, even at the fourth quarter you are calling for if you take the midpoint of that two to four, you are calling for a deceleration to like 0.4% on a two-year basis. I am just wondering what are the things that are contributing to that type of conservative guidance? Carol M. Meyrowitz: I think the way we looked at it is we really took the first half and basically said fairly equal in the second half. Yes, planning conservatively and I think part of it is we obviously with the volatility of the economic environment, we never know. Having said that, my intention is obviously to beat it and we are conservative in our plans and I think wisely so at this point. Jeffrey G. Naylor: I mean, I think it’s benefited us year-to-date. I think you called that out in your comments. It’s really benefited us year-to-date in that we set our inventory and our cost plans around comps that are reasonable but conservative and that’s the way we are going to continue to plan the business. Carol M. Meyrowitz: And we certainly will leverage our business a lot better by planning it that way. Todd Slater - Lazard Capital Markets: And do you expect in the fourth quarter the consumer to be, or the trends to get any worse than they were in the first half or do you expect them to be the same or a little better? Carol M. Meyrowitz: I really can’t answer that. I can only tell you that we will go after a bigger piece of the pie. Todd Slater - Lazard Capital Markets: Fair enough. Best of luck.

Thank you. Our next question is from John Morris. John Morris - Wachovia Capital Markets: Thanks. Good morning, everyone. Congratulations as well. Carol, can you talk a little bit about the success and the learnings of your advertising strategy, what’s been different there both in terms of spend or shifting dollars, international TV? What kind of results are you getting and what are your plans there going forward strategically? Carol M. Meyrowitz: Okay, well I won't give you all our secrets, that’s for sure. I can tell you that I think it’s out there that we have done this dual advertising in terms of Marmaxx, which we think we are just at the beginning of this venture and we are pretty excited about what we are seeing. It’s really allowed us to hit probably between 30% and 40% of the market that have never have seen us really on TV, let alone on a consistent basis. So our plans are to be fairly aggressive in the back half and to continue this and we have a few new goodies and surprises for the future, and we are testing some other possibilities that will be very intriguing corporately going forward. So that’s really all the comments I can make. I can tell you our spend will be less but our penetration will be greater. John Morris - Wachovia Capital Markets: Is the strategy a little bit different in the sense that you had been advertising more on the basis of price and now it’s more brand? Can you comment on that -- more of a brand strategy? Carol M. Meyrowitz: We have both. We really have a layer cake. Because when you incorporate TV, direct mail, and every other vehicle that we have, we still layer in value as a big chunk of it and branding as the other piece. John Morris - Wachovia Capital Markets: Thanks. Good luck for the back half. Carol M. Meyrowitz: Thank you.

Thank you. Our next question is from Paul Lejuez. Paul Lejuez - Credit Suisse: Thanks. If we forget about anything that happened last year for a second, I’m just wondering why fourth quarter wouldn’t be a larger EPS quarter than 3Q. I’m just trying to understand the guidance a little bit. And then to layer on to that easier sales comparisons and more help from FX, I’m just trying to figure out how you come up with that fourth quarter guidance. Maybe part of that is if you could share your currency assumptions, Jeff? Jeffrey G. Naylor: Well, yeah, I mean, I think when we forecast currency, Paul, we forecast it at the current rate. And right now, we would anticipate about $0.02 pick-up, and we have that baked into the numbers. You know, if you back out currency, if you back out mark-to-market, the 53rd week, you know, some of the one-time items that we have had and that we detailed in the press release, you would see the midpoint of EPS range is up 10%. I think if you look at it without the translation benefit because frankly there’s no guarantee what currency rates are going to do, it would be up 14%. That’s a on a 2 to 4 comp and I think the biggest factor impacting fourth quarter is given that we are trying to project out, a decent amount of time in an economy that’s relatively uncertain, we took the tact here of being relatively prudent in the way that we set the guidance. So to build on the question Todd asked earlier, year-to-date we have a 3 comp on top of a 3 last year. You know, our guidance for the fourth quarter is 2 to 4 on top of a minus 2, so clearly there is a deceleration baked in there. If that doesn’t happen, you know, then there’s upside. But we just felt it made sense to plan our cost structure and our inventory prudently around that level of comp growth. In terms of the pretax margin, if you do the reverse math, we’re about flat to up 70 basis points. The mark-to-market in a 53rd week impacts in the fourth quarter basically cancel each other out, so on a 2 to 4, flat to 70 basis points, we have that bonus impact that we talked about earlier which dampens those year-over-year pretax margin increases. But I think we are clearly being prudent, given the length of time between now and the fourth quarter and I think what remains a reasonable amount of economic uncertainty. Carol M. Meyrowitz: Paul, I’ll say that having said that, I certainly hope we beat those numbers. Paul Lejuez - Credit Suisse: Me too.

Thank you. Our next question is from Jeffery Stein. Jeffery Stein - Soleil-Stein Research: You guys have clearly seen a nice turn in your home business and I’m wondering, Carol, if you could possibly talk a little bit about some of the categories where you are seeing most upside. And in turn -- some of the categories where you are still seeing weakness, and also if you can just talk about you did allude to the fact that your basket was solid -- was it up in the second quarter? Carol M. Meyrowitz: Okay. First of all in terms of the basket, our basket is slightly down. Our traffic is way up -- very, very strong and our average ticket is down mid-single-digits. So that’s what is really driving it, is truly the traffic. In terms of the home businesses, Jeff, it is really strong across the board. What I am very happy about and gives me a tremendous positive feeling going forward is that not only are the fashion pieces working but the basic pieces are working, so when our sheets and towel business and our soft home and our basics are strong, that’s a tremendous sign. So I think our values are extraordinary, I think the execution is absolutely terrific and we are testing a lot of new ideas and new categories, so I just think it’s going to get more exciting. So I think we are in a great place in terms of all of our home businesses across the board. Jeffery Stein - Soleil-Stein Research: Thank you.

Thank you. Our next question is from Adrianne Shapira. Adrianne Shapira - Goldman Sachs: Good morning. Thank you. Hi, Carol. Congratulations. Just following up on the traffic, it sounds like clearly that has been a phenomenal success. Maybe -- give us a sense of the sequential improvement you are seeing, and then if you can give us any sort of breakdown, new customers, existing customers coming more frequently -- where do you think the traffic lift is coming from? Thanks. Carol M. Meyrowitz: All right. Well, in terms of the lift, I think it’s coming from both and we don’t have the specific numbers yet but our early information definitely tells us it’s coming from both. Q1, and again we won't quote specific numbers but I can tell you that there has definitely been an acceleration that seems to be continuing. And it is across the board. Adrianne Shapira - Goldman Sachs: So the traffic improvement across all channels? Carol M. Meyrowitz: Yes. Adrianne Shapira - Goldman Sachs: Great. Thank you. Best of luck. Carol M. Meyrowitz: Thank you.

Thank you. Our next question is from Patrick McKeaver. Patrick McKeaver - MKM Partners: Good morning, everyone. Just wanted to see if you might give us an update on some of the in-store merchandising initiatives and where you stand with the rollout and -- of let’s say the runway at Maxx or the cube at Marshall’s, those kinds of things and if those had any material impact in the quarter and what the outlook is going forward. Thanks. Carol M. Meyrowitz: Okay. Ernie, do you want to talk to the runway in cube?

Patrick, and I think this came up at a call earlier, on the runway we’ve added another few stores because our results there continue to be strong. We like what we see. I think it does speak a little bit to the whole conversation of getting new customers in the door, a different customer that speaks to what Carol said earlier about a broader range of customers, so again we are pretty content with the runway and have added a few stores recently, actually in this quarter here that we are just finishing. The Junior Cube, you know, initiative continues to expand. We are at a little over 400 stores at this point and again, the results, we are very happy with. So -- and what we are trying to do there is obviously capitalize on a different customer than we have in the past, the younger customer, again going back to the comment about trading broader demographics wise. I think we are trading to not only a different demographic but a different age group, so that I think is planting a strong seed for the future and those are two good initiatives, actually, [inaudible]. Carol M. Meyrowitz: What’s interesting, Patrick, is that typically your mean age sort of starts to age and ours isn’t. We’ve actually gone slightly down a few years, which means that when we talk about the increase in traffic, it absolutely means that we are capturing both a younger customer and keeping our customers, so that’s a pretty exciting statistic. Patrick McKeaver - MKM Partners: So does that shape some of the broad comments that you made earlier about please with back to school, early back to school, that kind of thing? Is it just being better positioned from a merchandising standpoint with Juniors and some other categories? Carol M. Meyrowitz: Yes, absolutely. Patrick McKeaver - MKM Partners: Okay. Thanks very much.

Thank you. Our next question is from Daniel Hofkin. Daniel Hofkin - William Blair: Good morning, everyone. Just a quick question about A.J. Wright, the profit margin trend obviously up considerably year to year but relative to the first quarter, down a little bit. Was that primarily markdowns earlier in the quarter or was there some, you know, what should we kind of be expecting going forward there? Thank you. Carol M. Meyrowitz: Patrick, we definitely did do a clean-out in A.J.’s. We got hit with the cooler weather. We took some -- we made a decision to take some early markdowns and clean out all summer, very early, so we did take a bigger hit in July than we had in plan. Having said that, we entered August strong, in great shape and I feel very, very good about it going forward. This is a very short moment in time. Daniel Hofkin - William Blair: Okay. Thank you.

Thank you. Our next question is from Richard Jaffe. Richard Jaffe - Stifel Nicolaus: Thanks very much, guys. A quick question about your thoughts regarding the debt coming due and what the ideal balance sheet will look like and presumably with more capital, your intention to perhaps accelerate share repurchases? Jeffrey G. Naylor: Well, clearly we have $1.4 billion on our balance sheet. We also have almost $150 million in cash that we can’t classify as such because it’s invested in marketable securities that are a little bit over 90 days, so we are sitting here with about $1.5 billion. Our intent right now is to retire the debt, so of that $1.5 billion, $400 million of it is for debt retirement. We have actually paid down the Canadian debt, which is approximately $200 million. The rate of interest that we were paying on that was very comparable to the rate of interest we were earning on the money, so it just made sense to pay it down. And then we have the bonds to repay in December, so that $1.5 billion, really $400 million of that is earmarked for debt repayment, so that would leave us with $1.1 billion. Clearly, Richard, it’s not our goal to run with that level of cash. If you look historically, we have typically run $400 million or $500 million of cash on our balance sheet. However, I would say in this environment, you know, we are going to want to maintain some excess liquidity as it’s probably not a bad thing and continue to be conservative. And you know, so our plans are currently to execute the buy-back plan as we’ve laid it out, the $625 million, although there is a chance that at certain stock prices, that we might go in a little bit heavier on the buy-back and we reserve the right to do that and we clearly have the financial flexibility to do that. But ultimately that cash will be distributed to shareholders. That’s been our practice, our longstanding practice now for the last -- well, for as far back as I can go, so we’ll continue -- so we are going to continue that practice but I think for the short-term, don’t be surprised to see us run a little bit heavier levels of cash, given the environment. Richard Jaffe - Stifel Nicolaus: And the opportunity to leverage up further? Jeffrey G. Naylor: We’re pretty happy with the level of debt we have now. We have -- essentially this year all of our transactions have replaced existing debt, so we really haven’t impacted our leverage ratio. I think over time as EBITDA grows, you have the ability to take on more leverage, and we’ll consider that but as of right now, there are no plans to do so. Richard Jaffe - Stifel Nicolaus: Thank you.

Thank you. Our next question is from Dana Telsey. Dana Telsey - Telsey Advisory Group: Good morning, everyone and congratulations. Can you review a little bit the operating margins in the second quarter by division and what your outlook is for the third quarter by division? And Carol, you mentioned a lot of times new category opportunities -- when do you think we hear about some things like that? Thank you. Carol M. Meyrowitz: We’ll go through the model. Dana, I think I’m not going to answer your second question. Jeffrey G. Naylor: That’s a big question, Dana. Do you want me to go ahead and take it? Okay, yeah, fine. So in the case of Marmaxx, Marmaxx’s profit margin was up 130 basis points on a 4 comp in the second quarter. Right now we have it up 100 to up 140 basis points on a 2 to 4 comp in the third quarter. In the case of -- I’ll do the American, the U.S. divisions, and then do international. In the case of Home Goods, in the first -- or in the second quarter, excuse me, we saw a 230 basis point -- excuse me, 530 basis point improvement on a 9 comp. Our guidance for the third quarter is a 220 to 330 basis point increase on a 4 to 6 comp, so again those line up. With A.J. Wright, we saw a 130 basis point improvement on a 5 comp. As we look at the third quarter, we actually on a 3 to 5 comp would project it up 160 to 250, so it’s higher than we saw in the second quarter, primarily because of the markdown issue that Carol mentioned that dampened the overall profit growth at A.J. Wright slightly. In terms of our international businesses unfortunately you get a lot of noise in here because of mark-to-market. In the case of Winners, Winners was down 150 basis points in the second quarter but only down 30 if you back out the impact of the mark-to-market, which was -- it’s very important. I mean, they did a fabulous job of mitigating the impact of foreign currency on their cost of goods and a great job of managing expenses, so for them to be only down 30 basis points in the second quarter excluding the mark-to-market is a big deal. We look for a similar level of decline in the third quarter. We right now have them down 20 to down 40, again excluding mark-to-market. And in the case of T.K. Maxx, T.K. Maxx profit margin for -- or TJX Europe, we have -- they were up 230 basis points in the second quarter. There was really no impact from mark-to-market on it and that was on a 5 -- excuse me, on a 6 comp and then in the third quarter, we have them up 20 to up 120, again excluding mark-to-market on a 3% to 5% comp, so that’s how it breaks out by business, Dana. Dana Telsey - Telsey Advisory Group: Thank you.

Thank you. Our next question is from Stacy Pak. Stacy Pak - SP Research: Hi, guys, congrats again. So I guess the question just on the whole cost reduction effort -- are you still sort of thinking 150 is the right number for ’09? Can you talk a little bit about what inning you are in, what cost reductions we might be able to see for 2010 and sort of the potential improvement to gross margin and SG&A from those efforts, you know, multi-year kind of level? And maybe in that, throw in your thoughts on operating margin goals by division now, especially given some of the changes we saw this quarter? Carol M. Meyrowitz: So Stacy, was that one question? All right. I’ll turn it over to Jeff in a minute. In terms of the cost reduction, we had a goal of 150. We are definitely going to reach that goal. We are looking obviously at next year on what that number could look like. We are working on that today and we will update you obviously on that call in the beginning of the year and give you a full picture of that. And then in terms of multi-year, Jeff, do you want to just -- Jeffrey G. Naylor: Well, I think the one other thing I would call out on the $150 million is at the beginning of the year, we said SG&A would be essentially flat on a constant currency basis and actually down in an actual dollar basis. And we are on track for that. I think what you have to call out is that our significantly above planned performance, it results in additional SG&A dollars for the first -- you know, with sales significantly over plan, there’s variable costs like store payroll, the credit card interchange costs, et cetera, which have to increase the support sales. Also, we are planning to open 24 more stores than our original plan, so we’ve added 25 stores to the plan, and Carol talked earlier about some of the performance related incentive costs that are higher due to our strong performance. So when we actually normalize for -- and we have a little bit of additional marketing that we are spending behind the strength in the business in the back half of the year, so if you normalize for that, we’re seeing $150 million and we are seeing flat SG&A year over year. It’s just that we -- since we’ve put the plan together, we’ve actually added G&A, so that’s important to call out. The other call out on this year as we look at second and third quarter, and I am not commenting on fourth quarter at this point but second and third quarter, you know, excluding the impact from the incentive comp, we’re seeing very, very significant SG&A leverage and that’s being driven by this. You know, as we look forward, I don’t think we are prepared to put a model for next year at this point. And as I think as we look at our potential margins, you know, the operating margin goals for each business, they are essentially in line with where we have been. We think Home Goods is clearly a lot closer than they were. They had a peak margin two years ago, lost a lot last year. They’ve gained it all back and then some this year. T.K. we think can exceed their profit margin goal. Carol talked about that in the script but beyond that, you know, and Marmaxx is clearly pushing the high end. But I think beyond that, we haven’t revised any of those goals and really wouldn’t comment on that until we get into putting a plan on the street for next year. Stacy Pak - SP Research: Just on the cost side, do you think that -- I mean, what inning are you in? If you don’t want to comment, I understand you don’t want to give numbers for TAN, that’s fine but can you just give us a sense of sort of what inning you are in and you know, what sort of opportunities you may be looking at for 2010? Anything qualitative? Carol M. Meyrowitz: Stacy, as far as I am concerned, every single year we are going to go after cost reduction. I don’t think we’re in -- we’re going to finish this year, certainly reaching our goal and hopefully surpassing it and then we are going to set the next goal for next year. So that to me is an ongoing process. Stacy Pak - SP Research: Okay, thanks.

Thank you. Our next question is from David Mann. David Mann - Analyst: Thank you. Just to piggy-back on the last couple of questions -- Jeff, can you give the EBIT, segment EBIT sort of goals for this year that are embedded within your full year assumption? Jeffrey G. Naylor: We’re really not -- I’d be happy to that for third quarter but I think as it relates to fourth and full quarter, we -- as we said earlier, we weren’t going to put detailed models on the street at this point. David Mann - Analyst: Okay, then if I can ask a different question, you’ve talked a lot about inventory availability not being a problem. Can you just comment a little bit on whether you are seeing better pricing now in terms of contributing to merchandise margin and whether you believe that’s sustainable? Carol M. Meyrowitz: I would say we are seeing both, David, but again, I’m going to go back to how we set up our sourcing and supply chain -- every single year we’ve increased our buying of off-price, you know, and we will continue that goal. So we just -- we see this continuing, the availability via best brands or any country. I don’t see that changing. David Mann - Analyst: Great. Thank you. Great job.

Thank you. Our next question is from David Glick. David Glick - Analyst: Yes, good morning. Just a follow-up on home goods -- how much of your improvement, which was pretty spectacular for the quarter, was due to operational improvements and inventory management, which we’ve been talking about for a long time, and how much was just better traffic and merchandising? Carol M. Meyrowitz: It’s really all three. Our inventory levels are significantly down, which allows us to really flow in a lot of fresh, fantastic merchandise and I think our execution is really where it should be this year and I do think we skipped a few beats last year and I think we are at a place today where the guys understand it, they know that going forward, they know what they need to do and I think that some of it is up. David Glick - Analyst: Great. Thanks a lot for the color and good luck in the second half. Carol M. Meyrowitz: I’m very happy with the performance. David Glick - Analyst: Thank you.

Thank you. Our next question is from Marnie Shapiro. Marnie Shapiro - The Retail Tracker: Hey, guys, congratulations. Great quarter. I have two tiny questions -- you talked briefly about your basket being down and average ticket being down. I was curious if you could give us color, if that was mix of product versus mark-downs, and did Home Goods -- I’m sorry, A.J. have an impact on that for the overall? And were there any segments that you saw rebound nicely and improve nicely in the second quarter that you are able to now flex up going into the back half? Carol M. Meyrowitz: In terms of our basket being down, we said mid-single-digits. A.J.’s really has no effect on that, Marnie -- it’s really across the board and the qualitative piece is the qualitative piece. I just think we’ll continue to give great value to the consumer and that’s what our goal is. In terms of seeing a segment going forward, again we have big initiatives for the back half. I really don’t want to talk to those and I think you will see them when you go into our stores in the back half, so I would suggest shop in our stores. Marnie Shapiro - The Retail Tracker: Not a problem. Talk to you guys soon. Good luck.

Thank you. Our next question is from Laura Champine. Laura Champine - Analyst: Good morning. Just trying to reconcile your comment that Home Goods is likely to have its best margin in its history -- can you talk about what makes that business stand out from other homes related retailers, other than the obvious? Because that’s a great result. And then also, I think that implies a real reversal in margin trends at Marmaxx in Q4 -- is that right? And if so, what should keep Marmaxx from having much better margins in Q4 on a year-on-year basis? Carol M. Meyrowitz: I’ll take the Home Goods question and the margin question, Jeff already did talk a bit about Marmaxx and exactly what is creating that, so if you want to reiterate that, you can. In terms of Home Goods, again I’m just going to come back to it’s about execution and I think these guys are executing and I think the model is a terrific model. It worked and it worked when you execute well and that’s what they are doing. So I think again, I’ll reiterate that I think they understand. I think we made some missteps a year ago and I think we are back on track and we are ready to accelerate. Jeffrey G. Naylor: I think the only color I would give you around the fourth quarter is -- I’m not going to comment on Marmaxx specifically but again, if you look at our Q4 overall pretax margin, we’re saying flat to up 70 basis points. We’re clearly running stronger than that year-to-date and have stronger guidance in the third quarter and it really just comes down to a level of caution about the fourth quarter, just given how far we are out from holiday and the level of visibility we have. So I would tell you, you know, as we said earlier, that the assumptions we are making in our Q4 guidance lean towards the conservative side but again, we think that’s prudent in terms of how we position ourselves from a cost and an inventory perspective. Laura Champine - Analyst: Thanks. Maybe I’m missing the share count -- can you comment on year-end share count? Jeffrey G. Naylor: We’re just going to execute the buy-back program that we have and we’ve got about $400 million to go we’re going to spend throughout the back half. I think you can make an assumption on share price and get to the share count. Laura Champine - Analyst: Thank you.

Thank you. Our next question is from Michelle Clark. Michelle Clark - Analyst: Good morning and congratulations. You had mentioned additional store openings next year relative to what we are going to see this year -- could you just detail us on where the biggest growth is coming from and maybe domestically, geographic penetration, where we should expect to see those store openings? Thank you. Carol M. Meyrowitz: Michelle, you really are going to see it across the board and we are taking an opportunistic approach, and the reason why we ended up with 26 more stores in the original plan this year was because of the opportunities. So just like everything else, we have cash, we have tremendous flexibility. So we will take advantage of every terrific real estate opportunity for next year and that’s the way we are looking at it, so it’s really not by any particular region. It’s really by return on invested capital. Michelle Clark - Analyst: Okay, great. Good luck.

Thank you. And our final question today is from Randy Konick. Randy Konick - Analyst: Great. Thank you. Just regarding the merchandise margin, can you just give us a little bit of color of the IMU versus the markdown? And then on IMU, I guess you made a comment that you have a plentiful inventory to buy out there -- has the costing side of it changed at all over the last few quarters on a sequential basis? Carol M. Meyrowitz: I think it’s pretty much split, right? Half and half? Jeffrey G. Naylor: Yeah, it’s pretty balanced between merchandise margin -- the merchandise margin growth is pretty balanced between mark-up and markdown. And we are also getting some benefit from freight and fuel -- freight as a result of some -- you know, part of our cost reduction program, so we’re seeing some of that flow through the -- but it’s primarily going to be markdowns and [inaudible] pretty balanced between the two, Randy. Randy Konick - Analyst: Do you foresee any big changes in the IMU trend now that you are broadening out the inventory buys? Carol M. Meyrowitz: I think we’ve been seeing it year over year. And I think we’ll again, you know, our sourcing, just in terms of the total coverage, this gives us an opportunity. So I think going forward, again I don’t know what basis points it is but you know, we are going to continue with our strategy and our sourcing and we continue to add to the merchandising group because we think it’s very advantageous. Randy Konick - Analyst: Lastly, you just think the IMU should continue to move higher as we move into lapping these comparisons in the next 12 months, is that fair? Carol M. Meyrowitz: I hope so. Randy Konick - Analyst: All right. Thank you. Carol M. Meyrowitz: I want to thank everyone and we certainly look forward to our next call. Thank you.

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