Karen Rhoads – VP of Finance, CFO and Treasurer Dennis Nelson – President and CEO Tom Heacock – Corporate Controller Kyle Hanson – Corporate Secretary and General Counsel

Margaret Whitfield – Sterne, Agee Mark Mandel – Wedbush Morgan Securities Edward Jerome [ph] – KeyBanc Anna Andreeva – JP Morgan Elizabeth Montgomery [ph] – Longbow Ronald Bookbinder – Global Hunter Linda Tsai – MKM Partners

Ladies and gentlemen, thank you very much for standing by and welcome to the fourth quarter earnings release call. (Operator instructions) Now, members of Buckle's management on the call today are Dennis Nelson, President and CEO; Karen Rhoads, Vice President of Finance and CFO; Kyle Hanson, Corporate Secretary and General Counsel; and Tom Heacock, Corporate Controller. As they review the operating results for the fourth quarter, which ended January 31, they would like to reiterate their policy of not giving future sales or earnings guidance and have the following Safe Harbor statement, the Safe Harbor statement under the Private Securities Litigation Reform Act of 1995. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change, based on factors which made be beyond the company's control. Accordingly, the company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Such factors include but are not limited to those described in the company's filings with the Securities and Exchange Commission. The company does not undertake to publicly update or revise any forward-looking statements, even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. Additionally, the company does not authorize the reproduction or dissemination of transcripts or audio recordings of the company’s quarterly performance calls without its expressed written consent. Any unauthorized reproductions or recordings of the calls should not be relied upon as the information may be inaccurate. Now I like to turn the conference over to your host, Karen Rhoads. Please go ahead, ma'am.

Thank you and good afternoon everyone. Our March 11, 2009 press release reported that net income for the fourth quarter ended January 31, 2009 was 34.3 million or $0.74 per share on a diluted basis and that compares to 29.1 million, or $0.63 per share on a diluted basis for the prior year fourth quarter ended February 2, 2008. Net income for the 52-week fiscal year ended January 31, 2009 was $104.4 million or $2.24 per share on a diluted basis and that compares with $75.2 million or $1.63 per share on a diluted basis for the 52-week fiscal year ended February 2, 2008. Please note that the prior year’s earnings per share numbers have been adjusted to reflect the impact of our 3-for-2 stock split that was paid in the form of a stock dividend on October 30, 2008. Additionally, as disclosed in this morning's press release, during the fourth quarter of fiscal 2008, the company recorded a $3.4 million unrealized loss resulting from the "Other-than-Temporary" impairment of certain of our investments in auction-rate securities. For the full fiscal year, the company has recorded a total of $5.2 million in unrealized losses resulting from the "Other-than-Temporary" impairment of certain investments in auction-rate securities. The unrealized losses have been recorded in the Statements of Income for the quarter and for the fiscal year ended January 31, 2009. This adjustment had an impact of $0.05 per share after-tax on reported basic and diluted earnings per share for the fourth quarter and a $0.07 per share after-tax impact on the reported basic and diluted earnings per share for the fiscal year. Net sales for the 13-week fourth quarter increased 21.5% to $251.4 million compared to net sales of $207.0 million for the prior year fourth quarter. Comparable store sales for the quarter increased 14.3% compared to the same period in the prior year. Net sales for the 52-week fiscal year ended January 31, 2009 increased 27.8% to $792.0 million compared to net sales of $619.9 million for the prior year 52-week fiscal year ended February 2, 2008. Comparable store sales for fiscal 2008 increased 20.6% compared to the same period in the prior year. Gross margin for the quarter improved approximately 170 basis points to 46.1%. This improvement was driven by an increase in merchandise margins, which had about 65 basis point impact, and by the leveraging of buying and occupancy costs, which had about a 105 basis point impact. For the fiscal year, gross margin improved approximately 230 basis points to 43.4%. This improvement was driven by an increase in merchandise margins, which had about a 50 basis point impact, and by the leveraging of buying and occupancy costs, which had a 190 basis point impact. These improvements were partially offset by an increase in expenses, related to the incentive bonus accrual. The improvement in merchandise margins for both the fourth quarter and for the full fiscal year are primarily a reflection of reduced markdowns as a result of strong sell through on new products, which was partially offset by an increase in redemptions to our Primo Card loyalty program. Selling expense for the quarter was 18.6% of net sales, which was an increase of approximately 10 basis points from the fourth quarter of fiscal 2007. The increase was driven primarily by an increase in expense related to the incentive bonus accrual and increase in Internet related fulfillment and marketing expenses, and investments made during the quarter related to certain store fixtures and supplies. These increases were partially offset by a reduction as a percentage of net sales in store payroll expense and by the leveraging of certain other selling expenses. For the fiscal year, selling expense was 19.1% of net sales, which was flat in comparison to fiscal 2007. Increases, driven primarily by an increase related to the incentive bonus accruals and increase in Internet-related fulfillment and marketing expenses, and investments made during the fourth quarter related to certain store fixtures and supplies were equally offset by a reduction as a percentage of net sales in store payroll expense and again by the leveraging of certain other selling expenses. General and administrative expenses for the quarter were 5.1% of net sales, which was flat in comparison to the fourth quarter of fiscal 2007. Increased expense related to the incentive bonus accrual, the year-end vacation accruals, and the write-off of certain fixed assets that were abandoned during the quarter were equally offset by the leveraging of certain other general and administrative expenses. For the full fiscal year, general and administrative expenses were 3.8% of net sales, which was a reduction of approximately 40 basis points from fiscal 2007. Excluding a $3 million gain recorded during the second quarter of fiscal 2008, which related to the involuntary conversion of one of the company’s corporate aircraft to a monetary asset upon receipt of insurance proceeds, general and administrative expenses were 4.2% of net sales, which was flat in comparison to fiscal 2007. An increase in expense related to the incentive bonus accrual was equally offset by the leveraging of certain other general and administrative expenses. Our operating margin for the quarter was 22.3% compared to 20.7% for the fourth quarter of fiscal 2007. For the full fiscal year, our operating margin was 20.5% compared to 17.7% in the prior year. Excluding the $3 million gain on the aircraft that I just mentioned, our operating margin for fiscal 2008 was 20.1%. Other income for the quarter was $1.7 million compared to $2.6 million for the fourth quarter of fiscal 2007, and other income for a full fiscal year was $7.8 million in comparison to $9.2 million in fiscal 2007. Income tax expense as a percentage of pre-tax net income was 36.9% for the fourth quarter of fiscal 2008 compared to 36.2% for the fourth quarter of fiscal 2007, bringing fourth quarter net income to $34.3 million for fiscal 2008 versus $29.1 million for fiscal 2007, an increase of 18.2%. For the full fiscal year, income tax expense was 36.7% of pre-tax net income in fiscal 2008 compared to an equally 36.7% in fiscal 2007, bringing fiscal 2008 net income to $104.4 million versus $75.2 million for fiscal 2007, an increase of 38.8%. Our press release also included a balance sheet as of January 31, 2009. It included some of the following Inventory of $84 million, which was up about 8% from inventory of $77.6 million at the end of fiscal 2007, and total cash and investment of $237.8 million compared to $248.4 million at the end of fiscal 2007. As of January 31, 2009, total cash and investments included $30.9 million of auction-rate securities, and that compares to $145.8 million of auction-rate securities as of February 2, 2008. And our auction-rate securities are reported at fair market value and at the end of the fiscal year, the reported investment is net of $6.6 million in unrealized loss for the impairment of fair market value on certain securities from their stated par value. The company has determined that $1.4 million of the unrealized loss is temporary and is recorded as net of tax as of accumulative other comprehensive loss of $0.9 million in stockholders' equity as of January 31, 2009. As mentioned in the press release, the company also determined that $5.2 million of the unrealized loss is "Other-than-Temporary" and is recorded as a loss in the statements of income for the year-to-date period ended January 31, 2009. There were no temporary or "Other-than-Temporary" losses related to the company's investment in auction-rate securities that were recorded at February 2, 2008. Of the $30.9 million in auction rate securities as of the end of the fourth quarter, $1.6 million has been included in short-term investments, and $29.3 million has been included in long-term investments. We also ended our year with $116.7 million in fixed assets, net of accumulated depreciation. Our capital expenditures for the year were $47.4 million and depreciation expense was $21.8 million. For fiscal 2009, we currently expect our capital expenditures to be in the range of $44 million to $48 million, which include budgeted capital investments related to the expansion of our online fulfillment infrastructure within our current warehouse and distribution facility in Kearney, Nebraska, and the replacement of our current point of sale software and hardware. We are also currently in the process of evaluating the ability of our current distribution center to support the anticipated growth of our business over the next several years, but would anticipate that the majority of any capital expenditures related to a new distribution centre will not be made until fiscal 2010 or later. For the quarter, our units per transaction increased approximately 1.5%. The average transaction value increased approximately 8% and the average unit retail increased approximately 6.5%. For the full fiscal year, units per transaction increased approximately 2.5%. The average transaction value increased approximately 7.5% and the average unit retail increased approximately 5%. Additionally, during the fiscal year, we increased our average sale per square foot from $335 in fiscal 2007 to $401 in fiscal 2008, and we increased our average sales per store from $1.7 million in fiscal 2007 to $2.0 million in fiscal 2008. The Buckle ended the year with 387 retail stores in 39 states, compared to 368 stores in 38 states at the end of fiscal 2007. And with the opening of 4 new stores so far in fiscal 2009, which includes a story in Buffalo, New York, which is our first store in that state, we currently operate 391 retail stores in 40 states. And with that, I would like to turn the call over to Dennis Nelson, our President and CEO. And just to let everybody on the call know, Dennis is calling in from a remote location as he is traveling stores this week. Thank you very much, and I will turn it over to you Dennis.

: Men's merchandise sales for the fourth quarter increased approximately 13.5%. Highlights were denim, woven and knit shirts, and outer wear. Average denim price points increased from $75.85 in the fourth quarter of fiscal 2007 to $81.85 in the fourth quarter of fiscal 2008. For the quarter, our men's business was approximately 44.5% of net sales compared to approximately 47.5% last year. And the average men's price points increased approximately 12% from $47.55 in the fourth quarter of fiscal 2007 to $53.30 in the fourth quarter of fiscal 2008. For the fiscal year, men's merchandise sales increased approximately 25.5%, highlights included denim, woven and knit shirts, active apparel, and outer wear. Average denim price points increased from $74.40 in fiscal 2007 to $79.85 in fiscal 2008. For the full fiscal year, our men’s business was approximately 44% of net sales compared to approximately 45% in the prior year. And the average men's price points increased approximately 9.5% from $43.55 to $47.65. Women's merchandise sales for the fourth quarter increased approximately 28%. Highlights were denim, knit tops, outer wear, accessories, and footwear. Average denim price points increased from $79 in the fourth quarter of fiscal 2007 to $86.50 in the fourth quarter of fiscal 2008. For the quarter, our women's business was approximately 55.5% of net sales compared to approximately 52.5% last year. And average women's price points increased approximately 5.5% from $42.40 in the fourth quarter of fiscal 2007 to $44.65 in the fourth quarter of fiscal 2008. For the fiscal year, women's merchandise sales increased approximately 29.5%. Highlights were denim, knit tops, active apparel, outer wear, accessories, and footwear. Average denim price points increased from $77.85 in fiscal 2007 to $83.35 in fiscal 2008. For the full fiscal year, our women's business was approximately 56% of net sales compared to 55% in the prior year. And the average women's price points increased approximately 3% from $39.80 to $41.10. For the quarter, combined accessories sales were up approximately 24% and combined footwear sales were up approximately 7%. These two categories accounted for approximately 8.5% and 4%, respectively, of fourth quarter net sales, which compared to approximately 8% and 4.5% for each in the fourth quarter of fiscal 2007. Average accessory price points were up approximately 4.5% and average footwear price points were up approximately 6%. For the fiscal year, combined accessories sales were up approximately 29%, and combined footwear sales were up approximately 3%. These two categories accounted for approximately 7.5% and 4.5% respectively of fiscal 2008 net sales, which compares to approximately 7.5% and 5.5% for each in fiscal 2007. Average accessory price points were up approximately 4.5% and average footwear price points were up approximately 1%. For the quarter, denim accounted for approximately 43.5% of sales and tops accounted for approximately 39.5%, which compares to approximately 45% and 38% for each in the fourth quarter of last year. For the full fiscal year, denim accounted for approximately 41.5% of sales and tops accounted for approximately 39%, which compares to approximately 43% and 36% for each in fiscal 2007. Our private-label business was down slightly as a percentage of net sales for both the fourth quarter and the full fiscal year, due to the strength and variety of selection in our branded merchandise, but continues to represent slightly about 25% of our sales. In addition to our own BKE denim, which was approximately 37% of our fiscal 2008 denim sales, key denim brands for the year included Big Star, MEK, Lucky Brand, and Silver jeans, in addition to several others. Other key brands on the men's side included Hurley, Billabong, Affliction, OBEY, 7 Diamonds, and Roar, while other key brands on the women's side included Roxy, Billabong, Hurley, Sinful, and Rebel Spirit, and the other key brands for men’s and women’s was Ed Hardy. As Karen mentioned, total inventory at the end of the year was up approximately 8%. But our total markdown inventory at the end of the period was down compared to the same time a year ago. During the fourth quarter, we opened four new stores and completed three substantial remodels, bringing our count for the full fiscal year to 21 new stores and 13 substantial remodels. As of the end of the last fiscal year, 181 of our stores were in our newest format. We anticipate opening 21 new stores during fiscal 2009, including a store in Buffalo New York, which opened on February 25, and a store in Mays Landing, New Jersey, which we will open later this year. New York and New Jersey will represent our 40th and 41st states. By season, we anticipate seven new stores for spring, eight for back to school, and six for holiday. We also anticipate completing 21 substantial remodels during fiscal 2009. By season, we anticipate 10 of the remodeled stores will be completed for spring or by the end of spring, seven for back to school, and four for holiday. Given our strong financial position and consistent performance, we remain committed to enhancing value for our shareholders. With that in mind we returned more than $136 million to shareholders through dividends and buybacks during the year, including $92.9 million paid in the form of a split adjusted 2 dollar per share special cash dividend in October 2008. We also, again increased our quarterly dividend rate in the third quarter, bringing our annual dividend rate to $0.80 per share, and repurchased 557,100 of our common stock during the fiscal year at a total cost of $9.4 million for an average price of $16.76 per share. We ended the year with 799,300 shares remaining under our current repurchase authorization. In closing, we are pleased with our results for both the quarter and for the fiscal year, and feel that both our people, and our products have us well positioned for continued success in 2009. And with that, we welcome your questions. Thank you.

(Operator instructions) We have our first question from the line of Margaret Whitfield of Sterne, Agee. Please go ahead. Margaret Whitfield – Sterne, Agee: Hi, Dennis and Karen, I was wondering if you could talk about inventory situation given the strong February cost, what your plans are for inventories going forward, and how you might end the first quarter with inventories per square foot. And I wondered if you could talk about how some of the newer stores have performed, I think you gave (inaudible) on sales per store, and in terms of how the class of ’07 did and the class of ’08, as you have moved east into newer markets?

Thank you, Margaret. You know, the February sales were excellent for us, so we ended up with a little less inventory than we probably planned. We are taking pretty much the same strategy as we have been, trying to be cautiously optimistic and careful with the inventory, but still trying to do business. And we think that our inventory levels will increase this spring. You know, it is difficult to say how much with – depending on the rate of business, but we would see – my best guess would probably be over the next few months kind of flat to low single-digit gains on the inventory. Margaret Whitfield – Sterne, Agee: On a per square foot data?

Yes, probably closer to flat on a per store – existing store base. Margaret Whitfield – Sterne, Agee: Okay.

And Karen you want the next part of the question or do you want me to –

On how the stores are performing? Margaret Whitfield – Sterne, Agee: The most recent stores, the stores opened last year, and the year before?

I mean, in general, we would say we were pretty pleased with how those new stores have been performing. We don't ever speak to the specifics of individual stores or an age of store performance but we have been pretty pleased with that. If you want to add to that Dennis.

No, I would agree. I mean, we've had – I was just trying to review last year. We feel good with our new stores, and we had a strong year in ’07 and ‘08 was very good, but I think both classes overall performed pretty well. Margaret Whitfield – Sterne, Agee: Just one final one, the 21 comp in February, Dennis, you know, could you give us any follow up as to what led to that explosive growth that you had last month in terms of the brands or categories?

Well, I think we reported in the monthly that I recall denim and knits were both strong in men's and ladies, and what new product we brought in was received well, and I think that stores were ready to do business and things worked out well. Margaret Whitfield – Sterne, Agee: The private label will contract some this year as these brands are being so well received, and what do you see for private label this year?

Well, our private label continues to grow, but just hasn't been growing at the same level as the brands. And my guess is that it will still be very close to 25%. Margaret Whitfield – Sterne, Agee: Fair enough. Thanks again and all the best for this year.

Thank you very much.

Thanks Margaret.

Very good. Our next question comes from the line of Mark Mandel with Wedbush Morgan Securities. Please go ahead. Your line is open. Mark Mandel – Wedbush Morgan Securities: Hi, thanks good afternoon. Could you please shed a little more light on your expenses, and where you – where we might see some leverage given your sales growth?

On the leverage in the growth margin, again a lot of the leverage – two components, the leverage on the buying, occupancy and distribution, and then from the actual merchandise margin in the sell through on that product. You know, it does take approximately 2% to 3% comparable store sales growth to get some leverage on that occupancy number. So, strength in sales is where we could continue to get the leverage in that line-item. In the categories also going forward, one of the questions we get quite a bit is regarding the bonus accrual, and the bonus accrual is really kind of two big components, one is the store managers, which receive a percentage of profit off of their stores, and then the other one is for administrative and district managers, and office personnel who are on incentive program. So the store component is still going to continue to grow or should grow somewhat in relation to the profits in the stores. The incentive bonus is based on growth in three categories, growth in comparable store sales, gross margins, and pre-bonus, pre-tax net income. And so again, in a year like this year where all three of those categories grew very strong, we did see an increase in that bonus as well. And, for instance, in fiscal 2009 if we were to have flat performance in those three categories, the incentive bonus accrual will actually go down, and our total bonus pool would probably be down about a third from the current year. And so we will actually end up gaining some leverage, because we will be – we would have less incentives but again it is on growth in those categories. And so looking at 2009, to have the same dollars of bonus, we would need to have probably somewhere close to a 10% comp, and at least a 20% growth in pre-bonus, pre-tax net income, and so again depending upon the performance, there is some opportunity for leveraging there. But again hopefully performance is strong, and that we can continue to accrue those incentive bonus accruals. You know, I think as we continue to also grow our infrastructure for the online store that has increased some of our selling expenses, but I think those expenses have been well spent in relationship to growing that business, but we always look for ways to improve and to try and gain some leverage. Mark Mandel – Wedbush Morgan Securities: I appreciate the color on the bonuses, but if you look at the two broad expense categories, the selling expenses and G&A expenses, is there a certain comp point, where we should see some leverage, the 3%, 4% whatever the number is?

I don't know if we looked at it that way, have we Karen?

No, because again in those two categories, one of the – probably the single largest growth line-item was incentive bonus accruals, (inaudible) Tom. And so again that is related to the strong performance for the year, and every year for the management incentive pools are based on growth in those areas, and so if we have a year that we don’t have a stronger growth as we had this year, then those are going to be less accruals in each of those categories. Mark Mandel – Wedbush Morgan Securities: Okay, that is helpful, my second question is regarding your average selling prices, to what extent do you think you have opportunity to further lift that especially given the economic climate that we are in?

You know a lot of our prices ARE being driven by product that just looks great and we have had a strong demand, and we kind of see, kind of at this point anyway through the first several months of the season, we would see probably the same type of price points that we saw in the last several months in our stores as far as for denim and a lot of the knit tops, but what we are finding is similar product, but new and different finishes. So we are still seeing denim from our BKE in the average low 60s to some of the top brands up into 150s. In the knits, here again there is a wide variety of price points from tees in the 20s going up to 70 something or higher, you know, and we just respond as close as we can to the market on where we see that going in the selling. And so at this point, the best we can guide is that we see it similar to what happens through the holiday season. Mark Mandel – Wedbush Morgan Securities: On a year-over-year basis that would translate into similar types of increases that we have seen recently?

You know, it is very difficult to think or recall or how that compares to this time last spring, but where we were a year ago maybe close to those kinds of increases or such, but we will kind of see the same price points that we have had over the last several months kind of continuing right now. Mark Mandel – Wedbush Morgan Securities: Okay, thank you very much.

Yes.

Very good. Our next question comes from the line of Edward Jerome [ph] of KeyBanc. Please go ahead, your line is open. Edward Jerome – KeyBanc: Hi, thanks for taking my question. It looks like payables leverage fell on a year-over-year basis, and this is the lowest on an absolute basis in some time. Was there a timing issue of what is driving this decline?

I'm not quite sure of your question there Edward. Sorry, on payables? Edward Jerome – KeyBanc: Right, payables leverage, payables as a percentage of inventory.

You know, that all depends upon the timing of when the product comes in, and the payable. Edward Jerome – KeyBanc: Got you. So there wasn't any specific thing driving that. It was just timing issue?

Correct. Edward Jerome – KeyBanc: Okay, got you. And what was merchandise margins, what would they have been had the Primo Card redemptions being flat year-over-year, I mean, how much did it weigh on your margin expansion for the quarter?

For the quarter about 20 basis points. Edward Jerome – KeyBanc: Got you. And the final question, what is the timeframe around your new POS, and will you be implementing it ways?

On the POS, we are still in the vendor selection process. They would anticipate that by summer, we would have the product here to test, and the goal would be that in the fall to have a group of stores rolled out for a test basis prior to holiday, but we wouldn't complete the roll-out then until after holiday 2009 to the test phase, and also just not to disrupt the stores with new point of sale too close to the holiday season. Edward Jerome – KeyBanc: Got you. Thank you very much.

(Operator instructions) Next one, we will go to the line of Anna Andreeva of JP Morgan. Please go ahead. Anna Andreeva – JP Morgan: Thank you so much. Good afternoon guys. Karen, I guess to you, I was wondering if you could break down the components of SG&A deleveraged for the quarter. You mentioned the incentive bonus investment in store fixtures and Internet fulfillment costs that will be helpful. And then did I hear you right, did you say unless comps are running in a 10% range for 2009, your selling expense dollars would be down year-over-year. That is my number one question?

Correct, that was correct. Anna Andreeva – JP Morgan: That is correct, okay. And the component of SG&A deleverage?

Looking on for – we look at selling and G&A separately. So I don't have that actually combined in there. But we did a fixture roll-out to most of our stores, and for the most part we capitalized that we have some smaller components, which are expensed items. I would have to look at that, I guess I would hate to give a number just of the top here. Do you have that, Tom? I think Tom has it.

I think that was about 50 basis points. Anna Andreeva – JP Morgan: Okay.

And then the bonus accrual, and the Internet and selling were probably each about 20. Anna Andreeva – JP Morgan: Okay. So the bonus accrual was only 20 basis points?

Yes – and selling individually. Anna Andreeva – JP Morgan: Okay, do you have the bonus accruals altogether between selling and G&A?

And actually, the bonus accrual does go through all three categories. We allocate it based on functionality of the person receiving the bonus. So there is some bonus that goes to cost of goods sold as well as selling and to G&A. Anna Andreeva – JP Morgan: Okay, and do you guys have that number?

It is probably 30 in total, I think, for the quarter. Anna Andreeva – JP Morgan: Okay, so that is helpful. And I guess more to you, Dennis. You guys obviously continue bucking the trend out there, very impressive. Are there any pockets of softness that you are seeing in the business, anything regionally to call out, obviously you have a big exposure to Texas in the Midwest, how are these core regions holding up for you guys?

Let us say our core regions are doing fine. We are quite happy with that business, and you know, we have a couple of stores, maybe in Southern California, maybe a couple in Florida and Phoenix, which had been real strong has kind of leveled out, still doing pretty well. But we have a few that way that might be under a little bit, but still a lot of what we find is, if we have a new manager or one that is not quite getting that probably hasn't much effect on our business as anything. Anna Andreeva – JP Morgan: Okay, so you have not seen any other softness other than that?

No, in general that is pretty much it. Yes. Anna Andreeva – JP Morgan: Okay, very impressive. And then finally, I guess also to you Dennis, you guys mentioned in your prepared remarks you are making investments in the distribution center to support the growth in the business, I guess, could you remind us longer term where do you see the growth potential for The Buckle over the next few years. From 387 stores do you think this concept could support 500 stores over time?

While we feel that there is definitely that potential as I kind of mentioned before, kind of the North-east area, we are just starting to know a little bit about Western New York and parts of Pennsylvania. So we couldn't say for sure a number because we're not familiar enough with certain parts of the country to say how many potentially were there. But we think we can continue to grow, and we find in certain markets like the Dallas/Fort Worth market, we have 11 stores now. A few years ago, we would have not guessed that we would add 11, and we are actually adding two more in that market this next year to put us in the 13 area. So, I just think as new areas become strong or good shopping areas come up, we evaluate them and go from there, and where when we have remodels, we look to see if we want to add some square footage, sometimes we add 20%, sometimes not. But we certainly are staying focused on quality and want to be great specialty stores in our markets, and the total number is not the driving point for us. Anna Andreeva – JP Morgan: Okay, that is fair. But we should expect I am assuming kind of a similar 5% growth over the next couple of years. No plans to accelerate that?

At this point, there is no plan to accelerate, correct. Anna Andreeva – JP Morgan: Okay, great. And how many of these new stores in 2009 are expected to be either in better malls, A malls or new markets.

Well, we are opening in the – trying to think. Everybody has a different opinion of what an A mall is. I would say the majority of – at least a third are in very prime centers, and probably 50% is in very good regional centers, and there might be one or two that most people would consider smaller markets, but we think are good opportunities. Anna Andreeva – JP Morgan: Okay. And finally my last question, what are you guys seeing from the rent negotiation perspective with landlords out there?

Well, I think it is – I mean, I think it is – the retailers certainly have an improved situation. There are more stores closing than opening, and you know, our business is very good, and we are only doing so many a year. So, – and that has been our strategy for a long time. So it gives our executives in real estate the opportunity to be pretty choosy and work out situations that we think are good for us. Anna Andreeva – JP Morgan: Okay, great. Thanks. Best of luck, guys.

Thank you.

Thank you.

Very good. Our next question comes from the line of Elizabeth Montgomery [ph] with Longbow. Please go ahead. Elizabeth Montgomery – Longbow: Hi guys. Thanks for taking my questions. I was actually a big shopper at your store, the tiny store [ph] in Wichita, Kansas back in the late 80s. But I haven't been in the store for a while, and I know that your women's business has been much stronger than everyone else’s, and I wondered if you had any sense of why that was?

I just think our buying team works together on a lot of categories, and they are just executing very well. We do a lot of special make-ups both on the denim and the tops, and they are putting in a great variety of vendors, style tops, colors, and in our denims, we have a multitude of different fits. So, we can fit a lot of different individuals, whether they like low rise or not low rise, or just quite a variety and so we are able to fit a lot of guest, and our store personnel and managers are doing a great job of working with the guests, doing some special appointments with them, and helping to put the outfits together, and they are just – the combination is doing nicely for us. Elizabeth Montgomery – Longbow: Okay, and then I know guys historically haven't given either revenue or a comp or earnings guidance, but if I look at your inventory per square foot plans, where you said that they would be flat, and when I look at your comps. I guess I'm a little bit confused, because it would seem that your comps on a one and two-year basis are running far ahead of what would be flat inventory per square foot?

When I tend to answer that, I try to – I mean, we are continually bringing in new products and trying to anticipate the level that would be required to do the business in such, but we are very product driven, and so I am kind of looking at the end of the month number that we kind of report with the sales, where that is at. And during the month, we are doing our best anticipating flowing in new products. So they continually have – we continue to hope to have fresh products to create the excitement to keep driving the sales, and by doing that we are hoping that we generate the sales and that is just about where the inventory is going to end up over the next month or two. Elizabeth Montgomery – Longbow: Okay, all right, great. Thanks, congratulations.

Thank you.

Thank you.

Very good. We have our next question from the line of Ronald Bookbinder with Global Hunter. Please go ahead. Ronald Bookbinder – Global Hunter: First of all congratulations on the nice end to 2008 and a strong 2009.

Thank you. Ronald Bookbinder – Global Hunter: In February, in that 21% comp, was there any special events or anything out of the ordinary that helped to boost that comp?

I think we had no promotions, no special things. We started kind of a spring event promoting our west coast [ph] shorts and swimwear this week, but nothing in February. Ronald Bookbinder – Global Hunter: Okay, and the Easter shift, how should we look at, what sort of impact should that have on moving comp from March into April?

We really don't study that. I mean, it is really possible we could have a small effect in March that might move into April, but we don't feel it is big enough to concern ourselves.

And a lot of times, I know lot of people like to look at March and April combined, just because Easter can shift back and forth between those two fiscal periods.

And the other part of that is what is important to us, spring breaks in every part of the country is different on whether they still have it early or later? Ronald Bookbinder – Global Hunter: Okay. And there has been talk, you mentioned in the text, about Ed Hardy doing well for you guys. What percentage of your businesses is that and we have been hearing that they have been liquidating some T-shirts and stuff that has been flown into the off-price market. Are you guys affected by that at all has it continued to do well at strong price points?

Last year, we did a nice job with it, but it was still a very small part of our business, and we actually have even less inventory in our stores right now with that product. Ronald Bookbinder – Global Hunter: Okay, and then looking at your online business, you are pumping some money into helping build that up, how are the revenues from the online business year-over-year, and is that segment profitable?

The online sales, at this point in time we have broken out the online sales. I think, we've kind of looked at it probably 5% of sales at the point at which we start breaking that separately. So, we will evaluate that for the first quarter of fiscal 2009, and for breaking out the component of our total sales that have come for the online. But yes, it has been a profitable business for us, and we see nice growth there. Ronald Bookbinder – Global Hunter: And on the remodels, what sort of cost bump do you get from a remodeled store?

It can vary widely, depending on how mature the store is. If we move it to – if we have a prime location or we improve our location and/or if we add square footage, but for the last couple of years, we have had probably double-digit gains in most cases, some even stronger and on occasion a little less. Ronald Bookbinder – Global Hunter: So, it is pretty strong ROI, can I take it then?

Correct. Ronald Bookbinder – Global Hunter: Okay, and the leases, how many leases do you have signed for the 21 new stores this year, and also how many lease renewals do you have coming up this year?

I don't know if all the 21 are signed, but we're pretty sure on 20 of them that they will be – that we will execute and continue. I will have to see. And the renewals, I mean we have a lot of renewals coming through all the time. This date right now, I couldn't tell you exactly where we are at on that, but – Ronald Bookbinder – Global Hunter: Is your typical lease around 5 years as 20% of your base being renewed every year?

Let's say the typical lease is 10 years, and we have some markets that are, maybe smaller markets or situations where we might be anywhere from month to month to one, two or three years. Ronald Bookbinder – Global Hunter: Okay, and looking at the tax rate for 2009, what do you estimate that would be?

At this point in time, we would anticipate it to be consistent with what we have been seeing. Ronald Bookbinder – Global Hunter: Okay, great. Okay both, thank you very much, and success in 2009.

Thank you, Ron.

Very good. Our next question comes from the line of Linda Tsai of MKM Partners. Please go ahead, your line is open. Linda Tsai – MKM Partners: Yes, hi. With regard to vendor and supplier negotiations, are you able to take advantage of your strong balance sheet in this environment, like for example, perhaps paying sooner and getting better discounts.

Well, we have great relationships with our key vendors, and what we found is that we normally negotiate the best terms upfront in such, because we have confidence in our teams in developing product and working with that. So, in most cases I mean as far as paying ahead, sometimes that is factored in ahead of time, we kind of work with each vendor on which is good for both in this situation. Linda Tsai – MKM Partners: But have you changed, has there been kind of a trend towards having more leverage with them. I know it is a working relationship, but if there –

I would say in pricing and comparing products out there that that is more competitive and people are anxious to have our business, and naturally we continue to have more vendors that would like to attract our business. So that is a plus. Linda Tsai – MKM Partners: Does this help your IMU [ph] at all in the upcoming year?

That is not something that is brand-new to what we're doing, and so there might be some help there, but a lot of what we do is not about the price of the item, it is about the item itself, and a lot of times if we better fabrics, better washes or details, then we're just trying to offer a lot of quality and value for what we retail it for, and try to work with that – that will get the right product out there to the guest. Linda Tsai – MKM Partners: To that point you have talked before about how a lot of your individual SKUs are unique, because you work with your vendors, have you increased the percentage of your kind of SKUs that are unique and that might also be accounting for some of the strong increases you are experiencing?

I would think that is true. I mean, a lot of products are special make-ups are unique product to us, and depending on the brand and even in the season, you know that can vary from time to time, but I would say that is true for the last few months. Linda Tsai – MKM Partners: Is there a way to quantify that increase?

Not really, I mean, you'll just be guessing and not going to take the work to figure it out, I guess. It will be difficult to figure it all out, you know, how much is – because almost everything gets changed to some degree. So it is just a matter of how much we changed, whether it be the fit, the pocket detail or the body styles of the items. Linda Tsai – MKM Partners: Right, and then just kind of technical question for Karen, was the marketing spend up in 2008, and then what are your plans for 2009, and is it going to flow the same from quarter-to-quarter in the prior year or you are going to shift anything around?

Well, Kyle I want you to join me on this question too, on the marketing, our online marketing did increase during the year. We didn't do as much print marketing, and just, you know, it can vary from season to season depending upon maybe what promotions are going on, but we found that our guests really like a lot of the marketing and sweep stakes that they are able to engage in from an online perspective. And Kyle, I don't know if you have more to add on that part.

The marketing expense increases is actually driven by an increase in sales. So, as a percentage of the sales online, and so you as we increase sales online, we need to do marketing increase there as well. Linda Tsai – MKM Partners: Is there a way to quantify the degree of marketing spend on either a percentage or dollar basis?

In the 10-K, we will try and quantify that for you on what the total marketing spend there. But will go ahead and make sure that we have the various components of that all pulled together. Linda Tsai – MKM Partners: Will the increases be similar to what you saw last year from a quarter-to-quarter basis?

I would guess so. I mean, the marketing is one thing that we can adjust a little bit to depending upon the sales in each season. And it is a little bit easier to adjust than some of the other categories. Linda Tsai – MKM Partners: Okay, thank you and good luck.

Thank you.

Very good. At this moment, we have no additional questions in queue. Please continue.

Okay.

Thanks for everyone calling in.

Thank you very much.

Are you ready to conclude?

And Pat, I think we are ready to conclude.

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