Bruce Smith - Chief Financial Officer David Alexander - President & Chief Executive Officer Beth Feher - Executive Vice President & Chief Merchandising Officer

Brian Tunick - JP Morgan Elizabeth Montgomery - Longbow Research Patrick McKeever - MKM Partners Robert Samuels - Oppenheimer Sean Naughton - Piper Jaffray Evren Kopelman - Wells Fargo Securities

Welcome to Citi Trends third quarter 2009 earnings conference call. During the presentation all participants will be in a listen-only mode. Afterwards we will conduct a question-and-answer session. (Operator Instructions) As a reminder this conference is being recorded Monday, November 23, 2009. I’d like now to turn the conference over to Mr. Bruce Smith, Chief Financial Officer with Citi Trends; please go ahead sir.

Thank you, Shawn. Good afternoon, everybody, and thank you for joining us today. Also on the call are David Alexander, President and Chief Executive Officer; and Beth Feher, Executive Vice President and Chief Merchandising Officer. Our third quarter earnings release was sent out at 4 pm Eastern Time today. If you’ve not received the release, it is available on our company website under the Investor Relations section at www.cititrends.com. You should be aware that the prepared remarks made during the call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and management may make additional forward-looking statements in response to your questions. These statements do not guarantee future performance; therefore, undue reliance should not be placed on them. We refer you to the company’s most recent report on Form 10-K filed with the Securities and Exchange Commission for a more detailed discussion of the factors that could cause actual results to differ materially from those described in any forward-looking statements. First I will provide you with some details related to the third quarter results as well as guidance for the fourth quarter and then David will discuss further the third quarter results and our business outlook after which we will address any questions you might have. Total sales in the third quarter increased 21.4% to $127 million including the 6.3% increase in comparable store sales. The improvement in comp store sales was comprised almost entirely of higher customer transaction account. At the average ticket was virtually the same within last year’s third quarter. By month, comparable store sales were up 1% in August, 15% in September, and 4% in October. Our merchandise category sales in the third quarter in comparable stores were as follows: accessories were 19% after being down 16% in 2008 third quarter. Men’s increase 7% compared to being 7% lower last year and women’s was 6% higher versus the 9% decrease in last year’s third quarter. Home sales were up 4% after being down 3% last year and the children’s department increased 4% on top of the 10% increase in the third quarter of 2008. Sales of nationally recognized urban brands represented 48% of total sales in the quarter, compared to 49% in 2008 third quarter. Now for the nine months year-to-date, branded sales were 46% of sales in both years. Year-to-date through the third quarter, total sales were up 11.8% to $382 million and comparable store sales were up 0.4%, driven by an increase in the average transaction of about 1%, partially offset by a slight decrease in customer transactions. Comp store sales of accessories have increased 7% during the first nine months. While home and children’s are both up 2% and, men’s and women’s are both down 1%. Gross margin in the quarter improved 37.4% from 36.9% in last year’s third quarter, driven by a 50 basis point reduction in inventory shrinkage, consistent with trends recognized in recent quarters due to several initiatives that we’re implemented to better control shrinkage. For the year-to-date gross margin was up 40 basis points to 38.6% from 38.2% in last year’s first three quarters, including 50 basis points improvement resulting from lower shrinkage. SG&A expenses continued to be tightly controlled in the quarter, increasing 15%, compared with the 17% increase in store selling square footage. Importantly, as a percent of sales SG&A expenses decreased 180 basis points, the 33% in the third quarter of 2009 from 34.8% last year, into the tight monitoring of expenses and leveraging effect on the expense percent from a 6.3% increase in comp store sales. For the nine months year-to-date, we were able to achieve a 40 basis points decrease in SG&A expenses as a percent of sales on relatively flat comp sales. SG&A expenses year-to-date have increased 10.5% while selling square footage on average throughout the nine months has been up 14.7%. In particular, store and distribution center payroll as well as corporate overhead have been well controlled all year loan. In the first three quarters of 2009, the combination of higher gross margin and lower expense percent is reflected in a 42% increase in operating profit on a total sales increase of 12%. The result is a 70 basis point improvement in the year-to-date operating margin. Interest income has continued to decrease due to the declining overall interest rate environment. In the third quarter, interest income was down by $700,000 and is $1.9 million lower for the first nine months of the year. The effect of income tax rate was 34.2% in the first nine months of 2009 and as higher than 2008 full year rate of 31.2% due to having less tax-free interest income this year. For the quarter we had net income of $6,06,000 or $0.04 per diluted share, versus a net loss of $6,87,000 or negative $0.05 per share last year. So the year-to-date net income is $8.5 million or $0.58 per share this year, versus $7.3 million, or $0.51 per share last year. In reviewing the balance sheet, inventories were up 17% from 2008 third quarter, consistent with the growth in selling square footage. Our cash and investments position has continued to improve increasing $20 million in the past 12 months to $75 million, demonstrating the strong cash generation in a high contribution margin of our store model. Looking forward to the rest of the year, we are currently estimating 2009 earnings per share in a range of $1.30 to $1.35. This estimate includes a comparable store sales increase assumption of 1% to 3% in the fourth quarter. In addition, the guidance reflects 15% growth in selling’s square footage for the full year and effective tax rate of approximately 34%. Now, I’ll turn the call over to David.

Thank you, Bruce and good afternoon everyone. Positive sales trends that began in August and were highlighted in our last conference call, continued throughout the third quarter, resulting in a strong 6.3% increase in comparable stores sales, while we clearly benefited when easier comp comparison in this quarter. We believe the sales improvement was also driven a tight inventory management, excellent product selection and solid execution at the store level. Some of the other significant achievements for the quarter included the completion of our 2009 real estate program, exceeding our plant for new stores, expansions and total square footage growth. Strong shrink control, for the year-to-date shrink results 50 basis points lower than last year. The completion of enhancements to allocation systems, which should results in further improvements to our inventory management capabilities. Solid leveraging of our SG&A with the stores, distribution centers, and corporate all showing improvement. Finally significantly lower store major turnover, and important contributor to our good sales, shrink and expense results. On the real estate front, in the third quarter we opened 22 new stores and also expanded five others. This month we’ve opened an additional 11 new stores and relocated one other. We now concluded our 2009 real estate activity with 49 new stores against the plan of 45 and 11 relocations or expansions versus a plan of four. Our square footage growth for 2009 slightly exceeded 15%, including the netting out of three close stores and will end the year with 403 stores in 24 states. For 2010 we plan to again target 15% square footage growth with approximately 55 new stores and 10 to 12 relocation or expansion. The two months left in the 2009 fiscal year we’ve already approved and slotted approximately 0.5 2010s openings, putting as well ahead of last year’s phase. During the quarter we continue to strength in our management team, with the addition of new Vice President of Supply Chain. : On the customer service front on Monday of this past week we begin a palette of our new Citi Trends gift card. Our plan is to test this in several markets through Christmas with the chain while rollout plan for 2010. As we shift our focus to the fourth quarter we are forecasting of comp increase of 1% to 3%. For the first three weeks of November our comps stand at a negative 1%. Almost all of this comp short fall has comp from slow sales of outer wear and other cold weather Adams. In fact excluding these categories our month-to-date comps equate to a positive 2%. Most of our markets have experienced a very warn November. In the few areas that we have seen cold snaps, our outer wear selection as been very well received, but we believed this business will come around. : However, we’re comparing to the third quarter of 2008, when comp store inventories were 15% lower in the same time the previous year. Overall we’re very pleased with the rebounding sales that we saw in the third quarter, while we would certainly like to see more robust economy and lower unemployment. We believe we are well positioned for a successful fourth quarter. We’ll now turn the call back to the operator and we’ll take your questions.

(Operator Instructions) Your first question comes from Brian Tunick - JP Morgan. Brian Tunick - JP Morgan: I guess first, that the D&A for the quarter came in a couple of million dollars higher than we are expecting, was there anything that happen in the quarter or should we continue to think that number could be over $20 million, $21 million for next year? Then from an inventory planning perspective, I mean this obviously you got a nice 50 base benefits on the shrink side, but was there anything else going on, on the gross margin line, whether it’s IMU or mix shift that we can expect to benefit you guys into next year?

Brian, on the question about depreciation really wasn’t anything that unusual during the quarter. It was slightly higher than what we have been seen early in the year, but that’s just growth related and as far as next year goes, the number will probably be somewhere around $20 million to $21 million. Then your other question regarding the gross margin components, now that really wasn’t a lot of bouncing around in the other components, the initial markup or deflate, shrinkage is what we called out markdowns were close to last year also. So it was really all shrink story. Brian Tunick - JP Morgan: Assuming, you hit your comp plans for the quarter, where do you expect inventories to end the quarter?

You’re talking about the fourth quarter now? Brian Tunick - JP Morgan: Yes.

I think what you saw in the third quarter is probably pretty consistent with what we would guide to in the future an increase that looks something like the square footage increase though 15% there about in total inventory, total flat comps, comp inventories.

Your next question comes from Elizabeth Montgomery - Longbow Research. Elizabeth Montgomery - Longbow Research: I guess my first question is on just outerwear as a classification in the fourth quarter. How large is that as a percentage of the whole?

We are looking that up right now. We would estimate its mid single digits. Elizabeth Montgomery - Longbow Research: Did I hear correctly that, if it weren’t for outerwear otherwise the comps would be up 2%?

Yes, they would be. Our outerwear sales were down about $30,000 million in outerwear. So the impact if we adjust for that it took us about 2% positive comp. Elizabeth Montgomery - Longbow Research: The California stores, are those opened already?

Yes, five that are open, we have one in open, two in Sacramento and two in Moreno Valley. We also in San Bernardino area and in terms of… Elizabeth Montgomery - Longbow Research: I know it’s early, but any thoughts on there so far?

Yes, we have three that we are seeing good results that we’re pleased with. We had two that were not as pleased with from a sales standpoint. Our intention is kind of watch things through Christmas and then we’ll make decisions about additional openings next year in California. We certainly haven’t see thing that would prevent us some continued to open California, but we have seen some differences in markets between again three stores were very pleased, two were not as please with.

Your next question comes from Patrick McKeever - MKM Partners. Patrick McKeever - MKM Partners: A question on just the month-to-month trends in sales and you had mentioned on the last conference call in late August that comps, I think at that point in time we’re tracking up for the month of August by 3% or 4% and then you said just a few minutes ago that August same store sales increased and I think you said 1% and then September was up 15% and then October was up I think 4%. So I’m just trying to get some sense of the volatile month-to-month trend. I was wondering if you could just add a little color on what happen in late August to bring comps down a bit from where they were trending when you have the conference call, I know we have the shift of the Labor Day Holiday in September, that would just…?

That was part of the biggest impact, Patrick, with the shift in Labor Day Holiday. In fact with three or four days left in the month of August, we were above the 5% comp. We had fairly dramatic shift in Labor Day and effect of that was it our customer got paid by the bit later and therefore they didn’t have money out at the end of the month of August. So if I look at August and September, the August comps really understated because of the calendar shift. September comps are really overstated for that same reason. If you look at the trends on week-by-week basis, August really comp to more like a 5% most relate to the month, September comp simply less than mid teens most of the month, but there was a benefit into September and definite to August relate to the Labor Day shift. Patrick McKeever - MKM Partners: Then last call you talked about the high unemployment rates for African-American teens and then I mean I get they’re not direct competitors, but other apparel retailers lets say, has talked about how the high teen on employment hearting their business more recently. I guess from question is, one of thoughts on just the general economic situation for you c core customer. The high unemployment rate for African-American teens and the high unemployment for African-American consumers in general?

The callout that we made on African-American teens is really summer specific, obviously that all a lot of African-American teenagers who are an employee that have hedge out in the past. The really effect we felt where the teenage kids were most high school and college age and specifically look for summer jobs and with almost 40% unemployment among African-American teenage this summer. We felt that really affected our summer sales. We certainly are affected by unemployment, but the rates are kind of what that they’ve been all year and we’ve produced in most quarters fairly good numbers this year. So, we certainly would like to see the economy turnaround. We would certainly like to see lower unemployment, but we’ve been managing through that fairly well with the exception of some of the issues we had during the summer. Patrick McKeever - MKM Partners: Then just my last question, A.J. Wright going into Atlanta, like in the summer, does that have any impact on your business, or have you seen any impact on stores where you’re close to, A.J. Wright in that market in particular?

I would describe Atlanta, sort of like any market where we’re established and the new competitor comes in a big way with a number of new stores. When that happens, we do have an effect on sales for a period of time. In the case of Atlanta, they opened a number of new stores and they opened them relatively close to our stores and we were pretty established in that market. So we’ve seen some effect. I can tell you that generally, we compete very well with A.J. Wright. In fact, when A.J. Wright is in the right same center with us, we actually view it as a positive, because it creates more traffic from an apparel standpoint to the center, but again on a new market for them, we know a lot new stores. We saw some impact, historically, that’s a limited time type issue and historically we do just fine against them or any other competitor, as long as we execute our business properly.

Your next question comes from Robert Samuels - Oppenheimer. Robert Samuels - Oppenheimer: I’m just curious, why wouldn’t gross margin this quarter be better than they were with the 6% comp that you guys did?

You’re talking about the third quarter gross margins? Robert Samuels - Oppenheimer: Yes, the third quarter.

We have said consistently that our gross margin is going to be right around 38%. If you look back overtime, that’s always been the case. We would even say that that’s our expectation going forward and we were real close to that during this quarter. There was really nothing unusual in the way of markdowns, shrinkage we mentioned was much better and the other components really didn’t impact us.

Yes, the other comment I would make you, so you would expect to see leverage in SG&A. We saw a pretty substantial leverage. We had 180 basis points of leverage during the quarter. Robert Samuels - Oppenheimer: Then when we think about the next year, especially the first quarter when you face a pretty difficult compare, how should we just think about both expenses and I guess margin?

I would say with expenses, what you would generally expect to see is growth somewhere along the lines of the square footage growth we have historically said that, if we get a comp store sale increase somewhere around 2.5% to 3% that we start to, we at least breakeven on leverage and maybe even start to get a little bit of leverage. This year, we’ve done a lot better than that and part of that, we’ve really pointed out in second quarter was that, we knew, we would have difficult quarter and we really held the expenses the best we could, we’ve been doing that all year long. Our expense growth has been less than our square footage growth. So I think that’s a pretty good barometer to goby. I think on a gross margin side, something in that 38%, maybe even as high as 38.5% range is a reasonable expectation.

Your next question comes from Sean Naughton - Piper Jaffray. Sean Naughton - Piper Jaffray: First, maybe just start with some category dynamics you had mentioned I think on the last call that, you were a little bit late in a key category I miss in dresses. Was there anything that is starting in terms of fashion that you’re seeing, but this is resonating well with this customer right now?

I’ll give you a quick comment about dresses and then I’ll let Beth talk about fashion trends what we’re seeing. As we mentioned, dresses have not historically been as significant category for us, but we saw significant interest on the part of our consumers last summer in dresses and as a result as we have planned out spring/summer of 2010, we’ve expanded fashion dresses, junior dresses and also we call junior plus the more fashion look dresses for plus customers. So we’ve expanded those from a 190 stores to the entire chain and we have planned to have a much broader selection of dresses for next spring/summer. Now, that dresses are not a big fall trends. So, let me turn that over to Beth, to talk about what trends we’re seeing right now.

We are actually excited about the fashion trends that we’re seeing in the categories that are important to us here at Citi Trends. The most significant is denim, which gave us double digit increases in the third quarter and is critical to our success in the fourth quarter. On the key driver, there is the skinny leg in ladies and the new treatments and finishes like destructed crinkles or baked creased look. Outerwear, which we talked about has been slow in November due to the unseasonally warm weather, during a brief cold snap we did get in October, we saw excellent outerwear business in ladies, men’s and kids and therefore we do feel confident that we’ll see weather gets cool again, that we’ll see nice increases there. We also like the continued momentum that we have seen in the jewelry area, handbags, and ladies accessories and feel this will continue into the fourth quarter. Sean Naughton - Piper Jaffray: Then maybe a couple of margin question here, first of all on the SG&A side you guys have obviously been doing a nice job on, getting some leverage on the comp and then also tightly managing expenses to corporate. Can you talk about any other benefits that you are receiving, what you’re doing within the warehouse management system and then what sort of additional leverage we could still see here on the distribution center?

As you aware in 2008, the company expanded the size of the Burlington distribution center. We double the size of it. Came back in 2009, in April we installed the new warehouse management software package. We also installed put to light technology starting for our stores. We have consistently beaten both plans in last year in terms of our productivity in our DCs this year. We’re continuing to look at ways to refine and improve those processes. As I mention, in September hired to new Vice President of Supply Chain. This focus will be continued improve process in a current DCs as well as the opening of a new DC, which will be in the southwest, which we would envision coming late this year or early next year. So I think we still got plenty of room to continue improve DC processes and as a background of doing that, so view that as area that we continue to get better. Sean Naughton - Piper Jaffray: Then on the gross margin front, fright didn’t see much as you look it was a big deal in Q3, but obviously we’re lapping some significant benefits that you may have had last hearing Q4. How do we think about the offset potentially between better shrink and, potentially negative to the gross margin on freight expense in the fourth quarter?

I don’t think we’re looking for a negative impact in the fourth quarter. I guess one thing I have to remember about our freight cost is that, it is not very biggest percentage of sales. So even when its fights one where the other we are talking about 20 basis point increase or decrease for something that’s unusual. So I don’t think you have to look at as going up against some kind of difficult number in the fourth quarter. Sean Naughton - Piper Jaffray: Then lastly on the Q4 comp guidance, obviously sounds like you guys are running down about 1% now looking for a little bit have been improvement as we move through the quarter. Anything in terms of tax holiday shift that maybe happening from January to February this year similar to what happened in 2009?

We believe we will have anniversaried that, obviously dollar as last year delayed E filing as a result, people like H&R Block and Jackson-Hewitt later with advances on income tax. We think that’s again has already occur. This year will be identical to last year, but we don’t view that’s an issue this year. I would tell you, as we are down 1% month-to-date, again adjusting for outerwear that becomes a positive 2% and also call out that the last weeks prior to Christmas, we do more sales than we do the entire month of November. So, November isn’t necessarily that predictive of the entire quarter.

Your next question comes from Evren Kopelman - Wells Fargo Securities. Evren Kopelman - Wells Fargo Securities: Question on the outerwear, I guess if the weather continue this way and the trends continue, when you start responding, how are you feeling about the inventories in outerwear? Should we be concerned about gross margin pressure from possibly marking down the outerwear inventory?

We are actually well positioned right now in our outerwear inventories. As we saw the first couple of weeks of November starting to backup, we also worked to getting our inventories back inline from those sales that we thought we were going to miss. As a result we will didn’t exit at the end of January, clean or cleaner than we did last year.

I would add, Evren, from a temperature standpoint, we monitor temperatures in a number of different markets across the country to get a blended average for our chain. Last week for example, the average high in our markets was 11 degrees warmer than a year ago. The average low was 13 degrees warmer than a year ago. Our market saw some very warm weather and the week before was pretty similar and we believe that will change hopefully as early as this weekend. So we’re certainly not giving up an outerwear. In October, we had a few days of fairly cold weather and saw very good response to our outerwear selection, that we believe that’s can end up being a good positive for us, not a negative. Evren Kopelman - Wells Fargo Securities: Then on the October comp, I guess it looks like it’s a deceleration from the September trend, even if you exclude the Labor Day shift? I guess what categories maybe slowdown versus September?

There’s a lot of moment, lot of that I’ll believe the September was relatively easy comparison for us. If you remember last year, fuel prices were very, very high in September and throughout the south, particularly the last half of September, there were fuel shortages post hurricane there were fuel shortages across the south. So we were up against some fairly easy numbers in September, so obviously that’s probably a lot of why you see that difference between September and October, plus Labor Day benefit that we saw in September.

Your final question comes from Elizabeth Montgomery - Longbow Research. Elizabeth Montgomery - Longbow Research: So my follow-ups are, Beth have you seen any or do you expect to see any impacts from the CIT issues with some of your smaller vendors?

No, we see no impact from CIT. Elizabeth Montgomery - Longbow Research: David, in terms of the shrink rate, which I guess it, was 1% around there this quarter. Do you think that the kind of bad economy in high unemployment is helping to keep that on a control in terms of reducing the Store Manager turnover and you have like strategies in place to deal that should fingers crossed everything start to improve going forward?

I think that’s a big reason for our shrink. I do think lower turnover is and we’re very, very pleased with where manager turnover is today. There are three or four initiatives that we’ve implemented in the last year, so we think you’re big dividends in our shrink numbers. One, 43 of our stores, we put in a 24/7 monitoring system, 15 cameras per store, two-way voice communication, allow two way voice communication, where our employees are interacting with remote operators, in those stores, we have seen significant reductions of shrink. In addition, as you mentioned, we’ve benefited from lower turnover. Thirdly, we restructured the focus of our L.P. People to put more attention on higher risk stores, we’ve done several different things and we’ve had lower inventory, which we also think been a very big deal. So, with all those things we think, we’ve done some significant things that have driven down shrink and we think that is relatively sustainable. We don’t know that we’re going to be able to sustain that one or a one-one, but I would simply say, one-one to one-three range for shrink is realistic going forward. Elizabeth Montgomery - Longbow Research: Bruce just one follow-up for you in terms of SG&A per square foot in Q4, keeping in mind the occupancy is in the SG&A if I correct?

That’s correct. Elizabeth Montgomery - Longbow Research: So should on a 1% to 3% comp, we should anticipate that would be up maybe low single digits versus the prior year it’s been kind of down, the first part of the year and then flat in Q3?

Yes, I think it would look a lot like third quarter. I think you’d expect an increase somewhere around the lines of 15% in line with the square footage growth. Elizabeth Montgomery - Longbow Research: It seems like the tax rate went down a little bit too just in terms of guidance for the year, is there any…?

We’ve been running at 34.2% all year long, so I think earlier we may have sit 34% to 35% and now as we get close to the end of the year, we were able to refine that and so it is going to be right around 34%.

Mr. Alexander, there are no further questions at this time. I’ll now turn the call back to you, please continue with the presentation or closing remarks.

Thank you operator. Thank, you everyone for attending. We hope you have a wonderful thanksgiving. Good bye.

Ladies and gentlemen, that does conclude today’s conference call. We thank you for your participation and ask please disconnect your lines.