Thomas G. Vellios - Co-Founder, President and CEO Kenneth R. Bull - CFO, Secretary and Treasurer Farah Soi - ICR

Dan Binder - Jefferies & Company John Heinbockel - Guggenheim Securities Paul Trussell - Deutsche Bank Meredith Adler - Barclays Capital Michael Lasser - UBS Securities John Zolidis - Buckingham Research Group Matthew Nemer - Wells Fargo Securities Christian Buss- Credit Suisse Eric Cohen - BB&T Capital Markets

Good day and welcome to the Five Below Fourth Quarter and Fiscal Year 2012 Earnings Conference Call. Today’s conference is being recorded. At this time, I would like to turn the conference over to Farah Soi of ICR. You may begin.

Thank you, operator. Good afternoon everyone and thanks for joining us today for Five Below’s fourth quarter and fiscal year 2012 financial results conference call. On today’s call are Tom Vellios, Co-Founder, President, and Chief Executive Officer and Ken Bull, Chief Financial Officer, Secretary and Treasurer. After management has made their formal remarks, we will open the call to questions. I need to remind you that certain comments made during this call may constitute forward-looking statements and are made pursuant to and within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995 as amended. Such forward-looking statements are subject to both known and unknown risks and uncertainties that could cause actual results to differ materially from such statements. Those risks and uncertainties are described in the press release, Five Below’s prospectus filed with the SEC, and the most recent quarterly report on Form 10-Q. The forward-looking statements made today are as of the date of this call and we do not undertake any obligation to update our forward-looking statements. Finally, we may refer to certain adjusted or non-GAAP financial measures on this call. A reconciliation schedule showing the GAAP versus non-GAAP financial measures is available in our press release issued today. If you do not have a copy of today’s press release, you may obtain one by visiting the Investor Relations page of our website at fivebelow.com. I will now turn the call over to Five Below’s Co-Founder, President and Chief Executive Officer, Tom Vellios. Thomas G. Vellios: Thank you, Farah and thanks to everyone for joining us for year-end earnings call. Today I will begin by discussing the highlights of our fourth quarter and fiscal year 2012 results and we'll then discuss our plans for 2013. Ken will then review our financial results in more detail, after which I'll provide some closing remarks before we open-up the call for your questions. We are very pleased with our fourth quarter results, particularly given the tough start to the quarter caused by the storm and its aftermath. Our fourth quarter sales of $174 million came in slightly ahead of our updated guidance provided on January the 15th, with comps of 4.4% and adjusted EPS of $0.39. After a difficult start to the quarter, we saw business rebound nicely in December as our merchandise offering and value proposition resonated with our customers who once again look to us as a destination for their holiday gift getting needs. The strong performance was broad based across many of our worlds and included favorable customer responses to our media, candy, seasonal, craft, and sports categories. This strong sales performance help drive a 35% increase in fourth-quarter adjusted operating income and a 32% increase in adjusted net income. For the full fiscal year 2012, we grew our sales by 41%. We increased our store account to 244 at year-end from 192 stores at the end of 2011. And we delivered a comparable store sales increase of 7% on a 52 week basis. With respect to our performance – to the performance of our new stores, which as you know, are the key growth driver for our business. We are very pleased with the performance of the class of 2012 (indiscernible) which came on the heels of a very strong performance from our class of 2011. As we have mentioned before, our new store model calls for first year sales of $1.5 million to $1.6 million range and profitability that drives a payback period of less than one-year on our store investment. So far our class of 2012 is on track to exceed this model and it is noteworthy that this performance was delivered by store openings in both new and existing markets. : The brand resonates with new and existing customers alike and we are as excited as ever about our growth potential. The strong new store performance combined with a 7% full-year comp drove annual adjusted operating income growth of 50% and adjusted net income growth of 36%. As part of our growth strategy, we continue to make investments in our infrastructure to ensure that we’re strengthening the foundation of our Company to support our planned expansion. In 2012, we spent $23 million in CapEx. The majority of which went to as new store build out, investments in existing stores, our second DC, as well as investments in systems and IT infrastructure. We also continue to invest in people as we had talent throughout the organization to support our go forward growth plans. Our team is doing an outstanding job as evidenced by our consistent results, and we will continue to allocate resources for talent acquisition as well as retention. To update you on our new DC, the build out of our Olive Branch facility is complete and we expect to be operational in May of this year. When this facility is fully ramped and in combination with our existing distribution center in Delaware, we believe it will have the capacity to support approximately 600 stores. This is a big step for the organization and our planning, allocation and replenishment teams are hard at work to ensure a smooth transition. : Once again, in 2013 our expansion plans include both new and existing markets and while the majority of our openings will occur within existing markets as we continue to develop intensification strategy, we're very excited to be entering success this year. The first store is a plan for the Dallas and Austin metropolitan areas and the Texas market we will provide a large build out potential, strong customer demographics, and a favorable economic climate. You’ve heard us speak about the clustering approach, that we take when we enter a new market. This enables us to drive brand awareness and realize operating and marketing efficiencies. For fiscal 2013, we will cluster our openings in Dallas and Austin markets, which will result in a heavier concentration of openings in the back half of the year. We will also continue to drive performance at our existing stores by focusing on delivering the freshness, and the value that our customers have come to expect from us. We entered the first quarter of fiscal 2013 well-positioned from an inventory perspective. Our spring sets are complete and we feel great about our products offering as we head into the spring and summer months. And as always, we continue to reinvest in the business in order to provide high-quality, trend right merchandise for our target teen and pre-teen customers, all priced at $1 to $5 and deliver it in a fun and unique shopping environment. As we discussed before, our long-term plans call for an annual unit growth of 20% and annual net income growth of 25% to 30%. And we will continue to invest in infrastructure to support the plan growth while maintaining our cost-control disciplines. With that, I will now turn the call over to Ken, to go over our financial results and outlook in more detail. Kenneth R. Bull: Thanks, Tom, and good afternoon, everyone. I will begin my remarks with a review of our fourth quarter and fiscal year results, and then discuss our outlook for fiscal 2013. Our sales in the fourth quarter of 2012, which was a 14 week quarter, were a $173.6 million, up 38% from the $125.8 million we reported in the fourth quarter of 2011, which was a 13 week quarter. On a comparable 13 week basis, sales for the fourth quarter of fiscal 2012 increased 34%. We ended the year with 244 stores, an increase of 52 stores or 27% versus the 192 stores at the end of 2011. As Tom mentioned, we continue to be very pleased with the performance of our new stores with the class of 2012 on track to exceed our new store model expectations. Comparable store sales for the fourth quarter increased by 4.4% on a 13 week basis as compared to 12.1% increase in the fourth quarter of last year. This comp increase was driven primarily by an increase in the number of transactions. Gross profit increased 37% in the fourth quarter to $71.1 million from the $51.9 million reported in the fourth quarter of fiscal 2011. And gross margin decreased by 26 basis points to 41% driven by higher distribution expense, which included expenses related to our new distribution center in Olive Branch, Mississippi. As a percentage of sales, SG&A for the fourth quarter of fiscal 2012, decreased to 21.9% from 25.2% reported in the fourth quarter of fiscal 2011, due primarily to a decrease in Founders' transaction expense of $4.8 million, offsetting part by $1 million of cost incurred in connection with our recently completed secondary offering. Excluding these items, SG&A was $35.6 million in the fourth quarter of 2012 or 20.5% of sales as compared to $25.5 million or 20.3% of sales for the fourth quarter of last year. The increase in adjusted SG&A as a percentage of sales of 20 basis points was due primarily to public company costs not incurred in the fourth quarter of 2011. GAAP operating income was $33 million for the fourth quarter of 2012. On an adjusted basis, operating income was $35.6 million, an increase of 35% from adjusted operating income in the fourth quarter of 2011. As a percentage of sales, adjusted operating margin was 20.5% compared to 21% for the same period last year. This year-over-year decrease in adjusted operating margin was driven primarily by public company costs not incurred in 2011 and expenses related to our new distribution center. Our effective tax rate for the fourth quarter of 2012 was 41.2% compared to 38.3% in the fourth quarter of 2011. Our fourth quarter 2012 effective tax rate was negatively impacted by permanent book to tax differences relating to the fees paid for our secondary offering. Before I discuss net income, I want to point out that for both the quarter and full-year periods, I'll referring to adjusted net income that excludes the impact of the Founders' transaction and costs associated with our secondary offering. When I refer to EPS, it is EPS based on adjusted net income using an adjusted diluted weighted average shares calculation for the period. The adjusted diluted weighted average shares outstanding assumes among other things the IPO transaction and the conversion of our preferred stock took place at the beginning of each respective period. That's eliminating the lack of comparability due to transactions taking place towards the end of the second quarter of 2012. A reconciliation of GAAP net income and net income per share to these adjusted numbers on an adjusted weighted share basis can be found in the financial tables included in our earnings press release issued today. As a result of the factors I just described, adjusted net income for the fourth quarter of 2012 was $21.4 million or $0.39 per share. Based on $54.4 million adjusted diluted weighted average common shares outstanding as compared to $61.1 million or $0.31 per share based on $51.6 million adjusted diluted weighted average common shares outstanding in the fourth quarter of last year. This represents a 32% increase in adjusted net income over the fourth quarter of 2011. For fiscal 2012, which was a 53 week year as compared to a 52 week here in 2011, total net sales increased by 41% to $418.8 million or 39% on a comparable 52 week basis. We opened 52 new stores and comparable store sales increased 7.1% on a 52 week basis as compared to a 7.9% comp store sales increase in fiscal 2011. GAAP operating income was $37.7 million. Excluding the impact of the Founders’ transaction and costs associated with our secondary offering, adjusted operating income increased by 49.7% to $49.5 million. And adjusted operating margin increased 70 basis points to 11.8% from a 11.1% in 2011. Adjusted net income increased by 36% to $27.4 million or $0.51 per share. Based on $54.2 million adjusted diluted weighted average common shares outstanding versus $20.1 million and adjusted net income were $0.39 per share based on $51.6 million adjusted diluted weighted average common shares outstanding in fiscal 2011. We ended the year with $56.1 million in cash and cash equivalents on our balance sheet, $34.5 million in outstanding term loan borrowings and full availability under our $20 million revolver facility. Inventory at year-end was $60.8 million as compared to $38.8 million at the end of 2011. As Tom noted, we feel good about our year-end inventory position, ending total inventory on a per store basis, increased approximately 23% year-over-year. This growth was attributed to the timing of shipments of imported spring merchandise due to the earlier Easter holiday. Increased opportunistic buys, which we hold at our DC and we will flow to our stores throughout fiscal 2013 and the earlier post holiday resets that Tom mentioned. Now I would like to turn to our outlook. For the first quarter ending May 4, 2013, net sales are expected to be between $92 million and $94 million, assuming a 4% comparable store sales increase and the opening of approximately 8 net new stores. GAAP earnings per share is expected to be $0.00 to $0.01 and adjusted earnings per share is expected to be $0.02 to $0.03. In the first quarter of fiscal 2013, we will incur cost that were not incurred in the first quarter of 2012, that will cost our planned operating margin to deleverage by approximately 220 basis points. These incremental costs are related to our new distribution center, public company expenses, and a planned shift in the marketing calendar when compared to first quarter 2012. I want to note that there are a handful of openings, planned very early in Q2 that could move into the very end of Q1, in which case you could see up to an additional seven stores reflected in our ending store camp for Q1, which would not be expected to be materially impact our revenue or earnings for the first quarter. For the full fiscal year 2013 sales are expected to be in the range of $516 million to $521 million with a comparable store sales increase of 4%. We expect to open 60 net new stores in 2013, with more than half of these coming in the second half of the year, including our entry in to Texas, which is planned for the back half of 2013, in order to achieve our objective of clustered openings as Tom discussed earlier. As a result, we expect to end fiscal 2013, with a store count of 304 as compared to our 2012 ending store comp of 244. Our sales outlook for 2013 compares to net sales of $418.8 million for fiscal 2012 representing a growth rate range of 23% to 24%. GAAP net income is expected to be in the range of $30.3 million to $31.8 million, with GAAP diluted earnings per share of $0.56 to $0.59. Adjusted net income is expected to be in the range of $34 million to $35.5 million or 24% to 29% increase over fiscal 2012, with adjusted earnings per share expected to be $0.62 to $0.65. For all other details related to our first quarter and full-year 2013 guidance, please refer to our earnings press release. In fiscal 2013 as we establish and to ramp up our new facility in Olive Branch, Mississippi, distribution and freight inexpenses are expected to delever approximately 50 basis points for the full-year, with more significant deleverage expected in the first half of the year versus the second half. For the first two quarters of 2013, we will also have the impact of public company costs and SG&A of approximately $500,000 per quarter, which we did not have in the first two quarters of fiscal 2012. With respect to CapEx, we plan to spend approximately $26 million in capital expenditures in fiscal 2013. The majority of this will be for the build out of our new stores and we will also invest in existing stores and our second DC and in IT infrastructure upgrade and new systems. With that, I would like to turn the call back over to Tom, to provide some closing comments before we open it up to questions. Thomas G. Vellios: Thanks, Ken. Q4 capped another outstanding year for Five Below. And I could not be more proud of the job; the entire team has done to deliver the results that we reported to you today. Now there is plenty of news around headwinds that consumers are facing so far in 2013. Headwinds that we’re not completely immune to, however, we have performed well in challenging times as evidenced by our consistent positive comps since 2006, that we achieved in very economic conditions. We believe we are well positioned to continue to execute on our commitment, to deliver consistent freshness and value to our core customers, with trend-right products have great values, all in a differentiated and fun shopping experience. And we plan to accomplish this while maintaining a disciplined approach to managing expenses and allocating capital. Thank you for your ongoing support to our Company. And with that, I will turn the call over to the operator to start the Q&A session.

Thank you. (Operator Instructions) And we will go to Dan Binder with Jefferies. Dan Binder - Jefferies & Company: Hi. Good afternoon. Thomas G. Vellios: Good afternoon. Dan Binder - Jefferies & Company: Congratulations on a great quarter. With regard to the consumer product [preference], that you mentioned, I was just curious if, we are well into the quarter now if – you can give us some color on how you are tracking relative to that 4% plan? Thomas G. Vellios: Well, I think – thanks I will take that. We definitely are quite a bit into the plan. And I think as I mentioned, certainly particularly as we look at that end of January into early February no question about it as lot of the retailers saw it was a bit of a challenging year, retail climate and sales climate. The guidance that we put forth today while Easter is still a few days away, we feel is indicative of those headwinds that we saw early on in the quarter and what we believe to be our best estimate for the Q1 results. Daniel Binder - Jefferies & Company: And just as a follow-up, a lot of retailers have also noted that things have bounced back somewhat, normalized if you will kind of as you move through February and into March I was curious did you see that same sort of trend? Thomas G. Vellios: I think we feel good today with where we are in the forecast that we put forth. We still have a lot of business to do it in this week as we head into Easter. But we feel good with our estimate, and I think that’s all that I think we’d say at this point. Daniel Binder - Jefferies & Company: Okay, great. Thank you.

And we’ll go to our next question from John Heinbockel with Guggenheim Securities. John Heinbockel - Guggenheim Securities: So, just a couple of things. Tom, if you think about the class of ’13 store openings, how would you compare that to ’12 in terms of type of location, the configuration, population density; do you think ’13 could perform better than ’12? Thomas G. Vellios: Well, John, yeah I need to pause for a second, if you don’t mind. And I'll tell you, I would answer it this way. First of all, I think as a company we would not feel apologetic if we fill the ton of stores that all wind up doing the 1.5 to 1.6 per unit. We love that model. We think that model drives outstanding results, four-wall contribution that’s fabulous, payback in less than a year, and we could build that amazing chain with terrific results for the company and for shareholders on that level. We’ve consistently done quite well recently. Obviously we went into 2012, John we had the same question around the class of ’12 when the year started coming off a very strong year being 2011. We feel good about the markets, both existing and we certainly feel good about Texas, and I’m sure you may know, that’s a big market. A ton of potential for us in store account, to sit and to really try and figure out what class of ’13 comes versus’12. All I will tell you is, with that class of stores and the relationship about done we feel good about the class in total, and we really look forward to ’13 being hopefully another terrific year for us both from new and existing stores. John Heinbockel - Guggenheim Securities: Sort of as a follow-up to that on real estate; how many stores do you think in the current fleet you’d like to relocate that might have been not prototypical, and where is that as a priority versus new locations -- brand new locations? Thomas G. Vellios: Great question. As you may recall, John I don’t know if it was discussed in past but let me just maybe reiterate it. The early innovation of store’s that we referred to as classic stores, and that’s a class roughly of about close to 40 stores, Ken? Kenneth R. Bull: Yeah. Thomas G. Vellios: Roughly about 40 stores; all of which by the way make money. So, none of the stores lose money. We would like to move those stores as we are able to, to a full size. To do that, I would expand where they are. If we’re able to as the opportunity of space comes about or we move the store. And we have and we’ll continue to do a hand full each year, I’d say it will be in the low single-digit, maybe we’ll do some in the five plus this year depending on obviously what happens to the availability of real estate. But our focus to move those so called classic stores into prototypical size is something that we’re on and we continue to do as the opportunity comes about. That’s probably the only part of our business that I think we’d like to right size. The rest of the stores we feel good about. John Heinbockel - Guggenheim Securities: Okay. Thank you.

We’ll go to our next question from Paul Trussell with Deutsche Bank. Paul Trussell - Deutsche Bank: Hi, good afternoon. I just wanted to follow-up on gross margins. Certainly we had the impact of the ramp of the distribution center. If you can just go over the puts and takes of some of the other factor, supply chain, merchandized margins that impacted 4Q, and how should we think about those various items into ’13? Thank you. Kenneth R. Bull: Yeah, Paul for the fourth quarter really the in driver there I think we spoke about it was the impact in gross margins of the new distribution center down in Mississippi. That was really the key driver of the activity there. The other pieces in gross margin were relatively stable and flat. And I think as Tom, had mentioned in his script, as we look out to the future, particularly with merchandized margin I think we spoke about this before. We would see that basically being flat in a longer term perspective as we continue to reinvest in new product as we generate some leverage on scale. So, go forward we do expect the March margins to remain relatively consistent and then at that 4% comp guidance that we’ve provided overall gross margin should remain relatively flat. The one thing I’ll mention now, again I think I spoke about it in the script, in 2013 we will see 50 basis points of de-leveraging that will be coming off of those distribution expense in freight-in related to the second distribution center that would impact gross margin. Paul Trussell - Deutsche Bank: Understood. And similarly on the expense side you’ve said in the past also that on the 4% comp there wouldn’t be much leverage from SG&A. Was there anything to the extent that you’re able to produce a comp above that level. Are there any items that we should be aware of that will prevent leverage from that standpoint like we saw in the first three quarters of the year? Kenneth R. Bull: You’re referring to Q4 or to 2013? Paul Trussell - Deutsche Bank: No, just as we look to 2013. We should be able to see a leverage in SG&A, above (indiscernible). Kenneth R. Bull: Right, well there is – yes, I think we mentioned the, we have the impact of the public company costs which in 2012 we had for two quarters primarily the third and fourth quarter, and now we’ll have them in Q1 and Q2 that are not anniversarying. So we have that impact on a full-year basis which will have a slight drag on SG&A. Paul Trussell - Deutsche Bank: Thank you.

And we’ll go to Meredith Adler with Barclays. Meredith Adler - Barclays Capital: Hi, thanks for taking my question. Can we go back to the cost of the distribution center? I’m afraid I don’t remember whether 50 basis points of de-leveraging was what you had originally expected, I mean, I thought that 220 in the first quarter sounded like a big number, but that may have been how you always expected it or is there any difference? Kenneth R. Bull: No. On an overall basis that’s where really we were expecting it, 50 basis points of de-lever for the full-year. And I think we had mentioned that, that’s going to be a little bit higher in the first half and maybe first three quarters of the year as basis points versus the fourth quarter as we bring that distribution center online. So we are seeing that heavier impact in Q1 higher than the average of the 50 basis points for the full-year. Meredith Adler - Barclays Capital: Okay. So, it’ll be a lot lower in the fourth quarter? Kenneth R. Bull: Correct. Meredith Adler - Barclays Capital: And then, I guess, I would like to talk a little bit about sales and sales guidance. You have a history of beating your 4% guidance and I think the exception was this last quarter because of the storm, but I’m wondering, I wasn’t quite exactly sure what you were saying about sort of the headwinds you’ve be facing because of the consumers so far in the first quarter. Are we saying that, it's going to look more like the fourth quarter actual or is there still a chance that and I know you don’t want to have all of Easter yet and obviously Easter is important, but how should we think about that? Thomas G. Vellios: I think the way we should think about it is, I wouldn’t try and say; how is this versus fourth quarter. One months end, we’re in the middle of the second month. Easter is ahead of us still as we get into this week. I think as I mentioned earlier it's fair to say that some of the challenges that other retailers saw in the late part – latter part of January into February we were not immune to. So, I think when you look at our performance to-date what we’ve done is look at performance to-date and we believe it will be the balance of the quarter and we came up what we believe to be a best estimate of where we see the quarter coming in at 4%. But the only part of the month and like January I think was definitely impacted for us as well. Meredith Adler - Barclays Capital: A final question just about real estate; are you seeing any changes in terms of the availability or cost of real estate. Obviously some of your markets are new, but is there a difference in and Texas doesn’t have any zoning, so it's probably not that expensive, but is there anything either by region or just over time that has changed? Thomas G. Vellios: Yeah, I think and as my partner David mentioned, I think at maybe a couple of calls ago. Back in ’09 when there was just so much real estate maybe we saw there was a point in time back then when maybe real estate was a little, pricing of real estate was maybe a bit wide than Vegas stores which were very consistent sort of rate as well as availability as we look at the last couple of years and into ’13. We actually feel really good about availability. Not only are we becoming somewhat of a favorite tenant of sorts towards developers, but there’s still a lot of downsizing going on, there’s plenty of space. As we look at our 2013 class, and even further ahead into ’14 we really don’t see any issues on availability or anything that we’ve seen in rate that would cause an alarm. As I mentioned earlier we’re already working on the class of ’14. Meredith Adler - Barclays Capital: Right. Thank you. Thomas G. Vellios: You’re welcome.

And we’ll now go to Michael Lasser with UBS. Michael Lasser - UBS Securities: Good afternoon and thanks a lot for taking my question. You called out categories that performed well during the quarter. Was there a wide distribution in the performance by category? Thomas G. Vellios: I mean, in our categories you don’t try to put something out there, for all of you, I think when you look at the categories in total, the one thing that we’ve always been consistent with, we always had categories that performed well and some that don’t and it’s that shift from category to category and within the eight world that really has it we believe has given us a diversity and it's given us a flexibility that draw them – has continued the drive the results that we see on our sales. What we tried this hard I think maybe some of the categories that had maybe a bit higher with sort of outside the normal band of performance would give you a bit of a color of where some of our customers opted to shop as we went into the all important Q4 which is such a big quarter for us, so really it was just a way for us to give you a bit more color on some of the sort of better, higher performing categories. Michael Lasser - UBS Securities: This sort of performance was pretty consistent across some standouts, is that fair to say? Thomas G. Vellios: I think it's fair to say that there was nothing in Q4 that was unusually different than the balance of the year, yes. Michael Lasser - UBS Securities: Got it. And are you seeing any friends develop? Any prospects of unique and differentiated hot merchandise for 2013 we’ve – you’ve seen those in the business before and is there anything like that on the horizon? Thomas G. Vellios: Part of our customer who loves to shop in our stores often, there’s always the so-called mini trends that we make reference to. Time will tell maybe a little bit early, I think you heard us before that duct tape last year was something that worked well, by the way it continues to do well for us. There maybe licenses that windup doing quite well for us. So, it could be one direction which is music group. Nothing to-date that we would see as material, but nothing that we see in the business that would give us any concern. Again, other than – but it's – I would leave it at that at this point. Michael Lasser - UBS Securities: Tom, you’re showing your colors as a one direction [stand]. I was to ask one for Ken, on the occupancy side was there any unique within the quarters so you didn’t leverage occupancy expenses on a 4.4% comp? Kenneth R. Bull: Yeah, nothing Michael, nothing unique there in Q4 on the occupancy side. As I said I mean, we didn’t really see a lot of movement in the other categories within cost of good sold aside from the impact of the new distribution center. Michael Lasser - UBS Securities: Okay. Thank you very much and best of luck for the year. Thomas G. Vellios: Thank you. Kenneth R. Bull: Thank you.

Next we go to John Zolidis with Buckingham Research. John Zolidis - Buckingham Research Group: Hi, good afternoon. Can you hear me? Thomas G. Vellios: Yes. John Zolidis - Buckingham Research Group: Hi, great. Congratulations on a good start to your existence as a public company. Just a follow-up question on occupancy cost question. We’re looking at about an 8% increase in sales per square foot including I believe the extra week in Q4. So, it would seem a bit strange that you don’t get occupancy leverage on that kind of a sales increase; I was wondering if you could talk about that a little bit more. And then in related to that for the Texas market, is that a higher or a lower occupancy cost market and then I have one follow-up. Thanks. Kenneth R. Bull: Yeah, let me do that -- I’ll do the Texas first. Again we haven’t seen anything different in Texas versus what we’ve experienced in seeing two other new markets in new regions, and I think Tom, mentioned that too. With regard to the occupancy -- for the full-year yes we did see some occupancy leverage there on the 7% comp. My comment was more towards the fourth quarter number there, so on the full-year yes we did see leverage. Thomas G. Vellios: And John ,I’m not sure was it to Ken’s comment or was it to mine earlier on the real estate question because my comment and response is more to that we’ve not seen any big increases on real estate. John Zolidis - Buckingham Research Group: Okay. I mean, it would sound like there was some increase in the fourth quarter to offset the strong sales growth. My second question is on seasonality. With the cold weather especially around Easter, do you view your business as being negatively impacted by the current weather trends or is it pretty much I mean into those? Thanks. Thomas G. Vellios: I don’t think you can see in the, so in the retail business and would not be affected one way or the other when you wake up and there is snow outside. We are not immune to it. When we have weather r and we get impacted our stores feel it at times when some of that come back, but adverse weather does affect us. Did that answer the question? John Zolidis - Buckingham Research Group: Yeah.

We’ll go to our next question from Matt Nemer with Wells Fargo Securities. Matthew Nemer - Wells Fargo Securities: Good afternoon, everyone. My first question is sort of a follow-up to the last one, which is have you seen the mix of your business change with this colder weather? And are you able to put inventory back to vendors if it turns out that we don't need quite as much sort of spring-oriented merchandise and then does the early Easter impact you at all, the calendar shift year-over-year? Thomas G. Vellios: I think that with regard to spring merchandise and the weather definitely it's early for us to be in a position – to be making a decision or thinking about a decision to put merchandise back to the vendors. We do have quite a bit obviously of our inventory that’s still to come, so we have some flexibility to adjust if we feel necessary as we move forward into next month and beyond. The Easter shift of -- I think we’ll see how business behaves after Easter, but it's not a big impact in our business on a pre-post. Easter is a good business for us. It's good part and a meaningful part of Q1 business, but the shift itself we’ve not seen an impact, a material impact in the business sort of post Easter or pre in the past. Matthew Nemer - Wells Fargo Securities: Okay. And then secondly if we look at the pressure on gross margin from the DC, does -- do you expect that Q1 and Q2 will have a similar amount of pressure or does it sort of step down through the year? How should we think about that? Kenneth R. Bull: Yeah, for the really, Matt, for the first three quarters that drag is going to be about the same relatively in a pretty tight range and then drop significantly in Q4 to get you to that 50 basis points for the full-year. Matthew Nemer - Wells Fargo Securities: Okay, that’s very helpful. And then lastly, you mentioned some planned market shifts in Q1 and I’m just wondering if you could elaborate on that a little bit? Kenneth R. Bull: Yeah, I think you asked the question about the early Easter, and if you remember back in the first quarter 2012, we did – we had less spend back in that quarter again the first quarter 2012, so we’re back on a cadence in the first quarter of 2013 that’s pretty standard for us and then also if you consider that, that earlier Easter. So, you’ll see a drag in Q1 due to that additional marketing spend year-over-year. Thomas G. Vellios: And really what that means is, one decision we made years ago that we’re saying is, we use FY as an example to – as a touch point for our customers for them to be able to see sort of a newest season coming on. When Easter falls this early, we feel it's important for us to really create a touch point somewhere between sort of middle of March and later in the year when we would naturally do the next sort of event. So what we do when Easter falls this year we would typically add an event into April to sort of highlight in the showcase some of are Spring, summer offerings as a preview to the customer and really that’s sort of where this shift in advertising on a year-end year is. Matthew Nemer - Wells Fargo Securities: Got it. Okay, that’s very helpful. Good luck this year. Thomas G. Vellios: By the way I should mention, marketing spend for the year that’s where the shift will be consistent. So this is not incremental to the year, it's just a shift.

And we’ll go to our next question from Christian Buss with Credit Suisse. Christian Buss- Credit Suisse: Yeah, hi. Could you talk a bit about the distribution center ramp? Are you pleased with the progress you’re making there. And then if you could also and a related question, talk a bit about your planning for headcount additions in the new regions that you’re going into. How are you planning for that? How comfortable are you with your ability to attract talent there? Thomas G. Vellios: I’ll talk some on DC first and then I’ll speak to talent. I think we, the facility would feel really good about. It's a big task though, and we have a lot of work ahead. I feel that we have the team in place to get it done and I think we’ll go through it. And by the time we’re done with the year I think the facility will really be humming. Building the facility was the easy part. Implementing a warehouse management system which at times maybe challenging, for us that’s already done because we already it in place in our existing facility for years, so it made a lot easier to transition. And hiring for the facility has actually been quite easy. We were able to transfer management talent from our existing facility to operate that new facility. They already recruited all the key positions, so now it's a matter of really just filling up the DC with inventory. So we feel really good about our distribution center. With regard to talent for the field which obviously is what we spent a lot of time on and given the growth and given the number of stores that we put out it's all about the talent in the field. We’ve actually named a new regional position, an individual that’s been promoted within the organization. So both of regional managers at this point are internal promotes, and he will be moving out to that market to oversee the Texas and surrounding markets. So, I think we have a good plan in place and where we’re today we feel really good about our ability to execute this year. Christian Buss- Credit Suisse: That’s helpful. And then can I also ask you about comps by vintage of store. You talked in the past fairly openly about the strong performance across vintage. Did that persist in the fourth quarter? Kenneth R. Bull: Actually yeah in Q4 we did see that again. The one variability we saw and we spoke about it I think on the last call between that was the – has related to the storm, so those areas that were impacted by the storm we saw some variability versus the ones that were not. Christian Buss- Credit Suisse: Okay, great. Thank you very much and best of luck. Kenneth R. Bull: Thanks, Christian.

And our next question is from Eric Cohen with BB&T Capital Markets. Eric Cohen - BB&T Capital Markets: Great, thanks a lot. How much did Hurricane Sandy impact the comps and earnings? Kenneth R. Bull: Good morning, Eric. Yeah, we had discussed that I think on the earlier, on our Q3 call. We didn’t get into any details about that, but suffice it to say obviously was a drag early on in November that we had experienced. Thomas G. Vellios: But we really haven’t quantified it. Eric Cohen - BB&T Capital Markets: Okay. Can you just then talk about the store performance on sort of a more regional basis? Kenneth R. Bull: For the fourth quarter? Eric Cohen - BB&T Capital Markets: Yes. Kenneth R. Bull: Yeah I think related to the fourth quarter again, on a full-year basis regionally and by vintage our performance was in a pretty consistent range. We did see again some variability in Q4 for those regions that were in the storm impacted areas, but that really was just in the Q4 period. Eric Cohen - BB&T Capital Markets: Okay, great. That’s all I had, sir. Thanks a lot and good luck. Thomas G. Vellios: Thanks. Kenneth R. Bull: Thanks, Eric.

And at this time there are no further questions. This will conclude today’s conference. Thank you all for your participation.