Hal Pennington - Chairman and Chief Executive Officer Bob Dennis - President and Chief Operating Officer Jim Gulmi - Chief Financial Officer

John Shanley – Susquehanna Financial Scott Krasik – C.L. King Stephanie Wissink – Piper Jaffray Jill Caruthers – Johnson Rice Heather Boksen – Sidoti & Company Mitch Kummetz – Robert Baird Brad Cragin – Goldman Sachs Steven Martin – Slater Capital Management Adam Comora – Entrust Capital

Good day everyone and welcome to the Genesco Fourth Quarter Year End Fiscal Year 2008 Conference Call. (Operator Instructions) At this time, for opening remarks and introductions I’d like to turn the call over Mr. Hal Pennington, Chairman and Chief Executive Officer of Genesco.

Good morning and thank you for joining us for our Fourth Quarter Fiscal 2008 Conference Call. Participating with me on the call today are Bob Dennis our President and Chief Operating Officer, Jim Gulmi our Chief Financial Officer. As always, we will make some forward looking statements in this call that reflect our expectations as of today but actual results could be materially different. We refer you to our earnings release and to our recent SEC filings including the 10-K for Fiscal Year 2007 and the Third Quarter 10-Q for some of the factors that could cause differences from our expectations. For those listening to the replay of this call on the internet some of these factors can be read on the opening screen. To begin let me address the settlement of our litigation with the Finish Line and UBS. As you know, last week just before the solvency trial in the southern district of New York was to begin we reached an agreement to settle all the litigation related to the merger for a cash payment of $175 million and a 12% equity stake in the Finish Line. The value of the entire package will be taxable to Genesco so we expect to net about $95 to $100 million in cash in the transaction. The settlement agreement requires Finish Line to register the stock with the SEC and to list it on NASDAQ which will make it fully tradable. It also requires us to distribute the stock to shareholders once it is registered and listed. A record date for that dividend will be set promptly on completion of the registration process. I thought it might be helpful to give some insight into our analysis of the settlement and why we think it was the best available alternative for the…

Before discussing results let me emphasize that our operating teams, a very experienced group of merchants and field management let by Jim Estepa, Jon Caplan and Ken Kocher are all anxious to continue building their businesses absent the distractions of last year. We are fortunate not to have had significant losses of people as a result of the litigation. Now to our results. Overall our fourth quarter reflected a challenging economic and market environment as evidenced by the results that many retailers have reported for the holiday season. Comp store sales for the company were down 5% in Q4 compared to a 1% increase last year. Total sales were $467 million down 2% from last year and earnings from operations were $28.6 million including $8.8 million of merger related and restructuring expenses. Looking ahead, we expect the consumer environment to remain challenging but we also believe we have some specific opportunities in several of our businesses as an offset during the year which I will call out as we review each segment. Also, we scaled back our store opening plans this year originally due to the Finish Line deal to a level we think is appropriate given the challenging environment. Now I will briefly review each segment. Comps for the Journeys group were down 7% for the quarter with the Journeys stores also down 7% compared to a 6% increase last fourth quarter. The combination of a tough retail environment, the lack of a fashion driver in footwear and the continued effect of Heelys over distribution affected Journeys group during the quarter. Year over year Heelys revenue was off $13.5 million and gross profit was off $8.8 million in the fourth quarter. However, by the quarters end we had right sized the Heelys inventory and taken reserves that should allow…

It’s obvious that our performance in the second half of last year reflected general economic conditions and the lack of must have products in the footwear market. While we are expecting a continuation of these trends in the first half of this year as Bob points out we do have a comparison playing in our favor in some of our businesses even in the first half. Even while we plan prudently for this year we are focused on opportunities to make process improvements that we believe will have multi year benefits for us. To offer just one potentially significant example, as Bob has mentioned, and as Jim will discuss in more detail, we are planning to reduce our face of store openings across the board for this year only. We will take advantage of this brief breathing space to analyze our store opening process focusing first on how we build and picture stores. We believe that a more systematic approach to these processes can yield potentially significant long term savings and capital expenditures. We would also be able to be much more selective and much stronger on negotiations for new space this year given our temporary lower demand. By turning external challenges into internal opportunities in this way we believe we will be able to emerge from this cycle stronger and better prepared to resume and sustain the face of growth we are accustomed to. Now I’ll ask Jim to discuss the financial results for the quarter and our outlook for the year.

I will now run through the P&L for the quarter starting at the top. Fourth quarter sales declined 2% to $467 million compared to $477 million last year. Comp store sales decreased 5% in total. We estimate the extra week in last years final quarter added about $25 million in sales. Without the extra week last year sales would have increased about 3%. Journeys group sales decreased 3% to $227 million and comps were down 7% for the quarter. Adjusting for the extra week, sales would have been up 2%. Hat World group sales rose 5% to $122 million. Adjusting for the extra week sales rose 10%. Comp sales for the quarter declined 4%. The Underground Station group sales were down 13% to $43 million. Adjusting for the extra week sales declined 7%. Comps were down 5% for the quarter. Johnston and Murphy group sales decreased 4% to $54 million. The Johnston and Murphy wholesale sales were down for the quarter but up about 4% for the full year. Adjusting for the extra week, total Johnston and Murphy sales for the quarter increased about 2%. Comps sales for the Johnston and Murphy shops declined 1% and factory stores were down 2%. Licensed brand sales increased 3% to $21 million on top of a 51% increase last year. Adjusting for the extra week, sales increased by 7% in the quarter. Now turning to gross margin, total gross margin for Genesco was 48.8% compared to 49.2% last year. The gross margin decrease reflected generally conserved posture on year end inventory reserves due to the sales weakness in the fourth quarter. Journeys group gross margins for the quarter were down due primarily to heavier mark down reserves. Underground Station group’s gross margin was down about 60 basis points which was due primarily to…

After all the distractions in the past 13 months it feels good to be able to focus exclusively on the business once again. I hope that you can also tell that we are excited about the opportunities ahead of us. Despite an uncertain economic environment we are confident of our position and our plans and we look forward to reengaging with our investors. As I’ve already mentioned we are excited about the change to sharpen up some of our key processes. If we are right about that we should see tangible benefits from this work in future years. We also know from experience that strong companies like ours emerge from these periods of uncertainty even stronger and better positioned as competitors leave the field. We are prudent in our near term plans and outlook but we are bullish as ever on Genesco’s long term haul. With that let’s open it up for questions.

(Operator Instructions) We’ll go first to John Shanley with Susquehanna Financial. John Shanley – Susquehanna Financial: Jim, the 15% increase in inventory, can you give us an idea of what components of the business that inventory is heavily concentrated in and how much of it may be dated inventory versus current season goods?

The increase is primarily in Journeys and Hat World. I’ll start with Hat World, from the standpoint of dated the fashion risk there is not as great as it might be in some of the other businesses and Bob might want to talk about that some in a minute. We feel definitely there is value; there is no risk from the standpoint of obsolescence or fashion. In the case of Journeys we looked at the Journeys inventory very closely at year end and we feel very comfortable that what we have on hand that we will be able to sell in the first half of the year without taking any meaningful mark downs we think we’ve got the inventory valued properly and we don’t feel like we have much inventory risk going forward because we’ve looked at it, we feel we can sell it though in the first half and we’ve been pretty conservative we think in our year end inventory reserves.

On Hat World what we have done is right size the fashion Major League Baseball, the Hip Hop inspired inventory and that is not bigger than we want it to be. It is much more in stock hats and as you know we can manage our inventories down on stock hats with just receipts.

Another point is that you also have to remember that our square footage is up 11%. I know sales and inventories are the key metric here but also we’ve got more stores, more square footage and we obviously need more inventory in those stores or they look empty. Some of that is square footage growth but we do have more inventory than we need but we do believe we can right size in the first half of the year. John Shanley – Susquehanna Financial: Can you comment on whether or not the company has set up any reserves for any pending litigation coming up down the road? Are there any special provisions that you’ve made for litigation expenses?

No we haven’t. We will have to address that when it happens. There is not reserve that is set up for it. John Shanley – Susquehanna Financial: The last question I have is on Underground Station. You are down to 192 stores, you are going to close another 28 or so this year. Why not just shut that division down rather than have a slow bleed like you have been doing the last couple years?

We still believe in the promise of Underground Station. As we said on the call the most recent results have been very encouraging. This is a very different business today than what it was just a year ago in terms of the commitment to the women’s side of the business, the corresponding reduction and our exposure on the men’s side, kid’s is planning an important role there. We’ve modeled it out and we believe that it’s a better outcome to stick with the plan we’ve got. Needless to say if this plan doesn’t pan out we will take another look at it. We’ve been committed to this strategy and we knew it was going to take a little time for it to take hold and right now we really like what we are seeing. John Shanley – Susquehanna Financial: Is the division making you money?

It didn’t make money last year. Jim can give you the numbers. We expect it to make really good progress this year and to be making money next year. The issue with these kinds of businesses is you can’t shut these things down for nothing and when you look at the over under on it we think the strategy we’ve got is viable and so it’s much better to stick with it.

We’ll go next to Scott Krasik with C.L. King. Scott Krasik – C.L. King: Thanks for the first quarter guidance. I wanted to dig a little further, second quarter last year you were essentially break even. Are you thinking you are going to make money in the second quarter this year?

I’ll answer that in a minute but we really aren’t giving guidance going forward but we do obviously believe we are going to make money in the second quarter. Scott Krasik – C.L. King: Hal, maybe talk a little bit about Journeys, I know the last time you reported the third quarter the Heelys ASP was $62 a pair. I’m sure that came down a lot in the fourth quarter. Maybe talk about where that sits now and maybe some of the other brands, what your expectations are.

On Heelys, as Bob pointed out, we have right sized that inventory down to a price that is acceptable in the market, which obviously is lower than it was at the time. We feel pretty good about that. Where we are, we are well positioned with that, we are still selling Heelys, albeit we are not selling as many as we were nor at the prices we were. As far as the other brands there hasn’t been a great deal of movement in pricing at this point. Bob pointed out one of our major boot brands had some down turn this past fourth quarter than affected us. I think pricing with the exception of Heelys is relatively stable. Scott Krasik – C.L. King: So your back half, assuming positive comps, are you expecting ASP increases in the back half of the year, or is it units?

At this point it’s a little early to tell on that. Remember on the back half is when we get out from under the Heelys umbrella of the higher prices for the first half. It’s going to be mix as much as anything. There’s not a great deal of movement there but we are feeling more positive about that back half as you always know the back half is our stronger part of the year. Scott Krasik – C.L. King: How to the Journeys guys feel, obviously PacSun getting out is a big positive for you but at the same time the family footwear channel seems to be a bigger player and skate with access to brands. How do you balance those things?

If you look at the breadth and the depth of the brands that Journeys has and the newness they are really first to market with whatever comes. We still believe that Journeys is the destination shop for the teen and especially for skate footwear. Some of the family chains, if you will, may have some of it. It may not be as fresh or the most recent releases. We are still confident about Journeys position and feel very strongly as they do.

We go next to Stephanie Wissink with Piper Jaffray. Stephanie Wissink – Piper Jaffray: I can sense there is a sense of relief to have this past you. A couple of questions, first can you talk about inventory, I know the question was already asked but are you getting increased support from your vendors particularly at Journeys and then any initiatives in systems or IT that will enable you to tighten your working inventory levels going forward?

In terms of the system support, the management of the inventories is just a matter of managing sales and buying to your sales plan and then reacting. What happens, as you can be aware, in the fourth quarter it all happens so very quickly over Christmas that if you are missing your sales plan you run the risk of being a little bit heavy and then you have to right size it. I don’t think that our systems, in terms of managing the inventory are in any way a real problem. We know what we need to do; our merchants are very tuned in to sell throughs. I think they are really on top of that so I’m not looking for a systems solution in that space. In terms of vendors working with us, most of our vendors do recognize the importance of Journeys in their retail strategy. They generally work with us as needed. Stephanie Wissink – Piper Jaffray: My second question is on your level of confidence in your comp guidance should the environment remain challenging through the year. Is it easier compares or are there merchandise initiatives that you are seeing down the road that give you that increased confidence?

You have to almost go by banner. Hat World, as you know, is going to get a lot of help in the beginning of the year because they were depleted in the on field hat. They also spent a lot of the year trying to right size that hip hop inventory and therefore took some hits there in terms of the pricing that they went through to right size it. In the case of Journeys the big event they’ve got is Heelys and so we had committed, it was going to be our number one vendor in terms of dollar commitment for the back half of the year. That turned out to be a problem for us. As we look forward we have the opportunity to take a significant chunk of our inventory commitment that was not productive last year and it will be productive this year. We think that eases up the comparison. On Underground Station where we are most bullish in terms of the comps that are definitely tied to last years comps. Underground was in the negative 20% in the first three quarters of last year because we were off the Nike strategy, we were only testing the women’s strategy and working our way into re-fixturing the stores and this is the point at which we can make the full blown commitment to the strategy and we think that’s going to make an enormous difference.

(Operator Instructions) Up next is Jill Caruthers with Johnson Rice. Jill Caruthers – Johnson Rice: Could you take the valuation you did on Heelys and how big of an impact that was and as you relate it to the Crocs brand I know that’s been an important brand in the Journeys division, how important is that and is there a risk if the Crocs brand does stay, does it have the impact like Heelys has in the back half of ’07?

First of all, Crocs continues to be a solid brand for us. They certainly are widely distributed but our commitment and our exposure to Crocs is very different from what it is to Heelys in terms of magnitude. We bet on Heelys and a percent to sale basis we are a lot less dependent on Crocs. We really don’t have that same kind of exposure. Jill Caruthers – Johnson Rice: Any way to can quantify that percentage of cost in your mix?

No, I don’t think we are going to call that, what percent we are doing in Crocs.

Remember that we have no brand that’s higher than single digit share within Journeys. While Heelys was certainly a tremendous impact it was done in such a short period of time it had a strong negative impact. Our other brands have been more tempered than that as their ebb and flow. Jill Caruthers – Johnson Rice: To reiterate, I know you touched on it earlier in the call, given all these uncertainties over the past few months with the pending merger and what not. Could you talk about your merchant teams, particularly in the Journeys division if that was held in tact and your feelings there?

We are delighted and feel very fortunate that our teams are largely kept in place. Certainly on the operations side, meaning the people that work within our divisions, very lucky to have virtually no disruption there. We lost a few key people in more of our support infrastructure and so we are going to have to do a small amount of rebuilding there. It’s nothing that causes us to lose any momentum and we feel very fortunate in that way.

Up next is Heather Boksen with Sidoti & Company. Heather Boksen – Sidoti & Company: A quick housekeeping question, can you tell us how much of the $0.81 in charges in the fourth quarter was store closure costs and how much was the merger and the litigation costs?

In the first quarter? Heather Boksen – Sidoti & Company: In the fourth.

The restructuring costs were about $3.7 million in the fourth quarter and the merger related costs were about $15 million. Heather Boksen – Sidoti & Company: With respect to Heelys did I hear you correctly when you said in the prepared remarks that you took the appropriate right downs for it in the fourth quarter. Going forward, even though it’s going to be a comp issue in the first half it won’t really be a margin one?

That’s correct.

We’ll go next to Mitch Kummetz – Robert Baird. Mitch Kummetz – Robert Baird: Just something to get a little more color on the comps. For the fourth quarter you mentioned Journeys negative 7% comps, Heelys was a drag on the top line at $13.5 million. How does that translate in terms of the comp. What was the comp on Journeys in Q4 excluding Heelys?

I don’t think we’ve calculated that.

I think it’s a pretty easy calculation. I think Bob called out $13 million impact on the fourth quarter. Just take that off the sales and you can get a pretty good sense for it. Mitch Kummetz – Robert Baird: Obviously the expectation of the Heelys was a drag on the first half and then that eases up in the back half of fiscal ’09. It wouldn’t be this big of drag because usually Q4 is a better quarter than Q1 or Q2. In terms of its comp impact do you expect a similar comp impact in the first half of ’09 from Heelys as you saw in the fourth quarter ’08?

I’d have to go back and look at it by quarter; we haven’t quantified it that way.

The first quarter is bigger than the second quarter. We began to see it in mid second quarter and it eased off in July. It was really heavy in the first quarter and it began to ease off in the second quarter so it wasn’t as great in the second quarter as it was in the first quarter. Mitch Kummetz – Robert Baird: On Underground you mentioned that you saw improvement in the comp performance of that business over the course of the fourth quarter. Were you at a positive comp in January, even if you could speak to February seeing how that the comp trend has improved beyond just the fourth quarter? Are you at a positive comp yet on a monthly basis in that business?

We aren’t going to disclose what’s going on in the current quarter. We saw nice improvement throughout the fourth quarter, it gave us a lot of confidence that we are trending in the right direction. The customer is recognizing what the store is all about now. We aren’t going to give any numbers beyond what we just provided. It’s gone from the third to the fourth quarter in Underground we saw a nice improvement right there going from 18% down to 4% or 5%. We saw a big improvement, all along last year, as we were talking about the new strategy we said that we’d begin to see some impact of that in the fourth quarter because that’s when the Nike comparisons began to drop off in a material way. Plus, some of the new product was going to hit the stores. We did see a nice improvement in the fourth quarter and now we just need to continue that momentum. Mitch Kummetz – Robert Baird: What are some of the merchandize trends that you are seeing at retail right now? We transitioned into the spring season, although its obviously early has it flip flopped, what’s going on in Journeys and Underground right now on the merchandise side, what’s working?

It’s too early to tell at this point, there’s nothing that, as I mentioned, there is nothing that is a must have and new emerging on the market to take the market by storm. At the same time, you are moving into what is an earlier Easter. We will see how that works out. I would say there has not been any big shift in this whole merchandising strategy at this point. Mitch Kummetz – Robert Baird: I have a couple housekeeping items for Jim. Obviously not assuming any share repurchase in your guidance. What kind of share count tax rate interest expense is embedded in that ’09 outlook?

Tax rate, when I gave the guidance I excluded many, many things but if you look at the pure tax rate on the ongoing business, probably around 39.8%. Interest expense will, all these numbers do not take into consideration the settlement. Based on where we were we obviously started the year with higher debt level, $69 million versus $23 million in the previous year. Based on that you can get some sense for what interest expense will be for the whole year. Mitch Kummetz – Robert Baird: What was the pro-forma tax rate in the fourth quarter? I haven’t calculated that yet.

Backing out everything, all the stuff that I talked about it was about 40.2%. It was a very high rate from a GAAP standpoint as you notice because the merger related costs were not deductible 70% or so. If you talk about pure rate it was about 40.2%.

We’ll go next to Brad Cragin with Goldman Sachs. Brad Cragin – Goldman Sachs: With respect to your store growth as you think about potentially ramping up the following year. Can you talk about what you need to see to be able to pursue that? Do you have to see the improvement in comps in the second half to commit to that?

The biggest driver of that will be the economic environment that we are in. We will be looking to see how that plays out. We will have the time during the back half of the year to plan for the following year. Certainly the comps are going to reflect what’s in the market place. Its probably a broader question than that.

The other thing to keep in mind we are still opening stores and we constantly do a look back and make sure we are comfortable with how the new stores are performing. It will be a little based on what we see in terms of the newer store we put out there. That all gets decided on banner by banner basis, we won’t really be making a company decision; we’ll do it by brand. Brad Cragin – Goldman Sachs: With respect to some of the process review that you alluded to, will you be looking at some of the formats for new stores at all? I’m trying to get a sense, I don’t want to misinterpret that, does that have any implications for the long term store potentials for each of your concepts that you have talked about in the past?

We’re not really referencing any big changes in the format of the stores. What we’ve done is we’ve a look back at our construction costs and we’ve looked at the growth of the cost per square foot and a lot of our concepts and its made us see that there’s an opportunity there to bring that down a bit. We’ve had a lot of pressure to get our store open on time and that sometimes becomes a trade off with some of the decisions you make. We’ve recognized that if we buckle down on the construction process just by executing better, some design elements might be in this. Things that would probably not be visible to the customer that we can find ways to bring the cost of our stores down. Brad Cragin – Goldman Sachs: No change in any view on your store potentials?

No, the store format is still the same. We are, as you probably know, ambitious to do a bigger footprint on Journeys which we’ve been doing recently than we had in the past because of the volumes and ditto for Johnston and Murphy. We’ll continue to pursue those slightly larger stores. No different from what we’ve been doing in the past year.

We’ll go next to Steven Martin with Slater Capital Management. Steven Martin – Slater Capital Management: As everyone else has commented, it sounds like you are much relieved over the situation.

We are looking forward to the future and executing those strategies, closing the chapter on this particular episode and looking ahead. Steven Martin – Slater Capital Management: Just a couple of follow ups. In malls where you’ve closed Underground Station what impact have you seen on the Journeys store in that mall?

We’d have to go back and look at it but a large number of those Underground stores, most of them don’t have Journeys, I think its most of them. In some instances we’ve seen an opportunity, we’ve closed Underground and our deal with the landlord is to open a Journeys in some instances in that space. If you are going to say, is there an additional benefit to closing Underground by seeing a pick up in Journeys we are not expecting that. The SKU overlap between Underground and Journeys is very small so you really don’t expect to close one store and get a big pick up in the other. Steven Martin – Slater Capital Management: In terms of corporate overhead staffing restructuring one of the comments you made during the trial was that you lost a number of people who were fearful of not having a job under the newer company. What are you going to do about replacing that and right sizing your corporate staff?

With reference to that we lost a few key people in the support areas as Bob had mentioned earlier, a couple in our tax area, a couple in finance. We will be looking for replacements for those. These we will be careful about because we want to have the best that we can find out there. There is no wholesale restructuring going on. Steven Martin – Slater Capital Management: Back to somebody’s question on the Heelys impact on Journeys. If Heelys was down $13.5 million for the fourth quarter and Journeys last year was $235 million wouldn’t the simplistic answer be that it was roughly 6% of the comp decline? Or am I not doing the math correctly?

That’s roughly right. That’s the way to think about it.

We’ll go next to Adam Comora with Entrust Capital. Adam Comora – Entrust Capital: A quick question on the PacSun exiting, where are we in that process? Have you seen them exit footwear and what kind of overlap do you have with their stores? Bob Dennis Our overlap is tremendous, the overlap between Journeys and PacSun in malls. Not only are we in the same malls but we typically co-locate. We across the hall or next door in many cases. We are not privy to exactly how they are going about the liquidation and we only know what they’ve said publicly so you can pick up what we’ve picked up. Thus far we haven’t seen anything that’s been any very aggressive liquidation that’s affected us much. Adam Comora – Entrust Capital: What other color can you give us on Shi, are there any metrics. What can you tell us about why you are pleased and when you said you were moving up average price points there is that higher priced private label stuff or are you moving more branded, any other color you could give us around Shi, maybe how the new store openings when?

At Shi what we see is an opportunity to do a layer of better shoes. Its going to be both branded and our own brands both in that space. The average price for Shi this year was about $40 it was in the high $30’s in the first half of the year, the low $40’s in the back half of the year which is when the boot business picks up. Our guys recognize that there was a customer coming in who would have an appetite for an even higher priced shoe and we were walking that opportunity. We are going to be able to go out there with another layer of shoes. Overall the business, we like what we see, the customer love this concept. As you know the women’s business has been difficult so we are weighing that in as we observe the results and project out what we think the potential is for it. We are still pretty excited.

At this time I would like to turn the conference back over to Mr. Pennington for any closing or additional remarks.

Thank you all for joining us this morning. We look forward to seeing you along the way, seeing more of you and we’ll be talking with you. Take care, have a good day.

That does conclude today’s conference, we appreciate your participation your may disconnect at this time.