[ex992tommyacqpres31510002001.gif]  *  [ex992tommyacqpres31510002002.gif]  *  [ex992tommyacqpres31510002003.gif]  *  •Good morning and welcome to our call to discuss the exciting news we announced this morning that Phillips-Van Heusen and Tommy Hilfiger are combining to create one of the world’s largest and most profitable apparel companies.  •As Pam mentioned, with me this morning is Fred Gehring, Chief Executive Officer of Tommy, who will serve as CEO of PVH’s international operations and will be responsible for the Tommy brand worldwide.  Also with us is Michael Shaffer, PVH’s Executive Vice President & Chief Financial Officer.  [ex992tommyacqpres31510002004.gif]  *  •Many of you will have seen our press release this morning and the details on the transaction summary slide.  •Let me make a few key points: This transaction is on a cash free/debt free basis at an 8.1x multiple based on estimated FY 2010 Tommy Hilfiger EBITDA and a 7.4x multiple including expected annual cost synergies.  •The combined entity will generate over $4.8 billion in revenue and $755 million of EBITDA on a 2010 estimated full year pro forma basis.  •Creates substantial value for our stockholders and is immediately accretive to EPS on a non-GAAP basis.  •Apax & Tommy management will collectively own 13% of PVH on fully diluted basis.  LNK and MSD will collectively own 6% of PVH on fully diluted basis  •Fred Gehring, Tommy’s CEO will continue in that role and will assume the added responsibility as CEO of PVH’s international operations and manage the Tommy brand globally.  Fred has also agreed to join the PVH Board.  We have entered into management retention arrangements with Tommy’s senior management team and we welcome them to the PVH family.  [ex992tommyacqpres31510002005.gif]  *  •The Tommy Hilfger acquisition meets our acquisition criteria: an outstanding, highly profitable brand with a strong international operating platform, which is immediately accretive to earnings, and focused on international growth.  •Brings together two highly complementary companies with iconic brands.  Compelling combination will generate strong sales growth, high operating margins and substantial free cash flow which will enable us to rapidly reduce debt and maintain a solid credit profile while continuing to grow the respective brands and businesses within our broader portfolio.  •The transaction accretion for this deal, excluding 2010 one-time costs and transaction expenses is immediate: $0.20 to $0.25 on a non-GAAP basis in FY ending January 30, 2011 (partial-year basis) $0.75 to $1.00 in FY ending January 29, 2012  The Tommy acquisition accelerates PVH’s international presence and growth prospects and will build on the core strengths of each company.  At the same time, it will provide increased resources to grow our respective brands and businesses.  Calvin Klein and Tommy Hilfiger both also rank among the world’s top designer brands with approximately $5.8 billion and approximately $4.5 billion in global retail sales respectively.  Add that to Tommy’s prominent European presence, and you can begin to see the size and potential we are talking about.  [ex992tommyacqpres31510002006.gif]  *  •The combined company’s portfolio will reflect an attractive balance of international and domestic operations, with Tommy Hilfiger’s established international platform in Europe and Asia strategically complementing PVH’s strong North American presence.  •Greater breadth and depth in product categories and price points as well as an unwavering commitment to innovation and quality.  •Approximately 60 percent of our revenue will be based in the U.S. with the remaining 40 percent coming from outside of the country. Approximately 45 percent of our business will be wholesale, 45 percent retail and 10 percent will be from licensing.  •Additionally, we will be able to provide our customers with greater breadth and depth in product categories and price points as the combination of Calvin Klein and Tommy Hilfiger will be able to provide styles and options for nearly every wardrobe.  •We are also extremely excited about the addition of Tommy’s exceptionally strong and experienced management team.  Fred started the Tommy Hilfiger business in Europe in 1996 and has been running the Tommy Hilfiger brand globally since 2006.  He brings with him a wealth of talent and expertise.  We have had many discussions over the past few months and it is apparent that both PVH and Tommy are culturally complementary organizations with a shared management vision.  •We fully expect to maintain Tommy’s team and culture as we did in our acquisition of Calvin Klein, meaning all of Tommy’s existing design, marketing and other customer and consumer-facing operations will remain in place.  Importantly, employees of both companies will benefit from enhanced opportunities as part of a stronger and more globally diversified industry leader.  [ex992tommyacqpres31510002007.gif]  *  •Fred and I have been speaking for an extended period on how both companies could take advantage of this unique opportunity.  The more we discussed the strategic advantages of this transaction, the more appealing it became.  •Over the last three years, Tommy has continued to gain momentum in Europe and Asia, while successfully rebuilding its business in North America, producing solid overall performance and generating strong cash flow.  I would point out that Tommy’s exclusive arrangement with Macy’s was a positive strategic decision which put the brand in alignment with its international positioning.  We will work hard to grow this important relationship.  •While I will ask Fred to talk about the past three years in more detail, Tommy exhibited strong performance and cash flow generation by focusing on its balance sheet, increasing efficiencies and significantly reducing its cost base and inventory levels across the entire organization.  •It has showed that it is a stable internationally-focused business with growth potential that is well positioned to benefit from the economic recovery.   [ex992tommyacqpres31510002008.gif]  *  •We believe this is a transformational transaction that creates a very competitive global company.  •Our top and bottom line will be strong with broad geographic coverage and a balanced mix across channels.  •This is just a snapshot of how we see the businesses together in year one and we expect to do better as we move forward after closing.  [ex992tommyacqpres31510002009.gif]  •Proven track record of acquisitions.  •Since acquiring the Calvin Klein business in 2003, PVH has grown revenues at 7.4% compound annual growth rate and EBITDA at 14.5% CAGR. •Since 2003, Calvin Klein has been growing annually at a rate of about 12% to 14% a year. Even in a tough 2009, we grew CK royalty revenue 6% in 2009. •The fact that our brand has continued to grow and perform in a very difficult environment is a testament to the strength of the Calvin Klein brand worldwide, and the growth prospects of the brand as we go forward.  •Tommy is a very similar deal.  One that we think has many of the same qualities and really allows us to deliver immediate value to shareholders and gives us the opportunity to evolve, grow and continue to look at future opportunities in a relatively short timeframe.  •With that, let me turn the call over to Fred to tell you more about Tommy and what he and his team have accomplished over the past three years.  [ex992tommyacqpres31510002010.gif]  *  [ex992tommyacqpres31510002011.gif]  *  •Many of you are familiar with the Tommy Hilfiger brand from a US perspective. But you may not be familiar with the brand’s global evolution over the years, so I’d like to update you briefly on the background  •Tommy Hilfiger founded his business in 1985 as a quintessential American preppy brand for the young at heart. It went on to become a big success but by the mid-nineties, the brand had become over-licensed, overexposed and had strayed from its original positioning in the US.  By 2001, the business peaked, leading to a period of decline.  •In Europe and Asia, Tommy Hilfiger was introduced in the late nineties, also positioned as a quintessential American preppy brand for the young at heart. This mirrored the original positioning in the US and has consistently been the brand’s core proposition since that time.  In the past 10 years, the brand’s position has continued to elevate in these regions and has led to a very firmly anchored premium, yet affordable positioning.  •Since the privatization in 2006, we have initiated many steps to re-align the brand position in the US to what it is overseas, and have achieved significant success.  •The brand image around the world today is clear and consistent: Tommy Hilfiger is Classic American Cool. If you haven’t experienced the brand proposition recently, I invite you to visit the flagship store on Fifth Avenue we opened last year.  •We have extremely strong global brand awareness, customer loyalty and intent to purchase. The youthful, American spirit of the brand is highly attractive in many emerging markets.  •And in the post crisis, value-oriented world, the relatively attractive pricing of our products has helped us to not only survive but thrive.  [ex992tommyacqpres31510002012.gif]  *  •Let me tell you the background of the privatization in 2006. Since the launch of Tommy Hilfiger in Europe in 1997, the business in Europe experienced enormous growth with an approximate CAGR of 30% over the period. Yet the results as reported by the public company during this time only reflected the aggregate decline of the group.  •It became clear that the excellent results outside of the US, especially in Europe, were negatively balanced by the decline in the US wholesale business, and these observations led to the buy out of the Company in 2006, supported by Apax.  •Following privatization, we proceeded to reorganize the group, putting more emphasis on international activities, shrinking and thus reducing the dependency on the US wholesale business, ending a number of licensee relationships, and trading up the brand to become more aligned with what it represents outside of the US. We opened free-standing stores in key locations and eventually concluded a strategic exclusive alliance with Macy’s.  •In the past three years we therefore allowed the growth of the international business to emerge as the group’s growth driver, eventually supported by refound growth in the US.  •Accordingly in the last three years the group was able to report a CAGR of 13.6%  [ex992tommyacqpres31510002013.gif]  *  •Tommy Hilfiger has a very attractively balanced business profile. Almost half of the global sales are retail versus wholesale. Half the business is in Europe, with 40% in the US and just under 10% of the business in Japan.  •In addition, our product portfolio is highly balanced and illustrates the lifestyle strength of the brand – we offer both men’s and women’s sportswear and denim, we have substantial childrenswear and footwear businesses, a meaningful tailored clothing business as well as a range of accessories.  •This diversification, exposure to different trends and different currencies, as well as the attractive balance between wholesale and retail, have served us well through the economic challenges of late.  •Today, there are over 1,000 Tommy Hilfiger retail stores around the world, of which almost 400 have been opened since 2006. 50% of our stores are operated by the company.  [ex992tommyacqpres31510002014.gif]  *  •So while being private for a period of almost four years, with the support of Apax we can highlight the following accomplishments:  •The exclusive strategic alliance with Macy’s, which has allowed the U.S. wholesale segment to grow again and the brand to shine. Tommy Hilfiger over the last few years has been one of the best performing brands in all of Macy’s.  •The reorganization of Canada, closing down the wholesale segment and focusing on retail only, under the consolidated leadership of a North American management team. This move lead to significantly higher profitability on a smaller business, using significantly less working capital.  •The sale of our buying offices to Li and Fung in 2007, allowing us to focus fully on our core competence of design, marketing and sales. It also allowed us to significantly deleverage as a result of the sale.  •We made some important brand related acquisitions, most importantly: European Footwear business (Fall 07), Japan license (Spring 08), and Turkey distributor (Spring 09).  •The recent economic environment drove us to rethink our business model in various ways and led us to materially consolidate our vendor base, focus our product offer, focus our European customer base, redefine our supply chain, operate on significantly lower inventory levels and altogether become more efficient and effective.  •The Tommy Hilfiger brand image and position around the world has never been stronger and we believe we are ready to take advantage of a slowly but surely improving retail business climate.  •I will now turn it over to Michael Shaffer...  [ex992tommyacqpres31510002015.gif]  *  [ex992tommyacqpres31510002016.gif]  *  Thanks Fred.  Total consideration for this transaction is €2.2 billion, €276 million, or approximately $400 million, will be in PVH equity.  We will finance the cash portion of the acquisition, approximately 1.9 billion Euros, and refinance $300 million of existing senior notes, with a combination of $385 million of cash on hand, $2.45 billion of senior secured debt to be provided by a bank syndicate, including $450 million undrawn revolving credit facility, $600 million of senior unsecured notes, and approximately $200 million through a possible offering of PVH common shares.  Add another $200 million of perpetual convertible preferred stock to LNK Partners and MSD Capital.  These shares have no coupon but will have the same dividend rights as PVH common shares.  It is our intention to use a portion of Euro denominated debt as a natural currency hedge for the deal.  Apax has agreed to a lock-up of its shares and can dispose 50% after nine months and 50% after 15 months.  LNK and MSD have structured a deal with PVH for $200 million of perpetual convertible participating preferred stock that have no coupon and the same dividend rights as PVH common shares.  They have also agreed to certain lock-up provisions.  [ex992tommyacqpres31510002017.gif]  *  •As Manny said, we have in place a rigorous plan to de-lever as expeditiously as possible.  •Inherent in the power of the combined company is the ability to generate tremendous amounts of free cash flow that will allow us to pay down debt and continue to invest in our businesses.  •At closing, we expect to have a debt to EBITDA ratio of approximately 3.6x and by the end of fiscal 2012 be down to approximately 2.0x.  •In each subsequent year, we anticipate having at least $300 million of free cash flow to continue to pay down debt.  •I’d now like to turn the call back over to Manny.  [ex992tommyacqpres31510002018.gif]  *  [ex992tommyacqpres31510002019.gif]  *  •In closing, we believe this is a great deal for the company, our employees and particularly for our stockholders.  I really do think that these things usually only come around once in a lifetime and we are lucky enough to have the chance again.  •Calvin and Tommy are iconic global mega-brands and we look forward to having the two in our portfolio and the international platform to really drive growth.  With that, we will now take your questions.  [END SCRIPTED REMARKS]  [ex992tommyacqpres31510002020.gif]  *  [ex992tommyacqpres31510002021.gif]  *  [ex992tommyacqpres31510002022.gif]  [ex992tommyacqpres31510002023.gif]  *