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PVH To Acquire Warnaco To Become $8 Billion Global Branded Lifestyle Apparel Company

Third Quarter and Full Year 2012 Guidance

PVH Corp. currently expects its non-GAAP earnings per share for the third quarter and full year 2012 to be at least at the top end of its guidance range previously announced on October 2, 2012.

Warnaco plans to report its third quarter 2012 earnings results on Monday, November 5, 2012. While its reported results of operations are not yet final, Warnaco expects third quarter net revenues of approximately $612 million and expects third quarter earnings per share from continuing operations in line with analyst consensus expectations. Warnaco is also reaffirming its previously announced fiscal 2012 guidance, excluding any one-time costs related to the transaction announced today.


Peter J. Solomon Company is serving as lead financial advisor to PVH in connection with the acquisition and financing of the transaction and sole advisor to the PVH Board of Directors, and provided a fairness opinion to PVH. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to PVH.

Barclays, BofA Merrill Lynch and Citigroup Global Markets Inc. will arrange and lead the financing for the transaction. Barclays, BofA Merrill Lynch and Citigroup also acted as financial advisors to PVH.

J.P. Morgan is serving as exclusive financial advisor to Warnaco, and provided a fairness opinion to Warnaco. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Warnaco.

Conference Call and Webcast Details

PVH will provide further details regarding this announcement on a conference call and webcast with the investment community scheduled for Wednesday, October 31, 2012 at 8:30AM Eastern Time. The webcast can be accessed at via the PVH News Announcement icon or dial 888-205-6743 in the U.S. or 913-312-0413 (toll) from outside the U.S., using passcode number 1476035. Additional materials related to the transaction are available under the Investors tab at

The live webcast of the Company’s presentation, as well as the audio replay, which will be available beginning three hours after the conference ends, may be accessed by logging onto by using the PVH News Announcement icon or going to the Webcasts section under the Investors tab. Materials for this presentation will also be available on in the Webcasts section under the Investors tab.

About PVH Corp.

PVH Corp., one of the world’s largest apparel companies, owns and markets the iconic Calvin Klein and Tommy Hilfiger brands worldwide. It is the world’s largest shirt and neckwear company and markets a variety of goods under its own brands, Van Heusen, Calvin Klein, Tommy Hilfiger, IZOD, ARROW, Bass and G.H. Bass & Co., and its licensed brands, including Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, MICHAEL Michael Kors, Sean John, Chaps, Donald J. Trump Signature Collection, JOE Joseph Abboud, DKNY, Ike Behar and John Varvatos.

About Warnaco Group, Inc.

The Warnaco Group, Inc., headquartered in New York, is a leading global apparel company engaged in the business of designing, sourcing, marketing and selling men’s, women’s and children’s sportswear and accessories, intimate apparel, and swimwear under such owned and licensed brands as Calvin Klein®, Speedo®, Chaps®, Warner's® and Olga®. For more information, visit


This press release contains forward-looking statements and information about our current and future prospects and our operations and financial results, which are based on currently available information. Actual future results and financial performance could vary significantly from those anticipated in such statements. The forward looking statements include assumptions about our operations, such as cost controls and market conditions, and the proposed merger (including its benefits, results, effects and timing) that may not be realized.

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