Pvh Corp. · NYSE:PVH
Pvh — Merger or Acquisition (October 2012)
20 slides from Pvh's merger presentation, Oct 31, 2012
Slide 1: Growing Powerful Global Lifestyle Brands
Slide 2: Safe Harbor
Safe Harbor We (PVH Com, obtained or created the market and competitive position data used throughout this presentation ftom research, surveys or studies conducted by third patties, information provided by customers, and industy or general publications. Industry publications and surveys generally st
Slide 3: Additional Information
Additional Information In connection with the proposed merger, we will file with the SEC a Registration Statement on Form S-4 that will include a Proxy Statement ‘of Wamaco and a Prospectus of PVH, as well as other relevant documents concerning the proposed transaction. WARNACO. STOCKHOLDERS ARE URG
Slide 4: Compelling Strategic Rationale
Compelling Strategic Rationale * Creates an over $8 BN global branded lifestyle apparel company with significant growth prospects, driven by two powerful designer brands — Calvin Klein and Tommy Hilfiger * Reunites the “House of Calvin Klein" to ensure single brand vision * PVH will have strong oper
Slide 5: Transaction Overview
Transaction Overview + Warnaco stockholders will receive $51.75 per share in cash and 0.1822 PVH common stock (fixed ratio) for each share of Warnaco common stock + Based on PVH's closing stock price on October 26", the aggregate value of the consideration is $68.43 per share (value at signing) + To
Slide 6: Transaction Provides Significant Value to Warnaco Stockholders
Transaction Provides Significant Value to Warnaco Stockholders Transaction delivers significant immediate value and upside potential to Warnaco stockholders + Upon closing, Warnaco stockholders will own approximately 10% of the outstanding common stock of PVH Powerful opportunity to accelerate Wamac
Slide 7: Creates an Over $8 BN Global Branded Lifestyle Apparel Company
Creates an Over $8 BN Global Branded Lifestyle Apparel Company ov | With over $8 BN in pro forma revenues and over $1 BN in pro forma EBIT PVH will be one of the largest and most profitable global apparel companies in the world 2012E Revenue ($ in millions) (2012E EBIT ($in millions) $10,964 $8,049
Slide 8: Strong Operations in Every Major Consumer Market Worldwide
Strong Operations in Every Major Consumer Market Worldwide + Strong operating platforms in every major consumer market around the world 2012E Pro Forma PVH Revenue by Region Regional headquarters in key geographies ~ US and Canada ~ Europe Asia — Latin America ht go US & Canada Europe Asia » Presenc
Slide 9: Complementary Regional Platforms and Operational Expertise
Complementary Regional Platforms and Operational Expertise Transaction increases PVH’s presence in emerging markets, particularly Asia and Latin America 2012E Revenue by Region 2012E EBIT by Region" PVH Today PVH Pro forma PVH Today PVH Pro forma uope north america oe ‘a Asia & Latin America: 7% 15%
Slide 10: Complementary Regional Platforms and Operational Expertise
Complementary Regional Platforms and Operational Expertise ove Warnaco provides PVH significant scale and local operating platforms in high-growth emerging markets where PVH is currently underpenetrated ASIA LATIN AMERICA 2012E CK Asia Revenue: >$525 MM 2012E CK Latin America Revenue: >$200 MM 2009A
Slide 11: Reunites the House of Calvin Klein to Ensure Single Brand Vision
Reunites the House of Calvin Klein to Ensure Single Brand Vision - Calvin Klein is one of the most powerful global mega brands with $7.6 BN in 2011 global retail sales Calvin Klein named one of TIME magazine's “Top 100 Icons in Fashion, Style and Design” — Significant brand awareness in every major
Slide 12: Reunites the House of Calvin Klein: Global Retail Sales, 2003-2011
Reunites the House of Calvin Klein to Ensure Single Brand Vision — Global Retail Sales, 2003-2011 Transaction reinforces PVH on ’ strategy to drive Calvin Klein $8.0 on $7.6 brand reach globally through new $7.0. ack $6.7 customers, regions and channels #60 $56 $58 $5.8 * Since PVH acquired Calvin z
Slide 13: Reunites the House of Calvin Klein to Ensure Single Brand Vision
Reunites the House of Calvin Klein to Ensure Single Br Complete control of bran: apparel categories of Cal age and commercial decisions for the two largest Klein - jeans and underwear - for the first ime Global collaboration and coordination of product design, merchandising, supply chain and retail
Slide 14: PVH Positioned To Drive Long Term Revenue and EPS Growth
PVH Positioned To Drive Long Term Revenue and EPS Growth Fuel continued growth in emerging markets Focus on enhanced product offering and execution Continued direct-to-consumer expansion Increased brand support + Improved global coordination, processes, systems and supply chain Strengthened momentum
Slide 15: PVH in 5 Years — Global Retail Sales
PVH in 5 Years — Global Retail Sales vH Global Retail Sales Growth — j Long Term Next 5 Ye EPS Growth Calvin Klein 8%-10% High Teens TOMMY SBHILFIGER 8%-10% L Scns HERITAGE BRANDS 2%-3%
Slide 16: History of Successful Acquisitions and Achieving Financial Targets
History of Successful Acquisitions and Achieving Financial Targets PVH has a proven track record of acquisitions — Calvin Klein (2003), Tommy Hilfiger (2010) PVH will have repaid ~$1.0 BN of debt related to its Tommy Hilfiger acquisition by the end of 2012E Tommy Hilfiger Acquisition Pro Forma PVH @
Slide 17: Future Opportunities Outside Plan
Future Opportunities Outside Plan Significant Revenue and Profit Upside Following Strategic Initiatives To Elevate the Calvin Klein Brand Re-Establish Calvin Klein Jeans Leadership in North America and Europe Expand the Calvin Klein Category Breadth in Jeans, Sportswear and Accessories Directly deve
Slide 18: Calvin Klein, Tommy Hilfiger, Heritage Brands
r Calvin Klein bade ee 7 TOMMY HILFIGER HERITAGE BRANDS
Slide 19: Appendix: GAAP to Non-GAAP EBITDA Reconciliation
Appendix: GAAP to Non-GAAP EBITDA Reconciliation Eamings Before interest, Taxes, Depreciation and Amortization (EBITDA) (Amount in dollars and in milions) Tommy Hilfiger: “Transaction Wamaco Transaction Pui Standalone Wamaco Standalone "Combined 2o0ape ze zone | __zoepr GAAP earnings before interest
Slide 20: PVH Calvin Klein Tommy Hilfiger Heritage Brands
- r " ‘ PVH Calvin Klein 200 + VAN HEUSEN + BABS + AAROW 7