Good day, ladies and gentlemen and welcome to the Iconix Brand Group’s fourth quarter and full year 2008 earnings conference call. (Operator Instructions). The Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this conference call are forward-looking statements that involve a number of risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond the control of the company. This may cause the actual results, performance or achievements of the company to be materially different from the results, performance or achievements expressed or implied by such forward-looking statements. The words believe, anticipate, expect, confident, and similar expressions identify forward-looking statements. Listeners are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. Your presenters for today’s conference call are Neil Cole, Chief Executive Officer, and Warren Clamen, Chief Financial Officer. I would now like to turn the presentation over to Mr. Warren Clamen.

Good morning everyone and welcome to the Iconix Brand Group fourth quarter and full year 2008 earnings conference call. Beginning with our results for our full year 2008, revenue increased 35% to approximately $216.8 million as compared to $160.0 million in the prior year. EBITDA increased 17% to approximately $149.6 million as compared to approximately $127.6 million. And EBITDA margins were approximately 69% for the year. Free cash flow increased 22% to $122.1 million as compared to approximately $99.9 million in the prior year. Net income increased 10% to approximately $70.2 million compared to approximately $63.8 million in the prior year. Diluted GAAP earnings per share was $1.15 as compared to $1.04 in the prior year and includes $0.10 and $0.02 of non-cash-related compensation respectively. Free cash flow per diluted share was $1.99 in the year. A review of our results for the fourth quarter ended December 31, 2008, revenue increased 14% to approximately $54.3 million in this quarter compared to approximately $47.4 million in the prior year quarter. EBITDA decreased 10% to approximately $37.8 million as compared to approximately $42.4 million, however, our fourth quarter 2008 EBITDA results included a one-time pre-tax gain with an adjustment of approximately $7.1 million associated with the company’s Unzipped litigation. Therefore, excluding this gain, EBITDA for the fourth quarter 2008 actually increased $2.7 million, or 8%. EBITDA margins were approximately 70% for the quarter. And free cash flow increased 18% to $31.0 million in the quarter as compared to $26.3 million in the prior-year quarter. Net income decreased 11% to approximately $17.1 million compared to approximately $19.2 million in the prior-year quarter, however, excluding the gain in 2007’s net income, fourth quarter 2008 net income actually increased quarter-over-quarter by approximately 4%. Diluted GAAP earnings per share for the fourth quarter was $0.28 as…

Good morning everyone. As 2008 unfolded it became more and more evident that we were heading into one of the most challenging economic times of our generation. Although macroeconomic factors tested our ability to grow, both organically and through acquisitions, our business remained strong and 2008 was a very successful year for Iconix. In 2008 we delivered 35% revenue growth, 10% earnings growth, and generated approximately $122.0 million of free cash flow, which translates to $1.99 per share. We executed new direct-to-retail partnerships for Danskin Now and Starter with Walmart, Mudd with Coles, Cannon with Sears Holdings, and we renewed Mossimo at Target. We initiated two international joint ventures with strong partners to expand our business to China and Latin America and in a difficult acquisition environment we acquired the Waverly brand at attractive economics with cash from our balance sheet. These economic times have enabled us to demonstrate many of the advantages inherent to our licensing model that differentiates us from the traditional operating model. We believe we have the most relevant model in the market today, making it possible for leading retailers to offer national brands at affordable prices supported by innovative marketing campaigns. I would now like to give you a quick update of each of our brands. Our direct-to-retail brands, which are brands that we have licensed directly to retailers are becoming a much larger percent of our royalty revenue stream. In 2008 they accounted for approximately 25% of our revenue and we expect this increase to well over 50% in 2009. Today we have 13 direct-to-retail partnerships, 11 in the United States and 2 international. These partnerships align us with top retailers that have strong credit, that have capital to contribute to marketing and in-house fixtures, and provide our brands with some of the best…

(Operator Instructions) Your first question comes from Todd Slater - Lazard Capital Markets.

Currently you’re trading at 6x GAAP EPS, 4x cash EPS, about the lowest valuation in the group even though you have one of the best models in the group, so I guess the Street is saying if Mudd is vulnerable, perhaps all the guaranteed minimum income is in jeopardy. I think this is an erroneous conclusion but I’m just wondering if you could just address these concerns.

It’s tough to address the Street and the stock price hopefully will take care of itself in the long run, but I think we have addressed it over the last three years. I mean, the company has gone from $60.0 million royalty up to $217.0 million worth of royalty and we have partnerships with the best, we think, retailers in America, or the world, that are going to do well in this environment and we have three and we have three deals with Walmart and we have three deals with Target, we have two deals with Cole’s. Some of the best retailers, the best credits and our business continues to grow and prosper. Obviously you get frustrated when you look at the stock but with what’s going on the world today, we just have to stay focused and we have to continue to execute. And yes, some of the plans where we thought they were going to bring in $20.0 million might bring in $18.0 million or $19.0 million in this economy and sales have been off as retailers are managing inventories tightly, but we just have to stay focused and we will come out incredibly strong on the other end as we continue to perform.

Help us understand Mudd. Mudd is kind of going from a wholesale type of structure to a direct-to-retail short-term negative implication concerning that transition. Does Mudd get back to or grow above the revenue levels with Cole’s that had it as a wholesale business?

Yes, that’s the way. It will get there probably in 2011, 2010 it will probably get back to where it was and we think in 2011 and 2012 it will prosper. Cole’s is an amazing retailer, we have had great success with them with Candies’s, they’re turning a large percent of their business over to us and have signed nice guarantees and we’re pretty excited about what they will do with Mudd in the years to come.

If you are looking for roughly flat revenue expectations this year, if you take out the Walmart gain then I guess you’re expecting, maybe it looks like $25.0 million to $30.0 million decline everywhere else. Could you just walk us through where these declines are coming from and make us comfortable with the rest of the non-Walmart businesses?

It’s a little bit across the board. One of the places where we’re definitely losing business is Rocawear. Rocawear today is performing double-digit increases at Macy’s and Dillards and other places, however, we are losing independents. We have lost Demo, we are losing Up Against The Wall, and we are losing a lot of the independent business, which is probably going to take that business down about 10% going forward. Pretty much across the board, we’re thinking that each business is going to be challenged with what’s happening with the consumer, especially in the first half of the year when we’re projecting somewhere 5% to 10% down on each brand. Hopefully we’re going to get some surprises. I mean, there’s a bright spot with Cannon, as it’s performing really well with K-Mart and that could be a growth business. But we are planning conservatively and I felt that if we didn’t and didn’t adjust the overhead accordingly, then we wouldn’t show earnings growth and we’re committed, as we have the last four or five years, to try to continue to grow earnings and not be erroneously wait for the business to come back, we’re going to just look at current trends and go forward and adjust the business accordingly.

If the revenues, so in looking at that model, how is that you’re still comfortable with the earnings $120.0 million , $130.0 million What are the areas of offset?

We basically looked at every part of the business and adjusted accordingly. We have taken down expenses roughly about $16.0 million. We were planning to increase advertising substantially over last year and we decided to keep it flat. We think with the help we’re getting from our retail partners, it will be sufficient, spending somewhere around $21.0 million in advertising, supplemented, as I said, by what we get from Walmart and Cole’s and our partners. Headcount, we’ve taken down. We’ve reduced somewhere around $5.0 million, $6.0 million in salary and stock incentives. Also tightened up every aspect of the business whether it be rent and other. And we were going to build a big, new showroom, we stopped and we’re not building. We’re just being very careful. We’ve also lowered our interest expense, about $4.0 million. That’s one of the good things happening in the world today, as far as where LIBOR is. So a combination across the board. We think we have adjust the overhead so that we can continue to grow earnings with a decrease in top line. Or top line projection, not a decrease for the year.

Your next question comes from Eric Beder - Brean Murray, Carret & Co. Eric Beder - Brean Murray, Carret & Co.: Could you talk a little bit about the Walmart expansion internationally? You said Mexico and Canada with OP. Where do you think that can go and do you think the other brands also can expand internationally at Walmart?

We’re pretty excited about that opportunity. It will take a couple of years to develop. We went down to Bentonville a few weeks ago and met with the international team, and we really believe we can go around the world and the first—we’re working hard in Canada and Mexico but we believe that pretty much everywhere Walmart is, in South America, either in Russia, India, China. The Walmart international business is a big growth play for them and almost equals the sales of Walmart America. So we put it as a big growth initiative for us over the next five years, especially as Walmart U.S.A. is performing, although the international division is run independently, it does give more respect to look at their parallel offerings and we think what John and Dottie, the team that they are leveraging in New York, they are going to hopefully bring the international people in to look at all the ideas they’re developing. So we do think it’s an opportunity, it won’t happen quick. It will be incremental over the next few years. Eric Beder - Brean Murray, Carret & Co.: You sometimes talk about how, what percentage of the guaranteed revenue is based into your numbers right now in terms of 2009. So how much of the $210.0 million or $220.0 million is guaranteed?

About 70% is guaranteed, of the number.

Your next question comes from Jim Chartier - Monness, Crespi, Hardt & Co. Jim Chartier - Monness, Crespi, Hardt & Co.: Can you just talk about the early reef from Walmart, how that business is performing?

We have to be somewhat careful because Walmart is a little proprietary, but we had in January, during wellness month, Danskin Now was the hot spot. And we really got off to an amazing start with Danskin Now and it really looked amazing and the sales were great. Starter and OP are really starting to roll out now. The inventory is starting to come in now and we are expecting big business of the next 10 months. But those businesses are growing and developing. Jim Chartier - Monness, Crespi, Hardt & Co.: In terms of the seasonality of the business this year, are you projecting any major differences between first half and second half of the year for revenues?

We are. We definitely believe the second half will be a lot stronger. As the Walmart business builds, especially with Starter and OP. The first quarter will definitely push back. And along with the combination of what’s happening with Mudd. That’s a brand that’s going to be all second-half loaded with the Cole’s launch. So between those and how we retailers are playing inventories, we definitely see the first half a little weaker on the revenue side compared to Q3 and Q4. Jim Chartier - Monness, Crespi, Hardt & Co.: Warren, what else is included in net other expenses other than interest? And it looked at little bit higher than I was looking at. Were there any one-time items in there?

The equity pick up on the China joint ventures, which as small, less than $1.0 million. That’s really the only thing. It’s just interest income, interest expense, and the equity pick up of the joint ventures. Jim Chartier - Monness, Crespi, Hardt & Co.: So was the equity pick up an expense or a benefit?

It was an expense. A small expense. I think it was about $500,000.

Your next question comes from Sean Naughton – Piper Jaffray. Sean Naughton – Piper Jaffray: When you were talking about SG&A before, is it possible for you to have SG&A in a dollar terms flat with last year? Is that what you are aiming for?

No, actually we’re aiming to reduce it compared to last year. Sean Naughton – Piper Jaffray: Did you say down $16.0 million?

Overall expenses will be down $16.0 million. We are projecting 70% EBITDA margins and Neil had said part of the $16.0 million was a pick up in interest also, which is below the EBITDA. So we are projecting that we are going to maintain our 70% EBITDA margins and we will claw back through SG&A but also through a pick up of interest since the rates are lower. Sean Naughton – Piper Jaffray: And on the retail you have a good view into the consumer obviously. Have you noticed within some of your brands at retail, have the price points been changing there or have they been relatively consistent on your brands?

I think the price points are generally coming down a little bit and people are getting a little more competitive in the market and obviously retailers are being more promotional. So we are seeing sometimes the same amount of units going out the door but still being down a couple of points. So I do think there will be pricing pressure on a lot of our brands, pretty much on all brands over the next few months. Sean Naughton – Piper Jaffray: Given kind of the new run rate we are experiencing here, kind of with the consumer spending globally on discretionary apparel and home items, and you’ve had a lot of acquisitions over the last few years, is there anything in terms of your intangibles that, have you tested those recently and are there any write downs that potentially may be coming.

Intangibles, we have tested them recently and there are no write downs coming. Sean Naughton – Piper Jaffray: So that’s the annual test and so you’ve done that and so we should be okay for 2009? Or are you testing them more frequently?

No, that’s the annual test and we should be okay. We test them on an annual basis.

One of the benefits of our model is we have guaranteed royalties for pretty much all of our brands so it gives good comfort that they are all performing. Sean Naughton – Piper Jaffray: On the term loan facility, can you remind us or give us a number on how much of the free cash flow from 2008 is actually needs to go to that particular facility?

50% of the free cash flow generated by the term facility brands is required to be paid down once a year and the payment will be probably in March. It’s going to be around $38.0 million, approximately. Sean Naughton – Piper Jaffray: Was that taken out of the $67.0 million in the cash number that you gave earlier?

No. That’s still in there. It’s going to be taken out in Q1 or Q2, when it’s paid.

But it also will have built up. Today it’s $78.0 million and it goes up substantially every quarter because we are generating at the rate of $120.0 million per year.

There are no further questions in the queue.

Thank you for listening. Management will be around this afternoon to answer any individual questions.