UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2007 (January 11, 2007)

The Warnaco Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-10857	95-4032739
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


501 Seventh Avenue, New York, New York		10018
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:	(212) 287-8000



(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

On January 11, 2007, representatives of The Warnaco Group, Inc. (the "Company") made a presentation at the 9th Annual ICR XChange investor conference. The presentation was broadcast live over the internet and a replay of the webcast is available on the Company's website at http://www.warnaco.com. A transcript of the presentation is attached to this report as Exhibit 99.1 and is being furnished pursuant to Item 2.02 of Form 8-K.

Statement Regarding Forward-Looking Disclosure

The attached presentation transcript, as well as certain other written, electronic and oral disclosures made by the Company from time to time, contains ‘‘forward-looking statements’’ within the meaning of Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements involve risks and uncertainties and reflect, when made, the Company's estimates, objectives, projections, forecasts, plans, strategies, beliefs, intentions, opportunities and expectations. Actual results may differ materially from anticipated results or expectations and investors are cautioned not to place undue reliance on any forward-looking statements. Statements other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by, among other things, the use of forward-looking language, such as the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “may,” “project,” “scheduled to,” “seek,” “should,” “will be,” “will continue,” “will likely result,” or the negative of those terms, or other similar words and phrases or by discussions of intentions or strategies.

The following factors, among others, including those described in the Company’s Amended Annual Report on Form 10-K/A for Fiscal 2005, as filed with the SEC on March 3, 2006, under the heading "Risk Factors" (as such disclosure may be modified or supplemented from time to time), could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements made by it: economic conditions that affect the apparel industry; the Company’s failure to anticipate, identify or promptly react to changing trends, styles, or brand preferences; further declines in prices in the apparel industry; declining sales resulting from increased competition in the Company’s markets; increases in the prices of raw materials; events which result in difficulty in procuring or producing the Company’s products on a cost-effective basis; the effect of laws and regulations, including those relating to labor, workplace and the environment; changing international trade regulation, including as it relates to the imposition or elimination of quotas on imports of textiles and apparel; the Company’s ability to protect its intellectual property or the costs incurred by the Company related thereto; the Company’s dependence on a limited number of customers; the effects of consolidation in the retail sector; the Company’s dependence on license agreements with third parties; the Company’s dependence on the reputation of its brand names, including, in particular, Calvin Klein; the Company’s exposure to conditions in overseas markets in connection with the Company’s foreign operations and the sourcing of products from foreign third-party vendors; the Company’s foreign currency exposure; the Company’s history of insufficient disclosure controls

and procedures and internal controls and restated financial statements; unanticipated future internal control deficiencies or weaknesses or ineffective disclosure controls and procedures; the sufficiency of cash to fund operations, including capital expenditures; the Company’s ability to service its indebtedness, the effect of changes in interest rates on the Company’s indebtedness that is subject to floating interest rates and the limitations imposed on the Company’s operating and financial flexibility by the agreements governing the Company’s indebtedness; the Company’s dependence on its senior management team and other key personnel; disruptions in the Company’s operations caused by difficulties with the new systems infrastructure; the limitations on purchases under the Company’s share repurchase program contained in the Company’s debt instruments, the number of shares that the Company purchases under such program and the prices paid for such shares; the failure of acquired businesses to generate expected levels of revenues; the failure of the Company to successfully integrate such businesses with its existing businesses (and as a result, not achieving all or a substantial portion of the anticipated benefits of the acquisition); and such acquired business being adversely affected, including by one or more of the factors described above, and thereby failing to achieve anticipated revenues and earnings growth.

The Company encourages investors to read the section entitled "Risk Factors" and the discussion of the Company's critical accounting policies under "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Discussion of Critical Accounting Policies" included in the Company's Amended Annual Report on Form 10-K/A for Fiscal 2005, as such discussion may be modified or supplemented by subsequent reports that the Company files with the SEC, including its Quarterly Reports on Form 10-Q. This discussion of forward-looking statements is not exhaustive but is designed to highlight important factors that may affect actual results. Forward-looking statements speak only as of the date on which they are made, and, except for the Company's ongoing obligation under the U.S. federal securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE WARNACO GROUP, INC.



Date: January 16, 2007	By:	/s/ Lawrence R. Rutkowski
		Name:	Lawrence R. Rutkowski
		Title:	Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

Exhibit 99.1	Transcript of The Warnaco Group, Inc.'s January 11, 2007
	ICR XChange Presentation

PRESENTATION - JANUARY 11, 2007

Allison Malkin: Okay, we're going to get started with the next presentation. It's my pleasure to announce the management team of the Warnaco Group. With us today from Warnaco is Joe Gromek, President and CEO, and Joe will be presenting. Larry Rutkowski, the CFO, is also with us today, and Deborah Abraham, the Director of Investor Relations.

Before we get started, I just want to read a brief safe harbor. Certain statements in the following presentation regarding Warnaco's business operations may constitute forward-looking statements, as defined by the Securities and Exchange Commission. Such statements are not historical facts but are predictions about the future, which inherently involves risks and uncertainties, and those risks and uncertainties could cause actual results to differ from those contained in the forward-looking statements. We urge investors to read the descriptions and discretions of these risks that are contained on slide 18 of the presentation as well as in the company's annual and quarterly SEC filings.

And with that, I'll turn the podium over to Joe. Thank you.

Joe Gromek: Thanks, Allison. Good morning. Today, I'd like to begin with an overview of the Warnaco business. I will discuss the strategic initiatives in place that will grow both revenue and operating income; then I'll discuss some of the opportunities in terms of our global sourcing initiatives; we'll take a look at our balance sheet and our utilization of cash; and I'll conclude with a summary.

At Warnaco we design, manufacture, market and distribute apparel in three segments: Sportswear; Swimwear; and Intimate Apparel. We do this for men, women, juniors and kids. We do it across multiple channels of distribution. Revenues for the Group were north of $1.8 billion for the year and much of the growth has come from our newly acquired Calvin Klein jeans businesses in Europe and Asia, which have performed very well for us. We operate in 29 countries. We have over 10,000 employees within our business.

In terms of our portfolio of brands, in Intimate Apparel, we own Calvin Klein, Lejaby, Warner's, Olga and Body Nancy Ganz. In Sportswear, on the jeans side of the business with Calvin Klein jeans, we've licensed jeans in the western hemisphere and in Europe and Asia for approximately 40 years. We will take over the collection business in 2008 worldwide, and we've licensed the CK bridge business in Europe, and we have that through 2046. We renewed the license for Chaps about two years ago with Polo Ralph Lauren and we had that licensed through 2018 as well. In terms of Swimwear, we license Speedo in perpetuity. We own Anne Cole, Cole of California, Catalina and Rasurel, and we license Nautica, Calvin Klein, Michael Kors and Ocean Pacific.

I think the important thing to note here is that more than 50% of the revenues of the Warnaco Group comes from the Calvin Klein brands. That's a significant number, and that number will continue to grow. We believe that it will approach $1 billion in '06 and grow north of that in '07.

In the United States we sell just about everyone. Department stores represent 26% of our revenues. Federated Department Stores is probably our largest department store account. It represents about 8% of total Warnaco. We're important in the sporting goods channel with the likes of Sports Authority and Dicks and we're also in specialty stores like Neiman's and Nordstroms. The chain stores represent 8% of our revenue, that's dominated by the Kohl's Corporation. We're represented there in all three segments: Sportswear, Swimwear and Intimate Apparel.

In terms of the mass and club business, that represents about 25% of Warnaco -- strong with Wal-Mart, Target, Costco and Sam's Club. And internationally we sell the best of the best. On a trailing 12 months it's about 30% of our penetration. In the UK we're with Harrods, Selfridges, Harvey Nichols and House of Fraser. In Spain, El Corte Ingles. In France, Galeries Lafayette. In Mexico, we're with Liverpool. In Canada, we're with the Bay and Sears; and in Korea, we're very strong with Lati. To note here, the forward-looking numbers, if we took a look at the international penetration, we believe by year-end it will be around 40% and we believe that the penetration should continue to grow. In addition to that, our direct to consumer initiatives are generating now a penetration of near 15% and growing.

In terms of our revenues by segment, Sportswear is our largest revenue driver at this point in time, followed by Intimate Apparel and our Swimwear business, which is just a little south of 400 million. In terms of operating income however, we've seen a reversal of fortune. Many of you who have followed us over the years have seen Intimate Apparel typically be at the lower end of the penetration of operating income. Today, based on the successes of Calvin Klein underwear and the repositioning of the US Intimates business, our intimate segment is now our most profitable, followed by Sportswear. Swimwear now is the opportunity for us in terms of margin growth in the future.

Our strategy is to grow our brands organically in areas of core competency: Sportswear, Swimwear and Intimate Apparel. This growth will come from extensions of products, channel and geography. Our direct to consumer initiative is also in our midst. A good deal of the time and attention will also be spent on the continued integration of the Calvin Klein Jeans business on a world basis. Additionally, we are committed to focusing on operational excellence.

All of our growth initiatives revolve around Calvin Klein, and those brands represent $1 billion worth of revenue today and in '07 we'll go well north of that. We've identified in Calvin Klein underwear “Project 500.” That's the challenge we've put to our management. Additionally, we will continue to focus on our international expansion which will be driven by both Calvin Klein underwear and jeans, and the direct to consumer initiative as well. Calvin Klein underwear is the most valuable asset in the Warnaco portfolio. It is the number one designer of global underwear brands, it has strong department store penetration in the United States and a phenomenal, just a phenomenal presentation outside of the United States as well. We have a goal to grow the business to $500 million. We will continue to focus on product innovation, geographic expansion which will focus primarily in Europe, Asia and in Latin America, and will continue to focus on our direct to consumer initiatives as well, expanding our store counts.

Project 500 is a long-term goal of the Calvin Klein underwear brand. We’ve challenged our CKU leadership to grow the brand to 500 million in worldwide revenues and believe it is very achievable. To put this in perspective, we believe CKU's growth rate for 2006 will be north of 18%. And at this point in time this is our highest gross margin business as well, and operating income business. The time frame for that $500 million challenge, when we put this together six or eight months ago, we thought it would take us three years to get there; today, we believe that the opportunity is probably much less than that.

Internationally, our businesses have grown dramatically. International target revenues for the future should get us up to about a 50% penetration. We'll do this through a direct to consumer initiative. We will also focus on a process of creating regional and country platforms and we will continue our geographic reach to Asia, Latin America and Eastern Europe, as well as some other developing countries.

Our direct to consumer initiative. We currently operate 600 Calvin Klein points of distribution around the world. We plan on adding about 50,000 square feet in 2007. The scale of the stores right now are a mixed bag. We have freestanding stores, we have shop in shops, which were the dominant part of the 600 points of distribution, and we have freestanding mall stores as well. This 50,000 square foot addition will represent about an 8 or 10% increase in terms of square footage. In our e-commerce initiatives, we've seen very good success over the last year. The business is south of $10 million. It's dominated by Speedo. The CKU business is coming up strong. We believe that over the next couple of years we'll grow this business to about $25 million and it's very, very profitable for us.

We have two businesses in our portfolio that have underperformed- the Chaps business and the designer swim business. We believe that they have

significant margin opportunities in 2007. Additionally, we will continue to focus on our sourcing initiatives to drive gross margin.

First, in terms of Chaps, with Chaps revenues of just under $200 million, the story for 2007 is all about margin and we're committed to returning this business in 2007 to a double-digit operating income margin. We're going to do this through a reduction in dilution, improved gross margin, disciplined expense management and basically we're going to continue to improve the product. We’ve been in the market currently and talking to the major retailers, and they are very pleased with the product offering. They think we continue to push the envelope in that regard and our number one account in the mid tier zone has also experienced a very positive season and hopefully good results moving forward.

Our Swimwear business is just south of 400 million. We are the largest swimwear maker in the world at 400 million of revenue. We own physical manufacturing in this area. It's the only place where we do have significant physical manufacturing. We have the ability to produce up to 20 million bathing suits a year. Speedo represents about two thirds of this business, and the Speedo business has continued to be very positive. The business is well north of 250 million. The operating income levels are in the mid teens so it's a good profit center for us as well. Really where we have the growth in opportunity is in our designer brand mix. We're focusing on better products, better execution and we'll drive better gross margins through the above. And really it's our key brands are well positioned within Wal-Mart, where the Catalina brand is positioned and I think we've seen stabilization there, and we're starting to see some good improvement with some of our designer brands like Calvin Klein, Michael Kors, and Nautica. We will also focus on using the Warnaco global platform to push these brands on around the world and we think that gives us a one leg up on the competition. Also, remember, a year ago at this time we went through a very difficult implementation at SAP as well.

Our global sourcing initiatives really began about a year and a half ago when we established an office in Asia, the Warnaco sourcing office that's located in Hong Kong. We have over 200 employees located there and nearly $600 million worth of products will pass through that entity. We're working on the elimination of third party agents around the world. We continue to integrate the acquired Calvin Klein jeans businesses. We're leveraging the scale by consolidating vendors. We're doing some regional initiatives which will hopefully reduce duty rates in certain parts of the world. We are working on improving quality cycle time and inventory turns, all with the understanding of reducing costs. Our ultimate objective here again for 2007 is an improvement of 100 basis points.

In terms of our balance sheet -- we've got a strong balance sheet. We have cash and cash equivalents on hand at the end of September of 113

million after utilizing approximately 70 million net of cash required related to the acquisition. Our uses of cash include: reinvestment in the business, the repurchasing of common stock and a reduction of debt. And I'll end with the last one.

In terms of the repurchase of common stock, through 9/30 we repurchased 1.2 million shares of Warnaco, we had 1.8 million outstanding out of the authorization of 3 million shares of stock on a buy-back program. We remained active in the fourth quarter as it relates to our share buy-back. We also reduced the amount of debt based on the sale of the Ocean Pacific brand. And you might recall, that business sold for slightly more than $50 million.

Lastly, we will continue to identify and pursue strategic acquisitions of global lifestyle brands.

In summary, we have a strong portfolio of brands, which were dominated by $1 billion of Calvin Klein business. We have an ability to grow our core businesses through product expansion, geographic expansion and a direct to consumer initiative. We will continue to expand our international presence. We will grow that penetration north of 40% and our objective is to get to 50% quickly. We will continue to focus growth in Asia, Latin America and Eastern Europe, and over the long term, we are committed and focused on creating long-term shareholder value. Thank you very much.

Yes, Susan? Larry, do you want to join me?

Susan:

(inaudible).

Joe Gromek: Well, we implemented SAP in the first quarter of '06. We stabilized it in the second half, in the second quarter and it's been functioning at a high level. We said we would take the first half of '07 to evaluate the economic return on that project, and Larry used some numbers to support the spend in swimwear. So it's functioning very well, the users are very appreciative of it; they think it is adding great value. Now we will study the economic return through midyear and then make the decision on what we might do next.

And no other questions? Thank you very much.

Item 9.01.

Financial Statements and Exhibits.

Transcript of The Warnaco Group, Inc.'s January 11, 2007

ICR XChange Presentation