At this time, I would like to turn the call over to Jim Scully, Chief Financial Officer.

Go ahead, sir.

Thank you, and good morning. I’d like to welcome you to our listen-only conference call to review third quarter results and the transaction we announced this morning.

As you probably saw in this morning’s release, under the terms of the agreement, holders of the outstanding common shares of J.Crew will receive $43.50 per share in cash, or a total of approximately $3 billion. Our board concluded, at the recommendation of a special committee formed to evaluate the proposal, that this was a highly compelling offer that will provide J.Crew shareholders with substantial and immediate value for their shares.

As part of this transaction, I will continue as Chairman and CEO of J.Crew and will remain a significant shareholder. I’m looking forward to partnering with TPG Capital and Leonard Green & Partners. This transaction is a clear endorsement of J.Crew and the hard work and dedication of all of our associates.

In a few minutes, Jim will provide some more specifics on the transaction, but first, I’d like to provide a high-level review of our third quarter results.

In the third quarter, our revenues increased 4 percent with our comp sales down 1 percent and direct sales increasing 12 percent. Our operating income totaled $64 million, a 15 percent decline versus last year. Needless to say, we are disappointed with our third quarter results and our fourth quarter outlook. While we are seeing strength from our men’s Crewcuts, accessories, factory and Madewell businesses, the softness has been primarily isolated to our women’s retail and direct business.

In the short term, we are taking aggressive actions to move through our inventory as efficiently as possible, which is reflected in our updated outlook. While we work through this short-term hurdle, and we believe it is short-term, we remain focused on our long-term strategy and will not compromise the integrity of our products or our customer service.

We continue to see opportunity to capitalize on all the hard work and investment we have made in our quality, style and design across all of our businesses. In our J.Crew store business, we have seen key momentum in key businesses that hold large potential for further square footage growth. These

include our men’s business – we had a strong quarter with the opening of 1040 Madison in late August and Copley Place in late September. Across the company, our men’s business is gaining momentum with our customers.

Our wedding and collection store at 769 Madison has been a great showcase for the category, and we are learning, changing, creating every day and see this as a long-term rollout opportunity in key markets.

We are also seeing really healthy growth in our Crewcuts business, both in stores and online. Our customer is file is growing dramatically, and we still see a lot of opportunity in key markets to open additional (inaudible).

On the direct side, we launched Factory.com in September, weekends only. And while we are still in the testing phase, we are pleased with the performance.

As you know, we also launched Madewell.com in late May. We have expanded our online assortment, and it’s exciting to see the impact the Web site is having on our store business.

We are track with international online to add selected key countries in the first half of next year, which will include enhanced capabilities to offer shipping and an improved customer experience.

Our factory store business continues to be highly productive for us, and we have plans to accelerate our growth through a combination of new units, both J.Crew and Crewcuts factory, and expansion in the existing centers. And Madewell store openings keep getting stronger. We opened our 20th store last week in Georgetown and opened in Easton, Ohio, in late October.

We continue to actively pursue new store opportunities in key markets, and we will add 10 to 15 Madewell units next year. While we have taken the necessary steps to address our short-term hurdles, the team is focused and moving forward in doing what we do every day, focusing on our products, our style, design and quality.

To continue on with the quarter in more detail, total revenues increased 4 percent in the third quarter to $429 million. Our store sales increased 1 percent to $303 million. This was driven by a 2 percent increase in net square footage, partially offset by a 1 percent decline in comp store sales. In addition, direct sales increased 12 percent, which includes both our J.Crew and Madewell direct businesses.

Gross profit for the third quarter was $187 million, with our gross profit margin declining 490 basis points to 43.5 percent. The decline in gross profit margin reflected 440 basis points in merchandise margin deterioration coupled with 50 basis points of buying and occupancy deleverage.

The merchandise margin deterioration was greater than expected, resulting from (entry) in the third quarter with inventory up 12 percent over last year, which included approximately two to three points due to an acceleration of our additional fall deliveries, and what was not anticipated was our aggressive promotional posture as a result of the customer response to our women’s assortment, as Mickey discussed.

SG&A expenses for the third quarter decreased 2 percent to $123 million, resulting in 170 basis points of leverage with the rate declining to 28.5 percent.

The third quarter included a decrease of approximately $10 million related to share-based and incentive compensation expense compared to the third quarter of last year. If you were to exclude share-based and incentive compensation from both this year and last year, we experienced 80 basis points of deleverage.

Operating income decreased to $64 million from $75 million last year. Our gross margin decline, partially offset by our SG&A leverage, drove our operating margin to 14.9 percent. The third quarter includes approximately $1 million in losses associated with our Madewell business versus approximately $3 million in losses last year.