(Mark One)
|
|
|
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
For the quarterly period ended
|
July 31, 2011
|
|
PVH CORP.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
13-1166910
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
200 Madison Avenue, New York, New York
|
|
10016
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(212) 381-3500
|
(Registrant’s telephone number, including area code)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31,
|
|
January 30,
|
|
August 1,
|
||||||
|
2011
|
|
2011
|
|
2010
|
||||||
|
UNAUDITED
|
|
AUDITED
|
|
UNAUDITED
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
287,691
|
|
|
$
|
498,718
|
|
|
$
|
475,340
|
|
Trade receivables, net of allowances for doubtful accounts of $12,764, $11,105 and $12,426
|
402,736
|
|
|
433,900
|
|
|
293,057
|
|
|||
Other receivables
|
11,110
|
|
|
13,261
|
|
|
18,556
|
|
|||
Inventories, net
|
877,450
|
|
|
692,306
|
|
|
693,872
|
|
|||
Prepaid expenses
|
70,986
|
|
|
80,974
|
|
|
123,605
|
|
|||
Other, including deferred taxes of $62,190, $61,793 and $28,909
|
90,869
|
|
|
91,054
|
|
|
62,229
|
|
|||
Total Current Assets
|
1,740,842
|
|
|
1,810,213
|
|
|
1,666,659
|
|
|||
Property, Plant and Equipment, net
|
426,367
|
|
|
404,577
|
|
|
394,929
|
|
|||
Goodwill
|
1,904,388
|
|
|
1,820,487
|
|
|
1,745,847
|
|
|||
Tradenames
|
2,406,767
|
|
|
2,342,467
|
|
|
2,290,028
|
|
|||
Perpetual License Rights
|
86,000
|
|
|
86,000
|
|
|
86,000
|
|
|||
Other Intangibles, net
|
172,582
|
|
|
172,562
|
|
|
188,261
|
|
|||
Other Assets
|
133,203
|
|
|
115,766
|
|
|
116,871
|
|
|||
Total Assets
|
$
|
6,870,149
|
|
|
$
|
6,752,072
|
|
|
$
|
6,488,595
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
351,748
|
|
|
$
|
316,920
|
|
|
$
|
315,432
|
|
Accrued expenses
|
517,463
|
|
|
539,670
|
|
|
428,947
|
|
|||
Deferred revenue
|
38,159
|
|
|
51,235
|
|
|
46,957
|
|
|||
Short-term borrowings
|
13,006
|
|
|
4,868
|
|
|
4,617
|
|
|||
Current portion of long-term debt
|
51,816
|
|
|
—
|
|
|
—
|
|
|||
Total Current Liabilities
|
972,192
|
|
|
912,693
|
|
|
795,953
|
|
|||
Long-Term Debt
|
2,090,062
|
|
|
2,364,002
|
|
|
2,491,635
|
|
|||
Other Liabilities, including deferred taxes of $534,766, $511,878 and $511,076
|
1,096,690
|
|
|
1,032,833
|
|
|
1,037,544
|
|
|||
Stockholders’ Equity:
|
|
|
|
|
|
||||||
Preferred stock, par value $100 per share; 150,000 total shares authorized
|
—
|
|
|
—
|
|
|
—
|
|
|||
Series A convertible preferred stock, par value $100 per share; 8,000 total shares authorized, issued and outstanding (with total liquidation preference of $200,000)
|
188,595
|
|
|
188,595
|
|
|
188,595
|
|
|||
Common stock, par value $1 per share; 240,000,000 shares authorized; 67,798,396; 67,234,567 and 66,448,534 shares issued
|
67,798
|
|
|
67,235
|
|
|
66,449
|
|
|||
Additional paid in capital - common stock
|
1,337,328
|
|
|
1,301,647
|
|
|
1,253,246
|
|
|||
Retained earnings
|
959,034
|
|
|
840,072
|
|
|
693,393
|
|
|||
Accumulated other comprehensive income (loss)
|
174,386
|
|
|
55,744
|
|
|
(31,993
|
)
|
|||
Less: 248,181; 168,893 and 96,401 shares of common stock held in treasury, at cost
|
(15,936
|
)
|
|
(10,749
|
)
|
|
(6,227
|
)
|
|||
Total Stockholders’ Equity
|
2,711,205
|
|
|
2,442,544
|
|
|
2,163,463
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
6,870,149
|
|
|
$
|
6,752,072
|
|
|
$
|
6,488,595
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
July 31,
|
|
August 1,
|
|
July 31,
|
|
August 1,
|
||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Net sales
|
$
|
1,227,730
|
|
|
$
|
1,011,439
|
|
|
$
|
2,484,716
|
|
|
$
|
1,542,127
|
|
Royalty revenue
|
78,202
|
|
|
68,106
|
|
|
161,084
|
|
|
132,965
|
|
||||
Advertising and other revenue
|
28,512
|
|
|
23,723
|
|
|
57,828
|
|
|
47,220
|
|
||||
Total revenue
|
1,334,444
|
|
|
1,103,268
|
|
|
2,703,628
|
|
|
1,722,312
|
|
||||
Cost of goods sold
|
610,312
|
|
|
528,027
|
|
|
1,250,917
|
|
|
830,038
|
|
||||
Gross profit
|
724,132
|
|
|
575,241
|
|
|
1,452,711
|
|
|
892,274
|
|
||||
Selling, general and administrative expenses
|
590,653
|
|
|
524,637
|
|
|
1,182,555
|
|
|
811,837
|
|
||||
Debt modification and extinguishment costs
|
—
|
|
|
6,650
|
|
|
16,233
|
|
|
6,650
|
|
||||
Other loss
|
—
|
|
|
88,100
|
|
|
—
|
|
|
140,490
|
|
||||
Income (loss) before interest and taxes
|
133,479
|
|
|
(44,146
|
)
|
|
253,923
|
|
|
(66,703
|
)
|
||||
Interest expense
|
31,799
|
|
|
39,706
|
|
|
65,243
|
|
|
48,088
|
|
||||
Interest income
|
353
|
|
|
481
|
|
|
727
|
|
|
588
|
|
||||
Income (loss) before taxes
|
102,033
|
|
|
(83,371
|
)
|
|
189,407
|
|
|
(114,203
|
)
|
||||
Income tax expense (benefit)
|
35,304
|
|
|
(12,747
|
)
|
|
65,011
|
|
|
(15,966
|
)
|
||||
Net income (loss)
|
$
|
66,729
|
|
|
$
|
(70,624
|
)
|
|
$
|
124,396
|
|
|
$
|
(98,237
|
)
|
Basic net income (loss) per common share
|
$
|
0.94
|
|
|
$
|
(1.07
|
)
|
|
$
|
1.75
|
|
|
$
|
(1.67
|
)
|
Diluted net income (loss) per common share
|
$
|
0.92
|
|
|
$
|
(1.07
|
)
|
|
$
|
1.71
|
|
|
$
|
(1.67
|
)
|
Dividends declared per common share
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.075
|
|
|
$
|
0.075
|
|
|
Twenty-Six Weeks Ended
|
||||||
|
July 31,
|
|
August 1,
|
||||
|
2011
|
|
2010
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income (loss)
|
$
|
124,396
|
|
|
$
|
(98,237
|
)
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
||||
Losses on settlement of derivative instruments related to the acquisition of
Tommy Hilfiger
|
—
|
|
|
140,490
|
|
||
Depreciation and amortization
|
66,447
|
|
|
62,240
|
|
||
Deferred taxes
|
8,910
|
|
|
(9,571
|
)
|
||
Impairment of long-lived assets
|
1,062
|
|
|
—
|
|
||
Stock-based compensation expense
|
20,650
|
|
|
12,224
|
|
||
Debt modification and extinguishment costs
|
16,233
|
|
|
6,650
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables, net
|
39,402
|
|
|
94,198
|
|
||
Inventories, net
|
(171,853
|
)
|
|
(142,162
|
)
|
||
Accounts payable, accrued expenses and deferred revenue
|
(12,257
|
)
|
|
101,999
|
|
||
Prepaid expenses
|
5,653
|
|
|
(54,482
|
)
|
||
Other, net
|
37,102
|
|
|
(16,418
|
)
|
||
Net cash provided by operating activities
|
135,745
|
|
|
96,931
|
|
||
INVESTING ACTIVITIES
(1)
|
|
|
|
||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(2,490,607
|
)
|
||
Investment in joint venture
|
(14,850
|
)
|
|
—
|
|
||
Purchase of property, plant and equipment
|
(73,899
|
)
|
|
(29,014
|
)
|
||
Contingent purchase price payments
|
(25,305
|
)
|
|
(21,452
|
)
|
||
Losses on settlement of derivative instruments related to the acquisition of
Tommy Hilfiger
|
—
|
|
|
(140,490
|
)
|
||
Net cash used by investing activities
|
(114,054
|
)
|
|
(2,681,563
|
)
|
||
FINANCING ACTIVITIES
(1)
|
|
|
|
||||
Proceeds from revolving credit facilities
|
60,000
|
|
|
—
|
|
||
Payments on revolving credit facilities
|
(60,000
|
)
|
|
—
|
|
||
Net proceeds from short-term borrowings
|
8,138
|
|
|
4,617
|
|
||
Repayment of credit facilities
|
(247,459
|
)
|
|
(100,000
|
)
|
||
Payment of debt modification costs
|
(10,634
|
)
|
|
—
|
|
||
Net proceeds from settlement of awards under stock plans
|
11,561
|
|
|
6,732
|
|
||
Excess tax benefits from awards under stock plans
|
4,238
|
|
|
3,482
|
|
||
Cash dividends
|
(5,434
|
)
|
|
(4,652
|
)
|
||
Acquisition of treasury shares
|
(5,187
|
)
|
|
(2,438
|
)
|
||
Net proceeds from common stock offering
|
—
|
|
|
364,860
|
|
||
Net proceeds from preferred stock issuance
|
—
|
|
|
188,595
|
|
||
Net proceeds from issuance of long-term debt
|
—
|
|
|
584,145
|
|
||
Net proceeds from credit facilities
|
—
|
|
|
1,825,223
|
|
||
Extinguishment of debt
|
—
|
|
|
(303,645
|
)
|
||
Net cash (used) provided by financing activities
|
(244,777
|
)
|
|
2,566,919
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
12,059
|
|
|
12,171
|
|
||
Decrease in cash and cash equivalents
|
(211,027
|
)
|
|
(5,542
|
)
|
||
Cash and cash equivalents at beginning of period
|
498,718
|
|
|
480,882
|
|
||
Cash and cash equivalents at end of period
|
$
|
287,691
|
|
|
$
|
475,340
|
|
Cash
|
$
|
2,485,776
|
|
Common stock (7,873 shares, par value $1.00 per share)
|
475,607
|
|
|
Total fair value of the acquisition consideration
|
$
|
2,961,383
|
|
|
Pro Forma Thirteen Weeks Ended 8/1/10
|
|
Pro Forma Twenty-Six Weeks Ended 8/1/10
|
||||
Total revenue
|
$
|
1,112,040
|
|
|
$
|
2,368,196
|
|
Net income
|
38,712
|
|
|
98,757
|
|
|
As Originally Reported in Form 10-K
|
|
Measurement Period Adjustments
|
|
As Retrospectively Adjusted
|
||||||
Trade Receivables
|
$
|
120,477
|
|
|
$
|
—
|
|
|
$
|
120,477
|
|
Inventories
|
288,891
|
|
|
—
|
|
|
288,891
|
|
|||
Prepaid Expenses
|
24,029
|
|
|
(383
|
)
|
|
23,646
|
|
|||
Other Current Assets
|
81,307
|
|
|
45
|
|
|
81,352
|
|
|||
Property, Plant and Equipment
|
238,026
|
|
|
—
|
|
|
238,026
|
|
|||
Goodwill
|
1,255,862
|
|
|
15,967
|
|
|
1,271,829
|
|
|||
Tradenames
|
1,635,417
|
|
|
—
|
|
|
1,635,417
|
|
|||
Other Intangibles
|
172,069
|
|
|
—
|
|
|
172,069
|
|
|||
Other Assets
|
117,880
|
|
|
(7,175
|
)
|
|
110,705
|
|
|||
Accounts Payable
|
91,436
|
|
|
—
|
|
|
91,436
|
|
|||
Accrued Expenses
|
205,631
|
|
|
4,242
|
|
|
209,873
|
|
|||
Other Liabilities
|
675,508
|
|
|
4,212
|
|
|
679,720
|
|
|
Heritage Brand Wholesale Dress Furnishings
|
|
Heritage Brand Wholesale Sportswear
|
|
Calvin Klein Licensing
|
|
Tommy Hilfiger North America
|
|
Tommy Hilfiger International
|
|
Total
|
||||||||||||
Balance as of January 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill, gross
|
$
|
70,589
|
|
|
$
|
84,553
|
|
|
$
|
304,924
|
|
|
$
|
198,501
|
|
|
$
|
1,161,920
|
|
|
$
|
1,820,487
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Goodwill, net
|
70,589
|
|
|
84,553
|
|
|
304,924
|
|
|
198,501
|
|
|
1,161,920
|
|
|
1,820,487
|
|
||||||
Contingent purchase price payments to Mr. Calvin Klein
|
—
|
|
|
—
|
|
|
22,157
|
|
|
—
|
|
|
—
|
|
|
22,157
|
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
246
|
|
|
—
|
|
|
61,498
|
|
|
61,744
|
|
||||||
Balance as of July 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill, gross
|
70,589
|
|
|
84,553
|
|
|
327,327
|
|
|
198,501
|
|
|
1,223,418
|
|
|
1,904,388
|
|
||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Goodwill, net
|
$
|
70,589
|
|
|
$
|
84,553
|
|
|
$
|
327,327
|
|
|
$
|
198,501
|
|
|
$
|
1,223,418
|
|
|
$
|
1,904,388
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost, including plan expenses
|
$
|
3,671
|
|
|
$
|
2,413
|
|
|
$
|
7,264
|
|
|
$
|
4,758
|
|
Interest cost
|
4,870
|
|
|
4,537
|
|
|
9,591
|
|
|
8,922
|
|
||||
Amortization of net loss
|
2,076
|
|
|
1,921
|
|
|
4,620
|
|
|
3,790
|
|
||||
Expected return on plan assets
|
(5,514
|
)
|
|
(4,982
|
)
|
|
(11,061
|
)
|
|
(9,985
|
)
|
||||
Amortization of prior service credit
|
(16
|
)
|
|
(15
|
)
|
|
(31
|
)
|
|
(31
|
)
|
||||
Total
|
$
|
5,087
|
|
|
$
|
3,874
|
|
|
$
|
10,383
|
|
|
$
|
7,454
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost, including plan expenses
|
$
|
24
|
|
|
$
|
22
|
|
|
$
|
49
|
|
|
$
|
45
|
|
Interest cost
|
452
|
|
|
463
|
|
|
905
|
|
|
696
|
|
||||
Total
|
$
|
476
|
|
|
$
|
485
|
|
|
$
|
954
|
|
|
$
|
741
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
$
|
254
|
|
|
$
|
206
|
|
|
$
|
509
|
|
|
$
|
545
|
|
Amortization of net loss (gain)
|
7
|
|
|
(105
|
)
|
|
14
|
|
|
—
|
|
||||
Amortization of prior service credit
|
(205
|
)
|
|
(205
|
)
|
|
(409
|
)
|
|
(409
|
)
|
||||
Total
|
$
|
56
|
|
|
$
|
(104
|
)
|
|
$
|
114
|
|
|
$
|
136
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
66,729
|
|
|
$
|
(70,624
|
)
|
|
$
|
124,396
|
|
|
$
|
(98,237
|
)
|
Foreign currency translation adjustments, net of tax (benefit) expense of $(821); $(310); $82 and $(622)
|
(52,253
|
)
|
|
49,143
|
|
|
119,076
|
|
|
48,630
|
|
||||
Amortization of net loss (gain) and prior service credit related to pension and postretirement plans, net of tax expense of $715; $604; $1,610 and $1,267
|
1,147
|
|
|
992
|
|
|
2,584
|
|
|
2,083
|
|
||||
Net unrealized and realized gain (loss) on effective hedges, net of tax benefit (expense) of $3,898; $(387); $4,135 and $(387)
|
12,012
|
|
|
(2,258
|
)
|
|
(3,018
|
)
|
|
(2,258
|
)
|
||||
Comprehensive income (loss)
|
$
|
27,635
|
|
|
$
|
(22,747
|
)
|
|
$
|
243,038
|
|
|
$
|
(49,782
|
)
|
|
7/31/11
|
|
8/1/10
|
||||
|
|
|
|
||||
Senior secured term loan A facility due 2016
|
$
|
755,502
|
|
|
$
|
471,668
|
|
Senior secured term loan B facility due 2016
|
686,765
|
|
|
1,320,374
|
|
||
7 3/8% senior unsecured notes due 2020
|
600,000
|
|
|
600,000
|
|
||
7 3/4% debentures due 2023
|
99,611
|
|
|
99,593
|
|
||
Total
|
$
|
2,141,878
|
|
|
$
|
2,491,635
|
|
Less: Current portion of long-term debt
|
51,816
|
|
|
—
|
|
||
Long-term debt
|
$
|
2,090,062
|
|
|
$
|
2,491,635
|
|
Remainder of 2011
|
$
|
21,127
|
|
2012
|
70,943
|
|
|
2013
|
109,196
|
|
|
2014
|
176,139
|
|
|
2015
|
396,094
|
|
|
2016
|
668,768
|
|
|
Asset Derivatives (Classified in Other Current Assets)
|
Liability Derivatives (Classified in Accrued Expenses and Other Liabilities)
|
|||||||||||||
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
||||||||
Contracts designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
88
|
|
|
$
|
3,766
|
|
|
$
|
21,340
|
|
|
$
|
9,473
|
|
Interest rate contracts
|
301
|
|
|
—
|
|
|
7,935
|
|
|
—
|
|
||||
Total contracts designated as hedges
|
389
|
|
|
3,766
|
|
|
29,275
|
|
|
9,473
|
|
||||
Undesignated contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
127
|
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Total undesignated contracts
|
127
|
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Total
|
$
|
516
|
|
|
$
|
3,766
|
|
|
$
|
29,331
|
|
|
$
|
9,473
|
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives (Effective Portion)
|
|
Loss Reclassified from Accumulated Other Comprehensive Income into Expense (Effective Portion)
|
|
Loss Recognized in Income on Derivatives (Ineffective Portion)
|
||||||||||||||||||||
|
|
Location
|
Amount
|
|
Location
|
Amount
|
|||||||||||||||||||
Thirteen Weeks Ended
|
7/31/11
|
|
8/1/10
|
|
|
7/31/11
|
|
8/1/10
|
|
|
7/31/11
|
|
8/1/10
|
||||||||||||
Foreign currency forward exchange contracts
|
$
|
1,203
|
|
|
$
|
(5,785
|
)
|
|
Cost of goods sold
|
$
|
(14,846
|
)
|
|
$
|
(3,914
|
)
|
|
Selling, general and administrative expenses
|
$
|
—
|
|
|
$
|
(6,106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
(8,805
|
)
|
|
—
|
|
|
Interest expense
|
(870
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(7,602
|
)
|
|
$
|
(5,785
|
)
|
|
|
$
|
(15,716
|
)
|
|
$
|
(3,914
|
)
|
|
|
$
|
—
|
|
|
$
|
(6,106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Twenty-Six Weeks Ended
|
7/31/11
|
|
8/1/10
|
|
|
7/31/11
|
|
8/1/10
|
|
|
7/31/11
|
|
8/1/10
|
||||||||||||
Foreign currency forward exchange contracts
|
$
|
(23,663
|
)
|
|
$
|
(5,785
|
)
|
|
Cost of goods sold
|
$
|
(24,445
|
)
|
|
$
|
(3,914
|
)
|
|
Selling, general and administrative expenses
|
$
|
—
|
|
|
$
|
(6,106
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
(8,805
|
)
|
|
—
|
|
|
Interest expense
|
(870
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(32,468
|
)
|
|
$
|
(5,785
|
)
|
|
|
$
|
(25,315
|
)
|
|
$
|
(3,914
|
)
|
|
|
$
|
—
|
|
|
$
|
(6,106
|
)
|
|
Gain (Loss) Recognized in Income
|
||||||||
|
Location
|
|
Amount
|
||||||
|
|
|
7/31/11
|
|
8/1/10
|
||||
Thirteen Weeks Ended
|
Selling, general and administrative expenses
|
|
$
|
202
|
|
|
$
|
—
|
|
Twenty-Six Weeks Ended
|
Selling, general and administrative expenses
|
|
258
|
|
|
—
|
|
|
|
Fair Value Measurement Using
|
|
|
||||||||
July 31, 2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||
Derivative instrument assets
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
N/A
|
|
$
|
215
|
|
|
N/A
|
|
$
|
215
|
|
Interest rate contracts
|
|
N/A
|
|
301
|
|
|
N/A
|
|
301
|
|
||
Total
|
|
N/A
|
|
$
|
516
|
|
|
N/A
|
|
$
|
516
|
|
Derivative instrument liabilities
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
N/A
|
|
$
|
21,396
|
|
|
N/A
|
|
$
|
21,396
|
|
Interest rate contracts
|
|
N/A
|
|
7,935
|
|
|
N/A
|
|
7,935
|
|
||
Total
|
|
N/A
|
|
$
|
29,331
|
|
|
N/A
|
|
$
|
29,331
|
|
|
|
|
|
|
|
|
|
|
||||
August 1, 2010
|
|
|
|
|
|
|
|
|
||||
Derivative instrument assets
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
N/A
|
|
$
|
3,766
|
|
|
N/A
|
|
$
|
3,766
|
|
Derivative instrument liabilities
|
|
|
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
|
N/A
|
|
$
|
9,473
|
|
|
N/A
|
|
$
|
9,473
|
|
|
|
Fair Value Measurement Using
|
|
|
|
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value As Of Impairment Date
|
|
Total Impairments
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
Twenty-six weeks ended 7/31/11
|
|
N/A
|
|
N/A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,062
|
|
|
7/31/11
|
|
8/1/10
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
287,691
|
|
|
$
|
287,691
|
|
|
$
|
475,340
|
|
|
$
|
475,340
|
|
Short-term borrowings
|
13,006
|
|
|
13,006
|
|
|
4,617
|
|
|
4,617
|
|
||||
Long-term debt (including portion classified as current)
|
2,141,878
|
|
|
2,191,572
|
|
|
2,491,635
|
|
|
2,522,577
|
|
|
Twenty-Six Weeks Ended
|
||||||
|
7/31/11
|
|
8/1/10
|
||||
Weighted average risk‑free interest rate
|
2.62
|
%
|
|
2.99
|
%
|
||
Weighted average expected option term (in years)
|
6.25
|
|
|
6.25
|
|
||
Weighted average expected volatility
|
44.35
|
%
|
|
41.78
|
%
|
||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average estimated fair value per option
|
$
|
29.81
|
|
|
$
|
26.45
|
|
|
Options
|
|
Weighted Average Price Per Option
|
|||
Outstanding at January 30, 2011
|
2,853
|
|
|
$
|
33.41
|
|
Granted
|
195
|
|
|
65.16
|
|
|
Exercised
|
340
|
|
|
34.02
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
Outstanding at July 31, 2011
|
2,708
|
|
|
$
|
35.62
|
|
Exercisable at July 31, 2011
|
1,864
|
|
|
$
|
32.60
|
|
|
RSUs
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at January 30, 2011
|
814
|
|
|
$
|
40.24
|
|
Granted
|
241
|
|
|
68.45
|
|
|
Vested
|
212
|
|
|
41.01
|
|
|
Cancelled
|
16
|
|
|
53.13
|
|
|
Non-vested at July 31, 2011
|
827
|
|
|
$
|
48.03
|
|
|
Restricted Stock
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at January 30, 2011
|
350
|
|
|
$
|
60.41
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
14
|
|
|
60.41
|
|
|
Non-vested at July 31, 2011
|
336
|
|
|
$
|
60.41
|
|
|
Performance Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at January 30, 2011
|
611
|
|
|
$
|
52.69
|
|
Granted
|
85
|
|
|
71.26
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Cancelled
|
8
|
|
|
50.73
|
|
|
Non-vested at July 31, 2011
|
688
|
|
|
$
|
55.00
|
|
|
Total Expected to be Incurred
|
|
Incurred During the Thirteen Weeks Ended 7/31/11
|
|
Incurred During the Twenty-Six Weeks Ended 7/31/11
|
|
Cumulative Incurred to Date
|
||||||||
Severance, termination benefits and other costs
|
$
|
33,167
|
|
|
$
|
1,661
|
|
|
$
|
11,374
|
|
|
$
|
31,167
|
|
Long-lived asset impairments
|
11,017
|
|
|
—
|
|
|
—
|
|
|
11,017
|
|
||||
Inventory liquidation costs
|
4,736
|
|
|
2,153
|
|
|
2,153
|
|
|
4,736
|
|
||||
Lease/contract termination and related costs
|
18,179
|
|
|
992
|
|
|
14,014
|
|
|
17,179
|
|
||||
Total
|
$
|
67,099
|
|
|
$
|
4,806
|
|
|
$
|
27,541
|
|
|
$
|
64,099
|
|
|
Liability at 1/30/11
|
|
Costs Incurred During the Twenty-Six Weeks
Ended 7/31/11
|
|
Costs Paid During the Twenty-Six Weeks Ended 7/31/11
|
|
Liability at 7/31/11
|
||||||||
Severance, termination benefits and other costs
|
$
|
16,258
|
|
|
$
|
11,374
|
|
|
$
|
17,163
|
|
|
$
|
10,469
|
|
Lease/contract termination and related costs
|
3,165
|
|
|
14,014
|
|
|
9,440
|
|
|
7,739
|
|
||||
Total
|
$
|
19,423
|
|
|
$
|
25,388
|
|
|
$
|
26,603
|
|
|
$
|
18,208
|
|
|
Total Expected to be Incurred
|
|
Incurred During the Thirteen and Twenty-Six Weeks Ended 7/31/11
|
||||
Severance, termination benefits and other costs
|
$
|
1,679
|
|
|
$
|
679
|
|
Long-lived asset impairments
|
1,062
|
|
|
1,062
|
|
||
Contract termination and related costs
|
4,909
|
|
|
4,909
|
|
||
Total
|
$
|
7,650
|
|
|
$
|
6,650
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
66,729
|
|
|
$
|
(70,624
|
)
|
|
$
|
124,396
|
|
|
$
|
(98,237
|
)
|
Less:
|
|
|
|
|
|
|
|
||||||||
Common stock dividends paid to holders of Series A convertible preferred stock
|
—
|
|
|
(157
|
)
|
|
(314
|
)
|
|
(157
|
)
|
||||
Allocation of income to Series A convertible preferred stock
|
(3,920
|
)
|
|
—
|
|
|
(7,008
|
)
|
|
—
|
|
||||
Net income (loss) available to common stockholders for basic net income (loss) per common share
|
62,809
|
|
|
(70,781
|
)
|
|
117,074
|
|
|
(98,394
|
)
|
||||
Add back:
|
|
|
|
|
|
|
|
||||||||
Common stock dividends paid to holders of Series A convertible preferred stock
|
—
|
|
|
—
|
|
|
314
|
|
|
—
|
|
||||
Allocation of income to Series A convertible preferred stock
|
3,920
|
|
|
—
|
|
|
7,008
|
|
|
—
|
|
||||
Net income (loss) available to common stockholders for diluted net income (loss) per common share
|
$
|
66,729
|
|
|
$
|
(70,781
|
)
|
|
$
|
124,396
|
|
|
$
|
(98,394
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding for basic net income (loss) per common share
|
67,129
|
|
|
65,875
|
|
|
66,964
|
|
|
59,077
|
|
||||
Weighted average impact of dilutive securities
|
1,551
|
|
|
—
|
|
|
1,578
|
|
|
—
|
|
||||
Weighted average impact of assumed convertible preferred stock conversion
|
4,189
|
|
|
—
|
|
|
4,189
|
|
|
—
|
|
||||
Total shares for diluted net income (loss) per common share
|
72,869
|
|
|
65,875
|
|
|
72,731
|
|
|
59,077
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per common share
|
$
|
0.94
|
|
|
$
|
(1.07
|
)
|
|
$
|
1.75
|
|
|
$
|
(1.67
|
)
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income (loss) per common share
|
$
|
0.92
|
|
|
$
|
(1.07
|
)
|
|
$
|
1.71
|
|
|
$
|
(1.67
|
)
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
|
|
|
|
|
|
|
|
Weighted average antidilutive securities
|
396
|
|
4,565
|
|
320
|
|
4,588
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
|
7/31/11
|
|
8/1/10
|
|
7/31/11
|
|
8/1/10
|
||||||||
Revenue – Heritage Brand Wholesale Dress Furnishings
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
123,771
|
|
|
$
|
102,928
|
|
|
$
|
258,460
|
|
|
$
|
235,099
|
|
Royalty revenue
|
|
1,468
|
|
|
1,299
|
|
|
2,953
|
|
|
2,764
|
|
||||
Advertising and other revenue
|
|
414
|
|
|
637
|
|
|
818
|
|
|
1,016
|
|
||||
Total
|
|
125,653
|
|
|
104,864
|
|
|
262,231
|
|
|
238,879
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Heritage Brand Wholesale Sportswear
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
96,107
|
|
|
88,545
|
|
|
231,561
|
|
|
223,875
|
|
||||
Royalty revenue
|
|
2,707
|
|
|
2,624
|
|
|
5,148
|
|
|
5,101
|
|
||||
Advertising and other revenue
|
|
475
|
|
|
440
|
|
|
881
|
|
|
898
|
|
||||
Total
|
|
99,289
|
|
|
91,609
|
|
|
237,590
|
|
|
229,874
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Heritage Brand Retail
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
175,212
|
|
|
171,432
|
|
|
306,889
|
|
|
306,615
|
|
||||
Royalty revenue
|
|
1,239
|
|
|
1,185
|
|
|
2,537
|
|
|
2,368
|
|
||||
Advertising and other revenue
|
|
277
|
|
|
164
|
|
|
518
|
|
|
424
|
|
||||
Total
|
|
176,728
|
|
|
172,781
|
|
|
309,944
|
|
|
309,407
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Calvin Klein Licensing
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
7,993
|
|
|
5,701
|
|
|
15,435
|
|
|
14,655
|
|
||||
Royalty revenue
|
|
58,738
|
|
|
52,293
|
|
|
124,512
|
|
|
112,027
|
|
||||
Advertising and other revenue
|
|
24,258
|
|
|
20,449
|
|
|
50,257
|
|
|
42,849
|
|
||||
Total
|
|
90,989
|
|
|
78,443
|
|
|
190,204
|
|
|
169,531
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Tommy Hilfiger North America
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
293,760
|
|
|
256,144
|
|
|
561,397
|
|
|
256,144
|
|
||||
Royalty revenue
|
|
4,260
|
|
|
4,051
|
|
|
7,121
|
|
|
4,051
|
|
||||
Advertising and other revenue
|
|
2,005
|
|
|
833
|
|
|
3,291
|
|
|
833
|
|
||||
Total
|
|
300,025
|
|
|
261,028
|
|
|
571,809
|
|
|
261,028
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Tommy Hilfiger International
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
381,976
|
|
|
263,293
|
|
|
815,632
|
|
|
263,293
|
|
||||
Royalty revenue
|
|
9,790
|
|
|
6,654
|
|
|
18,813
|
|
|
6,654
|
|
||||
Advertising and other revenue
|
|
1,083
|
|
|
1,200
|
|
|
2,063
|
|
|
1,200
|
|
||||
Total
|
|
392,849
|
|
|
271,147
|
|
|
836,508
|
|
|
271,147
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Other (Calvin Klein Apparel)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
148,911
|
|
|
123,396
|
|
|
295,342
|
|
|
242,446
|
|
||||
Total
|
|
148,911
|
|
|
123,396
|
|
|
295,342
|
|
|
242,446
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total Revenue
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
1,227,730
|
|
|
1,011,439
|
|
|
2,484,716
|
|
|
1,542,127
|
|
||||
Royalty revenue
|
|
78,202
|
|
|
68,106
|
|
|
161,084
|
|
|
132,965
|
|
||||
Advertising and other revenue
|
|
28,512
|
|
|
23,723
|
|
|
57,828
|
|
|
47,220
|
|
||||
Total
|
|
$
|
1,334,444
|
|
|
$
|
1,103,268
|
|
|
$
|
2,703,628
|
|
|
$
|
1,722,312
|
|
|
Thirteen Weeks Ended
|
|
|
Twenty-Six Weeks Ended
|
|
||||||||||||||
|
7/31/11
|
|
|
8/1/10
|
|
|
7/31/11
|
|
|
8/1/10
|
|
||||||||
Income before interest and taxes – Heritage Brand Wholesale Dress Furnishings
|
$
|
14,086
|
|
|
|
$
|
7,059
|
|
|
|
$
|
34,518
|
|
|
|
$
|
25,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income before interest and taxes – Heritage Brand Wholesale Sportswear
|
(5,770
|
)
|
(2)
|
|
7,194
|
|
|
|
7,912
|
|
(2)
|
|
28,082
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Heritage Brand Retail
|
15,234
|
|
|
|
16,794
|
|
|
|
19,761
|
|
|
|
25,478
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Calvin Klein Licensing
|
43,461
|
|
|
|
39,350
|
|
|
|
77,603
|
|
|
|
76,333
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Tommy Hilfiger North America
|
31,316
|
|
(3)
|
|
6,424
|
|
(6)
|
|
18,995
|
|
(4)
|
|
6,424
|
|
(7)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before interest and taxes – Tommy Hilfiger International
|
37,673
|
|
|
|
(13,633
|
)
|
(6)
|
|
116,655
|
|
(4)
|
|
(13,633
|
)
|
(7)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Other (Calvin Klein Apparel)
|
22,124
|
|
|
|
14,666
|
|
|
|
43,065
|
|
|
|
28,371
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss before interest and taxes – Corporate
(1)
|
(24,645
|
)
|
(3)
|
|
(122,000
|
)
|
(6)
|
|
(64,586
|
)
|
(4) (5)
|
|
(243,277
|
)
|
(7)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before interest and taxes
|
$
|
133,479
|
|
|
|
$
|
(44,146
|
)
|
|
|
$
|
253,923
|
|
|
|
$
|
(66,703
|
)
|
|
(1)
|
Includes corporate expenses not allocated to any reportable segments. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance and information technology related to corporate infrastructure.
|
(2)
|
Loss (income) before interest and taxes for the thirteen and twenty-six weeks ended July 31, 2011 includes costs of $6,650 related to the Company’s negotiated early termination of its license to market sportswear under the
Timberland
brand, which will become effective in 2012.
|
(3)
|
Income (loss) before interest and taxes for the thirteen weeks ended
July 31, 2011
includes costs of $11,226 associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows: $6,651 in Tommy Hilfiger North America and $4,575 in corporate expenses not allocated to any reportable segments.
|
(4)
|
Income (loss) before interest and taxes for the twenty-six weeks ended
July 31, 2011
includes costs of $41,685 associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows: $30,142 in Tommy Hilfiger North America; $448 in Tommy Hilfiger International; and $11,095 in corporate expenses not allocated to any reportable segments.
|
(5)
|
Loss before interest and taxes for the twenty-six weeks ended
July 31, 2011
includes costs of
$16,233
associated with the Company’s modification of its senior secured credit facility. Please refer to Note 8, “Debt,” for a further discussion.
|
(6)
|
Income (loss) before interest and taxes for the thirteen weeks ended
August 1, 2010
includes costs of $166,082 associated with the Company’s acquisition and integration of Tommy Hilfiger, including restructuring and debt extinguishment costs, short-lived non-cash valuation amortization charges and the effects of foreign currency forward exchange contracts. Such costs were included in the Company’s segments as follows: $24,479 in Tommy Hilfiger North America; $39,376 in Tommy Hilfiger International; and $102,227 in corporate expenses not allocated to any reportable segments.
|
(7)
|
Income (loss) before interest and taxes for the twenty-six weeks ended August 1, 2010 includes costs of $270,110 associated with the Company’s acquisition and integration of Tommy Hilfiger. Such costs were included in the Company’s segments as follows: $24,479 in Tommy Hilfiger North America; $39,376 in Tommy Hilfiger International; and $206,255 in corporate expenses not allocated to any reportable segments.
|
References to the brand names
Calvin Klein, Tommy Hilfiger, Van Heusen, IZOD, Bass, ARROW, Geoffrey Beene, CHAPS, JOE Joseph Abboud, MICHAEL Michael Kors, Kenneth Cole New York, Kenneth Cole Reaction,
DKNY
and
Timberland
and to other brand names are to registered trademarks owned by us or licensed to us by third parties and are identified by italicizing the brand name.
References to the acquisition of Tommy Hilfiger refer to our May 6, 2010 acquisition of Tommy Hilfiger B.V. and certain affiliated companies, which companies we refer to collectively as “Tommy Hilfiger.” References to the acquisition of Calvin Klein refer to our February 2003 acquisition of Calvin Klein, Inc. and certain affiliated companies, which companies we refer to collectively as “Calvin Klein.” |
•
|
The addition of $118.7 million and $37.6 million of net sales attributable to growth in our Tommy Hilfiger International and Tommy Hilfiger North America segments, respectively. The revenue increase in the Tommy Hilfiger International segment was principally due to significant growth in our European wholesale business and also included a benefit of approximately $35 million from a weaker U.S. dollar in the quarter versus the prior year’s second quarter. Also contributing to the combined revenue increase for the Tommy Hilfiger International and Tommy Hilfiger North America segments was retail comparable store sales growth of 12% for our Tommy Hilfiger International retail business and 13% for our Tommy Hilfiger North America retail business.
|
•
|
The addition of $25.5 million of net sales attributable to growth in our Other (Calvin Klein Apparel) segment, as the Calvin Klein outlet retail business posted a 21% increase in comparable store sales and the wholesale business experienced strong growth.
|
•
|
The addition of $20.8 million of sales attributable to growth in our Heritage Brand Wholesale Dress Furnishings segment.
|
•
|
The addition of $7.6 million of sales attributable to growth in our Heritage Brand Wholesale Sportswear segment.
|
•
|
The addition of $3.8 million of net sales attributable to growth in our Heritage Brand Retail segment. The Heritage Brand Retail segment experienced comparable store sales growth of 2% during the quarter.
|
•
|
The addition of $433.7 million and $267.6 million of net sales attributable to the addition of first quarter sales in our Tommy Hilfiger International and Tommy Hilfiger North America segments, respectively. The Tommy Hilfiger International and Tommy Hilfiger North America segments also contributed revenue increases of $118.7 million and $37.6 million, respectively, due to second quarter growth, inclusive of a benefit in the Tommy Hilfiger International segment of approximately $35 million from a weaker U.S. dollar in the second quarter versus the prior year’s second quarter.
|
•
|
The addition of $52.9 million of net sales attributable to growth in our Other (Calvin Klein Apparel) segment, as the Calvin Klein outlet retail business posted an 18% increase in comparable store sales and the wholesale business experienced strong growth.
|
•
|
The addition of $23.4 million of sales attributable to growth in our Heritage Brand Wholesale Dress Furnishings segment.
|
•
|
The addition of $7.7 million of sales attributable to growth in our Heritage Brand Wholesale Sportswear segment.
|
(in millions)
|
|
||
Short-term borrowings
|
$
|
13.0
|
|
Current portion of long-term debt
|
51.8
|
|
|
Long-term debt
|
2,090.1
|
|
|
Stockholders’ equity
|
2,711.2
|
|
•
|
incur or guarantee additional debt or extend credit;
|
•
|
make restricted payments, including paying dividends or making distributions on, or redeeming or repurchasing, our capital stock or certain debt;
|
•
|
make acquisitions and investments;
|
•
|
dispose of assets;
|
•
|
engage in transactions with affiliates;
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends;
|
•
|
create liens on our assets or engage in sale/leaseback transactions; and
|
•
|
effect a consolidation or merger, or sell, transfer, lease all or substantially all of our assets.
|
Period
|
(a) Total Number of Shares (or Units) Purchased(1)
|
|
(b) Average Price Paid per Share (or Unit)(1)
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
|||||
May 2, 2011 -
|
|
|
|
|
|
|
|
|||||
May 29, 2011
|
16,223
|
|
|
$
|
68.88
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
May 30, 2011 -
|
|
|
|
|
|
|
|
|||||
July 3, 2011
|
27,034
|
|
|
64.36
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
July 4, 2011 -
|
|
|
|
|
|
|
|
|||||
July 31, 2011
|
3,937
|
|
|
67.62
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
47,194
|
|
|
$
|
66.18
|
|
|
—
|
|
|
—
|
|
The following exhibits are included herein:
|
|||
|
|
|
|
3.1
|
|
|
Certificate of Incorporation (incorporated by reference to Exhibit 5 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 1977).
|
|
|
|
|
3.2
|
|
|
Amendment to Certificate of Incorporation, filed June 27, 1984 (incorporated by reference to Exhibit 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 1985).
|
|
|
|
|
3.3
|
|
|
Certificate of Designation of Series A Cumulative Participating Preferred Stock, filed June 10, 1986 (incorporated by reference to Exhibit A of the document filed as Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the period ended May 4, 1986).
|
|
|
|
|
3.4
|
|
|
Amendment to Certificate of Incorporation, filed June 2, 1987 (incorporated by reference to Exhibit 3(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988).
|
|
|
|
|
3.5
|
|
|
Amendment to Certificate of Incorporation, filed June 1, 1993 (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 1994).
|
|
|
|
|
3.6
|
|
|
Amendment to Certificate of Incorporation, filed June 20, 1996 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 28, 1996).
|
|
|
|
3.7
|
|
|
Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 26, 2003).
|
|
|
|
|
3.8
|
|
|
Corrected Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen Corporation, dated as of April 17, 2003 (incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2003).
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3.9
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Certificate of Amendment of Certificate of Incorporation, filed June 29, 2006 (incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q for the period ended May 6, 2007).
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3.10
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Certificate Eliminating Reference to Series B Convertible Preferred Stock from Certificate of Incorporation of Phillips-Van Heusen Corporation, filed June 12, 2007 (incorporated by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q for the period ended May 6, 2007).
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3.11
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Certificate Eliminating Reference To Series A Cumulative Participating Preferred Stock From Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 28, 2007).
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3.12
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Certificate of Designations of Series A Convertible Preferred Stock of Phillips-Van Heusen Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 12, 2010).
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3.13
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Certificate of Amendment of Certificate of Incorporation, filed June 30, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 29, 2011).
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3.14
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By-Laws of Phillips-Van Heusen Corporation, as amended through April 30, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 5, 2009).
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+4.1
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Specimen of Common Stock certificate.
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4.2
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Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-3 (Reg. No. 33-50751) filed on October 26, 1993).
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4.3
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First Supplemental Indenture, dated as of October 17, 2002 to Indenture dated as of November 1, 1993 between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q for the period ended November 3, 2002).
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4.4
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Second Supplemental Indenture, dated as of February 12, 2002 to Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on February 26, 2003).
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4.5
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Third Supplemental Indenture, dated as of May 6, 2010, between Phillips-Van Heusen Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.16 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
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4.6
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Securities Purchase Agreement, dated as of March 15, 2010, by and among Phillips-Van Heusen Corporation, LNK Partners, L.P. and LNK Partners (Parallel), L.P. (incorporated by reference to Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2010).
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4.7
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Securities Purchase Agreement, dated as of March 15, 2010, by and between Phillips-Van Heusen Corporation and MSD Brand Investments, LLC (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q for the period ended May 2, 2010).
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PVH CORP.
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Registrant
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Dated:
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September 8, 2011
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/s/
Bruce Goldstein
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Bruce Goldstein
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Senior Vice President and Controller (Chief Accounting Officer)
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4.1
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Specimen of Common Stock certificate.
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31.1
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Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
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31.2
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Certification of Michael Shaffer, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
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32.1
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Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
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32.2
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Certification of Michael Shaffer, Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of PVH Corp.;
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2.
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Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
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d)
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Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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September 8, 2011
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/s/ EMANUEL CHIRICO
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Emanuel Chirico
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Chairman and Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of PVH Corp.;
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2.
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Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
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d.
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Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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September 8, 2011
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/s/ MICHAEL SHAFFER
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Michael Shaffer
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Executive Vice President and
Chief Financial Officer
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(i)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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September 8, 2011
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By:
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/s/ EMANUEL CHIRICO
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Name:
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Emanuel Chirico
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Chairman and Chief Executive Officer
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(i)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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September 8, 2011
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By:
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/s/ MICHAEL SHAFFER
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Name:
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Michael Shaffer
Executive Vice President and
Chief Financial Officer
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