(Mark One)
|
|
|
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
For the quarterly period ended
|
April 29, 2012
|
|
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
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|
10016
|
(Address of principal executive offices)
|
|
(Zip Code)
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(212) 381-3500
|
(Registrant’s telephone number, including area code)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 29,
|
|
January 29,
|
|
May 1,
|
||||||
|
2012
|
|
2012
|
|
2011
|
||||||
|
UNAUDITED
|
|
AUDITED
|
|
UNAUDITED
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
238,612
|
|
|
$
|
233,197
|
|
|
$
|
294,958
|
|
Trade receivables, net of allowances for doubtful accounts of $16,720, $15,744 and $13,484
|
530,771
|
|
|
467,628
|
|
|
502,416
|
|
|||
Other receivables
|
13,403
|
|
|
13,337
|
|
|
9,769
|
|
|||
Inventories, net
|
735,848
|
|
|
809,009
|
|
|
690,537
|
|
|||
Prepaid expenses
|
107,303
|
|
|
111,228
|
|
|
72,901
|
|
|||
Other, including deferred taxes of $53,748, $53,645 and $69,369
|
102,016
|
|
|
104,836
|
|
|
100,324
|
|
|||
Total Current Assets
|
1,727,953
|
|
|
1,739,235
|
|
|
1,670,905
|
|
|||
Property, Plant and Equipment, net
|
479,486
|
|
|
458,891
|
|
|
418,224
|
|
|||
Goodwill
|
1,845,237
|
|
|
1,822,475
|
|
|
1,929,797
|
|
|||
Tradenames
|
2,312,175
|
|
|
2,306,857
|
|
|
2,431,489
|
|
|||
Perpetual License Rights
|
86,000
|
|
|
86,000
|
|
|
86,000
|
|
|||
Other Intangibles, net
|
163,414
|
|
|
165,521
|
|
|
180,784
|
|
|||
Other Assets, including deferred taxes of $4,938, $11,989 and $7,805
|
166,132
|
|
|
173,382
|
|
|
137,219
|
|
|||
Total Assets
|
$
|
6,780,397
|
|
|
$
|
6,752,361
|
|
|
$
|
6,854,418
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
255,507
|
|
|
$
|
366,138
|
|
|
$
|
267,727
|
|
Accrued expenses
|
507,886
|
|
|
556,366
|
|
|
507,928
|
|
|||
Deferred revenue
|
31,630
|
|
|
38,376
|
|
|
27,812
|
|
|||
Short-term borrowings
|
107,393
|
|
|
13,040
|
|
|
12,277
|
|
|||
Current portion of long-term debt
|
79,477
|
|
|
69,951
|
|
|
46,298
|
|
|||
Total Current Liabilities
|
981,893
|
|
|
1,043,871
|
|
|
862,042
|
|
|||
Long-Term Debt
|
1,794,862
|
|
|
1,832,925
|
|
|
2,208,191
|
|
|||
Other Liabilities, including deferred taxes of $509,081, $507,023 and $561,956
|
1,174,333
|
|
|
1,160,116
|
|
|
1,113,196
|
|
|||
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; 4,000, 8,000 and 8,000 shares issued and outstanding (with total liquidation preference of $100,000, $200,000 and $200,000)
|
94,298
|
|
|
188,595
|
|
|
188,595
|
|
|||
Common stock, par value $1 per share; 240,000,000 shares authorized; 70,678,505, 68,297,773 and 67,552,626 shares issued
|
70,679
|
|
|
68,298
|
|
|
67,553
|
|
|||
Additional paid in capital - common stock
|
1,487,085
|
|
|
1,377,922
|
|
|
1,321,840
|
|
|||
Retained earnings
|
1,234,710
|
|
|
1,147,079
|
|
|
892,325
|
|
|||
Accumulated other comprehensive (loss) income
|
(35,262
|
)
|
|
(50,426
|
)
|
|
213,480
|
|
|||
Less: 318,154, 249,531 and 200,987 shares of common stock held in treasury, at cost
|
(22,201
|
)
|
|
(16,019
|
)
|
|
(12,804
|
)
|
|||
Total Stockholders’ Equity
|
2,829,309
|
|
|
2,715,449
|
|
|
2,670,989
|
|
|||
Total Liabilities and Stockholders’ Equity
|
$
|
6,780,397
|
|
|
$
|
6,752,361
|
|
|
$
|
6,854,418
|
|
|
Thirteen Weeks Ended
|
||||||
|
April 29,
|
|
May 1,
|
||||
|
2012
|
|
2011
|
||||
Net sales
|
$
|
1,312,849
|
|
|
$
|
1,256,986
|
|
Royalty revenue
|
85,460
|
|
|
81,992
|
|
||
Advertising and other revenue
|
29,097
|
|
|
30,206
|
|
||
Total revenue
|
1,427,406
|
|
|
1,369,184
|
|
||
Cost of goods sold
|
670,577
|
|
|
640,605
|
|
||
Gross profit
|
756,829
|
|
|
728,579
|
|
||
Selling, general and administrative expenses
|
606,505
|
|
|
591,902
|
|
||
Debt modification costs
|
—
|
|
|
16,233
|
|
||
Equity in income of unconsolidated affiliates
|
1,924
|
|
|
—
|
|
||
Income before interest and taxes
|
152,248
|
|
|
120,444
|
|
||
Interest expense
|
29,517
|
|
|
33,444
|
|
||
Interest income
|
273
|
|
|
374
|
|
||
Income before taxes
|
123,004
|
|
|
87,374
|
|
||
Income tax expense
|
29,890
|
|
|
29,707
|
|
||
Net income
|
$
|
93,114
|
|
|
$
|
57,667
|
|
Basic net income per common share
|
$
|
1.29
|
|
|
$
|
0.81
|
|
Diluted net income per common share
|
$
|
1.27
|
|
|
$
|
0.79
|
|
Dividends declared per common share
|
$
|
0.075
|
|
|
$
|
0.075
|
|
|
Thirteen Weeks Ended
|
||||||
|
April 29,
|
|
May 1,
|
||||
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Net income
|
$
|
93,114
|
|
|
$
|
57,667
|
|
Other comprehensive income:
|
|
|
|
|
|
||
Foreign currency translation adjustments, net of tax expense of $237 and $903
|
17,001
|
|
|
171,329
|
|
||
Amortization of net loss and prior service credit related to pension and postretirement plans, net of tax expense of $1,502 and $895
|
2,410
|
|
|
1,437
|
|
||
Net unrealized and realized loss on effective hedges, net of tax expense (benefit) of $989 and $(237)
|
(4,247
|
)
|
|
(15,030
|
)
|
||
Comprehensive income
|
$
|
108,278
|
|
|
$
|
215,403
|
|
|
Thirteen Weeks Ended
|
||||||
|
April 29,
|
|
May 1,
|
||||
|
2012
|
|
2011
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
93,114
|
|
|
$
|
57,667
|
|
Adjustments to reconcile to net cash used by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
33,459
|
|
|
34,481
|
|
||
Equity in income of unconsolidated affiliates
|
(1,924
|
)
|
|
—
|
|
||
Deferred taxes
|
3,858
|
|
|
1,520
|
|
||
Stock-based compensation expense
|
10,516
|
|
|
9,723
|
|
||
Debt modification costs
|
—
|
|
|
16,233
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables, net
|
(61,611
|
)
|
|
(54,135
|
)
|
||
Inventories, net
|
76,145
|
|
|
36,246
|
|
||
Accounts payable, accrued expenses and deferred revenue
|
(162,460
|
)
|
|
(143,247
|
)
|
||
Prepaid expenses
|
4,215
|
|
|
4,259
|
|
||
Other, net
|
4,180
|
|
|
27,734
|
|
||
Net cash used by operating activities
|
(508
|
)
|
|
(9,519
|
)
|
||
INVESTING ACTIVITIES
(1)
|
|
|
|
||||
Purchase of property, plant and equipment
|
(39,074
|
)
|
|
(34,467
|
)
|
||
Calvin Klein contingent purchase price payments
|
(13,535
|
)
|
|
(12,970
|
)
|
||
Investments in unconsolidated affiliates
|
—
|
|
|
(10,350
|
)
|
||
Net cash used by investing activities
|
(52,609
|
)
|
|
(57,787
|
)
|
||
FINANCING ACTIVITIES
(1)
|
|
|
|
||||
Proceeds from revolving credit facilities
|
165,000
|
|
|
60,000
|
|
||
Payments on revolving credit facilities
|
(70,000
|
)
|
|
(60,000
|
)
|
||
Net (payments on) proceeds from short-term borrowings
|
(647
|
)
|
|
7,409
|
|
||
Repayment of credit facilities
|
(30,292
|
)
|
|
(149,275
|
)
|
||
Payment of debt modification costs
|
—
|
|
|
(10,634
|
)
|
||
Net proceeds from settlement of awards under stock plans
|
3,738
|
|
|
8,407
|
|
||
Excess tax benefits from awards under stock plans
|
2,912
|
|
|
2,440
|
|
||
Cash dividends
|
(5,483
|
)
|
|
(5,414
|
)
|
||
Acquisition of treasury shares
|
(6,182
|
)
|
|
(2,055
|
)
|
||
Payments of capital lease obligations
|
(2,447
|
)
|
|
(2,504
|
)
|
||
Net cash provided (used) by financing activities
|
56,599
|
|
|
(151,626
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
1,933
|
|
|
15,172
|
|
||
Increase (decrease) in cash and cash equivalents
|
5,415
|
|
|
(203,760
|
)
|
||
Cash and cash equivalents at beginning of period
|
233,197
|
|
|
498,718
|
|
||
Cash and cash equivalents at end of period
|
$
|
238,612
|
|
|
$
|
294,958
|
|
|
Heritage Brand Wholesale Dress Furnishings
|
|
Heritage Brand Wholesale Sportswear
|
|
Calvin Klein Licensing
|
|
Tommy Hilfiger North America
|
|
Tommy Hilfiger International
|
|
Total
|
||||||||||||
Balance as of January 29, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill, gross
|
$
|
70,589
|
|
|
$
|
84,553
|
|
|
$
|
356,035
|
|
|
$
|
198,501
|
|
|
$
|
1,112,797
|
|
|
$
|
1,822,475
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Goodwill, net
|
70,589
|
|
|
84,553
|
|
|
356,035
|
|
|
198,501
|
|
|
1,112,797
|
|
|
1,822,475
|
|
||||||
Contingent purchase price payments to Mr. Calvin Klein
|
—
|
|
|
—
|
|
|
12,563
|
|
|
—
|
|
|
—
|
|
|
12,563
|
|
||||||
Currency translation
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
10,159
|
|
|
10,199
|
|
||||||
Balance as of April 29, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill, gross
|
70,589
|
|
|
84,553
|
|
|
368,638
|
|
|
198,501
|
|
|
1,122,956
|
|
|
1,845,237
|
|
||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Goodwill, net
|
$
|
70,589
|
|
|
$
|
84,553
|
|
|
$
|
368,638
|
|
|
$
|
198,501
|
|
|
$
|
1,122,956
|
|
|
$
|
1,845,237
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||||||||||||||
|
Thirteen Weeks Ended
|
|
Thirteen Weeks Ended
|
|
Thirteen Weeks Ended
|
||||||||||||||||||
|
4/29/12
|
|
5/1/11
|
|
4/29/12
|
|
5/1/11
|
|
4/29/12
|
|
5/1/11
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost, including plan expenses
|
$
|
4,800
|
|
|
$
|
3,593
|
|
|
$
|
27
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
4,932
|
|
|
4,721
|
|
|
370
|
|
|
453
|
|
|
218
|
|
|
255
|
|
||||||
Amortization of net loss
|
4,092
|
|
|
2,544
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
7
|
|
||||||
Expected return on plan assets
|
(5,525
|
)
|
|
(5,547
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service credit
|
(16
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|
(204
|
)
|
||||||
Total
|
$
|
8,283
|
|
|
$
|
5,296
|
|
|
$
|
397
|
|
|
$
|
478
|
|
|
$
|
54
|
|
|
$
|
58
|
|
|
4/29/12
|
|
5/1/11
|
||||
|
|
|
|
||||
Senior secured term loan A facility - United States dollar-denominated
|
$
|
608,000
|
|
|
$
|
640,000
|
|
Senior secured term loan A facility - Euro-denominated
|
109,035
|
|
|
128,721
|
|
||
Senior secured term loan B facility - United States dollar-denominated
|
396,000
|
|
|
400,000
|
|
||
Senior secured term loan B facility - Euro-denominated
|
61,678
|
|
|
386,162
|
|
||
7 3/8% senior unsecured notes
|
600,000
|
|
|
600,000
|
|
||
7 3/4% debentures
|
99,626
|
|
|
99,606
|
|
||
Total
|
$
|
1,874,339
|
|
|
$
|
2,254,489
|
|
Less: Current portion of long-term debt
|
79,477
|
|
|
46,298
|
|
||
Long-term debt
|
$
|
1,794,862
|
|
|
$
|
2,208,191
|
|
Remainder of 2012
|
$
|
59,608
|
|
2013
|
107,781
|
|
|
2014
|
173,824
|
|
|
2015
|
390,822
|
|
|
2016
|
442,678
|
|
|
2017
|
—
|
|
|
Asset Derivatives (Classified in Other Current Assets and Other Assets)
|
Liability Derivatives (Classified in Accrued Expenses and Other Liabilities)
|
|||||||||||||
|
4/29/12
|
|
5/1/11
|
|
4/29/12
|
|
5/1/11
|
||||||||
Contracts designated as hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
$
|
9,611
|
|
|
$
|
1,755
|
|
|
$
|
2,816
|
|
|
$
|
42,637
|
|
Interest rate contracts
|
133
|
|
|
—
|
|
|
6,865
|
|
|
—
|
|
||||
Total contracts designated as hedges
|
9,744
|
|
|
1,755
|
|
|
9,681
|
|
|
42,637
|
|
||||
Undesignated contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
|
5
|
|
|
58
|
|
|
339
|
|
|
—
|
|
||||
Total undesignated contracts
|
5
|
|
|
58
|
|
|
339
|
|
|
—
|
|
||||
Total
|
$
|
9,749
|
|
|
$
|
1,813
|
|
|
$
|
10,020
|
|
|
$
|
42,637
|
|
|
|
Loss Recognized in Other Comprehensive Income (Effective Portion)
|
|
Gain (Loss) Reclassified from AOCI into Income (Expense) (Effective Portion)
|
|||||||||||||
|
|
|
Location
|
Amount
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Thirteen Weeks Ended
|
|
4/29/12
|
|
5/1/11
|
|
|
4/29/12
|
|
5/1/11
|
||||||||
Foreign currency forward exchange contracts
|
|
$
|
(1,676
|
)
|
|
$
|
(24,866
|
)
|
|
Cost of goods sold
|
$
|
2,624
|
|
|
$
|
(9,599
|
)
|
Interest rate contracts
|
|
(40
|
)
|
|
—
|
|
|
Interest expense
|
(1,082
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(1,716
|
)
|
|
$
|
(24,866
|
)
|
|
|
$
|
1,542
|
|
|
$
|
(9,599
|
)
|
Gain Recognized in Income
|
||||||||
Location
|
|
Amount
|
||||||
|
|
Thirteen Weeks Ended
|
||||||
|
|
4/29/12
|
|
5/1/11
|
||||
Selling, general and administrative expenses
|
|
$
|
869
|
|
|
$
|
56
|
|
|
April 29, 2012
|
|
January 29, 2012
|
|
May 1, 2011
|
||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
9,616
|
|
|
N/A
|
|
$
|
9,616
|
|
|
N/A
|
|
$
|
13,581
|
|
|
N/A
|
|
$
|
13,581
|
|
|
N/A
|
|
$
|
1,813
|
|
|
N/A
|
|
$
|
1,813
|
|
||||
Interest rate contracts
|
N/A
|
|
133
|
|
|
N/A
|
|
133
|
|
|
N/A
|
|
211
|
|
|
N/A
|
|
211
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
||||||||||||
Total Assets
|
N/A
|
|
$
|
9,749
|
|
|
N/A
|
|
$
|
9,749
|
|
|
N/A
|
|
$
|
13,792
|
|
|
N/A
|
|
$
|
13,792
|
|
|
N/A
|
|
$
|
1,813
|
|
|
N/A
|
|
$
|
1,813
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
3,155
|
|
|
N/A
|
|
$
|
3,155
|
|
|
N/A
|
|
$
|
2,855
|
|
|
N/A
|
|
$
|
2,855
|
|
|
N/A
|
|
$
|
42,637
|
|
|
N/A
|
|
$
|
42,637
|
|
||||
Interest rate contracts
|
N/A
|
|
6,865
|
|
|
N/A
|
|
6,865
|
|
|
N/A
|
|
7,907
|
|
|
N/A
|
|
7,907
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
||||||||||||
Contingent purchase price payments related to reacquisition of the perpetual rights to the
Tommy Hilfiger
trademarks in India
|
N/A
|
|
N/A
|
|
9,859
|
|
|
9,859
|
|
|
N/A
|
|
N/A
|
|
$
|
9,559
|
|
|
9,559
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|||||||||||
Total Liabilities
|
N/A
|
|
$
|
10,020
|
|
|
$
|
9,859
|
|
|
$
|
19,879
|
|
|
N/A
|
|
$
|
10,762
|
|
|
$
|
9,559
|
|
|
$
|
20,321
|
|
|
N/A
|
|
$
|
42,637
|
|
|
N/A
|
|
$
|
42,637
|
|
Balance as of January 29, 2012
|
$
|
9,559
|
|
Payments
|
—
|
|
|
Adjustments included in earnings
|
300
|
|
|
Balance as of April 29, 2012
|
$
|
9,859
|
|
Unobservable Inputs
|
|
Amount
|
|
Approximate compounded annual net sales growth rate
|
|
36.0
|
%
|
Approximate
discount rate
|
|
20.0
|
%
|
|
4/29/12
|
|
5/1/11
|
||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
238,612
|
|
|
$
|
238,612
|
|
|
$
|
294,958
|
|
|
$
|
294,958
|
|
Short-term borrowings
|
107,393
|
|
|
107,393
|
|
|
12,277
|
|
|
12,277
|
|
||||
Long-term debt (including portion classified as current)
|
1,874,339
|
|
|
1,948,152
|
|
|
2,254,489
|
|
|
2,313,926
|
|
|
Thirteen Weeks Ended
|
||||||
|
4/29/12
|
|
5/1/11
|
||||
Weighted average risk‑free interest rate
|
1.20
|
%
|
|
2.65
|
%
|
||
Weighted average expected option term (in years)
|
6.25
|
|
|
6.25
|
|
||
Weighted average expected volatility
|
45.16
|
%
|
|
44.34
|
%
|
||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average estimated fair value per option
|
$
|
40.59
|
|
|
$
|
29.77
|
|
|
Options
|
|
Weighted Average Price Per Option
|
|||
Outstanding at January 29, 2012
|
2,189
|
|
|
$
|
37.77
|
|
Granted
|
187
|
|
|
91.88
|
|
|
Exercised
|
120
|
|
|
29.78
|
|
|
Cancelled
|
3
|
|
|
25.98
|
|
|
Outstanding at April 29, 2012
|
2,253
|
|
|
$
|
42.72
|
|
Exercisable at April 29, 2012
|
1,470
|
|
|
$
|
36.59
|
|
|
RSUs
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at January 29, 2012
|
820
|
|
|
$
|
48.28
|
|
Granted
|
173
|
|
|
89.71
|
|
|
Vested
|
73
|
|
|
45.23
|
|
|
Cancelled
|
4
|
|
|
61.54
|
|
|
Non-vested at April 29, 2012
|
916
|
|
|
$
|
56.28
|
|
|
Restricted Stock
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at January 29, 2012
|
333
|
|
|
$
|
60.41
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
Non-vested at April 29, 2012
|
333
|
|
|
$
|
60.41
|
|
|
Performance Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested at January 29, 2012
|
590
|
|
|
$
|
53.96
|
|
Granted
|
96
|
|
|
88.52
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
Non-vested at April 29, 2012
|
686
|
|
|
$
|
58.77
|
|
|
Total Expected to be Incurred
|
|
Incurred During the Thirteen Weeks Ended 4/29/12
|
|
Cumulative Incurred to Date
|
||||||
Severance, termination benefits and other costs
|
$
|
32,870
|
|
|
$
|
162
|
|
|
$
|
32,370
|
|
Long-lived asset impairments
|
11,017
|
|
|
—
|
|
|
11,017
|
|
|||
Inventory liquidation costs
|
10,210
|
|
|
—
|
|
|
10,210
|
|
|||
Lease/contract termination and related costs
|
32,211
|
|
|
584
|
|
|
28,211
|
|
|||
Total
|
$
|
86,308
|
|
|
$
|
746
|
|
|
$
|
81,808
|
|
|
Liability at 1/29/12
|
|
Costs Incurred During the Thirteen Weeks Ended 4/29/12
|
|
Costs Paid During the Thirteen Weeks Ended 4/29/12
|
|
Liability at 4/29/12
|
||||||||
Severance, termination benefits and other costs
|
$
|
4,305
|
|
|
$
|
162
|
|
|
$
|
1,927
|
|
|
$
|
2,540
|
|
Lease/contract termination and related costs
|
4,492
|
|
|
584
|
|
|
871
|
|
|
4,205
|
|
||||
Total
|
$
|
8,797
|
|
|
$
|
746
|
|
|
$
|
2,798
|
|
|
$
|
6,745
|
|
|
Liability at 1/29/12
|
|
Costs Incurred During the Thirteen Weeks Ended 4/29/12
|
|
Costs Paid During the Thirteen Weeks Ended 4/29/12
|
|
Liability at 4/29/12
|
||||||||
Severance, termination benefits and other costs
|
$
|
1,310
|
|
|
$
|
—
|
|
|
$
|
293
|
|
|
$
|
1,017
|
|
Lease/contract termination and related costs
|
5,029
|
|
|
—
|
|
|
5,029
|
|
|
—
|
|
||||
Total
|
$
|
6,339
|
|
|
$
|
—
|
|
|
$
|
5,322
|
|
|
$
|
1,017
|
|
|
Thirteen Weeks Ended
|
||||||
|
4/29/12
|
|
5/1/11
|
||||
|
|
|
|
||||
Net income
|
$
|
93,114
|
|
|
$
|
57,667
|
|
Less:
|
|
|
|
||||
Common stock dividends paid to holders of Series A convertible preferred stock
|
(209
|
)
|
|
(314
|
)
|
||
Allocation of income to Series A convertible preferred stock
|
(4,231
|
)
|
|
(3,088
|
)
|
||
Net income available to common stockholders for basic net income per common share
|
88,674
|
|
|
54,265
|
|
||
Add back:
|
|
|
|
||||
Common stock dividends paid to holders of Series A convertible preferred stock
|
209
|
|
|
314
|
|
||
Allocation of income to Series A convertible preferred stock
|
4,231
|
|
|
3,088
|
|
||
Net income available to common stockholders for diluted net income per common share
|
$
|
93,114
|
|
|
$
|
57,667
|
|
|
|
|
|
||||
Weighted average common shares outstanding for basic net income per common share
|
68,539
|
|
|
66,798
|
|
||
Weighted average impact of dilutive securities
|
1,588
|
|
|
1,605
|
|
||
Weighted average impact of assumed convertible preferred stock conversion
|
3,475
|
|
|
4,189
|
|
||
Total shares for diluted net income per common share
|
73,602
|
|
|
72,592
|
|
||
|
|
|
|
||||
Basic net income per common share
|
$
|
1.29
|
|
|
$
|
0.81
|
|
|
|
|
|
||||
Diluted net income per common share
|
$
|
1.27
|
|
|
$
|
0.79
|
|
|
Thirteen Weeks Ended
|
||
|
4/29/12
|
|
5/1/11
|
|
|
|
|
Weighted average potentially dilutive securities
|
254
|
|
245
|
|
|
Thirteen Weeks Ended
|
||||||
|
|
4/29/12
|
|
5/1/11
|
||||
Revenue – Heritage Brand Wholesale Dress Furnishings
|
|
|
|
|
||||
Net sales
|
|
$
|
119,886
|
|
|
$
|
134,689
|
|
Royalty revenue
|
|
1,517
|
|
|
1,485
|
|
||
Advertising and other revenue
|
|
707
|
|
|
404
|
|
||
Total
|
|
122,110
|
|
|
136,578
|
|
||
|
|
|
|
|
||||
Revenue – Heritage Brand Wholesale Sportswear
|
|
|
|
|
||||
Net sales
|
|
134,232
|
|
|
135,454
|
|
||
Royalty revenue
|
|
2,463
|
|
|
2,441
|
|
||
Advertising and other revenue
|
|
461
|
|
|
406
|
|
||
Total
|
|
137,156
|
|
|
138,301
|
|
||
|
|
|
|
|
||||
Revenue – Heritage Brand Retail
|
|
|
|
|
||||
Net sales
|
|
134,182
|
|
|
131,677
|
|
||
Royalty revenue
|
|
1,203
|
|
|
1,298
|
|
||
Advertising and other revenue
|
|
271
|
|
|
241
|
|
||
Total
|
|
135,656
|
|
|
133,216
|
|
||
|
|
|
|
|
||||
Revenue – Calvin Klein Licensing
|
|
|
|
|
||||
Net sales
|
|
8,244
|
|
|
7,442
|
|
||
Royalty revenue
|
|
65,473
|
|
|
64,884
|
|
||
Advertising and other revenue
|
|
24,927
|
|
|
26,889
|
|
||
Total
|
|
98,644
|
|
|
99,215
|
|
||
|
|
|
|
|
||||
Revenue – Tommy Hilfiger North America
|
|
|
|
|
||||
Net sales
|
|
298,980
|
|
|
267,637
|
|
||
Royalty revenue
|
|
4,524
|
|
|
2,861
|
|
||
Advertising and other revenue
|
|
1,687
|
|
|
1,286
|
|
||
Total
|
|
305,191
|
|
|
271,784
|
|
||
|
|
|
|
|
||||
Revenue – Tommy Hilfiger International
|
|
|
|
|
||||
Net sales
|
|
453,850
|
|
|
433,656
|
|
||
Royalty revenue
|
|
10,280
|
|
|
9,023
|
|
||
Advertising and other revenue
|
|
1,044
|
|
|
980
|
|
||
Total
|
|
465,174
|
|
|
443,659
|
|
||
|
|
|
|
|
||||
Revenue – Other (Calvin Klein Apparel)
|
|
|
|
|
||||
Net sales
|
|
163,475
|
|
|
146,431
|
|
||
Total
|
|
163,475
|
|
|
146,431
|
|
||
|
|
|
|
|
||||
Total Revenue
|
|
|
|
|
||||
Net sales
|
|
1,312,849
|
|
|
1,256,986
|
|
||
Royalty revenue
|
|
85,460
|
|
|
81,992
|
|
||
Advertising and other revenue
|
|
29,097
|
|
|
30,206
|
|
||
Total
|
|
$
|
1,427,406
|
|
|
$
|
1,369,184
|
|
|
Thirteen Weeks Ended
|
|
|||||||
|
4/29/12
|
|
|
5/1/11
|
(5)
|
||||
Income before interest and taxes – Heritage Brand Wholesale Dress Furnishings
|
$
|
8,916
|
|
|
|
$
|
20,651
|
|
|
|
|
|
|
|
|
||||
Income before interest and taxes – Heritage Brand Wholesale Sportswear
|
11,370
|
|
|
|
14,271
|
|
|
||
|
|
|
|
|
|
||||
(Loss) income before interest and taxes – Heritage Brand Retail
|
(2,544
|
)
|
|
|
4,501
|
|
|
||
|
|
|
|
|
|
||||
Income before interest and taxes – Calvin Klein Licensing
|
40,744
|
|
|
|
34,650
|
|
|
||
|
|
|
|
|
|
||||
Income (loss) before interest and taxes – Tommy Hilfiger North America
|
28,934
|
|
(2)
|
|
(12,211
|
)
|
(3)
|
||
|
|
|
|
|
|
||||
Income before interest and taxes – Tommy Hilfiger International
|
73,480
|
|
|
|
78,982
|
|
(3)
|
||
|
|
|
|
|
|
||||
Income before interest and taxes – Other (Calvin Klein Apparel)
|
17,598
|
|
|
|
20,943
|
|
|
||
|
|
|
|
|
|
||||
Loss before interest and taxes – Corporate
(1)
|
(26,250
|
)
|
(2)
|
|
(41,343
|
)
|
(3) (4)
|
||
|
|
|
|
|
|
||||
Income before interest and taxes
|
$
|
152,248
|
|
|
|
$
|
120,444
|
|
|
(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, information technology related to corporate infrastructure and actuarial gains and losses from the Company’s defined benefit pension plans.
|
(2)
|
Income (loss) before interest and taxes for the thirteen weeks ended
April 29, 2012
includes costs of $
3,316
associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows: $
379
in Tommy Hilfiger North America and $
2,937
in corporate expenses not allocated to any reportable segments.
|
(3)
|
Income (loss) before interest and taxes for the thirteen weeks ended
May 1, 2011
includes costs of $
30,459
associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows: $
23,491
in Tommy Hilfiger North America; $
448
in Tommy Hilfiger International; and $
6,520
in corporate expenses not allocated to any reportable segments.
|
(4)
|
Loss before interest and taxes for the
thirteen weeks ended
May 1, 2011
includes costs of
$16,233
associated with the Company’s modification of its senior secured credit facility. Please refer to Note 6, “Debt,” for a further discussion.
|
(5)
|
In the fourth quarter of 2011, the Company changed the way actuarial gains and losses from its defined benefit pension plans are allocated to its reportable segments. Actuarial gains and losses are now included as part of corporate expenses and are not allocated to any reportable segment. Prior year periods have been restated in order to present that information on a basis consistent with the current year.
|
References to the brand names
Calvin Klein, Tommy Hilfiger, Van Heusen, IZOD, ARROW, Bass, Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, MICHAEL Michael Kors, Sean John, CHAPS, Donald J. Trump Signature Collection, JOE Joseph Abboud
and
DKNY,
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.” |
•
|
The addition of $31.3 million and $20.2 million of net sales attributable to growth in our Tommy Hilfiger North America and Tommy Hilfiger International segments, respectively. The revenue increase in Tommy Hilfiger North America was driven by retail comparable store sales growth of 16%. The revenue increase in the Tommy Hilfiger International segment was principally due to high single-digit growth in our European wholesale business, combined with retail comparable store sales growth of 5% for our Tommy Hilfiger Europe retail business, partially offset by a negative impact of approximately $20 million related to foreign currency translation.
|
•
|
The addition of $17.0 million of net sales attributable to growth in our Other (Calvin Klein Apparel) segment, as the Calvin Klein outlet retail business posted a 9% increase in comparable store sales and the wholesale business experienced equally strong growth.
|
•
|
The reduction of $13.5 million of net sales attributable to our combined Heritage Brand Wholesale Dress Furnishings, Heritage Brand Wholesale Sportswear and Heritage Brand Retail segments. Retail comparable store sales growth of 3% was more than offset by a planned combined 6% decrease in the wholesale businesses.
|
(in millions)
|
April 29, 2012
|
|
January 29, 2012
|
||||
Short-term borrowings
|
$
|
107.4
|
|
|
$
|
13.0
|
|
Current portion of long-term debt
|
79.5
|
|
|
70.0
|
|
||
Capital lease obligations
|
37.3
|
|
|
26.8
|
|
||
Long-term debt
|
1,794.9
|
|
|
1,832.9
|
|
||
Stockholders’ equity
|
2,829.3
|
|
|
2,715.4
|
|
•
|
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
|
|||||
January 30, 2012
|
|
|
|
|
|
|
|
|||||
February 26, 2012
|
257
|
|
|
$
|
67.28
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|||||
February 27, 2012
|
|
|
|
|
|
|
|
|||||
April 1, 2012
|
375
|
|
|
80.66
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
April 2, 2012
|
|
|
|
|
|
|
|
|||||
April 29, 2012
|
67,991
|
|
|
90.21
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
68,623
|
|
|
$
|
90.07
|
|
|
—
|
|
|
—
|
|
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); 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); 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); 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); 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); 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); Certificate of Amendment of Certificate of Incorporation, filed June 23, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 29, 2011).
|
|
|
|
|
3.2
|
|
|
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).
|
|
|
|
|
3.3
|
|
|
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); 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).
|
|
|
|
|
3.4
|
|
|
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).
|
|
|
|
|
3.5
|
|
|
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).
|
|
|
|
|
3.6
|
|
|
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).
|
|
|
|
|
3.7
|
|
|
By-Laws of Phillips-Van Heusen Corporation, as amended through February 2, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 3, 2012).
|
|
|
|
|
4.1
|
|
|
Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2011).
|
|
|
|
|
4.2
|
|
|
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); 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); 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); 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).
|
|
|
|
|
|
|
|
**,+101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
**,+101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
+Filed or furnished herewith.
|
|
PVH CORP.
|
|
Registrant
|
Dated:
|
June 7, 2012
|
/s/
Bruce Goldstein
|
|
|
Bruce Goldstein
|
|
|
Senior Vice President and Controller (Chief Accounting Officer)
|
|
|
10.1
|
PVH Corp. Performance Incentive Bonus Plan, as amended and restated effective April 26, 2012.
|
|
|
10.2
|
PVH Corp. Long-Term Incentive Plan, as amended and restated effective April 26, 2012.
|
|
|
10.3
|
Revised Form of Performance Share Award Agreement under the PVH Corp. 2006 Stock Incentive Plan, effective as of April 25, 2012.
|
|
|
31.1
|
Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|
|
31.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Operating & Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|
|
32.1
|
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.
|
|
|
32.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Operating & Financial Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
1.
|
Purpose
. The purposes of the Plan are to induce executive officers (as defined in the Exchange Act) of the Company to remain in the employ of the Company and its Subsidiaries and to provide such persons with additional incentive to promote the success of the business of the Company and its Subsidiaries.
|
2.
|
Definitions
.
|
GRANTEE
|
|
TARGET NO. OF PERFORMANCE SHARES
|
|
PERFORMANCE PERIOD
|
|
DATE OF GRANT
|
|
SETTLEMENT SCHEDULE
|
Performance Shares will be settled no later than the 15th day of the third month following the calendar year in which the Vesting Date (as defined below) occurs, except as otherwise provided herein.
|
1.
|
Grant of Award. The Company hereby grants to the Grantee the Performance Shares, settlement of which is dependent upon the achievement of certain performance goals more fully described in Section 2(d) of this Agreement and service through the day preceding the first anniversary of the date that the Committee has certified whether the performance goals for the Performance Period have been achieved (the “Vesting Date”). This Award is subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Performance Shares set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan, the provision of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
|
2.
|
Settlement
of Award.
|
a.
|
Right to Award. The Performance Shares awarded pursuant to this Agreement represent the opportunity to receive Shares of the Company if performance goals outlined in Section 2(d) of this Agreement are satisfied.
|
b.
|
Settlement of Award. Except as otherwise provided in Section 3(a) and Section 3(f), the Performance Shares shall be settled as soon as reasonably practicable after the Vesting Date, which settlement date shall be no later than the 15th day of the third month following the calendar year in which the Vesting Date occurs. Settlement is contingent upon the Grantee remaining in the employment or service of the Company or its Subsidiaries through the Vesting Date, except as otherwise provided in Section 3. Notwithstanding the foregoing, in the event any settlement of the Performance Shares hereunder constitutes “deferred compensation” within the meaning of Section 409A of the Code, and the Grantee is a “specified employee” (as determined under the Company's policy for identifying specified employees) on the date of his or her “separation from service” (within the meaning of Section 409A of the Code), the date for settlement shall be the earlier of (i)
|
c.
|
Method of Settlement. The Company shall deliver to the Grantee one Share for each Performance Share earned, less any Shares withheld in accordance with Section 2(e) of this Agreement. Share certificates shall be issued in the name of the Grantee (or of the person or persons to whom such Award was transferred in accordance with Section 4 of this Agreement).
|
d.
|
Determination of the Number of Performance Shares Earned. The number of Performance Shares earned, if any, is based on [earnings before interest, taxes, depreciation and amortization at the end of the Performance Period], determined in accordance with the schedule annexed hereto as Exhibit A.
|
e.
|
Taxes. Pursuant to Section 14 of the Plan, the Company shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Company may condition the delivery of Shares upon the Grantee's satisfaction of such withholding obligations. To the extent permitted by the Committee, the Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory tax withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact). Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
|
3.
|
Termination of Employment.
|
a.
|
If the Grantee's employment terminates during a Performance Period by reason of his or her death, his or her estate shall receive the Performance Shares that would otherwise have been delivered to the Grantee for the Performance Period if the plan target level were achieved, prorated to the portion of the Performance Period actually worked by the Grantee. If the Grantee's employment terminates on or after the end of a Performance Period, but before the Vesting Date, by reason of his or her death, his or her estate shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period. Performance Shares received pursuant to this Section 3(a) shall be settled within 30 days of the date of the Grantee's death.
|
b.
|
If the Grantee's employment terminates during a Performance Period by reason of his or her disability, the Grantee shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period, prorated to the portion of the Performance Period actually worked by the Grantee. If the Grantee's employment terminates on or after the end a Performance Period, but before the Vesting Date, by reason of his or her disability, his or her estate shall receive the Performance
|
c.
|
If the Grantee's employment terminates during a Performance Period by reason of his or her Retirement, the Grantee shall receive the Performance Shares, if any, that would otherwise have been payable to the Grantee for the Performance Period, prorated to the portion of the Performance Period actually worked by the Grantee;
provided
,
however
, that if a Grantee retires prior to the last day of the first fiscal year of a Performance Period, no Performance Shares shall be delivered. If the Grantee's employment terminates on or after the end of a Performance Period, but before the Vesting Date, by reason of his or her Retirement, his or her estate shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period.
|
d.
|
If the Grantee's employment terminates during a Performance Period by reason of his or her discharge without Cause or for any reason which would constitute grounds for the Grantee to voluntarily terminate his or her employment for “good reason” under the terms of the Grantee's employment agreement, if any, with the Company or a Subsidiary, the Grantee shall receive the Performance Shares, if any, that would otherwise have been payable to the Grantee for the Performance Period, prorated to the portion of the Performance Period actually worked by the Grantee;
provided
,
however
, that if a Grantee terminates employment by reason of his or her discharge without Cause or for “good reason” prior to the last day of the first fiscal year of a Performance Period, no Performance Shares shall be delivered.
|
e.
|
If the Grantee's employment terminates on or after the end of a Performance Period but before the Vesting Date, by reason of his or her discharge without Cause or voluntary termination for any reason which would constitute grounds for the Grantee to voluntarily terminate his or her employment for “good reason” under the terms of the Grantee's employment agreement, if any, with the Company or a Subsidiary, the Grantee shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period.
|
f.
|
Notwithstanding the foregoing, (i) in the event that there shall be a Change in Control during a Performance Period, the Grantee shall be entitled to receive Performance Shares equal to the Performance Shares payable to the Grantee if the plan target level for the Performance Period had been achieved prorated to the portion of the Performance Period actually worked by the Grantee through the date of the Change in Control and (ii) in the event that there shall be a Change in Control on or after the end of a Performance Period, but before the Vesting Date, the Grantee shall be entitled to receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period. Performance Shares received pursuant to this Section 3(f) shall be settled within 30 days of the date of the Change in Control.
|
4.
|
Transferability of Award. The Award may not be transferred, pledged, assigned, or otherwise disposed of, except (i) by will or the laws of descent and distribution or (ii) for no consideration, subject to such rules and conditions as may be established by the Committee, to a member or members of the Grantee's Immediate Family. For purposes of this Award Agreement, the Grantee's “Immediate Family” means the Grantee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
|
5.
|
Miscellaneous Provisions.
|
a.
|
Rights as a Stockholder. Neither the Grantee nor the Grantee's representative shall have any rights as a stockholder with respect to any Shares subject to this Award
until the Award has been settled and Share certificates, if any, have been issued to the Grantee, transferee or representative, as the case may be.
|
b.
|
Regulatory Compliance and Listing. The issuance or delivery of any certificates representing Shares issuable pursuant to this Agreement may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of the New York Stock Exchange, and any applicable requirements under any other Applicable Law, and the Company shall not be obligated to deliver any such Shares to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or the New York Stock Exchange, or the Grantee shall not yet have complied fully with the provisions of Section 2(e) hereof.
The Company shall not be liable to the Grantee for any damages relating to any delays in issuing the certificates to the Grantee, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or the certificates themselves.
|
c.
|
Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
|
d.
|
Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 16 and Section 18(b)
of the Plan may be made without such written agreement.
|
e.
|
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
|
f.
|
References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended.
|
g.
|
Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Award for construction or interpretation.
|
h.
|
Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons.
|
i.
|
Section 409A of the Code. The provisions of this Agreement and any payments made herein are intended to comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code, and any related regulations or other effective
|
j.
|
Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PVH Corp.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
Dated:
|
June 7, 2012
|
/s/ EMANUEL CHIRICO
|
|
|
Emanuel Chirico
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PVH Corp.;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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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June 7, 2012
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/s/ MICHAEL SHAFFER
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Michael Shaffer
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Executive Vice President and
Chief Operating & 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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June 7, 2012
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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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June 7, 2012
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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 Operating & Financial Officer
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