|
|
|
|
PVH CORP.
|
Delaware
|
|
13-1166910
|
(State of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
200 Madison Avenue, New York, New York
|
|
10016
|
(Address of principal executive offices)
|
|
Zip Code
|
212-381-3500
|
(Registrant’s telephone number)
|
Title of Each Class
|
|
Name of Each Exchange
on Which Registered
|
Common Stock, $1.00 par value
|
|
New York Stock Exchange
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
|
(do not check if a smaller
|
|
|
|
|
reporting company)
|
|
Document
|
|
Location in Form 10-K
in which incorporated
|
Registrant’s Proxy Statement
for the Annual Meeting of
Stockholders to be held on June 20, 2013
|
|
Part III
|
|
Licensing Partner
|
|
Product Category and Territory
|
|
|
|
CK Watch and Jewelry Co., Ltd.
(Swatch SA)
|
|
Men’s and women’s watches (worldwide) and women’s jewelry (worldwide, excluding Japan)
|
|
|
|
CK21 Holdings Pte, Ltd.
|
|
Men’s and women’s bridge apparel, shoes and accessories (Asia, excluding Japan)
|
|
|
|
Coty, Inc.
|
|
Men’s and women’s fragrance and bath products and color cosmetics (worldwide)
|
|
|
|
DWI Holdings, Inc. / Himatsingka Seide, Ltd.
|
|
Soft home bed and bath furnishings (United States, Canada, Mexico, Central America, South America and India)
|
|
|
|
G-III Apparel Group, Ltd.
|
|
Men’s and women’s coats; women’s better suits, dresses and sportswear; women’s active performance wear; luggage; women’s better handbags (United States, Canada and Mexico with some distribution for certain lines in Europe and elsewhere)
|
|
|
|
Jimlar Corporation
|
|
Men’s, women’s and children’s better footwear (United States, Canada and Mexico); men’s, women’s and children’s bridge footwear (North America, Europe, Middle East and India); men’s and women’s collection footwear (worldwide)
|
|
|
|
Marchon Eyewear, Inc.
|
|
Men’s and women’s optical frames and sunglasses (worldwide)
|
|
|
|
McGregor Industries, Inc. / American Essentials, Inc.
|
|
Men’s and women’s socks and women’s tights (United States, Canada, Mexico, South America, Europe, Middle East and Asia, excluding Japan)
|
|
|
|
Onward Kashiyama Co. Ltd.
|
|
Men’s and women’s bridge apparel and women’s bridge handbags (Japan)
|
|
|
|
Peerless Delaware, Inc.
|
|
Men’s better and bridge tailored clothing (United States, Canada, Mexico and, on a non-exclusive basis, South America)
|
Licensing Partner
|
|
Product Category and Territory
|
|
|
|
American Sportswear S.A.
|
|
Men’s, women’s and children’s sportswear, accessories and
Hilfiger Denim
distribution (Central America and South America (excluding Brazil))
|
|
|
|
Aramis, Inc.
|
|
Fragrance, cosmetics, skincare products and toiletries (worldwide)
|
|
|
|
BASECO SA DE CV
|
|
Men’s, women’s and children’s sportswear, accessories (excluding footwear),
Hilfiger Denim
and
Tommy Girl
distribution (Mexico)
|
Dobotex International B.V.
|
|
Men’s, women’s and children’s socks (Europe)
|
Fishman and Tobin, Inc.
|
|
Boys’ and girls’ apparel (United States, Canada, Puerto Rico and Guam (Macy’s stores only))
|
|
|
|
TH India
*
|
|
Men’s, women’s and children’s sportswear, accessories and
Hilfiger Denim
distribution (India)
|
|
|
|
Marcraft Clothes, Inc.
|
|
Men’s tailored clothing (United States and Canada)
|
|
|
|
MBF Holdings LLC
|
|
Men’s and women’s footwear (United States and Canada)
|
|
|
|
Movado Group, Inc. & Swissam Products, Ltd.
|
|
Men’s and women’s watches and jewelry (worldwide, excluding Japan (except certain customers))
|
|
|
|
Revman International, Inc.
|
|
Bed and bedding accessories (United States, Canada and Mexico)
|
|
|
|
Safilo Group S.P.A.
|
|
Men’s, women’s and children’s eyeglasses and non-ophthalmic sunglasses (worldwide, excluding India)
|
|
|
|
SK Networks Co., Ltd.
|
|
Men’s, women’s and children’s sportswear and
Hilfiger Denim
distribution (South Korea)
|
|
|
|
Swank, Inc.
|
|
Men’s belts and small leather goods (United States, Canada and Mexico)
|
|
|
|
Tommy Hilfiger Asia-Pacific, Ltd.
|
|
Men’s, women’s and children’s sportswear and
Hilfiger Denim
distribution (Hong Kong, Macau, Malaysia, Singapore and Taiwan)
|
|
|
|
TH Asia Ltd.
*
|
|
Men’s, women’s and children’s sportswear and
Hilfiger Denim
distribution (China)
|
|
|
|
Tommy Hilfiger Australia PTY, Ltd.
|
|
Men’s and women’s sportswear and
Hilfiger Denim
distribution (Australia)
|
|
|
|
Tommy Hilfiger do Brasil S.A.
*
|
|
All products, other than fragrances, watches, eyewear, jewelry and home furnishings (Brazil)
|
Licensing Partner
|
|
Product Category and Territory
|
|
|
|
Arvind Ltd.
|
|
ARROW
men’s and women’s dresswear, sportswear and accessories (India, Middle East, Ethiopia, Maldives, Nepal, Sri Lanka and South Africa);
IZOD
men’s sportswear and accessories (India)
|
|
|
|
Clearvision Optical Company, Inc.
|
|
IZOD
men’s and children’s optical eyewear and related accessories (United States)
|
|
|
|
Cutie Pie Baby, Inc.
|
|
IZOD
newborn, infants’ and toddlers’ sportswear and outerwear;
IZOD
children’s outerwear (United States, Canada and Mexico)
|
|
|
|
ECCE
|
|
ARROW
men’s and women’s dresswear, sportswear and accessories (France, Switzerland and Andorra)
|
|
|
|
F&T Apparel LLC
|
|
Van Heusen
and
ARROW
boys’ dress furnishings and sportswear;
IZOD
boys’ sportswear;
IZOD
and
ARROW
boys’ and
girls’ school uniforms;
ARROW
men’s tailored clothing;
IZOD
boys’ tailored clothing (United States and Canada)
|
|
|
|
Gazal Apparel Pty Limited
|
|
Van Heusen
men’s dress furnishings, tailored clothing and accessories (Australia and New Zealand)
|
|
|
|
Harbor Wholesale, Ltd.
|
|
Bass
and
G.H. Bass & Co.
wholesale footwear (worldwide);
IZOD
footwear (United States)
|
|
|
|
Beijing Innovative Garments
|
|
ARROW
men’s dress furnishings, tailored clothing and sportswear (China)
|
|
|
|
Knothe Apparel Group, Inc.
|
|
IZOD
men’s and boys’ sleepwear and loungewear (United States and Canada)
|
|
|
|
Madura Garments
|
|
Van Heusen
men’s and women’s dresswear, sportswear and accessories (India and Middle East)
|
|
|
|
Manufacturas Interamericana S.A.
|
|
ARROW
men’s and women’s dresswear, sportswear and accessories (Chile, Peru, Argentina and Uruguay)
|
|
|
|
Fashion Company S.A.
|
|
Van Heusen
men’s dress furnishings, tailored clothing, sportswear and accessories;
IZOD
men’s and women’s sportswear and accessories (Chile and Peru)
|
|
|
|
Oracon Com. De Conf. LTDA
|
|
ARROW
men’s dresswear and sportswear (Brazil)
|
|
|
|
Peerless Delaware, Inc.
|
|
Van Heusen
and
IZOD
men’s tailored clothing (United States and Mexico)
|
|
|
|
Seidensticker Private Label GmbH
|
|
ARROW
men’s dress shirts, sport shirts and neckwear (Europe)
|
|
|
|
Thanulux Public Company, Ltd.
|
|
ARROW
men’s dress furnishings, tailored clothing, sportswear and accessories;
ARROW
women’s dresswear and sportswear (Thailand and Vietnam)
|
|
|
|
Van Dale Industries, Inc.
|
|
IZOD
women’s intimates and sleepwear (United States and Canada);
IZOD
women’s accessories (United States)
|
|
|
|
Weihai Dishang Fashion Brands Co., Ltd
|
|
IZOD
men’s and women’s sportswear and accessories (China)
|
•
|
Calvin Klein Collection
— our “halo” brand under which men’s and women’s high-end collection apparel and accessories are sold both in the United States and overseas.
|
•
|
ck Calvin Klein
—
our bridge brand, under which apparel and accessories are sold through specialty and department stores, as well as freestanding
ck Calvin Klein
stores in Europe and Asia.
|
•
|
Calvin Klein
— our white label “better” brand under which we sell men’s sportswear and license various other lines (including men’s and women’s footwear, handbags, women’s sportswear, dresses, men’s and women’s outerwear, accessories, and fragrance) and our
ck one
lifestyle brand.
|
•
|
Enhancing jeanswear design and improving coordination between design and in-country teams to address local market preferences;
|
•
|
Aligning merchandise and presentation to be consistent with the global brand positioning of
Calvin Klein
;
|
•
|
Optimizing product assortment across categories, channels and regions;
|
•
|
Transitioning the Warnaco businesses in North America and Europe to our existing processes, supply chain and systems to enhance fulfillment of wholesale orders; and
|
•
|
Creating a cohesive and consistent single brand message across categories, including sportswear, jeanswear, underwear and accessories.
|
•
|
Rebalancing the mix of distribution among the full price, off-price and club channels;
|
•
|
Leveraging our North American retail stores to better showcase jeans and underwear; and
|
•
|
Expanding category breadth, where appropriate.
|
•
|
Streamlining the cost structure within the existing jeanswear and underwear infrastructure in Europe;
|
•
|
Optimizing distribution mix by reducing distribution in the off-price channel;
|
•
|
Utilizing the Tommy Hilfiger matrix model to improve product placement and execution at wholesale and retail on a country/regional basis;
|
•
|
Improving the sales productivity by promoting the
Calvin Klein
lifestyle across Europe through more effective merchandising and marketing; and
|
•
|
Coordinating the European jeanswear and underwear strategy with the re-launch of the bridge wholesale business.
|
•
|
Continuing to grow retail square footage in China and Brazil;
|
•
|
Improving operating margins through improved execution and leveraging of expenses; and
|
•
|
Evaluating opportunities to leverage existing capabilities to introduce and/or accelerate growth of additional categories and brands.
|
•
|
Growing the business in product categories that we believe are currently underdeveloped in Europe, such as pants, outerwear, underwear, accessories and womenswear;
|
•
|
Expanding the bags and small leather goods business, which we acquired from our former licensee in 2010;
|
•
|
Developing a Tommy Hilfiger tailored division, a business we acquired from a licensee at the end of 2012;
|
•
|
Concentrating on the development of the business in underpenetrated markets where we believe there is growth potential, such as France, the United Kingdom, Scandinavia and Central and Eastern Europe (including Russia), through both our own retail expansion and increased wholesale sales, which we intend to support with increased advertising and marketing activities; and
|
•
|
Increasing
Tommy Hilfiger
’s presence in Europe through the opening of additional specialty and outlet retail stores (both by us and retail partners), including brand-promoting locations, such as those opened on Regent Street, London in 2012, Brompton Road, London in 2011, and the Champs-Élysées, Paris in 2010, and anchor stores in key shopping destinations worldwide, such as those opened in Frankfurt, Hamburg and Vienna since our acquisition of Tommy Hilfiger.
|
•
|
Enhancing our strategic alliance with Macy’s by leveraging our logistics capabilities and “preferred vendor” relationship with Macy’s, offering expanded merchandise assortments, adding and enhancing shop-in-shops in high-volume Macy’s stores, featuring
Tommy Hilfiger
products in Macy’s marketing campaigns and concentrating on brand enhancement and elevation through strategic marketing and investments in partnership with Macy’s;
|
•
|
Expanding product offerings by Tommy Hilfiger and its licensees in both the retail and wholesale channels;
|
•
|
Increasing
Tommy Hilfiger
’s overall presence and brand positioning through the opening of a limited number of specialty stores, as well as making focused capital improvements in our existing retail stores to improve image, presentation and productivity, and adding square footage in existing locations and opening new outlet stores, where appropriate;
|
•
|
Elevating the product presentation and improving the visibility and exposure of the
Tommy Hilfiger
brand at The Bay in Canada;
|
•
|
Investing in advertising and marketing initiatives, such as our well-received “The Hilfigers” marketing campaign, through TV, print and digital media, with an emphasis on growing our customer database and expanding our Hispanic marketing campaign; and
|
•
|
Enhancing our merchandising focus by delivering the right product regionally and offering an engaging store experience.
|
•
|
Leveraging Warnaco’s operational experience in Asia and Latin America to facilitate the growth of the Tommy Hilfiger business in these regions over time;
|
•
|
Capitalizing on opportunities to grow the Tommy Hilfiger business by repositioning the
Tommy Hilfiger
brand image to be more consistent throughout the world, and elevating the brand’s visibility and positioning, such as through the opening of our first Asian flagship store on Omotesando in Tokyo in April 2012, and introducing regional sizing, enhancing product offerings and adopting other initiatives targeted at local market needs;
|
•
|
Continuing the development of our joint ventures in China (operations started in August 2011), India (acquired interest in September 2011) and Brazil (operations started in January 2013) by expanding the brand’s retail footprint, enhancing product and increasing price points; and
|
•
|
Continuing a balanced strategy of acquiring licensees, distributors and franchisees where we believe we can achieve greater scale and success compared to our partners, while at the same time licensing businesses for product categories and markets when we believe experienced and/or local partners provide the best opportunity for success.
|
Name
|
|
Age
|
|
Position
|
|
Emanuel Chirico
|
|
55
|
|
|
Chairman and Chief Executive Officer
|
Michael A. Shaffer
|
|
50
|
|
|
Executive Vice President and Chief Operating & Financial Officer
|
Francis K. Duane
|
|
56
|
|
|
Chief Executive Officer, Heritage Brands and North America Wholesale
|
Paul Thomas Murry
|
|
62
|
|
|
Chief Executive Officer, Calvin Klein
|
Fred Gehring
|
|
58
|
|
|
Chief Executive Officer, Tommy Hilfiger and PVH International Operations
|
•
|
failure to implement our business plan for the combined business;
|
•
|
delays or difficulties in completing the integration of acquired companies or assets;
|
•
|
higher than expected costs, lower than expected cost savings and/or a need to allocate resources to manage unexpected operating difficulties;
|
•
|
unanticipated issues in integrating manufacturing, logistics, information, communications and other systems;
|
•
|
unanticipated changes in applicable laws and regulations;
|
•
|
unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;
|
•
|
retaining key customers, suppliers and employees;
|
•
|
retaining and obtaining required regulatory approvals, licenses and permits;
|
•
|
operating risks inherent in the acquired business and our business;
|
•
|
diversion of the attention and resources of management;
|
•
|
consumers’ failure to accept product offerings by us or our licensees;
|
•
|
assumption of liabilities not identified in due diligence;
|
•
|
the impact on our or an acquired business’ internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002; and
|
•
|
other unanticipated issues, expenses and liabilities.
|
•
|
realize the synergies, efficiencies and strategic rationale of the Warnaco acquisition;
|
•
|
continue to maintain and enhance the distinctive brand identities of the
Calvin Klein
and
Tommy Hilfiger
brands;
|
•
|
retain key employees at our Calvin Klein and Tommy Hilfiger businesses;
|
•
|
continue to maintain good working relationships with Calvin Klein’s and Tommy Hilfiger’s licensees;
|
•
|
continue to enter into new (or renew or extend existing) licensing agreements for the
Calvin Klein
and
Tommy Hilfiger
brands; and
|
•
|
continue to strengthen and expand the Calvin Klein and Tommy Hilfiger businesses.
|
•
|
requiring a substantial portion of our cash flows from operations be used for the payment of interest on our debt, thereby reducing the funds available to us for our operations or other capital needs;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate because our available cash flow after paying principal and interest on our debt may not be sufficient to make the capital and other expenditures necessary to address these changes;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower earnings and cash flow, we will be required to devote a proportionally greater amount of our cash flow to paying principal and interest on our debt;
|
•
|
limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, acquisitions, contributions to our pension plans and general corporate requirements;
|
•
|
placing us at a competitive disadvantage to other relatively less leveraged competitors that have more cash flow available to fund working capital, capital expenditures, acquisitions, contributions to pension plans and general corporate requirements; and
|
•
|
with respect to any borrowings we make at variable interest rates, including under our senior secured credit facility, leaving us vulnerable to increases in interest rates generally.
|
•
|
political or labor instability in countries where contractors and suppliers are located;
|
•
|
political or military conflict involving any of the countries in which we operate, which could cause a delay in the transportation of our products and raw materials to us and an increase in transportation costs;
|
•
|
heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands;
|
•
|
a significant decrease in availability or increase in cost of raw materials or the inability to use raw materials produced in a country that is a major provider due to political, human rights, labor, environmental, animal cruelty or other concerns;
|
•
|
a significant decrease in factory and shipping capacity;
|
•
|
a significant increase in wage and shipping costs;
|
•
|
disease epidemics and health-related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;
|
•
|
migration and development of manufacturers, which could affect where our products are or are planned to be produced;
|
•
|
imposition of regulations, quotas and safeguards relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed;
|
•
|
imposition of duties, taxes and other charges on imports;
|
•
|
a significant fluctuation of the value of the United States dollar against foreign currencies; and
|
•
|
restrictions on transfers of funds out of countries where our foreign licensees are located.
|
•
|
the location of the mall or the location of a particular store within the mall;
|
•
|
the other tenants occupying space at the mall;
|
•
|
increased competition in areas where the outlet malls are located; and
|
•
|
the amount of advertising and promotional dollars spent on attracting consumers to the malls.
|
•
|
anticipating and responding to changing consumer tastes and demands in a timely manner and developing attractive, quality products;
|
•
|
maintaining favorable brand recognition;
|
•
|
appropriately pricing products and creating an acceptable value proposition for customers;
|
•
|
providing strong and effective marketing support;
|
•
|
ensuring product availability and optimizing supply chain efficiencies with third-party manufacturers and retailers; and
|
•
|
obtaining sufficient retail floor space and effective presentation of our products at retail.
|
Location
|
Use
|
Ownership
Status
|
|
Approximate
Area in
Square Feet
|
|
New York, New York
|
Corporate, apparel and footwear administrative offices and showrooms
|
Leased
|
|
209,000
|
|
New York, New York
|
Tommy Hilfiger administrative offices and showrooms
|
Leased
|
|
252,000
|
|
New York, New York
|
Calvin Klein administrative offices and showrooms
|
Leased
|
|
183,000
|
|
Bridgewater, New Jersey
|
Corporate, finance and retail administrative offices
|
Leased
|
|
234,000
|
|
Amsterdam, The Netherlands
|
Tommy Hilfiger administrative offices, warehouse and showrooms
|
Leased
|
|
242,000
|
|
McDonough, Georgia
|
Warehouse and distribution center
|
Leased
|
|
851,000
|
|
Venlo/Tegelen, The Netherlands
|
Warehouse and distribution centers
|
Leased
|
|
780,000
|
|
Jonesville, North Carolina
|
Warehouse and distribution center
|
Owned
|
|
747,000
|
|
Chattanooga, Tennessee
|
Warehouse and distribution center
|
Owned
|
|
451,000
|
|
Reading, Pennsylvania
|
Warehouse and distribution center
|
Owned
|
|
410,000
|
|
Los Angeles, California
|
Warehouse and neckwear manufacturing facility
|
Leased
|
|
200,000
|
|
Brinkley, Arkansas
|
Warehouse and distribution center
|
Owned
|
|
112,000
|
|
Hong Kong, China
|
Corporate administrative offices
|
Leased
|
|
68,000
|
|
Urayasu-shi, Japan
|
Warehouse and distribution center
|
Leased
|
|
59,000
|
|
Dusseldorf, Germany
|
Tommy Hilfiger showrooms
|
Leased
|
|
57,000
|
|
Trento, Italy
|
Calvin Klein administrative offices and warehouse
|
Leased
|
|
44,000
|
|
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
|
|||||
October 29, 2012
|
|
|
|
|
|
|
|
|
|||||
November 25, 2012
|
|
70
|
|
|
$
|
102.52
|
|
|
—
|
|
|
—
|
|
November 26, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30, 2012
|
|
210
|
|
|
96.80
|
|
|
—
|
|
|
—
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 3, 2013
|
|
15
|
|
|
93.90
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
295
|
|
|
$
|
98.01
|
|
|
—
|
|
|
—
|
|
(1)
|
Our 2006 Stock Incentive Plan provides us with the right to deduct or withhold, or require employees to remit to us, an amount sufficient to satisfy any applicable tax withholding requirements applicable to stock-based compensation awards. To the extent permitted, employees may elect to satisfy all or part of such withholding requirements by tendering previously owned shares or by having us withhold shares having a fair market value equal to the minimum statutory tax withholding rate that could be imposed on the transaction. All shares shown in this table were withheld during the fourth quarter of 2012 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements.
|
|
2012
|
|
2011
|
|
2010
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Net sales
|
$
|
5,540.8
|
|
|
$
|
5,410.0
|
|
|
$
|
4,219.7
|
|
Royalty revenue
|
370.0
|
|
|
356.0
|
|
|
306.7
|
|
|||
Advertising and other revenue
|
132.2
|
|
|
124.6
|
|
|
110.4
|
|
|||
Total revenue
|
6,043.0
|
|
|
5,890.6
|
|
|
4,636.8
|
|
|||
Gross profit
|
3,249.2
|
|
|
3,055.9
|
|
|
2,422.0
|
|
|||
% of total revenue
|
53.8
|
%
|
|
51.9
|
%
|
|
52.2
|
%
|
|||
Selling, general and administrative expenses
|
2,594.3
|
|
|
2,549.9
|
|
|
2,071.8
|
|
|||
% of total revenue
|
42.9
|
%
|
|
43.3
|
%
|
|
44.7
|
%
|
|||
Debt modification and extinguishment costs
|
—
|
|
|
16.2
|
|
|
6.7
|
|
|||
Other loss
|
—
|
|
|
—
|
|
|
140.5
|
|
|||
Equity in income of unconsolidated affiliates
|
5.4
|
|
|
1.4
|
|
|
—
|
|
|||
Income before interest and taxes
|
660.4
|
|
|
491.2
|
|
|
203.0
|
|
|||
Interest expense
|
118.7
|
|
|
129.4
|
|
|
128.6
|
|
|||
Interest income
|
1.5
|
|
|
1.3
|
|
|
1.7
|
|
|||
Income before taxes
|
543.1
|
|
|
363.1
|
|
|
76.2
|
|
|||
Income tax expense
|
109.3
|
|
|
87.4
|
|
|
21.8
|
|
|||
Net income
|
$
|
433.8
|
|
|
$
|
275.7
|
|
|
$
|
54.4
|
|
•
|
The aggregate addition of $154.1 million of net sales attributable to growth in our Tommy Hilfiger North America and Tommy Hilfiger International segments. Within the Tommy Hilfiger North America segment, net sales increased 10%, principally driven by retail comparable store sales growth of 10%. Net sales in the Tommy Hilfiger International segment increased 2%, including a negative impact of approximately $110 million, or 6%, related to foreign currency translation. European retail comparable store sales grew 11% and the European wholesale business exhibited strong growth, but these increases were partially offset by continued weakness in Japan, where we are currently in the process of strategically repositioning and investing in the brand.
|
•
|
The addition of $87.1 million of net sales attributable to growth in our Other (Calvin Klein Apparel) segment, driven by (i) a 12% increase in the North American Calvin Klein retail business, which was due to new store openings, store expansions and a 5% increase in comparable store sales; and (ii) a 16% increase in the North American wholesale business.
|
•
|
The aggregate reduction of $99.6 million in net sales attributable to our Heritage Brand Wholesale Dress Furnishings, Heritage Brand Wholesale Sportswear and Heritage Brand Retail segments. Comparable store sales in the Heritage Brand Retail segment were relatively flat as compared to the prior year period, while sales in the Heritage Brand Wholesale Sportswear segment decreased 13%, due principally to the negative impact of approximately $100 million related to the exited sportswear businesses, partially offset by strong growth in our ongoing sportswear businesses in the second half of the year. The Heritage Brand Wholesale Dress Furnishings segment experienced a 7% decrease due primarily to a reduction in dress furnishings sales to J.C. Penney.
|
•
|
The addition of $433.7 million and $267.6 million of first quarter net sales in our Tommy Hilfiger International and Tommy Hilfiger North America segments, respectively, as the acquisition of Tommy Hilfiger was not completed until the second quarter of 2010.
|
•
|
The addition of $262.2 million and $116.6 million, attributable to second through fourth quarter growth in the Tommy Hilfiger International and Tommy Hilfiger North America segments, respectively. This increase was driven by low double-digit growth in the European wholesale division, combined with retail comparable store sales growth of 10% and 14% for our Tommy Hilfiger International and Tommy Hilfiger North America retail businesses, respectively. Also contributing to the revenue increase was a net benefit of approximately $55 million in our Tommy Hilfiger International segment related to foreign currency translation.
|
•
|
The addition of $85.1 million of net sales attributable to growth in our Other (Calvin Klein Apparel) segment, as our Calvin Klein retail business posted a 16% increase in comparable store sales in 2011 and the wholesale business experienced low double-digit growth.
|
•
|
The addition of $41.0 million of sales attributable to growth in our Heritage Brand Wholesale Dress Furnishings segment.
|
•
|
The addition of $7.9 million of sales attributable to growth in our Heritage Brand Retail segment, due principally to a 2% increase in retail comparable stores sales in 2011.
|
•
|
The addition of $7.5 million of net sales attributable to growth in our Calvin Klein Licensing segment.
|
•
|
The reduction of $31.2 million of sales attributable to our Heritage Brand Wholesale Sportswear segment, which was driven particularly by decreases in the Timberland division, which we exited in 2012, and the Izod division.
|
|
2012
|
|
2011
|
|
2010
|
|||
Components of revenue:
|
|
|
|
|
|
|||
Net sales
|
91.7
|
%
|
|
91.8
|
%
|
|
91.0
|
%
|
Royalty, advertising and other revenue
|
8.3
|
%
|
|
8.2
|
%
|
|
9.0
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit as a % of total revenue
|
53.8
|
%
|
|
51.9
|
%
|
|
52.2
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
SG&A expenses
|
$
|
2,594.3
|
|
|
$
|
2,549.9
|
|
|
$
|
2,071.8
|
|
% of total revenue
|
42.9
|
%
|
|
43.3
|
%
|
|
44.7
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Income tax expense
|
$
|
109.3
|
|
|
$
|
87.4
|
|
|
$
|
21.8
|
|
Income tax expense as a % of pre-tax income
|
20.1
|
%
|
|
24.1
|
%
|
|
28.6
|
%
|
(dollars in millions)
|
February 3, 2013
|
|
January 29, 2012
|
||||
Short-term borrowings
|
$
|
10.8
|
|
|
$
|
13.0
|
|
Current portion of long-term debt
|
88.0
|
|
|
70.0
|
|
||
Capital lease obligations
|
31.1
|
|
|
26.8
|
|
||
Long-term debt
|
2,211.6
|
|
|
1,832.9
|
|
||
Stockholders’ equity
|
3,252.6
|
|
|
2,715.4
|
|
|
|
Term Loan
|
||||
|
|
A
|
|
B
|
||
Borrowings on February 13, 2013
|
|
$1,700,000,000
|
|
$1,375,000,000
|
||
|
|
|
|
|
||
Percentage required to be repaid for the annual period ending March 31:
|
|
|
|
|
||
2014
|
|
5
|
%
|
|
1
|
%
|
2015
|
|
5
|
%
|
|
1
|
%
|
2016
|
|
7.5
|
%
|
|
1
|
%
|
2017
|
|
10
|
%
|
|
1
|
%
|
2018
|
|
72.5
|
%
|
|
1
|
%
|
2019
|
|
|
|
1
|
%
|
|
2020
|
|
|
|
94
|
%
|
•
|
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, or lease all or substantially all of our assets.
|
|
|
Payments Due by Period
(1)
|
||||||||||||||||||
Description
|
|
Total
Obligations
|
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
Thereafter
|
||||||||||
(dollars in millions)
|
|
|
||||||||||||||||||
Long-term debt
(2)
|
|
$
|
2,300.0
|
|
|
$
|
88.0
|
|
|
$
|
472.0
|
|
|
$
|
340.0
|
|
|
$
|
1,400.0
|
|
Interest payments on long-term debt
|
|
810.6
|
|
|
114.0
|
|
|
210.1
|
|
|
171.9
|
|
|
314.6
|
|
|||||
Short-term borrowings
|
|
10.8
|
|
|
10.8
|
|
|
|
|
|
|
|
||||||||
Operating and capital leases
(3)
|
|
1,836.3
|
|
|
318.0
|
|
|
518.9
|
|
|
400.5
|
|
|
598.9
|
|
|||||
Inventory purchase commitments
(4)
|
|
799.5
|
|
|
799.5
|
|
|
|
|
|
|
|
||||||||
Minimum contractual royalty payments
(5)
|
|
78.2
|
|
|
17.4
|
|
|
25.4
|
|
|
18.2
|
|
|
17.2
|
|
|||||
Non-qualified supplemental defined benefit plans
(6)
|
|
18.9
|
|
|
2.0
|
|
|
3.9
|
|
|
3.2
|
|
|
9.8
|
|
|||||
Sponsorship payments
(7)
|
|
20.4
|
|
|
10.7
|
|
|
6.8
|
|
|
2.9
|
|
|
|
||||||
Other contractual obligations
(8)
|
|
14.4
|
|
|
14.4
|
|
|
|
|
|
|
|
||||||||
Total contractual cash obligations
|
|
$
|
5,889.1
|
|
|
$
|
1,374.8
|
|
|
$
|
1,237.1
|
|
|
$
|
936.7
|
|
|
$
|
2,340.5
|
|
(1)
|
Our contractual obligations have materially changed subsequent to the end of 2012 as a result of the Warnaco acquisition. Please refer to the discussion above in this “Liquidity and Capital Resources” section for a description of new debt obligations that were incurred in connection with the financing of the acquisition.
|
(2)
|
At
February 3, 2013
, we had outstanding $560.0 million under a senior secured term loan A facility and $340.0 million under a senior secured term loan B facility, which require mandatory payments through May 6, 2016 (according to the mandatory repayment schedules and prior to the termination and replacement of these facilities, as discussed above), $600.0 million of 7 3/8% senior unsecured notes due May 15, 2020, $700.0 million of 4 1/2% senior unsecured notes due December 15, 2022 and $100.0 million of 7 3/4% debentures due November 15, 2023. Interest on the senior secured term loans was payable quarterly and interest on the senior unsecured notes and debentures is payable semi-annually.
|
(3)
|
Includes retail store, warehouse, showroom, office and equipment operating leases, as well as capital leases. Retail store operating leases generally provide for payment of direct operating costs in addition to rent. The obligation amounts listed include future minimum lease payments and exclude such direct operating costs. Please refer to Note 14, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
|
(4)
|
Represents contractual commitments for goods on order and not received or paid for as of
February 3, 2013
. Substantially all of these goods are expected to be received and the related payments are expected to be made within six months of our year end. This amount does not include foreign currency exchange forward contracts that we have entered into to manage our exposure to exchange rate changes with respect to certain of these purchases. Please refer to Note 8, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
|
(5)
|
Our minimum contractual royalty payments arise under numerous license agreements we have with third parties, each of which has different royalty rates and terms. Agreements typically require us to make minimum payments to the licensors of the licensed trademarks based on expected or required minimum levels of sales of licensed products, as well as additional royalty payments when our sales exceed such minimum sales. Certain of our license agreements require that we pay a specified percentage of net sales to the licensor for advertising and promotion of the licensed products, with no minimum amount required to be paid. These amounts, as well as any advertising spending requirements, are excluded from the minimum contractual royalty payments shown in the table. There is no guarantee that we will exceed the minimum payments under any of these license agreements. However, given our projected sales levels for products covered under these agreements, we currently anticipate that future payments required under our license agreements on an aggregate basis will exceed the contractual minimums shown in the table.
|
(6)
|
We have an unfunded non-qualified supplemental defined benefit plan covering two current and 16 retired executives under which the participants will receive a predetermined amount during the 10 years following the attainment of age
|
(7)
|
Represents payment obligations for sponsorships. We have agreements relating to our sponsorship of the Barclay’s Center, the 2014 Super Bowl Host Committee and certain professional sports teams and athletes and other similar sponsorships.
|
(8)
|
Represents amounts payable in connection with Tommy Hilfiger’s acquisition of a licensee’s business in Japan prior to our acquisition of Tommy Hilfiger, which obligations we assumed as of the effective date of our acquisition of Tommy Hilfiger.
|
(a)(1)
|
See page F-1 for a listing of the consolidated financial statements included in Item 8 of this report.
|
(a)(2)
|
See page F-1 for a listing of consolidated financial statement schedules submitted as part of this report.
|
(a)(3)
|
The following exhibits are included in this report:
|
Exhibit
Number
|
|
||
2.1
|
|
Stock Purchase Agreement, dated December 17, 2002, among Phillips-Van Heusen Corporation, Calvin Klein, Inc., Calvin Klein (Europe), Inc., Calvin Klein (Europe II) Corp., Calvin Klein Europe S.r.l., CK Service Corp., Calvin Klein, Barry Schwartz, Trust for the Benefit of the Issue of Calvin Klein, Trust for the Benefit of the Issue of Barry Schwartz, Stephanie Schwartz-Ferdman and Jonathan Schwartz (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 20, 2002). The registrant agrees to furnish supplementally a copy of any omitted schedules to the Commission upon request.
|
|
|
|
|
|
2.2
|
|
Purchase Agreement, dated as of March 15, 2010, by and among Tommy Hilfiger Corporation, Tommy Hilfiger B.V., Tommy Hilfiger Holding S.á.r.l, Stichting Administratiekantoor Elmira, Phillips-Van Heusen Corporation, Prince 2 B.V. and, solely for the purpose of certain sections thereof, Asian and Western Classics B.V. (incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q, filed June 10, 2010). The registrant agrees to furnish supplementally a copy of any omitted schedules to the Commission upon request.
|
|
|
|
||
2.3
|
|
Agreement and Plan of Merger, dated as of October 29, 2012, by and among The Warnaco Group, Inc., PVH Corp. and Wand Acquisition Corp. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on November 2, 2012).
|
|
|
|
|
|
3.1
|
|
Certificate of Incorporation (incorporated by reference to Exhibit 5 to our 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 our 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 our 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 our 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 our 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 our 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 our 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 our 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 our 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 April 17, 2003 (incorporated by reference to Exhibit 3.9 to our 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 our 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 our 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 our 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 our 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 our 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 our 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 our 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 our 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 our Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|
|
|
4.3
|
|
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 our Quarterly Report on Form 10-Q for the period ended May 2, 2010).
|
|
|
|
4.4
|
|
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 our Quarterly Report on Form 10-Q for the period ended May 2, 2010).
|
|
|
|
4.5
|
|
Stockholders Agreement, dated as of May 6, 2010, by and among Phillips-Van Heusen Corporation, Tommy Hilfiger Holding S.a.r.l, Stichting Administratiekantoor Elmira, Apax Europe VI-A, L.P., Apax Europe VI-1, L.P. and Apax US VII, L.P. (incorporated by reference to Exhibit 4.11 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010); Amendment to Stockholders Agreement, dated as of June 8, 2010 to Stockholders Agreement, dated as of May 6, 2010, by and among Phillips-Van Heusen Corporation, Tommy Hilfiger Holding S.a.r.l, Stichting Administratiekantoor Elmira, Apax Europe VI-A, L.P., Apax Europe VI-1, L.P. and Apax US VII, L.P. (incorporated by reference to Exhibit 4.12 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|
|
|
4.6
|
|
Stockholders Agreement, dated as of May 6, 2010, by and among Phillips-Van Heusen Corporation, LNK Partners, L.P. and LNK Partners (Parallel), L.P. (incorporated by reference to Exhibit 4.13 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|
|
|
4.7
|
|
Stockholder Agreement, dated as of May 6, 2010, by and between Phillips-Van Heusen Corporation and MSD Brand Investments, LLC. (incorporated by reference to Exhibit 4.14 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|
|
|
4.8
|
|
Indenture, dated as of May 6, 2010, between Phillips-Van Heusen Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.15 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|
|
|
+4.9
|
|
First Supplemental Indenture, dated as of November 8, 2012, to Indenture dated as of May 6, 2010, between PVH Corp. (formally known as “Phillips-Van Heusen Corporation”) and U.S. Bank National Association, as Trustee.
|
|
|
|
4.10
|
|
Indenture, dated as of December 20, 2012, between PVH Corp. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on December 20, 2012).
|
|
|
|
*10.1
|
|
Phillips-Van Heusen Corporation Capital Accumulation Plan (incorporated by reference to our Current Report on Form 8-K, filed on January 16, 1987); Phillips-Van Heusen Corporation Amendment to Capital Accumulation Plan (incorporated by reference to Exhibit 10(n) to our Annual Report on Form 10-K for the fiscal year ended February 2, 1987); Form of Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to individual participants (incorporated by reference to Exhibit 10(1) to our Annual Report on Form 10-K for the fiscal year ended January 31, 1988); Form of Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to individual participants (incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q for the period ended October 29, 1995).
|
*10.2
|
|
Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan, dated January 1, 1991, as amended and restated effective as of January 1, 2005 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended November 4, 2007).
|
|
|
|
*10.3
|
|
Phillips-Van Heusen Corporation Supplemental Savings Plan, effective as of January 1, 1991 and amended and restated effective as of January 1, 2005 (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended November 4, 2007).
|
|
|
|
*10.4
|
|
Phillips-Van Heusen Corporation 1997 Stock Option Plan, effective as of April 29, 1997, as amended through September 21, 2006 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended October 29, 2006).
|
|
|
|
*10.5
|
|
Phillips-Van Heusen Corporation 1997 Stock Option Plan option certificate (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the fiscal year ended January 30, 2005).
|
|
|
|
*10.6
|
|
Phillips-Van Heusen Corporation 2000 Stock Option Plan, effective as of April 27, 2000, as amended through September 21, 2006 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended October 29, 2006).
|
|
|
|
*10.7
|
|
Phillips-Van Heusen Corporation 2000 Stock Option Plan option certificate (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended January 30, 2005).
|
|
|
|
*10.8
|
|
Phillips-Van Heusen Corporation 2003 Stock Option Plan, effective as of May 1, 2003, as amended through September 21, 2006 (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended October 29, 2006).
|
|
|
|
*10.9
|
|
Phillips-Van Heusen Corporation 2003 Stock Option Plan option certificate (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the fiscal year ended January 30, 2005).
|
|
|
|
*10.10
|
|
Second Amended and Restated Employment Agreement, dated as of December 23, 2008, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); First Amendment to Second Amended and Restated Employment Agreement, dated as of January 29, 2010, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 2, 2010); Second Amendment to Second Amended and Restated Employment Agreement, dated as of May 27, 2010, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010); Third Amendment to Second Amended and Restated Employment Agreement, dated January 28, 2011, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed January 28, 2011).
|
|
|
|
*10.11
|
|
Second Amended and Restated Employment Agreement, dated as of December 23, 2008, between Phillips-Van Heusen Corporation and Francis K. Duane (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); First Amendment to Second Amended and Restated Employment Agreement, dated as of January 29, 2010, between Phillips-Van Heusen Corporation and Francis K. Duane (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended May 2, 2010); Second Amendment to Second Amended and Restated Employment Agreement, dated January 28, 2011, between Phillips-Van Heusen Corporation and Francis K. Duane (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed January 28, 2011).
|
|
|
|
*10.12
|
|
Second Amended and Restated Employment Agreement, dated as of December 23, 2008, between Phillips-Van Heusen Corporation and P. Thomas Murry (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); First Amendment to Second Amended and Restated Employment Agreement, dated as of January 29, 2010, between Calvin Klein, Inc. and Paul Thomas Murry (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended May 2, 2010); Second Amendment to Second Amended and Restated Employment Agreement, dated January 28, 2011, between Calvin Klein, Inc. and Paul Thomas Murry (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed January 28, 2011).
|
|
|
|
*10.13
|
|
Second Amended and Restated Employment Agreement, dated as of December 23, 2008, between Phillips-Van Heusen Corporation and Michael Shaffer (incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); First Amendment to Second Amended and Restated Employment Agreement, dated January 28, 2011, between Phillips-Van Heusen Corporation and Michael Shaffer (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed January 28, 2011).
|
|
|
|
10.14
|
|
Stock Purchase Agreement, dated as of December 20, 2005, by and among Warnaco, Inc., Fingen Apparel N.V., Fingen S.p.A., Euro Cormar S.p.A. and Calvin Klein, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 22, 2005).
|
|
|
|
*10.15
|
|
PVH Corp. Performance Incentive Bonus Plan, as amended and restated effective April 26, 2012 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended April 29, 2012).
|
|
|
|
*10.16
|
|
PVH Corp. Long-Term Incentive Plan, as amended and restated effective April 26, 2012 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended April 29, 2012).
|
|
|
|
*10.17
|
|
PVH Corp. 2006 Stock Incentive Plan, as amended and restated effective April 26, 2012 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 25, 2012).
|
|
|
|
*10.18
|
|
Form of Stock Option Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on June 16, 2006); Revised Form of Stock Option Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the period ended May 6, 2007).
|
|
|
|
*10.19
|
|
Form of Stock Option Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on April 11, 2007); Revised Form of Stock Option Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended May 6, 2007).
|
|
|
|
*10.20
|
|
Form of Restricted Stock Unit Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on April 11, 2007); Revised Form of Restricted Stock Unit Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended May 6, 2007); Revised Form of Restricted Stock Unit Award Agreement for Employees under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of July 1, 2008 (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended August 3, 2008); Revised Form of Restricted Stock Unit Award Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of September 24, 2008 (incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009).
|
|
|
|
*10.21
|
|
Restricted Stock Unit Award Agreement, dated July 1, 2008, between Phillips-Van Heusen Corporation and Allen Sirkin (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on July 3, 2008).
|
|
|
|
*10.22
|
|
Form of Restricted Stock Unit Award Agreement for Special Grants to Allen Sirkin (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009).
|
|
|
|
*10.23
|
|
Form of Amendment to Outstanding Restricted Stock Unit Award Agreements with Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, dated November 19, 2008 (incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009).
|
|
|
|
*10.24
|
|
Form of Performance Share Award Agreement under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 8, 2007); Revised Form of Performance Share Award Agreement under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of April 30, 2008 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended May 4, 2008); Revised Form of Performance Share Award Agreement under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of December 16, 2008 (incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); Revised Form of Performance Share Award Agreement under the PVH Corp. 2006 Stock Incentive Plan, effective as of April 25, 2012 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended April 29, 2012).
|
|
|
|
*10.25
|
|
Revised Form of Restricted Stock Unit Award Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of July 1, 2008 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the period ended August 3, 2008); Revised Form of Restricted Stock Unit Award Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of September 24, 2008 (incorporated by reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); Revised Form of Restricted Stock Unit Award Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of June 24, 2010 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
*10.26
|
|
Form of Amendment to Outstanding Restricted Stock Unit Award Agreements with Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, dated November 19, 2008 (incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009).
|
|
|
|
*10.27
|
|
Form of Restricted Stock Unit Agreement between Phillips-Van Heusen and Emanuel Chirico (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed on July 1, 2009).
|
|
|
|
10.28
|
|
Credit and Guaranty Agreement, dated as of May 6, 2010, among Phillips-Van Heusen Corporation, Tommy Hilfiger B.V., certain subsidiaries of Phillips-Van Heusen Corporation, Barclays Bank PLC as Administrative Agent and Collateral Agent, Barclays Capital as Joint Lead Arranger and Joint Lead Bookrunner, Deutsche Bank Securities Inc. as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, Banc of America Securities LLC as Joint Lead Bookrunner and Co-Documentation Agent, Credit Suisse Securities (USA) LLC as Joint Lead Bookrunner and Co-Documentation Agent, and RBC Capital Markets as Joint Lead Bookrunner and Co-Documentation Agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q/A for the period ended August 1, 2010 filed on October 29, 2010); First Amendment to Credit and Guaranty Agreement, dated as of July 26, 2010 to Credit and Guaranty Agreement, dated as of May 6, 2010, among Phillips-Van Heusen Corporation, Tommy Hilfiger B.V., certain subsidiaries of Phillips-Van Heusen Corporation, Barclays Bank PLC as Administrative Agent and Collateral Agent, Barclays Capital as Joint Lead Arranger and Joint Lead Bookrunner, Deutsche Bank Securities Inc. as Joint Lead Arranger, Joint Lead Bookrunner and Syndication Agent, Banc of America Securities LLC as Joint Lead Bookrunner and Co-Documentation Agent, Credit Suisse Securities (USA) LLC as Joint Lead Bookrunner and Co-Documentation Agent, and RBC Capital Markets as Joint Lead Bookrunner and Co-Documentation Agent (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010). **
|
|
|
|
10.29
|
|
Amended and Restated Credit and Guaranty Agreement, dated as of March 2, 2011, among Phillips-Van Heusen Corporation, Tommy Hilfiger B.V., certain subsidiaries of Phillips-Van Heusen Corporation, the lenders party thereto, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Deutsche Bank Securities Inc., as Syndication Agent, and Bank of America, N.A., Credit Suisse Securities (USA) LLC and Royal Bank of Canada, as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended May 1, 2011, filed on February 2, 2012).***
|
|
|
|
*10.30
|
|
Schedule of Non-Management Directors’ Fees, effective June 21, 2012 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended July 29, 2012).
|
|
|
|
*10.31
|
|
Employment Agreement, dated as of May 6, 2010, between Tommy Hilfiger Group, B.V. and Fred Gehring (incorporated by reference to Exhibit 10.47 to our Annual Report on Form 10-K for the fiscal year ended January 30, 2011); Addendum to Employment Agreement, dated as of December 31, 2010, between Tommy Hilfiger Group, B.V. and Fred Gehring (incorporated by reference to Exhibit 10.48 to our Annual Report on Form 10-K for the fiscal year ended January 30, 2011).
|
|
|
|
+18
|
|
Letter of Independent Registered Public Accounting Firm Regarding Change in Accounting Principle
|
|
|
|
+21
|
|
PVH Corp. Subsidiaries.
|
|
|
|
+23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
+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
|
+
|
Filed or furnished herewith.
|
*
|
Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.
|
**
|
Certain Confidential Information contained in this Exhibit was omitted, pursuant to the grant of confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, by means of redacting portions of the text and replacing each of the redacted portions with an asterisk. A complete copy of this Exhibit has been previously filed separately with the Secretary of the Securities and Exchange Commission without the redaction.
|
***
|
Certain Confidential Information contained in this exhibit was omitted, pursuant to a request for confidential treatment.
|
(b)
|
Exhibits: See (a)(3) above for a listing of the exhibits included as part of this report.
|
(c)
|
Financial Statement Schedules: See page F-1 for a listing of the consolidated financial statement schedules submitted as part of this report.
|
|
PVH CORP.
|
|
|
|
|
|
By:
|
/s/ EMANUEL CHIRICO
|
|
|
Emanuel Chirico
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ EMANUEL CHIRICO
|
Chairman and Chief Executive Officer
|
April 3, 2013
|
Emanuel Chirico
|
(Principal Executive Officer)
|
|
|
|
|
/s/ MICHAEL SHAFFER
|
Executive Vice President and Chief Operating &
|
April 3, 2013
|
Michael Shaffer
|
Financial Officer (Principal Financial Officer)
|
|
|
|
|
/s/ BRUCE GOLDSTEIN
|
Senior Vice President and Controller
|
April 3, 2013
|
Bruce Goldstein
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ FRED GEHRING
|
Chief Executive Officer, Tommy Hilfiger and
|
April 3, 2013
|
Fred Gehring
|
PVH International Operations and Director
|
|
|
|
|
/s/ MARY BAGLIVO
|
Director
|
April 3, 2013
|
Mary Baglivo
|
||
|
|
|
/s/ JUAN FIGUEREO
|
Director
|
April 3, 2013
|
Juan Figuereo
|
||
|
|
|
/s/ JOSEPH B. FULLER
|
Director
|
April 3, 2013
|
Joseph B. Fuller
|
||
|
|
|
/s/ MARGARET L. JENKINS
|
Director
|
April 3, 2013
|
Margaret L. Jenkins
|
||
|
|
|
/s/ BRUCE MAGGIN
|
Director
|
April 3, 2013
|
Bruce Maggin
|
||
|
|
|
/s/ V. JAMES MARINO
|
Director
|
April 3, 2013
|
V. James Marino
|
||
|
|
|
/s/ HELEN MCCLUSKEY
|
Director
|
April 3, 2013
|
Helen McCluskey
|
||
|
|
|
/s/ HENRY NASELLA
|
Director
|
April 3, 2013
|
Henry Nasella
|
||
|
|
|
/s/ RITA M. RODRIGUEZ
|
Director
|
April 3, 2013
|
Rita M. Rodriguez
|
||
|
|
|
/s/ CRAIG RYDIN
|
Director
|
April 3, 2013
|
Craig Rydin
|
15(a)(1) The following consolidated financial statements and supplementary data are included in Item 8 of this report:
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
15(a)(2) The following consolidated financial statement schedule is included herein:
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
$
|
5,540,821
|
|
|
$
|
5,410,028
|
|
|
$
|
4,219,739
|
|
Royalty revenue
|
370,019
|
|
|
356,035
|
|
|
306,708
|
|
|||
Advertising and other revenue
|
132,159
|
|
|
124,561
|
|
|
110,401
|
|
|||
Total revenue
|
6,042,999
|
|
|
5,890,624
|
|
|
4,636,848
|
|
|||
Cost of goods sold
|
2,793,769
|
|
|
2,834,735
|
|
|
2,214,897
|
|
|||
Gross profit
|
3,249,230
|
|
|
3,055,889
|
|
|
2,421,951
|
|
|||
Selling, general and administrative expenses
|
2,594,315
|
|
|
2,549,850
|
|
|
2,071,781
|
|
|||
Debt modification and extinguishment costs
|
—
|
|
|
16,233
|
|
|
6,650
|
|
|||
Other loss
|
—
|
|
|
—
|
|
|
140,490
|
|
|||
Equity in income of unconsolidated affiliates, net
|
5,447
|
|
|
1,367
|
|
|
—
|
|
|||
Income before interest and taxes
|
660,362
|
|
|
491,173
|
|
|
203,030
|
|
|||
Interest expense
|
118,747
|
|
|
129,355
|
|
|
128,561
|
|
|||
Interest income
|
1,497
|
|
|
1,267
|
|
|
1,739
|
|
|||
Income before taxes
|
543,112
|
|
|
363,085
|
|
|
76,208
|
|
|||
Income tax expense
|
109,272
|
|
|
87,388
|
|
|
21,831
|
|
|||
Net income
|
$
|
433,840
|
|
|
$
|
275,697
|
|
|
$
|
54,377
|
|
Basic net income per common share
|
$
|
5.98
|
|
|
$
|
3.86
|
|
|
$
|
0.83
|
|
Diluted net income per common share
|
$
|
5.87
|
|
|
$
|
3.78
|
|
|
$
|
0.81
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
433,840
|
|
|
$
|
275,697
|
|
|
$
|
54,377
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax expense (benefit) of $469, $(1,070) and $(149)
|
86,492
|
|
|
(82,062
|
)
|
|
147,574
|
|
|||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(338), $(344) and $(310)
|
(542
|
)
|
|
(535
|
)
|
|
(578
|
)
|
|||
Net unrealized and realized (loss) gain on effective hedges, net of tax expense (benefit) of $2,681, $(2,822) and $(256)
|
(19,903
|
)
|
|
18,611
|
|
|
(11,899
|
)
|
|||
Liquidation of foreign operations, net of tax expense of $318
|
—
|
|
|
—
|
|
|
523
|
|
|||
Comprehensive income
|
$
|
499,887
|
|
|
$
|
211,711
|
|
|
$
|
189,997
|
|
|
February 3,
2013 |
|
January 29,
2012 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
892,209
|
|
|
$
|
233,197
|
|
Trade receivables, net of allowances for doubtful accounts of $16,114 and $15,744
|
418,251
|
|
|
467,628
|
|
||
Other receivables
|
23,073
|
|
|
13,337
|
|
||
Inventories, net
|
878,415
|
|
|
809,009
|
|
||
Prepaid expenses
|
157,802
|
|
|
111,228
|
|
||
Other, including deferred taxes of $38,310 and $53,645
|
67,256
|
|
|
104,836
|
|
||
Total Current Assets
|
2,437,006
|
|
|
1,739,235
|
|
||
Property, Plant and Equipment, net
|
561,335
|
|
|
458,891
|
|
||
Goodwill
|
1,958,887
|
|
|
1,822,475
|
|
||
Tradenames
|
2,327,809
|
|
|
2,306,857
|
|
||
Perpetual License Rights
|
86,000
|
|
|
86,000
|
|
||
Other Intangibles, net
|
167,196
|
|
|
165,521
|
|
||
Other Assets, including deferred taxes of $61,465 and $11,989
|
243,316
|
|
|
173,382
|
|
||
Total Assets
|
$
|
7,781,549
|
|
|
$
|
6,752,361
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
377,231
|
|
|
$
|
366,138
|
|
Accrued expenses
|
646,130
|
|
|
556,366
|
|
||
Deferred revenue
|
40,239
|
|
|
38,376
|
|
||
Short-term borrowings
|
10,847
|
|
|
13,040
|
|
||
Current portion of long-term debt
|
88,000
|
|
|
69,951
|
|
||
Total Current Liabilities
|
1,162,447
|
|
|
1,043,871
|
|
||
Long-Term Debt
|
2,211,642
|
|
|
1,832,925
|
|
||
Other Liabilities, including deferred taxes of $589,796 and $507,023
|
1,154,891
|
|
|
1,160,116
|
|
||
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; 0 and 8,000 shares issued and outstanding (with total liquidation preference of $0 and $200,000)
|
—
|
|
|
188,595
|
|
||
Common stock, par value $1 per share; 240,000,000 shares authorized; 73,324,491 and 68,297,773 shares issued
|
73,324
|
|
|
68,298
|
|
||
Additional paid in capital – common stock
|
1,623,693
|
|
|
1,377,922
|
|
||
Retained earnings
|
1,445,673
|
|
|
1,022,818
|
|
||
Accumulated other comprehensive income
|
139,882
|
|
|
73,835
|
|
||
Less: 413,596 and 249,531 shares of common stock held in treasury, at cost
|
(30,003
|
)
|
|
(16,019
|
)
|
||
Total Stockholders’ Equity
|
3,252,569
|
|
|
2,715,449
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
7,781,549
|
|
|
$
|
6,752,361
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
433,840
|
|
|
$
|
275,697
|
|
|
$
|
54,377
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
140,356
|
|
|
132,010
|
|
|
147,137
|
|
|||
Equity in income of unconsolidated affiliates, net
|
(5,447
|
)
|
|
(1,367
|
)
|
|
—
|
|
|||
Deferred taxes
|
49,987
|
|
|
14,883
|
|
|
(13,430
|
)
|
|||
Stock-based compensation expense
|
33,599
|
|
|
40,938
|
|
|
33,281
|
|
|||
Impairment of long-lived assets
|
7,475
|
|
|
7,686
|
|
|
13,900
|
|
|||
Actuarial loss on retirement and benefit plans
|
28,142
|
|
|
76,120
|
|
|
4,534
|
|
|||
Disposal of goodwill
|
—
|
|
|
—
|
|
|
4,157
|
|
|||
Debt modification and extinguishment costs
|
—
|
|
|
16,233
|
|
|
6,650
|
|
|||
Expense recorded for settlement of unfavorable contract
|
—
|
|
|
20,709
|
|
|
—
|
|
|||
Losses on settlement of derivative instruments related to the acquisition of Tommy Hilfiger
|
—
|
|
|
—
|
|
|
140,490
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Trade receivables, net
|
55,694
|
|
|
(40,840
|
)
|
|
(114,767
|
)
|
|||
Inventories, net
|
(57,518
|
)
|
|
(111,248
|
)
|
|
(141,655
|
)
|
|||
Accounts payable, accrued expenses and deferred revenue
|
86,593
|
|
|
48,224
|
|
|
233,651
|
|
|||
Prepaid expenses
|
(44,275
|
)
|
|
(37,065
|
)
|
|
(17,659
|
)
|
|||
Employer pension contributions
|
(105,000
|
)
|
|
(20,020
|
)
|
|
(25,600
|
)
|
|||
Other, net
|
(53,909
|
)
|
|
68,761
|
|
|
34,105
|
|
|||
Net cash provided by operating activities
|
569,537
|
|
|
490,721
|
|
|
359,171
|
|
|||
INVESTING ACTIVITIES
(1)
|
|
|
|
|
|
|
|
|
|||
Business acquisitions, net of cash acquired
|
(37,856
|
)
|
|
(34,641
|
)
|
|
(2,493,125
|
)
|
|||
Investments in unconsolidated affiliates
|
(8,364
|
)
|
|
(48,700
|
)
|
|
—
|
|
|||
Purchase of property, plant and equipment
|
(210,554
|
)
|
|
(169,841
|
)
|
|
(100,995
|
)
|
|||
Contingent purchase price payments
|
(51,159
|
)
|
|
(50,679
|
)
|
|
(43,655
|
)
|
|||
Losses on settlement of derivative instruments related to the acquisition of Tommy Hilfiger
|
—
|
|
|
—
|
|
|
(140,490
|
)
|
|||
Net cash used by investing activities
|
(307,933
|
)
|
|
(303,861
|
)
|
|
(2,778,265
|
)
|
|||
FINANCING ACTIVITIES
(1)
|
|
|
|
|
|
|
|
|
|||
Net proceeds from revolving credit facilities
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net (payments on) proceeds from short-term borrowings
|
(2,193
|
)
|
|
8,172
|
|
|
4,868
|
|
|||
Repayment of credit facilities
|
(299,598
|
)
|
|
(450,725
|
)
|
|
(250,000
|
)
|
|||
Payment of debt modification costs
|
—
|
|
|
(10,634
|
)
|
|
—
|
|
|||
Payment of consent fees
|
(5,749
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from settlement of awards under stock plans
|
13,271
|
|
|
24,457
|
|
|
23,939
|
|
|||
Excess tax benefits from awards under stock plans
|
14,889
|
|
|
11,593
|
|
|
9,333
|
|
|||
Cash dividends
|
(10,985
|
)
|
|
(10,874
|
)
|
|
(10,015
|
)
|
|||
Acquisition of treasury shares
|
(13,984
|
)
|
|
(5,270
|
)
|
|
(2,481
|
)
|
|||
Payments of capital lease obligations
|
(10,836
|
)
|
|
(10,380
|
)
|
|
(6,944
|
)
|
|||
Net proceeds from common stock offering
|
—
|
|
|
—
|
|
|
364,529
|
|
|||
Net proceeds from preferred stock issuance
|
—
|
|
|
—
|
|
|
188,595
|
|
|||
Net proceeds from issuance of long-term debt
|
700,000
|
|
|
—
|
|
|
584,357
|
|
|||
Net proceeds from credit facilities
|
—
|
|
|
—
|
|
|
1,823,990
|
|
|||
Extinguishment of debt
|
—
|
|
|
—
|
|
|
(303,645
|
)
|
|||
Net cash provided (used) by financing activities
|
384,815
|
|
|
(443,661
|
)
|
|
2,426,526
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
12,593
|
|
|
(8,720
|
)
|
|
10,404
|
|
|||
Increase (decrease) in cash and cash equivalents
|
659,012
|
|
|
(265,521
|
)
|
|
17,836
|
|
|||
Cash and cash equivalents at beginning of year
|
233,197
|
|
|
498,718
|
|
|
480,882
|
|
|||
Cash and cash equivalents at end of year
|
$
|
892,209
|
|
|
$
|
233,197
|
|
|
$
|
498,718
|
|
|
|
|
Common Stock
|
|
Additional
Paid In Capital-
Common
Stock
|
|
|
|
Accumulated
Other
Comprehensive
Income
|
|
|
|
|
|||||||||||||||||
|
Preferred
Stock
|
|
Shares
|
|
$1 par
Value
|
|
|
Retained
Earnings
|
|
|
Treasury
Stock
|
|
Stockholders’
Equity
|
|||||||||||||||||
January 31, 2010
|
|
|
|
57,139,230
|
|
|
$
|
57,139
|
|
|
$
|
596,344
|
|
|
$
|
713,633
|
|
|
$
|
2,201
|
|
|
$
|
(200,764
|
)
|
|
$
|
1,168,553
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
54,377
|
|
|
|
|
|
|
|
|
54,377
|
|
||||||||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(310)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(578
|
)
|
|
|
|
|
(578
|
)
|
||||||||
Foreign currency translation adjustments, net of tax (benefit) of $(149)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147,574
|
|
|
|
|
|
147,574
|
|
||||||||
Liquidation of foreign operation, net of tax expense of $318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
523
|
|
|
|
|
|
523
|
|
||||||||
Net unrealized and realized loss on effective hedges, net of tax (benefit) of $(256)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,899
|
)
|
|
|
|
|
(11,899
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
189,997
|
|
||||||||
Common stock offering, including the sale of 5,250,000 treasury shares
|
|
|
500,000
|
|
|
500
|
|
|
162,573
|
|
|
|
|
|
|
|
|
201,456
|
|
|
364,529
|
|
||||||||
Issuance of restricted stock
|
|
|
350,861
|
|
|
351
|
|
|
(351
|
)
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Issuance of common stock in connection with the acquisition of Tommy Hilfiger
|
|
|
|
7,872,980
|
|
|
7,873
|
|
|
467,734
|
|
|
|
|
|
|
|
|
|
|
|
475,607
|
|
|||||||
Issuance of 8,000 preferred shares
|
$
|
188,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,595
|
|
||||||
Exercise of warrant, net of withholding of 140,207 treasury shares
|
|
|
320,000
|
|
|
320
|
|
|
8,640
|
|
|
|
|
|
|
|
|
(8,960
|
)
|
|
—
|
|
||||||||
Settlement of awards under stock plans
|
|
|
1,051,496
|
|
|
1,052
|
|
|
22,887
|
|
|
|
|
|
|
|
|
|
|
|
23,939
|
|
||||||||
Tax benefits from awards under stock plans
|
|
|
|
|
|
|
|
|
10,539
|
|
|
|
|
|
|
|
|
|
|
|
10,539
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
33,281
|
|
|
|
|
|
|
|
|
|
|
|
33,281
|
|
||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
(10,015
|
)
|
|
|
|
|
|
|
|
(10,015
|
)
|
||||||||
Acquisition of 41,868 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,481
|
)
|
|
(2,481
|
)
|
||||||||
January 30, 2011
|
188,595
|
|
|
67,234,567
|
|
|
67,235
|
|
|
1,301,647
|
|
|
757,995
|
|
|
137,821
|
|
|
(10,749
|
)
|
|
2,442,544
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
275,697
|
|
|
|
|
|
|
|
|
275,697
|
|
||||||||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(344)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(535
|
)
|
|
|
|
|
(535
|
)
|
||||||||
Foreign currency translation adjustments, net of tax (benefit) of $(1,070)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(82,062
|
)
|
|
|
|
|
(82,062
|
)
|
||||||||
Net unrealized and realized gain on effective hedges, net of tax (benefit) of $(2,822)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,611
|
|
|
|
|
|
18,611
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
211,711
|
|
||||||||
Settlement of awards under stock plans
|
|
|
1,063,206
|
|
|
1,063
|
|
|
23,394
|
|
|
|
|
|
|
|
|
|
|
|
24,457
|
|
||||||||
Tax benefits from awards under stock plans
|
|
|
|
|
|
|
|
|
11,943
|
|
|
|
|
|
|
|
|
|
|
|
11,943
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
40,938
|
|
|
|
|
|
|
|
|
|
|
|
40,938
|
|
||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
(10,874
|
)
|
|
|
|
|
|
|
|
(10,874
|
)
|
||||||||
Acquisition of 80,638 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,270
|
)
|
|
(5,270
|
)
|
|||||||||
January 29, 2012
|
188,595
|
|
|
68,297,773
|
|
|
68,298
|
|
|
1,377,922
|
|
|
1,022,818
|
|
|
73,835
|
|
|
(16,019
|
)
|
|
2,715,449
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
433,840
|
|
|
|
|
|
|
433,840
|
|
|||||||||||||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(338)
|
|
|
|
|
|
|
|
|
|
|
(542
|
)
|
|
|
|
(542
|
)
|
|||||||||||||
Foreign currency translation adjustments, net of tax expense of $469
|
|
|
|
|
|
|
|
|
|
|
86,492
|
|
|
|
|
86,492
|
|
|||||||||||||
Net unrealized and realized (loss) on effective hedges, net of tax expense of $2,681
|
|
|
|
|
|
|
|
|
|
|
(19,903
|
)
|
|
|
|
(19,903
|
)
|
|||||||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
499,887
|
|
||||||||||||||
Settlement of awards under stock plans
|
|
|
837,360
|
|
|
837
|
|
|
12,434
|
|
|
|
|
|
|
|
|
13,271
|
|
|||||||||||
Tax benefits from awards under stock plans
|
|
|
|
|
|
|
15,332
|
|
|
|
|
|
|
|
|
15,332
|
|
|||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
33,599
|
|
|
|
|
|
|
|
|
33,599
|
|
|||||||||||||
Conversion of convertible preferred stock
|
(188,595
|
)
|
|
4,189,358
|
|
|
4,189
|
|
|
184,406
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
(10,985
|
)
|
|
|
|
|
|
(10,985
|
)
|
|||||||||||||
Acquisition of 164,065 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,984
|
)
|
|
(13,984
|
)
|
|||||||||||||
February 3, 2013
|
$
|
—
|
|
|
73,324,491
|
|
|
$
|
73,324
|
|
|
$
|
1,623,693
|
|
|
$
|
1,445,673
|
|
|
$
|
139,882
|
|
|
$
|
(30,003
|
)
|
|
$
|
3,252,569
|
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||
|
Recognized Under Previous Method
|
Adjustments
|
Recognized Under New Method
|
|
As Originally Reported in Form 10-K in 2011
|
Adjustments
|
As Retrospectively Adjusted
|
|
As Originally Reported in Form 10-K in 2010
|
Adjustments
|
As Retrospectively Adjusted
|
||||||||||||||||||
Income Statement Information:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Selling, general and administrative expenses
|
$
|
2,584,257
|
|
$
|
10,058
|
|
$
|
2,594,315
|
|
|
$
|
2,481,370
|
|
$
|
68,480
|
|
$
|
2,549,850
|
|
|
$
|
2,071,416
|
|
$
|
365
|
|
$
|
2,071,781
|
|
Income before interest and taxes
|
670,420
|
|
(10,058
|
)
|
660,362
|
|
|
559,653
|
|
(68,480
|
)
|
491,173
|
|
|
203,395
|
|
(365
|
)
|
203,030
|
|
|||||||||
Income tax expense
|
113,136
|
|
(3,864
|
)
|
109,272
|
|
|
113,684
|
|
(26,296
|
)
|
87,388
|
|
|
22,768
|
|
(937
|
)
|
21,831
|
|
|||||||||
Net income
|
440,034
|
|
(6,194
|
)
|
433,840
|
|
|
317,881
|
|
(42,184
|
)
|
275,697
|
|
|
53,805
|
|
572
|
|
54,377
|
|
|||||||||
Basic net income per common share
|
6.07
|
|
(0.09
|
)
|
5.98
|
|
|
4.46
|
|
(0.60
|
)
|
3.86
|
|
|
0.82
|
|
0.01
|
|
0.83
|
|
|||||||||
Diluted net income per common share
|
5.96
|
|
(0.09
|
)
|
5.87
|
|
|
4.36
|
|
(0.58
|
)
|
3.78
|
|
|
0.80
|
|
0.01
|
|
0.81
|
|
|
2012
|
|
2011
|
||||||||||||||||
|
Recognized Under Previous Method
|
Adjustments
|
Recognized Under New Method
|
|
As Originally Reported in Form 10-K in 2011
|
Adjustments
|
As Retrospectively Adjusted
|
||||||||||||
Balance Sheet Information:
|
|
|
|
|
|
|
|
||||||||||||
Retained earnings
|
$
|
1,576,128
|
|
$
|
(130,455
|
)
|
$
|
1,445,673
|
|
|
$
|
1,147,079
|
|
$
|
(124,261
|
)
|
$
|
1,022,818
|
|
AOCI
|
9,427
|
|
130,455
|
|
139,882
|
|
|
(50,426
|
)
|
124,261
|
|
73,835
|
|
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 Year Ended
|
||
|
1/30/11
|
||
Total revenue
|
$
|
5,282,732
|
|
Net income
|
292,843
|
|
|
Amounts Recognized As of Acquisition Date (Final)
|
||
Trade receivables
|
$
|
120,477
|
|
Inventories
|
288,891
|
|
|
Prepaid expenses
|
23,646
|
|
|
Other current assets
|
81,352
|
|
|
Property, plant and equipment
|
238,026
|
|
|
Goodwill
|
1,271,829
|
|
|
Tradenames
|
1,635,417
|
|
|
Other intangibles
|
172,069
|
|
|
Other assets
|
110,705
|
|
|
Accounts payable
|
91,436
|
|
|
Accrued expenses
|
209,873
|
|
|
Other liabilities
|
679,720
|
|
|
2012
|
|
2011
|
||||
Land
|
$
|
1,057
|
|
|
$
|
1,028
|
|
Buildings and building improvements
|
73,003
|
|
|
70,692
|
|
||
Machinery, software and equipment
|
297,714
|
|
|
245,614
|
|
||
Furniture and fixtures
|
271,690
|
|
|
216,339
|
|
||
Shop-in-shops
|
101,338
|
|
|
78,034
|
|
||
Leasehold improvements
|
437,023
|
|
|
360,353
|
|
||
Construction in progress
|
2,873
|
|
|
23,686
|
|
||
Property, plant and equipment, gross
|
1,184,698
|
|
|
995,746
|
|
||
Less: Accumulated depreciation
|
(623,363
|
)
|
|
(536,855
|
)
|
||
Property, plant and equipment, net
|
$
|
561,335
|
|
|
$
|
458,891
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
51,309
|
|
|
—
|
|
|
—
|
|
|
51,309
|
|
||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
—
|
|
|
(49,123
|
)
|
|
(49,321
|
)
|
||||||
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
|
|
—
|
|
|
—
|
|
|
51,715
|
|
|
—
|
|
|
—
|
|
|
51,715
|
|
||||||
Goodwill from acquisition of Netherlands franchisee
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,036
|
|
|
11,036
|
|
||||||
Goodwill from reacquisition of Tommy Hilfiger tailored apparel license
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,735
|
|
|
23,735
|
|
||||||
Currency translation
|
|
—
|
|
|
—
|
|
|
875
|
|
|
—
|
|
|
49,051
|
|
|
49,926
|
|
||||||
Balance as of February 3, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Goodwill, gross
|
|
70,589
|
|
|
84,553
|
|
|
408,625
|
|
|
198,501
|
|
|
1,196,619
|
|
|
1,958,887
|
|
||||||
Accumulated impairment losses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Goodwill, net
|
|
$
|
70,589
|
|
|
$
|
84,553
|
|
|
$
|
408,625
|
|
|
$
|
198,501
|
|
|
$
|
1,196,619
|
|
|
$
|
1,958,887
|
|
|
February 3, 2013
|
|
January 29, 2012
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
(1)
|
$
|
190,383
|
|
|
$
|
(41,158
|
)
|
|
$
|
149,225
|
|
|
$
|
178,946
|
|
|
$
|
(29,328
|
)
|
|
$
|
149,618
|
|
Covenants not to compete
|
2,220
|
|
|
(2,220
|
)
|
|
—
|
|
|
2,218
|
|
|
(1,962
|
)
|
|
256
|
|
||||||
Order backlog
|
32,287
|
|
|
(32,287
|
)
|
|
—
|
|
|
32,287
|
|
|
(32,287
|
)
|
|
—
|
|
||||||
License rights
(1)
|
8,565
|
|
|
(3,636
|
)
|
|
4,929
|
|
|
5,937
|
|
|
(2,822
|
)
|
|
3,115
|
|
||||||
Total intangible assets subject to amortization
|
233,455
|
|
|
(79,301
|
)
|
|
154,154
|
|
|
219,388
|
|
|
(66,399
|
)
|
|
152,989
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intangible assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
2,327,809
|
|
|
—
|
|
|
2,327,809
|
|
|
2,306,857
|
|
|
—
|
|
|
2,306,857
|
|
||||||
Perpetual license rights
|
86,000
|
|
|
—
|
|
|
86,000
|
|
|
86,000
|
|
|
—
|
|
|
86,000
|
|
||||||
Reacquired perpetual license rights
|
13,042
|
|
|
—
|
|
|
13,042
|
|
|
12,532
|
|
|
—
|
|
|
12,532
|
|
||||||
Total intangible assets not subject to amortization
|
2,426,851
|
|
|
—
|
|
|
2,426,851
|
|
|
2,405,389
|
|
|
—
|
|
|
2,405,389
|
|
||||||
Total intangible assets
|
$
|
2,660,306
|
|
|
$
|
(79,301
|
)
|
|
$
|
2,581,005
|
|
|
$
|
2,624,777
|
|
|
$
|
(66,399
|
)
|
|
$
|
2,558,378
|
|
Fiscal Year
|
|
Amount
|
||
2013
|
|
$
|
15,364
|
|
2014
|
|
13,603
|
|
|
2015
|
|
13,251
|
|
|
2016
|
|
13,251
|
|
|
2017
|
|
13,251
|
|
|
2012
|
|
2011
|
||||
Senior secured term loan A facility - United States dollar-denominated
|
$
|
560,000
|
|
|
$
|
616,000
|
|
Senior secured term loan A facility - Euro-denominated
|
—
|
|
|
109,470
|
|
||
Senior secured term loan B facility - United States dollar-denominated
|
340,000
|
|
|
397,000
|
|
||
Senior secured term loan B facility - Euro-denominated
|
—
|
|
|
80,785
|
|
||
4 1/2% senior unsecured notes
|
700,000
|
|
|
—
|
|
||
7 3/8% senior unsecured notes
|
600,000
|
|
|
600,000
|
|
||
7 3/4% debentures
|
99,642
|
|
|
99,621
|
|
||
Total
|
2,299,642
|
|
|
1,902,876
|
|
||
Less: Current portion of long-term debt
|
88,000
|
|
|
69,951
|
|
||
Long-term debt
|
$
|
2,211,642
|
|
|
$
|
1,832,925
|
|
Fiscal Year
|
|
Amount
|
||
2013
|
|
$
|
88,000
|
|
2014
|
|
144,000
|
|
|
2015
|
|
328,000
|
|
|
2016
|
|
340,000
|
|
|
2017
|
|
—
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
$
|
229,080
|
|
|
$
|
127,393
|
|
|
$
|
27,803
|
|
Foreign
|
314,032
|
|
|
235,692
|
|
|
48,405
|
|
|||
Total
|
$
|
543,112
|
|
|
$
|
363,085
|
|
|
$
|
76,208
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
33,277
|
|
|
$
|
36,552
|
|
|
$
|
19,790
|
|
Deferred
|
35,766
|
|
|
17,880
|
|
|
(11,295
|
)
|
|||
State and local:
|
|
|
|
|
|
|
|
|
|||
Current
|
4,716
|
|
|
9,128
|
|
|
2,759
|
|
|||
Deferred
|
6,305
|
|
|
(2,802
|
)
|
|
496
|
|
|||
Foreign:
|
|
|
|
|
|
|
|
|
|||
Current
|
21,292
|
|
|
26,825
|
|
|
12,712
|
|
|||
Deferred
|
7,916
|
|
|
(195
|
)
|
|
(2,631
|
)
|
|||
Total
|
$
|
109,272
|
|
|
$
|
87,388
|
|
|
$
|
21,831
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Statutory federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
1.2
|
%
|
|
0.8
|
%
|
|
6.5
|
%
|
Effects of international jurisdictions, including foreign tax credits
|
(14.3
|
)%
|
|
(10.9
|
)%
|
|
(27.4
|
)%
|
Nondeductible short-lived intangible asset and inventory valuation amortization
|
—
|
%
|
|
—
|
%
|
|
24.6
|
%
|
Nondeductible professional fees in connection with acquisitions
|
1.0
|
%
|
|
—
|
%
|
|
3.4
|
%
|
Unrecognized tax benefits
|
0.7
|
%
|
|
(0.3
|
)%
|
|
(4.2
|
)%
|
Previously unrecognized tax credits
|
(1.0
|
)%
|
|
—
|
%
|
|
—
|
%
|
Decreases in international income tax rates
|
—
|
%
|
|
(1.4
|
)%
|
|
(6.9
|
)%
|
Change in valuation allowance
|
(1.6
|
)%
|
|
(1.6
|
)%
|
|
3.4
|
%
|
Other, net
|
(0.9
|
)%
|
|
2.5
|
%
|
|
(5.8
|
)%
|
Effective tax rate
|
20.1
|
%
|
|
24.1
|
%
|
|
28.6
|
%
|
|
2012
|
|
2011
|
||||
Gross deferred tax assets
|
|
|
|
||||
Tax loss and credit carryforwards
|
$
|
95,665
|
|
|
$
|
93,311
|
|
Employee compensation and benefits
|
102,105
|
|
|
116,448
|
|
||
Inventories
|
13,765
|
|
|
19,606
|
|
||
Accounts receivable
|
12,751
|
|
|
14,820
|
|
||
Accrued expenses
|
22,844
|
|
|
18,239
|
|
||
Other, net
|
8,022
|
|
|
19,836
|
|
||
Subtotal
|
255,152
|
|
|
282,260
|
|
||
Valuation allowances
|
(9,945
|
)
|
|
(18,932
|
)
|
||
Total gross deferred tax assets, net of valuation allowances
|
$
|
245,207
|
|
|
$
|
263,328
|
|
Gross deferred tax liabilities
|
|
|
|
|
|
||
Intangibles
|
$
|
(712,496
|
)
|
|
$
|
(701,391
|
)
|
Property, plant and equipment
|
(22,732
|
)
|
|
(3,326
|
)
|
||
Total gross deferred tax liabilities
|
$
|
(735,228
|
)
|
|
$
|
(704,717
|
)
|
Net deferred tax liability
|
$
|
(490,021
|
)
|
|
$
|
(441,389
|
)
|
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
184,004
|
|
|
$
|
178,634
|
|
Increases related to prior year tax positions
|
3,775
|
|
|
1,502
|
|
||
Decreases related to prior year tax positions
|
(2,747
|
)
|
|
(758
|
)
|
||
Increases related to current year tax positions
|
22,114
|
|
|
18,164
|
|
||
Lapses in statute of limitations
|
(10,939
|
)
|
|
(11,896
|
)
|
||
Effects of foreign currency translation
|
1,757
|
|
|
(1,642
|
)
|
||
Balance at end of year
|
$
|
197,964
|
|
|
$
|
184,004
|
|
|
Asset Derivatives (Classified in Other Current Assets and Other Assets)
|
|
Liability Derivatives (Classified in Accrued
Expenses and Other Liabilities)
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
4,693
|
|
|
$
|
13,581
|
|
|
$
|
13,460
|
|
|
$
|
1,590
|
|
Interest rate contracts
|
—
|
|
|
211
|
|
|
5,058
|
|
|
7,907
|
|
||||
Total contracts designated as cash flow hedges
|
4,693
|
|
|
13,792
|
|
|
18,518
|
|
|
9,497
|
|
||||
Undesignated contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,265
|
|
||||
Total undesignated contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
1,265
|
|
||||
Total
|
$
|
4,693
|
|
|
$
|
13,792
|
|
|
$
|
18,518
|
|
|
$
|
10,762
|
|
|
Gain Recognized in Income
|
||||||||
|
Location
|
|
Amount
|
||||||
|
|
|
2012
|
|
2011
|
||||
Foreign currency forward exchange contracts (inventory purchases)
|
Selling, general and administrative expenses
|
|
$
|
1,211
|
|
|
$
|
1,223
|
|
Foreign currency forward exchange contracts (intercompany loans)
|
Selling, general and administrative expenses
|
|
157
|
|
|
—
|
|
|
2012
|
|
2011
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
4,693
|
|
|
N/A
|
|
$
|
4,693
|
|
|
N/A
|
|
$
|
13,581
|
|
|
N/A
|
|
$
|
13,581
|
|
||||
Interest rate contracts
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
|
211
|
|
|
N/A
|
|
211
|
|
||||||||||
Total Assets
|
N/A
|
|
$
|
4,693
|
|
|
N/A
|
|
$
|
4,693
|
|
|
N/A
|
|
$
|
13,792
|
|
|
N/A
|
|
$
|
13,792
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
13,460
|
|
|
N/A
|
|
$
|
13,460
|
|
|
N/A
|
|
$
|
2,855
|
|
|
N/A
|
|
$
|
2,855
|
|
||||
Interest rate contracts
|
N/A
|
|
5,058
|
|
|
N/A
|
|
5,058
|
|
|
N/A
|
|
7,907
|
|
|
N/A
|
|
7,907
|
|
||||||||
Contingent purchase price payments related to reacquisition of the perpetual rights to the
Tommy Hilfiger
trademarks in India
|
N/A
|
|
N/A
|
|
$
|
7,003
|
|
|
7,003
|
|
|
N/A
|
|
N/A
|
|
$
|
9,559
|
|
|
9,559
|
|
||||||
Total Liabilities
|
N/A
|
|
$
|
18,518
|
|
|
$
|
7,003
|
|
|
$
|
25,521
|
|
|
N/A
|
|
$
|
10,762
|
|
|
$
|
9,559
|
|
|
$
|
20,321
|
|
Balance as of January 29, 2012
|
$
|
9,559
|
|
Payments
|
(185
|
)
|
|
Adjustments included in earnings
|
(2,371
|
)
|
|
Balance as of February 3, 2013
|
$
|
7,003
|
|
Unobservable Inputs
|
|
Amount
|
|
Approximate compounded annual net sales growth rate
|
|
45.0
|
%
|
Approximate
discount rate
|
|
20.0
|
%
|
|
Fair Value Measurement Using
|
|
Fair Value
As Of Impairment Date |
|
Total
Impairments
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||
2012
|
N/A
|
|
N/A
|
|
$
|
2,229
|
|
|
$
|
2,229
|
|
|
$
|
7,475
|
|
2011
|
N/A
|
|
N/A
|
|
$
|
79
|
|
|
$
|
79
|
|
|
$
|
7,686
|
|
|
2012
|
|
2011
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
$
|
892,209
|
|
|
$
|
892,209
|
|
|
$
|
233,197
|
|
|
$
|
233,197
|
|
Short-term borrowings
|
10,847
|
|
|
10,847
|
|
|
13,040
|
|
|
13,040
|
|
||||
Long-term debt (including portion classified as current)
|
2,299,642
|
|
|
2,398,200
|
|
|
1,902,876
|
|
|
1,978,419
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Balance at beginning of year
|
$
|
359,727
|
|
|
$
|
289,942
|
|
|
$
|
71,717
|
|
|
$
|
59,734
|
|
|
$
|
18,247
|
|
|
$
|
17,781
|
|
Service cost
|
15,315
|
|
|
11,160
|
|
|
3,579
|
|
|
3,069
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
17,974
|
|
|
17,391
|
|
|
3,366
|
|
|
3,602
|
|
|
798
|
|
|
1,018
|
|
||||||
Benefit payments
|
(14,456
|
)
|
|
(12,696
|
)
|
|
(2,674
|
)
|
|
(4,984
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments, net of retiree contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,959
|
)
|
|
(1,800
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
(6,977
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Medicare subsidy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
107
|
|
||||||
Actuarial loss (gain)
|
27,835
|
|
|
53,930
|
|
|
5,850
|
|
|
10,296
|
|
|
(1,106
|
)
|
|
1,141
|
|
||||||
Balance at end of year
|
$
|
406,395
|
|
|
$
|
359,727
|
|
|
$
|
74,861
|
|
|
$
|
71,717
|
|
|
$
|
16,036
|
|
|
$
|
18,247
|
|
|
2012
|
|
2011
|
||||
Fair value of plan assets at beginning of year
|
$
|
268,505
|
|
|
$
|
251,810
|
|
Actual return, net of plan expenses
|
24,973
|
|
|
9,371
|
|
||
Benefit payments
|
(14,456
|
)
|
|
(12,696
|
)
|
||
Company contributions
|
105,000
|
|
|
20,020
|
|
||
Fair value of plan assets at end of year
|
$
|
384,022
|
|
|
$
|
268,505
|
|
Funded status at end of year
|
$
|
(22,373
|
)
|
|
$
|
(91,222
|
)
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,021
|
)
|
|
$
|
(7,259
|
)
|
|
$
|
(1,965
|
)
|
|
$
|
(2,028
|
)
|
Non-current liabilities
|
(22,373
|
)
|
|
(91,222
|
)
|
|
(67,840
|
)
|
|
(64,458
|
)
|
|
(14,071
|
)
|
|
(16,219
|
)
|
||||||
Net amount recognized on balance sheet
|
$
|
(22,373
|
)
|
|
$
|
(91,222
|
)
|
|
$
|
(74,861
|
)
|
|
$
|
(71,717
|
)
|
|
$
|
(16,036
|
)
|
|
$
|
(18,247
|
)
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
Prior service (cost) credit
|
$
|
(16
|
)
|
|
$
|
(21
|
)
|
|
$
|
272
|
|
|
$
|
340
|
|
|
$
|
2,255
|
|
|
$
|
3,072
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||
Prior service (cost) credit
|
$
|
(6
|
)
|
|
$
|
68
|
|
|
$
|
817
|
|
|
|
|
|
Fair Value Measurements at
February 3, 2013
(9)
|
||||||||||||
Asset Category
|
|
Total
|
|
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
United States equities
(1)
|
|
$
|
65,101
|
|
|
$
|
65,101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equities
(1)
|
|
1,266
|
|
|
1,266
|
|
|
—
|
|
|
—
|
|
||||
Global equity mutual fund
(2)
|
|
16,373
|
|
|
16,373
|
|
|
—
|
|
|
—
|
|
||||
United States equity fund
(3)
|
|
42,183
|
|
|
42,183
|
|
|
—
|
|
|
—
|
|
||||
International equity commingled fund
(4)
|
|
46,976
|
|
|
—
|
|
|
46,976
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government securities
(5)
|
|
19,356
|
|
|
—
|
|
|
19,356
|
|
|
—
|
|
||||
Corporate securities
(5)
|
|
86,982
|
|
|
—
|
|
|
86,982
|
|
|
—
|
|
||||
Short-term investment commingled funds
(6)
|
|
99,297
|
|
|
—
|
|
|
99,297
|
|
|
—
|
|
||||
Total return mutual fund
(7)
|
|
4,784
|
|
|
4,784
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
$
|
382,318
|
|
|
$
|
129,707
|
|
|
$
|
252,611
|
|
|
$
|
—
|
|
Other assets and liabilities
(8)
|
|
1,704
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
384,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at
January 29, 2012
(9)
|
||||||||||||
Asset Category
|
|
Total
|
|
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
United States equities
(1)
|
|
$
|
56,016
|
|
|
$
|
56,016
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equities
(1)
|
|
1,285
|
|
|
1,285
|
|
|
—
|
|
|
—
|
|
||||
Global equity mutual fund
(2)
|
|
13,297
|
|
|
13,297
|
|
|
—
|
|
|
—
|
|
||||
United States equity fund
(3)
|
|
37,564
|
|
|
37,564
|
|
|
—
|
|
|
—
|
|
||||
International equity commingled fund
(4)
|
|
41,288
|
|
|
—
|
|
|
41,288
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government securities
(5)
|
|
17,922
|
|
|
—
|
|
|
17,922
|
|
|
—
|
|
||||
Corporate securities
(5)
|
|
55,551
|
|
|
—
|
|
|
55,551
|
|
|
—
|
|
||||
Short-term investment commingled funds
(6)
|
|
39,379
|
|
|
—
|
|
|
39,379
|
|
|
—
|
|
||||
Total return mutual fund
(7)
|
|
4,194
|
|
|
4,194
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
$
|
266,496
|
|
|
$
|
112,356
|
|
|
$
|
154,140
|
|
|
$
|
—
|
|
Other assets and liabilities
(8)
|
|
2,009
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
268,505
|
|
|
|
|
|
|
|
|
|
|
(2)
|
Valued at the net asset value of the fund, as determined by the closing price in the active market in which the individual fund is traded. This fund invests in a portfolio of U.S. and international equities seeking long-term growth of principal and income.
|
(3)
|
Valued at the closing price in the active market in which this fund is traded. This fund invests in U.S. large cap equities that track the Russell 1000 Index.
|
(4)
|
Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. This fund invests primarily in equities outside the U.S. seeking long-term capital appreciation.
|
(5)
|
Valued with bid evaluation pricing that uses a discounted cash flow method. Inputs include actual and comparable trade data, market benchmarks, broker quotes, trading spreads and/or other applicable data.
|
(6)
|
Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. This fund invests in high-grade, short-term, money market instruments.
|
(7)
|
Valued at the net asset value of the fund, as determined by the closing price in the active market in which the individual fund is traded. This fund invests in both equity securities and fixed income securities seeking a high total return.
|
(8)
|
This category includes other pension assets and liabilities such as pending trades and accrued income.
|
(9)
|
The Company uses third-party pricing services to determine the fair values of the financial instruments held by the pension plans. The Company obtains an understanding of the pricing services’ valuation methodologies and related inputs and validates a sample of prices provided by the pricing services by reviewing prices from other pricing sources and analyzing pricing data in certain instances. The Company has not adjusted any prices received from the third-party pricing services.
|
|
2012
|
|
2011
|
||||
Number of plans with projected benefit obligations in excess of plan assets
|
5
|
|
|
5
|
|
||
Aggregate projected benefit obligation
|
$
|
406,395
|
|
|
$
|
359,727
|
|
Aggregate fair value of related plan assets
|
$
|
384,022
|
|
|
$
|
268,505
|
|
|
|
|
|
||||
Number of plans with accumulated benefit obligations in excess of plan assets
|
3
|
|
|
5
|
|
||
Aggregate accumulated benefit obligation
|
$
|
33,730
|
|
|
$
|
337,284
|
|
Aggregate fair value of related plan assets
|
$
|
30,583
|
|
|
$
|
268,505
|
|
Net Benefit Cost Recognized in Selling, General and Administrative Expenses
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Service cost, including plan expenses
|
|
$
|
15,729
|
|
|
$
|
11,550
|
|
|
$
|
7,740
|
|
|
$
|
3,579
|
|
|
$
|
3,069
|
|
|
$
|
1,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
17,974
|
|
|
17,391
|
|
|
16,339
|
|
|
3,366
|
|
|
3,602
|
|
|
3,127
|
|
|
798
|
|
|
1,018
|
|
|
1,090
|
|
|||||||||
Actuarial loss (gain)
|
|
23,398
|
|
|
64,683
|
|
|
5,872
|
|
|
5,850
|
|
|
10,296
|
|
|
2,631
|
|
|
(1,106
|
)
|
|
1,141
|
|
|
(3,969
|
)
|
|||||||||
Expected return on plan assets
|
|
(20,950
|
)
|
|
(20,514
|
)
|
|
(16,568
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost (credit)
|
|
6
|
|
|
6
|
|
|
6
|
|
|
(68
|
)
|
|
(68
|
)
|
|
(68
|
)
|
|
(817
|
)
|
|
(817
|
)
|
|
(817
|
)
|
|||||||||
Total
|
|
$
|
36,157
|
|
|
$
|
73,116
|
|
|
$
|
13,389
|
|
|
$
|
12,727
|
|
|
$
|
16,899
|
|
|
$
|
7,556
|
|
|
$
|
(1,125
|
)
|
|
$
|
1,342
|
|
|
$
|
(3,696
|
)
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||||||||||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||
Prior service cost
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of prior service (cost) credit
|
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
68
|
|
|
68
|
|
|
68
|
|
|
817
|
|
|
817
|
|
|
817
|
|
|||||||||
Loss (income) recognized in other comprehensive income (loss)
|
|
$
|
(5
|
)
|
|
$
|
(6
|
)
|
|
$
|
3
|
|
|
$
|
68
|
|
|
$
|
68
|
|
|
$
|
68
|
|
|
$
|
817
|
|
|
$
|
817
|
|
|
$
|
817
|
|
|
|
|
|
|
Postretirement Plan
|
||||||
|
Pension Plans
|
|
SERP
Plans
|
|
Excluding Medicare
Subsidy Receipts
|
|
Expected Medicare
Subsidy Receipts
|
||||
2013
|
14,779
|
|
|
7,021
|
|
|
1,965
|
|
|
76
|
|
2014
|
15,424
|
|
|
5,746
|
|
|
1,858
|
|
|
73
|
|
2015
|
16,297
|
|
|
5,547
|
|
|
1,755
|
|
|
68
|
|
2016
|
16,985
|
|
|
5,865
|
|
|
1,621
|
|
|
63
|
|
2017
|
17,781
|
|
|
5,736
|
|
|
1,523
|
|
|
58
|
|
2018-2022
|
105,569
|
|
|
45,721
|
|
|
6,150
|
|
|
216
|
|
|
1% Increase
|
|
1% Decrease
|
||||
Impact on service and interest cost
|
$
|
52
|
|
|
$
|
(46
|
)
|
Impact on year end accumulated postretirement benefit obligation
|
$
|
1,110
|
|
|
$
|
(990
|
)
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate
|
4.67
|
%
|
|
5.06
|
%
|
|
6.09
|
%
|
Rate of increase in compensation levels (applies to pension plans only)
|
4.34
|
%
|
|
4.31
|
%
|
|
4.30
|
%
|
Long-term rate of return on assets (applies to pension plans only)
|
7.25
|
%
|
|
7.75
|
%
|
|
8.25
|
%
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average risk-free interest rate
|
1.20
|
%
|
|
2.62
|
%
|
|
2.63
|
%
|
|||
Weighted average expected option term (in years)
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
|||
Weighted average expected volatility
|
45.16
|
%
|
|
44.35
|
%
|
|
42.60
|
%
|
|||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average estimated fair value per option
|
$
|
40.59
|
|
|
$
|
29.81
|
|
|
$
|
26.67
|
|
|
Options
|
|
Weighted Average
Price Per Option
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 29, 2012
|
2,189
|
|
|
$
|
37.77
|
|
|
5.7
|
|
$
|
85,200
|
|
Granted
|
187
|
|
|
91.88
|
|
|
|
|
|
|||
Exercised
|
411
|
|
|
31.90
|
|
|
|
|
|
|||
Cancelled
|
7
|
|
|
41.92
|
|
|
|
|
|
|||
Outstanding at February 3, 2013
|
1,958
|
|
|
$
|
44.17
|
|
|
5.4
|
|
$
|
141,117
|
|
Exercisable at February 3, 2013
|
1,287
|
|
|
$
|
37.50
|
|
|
4.2
|
|
$
|
101,376
|
|
|
RSUs
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested at January 29, 2012
|
820
|
|
|
$
|
48.28
|
|
Granted
|
192
|
|
|
89.43
|
|
|
Vested
|
330
|
|
|
43.35
|
|
|
Cancelled
|
22
|
|
|
62.01
|
|
|
Non-vested at February 3, 2013
|
660
|
|
|
$
|
62.24
|
|
|
Restricted
Stock
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested at January 29, 2012
|
333
|
|
|
$
|
60.41
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
333
|
|
|
60.41
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
Non-vested at February 3, 2013
|
—
|
|
|
$
|
—
|
|
|
Performance
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested at January 29, 2012
|
590
|
|
|
$
|
53.96
|
|
Granted
|
96
|
|
|
88.52
|
|
|
Vested
|
82
|
|
|
71.26
|
|
|
Cancelled
|
10
|
|
|
55.67
|
|
|
Non-vested at February 3, 2013
|
594
|
|
|
$
|
57.08
|
|
|
2012
|
|
2011
|
||||
Foreign currency translation adjustments
|
$
|
153,648
|
|
|
$
|
66,447
|
|
Retirement liability adjustment
|
1,552
|
|
|
2,094
|
|
||
Unrealized (loss) gain on derivative financial instruments
|
(15,318
|
)
|
|
5,294
|
|
||
Total
|
$
|
139,882
|
|
|
$
|
73,835
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2013
|
$
|
8,813
|
|
|
$
|
309,153
|
|
|
$
|
317,966
|
|
2014
|
7,607
|
|
|
266,842
|
|
|
274,449
|
|
|||
2015
|
5,637
|
|
|
238,794
|
|
|
244,431
|
|
|||
2016
|
2,781
|
|
|
211,344
|
|
|
214,125
|
|
|||
2017
|
1,849
|
|
|
184,498
|
|
|
186,347
|
|
|||
Thereafter
|
8,310
|
|
|
590,638
|
|
|
598,948
|
|
|||
Total minimum lease payments
|
$
|
34,997
|
|
|
$
|
1,801,269
|
|
|
$
|
1,836,266
|
|
Less: Amount representing interest
|
(3,937
|
)
|
|
|
|
|
|
|
|||
Present value of net minimum capital lease payments
|
$
|
31,060
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Minimum
|
$
|
318,659
|
|
|
$
|
290,936
|
|
|
$
|
239,425
|
|
Percentage and other
|
127,581
|
|
|
95,352
|
|
|
49,069
|
|
|||
Less: Sublease rental income
|
(3,366
|
)
|
|
(3,441
|
)
|
|
(2,925
|
)
|
|||
Total
|
$
|
442,874
|
|
|
$
|
382,847
|
|
|
$
|
285,569
|
|
|
Total
Expected
to be
Incurred
|
|
Incurred During 2010
|
|
Incurred During 2011
|
|
Incurred During 2012
|
|
Cumulative Incurred to Date
|
||||||||||
Severance, termination benefits and other costs
|
$
|
33,528
|
|
|
$
|
19,793
|
|
|
$
|
12,415
|
|
|
$
|
1,320
|
|
|
$
|
33,528
|
|
Long-lived asset impairments
|
11,276
|
|
|
11,017
|
|
|
—
|
|
|
259
|
|
|
11,276
|
|
|||||
Inventory liquidation costs
|
10,210
|
|
|
2,583
|
|
|
7,627
|
|
|
—
|
|
|
10,210
|
|
|||||
Lease/contract termination and related costs
|
39,173
|
|
|
3,165
|
|
|
24,462
|
|
|
11,546
|
|
|
39,173
|
|
|||||
Total
|
$
|
94,187
|
|
|
$
|
36,558
|
|
|
$
|
44,504
|
|
|
$
|
13,125
|
|
|
$
|
94,187
|
|
|
Liability at 1/29/12
|
|
Costs Incurred During 2012
|
|
Costs Paid During 2012
|
|
Liability at 2/3/13
|
||||||||
Severance, termination benefits and other costs
|
$
|
4,305
|
|
|
$
|
1,320
|
|
|
$
|
4,862
|
|
|
$
|
763
|
|
Lease/contract termination and related costs
|
4,492
|
|
|
11,546
|
|
|
14,025
|
|
|
2,013
|
|
||||
Total
|
$
|
8,797
|
|
|
$
|
12,866
|
|
|
$
|
18,887
|
|
|
$
|
2,776
|
|
|
Incurred During 2011
|
||
Severance, termination benefits and other costs
|
$
|
2,027
|
|
Long-lived asset impairments
|
1,062
|
|
|
Contract termination and related costs
|
5,029
|
|
|
Total
|
$
|
8,118
|
|
|
Liability at 1/29/12
|
|
Costs Paid During 2012
|
|
Liability at 2/3/13
|
||||||
Severance, termination benefits and other costs
|
$
|
1,310
|
|
|
$
|
1,310
|
|
|
$
|
—
|
|
Contract termination and related costs
|
5,029
|
|
|
5,029
|
|
|
—
|
|
|||
Total
|
$
|
6,339
|
|
|
$
|
6,339
|
|
|
$
|
—
|
|
|
Incurred
During 2010
|
||
Severance, termination benefits and other costs
|
$
|
759
|
|
Lease termination costs
|
795
|
|
|
Loss on liquidation of foreign operation
|
841
|
|
|
Disposal of goodwill
|
4,157
|
|
|
Total
|
$
|
6,552
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
433,840
|
|
|
$
|
275,697
|
|
|
$
|
54,377
|
|
Less:
|
|
|
|
|
|
|
|
|
|||
Common stock dividends paid to holders of Series A convertible preferred stock
|
(366
|
)
|
|
(628
|
)
|
|
(471
|
)
|
|||
Allocation of income to Series A convertible preferred stock
|
(12,179
|
)
|
|
(15,557
|
)
|
|
(2,098
|
)
|
|||
Net income available to common stockholders for basic net income per common share
|
421,295
|
|
|
259,512
|
|
|
51,808
|
|
|||
Add back:
|
|
|
|
|
|
|
|
|
|||
Common stock dividends paid to holders of Series A convertible preferred stock
|
366
|
|
|
628
|
|
|
471
|
|
|||
Allocation of income to Series A convertible preferred stock
|
12,179
|
|
|
15,557
|
|
|
2,098
|
|
|||
Net income available to common stockholders for diluted net income per common share
|
$
|
433,840
|
|
|
$
|
275,697
|
|
|
$
|
54,377
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic net income per common share
|
70,392
|
|
|
67,158
|
|
|
62,744
|
|
|||
Weighted average impact of dilutive securities
|
1,397
|
|
|
1,576
|
|
|
1,455
|
|
|||
Weighted average impact of dilutive warrant
|
—
|
|
|
—
|
|
|
72
|
|
|||
Weighted average impact of assumed convertible preferred stock conversion
|
2,087
|
|
|
4,189
|
|
|
3,107
|
|
|||
Total shares for diluted net income per common share
|
73,876
|
|
|
72,923
|
|
|
67,378
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
5.98
|
|
|
$
|
3.86
|
|
|
$
|
0.83
|
|
|
|
|
|
|
|
||||||
Diluted net income per common share
|
$
|
5.87
|
|
|
$
|
3.78
|
|
|
$
|
0.81
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Weighted average potentially dilutive securities
|
305
|
|
|
345
|
|
|
287
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue – Heritage Brand Wholesale Dress Furnishings
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
523,795
|
|
|
$
|
564,898
|
|
|
$
|
523,901
|
|
Royalty revenue
|
|
5,576
|
|
|
6,158
|
|
|
5,815
|
|
|||
Advertising and other revenue
|
|
2,875
|
|
|
2,169
|
|
|
2,689
|
|
|||
Total
|
|
532,246
|
|
|
573,225
|
|
|
532,405
|
|
|||
|
|
|
|
|
|
|
||||||
Revenue – Heritage Brand Wholesale Sportswear
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
467,986
|
|
|
537,284
|
|
|
568,447
|
|
|||
Royalty revenue
|
|
9,901
|
|
|
10,008
|
|
|
10,731
|
|
|||
Advertising and other revenue
|
|
1,997
|
|
|
1,687
|
|
|
1,764
|
|
|||
Total
|
|
479,884
|
|
|
548,979
|
|
|
580,942
|
|
|||
|
|
|
|
|
|
|
||||||
Revenue – Heritage Brand Retail
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
657,556
|
|
|
646,769
|
|
|
638,902
|
|
|||
Royalty revenue
|
|
4,771
|
|
|
4,822
|
|
|
5,023
|
|
|||
Advertising and other revenue
|
|
1,186
|
|
|
772
|
|
|
842
|
|
|||
Total
|
|
663,513
|
|
|
652,363
|
|
|
644,767
|
|
|||
|
|
|
|
|
|
|
||||||
Revenue – Calvin Klein Licensing
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
34,971
|
|
|
45,796
|
|
|
38,326
|
|
|||
Royalty revenue
|
|
277,369
|
|
|
273,002
|
|
|
244,891
|
|
|||
Advertising and other revenue
|
|
113,064
|
|
|
108,588
|
|
|
97,530
|
|
|||
Total
|
|
425,404
|
|
|
427,386
|
|
|
380,747
|
|
|||
|
|
|
|
|
|
|
||||||
Revenue – Tommy Hilfiger North America
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,399,323
|
|
|
1,273,829
|
|
|
889,630
|
|
|||
Royalty revenue
|
|
22,364
|
|
|
16,850
|
|
|
11,558
|
|
|||
Advertising and other revenue
|
|
8,073
|
|
|
7,016
|
|
|
3,257
|
|
|||
Total
|
|
1,429,760
|
|
|
1,297,695
|
|
|
904,445
|
|
|||
|
|
|
|
|
|
|
||||||
Revenue – Tommy Hilfiger International
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,732,228
|
|
|
1,703,582
|
|
|
1,007,776
|
|
|||
Royalty revenue
|
|
50,038
|
|
|
45,195
|
|
|
28,690
|
|
|||
Advertising and other revenue
|
|
4,964
|
|
|
4,329
|
|
|
4,319
|
|
|||
Total
|
|
1,787,230
|
|
|
1,753,106
|
|
|
1,040,785
|
|
|||
|
|
|
|
|
|
|
||||||
Revenue – Other (Calvin Klein Apparel)
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
724,962
|
|
|
637,870
|
|
|
552,757
|
|
|||
Total
|
|
724,962
|
|
|
637,870
|
|
|
552,757
|
|
|||
|
|
|
|
|
|
|
||||||
Total Revenue
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
5,540,821
|
|
|
5,410,028
|
|
|
4,219,739
|
|
|||
Royalty revenue
|
|
370,019
|
|
|
356,035
|
|
|
306,708
|
|
|||
Advertising and other revenue
|
|
132,159
|
|
|
124,561
|
|
|
110,401
|
|
|||
Total
(1)
|
|
$
|
6,042,999
|
|
|
$
|
5,890,624
|
|
|
$
|
4,636,848
|
|
|
2012
|
|
|
|
2011
|
|
(11)
|
|
2010
|
|
(11)
|
||||||
Income before interest and taxes – Heritage Brand Wholesale Dress Furnishings
|
$
|
66,204
|
|
|
|
|
$
|
78,400
|
|
|
|
|
$
|
66,181
|
|
|
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Heritage Brand Wholesale Sportswear
|
34,883
|
|
|
|
|
11,327
|
|
|
(5)
|
|
57,726
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Heritage Brand Retail
|
13,498
|
|
|
|
|
28,731
|
|
|
|
|
44,610
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Calvin Klein Licensing
|
194,747
|
|
|
|
|
189,105
|
|
|
|
|
174,488
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Tommy Hilfiger North America
|
200,121
|
|
|
(3)
|
|
81,142
|
|
|
(6)
|
|
37,554
|
|
|
(10)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Tommy Hilfiger International
|
220,812
|
|
|
(3)
|
|
200,697
|
|
|
(6) (7)
|
|
51,653
|
|
|
(10)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Other (Calvin Klein Apparel)
|
89,921
|
|
|
|
|
88,700
|
|
|
|
|
72,728
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss before interest and taxes – Corporate
(2)
|
(159,824
|
)
|
|
(3) (4)
|
|
(186,929
|
)
|
|
(6) (8)
|
|
(301,910
|
)
|
|
(10)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes
|
$
|
660,362
|
|
|
|
|
$
|
491,173
|
|
|
|
|
$
|
203,030
|
|
|
|
(1)
|
Macy’s, Inc. accounted for
8.7%
,
9.4%
and
10.1%
of the Company’s revenue in
2012
,
2011
and
2010
, respectively. This revenue is reported in the Heritage Brand Wholesale Dress Furnishings, Heritage Brand Wholesale Sportswear, Other (Calvin Klein Apparel) and Tommy Hilfiger North America segments.
|
(2)
|
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 pension and other postretirement plans. Actuarial losses from the Company’s pension and other postretirement plans totaled
$28,142
,
$76,120
and
$4,534
in
2012
,
2011
and
2010
, respectively.
|
(3)
|
Income (loss) before interest and taxes for
2012
includes costs of
$20,525
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;
$15,441
in Tommy Hilfiger International and
$4,705
in corporate expenses not allocated to any reportable segments.
|
(4)
|
Loss before interest and taxes for
2012
includes costs of
$42,579
associated with the Company’s acquisition of Warnaco, which closed on February 13, 2013.
|
(5)
|
Income before interest and taxes for
2011
includes costs of
$8,118
related to the Company’s negotiated early termination of its license to market sportswear under the
Timberland
brand and its exit of the Izod women’s wholesale sportswear business.
|
(6)
|
Income (loss) before interest and taxes for
2011
includes costs of
$69,522
associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows:
$44,704
in Tommy Hilfiger North America;
$5,419
in Tommy Hilfiger International; and
$19,399
in corporate expenses not allocated to any reportable segments.
|
(7)
|
Income before interest and taxes for
2011
includes a one-time expense of
$20,709
recorded in connection with the Company’s reacquisition of the rights to the
Tommy Hilfiger
trademarks in India that had been subject to a perpetual license. Please refer to Note 2, “Acquisitions,” for a further discussion.
|
(8)
|
Loss before interest and taxes for
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.
|
(9)
|
Income before interest and taxes for
2010
includes costs of
$6,552
associated with the Company’s exit from its United Kingdom and Ireland Van Heusen dresswear and accessories business.
|
(10)
|
Income (loss) before interest and taxes for
2010
includes costs of
$338,317
associated with the Company’s acquisition and integration of Tommy Hilfiger, including transaction, restructuring, exit and debt extinguishment costs, short-lived non-cash valuation amortization charges and the effects of hedges against Euro to United States dollar exchange rates related to the purchase price. Such costs were included in the Company’s segments as follows:
$51,946
in Tommy Hilfiger North America;
$62,844
in Tommy Hilfiger International; and
$223,527
in corporate expenses not allocated to any reportable segments.
|
(11)
|
In the fourth quarter of
2012
, the Company changed its method of accounting for its pension and other postretirement plans to (i) calculate expected return on plan assets using the fair value of plan assets; and (ii) immediately recognize actuarial gains and losses in its operating results in the year in which they occur, as detailed in Note 1, “Summary of Significant Accounting Policies.” All periods presented have been retrospectively adjusted to reflect the effect of these accounting changes.
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Identifiable Assets
|
|
|
|
|
|
|
||||||
Heritage Brand Wholesale Dress Furnishings
|
|
$
|
315,656
|
|
|
$
|
312,800
|
|
|
$
|
296,299
|
|
Heritage Brand Wholesale Sportswear
|
|
310,394
|
|
|
301,935
|
|
|
297,780
|
|
|||
Heritage Brand Retail
|
|
128,805
|
|
|
118,256
|
|
|
98,496
|
|
|||
Calvin Klein Licensing
|
|
1,153,607
|
|
|
1,102,980
|
|
|
1,014,231
|
|
|||
Tommy Hilfiger North America
|
|
1,112,342
|
|
|
1,152,019
|
|
|
1,168,558
|
|
|||
Tommy Hilfiger International
|
|
3,281,916
|
|
|
3,097,140
|
|
|
3,205,394
|
|
|||
Other (Calvin Klein Apparel)
|
|
197,418
|
|
|
140,186
|
|
|
144,492
|
|
|||
Corporate
|
|
1,281,411
|
|
|
527,045
|
|
|
559,100
|
|
|||
Total
|
|
$
|
7,781,549
|
|
|
$
|
6,752,361
|
|
|
$
|
6,784,350
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|||
Heritage Brand Wholesale Dress Furnishings
|
|
$
|
4,866
|
|
|
$
|
5,672
|
|
|
$
|
6,003
|
|
Heritage Brand Wholesale Sportswear
|
|
2,203
|
|
|
3,233
|
|
|
5,084
|
|
|||
Heritage Brand Retail
|
|
10,705
|
|
|
9,592
|
|
|
9,905
|
|
|||
Calvin Klein Licensing
|
|
3,507
|
|
|
3,203
|
|
|
2,785
|
|
|||
Tommy Hilfiger North America
|
|
26,364
|
|
|
28,093
|
|
|
31,527
|
|
|||
Tommy Hilfiger International
|
|
72,632
|
|
|
63,447
|
|
|
72,339
|
|
|||
Other (Calvin Klein Apparel)
|
|
15,263
|
|
|
13,539
|
|
|
13,563
|
|
|||
Corporate
|
|
4,816
|
|
|
5,231
|
|
|
5,931
|
|
|||
Total
|
|
$
|
140,356
|
|
|
$
|
132,010
|
|
|
$
|
147,137
|
|
Identifiable Capital Expenditures
(1)
|
|
|
|
|
|
|
|
|
|
|||
Heritage Brand Wholesale Dress Furnishings
|
|
$
|
2,854
|
|
|
$
|
4,676
|
|
|
$
|
3,768
|
|
Heritage Brand Wholesale Sportswear
|
|
2,204
|
|
|
3,923
|
|
|
3,285
|
|
|||
Heritage Brand Retail
|
|
28,131
|
|
|
18,602
|
|
|
9,411
|
|
|||
Calvin Klein Licensing
|
|
4,935
|
|
|
6,632
|
|
|
3,096
|
|
|||
Tommy Hilfiger North America
|
|
47,027
|
|
|
29,974
|
|
|
22,172
|
|
|||
Tommy Hilfiger International
|
|
88,348
|
|
|
82,604
|
|
|
42,949
|
|
|||
Other (Calvin Klein Apparel)
|
|
30,799
|
|
|
17,883
|
|
|
13,109
|
|
|||
Corporate
|
|
4,654
|
|
|
7,613
|
|
|
6,014
|
|
|||
Total
|
|
$
|
208,952
|
|
|
$
|
171,907
|
|
|
$
|
103,804
|
|
(1)
|
Capital expenditures in
2012
include $
4,184
of accruals that will not be paid until 2013. Capital expenditures in
2011
include $
5,786
of accruals that were not paid until
2012
. Capital expenditures in
2010
include $
3,720
of accruals that were not paid until
2011
.
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
$
|
321,247
|
|
|
$
|
263,008
|
|
|
$
|
234,677
|
|
Canada
|
41,850
|
|
|
38,912
|
|
|
39,033
|
|
|||
Europe
|
171,647
|
|
|
137,010
|
|
|
116,874
|
|
|||
Other foreign
|
26,591
|
|
|
19,961
|
|
|
13,993
|
|
|||
Total
|
$
|
561,335
|
|
|
$
|
458,891
|
|
|
$
|
404,577
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
$
|
3,662,150
|
|
|
$
|
3,558,540
|
|
|
$
|
3,114,424
|
|
Canada
|
329,674
|
|
|
302,103
|
|
|
237,383
|
|
|||
Europe
|
1,643,875
|
|
|
1,588,926
|
|
|
974,380
|
|
|||
Other foreign
|
407,300
|
|
|
441,055
|
|
|
310,661
|
|
|||
Total
|
$
|
6,042,999
|
|
|
$
|
5,890,624
|
|
|
$
|
4,636,848
|
|
|
2012
|
|
2011
|
||||
Balance at beginning of year
|
$
|
11,709
|
|
|
$
|
9,385
|
|
Liabilities incurred
|
2,585
|
|
|
3,252
|
|
||
Liabilities settled (payments)
|
(1,160
|
)
|
|
(879
|
)
|
||
Accretion expense
|
294
|
|
|
133
|
|
||
Revisions in estimated cash flows
|
273
|
|
|
(474
|
)
|
||
Currency translation adjustment
|
(1,198
|
)
|
|
292
|
|
||
Balance at end of year
|
$
|
12,503
|
|
|
$
|
11,709
|
|
|
|
Term Loan
|
||||||
|
|
A
|
|
B
|
||||
Borrowings on February 13, 2013
|
|
$
|
1,700,000
|
|
|
$
|
1,375,000
|
|
|
|
|
|
|
||||
Percentage required to be repaid for the annual period ending March 31:
|
|
|
|
|
||||
2014
|
|
5
|
%
|
|
1
|
%
|
||
2015
|
|
5
|
%
|
|
1
|
%
|
||
2016
|
|
7.5
|
%
|
|
1
|
%
|
||
2017
|
|
10
|
%
|
|
1
|
%
|
||
2018
|
|
72.5
|
%
|
|
1
|
%
|
||
2019
|
|
|
|
1
|
%
|
|||
2020
|
|
|
|
94
|
%
|
•
|
incur or guarantee additional debt or extend credit;
|
•
|
make restricted payments, including paying dividends or making distributions on, or redeeming or repurchasing, the Company’s capital stock or certain debt;
|
•
|
make acquisitions and investments;
|
•
|
dispose of assets;
|
•
|
engage in transactions with affiliates;
|
•
|
enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends;
|
•
|
create liens on the Company’s assets or engage in sale/leaseback transactions; and
|
•
|
effect a consolidation or merger, or sell, transfer, or lease all or substantially all of the Company’s assets.
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||||||||||
|
2012
(1),(12)
|
|
2011
(6),(7),(12)
|
|
2012
(1),(12)
|
|
2011
(6),(8),(12)
|
|
2012
(1),(2),(3),(12)
|
|
2011
(6),(8),(9),(12)
|
|
2012
(1),(2),(3),(4),(5)
|
|
2011
(6),(8),(10),(11),(12)
|
||||||||||||||||
Total revenue
|
$
|
1,427,406
|
|
|
$
|
1,369,184
|
|
|
$
|
1,336,623
|
|
|
$
|
1,334,444
|
|
|
$
|
1,642,770
|
|
|
$
|
1,654,160
|
|
|
$
|
1,636,200
|
|
|
$
|
1,532,836
|
|
Gross profit
|
756,829
|
|
|
728,579
|
|
|
742,661
|
|
|
724,132
|
|
|
869,084
|
|
|
828,968
|
|
|
880,656
|
|
|
774,210
|
|
||||||||
Net income
|
95,476
|
|
|
58,928
|
|
|
89,918
|
|
|
67,827
|
|
|
167,698
|
|
|
113,418
|
|
|
80,748
|
|
|
35,524
|
|
||||||||
Basic net income per common share
|
1.33
|
|
|
0.83
|
|
|
1.24
|
|
|
0.95
|
|
|
2.31
|
|
|
1.59
|
|
|
1.11
|
|
|
0.50
|
|
||||||||
Diluted net income per common share
|
1.30
|
|
|
0.81
|
|
|
1.22
|
|
|
0.93
|
|
|
2.27
|
|
|
1.55
|
|
|
1.09
|
|
|
0.48
|
|
||||||||
Price range of stock per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
High
|
92.81
|
|
|
71.81
|
|
|
93.06
|
|
|
75.86
|
|
|
99.05
|
|
|
74.84
|
|
|
121.26
|
|
|
78.37
|
|
||||||||
Low
|
75.44
|
|
|
55.10
|
|
|
72.47
|
|
|
60.95
|
|
|
74.91
|
|
|
51.15
|
|
|
105.01
|
|
|
62.81
|
|
(1)
|
The first, second, third and fourth quarters of 2012 include pre-tax costs of $3,316, $4,541, $6,561 and $6,107, respectively, associated with the Company’s integration of Tommy Hilfiger and related restructuring.
|
(2)
|
The third and fourth quarters of 2012 include pre-tax costs of $6,412 and $36,167 associated with the Company’s acquisition of Warnaco, which closed on February 13, 2013.
|
(3)
|
The third and fourth quarters of 2012 include tax benefits of $4,500 and $9,451, respectively, resulting from the recognition of previously unrecognized net operating loss assets and tax credits.
|
(4)
|
The fourth quarter of 2012 includes a pre-tax actuarial loss of $28,142 on pension and other postretirement plans immediately recognized in earnings.
|
(5)
|
The fourth quarter of 2012 includes pre-tax interest expense of $3,656 related to the issuance of $700,000 of senior notes that were used to fund a portion of the purchase price for the acquisition of Warnaco.
|
(6)
|
The first, second, third and fourth quarters of 2011 include pre-tax costs of
$30,459
,
$11,226
,
$9,264
and
$18,573
, respectively, associated with the Company’s integration of Tommy Hilfiger and related restructuring.
|
(7)
|
The first quarter of 2011 includes pre-tax costs of
$16,233
associated with the Company’s modification of its senior secured credit facility.
|
(8)
|
The second, third and fourth quarters of 2011 include pre-tax costs of $
6,650
, $
502
and $
966
, respectively, associated with the Company’s negotiated early termination of its license to market sportswear under the
Timberland
brand and its exit of the Izod women’s wholesale sportswear business.
|
(9)
|
The third quarter of 2011 includes an expense of $
20,709
recorded in connection with the Company’s reacquisition of the rights to the
Tommy Hilfiger
trademarks in India that had been subject to a perpetual license.
|
(10)
|
The fourth quarter of 2011 includes a pre-tax actuarial loss of $76,120 on pension and other postretirement plans immediately recognized in earnings.
|
(11)
|
The fourth quarter of 2011 includes a tax benefit of $
5,352
resulting from the revaluation of certain deferred tax liabilities in connection with a decrease in the tax rate in Japan.
|
(12)
|
The first, second and third quarters of 2012, as well as the first, second, third and fourth quarters of 2011, include amounts that have been adjusted from the amounts that were previously reported in the Company’s 2012 and 2011 Quarterly Reports on Form 10-Q and 2011 Annual Report on Form 10-K. In the fourth quarter of 2012, the Company retrospectively changed its method of accounting for defined benefit pension plans to (i) calculate expected return on
|
|
|
First Quarter 2012
|
|
Second Quarter 2012
|
|
Third Quarter 2012
|
||||||||||||||||||||||||||||||
|
|
As Originally Reported in Form 10-Q in 2012
|
|
Adjustments
|
|
As Retrospectively Adjusted
|
|
As Originally Reported in Form 10-Q in 2012
|
|
Adjustments
|
|
As Retrospectively Adjusted
|
|
As Originally Reported in Form 10-Q in 2012
|
|
Adjustments
|
|
As Retrospectively Adjusted
|
||||||||||||||||||
Net income
|
|
$
|
93,114
|
|
|
$
|
2,362
|
|
|
$
|
95,476
|
|
|
$
|
87,702
|
|
|
$
|
2,216
|
|
|
$
|
89,918
|
|
|
$
|
165,409
|
|
|
$
|
2,289
|
|
|
$
|
167,698
|
|
Basic net income per common share
|
|
1.29
|
|
|
0.04
|
|
|
1.33
|
|
|
1.21
|
|
|
0.03
|
|
|
1.24
|
|
|
2.28
|
|
|
0.03
|
|
|
2.31
|
|
|||||||||
Diluted net income per common share
|
|
1.27
|
|
|
0.03
|
|
|
1.30
|
|
|
1.19
|
|
|
0.03
|
|
|
1.22
|
|
|
2.24
|
|
|
0.03
|
|
|
2.27
|
|
|
|
First Quarter 2011
|
|
Second Quarter 2011
|
|
Third Quarter 2011
|
|
Fourth Quarter 2011
|
||||||||||||||||||||||||||||||||
|
|
As Originally Reported in Form 10-Q in 2011
|
Adjustments
|
As Retrospectively Adjusted
|
|
As Originally Reported in Form 10-Q in 2011
|
Adjustments
|
As Retrospectively Adjusted
|
|
As Originally Reported in Form 10-Q in 2011
|
Adjustments
|
As Retrospectively Adjusted
|
|
As Originally Reported in Form 10-K in 2011
|
Adjustments
|
As Retrospectively Adjusted
|
||||||||||||||||||||||||
Net income
|
|
$
|
57,667
|
|
$
|
1,261
|
|
$
|
58,928
|
|
|
$
|
66,729
|
|
$
|
1,098
|
|
$
|
67,827
|
|
|
$
|
112,239
|
|
$
|
1,179
|
|
$
|
113,418
|
|
|
$
|
81,246
|
|
$
|
(45,722
|
)
|
$
|
35,524
|
|
Basic net income per common share
|
|
0.81
|
|
0.02
|
|
0.83
|
|
|
0.94
|
|
0.01
|
|
0.95
|
|
|
1.57
|
|
0.02
|
|
1.59
|
|
|
1.13
|
|
(0.63
|
)
|
0.50
|
|
||||||||||||
Diluted net income per common share
|
|
0.79
|
|
0.02
|
|
0.81
|
|
|
0.92
|
|
0.01
|
|
0.93
|
|
|
1.54
|
|
0.01
|
|
1.55
|
|
|
1.11
|
|
(0.63
|
)
|
0.48
|
|
/s/ EMANUEL CHIRICO
|
/s/ MICHAEL SHAFFER
|
|
|
Emanuel Chirico
|
Michael Shaffer
|
Chairman and Chief Executive Officer
|
Executive Vice President and Chief
|
April 3, 2013
|
Operating & Financial Officer
|
|
April 3, 2013
|
|
2012
(1)
|
|
2011
(2),(6)
|
|
2010
(3),(6)
|
|
2009
(4),(6)
|
|
2008
(5),(6)
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
6,042,999
|
|
|
$
|
5,890,624
|
|
|
$
|
4,636,848
|
|
|
$
|
2,398,731
|
|
|
$
|
2,491,935
|
|
Cost of goods sold, expenses and other income items
|
5,382,637
|
|
|
5,399,451
|
|
|
4,433,818
|
|
|
2,168,057
|
|
|
2,403,206
|
|
|||||
Income before interest and taxes
|
660,362
|
|
|
491,173
|
|
|
203,030
|
|
|
230,674
|
|
|
88,729
|
|
|||||
Interest expense, net
|
117,250
|
|
|
128,088
|
|
|
126,822
|
|
|
32,229
|
|
|
27,444
|
|
|||||
Income tax expense
|
109,272
|
|
|
87,388
|
|
|
21,831
|
|
|
44,946
|
|
|
22,226
|
|
|||||
Net income
|
$
|
433,840
|
|
|
$
|
275,697
|
|
|
$
|
54,377
|
|
|
$
|
153,499
|
|
|
$
|
39,059
|
|
Per Share Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net income per common share
|
$
|
5.98
|
|
|
$
|
3.86
|
|
|
$
|
0.83
|
|
|
$
|
2.97
|
|
|
$
|
0.76
|
|
Diluted net income per common share
|
5.87
|
|
|
3.78
|
|
|
0.81
|
|
|
2.92
|
|
|
0.75
|
|
|||||
Dividends paid per common share
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|||||
Stockholders’ equity per equivalent common share
(7)
|
44.61
|
|
|
37.59
|
|
|
34.28
|
|
|
22.51
|
|
|
19.40
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
$
|
2,437,006
|
|
|
$
|
1,739,235
|
|
|
$
|
1,835,289
|
|
|
$
|
994,883
|
|
|
$
|
864,429
|
|
Current liabilities (including short-term borrowings and current portion of long-term debt)
|
1,162,447
|
|
|
1,043,871
|
|
|
931,255
|
|
|
362,881
|
|
|
349,238
|
|
|||||
Working capital
|
1,274,559
|
|
|
695,364
|
|
|
904,034
|
|
|
632,002
|
|
|
515,191
|
|
|||||
Total assets
|
7,781,549
|
|
|
6,752,361
|
|
|
6,784,350
|
|
|
2,339,679
|
|
|
2,200,184
|
|
|||||
Capital leases
|
31,060
|
|
|
26,753
|
|
|
24,891
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
2,211,642
|
|
|
1,832,925
|
|
|
2,364,002
|
|
|
399,584
|
|
|
399,567
|
|
|||||
Stockholders’ equity
|
3,252,569
|
|
|
2,715,449
|
|
|
2,442,544
|
|
|
1,168,553
|
|
|
998,795
|
|
|||||
Other Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total debt to total capital
(8)
|
41.9
|
%
|
|
41.7
|
%
|
|
49.5
|
%
|
|
25.5
|
%
|
|
28.6
|
%
|
|||||
Net debt to net capital
(9)
|
30.8
|
%
|
|
38.6
|
%
|
|
43.7
|
%
|
|
(7.5
|
)%
|
|
6.7
|
%
|
|||||
Current ratio
|
2.1
|
|
|
1.7
|
|
|
2.0
|
|
|
2.7
|
|
|
2.5
|
|
(1)
|
2012 includes (a) pre-tax costs of $20,525 associated with the Company’s integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $42,579 associated with the Company’s acquisition of Warnaco, which closed on February 13, 2013; (c) a pre-tax actuarial loss of $28,142 on pension and other postretirement plans immediately recognized in earnings; (d) pre-tax interest expense of $3,656 related to the issuance of $700,000 of senior notes that were used to fund a portion of the purchase price for the acquisition of Warnaco; and (e) a tax benefit of $13,951 resulting from the recognition of previously unrecognized net operating loss assets and tax credits.
|
(2)
|
2011 includes (a) pre-tax costs of $
69,522
associated with the Company’s integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $
8,118
related to the Company’s negotiated early termination of its license to market sportswear under the
Timberland
brand and its exit of the Izod women’s wholesale sportswear business; (c) a pre-tax expense of $
20,709
recorded in connection with the Company’s reacquisition of the rights to the
Tommy Hilfiger
trademarks in India that had been subject to a perpetual license; (d) pre-tax costs of $
16,233
associated with the Company’s modification of its senior secured credit facility; (e) a pre-tax actuarial loss of $76,120 on pension and other postretirement plans immediately recognized in earnings; and (f) a tax benefit of $5,352 resulting from the revaluation of certain deferred tax liabilities in connection with a decrease in the tax rate in Japan.
|
(3)
|
2010 includes (a) pre-tax costs of
$338,317
associated with the Company’s acquisition and integration of Tommy Hilfiger, including transaction, restructuring and debt extinguishment costs, short-lived non-cash valuation amortization charges and the effects of hedges against Euro to United States dollar exchange rates related to the purchase price; (b) pre-tax costs of
$6,552
associated with the Company’s exit from its United Kingdom and Ireland Van Heusen dresswear and accessories business; (c) a pre-tax actuarial loss of $4,534 on pension and other postretirement plans immediately recognized in earnings; and (d) a tax benefit of
$8,873
related to the lapse of the statute of limitations with respect to certain previously unrecognized tax positions.
|
(4)
|
2009 includes (a) pre-tax costs of
$25,897
associated with the Company’s restructuring initiatives announced in the fourth quarter of 2008; (b) a pre-tax actuarial loss of $9,859 on pension and other postretirement plans immediately recognized in earnings; and (c) a tax benefit of
$29,400
related to the lapse of the statute of limitations with respect to certain previously unrecognized tax positions.
|
(5)
|
2008 includes (a) fixed asset impairment charges of
$60,082
for approximately
200
of the Company’s retail stores; (b) pre-tax costs of
$21,578
associated with the Company’s restructuring initiatives announced in the fourth quarter of 2008; (c) pre-tax costs of
$18,248
associated with the closing of the Company’s Geoffrey Beene outlet retail division; and (d) a pre-tax actuarial loss of $87,838 on pension and other postretirement plans immediately recognized in earnings.
|
(6)
|
2011, 2010, 2009 and 2008 include amounts that have been adjusted from the amounts that were previously reported in the Company’s 2011, 2010, 2009 and 2008 Annual Reports on Form 10-K. In the fourth quarter of 2012, the Company changed its method of accounting for its pension and other postretirement plans to (i) calculate expected return on plan assets using the fair value of plan assets; and (ii) immediately recognize actuarial gains and losses in its operating results in the year in which they occur. The periods presented have been retrospectively adjusted to reflect the effect of these accounting changes. Please refer to Note 1, “Summary of Significant Accounting Policies,” for a further discussion, as well as a summary of the adjustments to the 2011 and 2010 amounts. The following presents amounts previously reported in the Company’s 2009 and 2008 Annual Reports on Form 10-K and the amounts as retrospectively adjusted:
|
|
2009
|
|
2008
|
||||||||||||||||||||
|
As Originally Reported in Form 10-K in 2009
|
|
Adjustments
|
|
As Retrospectively Adjusted
|
|
As Originally Reported in Form 10-K in 2008
|
|
Adjustments
|
|
As Retrospectively Adjusted
|
||||||||||||
Cost of goods sold, expenses and other income items
|
$
|
2,154,919
|
|
|
$
|
13,138
|
|
|
$
|
2,168,057
|
|
|
$
|
2,318,187
|
|
|
$
|
85,019
|
|
|
$
|
2,403,206
|
|
Income before interest and taxes
|
243,812
|
|
|
(13,138
|
)
|
|
230,674
|
|
|
173,748
|
|
|
(85,019
|
)
|
|
88,729
|
|
||||||
Income tax expense
|
49,673
|
|
|
(4,727
|
)
|
|
44,946
|
|
|
54,533
|
|
|
(32,307
|
)
|
|
22,226
|
|
||||||
Net income
|
161,910
|
|
|
(8,411
|
)
|
|
153,499
|
|
|
91,771
|
|
|
(52,712
|
)
|
|
39,059
|
|
||||||
Basic net income per common share
|
3.14
|
|
|
(0.17
|
)
|
|
2.97
|
|
|
1.78
|
|
|
(1.02
|
)
|
|
0.76
|
|
||||||
Diluted net income per common share
|
3.08
|
|
|
(0.16
|
)
|
|
2.92
|
|
|
1.76
|
|
|
(1.01
|
)
|
|
0.75
|
|
(7)
|
Stockholders’ equity per equivalent common share is calculated by dividing stockholders’ equity by the sum of common shares outstanding and the number of common shares that the Company’s Series A convertible preferred shares are convertible into for the applicable years, as such convertible preferred stock is classified within stockholders’ equity in the Company’s Consolidated Balance Sheets.
|
(8)
|
Total capital equals interest-bearing debt (including capital leases) and stockholders’ equity.
|
(9)
|
Net debt and net capital are total debt (including capital leases) and total capital reduced by cash.
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions Charged to Costs and Expenses
|
|
Additions Charged to
Other
Accounts
|
|
|
|
|
||||||||||
|
|
Balance at Beginning
of Period
|
|
|
|
|
|
Balance
at End
of Period
|
||||||||||||
|
|
|
|
|
|
|
||||||||||||||
Description
|
|
|
|
|
Deductions
|
|
||||||||||||||
Year Ended February 3, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
15,744
|
|
|
$
|
6,315
|
|
|
$
|
—
|
|
|
$
|
5,945
|
|
(c)
|
$
|
16,114
|
|
Allowance/accrual for operational chargebacks and customer markdowns (a)
|
|
163,132
|
|
|
320,914
|
|
|
—
|
|
|
332,984
|
|
|
151,062
|
|
|||||
Total
|
|
178,876
|
|
|
327,229
|
|
|
—
|
|
|
338,929
|
|
|
167,176
|
|
|||||
Year Ended January 29, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
11,105
|
|
|
$
|
6,332
|
|
|
$
|
—
|
|
|
$
|
1,693
|
|
(c)
|
$
|
15,744
|
|
Allowance/accrual for operational chargebacks and customer markdowns (a)
|
|
161,691
|
|
|
337,948
|
|
|
—
|
|
|
336,507
|
|
|
163,132
|
|
|||||
Total
|
|
172,796
|
|
|
344,280
|
|
|
—
|
|
|
338,200
|
|
|
178,876
|
|
|||||
Year Ended January 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
7,224
|
|
|
$
|
1,603
|
|
|
$
|
6,040
|
|
(b)
|
$
|
3,762
|
|
(c)
|
$
|
11,105
|
|
Allowance/accrual for operational chargebacks and customer markdowns (a)
|
|
91,887
|
|
|
242,712
|
|
|
64,625
|
|
(b)
|
237,533
|
|
|
161,691
|
|
|||||
Total
|
|
99,111
|
|
|
244,315
|
|
|
70,665
|
|
|
241,295
|
|
|
172,796
|
|
(a)
|
Contains activity associated with the wholesale sales allowance accrual included in accrued expenses. Please see Note 20, “Other Comments” for specified amounts.
|
(b)
|
Principally due to the acquisition of Tommy Hilfiger in 2010.
|
(c)
|
Principally accounts written off as uncollectible, net of recoveries.
|
“(t)
|
Liens securing Indebtedness Incurred under any Credit Facility, so long as the Senior Secured Leverage Ratio of the Company is less than or equal to 3.5 to 1.0 (for the avoidance of doubt, all Secured Debt outstanding at the time of the calculation of the Senior Secured Leverage Ratio shall be included in such calculation);”
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
4278941 Canada Inc.
|
|
Canada
|
Arrow C.V.
|
|
Netherlands
|
Authentic Fitness On-line, Inc.
|
|
Nevada
|
BassNet, Inc.
|
|
Delaware
|
Calvin Klein Europe B.V.
|
|
Netherlands
|
Calvin Klein Jeanswear Company
|
|
Delaware
|
Calvin Klein, Inc.
|
|
New York
|
CCC Acquisition Corp.
|
|
Delaware
|
CK Jeanswear Asia Limited
|
|
Hong Kong
|
CK Jeanswear Australia Pty Limited
|
|
Australia
|
CK Jeanswear NZ Ltd.
|
|
New Zealand
|
CK Service Corp.
|
|
Delaware
|
CKJ Fashion (Shanghai) Ltd.
|
|
China
|
CKJ Holdings, Inc.
|
|
Delaware
|
CKJ UK Ltd.
|
|
United Kingdom
|
CKU.com Inc.
|
|
Delaware
|
Cluett Peabody Resources Corporation
|
|
Delaware
|
Cluett, Peabody & Co., Inc.
|
|
Delaware
|
Confezioni Moda Italia S.r.l.
|
|
Italy
|
Designer Holdings Ltd.
|
|
Delaware
|
Distribuidor Textil Warnaco Chile Limitada
|
|
Chile
|
Distribuidor Textil Warnaco Peru S.A.
|
|
Peru
|
Elmira 3 B.V.
|
|
Netherlands
|
Gold Lightening Ltd.
|
|
Hong Kong
|
HHS Investments (Japan) Ltd.
|
|
British Virgin Islands
|
Hilfiger Beteiligungsgesellschaft mbH
|
|
Germany
|
Hilfiger Holdings Germany GmbH & Co. KG
|
|
Germany
|
Hilfiger Stores B.V.
|
|
Netherlands
|
Hilfiger Stores BVBA
|
|
Belgium
|
Hilfiger Stores d.o.o.
|
|
Croatia
|
Hilfiger Stores Denmark Aps
|
|
Denmark
|
Hilfiger Stores Finland OY
|
|
Finland
|
Hilfiger Stores France SAS
|
|
France
|
Hilfiger Stores GesmbH
|
|
Austria
|
Hilfiger Stores GmbH
|
|
Germany
|
Hilfiger Stores GmbH
|
|
Switzerland
|
Hilfiger Stores Ireland Ltd.
|
|
Ireland
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
Hilfiger Stores Ltd.
|
|
United Kingdom
|
Hilfiger Stores Luxembourg S.à.r.l
|
|
Luxembourg
|
Hilfiger Stores Netherlands B.V.
|
|
Netherlands
|
Hilfiger Stores Rus LLC
|
|
Russia
|
Hilfiger Stores S.r.l.
|
|
Italy
|
Hilfiger Stores s.r.o.
|
|
Czech Republic
|
Hilfiger Stores SpZoo
|
|
Poland
|
Hilfiger Stores Sweden AB
|
|
Sweden
|
izod.com inc.
|
|
Delaware
|
Jeanswear Services Ltd.
|
|
United Kingdom
|
Karl Lagerfeld LLC
|
|
Delaware
|
Mullion International Limited
|
|
British Virgin Islands
|
Ocean Pacific Apparel Corp.
|
|
Delaware
|
Operadora de Tiendas de Menudeo S. de R.L. de C.V.
|
|
Mexico
|
Premium Garments Wholesale Trading Private Limited
|
|
India
|
PVH Canada, Inc.
|
|
Canada
|
PVH Europe B.V.
|
|
Netherlands
|
PVH Europe, Inc.
|
|
Delaware
|
PVH Far East Limited
|
|
Hong Kong
|
PVH Foreign Holdings Corp.
|
|
Delaware
|
PVH gTLD Holdings LLC
|
|
Delaware
|
PVH Guam, Inc.
|
|
Delaware
|
PVH International B.V.
|
|
Netherlands
|
PVH Management Consultant (Shanghai) Ltd.
|
|
Hong Kong
|
PVH Neckwear, Inc.
|
|
Delaware
|
PVH Prince C.V. Holding Corporation
|
|
Delaware
|
PVH Puerto Rico LLC
|
|
Delaware
|
PVH Puerto Rico, Inc.
|
|
Delaware
|
PVH Realty Corp.
|
|
Delaware
|
PVH Retail Stores LLC
|
|
Delaware
|
PVH Wholesale Corp.
|
|
Delaware
|
PVH Wholesale New Jersey, Inc.
|
|
Delaware
|
T. H. Deutschland GmbH
|
|
Germany
|
T. H. International N.V.
|
|
Netherlands Antilles
|
TH (UK) Limited
|
|
United Kingdom
|
TH 1 Holding (Cyprus) Ltd.
|
|
Cyprus
|
TH Belgium BVBA
|
|
Belgium
|
TH Denmark Aps
|
|
Denmark
|
TH France SAS
|
|
France
|
TH Italia S.r.l.
|
|
Italy
|
TH Monument B.V.
|
|
Netherlands
|
TH Osterreich GesmbH
|
|
Austria
|
TH Sweden AB
|
|
Sweden
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
The Warnaco Group, Inc.
|
|
Delaware
|
Tomcan Investments Inc.
|
|
Delaware
|
Tommy Hilfiger (Eastern Hemisphere) Ltd.
|
|
British Virgin Islands
|
Tommy Hilfiger (HK) Ltd.
|
|
Hong Kong
|
Tommy Hilfiger (India) Ltd.
|
|
British Virgin Islands
|
Tommy Hilfiger B.V.
|
|
Netherlands
|
Tommy Hilfiger Corporation
|
|
British Virgin Islands
|
Tommy Hilfiger Europe B.V.
|
|
Netherlands
|
Tommy Hilfiger Finland OY
|
|
Finland
|
Tommy Hilfiger Footwear Europe GmbH
|
|
Germany
|
Tommy Hilfiger Ireland Limited
|
|
Ireland
|
Tommy Hilfiger Japan Corporation
|
|
Japan
|
Tommy Hilfiger Japan Holding Godo Kaisha
|
|
Japan
|
Tommy Hilfiger Licensing B.V.
|
|
Netherlands
|
Tommy Hilfiger Licensing LLC
|
|
Delaware
|
Tommy Hilfiger Marka Dagitim Ve Ticaret Anonim Sirketi
|
|
Turkey
|
Tommy Hilfiger Norge AS
|
|
Norway
|
Tommy Hilfiger Retail, LLC
|
|
Delaware
|
Tommy Hilfiger Schweiz GmbH
|
|
Switzerland
|
Tommy Hilfiger Services Limited
|
|
United Kingdom
|
Tommy Hilfiger Stores Norge AS
|
|
Norway
|
Tommy Hilfiger U.S.A. Inc.
|
|
Delaware
|
Tommy Hilfiger Wholesale, Inc.
|
|
California
|
Tommy Holding C.V.
|
|
Netherlands
|
Trumpet C.V.
|
|
Netherlands
|
Warnaco (Belgium) SPRL
|
|
Belgium
|
Warnaco (HK) Ltd.
|
|
Barbados
|
Warnaco (Macao) Company Limited
|
|
Macao
|
Warnaco Apparel SA (Proprietary) Limited
|
|
South Africa
|
Warnaco Asia Limited
|
|
Hong Kong
|
Warnaco Austria GmbH
|
|
Austria
|
Warnaco B.V.
|
|
Netherlands
|
Warnaco Commerce (Shanghai) Company Limited
|
|
China
|
Warnaco de Mexico S.de R.L de C.V.
|
|
Mexico
|
Warnaco Denmark A/S
|
|
Denmark
|
Warnaco Deutschland Gmbh
|
|
Germany
|
Warnaco Distribution Srl
|
|
Uruguay
|
Warnaco Fashion SAS
|
|
France
|
Warnaco France S.a.r.l.
|
|
France
|
Warnaco Global Sourcing Limited
|
|
Hong Kong
|
Warnaco Intimo, S.A.
|
|
Spain
|
Warnaco Italy S.r.l.
|
|
Italy
|
Warnaco Korea Company Ltd.
|
|
Korea
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
Warnaco Logistics B.V.
|
|
Netherlands
|
Warnaco Malaysia Sdn Bhd
|
|
Malaysia
|
Warnaco Netherlands B.V.
|
|
Netherlands
|
Warnaco of Canada Company
|
|
Canada
|
Warnaco Poland Sp. z o.o.
|
|
Poland
|
Warnaco Portugal-Vestuario e Acessorios, Sociedade Unipessoal, Lda.
|
|
Portugal
|
Warnaco Puerto Rico, Inc.
|
|
Delaware
|
Warnaco Retail Inc.
|
|
Delaware
|
Warnaco Shanghai Co. Ltd.
|
|
China
|
Warnaco Singapore Private Ltd.
|
|
Singapore
|
Warnaco Swimwear Inc.
|
|
Delaware
|
Warnaco Swimwear Products Inc.
|
|
Delaware
|
Warnaco Switzerland GmbH
|
|
Switzerland
|
Warnaco Taiwan Co. Ltd.
|
|
Taiwan
|
Warnaco U.S., Inc.
|
|
Delaware
|
Warnaco (UK) Limited
|
|
United Kingdom
|
Warnaco Uruguay Srl
|
|
Uruguay
|
Warnaco VDY S.A. de C.V.
|
|
Mexico
|
Warnaco, Inc.
|
|
Delaware
|
Warner’s (EIRE) Teoranta
|
|
Ireland
|
WBR Industria e Comercio de Vestuario Ltda.
|
|
Brazil
|
Wellrose Ltd.
|
|
Hong Kong
|
WF Overseas Fashion C.V.
|
|
Netherlands
|
(i)
|
Post-Effective Amendment No. 2 to Registration Statement (Form S-8, No. 2-73803), which relates to the PVH Corp. Employee Savings and Retirement Plan,
|
(ii)
|
Registration Statement (Form S-8, No. 33-50841), which relates to the PVH Corp. Associates Investment Plan for Residents of the Commonwealth of Puerto Rico,
|
(iii)
|
Registration Statement (Form S-8, No. 333-29765), which relates to the PVH Corp. 1997 Stock Option Plan,
|
(iv)
|
Registration Statement (Form S-8, No. 333-41068), which relates to the PVH Corp. 2000 Stock Option Plan,
|
(v)
|
Registration Statement (Form S-8, No. 333-109000), which relates to the PVH Corp. 2003 Stock Option Plan,
|
(vi)
|
Registration Statement (Form S-8, No. 333-125694), which relates to the PVH Corp. Associates Investment Plan for Residents of the Commonwealth of Puerto Rico,
|
(vii)
|
Registration Statement (Form S-8, No. 333-143921), Registration Statement (Form S-8, No. 333-151966), Registration Statement (Form S-8, No. 333-160382), Registration Statement (Form S-8, No. 333-175240) and Registration Statement (Form S-8, No. 333-183800), each of which relates to the PVH Corp. 2006 Stock Incentive Plan,
|
(viii)
|
Registration Statement (Form S-8, No. 333-158327), which relates to the PVH Corp. Associates Investment Plan for Salaried Associates, and
|
(ix)
|
Registration Statement (Form S-3, No. 333-166190), which relates to an indeterminate amount of debt securities, common stock and preferred stock and pursuant to which PVH Corp. has issued (i) 7 3/8% Senior Notes due 2020; (ii) 4.50% Senior Notes due 2022; and (iii) 5,750,000 shares of common stock to the public,
|
|
/s/ Emanuel Chirico
|
|
Emanuel Chirico
Chairman and Chief Executive Officer
|
|
/s/ Michael Shaffer
|
|
Michael Shaffer
Executive Vice President and
Chief Operating & Financial Officer
|
(i)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Emanuel Chirico
|
|
Name:
|
Emanuel Chirico
Chairman and Chief Executive Officer
|
|
(i)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Michael Shaffer
|
|
Name:
|
Michael Shaffer
Executive Vice President and
Chief Operating & Financial Officer
|
|