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PVH CORP.
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Delaware
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13-1166910
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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200 Madison Avenue, New York, New York
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10016
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(Address of principal executive offices)
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Zip Code
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212-381-3500
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(Registrant’s telephone number)
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Title of Each Class
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Name of Each Exchange
on Which Registered
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Common Stock, $1.00 par value
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(do not check if a smaller
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reporting company)
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Document
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Location in Form 10-K
in which incorporated
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Registrant’s Proxy Statement
for the Annual Meeting of Stockholders to be held on June 18, 2015 |
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Part III
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•
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Calvin Klein Collection
— our “halo” brand, under which men’s and women’s high-end designer apparel and accessories, as well as items for the home, are sold through the wholesale channel across the globe and through flagship stores in Asia and our own
Calvin Klein Collection
retail flagship store on Madison Avenue in New York City;
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•
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Calvin Klein
(platinum label)
—
our “bridge” brand, formerly known as
ck Calvin Klein
, was rebranded in 2013 in order to unify the
Calvin Klein
brands under one umbrella. This line offers apparel and accessories, which are sold in the wholesale channel through specialty and department stores in various regions, as well as in free-standing stores in Asia;
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•
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Calvin Klein
(white label) — our “better” brand includes offerings such as men’s sportswear and dress furnishings, men’s and women’s outerwear, fragrance, accessories, footwear, performance apparel, women’s sportswear, dresses and handbags and items for the home. Distribution is primarily in North America through department stores and free-standing stores;
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•
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Calvin Klein Jeans
— offerings under this label include men’s and women’s jeans and related apparel, which are distributed worldwide, and denim accessories, which are distributed in Europe and Asia; and
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•
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Calvin Klein Underwear
— offerings under this label include men’s and women’s underwear, sleepwear and loungewear, which are distributed worldwide.
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•
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Calvin Klein
Wholesale — We operate wholesale businesses, as mentioned above, through which we distribute and sell
Calvin Klein
products to third party retailers and distributors (in brick and mortar stores and online through e-commerce sites). Given the various price points at which products under the various
Calvin Klein
brands are sold, we have a range of wholesale customers. For example, within North America, our
Calvin Klein
white label men’s dress shirts, neckwear and sportswear are marketed at better price points and are distributed principally in better fashion department and specialty stores, including Macy’s, Inc. and Macys.com. Our
Calvin Klein Collection
and
Calvin Klein
platinum label dress shirts are sold into the more limited channels of luxury or premier department and specialty stores (in stores and online), as well as through free-standing stores.
Our
Calvin Klein Jeans and Calvin Klein Underwear businesses primarily distribute products through department stores, chain stores, Company-operated retail stores, shop-in-shop/concession locations and stores operated under retail licenses and/or distributor agreements and through e-commerce sites operated by key department store customers and pure play e-commerce retailers.
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•
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Calvin Klein
Retail — We operate retail businesses in North America, Europe, Asia and Latin America. Our
Calvin Klein
stores in the United States and Canada are located primarily in premium outlet centers and offer men’s and women’s apparel and other
Calvin Klein
white label products to communicate the
Calvin Klein
lifestyle. We also operate full-price and outlet stores and shop-in-shop/concession shops in Europe, Asia, Mexico and Brazil where we offer
Calvin Klein Jeans
and
Calvin Klein Underwear
products. Across our regional businesses,
Calvin Klein
products are also sold through our company-operated e-commerce sites.
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Calvin Klein Collection —
We market the
Calvin Klein Collection
brand high-end men’s and women’s apparel and accessories collections through our
Calvin Klein Collection
flagship store located in New York City, our Calvin Klein
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•
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Licensing — We maintain licensing and similar arrangements globally for use of the
Calvin Klein
brands in connection with a broad array of products, including women’s dresses and suits, men’s tailored clothing, women’s sportswear and performance apparel, golf apparel, fragrances, cosmetics, eyewear, hosiery, socks, footwear, jewelry, watches, outerwear, handbags, small leather goods and home furnishings. In these arrangements, Calvin Klein combines its design, marketing and branding skills with the specific manufacturing, distribution and geographic capabilities of its licensing and other partners to develop, market and distribute these goods. Calvin Klein has approximately 65 licensing and other arrangements across the
Calvin Klein
brands. The arrangements generally are exclusive to a territory or product category. Additionally, we formed a joint venture, PVH Brands Australia Pty. Limited (“PVH Australia”), in 2013, in which we own a 50% economic interest. The joint venture licenses through a subsidiary the rights to distribute and sell
Calvin Klein
brand products in Australia, New Zealand and other island nations in the South Pacific. In 2014, we contributed to the joint venture our subsidiaries that were operating the Calvin Klein Jeans businesses in Australia and New Zealand and, in connection with this contribution, these subsidiaries were deconsolidated. As part of the Warnaco acquisition, we acquired a 51% interest in a joint venture in India, which licenses the rights to the
Calvin Klein
trademarks in India. During the first quarter of 2014, our joint venture partners’ interests were sold to a new shareholder and, as a result of the entry into a shareholder agreement with different governing arrangements as compared to the arrangements with the prior minority shareholders, we were deemed to no longer hold a controlling interest in the joint venture. As a result, the joint venture was deconsolidated.
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Licensing Partner
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Product Category and Territory
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CK Watch & Jewelry Co., Ltd.
(Swatch SA)
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Men’s and women’s watches (worldwide) and men’s and women’s jewelry (worldwide, excluding Japan)
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CK21 Holdings Pte, Ltd.
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Men’s and women’s platinum label apparel, shoes and accessories (Asia, excluding Japan)
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Coty, Inc.
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Men’s and women’s fragrance, bath products and color cosmetics (worldwide)
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DWI Holdings, Inc. / Himatsingka Seide, Ltd.
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Soft home bed and bath furnishings (United States, Canada, Mexico, Central America, South America and India)
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G-III Apparel Group, Ltd.
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Men’s and women’s coats, swimwear and luggage and women’s suits, dresses, sportswear, active performancewear, handbags and small leather goods (United States, Canada and Mexico with some distribution for certain lines in Europe and elsewhere)
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Jimlar Corporation / LF USA, Inc.
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Men’s, women’s and children’s footwear (United States, Canada, Mexico and certain other jurisdictions for several
Calvin Klein
brands and worldwide for
Calvin Klein Collection
and
Calvin Klein Jeans
)
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Marchon Eyewear, Inc.
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Men’s and women’s optical frames and sunglasses (worldwide)
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McGregor Industries, Inc. / American Essentials, Inc.
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Men’s and women’s socks and women’s tights (United States, Canada, Mexico, Central and South America, Europe, Middle East and Asia, excluding Japan)
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Onward Kashiyama Co. Ltd.
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Men’s and women’s platinum label apparel and women’s platinum label handbags (Japan)
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Peerless Delaware, Inc.
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Men’s tailored clothing (United States, Canada and Mexico)
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•
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Tommy Hilfiger —
Our core line, which embodies the brand’s “classic American cool” spirit and “preppy with a twist” designs and focuses on a 25 to 40 year-old consumer. Products are sold domestically and internationally through our own retail stores (specialty stores and outlet stores), through the wholesale channel and through our e-commerce websites.
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•
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Hilfiger Denim —
This line is inspired by American denim classics with a modern edge that is more casual than the
Tommy Hilfiger
label. Targeting the 18 to 30 year-old denim-oriented consumer, the line focuses on premium denim separates, footwear, bags, accessories, eyewear and fragrance. Products are primarily sold outside North America and can be purchased in our own retail stores, through the wholesale channel and through our e-commerce websites.
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Hilfiger Collection —
This line
is the pinnacle of the
Tommy Hilfiger
product offering and features its most directional styles for women, blending the brand’s Americana heritage with contemporary influences. The collection includes designs that
premiere on the runway during New York Fashion Week, in addition to accessibly priced pre-collections.
Hilfiger Collection
is manufactured in Italy with luxurious premium quality textiles, and is available globally at select
Tommy Hilfiger
stores and wholesale partners, and through our e-commerce websites.
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Tommy Hilfiger Tailored —
This line
integrates a sharp, sophisticated style with the brand’s American menswear heritage. From structured suiting to casual weekend wear, classics are modernized with precision fit, premium fabrics, updated cuts, rich colors and luxe details executed with the brand’s signature twist.
Tommy Hilfiger Tailored
is available globally at select
Tommy Hilfiger
stores and wholesale partners, and through our e-commerce websites.
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Wholesale — The Tommy Hilfiger wholesale business consists of the distribution and sale of products in North America and Europe under the
Tommy Hilfiger
brands to third party retailers (in stores and online) and distributors. The European retail customers range from large department stores to small independent stores. Tommy Hilfiger has, since 2008, made the majority of its North American wholesale sales to Macy’s, which is currently the exclusive department store retailer for
Tommy Hilfiger
men’s and women’s sportswear in the United States.
Tommy Hilfiger
also has a wholesale men’s and women’s sportswear, dress furnishings and accessories business in Canada with Hudson’s Bay Company, Canada’s leading department store.
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Retail — The Tommy Hilfiger retail business principally consists of the distribution and sale of
Tommy Hilfiger
products in North America, Europe and Japan through company-operated full-price specialty and outlet stores, as well as through company-operated e-commerce sites.
Tommy Hilfiger
specialty stores consist of flagship stores, which are generally larger stores situated in high-profile locations in major cities and are intended to enhance local exposure of the brand, and anchor stores, which are located on high-traffic retail streets and in malls in secondary cities and are intended to provide incremental revenue and profitability. Company (outlet) stores in North America are primarily located in premium outlet centers and carry specially designed merchandise that is sold at a lower price point than merchandise sold in our specialty stores. Company (outlet) stores operated by Tommy Hilfiger in Europe and Japan are used primarily to clear excess inventory from previous seasons at discounted prices and, to a lesser extent, carry specially designed merchandise.
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Licensing — We license the
Tommy Hilfiger
brands to third parties both for specific product categories and in certain geographic regions, and generally on an exclusive basis. Tommy Hilfiger has over 25 license agreements.
Tommy Hilfiger
products are also sold through joint ventures in which we are a partner in China, India and Brazil, and, beginning in 2015, Australia, and by third party distributors, licensees and franchisees in Europe, Southeast Asia, Australia, Central and South America and the Caribbean. In 2010, we formed a joint venture in China in which we own a 45% economic interest. The joint venture assumed direct control of the licensed Tommy Hilfiger wholesale and retail distribution business in China from the prior licensee in August 2011. In September 2011, we acquired the perpetually licensed rights to the
Tommy Hilfiger
trademarks in India from GVM International Limited (“GVM”) and acquired from affiliates of GVM a 50% economic interest in a company that was renamed Tommy Hilfiger Arvind Fashion Private Limited (“TH India”). TH India was GVM’s sublicensee of the
Tommy Hilfiger
trademarks for apparel, footwear and handbags in India. As a result of the transaction, TH India is now the direct licensee of the trademarks for all categories (other than fragrance), operates a wholesale apparel, footwear and handbags business in connection with its license and sublicenses the trademarks for certain other product categories in the region. In November 2012, we formed, with an experienced local partner, a joint venture in Brazil in which we own a 40% economic interest. The joint venture holds an exclusive license for the
Tommy Hilfiger
brand in Brazil that became effective in January 2013. Most recently, subsequent to the end of 2014, we completed a transaction whereby the Tommy Hilfiger businesses in Australia (which had previously been licensed to a third party) were added to our existing joint venture in Australia (which previously only licensed the
Calvin Klein
brand).
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Licensing Partner
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Product Category and Territory
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American Sportswear S.A.
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Men’s, women’s and children’s sportswear, accessories and
Hilfiger Denim
distribution (Central America and South America (excluding Brazil))
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Aramis, Inc.
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Fragrance, cosmetics, skincare products and toiletries (worldwide)
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BASECO SA DE CV
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Men’s, women’s and children’s sportswear, accessories (excluding footwear),
Hilfiger Denim
distribution (Mexico)
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Dobotex International B.V.
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Men’s, women’s and children’s socks (Europe)
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F&T Apparel LLC
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Boys’ and girls’ apparel (United States, Canada, Puerto Rico and Guam (Macy’s stores only))
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G-III Apparel Group, Ltd.
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Men’s, women’s and juniors’ outerwear and luggage (United States and Canada)
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GBG USA Inc.
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Bedding, bath, tabletop décor and decorative accessories (United States, Canada and Mexico)
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Marcraft Clothes, Inc.
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Men’s tailored clothing (United States and Canada)
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MBF Holdings LLC
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Men’s and women’s footwear (United States and Canada)
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Movado Group, Inc. & Swissam Products, Ltd.
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Men’s and women’s watches and jewelry (worldwide, excluding Japan (except certain customers))
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Safilo Group S.P.A.
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Men’s, women’s and children’s eyeglasses and non-ophthalmic sunglasses (worldwide, excluding India)
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SK Networks Co., Ltd.
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Men’s, women’s and children’s sportswear and
Hilfiger Denim
distribution (South Korea)
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Swank, Inc.
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Men’s belts and small leather goods (United States, Canada and Mexico)
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Tommy Hilfiger Asia-Pacific, Ltd.
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Men’s, women’s and children’s sportswear and
Hilfiger Denim
distribution (Hong Kong, Macau, Malaysia, Singapore and Taiwan)
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•
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The design and marketing of men’s dress shirts and neckwear primarily to department, chain and specialty stores, mass market stores, club and off-price stores. We market both dress shirts and neckwear under brands including
Van Heusen
,
ARROW
,
IZOD
,
Eagle
,
Sean John
,
Donald J. Trump Signature Collection
,
Kenneth Cole New York
,
Kenneth Cole Reaction
,
DKNY
,
J. Garcia
,
Ike Behar
,
MICHAEL Michael Kors
and
Michael Kors Collection
. We also market dress shirts under the
Geoffrey Beene
,
Chaps
and
Ryan Seacrest
brands and neckwear under the
Nautica
,
Ted Baker
and
Claiborne
brands, among others. We also offer private label dress shirt and neckwear programs to retailers, primarily national department and mass market stores. Collectively, our product offerings represent a sizeable portion of the domestic dress furnishings market.
Van Heusen, Chaps, ARROW
and
Geoffrey Beene
were the first, second, third and fourth best selling national brand dress shirts, respectively, in United States department and chain stores in 2014.
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Brand Name
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Licensor
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Expiration
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Geoffrey Beene
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Geoffrey Beene, LLC
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December 31, 2021, with a right of renewal (subject to certain conditions) through December 31, 2028
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Kenneth Cole New York
and
Kenneth Cole Reaction
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Kenneth Cole Productions (Lic), Inc.
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December 31, 2019
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Chaps
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The Polo/Lauren Company, LP and PRL USA, Inc.
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March 31, 2017
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MICHAEL Michael Kors
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Michael Kors, LLC
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January 31, 2016
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The design and marketing of sportswear, including men’s knit and woven sport shirts, sweaters, bottoms, swimwear and outerwear, at wholesale, primarily under the
IZOD
,
Van Heusen
and
ARROW
brands primarily to department, chain, specialty, mass market, club and off-price stores.
Van Heusen
and
IZOD
were the first and second best selling national brand men’s woven sport shirts, respectively, and
ARROW
was the second best selling national brand men’s knit shirt in United States department and chain stores in 2014.
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The design and marketing of certain men’s, women’s and children’s swimwear, sportswear and related products under the
Speedo
trademark, a premier aquatic brand, exclusively in North America and the Caribbean under a perpetual license with Speedo International Limited, which license we acquired as part of the Warnaco acquisition.
Speedo
products include swimwear and accessories for the performance, fitness and active recreational consumers. These products include swim goggles, water-based fitness products, electronics and other swim and fitness-related products for adults and children, and are distributed through sporting goods stores, team dealers, swim clubs, off-price stores, catalog retailers and e-commerce, including Speedo’s own website.
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The design and marketing of women’s intimate apparel under the
Warner’s
and
Olga
brands.
Warner’s
and
Olga
women’s intimate apparel is primarily distributed in the United States, Canada and Mexico through various distribution channels, including department, chain, mass market, club and off-price stores.
Warner’s
was the second best selling average figure brand in United States department and chain stores in 2014 and has the largest market share for wire-free bras.
Warner
’s experienced particularly strong results in 2014, with all five of its bra launches ranking within the top ten launches for the year.
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Licensing Partner
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Product Category and Territory
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Arvind Ltd.
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ARROW
men’s and women’s dresswear, sportswear and accessories (India, Middle East, Egypt, Ethiopia, Maldives, Nepal, Sri Lanka and South Africa);
IZOD
men’s and women’s sportswear and accessories (India and Middle East)
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ECCE
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ARROW
men’s and women’s dresswear, sportswear and accessories (France, Switzerland and Andorra)
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F&T Apparel LLC
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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)
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Fashion Company S.A.
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Van Heusen
men’s dress furnishings, tailored clothing, sportswear and accessories;
IZOD
men’s and women’s sportswear and accessories (Chile and Peru)
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Intradeco Apparel, Inc.
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ARROW
,
IZOD
, and
Van Heusen
men’s and boys’ sleepwear and loungewear (United States and Canada)
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Madura Garments
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Van Heusen
men’s and women’s dresswear, sportswear and accessories (India and Middle East)
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Manufacturas Interamericana S.A.
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ARROW
men’s and women’s dresswear, sportswear and accessories (Chile, Peru, Argentina and Uruguay)
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Peerless Delaware, Inc.
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Van Heusen
and
IZOD
men’s tailored clothing (United States, Canada and Mexico)
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Thanulux Public Company, Ltd.
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ARROW
men’s dress furnishings, tailored clothing, sportswear and accessories;
ARROW
women’s dresswear and sportswear (Thailand, Myanmar, Laos, Cambodia and Vietnam)
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Van Dale Industries, Inc.
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IZOD
women’s intimates and sleepwear;
Warner’s
and
Olga
women’s shapewear, sleepwear, loungewear and athletic wear (United States and Canada)
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•
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Realizing the long-term Calvin Klein, Tommy Hilfiger and Heritage Brands revenue opportunities;
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Investing in global platforms and operations to support global growth;
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Capturing the digital opportunity, as we focus on growing our sales across all platforms;
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Expanding our brands’ presence in Asia and Latin America;
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Optimizing our global supply chain to support and drive strategic brand initiatives;
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Investing in and developing our global talent; and
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Acquiring licensed businesses where and when we believe that we can leverage our core competencies to operate the business.
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Apparel — Outside of North America, our
Calvin Klein
apparel assortments are underpenetrated compared to our
Tommy Hilfiger
offerings. We believe that we can grow our non-domestic apparel sales, given our strong brand positioning and proven success in other brand offerings. We believe that jeanswear, womenswear and men’s tailored offerings represent significant opportunities, both in North America and internationally.
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Accessories — We see opportunity to grow our handbag, small leather goods and accessories offerings across our geographies. In North America, we are opening free-standing
Calvin Klein
accessories outlet stores, based on encouraging performance in the category. We are also introducing and developing the accessories category in Asia, Europe and Latin America.
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Women’s Intimates — We believe that we can further expand and improve the performance of our women’s intimates assortments, particularly as we leverage our strong positioning and brand awareness in men’s underwear. To that extent, we have been focused on improving our designs, detailing and quality. Fit has been another key focus area, and we are adding extended women’s sizing and tailoring products to accommodate different regional markets. As we make these changes, we also continue to advance our sourcing capabilities, including taking a more regionalized approach, reducing lead times to allow us to respond to customer purchasing patterns and improving speed-to-market for our core and replenishment categories. We have been pleased with performance of several recent global launches, including
Modern Cotton
and
Perfectly Fit
.
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•
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E-commerce — Across all of our geographies, we seek to grow our e-commerce sales within our directly operated sites, as well as those operated by key customers. Accordingly, we have been making significant investments to enhance the functionality, technology and navigation of our e-commerce sites. We are also investing to expand the number of countries to which we ship. To accommodate this growth, we have invested in expanding our supply chain and logistics capabilities.
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Retail expansion — We see room for square footage growth across most of our geographies. We see the largest potential to open additional retail locations in Asia, Latin America, Mexico and, to a lesser extent, Europe, the United States and Canada.
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•
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Wholesale expansion — We believe that we can continue to gain market share and expand our floor space across our key markets.
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•
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Travel retail — Travel retail locations, which are located in major airports across the world, are an important component of Calvin Klein’s growth. We see the largest opportunity to open additional travel retail locations in Asia and Latin America.
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•
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Men’s tailored clothing — We acquired the European men’s tailored license in 2012. We believe that we can grow this business as we leverage our core competencies in dress furnishings and tailored apparel.
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•
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Underwear — We see significant room to grow the Tommy Hilfiger underwear business as we leverage our
Calvin Klein Underwear
expertise with regards to fit, styling, sourcing and fabrics. Emphasizing our ongoing support for the underwear and tailored categories, in December 2014, Tommy Hilfiger announced that internationally renowned tennis star Rafael Nadal will appear as the global brand ambassador for the
Tommy Hilfiger
underwear and
Tommy Hilfiger Tailored
collections beginning in Fall 2015.
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•
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Women’s apparel and accessories —We believe that we can grow our womenswear assortments, particularly in Asia, our least penetrated market. Across the world, our women’s offerings are notably underpenetrated compared to the industry standard of approximately 60%-65%. Throughout 2014, we undertook several efforts to raise awareness of and grow this business, which were successful, including the expansion of the
Hilfiger Collection
wholesale strategy, introduction of a capsule collection with actress Zooey Deschanel and our partnership with Alexa Chung, a model, author and TV personality who is widely known throughout the fashion community.
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•
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E-commerce — Across all of our geographies, we seek to grow our e-commerce sales within our directly operated sites, as well as those operated by key customers. Accordingly, we have been making significant investments to enhance the functionality, technology and user experience across our e-commerce sites. We are also investing to expand the number of countries to which we ship.
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•
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Retail expansion — We see room for square footage growth across most of our geographies. We see the largest potential to open additional retail locations in
the Middle East and Africa, along with France and the United Kingdom and continued growth in Northern Europe and North America. In addition, we operate concession businesses in key department stores in Japan and see opportunities to secure additional key locations to expand our presence and elevate the brand.
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•
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Wholesale expansion — We believe that we can continue to gain market share and expand floor space across key markets and enhance the brand’s distribution of elevated product categories, including
Hilfiger Collection
and
Tommy Hilfiger Tailored
.
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•
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Growing our licensed operations — Our licensed operations in Latin America (particularly Brazil) and Asia Pacific (including China, India, Southeast Asia and Australia) represent a significant growth opportunity for us. We believe there are ample opportunities for additional licensee, franchisee and distributor locations.
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•
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Dress Furnishings — We operate the world’s largest dress shirt and neckwear business. We are focused on maintaining and expanding our positioning as we introduce innovative new styles and designs. Across our businesses, we are continually evaluating new brand licensing opportunities, which will allow us to leverage our strong established platforms in the dress furnishings category.
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•
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Sportswear — Across our sportswear offerings, we are focused on elevating our products through quality, detailing and fashion. Brand specific initiatives exist as well. For
IZOD
, we seek to expand our offerings at Kohl’s Corporation, grow our golf business and continue to invest in in-store branding and new shop presentations. For
Van Heusen
and
ARROW,
we are focused on strengthening our position in the mid-tier department stores, reinforcing the value equation for each brand and growing through cross-channel expansion.
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•
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Core Intimates — We see a healthy path of growth for
Warner’
s and
Olga
. Within our existing wholesale presentations, we have been investing in enhanced fixtures, signage and additional marketing support. These investments have led to improved sell-throughs, as they have helped elevate our brand perception with consumers and showcase our products more effectively. We also believe that we can expand our distribution, particularly within the mass channel and throughout Mexico (primarily across mass retailers).
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•
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Swim — Given
Speedo’
s strong reputation in the world of competitive swimming, we plan to continually innovate and extend our product offerings of swimwear and swim products. We also see potential to broaden the brand’s customer base and relevance beyond the competitive swimmer population to reach more general fitness and recreational consumers. We look to leverage opportunities around the 2016 Olympics to further fuel the business.
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•
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E-commerce — E-commerce is a notable focus area, as we seek to increase our presence within the e-commerce sites operated by our key department store partners, through pure-play e-tailers and through our directly operated
www.speedousa.com
website. Through third party websites, we are focused on expanding our product offerings, raising their profile, and improving our sell-throughs. Within our directly operated
Speedo USA
website, we are focused on generating higher traffic, enhancing our technologies and improving website navigation.
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•
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Wholesale expansion — We believe that we can expand our penetration across key wholesale accounts by gaining market share, opening additional shop environments (including leveraging our recent launch of
IZOD
at Kohl’s and expanding
ARROW
across J.C. Penney Company, Inc. locations starting in Fall 2015) and expanding our product offerings.
|
Name
|
|
Age
|
|
Position
|
|
Emanuel Chirico
|
|
57
|
|
|
Chairman and Chief Executive Officer
|
Michael A. Shaffer
|
|
52
|
|
|
Executive Vice President and Chief Operating & Financial Officer
|
Francis K. Duane
|
|
58
|
|
|
Chief Executive Officer, Heritage Brands and North America Wholesale
|
Daniel Grieder
|
|
53
|
|
|
Chief Executive Officer, Tommy Hilfiger, PVH Europe
|
Steve B. Shiffman
|
|
57
|
|
|
President and Chief Executive Officer, Calvin Klein
|
Mark D. Fischer
|
|
53
|
|
|
Executive Vice President, General Counsel & Secretary
|
Dave Kozel
|
|
59
|
|
|
Executive Vice President, Human Resources
|
•
|
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.
|
•
|
continue to realize the 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, share repurchases, dividend payments, 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 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 and Heritage Brands administrative offices and showrooms
|
Leased
|
|
209,000
|
|
New York, New York
|
Calvin Klein administrative offices and showrooms
|
Leased
|
|
380,000
|
|
New York, New York
|
Tommy Hilfiger administrative offices and showrooms
|
Leased
|
|
305,000
|
|
Bridgewater, New Jersey
|
Corporate, finance and retail administrative offices
|
Leased
|
|
249,000
|
|
Amsterdam, The Netherlands
|
Tommy Hilfiger and Calvin Klein administrative offices, warehouse and showrooms
|
Leased
|
|
255,000
|
|
Venlo/Tegelen, The Netherlands
|
Warehouse and distribution centers
|
Leased
|
|
1,265,000
|
|
McDonough, Georgia
|
Warehouse and distribution center
|
Leased
|
|
851,000
|
|
Jonesville, North Carolina
|
Warehouse and distribution center
|
Owned
|
|
747,000
|
|
Irwindale, California
|
Warehouse and distribution center
|
Leased
|
|
486,000
|
|
Chattanooga, Tennessee
|
Warehouse and distribution center
|
Owned
|
|
451,000
|
|
Reading, Pennsylvania
|
Warehouse and distribution center
|
Owned
|
|
410,000
|
|
Montreal, Canada
|
Administrative office, warehouses and distribution centers
|
Leased
|
|
183,000
|
|
Los Angeles, California
|
Warehouse and neckwear manufacturing facility
|
Leased
|
|
200,000
|
|
Hong Kong, China
|
Corporate, Calvin Klein and Tommy Hilfiger administrative offices
|
Leased
|
|
148,000
|
|
Mexico City, Mexico
|
Calvin Klein administrative offices, warehouse and showroom
|
Leased
|
|
120,000
|
|
Brinkley, Arkansas
|
Warehouse and distribution center
|
Owned
|
|
112,000
|
|
Dusseldorf, Germany
|
Tommy Hilfiger showrooms
|
Leased
|
|
74,000
|
|
Paris, France
|
Calvin Klein administrative offices
|
Leased
|
|
44,000
|
|
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
|
|||||
November 3, 2014
|
|
|
|
|
|
|
|
|
|||||
November 30, 2014
|
|
3,750
|
|
|
$
|
114.35
|
|
|
—
|
|
|
—
|
|
December 1, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 4, 2015
|
|
699
|
|
|
125.60
|
|
|
—
|
|
|
—
|
|
|
January 5, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 1, 2015
|
|
219
|
|
|
121.16
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,668
|
|
|
$
|
116.35
|
|
|
—
|
|
|
—
|
|
(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
2014
principally in connection with the settlement of vested restricted stock units and restricted stock to satisfy tax withholding requirements.
|
Value of $100.00 invested after 5 years:
|
|
||
|
|
||
Our Common Stock
|
$
|
283.21
|
|
S&P 500 Index
|
$
|
206.86
|
|
S&P 500 Apparel, Accessories & Luxury Goods Index
|
$
|
219.19
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Net sales
|
$
|
7,849
|
|
|
$
|
7,806
|
|
|
$
|
5,541
|
|
Royalty revenue
|
300
|
|
|
291
|
|
|
370
|
|
|||
Advertising and other revenue
|
92
|
|
|
90
|
|
|
132
|
|
|||
Total revenue
|
8,241
|
|
|
8,186
|
|
|
6,043
|
|
|||
Gross profit
|
4,327
|
|
|
4,219
|
|
|
3,249
|
|
|||
% of total revenue
|
52.5
|
%
|
|
51.5
|
%
|
|
53.8
|
%
|
|||
Selling, general and administrative expenses
|
3,714
|
|
|
3,673
|
|
|
2,594
|
|
|||
% of total revenue
|
45.1
|
%
|
|
44.9
|
%
|
|
42.9
|
%
|
|||
Debt modification and extinguishment costs
|
93
|
|
|
40
|
|
|
—
|
|
|||
Equity in income of unconsolidated affiliates, net
|
10
|
|
|
8
|
|
|
5
|
|
|||
Income before interest and taxes
|
530
|
|
|
513
|
|
|
660
|
|
|||
Interest expense
|
144
|
|
|
192
|
|
|
119
|
|
|||
Interest income
|
5
|
|
|
8
|
|
|
1
|
|
|||
Income before taxes
|
391
|
|
|
329
|
|
|
543
|
|
|||
Income tax (benefit) expense
|
(48
|
)
|
|
185
|
|
|
109
|
|
|||
Net income
|
439
|
|
|
143
|
|
|
434
|
|
|||
Less: Net loss attributable to redeemable non-controlling interest
|
0
|
|
0
|
|
—
|
|
|||||
Net income attributable to PVH Corp.
|
$
|
439
|
|
|
$
|
144
|
|
|
$
|
434
|
|
•
|
The aggregate addition of $141 million in net sales attributable to growth in our Tommy Hilfiger North America and Tommy Hilfiger International segments. Tommy Hilfiger North America net sales increased 6%, principally due to high-single digit percentage wholesale growth, retail comparable store sales growth of 2% and square footage expansion in Company-operated stores. Tommy Hilfiger International net sales increased 3%, driven principally by
|
•
|
The net addition of $86 million in net sales in our Calvin Klein North America and Calvin Klein International segments. Calvin Klein North America net sales increased 6% due to the ten additional days of operations in 2014 of the acquired Calvin Klein businesses compared to 2013, combined with mid-single digit percentage wholesale growth, a 2% increase in retail comparable store sales and square footage expansion in Company-operated stores. Calvin Klein International net sales increased 1% as the impact of the ten additional days of operations in 2014 of the acquired Calvin Klein businesses compared to 2013 and the absence in 2014 of $30 million of sales returns recorded in 2013 for certain wholesale customers in Asia in connection with our initiative to reduce excess inventory levels was partially offset by a 5% decrease in international retail comparable store sales and a 1% negative impact from foreign currency translation. The decline in international retail comparable store sales is due in large part to a decrease in Asia resulting from the timing of the Chinese New Year, as fiscal 2014 did not include a Chinese New Year, while the holiday fell into both the first and fourth quarters in 2013. Also contributing to the retail comparable store decline was underperformance in Europe in the first half of the year.
|
•
|
The net reduction of $185 million of net sales in our Heritage Brands Retail and Heritage Brands Wholesale segments, which includes a reduction of $176 million related to the loss of net sales of the exited Bass business, as mid-single digit percentage growth in the wholesale sportswear business was more than offset by poor performance within the dress shirt business and a 5% comparable store sales decline in our retail stores (excluding the Izod retail business in the fourth quarter, which is no longer included in retail comparable store sales as the business is being exited in 2015).
|
•
|
The net addition of $313 million in net sales in our Heritage Brands Wholesale and Heritage Brands Retail segments. The acquired Speedo, Warner’s and Olga businesses contributed $450 million of net sales in our Heritage Brands Wholesale segment and revenue in our pre-acquisition ongoing Heritage Brands wholesale businesses increased 2%. These revenue increases were partially offset by (i) the loss of $75 million of revenue generated in the fourth quarter of 2012 related to the exited Bass business, (ii) the loss of sales related to the exited Izod women’s and Timberland wholesale sportswear businesses, which totaled $42 million in 2012, and (iii) a comparable store sales decline of 7% in the retail business due, in large part, to weak performance at Bass during the first three quarters of 2013.
|
•
|
The aggregate addition of $209 million in 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 8%,
|
|
2014
|
|
2013
|
|
2012
|
|||
Components of revenue:
|
|
|
|
|
|
|||
Net sales
|
95.2
|
%
|
|
95.4
|
%
|
|
91.7
|
%
|
Royalty, advertising and other revenue
|
4.8
|
%
|
|
4.6
|
%
|
|
8.3
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit as a % of total revenue
|
52.5
|
%
|
|
51.5
|
%
|
|
53.8
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
SG&A expenses
|
$
|
3,714
|
|
|
$
|
3,673
|
|
|
$
|
2,594
|
|
% of total revenue
|
45.1
|
%
|
|
44.9
|
%
|
|
42.9
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
(dollars in millions)
|
|
|
|
|
|
||||||
Income tax (benefit) expense
|
$
|
(48
|
)
|
|
$
|
185
|
|
|
$
|
109
|
|
Income tax (benefit) expense as a % of pre-tax income
|
(12.1
|
)%
|
|
56.4
|
%
|
|
20.1
|
%
|
(In millions)
|
February 1, 2015
|
|
February 2, 2014
|
||||
Short-term borrowings
|
$
|
8
|
|
|
$
|
7
|
|
Current portion of long-term debt
|
99
|
|
|
85
|
|
||
Capital lease obligations
|
18
|
|
|
25
|
|
||
Long-term debt
|
3,439
|
|
|
3,878
|
|
||
Stockholders’ equity
|
4,364
|
|
|
4,335
|
|
•
|
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
|
||||||||||||||||||
Description
|
|
Total
Obligations
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||
(In millions)
|
|
|
||||||||||||||||||
Long-term debt
(1)
|
|
$
|
3,549
|
|
|
$
|
99
|
|
|
$
|
323
|
|
|
$
|
1,490
|
|
|
$
|
1,637
|
|
Interest payments on long-term debt
|
|
627
|
|
|
107
|
|
|
227
|
|
|
165
|
|
|
128
|
|
|||||
Short-term borrowings
|
|
8
|
|
|
8
|
|
|
|
|
|
|
|
||||||||
Operating and capital leases
(2)
|
|
2,046
|
|
|
379
|
|
|
581
|
|
|
453
|
|
|
633
|
|
|||||
Inventory purchase commitments
(3)
|
|
1,123
|
|
|
1,123
|
|
|
|
|
|
|
|
||||||||
Minimum contractual royalty payments
(4)
|
|
77
|
|
|
24
|
|
|
32
|
|
|
13
|
|
|
8
|
|
|||||
Non-qualified supplemental defined benefit plans
(5)
|
|
16
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
8
|
|
|||||
Sponsorship and model payments
(6)
|
|
23
|
|
|
13
|
|
|
8
|
|
|
2
|
|
|
0
|
|
|||||
Severance payments
(7)
|
|
16
|
|
|
15
|
|
|
1
|
|
|
|
|
|
|||||||
Other contractual obligations
(8)
|
|
20
|
|
|
20
|
|
|
|
|
|
|
|
||||||||
Total contractual cash obligations
|
|
$
|
7,505
|
|
|
$
|
1,790
|
|
|
$
|
1,175
|
|
|
$
|
2,126
|
|
|
$
|
2,414
|
|
(1)
|
At
February 1, 2015
, we had outstanding $1.912 billion under a senior secured Term Loan A facility and $837 million under a senior secured Term Loan B facility, which require mandatory payments through February 13, 2020 (according to the mandatory repayment schedules), $700 million of 4 1/2% senior unsecured notes due December 15, 2022 and $100 million of 7 3/4% debentures due November 15, 2023.
|
(2)
|
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 15, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
|
(3)
|
Represents contractual commitments for goods on order and not received or paid for as of
February 1, 2015
. 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 9, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
|
(4)
|
Our minimum contractual royalty payments arise under numerous license agreements we have with third parties, each of which has different 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 based on a percentage of sales 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, in some cases requiring a minimum amount to be paid. Any advertising payments, with the exception of minimum payments to licensors, 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.
|
(5)
|
We have an unfunded non-qualified supplemental defined benefit plan covering certain retired executives under which the participants will receive a predetermined amount during the 10 years following the attainment of age 65, provided that prior to the termination of employment with us, the participant has been in such plan for at least 10 years and has attained age 55.
|
(6)
|
Represents payment obligations for sponsorships. We have agreements relating to our sponsorship of the Barclay’s Center, the Brooklyn Nets and certain other professional sports teams and athletes and other similar sponsorships, as well as agreements with models and stylists.
|
(7)
|
Represents severance payment obligations primarily related to the acquisition and integration of Warnaco and the closure of our Izod retail business.
|
(8)
|
Represents a payment of $20 million to PVH Australia to contribute our 50% share of the joint venture funding. This amount is classified as restricted cash, which is included in other current assets in our Consolidated Balance Sheet as of February 1, 2015.
|
(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
|
|
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 of Phillips-Van Heusen Corporation (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
|
|
Certificate Eliminating Reference to Series A Convertible Preferred Stock From Certificate of Incorporation of PVH Corp. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on May 3, 2013).
|
|
|
|
||
3.8
|
|
By-Laws of PVH Corp., 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); Fourth Supplemental Indenture, dated as of February 13, 2013 to Indenture, dated as of November 1, 1993, between PVH Corp. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.11 to our Quarterly Report on Form 10-Q for the period ended May 5, 2013).
|
|
|
|
4.3
|
|
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 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).
|
|
|
|
*10.5
|
|
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).
|
|
|
|
*10.6
|
|
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).
|
|
|
|
*10.7
|
|
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).
|
|
|
*10.8
|
|
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); Third Amended and Restated Employment Agreement, dated as of July 1, 2013, between Calvin Klein, Inc. and Paul Thomas Murry
(incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended August 4, 2013); Amendment to Third Amended and Restated Employment Agreement, dated as of March 24, 2014, between Calvin Klein, Inc. and Paul Thomas Murry (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed March 25, 2014 (“Date of Report” of March 24, 2014)).
|
|
|
|
*10.9
|
|
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).
|
|
|
|
10.10
|
|
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).
|
|
|
|
*10.11
|
|
PVH Corp. Performance Incentive Bonus Plan, as amended and restated effective May 2, 2013 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed June 26, 2013).
|
|
|
|
*10.12
|
|
PVH Corp. Long-Term Incentive Plan, as amended and restated effective May 2, 2013 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed June 26, 2013).
|
|
|
|
*10.13
|
|
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); PVH Corp. 2006 Stock Incentive Plan, as amended and restated effective May 7, 2014 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended August 3, 2014).
|
|
|
|
*10.14
|
|
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).
|
|
|
|
*10.15
|
|
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).
|
|
|
|
*10.16
|
|
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).
|
|
|
|
*10.17
|
|
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).
|
|
|
*10.18
|
|
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); Alternative Form of Performance Share Unit Award Agreement under the PVH Corp. 2006 Stock Incentive Plan, effective as of May 1, 2013 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended May 5, 2013).
|
|
|
|
*10.19
|
|
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).
|
|
|
|
*10.20
|
|
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).
|
|
|
|
*10.21
|
|
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).
|
|
|
|
10.22
|
|
Credit and Guaranty Agreement, dated as of February 13, 2013, among PVH Corp., Tommy Hilfiger B.V., certain subsidiaries of PVH Corp., Barclays Bank PLC as Administrative Agent and Collateral Agent, Joint Lead Arranger and Joint Lead Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated as Co-Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner, Citigroup Global Markets Inc. as Co-Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner, Credit Suisse Securities (USA) LLC as Co-Documentation Agent and Joint Lead Bookrunner, Royal Bank of Canada as Co-Documentation Agent, and RBC Capital Markets as Joint Lead Bookrunner (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 5, 2013); First Amendment to Credit Agreement, dated as of March 21, 2014, entered into by and among PVH Corp., PVH B.V. (formerly known as Tommy Hilfiger B.V.), the Guarantors listed on the signature pages thereto, each Lender party thereto, each Lender Counterparty party thereto, each Issuing Bank party thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 4, 2014).
|
|
|
|
*10.23
|
|
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).
|
|
|
|
*10.24
|
|
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); Amended and Restated Employment Agreement, dated as of July 23, 2013, between PVH B.V. and Fred Gehring (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended August 4, 2013); Amendment to Amended and Restated Employment Agreement, dated as of December 23, 2013, between PVH B.V. and Fred Gehring (incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K for the fiscal year ended February 2, 2014); Second Amendment to Amended and Restated Employment Agreement, dated as of May 23, 2014, between PVH B.V. and Fred Gehring (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 5, 2014).
|
|
|
|
+*10.25
|
|
Second Amended and Restated Employment Agreement, dated as of December 16, 2008, between Phillips-Van Heusen Corporation and Steven B. Shiffman.
|
|
|
|
+*10.26
|
|
First Amendment to Second Amended and Restated Employment Agreement, dated as of March 31, 2011, between Phillips-Van Heusen Corporation and Steven B. Shiffman.
|
|
|
|
+*10.27
|
|
Second Amendment to Second Amended and Restated Employment Agreement, dated as of June 1, 2013, between PVH Corp. and Steven B. Shiffman.
|
|
|
+*10.28
|
|
Employment Contract, dated as of April 22, 2004, between Tommy Hilfiger Europe B.V. and Daniel Grieder.
|
|
|
|
+*10.29
|
|
Addendum to Contract of Employment, dated as of July 8, 2004, between Tommy Hilfiger Europe B.V. and Daniel Grieder.
|
|
|
|
+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 1, 2015
|
Emanuel Chirico
|
(Principal Executive Officer)
|
|
|
|
|
/s/ MICHAEL SHAFFER
|
Executive Vice President and Chief Operating &
|
April 1, 2015
|
Michael Shaffer
|
Financial Officer (Principal Financial Officer)
|
|
|
|
|
/s/ BRUCE GOLDSTEIN
|
Senior Vice President and Controller
|
April 1, 2015
|
Bruce Goldstein
|
(Principal Accounting Officer)
|
|
|
|
|
/s/ FRED GEHRING
|
Executive Chairman, Tommy Hilfiger and
|
April 1, 2015
|
Fred Gehring
|
Vice Chairman and Director
|
|
|
|
|
/s/ MARY BAGLIVO
|
Director
|
April 1, 2015
|
Mary Baglivo
|
||
|
|
|
/s/ BRENT CALLINICOS
|
Director
|
April 1, 2015
|
Brent Callinicos
|
||
|
|
|
/s/ JUAN FIGUEREO
|
Director
|
April 1, 2015
|
Juan Figuereo
|
||
|
|
|
/s/ JOSEPH B. FULLER
|
Director
|
April 1, 2015
|
Joseph B. Fuller
|
||
|
|
|
/s/ BRUCE MAGGIN
|
Director
|
April 1, 2015
|
Bruce Maggin
|
||
|
|
|
/s/ V. JAMES MARINO
|
Director
|
April 1, 2015
|
V. James Marino
|
||
|
|
|
/s/ GERALDINE (PENNY) MCINTYRE
|
Director
|
April 1, 2015
|
Geraldine (Penny) McIntyre
|
||
|
|
|
/s/ HENRY NASELLA
|
Director
|
April 1, 2015
|
Henry Nasella
|
||
|
|
|
/s/ RITA M. RODRIGUEZ
|
Director
|
April 1, 2015
|
Rita M. Rodriguez
|
||
|
|
|
/s/ EDWARD ROSENFELD
|
Director
|
April 1, 2015
|
Edward Rosenfeld
|
||
|
|
|
/s/ CRAIG RYDIN
|
Director
|
April 1, 2015
|
Craig Rydin
|
10.25
|
|
Second Amended and Restated Employment Agreement, effective as of December 16, 2008, between Phillips-Van Heusen Corporation and Steven B. Shiffman.
|
|
|
|
10.26
|
|
First Amendment to Second Amended and Restated Employment Agreement, dated as of March 31, 2011, between Phillips-Van Heusen Corporation and Steven B. Shiffman.
|
|
|
|
10.27
|
|
Second Amendment to Second Amended and Restated Employment Agreement, dated as of June 1, 2013, between PVH Corp. and Steven B. Shiffman.
|
|
|
|
10.28
|
|
Employment Contract, dated as of April 22, 2004, between Tommy Hilfiger Europe B.V. and Daniel Grieder.
|
|
|
|
10.29
|
|
Addendum to Contract of Employment, dated as of July 8, 2004, between Tommy Hilfiger Europe B.V. and Daniel Grieder.
|
|
|
|
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
|
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:
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
$
|
7,849.1
|
|
|
$
|
7,806.2
|
|
|
$
|
5,540.8
|
|
Royalty revenue
|
300.5
|
|
|
290.7
|
|
|
370.0
|
|
|||
Advertising and other revenue
|
91.6
|
|
|
89.5
|
|
|
132.2
|
|
|||
Total revenue
|
8,241.2
|
|
|
8,186.4
|
|
|
6,043.0
|
|
|||
Cost of goods sold
|
3,914.5
|
|
|
3,967.1
|
|
|
2,793.8
|
|
|||
Gross profit
|
4,326.7
|
|
|
4,219.3
|
|
|
3,249.2
|
|
|||
Selling, general and administrative expenses
|
3,713.6
|
|
|
3,673.5
|
|
|
2,594.3
|
|
|||
Debt modification and extinguishment costs
|
93.1
|
|
|
40.4
|
|
|
—
|
|
|||
Equity in income of unconsolidated affiliates, net
|
9.9
|
|
|
8.0
|
|
|
5.4
|
|
|||
Income before interest and taxes
|
529.9
|
|
|
513.4
|
|
|
660.3
|
|
|||
Interest expense
|
143.5
|
|
|
192.2
|
|
|
118.7
|
|
|||
Interest income
|
5.0
|
|
|
7.5
|
|
|
1.5
|
|
|||
Income before taxes
|
391.4
|
|
|
328.7
|
|
|
543.1
|
|
|||
Income tax (benefit) expense
|
(47.5
|
)
|
|
185.3
|
|
|
109.3
|
|
|||
Net income
|
438.9
|
|
|
143.4
|
|
|
433.8
|
|
|||
Less: Net loss attributable to redeemable non-controlling interest
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Net income attributable to PVH Corp.
|
$
|
439.0
|
|
|
$
|
143.5
|
|
|
$
|
433.8
|
|
Basic net income per common share attributable to PVH Corp.
|
$
|
5.33
|
|
|
$
|
1.77
|
|
|
$
|
5.98
|
|
Diluted net income per common share attributable to PVH Corp.
|
$
|
5.27
|
|
|
$
|
1.74
|
|
|
$
|
5.87
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
$
|
438.9
|
|
|
$
|
143.4
|
|
|
$
|
433.8
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax (benefit) expense of $(1.7), $(0.1) and $0.5
|
(545.7
|
)
|
|
(105.5
|
)
|
|
86.6
|
|
|||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(0.3), $(0.3) and $(0.3)
|
(0.6
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||
Net unrealized and realized gain (loss) on effective hedges, net of tax expense (benefit) of $5.6, $(0.3) and $2.7
|
88.1
|
|
|
6.5
|
|
|
(19.9
|
)
|
|||
Comprehensive (loss) income
|
(19.3
|
)
|
|
43.8
|
|
|
499.9
|
|
|||
Less: Comprehensive income (loss) attributable to redeemable non-controlling interest
|
0.5
|
|
|
(2.1
|
)
|
|
—
|
|
|||
Total comprehensive (loss) income attributable to PVH Corp.
|
$
|
(19.8
|
)
|
|
$
|
45.9
|
|
|
$
|
499.9
|
|
|
February 1,
2015 |
|
February 2,
2014 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
479.3
|
|
|
$
|
593.2
|
|
Trade receivables, net of allowances for doubtful accounts of $19.0 and $26.4
|
705.7
|
|
|
730.3
|
|
||
Other receivables
|
37.5
|
|
|
30.9
|
|
||
Inventories, net
|
1,257.3
|
|
|
1,281.0
|
|
||
Prepaid expenses
|
141.1
|
|
|
151.9
|
|
||
Other, including deferred taxes of $115.4 and $155.1
|
280.3
|
|
|
211.3
|
|
||
Total Current Assets
|
2,901.2
|
|
|
2,998.6
|
|
||
Property, Plant and Equipment, net
|
725.7
|
|
|
712.1
|
|
||
Goodwill
|
3,259.1
|
|
|
3,506.8
|
|
||
Tradenames
|
2,833.4
|
|
|
3,010.3
|
|
||
Other Intangibles, net
|
948.2
|
|
|
1,041.9
|
|
||
Other Assets, including deferred taxes of $7.1 and $35.2
|
264.2
|
|
|
305.9
|
|
||
Total Assets
|
$
|
10,931.8
|
|
|
$
|
11,575.6
|
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
565.3
|
|
|
$
|
582.9
|
|
Accrued expenses, including deferred taxes of $0.5 and $1.2
|
724.3
|
|
|
844.2
|
|
||
Deferred revenue
|
31.2
|
|
|
33.5
|
|
||
Short-term borrowings
|
8.5
|
|
|
6.8
|
|
||
Current portion of long-term debt
|
99.3
|
|
|
85.0
|
|
||
Total Current Liabilities
|
1,428.6
|
|
|
1,552.4
|
|
||
Long-Term Debt
|
3,438.7
|
|
|
3,878.2
|
|
||
Other Liabilities, including deferred taxes of $1,004.3 and $1,016.6
|
1,700.2
|
|
|
1,804.2
|
|
||
Redeemable Non-Controlling Interest
|
—
|
|
|
5.6
|
|
||
Stockholders’ Equity:
|
|
|
|
||||
Preferred stock, par value $100 per share; 150,000 total shares authorized
|
—
|
|
|
—
|
|
||
Common stock, par value $1 per share; 240,000,000 shares authorized; 83,116,062 and 82,679,574 shares issued
|
83.1
|
|
|
82.7
|
|
||
Additional paid in capital – common stock
|
2,768.7
|
|
|
2,696.6
|
|
||
Retained earnings
|
2,001.3
|
|
|
1,574.8
|
|
||
Accumulated other comprehensive (loss) income
|
(416.5
|
)
|
|
42.3
|
|
||
Less: 603,482 and 512,702 shares of common stock held in treasury, at cost
|
(72.3
|
)
|
|
(61.2
|
)
|
||
Total Stockholders’ Equity
|
4,364.3
|
|
|
4,335.2
|
|
||
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
|
$
|
10,931.8
|
|
|
$
|
11,575.6
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
438.9
|
|
|
$
|
143.4
|
|
|
$
|
433.8
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
244.7
|
|
|
313.6
|
|
|
140.4
|
|
|||
Equity in income of unconsolidated affiliates, net
|
(9.9
|
)
|
|
(8.0
|
)
|
|
(5.4
|
)
|
|||
Deferred taxes
|
(31.0
|
)
|
|
(62.2
|
)
|
|
50.0
|
|
|||
Stock-based compensation expense
|
48.7
|
|
|
58.0
|
|
|
33.6
|
|
|||
Impairment of long-lived assets
|
17.8
|
|
|
8.8
|
|
|
7.5
|
|
|||
Actuarial loss (gain) on retirement and benefit plans
|
138.9
|
|
|
(52.5
|
)
|
|
28.1
|
|
|||
Debt modification and extinguishment costs
|
93.1
|
|
|
40.4
|
|
|
—
|
|
|||
Net gain on deconsolidation of subsidiaries and joint venture
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill
|
11.9
|
|
|
—
|
|
|
—
|
|
|||
Write-down of assets related to sale of Bass
|
—
|
|
|
16.0
|
|
|
—
|
|
|||
Gain on amendment of contract
|
—
|
|
|
(24.3
|
)
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Trade receivables, net
|
(17.4
|
)
|
|
(31.7
|
)
|
|
55.7
|
|
|||
Inventories, net
|
(71.7
|
)
|
|
(44.3
|
)
|
|
(57.5
|
)
|
|||
Accounts payable, accrued expenses and deferred revenue
|
(41.7
|
)
|
|
(41.2
|
)
|
|
86.6
|
|
|||
Prepaid expenses
|
(12.6
|
)
|
|
52.4
|
|
|
(44.3
|
)
|
|||
Employer pension contributions
|
(2.7
|
)
|
|
(60.0
|
)
|
|
(105.0
|
)
|
|||
Other, net
|
(9.9
|
)
|
|
103.5
|
|
|
(53.9
|
)
|
|||
Net cash provided by operating activities
|
789.1
|
|
|
411.9
|
|
|
569.6
|
|
|||
INVESTING ACTIVITIES
(1)
|
|
|
|
|
|
|
|
|
|||
Business acquisitions, net of cash acquired
|
(13.5
|
)
|
|
(1,821.3
|
)
|
|
(37.9
|
)
|
|||
Cash received for sale of Bass
|
—
|
|
|
49.2
|
|
|
—
|
|
|||
Cash received for sale of Chaps sportswear assets
|
—
|
|
|
18.3
|
|
|
—
|
|
|||
Purchase of property, plant and equipment
|
(255.8
|
)
|
|
(237.1
|
)
|
|
(210.6
|
)
|
|||
Contingent purchase price payments
|
(51.7
|
)
|
|
(53.2
|
)
|
|
(51.2
|
)
|
|||
Change in restricted cash
|
(10.5
|
)
|
|
(9.7
|
)
|
|
—
|
|
|||
Investments in unconsolidated affiliates
|
(26.2
|
)
|
|
(3.5
|
)
|
|
(8.4
|
)
|
|||
Net cash used by investing activities
|
(357.7
|
)
|
|
(2,057.3
|
)
|
|
(308.1
|
)
|
|||
FINANCING ACTIVITIES
(1)
|
|
|
|
|
|
|
|
|
|||
Net proceeds from (payments on) short-term borrowings
|
0.2
|
|
|
(31.0
|
)
|
|
(2.2
|
)
|
|||
Repayment of 2011 facilities
|
—
|
|
|
(900.0
|
)
|
|
(299.6
|
)
|
|||
Redemption of 7 3/8% senior notes, including make whole premium
|
(667.6
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of Warnaco’s previously outstanding debt
|
—
|
|
|
(197.0
|
)
|
|
—
|
|
|||
Proceeds from 2014/2013 facilities, net of related fees
|
586.7
|
|
|
2,993.4
|
|
|
—
|
|
|||
Repayment of 2014/2013 facilities
|
(425.5
|
)
|
|
(500.2
|
)
|
|
—
|
|
|||
Proceeds from issuance of senior notes
|
—
|
|
|
—
|
|
|
700.0
|
|
|||
Payment of fees associated with issuance of senior notes
|
—
|
|
|
(16.3
|
)
|
|
(5.7
|
)
|
|||
Net proceeds from settlement of awards under stock plans
|
13.0
|
|
|
51.6
|
|
|
13.3
|
|
|||
Excess tax benefits from awards under stock plans
|
11.0
|
|
|
37.6
|
|
|
14.9
|
|
|||
Cash dividends
|
(12.5
|
)
|
|
(12.3
|
)
|
|
(10.9
|
)
|
|||
Acquisition of treasury shares
|
(11.1
|
)
|
|
(61.5
|
)
|
|
(14.0
|
)
|
|||
Payments of capital lease obligations
|
(8.7
|
)
|
|
(9.5
|
)
|
|
(10.9
|
)
|
|||
Net cash (used) provided by financing activities
|
(514.5
|
)
|
|
1,354.8
|
|
|
384.9
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(30.8
|
)
|
|
(8.4
|
)
|
|
12.6
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(113.9
|
)
|
|
(299.0
|
)
|
|
659.0
|
|
|||
Cash and cash equivalents at beginning of year
|
593.2
|
|
|
892.2
|
|
|
233.2
|
|
|||
Cash and cash equivalents at end of year
|
$
|
479.3
|
|
|
$
|
593.2
|
|
|
$
|
892.2
|
|
|
|
|
Stockholders’ Equity
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
Common Stock
|
|
Additional
Paid In Capital-
Common
Stock
|
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
|
|
Total Stockholders’ Equity
|
|||||||||||||||||||
|
Redeemable
Non-Controlling
Interest
|
|
Preferred
Stock
|
|
Shares
|
|
$1 par
Value
|
|
|
Retained
Earnings
|
|
|
Treasury
Stock
|
|
||||||||||||||||||||
January 29, 2012
|
|
|
$
|
188.6
|
|
|
68,297,773
|
|
|
$
|
68.3
|
|
|
$
|
1,377.9
|
|
|
$
|
1,022.8
|
|
|
$
|
73.8
|
|
|
$
|
(16.0
|
)
|
|
$
|
2,715.4
|
|
||
Net income attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
433.8
|
|
|
|
|
|
|
|
|
433.8
|
|
||||||||||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(0.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
|
(0.6
|
)
|
||||||||||
Foreign currency translation adjustments, net of tax expense of $0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86.6
|
|
|
|
|
|
86.6
|
|
||||||||||
Net unrealized and realized (loss) on effective hedges, net of tax expense of $2.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19.9
|
)
|
|
|
|
|
(19.9
|
)
|
||||||||||
Total comprehensive income attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
499.9
|
|
||||||||||
Settlement of awards under stock plans
|
|
|
|
|
837,360
|
|
|
0.8
|
|
|
12.5
|
|
|
|
|
|
|
|
|
|
|
|
13.3
|
|
||||||||||
Tax benefits from awards under stock plans
|
|
|
|
|
|
|
|
|
|
|
15.3
|
|
|
|
|
|
|
|
|
|
|
|
15.3
|
|
||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
33.6
|
|
|
|
|
|
|
|
|
|
|
|
33.6
|
|
||||||||||
Conversion of convertible preferred stock
|
|
|
(188.6
|
)
|
|
4,189,358
|
|
|
4.2
|
|
|
184.4
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.9
|
)
|
|
|
|
|
|
|
|
(10.9
|
)
|
||||||||||
Acquisition of 164,065 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14.0
|
)
|
|
(14.0
|
)
|
||||||||||
February 3, 2013
|
|
|
—
|
|
|
73,324,491
|
|
|
73.3
|
|
|
1,623.7
|
|
|
1,445.7
|
|
|
139.9
|
|
|
(30.0
|
)
|
|
3,252.6
|
|
|||||||||
Net income attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
143.5
|
|
|
|
|
|
|
|
|
143.5
|
|
||||||||||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(0.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
|
(0.6
|
)
|
||||||||||
Foreign currency translation adjustments, net of tax (benefit) of $(0.1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(103.5
|
)
|
|
|
|
|
(103.5
|
)
|
||||||||||
Net unrealized and realized gain on effective hedges, net of tax (benefit) of $(0.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.5
|
|
|
|
|
|
6.5
|
|
||||||||||
Total comprehensive income attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45.9
|
|
||||||||||
Issuance of common stock in connection with the acquisition of Warnaco, including 415,872 treasury shares
|
|
|
|
|
7,257,537
|
|
|
7.3
|
|
|
888.9
|
|
|
|
|
|
|
30.3
|
|
|
926.5
|
|
||||||||||||
Warnaco employee replacement stock awards included in acquisition consideration
|
|
|
|
|
|
|
|
|
39.8
|
|
|
|
|
|
|
|
|
39.8
|
|
|||||||||||||||
Settlement of awards under stock plans
|
|
|
|
|
2,097,546
|
|
|
2.1
|
|
|
49.5
|
|
|
|
|
|
|
|
|
|
|
|
51.6
|
|
||||||||||
Tax benefits from awards under stock plans
|
|
|
|
|
|
|
|
|
|
|
36.7
|
|
|
|
|
|
|
|
|
|
|
|
36.7
|
|
||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
58.0
|
|
|
|
|
|
|
|
|
|
|
|
58.0
|
|
||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.3
|
)
|
|
|
|
|
|
|
|
(12.3
|
)
|
||||||||||
Acquisition of 514,978 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61.5
|
)
|
|
(61.5
|
)
|
|||||||||||
Acquisition date fair value of redeemable non-controlling interest
|
$
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss attributable to redeemable non-controlling interest
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency translation adjustments attributable to redeemable non-controlling interest
|
(2.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Adjustment to initial fair value of redeemable non-controlling interest
|
2.1
|
|
|
|
|
|
|
|
|
|
|
(2.1
|
)
|
|
|
|
|
|
(2.1
|
)
|
||||||||||||||
February 2, 2014
|
5.6
|
|
|
—
|
|
|
82,679,574
|
|
|
82.7
|
|
|
2,696.6
|
|
|
1,574.8
|
|
|
42.3
|
|
|
(61.2
|
)
|
|
4,335.2
|
|
||||||||
Net income attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
439.0
|
|
|
|
|
|
|
439.0
|
|
|||||||||||||||
Amortization of prior service credit related to pension and postretirement plans, net of tax (benefit) of $(0.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.6
|
)
|
|
|
|
(0.6
|
)
|
|||||||||||||||
Foreign currency translation adjustments, net of tax (benefit) of $(1.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
(546.3
|
)
|
|
|
|
(546.3
|
)
|
|||||||||||||||
Net unrealized and realized gain on effective hedges, net of tax expense of $5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
88.1
|
|
|
|
|
88.1
|
|
|||||||||||||||
Total comprehensive (loss) attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19.8
|
)
|
||||||||||||||||
Settlement of awards under stock plans
|
|
|
|
|
436,488
|
|
|
0.4
|
|
|
12.6
|
|
|
|
|
|
|
|
|
13.0
|
|
|||||||||||||
Tax benefits from awards under stock plans
|
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
|
|
|
|
10.8
|
|
|||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
48.7
|
|
|
|
|
|
|
|
|
48.7
|
|
|||||||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
(12.5
|
)
|
|
|
|
|
|
(12.5
|
)
|
|||||||||||||||
Acquisition of 90,780 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.1
|
)
|
|
(11.1
|
)
|
|||||||||||||||
Net loss attributable to redeemable non-controlling interest
|
$
|
(0.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Foreign currency translation adjustments attributable to redeemable non-controlling interest
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deconsolidation of CK India and elimination of related non-controlling interest
|
(6.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
February 1, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
83,116,062
|
|
|
$
|
83.1
|
|
|
$
|
2,768.7
|
|
|
$
|
2,001.3
|
|
|
$
|
(416.5
|
)
|
|
$
|
(72.3
|
)
|
|
$
|
4,364.3
|
|
(In millions, except per share data)
|
|
|
||
Cash
|
|
$
|
2,180.0
|
|
Common stock (7.7 shares, par value $1.00 per share)
|
|
926.5
|
|
|
Warnaco employee replacement stock awards
|
|
39.8
|
|
|
Elimination of pre-acquisition liability to Warnaco
|
|
(9.2
|
)
|
|
Total fair value of the acquisition consideration
|
|
$
|
3,137.1
|
|
|
|
Pro Forma
|
|||||
|
|
Year Ended
|
|||||
(In millions)
|
|
2/2/14
|
2/3/13
|
||||
Total revenue
|
|
$
|
8,249.4
|
|
$
|
8,056.4
|
|
Net income attributable to PVH Corp.
|
|
441.7
|
|
379.4
|
|
(In millions)
|
|
|
||
Cash and cash equivalents
|
|
$
|
364.7
|
|
Trade receivables
|
|
286.7
|
|
|
Other receivables
|
|
46.9
|
|
|
Inventories
|
|
442.9
|
|
|
Prepaid expenses
|
|
38.7
|
|
|
Other current assets
|
|
56.0
|
|
|
Property, plant and equipment
|
|
123.3
|
|
|
Goodwill
|
|
1,513.2
|
|
|
Tradenames
|
|
604.6
|
|
|
Other intangibles
|
|
1,023.7
|
|
|
Other assets
|
|
169.3
|
|
|
Total assets acquired
|
|
4,670.0
|
|
|
Accounts payable
|
|
180.1
|
|
|
Accrued expenses
|
|
260.5
|
|
|
Short-term borrowings
|
|
26.9
|
|
|
Current portion of long-term debt
|
|
2.0
|
|
|
Long-term debt
|
|
195.0
|
|
|
Other liabilities
|
|
862.8
|
|
|
Total liabilities assumed
|
|
1,527.3
|
|
|
Redeemable non-controlling interest
|
|
5.6
|
|
|
Total fair value of acquisition consideration
|
|
$
|
3,137.1
|
|
(In millions)
|
2014
|
|
2013
|
||||
Land
|
$
|
1.1
|
|
|
$
|
2.7
|
|
Buildings and building improvements
|
68.9
|
|
|
75.5
|
|
||
Machinery, software and equipment
|
419.0
|
|
|
388.0
|
|
||
Furniture and fixtures
|
319.5
|
|
|
291.1
|
|
||
Shop-in-shops
|
136.4
|
|
|
123.5
|
|
||
Leasehold improvements
|
554.3
|
|
|
545.5
|
|
||
Construction in progress
|
13.7
|
|
|
8.5
|
|
||
Property, plant and equipment, gross
|
1,512.9
|
|
|
1,434.8
|
|
||
Less: Accumulated depreciation
|
(787.2
|
)
|
|
(722.7
|
)
|
||
Property, plant and equipment, net
|
$
|
725.7
|
|
|
$
|
712.1
|
|
(In millions)
|
Calvin Klein North America
|
|
Calvin Klein International
|
|
Tommy Hilfiger North America
|
|
Tommy Hilfiger International
|
|
Heritage Brands Wholesale
|
|
Heritage Brands Retail
|
|
Total
|
||||||||||||||
Balance as of February 3, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill, gross
|
$
|
207.1
|
|
|
$
|
201.5
|
|
|
$
|
198.5
|
|
|
$
|
1,196.6
|
|
|
$
|
155.1
|
|
|
$
|
—
|
|
|
$
|
1,958.8
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Goodwill, net
|
207.1
|
|
|
201.5
|
|
|
198.5
|
|
|
1,196.6
|
|
|
155.1
|
|
|
—
|
|
|
1,958.8
|
|
|||||||
Contingent purchase price payments to Mr. Calvin Klein
|
25.1
|
|
|
25.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51.0
|
|
|||||||
Goodwill from acquisition of Russia franchisee
|
—
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||||
Goodwill from acquisition of Warnaco
|
456.0
|
|
|
658.6
|
|
|
5.9
|
|
|
296.5
|
|
|
84.3
|
|
|
11.9
|
|
|
1,513.2
|
|
|||||||
Currency translation and other
|
(4.6
|
)
|
|
(8.2
|
)
|
|
—
|
|
|
(8.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(21.3
|
)
|
|||||||
Balance as of February 2, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill, gross
|
683.6
|
|
|
877.8
|
|
|
204.4
|
|
|
1,489.9
|
|
|
239.2
|
|
|
11.9
|
|
|
3,506.8
|
|
|||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Goodwill, net
|
683.6
|
|
|
877.8
|
|
|
204.4
|
|
|
1,489.9
|
|
|
239.2
|
|
|
11.9
|
|
|
3,506.8
|
|
|||||||
Contingent purchase price payments to Mr. Calvin Klein
|
28.2
|
|
|
22.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.5
|
|
|||||||
Goodwill from acquisition of Russia franchisee
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||||
Goodwill from acquisition of Ireland franchisee
|
—
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||||
Goodwill from acquisition of Calvin Klein performancewear retail businesses in Hong Kong and China
|
—
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|||||||
Goodwill impairment loss related to exit of Izod retail business
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|||||||
Currency translation and other
|
(6.4
|
)
|
|
(46.4
|
)
|
|
—
|
|
|
(246.0
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(299.7
|
)
|
|||||||
Balance as of February 1, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill, gross
|
705.4
|
|
|
859.6
|
|
|
204.4
|
|
|
1,251.4
|
|
|
238.3
|
|
|
11.9
|
|
|
3,271.0
|
|
|||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|||||||
Goodwill, net
|
$
|
705.4
|
|
|
$
|
859.6
|
|
|
$
|
204.4
|
|
|
$
|
1,251.4
|
|
|
$
|
238.3
|
|
|
$
|
—
|
|
|
$
|
3,259.1
|
|
|
February 1, 2015
|
|
February 2, 2014
|
||||||||||||||||||||
(In millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
311.6
|
|
|
$
|
(95.5
|
)
|
|
$
|
216.1
|
|
|
$
|
335.7
|
|
|
$
|
(68.3
|
)
|
|
$
|
267.4
|
|
Covenants not to compete
|
2.2
|
|
|
(2.2
|
)
|
|
—
|
|
|
2.2
|
|
|
(2.2
|
)
|
|
—
|
|
||||||
Order backlog
|
104.4
|
|
|
(104.4
|
)
|
|
—
|
|
|
104.4
|
|
|
(104.4
|
)
|
|
—
|
|
||||||
Reacquired license rights
|
557.9
|
|
|
(40.9
|
)
|
|
517.0
|
|
|
578.6
|
|
|
(23.0
|
)
|
|
555.6
|
|
||||||
Total intangible assets subject to amortization
|
976.1
|
|
|
(243.0
|
)
|
|
733.1
|
|
|
1,020.9
|
|
|
(197.9
|
)
|
|
823.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
2,833.4
|
|
|
—
|
|
|
2,833.4
|
|
|
3,010.3
|
|
|
—
|
|
|
3,010.3
|
|
||||||
Perpetual license rights
|
204.3
|
|
|
—
|
|
|
204.3
|
|
|
206.0
|
|
|
—
|
|
|
206.0
|
|
||||||
Reacquired perpetual license rights
|
10.8
|
|
|
—
|
|
|
10.8
|
|
|
12.9
|
|
|
—
|
|
|
12.9
|
|
||||||
Total indefinite-lived intangible assets
|
3,048.5
|
|
|
—
|
|
|
3,048.5
|
|
|
3,229.2
|
|
|
—
|
|
|
3,229.2
|
|
||||||
Total intangible assets
|
$
|
4,024.6
|
|
|
$
|
(243.0
|
)
|
|
$
|
3,781.6
|
|
|
$
|
4,250.1
|
|
|
$
|
(197.9
|
)
|
|
$
|
4,052.2
|
|
(In millions)
|
|
|
||
Fiscal Year
|
|
Amount
|
||
2015
|
|
$
|
41.8
|
|
2016
|
|
41.8
|
|
|
2017
|
|
41.8
|
|
|
2018
|
|
41.8
|
|
|
2019
|
|
41.8
|
|
(In millions)
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Senior secured Term Loan A facility due 2019
(1)
|
$
|
1,905.5
|
|
|
$
|
1,630.6
|
|
Senior secured Term Loan B facility due 2020
|
832.8
|
|
|
932.9
|
|
||
7 3/8% senior unsecured notes due 2020
|
—
|
|
|
600.0
|
|
||
4 1/2% senior unsecured notes due 2022
|
700.0
|
|
|
700.0
|
|
||
7 3/4% debentures due 2023
|
99.7
|
|
|
99.7
|
|
||
Total
|
3,538.0
|
|
|
3,963.2
|
|
||
Less: Current portion of long-term debt
|
99.3
|
|
|
85.0
|
|
||
Long-term debt
|
$
|
3,438.7
|
|
|
$
|
3,878.2
|
|
(In millions)
|
|
||
2015
|
$
|
99.3
|
|
2016
|
136.6
|
|
|
2017
|
186.2
|
|
|
2018
|
198.6
|
|
|
2019
|
1,291.1
|
|
•
|
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.
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
(103.4
|
)
|
|
$
|
98.7
|
|
|
$
|
229.1
|
|
Foreign
|
494.8
|
|
|
230.0
|
|
|
314.0
|
|
|||
Total
|
$
|
391.4
|
|
|
$
|
328.7
|
|
|
$
|
543.1
|
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
(35.4
|
)
|
|
$
|
117.0
|
|
|
$
|
18.8
|
|
Deferred
|
(54.8
|
)
|
|
(29.3
|
)
|
|
35.8
|
|
|||
State and local:
|
|
|
|
|
|
|
|
|
|||
Current
|
3.4
|
|
|
5.8
|
|
|
4.7
|
|
|||
Deferred
|
(4.3
|
)
|
|
(5.2
|
)
|
|
6.3
|
|
|||
Foreign:
|
|
|
|
|
|
|
|
|
|||
Current
|
15.5
|
|
|
124.7
|
|
|
35.8
|
|
|||
Deferred
|
28.1
|
|
|
(27.7
|
)
|
|
7.9
|
|
|||
Total
|
$
|
(47.5
|
)
|
|
$
|
185.3
|
|
|
$
|
109.3
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Statutory federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
(1.1
|
)%
|
|
(3.0
|
)%
|
|
1.2
|
%
|
Effects of international jurisdictions, including foreign tax credits
|
(23.3
|
)%
|
|
(23.9
|
)%
|
|
(14.3
|
)%
|
Nondeductible professional fees in connection with acquisitions
|
—
|
%
|
|
—
|
%
|
|
1.0
|
%
|
Change in estimates for uncertain tax positions
|
(24.0
|
)%
|
|
44.3
|
%
|
|
0.7
|
%
|
Previously unrecognized tax credits
|
—
|
%
|
|
—
|
%
|
|
(1.0
|
)%
|
Change in valuation allowance
|
1.1
|
%
|
|
5.8
|
%
|
|
(1.6
|
)%
|
Other, net
|
0.2
|
%
|
|
(1.8
|
)%
|
|
(0.9
|
)%
|
Effective tax rate
|
(12.1
|
)%
|
|
56.4
|
%
|
|
20.1
|
%
|
(In millions)
|
2014
|
|
2013
|
||||
Gross deferred tax assets
|
|
|
|
||||
Tax loss and credit carryforwards
|
$
|
261.1
|
|
|
$
|
282.9
|
|
Employee compensation and benefits
|
140.7
|
|
|
82.4
|
|
||
Inventories
|
22.3
|
|
|
18.0
|
|
||
Accounts receivable
|
33.2
|
|
|
26.7
|
|
||
Accrued expenses
|
31.4
|
|
|
38.1
|
|
||
Other, net
|
26.0
|
|
|
40.2
|
|
||
Subtotal
|
514.7
|
|
|
488.3
|
|
||
Valuation allowances
|
(45.6
|
)
|
|
(43.6
|
)
|
||
Total gross deferred tax assets, net of valuation allowances
|
$
|
469.1
|
|
|
$
|
444.7
|
|
Gross deferred tax liabilities
|
|
|
|
|
|
||
Intangibles
|
$
|
(1,279.9
|
)
|
|
$
|
(1,197.1
|
)
|
Property, plant and equipment
|
(71.5
|
)
|
|
(75.1
|
)
|
||
Total gross deferred tax liabilities
|
$
|
(1,351.4
|
)
|
|
$
|
(1,272.2
|
)
|
Net deferred tax liability
|
$
|
(882.3
|
)
|
|
$
|
(827.5
|
)
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
$
|
485.7
|
|
|
$
|
197.9
|
|
|
$
|
184.0
|
|
Increase due to assumed Warnaco positions
|
—
|
|
|
142.8
|
|
|
—
|
|
|||
Increases related to prior year tax positions
|
16.8
|
|
|
123.4
|
|
|
3.8
|
|
|||
Decreases related to prior year tax positions
|
(239.3
|
)
|
|
(3.2
|
)
|
|
(2.7
|
)
|
|||
Increases related to current year tax positions
|
38.2
|
|
|
64.1
|
|
|
22.1
|
|
|||
Lapses in statute of limitations
|
(36.3
|
)
|
|
(38.3
|
)
|
|
(10.9
|
)
|
|||
Effects of foreign currency translation
|
(20.6
|
)
|
|
(1.0
|
)
|
|
1.6
|
|
|||
Balance at end of year
|
$
|
244.5
|
|
|
$
|
485.7
|
|
|
$
|
197.9
|
|
(In millions)
|
Asset Derivatives (Classified in Other Current Assets and Other Assets)
|
|
Liability Derivatives (Classified in Accrued
Expenses and Other Liabilities)
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
79.8
|
|
|
$
|
5.0
|
|
|
$
|
0.2
|
|
|
$
|
6.2
|
|
Interest rate contracts
|
0.6
|
|
|
2.2
|
|
|
15.3
|
|
|
6.8
|
|
||||
Total contracts designated as cash flow hedges
|
80.4
|
|
|
7.2
|
|
|
15.5
|
|
|
13.0
|
|
||||
Undesignated contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
(principally intercompany transactions)
|
30.6
|
|
|
0.8
|
|
|
1.1
|
|
|
0.0
|
|
||||
Total undesignated contracts
|
30.6
|
|
|
0.8
|
|
|
1.1
|
|
|
0.0
|
|
||||
Total
|
$
|
111.0
|
|
|
$
|
8.0
|
|
|
$
|
16.6
|
|
|
$
|
13.0
|
|
|
Gain (Loss)
Recognized in Other
Comprehensive (Loss) Income
|
|
Gain (Loss) Reclassified from
AOCI into Income (Expense)
|
||||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
(In millions)
|
|
Location
|
|
Amount
|
|||||||||||||
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
114.2
|
|
|
$
|
4.8
|
|
|
Cost of goods sold
|
|
$
|
10.2
|
|
|
$
|
(1.1
|
)
|
Interest rate contracts
|
(16.7
|
)
|
|
(5.9
|
)
|
|
Interest expense
|
|
(6.4
|
)
|
|
(6.3
|
)
|
||||
Total
|
$
|
97.5
|
|
|
$
|
(1.1
|
)
|
|
|
|
$
|
3.8
|
|
|
$
|
(7.4
|
)
|
|
Gain (Loss) Recognized in Income
|
||||||||
(In millions)
|
Location
|
|
Amount
|
||||||
|
|
|
2014
|
|
2013
|
||||
Foreign currency forward exchange contracts (inventory purchases)
|
Selling, general and administrative expenses
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Foreign currency forward exchange contracts (principally intercompany transactions)
|
Selling, general and administrative expenses
|
|
30.1
|
|
|
(1.4
|
)
|
(In millions)
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
110.4
|
|
|
N/A
|
|
$
|
110.4
|
|
|
N/A
|
|
$
|
5.8
|
|
|
N/A
|
|
$
|
5.8
|
|
||||
Interest rate contracts
|
N/A
|
|
0.6
|
|
|
N/A
|
|
0.6
|
|
|
N/A
|
|
2.2
|
|
|
N/A
|
|
2.2
|
|
||||||||
Total Assets
|
N/A
|
|
$
|
111.0
|
|
|
N/A
|
|
$
|
111.0
|
|
|
N/A
|
|
$
|
8.0
|
|
|
N/A
|
|
$
|
8.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
1.3
|
|
|
N/A
|
|
$
|
1.3
|
|
|
N/A
|
|
$
|
6.2
|
|
|
N/A
|
|
$
|
6.2
|
|
||||
Interest rate contracts
|
N/A
|
|
15.3
|
|
|
N/A
|
|
15.3
|
|
|
N/A
|
|
6.8
|
|
|
N/A
|
|
6.8
|
|
||||||||
Contingent purchase price payments related to reacquisition of the perpetual rights to the
Tommy Hilfiger
trademarks in India
|
N/A
|
|
N/A
|
|
$
|
4.0
|
|
|
4.0
|
|
|
N/A
|
|
N/A
|
|
$
|
4.2
|
|
|
4.2
|
|
||||||
Total Liabilities
|
N/A
|
|
$
|
16.6
|
|
|
$
|
4.0
|
|
|
$
|
20.6
|
|
|
N/A
|
|
$
|
13.0
|
|
|
$
|
4.2
|
|
|
$
|
17.2
|
|
(In millions)
|
2014
|
|
2013
|
||||
Beginning Balance
|
$
|
4.2
|
|
|
$
|
7.0
|
|
Payments
|
(0.6
|
)
|
|
(0.4
|
)
|
||
Adjustments included in earnings
|
0.4
|
|
|
(2.4
|
)
|
||
Ending Balance
|
$
|
4.0
|
|
|
$
|
4.2
|
|
Unobservable Inputs
|
|
Amount
|
|
Approximate compounded annual net sales growth rate
|
|
35.0
|
%
|
Approximate
discount rate
|
|
15.0
|
%
|
(In millions)
|
Fair Value Measurement Using
|
|
Fair Value
As Of Impairment Date |
|
Total
Impairments
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||
2014
|
N/A
|
|
N/A
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
29.7
|
|
2013
|
N/A
|
|
N/A
|
|
$
|
1.1
|
|
|
$
|
1.1
|
|
|
$
|
8.8
|
|
(In millions)
|
2014
|
|
2013
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
$
|
479.3
|
|
|
$
|
479.3
|
|
|
$
|
593.2
|
|
|
$
|
593.2
|
|
Short-term borrowings
|
8.5
|
|
|
8.5
|
|
|
6.8
|
|
|
6.8
|
|
||||
Long-term debt (including portion classified as current)
|
3,538.0
|
|
|
3,567.7
|
|
|
3,963.2
|
|
|
4,025.3
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Balance at beginning of year
|
$
|
571.5
|
|
|
$
|
406.4
|
|
|
$
|
80.8
|
|
|
$
|
74.9
|
|
|
$
|
16.1
|
|
|
$
|
16.0
|
|
Acquisition of Warnaco
|
—
|
|
|
182.3
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
4.5
|
|
||||||
Service cost
|
19.4
|
|
|
18.7
|
|
|
4.5
|
|
|
4.4
|
|
|
—
|
|
|
0.1
|
|
||||||
Interest cost
|
28.5
|
|
|
26.4
|
|
|
4.0
|
|
|
3.6
|
|
|
0.8
|
|
|
0.9
|
|
||||||
Benefit payments
|
(29.1
|
)
|
|
(30.5
|
)
|
|
(4.7
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments, net of retiree contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
|
(2.2
|
)
|
||||||
Plan curtailments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
||||||
Medicare subsidy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.0
|
|
||||||
Actuarial loss (gain)
|
144.5
|
|
|
(31.8
|
)
|
|
13.9
|
|
|
2.1
|
|
|
3.2
|
|
|
(1.0
|
)
|
||||||
Balance at end of year
|
$
|
734.8
|
|
|
$
|
571.5
|
|
|
$
|
98.5
|
|
|
$
|
80.8
|
|
|
$
|
18.1
|
|
|
$
|
16.1
|
|
(In millions)
|
2014
|
|
2013
|
||||
Fair value of plan assets at beginning of year
|
$
|
615.6
|
|
|
$
|
384.0
|
|
Acquisition of Warnaco
|
—
|
|
|
143.5
|
|
||
Actual return, net of plan expenses
|
65.6
|
|
|
58.6
|
|
||
Benefit payments
|
(29.1
|
)
|
|
(30.5
|
)
|
||
Company contributions
|
2.7
|
|
|
60.0
|
|
||
Fair value of plan assets at end of year
|
$
|
654.8
|
|
|
$
|
615.6
|
|
Funded status at end of year
|
$
|
(80.0
|
)
|
|
$
|
44.1
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Non-current assets
|
$
|
—
|
|
|
$
|
49.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|
(6.5
|
)
|
|
(2.1
|
)
|
|
(2.1
|
)
|
||||||
Non-current liabilities
|
(80.0
|
)
|
|
(5.4
|
)
|
|
(91.4
|
)
|
|
(74.3
|
)
|
|
(16.0
|
)
|
|
(14.0
|
)
|
||||||
Net amount recognized
|
$
|
(80.0
|
)
|
|
$
|
44.1
|
|
|
$
|
(98.5
|
)
|
|
$
|
(80.8
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
(16.1
|
)
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||
(In millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
Prior service (cost) credit
|
$
|
(0.0
|
)
|
|
$
|
(0.0
|
)
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
(In millions)
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||
Prior service (cost) credit
|
$
|
(0.0
|
)
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
(In millions)
|
|
|
|
Fair Value Measurements as of
February 1, 2015
(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)
|
|
$
|
192.5
|
|
|
$
|
192.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equities
(1)
|
|
22.0
|
|
|
22.0
|
|
|
—
|
|
|
—
|
|
||||
United States equity fund
(2)
|
|
22.0
|
|
|
—
|
|
|
22.0
|
|
|
—
|
|
||||
International equity funds
(3)
|
|
115.0
|
|
|
77.2
|
|
|
37.8
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government securities
(4)
|
|
57.5
|
|
|
—
|
|
|
57.5
|
|
|
—
|
|
||||
Corporate securities
(4)
|
|
219.9
|
|
|
—
|
|
|
219.9
|
|
|
—
|
|
||||
Short-term investment funds
(5)
|
|
17.2
|
|
|
—
|
|
|
17.2
|
|
|
—
|
|
||||
Total return mutual fund
(6)
|
|
5.8
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
$
|
651.9
|
|
|
$
|
297.5
|
|
|
$
|
354.4
|
|
|
$
|
—
|
|
Other assets and liabilities
(7)
|
|
2.9
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
654.8
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
|
Fair Value Measurements as of
February 2, 2014
(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)
|
|
$
|
244.7
|
|
|
$
|
244.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equities
(1)
|
|
24.0
|
|
|
24.0
|
|
|
—
|
|
|
—
|
|
||||
United States equity fund
(2)
|
|
19.3
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
||||
International equity fund
(8)
|
|
63.4
|
|
|
63.4
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government securities
(4)
|
|
51.6
|
|
|
—
|
|
|
51.6
|
|
|
—
|
|
||||
Corporate securities
(4)
|
|
168.6
|
|
|
—
|
|
|
168.6
|
|
|
—
|
|
||||
Asset and mortgage-backed securities
(4)
|
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
||||
Short-term investment funds
(5)
|
|
27.0
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
||||
Total return mutual fund
(6)
|
|
5.3
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
$
|
614.2
|
|
|
$
|
337.4
|
|
|
$
|
276.8
|
|
|
$
|
—
|
|
Other assets and liabilities
(7)
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
615.6
|
|
|
|
|
|
|
|
|
|
|
(2)
|
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 this investment at net asset value within the near term and therefore classifies this investment within Level 2. This commingled fund invests in United States large cap equities that track the Russell 1000 Index.
|
(3)
|
Valued at the net asset value of the fund, either as determined by the closing price in the active market in which the individual fund is traded and classified within Level 1, or as determined by a pricing vendor or the fund family and classified within Level 2. This category includes funds that invest in equities of companies outside of the United States.
|
(4)
|
Valued with bid evaluation pricing where the inputs are based on actual trades in active markets, when available, as well as observable market inputs that include actual and comparable trade data, market benchmarks, broker quotes, trading spreads and/or other applicable data.
|
(5)
|
Valued at the net asset value of the funds, 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. These funds invest in high-grade, short-term, money market instruments.
|
(6)
|
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.
|
(7)
|
This category includes other pension assets and liabilities such as pending trades and accrued income.
|
(8)
|
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 category includes funds that invest in equities of companies outside of the United States.
|
(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.
|
(In millions, except plan count)
|
2014
|
|
2013
|
||||
Number of plans with projected benefit obligations in excess of plan assets
|
5
|
|
|
2
|
|
||
Aggregate projected benefit obligation
|
$
|
734.8
|
|
|
$
|
27.7
|
|
Aggregate fair value of related plan assets
|
$
|
654.8
|
|
|
$
|
22.3
|
|
|
|
|
|
||||
Number of plans with accumulated benefit obligations in excess of plan assets
|
5
|
|
|
2
|
|
||
Aggregate accumulated benefit obligation
|
$
|
694.3
|
|
|
$
|
25.4
|
|
Aggregate fair value of related plan assets
|
$
|
654.8
|
|
|
$
|
22.3
|
|
Net Benefit Cost Recognized in Selling, General and Administrative Expenses
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||||||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
Service cost, including plan expenses
|
|
$
|
20.0
|
|
|
$
|
19.2
|
|
|
$
|
15.7
|
|
|
$
|
4.5
|
|
|
$
|
4.4
|
|
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Interest cost
|
|
28.5
|
|
|
26.4
|
|
|
18.0
|
|
|
4.0
|
|
|
3.6
|
|
|
3.3
|
|
|
0.8
|
|
|
0.9
|
|
|
0.8
|
|
|||||||||
Actuarial loss (gain)
|
|
121.8
|
|
|
(51.4
|
)
|
|
23.4
|
|
|
13.9
|
|
|
2.1
|
|
|
5.8
|
|
|
3.2
|
|
|
(1.0
|
)
|
|
(1.1
|
)
|
|||||||||
Expected return on plan assets
|
|
(43.5
|
)
|
|
(39.5
|
)
|
|
(20.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost (credit)
|
|
0.0
|
|
|
0.0
|
|
|
0.0
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||||||||
Curtailment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|||||||||
Total
|
|
$
|
126.8
|
|
|
$
|
(45.3
|
)
|
|
$
|
36.2
|
|
|
$
|
22.3
|
|
|
$
|
10.0
|
|
|
$
|
12.6
|
|
|
$
|
3.2
|
|
|
$
|
(3.0
|
)
|
|
$
|
(1.1
|
)
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||||||||||||||
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
Prior service cost
|
|
$
|
0.0
|
|
|
$
|
—
|
|
|
$
|
0.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of prior service (cost) credit
|
|
(0.0
|
)
|
|
(0.0
|
)
|
|
(0.0
|
)
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.8
|
|
|
0.8
|
|
|
0.8
|
|
|||||||||
Loss (income) recognized in other comprehensive income
|
|
$
|
0.0
|
|
|
$
|
(0.0
|
)
|
|
$
|
(0.0
|
)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
(In millions)
|
|
|
|
|
Postretirement Plans
|
||||||||||
Fiscal Year
|
Pension Plans
|
|
SERP
Plans
|
|
Excluding Medicare
Subsidy Receipts
|
|
Expected Medicare
Subsidy Receipts
|
||||||||
2015
|
$
|
28.8
|
|
|
$
|
7.1
|
|
|
$
|
2.0
|
|
|
$
|
0.0
|
|
2016
|
29.3
|
|
|
7.4
|
|
|
1.9
|
|
|
0.0
|
|
||||
2017
|
30.0
|
|
|
6.6
|
|
|
1.8
|
|
|
0.0
|
|
||||
2018
|
31.0
|
|
|
6.9
|
|
|
1.7
|
|
|
0.0
|
|
||||
2019
|
32.1
|
|
|
14.5
|
|
|
1.6
|
|
|
0.0
|
|
||||
2020-2024
|
179.4
|
|
|
51.9
|
|
|
6.4
|
|
|
0.1
|
|
(In millions)
|
1% Increase
|
|
1% Decrease
|
||||
Impact on service and interest cost
|
$
|
0.0
|
|
|
$
|
(0.0
|
)
|
Impact on year end accumulated postretirement benefit obligation
|
1.2
|
|
|
(1.0
|
)
|
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate (applies to Pension Plans and SERP Plans)
|
3.94
|
%
|
|
5.07
|
%
|
|
4.67
|
%
|
Discount rate (applies to Postretirement Plans)
|
3.53
|
%
|
|
5.07
|
%
|
|
4.67
|
%
|
Rate of increase in compensation levels (applies to Pension Plans only)
|
4.28
|
%
|
|
4.33
|
%
|
|
4.34
|
%
|
Long-term rate of return on assets (applies to Pension Plans only)
|
6.75
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
Weighted average risk-free interest rate
|
2.15
|
%
|
|
1.05
|
%
|
|
1.20
|
%
|
|||
Weighted average expected option term (in years)
|
6.25
|
|
|
6.22
|
|
|
6.25
|
|
|||
Weighted average Company volatility
|
44.12
|
%
|
|
45.20
|
%
|
|
45.16
|
%
|
|||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average grant date fair value per option
|
$
|
56.21
|
|
|
$
|
51.51
|
|
|
$
|
40.59
|
|
Weighted average risk-free interest rate
|
0.24
|
%
|
|
Weighted average expected option term (in years)
|
1.70
|
|
|
Weighted average Company volatility
|
29.40
|
%
|
|
Expected annual dividends per share
|
$
|
0.15
|
|
Weighted average grant date fair value per option
|
$
|
40.60
|
|
(In thousands, except years and per option data)
|
Options
|
|
Weighted Average
Price Per Option
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at February 2, 2014
|
1,588
|
|
|
$
|
58.47
|
|
|
5.9
|
|
$
|
99,319
|
|
Granted
|
140
|
|
|
124.27
|
|
|
|
|
|
|
||
Exercised
|
232
|
|
|
56.35
|
|
|
|
|
|
|
||
Cancelled
|
24
|
|
|
114.32
|
|
|
|
|
|
|
||
Outstanding at February 1, 2015
|
1,472
|
|
|
$
|
64.14
|
|
|
5.5
|
|
$
|
70,737
|
|
Exercisable at February 1, 2015
|
1,046
|
|
|
$
|
49.46
|
|
|
4.6
|
|
$
|
63,965
|
|
(In thousands, except per RSU data)
|
RSUs
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested at February 2, 2014
|
702
|
|
|
$
|
89.06
|
|
Granted
|
235
|
|
|
124.61
|
|
|
Vested
|
255
|
|
|
72.34
|
|
|
Cancelled
|
42
|
|
|
110.46
|
|
|
Non-vested at February 1, 2015
|
640
|
|
|
$
|
107.42
|
|
(In thousands, except per share data)
|
Restricted Stock
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested at February 2, 2014
|
46
|
|
|
$
|
120.72
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
22
|
|
|
120.72
|
|
|
Cancelled
|
4
|
|
|
120.72
|
|
|
Non-vested at February 1, 2015
|
20
|
|
|
$
|
120.72
|
|
Risk-free interest rate
|
0.34
|
%
|
|
Expected Company volatility
|
38.67
|
%
|
|
Expected annual dividends per share
|
$
|
0.15
|
|
Grant date fair value per performance share unit
|
$
|
123.27
|
|
(In thousands, except per share data)
|
Performance
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Non-vested at February 2, 2014
|
548
|
|
|
$
|
118.60
|
|
Granted
|
83
|
|
|
125.15
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Cancelled
|
78
|
|
|
116.04
|
|
|
Non-vested at February 1, 2015
|
553
|
|
|
$
|
119.95
|
|
(In millions)
|
Foreign currency translation adjustments
|
|
Retirement liability adjustment
|
|
Net unrealized and realized (loss) gain on effective hedges
|
|
Total
|
||||||||
Balance at February 3, 2013
|
$
|
153.6
|
|
|
$
|
1.6
|
|
|
$
|
(15.3
|
)
|
|
$
|
139.9
|
|
Other comprehensive (loss) before reclassifications
|
(103.5
|
)
|
|
—
|
|
|
(0.3
|
)
|
|
(103.8
|
)
|
||||
Less: Amounts reclassified from AOCI
|
—
|
|
|
0.6
|
|
|
(6.8
|
)
|
|
(6.2
|
)
|
||||
Other comprehensive (loss) income
|
(103.5
|
)
|
|
(0.6
|
)
|
|
6.5
|
|
|
(97.6
|
)
|
||||
Balance at February 2, 2014
|
$
|
50.1
|
|
|
$
|
1.0
|
|
|
$
|
(8.8
|
)
|
|
$
|
42.3
|
|
Other comprehensive (loss) income before reclassifications
|
(548.3
|
)
|
|
—
|
|
|
92.9
|
|
|
(455.4
|
)
|
||||
Less: Amounts reclassified from AOCI
|
(2.0
|
)
|
|
0.6
|
|
|
4.8
|
|
|
3.4
|
|
||||
Other comprehensive (loss) income
|
(546.3
|
)
|
|
(0.6
|
)
|
|
88.1
|
|
|
(458.8
|
)
|
||||
Balance at February 1, 2015
|
$
|
(496.2
|
)
|
|
$
|
0.4
|
|
|
$
|
79.3
|
|
|
$
|
(416.5
|
)
|
(In millions)
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Affected Line Item in the Consolidated Income Statements
|
||||
|
2014
|
|
2013
|
|
|
||||
Realized gain (loss) on effective hedges:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
$
|
10.2
|
|
|
$
|
(1.1
|
)
|
|
Cost of goods sold
|
Interest rate contracts
|
(6.4
|
)
|
|
(6.3
|
)
|
|
Interest expense
|
||
Less: Tax effect
|
(1.0
|
)
|
|
(0.6
|
)
|
|
Income tax expense
|
||
Total, net of tax
|
$
|
4.8
|
|
|
$
|
(6.8
|
)
|
|
|
|
|
|
|
|
|
||||
Amortization of retirement liability items:
|
|
|
|
|
|
||||
Prior service credit
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
Selling, general and administrative expenses
|
Less: Tax effect
|
0.3
|
|
|
0.3
|
|
|
Income tax expense
|
||
Total, net of tax
|
$
|
0.6
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||
Deconsolidation of foreign subsidiaries and joint venture
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
Less: Tax effect
|
—
|
|
|
—
|
|
|
Income tax expense
|
||
Total, net of tax
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
|
|
(In millions)
|
Capital
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2015
|
$
|
6.2
|
|
|
$
|
373.3
|
|
|
$
|
379.5
|
|
2016
|
4.1
|
|
|
311.7
|
|
|
315.8
|
|
|||
2017
|
2.9
|
|
|
262.4
|
|
|
265.3
|
|
|||
2018
|
2.0
|
|
|
220.0
|
|
|
222.0
|
|
|||
2019
|
1.5
|
|
|
229.4
|
|
|
230.9
|
|
|||
Thereafter
|
3.6
|
|
|
629.0
|
|
|
632.6
|
|
|||
Total minimum lease payments
|
$
|
20.3
|
|
|
$
|
2,025.8
|
|
|
$
|
2,046.1
|
|
Less: Amount representing interest
|
(2.2
|
)
|
|
|
|
|
|
|
|||
Present value of net minimum capital lease payments
|
$
|
18.1
|
|
|
|
|
|
|
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Minimum
|
$
|
434.5
|
|
|
$
|
440.0
|
|
|
$
|
318.7
|
|
Percentage and other
|
158.8
|
|
|
159.8
|
|
|
127.6
|
|
|||
Less: Sublease rental income
|
(4.9
|
)
|
|
(5.4
|
)
|
|
(3.4
|
)
|
|||
Total
|
$
|
588.4
|
|
|
$
|
594.4
|
|
|
$
|
442.9
|
|
(In millions)
|
Total Expected to be Incurred
|
|
Costs Incurred During 2014
|
|
Liability at 2/1/15
|
||||||
Severance, termination benefits and other costs
|
$
|
15.8
|
|
|
$
|
2.4
|
|
|
$
|
2.3
|
|
Long-lived asset and goodwill impairments
|
17.7
|
|
|
17.7
|
|
|
—
|
|
|||
Lease/contract termination and related costs
|
6.5
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
40.0
|
|
|
$
|
20.1
|
|
|
$
|
2.3
|
|
(In millions)
|
Total Expected to be Incurred
|
|
Costs Incurred During 2013
|
|
Costs Incurred During 2014
|
|
Cumulative Incurred To Date
|
||||||||
Severance, termination benefits and other costs
|
$
|
160.0
|
|
|
$
|
131.5
|
|
|
$
|
23.7
|
|
|
$
|
155.2
|
|
Inventory liquidation costs
|
36.1
|
|
|
35.1
|
|
|
1.0
|
|
|
36.1
|
|
||||
Lease/contract termination and related costs
|
80.0
|
|
|
42.0
|
|
|
25.3
|
|
|
67.3
|
|
||||
Total
|
$
|
276.1
|
|
|
$
|
208.6
|
|
|
$
|
50.0
|
|
|
$
|
258.6
|
|
(In millions)
|
Liability at 2/4/14
|
|
Costs Incurred During 2014
|
|
Costs Paid During 2014
|
|
Liability at 2/1/15
|
||||||||
Severance, termination benefits and other costs
|
$
|
33.6
|
|
|
$
|
23.7
|
|
|
$
|
43.3
|
|
|
$
|
14.0
|
|
Lease/contract termination and related costs
|
15.3
|
|
|
25.3
|
|
|
33.0
|
|
|
7.6
|
|
||||
Total
|
$
|
48.9
|
|
|
$
|
49.0
|
|
|
$
|
76.3
|
|
|
$
|
21.6
|
|
(In millions)
|
Incurred During 2012
|
|
Cumulative Incurred
|
||||
Severance, termination benefits and other costs
|
$
|
1.3
|
|
|
$
|
33.5
|
|
Long-lived asset impairments
|
0.3
|
|
|
11.3
|
|
||
Inventory liquidation costs
|
—
|
|
|
10.2
|
|
||
Lease/contract termination and related costs
|
11.5
|
|
|
39.2
|
|
||
Total
|
$
|
13.1
|
|
|
$
|
94.2
|
|
(In millions, except per share data)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income attributable to PVH Corp.
|
$
|
439.0
|
|
|
$
|
143.5
|
|
|
$
|
433.8
|
|
Less:
|
|
|
|
|
|
|
|
|
|||
Common stock dividends paid to holders of Series A convertible preferred stock
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Allocation of income to Series A convertible preferred stock
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|||
Net income available to common stockholders for basic net income per common share
|
439.0
|
|
|
143.5
|
|
|
421.2
|
|
|||
Add back:
|
|
|
|
|
|
|
|
|
|||
Common stock dividends paid to holders of Series A convertible preferred stock
|
—
|
|
|
—
|
|
|
0.4
|
|
|||
Allocation of income to Series A convertible preferred stock
|
—
|
|
|
—
|
|
|
12.2
|
|
|||
Net income available to common stockholders for diluted net income per common share
|
$
|
439.0
|
|
|
$
|
143.5
|
|
|
$
|
433.8
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic net income per common share
|
82.4
|
|
|
81.2
|
|
|
70.4
|
|
|||
Weighted average impact of dilutive securities
|
0.9
|
|
|
1.4
|
|
|
1.4
|
|
|||
Weighted average impact of assumed convertible preferred stock conversion
|
—
|
|
|
—
|
|
|
2.1
|
|
|||
Total shares for diluted net income per common share
|
83.3
|
|
|
82.6
|
|
|
73.9
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share attributable to PVH Corp.
|
$
|
5.33
|
|
|
$
|
1.77
|
|
|
$
|
5.98
|
|
|
|
|
|
|
|
||||||
Diluted net income per common share attributable to PVH Corp.
|
$
|
5.27
|
|
|
$
|
1.74
|
|
|
$
|
5.87
|
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
|||
Weighted average potentially dilutive securities
|
0.4
|
|
|
0.3
|
|
|
0.3
|
|
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Revenue – Calvin Klein North America
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
1,391.1
|
|
|
$
|
1,316.8
|
|
|
$
|
714.8
|
|
|
Royalty revenue
|
|
115.6
|
|
|
113.9
|
|
|
137.0
|
|
|
|||
Advertising and other revenue
|
|
44.1
|
|
|
41.9
|
|
|
55.3
|
|
|
|||
Total
|
|
1,550.8
|
|
|
1,472.6
|
|
|
907.1
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Calvin Klein International
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,198.8
|
|
|
1,186.9
|
|
(1)
|
45.1
|
|
|
|||
Royalty revenue
|
|
78.6
|
|
|
76.8
|
|
|
140.4
|
|
|
|||
Advertising and other revenue
|
|
30.6
|
|
|
30.3
|
|
|
57.7
|
|
|
|||
Total
|
|
1,308.0
|
|
|
1,294.0
|
|
|
243.2
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Tommy Hilfiger North America
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,595.6
|
|
|
1,505.6
|
|
|
1,399.3
|
|
|
|||
Royalty revenue
|
|
30.2
|
|
|
27.6
|
|
|
22.4
|
|
|
|||
Advertising and other revenue
|
|
10.0
|
|
|
9.0
|
|
|
8.1
|
|
|
|||
Total
|
|
1,635.8
|
|
|
1,542.2
|
|
|
1,429.8
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Tommy Hilfiger International
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,886.1
|
|
|
1,834.9
|
|
|
1,732.2
|
|
|
|||
Royalty revenue
|
|
56.2
|
|
|
51.7
|
|
|
50.0
|
|
|
|||
Advertising and other revenue
|
|
3.7
|
|
|
4.5
|
|
|
5.0
|
|
|
|||
Total
|
|
1,946.0
|
|
|
1,891.1
|
|
|
1,787.2
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Heritage Brands Wholesale
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,425.1
|
|
|
1,420.3
|
|
|
991.8
|
|
|
|||
Royalty revenue
|
|
17.2
|
|
|
16.4
|
|
|
15.4
|
|
|
|||
Advertising and other revenue
|
|
2.7
|
|
|
2.8
|
|
|
4.9
|
|
|
|||
Total
|
|
1,445.0
|
|
|
1,439.5
|
|
|
1,012.1
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Heritage Brands Retail
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
352.4
|
|
|
541.7
|
|
(2)
|
657.6
|
|
(2)
|
|||
Royalty revenue
|
|
2.7
|
|
|
4.3
|
|
|
4.8
|
|
|
|||
Advertising and other revenue
|
|
0.5
|
|
|
1.0
|
|
|
1.2
|
|
|
|||
Total
|
|
355.6
|
|
|
547.0
|
|
|
663.6
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
7,849.1
|
|
|
7,806.2
|
|
|
5,540.8
|
|
|
|||
Royalty revenue
|
|
300.5
|
|
|
290.7
|
|
|
370.0
|
|
|
|||
Advertising and other revenue
|
|
91.6
|
|
|
89.5
|
|
|
132.2
|
|
|
|||
Total
(3)
|
|
$
|
8,241.2
|
|
|
$
|
8,186.4
|
|
|
$
|
6,043.0
|
|
|
(1)
|
Includes $
30.0
million of sales returns from certain wholesale customers in Asia in connection with the Company’s initiative to reduce excess inventory levels.
|
(3)
|
No single customer accounted for more than
10%
of the Company’s revenue in
2014
,
2013
and
2012
.
|
(In millions)
|
2014
|
|
|
|
2013
|
|
|
|
2012
|
|
|
||||||
Income before interest and taxes – Calvin Klein North America
|
$
|
225.6
|
|
|
(2)
|
|
$
|
167.0
|
|
|
(6)
|
|
$
|
182.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) before interest and taxes – Calvin Klein International
|
118.7
|
|
|
(2)(4)
|
|
(60.7
|
)
|
|
(6)
|
|
102.5
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Tommy Hilfiger North America
|
242.9
|
|
|
|
|
242.5
|
|
|
(8)
|
|
200.1
|
|
|
(10)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Tommy Hilfiger International
|
261.2
|
|
|
|
|
260.5
|
|
|
(8)
|
|
220.8
|
|
|
(10)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Heritage Brands Wholesale
|
96.6
|
|
|
(2)
|
|
114.4
|
|
|
(6)
|
|
101.1
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(Loss) income before interest and taxes – Heritage Brands Retail
|
(24.8
|
)
|
|
(3)
|
|
(24.4
|
)
|
|
(7)
|
|
13.5
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss before interest and taxes – Corporate
(1)
|
(390.3
|
)
|
|
(2)(5)
|
|
(185.9
|
)
|
|
(6)(9)
|
|
(159.8
|
)
|
|
(10)(11)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes
|
$
|
529.9
|
|
|
|
|
$
|
513.4
|
|
|
|
|
$
|
660.3
|
|
|
|
(1)
|
Includes corporate expenses not allocated to any reportable segments, as well as the Company’s proportionate share of the net income or loss of its investment in Kingdom Holding 1 B.V., the parent company of the
Karl Lagerfeld
brand. 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) gains from the Company’s pension and other postretirement plans totaled
$(138.9)
million,
$52.5
million and
$(28.1)
million in
2014
,
2013
and
2012
, respectively.
|
(2)
|
Income (loss) before interest and taxes for 2014 includes costs of $
139.4
million associated with the Company’s integration of Warnaco and the related restructuring. Such costs were included in the Company’s segments as follows: $
14.0
million in Calvin Klein North America; $
51.1
million in Calvin Klein International; $
17.7
million in Heritage Brands Wholesale and $
56.6
million in corporate expenses not allocated to any reportable segments.
|
(3)
|
Loss before interest and taxes for 2014 includes costs of $
21.0
million associated with the exit of the Company’s Izod retail business, the majority of which was noncash impairment charges.
|
(4)
|
Income before interest and taxes for 2014 includes a net gain of $
8.0
million associated with the deconsolidation of certain Calvin Klein subsidiaries in Australia and the Company’s previously consolidated Calvin Klein joint venture in India. Please refer to Note 5, “Investments in Unconsolidated Affiliates” and Note 6, “Redeemable Non-Controlling Interest” for a further discussion.
|
(5)
|
Loss before interest and taxes for 2014 includes costs of $
93.1
million associated with the Company’s amendment and restatement of the 2013 facilities and the related redemption of its 7 3/8% senior notes due 2020. Please refer to Note 7, “Debt,” for a further discussion.
|
(6)
|
Income (loss) before interest and taxes for 2013 includes costs of $
469.7
million associated with the Company’s acquisition and integration of Warnaco and the related restructuring. Such costs were included in the Company’s segments as follows: $
87.7
million in Calvin Klein North America; $
237.5
million in Calvin Klein International; $
43.9
million in Heritage Brands Wholesale and $
100.6
million in corporate expenses not allocated to any reportable segments.
|
(7)
|
Loss before interest and taxes for 2013 includes a loss of $
20.2
million associated with the sale of substantially all of the assets of the Company’s Bass business.
|
(8)
|
Income before interest and taxes for 2013 includes income of
$24.3
million related to the amendment of an unfavorable contract. At the time of the Tommy Hilfiger acquisition in 2010, a liability was recorded for such unfavorable contract. The amendment executed in the third quarter of 2013 adjusted the contract terms thereby reducing the amount by which the contract was unfavorable and resulted in a reduction of the liability, amounting to
$24.3
million. Such income was included in the Company’s segments as follows:
$12.0
million in Tommy Hilfiger North America and
$12.3
million in Tommy Hilfiger International.
|
(9)
|
Loss before interest and taxes for 2013 includes costs of
$40.4
million associated with the Company’s debt modification and extinguishment. Please refer to Note 7, “Debt,” for a further discussion.
|
(10)
|
Income (loss) before interest and taxes for 2012 includes costs of
$20.5
million associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows:
$0.4
million in Tommy Hilfiger North America;
$15.4
million in Tommy Hilfiger International and
$4.7
million in corporate expenses not allocated to any reportable segments.
|
(In millions)
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Identifiable Assets
|
|
|
|
|
|
|
|
||||||
Calvin Klein North America
|
|
$
|
1,834.9
|
|
|
$
|
1,792.1
|
|
|
$
|
752.0
|
|
|
Calvin Klein International
|
|
2,819.9
|
|
|
2,975.7
|
|
|
584.9
|
|
|
|||
Tommy Hilfiger North America
|
|
1,258.6
|
|
|
1,207.2
|
|
|
1,139.4
|
|
|
|||
Tommy Hilfiger International
|
|
3,255.8
|
|
|
3,741.4
|
|
|
3,420.8
|
|
|
|||
Heritage Brands Wholesale
|
|
1,342.7
|
|
|
1,399.5
|
|
|
555.6
|
|
|
|||
Heritage Brands Retail
|
|
91.9
|
|
|
128.2
|
|
|
175.7
|
|
|
|||
Corporate
|
|
328.0
|
|
|
331.5
|
|
|
1,103.3
|
|
(1)
|
|||
Total
|
|
$
|
10,931.8
|
|
|
$
|
11,575.6
|
|
|
$
|
7,731.7
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|||
Calvin Klein North America
|
|
$
|
38.0
|
|
|
$
|
61.8
|
|
|
$
|
16.5
|
|
|
Calvin Klein International
|
|
58.6
|
|
|
100.9
|
|
|
2.3
|
|
|
|||
Tommy Hilfiger North America
|
|
31.9
|
|
|
29.5
|
|
|
26.4
|
|
|
|||
Tommy Hilfiger International
|
|
87.4
|
|
|
82.6
|
|
|
72.6
|
|
|
|||
Heritage Brands Wholesale
|
|
14.6
|
|
|
19.0
|
|
|
7.1
|
|
|
|||
Heritage Brands Retail
|
|
7.2
|
|
|
11.2
|
|
|
10.7
|
|
|
|||
Corporate
|
|
7.0
|
|
|
8.6
|
|
|
4.8
|
|
|
|||
Total
|
|
$
|
244.7
|
|
|
$
|
313.6
|
|
|
$
|
140.4
|
|
|
Identifiable Capital Expenditures
(2)
|
|
|
|
|
|
|
|
|
|
|
|||
Calvin Klein North America
|
|
$
|
52.1
|
|
|
$
|
35.5
|
|
|
$
|
32.6
|
|
|
Calvin Klein International
|
|
49.9
|
|
|
42.7
|
|
|
3.1
|
|
|
|||
Tommy Hilfiger North America
|
|
38.9
|
|
|
47.0
|
|
|
47.0
|
|
|
|||
Tommy Hilfiger International
|
|
93.2
|
|
|
91.7
|
|
|
88.4
|
|
|
|||
Heritage Brands Wholesale
|
|
10.2
|
|
|
7.4
|
|
|
5.1
|
|
|
|||
Heritage Brands Retail
|
|
8.2
|
|
|
14.3
|
|
|
28.1
|
|
|
|||
Corporate
|
|
6.7
|
|
|
7.9
|
|
|
4.7
|
|
|
|||
Total
|
|
$
|
259.2
|
|
|
$
|
246.5
|
|
|
$
|
209.0
|
|
|
(1)
|
Corporate at February 3, 2013 included
$700.0
million of cash that arose from senior notes that were issued to fund a portion of the consideration for the Warnaco acquisition.
|
(2)
|
Capital expenditures in
2014
include $
17.0
million of accruals that will not be paid until 2015. Capital expenditures in
2013
include $
13.6
million of accruals that were not paid until
2014
. Capital expenditures in
2012
include $
4.2
million of accruals that were not paid until
2013
.
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
388.6
|
|
|
$
|
373.1
|
|
|
$
|
321.2
|
|
Canada
|
38.3
|
|
|
36.8
|
|
|
41.9
|
|
|||
Europe
|
230.2
|
|
|
224.2
|
|
|
171.6
|
|
|||
Asia
|
53.1
|
|
|
63.9
|
|
|
26.6
|
|
|||
Other foreign
|
15.5
|
|
|
14.1
|
|
|
—
|
|
|||
Total
|
$
|
725.7
|
|
|
$
|
712.1
|
|
|
$
|
561.3
|
|
(In millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Domestic
|
$
|
4,404.8
|
|
|
$
|
4,433.9
|
|
|
$
|
3,662.1
|
|
Canada
|
468.5
|
|
|
454.0
|
|
|
329.7
|
|
|||
Europe
|
2,304.9
|
|
|
2,261.4
|
|
|
1,643.9
|
|
|||
Asia
|
779.3
|
|
|
742.3
|
|
|
355.0
|
|
|||
Other foreign
|
283.7
|
|
|
294.8
|
|
|
52.3
|
|
|||
Total
|
$
|
8,241.2
|
|
|
$
|
8,186.4
|
|
|
$
|
6,043.0
|
|
(In millions)
|
2014
|
|
2013
|
||||
Balance at beginning of year
|
$
|
16.5
|
|
|
$
|
12.5
|
|
Business acquisitions
|
—
|
|
|
2.2
|
|
||
Liabilities incurred
|
2.7
|
|
|
2.5
|
|
||
Liabilities settled (payments)
|
(1.6
|
)
|
|
(0.9
|
)
|
||
Accretion expense
|
0.4
|
|
|
0.5
|
|
||
Revisions in estimated cash flows
|
(0.1
|
)
|
|
0.4
|
|
||
Currency translation adjustment
|
(1.7
|
)
|
|
(0.7
|
)
|
||
Balance at end of year
|
$
|
16.2
|
|
|
$
|
16.5
|
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||||||||||
|
2014
(1),(2),(3)
|
|
2013
(8),(9),(10)
|
|
2014
(1),(4)
|
|
2013
(8),(11)
|
|
2014
(1),(4),(5)
|
|
2013
(8),(11),(12),(13)
|
|
2014
(1),(4),(6),(7)
|
|
2013
(8),(11),(13),(14),(15)
|
||||||||||||||||
Total revenue
|
$
|
1,963.7
|
|
|
$
|
1,910.2
|
|
|
$
|
1,975.6
|
|
|
$
|
1,964.8
|
|
|
$
|
2,233.1
|
|
|
$
|
2,259.1
|
|
|
$
|
2,068.8
|
|
|
$
|
2,052.3
|
|
Gross profit
|
1,033.2
|
|
|
951.9
|
|
|
1,054.7
|
|
|
1,026.1
|
|
|
1,167.5
|
|
|
1,171.8
|
|
|
1,071.3
|
|
|
1,069.5
|
|
||||||||
Net income (loss) attributable to PVH Corp.
|
35.3
|
|
|
(10.3
|
)
|
|
126.5
|
|
|
(5.4
|
)
|
|
225.7
|
|
|
196.7
|
|
|
51.5
|
|
|
(37.5
|
)
|
||||||||
Basic net income (loss) per common share attributable to PVH Corp.
|
0.43
|
|
|
(0.13
|
)
|
|
1.54
|
|
|
(0.07
|
)
|
|
2.74
|
|
|
2.41
|
|
|
0.62
|
|
|
(0.46
|
)
|
||||||||
Diluted net income (loss) per common share attributable to PVH Corp.
|
0.42
|
|
|
(0.13
|
)
|
|
1.52
|
|
|
(0.07
|
)
|
|
2.71
|
|
|
2.37
|
|
|
0.62
|
|
|
(0.46
|
)
|
||||||||
Price range of stock per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
High
|
128.70
|
|
|
125.50
|
|
|
133.89
|
|
|
134.98
|
|
|
130.00
|
|
|
134.57
|
|
|
129.17
|
|
|
138.94
|
|
||||||||
Low
|
114.10
|
|
|
102.72
|
|
|
107.50
|
|
|
107.09
|
|
|
107.05
|
|
|
114.52
|
|
|
109.00
|
|
|
119.70
|
|
(1)
|
The first, second, third and fourth quarters of 2014 include pre-tax costs of $32.6 million, $44.0 million, $29.1 million and $33.7 million, respectively, associated with the Company’s acquisition and integration of Warnaco and the related restructuring.
|
(2)
|
The first quarter of 2014 includes a net gain of $8.0 million associated with the deconsolidation of certain Calvin Klein subsidiaries in Australia and the Company’s previously consolidated Calvin Klein joint venture in India.
|
(3)
|
The first quarter of 2014 includes pre-tax costs of $93.1 million associated with the Company’s amendment and restatement of the 2013 facilities and the related redemption of its 7 3/8% senior notes due 2020.
|
(4)
|
The second, third and fourth quarters of 2014 include tax benefits of $30.0 million, $15.3 million and $36.6 million, respectively, associated with discrete items related to the resolution of uncertain tax positions.
|
(5)
|
The third quarter of 2014 includes a tax benefit of $9.6 million associated with non-recurring discrete items related to the Warnaco integration.
|
(6)
|
The fourth quarter of 2014 includes pre-tax costs of $21.0 million associated with the exit of the Company’s Izod retail business, the majority of which was noncash impairment charges.
|
(7)
|
The fourth quarter of 2014 includes a pre-tax actuarial loss of $138.9 million from the Company’s pension and other postretirement plans.
|
(8)
|
The first, second, third and fourth quarters of 2013 include pre-tax costs of $182.5 million, $127.6 million, $61.0 million and $98.6 million, respectively, associated with the Company’s acquisition and integration of Warnaco and the related restructuring.
|
(9)
|
The first quarter of 2013 includes pre-tax interest expense of $0.8 million incurred prior to the Warnaco acquisition closing date related to the $700.0 million of senior notes issued to fund a portion of the consideration for the acquisition.
|
(10)
|
The first quarter of 2013 includes pre-tax costs of $40.4 million associated with the Company’s debt modification and extinguishment.
|
(11)
|
The second, third and fourth quarters of 2013 include a tax expense (benefit) of $28.0 million, $(27.5) million, and $4.7 million, respectively, associated with non-recurring discrete items related to the Warnaco integration.
|
(12)
|
The third quarter of 2013 includes pre-tax income of $24.3 million due to the amendment of an unfavorable contract, which resulted in the reduction of a liability recorded at the time of the Tommy Hilfiger acquisition.
|
(13)
|
The third and fourth quarters of 2013 include pre-tax losses of $19.5 million and $0.7 million, respectively, associated with the sale of substantially all of the assets of the Company’s Bass business.
|
(14)
|
The fourth quarter of 2013 includes a pre-tax actuarial gain of $52.5 million on pension and other postretirement plans.
|
(15)
|
The fourth quarter of 2013 includes a tax expense of $120.0 million related to an increase to the Company’s previously established liability for an uncertain tax position related to European and United States transfer pricing arrangements.
|
/s/ EMANUEL CHIRICO
|
/s/ MICHAEL SHAFFER
|
|
|
Emanuel Chirico
|
Michael Shaffer
|
Chairman and Chief Executive Officer
|
Executive Vice President and Chief
|
April 1, 2015
|
Operating & Financial Officer
|
|
April 1, 2015
|
|
2014
(1)
|
|
2013
(2)
|
|
2012
(3)
|
|
2011
(4)
|
|
2010
(5)
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
8,241.2
|
|
|
$
|
8,186.4
|
|
|
$
|
6,043.0
|
|
|
$
|
5,890.6
|
|
|
$
|
4,636.8
|
|
Cost of goods sold, expenses and other income items
|
7,711.3
|
|
|
7,673.0
|
|
|
5,382.7
|
|
|
5,399.4
|
|
|
4,433.8
|
|
|||||
Income before interest and taxes
|
529.9
|
|
|
513.4
|
|
|
660.3
|
|
|
491.2
|
|
|
203.0
|
|
|||||
Interest expense, net
|
138.5
|
|
|
184.7
|
|
|
117.2
|
|
|
128.1
|
|
|
126.8
|
|
|||||
Income tax (benefit) expense
|
(47.5
|
)
|
|
185.3
|
|
|
109.3
|
|
|
87.4
|
|
|
21.8
|
|
|||||
Net loss attributable to redeemable non-controlling interest
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to PVH Corp.
|
$
|
439.0
|
|
|
$
|
143.5
|
|
|
$
|
433.8
|
|
|
$
|
275.7
|
|
|
$
|
54.4
|
|
Per Share Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net income per common share attributable to PVH Corp.
|
$
|
5.33
|
|
|
$
|
1.77
|
|
|
$
|
5.98
|
|
|
$
|
3.86
|
|
|
$
|
0.83
|
|
Diluted net income per common share attributable to PVH Corp.
|
5.27
|
|
|
1.74
|
|
|
5.87
|
|
|
3.78
|
|
|
0.81
|
|
|||||
Dividends paid per common share
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|||||
Stockholders’ equity per equivalent common share
(6)
|
52.89
|
|
|
52.76
|
|
|
44.61
|
|
|
37.59
|
|
|
34.28
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
$
|
2,901.2
|
|
|
$
|
2,998.6
|
|
|
$
|
2,437.0
|
|
|
$
|
1,739.2
|
|
|
$
|
1,835.3
|
|
Current liabilities (including short-term borrowings and current portion of long-term debt)
|
1,428.6
|
|
|
1,552.4
|
|
|
1,162.4
|
|
|
1,043.9
|
|
|
931.3
|
|
|||||
Working capital
|
1,472.6
|
|
|
1,446.2
|
|
|
1,274.6
|
|
|
695.3
|
|
|
904.0
|
|
|||||
Total assets
|
10,931.8
|
|
|
11,575.6
|
|
|
7,731.7
|
|
|
6,752.4
|
|
|
6,784.4
|
|
|||||
Capital leases
|
18.1
|
|
|
25.3
|
|
|
31.1
|
|
|
26.8
|
|
|
24.9
|
|
|||||
Long-term debt
|
3,438.7
|
|
|
3,878.2
|
|
|
2,211.6
|
|
|
1,832.9
|
|
|
2,364.0
|
|
|||||
Stockholders’ equity
|
4,364.3
|
|
|
4,335.2
|
|
|
3,252.6
|
|
|
2,715.4
|
|
|
2,442.5
|
|
|||||
Other Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total debt to total capital
(7)
|
45.0
|
%
|
|
48.0
|
%
|
|
41.9
|
%
|
|
41.7
|
%
|
|
49.5
|
%
|
|||||
Net debt to net capital
(8)
|
41.4
|
%
|
|
44.0
|
%
|
|
30.8
|
%
|
|
38.6
|
%
|
|
43.7
|
%
|
|||||
Current ratio
|
2.0
|
|
|
1.9
|
|
|
2.1
|
|
|
1.7
|
|
|
2.0
|
|
(1)
|
2014 includes (a) pre-tax costs of $139.4 million associated with the Company’s integration of Warnaco and the related restructuring; (b) a net gain of $8.0 million associated with the deconsolidation of certain Calvin Klein subsidiaries in Australia and the Company’s previously consolidated Calvin Klein joint venture in India; (c) pre-tax costs
of $93.1 million associated with the Company’s amendment and restatement of its senior secured credit facilities and redemption of its 7 3/8% senior notes due 2020; (d) pre-tax costs of $21.0 million associated with the exit of the Company’s Izod retail business; (e) a pre-tax actuarial loss of $138.9 million on pension and other postretirement plans; and (f) discrete tax benefits of $91.5 million primarily related to Warnaco integration activities and the resolution of uncertain tax positions.
|
(2)
|
2013 includes (a) pre-tax costs of $469.7 million associated with the Company’s acquisition and integration of Warnaco and the related restructuring; (b) pre-tax costs of $40.4 million associated with the Company’s debt modification and extinguishment; (c) pre-tax income of $24.3 million due to the amendment of an unfavorable contract; (d) a pre-tax loss of $20.2 million associated with the sale of substantially all of the assets of the Company’s Bass business; (e) a pre-tax actuarial gain of $52.5 million on pension and other postretirement plans; (f) pre-tax interest expense of $0.8 million incurred prior to the Warnaco acquisition closing date related to the $700.0 million of senior notes issued to fund the acquisition; (g) a net tax expense of $5.2 million associated with non-recurring discrete items related to the Warnaco acquisition; and (h) a tax expense of $120.0 million related to an increase to the Company’s previously established liability for an uncertain tax position related to European and United States transfer pricing arrangements.
|
(3)
|
2012 includes (a) pre-tax costs of $20.5 million associated with the Company’s integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $42.6 million associated with the Company’s acquisition of Warnaco; (c) a pre-tax actuarial loss of $28.1 million on pension and other postretirement plans; (d) pre-tax interest expense of $3.7 million incurred in the fourth quarter related to the $700.0 million of senior notes issued that quarter; and (e) a tax benefit of $14.0 million resulting from the recognition of previously unrecognized net operating loss assets and tax credits.
|
(4)
|
2011 includes (a) pre-tax costs of $
69.5
million associated with the Company’s integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $
8.1
million 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 $
20.7
million 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 $
16.2
million associated with the Company’s modification of its senior secured credit facility; (e) a pre-tax actuarial loss of $76.1 million on pension and other postretirement plans; and (f) a tax benefit of $5.4 million resulting from the revaluation of certain deferred tax liabilities in connection with a decrease in the tax rate in Japan.
|
(5)
|
2010 includes (a) pre-tax costs of
$338.3
million associated with the Company’s acquisition and integration of Tommy Hilfiger, including transaction, restructuring and debt extinguishment costs and the effects of hedges against Euro to United States dollar exchange rates related to the purchase price; (b) pre-tax costs of
$6.6
million 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 $4.5 million on pension and other postretirement plans; and (d) a tax benefit of
$8.9
million related to the lapse of the statute of limitations with respect to certain previously unrecognized tax positions.
|
(6)
|
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 were convertible into for the applicable years, as such convertible preferred stock was classified within stockholders’ equity in the Company’s Consolidated Balance Sheets.
|
(7)
|
Total capital equals interest-bearing debt (including capital leases) and stockholders’ equity.
|
(8)
|
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 1, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
26.4
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
12.8
|
|
(c)
|
$
|
19.0
|
|
Allowance/accrual for operational chargebacks and customer markdowns (a)
|
|
250.6
|
|
|
547.0
|
|
|
—
|
|
|
524.3
|
|
|
273.3
|
|
|||||
Total
|
|
277.0
|
|
|
552.4
|
|
|
—
|
|
|
537.1
|
|
|
292.3
|
|
|||||
Year Ended February 2, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
16.1
|
|
|
$
|
12.0
|
|
|
$
|
3.7
|
|
(b)
|
$
|
5.4
|
|
(c)
|
$
|
26.4
|
|
Allowance/accrual for operational chargebacks and customer markdowns (a)
|
|
151.1
|
|
|
498.1
|
|
|
28.2
|
|
(b)
|
426.8
|
|
|
250.6
|
|
|||||
Total
|
|
167.2
|
|
|
510.1
|
|
|
31.9
|
|
|
432.2
|
|
|
277.0
|
|
|||||
Year Ended February 3, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Allowance for doubtful accounts
|
|
$
|
15.8
|
|
|
$
|
6.3
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
(c)
|
$
|
16.1
|
|
Allowance/accrual for operational chargebacks and customer markdowns (a)
|
|
163.1
|
|
|
321.0
|
|
|
—
|
|
|
333.0
|
|
|
151.1
|
|
|||||
Total
|
|
178.9
|
|
|
327.3
|
|
|
—
|
|
|
339.0
|
|
|
167.2
|
|
(a)
|
Contains activity associated with the wholesale sales allowance accrual included in accrued expenses. Please see Note 21, “Other Comments” for specified amounts.
|
(b)
|
Principally due to the acquisition of Warnaco in 2013.
|
(c)
|
Principally accounts written off as uncollectible, net of recoveries.
|
A.
|
Tommy Hilfiger Europe B.V., having its registered offices in Amsterdam, and having its principal place of business there located at Stadhouderskade 6, hereafter referred to as “TH”,
|
B.
|
Daniel Grieder, residing at Amsterdam, p/a Stadhouderskade 6, 1054 ES, hereafter referred to as “the employee”,
|
1.
|
The employee will perform duties for TH in the position of Senior VP of Commercial Operations. He will report to the CEO.
|
2.
|
The work location of the employee is Amsterdam.
|
1.
|
The employee will work eight hours per day, forty hours per week for TH.
|
2.
|
After having discussed the matter and under special circumstances the employee will work overtime hours at the discretion of TH. Overtime shall, in principle, not be reimbursed in any form.
|
1.
|
The monthly salary of the employee upon entering employment is € 18.750, - gross. The salary will be paid latest on the last day of the month.
|
2.
|
The company will apply for the 30% tax ruling on the employee's behalf. The granting of the ruling is subject to the decision of the Dutch tax authorities. Should the ruling be denied, the company will not be liable for any loss of net income the employee may incur.
|
3.
|
TH will support the employee in finding suitable accommodation in Amsterdam.
|
4.
|
TH will reimburse the expenses of the International School for the children of the employee.
|
5.
|
The employee is entitled to a company credit card and a company mobile phone which can be used for business purposes only.
|
6.
|
The employee will be able to participate in the TH company savings scheme.
|
7.
|
For the performance of the employee’s work, TH provides a lease car to the employee, up to a monthly lease amount of € 1.550,- (excluding petrol), based on the requirements set forth in the lease car user regulations. The employee is also allowed to use this car for private use.
|
1.
|
The employee has the right to 25 days paid holiday per year (based on 12 months).
|
2.
|
TH is entitled to appoint two mandatory days of holiday per year.
|
3.
|
Holiday requests must be done upfront, in writing, and after approval of the manager. TH is entitled to deny the request because of urgent business purposes.
|
1.
|
For employees with a salary above the compulsory health insurance income limit, TH has entered into a group health insurance package covering the entire family. For participation in the group health insurance package, TH reimburses 50% of the contribution, irrespective of the chosen coverage or personal liability threshold. This is a taxable benefit.
|
2.
|
TH has entered into disability insurance coverage in addition to the WAO (Dutch Disability Insurance Act) for all employees. TH pays 50% of the premium.
|
3.
|
The employee will be invited to take part in the pension arrangements of TH.
|
1.
|
Both during the term of employment as well as thereafter, regardless of how the term of employment has ended, the employee will be prohibited to share information with third parties regarding business issues concerning TH and/or clients of TH, when the employee should know that TH could be damaged were this information to become known outside the company. This prohibition is expressly not limited to companies in the same field of business as TH. If the employee acts against the confidentiality clause, this will constitute a reason of gross misconduct for TH as indicated in Article 7:678 of the Dutch Civil Code to immediately terminate the employment agreement.
|
2.
|
Within the period of one year upon termination of her employment agreement with TH the employee is prohibited to be employed directly or indirectly by a company similar to, or alike or related to TH. It is also prohibited, within a period of one year upon termination, to join clients / relations of TH.
|
3.
|
The employee is required to return to the company all materials issued by TH, including all TH belongings (for example, lease car, mobile cellphone, PC, documentation materials, brochures, software, etc.) immediately upon terminating employment with TH.
|
4.
|
In the event of a violation of article 7.1 and 7.2, the employee will be liable for a one time penalty, not open to judicial moderation or mitigation, of € 4.600,00 as well as a penalty of € 460,00 for each day the prohibited situation remains, without prejudice to the obligation of the employee to pay a higher amount in compensation when it becomes apparent that the damage suffered by the company is higher than the amounts listed here above.
|
1.
|
The first 2 months of the employment agreement serves as a probationary period. During this probationary period, both the employee as well as TH can terminate the employment agreement immediately, at any moment, without explanation.
|
2.
|
Both the employee and TH can terminate the employment contract in writing at the end of the calendar month. In this case, both parties must comply with the legal notice period. In the case of TH the legal notice period is one month, unless the employment period was longer than five years, in which case a longer legal notice period applies. For the employee, regardless of the length of employment, the legal notice period is one month.
|
3.
|
The employment contract ends without legal notice needing to be given on the day the employee reaches the age of 65.
|
1.
|
Registration
|
•
|
An indication of your illness
|
•
|
Where can you be reached during the period you are ill.
|
•
|
When you are expecting to recover.
|
•
|
Who internally within the Company or externally needs to be informed.
|
1.
|
Payment of Salary During Illness
|
3.
|
Medical Check
|
4.
|
Return to Work
|
1.
|
Daniel Grieder, residing at Stadhouderskade 6, 1054 ES Amsterdam, hereafter called: the Employee
|
2.
|
Tommy Hilfiger Europe B.V., located at Stradhouderskade 6, 1054 ES Amsterdam, hereafter called: the Employer
|
a.
|
Insofar as article 9 of the Implementation Regulation Withholding Tax Law 1965 is applicable, the Employee will receive a tax-free reimbursement for extraterritorial expenses. The Employee agrees that his/her wage for present employment as in article [no.] of the employment contract will be reduced in such a manner that 100/70 of the thus to be determined and agreed on wage for present employment is equal to the original agreed upon wage for present employment.
|
b.
|
Insofar as article a. is applicable, the Employee will receive a reimbursement for extraterritorial expenses equal to 30/70 of the thus to be determined and agreed wage for present employment.
|
c.
|
The Employee is aware of the fact that an adjustment in the agreed compensation made in accordance with article a. may have an impact on all compensation and benefits (for example pension and social insurance benefits) related to the wage.
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
Arrow C.V.
|
|
Netherlands
|
Authentic Fitness On-line, Inc.
|
|
Nevada
|
BassNet LLC
|
|
Delaware
|
Calvin Holding C.V.
|
|
Netherlands
|
Calvin Klein Europe B.V.
|
|
Netherlands
|
Calvin Klein Jeanswear Company
|
|
Delaware
|
Calvin Klein, Inc.
|
|
New York
|
Calvin Klein Stores Ireland Ltd.
|
|
Ireland
|
Calvin Klein Stores Rus LLC
|
|
Russia
|
Calvin Klein Stores Spain S.L.
|
|
Spain
|
Calvin Klein Stores UK Limited
|
|
United Kingdom
|
CCC Acquisition Corp.
|
|
Delaware
|
CK Jeanswear Asia Limited
|
|
Hong Kong
|
CK Logistics B.V.
|
|
Netherlands
|
CK Service Corp.
|
|
Delaware
|
CK Stores Austria GmbH
|
|
Austria
|
CK Stores Belgium BVBA
|
|
Belgium
|
CK Stores B.V.
|
|
Netherlands
|
CK Stores Denmark ApS
|
|
Denmark
|
CK Stores Finland OY
|
|
Finland
|
CK Stores France SAS
|
|
France
|
CK Stores Germany Gmbh
|
|
Germany
|
CK Stores Italy S.r.l.
|
|
Italy
|
CK Stores Netherlands B.V.
|
|
Netherlands
|
CK Stores Poland Sp. z o.o.
|
|
Poland
|
CK Stores Portugal, Unipessoal Lda.
|
|
Portugal
|
CK Stores Switzerland GmbH
|
|
Switzerland
|
CKJ Fashion (Shanghai) Ltd.
|
|
China
|
CKJ Holdings, Inc.
|
|
Delaware
|
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
|
Elmira 3 B.V.
|
|
Netherlands
|
G-T (International) Fashion Co., Ltd
|
|
Hong Kong
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
Gold Lightening Ltd.
|
|
Hong Kong
|
Hangzhou G-T Trading Co., Ltd.
|
|
China
|
Hilfiger Stores B.V.
|
|
Netherlands
|
Hilfiger Stores Belgium 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
|
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 Sp. z o. o.
|
|
Poland
|
Hilfiger Stores Sweden AB
|
|
Sweden
|
izod.com inc.
|
|
Delaware
|
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
|
Phillips-Van Heusen Ireland Ltd.
|
|
Ireland
|
Premium Garments Wholesale Trading Private Limited
|
|
India
|
PVH (India) Ltd.
|
|
British Virgin Islands
|
PVH (Macao) Company Limited
|
|
Macao
|
PVH Asia Limited
|
|
Hong Kong
|
PVH B.V.
|
|
Netherlands
|
PVH Belgium BVBA
|
|
Belgium
|
PVH Beteiligungsgesellschaft mbH
|
|
Germany
|
PVH Canada, Inc.
|
|
Canada
|
PVH Commerce (Shanghai) Company Limited
|
|
China
|
PVH Commercial Malaysia Sdn Bhd
|
|
Malaysia
|
PVH Denmark Aps
|
|
Denmark
|
PVH Deutschland GmbH
|
|
Germany
|
PVH Europe B.V.
|
|
Netherlands
|
PVH Europe, Inc.
|
|
Delaware
|
PVH Far East Limited
|
|
Hong Kong
|
PVH Finland OY
|
|
Finland
|
PVH Foreign Holdings Corp.
|
|
Delaware
|
PVH France SAS
|
|
France
|
Name
|
|
State or Other Jurisdiction of Incorporation
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PVH gTLD Holdings LLC
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Delaware
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PVH Gift Card Company
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Virginia
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PVH Guam, Inc.
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Delaware
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PVH Holdings GmbH & Co. KG
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Germany
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PVH International B.V.
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Netherlands
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PVH Italia S.r.l.
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Italy
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PVH Kenya Limited
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Kenya
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PVH Korea Co., Ltd.
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Korea
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PVH Management Consultant (Shanghai) Ltd.
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China
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PVH Mexico S.A. de C.V.
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Mexico
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PVH Neckwear, Inc.
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Delaware
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PVH Netherlands B.V.
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Netherlands
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PVH Norge AS
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Norway
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PVH Osterreich GesmbH
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Austria
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PVH Prince C.V. Holding Corporation
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Delaware
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PVH Puerto Rico LLC
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Delaware
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PVH Puerto Rico, Inc.
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Delaware
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PVH Realty Corp.
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Delaware
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PVH Retail Stores LLC
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Delaware
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PVH Schweiz GmbH
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Switzerland
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PVH Services S. de R.L de C.V.
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Mexico
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PVH Shanghai Co. Ltd.
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China
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PVH Singapore Private Limited
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Singapore
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PVH Sweden AB
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Sweden
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PVH Taiwan Company Limited
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Taiwan
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PVH UK Limited
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United Kingdom
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PVH Wholesale Corp.
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Delaware
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PVH Wholesale New Jersey, Inc.
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Delaware
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Quiver C.V.
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Netherlands
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T. H. International N.V.
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Netherlands Antilles
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TH 1 Holding (Cyprus) Ltd.
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Cyprus
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TH Australia Holdings Pty Limited
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Australia
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TH Monument B.V.
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Netherlands
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The Warnaco Group, Inc.
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Delaware
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Tomcan Investments Inc.
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Delaware
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Tommy Hilfiger (Eastern Hemisphere) Ltd.
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British Virgin Islands
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Tommy Hilfiger (HK) Limited
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Hong Kong
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Tommy Hilfiger Corporation
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British Virgin Islands
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Tommy Hilfiger Europe B.V.
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Netherlands
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Tommy Hilfiger Japan Corporation
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Japan
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Tommy Hilfiger Japan Holding Godo Kaisha
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Japan
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Tommy Hilfiger Licensing B.V.
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Netherlands
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Tommy Hilfiger Licensing LLC
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Delaware
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Tommy Hilfiger Marka Dagitim Ve Ticaret Anonim Sirketi
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Turkey
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Name
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State or Other Jurisdiction of Incorporation
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|
|
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Tommy Hilfiger Retail, LLC
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Delaware
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Tommy Hilfiger Services Limited
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United Kingdom
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Tommy Hilfiger Stores Norge AS
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Norway
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Tommy Hilfiger U.S.A. Inc.
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Delaware
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Tommy Hilfiger Wholesale, Inc.
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California
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Tommy Holding C.V.
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Netherlands
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Warnaco (HK) Ltd.
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Barbados
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Warnaco Apparel SA (Proprietary) Limited
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South Africa
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Warnaco Distribution Srl
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Uruguay
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Warnaco France S.a.r.l.
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France
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Warnaco Global Sourcing Limited
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|
Hong Kong
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Warnaco, Inc.
|
|
Delaware
|
Warnaco Netherlands B.V.
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|
Netherlands
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Warnaco Puerto Rico, Inc.
|
|
Delaware
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Warnaco Retail Inc.
|
|
Delaware
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Warnaco Swimwear Inc.
|
|
Delaware
|
Warnaco Swimwear Products Inc.
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|
Delaware
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Warnaco U.S., Inc.
|
|
Delaware
|
WBR Industria e Comercio de Vestuario Ltda.
|
|
Brazil
|
Wellrose Ltd.
|
|
Hong Kong
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(i)
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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,
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(ii)
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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,
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(iii)
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Registration Statement (Form S-8, No. 333-109000), which relates to the PVH Corp. 2003 Stock Option Plan,
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(iv)
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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,
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(v)
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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), Registration Statement (Form S-8, No. 333-183800) and Registration Statement (Form S-8, No. 333-186707), each of which relates to the PVH Corp. 2006 Stock Incentive Plan,
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(vi)
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Registration Statement (Form S-8, No. 333-158327), which relates to the PVH Corp. Associates Investment Plan for Salaried Associates, and
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(vii)
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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 4.50% Senior Notes due 2022 and 5,750,000 shares of common stock to the public,
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|
/s/ Emanuel Chirico
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Emanuel Chirico
Chairman and Chief Executive Officer
|
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/s/ Michael Shaffer
|
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Michael Shaffer
Executive Vice President and
Chief Operating & Financial Officer
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(i)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Emanuel Chirico
|
|
Name:
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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:
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/s/ Michael Shaffer
|
|
Name:
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Michael Shaffer
Executive Vice President and
Chief Operating & Financial Officer
|
|