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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 16, 2016 |
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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. Representing pure, refined luxury, distribution is through the wholesale channel across the globe (in stores and online), through flagship stores in Asia and our own
Calvin Klein Collection
retail flagship store on Madison Avenue in New York City, as well as on
calvinklein
.com
.
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•
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Calvin Klein Platinum
—
our “bridge” brand, offering modern, sophisticated, fashionable items including apparel and accessories. Offerings are sold in the wholesale channel through specialty and department store retailers (in stores and online) in various regions, as well as in free-standing stores in Asia. Distribution for the line is growing internationally across select markets.
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•
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Calvin Klein
— our “better” brand, formerly referred to as
Calvin Klein
white label, 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, suits and handbags and items for the home. Distribution is primarily in North America through department store retailers (in stores and online), free-standing stores and on
calvinklein
.com, and is expanding internationally in select markets.
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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 accessories, which are distributed in Europe and Asia. With roots in denim, it is the casual expression of the
Calvin Klein
brand and is known for its unique details and innovative washes. This line is sold in our own stores, through the wholesale channel (in stores and online) and on
calvinklein
.com
.
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•
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Calvin Klein Underwear
— one of the world’s leading designer underwear brands for men and women,
Calvin Klein Underwear
is known across the globe for sexy, cutting-edge products and marketing campaigns, consistently delivering innovative designs with superior fit and quality. Offerings under this label include men’s and women’s underwear, women’s intimates, sleepwear and loungewear.
Calvin Klein Underwear
is sold in our own stores, through the wholesale channel (in stores and online) and on
calvinklein
.com.
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•
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Calvin Klein
Wholesale — We operate wholesale businesses 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
men’s dress shirts, neckwear and sportswear under the
Calvin Klein
brand are marketed at better price points and are distributed principally in better department and specialty store retailers (in stores and online). Our
Calvin Klein Collection
and
Calvin Klein Platinum
dress shirts are sold into the more limited channels of luxury or premier department and specialty store retailers (in stores and online), as well as through free-standing stores.
Our
Calvin Klein Jeans
and
Calvin Klein Underwear
products are primarily distributed through department stores, chain stores, shop-in-shop/concession locations, stores operated under retail licenses and/or distributor agreements, 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 products under the
Calvin Klein
brand to communicate the
Calvin Klein
lifestyle. We also operate full-price and outlet stores and concession locations in Europe, Asia, Mexico and Brazil where we principally offer
Calvin Klein Jeans
,
Calvin Klein Underwear
and
Calvin Klein
accessory offerings.
Calvin Klein
products are also sold through the e-commerce sites we operate in approximately 30 countries.
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•
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Calvin Klein Collection —
We market the
Calvin Klein Collection
brand men’s and women’s high-end designer apparel and accessories collections, as well as items for the home, through our
Calvin Klein Collection
flagship store located in New York City, our Calvin Klein Collection wholesale businesses in the United States and Europe and online through our e-commerce site and other specialty e-commerce sites, such as
net-a-porter
.com.
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•
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Licensing — We license the
Calvin Klein
brands throughout the world for use in connection with a broad array of products, including women’s dresses and suits, women’s sportswear and performance apparel, men’s tailored clothing, golf apparel, fragrance, cosmetics, eyewear, hosiery, socks, footwear, jewelry, watches, outerwear, handbags, small leather goods and home furnishings; and men’s and women’s
Calvin Klein
Platinum
apparel in Asia. In these arrangements, Calvin Klein combines its design, marketing and branding skills with the specific manufacturing, distribution and geographic capabilities of its 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,
Calvin Klein
products are sold by third party distributors, and through joint ventures in which we are a partner in Australia and India.
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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, including Japan beginning January 2016)
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CK21 Holdings Pte, Ltd.
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Men’s and women’s platinum apparel and shoes (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
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Men’s and women’s coats and swimwear, 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 apparel and women’s platinum 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, under which we offer a broad selection of designs across more than 25 categories, including men’s, women’s and kids’ sportswear, footwear and accessories. With a focus on the 25 to 40 year-old consumer,
Tommy Hilfiger
is internationally recognized for celebrating the essence of classic American style with a fresh, modern twist inspired by pop culture
—
from fashion, art and music to sports and entertainment. Products are sold domestically and internationally in our
Tommy Hilfiger
specialty and outlet stores, through the wholesale channel (in stores and online) and through our Company-operated e-commerce sites.
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•
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Hilfiger Denim —
inspired by American denim classics with a modern edge, offerings are more casual than the
Tommy Hilfiger
label. The line is targeted to the 18 to 30 year-old denim-oriented consumer and is focused on premium denim separates, footwear, bags, accessories, eyewear and fragrance. Products are primarily sold outside North America and can be purchased in our
Tommy Hilfiger
retail stores, through the wholesale channel (in stores and online) and through our Company-operated e-commerce sites.
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•
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Hilfiger Collection —
represents the pinnacle of the
Tommy Hilfiger
product offerings and features its most directional styles for women, blending the brand’s Americana styling with contemporary influences. The collection targets 25 to 40 year-old consumers and includes designs that premiere on the runway during New York Fashion Week.
Hilfiger Collection
is available globally at select
Tommy Hilfiger
retail stores and wholesale partners (in stores and online), and through our Company-operated e-commerce sites.
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•
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Tommy Hilfiger Tailored —
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
focuses on the 25 to 40 year-old consumer and is available globally at select
Tommy Hilfiger
retail stores and through wholesale partners (in stores and online), as well as through our Company-operated e-commerce sites.
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•
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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. On February 1, 2016, we entered into a licensing agreement with G-III for the design, production and wholesale distribution of
Tommy Hilfiger
womenswear in the United States and Canada beginning with the Holiday 2016 season.
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•
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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. 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. 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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•
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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 by third party distributors, licensees and franchisees in Europe, Southeast Asia, Australia, Central and South America and the Caribbean, and through joint ventures in which we are a partner in China, India, Brazil and Australia.
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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
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Men’s, women’s and juniors’ outerwear, luggage, women’s dresses and, beginning in 2016, women’s apparel (excluding intimates, sleepwear, loungewear, hats, scarves, gloves and footwear) (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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Randa Accessories Leather Goods LLC
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Men’s belts and small leather goods (United States, Canada and Mexico)
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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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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, specialty, mass market, club and off-price retailers (in stores and online through select wholesale partners). We market both dress shirts and neckwear under brands including
Van Heusen
,
ARROW
,
IZOD
,
Eagle
,
Sean John
,
Geoffrey Beene
,
Kenneth Cole New York
,
Kenneth Cole Reaction
,
MICHAEL Michael Kors
and
Michael Kors Collection
. We also market dress shirts under the
Chaps
brand, 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
,
ARROW
,
Chaps
and
Geoffrey Beene
were the first, second, fourth and fifth best selling national brand dress shirts, respectively, in United States department and chain stores in 2015.
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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, 2019
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•
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The design and marketing of sportswear, including men’s knit and woven sport shirts, sweaters, bottoms and outerwear, at wholesale, principally under the
IZOD
,
Van Heusen
and
ARROW
brands primarily to department, chain, specialty, mass market, club and off-price stores.
Van Heusen
,
IZOD
and
ARROW
were the first, second and fifth best selling national brand men’s woven sport shirts, respectively, in United States department and chain stores in 2015.
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The design and marketing of certain men’s, women’s and children’s swimwear, pool and deck footwear and swim related products and accessories, such as swim goggles, learn-to-swim aids, water-based fitness products and training accessories under the
Speedo
trademark. The
Speedo
brand is licensed to us for North America and the Caribbean in perpetuity from Speedo International Limited. We primarily distribute
Speedo
products through mass market stores, sporting goods stores, team dealers, swim clubs, off-price stores, catalog retailers and e-commerce sites, including Speedo’s
speedousa
.com e-commerce site.
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•
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The design and marketing of women’s intimate apparel, shapewear and loungewear 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 retail channels, including department, chain, club, off-price and mass market stores (in stores and online).
Warner’s
was the second best selling average figure brand in United States department and chain stores in 2015 and had the largest market share for average figure wire-free bras.
Olga
was the ninth best selling average figure brand in United States department and chain stores in 2015.
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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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I.C.C. International 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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Peerless Delaware, Inc.
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Van Heusen
and
IZOD
men’s tailored clothing (United States, Canada and Mexico)
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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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Driving consumer engagement — investing in our product, presentation, marketing and in-store experiences;
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Growing our operations in Asia and Latin America, the largest growth markets for
Tommy Hilfiger
and
Calvin Klein
;
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•
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Assuming more direct control over Calvin Klein and Tommy Hilfiger licensed businesses where we believe that we can leverage our core competencies to increase sales and profitability;
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Executing against our Calvin Klein European strategy to achieve target operating results;
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Investing strategically in our global operating platforms to support our growth initiatives;
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Growing our digital commerce presence by enhancing and expanding our directly operated sites and our online penetration with wholesale partners;
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Investing in talent, developing our people and expanding their career development opportunities while providing an inclusive environment where every individual is valued; and
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•
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Continuing to generate significant free cash flow to use to drive sustainable long-term growth and stockholder returns.
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•
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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
Calvin Klein’
s strong brand positioning and our proven success in other brand offerings. We believe that jeanswear, womenswear, men’s tailored and underwear offerings represent significant opportunities, both in North America and internationally.
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•
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Accessories — We see opportunity to grow our handbag, small leather goods and accessories offerings across our geographies. While there is room for further growth in North America, we believe that the largest opportunities exist in Asia, Europe and Latin America as
Calvin Klein Accessories
has a very limited penetration in those markets. Our recent takeback of the licensed
Calvin Klein
Platinum
accessories business in Asia will allow us to further grow our accessories presence in the region.
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•
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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 end, we have been focused on improving our designs, detailing and quality. Fit has been another key focus area, as we are adding extended women’s sizing and tailoring products and fit to accommodate different regional markets. Additionally, our growth in logo product (including the
Modern Cotton
collection) is helping us engage with youth-minded shoppers, which has been additive to the existing
Calvin Klein Underwear
women’s customer base. 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.
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•
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Men’s tailored clothing — We believe that we can grow this business as we leverage our core competencies in dress furnishings and tailored apparel and expand internationally.
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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.
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•
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Womenswear and accessories —We believe that we can grow our womenswear assortments, including accessories, particularly across high-growth markets in Asia and Latin America, where we are underpenetrated. Throughout 2015, we undertook several efforts to raise awareness of and support this business. On February 1, 2016, we entered into a
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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 products and new styles and designs, such as the
Van Heusen Flex Collar
men’s dress-shirt, designed with exclusive technology to provide extra comfort. Across our businesses, we are continually evaluating new brand licensing opportunities to leverage our strong established platforms in the dress furnishings category, while also evaluating and exiting existing licensing arrangements that are unproductive.
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•
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Sportswear — We are focused on elevating our sportswear offerings through quality, detailing and fashion. For
IZOD
, we seek to expand our offerings at Kohl’s, 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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Core Intimates — We see a healthy path of growth for
Warner’s
and
Olga.
We have enhanced our existing assortments, particularly bras, with new technologies, solutions-based innovation and more comfortable products. Along with these changes, we have been investing in new marketing campaigns, enhanced fixtures and additional signage across our wholesale presentations. We believe that we can expand our distribution, particularly within the mass market channel.
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•
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Swimwear — We plan to continue to extend our product offerings of swimwear and swim products to a wider audience.
Speedo
is on the cutting edge of technology and innovation in the competitive swimwear arena and we are continually enhancing the product assortment to reflect the latest advancements. We 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 see a significant opportunity for the
Speedo
brand in 2016 with the Summer Olympics, which we believe we can commercialize through
speedoUSA
.com and with our wholesale partners.
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Name
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Age
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Position
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Emanuel Chirico
|
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58
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Chairman and Chief Executive Officer
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Michael A. Shaffer
|
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53
|
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Executive Vice President and Chief Operating & Financial Officer
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Francis K. Duane
|
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59
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Chief Executive Officer, Heritage Brands and North America Wholesale
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Daniel Grieder
|
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54
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|
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Chief Executive Officer, Tommy Hilfiger Global and PVH Europe
|
Steven B. Shiffman
|
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58
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|
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Chief Executive Officer, Calvin Klein
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Mark D. Fischer
|
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54
|
|
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Executive Vice President, General Counsel & Secretary
|
Dave Kozel
|
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60
|
|
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Executive Vice President, Chief Human Resources Officer
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•
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failure to implement our business plan for the combined business;
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•
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delays or difficulties in completing the integration of acquired companies or assets;
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•
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higher than expected costs, lower than expected cost savings and/or a need to allocate resources to manage unexpected operating difficulties;
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•
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unanticipated issues in integrating manufacturing, logistics, information, communications and other systems;
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•
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unanticipated changes in applicable laws and regulations;
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•
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unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;
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•
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retaining key customers, suppliers and employees;
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•
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retaining and obtaining required regulatory approvals, licenses and permits;
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•
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operating risks inherent in the acquired business and our business;
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•
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diversion of the attention and resources of management;
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•
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consumers’ failure to accept product offerings by us or our licensees;
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•
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assumption of liabilities not identified in due diligence;
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•
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the impact on our or an acquired business’ internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002; and
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•
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other unanticipated issues, expenses and liabilities.
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•
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continue to realize the efficiencies and strategic rationale of the Warnaco acquisition;
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•
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continue to maintain and enhance the distinctive brand identities of the
Calvin Klein
and
Tommy Hilfiger
brands;
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•
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retain key employees at our Calvin Klein and Tommy Hilfiger businesses;
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•
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continue to maintain good working relationships with Calvin Klein’s and Tommy Hilfiger’s licensees;
|
•
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continue to enter into new (or renew or extend existing) licensing agreements for the
Calvin Klein
and
Tommy Hilfiger
brands; and
|
•
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continue to strengthen and expand the Calvin Klein and Tommy Hilfiger businesses.
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•
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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;
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•
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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;
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•
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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;
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•
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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;
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•
|
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 to the extent the borrowings are not subject to an interest rate swap or interest rate cap agreement.
|
•
|
political, labor instability or military conflict involving any of the countries in which we, our contractors, or our suppliers 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 or increase in demand for such 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
|
|
(1
|
)
|
Venlo/Tegelen/Oud Gastal, The Netherlands
|
Warehouse and distribution centers
|
Leased
|
|
1,295,000
|
|
|
|
McDonough, Georgia
|
Warehouse and distribution center
|
Leased
|
|
851,000
|
|
|
|
Jonesville, North Carolina
|
Warehouse and distribution center
|
Owned
|
|
768,000
|
|
|
|
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
|
|
139,000
|
|
|
|
Mexico City, Mexico
|
Calvin Klein administrative offices, warehouse and showroom
|
Leased
|
|
207,000
|
|
|
|
Brinkley, Arkansas
|
Warehouse and distribution center
|
Owned
|
|
112,000
|
|
|
|
Dusseldorf, Germany
|
Tommy Hilfiger showrooms
|
Leased
|
|
74,000
|
|
|
|
Cypress, California
|
Speedo administrative offices
|
Leased
|
|
69,000
|
|
|
|
Paris, France
|
Calvin Klein and Tommy Hilfiger 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)(2)
|
|
(b) Average Price Paid
per Share
(or Unit)
(1)(2)
|
|
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
(1)
|
||||||
November 2, 2015 -
|
|
|
|
|
|
|
|
|
||||||
November 29, 2015
|
|
119,410
|
|
|
$
|
90.64
|
|
|
117,800
|
|
|
$
|
413,901,964
|
|
November 30, 2015 -
|
|
|
|
|
|
|
|
|
|
|
|
|
||
January 3, 2016
|
|
422,071
|
|
|
76.63
|
|
|
422,000
|
|
|
381,565,704
|
|
||
January 4, 2016 -
|
|
|
|
|
|
|
|
|
|
|
|
|
||
January 31, 2016
|
|
106,622
|
|
|
73.92
|
|
|
105,000
|
|
|
373,802,174
|
|
||
Total
|
|
648,103
|
|
|
$
|
78.76
|
|
|
644,800
|
|
|
$
|
373,802,174
|
|
Value of $100.00 invested after 5 years:
|
|
||
|
|
||
Our Common Stock
|
$
|
127.41
|
|
S&P 500 Index
|
$
|
169.46
|
|
S&P 500 Apparel, Accessories & Luxury Goods Index
|
$
|
133.66
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Net sales
|
$
|
7,605
|
|
|
$
|
7,849
|
|
|
$
|
7,806
|
|
Royalty revenue
|
325
|
|
|
300
|
|
|
291
|
|
|||
Advertising and other revenue
|
90
|
|
|
92
|
|
|
90
|
|
|||
Total revenue
|
8,020
|
|
|
8,241
|
|
|
8,186
|
|
|||
Gross profit
|
4,162
|
|
|
4,327
|
|
|
4,219
|
|
|||
% of total revenue
|
51.9
|
%
|
|
52.5
|
%
|
|
51.5
|
%
|
|||
Selling, general and administrative expenses
|
3,418
|
|
|
3,714
|
|
|
3,673
|
|
|||
% of total revenue
|
42.6
|
%
|
|
45.1
|
%
|
|
44.9
|
%
|
|||
Debt modification and extinguishment costs
|
—
|
|
|
93
|
|
|
40
|
|
|||
Equity in net income of unconsolidated affiliates
|
17
|
|
|
10
|
|
|
8
|
|
|||
Income before interest and taxes
|
761
|
|
|
530
|
|
|
513
|
|
|||
Interest expense
|
117
|
|
|
144
|
|
|
192
|
|
|||
Interest income
|
4
|
|
|
5
|
|
|
8
|
|
|||
Income before taxes
|
647
|
|
|
391
|
|
|
329
|
|
|||
Income tax expense (benefit)
|
75
|
|
|
(48
|
)
|
|
185
|
|
|||
Net income
|
572
|
|
|
439
|
|
|
143
|
|
|||
Less: Net loss attributable to redeemable non-controlling interest
|
—
|
|
0
|
|
0
|
||||||
Net income attributable to PVH Corp.
|
$
|
572
|
|
|
$
|
439
|
|
|
$
|
144
|
|
•
|
The aggregate reduction of $212 million in revenue attributable to our Tommy Hilfiger North America and Tommy Hilfiger International segments, which included a reduction of approximately $341 million related to the impact of foreign currency translation resulting principally from a weaker euro. Revenue in the Tommy Hilfiger North America segment decreased 1% (including a 2% negative foreign currency impact) due principally to a 5% decrease in retail comparable store sales primarily as a result of the decline in traffic and consumer spending trends in our United States stores located in international tourist locations due to the stronger United States dollar against most major currencies. Revenue in the Tommy Hilfiger International segment decreased 10% (including a 15% negative foreign currency impact). Revenue of the segment would have increased if not for the negative foreign currency impact, principally as a result of 8% retail comparable store sales growth in Europe and a mid-single digit percentage increase in wholesale revenue.
|
•
|
The net addition in the aggregate of $64 million of revenue attributable to our Calvin Klein North America and Calvin Klein International segments, which included a reduction of approximately $199 million related to the impact of foreign currency translation. Revenue in the Calvin Klein North America segment increased 5% (including a 3% negative foreign currency impact). The segment’s retail business experienced solid growth due to square footage expansion in Company-operated stores, including the conversion of
IZOD
stores to
Calvin Klein Accessory
and
Calvin Klein Underwear
stores and a 2% increase in retail comparable store sales despite the decreased traffic and consumer spending trends in our United States stores located in international tourist locations, while the wholesale business experienced modest growth. Revenue in the Calvin Klein International segment decreased 2% (including a 13% negative foreign currency impact). Revenue of the segment would have increased if not for the negative foreign currency impact. This is attributable to the strong performance in Europe, where we experienced growth in most markets, and an increase in Asia, partially due to the benefit of the Chinese New Year, as the first and fourth quarters of fiscal 2015 included the peak wholesale selling seasons before the Chinese New Year, while fiscal 2014 did not include a peak selling season before the holiday. International retail comparable store sales increased 5%.
|
•
|
The aggregate reduction of $72 million in revenue attributable to our Heritage Brands Wholesale and Heritage Brands Retail segments, as a 10% increase in comparable store sales in the Van Heusen retail business was more than offset by
|
•
|
The aggregate addition of $149 million of revenue attributable to our Tommy Hilfiger North America and Tommy Hilfiger International segments. Tommy Hilfiger North America revenue 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 revenue increased 3%, driven principally by European retail comparable store sales growth of 3%, square footage expansion in Company-operated stores and low-single digit percentage wholesale growth. These favorable impacts were partially offset by a 2% negative impact from foreign currency translation, principally due to the euro weakness experienced in the second half of the year.
|
•
|
The aggregate addition of $92 million of revenue attributable to our Calvin Klein North America and Calvin Klein International segments. Calvin Klein North America revenue increased 5% due to the ten additional days of operations in 2014 of the Calvin Klein businesses acquired in the Warnaco acquisition 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 revenue 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 was 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 in the aggregate of $186 million in revenue attributable to our Heritage Brands Retail and Heritage Brands Wholesale segments, which included 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 was no longer included in retail comparable store sales as the business was exited in 2015).
|
|
2015
|
|
2014
|
|
2013
|
|||
Components of revenue:
|
|
|
|
|
|
|||
Net sales
|
94.8
|
%
|
|
95.2
|
%
|
|
95.4
|
%
|
Royalty, advertising and other revenue
|
5.2
|
%
|
|
4.8
|
%
|
|
4.6
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross margin
|
51.9
|
%
|
|
52.5
|
%
|
|
51.5
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
(In millions)
|
|
|
|
|
|
||||||
SG&A expenses
|
$
|
3,418
|
|
|
$
|
3,714
|
|
|
$
|
3,673
|
|
% of total revenue
|
42.6
|
%
|
|
45.1
|
%
|
|
44.9
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
(In millions)
|
|
|
|
|
|
||||||
Income tax expense (benefit)
|
$
|
75
|
|
|
$
|
(48
|
)
|
|
$
|
185
|
|
Income tax expense (benefit) as a % of pre-tax income
|
11.6
|
%
|
|
(12.1
|
)%
|
|
56.4
|
%
|
(In millions)
|
January 31, 2016
|
|
February 1, 2015
|
||||
Short-term borrowings
|
$
|
26
|
|
|
$
|
8
|
|
Current portion of long-term debt
|
137
|
|
|
99
|
|
||
Capital lease obligations
|
15
|
|
|
18
|
|
||
Long-term debt
|
3,054
|
|
|
3,439
|
|
||
Stockholders’ equity
|
4,552
|
|
|
4,364
|
|
•
|
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
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Thereafter
|
||||||||||
(In millions)
|
|
|
||||||||||||||||||
Long-term debt
(1)
|
|
$
|
3,199
|
|
|
$
|
137
|
|
|
$
|
385
|
|
|
$
|
1,877
|
|
|
$
|
800
|
|
Interest payments on long-term debt
|
|
483
|
|
|
106
|
|
|
188
|
|
|
103
|
|
|
86
|
|
|||||
Short-term borrowings
|
|
26
|
|
|
26
|
|
|
|
|
|
|
|
||||||||
Operating and capital leases
(2)
|
|
2,260
|
|
|
441
|
|
|
708
|
|
|
503
|
|
|
608
|
|
|||||
Inventory purchase commitments
(3)
|
|
996
|
|
|
996
|
|
|
|
|
|
|
|
||||||||
Minimum contractual royalty payments
(4)
|
|
55
|
|
|
20
|
|
|
21
|
|
|
10
|
|
|
4
|
|
|||||
Non-qualified supplemental defined benefit plans
(5)
|
|
14
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
7
|
|
|||||
Sponsorship and model payments
(6)
|
|
19
|
|
|
10
|
|
|
7
|
|
|
2
|
|
|
|
||||||
Total contractual cash obligations
|
|
$
|
7,052
|
|
|
$
|
1,738
|
|
|
$
|
1,312
|
|
|
$
|
2,497
|
|
|
$
|
1,505
|
|
(1)
|
At
January 31, 2016
, we had outstanding $1.812 billion under a senior secured Term Loan A facility and $587 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 see Note 16, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
|
(3)
|
Represents contractual commitments that are enforceable and legally binding for goods on order and not received or paid for as of
January 31, 2016
. Inventory purchase commitments also include fabric commitments with our suppliers, which secure a portion of our material needs for future seasons. 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 see Note 10, “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
|
(6)
|
Represents payment obligations for sponsorships. We have agreements relating to our sponsorship of the Barclays Center, the Brooklyn Nets and certain other professional sports teams and athletes and other similar sponsorships, as well as agreements with models and stylists.
|
(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); PVH Corp. 2006 Stock Incentive Plan, as amended and restated effective April 30, 2015 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 22, 2015).
|
|
|
|
*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); Third Amendment to Amended and Restated Employment Agreement, dated as of July 31, 2015, between PVH B.V. and Fred Gehring (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended August 2, 2015).
|
|
|
*10.25
|
|
Second Amended and Restated Employment Agreement, dated as of December 16, 2008, between Phillips-Van Heusen Corporation and Steven B. Shiffman (incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2015); First Amendment to Second Amended and Restated Employment Agreement, dated as of March 31, 2011, between Phillips-Van Heusen Corporation and Steven B. Shiffman (incorporated by reference to Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2015); Second Amendment to Second Amended and Restated Employment Agreement, dated as of June 1, 2013, between PVH Corp. and Steven B. Shiffman (incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2015).
|
|
|
|
*10.26
|
|
Employment Contract, dated as of April 22, 2004, between Tommy Hilfiger Europe B.V. and Daniel Grieder (incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2015); Addendum to Contract of Employment, dated as of July 8, 2004, between Tommy Hilfiger Europe B.V. and Daniel Grieder (incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2015).
|
|
|
|
+ *10.27
|
|
Non-Competition and Non-Solicitation Agreement, dated as of March 10, 2010, between Phillips-Van Heusen Corporation, Tommy Hilfiger Europe and Daniel Grieder.
|
+ *10.28
|
|
European Management Term Sheet, dated as of March 10, 2010, between Phillips-Van Heusen Corporation, Tommy Hilfiger Europe 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.
|
(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
|
March 25, 2016
|
Emanuel Chirico
|
(Principal Executive Officer)
|
|
|
|
|
/s/ MICHAEL SHAFFER
|
Executive Vice President and Chief Operating &
|
March 25, 2016
|
Michael Shaffer
|
Financial Officer (Principal Financial Officer)
|
|
|
|
|
/s/ JAMES W. HOLMES
|
Senior Vice President and Controller
|
March 25, 2016
|
James W. Holmes
|
(Chief Accounting Officer)
|
|
|
|
|
/s/ MARY BAGLIVO
|
Director
|
March 25, 2016
|
Mary Baglivo
|
||
|
|
|
/s/ BRENT CALLINICOS
|
Director
|
March 25, 2016
|
Brent Callinicos
|
||
|
|
|
/s/ JUAN FIGUEREO
|
Director
|
March 25, 2016
|
Juan Figuereo
|
||
|
|
|
/s/ JOSEPH B. FULLER
|
Director
|
March 25, 2016
|
Joseph B. Fuller
|
||
|
|
|
/s/ V. JAMES MARINO
|
Director
|
March 25, 2016
|
V. James Marino
|
||
|
|
|
/s/ GERALDINE (PENNY) MCINTYRE
|
Director
|
March 25, 2016
|
Geraldine (Penny) McIntyre
|
||
|
|
|
/s/ HENRY NASELLA
|
Director
|
March 25, 2016
|
Henry Nasella
|
||
|
|
|
/s/ EDWARD ROSENFELD
|
Director
|
March 25, 2016
|
Edward Rosenfeld
|
||
|
|
|
/s/ CRAIG RYDIN
|
Director
|
March 25, 2016
|
Craig Rydin
|
10.27
|
|
Non-Competition and Non-Solicitation Agreement, dated as of March 10, 2010, between Phillips-Van Heusen Corporation, Tommy Hilfiger Europe and Daniel Grieder.
|
|
|
|
10.28
|
|
European Management Term Sheet, dated as of March 10, 2010, between Phillips-Van Heusen Corporation, Tommy Hilfiger Europe 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:
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
7,605.5
|
|
|
$
|
7,849.1
|
|
|
$
|
7,806.2
|
|
Royalty revenue
|
324.8
|
|
|
300.5
|
|
|
290.7
|
|
|||
Advertising and other revenue
|
90.0
|
|
|
91.6
|
|
|
89.5
|
|
|||
Total revenue
|
8,020.3
|
|
|
8,241.2
|
|
|
8,186.4
|
|
|||
Cost of goods sold (exclusive of depreciation and amortization)
|
3,858.7
|
|
|
3,914.5
|
|
|
3,967.1
|
|
|||
Gross profit
|
4,161.6
|
|
|
4,326.7
|
|
|
4,219.3
|
|
|||
Selling, general and administrative expenses
|
3,417.7
|
|
|
3,713.6
|
|
|
3,673.5
|
|
|||
Debt modification and extinguishment costs
|
—
|
|
|
93.1
|
|
|
40.4
|
|
|||
Equity in net income of unconsolidated affiliates
|
16.6
|
|
|
9.9
|
|
|
8.0
|
|
|||
Income before interest and taxes
|
760.5
|
|
|
529.9
|
|
|
513.4
|
|
|||
Interest expense
|
117.0
|
|
|
143.5
|
|
|
192.2
|
|
|||
Interest income
|
4.0
|
|
|
5.0
|
|
|
7.5
|
|
|||
Income before taxes
|
647.5
|
|
|
391.4
|
|
|
328.7
|
|
|||
Income tax expense (benefit)
|
75.1
|
|
|
(47.5
|
)
|
|
185.3
|
|
|||
Net income
|
572.4
|
|
|
438.9
|
|
|
143.4
|
|
|||
Less: Net loss attributable to redeemable non-controlling interest
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Net income attributable to PVH Corp.
|
$
|
572.4
|
|
|
$
|
439.0
|
|
|
$
|
143.5
|
|
Basic net income per common share attributable to PVH Corp.
|
$
|
6.95
|
|
|
$
|
5.33
|
|
|
$
|
1.77
|
|
Diluted net income per common share attributable to PVH Corp.
|
$
|
6.89
|
|
|
$
|
5.27
|
|
|
$
|
1.74
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
572.4
|
|
|
$
|
438.9
|
|
|
$
|
143.4
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments, net of tax benefit of $(0.4), $(1.7) and $(0.1)
|
(234.3
|
)
|
|
(545.7
|
)
|
|
(105.5
|
)
|
|||
Amortization of prior service credit related to pension and postretirement plans, net of tax benefit of $(0.2), $(0.3) and $(0.3)
|
(0.3
|
)
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|||
Net unrealized and realized (loss) gain on effective hedges, net of tax (benefit) expense of $(8.4), $5.6 and $(0.3)
|
(53.1
|
)
|
|
88.1
|
|
|
6.5
|
|
|||
Total other comprehensive loss
|
(287.7
|
)
|
|
(458.2
|
)
|
|
(99.6
|
)
|
|||
Comprehensive income (loss)
|
284.7
|
|
|
(19.3
|
)
|
|
43.8
|
|
|||
Less: Comprehensive income (loss) attributable to redeemable non-controlling interest
|
—
|
|
|
0.5
|
|
|
(2.1
|
)
|
|||
Total comprehensive income (loss) attributable to PVH Corp.
|
$
|
284.7
|
|
|
$
|
(19.8
|
)
|
|
$
|
45.9
|
|
|
January 31,
2016 |
|
February 1,
2015 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
556.4
|
|
|
$
|
479.3
|
|
Trade receivables, net of allowances for doubtful accounts of $18.1 and $19.0
|
657.2
|
|
|
705.7
|
|
||
Other receivables
|
28.7
|
|
|
37.5
|
|
||
Inventories, net
|
1,322.3
|
|
|
1,257.3
|
|
||
Prepaid expenses
|
158.5
|
|
|
141.1
|
|
||
Other
|
89.5
|
|
|
164.9
|
|
||
Total Current Assets
|
2,812.6
|
|
|
2,785.8
|
|
||
Property, Plant and Equipment, net
|
744.6
|
|
|
725.7
|
|
||
Goodwill
|
3,219.3
|
|
|
3,259.1
|
|
||
Tradenames
|
2,802.6
|
|
|
2,833.4
|
|
||
Other Intangibles, net
|
843.8
|
|
|
948.2
|
|
||
Other Assets, including deferred taxes of $12.2 and $15.6
|
273.5
|
|
|
272.7
|
|
||
Total Assets
|
$
|
10,696.4
|
|
|
$
|
10,824.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
636.1
|
|
|
$
|
565.3
|
|
Accrued expenses
|
696.3
|
|
|
723.8
|
|
||
Deferred revenue
|
32.3
|
|
|
31.2
|
|
||
Short-term borrowings
|
25.9
|
|
|
8.5
|
|
||
Current portion of long-term debt
|
136.6
|
|
|
99.3
|
|
||
Total Current Liabilities
|
1,527.2
|
|
|
1,428.1
|
|
||
Long-Term Debt
|
3,054.3
|
|
|
3,438.7
|
|
||
Other Liabilities, including deferred taxes of $836.4 and $897.9
|
1,562.6
|
|
|
1,593.8
|
|
||
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; 83,545,818 and 83,116,062 shares issued
|
83.5
|
|
|
83.1
|
|
||
Additional paid in capital – common stock
|
2,822.5
|
|
|
2,768.7
|
|
||
Retained earnings
|
2,561.2
|
|
|
2,001.3
|
|
||
Accumulated other comprehensive loss
|
(704.2
|
)
|
|
(416.5
|
)
|
||
Less: 2,057,850 and 603,482 shares of common stock held in treasury, at cost
|
(210.7
|
)
|
|
(72.3
|
)
|
||
Total Stockholders’ Equity
|
4,552.3
|
|
|
4,364.3
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
10,696.4
|
|
|
$
|
10,824.9
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
572.4
|
|
|
$
|
438.9
|
|
|
$
|
143.4
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
257.4
|
|
|
244.7
|
|
|
313.6
|
|
|||
Equity in net income of unconsolidated affiliates
|
(16.6
|
)
|
|
(9.9
|
)
|
|
(8.0
|
)
|
|||
Deferred taxes
|
(8.7
|
)
|
|
(31.0
|
)
|
|
(62.2
|
)
|
|||
Stock-based compensation expense
|
42.0
|
|
|
48.7
|
|
|
58.0
|
|
|||
Impairment of long-lived assets
|
11.4
|
|
|
17.8
|
|
|
8.8
|
|
|||
Actuarial (gain) loss on retirement and benefit plans
|
(20.2
|
)
|
|
138.9
|
|
|
(52.5
|
)
|
|||
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
|
33.2
|
|
|
(17.4
|
)
|
|
(31.7
|
)
|
|||
Inventories, net
|
(96.2
|
)
|
|
(71.7
|
)
|
|
(44.3
|
)
|
|||
Accounts payable, accrued expenses and deferred revenue
|
58.6
|
|
|
(41.7
|
)
|
|
(41.2
|
)
|
|||
Prepaid expenses
|
(21.3
|
)
|
|
(12.6
|
)
|
|
52.4
|
|
|||
Employer pension contributions
|
(1.5
|
)
|
|
(2.7
|
)
|
|
(60.0
|
)
|
|||
Other, net
|
89.1
|
|
|
(9.9
|
)
|
|
103.5
|
|
|||
Net cash provided by operating activities
|
899.6
|
|
|
789.1
|
|
|
411.9
|
|
|||
INVESTING ACTIVITIES
(1)
|
|
|
|
|
|
|
|
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
(13.5
|
)
|
|
(1,821.3
|
)
|
|||
Cash received for sale of Bass
|
—
|
|
|
—
|
|
|
49.2
|
|
|||
Cash received for sale of Chaps sportswear assets
|
—
|
|
|
—
|
|
|
18.3
|
|
|||
Purchases of property, plant and equipment
|
(263.8
|
)
|
|
(255.8
|
)
|
|
(237.1
|
)
|
|||
Contingent purchase price payments
|
(51.3
|
)
|
|
(51.7
|
)
|
|
(53.2
|
)
|
|||
Change in restricted cash
|
20.2
|
|
|
(10.5
|
)
|
|
(9.7
|
)
|
|||
Investments in unconsolidated affiliates
|
(26.6
|
)
|
|
(26.2
|
)
|
|
(3.5
|
)
|
|||
Net cash used by investing activities
|
(321.5
|
)
|
|
(357.7
|
)
|
|
(2,057.3
|
)
|
|||
FINANCING ACTIVITIES
(1)
|
|
|
|
|
|
|
|
|
|||
Net proceeds from (payments on) short-term borrowings
|
17.4
|
|
|
0.2
|
|
|
(31.0
|
)
|
|||
Repayment of 2011 facilities
|
—
|
|
|
—
|
|
|
(900.0
|
)
|
|||
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
|
(350.0
|
)
|
|
(425.5
|
)
|
|
(500.2
|
)
|
|||
Payment of fees associated with issuance of senior notes
|
—
|
|
|
—
|
|
|
(16.3
|
)
|
|||
Net proceeds from settlement of awards under stock plans
|
7.4
|
|
|
13.0
|
|
|
51.6
|
|
|||
Excess tax benefits from awards under stock plans
|
5.5
|
|
|
11.0
|
|
|
37.6
|
|
|||
Cash dividends
|
(12.5
|
)
|
|
(12.5
|
)
|
|
(12.3
|
)
|
|||
Acquisition of treasury shares
|
(138.4
|
)
|
|
(11.1
|
)
|
|
(61.5
|
)
|
|||
Payments of capital lease obligations
|
(7.8
|
)
|
|
(8.7
|
)
|
|
(9.5
|
)
|
|||
Net cash (used) provided by financing activities
|
(478.4
|
)
|
|
(514.5
|
)
|
|
1,354.8
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(22.6
|
)
|
|
(30.8
|
)
|
|
(8.4
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
77.1
|
|
|
(113.9
|
)
|
|
(299.0
|
)
|
|||
Cash and cash equivalents at beginning of year
|
479.3
|
|
|
593.2
|
|
|
892.2
|
|
|||
Cash and cash equivalents at end of year
|
$
|
556.4
|
|
|
$
|
479.3
|
|
|
$
|
593.2
|
|
|
|
|
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
|
|
||||||||||||||||||||
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
|
|
||||||||
Net income attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
572.4
|
|
|
|
|
|
|
572.4
|
|
|||||||||||||||
Amortization of prior service credit related to pension and postretirement plans, net of tax benefit of $(0.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
|
(0.3
|
)
|
|||||||||||||||
Foreign currency translation adjustments, net of tax benefit of $(0.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
(234.3
|
)
|
|
|
|
(234.3
|
)
|
|||||||||||||||
Net unrealized and realized loss on effective hedges, net of tax benefit of $(8.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
(53.1
|
)
|
|
|
|
(53.1
|
)
|
|||||||||||||||
Total comprehensive income attributable to PVH Corp.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
284.7
|
|
||||||||||||||||
Settlement of awards under stock plans
|
|
|
|
|
429,756
|
|
|
0.4
|
|
|
7.0
|
|
|
|
|
|
|
|
|
7.4
|
|
|||||||||||||
Tax benefits from awards under stock plans
|
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
|
4.8
|
|
|||||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
42.0
|
|
|
|
|
|
|
|
|
42.0
|
|
|||||||||||||||
Cash dividends
|
|
|
|
|
|
|
|
|
|
|
(12.5
|
)
|
|
|
|
|
|
(12.5
|
)
|
|||||||||||||||
Acquisition of 1,454,368 treasury shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(138.4
|
)
|
|
(138.4
|
)
|
|||||||||||||||
January 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
83,545,818
|
|
|
$
|
83.5
|
|
|
$
|
2,822.5
|
|
|
$
|
2,561.2
|
|
|
$
|
(704.2
|
)
|
|
$
|
(210.7
|
)
|
|
$
|
4,552.3
|
|
(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
|
||
Total revenue
|
|
$
|
8,249.4
|
|
Net income attributable to PVH Corp.
|
|
441.7
|
|
(In millions)
|
2015
|
|
2014
|
||||
Land
|
$
|
1.1
|
|
|
$
|
1.1
|
|
Buildings and building improvements
|
53.3
|
|
|
68.9
|
|
||
Machinery, software and equipment
|
456.0
|
|
|
419.0
|
|
||
Furniture and fixtures
|
370.3
|
|
|
319.5
|
|
||
Shop-in-shops
|
146.8
|
|
|
136.4
|
|
||
Leasehold improvements
|
576.1
|
|
|
554.3
|
|
||
Construction in progress
|
33.3
|
|
|
13.7
|
|
||
Property, plant and equipment, gross
|
1,636.9
|
|
|
1,512.9
|
|
||
Less: Accumulated depreciation
|
(892.3
|
)
|
|
(787.2
|
)
|
||
Property, plant and equipment, net
|
$
|
744.6
|
|
|
$
|
725.7
|
|
(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 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 performance 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
|
|
|||||||
Contingent purchase price payments to Mr. Calvin Klein
|
31.2
|
|
|
20.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51.7
|
|
|||||||
Currency translation and other
|
(8.6
|
)
|
|
(38.6
|
)
|
|
—
|
|
|
(43.0
|
)
|
|
(1.3
|
)
|
|
—
|
|
|
(91.5
|
)
|
|||||||
Balance as of January 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill, gross
|
728.0
|
|
|
841.5
|
|
|
204.4
|
|
|
1,208.4
|
|
|
237.0
|
|
|
11.9
|
|
|
3,231.2
|
|
|||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|||||||
Goodwill, net
|
$
|
728.0
|
|
|
$
|
841.5
|
|
|
$
|
204.4
|
|
|
$
|
1,208.4
|
|
|
$
|
237.0
|
|
|
$
|
—
|
|
|
$
|
3,219.3
|
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||||||||||||
(In millions)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Intangible assets subject to amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
|
$
|
303.1
|
|
|
$
|
(119.9
|
)
|
|
$
|
183.2
|
|
|
$
|
311.6
|
|
|
$
|
(95.5
|
)
|
|
$
|
216.1
|
|
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
|
503.9
|
|
|
(56.8
|
)
|
|
447.1
|
|
|
557.9
|
|
|
(40.9
|
)
|
|
517.0
|
|
||||||
Total intangible assets subject to amortization
|
913.6
|
|
|
(283.3
|
)
|
|
630.3
|
|
|
976.1
|
|
|
(243.0
|
)
|
|
733.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
2,802.6
|
|
|
—
|
|
|
2,802.6
|
|
|
2,833.4
|
|
|
—
|
|
|
2,833.4
|
|
||||||
Perpetual license rights
|
203.1
|
|
|
—
|
|
|
203.1
|
|
|
204.3
|
|
|
—
|
|
|
204.3
|
|
||||||
Reacquired perpetual license rights
|
10.4
|
|
|
—
|
|
|
10.4
|
|
|
10.8
|
|
|
—
|
|
|
10.8
|
|
||||||
Total indefinite-lived intangible assets
|
3,016.1
|
|
|
—
|
|
|
3,016.1
|
|
|
3,048.5
|
|
|
—
|
|
|
3,048.5
|
|
||||||
Total intangible assets
|
$
|
3,929.7
|
|
|
$
|
(283.3
|
)
|
|
$
|
3,646.4
|
|
|
$
|
4,024.6
|
|
|
$
|
(243.0
|
)
|
|
$
|
3,781.6
|
|
(In millions)
|
|
|
||
Fiscal Year
|
|
Amount
|
||
2016
|
|
$
|
39.0
|
|
2017
|
|
39.0
|
|
|
2018
|
|
39.0
|
|
|
2019
|
|
39.0
|
|
|
2020
|
|
39.0
|
|
(In millions)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Senior secured Term Loan A facility due 2019
|
$
|
1,807.7
|
|
|
$
|
1,905.5
|
|
Senior secured Term Loan B facility due 2020
|
583.5
|
|
|
832.8
|
|
||
4 1/2% senior unsecured notes due 2022
|
700.0
|
|
|
700.0
|
|
||
7 3/4% debentures due 2023
|
99.7
|
|
|
99.7
|
|
||
Total
|
3,190.9
|
|
|
3,538.0
|
|
||
Less: Current portion of long-term debt
|
136.6
|
|
|
99.3
|
|
||
Long-term debt
|
$
|
3,054.3
|
|
|
$
|
3,438.7
|
|
(In millions)
|
|
||
2016
|
$
|
136.6
|
|
2017
|
186.2
|
|
|
2018
|
198.6
|
|
|
2019
|
1,291.1
|
|
|
2020
|
586.9
|
|
•
|
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)
|
2015
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
117.5
|
|
|
$
|
(103.4
|
)
|
|
$
|
98.7
|
|
Foreign
|
530.0
|
|
|
494.8
|
|
|
230.0
|
|
|||
Total
|
$
|
647.5
|
|
|
$
|
391.4
|
|
|
$
|
328.7
|
|
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
6.8
|
|
|
$
|
(35.4
|
)
|
|
$
|
117.0
|
|
Deferred
|
(4.1
|
)
|
|
(54.8
|
)
|
|
(29.3
|
)
|
|||
State and local:
|
|
|
|
|
|
|
|
|
|||
Current
|
6.4
|
|
|
3.4
|
|
|
5.8
|
|
|||
Deferred
|
(22.2
|
)
|
|
(4.3
|
)
|
|
(5.2
|
)
|
|||
Foreign:
|
|
|
|
|
|
|
|
|
|||
Current
|
70.6
|
|
|
15.5
|
|
|
124.7
|
|
|||
Deferred
|
17.6
|
|
|
28.1
|
|
|
(27.7
|
)
|
|||
Total
|
$
|
75.1
|
|
|
$
|
(47.5
|
)
|
|
$
|
185.3
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
(1.3
|
)%
|
|
(1.1
|
)%
|
|
(3.0
|
)%
|
Effects of international jurisdictions, including foreign tax credits
|
(15.0
|
)%
|
|
(23.3
|
)%
|
|
(23.9
|
)%
|
Change in estimates for uncertain tax positions
|
(7.6
|
)%
|
|
(24.0
|
)%
|
|
44.3
|
%
|
Change in valuation allowance
|
(0.2
|
)%
|
|
1.1
|
%
|
|
5.8
|
%
|
Other, net
|
0.7
|
%
|
|
0.2
|
%
|
|
(1.8
|
)%
|
Effective tax rate
|
11.6
|
%
|
|
(12.1
|
)%
|
|
56.4
|
%
|
(In millions)
|
2015
|
|
2014
|
||||
Gross deferred tax assets
|
|
|
|
||||
Tax loss and credit carryforwards
|
$
|
240.1
|
|
|
$
|
261.1
|
|
Employee compensation and benefits
|
135.3
|
|
|
140.7
|
|
||
Inventories
|
24.0
|
|
|
22.3
|
|
||
Accounts receivable
|
28.5
|
|
|
33.2
|
|
||
Accrued expenses
|
31.6
|
|
|
31.4
|
|
||
Other, net
|
37.1
|
|
|
26.0
|
|
||
Subtotal
|
496.6
|
|
|
514.7
|
|
||
Valuation allowances
|
(43.8
|
)
|
|
(45.6
|
)
|
||
Total gross deferred tax assets, net of valuation allowances
|
$
|
452.8
|
|
|
$
|
469.1
|
|
Gross deferred tax liabilities
|
|
|
|
|
|
||
Intangibles
|
$
|
(1,199.2
|
)
|
|
$
|
(1,279.9
|
)
|
Property, plant and equipment
|
(77.8
|
)
|
|
(71.5
|
)
|
||
Total gross deferred tax liabilities
|
$
|
(1,277.0
|
)
|
|
$
|
(1,351.4
|
)
|
Net deferred tax liability
|
$
|
(824.2
|
)
|
|
$
|
(882.3
|
)
|
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
$
|
244.5
|
|
|
$
|
485.7
|
|
|
$
|
197.9
|
|
Increase due to assumed Warnaco positions
|
—
|
|
|
—
|
|
|
142.8
|
|
|||
Increases related to prior year tax positions
|
4.3
|
|
|
16.8
|
|
|
123.4
|
|
|||
Decreases related to prior year tax positions
|
(12.5
|
)
|
|
(239.3
|
)
|
|
(3.2
|
)
|
|||
Increases related to current year tax positions
|
40.0
|
|
|
38.2
|
|
|
64.1
|
|
|||
Lapses in statute of limitations
|
(44.6
|
)
|
|
(36.3
|
)
|
|
(38.3
|
)
|
|||
Effects of foreign currency translation
|
(4.9
|
)
|
|
(20.6
|
)
|
|
(1.0
|
)
|
|||
Balance at end of year
|
$
|
226.8
|
|
|
$
|
244.5
|
|
|
$
|
485.7
|
|
(In millions)
|
Asset Derivatives (Classified in Other Current Assets and Other Assets)
|
|
Liability Derivatives (Classified in Accrued
Expenses and Other Liabilities)
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
24.9
|
|
|
$
|
79.8
|
|
|
$
|
1.7
|
|
|
$
|
0.2
|
|
Interest rate contracts
|
—
|
|
|
0.6
|
|
|
20.6
|
|
|
15.3
|
|
||||
Total contracts designated as cash flow hedges
|
24.9
|
|
|
80.4
|
|
|
22.3
|
|
|
15.5
|
|
||||
Undesignated contracts:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts
(principally intercompany transactions)
|
19.3
|
|
|
30.6
|
|
|
0.1
|
|
|
1.1
|
|
||||
Total undesignated contracts
|
19.3
|
|
|
30.6
|
|
|
0.1
|
|
|
1.1
|
|
||||
Total
|
$
|
44.2
|
|
|
$
|
111.0
|
|
|
$
|
22.4
|
|
|
$
|
16.6
|
|
|
Gain (Loss)
Recognized in Other
Comprehensive (Loss) Income
|
|
Gain (Loss) Reclassified from
AOCI into Income (Expense)
|
||||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
(In millions)
|
|
Location
|
|
Amount
|
|||||||||||||
|
2015
|
|
2014
|
|
|
|
2015
|
|
2014
|
||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
36.3
|
|
|
$
|
114.2
|
|
|
Cost of goods sold
|
|
$
|
92.1
|
|
|
$
|
10.2
|
|
Interest rate contracts
|
(9.4
|
)
|
|
(16.7
|
)
|
|
Interest expense
|
|
(3.7
|
)
|
|
(6.4
|
)
|
||||
Total
|
$
|
26.9
|
|
|
$
|
97.5
|
|
|
|
|
$
|
88.4
|
|
|
$
|
3.8
|
|
|
Gain Recognized in Income
|
||||||||
(In millions)
|
Location
|
|
Amount
|
||||||
|
|
|
2015
|
|
2014
|
||||
Foreign currency forward exchange contracts (principally intercompany transactions)
|
Selling, general and administrative expenses
|
|
$
|
4.7
|
|
|
$
|
30.1
|
|
(In millions)
|
2015
|
|
2014
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
44.2
|
|
|
N/A
|
|
$
|
44.2
|
|
|
N/A
|
|
$
|
110.4
|
|
|
N/A
|
|
$
|
110.4
|
|
||||
Interest rate contracts
|
N/A
|
|
—
|
|
|
N/A
|
|
—
|
|
|
N/A
|
|
0.6
|
|
|
N/A
|
|
0.6
|
|
||||||||
Total Assets
|
N/A
|
|
$
|
44.2
|
|
|
N/A
|
|
$
|
44.2
|
|
|
N/A
|
|
$
|
111.0
|
|
|
N/A
|
|
$
|
111.0
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
1.8
|
|
|
N/A
|
|
$
|
1.8
|
|
|
N/A
|
|
$
|
1.3
|
|
|
N/A
|
|
$
|
1.3
|
|
||||
Interest rate contracts
|
N/A
|
|
20.6
|
|
|
N/A
|
|
20.6
|
|
|
N/A
|
|
15.3
|
|
|
N/A
|
|
15.3
|
|
||||||||
Contingent purchase price payments related to reacquisition of the perpetual rights to the
Tommy Hilfiger
trademarks in India
|
N/A
|
|
N/A
|
|
$
|
2.2
|
|
|
2.2
|
|
|
N/A
|
|
N/A
|
|
$
|
4.0
|
|
|
4.0
|
|
||||||
Total Liabilities
|
N/A
|
|
$
|
22.4
|
|
|
$
|
2.2
|
|
|
$
|
24.6
|
|
|
N/A
|
|
$
|
16.6
|
|
|
$
|
4.0
|
|
|
$
|
20.6
|
|
(In millions)
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
$
|
4.0
|
|
|
$
|
4.2
|
|
Payments
|
(0.6
|
)
|
|
(0.6
|
)
|
||
Adjustments included in earnings
|
(1.2
|
)
|
|
0.4
|
|
||
Balance at end of year
|
$
|
2.2
|
|
|
$
|
4.0
|
|
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
|
|
|
||||||||
2015
|
N/A
|
|
N/A
|
|
$
|
1.4
|
|
|
$
|
1.4
|
|
|
$
|
11.4
|
|
2014
|
N/A
|
|
N/A
|
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
29.7
|
|
(In millions)
|
2015
|
|
2014
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash and cash equivalents
|
$
|
556.4
|
|
|
$
|
556.4
|
|
|
$
|
479.3
|
|
|
$
|
479.3
|
|
Short-term borrowings
|
25.9
|
|
|
25.9
|
|
|
8.5
|
|
|
8.5
|
|
||||
Long-term debt (including portion classified as current)
|
3,190.9
|
|
|
3,190.5
|
|
|
3,538.0
|
|
|
3,567.7
|
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Balance at beginning of year
|
$
|
734.8
|
|
|
$
|
571.5
|
|
|
$
|
98.5
|
|
|
$
|
80.8
|
|
|
$
|
18.1
|
|
|
$
|
16.1
|
|
Service cost
|
29.9
|
|
|
19.4
|
|
|
5.6
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
27.8
|
|
|
28.5
|
|
|
3.7
|
|
|
4.0
|
|
|
0.6
|
|
|
0.8
|
|
||||||
Benefit payments
|
(49.1
|
)
|
|
(29.1
|
)
|
|
(10.1
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit payments, net of retiree contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(2.1
|
)
|
||||||
Medicare subsidy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|
0.1
|
|
||||||
Actuarial (gain) loss
|
(91.7
|
)
|
|
144.5
|
|
|
(9.1
|
)
|
|
13.9
|
|
|
(1.0
|
)
|
|
3.2
|
|
||||||
Balance at end of year
|
$
|
651.7
|
|
|
$
|
734.8
|
|
|
$
|
88.6
|
|
|
$
|
98.5
|
|
|
$
|
15.8
|
|
|
$
|
18.1
|
|
(In millions)
|
2015
|
|
2014
|
||||
Fair value of plan assets at beginning of year
|
$
|
654.8
|
|
|
$
|
615.6
|
|
Actual (loss) return, net of plan expenses
|
(39.8
|
)
|
|
65.6
|
|
||
Benefit payments
|
(49.1
|
)
|
|
(29.1
|
)
|
||
Company contributions
|
1.5
|
|
|
2.7
|
|
||
Fair value of plan assets at end of year
|
$
|
567.4
|
|
|
$
|
654.8
|
|
Funded status at end of year
|
$
|
(84.3
|
)
|
|
$
|
(80.0
|
)
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.5
|
)
|
|
$
|
(7.1
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(2.1
|
)
|
Non-current liabilities
|
(84.3
|
)
|
|
(80.0
|
)
|
|
(81.1
|
)
|
|
(91.4
|
)
|
|
(13.9
|
)
|
|
(16.0
|
)
|
||||||
Net amount recognized
|
$
|
(84.3
|
)
|
|
$
|
(80.0
|
)
|
|
$
|
(88.6
|
)
|
|
$
|
(98.5
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
(18.1
|
)
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||
(In millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
Prior service (cost) credit
|
$
|
(0.0
|
)
|
|
$
|
(0.0
|
)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
(In millions)
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plan
|
||||||
Prior service (cost) credit
|
$
|
(0.0
|
)
|
|
$
|
0.1
|
|
|
$
|
0.3
|
|
(In millions)
|
|
|
|
Fair Value Measurements as of
January 31, 2016
(8)
|
||||||||||||
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)
|
|
$
|
155.9
|
|
|
$
|
155.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
International equities
(1)
|
|
13.2
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
||||
United States equity fund
(2)
|
|
34.1
|
|
|
—
|
|
|
34.1
|
|
|
—
|
|
||||
International equity funds
(3)
|
|
101.8
|
|
|
68.4
|
|
|
33.4
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Government securities
(4)
|
|
64.1
|
|
|
—
|
|
|
64.1
|
|
|
—
|
|
||||
Corporate securities
(4)
|
|
176.2
|
|
|
—
|
|
|
176.2
|
|
|
—
|
|
||||
Short-term investment funds
(5)
|
|
13.8
|
|
|
—
|
|
|
13.8
|
|
|
—
|
|
||||
Total return mutual fund
(6)
|
|
5.1
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
||||
Subtotal
|
|
$
|
564.2
|
|
|
$
|
242.6
|
|
|
$
|
321.6
|
|
|
$
|
—
|
|
Other assets and liabilities
(7)
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
$
|
567.4
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
|
Fair Value Measurements as of
February 1, 2015
(8)
|
||||||||||||
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
|
|
|
|
|
|
|
|
|
|
|
(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 funds, 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)
|
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)
|
2015
|
|
2014
|
||||
Number of plans with projected benefit obligations in excess of plan assets
|
5
|
|
|
5
|
|
||
Aggregate projected benefit obligation
|
$
|
651.7
|
|
|
$
|
734.8
|
|
Aggregate fair value of related plan assets
|
$
|
567.4
|
|
|
$
|
654.8
|
|
|
|
|
|
||||
Number of plans with accumulated benefit obligations in excess of plan assets
|
5
|
|
|
5
|
|
||
Aggregate accumulated benefit obligation
|
$
|
610.7
|
|
|
$
|
694.3
|
|
Aggregate fair value of related plan assets
|
$
|
567.4
|
|
|
$
|
654.8
|
|
Net Benefit Cost Recognized in Selling, General and Administrative Expenses
|
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Service cost, including plan expenses
|
|
$
|
30.6
|
|
|
$
|
20.0
|
|
|
$
|
19.2
|
|
|
$
|
5.6
|
|
|
$
|
4.5
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest cost
|
|
27.8
|
|
|
28.5
|
|
|
26.4
|
|
|
3.7
|
|
|
4.0
|
|
|
3.6
|
|
|
0.6
|
|
|
0.8
|
|
|
0.9
|
|
|||||||||
Actuarial (gain) loss
|
|
(10.1
|
)
|
|
121.8
|
|
|
(51.4
|
)
|
|
(9.1
|
)
|
|
13.9
|
|
|
2.1
|
|
|
(1.0
|
)
|
|
3.2
|
|
|
(1.0
|
)
|
|||||||||
Expected return on plan assets
|
|
(42.5
|
)
|
|
(43.5
|
)
|
|
(39.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost (credit)
|
|
0.0
|
|
|
0.0
|
|
|
0.0
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||||||||
Curtailment gain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|||||||||
Total
|
|
$
|
5.8
|
|
|
$
|
126.8
|
|
|
$
|
(45.3
|
)
|
|
$
|
0.1
|
|
|
$
|
22.3
|
|
|
$
|
10.0
|
|
|
$
|
(0.8
|
)
|
|
$
|
3.2
|
|
|
$
|
(3.0
|
)
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income
|
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
|
Pension Plans
|
|
SERP Plans
|
|
Postretirement Plans
|
||||||||||||||||||||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Prior service cost
|
|
$
|
—
|
|
|
$
|
0.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amortization of prior service (cost) credit
|
|
(0.0
|
)
|
|
(0.0
|
)
|
|
(0.0
|
)
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|
0.8
|
|
|
0.8
|
|
|||||||||
(Income) loss recognized in other comprehensive (loss) income
|
|
$
|
(0.0
|
)
|
|
$
|
(0.0
|
)
|
|
$
|
(0.0
|
)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.4
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
(In millions)
|
|
|
|
|
Postretirement Plans
|
||||||||||
Fiscal Year
|
Pension Plans
|
|
SERP
Plans
|
|
Excluding Medicare
Subsidy Receipts
|
|
Expected Medicare
Subsidy Receipts
|
||||||||
2016
|
$
|
29.0
|
|
|
$
|
7.4
|
|
|
$
|
1.9
|
|
|
$
|
0.0
|
|
2017
|
29.8
|
|
|
7.5
|
|
|
1.8
|
|
|
0.0
|
|
||||
2018
|
30.7
|
|
|
7.1
|
|
|
1.7
|
|
|
0.0
|
|
||||
2019
|
31.8
|
|
|
7.4
|
|
|
1.6
|
|
|
0.0
|
|
||||
2020
|
32.9
|
|
|
8.3
|
|
|
1.5
|
|
|
0.0
|
|
||||
2021-2025
|
183.7
|
|
|
49.1
|
|
|
5.9
|
|
|
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
|
1.0
|
|
|
(0.9
|
)
|
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate (applies to Pension Plans and SERP Plans)
|
4.72
|
%
|
|
3.94
|
%
|
|
5.07
|
%
|
Discount rate (applies to Postretirement Plans)
|
4.28
|
%
|
|
3.53
|
%
|
|
5.07
|
%
|
Rate of increase in compensation levels (applies to Pension Plans)
|
4.22
|
%
|
|
4.28
|
%
|
|
4.33
|
%
|
Long-term rate of return on assets (applies to Pension Plans)
|
6.50
|
%
|
|
6.75
|
%
|
|
7.25
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
Weighted average risk-free interest rate
|
1.54
|
%
|
|
2.15
|
%
|
|
1.05
|
%
|
|||
Weighted average expected option term (in years)
|
6.25
|
|
|
6.25
|
|
|
6.22
|
|
|||
Weighted average Company volatility
|
36.26
|
%
|
|
44.12
|
%
|
|
45.20
|
%
|
|||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average grant date fair value per option
|
$
|
40.20
|
|
|
$
|
56.21
|
|
|
$
|
51.51
|
|
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 Exercise
Price Per Option
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at February 1, 2015
|
1,472
|
|
|
$
|
64.14
|
|
|
5.5
|
|
$
|
70,737
|
|
Granted
|
175
|
|
|
107.18
|
|
|
|
|
|
|
||
Exercised
|
162
|
|
|
45.60
|
|
|
|
|
|
|
||
Cancelled
|
42
|
|
|
86.53
|
|
|
|
|
|
|
||
Outstanding at January 31, 2016
|
1,443
|
|
|
$
|
70.79
|
|
|
5.3
|
|
$
|
26,643
|
|
Exercisable at January 31, 2016
|
1,066
|
|
|
$
|
56.40
|
|
|
4.2
|
|
$
|
26,643
|
|
(In thousands, except per RSU data)
|
RSUs
|
|
Weighted Average
Grant Date
Fair Value Per RSU
|
|||
Non-vested at February 1, 2015
|
640
|
|
|
$
|
107.42
|
|
Granted
|
303
|
|
|
104.59
|
|
|
Vested
|
206
|
|
|
87.76
|
|
|
Cancelled
|
84
|
|
|
112.95
|
|
|
Non-vested at January 31, 2016
|
653
|
|
|
$
|
111.61
|
|
(In thousands, except per share data)
|
Restricted Stock
|
|
Weighted Average
Grant Date
Fair Value Per Share
|
|||
Non-vested at February 1, 2015
|
20
|
|
|
$
|
120.72
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
19
|
|
|
120.72
|
|
|
Cancelled
|
1
|
|
|
120.72
|
|
|
Non-vested at January 31, 2016
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2013
|
||||
Risk-free interest rate
|
0.90
|
%
|
|
0.34
|
%
|
||
Expected Company volatility
|
29.10
|
%
|
|
38.67
|
%
|
||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Grant date fair value per PSU
|
$
|
101.23
|
|
|
$
|
123.27
|
|
(In thousands, except per share data)
|
PSUs
|
|
Weighted Average
Grant Date
Fair Value Per PSU
|
|||
Non-vested at February 1, 2015
|
553
|
|
|
$
|
119.95
|
|
Granted
|
46
|
|
|
101.23
|
|
|
Vested
|
54
|
|
|
88.52
|
|
|
Cancelled
|
52
|
|
|
122.17
|
|
|
Non-vested at January 31, 2016
|
493
|
|
|
$
|
121.41
|
|
(In millions)
|
Foreign currency translation adjustments
|
|
Retirement liability adjustment
|
|
Net unrealized and realized (loss) gain on effective hedges
|
|
Total
|
||||||||
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
|
)
|
Other comprehensive (loss) income before reclassifications
|
(234.3
|
)
|
|
—
|
|
|
33.1
|
|
|
(201.2
|
)
|
||||
Less: Amounts reclassified from AOCI
|
—
|
|
|
0.3
|
|
|
86.2
|
|
|
86.5
|
|
||||
Other comprehensive loss
|
(234.3
|
)
|
|
(0.3
|
)
|
|
(53.1
|
)
|
|
(287.7
|
)
|
||||
Balance at January 31, 2016
|
$
|
(730.5
|
)
|
|
$
|
0.1
|
|
|
$
|
26.2
|
|
|
$
|
(704.2
|
)
|
(In millions)
|
Amount Reclassified from AOCI
|
|
Amount Reclassified from AOCI
|
|
Affected Line Item in the Company’s Consolidated Income Statements
|
||||
|
2015
|
|
2014
|
|
|
||||
Realized gain (loss) on effective hedges:
|
|
|
|
|
|
||||
Foreign currency forward exchange contracts
|
$
|
92.1
|
|
|
$
|
10.2
|
|
|
Cost of goods sold
|
Interest rate contracts
|
(3.7
|
)
|
|
(6.4
|
)
|
|
Interest expense
|
||
Less: Tax effect
|
2.2
|
|
|
(1.0
|
)
|
|
Income tax expense (benefit)
|
||
Total, net of tax
|
$
|
86.2
|
|
|
$
|
4.8
|
|
|
|
|
|
|
|
|
|
||||
Amortization of retirement liability items:
|
|
|
|
|
|
||||
Prior service credit
|
$
|
0.5
|
|
|
$
|
0.9
|
|
|
Selling, general and administrative expenses
|
Less: Tax effect
|
0.2
|
|
|
0.3
|
|
|
Income tax expense (benefit)
|
||
Total, net of tax
|
$
|
0.3
|
|
|
$
|
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 (benefit)
|
||
Total, net of tax
|
$
|
—
|
|
|
$
|
(2.0
|
)
|
|
|
(In millions)
|
Capital
Leases
|
|
Operating
Leases
|
|
Total
|
||||||
2016
|
$
|
4.6
|
|
|
$
|
436.6
|
|
|
$
|
441.2
|
|
2017
|
3.7
|
|
|
376.7
|
|
|
380.4
|
|
|||
2018
|
2.9
|
|
|
324.9
|
|
|
327.8
|
|
|||
2019
|
1.7
|
|
|
275.6
|
|
|
277.3
|
|
|||
2020
|
1.4
|
|
|
224.8
|
|
|
226.2
|
|
|||
Thereafter
|
1.8
|
|
|
605.7
|
|
|
607.5
|
|
|||
Total minimum lease payments
|
$
|
16.1
|
|
|
$
|
2,244.3
|
|
|
$
|
2,260.4
|
|
Less: Amount representing interest
|
(1.5
|
)
|
|
|
|
|
|
|
|||
Present value of net minimum capital lease payments
|
$
|
14.6
|
|
|
|
|
|
|
|
(In millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Minimum
|
$
|
413.8
|
|
|
$
|
434.5
|
|
|
$
|
440.0
|
|
Percentage and other
|
146.7
|
|
|
158.8
|
|
|
159.8
|
|
|||
Less: Sublease rental income
|
(4.6
|
)
|
|
(4.9
|
)
|
|
(5.4
|
)
|
|||
Total
|
$
|
555.9
|
|
|
$
|
588.4
|
|
|
$
|
594.4
|
|
(In millions)
|
Costs Incurred During 2014
|
|
Costs Incurred During 2015
|
|
Cumulative Incurred
|
||||||
Severance, termination benefits and other costs
|
$
|
2.4
|
|
|
$
|
5.8
|
|
|
$
|
8.2
|
|
Long-lived asset and goodwill impairments
|
17.7
|
|
|
—
|
|
|
17.7
|
|
|||
Lease/contract termination and related costs
|
—
|
|
|
5.7
|
|
|
5.7
|
|
|||
Total
|
$
|
20.1
|
|
|
$
|
11.5
|
|
|
$
|
31.6
|
|
(In millions)
|
Liability at 2/1/15
|
|
Costs Incurred During 2015
|
|
Costs Paid During 2015
|
|
Liability at 1/31/16
|
||||||||
Severance, termination benefits and other costs
|
$
|
2.3
|
|
|
$
|
5.8
|
|
|
$
|
7.4
|
|
|
$
|
0.7
|
|
Lease/contract termination and related costs
|
—
|
|
|
5.7
|
|
|
5.7
|
|
|
—
|
|
||||
Total
|
$
|
2.3
|
|
|
$
|
11.5
|
|
|
$
|
13.1
|
|
|
$
|
0.7
|
|
(In millions)
|
Costs Incurred During 2013
|
|
Costs Incurred During 2014
|
|
Costs Incurred During 2015
|
|
Cumulative Incurred
|
||||||||
Severance, termination benefits and other costs
|
$
|
131.5
|
|
|
$
|
23.7
|
|
|
$
|
17.5
|
|
|
$
|
172.7
|
|
Inventory liquidation costs
|
35.1
|
|
|
1.0
|
|
|
—
|
|
|
36.1
|
|
||||
Lease/contract termination and related costs
|
42.0
|
|
|
25.3
|
|
|
1.6
|
|
|
68.9
|
|
||||
Total
|
$
|
208.6
|
|
|
$
|
50.0
|
|
|
$
|
19.1
|
|
|
$
|
277.7
|
|
(In millions)
|
Liability at 2/1/15
|
|
Costs Incurred During 2015
|
|
Costs Paid During 2015
|
|
Liability at 1/31/16
|
||||||||
Severance, termination benefits and other costs
|
$
|
14.0
|
|
|
$
|
17.5
|
|
|
$
|
29.1
|
|
|
$
|
2.4
|
|
Lease/contract termination and related costs
|
7.6
|
|
|
1.6
|
|
|
8.5
|
|
|
0.7
|
|
||||
Total
|
$
|
21.6
|
|
|
$
|
19.1
|
|
|
$
|
37.6
|
|
|
$
|
3.1
|
|
(In millions, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Net income attributable to PVH Corp.
|
$
|
572.4
|
|
|
$
|
439.0
|
|
|
$
|
143.5
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic net income per common share
|
82.4
|
|
|
82.4
|
|
|
81.2
|
|
|||
Weighted average impact of dilutive securities
|
0.7
|
|
|
0.9
|
|
|
1.4
|
|
|||
Total shares for diluted net income per common share
|
83.1
|
|
|
83.3
|
|
|
82.6
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share attributable to PVH Corp.
|
$
|
6.95
|
|
|
$
|
5.33
|
|
|
$
|
1.77
|
|
|
|
|
|
|
|
||||||
Diluted net income per common share attributable to PVH Corp.
|
$
|
6.89
|
|
|
$
|
5.27
|
|
|
$
|
1.74
|
|
(In millions)
|
2015
|
|
2014
|
|
2013
|
|||
Weighted average potentially dilutive securities
|
0.6
|
|
|
0.4
|
|
|
0.3
|
|
(In millions)
|
|
2015
|
(1)
|
2014
|
|
2013
|
|
||||||
Revenue – Calvin Klein North America
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
1,457.0
|
|
|
$
|
1,391.1
|
|
|
$
|
1,316.8
|
|
|
Royalty revenue
|
|
133.7
|
|
|
115.6
|
|
|
113.9
|
|
|
|||
Advertising and other revenue
|
|
44.0
|
|
|
44.1
|
|
|
41.9
|
|
|
|||
Total
|
|
1,634.7
|
|
|
1,550.8
|
|
|
1,472.6
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Calvin Klein International
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,183.4
|
|
|
1,198.8
|
|
|
1,186.9
|
|
(2)
|
|||
Royalty revenue
|
|
78.2
|
|
|
78.6
|
|
|
76.8
|
|
|
|||
Advertising and other revenue
|
|
26.3
|
|
|
30.6
|
|
|
30.3
|
|
|
|||
Total
|
|
1,287.9
|
|
|
1,308.0
|
|
|
1,294.0
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Tommy Hilfiger North America
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,567.6
|
|
|
1,595.6
|
|
|
1,505.6
|
|
|
|||
Royalty revenue
|
|
42.4
|
|
|
30.2
|
|
|
27.6
|
|
|
|||
Advertising and other revenue
|
|
12.7
|
|
|
10.0
|
|
|
9.0
|
|
|
|||
Total
|
|
1,622.7
|
|
|
1,635.8
|
|
|
1,542.2
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Tommy Hilfiger International
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,693.6
|
|
|
1,886.1
|
|
|
1,834.9
|
|
|
|||
Royalty revenue
|
|
49.3
|
|
|
56.2
|
|
|
51.7
|
|
|
|||
Advertising and other revenue
|
|
3.9
|
|
|
3.7
|
|
|
4.5
|
|
|
|||
Total
|
|
1,746.8
|
|
|
1,946.0
|
|
|
1,891.1
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Heritage Brands Wholesale
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
1,387.6
|
|
|
1,425.1
|
|
|
1,420.3
|
|
|
|||
Royalty revenue
|
|
19.0
|
|
|
17.2
|
|
|
16.4
|
|
|
|||
Advertising and other revenue
|
|
2.9
|
|
|
2.7
|
|
|
2.8
|
|
|
|||
Total
|
|
1,409.5
|
|
|
1,445.0
|
|
|
1,439.5
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Revenue – Heritage Brands Retail
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
316.3
|
|
|
352.4
|
|
|
541.7
|
|
(3)
|
|||
Royalty revenue
|
|
2.2
|
|
|
2.7
|
|
|
4.3
|
|
|
|||
Advertising and other revenue
|
|
0.2
|
|
|
0.5
|
|
|
1.0
|
|
|
|||
Total
|
|
318.7
|
|
|
355.6
|
|
|
547.0
|
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total Revenue
|
|
|
|
|
|
|
|
|
|
|
|||
Net sales
|
|
7,605.5
|
|
|
7,849.1
|
|
|
7,806.2
|
|
|
|||
Royalty revenue
|
|
324.8
|
|
|
300.5
|
|
|
290.7
|
|
|
|||
Advertising and other revenue
|
|
90.0
|
|
|
91.6
|
|
|
89.5
|
|
|
|||
Total
(4)
|
|
$
|
8,020.3
|
|
|
$
|
8,241.2
|
|
|
$
|
8,186.4
|
|
|
(1)
|
Revenue in 2015 was significantly impacted by the strengthening of the United States dollar against other currencies in which the Company transacts significant levels of business. Please see section entitled “Results of Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this report for a further discussion.
|
(2)
|
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.
|
(4)
|
No single customer accounted for more than
10%
of the Company’s revenue in
2015
,
2014
or
2013
.
|
(In millions)
|
2015
|
|
(1)
|
|
2014
|
|
|
|
2013
|
|
|
||||||
Income before interest and taxes – Calvin Klein North America
|
$
|
226.4
|
|
|
(3)
|
|
$
|
225.6
|
|
|
(8)
|
|
$
|
167.0
|
|
|
(12)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) before interest and taxes – Calvin Klein International
|
186.6
|
|
|
(3)
|
|
118.7
|
|
|
(8)(10)
|
|
(60.7
|
)
|
|
(12)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Tommy Hilfiger North America
|
173.9
|
|
|
(4)
|
|
242.9
|
|
|
|
|
242.5
|
|
|
(14)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Tommy Hilfiger International
|
224.7
|
|
|
|
|
261.2
|
|
|
|
|
260.5
|
|
|
(14)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes – Heritage Brands Wholesale
|
90.4
|
|
|
(3)(5)
|
|
96.6
|
|
|
(8)
|
|
114.4
|
|
|
(12)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss before interest and taxes – Heritage Brands Retail
|
(3.4
|
)
|
|
(6)
|
|
(24.8
|
)
|
|
(9)
|
|
(24.4
|
)
|
|
(13)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss before interest and taxes – Corporate
(2)
|
(138.1
|
)
|
|
(3)(7)
|
|
(390.3
|
)
|
|
(8)(11)
|
|
(185.9
|
)
|
|
(12)(15)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income before interest and taxes
|
$
|
760.5
|
|
|
|
|
$
|
529.9
|
|
|
|
|
$
|
513.4
|
|
|
|
(1)
|
Income (loss) before interest and taxes for 2015 was significantly impacted by the strengthening of the United States dollar against other currencies in which the Company transacts significant levels of business. Please see section entitled “Results of Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this report for a further discussion.
|
(2)
|
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 Karl Lagerfeld. 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 gains (losses) from the Company’s United States pension and other postretirement plans totaled
$20.2
million,
$(138.9)
million and
$52.5
million in
2015
,
2014
and
2013
, respectively.
|
(3)
|
Income (loss) before interest and taxes for 2015 includes costs of $
73.4
million associated with the Company’s integration of Warnaco and the related restructuring. Such costs were included in the Company’s segments as follows: $
8.3
million in Calvin Klein North America; $
12.9
million in Calvin Klein International; $
8.1
million in Heritage Brands Wholesale and $
44.1
million in corporate expenses not allocated to any reportable segments.
|
(5)
|
Income before interest and taxes for 2015 includes costs of $
16.5
million principally related to the discontinuation of several licensed product lines in the Company’s Heritage Brands dress furnishings business.
|
(6)
|
Loss before interest and taxes for 2015 includes costs of $
10.3
million related to the operation of and exit from the Company’s Izod retail business.
|
(7)
|
Loss before interest and taxes for 2015 includes a one-time gain of $
2.2
million recorded in connection with the Company’s
10%
economic interest in Karl Lagerfeld.
|
(8)
|
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.
|
(9)
|
Loss before interest and taxes for 2014 includes costs of $
21.0
million associated with the exit from the Company’s Izod retail business, the majority of which was noncash impairment charges.
|
(10)
|
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 see Note 6, “Investments in Unconsolidated Affiliates” and Note 7, “Redeemable Non-Controlling Interest” for further discussions.
|
(11)
|
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 see Note 8, “Debt,” for a further discussion.
|
(12)
|
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.
|
(13)
|
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.
|
(14)
|
Income before interest and taxes for 2013 includes income of
$24.3
million related to the amendment of an unfavorable contract. A liability was recorded for such unfavorable contract at the time of the Tommy Hilfiger acquisition in 2010. 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.
|
(15)
|
Loss before interest and taxes for 2013 includes costs of
$40.4
million associated with the Company’s debt modification and extinguishment. Please see Note 8, “Debt,” for a further discussion.
|
(In millions)
|
|
2015
|
|
2014
|
|
2013
|
|
||||||
Identifiable Assets
|
|
|
|
|
|
|
|
||||||
Calvin Klein North America
|
|
$
|
1,935.7
|
|
|
$
|
1,834.9
|
|
|
$
|
1,792.1
|
|
|
Calvin Klein International
|
|
2,752.8
|
|
|
2,819.9
|
|
|
2,975.7
|
|
|
|||
Tommy Hilfiger North America
|
|
1,222.8
|
|
|
1,258.6
|
|
|
1,207.2
|
|
|
|||
Tommy Hilfiger International
|
|
3,213.1
|
|
|
3,255.8
|
|
|
3,741.4
|
|
|
|||
Heritage Brands Wholesale
|
|
1,297.0
|
|
|
1,342.7
|
|
|
1,399.5
|
|
|
|||
Heritage Brands Retail
|
|
76.1
|
|
|
91.9
|
|
|
128.2
|
|
|
|||
Corporate
|
|
198.9
|
|
|
221.1
|
|
|
182.1
|
|
|
|||
Total
|
|
$
|
10,696.4
|
|
|
$
|
10,824.9
|
|
|
$
|
11,426.2
|
|
|
Depreciation and Amortization
|
|
|
|
|
|
|
|
|
|
|
|||
Calvin Klein North America
|
|
$
|
43.3
|
|
|
$
|
38.0
|
|
|
$
|
61.8
|
|
|
Calvin Klein International
|
|
61.1
|
|
|
58.6
|
|
|
100.9
|
|
|
|||
Tommy Hilfiger North America
|
|
35.4
|
|
|
31.9
|
|
|
29.5
|
|
|
|||
Tommy Hilfiger International
|
|
87.0
|
|
|
87.4
|
|
|
82.6
|
|
|
|||
Heritage Brands Wholesale
|
|
15.3
|
|
|
14.6
|
|
|
19.0
|
|
|
|||
Heritage Brands Retail
|
|
5.2
|
|
|
7.2
|
|
|
11.2
|
|
|
|||
Corporate
|
|
10.1
|
|
|
7.0
|
|
|
8.6
|
|
|
|||
Total
|
|
$
|
257.4
|
|
|
$
|
244.7
|
|
|
$
|
313.6
|
|
|
Identifiable Capital Expenditures
(1)
|
|
|
|
|
|
|
|
|
|
|
|||
Calvin Klein North America
|
|
$
|
55.1
|
|
|
$
|
52.1
|
|
|
$
|
35.5
|
|
|
Calvin Klein International
|
|
70.6
|
|
|
49.9
|
|
|
42.7
|
|
|
|||
Tommy Hilfiger North America
|
|
36.1
|
|
|
38.9
|
|
|
47.0
|
|
|
|||
Tommy Hilfiger International
|
|
83.2
|
|
|
93.2
|
|
|
91.7
|
|
|
|||
Heritage Brands Wholesale
|
|
14.6
|
|
|
10.2
|
|
|
7.4
|
|
|
|||
Heritage Brands Retail
|
|
4.4
|
|
|
8.2
|
|
|
14.3
|
|
|
|||
Corporate
|
|
7.3
|
|
|
6.7
|
|
|
7.9
|
|
|
|||
Total
|
|
$
|
271.3
|
|
|
$
|
259.2
|
|
|
$
|
246.5
|
|
|
(1)
|
Capital expenditures in
2015
included $
24.5
million of accruals that will not be paid until 2016. Capital expenditures in
2014
included $
17.0
million of accruals that were not paid until
2015
. Capital expenditures in
2013
included $
13.6
million of accruals that were not paid until
2014
.
|
(In millions)
|
2015
(1)
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
419.1
|
|
|
$
|
388.6
|
|
|
$
|
373.1
|
|
Canada
|
31.8
|
|
|
38.3
|
|
|
36.8
|
|
|||
Europe
(2)
|
221.6
|
|
|
230.2
|
|
|
224.2
|
|
|||
Asia
|
57.9
|
|
|
53.1
|
|
|
63.9
|
|
|||
Other foreign
|
14.2
|
|
|
15.5
|
|
|
14.1
|
|
|||
Total
|
$
|
744.6
|
|
|
$
|
725.7
|
|
|
$
|
712.1
|
|
(1)
|
Property, plant and equipment, net as of January 31, 2016 was significantly impacted by the strengthening of the United States dollar against other currencies in which the Company transacts significant levels of business. Please see section entitled “Results of Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this report for a further discussion.
|
(2)
|
Property, plant and equipment, net as of January 31, 2016 did not include $
14.7
million related to a building in Amsterdam, the Netherlands, as during the fourth quarter of 2015 the Company entered into an agreement to sell the building. Please see Note 3, “Assets Held For Sale,” for a further discussion.
|
(In millions)
|
2015
(1)
|
|
2014
|
|
2013
|
||||||
Domestic
|
$
|
4,406.2
|
|
|
$
|
4,404.8
|
|
|
$
|
4,433.9
|
|
Canada
|
454.2
|
|
|
468.5
|
|
|
454.0
|
|
|||
Europe
|
2,130.8
|
|
|
2,304.9
|
|
|
2,261.4
|
|
|||
Asia
|
785.3
|
|
|
779.3
|
|
|
742.3
|
|
|||
Other foreign
|
243.8
|
|
|
283.7
|
|
|
294.8
|
|
|||
Total
|
$
|
8,020.3
|
|
|
$
|
8,241.2
|
|
|
$
|
8,186.4
|
|
(1)
|
Revenue in 2015 was significantly impacted by the strengthening of the United States dollar against other currencies in which the Company transacts significant levels of business. Please see section entitled “Results of Operations” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this report for a further discussion.
|
(In millions)
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
$
|
16.2
|
|
|
$
|
16.5
|
|
Liabilities incurred
|
4.4
|
|
|
2.7
|
|
||
Liabilities settled (payments)
|
(2.2
|
)
|
|
(1.6
|
)
|
||
Accretion expense
|
0.4
|
|
|
0.4
|
|
||
Revisions in estimated cash flows
|
(0.5
|
)
|
|
(0.1
|
)
|
||
Currency translation adjustment
|
(0.4
|
)
|
|
(1.7
|
)
|
||
Balance at end of year
|
$
|
17.9
|
|
|
$
|
16.2
|
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||||||||||
|
2015
(1),(2),(3)
|
|
2014
(9),(10),(11)
|
|
2015
(1),(2),(3),(4),(5)
|
|
2014
(9),(12)
|
|
2015
(1),(2),(3),(4)
|
|
2014
(9),(12),(13)
|
|
2015
(1),(2),(3),(4),(6),(7),(8)
|
|
2014
(9),(12),(14),(15)
|
||||||||||||||||
Total revenue
|
$
|
1,879.3
|
|
|
$
|
1,963.7
|
|
|
$
|
1,864.0
|
|
|
$
|
1,975.6
|
|
|
$
|
2,164.5
|
|
|
$
|
2,233.1
|
|
|
$
|
2,112.5
|
|
|
$
|
2,068.8
|
|
Gross profit
|
985.6
|
|
|
1,033.2
|
|
|
1,002.1
|
|
|
1,054.7
|
|
|
1,101.0
|
|
|
1,167.5
|
|
|
1,072.9
|
|
|
1,071.3
|
|
||||||||
Net income attributable to PVH Corp.
|
114.1
|
|
|
35.3
|
|
|
102.2
|
|
|
126.5
|
|
|
221.9
|
|
|
225.7
|
|
|
134.2
|
|
|
51.5
|
|
||||||||
Basic net income per common share attributable to PVH Corp.
|
1.38
|
|
|
0.43
|
|
|
1.24
|
|
|
1.54
|
|
|
2.69
|
|
|
2.74
|
|
|
1.64
|
|
|
0.62
|
|
||||||||
Diluted net income per common share attributable to PVH Corp.
|
1.37
|
|
|
0.42
|
|
|
1.22
|
|
|
1.52
|
|
|
2.67
|
|
|
2.71
|
|
|
1.63
|
|
|
0.62
|
|
||||||||
Price range of stock per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
High
|
113.84
|
|
|
128.70
|
|
|
118.27
|
|
|
133.89
|
|
|
120.67
|
|
|
130.00
|
|
|
96.16
|
|
|
129.17
|
|
||||||||
Low
|
93.80
|
|
|
114.10
|
|
|
102.12
|
|
|
107.50
|
|
|
87.12
|
|
|
107.05
|
|
|
64.16
|
|
|
109.00
|
|
(1)
|
The first, second, third and fourth quarters of 2015 included pre-tax costs of $18.8 million, $13.1 million, $18.9 million and $22.6 million, respectively, associated with the Company’s integration of Warnaco and the related restructuring.
|
(2)
|
The first, second, third and fourth quarters of 2015 included pre-tax costs of $0.5 million, $5.8 million, $2.8 million and $1.2 million, respectively, related to the operation of and exit from the Company’s Izod retail business.
|
(3)
|
The first, second, third and fourth quarters of 2015 included tax benefits of $2.3 million, $0.7 million, $18.5 million and $1.8 million, respectively, associated with discrete items primarily related to the resolution of uncertain tax positions.
|
(4)
|
The second, third and fourth quarters of 2015 included pre-tax costs of $3.3 million, $13.1 million and $0.1 million, respectively, principally related to the discontinuation of several licensed product lines in the Company’s Heritage Brands dress furnishings business.
|
(5)
|
The second quarter of 2015 included a pre-tax gain of $2.2 million recorded on the Company’s equity investment in Karl Lagerfeld.
|
(6)
|
The fourth quarter of 2015 included a pre-tax actuarial gain of $20.2 million from the Company’s pension and other postretirement plans.
|
(7)
|
The fourth quarter of 2015 included pre-tax costs of $3.2 million associated with licensing to G-III the Tommy Hilfiger womenswear wholesale business in the United States and Canada.
|
(8)
|
The fourth quarter of 2015 included tax benefits of $11.2 million associated with discrete items related to the impact of recently enacted tax law and tax rate changes on deferred taxes.
|
(9)
|
The first, second, third and fourth quarters of 2014 included pre-tax costs of $32.6 million, $44.0 million, $29.1 million and $33.7 million, respectively, associated with the Company’s integration of Warnaco and the related restructuring.
|
(10)
|
The first quarter of 2014 included 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.
|
(11)
|
The first quarter of 2014 included 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.
|
(12)
|
The second, third and fourth quarters of 2014 included tax benefits of $30.0 million, $15.3 million and $36.6 million, respectively, associated with discrete items primarily related to the resolution of uncertain tax positions.
|
(13)
|
The third quarter of 2014 included a tax benefit of $9.6 million associated with non-recurring discrete items primarily related to the Warnaco integration.
|
(14)
|
The fourth quarter of 2014 included pre-tax costs of $21.0 million associated with the exit from the Company’s Izod retail business, the majority of which was noncash impairment charges.
|
(15)
|
The fourth quarter of 2014 included a pre-tax actuarial loss of $138.9 million from the Company’s pension and other postretirement plans.
|
/s/ EMANUEL CHIRICO
|
/s/ MICHAEL SHAFFER
|
|
|
Emanuel Chirico
|
Michael Shaffer
|
Chairman and Chief Executive Officer
|
Executive Vice President and Chief
|
March 25, 2016
|
Operating & Financial Officer
|
|
March 25, 2016
|
|
2015
(1)
|
|
2014
(2)
|
|
2013
(3)
|
|
2012
(4)
|
|
2011
(5)
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
8,020.3
|
|
|
$
|
8,241.2
|
|
|
$
|
8,186.4
|
|
|
$
|
6,043.0
|
|
|
$
|
5,890.6
|
|
Cost of goods sold, expenses and other income items
|
7,259.8
|
|
|
7,711.3
|
|
|
7,673.0
|
|
|
5,382.7
|
|
|
5,399.4
|
|
|||||
Income before interest and taxes
|
760.5
|
|
|
529.9
|
|
|
513.4
|
|
|
660.3
|
|
|
491.2
|
|
|||||
Interest expense, net
|
113.0
|
|
|
138.5
|
|
|
184.7
|
|
|
117.2
|
|
|
128.1
|
|
|||||
Income tax expense (benefit)
|
75.1
|
|
|
(47.5
|
)
|
|
185.3
|
|
|
109.3
|
|
|
87.4
|
|
|||||
Net loss attributable to redeemable non-controlling interest
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||||
Net income attributable to PVH Corp.
|
$
|
572.4
|
|
|
$
|
439.0
|
|
|
$
|
143.5
|
|
|
$
|
433.8
|
|
|
$
|
275.7
|
|
Per Share Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic net income per common share attributable to PVH Corp.
|
$
|
6.95
|
|
|
$
|
5.33
|
|
|
$
|
1.77
|
|
|
$
|
5.98
|
|
|
$
|
3.86
|
|
Diluted net income per common share attributable to PVH Corp.
|
6.89
|
|
|
5.27
|
|
|
1.74
|
|
|
5.87
|
|
|
3.78
|
|
|||||
Dividends paid per common share
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|
0.15
|
|
|||||
Stockholders’ equity per equivalent common share
(6)
|
55.86
|
|
|
52.89
|
|
|
52.76
|
|
|
44.61
|
|
|
37.59
|
|
|||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
(7)
|
$
|
2,812.6
|
|
|
$
|
2,785.8
|
|
|
$
|
2,843.5
|
|
|
$
|
2,398.7
|
|
|
$
|
1,685.6
|
|
Current liabilities (including short-term borrowings and current portion of long-term debt)
(7)
|
1,527.2
|
|
|
1,428.1
|
|
|
1,551.2
|
|
|
1,162.4
|
|
|
1,043.9
|
|
|||||
Working capital
(7)
|
1,285.4
|
|
|
1,357.7
|
|
|
1,292.3
|
|
|
1,236.3
|
|
|
641.7
|
|
|||||
Total assets
(7)
|
10,696.4
|
|
|
10,824.9
|
|
|
11,426.2
|
|
|
7,699.0
|
|
|
6,703.4
|
|
|||||
Capital leases
|
14.6
|
|
|
18.1
|
|
|
25.3
|
|
|
31.1
|
|
|
26.8
|
|
|||||
Long-term debt
|
3,054.3
|
|
|
3,438.7
|
|
|
3,878.2
|
|
|
2,211.6
|
|
|
1,832.9
|
|
|||||
Stockholders’ equity
|
4,552.3
|
|
|
4,364.3
|
|
|
4,335.2
|
|
|
3,252.6
|
|
|
2,715.4
|
|
|||||
Other Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total debt to total capital
(8)
|
41.5
|
%
|
|
45.0
|
%
|
|
48.0
|
%
|
|
41.9
|
%
|
|
41.7
|
%
|
|||||
Net debt to net capital
(9)
|
37.0
|
%
|
|
41.4
|
%
|
|
44.0
|
%
|
|
30.8
|
%
|
|
38.6
|
%
|
|||||
Current ratio
|
1.8
|
|
|
2.0
|
|
|
1.8
|
|
|
2.1
|
|
|
1.6
|
|
(1)
|
2015 includes (a) pre-tax costs of $73.4 million associated with the integration of Warnaco and the related restructuring; (b) pre-tax costs of $10.3 million related to the operation of and exit from the Izod retail business; (c) pre-tax costs of $16.5 million principally related to the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business; (d) a pre-tax gain of $2.2 million recorded in connection with the equity investment in Karl Lagerfeld; (e) a pre-tax actuarial gain of $20.2 million on pension and other postretirement plans; (f) pre-tax costs of $3.2 million in connection with licensing to G-III the Tommy Hilfiger womenswear wholesale business in the U.S. and Canada; and (g) discrete tax benefits of $34.5 million primarily related to the resolution of uncertain tax positions and the impact of recently enacted tax law and tax rate changes on deferred taxes.
|
(2)
|
2014 includes (a) pre-tax costs of $139.4 million associated with the 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 previously consolidated Calvin Klein joint venture in India; (c) pre-tax costs
of $93.1 million associated with the amendment and restatement of the Company’s 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 from the 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.
|
(3)
|
2013 includes (a) pre-tax costs of $469.7 million associated with the acquisition and integration of Warnaco and the related restructuring; (b) pre-tax costs of $40.4 million associated with the 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 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
|
(4)
|
2012 includes (a) pre-tax costs of $20.5 million associated with the integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $42.6 million associated with the 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.
|
(5)
|
2011 includes (a) pre-tax costs of $
69.5
million associated with the integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $
8.1
million related to the negotiated early termination of the Company’s license to market sportswear under the
Timberland
brand and its exit from the Izod women’s wholesale sportswear business; (c) a pre-tax expense of $
20.7
million recorded in connection with the 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 modification of the Company’s 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.
|
(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)
|
Amounts have been adjusted to reflect the retrospective application of the FASB guidance related to the reclassification of deferred taxes, which was early adopted by the Company in the fourth quarter of 2015. Please see Note 1, “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements included in Item 8 of this report for a further discussion.
|
(8)
|
Total capital equals total debt (including capital leases) and stockholders’ equity.
|
(9)
|
Net debt and net capital equal 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
|
(d)
|
||||||||||||||
Year Ended January 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
19.0
|
|
|
$
|
5.1
|
|
|
$
|
—
|
|
|
$
|
6.0
|
|
(c)
|
$
|
18.1
|
|
Allowance/accrual for operational chargebacks and customer markdowns (a)
|
|
273.3
|
|
|
554.4
|
|
|
—
|
|
|
535.8
|
|
|
291.9
|
|
|||||
Total
|
|
292.3
|
|
|
559.5
|
|
|
—
|
|
|
541.8
|
|
|
310.0
|
|
|||||
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
|
|
(a)
|
Contains activity associated with the wholesale sales allowance accrual included in accrued expenses. Please see Note 22, “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.
|
(d)
|
Includes changes due to foreign currency translation.
|
Name:
|
Daniel Grieder (“Manager”).
|
Terms and Conditions of Employment:
|
Except as set forth in this term sheet, the terms and conditions of Manager’s employment will remain the same as those in effect as of the closing of the Transaction (the “
Closing
”; the date of the Closing is referred to herein as the “
Effective Date
”), and Manager’s current employment agreement (if any) will remain in effect. In addition, Manager will be eligible to participate in Buyer’s stock incentive plan consistent with similarly situated management members of Buyer and its subsidiaries, including, following the Effective Date, the Company (collectively, the “Buyer Group”), subject to confirmation of legal and regulatory requirements.
|
Transaction Consideration:
|
Upon the consummation of the Transaction and subject to Manager’s continued compliance with the terms of the Participation Agreement by and between Manager, the Stichting Administratiekantoor Elmira (the “Stichting”) and Elmira 1 B.V. (the “Participation Agreement”) through the Effective Date, Manager will be entitled to consideration in respect of the number of “Depositary Receipts” (as defined in the Participation Agreement”) issued to Manager by the Stichting and, if applicable, the “Option” to purchase the number of “Option Depositary Receipts” (as each such term is defined in that certain Option Agreement by and among Manager, Luxembourg Elmira 1 Sarl and the Stichting) that Manager has purchased or received from the Stichting, in the amounts described and (other than as set forth in this term sheet) in accordance with the terms of the Participation Agreement and the Purchase Agreement (collectively, the “Transaction Consideration”). Transaction Consideration to be received by Manager will be subject to the same purchase price adjustments and escrow arrangements as apply to the other selling shareholders.
|
Cash Consideration:
|
60% of the Transaction Consideration shall be payable to Manager in cash as soon as practicable (and in any event, no later than 10 days) after the Effective Date.
|
Vested Stock Consideration:
|
35% of the Transaction Consideration shall be payable to Manager in the form of fully-vested shares of common stock, $1.00 par value, of Buyer (the “
Common Stock
”), based on the per share price of the Common Stock provided for the payment of consideration to the “Sellers” as such term is defined in, and such price is determined pursuant to, the Purchase Agreement (such vested shares of Common Stock are referred to herein as the “Vested Stock”). The Vested Stock shall be registered in Manager’s name and held in an escrow account or similar arrangement, and shall be released to Manager in three equal installments on each of the first three anniversaries of the Effective Date or as soon thereafter as is reasonably practicable (but in no event more than five business days thereafter);
provided, however,
that if Manager’s employment is terminated by the Buyer Group with “Cause” (as defined below) or Manager resigns without “Good Reason” (as defined below) prior to the 18-month anniversary of the Effective Date, then any unreleased Vested Stock shall be released to Manager on the third anniversary of the Effective Date or as soon thereafter as is reasonably practicable (but in no event more than five business days thereafter).
|
|
|
Restricted Stock Consideration:
|
5% of the Transaction Consideration shall be payable to Manager in the form of restricted shares of Common Stock based on the per share price of the Common Stock provided for the payment of consideration to the Sellers pursuant to the Purchase Agreement (the “Restricted Stock”). The Restricted Stock shall be registered in Manager’s name and held in a non-bankruptcy remote escrow account or similar arrangement and shall vest in full, become free of any restrictions on the earlier of (i) the second anniversary of the Effective Date, subject to Manager’s continued employment through such date, or (ii) the date of the termination of Manager’s employment by the Buyer Group without Cause, Manager for Good Reason or due to Manager’s death or “Disability” (as defined below) prior to such date. The Restricted Stock shall be released to Manager on such anniversary or date of termination of employment, as the case may be, or as soon thereafter as is reasonably practicable (but in no event more than 10 business days thereafter). As used herein, the term “
Disability
” means that Manager becomes physically or mentally disabled, whether totally or partially, such that he or she is prevented from performing his/her usual duties and services hereunder for a period of 120 consecutive days or for shorter periods aggregating 120 days in any 12-month period.
|
|
If Manager’s employment with the Buyer Group terminates for any other reason prior to the second anniversary of the Effective Date, the Restricted Stock will be forfeited to Buyer without consideration to Manager and will become part of a pool of restricted shares of Common Stock issued to other persons who are party to Management Term Sheets substantially identical to this Management Term Sheet, whether directly or through an attorney-in-fact (“
Management Participants
”) and which are forfeited by such Management Participants during the period from the Effective Date through the second anniversary of the Effective Date pursuant to the terms of their Management Term Sheets. The shares in such pool will be distributed as of the second anniversary of the Effective Date or as soon thereafter as is reasonably practicable (but in no event more than 10 business days thereafter) to Management Participants who have vested in their underlying awards of restricted shares, based on the relative number of restricted shares of Common Stock issued to each such Management Participant at the Effective Date to the total number of restricted shares of Common Stock issued to all Management Participants as of the Effective Date;
1
provided, however, if no such restricted shares have vested as of such distribution date, the forfeited restricted shares in such pool shall be distributed instead to the other former non-management shareholders of the Company.
|
|
|
Cause:
|
For purposes of this term sheet, “
Cause
” shall mean (1) gross negligence or willful misconduct, as the case may be, in the performance of the material responsibilities of Manager's office or position, which results in material economic harm to the Company or its affiliates or in material reputational harm causing demonstrable injury to the Company or its affiliates; (2) the willful and continued failure of Manager to perform substantially Manager's duties for the Company or any affiliate (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Manager by the Board of Directors of the Company (the “
Board
”) or the Company that specifically identifies the manner in which the Board or the Company believes that Manager has not substantially performed Manager's duties, and Manager has not cured such failure to the reasonable satisfaction of the Board or the Company within 20 days following Manager's receipt of such written demand;
|
|
(3) Manager is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (4) Manager having willfully divulged, furnished or made accessible to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any confidential information (as hereinafter defined); or (5) any act or failure to act by Manager, which, under the provisions of applicable law, disqualifies Manager from acting in any or all capacities in which he is then acting for the Company.
For purposes of this provision, no act or failure to act, on the part of Manager, shall be considered “willful” unless it is done, or omitted to be done, by Manager in bad faith or without reasonable belief that Manager's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Board or the Chief Executive Officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Manager in good faith and in the best interests of the Company.
|
|
|
Good Reason:
|
For purposes of this term sheet, “Good Reason” means the occurrence of any of the following events or circumstances without Manager’s prior written consent:
(1) the assignment to Manager of any duties inconsistent in any material respect with Manager's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect immediately prior to the Effective Date, or any other action by the Company that results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose (i) any changes in Manager’s title, authority or responsibilities solely attributable to the integration process resulting from the Transaction; (ii) an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by Manager; and (iii) the assignment of additional or alternate duties or responsibilities to Manager in connection with Manager’s professional development or the reallocation of some of Manager’s duties or responsibilities to other executives of the Company in connection with the evolution of Manager’s position;
|
|
(2) a reduction of Manager’s base salary or bonus opportunity as in effect from time to time;
(3) Buyer’s breach of its obligations regarding compensation and benefit continuation pursuant to Section 6.8(a) of the contemplated Purchase Agreement which breach affects Manager (it being understood that, for the avoidance of doubt, Manager shall not be a third-party beneficiary to such Purchase Agreement); or
(4) the Company requiring that Manager’s services be rendered primarily at a location or locations more than 60 miles from the location where Manager primarily provides such services as of the date of this Management Term Sheet, except for travel, and visits to Company offices and facilities worldwide, reasonably required to attend to the Buyer Group’s business.
In order to invoke a termination for Good Reason, Manager must provide written notice to the Company of the existence of one or more of the conditions described in clauses (1) through (4) within 30 days following Manager’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition if such condition is reasonably subject to cure. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Manager’s termination of employment must occur, if at all, within 30 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.
|
|
|
Stichting:
|
Manager hereby consents and agrees that the Stichting may transfer the shares in Elimra 1 B.V. represented by such Manager’s Depositary Receipts in accordance with the Purchase Agreement and that the Stichting may take each and every action necessary to consummate the transactions contemplated in the Purchase Agreement and grants the Stichting all powers necessary to effect all of the foregoing. Manager consents and agrees to any amendment or waiver necessary in connection therewith under or pursuant to the Participation Agreement and/or the articles of association and other governing documents of the Stichting and the Depositary Receipts and Options issued by the Stichting and any ancillary or related agreements.
|
Additional Agreements:
|
Manager will enter into such additional agreements as are determined by Buyer to be necessary to effectuate the terms of this Management Term Sheet and the actions contemplated hereby, including, to the extent necessary, an agreement with the Stichting with respect to Manager’s receipt, and the form, of Transaction Consideration.
|
|
|
Governing Law:
|
Netherlands.
|
Manager
|
PHILLIPS-VAN HEUSEN CORPORATION
|
By:
/s/ Daniel Grieder
Daniel Grieder |
By:
/s/ Mark D. Fischer
Name: Mark D. Fischer
Senior Vice President
|
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 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
|
G-T (International) Fashion Co., Ltd
|
|
Hong Kong
|
Hangzhou G-T Trading Co., Ltd.
|
|
China
|
Hilfiger Stores B.V.
|
|
Netherlands
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
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 Brands Europe B.V.
|
|
Netherlands
|
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
|
PVH gTLD Holdings LLC
|
|
Delaware
|
PVH Gift Card Company
|
|
Virginia
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
PVH Guam, Inc.
|
|
Delaware
|
PVH Holdings GmbH & Co. KG
|
|
Germany
|
PVH International B.V.
|
|
Netherlands
|
PVH Italia S.r.l.
|
|
Italy
|
PVH Kenya Limited
|
|
Kenya
|
PVH Korea Co., Ltd.
|
|
Korea
|
PVH Management Consultant (Shanghai) Ltd.
|
|
China
|
PVH Mexico S.A. de C.V.
|
|
Mexico
|
PVH Neckwear, Inc.
|
|
Delaware
|
PVH Netherlands B.V.
|
|
Netherlands
|
PVH Norge AS
|
|
Norway
|
PVH Osterreich GesmbH
|
|
Austria
|
PVH Prince C.V. Holding Corporation
|
|
Delaware
|
PVH Puerto Rico LLC
|
|
Delaware
|
PVH Puerto Rico, Inc.
|
|
Delaware
|
PVH Realty Corp.
|
|
Delaware
|
PVH Retail Stores LLC
|
|
Delaware
|
PVH Schweiz GmbH
|
|
Switzerland
|
PVH Services Limited
|
|
United Kingdom
|
PVH Services S. de R.L. de C.V.
|
|
Mexico
|
PVH Shanghai Co. Ltd.
|
|
China
|
PVH Singapore Private Limited
|
|
Singapore
|
PVH Sweden AB
|
|
Sweden
|
PVH Taiwan Company Limited
|
|
Taiwan
|
PVH UK Limited
|
|
United Kingdom
|
PVH Wholesale Corp.
|
|
Delaware
|
PVH Wholesale New Jersey, Inc.
|
|
Delaware
|
Quiver C.V.
|
|
Netherlands
|
TH 1 Holding (Cyprus) Ltd.
|
|
Cyprus
|
TH Australia Holdings Pty Limited
|
|
Australia
|
TH Monument B.V.
|
|
Netherlands
|
The Warnaco Group, Inc.
|
|
Delaware
|
Tomcan Investments Inc.
|
|
Delaware
|
Tommy Hilfiger (HK) Limited
|
|
Hong Kong
|
Tommy Hilfiger Corporation
|
|
British Virgin Islands
|
Tommy Hilfiger Europe B.V.
|
|
Netherlands
|
Tommy Hilfiger Japan Holding Godo Kaisha
|
|
Japan
|
Tommy Hilfiger Japan Ltd.
|
|
Japan
|
Tommy Hilfiger Licensing B.V.
|
|
Netherlands
|
Tommy Hilfiger Licensing LLC
|
|
Delaware
|
Tommy Hilfiger Marka Dagitim Ve Ticaret Anonim Sirketi
|
|
Turkey
|
Tommy Hilfiger Retail, LLC
|
|
Delaware
|
Tommy Hilfiger Stores Norge AS
|
|
Norway
|
Tommy Hilfiger U.S.A. Inc.
|
|
Delaware
|
Name
|
|
State or Other Jurisdiction of Incorporation
|
|
|
|
Tommy Hilfiger Wholesale, Inc.
|
|
California
|
Tommy Holding C.V.
|
|
Netherlands
|
Warnaco Apparel SA (Proprietary) Limited
|
|
South Africa
|
Warnaco Distribution Srl
|
|
Uruguay
|
Warnaco Global Sourcing Limited
|
|
Hong Kong
|
Warnaco, Inc.
|
|
Delaware
|
Warnaco Puerto Rico, Inc.
|
|
Delaware
|
Warnaco Retail Inc.
|
|
Delaware
|
Warnaco Swimwear Inc.
|
|
Delaware
|
Warnaco Swimwear Products Inc.
|
|
Delaware
|
Warnaco U.S., Inc.
|
|
Delaware
|
WBR Industria e Comercio de Vestuario Ltda.
|
|
Brazil
|
Wellrose Ltd.
|
|
Hong Kong
|
(i)
|
Registration Statement (Form S-8, No. 333-109000), which relates to the PVH Corp. 2003 Stock Option Plan,
|
(ii)
|
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,
|
(iii)
|
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), Registration Statement (Form S-8, No. 333-186707), and Registration Statement (Form S-8, No. 333-206746) each of which relates to the PVH Corp. 2006 Stock Incentive Plan,
|
(iv)
|
Registration Statement (Form S-8, No. 333-158327), which relates to the PVH Corp. Associates Investment Plan for Salaried Associates, and
|
(v)
|
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)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Emanuel Chirico
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Name:
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Emanuel Chirico
Chairman and Chief Executive Officer
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(i)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(ii)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By:
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/s/ Michael Shaffer
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Name:
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Michael Shaffer
Executive Vice President and
Chief Operating & Financial Officer
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