(Mark One)
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x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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||
For the quarterly period ended
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April 30, 2017
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PVH CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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13-1166910
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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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, including area code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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Thirteen Weeks Ended
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||||||
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April 30,
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May 1,
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||||
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2017
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2016
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||||
Net sales
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$
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1,875.0
|
|
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$
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1,817.7
|
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Royalty revenue
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87.3
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|
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77.1
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||
Advertising and other revenue
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26.7
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23.0
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||
Total revenue
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1,989.0
|
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1,917.8
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||
Cost of goods sold (exclusive of depreciation and amortization)
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908.2
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910.9
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||
Gross profit
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1,080.8
|
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1,006.9
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Selling, general and administrative expenses
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968.0
|
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865.2
|
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||
Gain to write-up equity investment in joint venture to fair value
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—
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153.1
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||
Equity in net income (loss) of unconsolidated affiliates
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0.4
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(0.2
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)
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||
Income before interest and taxes
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113.2
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294.6
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||
Interest expense
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30.4
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|
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29.9
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||
Interest income
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1.7
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|
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0.9
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||
Income before taxes
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84.5
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265.6
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Income tax expense
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14.4
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34.0
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||
Net income
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70.1
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|
|
231.6
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||
Less: Net loss attributable to redeemable non-controlling interest
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(0.3
|
)
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—
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Net income attributable to PVH Corp.
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$
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70.4
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$
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231.6
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Basic net income per common share attributable to PVH Corp.
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$
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0.90
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$
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2.85
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Diluted net income per common share attributable to PVH Corp.
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$
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0.89
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$
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2.83
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Dividends declared per common share
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$
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0.0750
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$
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0.0750
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Thirteen Weeks Ended
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||||||
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April 30,
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May 1,
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||||
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2017
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2016
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||||
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||||
Net income
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$
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70.1
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$
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231.6
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Other comprehensive income (loss):
|
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||||
Foreign currency translation adjustments
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76.3
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184.2
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Net unrealized and realized loss related to effective cash flow hedges, net of tax expense (benefit) of $2.5 and $(5.9)
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(11.6
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)
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(54.9
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)
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Net loss on net investment hedge, net of tax benefit of $3.3 in the first quarter of 2017
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(5.3
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)
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—
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Total other comprehensive income
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59.4
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|
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129.3
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Comprehensive income
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129.5
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360.9
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Less: Comprehensive loss attributable to redeemable non-controlling interest
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(0.3
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)
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—
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Comprehensive income attributable to PVH Corp.
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$
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129.8
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$
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360.9
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Thirteen Weeks Ended
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||||||
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April 30,
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May 1,
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||||
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2017
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2016
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||||
OPERATING ACTIVITIES
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Net income
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$
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70.1
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$
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231.6
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Adjustments to reconcile to net cash (used) provided by operating activities:
|
|
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||||
Depreciation and amortization
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77.2
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70.6
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||
Equity in net (income) loss of unconsolidated affiliates
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(0.4
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)
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0.2
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Deferred taxes
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(34.2
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)
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0.5
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Stock-based compensation expense
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8.7
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10.3
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Settlement loss on retirement plans
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9.4
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—
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Gain to write-up equity investment in joint venture to fair value
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—
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(153.1
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)
|
||
Changes in operating assets and liabilities:
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Trade receivables, net
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(67.7
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)
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12.7
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Inventories, net
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72.6
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90.1
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Accounts payable, accrued expenses and deferred revenue
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(197.9
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)
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(174.0
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)
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Prepaid expenses
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(15.7
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)
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2.6
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Other, net
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33.0
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17.8
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Net cash (used) provided by operating activities
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(44.9
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)
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109.3
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INVESTING ACTIVITIES
(1)
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||||
Business acquisitions, net of cash acquired
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(28.1
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)
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(158.0
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)
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Purchase of property, plant and equipment
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(68.4
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)
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(45.9
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)
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Contingent purchase price payments
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(12.5
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)
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(12.8
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)
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Investments in unconsolidated affiliates
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(1.2
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)
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(1.5
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)
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Payment received on advance to unconsolidated affiliate
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6.3
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—
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Net cash used by investing activities
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(103.9
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)
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(218.2
|
)
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FINANCING ACTIVITIES
(1)
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||||
Net proceeds from short-term borrowings
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23.4
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15.1
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||
Repayment of 2016/2014 facilities
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(50.0
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)
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(51.9
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)
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Net proceeds from settlement of awards under stock plans
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2.3
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0.8
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Cash dividends
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(5.9
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)
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(6.2
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)
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Acquisition of treasury shares
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(64.6
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)
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(53.0
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)
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Payments of capital lease obligations
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(1.2
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)
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(2.0
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)
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Contributions from non-controlling interest
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1.7
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—
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Net cash used by financing activities
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(94.3
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)
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(97.2
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)
|
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Effect of exchange rate changes on cash and cash equivalents
|
3.9
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14.8
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Decrease in cash and cash equivalents
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(239.2
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)
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(191.3
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)
|
||
Cash and cash equivalents at beginning of period
|
730.1
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|
|
556.4
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||
Cash and cash equivalents at end of period
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$
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490.9
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$
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365.1
|
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(In millions)
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Calvin Klein North America
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Calvin Klein International
|
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Tommy Hilfiger North America
|
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Tommy Hilfiger International
|
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Heritage Brands Wholesale
|
|
Heritage Brands Retail
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|
Total
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||||||||||||||
Balance as of January 29, 2017
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|
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||||||||||||||
Goodwill, gross
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$
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739.4
|
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$
|
864.5
|
|
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$
|
204.4
|
|
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$
|
1,425.8
|
|
|
$
|
235.8
|
|
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$
|
11.9
|
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$
|
3,481.8
|
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Accumulated impairment losses
|
—
|
|
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—
|
|
|
—
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|
|
—
|
|
|
—
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|
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(11.9
|
)
|
|
(11.9
|
)
|
|||||||
Goodwill, net
|
739.4
|
|
|
864.5
|
|
|
204.4
|
|
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1,425.8
|
|
|
235.8
|
|
|
—
|
|
|
3,469.9
|
|
|||||||
Contingent purchase price payments to Mr. Calvin Klein
|
7.8
|
|
|
5.4
|
|
|
—
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|
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—
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|
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—
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—
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|
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13.2
|
|
|||||||
True & Co. acquisition
|
7.2
|
|
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6.3
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
|
—
|
|
|
27.7
|
|
|||||||
Currency translation and other
|
(0.7
|
)
|
|
6.9
|
|
|
—
|
|
|
28.4
|
|
|
—
|
|
|
—
|
|
|
34.6
|
|
|||||||
Balance as of April 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill, gross
|
753.7
|
|
|
883.1
|
|
|
204.4
|
|
|
1,454.2
|
|
|
250.0
|
|
|
11.9
|
|
|
3,557.3
|
|
|||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|||||||
Goodwill, net
|
$
|
753.7
|
|
|
$
|
883.1
|
|
|
$
|
204.4
|
|
|
$
|
1,454.2
|
|
|
$
|
250.0
|
|
|
$
|
—
|
|
|
$
|
3,545.4
|
|
|
Pension Plans
|
|
SERP Plans
|
||||||||||||
|
Thirteen Weeks Ended
|
|
Thirteen Weeks Ended
|
||||||||||||
(In millions)
|
4/30/17
|
|
5/1/16
|
|
4/30/17
|
|
5/1/16
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost, including plan expenses
|
$
|
6.9
|
|
|
$
|
6.5
|
|
|
$
|
1.2
|
|
|
$
|
1.3
|
|
Interest cost
|
6.4
|
|
|
7.5
|
|
|
1.0
|
|
|
1.0
|
|
||||
Expected return on plan assets
|
(9.7
|
)
|
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
||||
Loss on settlement
|
9.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
13.0
|
|
|
$
|
5.0
|
|
|
$
|
2.2
|
|
|
$
|
2.3
|
|
(In millions)
|
4/30/17
|
|
1/29/17
|
|
5/1/16
|
||||||
|
|
|
|
|
|
||||||
Senior secured Term Loan A facility due 2021
|
$
|
1,990.5
|
|
|
$
|
2,039.9
|
|
|
$
|
1,758.3
|
|
Senior secured Term Loan B facility
|
—
|
|
|
—
|
|
|
571.4
|
|
|||
4 1/2% senior unsecured notes due 2022
|
690.8
|
|
|
690.4
|
|
|
689.2
|
|
|||
7 3/4% debentures due 2023
|
99.5
|
|
|
99.5
|
|
|
99.4
|
|
|||
3 5/8% senior unsecured euro notes due 2024
|
376.3
|
|
|
367.5
|
|
|
—
|
|
|||
Total
|
3,157.1
|
|
|
3,197.3
|
|
|
3,118.3
|
|
|||
Less: Current portion of long-term debt
|
—
|
|
|
—
|
|
|
126.7
|
|
|||
Long-term debt
|
$
|
3,157.1
|
|
|
$
|
3,197.3
|
|
|
$
|
2,991.6
|
|
•
|
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)
|
Assets (Classified in Other Current Assets and Other Assets)
|
Liabilities (Classified in Accrued Expenses and Other Liabilities)
|
|||||||||||||||||||||
|
4/30/17
|
|
1/29/17
|
|
5/1/16
|
|
4/30/17
|
|
1/29/17
|
|
5/1/16
|
||||||||||||
Contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
18.7
|
|
|
$
|
25.1
|
|
|
$
|
1.0
|
|
|
$
|
7.1
|
|
|
$
|
2.6
|
|
|
$
|
34.0
|
|
Interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
7.1
|
|
|
18.4
|
|
||||||
Total contracts designated as cash flow hedges
|
18.7
|
|
|
25.1
|
|
|
1.0
|
|
|
11.1
|
|
|
9.7
|
|
|
52.4
|
|
||||||
Undesignated contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
0.6
|
|
|
0.8
|
|
|
0.3
|
|
|
0.9
|
|
|
0.0
|
|
|
0.6
|
|
||||||
Foreign currency option contracts
|
1.7
|
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total undesignated contracts
|
2.3
|
|
|
4.0
|
|
|
0.3
|
|
|
0.9
|
|
|
0.0
|
|
|
0.6
|
|
||||||
Total
|
$
|
21.0
|
|
|
$
|
29.1
|
|
|
$
|
1.3
|
|
|
$
|
12.0
|
|
|
$
|
9.7
|
|
|
$
|
53.0
|
|
(In millions)
|
4/30/17
|
|
1/29/17
|
|
5/1/16
|
||||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
19.3
|
|
|
N/A
|
|
$
|
19.3
|
|
|
N/A
|
|
$
|
25.9
|
|
|
N/A
|
|
$
|
25.9
|
|
|
N/A
|
|
$
|
1.3
|
|
|
N/A
|
|
$
|
1.3
|
|
||||||
Foreign currency option contracts
|
N/A
|
|
1.7
|
|
|
N/A
|
|
1.7
|
|
|
N/A
|
|
3.2
|
|
|
N/A
|
|
3.2
|
|
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
||||||||||||||
Total Assets
|
N/A
|
|
$
|
21.0
|
|
|
N/A
|
|
$
|
21.0
|
|
|
N/A
|
|
$
|
29.1
|
|
|
N/A
|
|
$
|
29.1
|
|
|
N/A
|
|
$
|
1.3
|
|
|
N/A
|
|
$
|
1.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
8.0
|
|
|
N/A
|
|
$
|
8.0
|
|
|
N/A
|
|
$
|
2.6
|
|
|
N/A
|
|
$
|
2.6
|
|
|
N/A
|
|
$
|
34.6
|
|
|
N/A
|
|
$
|
34.6
|
|
||||||
Interest rate contracts
|
N/A
|
|
4.0
|
|
|
N/A
|
|
4.0
|
|
|
N/A
|
|
7.1
|
|
|
N/A
|
|
7.1
|
|
|
N/A
|
|
18.4
|
|
|
N/A
|
|
18.4
|
|
||||||||||||
Contingent purchase price payments related to reacquisition of the perpetual rights to the
Tommy Hilfiger
trademarks in India
|
N/A
|
|
N/A
|
|
$
|
1.7
|
|
|
1.7
|
|
|
N/A
|
|
N/A
|
|
$
|
1.6
|
|
|
1.6
|
|
|
N/A
|
|
N/A
|
|
$
|
2.3
|
|
|
2.3
|
|
|||||||||
Total Liabilities
|
N/A
|
|
$
|
12.0
|
|
|
$
|
1.7
|
|
|
$
|
13.7
|
|
|
N/A
|
|
$
|
9.7
|
|
|
$
|
1.6
|
|
|
$
|
11.3
|
|
|
N/A
|
|
$
|
53.0
|
|
|
$
|
2.3
|
|
|
$
|
55.3
|
|
(In millions)
|
Thirteen Weeks Ended
|
||||||
|
4/30/17
|
|
5/1/16
|
||||
Beginning Balance
|
$
|
1.6
|
|
|
$
|
2.2
|
|
Payments
|
—
|
|
|
—
|
|
||
Adjustments included in earnings
|
0.1
|
|
|
0.1
|
|
||
Ending Balance
|
$
|
1.7
|
|
|
$
|
2.3
|
|
Unobservable Inputs
|
|
Amount
|
|
Approximate compounded annual net sales growth rate
|
|
35.0
|
%
|
Approximate
discount rate
|
|
15.0
|
%
|
(In millions)
|
4/30/17
|
|
1/29/17
|
|
5/1/16
|
||||||||||||||||||
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
490.9
|
|
|
$
|
490.9
|
|
|
$
|
730.1
|
|
|
$
|
730.1
|
|
|
$
|
365.1
|
|
|
$
|
365.1
|
|
Short-term borrowings
|
42.5
|
|
|
42.5
|
|
|
19.1
|
|
|
19.1
|
|
|
41.0
|
|
|
41.0
|
|
||||||
Long-term debt (including portion classified as current)
|
3,157.1
|
|
|
3,214.3
|
|
|
3,197.3
|
|
|
3,248.7
|
|
|
3,118.3
|
|
|
3,188.1
|
|
|
Thirteen Weeks Ended
|
||||||
|
4/30/17
|
|
5/1/16
|
||||
Weighted average risk-free interest rate
|
2.10
|
%
|
|
1.44
|
%
|
||
Weighted average expected option term (in years)
|
6.25
|
|
|
6.25
|
|
||
Weighted average Company volatility
|
29.46
|
%
|
|
34.67
|
%
|
||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average grant date fair value per option
|
$
|
33.50
|
|
|
$
|
35.64
|
|
(In thousands, except per option data)
|
Options
|
|
Weighted Average Exercise Price
Per Option
|
|||
Outstanding at January 29, 2017
|
1,466
|
|
|
$
|
75.74
|
|
Granted
|
142
|
|
|
101.94
|
|
|
Exercised
|
33
|
|
|
63.83
|
|
|
Cancelled
|
4
|
|
|
106.75
|
|
|
Outstanding at April 30, 2017
|
1,571
|
|
|
$
|
78.28
|
|
Exercisable at April 30, 2017
|
1,133
|
|
|
$
|
68.45
|
|
(In thousands, except per RSU data)
|
RSUs
|
|
Weighted Average Grant Date Fair Value Per RSU
|
|||
Non-vested at January 29, 2017
|
812
|
|
|
$
|
105.96
|
|
Granted
|
373
|
|
|
102.52
|
|
|
Vested
|
173
|
|
|
108.03
|
|
|
Cancelled
|
25
|
|
|
105.44
|
|
|
Non-vested at April 30, 2017
|
987
|
|
|
$
|
104.31
|
|
|
2017
|
|
2016
|
||||
Risk-free interest rate
|
1.49
|
%
|
|
1.04
|
%
|
||
Expected Company volatility
|
31.29
|
%
|
|
28.33
|
%
|
||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average grant date fair value per PSU
|
$
|
96.81
|
|
|
$
|
87.16
|
|
(In thousands, except per PSU data)
|
PSUs
|
|
Weighted Average Grant Date Fair Value Per PSU
|
|||
Non-vested at January 29, 2017
|
125
|
|
|
$
|
92.32
|
|
Granted
|
72
|
|
|
96.81
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
Non-vested at April 30, 2017
|
197
|
|
|
$
|
93.97
|
|
(In millions) |
Foreign currency translation adjustments
|
|
Net unrealized and realized gain (loss) on effective cash flow hedges
|
|
Total
|
||||||
Balance, January 29, 2017
|
$
|
(737.7
|
)
|
|
$
|
26.9
|
|
|
$
|
(710.8
|
)
|
Other comprehensive income (loss) before reclassifications
|
71.0
|
|
(1)
|
(8.5
|
)
|
|
62.5
|
|
|||
Less: Amounts reclassified from AOCL
|
—
|
|
|
3.1
|
|
|
3.1
|
|
|||
Other comprehensive income (loss)
|
71.0
|
|
|
(11.6
|
)
|
|
59.4
|
|
|||
Balance, April 30, 2017
|
$
|
(666.7
|
)
|
|
$
|
15.3
|
|
|
$
|
(651.4
|
)
|
(In millions) |
Foreign currency translation adjustments
|
|
Net unrealized and realized gain (loss) on effective cash flow hedges
|
|
Total
|
||||||
Balance, January 31, 2016
|
$
|
(730.4
|
)
|
|
$
|
26.2
|
|
|
$
|
(704.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
184.2
|
|
|
(52.5
|
)
|
|
131.7
|
|
|||
Less: Amounts reclassified from AOCL
|
—
|
|
|
2.4
|
|
|
2.4
|
|
|||
Other comprehensive income (loss)
|
184.2
|
|
|
(54.9
|
)
|
|
129.3
|
|
|||
Balance, May 1, 2016
|
$
|
(546.2
|
)
|
|
$
|
(28.7
|
)
|
|
$
|
(574.9
|
)
|
(In millions) |
Amount Reclassified from AOCL
|
Affected Line Item in the Company’s Consolidated Income Statements
|
||||||
|
Thirteen Weeks Ended
|
|
||||||
|
4/30/17
|
|
5/1/16
|
|
||||
Realized gain (loss) on effective cash flow hedges:
|
|
|
|
|
||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
4.4
|
|
|
$
|
4.7
|
|
Cost of goods sold
|
Interest rate contracts
|
(2.3
|
)
|
|
(2.4
|
)
|
Interest expense
|
||
Less: Tax effect
|
(1.0
|
)
|
|
(0.1
|
)
|
Income tax expense
|
||
Total, net of tax
|
$
|
3.1
|
|
|
$
|
2.4
|
|
|
|
Thirteen Weeks Ended
|
||||||
(In millions, except per share data)
|
4/30/17
|
|
5/1/16
|
||||
|
|
|
|
||||
Net income attributable to PVH Corp.
|
$
|
70.4
|
|
|
$
|
231.6
|
|
|
|
|
|
||||
Weighted average common shares outstanding for basic net income per common share
|
78.2
|
|
|
81.3
|
|
||
Weighted average impact of dilutive securities
|
0.8
|
|
|
0.6
|
|
||
Total shares for diluted net income per common share
|
79.0
|
|
|
81.9
|
|
||
|
|
|
|
||||
Basic net income per common share attributable to PVH Corp.
|
$
|
0.90
|
|
|
$
|
2.85
|
|
|
|
|
|
||||
Diluted net income per common share attributable to PVH Corp.
|
$
|
0.89
|
|
|
$
|
2.83
|
|
|
Thirteen Weeks Ended
|
||||
(In millions)
|
4/30/17
|
|
5/1/16
|
||
|
|
|
|
||
Weighted average potentially dilutive securities
|
1.0
|
|
|
0.9
|
|
|
Thirteen Weeks Ended
|
|
||||||
(In millions)
|
4/30/17
|
(1)
|
5/1/16
|
(1)
|
||||
Revenue – Calvin Klein North America
|
|
|
|
|
||||
Net sales
|
$
|
330.1
|
|
|
$
|
338.8
|
|
|
Royalty revenue
|
35.1
|
|
|
30.3
|
|
|
||
Advertising and other revenue
|
10.2
|
|
|
11.5
|
|
|
||
Total
|
375.4
|
|
|
380.6
|
|
|
||
|
|
|
|
|
||||
Revenue – Calvin Klein International
|
|
|
|
|
||||
Net sales
|
354.8
|
|
|
316.3
|
|
|
||
Royalty revenue
|
19.6
|
|
|
18.6
|
|
|
||
Advertising and other revenue
|
6.0
|
|
|
7.2
|
|
|
||
Total
|
380.4
|
|
|
342.1
|
|
|
||
|
|
|
|
|
||||
Revenue – Tommy Hilfiger North America
|
|
|
|
|
||||
Net sales
|
298.1
|
|
|
321.1
|
|
|
||
Royalty revenue
|
16.5
|
|
|
11.0
|
|
|
||
Advertising and other revenue
|
3.9
|
|
|
2.5
|
|
|
||
Total
|
318.5
|
|
|
334.6
|
|
|
||
|
|
|
|
|
||||
Revenue – Tommy Hilfiger International
|
|
|
|
|
||||
Net sales
|
507.8
|
|
|
444.6
|
|
|
||
Royalty revenue
|
10.1
|
|
|
11.6
|
|
|
||
Advertising and other revenue
|
5.6
|
|
|
1.0
|
|
|
||
Total
|
523.5
|
|
|
457.2
|
|
|
||
|
|
|
|
|
||||
Revenue – Heritage Brands Wholesale
|
|
|
|
|
||||
Net sales
|
326.8
|
|
|
339.2
|
|
|
||
Royalty revenue
|
5.0
|
|
|
5.0
|
|
|
||
Advertising and other revenue
|
0.9
|
|
|
0.7
|
|
|
||
Total
|
332.7
|
|
|
344.9
|
|
|
||
|
|
|
|
|
||||
Revenue – Heritage Brands Retail
|
|
|
|
|
||||
Net sales
|
57.4
|
|
|
57.7
|
|
|
||
Royalty revenue
|
1.0
|
|
|
0.6
|
|
|
||
Advertising and other revenue
|
0.1
|
|
|
0.1
|
|
|
||
Total
|
58.5
|
|
|
58.4
|
|
|
||
|
|
|
|
|
||||
Total Revenue
|
|
|
|
|
||||
Net sales
|
1,875.0
|
|
|
1,817.7
|
|
|
||
Royalty revenue
|
87.3
|
|
|
77.1
|
|
|
||
Advertising and other revenue
|
26.7
|
|
|
23.0
|
|
|
||
Total
|
$
|
1,989.0
|
|
|
$
|
1,917.8
|
|
|
(1)
|
Revenue was impacted by the strengthening of the United States dollar against foreign 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 Part I, Item 2 of this report for a further discussion.
|
|
Thirteen Weeks Ended
|
|
|||||||
(In millions)
|
4/30/17
|
(2)
|
|
5/1/16
|
(2)
|
||||
Income before interest and taxes – Calvin Klein North America
|
$
|
41.9
|
|
|
|
$
|
38.1
|
|
(8)(9)
|
|
|
|
|
|
|
||||
Income before interest and taxes – Calvin Klein International
|
51.6
|
|
|
|
52.2
|
|
(8)(9)
|
||
|
|
|
|
|
|
||||
(Loss) income before interest and taxes – Tommy Hilfiger North America
|
(18.8
|
)
|
(3)(5)
|
|
23.0
|
|
|
||
|
|
|
|
|
|
||||
Income before interest and taxes – Tommy Hilfiger International
|
52.1
|
|
(4)(5)
|
|
183.3
|
|
(10)
|
||
|
|
|
|
|
|
||||
Income before interest and taxes – Heritage Brands Wholesale
|
30.3
|
|
|
|
27.9
|
|
(8)
|
||
|
|
|
|
|
|
||||
Income before interest and taxes – Heritage Brands Retail
|
1.5
|
|
|
|
2.1
|
|
|
||
|
|
|
|
|
|
||||
Loss before interest and taxes – Corporate
(1)
|
(45.4
|
)
|
(6)(7)
|
|
(32.0
|
)
|
(8)
|
||
|
|
|
|
|
|
||||
Income before interest and taxes
|
$
|
113.2
|
|
|
|
$
|
294.6
|
|
|
(1)
|
Includes corporate expenses not allocated to any reportable segments, the Company’s proportionate share of the net income or loss of its investment in Karl Lagerfeld and Gazal and the results of PVH Ethiopia. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance, information technology related to corporate infrastructure, actuarial gains and losses from the Company’s pension and other postretirement plans (which are generally recorded in the fourth quarter) and gains and losses from changes in the fair value of foreign currency option contracts.
|
(2)
|
Income (loss) before interest and taxes was impacted by the strengthening of the United States dollar against foreign 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 Part I, Item 2 of this report for a further discussion.
|
(3)
|
(Loss) income before interest and taxes for the
thirteen weeks ended
April 30, 2017
included costs of $
7.0
million related to the relocation of the Company’s Tommy Hilfiger office in New York, including noncash depreciation expense.
|
(4)
|
Income before interest and taxes for the
thirteen weeks ended
April 30, 2017
included costs of $
6.9
million related to the TH China acquisition, primarily consisting of amortization of short-lived assets.
|
(5)
|
(Loss) income before interest and taxes for the
thirteen weeks ended
April 30, 2017
included costs of $
54.2
million associated with the agreements entered into on March 20, 2017 for a transaction to restructure the Company’s supply chain relationship with Li & Fung Trading Limited (“Li & Fung”). The transaction establishes a new strategic partnership with Li & Fung to provide services to the Company and also provides for the termination of the Company’s non-exclusive buying agency agreement with Li & Fung. Such costs were included in the Company’s segments as follows: $
31.3
million in Tommy Hilfiger North America; and $
22.9
million in Tommy Hilfiger International.
|
(6)
|
Loss before interest and taxes for the thirteen weeks ended April 30, 2017 included costs of $
1.8
million associated with the consolidation of the Company’s warehouse and distribution network in North America.
|
(7)
|
Loss before interest and taxes for the
thirteen weeks ended
April 30, 2017
included costs of $
9.4
million related to the noncash settlement of certain of the Company’s benefit obligations related to its Pension Plans as a result of an annuity purchased for certain participants, under which such obligations were transferred to an insurer. Please see Note 8, “Retirement and Benefit Plans,” for a further discussion.
|
(8)
|
Income (loss) before interest and taxes for the
thirteen weeks ended
May 1, 2016 included costs of $
7.5
million associated with the integration of Warnaco and the related restructuring. Such costs were included in the Company’s segments as follows: $
0.2
million in Calvin Klein North America; $
2.6
million in Calvin Klein International; $
0.4
million in Heritage Brands Wholesale; and $
4.3
million in corporate expenses not allocated to any reportable segments.
|
(9)
|
Income before interest and taxes for the
thirteen weeks ended
May 1, 2016 included costs of $
5.5
million associated with the restructuring related to the new global creative strategy for
CALVIN KLEIN
. Such costs were included in the Company’s segments as follows: $
2.7
million in Calvin Klein North America; and $
2.8
million in Calvin Klein International.
|
(10)
|
Income before interest and taxes for the
thirteen weeks ended
May 1, 2016 included a noncash gain of $
153.1
million to write-up the Company’s equity investment in TH China to fair value in connection with the TH China acquisition. Partially offsetting the gain were acquisition related costs of $
24.2
million, principally consisting of valuation adjustments and amortization of short-lived assets, and a one-time cost of $
5.9
million recorded on the Company’s equity investment in TH China. Please see
Note 3
, “
Acquisitions
,” for a further discussion.
|
We aggregate our reporting segments into three main businesses: (i) Calvin Klein, which consists of the businesses we operate under our
CALVIN KLEIN
trademarks; (ii) Tommy Hilfiger, which consists of the businesses we operate under our
Tommy Hilfiger
trademarks; and (iii) Heritage Brands, which consists of the businesses we operate under our
Van Heusen, IZOD, ARROW, Warner’s
,
Olga
and, as of March 30, 2017,
True&Co.
trademarks, the
Speedo
trademark we license in perpetuity for North America and the Caribbean, and other owned and licensed trademarks. References to the brand names
CALVIN KLEIN
,
Tommy Hilfiger
,
Van Heusen
,
IZOD
,
ARROW
,
Warner’s
,
Olga
,
True&Co.
and
Speedo
and to other brand names are to registered and common law trademarks owned by us or licensed to us by third parties and are identified by italicizing the brand name.
References to the acquisition of Warnaco refer to our February 13, 2013 acquisition of The Warnaco Group, Inc. and its subsidiaries, which we refer to collectively as “Warnaco.” |
•
|
The net addition of $33 million of revenue attributable to our Calvin Klein International and Calvin Klein North America segments, which included a decrease of approximately $8 million related to the impact of foreign currency translation. Calvin Klein International segment revenue increased 11% (including a 2% negative foreign currency impact) due principally to continued strength in Europe and China. International comparable store sales increased 3%. Revenue in the Calvin Klein North America segment decreased 1% principally driven by the Mexico deconsolidation and a 5% decline in North America comparable store sales.
|
•
|
The net addition of $50 million of revenue attributable to our Tommy Hilfiger International and Tommy Hilfiger North America segments, which included a decrease of approximately $22 million related to the impact of foreign currency translation. Tommy Hilfiger International segment revenue increased 15% (including a 4% negative foreign currency impact) driven principally by outstanding performance across all channels and markets in Europe, as well as the inclusion of a full quarter of revenue from the China business as a result of the TH China acquisition. Tommy Hilfiger International comparable store sales increased 14%. Revenue in the Tommy Hilfiger North America segment decreased 5% principally due to the discontinuation of our directly operated womenswear wholesale business in the United States and Canada during the fourth quarter of 2016 in connection with the licensing of this business to G-III Apparel Group, Ltd. (the “G-III license”) and a 4% comparable store sales decline.
|
•
|
The net reduction of $12 million of revenue attributable to our Heritage Brands Retail and Heritage Brands Wholesale segments, principally resulting from a planned shift in the timing of shipments from the first quarter into the second quarter as compared to the prior year. Comparable stores sales were flat.
|
(in millions)
|
April 30, 2017
|
|
January 29, 2017
|
|
May 1, 2016
|
||||||
Short-term borrowings
|
$
|
43
|
|
|
$
|
19
|
|
|
$
|
41
|
|
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
127
|
|
|||
Capital lease obligations
|
16
|
|
|
16
|
|
|
17
|
|
|||
Long-term debt
|
3,157
|
|
|
3,197
|
|
|
2,992
|
|
|||
Stockholders’ equity
|
4,875
|
|
|
4,804
|
|
|
4,862
|
|
•
|
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.
|
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)
|
||||||
January 30, 2017 -
|
|
|
|
|
|
|
|
||||||
February 26, 2017
|
218,432
|
|
|
$
|
89.59
|
|
|
218,401
|
|
|
$
|
39,182,360
|
|
February 27, 2017 -
|
|
|
|
|
|
|
|
||||||
April 2, 2017
|
270,907
|
|
|
94.45
|
|
|
270,000
|
|
|
763,688,096
|
|
||
April 3, 2017 -
|
|
|
|
|
|
|
|
||||||
April 30, 2017
|
191,200
|
|
|
101.72
|
|
|
144,500
|
|
|
749,053,137
|
|
||
Total
|
680,539
|
|
|
$
|
94.93
|
|
|
632,901
|
|
|
$
|
749,053,137
|
|
The following exhibits are included herein:
|
|||
|
|
|
|
3.1
|
|
|
Certificate of Incorporation (incorporated by reference to Exhibit 5 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 1977); Amendment to Certificate of Incorporation, filed June 27, 1984 (incorporated by reference to Exhibit 3B to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 1985); Amendment to Certificate of Incorporation, filed June 2, 1987 (incorporated by reference to Exhibit 3(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988); Amendment to Certificate of Incorporation, filed June 1, 1993 (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 1994); Amendment to Certificate of Incorporation, filed June 20, 1996 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 28, 1996); Certificate of Amendment of Certificate of Incorporation, filed June 29, 2006 (incorporated by reference to Exhibit 3.9 to the Company’s Quarterly Report on Form 10-Q for the period ended May 6, 2007); Certificate of Amendment of Certificate of Incorporation, filed June 23, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 29, 2011).
|
|
|
|
|
3.2
|
|
|
Certificate of Designation of Series A Cumulative Participating Preferred Stock, filed June 10, 1986 (incorporated by reference to Exhibit A of the document filed as Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the period ended May 4, 1986).
|
|
|
|
|
3.3
|
|
|
Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 26, 2003); Corrected Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Phillips-Van Heusen Corporation, dated April 17, 2003 (incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2003).
|
|
|
|
|
3.4
|
|
|
Certificate Eliminating Reference to Series B Convertible Preferred Stock From Certificate of Incorporation of Phillips-Van Heusen Corporation, filed June 12, 2007 (incorporated by reference to Exhibit 3.10 to the Company’s Quarterly Report on Form 10-Q for the period ended May 6, 2007).
|
|
|
|
|
3.5
|
|
|
Certificate Eliminating Reference to Series A Cumulative Participating Preferred Stock From Certificate of Incorporation of Phillips-Van Heusen Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on September 28, 2007).
|
|
|
|
|
3.6
|
|
|
Certificate of Designations of Series A Convertible Preferred Stock of Phillips-Van Heusen Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 12, 2010).
|
|
|
|
|
3.7
|
|
|
Certificate Eliminating Reference to Series A Convertible Preferred Stock From Certificate of Incorporation of PVH Corp. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 3, 2013).
|
|
|
|
|
3.8
|
|
|
By-Laws of PVH Corp., as amended through April 28, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on May 3, 2016).
|
|
|
|
|
4.1
|
|
|
Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2011).
|
|
|
|
4.2
|
|
|
Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-3 (Reg. No. 33-50751) filed on October 26, 1993); First Supplemental Indenture, dated as of October 17, 2002 to Indenture dated as of November 1, 1993 between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q for the period ended November 3, 2002); Second Supplemental Indenture, dated as of February 12, 2002 to Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on February 26, 2003); Third Supplemental Indenture, dated as of May 6, 2010, between Phillips-Van Heusen Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.16 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010); 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 the Company’s Quarterly Report on Form 10-Q for the period ended May 5, 2013).
|
|
|
|
|
4.3
|
|
|
Indenture, dated as of May 6, 2010, between Phillips-Van Heusen Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.15 to the Company’s Quarterly Report on Form 10-Q for the period ended August 1, 2010).
|
|
|
|
|
4.4
|
|
|
First Supplemental Indenture, dated as of November 8, 2012, to Indenture dated as of May 6, 2010, between PVH Corp. (formerly known as “Phillips-Van Heusen Corporation”) and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2013).
|
|
|
|
|
4.5
|
|
|
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 the Company’s Current Report on Form 8-K, filed on December 20, 2012).
|
|
|
|
|
4.6
|
|
|
Indenture, dated as of June 20, 2016, between PVH Corp., U.S. Bank National Association, as Trustee, Elavon Financial Services Limited, UK Branch, as Paying Agent and Authenticating Agent, and Elavon Financial Services Limited, as Transfer Agent and Registrar (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 20, 2016).
|
|
|
|
|
+10.1
|
|
|
Employment Agreement, dated as of March 20, 2017, between PVH Europe B.V. and Daniel Grieder.
|
|
|
|
|
+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.
|
|
PVH CORP.
|
|
Registrant
|
Dated:
|
June 5, 2017
|
/s/ JAMES W. HOLMES
|
|
|
James W. Holmes
|
|
|
Senior Vice President and Controller (Principal Accounting Officer)
|
10.1
|
Employment Agreement, dated as of March 20, 2017, between PVH Europe B.V. and Daniel Grieder.
|
|
|
31.1
|
Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|
|
31.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Operating & Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
|
|
|
32.1
|
Certification of Emanuel Chirico, Chairman and Chief Executive Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
32.2
|
Certification of Michael Shaffer, Executive Vice President and Chief Operating & Financial Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PVH Corp.;
|
2.
|
Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
d)
|
Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
June 5, 2017
|
/s/ EMANUEL CHIRICO
|
|
|
Emanuel Chirico
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of PVH Corp.;
|
2.
|
Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
d)
|
Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
June 5, 2017
|
/s/ MICHAEL SHAFFER
|
|
|
Michael Shaffer
|
|
|
Executive Vice President and
Chief Operating & Financial Officer
|
(i)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
June 5, 2017
|
|
|
By:
|
/s/ EMANUEL CHIRICO
|
|
Name:
|
Emanuel Chirico
|
|
|
Chairman and Chief Executive Officer
|
(i)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated:
|
June 5, 2017
|
|
|
By:
|
/s/ MICHAEL SHAFFER
|
|
Name:
|
Michael Shaffer
Executive Vice President and
Chief Operating & Financial Officer
|