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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PVH Corp | NYSE:PVH | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.66 | 2.41% | 113.22 | 114.46 | 111.7583 | 112.60 | 531,348 | 01:00:00 |
(Mark One)
|
|
|
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
||
For the quarterly period ended
|
July 30, 2017
|
|
PVH CORP.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
13-1166910
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
|
|
|
200 Madison Avenue, New York, New York
|
|
10016
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(212) 381-3500
|
(Registrant’s telephone number, including area code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
July 30,
|
|
July 31,
|
|
July 30,
|
|
July 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
1,963.5
|
|
|
$
|
1,845.4
|
|
|
$
|
3,838.5
|
|
|
$
|
3,663.1
|
|
Royalty revenue
|
81.4
|
|
|
69.9
|
|
|
168.7
|
|
|
147.0
|
|
||||
Advertising and other revenue
|
25.0
|
|
|
18.0
|
|
|
51.7
|
|
|
41.0
|
|
||||
Total revenue
|
2,069.9
|
|
|
1,933.3
|
|
|
4,058.9
|
|
|
3,851.1
|
|
||||
Cost of goods sold (exclusive of depreciation and amortization)
|
922.6
|
|
|
899.5
|
|
|
1,830.8
|
|
|
1,810.4
|
|
||||
Gross profit
|
1,147.3
|
|
|
1,033.8
|
|
|
2,228.1
|
|
|
2,040.7
|
|
||||
Selling, general and administrative expenses
|
968.5
|
|
|
874.7
|
|
|
1,936.5
|
|
|
1,739.9
|
|
||||
Debt modification and extinguishment costs
|
—
|
|
|
15.8
|
|
|
—
|
|
|
15.8
|
|
||||
Gain to write-up equity investment in joint venture to fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
153.1
|
|
||||
Equity in net income (loss) of unconsolidated affiliates
|
1.7
|
|
|
(0.3
|
)
|
|
2.1
|
|
|
(0.5
|
)
|
||||
Income before interest and taxes
|
180.5
|
|
|
143.0
|
|
|
293.7
|
|
|
437.6
|
|
||||
Interest expense
|
30.9
|
|
|
29.2
|
|
|
61.3
|
|
|
59.1
|
|
||||
Interest income
|
1.2
|
|
|
1.1
|
|
|
2.9
|
|
|
2.0
|
|
||||
Income before taxes
|
150.8
|
|
|
114.9
|
|
|
235.3
|
|
|
380.5
|
|
||||
Income tax expense
|
31.4
|
|
|
24.4
|
|
|
45.8
|
|
|
58.4
|
|
||||
Net income
|
119.4
|
|
|
90.5
|
|
|
189.5
|
|
|
322.1
|
|
||||
Less: Net loss attributable to redeemable non-controlling interest
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||
Net income attributable to PVH Corp.
|
$
|
119.7
|
|
|
$
|
90.5
|
|
|
$
|
190.1
|
|
|
$
|
322.1
|
|
Basic net income per common share attributable to PVH Corp.
|
$
|
1.54
|
|
|
$
|
1.12
|
|
|
$
|
2.44
|
|
|
$
|
3.98
|
|
Diluted net income per common share attributable to PVH Corp.
|
$
|
1.52
|
|
|
$
|
1.11
|
|
|
$
|
2.41
|
|
|
$
|
3.95
|
|
Dividends declared per common share
|
$
|
0.0375
|
|
|
$
|
0.0375
|
|
|
$
|
0.1125
|
|
|
$
|
0.1125
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
|
July 30,
|
|
July 31,
|
|
July 30,
|
|
July 31,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
119.4
|
|
|
$
|
90.5
|
|
|
$
|
189.5
|
|
|
$
|
322.1
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
232.6
|
|
|
(99.6
|
)
|
|
308.9
|
|
|
84.6
|
|
||||
Net unrealized and realized (loss) gain related to effective cash flow hedges, net of tax (benefit) expense of $(3.9), $2.1, $(1.4) and $(3.8)
|
(60.6
|
)
|
|
16.9
|
|
|
(72.2
|
)
|
|
(38.0
|
)
|
||||
Net (loss) gain on net investment hedge, net of tax (benefit) expense of $(10.3), $2.9, $(13.6) and $2.9
|
(17.2
|
)
|
|
4.9
|
|
|
(22.5
|
)
|
|
4.9
|
|
||||
Total other comprehensive income (loss)
|
154.8
|
|
|
(77.8
|
)
|
|
214.2
|
|
|
51.5
|
|
||||
Comprehensive income
|
274.2
|
|
|
12.7
|
|
|
403.7
|
|
|
373.6
|
|
||||
Less: Comprehensive loss attributable to redeemable non-controlling interest
|
(0.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
||||
Comprehensive income attributable to PVH Corp.
|
$
|
274.5
|
|
|
$
|
12.7
|
|
|
$
|
404.3
|
|
|
$
|
373.6
|
|
|
Twenty-Six Weeks Ended
|
||||||
|
July 30,
|
|
July 31,
|
||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
189.5
|
|
|
$
|
322.1
|
|
Adjustments to reconcile to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
157.8
|
|
|
153.2
|
|
||
Equity in net (income) loss of unconsolidated affiliates
|
(2.1
|
)
|
|
0.5
|
|
||
Deferred taxes
|
(48.1
|
)
|
|
(3.8
|
)
|
||
Stock-based compensation expense
|
21.1
|
|
|
19.5
|
|
||
Debt modification and extinguishment costs
|
—
|
|
|
15.8
|
|
||
Settlement loss on retirement plans
|
9.4
|
|
|
—
|
|
||
Gain to write-up equity investment in joint venture to fair value
|
—
|
|
|
(153.1
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables, net
|
(8.0
|
)
|
|
97.7
|
|
||
Inventories, net
|
(120.4
|
)
|
|
(55.6
|
)
|
||
Accounts payable, accrued expenses and deferred revenue
|
19.8
|
|
|
(15.9
|
)
|
||
Prepaid expenses
|
(31.8
|
)
|
|
(0.8
|
)
|
||
Other, net
|
15.7
|
|
|
29.6
|
|
||
Net cash provided by operating activities
|
202.9
|
|
|
409.2
|
|
||
INVESTING ACTIVITIES
(1)
|
|
|
|
||||
Business acquisitions, net of cash acquired
|
(28.1
|
)
|
|
(157.7
|
)
|
||
Purchase of property, plant and equipment
|
(156.0
|
)
|
|
(102.8
|
)
|
||
Proceeds from sale of building
|
—
|
|
|
16.7
|
|
||
Contingent purchase price payments
|
(25.6
|
)
|
|
(25.2
|
)
|
||
Investments in unconsolidated affiliates
|
(2.0
|
)
|
|
(1.5
|
)
|
||
Payment received on advance to unconsolidated affiliate
|
6.3
|
|
|
—
|
|
||
Net cash used by investing activities
|
(205.4
|
)
|
|
(270.5
|
)
|
||
FINANCING ACTIVITIES
(1)
|
|
|
|
||||
Net payments on short-term borrowings
|
(1.1
|
)
|
|
(6.5
|
)
|
||
Proceeds from 2016 facilities, net of related fees
|
—
|
|
|
571.1
|
|
||
Repayment of Term Loan B in connection with amendment to 2014 facilities
|
—
|
|
|
(582.0
|
)
|
||
Repayment of 2016/2014 facilities
|
(50.0
|
)
|
|
(201.2
|
)
|
||
Proceeds from 3 5/8% senior notes, net of related fees
|
—
|
|
|
389.6
|
|
||
Net proceeds from settlement of awards under stock plans
|
7.2
|
|
|
10.3
|
|
||
Cash dividends
|
(8.9
|
)
|
|
(9.2
|
)
|
||
Acquisition of treasury shares
|
(130.2
|
)
|
|
(133.9
|
)
|
||
Payments of capital lease obligations
|
(2.5
|
)
|
|
(3.6
|
)
|
||
Contributions from non-controlling interest
|
1.7
|
|
|
—
|
|
||
Net cash (used) provided by financing activities
|
(183.8
|
)
|
|
34.6
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
15.6
|
|
|
12.0
|
|
||
(Decrease) increase in cash and cash equivalents
|
(170.7
|
)
|
|
185.3
|
|
||
Cash and cash equivalents at beginning of period
|
730.1
|
|
|
556.4
|
|
||
Cash and cash equivalents at end of period
|
$
|
559.4
|
|
|
$
|
741.7
|
|
(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 January 29, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill, gross
|
$
|
739.4
|
|
|
$
|
864.5
|
|
|
$
|
204.4
|
|
|
$
|
1,425.8
|
|
|
$
|
235.8
|
|
|
$
|
11.9
|
|
|
$
|
3,481.8
|
|
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|||||||
Goodwill, net
|
739.4
|
|
|
864.5
|
|
|
204.4
|
|
|
1,425.8
|
|
|
235.8
|
|
|
—
|
|
|
3,469.9
|
|
|||||||
Contingent purchase price payments to Mr. Calvin Klein
|
14.8
|
|
|
10.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.0
|
|
|||||||
True & Co. acquisition
|
7.3
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
28.2
|
|
|||||||
Currency translation and other
|
0.8
|
|
|
23.8
|
|
|
—
|
|
|
121.7
|
|
|
—
|
|
|
—
|
|
|
146.3
|
|
|||||||
Balance as of July 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Goodwill, gross
|
762.3
|
|
|
904.9
|
|
|
204.4
|
|
|
1,547.5
|
|
|
250.3
|
|
|
11.9
|
|
|
3,681.3
|
|
|||||||
Accumulated impairment losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.9
|
)
|
|
(11.9
|
)
|
|||||||
Goodwill, net
|
$
|
762.3
|
|
|
$
|
904.9
|
|
|
$
|
204.4
|
|
|
$
|
1,547.5
|
|
|
$
|
250.3
|
|
|
$
|
—
|
|
|
$
|
3,669.4
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
(In millions)
|
7/30/17
|
|
7/31/16
|
|
7/30/17
|
|
7/31/16
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost, including plan expenses
|
$
|
6.4
|
|
|
$
|
6.1
|
|
|
$
|
13.3
|
|
|
$
|
12.6
|
|
Interest cost
|
6.5
|
|
|
7.4
|
|
|
12.9
|
|
|
14.9
|
|
||||
Expected return on plan assets
|
(9.6
|
)
|
|
(8.9
|
)
|
|
(19.3
|
)
|
|
(17.9
|
)
|
||||
Loss on settlement
|
—
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
||||
Total
|
$
|
3.3
|
|
|
$
|
4.6
|
|
|
$
|
16.3
|
|
|
$
|
9.6
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
(In millions)
|
7/30/17
|
|
7/31/16
|
|
7/30/17
|
|
7/31/16
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost, including plan expenses
|
$
|
1.1
|
|
|
$
|
0.9
|
|
|
$
|
2.3
|
|
|
$
|
2.2
|
|
Interest cost
|
0.9
|
|
|
0.9
|
|
|
1.9
|
|
|
1.9
|
|
||||
Total
|
$
|
2.0
|
|
|
$
|
1.8
|
|
|
$
|
4.2
|
|
|
$
|
4.1
|
|
(In millions)
|
7/30/17
|
|
1/29/17
|
|
7/31/16
|
||||||
|
|
|
|
|
|
||||||
Senior secured Term Loan A facility due 2021
|
$
|
1,990.9
|
|
|
$
|
2,039.9
|
|
|
$
|
2,187.3
|
|
4 1/2% senior unsecured notes due 2022
|
691.2
|
|
|
690.4
|
|
|
689.6
|
|
|||
7 3/4% debentures due 2023
|
99.5
|
|
|
99.5
|
|
|
99.4
|
|
|||
3 5/8% senior unsecured euro notes due 2024
|
404.1
|
|
|
367.5
|
|
|
381.9
|
|
|||
Total
|
3,185.7
|
|
|
3,197.3
|
|
|
3,358.2
|
|
|||
Less: Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt
|
$
|
3,185.7
|
|
|
$
|
3,197.3
|
|
|
$
|
3,358.2
|
|
•
|
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.
|
|
Assets (Classified in Other Current Assets and Other Assets)
|
Liabilities (Classified in Accrued Expenses and Other Liabilities)
|
|||||||||||||||||||||
(In millions)
|
7/30/17
|
|
1/29/17
|
|
7/31/16
|
|
7/30/17
|
|
1/29/17
|
|
7/31/16
|
||||||||||||
Contracts designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
2.6
|
|
|
$
|
25.1
|
|
|
$
|
6.8
|
|
|
$
|
57.5
|
|
|
$
|
2.6
|
|
|
$
|
12.5
|
|
Interest rate swap agreements
|
0.2
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
7.1
|
|
|
17.0
|
|
||||||
Total contracts designated as cash flow hedges
|
2.8
|
|
|
25.1
|
|
|
6.8
|
|
|
60.1
|
|
|
9.7
|
|
|
29.5
|
|
||||||
Undesignated contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency forward exchange contracts
|
2.1
|
|
|
0.8
|
|
|
1.8
|
|
|
0.7
|
|
|
0.0
|
|
|
0.7
|
|
||||||
Foreign currency option contracts
|
0.1
|
|
|
3.2
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total undesignated contracts
|
2.2
|
|
|
4.0
|
|
|
2.8
|
|
|
0.7
|
|
|
0.0
|
|
|
0.7
|
|
||||||
Total
|
$
|
5.0
|
|
|
$
|
29.1
|
|
|
$
|
9.6
|
|
|
$
|
60.8
|
|
|
$
|
9.7
|
|
|
$
|
30.2
|
|
Twenty-Six Weeks Ended
|
|
7/30/17
|
|
7/31/16
|
||||
Foreign currency forward exchange contracts
|
|
$
|
1.7
|
|
|
$
|
(6.7
|
)
|
Foreign currency option contracts
|
|
(4.3
|
)
|
|
(0.2
|
)
|
|
7/30/17
|
|
1/29/17
|
|
7/31/16
|
||||||||||||||||||||||||||||||||||||
(In millions)
|
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
|
|
$
|
4.7
|
|
|
N/A
|
|
$
|
4.7
|
|
|
N/A
|
|
$
|
25.9
|
|
|
N/A
|
|
$
|
25.9
|
|
|
N/A
|
|
$
|
8.6
|
|
|
N/A
|
|
$
|
8.6
|
|
||||||
Interest rate swap agreements
|
N/A
|
|
0.2
|
|
|
N/A
|
|
0.2
|
|
|
N/A
|
|
—
|
|
|
N/A
|
|
—
|
|
|
N/A
|
|
—
|
|
|
N/A
|
|
—
|
|
||||||||||||
Foreign currency option contracts
|
N/A
|
|
0.1
|
|
|
N/A
|
|
0.1
|
|
|
N/A
|
|
3.2
|
|
|
N/A
|
|
3.2
|
|
|
N/A
|
|
1.0
|
|
|
N/A
|
|
1.0
|
|
||||||||||||
Total Assets
|
N/A
|
|
$
|
5.0
|
|
|
N/A
|
|
$
|
5.0
|
|
|
N/A
|
|
$
|
29.1
|
|
|
N/A
|
|
$
|
29.1
|
|
|
N/A
|
|
$
|
9.6
|
|
|
N/A
|
|
$
|
9.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency forward exchange contracts
|
N/A
|
|
$
|
58.2
|
|
|
N/A
|
|
$
|
58.2
|
|
|
N/A
|
|
$
|
2.6
|
|
|
N/A
|
|
$
|
2.6
|
|
|
N/A
|
|
$
|
13.2
|
|
|
N/A
|
|
$
|
13.2
|
|
||||||
Interest rate swap agreements
|
N/A
|
|
2.6
|
|
|
N/A
|
|
2.6
|
|
|
N/A
|
|
7.1
|
|
|
N/A
|
|
7.1
|
|
|
N/A
|
|
17.0
|
|
|
N/A
|
|
17.0
|
|
||||||||||||
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
|
|
$
|
2.2
|
|
|
2.2
|
|
|||||||||
Total Liabilities
|
N/A
|
|
$
|
60.8
|
|
|
$
|
1.7
|
|
|
$
|
62.5
|
|
|
N/A
|
|
$
|
9.7
|
|
|
$
|
1.6
|
|
|
$
|
11.3
|
|
|
N/A
|
|
$
|
30.2
|
|
|
$
|
2.2
|
|
|
$
|
32.4
|
|
|
Twenty-Six Weeks Ended
|
||||||
(In millions)
|
7/30/17
|
|
7/31/16
|
||||
Beginning Balance
|
$
|
1.6
|
|
|
$
|
2.2
|
|
Payments
|
—
|
|
|
—
|
|
||
Adjustments included in earnings
|
0.1
|
|
|
0.0
|
|
||
Ending Balance
|
$
|
1.7
|
|
|
$
|
2.2
|
|
Unobservable Inputs
|
|
Amount
|
|
Approximate compounded annual net sales growth rate
|
|
35.0
|
%
|
Approximate
discount rate
|
|
15.0
|
%
|
|
7/30/17
|
|
1/29/17
|
|
7/31/16
|
||||||||||||||||||
(In millions)
|
Carrying Amount
|
|
Fair
Value
|
|
Carrying Amount
|
|
Fair
Value
|
|
Carrying Amount
|
|
Fair
Value
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
559.4
|
|
|
$
|
559.4
|
|
|
$
|
730.1
|
|
|
$
|
730.1
|
|
|
$
|
741.7
|
|
|
$
|
741.7
|
|
Short-term borrowings
|
18.0
|
|
|
18.0
|
|
|
19.1
|
|
|
19.1
|
|
|
19.4
|
|
|
19.4
|
|
||||||
Long-term debt (including portion classified as current)
|
3,185.7
|
|
|
3,269.6
|
|
|
3,197.3
|
|
|
3,248.7
|
|
|
3,358.2
|
|
|
3,434.6
|
|
|
Twenty-Six Weeks Ended
|
||||||
|
7/30/17
|
|
7/31/16
|
||||
Weighted average risk-free interest rate
|
2.10
|
%
|
|
1.45
|
%
|
||
Weighted average expected option term (in years)
|
6.25
|
|
|
6.25
|
|
||
Weighted average Company volatility
|
29.46
|
%
|
|
34.64
|
%
|
||
Expected annual dividends per share
|
$
|
0.15
|
|
|
$
|
0.15
|
|
Weighted average grant date fair value per option
|
$
|
33.50
|
|
|
$
|
35.60
|
|
(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
|
105
|
|
|
66.49
|
|
|
Cancelled
|
10
|
|
|
108.23
|
|
|
Outstanding at July 30, 2017
|
1,493
|
|
|
$
|
78.67
|
|
Exercisable at July 30, 2017
|
1,062
|
|
|
$
|
68.51
|
|
(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
|
441
|
|
|
103.04
|
|
|
Vested
|
247
|
|
|
108.98
|
|
|
Cancelled
|
38
|
|
|
105.19
|
|
|
Non-vested at July 30, 2017
|
968
|
|
|
$
|
103.89
|
|
|
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 July 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
|
286.4
|
|
(1)
|
(66.6
|
)
|
|
219.8
|
|
|||
Less: Amounts reclassified from AOCL
|
—
|
|
|
5.6
|
|
|
5.6
|
|
|||
Other comprehensive income (loss)
|
286.4
|
|
|
(72.2
|
)
|
|
214.2
|
|
|||
Balance, July 30, 2017
|
$
|
(451.3
|
)
|
|
$
|
(45.3
|
)
|
|
$
|
(496.6
|
)
|
(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
|
89.5
|
|
(2)
|
(35.2
|
)
|
|
54.3
|
|
|||
Less: Amounts reclassified from AOCL
|
—
|
|
|
2.8
|
|
|
2.8
|
|
|||
Other comprehensive income (loss)
|
89.5
|
|
|
(38.0
|
)
|
|
51.5
|
|
|||
Balance, July 31, 2016
|
$
|
(640.9
|
)
|
|
$
|
(11.8
|
)
|
|
$
|
(652.7
|
)
|
|
Amount Reclassified from AOCL
|
Affected Line Item in the Company’s Consolidated Income Statements
|
||||||||||||||
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
|
||||||||||||
(In millions)
|
7/30/17
|
|
7/31/16
|
|
7/30/17
|
|
7/31/16
|
|
||||||||
Realized gain (loss) on effective cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward exchange contracts (inventory purchases)
|
$
|
3.7
|
|
|
$
|
3.5
|
|
|
$
|
8.1
|
|
|
$
|
8.2
|
|
Cost of goods sold
|
Interest rate swap agreements
|
(1.7
|
)
|
|
(2.7
|
)
|
|
(4.0
|
)
|
|
(5.1
|
)
|
Interest expense
|
||||
Less: Tax effect
|
(0.5
|
)
|
|
0.4
|
|
|
(1.5
|
)
|
|
0.3
|
|
Income tax expense
|
||||
Total, net of tax
|
$
|
2.5
|
|
|
$
|
0.4
|
|
|
$
|
5.6
|
|
|
$
|
2.8
|
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||||||
(In millions, except per share data)
|
7/30/17
|
|
7/31/16
|
|
7/30/17
|
|
7/31/16
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to PVH Corp.
|
$
|
119.7
|
|
|
$
|
90.5
|
|
|
$
|
190.1
|
|
|
$
|
322.1
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding for basic net income per common share
|
77.8
|
|
|
80.7
|
|
|
78.0
|
|
|
81.0
|
|
||||
Weighted average impact of dilutive securities
|
0.9
|
|
|
0.6
|
|
|
0.8
|
|
|
0.6
|
|
||||
Total shares for diluted net income per common share
|
78.7
|
|
|
81.3
|
|
|
78.8
|
|
|
81.6
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per common share attributable to PVH Corp.
|
$
|
1.54
|
|
|
$
|
1.12
|
|
|
$
|
2.44
|
|
|
$
|
3.98
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income per common share attributable to PVH Corp.
|
$
|
1.52
|
|
|
$
|
1.11
|
|
|
$
|
2.41
|
|
|
$
|
3.95
|
|
|
Thirteen Weeks Ended
|
|
Twenty-Six Weeks Ended
|
||||||||
(In millions)
|
7/30/17
|
|
7/31/16
|
|
7/30/17
|
|
7/31/16
|
||||
|
|
|
|
|
|
|
|
||||
Weighted average potentially dilutive securities
|
0.6
|
|
|
1.0
|
|
|
0.8
|
|
|
1.0
|
|
|
Thirteen Weeks Ended
|
|
|
Twenty-Six Weeks Ended
|
|
||||||||||||
(In millions)
|
7/30/17
|
|
7/31/16
|
|
|
7/30/17
|
(1)
|
7/31/16
|
(1)
|
||||||||
Revenue – Calvin Klein North America
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
348.3
|
|
|
$
|
361.3
|
|
|
|
$
|
678.4
|
|
|
$
|
700.1
|
|
|
Royalty revenue
|
31.6
|
|
|
28.0
|
|
|
|
66.7
|
|
|
58.3
|
|
|
||||
Advertising and other revenue
|
12.3
|
|
|
8.7
|
|
|
|
22.5
|
|
|
20.2
|
|
|
||||
Total
|
392.2
|
|
|
398.0
|
|
|
|
767.6
|
|
|
778.6
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Calvin Klein International
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
370.0
|
|
|
306.2
|
|
|
|
724.8
|
|
|
622.5
|
|
|
||||
Royalty revenue
|
17.3
|
|
|
16.8
|
|
|
|
36.9
|
|
|
35.4
|
|
|
||||
Advertising and other revenue
|
7.0
|
|
|
5.4
|
|
|
|
13.0
|
|
|
12.6
|
|
|
||||
Total
|
394.3
|
|
|
328.4
|
|
|
|
774.7
|
|
|
670.5
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Tommy Hilfiger North America
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
380.8
|
|
|
396.0
|
|
|
|
678.9
|
|
|
717.1
|
|
|
||||
Royalty revenue
|
15.3
|
|
|
9.2
|
|
|
|
31.8
|
|
|
20.2
|
|
|
||||
Advertising and other revenue
|
3.7
|
|
|
2.2
|
|
|
|
7.6
|
|
|
4.7
|
|
|
||||
Total
|
399.8
|
|
|
407.4
|
|
|
|
718.3
|
|
|
742.0
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Tommy Hilfiger International
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
479.1
|
|
|
442.1
|
|
|
|
986.9
|
|
|
886.7
|
|
|
||||
Royalty revenue
|
11.7
|
|
|
10.1
|
|
|
|
21.8
|
|
|
21.7
|
|
|
||||
Advertising and other revenue
|
1.0
|
|
|
0.6
|
|
|
|
6.6
|
|
|
1.6
|
|
|
||||
Total
|
491.8
|
|
|
452.8
|
|
|
|
1,015.3
|
|
|
910.0
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Heritage Brands Wholesale
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
316.7
|
|
|
270.7
|
|
|
|
643.5
|
|
|
609.9
|
|
|
||||
Royalty revenue
|
4.7
|
|
|
5.2
|
|
|
|
9.7
|
|
|
10.2
|
|
|
||||
Advertising and other revenue
|
0.9
|
|
|
1.1
|
|
|
|
1.8
|
|
|
1.8
|
|
|
||||
Total
|
322.3
|
|
|
277.0
|
|
|
|
655.0
|
|
|
621.9
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue – Heritage Brands Retail
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
68.6
|
|
|
69.1
|
|
|
|
126.0
|
|
|
126.8
|
|
|
||||
Royalty revenue
|
0.8
|
|
|
0.6
|
|
|
|
1.8
|
|
|
1.2
|
|
|
||||
Advertising and other revenue
|
0.1
|
|
|
0.0
|
|
|
|
0.2
|
|
|
0.1
|
|
|
||||
Total
|
69.5
|
|
|
69.7
|
|
|
|
128.0
|
|
|
128.1
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total Revenue
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
1,963.5
|
|
|
1,845.4
|
|
|
|
3,838.5
|
|
|
3,663.1
|
|
|
||||
Royalty revenue
|
81.4
|
|
|
69.9
|
|
|
|
168.7
|
|
|
147.0
|
|
|
||||
Advertising and other revenue
|
25.0
|
|
|
18.0
|
|
|
|
51.7
|
|
|
41.0
|
|
|
||||
Total
|
$
|
2,069.9
|
|
|
$
|
1,933.3
|
|
|
|
$
|
4,058.9
|
|
|
$
|
3,851.1
|
|
|
(1)
|
Revenue was impacted by fluctuations 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
|
|
|
Twenty-Six Weeks Ended
|
|
||||||||||||||
(In millions)
|
7/30/17
|
(2)
|
|
7/31/16
|
(2)
|
|
7/30/17
|
(2)
|
|
7/31/16
|
(2)
|
||||||||
Income before interest and taxes – Calvin Klein North America
|
$
|
48.0
|
|
|
|
$
|
55.2
|
|
|
|
$
|
89.9
|
|
|
|
$
|
93.3
|
|
(11)(12)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Calvin Klein International
|
47.5
|
|
|
|
50.5
|
|
|
|
99.1
|
|
|
|
102.7
|
|
(11)(12)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Tommy Hilfiger North America
|
53.2
|
|
(3)
|
|
46.1
|
|
|
|
34.4
|
|
(3)(5)
|
|
69.1
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Tommy Hilfiger International
|
38.2
|
|
(4)
|
|
29.5
|
|
(8)
|
|
90.3
|
|
(4)(5)
|
|
212.8
|
|
(9)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Heritage Brands Wholesale
|
30.5
|
|
|
|
8.3
|
|
|
|
60.8
|
|
|
|
36.2
|
|
(11)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes – Heritage Brands Retail
|
4.5
|
|
|
|
3.7
|
|
|
|
6.0
|
|
|
|
5.8
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss before interest and taxes – Corporate
(1)
|
(41.4
|
)
|
(6)
|
|
(50.3
|
)
|
(10)(13)
|
|
(86.8
|
)
|
(6)(7)
|
|
(82.3
|
)
|
(11)(13)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before interest and taxes
|
$
|
180.5
|
|
|
|
$
|
143.0
|
|
|
|
$
|
293.7
|
|
|
|
$
|
437.6
|
|
|
(1)
|
Includes corporate expenses not allocated to any reportable segments, the Company’s proportionate share of the net income or loss of its investments 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 Plans, SERP Plans and 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 fluctuations 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)
|
Income before interest and taxes for the
thirteen and twenty-six weeks ended
July 30, 2017
included costs of $
7.1
million and $
14.1
million, respectively, associated with 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 and twenty-six weeks ended
July 30, 2017
included costs of $
6.6
million and $
13.5
million, respectively, associated with the TH China acquisition, primarily consisting of amortization of short-lived assets.
|
(5)
|
Income before interest and taxes for the
twenty-six weeks ended
July 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 and twenty-six weeks ended
July 30, 2017
included costs of $
5.5
million and $
7.3
million, respectively, associated with the consolidation of the Company’s warehouse and distribution network in North America.
|
(7)
|
Loss before interest and taxes for the
twenty-six weeks ended
July 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 before interest and taxes for the
thirteen weeks ended
July 31, 2016
included costs of $
20.3
million associated with the TH China acquisition, primarily consisting of valuation adjustments and amortization of short-lived assets.
|
(9)
|
Income before interest and taxes for the
twenty-six weeks ended
July 31, 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 $
44.5
million, primarily 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.
|
(10)
|
Loss before interest and taxes for the
thirteen weeks ended
July 31, 2016
included costs of $
2.3
million associated with the associated with the integration of Warnaco and the related restructuring.
|
(11)
|
Income before interest and taxes for the
twenty-six weeks ended
July 31, 2016
included costs of $
9.8
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 $
6.6
million in corporate expenses not allocated to any reportable segments.
|
(12)
|
Income before interest and taxes for the
twenty-six weeks ended
July 31, 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.
|
(13)
|
Loss before interest and taxes for the
thirteen and twenty-six weeks ended
July 31, 2016
included costs of $
15.8
million related to the Company’s amendment of its senior secured credit facilities. Please see
Note 9
, “
Debt
,” 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 $60 million of revenue attributable to our Calvin Klein International and Calvin Klein North America segments. Calvin Klein International segment revenue increased 20%, driven by outstanding performance in the wholesale business in Europe and China, as well as solid growth in the retail business due to a 6% increase in international comparable store sales and square footage expansion in Company-operated stores. Revenue in the Calvin Klein North America segment decreased 1%, primarily as a result of the Mexico deconsolidation and a 2% decline in North America comparable store sales.
|
•
|
The net addition of $31 million of revenue attributable to our Tommy Hilfiger International and Tommy Hilfiger North America segments. Tommy Hilfiger International segment revenue increased 9%, driven by continued strong performance in Europe and Asia. Tommy Hilfiger International comparable store sales increased 6%. Revenue in the Tommy Hilfiger North America segment decreased 2% 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 “G-III,” respectively). Tommy Hilfiger North America comparable store sales were flat.
|
•
|
The net addition of $45 million of revenue attributable to our Heritage Brands Retail and Heritage Brands Wholesale segments, principally due to a shift in the timing of shipments from both the first and third quarters into the second quarter as compared to the prior year. Comparable stores sales increased 1%.
|
•
|
The net addition of $93 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 16% (including a 1% negative foreign currency impact), driven by continued strength in Europe and China. Calvin Klein International comparable store sales increased 5%. Revenue in the Calvin Klein North America segment decreased 1%, primarily as a result of the Mexico deconsolidation and a 3% decline in North America comparable store sales.
|
•
|
The net addition of $82 million of revenue attributable to our Tommy Hilfiger International and Tommy Hilfiger North America segments, which included a decrease of approximately $24 million related to the impact of foreign currency translation. Tommy Hilfiger International segment revenue increased 12% (including a 2% negative foreign currency impact), driven principally by outstanding performance in Europe and the inclusion of a full first quarter of revenue from the China business as a result of the April 2016 TH China acquisition. Tommy Hilfiger International comparable store sales increased 9%. Revenue in the Tommy Hilfiger North America segment decreased 3% principally due to the G-III license and a 1% comparable store sales decline.
|
•
|
The net addition of $33 million of revenue attributable to our Heritage Brands Retail and Heritage Brands Wholesale segments, principally driven by a shift in the timing of shipments into the second quarter of 2017 from the third quarter as compared to the prior year period. Comparable stores sales were flat.
|
(in millions)
|
July 30, 2017
|
|
January 29, 2017
|
|
July 31, 2016
|
||||||
Short-term borrowings
|
$
|
18
|
|
|
$
|
19
|
|
|
$
|
19
|
|
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|||
Capital lease obligations
|
16
|
|
|
16
|
|
|
16
|
|
|||
Long-term debt
|
3,186
|
|
|
3,197
|
|
|
3,358
|
|
|||
Stockholders’ equity
|
5,095
|
|
|
4,804
|
|
|
4,804
|
|
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)
|
||||||
May 1, 2017 -
|
|
|
|
|
|
|
|
||||||
May 28, 2017
|
226,011
|
|
|
$
|
101.53
|
|
|
203,000
|
|
|
$
|
728,432,141
|
|
May 29, 2017 -
|
|
|
|
|
|
|
|
||||||
July 2, 2017
|
253,443
|
|
|
106.80
|
|
|
232,500
|
|
|
703,561,160
|
|
||
July 3, 2017 -
|
|
|
|
|
|
|
|
||||||
July 30, 2017
|
162,423
|
|
|
114.63
|
|
|
161,500
|
|
|
685,042,908
|
|
||
Total
|
641,877
|
|
|
$
|
106.93
|
|
|
597,000
|
|
|
$
|
685,042,908
|
|
+Filed or furnished herewith.
|
|
PVH CORP.
|
|
Registrant
|
Dated:
|
August 31, 2017
|
/s/ JAMES W. HOLMES
|
|
|
James W. Holmes
|
|
|
Senior Vice President and Controller (Principal Accounting Officer)
|
1 Year PVH Chart |
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