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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jan. 30, 2011	Jan. 31, 2010
Current Assets:
Cash and cash equivalents	$ 498,718	$ 480,882
Trade receivables, net of allowances for doubtful accounts of $11,105 and $7,224	433,900	188,844
Other receivables	13,261	7,759
Inventories, net	692,306	263,788
Prepaid expenses	81,370	41,038
Other, including deferred taxes of $61,747 and $5,621	91,008	12,572
Total Current Assets	1,810,563	994,883
Property, Plant and Equipment, net	404,577	167,474
Goodwill	1,803,399	419,179
Tradenames	2,342,467	621,135
Perpetual License Rights	86,000	86,000
Other Intangibles, net	172,562	32,056
Other Assets	115,766	18,952
Total Assets	6,735,334	2,339,679
Current Liabilities:
Accounts payable	316,920	108,494
Accrued expenses	535,139	215,413
Deferred revenue	51,235	38,974
Short-term borrowings	4,868	0
Total Current Liabilities	908,162	362,881
Long-Term Debt	2,364,002	399,584
Other Liabilities, including deferred taxes of $508,562 and $176,449	1,020,613	408,661
Stockholders' Equity:
Preferred stock, par value $100 per share; 150,000 total shares authorized	0	0
Series A convertible preferred stock, par value $100 per share; 8,000 total shares authorized, issued and outstanding (with total liquidation preference of $200,000) as of January 30, 2011	188,595	0
Common stock, par value $1 per share; 240,000,000 shares authorized; 67,234,567 and 57,139,230 shares issued	67,235	57,139
Additional paid in capital - common stock	1,301,647	596,344
Retained earnings	840,072	796,282
Accumulated other comprehensive income (loss)	55,757	(80,448)
Less: 168,893 and 5,236,818 shares of common stock held in treasury, at cost	(10,749)	(200,764)
Total Stockholders' Equity	2,442,557	1,168,553
Total Liabilities and Stockholders' Equity	$ 6,735,334	$ 2,339,679

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Jan. 30, 2011 USD ($) $ / shares shares	Jan. 31, 2010 USD ($) $ / shares shares
Current Assets:
Allowances for doubtful accounts \| $	$ 11,105,000	$ 7,224,000
Other Current Assets, deferred taxes \| $	61,747,000	5,621,000
Current Liabilities:
Other Liabilities, deferred taxes \| $	508,562,000	176,449,000
Stockholders' Equity:
Preferred stock, par value (in dollars per share) \| $	$ 100	$ 100
Preferred stock, authorized (in shares)	150,000	150,000
Preferred stock, issued (in shares)	8,000	0
Common stock, par value (in dollars per share) \| $ / shares	$ 1	$ 1
Common stock, authorized (in shares)	240,000,000	240,000,000
Common stock, issued (in shares)	67,234,567	57,139,230
Shares of common stock held in treasury, at cost (in shares)	168,893	5,236,818
Series A Convertible Preferred Stock
Stockholders' Equity:
Preferred stock, par value (in dollars per share) \| $	$ 100	$ 0
Preferred stock, authorized (in shares)	8,000	0
Preferred stock, issued (in shares)	8,000	0
Preferred stock, outstanding (in shares)	8,000	0
Preferred stock, total liquidation preference \| $	$ 200,000,000	$ 0

CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Thousands	12 Months Ended
CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Thousands	Jan. 30, 2011	Jan. 31, 2010	Feb. 01, 2009
Income Statement [Abstract]
Net sales	$ 4,219,739	$ 2,070,754	$ 2,160,716
Royalty revenue	309,642	242,026	236,552
Advertising and other revenue	107,467	85,951	94,667
Total revenue	4,636,848	2,398,731	2,491,935
Cost of goods sold	2,214,897	1,216,128	1,291,267
Gross profit	2,421,951	1,182,603	1,200,668
Selling, general and administrative expenses	2,071,416	938,791	1,028,784
Debt extinguishment costs	6,650	0	0
Other loss	140,490	0	0
Gain on sale of investments	0	0	1,864
Income before interest and taxes	203,395	243,812	173,748
Interest expense	128,561	33,524	33,639
Interest income	1,739	1,295	6,195
Income before taxes	76,573	211,583	146,304
Income tax expense	22,768	49,673	54,533
Net income	$ 53,805	$ 161,910	$ 91,771
Basic net income per common share (in dollars per share)	$ 0.82	$ 3.14	$ 1.78
Diluted net income per common share (in dollars per share)	$ 0.80	$ 3.08	$ 1.76

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

12 Months Ended

Jan. 30, 2011

Jan. 31, 2010

Feb. 01, 2009

OPERATING ACTIVITIES

Net income

$ 53,805

$ 161,910

$ 91,771

Adjustments to reconcile to net cash provided by operating activities:

Loss on settlement of derivative instruments related to the acquisition of Tommy Hilfiger

140,490

Depreciation and amortization

147,137

49,889

55,366

Deferred taxes

(12,493)

4,714

(18,444)

Stock-based compensation expense

33,281

14,456

10,527

Impairment of long-lived assets

13,900

7,290

72,459

Disposal of goodwill

4,157

Debt extinguishment costs

6,650

Gain on sale of investments

(1,864)

Changes in operating assets and liabilities:

Trade receivables, net

(114,767)

(1,202)

(39,446)

Inventories, net

(124,525)

20,768

38,562

Accounts payable, accrued expenses and deferred revenue

216,521

10,986

9,044

Prepaid expenses

(17,659)

(5,758)

8,381

Proceeds in connection with acquisition of CMI

38,500

Other, net

5,730

(48,639)

(25,041)

Net cash provided by operating activities

352,227

214,414

239,815

INVESTING ACTIVITIES(1)

Business acquisitions, net of cash acquired

(2,493,125)

(1,582)

(35,042)

Purchase of property, plant and equipment

(100,995)

(23,856)

(88,141)

Contingent purchase price payments

(43,655)

(37,435)

(55,365)

Loss on settlement of derivative instruments related to the acquisition of Tommy Hilfiger

(140,490)

Sale of investments

1,864

Net cash used by investing activities

^[1]

(2,778,265)

(62,873)

(176,684)

FINANCING ACTIVITIES(1)

Net proceeds from common stock offering

364,529

Net proceeds from preferred stock issuance

188,595

Net proceeds from issuance of debt

584,357

Net proceeds from credit facilities

1,823,990

Extinguishment of debt

(303,645)

Repayment of credit facilities

(250,000)

Net proceeds from short term borrowings

4,868

Net proceeds from settlement of awards under stock plans

23,939

8,078

2,819

Excess tax benefits from awards under stock plans

9,333

1,269

1,158

Cash dividends

(10,015)

(7,811)

(7,760)

Acquisition of treasury shares

(2,481)

(400)

(27)

Net cash provided (used) by financing activities

2,433,470

^[1]

1,136

(3,810)

Effect of exchange rate changes on cash and cash equivalents

10,404

(1,068)

Increase in cash and cash equivalents

17,836

152,715

58,253

Cash and cash equivalents at beginning of year

480,882

328,167

269,914

Cash and cash equivalents at end of year

$ 498,718

$ 480,882

$ 328,167

[1]	See Note 17 for information on noncash investing and financing transactions.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2011	Jan. 31, 2010	Feb. 01, 2009
Statement [Line Items]
Balance	$ 1,168,553	$ 998,795	$ 956,283
Balance (in shares)	57,139,230
Net income	$ 53,805	161,910	91,771
Change related to retirement and benefit plans costs, net of tax	(772)	(8,690)	(53,368)
Foreign currency translation adjustments, net of tax	148,353	1,262	(2,268)
Liquidation of foreign operation, net of tax expense	523
Unrealized losses on derivative financial instruments, net of tax	(11,899)
Total comprehensive income	190,010	154,482	36,135
Adoption of the measurement date provisions of retirement benefits guidance, net of tax benefit			(366)
Common stock offering	364,529
Issuance of restricted stock	0
Issuance of common stock in connection with the acquisition of Tommy Hilfiger	475,607
Issuance of preferred shares	188,595
Exercise of warrant	0
Settlement of awards under stock plans	23,939	8,078	2,819
Tax benefits from awards under stock plans	10,539	953	1,184
Stock-based compensation expense	33,281	14,456	10,527
Cash dividends	$ (10,015)	$ (7,811)	$ (7,760)
Acquisition of treasury shares	41,868	14,327	634
Acquisition of treasury shares	$ (2,481)	$ (400)	$ (27)
Balance	$ 2,442,557	$ 1,168,553	998,795
Balance (in shares)	67,234,567	57,139,230
Preferred Stock Including Additional Paid in Capital [Member]
Statement [Line Items]
Issuance of preferred shares	$ 188,595
Balance	188,595
Common Stock [Member]
Statement [Line Items]
Balance	$ 57,139	$ 56,709	$ 56,506
Balance (in shares)	57,139,230	56,708,708	56,505,842
Common stock offering	$ 500
Common stock offering, net of release of treasury shares (in shares)	500,000
Issuance of restricted stock	$ 351
Issuance of restricted stock (in shares)	350,861
Issuance of common stock in connection with the acquisition of Tommy Hilfiger	$ 7,873
Issuance of common stock in connection with the acquisition of Tommy Hilfiger (in shares)	7,872,980
Exercise of warrant	$ 320
Exercise of warrant (in shares)	320,000
Settlement of awards under stock plans	$ 1,052	$ 430	$ 203
Settlement of awards under stock plans (in shares)	1,051,496	430,522	202,866
Balance	$ 67,235	$ 57,139	$ 56,709
Balance (in shares)	67,234,567	57,139,230	56,708,708
Common Stock Additional Paid In Capital [Member]
Statement [Line Items]
Balance	$ 596,344	$ 573,287	$ 558,960
Common stock offering	162,573
Issuance of restricted stock	(351)
Issuance of common stock in connection with the acquisition of Tommy Hilfiger	467,734
Exercise of warrant	8,640
Settlement of awards under stock plans	22,887	7,648	2,616
Tax benefits from awards under stock plans	10,539	953	1,184
Stock-based compensation expense	33,281	14,456	10,527
Balance	1,301,647	596,344	573,287
Retained Earnings [Member]
Statement [Line Items]
Balance	796,282	642,183	558,538
Net income	53,805	161,910	91,771
Adoption of the measurement date provisions of retirement benefits guidance, net of tax benefit			(366)
Cash dividends	(10,015)	(7,811)	(7,760)
Balance	840,072	796,282	642,183
Accumulated Other Comprehensive Income (Loss) [Member]
Statement [Line Items]
Balance	(80,448)	(73,020)	(17,384)
Change related to retirement and benefit plans costs, net of tax	(772)	(8,690)	(53,368)
Foreign currency translation adjustments, net of tax	148,353	1,262	(2,268)
Liquidation of foreign operation, net of tax expense	523
Unrealized losses on derivative financial instruments, net of tax	(11,899)
Balance	55,757	(80,448)	(73,020)
Treasury Stock [Member]
Statement [Line Items]
Balance	(200,764)	(200,364)	(200,337)
Common stock offering	201,456
Exercise of warrant	(8,960)
Acquisition of treasury shares	(2,481)	(400)	(27)
Balance	$ (10,749)	$ (200,764)	$ (200,364)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jan. 30, 2011	Jan. 31, 2010	Feb. 01, 2009
Statement of Stockholders' Equity [Abstract]
Change related to retirement and benefit plans costs, tax expense (benefit)	$ (481)	$ (5,281)	$ (32,342)
Foreign currency translation adjustments, tax expense (benefit)	(915)	767	(1,378)
Liquidation of foreign operation, tax expense (benefit)	318	0	0
Unrealized losses on derivative financial instruments, tax expense (benefit)	(256)	0	0
Adoption of the measurement date provisions of retirement benefits guidance, tax expense (benefit)	$ 0	$ 0	$ (224)
Sale of treasury shares	5,250,000	0	0
Issuance of preferred shares	8,000	0	0
Withholding of treasury shares	140,207	0	0
Acquisition of treasury shares	41,868	14,327	634

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jan. 30, 2011
Notes to Financial Statements [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation - The consolidated financial statements include the accounts of Phillips-Van Heusen Corporation and its subsidiaries (the “Company”). Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates - The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from the estimates. Fiscal Year - The Company uses a 52-53 week fiscal year ending on the Sunday closest to February 1. References to a year are to the Company’s fiscal year, unless the context requires otherwise. Results for 2010, 2009 and 2008 represent the 52 weeks ended January 30, 2011, January 31, 2010 and February 1, 2009, respectively. Cash and Cash Equivalents - The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company’s balances of cash and cash equivalents at January 30, 2011 consisted principally of bank deposits and investments in money market funds. Accounts Receivable - Accounts receivable, as presented on the Consolidated Balance Sheets, is net of allowances. An allowance for doubtful accounts is determined through an analysis of the aging of accounts receivable and assessments of collectibility based on historic trends, the financial condition of the Company’s customers and an evaluation of economic conditions. The Company writes off uncollectible trade receivables once collection efforts have been exhausted and third parties confirm the balance is not recoverable. Costs associated with allowable customer markdowns and operational chargebacks, net of the expected recoveries, are part of the provision for allowances included in accounts receivable. These provisions result from seasonal negotiations, as well as historic deduction trends net of expected recoveries, and the evaluation of current market conditions. Goodwill and Other Intangible Assets - The Company assesses the recoverability of goodwill annually, at the beginning of the third quarter of each fiscal year, and between annual tests if indicators of potential impairment exist. Impairment testing for goodwill is done at a reporting unit level. Under Financial Accounting Standards Board (“FASB”) guidance for goodwill and other intangible assets, a reporting unit is defined as an operating segment or one level below the operating segment, called a component. However, two or more components of an operating segment will be aggregated and deemed a single reporting unit if the components have similar economic characteristics. An impairment loss is recognized if the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and the carrying amount of reporting unit goodwill is determined to exceed the implied fair value of that goodwill. The estimated fair value of a reporting unit is calculated using a discounted cash flow model. The fair value of all reporting units is reconciled to the Company’s market capitalization using an estimated control premium. Indefinite-lived intangible assets not subject to amortization are tested for impairment annually at the beginning of the third quarter of each fiscal year and between annual tests if an event occurs or circumstances change that would indicate that the carrying amount may be impaired. An impairment loss would be recognized if the carrying amount of the asset exceeds the fair value of the assets, which is determined using the estimated discounted cash flows associated with the asset’s use. Intangible assets with finite lives are amortized over their estimated useful lives and are tested for impairment along with other long-lived assets as described below. The Company performed its required annual impairment tests for goodwill and other intangible assets at the beginning of the third quarters of 2010, 2009 and 2008. No impairment of goodwill or other intangible assets resulted from any of these tests. Asset Impairments - The Company reviews for and records impairment losses on long-lived assets (excluding goodwill and other indefinite-lived intangible assets) in accordance with FASB guidance for the impairment or disposal of long-lived assets. The Company records impairment losses when events and circumstances indicate that the assets might be impaired and the undiscounted cash flows estimated to be generated by the related assets are less than the carrying amounts of those assets. Please see Note 15, “Activity Exit Costs and Asset Impairments” for a further discussion. Inventories - Inventories related to the Company’s wholesale operations and international retail operations, comprised principally of finished goods, are stated at the lower of cost or market. Inventories related to the Company’s North American retail operations, comprised entirely of finished goods, are stated at the lower of average cost or market using the retail inventory method. Under the retail inventory method, the valuation of inventories at cost is calculated by applying a cost-to-retail ratio to the retail value of inventories. Permanent and point of sale markdowns, when recorded, reduce both the retail and cost components of inventory on hand so as to maintain the already established cost-to-retail relationship. Cost for certain apparel and accessory inventories of $134,384 (2010) and $96,111 (2009) was determined using the last-in, first-out method (LIFO). Cost for the Company’s other inventories was determined using the first-in, first-out method (FIFO) for principally all of the Company’s North American wholesale inventories and the weighted average cost method for all other inventories. At January 30, 2011 and January 31, 2010, no LIFO reserve was recorded because LIFO cost approximated FIFO or weighted average cost, as applicable. Inventory held on consignment by third parties totaled $5,949 at January 30, 2011. Property, Plant and Equipment - Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is generally provided over the estimated useful lives of the related assets on a straight-line basis. The range of useful lives is principally as follows: Buildings and building improvements: 15-40 years; machinery, software and equipment: 2-10 years; furniture and fixtures: 3-10 years; and fixtures located in third party customer locations (“shop-in-shops”) and their related costs: 3-5 years. Leasehold improvements are depreciated using the straight-line method over the lesser of the term of the related lease or the estimated useful life of the asset. In certain circumstances, contractual renewal options are considered when determining the term of the related lease. Major additions and betterments are capitalized, and repairs and maintenance are charged to operations in the period incurred. Depreciation expense totaled $98,617, $40,960 and $47,788 in 2010, 2009 and 2008, respectively. Operating Leases - The Company accounts for rent expense under non-cancelable operating leases with scheduled rent increases and rent holidays on a straight-line basis over the lease term. The Company determines the lease term at the inception of a lease by assuming the exercise of those renewal options that are reasonably assured because of the significant economic penalty that exists for not exercising those options. The excess of straight-line rent expense over scheduled payments is recorded as a deferred liability. In addition, the Company receives build out contributions from landlords primarily as an incentive for the Company to lease retail store space from the landlords. Such amounts are amortized as a reduction of rent expense over the life of the related lease. Revenue Recognition – Revenue from the Company’s wholesale operations is recognized at the time title to the goods passes and the risk of loss is transferred to customers. For sales by the Company’s retail stores, revenue is recognized when goods are sold to consumers. Allowances for estimated returns and discounts are provided when sales are recorded. Revenue from gift cards is recognized at the time of redemption. Royalty revenue for licensees whose sales exceed contractual sales minimums, including licensee contributions toward advertising, is recognized when licensed products are sold as reported by the Company’s licensees. For licensees whose sales do not exceed contractual sales minimums, royalty revenue is recognized ratably based on contractual requirements for the timing of minimum payments. Sales Incentives - The Company uses certain sales incentive programs related to the Company’s retail operations, such as a customer loyalty program and the issuance of coupons. The Company’s loyalty program is structured such that customers receive gift cards for future use after specified levels of spending are achieved within a specified time period. Costs associated with the Company’s loyalty program are recorded ratably as a cost of goods sold based on enrolled customers’ spending. Costs associated with coupons are recorded as a reduction of revenue at the time of coupon redemption. Cost of Goods Sold and Selling, General and Administrative Expenses - Costs associated with the production and procurement of product are included in cost of goods sold, including inbound freight costs, purchasing and receiving costs, inspection costs, internal transfer costs and other product procurement related charges. All other expenses, excluding interest and income taxes, are included in selling, general and administrative expenses, including warehousing and distribution expenses, as the predominant expenses associated therewith are general and administrative in nature, including rent, utilities and payroll. Shipping and Handling Fees and Costs - Shipping and handling fees billed to customers are included in net sales. Internal and external shipping and handling costs are included in cost of goods sold. Such costs include inbound freight costs, inspection costs, internal transfer costs and other product procurement related charges. Advertising - Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Costs associated with cooperative advertising programs, under which the Company shares the cost of a customer’s advertising expenditures, are treated as a reduction of revenue. Advertising expenses totaled $303,575 (2010), $161,874 (2009) and $155,077 (2008). Prepaid advertising expenses recorded in prepaid expenses and other assets totaled $4,286 and $5,162 at January 30, 2011 and January 31, 2010, respectively. Sales Taxes - The Company accounts for sales taxes and other related taxes on a net basis, excluding such taxes from revenue and cost of goods sold. Incomes Taxes - Deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in results of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred taxes to the amounts more likely than not to be realized. Significant judgment is required in assessing the timing and amount of deductible and taxable items, evaluating tax positions and in determining the income tax provision. The Company recognizes tax benefits only when it is more likely than not that the tax position will be fully sustained upon review by taxing authorities, including resolution of related appeals or litigation processes, if any. If the recognition threshold is met, the Company measures the tax benefit at the largest amount that is greater than 50 percent likely to be realized upon ultimate settlement. For tax positions that are 50 percent or less likely of being sustained upon audit, the Company does not recognize any portion of that benefit in the financial statements. When the outcome of these tax matters changes, the change in estimate impacts the provision for income taxes in the period that such a determination is made. The Company recognizes interest and penalties related to unrecognized tax benefits in the Company’s income tax provision. Foreign Currency Translation - The consolidated financial statements of the Company are prepared in United States dollars. If the functional currency of a foreign subsidiary is not the United States dollar, assets and liabilities are translated to United States dollars at the exchange rates in effect at the applicable balance sheet date and revenue and expenses are translated to United States dollars at the average exchange rate for the applicable period. Any adjustments resulting from such translation are recorded in stockholders’ equity as a component of accumulated other comprehensive income (loss). Financial Instruments - The Company has exposure to changes in foreign currency exchange rates related to certain anticipated cash flows associated with certain international inventory purchases. To help manage these exposures, the Company uses foreign currency forward exchange contracts. The Company does not use derivative financial instruments for speculative or trading purposes. The Company records the foreign currency forward exchange contracts at fair value in its Consolidated Balance Sheets. The fair value is measured as the United States dollars to be purchased, multiplied by the difference between (i) the forward rate as of the period end date and (ii) the settlement rate specified in each contract. Changes in fair value of foreign currency forward exchange contracts that are designated as cash flow hedges and which are deemed to be effective hedges are deferred in stockholders’ equity as a component of accumulated other comprehensive income (loss). Changes in the fair value of foreign currency forward exchange contracts that are not designated as effective hedging instruments are immediately recognized in earnings. The Company had exposure to changes in foreign currency exchange rates in connection with the Company’s acquisition of Tommy Hilfiger B.V. and certain affiliated companies (collectively, “Tommy Hilfiger”), for which the Company entered into foreign currency forward exchange contracts that resulted in a loss during 2010. Cash flows from the Company’s derivative instruments are classified in the Consolidated Statements of Cash Flows in the same category as the items being hedged. Balance Sheet Classification of Early Settlements of Long-Term Obligations - The Company classifies obligations settled after the balance sheet date but prior to the issuance of the financial statements based on the contractual payment terms of the underlying agreements. Recently Adopted Accounting Standards - In June 2009, the FASB issued guidance to amend the manner in which entities evaluate whether to consolidate variable interest entities, as well as when to make these evaluations. The guidance also requires additional disclosures about an entity’s involvement in variable interest entities. The Company adopted this guidance beginning in 2010. The adoption did not have a material impact on the Company’s consolidated results of operations or financial position. Accounting Standards Issued But Not Yet Adopted - New guidance issued as of the date of the Company’s financial statements but not effective until after January 30, 2011 is not expected to have a material impact on the Company’s consolidated results of operations or financial position.

ACQUISITIONS

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

ACQUISITIONS

2. ACQUISITIONS

Acquisition of Tommy Hilfiger

The Company acquired on May 6, 2010 all of the outstanding equity interests of Tommy Hilfiger. The results of Tommy Hilfiger’s operations have been included in the Company’s consolidated financial statements since that date. Tommy Hilfiger designs, sources and markets men’s, women’s and children’s sportswear and activewear, jeanswear and other products worldwide and licenses its brands worldwide over a broad range of products.

The Company believes Tommy Hilfiger’s established international platform in Europe will be a strategic complement to the Company’s strong North American presence and provides the Company with the resources and expertise needed to grow its heritage brands and businesses internationally.

Fair Value of the Acquisition Consideration

The acquisition date fair value of the consideration paid, based on applicable exchange rates in effect on the closing date, totaled $2,961,383, which consisted of the following:

Cash	$	2,485,776
Common stock (7,873 shares, par value $1.00 per share)		475,607
Total fair value of the acquisition consideration	$	2,961,383

The fair value of the 7,873 common shares issued was equal to the aggregate value of the shares at the closing market price of the Company’s common stock on May 5, 2010 (the day prior to the closing). The value is not the same as the value of the shares as determined pursuant to the acquisition agreement, due to the fluctuation in the market price of the Company’s common stock between the date of the acquisition agreement and the date of the acquisition closing.

The Company funded the cash portion and related costs of the Tommy Hilfiger acquisition with cash on hand and the net proceeds of the following activities: (i) the sale on April 28, 2010 of 5,750 shares of the Company’s common stock; (ii) the issuances of an aggregate of 8 shares of Series A convertible preferred stock, which are convertible into 4,189 shares of the Company’s common stock, for an aggregate gross purchase price of

$200,000; (iii) the issuance of $600,000 of 7 3/8% senior notes due 2020; and (iv) the borrowing of approximately $1,900,000 of term loans under new credit facilities.

Please see the notes entitled “Goodwill and Other Intangible Assets,” “Debt” and “Stockholders’ Equity” for a further discussion of these aspects of the acquisition.

The Company incurred certain pre-tax costs directly associated with the acquisition, totaling approximately $72,000, which are included within selling, general and administrative expenses in its financial statements. The Company also recorded a loss of $140,490 during the year ended January 30, 2011 associated with hedges against the Euro to United States dollar exchange rate relating to the purchase price. The Company incurred costs totaling $29,251 associated with the issuance of the common and preferred shares related to the acquisition, which were deducted from the recognized proceeds of issuance within stockholders’ equity. The Company incurred costs totaling $71,533 associated with the issuance of debt related to the acquisition, which will be amortized over the term of the related debt agreement.

Tommy Hilfiger had total revenue of $1,945,230 and net income, after short-lived non-cash valuation amortization charges and transaction and integration costs, of $72,488 for the period from the date of acquisition through January 30, 2011. These amounts are included in the Company’s results of operations for the year then ended.

Pro Forma Impact of the Transaction

The following table presents the Company’s pro forma consolidated results of operations as if the acquisition and the related financing transactions had occurred on February 2, 2009 (the first day of its fiscal year ended January 31, 2010) instead of on May 6, 2010. The pro forma results were calculated applying the Company’s accounting policies and reflect: (i) the impact on depreciation and amortization based on what would have been charged related to the fair value adjustments to Tommy Hilfiger’s property, plant and equipment and the intangible assets recorded in connection with the acquisition; (ii) the impact on interest expense and interest income resulting from changes to the Company’s capital structure in connection with the acquisition; (iii) the impact on cost of goods sold resulting from acquisition date adjustments to the fair value of inventory; and (iv) the tax effects of the above adjustments. The pro forma results do not include any anticipated cost synergies or other effects of the planned integration of Tommy Hilfiger. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on February 2, 2009, nor are they indicative of the future operating results of the combined company.

	Pro Forma Year Ended
	1/30/11		1/31/10

Total revenue	$	5,282,732	$	4,680,832
Net income		292,271		82,162

Allocation of the Acquisition Consideration

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Trade receivables	$	120,477
Inventories		288,891
Prepaid expenses		24,029
Other current assets		81,307
Property, plant and equipment		238,026
Goodwill		1,255,862
Tradenames		1,635,417
Other intangibles		172,069
Other assets		117,880
Accounts payable		91,436
Accrued expenses		205,631
Other liabilities		675,508

The Company is still in the process of valuing the assets acquired and liabilities assumed; thus, the allocation of the purchase price is subject to change.

In connection with the acquisition, the Company recorded goodwill of $1,255,862, which was assigned to the Company’s Tommy Hilfiger North America and Tommy Hilfiger International segments (See Note 18, “Segment Data”) in the amounts of $197,328 and $1,058,534, respectively. None of the goodwill is expected to be deductible for tax purposes. The Company also recorded other intangible assets of $1,807,486, which included customer relationships of $138,724, covenants not to compete of $1,527 and order backlog of $31,818, which are all amortizable, as well as indefinitely-lived tradenames of $1,635,417.

Acquisition of Tommy Hilfiger Handbag License

On June 14, 2010, the Company entered into an agreement to reacquire from a licensee, prior to the expiration of the license, the rights to distribute Tommy Hilfiger handbags outside of the United States. The effective date of the transfer of the rights was December 31, 2010. In connection with this transaction, the Company made a payment of $7,349, based on the applicable exchange rate in effect on the acquisition date, to the former licensee during the second quarter of 2010.

Acquisition of Block Assets

The Company acquired in 2009 from Block Corporation (“Block”), a former licensee of Van Heusen and IZOD “big and tall” sportswear in the United States, inventories and inventory purchase commitments related to the licensed business. As part of this transaction, the license agreements between the Company and Block were terminated. The Company paid $5,699 during the first quarter of 2009 in connection with the transaction.

Acquisition of British Van Heusen Assets

The Company acquired in 2008 from The British Van Heusen Company Limited, a former licensee of Van Heusen men’s dresswear and accessories in the United Kingdom and Ireland, and one of its affiliates, certain assets (including inventories) of the licensed business. The Company paid $6,582, including transaction expenses, during 2008 in connection with the acquisition.

Acquisition of Mulberry Assets

The Company acquired in 2008 certain assets (including certain trademark licenses, inventories and receivables) of Mulberry Thai Silks, Inc., a manufacturer and distributor of neckwear in the United States. The Company acquired rights to produce and market neckwear under various brand names, including Kenneth Cole New York, Kenneth Cole Reaction, J. Garcia, Claiborne, Sean John, U.S. POLO ASSN. and Axcess in connection with this transaction. The Company paid $11,314 during 2008 in connection with the acquisition.

Acquisition of CMI

The Company acquired in January 2008 100% of the issued and outstanding shares of Confezioni Moda Italia, S.r.L. (“CMI”) from a subsidiary of The Warnaco Group, Inc. (The Warnaco Group, Inc. and its subsidiaries, separately and together, are referred to as “Warnaco.”) CMI is the licensee of the Calvin Klein Collection apparel and accessories businesses under agreements with the Company’s Calvin Klein, Inc. subsidiary. Warnaco acquired the shares of CMI in January 2008 and was obligated to operate the Calvin Klein Collection businesses through 2013. In return for the Company’s assuming ownership of CMI, Warnaco made a payment of $38,500 to the Company in the first quarter of 2008. Under the terms of the acquisition agreement, the amount paid to the Company is subject to certain refund provisions if the Company were to cease operating the Calvin Klein Collection businesses prior to 2012. The Company will amortize into income each year that it continues to operate such businesses the amount set forth in the acquisition agreement that would have been refunded to Warnaco for such year if the Company had ceased operating such businesses. Each amount so amortized is recorded in equal quarterly installments. As part of this transaction, the Company paid to Warnaco $17,146 in the first quarter of 2008 based on a percentage of Warnaco’s estimate of the net working capital of CMI as of the closing date. This amount was subject to adjustment. The Company subsequently adjusted during 2008 the preliminary allocation of the purchase price based on the Company’s calculation of the working capital of CMI as of the closing date. Pursuant to the process set forth in the amended acquisition agreement, the Company submitted its calculation of the closing date working capital to Warnaco and Warnaco had disputed the calculation. Such dispute was resolved in 2009. In connection with such resolution, Warnaco refunded to the Company $4,117 of the Company’s consideration paid for the acquisition.

Acquisition of Superba

The Company acquired in January 2007 substantially all of the assets of Superba, Inc. (“Superba”), a manufacturer and distributor of neckwear in the United States and Canada. Prior to the acquisition, the seller had been licensing the ARROW trademark from the Company for use on neckwear. In connection with the Superba acquisition, the Company was obligated to pay the seller contingent purchase price payments if the earnings of the acquired business exceeded certain targets in 2007, 2008 and 2009. Any such contingent purchase price payment was payable 90 days after the applicable fiscal year end. Such contingent purchase price payments totaled $14,517 in 2008 based on the actual calculation of 2007 earnings, as defined in the underlying asset purchase agreement, achieved by the acquired business. The acquired business did not achieve the minimum earnings in 2008 and 2009 required for a payout.

GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

4. GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill, by segment, were as follows:

	Heritage
	Brand			Heritage					Tommy
	Wholesale			Brand					Hilfiger		Tommy
	Dress			Wholesale		Calvin Klein			North		Hilfiger
	Furnishings			Sportswear		Licensing			America		International		Total

Balance as of February 1, 2009
Goodwill, gross	$	74,377		$	82,133	$	220,517		$	-	$	-	$	377,027
Accumulated impairment losses		-			-		-			-		-		-
Goodwill, net		74,377			82,133		220,517			-		-		377,027
Contingent purchase price payments to Mr. Calvin Klein		-			-		38,866			-		-		38,866
Goodwill from acquisition of Block assets		-			2,420		-			-		-		2,420
Currency translation		555			-		311			-		-		866
Balance as of January 31, 2010
Goodwill, gross		74,932			84,553		259,694			-		-		419,179
Accumulated impairment losses		-			-		-			-		-		-
Goodwill, net		74,932			84,553		259,694			-		-		419,179
Contingent purchase price payments to Mr. Calvin Klein		-			-		45,335			-		-		45,335
Goodwill from acquisition of Tommy Hilfiger		-			-		-			197,328		1,058,534		1,255,862
Goodwill from acquisition of Tommy Hilfiger handbag license		-			-		-			-		6,430		6,430
Disposal of goodwill		(4,157	)		-		-			-		-		(4,157	)
Currency translation		(186	)		-		(105	)		-		81,041		80,750
Balance as of January 30, 2011
Goodwill, gross		70,589			84,553		304,924			197,328		1,146,005		1,803,399
Accumulated impairment losses		-			-		-			-		-		-
Goodwill, net	$	70,589		$	84,553	$	304,924		$	197,328	$	1,146,005	$	1,803,399

The Company is required to make contingent purchase price payments to Mr. Calvin Klein in connection with the Company’s acquisition in 2003 of all of the issued and outstanding stock of Calvin Klein, Inc. and certain affiliated companies (collectively, “Calvin Klein”). Such payments are based on 1.15% of total worldwide net sales, as defined in the agreement (as amended) governing the Calvin Klein acquisition, of products bearing any of the Calvin Klein brands and are required to be made with respect to sales made through February 12, 2018. A significant portion of the sales on which the payments to Mr. Klein are made are wholesale sales by the Company and its licensees and other partners to retailers.

During the fourth quarter of 2010, the Company disposed of $4,157 of previously recorded goodwill in connection with the Company’s exit from its United Kingdom and Ireland Van Heusen dresswear and accessories business.

The Company’s intangible assets subject to amortization consisted of the following:

	Customer Relationships
	Gross
	Carrying		Accumulated
	Amount		Amortization			Net

Balance as of February 1, 2009	$	35,507	$	(4,931	)	$	30,576
Amortization		-		(2,368	)		(2,368	)
Balance as of January 31, 2010		35,507		(7,299	)		28,208
Amount recorded in connection with the acquisition of Tommy Hilfiger		138,724		-			138,724
Amortization		-		(9,529	)		(9,529	)
Currency translation		10,125		-			10,125
Balance as of January 30, 2011	$	184,356	$	(16,828	)	$	167,528

	Covenants Not to Compete
	Gross
	Carrying		Accumulated
	Amount		Amortization			Net

Balance as of February 1, 2009	$	600	$	(360	)	$	240
Amortization		-		(60	)		(60	)
Balance as of January 31, 2010		600		(420	)		180
Amount recorded in connection with the acquisition of Tommy Hilfiger		1,527		-			1,527
Amortization		-		(649	)		(649	)
Currency translation		88		-			88
Balance as of January 30, 2011	$	2,215	$	(1,069	)	$	1,146

	Order Backlog
	Gross
	Carrying		Accumulated
	Amount		Amortization			Net

Balance as of January 31, 2010	$	-	$	-		$	-
Amount recorded in connection with the acquisition of Tommy Hilfiger		31,818		-			31,818
Amortization		-		(32,287	)		(32,287	)
Currency translation		469		-			469
Balance as of January 30, 2011	$	32,287	$	(32,287	)	$	-

	License Rights
	Gross
	Carrying		Accumulated
	Amount		Amortization			Net

Balance as of February 1, 2009	$	3,606	$	(180	)	$	3,426
Amount recorded related to acquisition of Block assets		1,401		-			1,401
Amortization		-		(1,159	)		(1,159	)
Balance as of January 31, 2010		5,007		(1,339	)		3,668
Amount recorded related to acquisition of Tommy Hilfiger handbag license		919		-			919
Amortization		-		(723	)		(723	)
Currency translation		24		-			24
Balance as of January 30, 2011	$	5,950	$	(2,062	)	$	3,888

Customer relationships recorded in connection with the acquisition of Tommy Hilfiger are amortized principally over 15 years from the date of acquisition. Covenants not to compete recorded in connection with the Tommy Hilfiger acquisition are amortized over two years from the date of acquisition. Order backlog recorded in connection with the Tommy Hilfiger acquisition was amortized over six months from the date of acquisition. License rights recorded in connection with the acquisition of the Tommy Hilfiger handbag license are amortized over two years from the date the Company assumed control of the acquired business. As of January 30, 2011, the weighted average remaining life of the amortizable intangible assets recorded in connection with the acquisition of Tommy Hilfiger was 14.1 years.

Customer relationships and license rights recorded as of January 31, 2010 are amortized principally over 15 years from the date of the related acquisition. Covenants not to compete recorded as of January 31, 2010 are amortized over ten years from the date of acquisition.

At the end of 2010 and 2009, accumulated amortization for other intangible assets was $52,246 and $9,058, respectively.

Amortization expense, a portion of which is subject to exchange rate fluctuation, for the next five years related to the Company’s intangible assets is expected to be as follows:

2011	$	13,949
2012		13,333
2013		12,597
2014		12,597
2015		12,597

The Company’s intangible assets not subject to amortization consisted of the following:

			Perpetual
	Tradenames		License Rights		Total
Balance as of January 31, 2010	$	621,135	$	86,000	$	707,135
Amount recorded in connection with the acquisition of Tommy Hilfiger		1,635,417		-		1,635,417
Currency translation		85,915		-		85,915
Balance as of January 30, 2011	$	2,342,467	$	86,000	$	2,428,467

DEBT

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

DEBT

6. DEBT

Short-Term Borrowings

One of the Company’s subsidiaries has a Yen-denominated overdraft facility with a Japanese bank, which provides for borrowings of ¥1,000,000 (approximately $12,200 based on the Yen to United States dollar exchange rate in effect on January 30, 2011) and is utilized to fund working capital. Borrowings under the facility are unsecured and bear interest at the one month Japanese inter-bank borrowing rate (“TIBOR”) plus 0.15%. Such facility matures on July 19, 2011 and renews automatically unless the Company gives notice of termination. The outstanding balance was ¥400,000 (approximately $4,900 based on the Yen to United States dollar exchange rate in effect on January 30, 2011) as of January 30, 2011 with the balance of ¥600,000 (approximately $7,300 based on the Yen to United States dollar exchange rate in effect on January 30, 2011) remaining undrawn under the facility. The weighted average interest rate on the funds borrowed at January 30, 2011 was 0.33%.

Long-Term Debt

The carrying amounts of the Company’s long-term debt were as follows:

	2010		2009

Senior secured term loan A facility due 2015	$	437,789	$	-
Senior secured term loan B facility due 2016		1,226,611		-
7 3/8% senior unsecured notes due 2020		600,000		-
7 3/4% debentures due 2023		99,602		99,584
7 1/4% senior unsecured notes due 2011		-		150,000
8 1/8% senior unsecured notes due 2013		-		150,000
Total	$	2,364,002	$	399,584

Please refer to Note 10, “Fair Value Measurements,” for the fair value of the Company’s long-term debt as of January 30, 2011 and January 31, 2010.

Senior Secured Credit Facilities

On May 6, 2010, the Company entered into a new senior secured credit facility, which consists of a Euro-denominated term loan A facility, a United States dollar-denominated term loan A facility, a Euro-denominated term loan B facility, a United States dollar-denominated term loan B facility, a United States dollar-denominated revolving credit facility and two multi-currency (one United States dollar and Canadian dollar, and the other Euro, Japanese Yen and British Pound) revolving credit facilities. Subsequent to January 30, 2011, the Company amended and restated the senior secured credit facility. Please see Note 21, “Subsequent Events,” for a further discussion. The following discussion is of such facility as of January 30, 2011, without giving effect to such amendment and restatement. The senior secured credit facility provides for borrowings equal to an aggregate of approximately $2,375,000 (based on applicable exchange rates in effect on January 30, 2011), consisting of (i) an aggregate of approximately $1,920,000 of term loan facilities, which had been borrowed in full at May 6, 2010 and for which the Company made repayments totaling $250,000 during 2010; and (ii) approximately $455,000 of revolving credit facilities, under which the Company had no revolving credit borrowings and $138,316 of letters of credit outstanding as of January 30, 2011.

The term loan A facilities and the revolving credit facilities will mature on May 6, 2015 and the term loan B facilities will mature on May 6, 2016. Borrowings under the credit facilities bear interest at a rate equal to an applicable margin plus a variable rate, each of which is determined based on the jurisdiction of such borrowings. The terms of each of the term loan A and B facilities contain a mandatory repayment schedule on a quarterly basis, such that the total annual repayments are as follows:

	Term Loan
		A			B

Originally borrowed on May 6, 2010, based on the applicable exchange rate at that date	$	494,970		$	1,384,910

Percentage required to be repaid for the annual period ending May 6:
2011		5	%		1	%
2012		10	%		1	%
2013		15	%		1	%
2014		25	%		1	%
2015		45	%		1	%
2016		-			95	%

Additionally, in the event there is consolidated excess cash flow, as defined in the credit agreement, for any fiscal year, the Company is required to prepay a percentage of such amount based on its leverage ratio, as calculated in accordance with the credit agreement. Such amount will be reduced by any repayments made during the preceding fiscal year.

All repayments made under the term loan A and term loan B facilities are applied on a pro rata basis, determined by the amounts then outstanding under each. In addition, the Company has the ability to prepay at any time the outstanding borrowings under the new senior secured credit facility without penalty (other than customary breakage costs).

The United States dollar-denominated borrowings under the senior secured credit facility bear interest at a rate equal to an applicable margin plus, as determined at the Company’s option, either (a) a base rate determined by reference to the highest of (i) the prime rate, (ii) the United States federal funds rate plus 1/2 of 1% and (iii) a one-month adjusted Eurocurrency rate plus 1% (provided, that, in the case of the term loan A and B facilities, in no event will the base rate be deemed to be less than 2.75%); or (b) an adjusted Eurocurrency rate, calculated in a manner set forth in the senior secured credit facility (provided, that, in the case of the term loan A and B facilities, in no event will the adjusted Eurocurrency rate be deemed to be less than 1.75%).

Canadian dollar-denominated borrowings under the revolving credit facility bear interest at a rate equal to an applicable margin plus, as determined at the Company’s option, either (a) a Canadian prime rate determined by reference to the greater of (i) the average of the rates of interest per annum equal to the per annum rate of interest quoted, published and commonly known in Canada as the “prime rate” or which Royal Bank of Canada establishes at its main office in Toronto, Ontario as the reference rate of interest in order to determine interest rates for loans in Canadian dollars to its Canadian borrowers and (ii) the sum of (x) the average of the rates per annum for Canadian dollar bankers’ acceptances having a term of one month that appears on the Reuters Screen CDOR Page as of 10:00 a.m. (Toronto time) on the date of determination, as reported by the administrative agent (and if such screen is not available, any successor or similar service as may be selected by the administrative agent), and (y) 1%, or (b) an adjusted Eurocurrency rate, calculated in a manner set forth in the senior secured credit facility.

The borrowings under the senior secured credit facility in currencies other than United States dollars or Canadian dollars bear interest at a rate equal to an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner set forth in the senior secured credit facility (provided that, in the case of the term loan A and B facilities, in no event will the adjusted Eurocurrency rate be deemed to be less than 1.75%).

The initial applicable margins are (a) in the case of the United States dollar-denominated term loan A facility and the United States dollar-denominated term loan B facility, 3.00% for adjusted Eurocurrency rate loans and 2.00% for base rate loans, as applicable, (b) in the case of the Euro-denominated term loan A facility and the Euro-denominated term loan B facility, 3.25% and (c) in the case of the revolving credit facilities, (x) for borrowings denominated in United States dollars, 3.00% for adjusted Eurocurrency rate loans and 2.00% for base rate loans, as applicable, (y) for borrowings denominated in Canadian dollars, 3.00% for adjusted Eurocurrency rate loans and 2.00% for Canadian prime rate loans, as applicable, and (z) for borrowings denominated in other currencies, 3.25%. After the date of delivery of the compliance certificate and financial statements with respect to the Company’s period ending January 30, 2011, the applicable margin for borrowings under the term loan A facilities and the revolving credit facilities will be adjusted depending on the Company’s Leverage Ratio. The Company’s ability to pay cash dividends and make other restricted payments is limited, in each case, over specified amounts as defined in the indenture governing the facilities.

7 3/8% Senior Notes Due 2020

On May 6, 2010, the Company issued $600,000 principal amount of 7 3/8% senior notes due May 15, 2020. Interest on the 7 3/8% notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2010.

The Company may redeem some or all of these notes on or after May 15, 2015 at specified redemption prices. The Company may redeem some or all of these notes at any time prior to May 15, 2015 by paying a “make whole” premium. In addition, the Company may also redeem up to 35% of these notes prior to May 15, 2013 with the net proceeds of certain equity offerings. The Company’s ability to pay cash dividends and make other restricted payments is limited, in each case, over specified amounts as defined in the indenture governing the notes.

7 3/4% Debentures Due 2023

The Company has outstanding $100,000 of debentures due on November 15, 2023 with a yield to maturity of 7.80%. The debentures accrue interest at the rate of 7 3/4%, which is payable semi-annually. Pursuant to the indenture governing the debentures, the Company must maintain a certain level of stockholders’ equity in order to pay cash dividends and make other restricted payments, as defined in the indenture governing the debentures.

Prior Senior Secured Revolving Credit Facility

On May 6, 2010, the Company terminated its $325,000 secured revolving credit facility with JP Morgan Chase Bank, N.A., as the Administrative Agent and Collateral Agent, which was scheduled to expire in July 2012. The Company had no borrowings and $134,822 of outstanding letters of credit under this facility as of January 31, 2010.

Tender for and Redemption of 2011 Notes and 2013 Notes

The Company commenced tender offers on April 7, 2010 for (i) all of the $150,000 outstanding principal amount of its notes due 2011; and (ii) all of the $150,000 outstanding principal amount of its notes due 2013. The tender offers expired on May 4, 2010. On May 6, 2010, the Company accepted for purchase all of the notes tendered and made payment to tendering holders and called for redemption all of the balance of its outstanding 7 1/4% senior notes due 2011 and all of the balance of its outstanding 8 1/8% senior notes due 2013. The redemption prices of the notes due 2011 and 2013 were 100.000% and 101.354%, respectively, of the outstanding aggregate principal amount of each applicable note, plus accrued and unpaid interest thereon to the redemption date. On May 6, 2010, the Company made an irrevocable payment, including accrued and unpaid interest, to the trustee for the notes due 2011 and 2013. As a result, such notes were satisfied and effectively discharged as of May 6, 2010.

The Company incurred costs of $6,650 during the second quarter of 2010 on the extinguishment of its 7 1/4% senior notes due 2011 and its 8 1/8% senior notes due 2013.

Substantially all of the Company’s assets have been pledged as collateral to secure the Company’s obligations under its senior secured credit facilities, the 7 3/4% debentures due 2023 and contingent purchase price payments to Mr. Calvin Klein as discussed in Note 4, “Goodwill and Other Intangible Assets.”

Interest paid was $110,018, $31,824 and $31,839 in 2010, 2009 and 2008, respectively.

RETIREMENT AND BENEFIT PLANS

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

RETIREMENT AND BENEFIT PLANS

7. RETIREMENT AND BENEFIT PLANS

The Company has five noncontributory defined benefit pension plans covering substantially all employees resident in the United States who meet certain age and service requirements. For those vested (after five years of service), the plans provide monthly benefits upon retirement based on career compensation and years of credited service. The Company also has for certain of such employees an unfunded non-qualified supplemental defined benefit pension plan, which provides benefits for compensation in excess of Internal Revenue Service earnings limits and requires payments to vested employees upon, or shortly after, employment termination or retirement. The Company refers to these six plans as its “pension plans.”

As a result of the Company’s acquisition of Tommy Hilfiger, the Company also has for certain members of Tommy Hilfiger’s domestic senior management a supplemental executive retirement plan (“SERP Plan”), which is an unfunded non-qualified supplemental defined benefit pension plan. Such plan is frozen and, as a result, participants do not accrue additional benefits.

In addition to the defined benefit pension plans described above, the Company has a capital accumulation program (“CAP Plan”), which is an unfunded non-qualified supplemental defined benefit plan covering four current and 16 retired executives. Under the individual participants’ CAP Plan agreements, the participants will receive a predetermined amount during the 10 years following the attainment of age 65, provided that prior to the termination of employment with the Company, the participant has been in the CAP Plan for at least 10 years and has attained age 55.

The Company also provides certain postretirement health care and life insurance benefits to certain retirees resident in the United States. Retirees contribute to the cost of this plan, which is unfunded. During 2002, the postretirement plan was amended to eliminate benefits for active participants who, as of January 1, 2003, had not attained age 55 and 10 years of service.

Following is a reconciliation of the changes in the projected benefit obligation (pension plans, CAP Plan and SERP Plan) and the accumulated benefit obligation (postretirement plan) for each of the last two years:

	Pension Plans						CAP and SERP Plans						Postretirement Plan
	2010			2009			2010			2009			2010			2009

Beginning of year	$	283,639		$	245,081		$	15,205		$	13,751		$	22,668		$	21,596
Business acquisitions		-			-			15,693			-			-			-
Service cost		9,216			7,437			90			70			-			-
Interest cost		17,843			16,937			1,623			958			1,090			1,459
Benefit payments		(14,270	)		(13,757	)		(2,045	)		(1,383	)		-			-
Benefit payments, net of retiree contributions		-			-			-			-			(2,122	)		(2,168	)
Plan amendments		9			-			-			-			-			-
Medicare subsidy		-			-			-			-			114			115
Actuarial loss (gain)		22,611			27,941			62			1,809			(3,969	)		1,666
End of year	$	319,048		$	283,639		$	30,628		$	15,205		$	17,781		$	22,668

Following is a reconciliation of the fair value of the assets held by the Company’s pension plans and the plans’ funded status for each of the last two years:

	2010			2009

Fair value of plan assets, beginning of year	$	207,883		$	175,400
Actual return, net of plan expenses		30,438			35,563
Benefit payments		(14,270	)		(13,757	)
Company contributions		27,759			10,677
Fair value of plan assets, end of year	$	251,810		$	207,883

Funded status at end of year	$	(67,238	)	$	(75,756	)

Amounts recognized in the Company’s Consolidated Balance Sheets were as follows:

	Pension Plans						CAP and SERP Plans						Postretirement Plan
	2010			2009			2010			2009			2010			2009

Current liabilities	$	(3,753	)	$	(3,107	)	$	(2,295	)	$	(1,640	)	$	(2,014	)	$	(2,610	)
Non-current liabilities		(63,485	)		(72,649	)		(28,333	)		(13,565	)		(15,767	)		(20,058	)
Net amount recognized on balance sheet	$	(67,238	)	$	(75,756	)	$	(30,628	)	$	(15,205	)	$	(17,781	)	$	(22,668	)

Pre-tax amounts in accumulated other comprehensive income (loss) that, as of the end of each applicable fiscal year, had not yet been recognized as components of net benefit cost were as follows:

	Pension Plans						CAP and SERP Plans					Postretirement Plan
	2010			2009			2010			2009		2010			2009

Prior service credit	$	381		$	452		$	-		$	-	$	3,889		$	4,706
Net (loss) gain		(131,190	)		(126,926	)		(43	)		27		(2,010	)		(5,979	)
Total	$	(130,809	)	$	(126,474	)	$	(43	)	$	27	$	1,879		$	(1,273	)

Pre-tax amounts in accumulated other comprehensive income (loss) as of January 30, 2011 expected to be recognized as components of net benefit cost in 2011 were as follows:

				CAP and SERP		Postretirement
	Pension Plans			Plans		Plan

Prior service credit	$	62		$	-	$	817
Net (loss) gain		(10,174	)		9		(27	)
Total	$	(10,112	)	$	9	$	790

The pension plan assets are invested with the objective of being able to meet current and future benefit payment needs, while controlling pension expense volatility and future contributions. Plan assets are diversified among United States equities, international equities, fixed income investments and cash. The strategic target allocation as of January 30, 2011 was approximately 55% United States equities, 15% international equities and 30% fixed income investments. Equity securities primarily include investments in large-cap and mid-cap companies located in the United States and abroad. Fixed income securities include corporate bonds of companies from diversified industries, asset and mortgage backed securities, municipal bonds, collective funds and United States treasuries. Actual investment allocations may vary from the Company’s target investment allocations due to prevailing market conditions. The following tables show the fair value of total pension plan assets for each major category as of January 30, 2011 and January 31, 2010:

				Fair Value Measurements at
				January 30, 2011
Asset Category	Total			Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Equity securities:
U.S. equities(1)	$	53,609		$	53,609	$	-	$	-
International equities(1)		2,910			2,910		-		-
Global equity mutual fund(2)		13,376			13,376		-		-
U.S. equity commingled fund(3)		35,696			-		35,696		-
International equity commingled fund(4)		46,632			-		46,632		-
Fixed income securities:
U.S. treasury, government and agency securities(5)		3,610			-		3,610		-
Corporate securities(5)		25,617			-		25,617		-
Asset and mortgage backed securities(6)		13,969			-		13,969		-
U.S. bond commingled fund(7)		16,935			-		16,935		-
Short-term investment commingled fund(8)		36,789			-		36,789		-
Total return mutual fund(9)		4,183			4,183		-		-
Subtotal	$	253,326		$	74,078	$	179,248	$	-
Other assets and liabilities(10)		(1,516	)
Total	$	251,810

			Fair Value Measurements at
			January 31, 2010
Asset Category	Total		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Equity securities:
U.S. equities(1)	$	41,089	$	41,089	$	-	$	-
International equities(1)		2,332		2,332		-		-
Global equity mutual fund(2)		11,280		11,280		-		-
U.S. equity commingled fund(3)		30,300		-		30,300		-
International equity commingled fund(4)		40,790		-		40,790		-
Fixed income securities:
U.S. treasury, government and agency securities(5)		2,710		-		2,710		-
Corporate securities(5)		20,056		-		20,056		-
Asset and mortgage backed securities(6)		14,776		-		14,776		-
U.S. bond commingled fund(7)		16,111		-		16,111		-
Short-term investment commingled fund(8)		24,482		-		24,482		-
Total return mutual fund(9)		3,817		3,817		-		-
Subtotal	$	207,743	$	58,518	$	149,225	$	-
Other assets and liabilities(10)		140
Total	$	207,883

(1) Valued at the closing price in the active market in which the individual securities are traded.

(2)	Valued at the net asset value of the fund, as determined by the closing price in the active market in which the individual fund is traded. This fund invests in a portfolio of U.S. and international equities seeking long-term growth of principal and income.

(3)

Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. This fund invests in U.S. large cap equities that track the S&P 500 Index.

(4)

Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. This fund invests primarily in equities outside the U.S. seeking long-term capital appreciation.

(5)	Valued with bid evaluation pricing that uses actual trades in active markets when available as well as models with market inputs that include actual and comparable trade data, market benchmarks, broker quotes, trading spreads and/or other applicable data.

(6)	Valued with bid evaluation pricing using a combined market/income approach that includes discounted projected cash flows, comparable trade data, market benchmarks and/or other applicable data.

(7)

Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. This fund invests in fixed income securities to track to the Barclays Capital U.S. aggregate bond index.

(8)

(9)	Valued at the net asset value of the fund, as determined by the closing price in the active market in which the individual fund is traded. This fund invests in both equity securities and fixed income securities seeking a high total return.

(10) This category includes other pension assets and liabilities such as pending trades and accrued income.

The Company believes that there are no significant concentrations of risk within its plan assets at January 30, 2011.

In 2010 and 2009, all of the Company’s pension plans, including the Company’s unfunded supplemental pension plans, had projected and accumulated benefit obligations in excess of plan assets. The balances were as follows:

	2010		2009

Number of plans with projected benefit obligations in excess of plan assets		6		6
Aggregate projected benefit obligation	$	319,048	$	283,639
Aggregate fair value of related plan assets	$	251,810	$	207,883

Number of plans with accumulated benefit obligations in excess of plan assets		6		6
Aggregate accumulated benefit obligation	$	298,618	$	266,082
Aggregate fair value of related plan assets	$	251,810	$	207,883

The components of net benefit cost and other pre-tax amounts recognized in other comprehensive loss (income) in each of the last three years were as follows:

Net Benefit Cost Recognized in Selling, General and Administrative Expenses

	Pension Plans									CAP and SERP Plans									Postretirement Plan
	2010			2009			2008			2010			2009			2008			2010			2009			2008
Service cost, including plan expenses	$	9,516		$	7,637		$	7,925		$	90		$	70		$	74		$	-		$	-		$	-
Interest cost		17,843			16,937			15,831			1,623			958			987			1,090			1,459			1,423
Amortization of net loss (gain)		7,580			2,325			2,237			(8	)		(39	)		(169	)		-			258			271
Expected return on plan assets		(19,970	)		(20,028	)		(18,341	)		-			-			-			-			-			-
Amortization of prior service (credit) cost		(62	)		(30	)		39			-			-			-			(817	)		(817	)		(817	)
Curtailment loss		-			13			6			-			-			-			-			-			-
Total	$	14,907		$	6,854		$	7,697		$	1,705		$	989		$	892		$	273		$	900		$	877

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Income) Loss

	Pension Plans									CAP and SERP Plans							Postretirement Plan
	2010			2009			2008			2010		2009		2008			2010			2009			2008

Actuarial loss (gain)	$	11,844		$	12,207		$	88,541		$	62	$	1,809	$	(961	)	$	(3,969	)	$	1,666		$	(222	)
Effect of the adoption of the measurement date provisions of FASB guidance for retirement benefits		-			-			(129	)		-		-		-			-			-			44
Prior service cost		9			-			-			-		-		-			-			-			-
Amortization of prior service credit (cost)		62			16			(41	)		-		-		-			817			817			817
Amortization of net (loss) gain		(7,580	)		(2,325	)		(2,237	)		8		39		169			-			(258	)		(271	)
Loss (gain) recognized in other comprehensive (income) loss	$	4,335		$	9,898		$	86,134		$	70	$	1,848	$	(792	)	$	(3,152	)	$	2,225		$	368

Total recognized in net benefit cost and other comprehensive (income) loss	$	19,242		$	16,752		$	93,831		$	1,775	$	2,837	$	100		$	(2,879	)	$	3,125		$	1,245

Currently, the Company expects to make contributions of approximately $15,000 to its pension plans in 2011. Following are expected benefit payments associated with the Company’s pension plans, CAP Plan and SERP Plan, and expected benefit payments, net of retiree contributions, associated with the Company’s postretirement plan:

					Postretirement Plan
			CAP and SERP		Excluding Medicare		Expected Medicare
	Pension Plans		Plans		Subsidy Receipts		Subsidy Receipts

2011		16,526		2,295		2,122		108
2012		17,575		2,647		2,028		105
2013		17,623		2,742		1,930		100
2014		16,962		2,948		1,855		95
2015		18,636		2,787		1,756		89
2016-2020		111,098		19,437		7,170		341

The medical health care cost trend rate assumed for 2011 is 6.60% and is assumed to decrease by approximately 0.15% per year through 2022. Thereafter, the rate assumed is 5.0%. If the assumed health care cost trend rate increased or decreased by 1%, the aggregate effect on the service and interest cost components of the net postretirement benefit cost for 2010 and on the accumulated postretirement benefit obligation at January 30, 2011 would be as follows:

	1% Increase		1% Decrease

Impact on service and interest cost	$	66	$	(60	)
Impact on year-end accumulated postretirement benefit obligation	$	1,138	$	(1,028	)

Significant weighted average rate assumptions used in determining the projected and accumulated benefit obligations at the end of each year and benefit cost in the following year were as follows:

	2010			2009			2008

Discount rate		6.09	%		6.35	%		7.19	%
Rate of increase in compensation levels (applies to pension plans only)		4.30	%		4.29	%		4.28	%
Long-term rate of return on assets (applies to pension plans only)		8.25	%		8.25	%		8.25	%

To develop the expected weighted average long-term rate of return on assets assumption, the Company considered the historical level of the risk premium associated with the asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio.

The Company has savings and retirement plans and a supplemental savings plan for the benefit of its eligible employees who elect to participate. The Company matches a portion of employee contributions to the plans. The Company also has a defined contribution plan for certain employees associated with certain businesses acquired in the Tommy Hilfiger acquisition, whereby the Company pays a percentage of the contribution for the employee. The Company’s contributions to these plans were $9,898 (2010); $6,195 (2009) and $7,325 (2008).

INCOME TAXES

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

INCOME TAXES

8. INCOME TAXES

The domestic and foreign components of income before provision for income taxes were as follows:

	2010		2009		2008

Domestic	$	21,693	$	209,960	$	149,123
Foreign		54,880		1,623		(2,819	)
Total	$	76,573	$	211,583	$	146,304

Taxes paid were $40,169 (2010), $95,459 (2009) and $54,061 (2008).

The provision/(benefit) for income taxes attributable to the income consisted of:

	2010			2009			2008
Federal:
Current	$	8,992		$	26,349		$	61,478
Deferred		(11,167	)		4,929			(15,400	)
State and local:
Current		2,759			7,580			3,894
Deferred		1,305			(215	)		(2,919	)
Foreign:
Current		23,510			11,030			7,480
Deferred		(2,631	)		-			-
Total	$	22,768		$	49,673		$	54,533

The components of current and non-current deferred income tax assets/(liabilities) were as follows:

	2010			2009

Depreciation and amortization	$	5,972		$	(10,631	)
Employee compensation and benefits		35,235			26,728
Tax loss and credit carryforwards		108,463			6,215
Tax benefit on items in accumulated other comprehensive income (loss)		50,223			48,889
Book versus tax basis difference related to identifiable intangible assets		(691,280	)		(230,580	)
Business acquisition costs		7,626			(12,388	)
Other, net		57,363			4,426
Subtotal		(426,398	)		(167,341	)
Valuation allowance for foreign/state net operating loss carryforwards		(20,417	)		(3,487	)
Total	$	(446,815	)	$	(170,828	)

Included in the tax loss and credit carryforwards at the end of 2010 are state net operating loss carryforwards of $824,382, federal net operating loss carryforwards of $3,274, foreign net operating loss carryforwards of $338,462 and federal credit carryforwards of $37,814. The carryforwards expire principally between 2011 and 2015. The valuation allowance increase relates primarily to tax attributes (e.g. state and local and foreign net operating loss carryforwards) for which the Company currently believes it is more likely than not that a portion of these losses will not be realized. The deferred tax liability decreased $5,229 related to the reduction in the Netherlands tax rate. The components of the deferred taxes were recorded as follows: current deferred tax asset of $61,747 and non-current deferred tax liability of $508,562.

The Company’s provision for income taxes for the years ended 2010, 2009 and 2008 was different from the amount computed by applying the statutory United States federal income tax rates to the underlying income as follows:

	2010			2009			2008

Statutory federal tax rate		35.0	%		35.0	%		35.0	%
State and local income taxes, net of federal income tax benefit		5.3	%		2.3	%		1.1	%
International rate difference		(33.7	)%		0.0	%		0.0	%
Acquisition adjustments		30.5	%		0.0	%		0.0	%
Unrecognized tax benefits		(3.8	)%		(13.1	)%		2.1	%
Decrease in the Netherlands income tax rate		(6.8	)%		0.0	%		0.0	%
Other, net		3.2	%		(0.7	)%		(0.9	)%
Effective tax rate		29.7	%		23.5	%		37.3	%

The international rate difference in 2010 includes not only those taxes of general application but also taxes at special rates levied on income from certain jurisdictional activities. The Company expects to benefit from these special rates until 2021. The Company does not provide for deferred taxes on the excess of financial reporting over tax basis on its investments in the foreign subsidiaries that were part of the Tommy Hilfiger acquisition and that are essentially permanent in duration. The earnings that are permanently reinvested were $42,980. The determination of the additional deferred taxes on the excess has not been provided because it is not practicable due to complexities associated with the hypothetical calculation.

Unrecognized tax benefit activity for each year was as follows:

	2010			2009

Balance at beginning of year	$	34,466		$	88,910
Increase due to assumed Tommy Hilfiger positions		132,824			-
Increases related to prior year tax positions		331			2,964
Decreases related to prior year tax positions		(764	)		(13,417	)
Increases related to current year tax positions		11,623			9,492
Settlements		-			(24,083	)
Lapses in statute of limitations		(8,873	)		(29,400	)
Balance at end of year	$	169,607		$	34,466

The entire amount of unrecognized tax benefits as of January 30, 2011, if recognized, would reduce the future effective tax rate under current accounting provisions.

Interest and penalties related to unrecognized tax benefits are recorded in the Company’s income tax provision. Interest and penalties recognized in the Company’s Consolidated Income Statements totaled an expense of $2,125 and $3,155 for 2010 and 2009, respectively. Interest and penalties accrued in the Company’s Consolidated Balance Sheets as of January 30, 2011 and January 31, 2010 totaled $7,608 and $2,465, respectively. The Company records its liabilities for unrecognized tax benefits principally in Accrued Expenses and Other Liabilities on the Company’s Consolidated Balance Sheets based on the anticipated timing of relieving such liabilities.

The Company files income tax returns in the United States and in various foreign, state and local jurisdictions. With few exceptions, examinations have been completed by tax authorities or the statute of limitations has expired for United States federal, foreign, state and local income tax returns filed by the Company for years through 2005. It is reasonably possible that a reduction in a range of $7,000 to $9,000 of uncertain tax positions may occur within 12 months of January 30, 2011.

DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

9. DERIVATIVE FINANCIAL INSTRUMENTS

The Company entered into foreign currency forward exchange contracts with respect to €1,550,000 during 2010 in connection with the acquisition of Tommy Hilfiger to hedge against its exposure to changes in the exchange rate for the Euro, as a portion of the acquisition purchase price was payable in cash and denominated in Euros. Such foreign currency forward exchange contracts were not designated as hedging instruments. The Company settled the foreign currency forward exchange contracts at a loss of $140,490 on May 6, 2010 in connection with completing the acquisition. Such loss is reflected in Other Loss in the Company’s Consolidated Income Statements.

The Company has exposure to changes in foreign currency exchange rates related to certain anticipated cash flows associated with international inventory purchases of Tommy Hilfiger. To help manage this exposure, the Company periodically uses foreign currency forward exchange contracts. The Company does not use derivative financial instruments for trading or speculative purposes.

The Company records the foreign currency forward exchange contracts at fair value in its Consolidated Balance Sheets. Changes in fair value of foreign currency forward exchange contracts that are designated as effective hedging instruments are deferred in equity as a component of accumulated other comprehensive income (loss). No contracts were excluded from effectiveness testing. Changes in the fair value of foreign currency forward exchange contracts that are not designated as effective hedging instruments are immediately recognized in earnings.

The following table summarizes the fair value and presentation in the Consolidated Balance Sheets for the Company’s foreign currency forward exchange contracts related to inventory purchases:

	Asset Derivatives (Classified in Other Current Assets)				Liability Derivatives (Classified in Accrued Expenses)
	1/30/11		1/31/10		1/30/11		1/31/10

Designated hedges	$	417	$	-	$	12,572	$	-
Undesignated hedges		-		-		2,940		-
	$	417	$	-	$	15,512	$	-

At January 30, 2011, the notional amount of foreign currency forward exchange contracts outstanding was approximately $359,250. Such contracts expire between February 2011 and October 2012.

The following table summarizes the effect of the Company’s derivatives designated as hedging instruments, which consist of foreign currency forward exchange contracts for inventory purchases:

	Amount of Loss		Loss Reclassified from
	Recognized in Other		Accumulated Other Comprehensive			Loss Recognized in
	Comprehensive Income		Income (Loss) into Income (Expense)			Income (Expense) on Derivatives
	(Loss) on Derivatives		(Effective Portion)			(Ineffective Portion)
	(Effective Portion)		Location	Amount		Location	Amount
	2010	2009		2010	2009		2010	2009
$	(17,883)	$ -	Cost of goods sold	$(5,580)	$ -	Selling, general and administrative expenses	$(1,922)	$ -

The balance in accumulated other comprehensive income (loss) on foreign currency forward exchange contracts at January 30, 2011 will be recognized principally in the next 12 months in the Consolidated Income Statements as costs of goods sold as the underlying inventory is purchased and sold.

The following table summarizes the effect of the Company’s derivatives that were not designated as hedging instruments, which consist of foreign currency forward exchange contracts for inventory purchases:

Loss Recognized
in Income (Expense)
Location	Amount
	2010			2009
Selling, general and administrative expenses	$	(2,868	)	$	-

Please refer to Note 10, “Fair Value Measurements,” for disclosures on fair value measurements of the Company’s derivative financial instruments. The Company had no derivative financial instruments with credit risk related contingent features underlying the related contracts as of January 30, 2011.

FAIR VALUE MEASUREMENTS

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

FAIR VALUE MEASUREMENTS

10. FAIR VALUE MEASUREMENTS

FASB guidance for fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. It also establishes a three level hierarchy that prioritizes the inputs used to measure fair value. The three levels of the hierarchy are defined as follows:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 – Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

Level 3 – Unobservable inputs reflecting the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available.

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities that were required to be remeasured at fair value on a recurring basis during 2010:

Total Fair

Fair Value Measurement Using

Value at

Description

Level 1

Level 2

Level 3

1/30/11

Derivative instrument assets

N/A

417

N/A

417

Derivative instrument liabilities

N/A

15,512

N/A

15,512

Derivative instruments presented above represent foreign currency forward exchange contracts. The fair value of such instruments is measured as the United States dollars to be purchased, multiplied by the difference between (i) the forward rate as of January 30, 2011 and (ii) the settlement rate specified in each contract.

There were no financial assets or liabilities that were required to be remeasured at fair value on a recurring basis during 2009.

The following table shows the fair value of the Company’s non-financial assets and liabilities that were required to be remeasured at fair value on a nonrecurring basis (consisting of property and equipment) during 2010 and 2009, and the total impairments recorded as a result of the remeasurement process:

							Fair Value
							as of
	Fair Value Measurement Using						Impairment		Total
	Level 1		Level 2		Level 3		Date		Impairments

2010		N/A	$	200	$	91	$	291	$	13,900
2009		N/A	$	1,425	$	860	$	2,285	$	7,290

Long-lived assets with a carrying amount of $14,191 and $9,575 were written down to a fair value of $291 and $2,285 during 2010 and 2009, respectively. Fair value was determined based on the estimated discounted future cash flows associated with the assets using current sales trends and market participant assumptions, or on the quoted contractual selling prices of such assets, less the related selling costs, as applicable.

The carrying amounts and the fair values of the Company’s cash and cash equivalents, short-term borrowings and long-term debt for 2010 and 2009 were as follows:

	2010				2009
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value

Cash and cash equivalents	$	498,718	$	498,718	$	480,882	$	480,882
Short-term borrowings		4,868		4,868		-		-
Long-term debt		2,364,002		2,415,980		399,584		397,438

The fair values of cash and cash equivalents and short-term borrowings approximate their carrying values due to the short-term nature of these instruments. The Company estimates the fair value of its long-term debt using quoted market prices as of the last business day of the applicable year.

STOCK-BASED COMPENSATION

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

STOCK-BASED COMPENSATION

12. STOCK-BASED COMPENSATION

The Company’s 2006 Stock Incentive Plan (the “2006 Plan”) was approved at the Company’s Annual Meeting of Stockholders held in June 2006. The 2006 Plan replaced the Company’s then-existing 1997, 2000 and 2003 Stock Option Plans. The 1997, 2000 and 2003 Stock Option Plans terminated on the date of such approval, other than with respect to outstanding options under those plans, which continue to be governed by the respective plan under which they were granted. Shares issued as a result of stock-based compensation transactions generally have been funded with the issuance of new shares of the Company’s common stock.

The Company may grant the following types of incentive awards under the 2006 Plan: (i) non-qualified stock options (“NQs”); (ii) incentive stock options (“ISOs”); (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units (“RSUs”); (vi) performance shares; and (vii) other stock-based awards. Each award granted under the 2006 Plan is subject to an award agreement that incorporates, as applicable, the exercise price, the term of the award, the periods of restriction, the number of shares to which the award pertains, applicable performance period(s) and performance measure(s), and such other terms and conditions as the plan committee determines.

Through January 30, 2011, the Company has granted under the 2006 Plan: (i) service-based NQs and RSUs; (ii) contingently issuable performance shares; and (iii) RSUs that are intended to satisfy the performance-based condition for deductibility under Section 162(m) of the Internal Revenue Code. According to the terms of the 2006 Plan, for purposes of determining the number of shares available for grant, each share underlying a stock option award reduces the number available by one share and each share underlying an RSU or performance share award reduces the number available by three shares for awards made before April 29, 2009 and by two shares for awards made on or after April 29, 2009. The per share exercise price of options granted under the 2006 Plan cannot be less than the closing price of the common stock on the date of grant (the business day prior to the date of grant for awards granted prior to September 21, 2006).

The Company currently has service-based NQs and ISOs outstanding under its 1997, 2000 and 2003 Stock Option Plans. Such options were granted with an exercise price equal to the closing price of the common stock on the business day immediately preceding the date of grant.

Net income for 2010, 2009 and 2008 included $33,281, $14,456 and $10,527, respectively, of pre-tax expense related to stock-based compensation.

Options currently outstanding are generally cumulatively exercisable in four equal annual installments commencing one year after the date of grant. The vesting of options outstanding is also generally accelerated upon retirement (as defined in the applicable plan). Options are generally granted with a 10-year term.

The Company estimates the fair value of stock options granted at the date of grant using the Black-Scholes-Merton model. The estimated fair value of the options, net of estimated forfeitures, is expensed on a straight-line basis over the options’ vesting period. At January 30, 2011, there was $8,814 of unrecognized pre-tax compensation expense, net of estimated forfeitures, related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.9 years.

The following summarizes the assumptions used to estimate the fair value of service-based stock options granted in each year:

	2010			2009			2008

Weighted average risk-free interest rate		2.63	%		2.58	%		2.79	%
Weighted average expected option term (in years)		6.25			6.59			6.25
Weighted average expected volatility		42.60	%		38.92	%		29.49	%
Expected annual dividends per share	$	0.15		$	0.15		$	0.15
Weighted average estimated fair value per option	$	26.67		$	11.16		$	12.16

The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected option term. The expected option term represents the weighted average period of time that options granted are expected to be outstanding, based on vesting schedules and the contractual term of the options. Expected volatility is based on the historical volatility of the Company’s common stock over a period of time corresponding to the expected option term. Expected dividends are based on the Company’s common stock cash dividend rate at the date of grant.

The Company has continued to utilize the simplified method to estimate the expected term for its “plain vanilla” stock options granted due to a lack of relevant historical data resulting, in part, from changes in the pool of employees receiving option grants and changes in the vesting schedule of certain grants. The Company will continue to evaluate the appropriateness of utilizing such method.

Service-based stock option activity for the year was as follows:


			Range of Exercise					Weighted Average
	Options		Prices Per Option					Price Per Option

Outstanding at January 31, 2010		3,616	$	9.13	-	$	60.35	$	30.16
Granted		170		56.04	-		61.60		60.18
Exercised		931		9.13	-		58.60		25.68
Cancelled		2		22.79	-		35.63		28.27
Outstanding at January 30, 2011		2,853	$	12.34	-	$	61.60	$	33.41
Exercisable at January 30, 2011		1,908	$	12.34	-	$	60.35	$	31.93

The aggregate grant date fair value of service-based options granted during 2010, 2009 and 2008 was $4,528, $7,397 and $4,050, respectively.

The aggregate grant date fair value of service-based options that vested during 2010, 2009 and 2008 was $4,259, $7,831 and $8,176, respectively.

At January 30, 2011, the aggregate intrinsic value of service-based options issued and outstanding and service-based options exercisable was $70,796 and $49,933, respectively. The aggregate intrinsic value of service-based options exercised was $32,389, $6,380 and $4,741 in 2010, 2009 and 2008, respectively.

The weighted average remaining contractual life of service-based options outstanding and service-based options exercisable at January 30, 2011 was 5.7 and 4.5 years, respectively.

RSUs granted to employees generally vest in three annual installments (25%, 25% and 50%) commencing two years after the date of grant. Service-based RSUs granted to non-employee directors vest in four equal annual installments commencing one year after the date of grant for awards granted prior to 2010 and vest in full one year after the date of grant for awards granted in 2010. The underlying RSU award agreements generally provide for accelerated vesting upon the award recipient’s retirement (as defined in the 2006 Plan). The fair value of service-based RSUs is equal to the closing price of the Company’s common stock on the date of grant and is expensed, net of estimated forfeitures, on a straight-line basis over the RSUs’ vesting period.

RSU activity for the year was as follows:

			Weighted Average
			Grant Date
	RSUs		Fair Value

Non-vested at January 31, 2010		734	$	35.85
Granted		188		59.49
Vested		90		44.55
Cancelled		18		41.24
Non-vested at January 30, 2011		814	$	40.24

The aggregate grant date fair value of RSUs granted during 2010, 2009 and 2008 was $11,210, $11,369 and $11,319, respectively. The aggregate grant date fair value of RSUs vested during 2010, 2009 and 2008 was $4,021, $2,442 and $196, respectively.

At January 30, 2011, there was $12,644 of unrecognized pre-tax compensation expense, net of estimated forfeitures, related to non-vested RSUs, which is expected to be recognized over a weighted average period of 1.9 years.

The Company granted restricted stock to certain of Tommy Hilfiger’s management employees in connection with the Company’s acquisition of Tommy Hilfiger. The restricted stock is not subject to the 2006 Plan but its grant was approved by the Company’s Board of Directors. The shares of restricted stock are registered in the names of each such employee and are held in a third-party escrow account until they vest, at which time the stock will be delivered to the applicable employee. The restricted stock generally vests upon the second anniversary of the date of the closing of the acquisition.

The fair value of restricted stock is equal to the closing price of the Company’s common stock on the date of grant (the closing date of the acquisition) and is expensed, net of forfeitures, on a straight-line basis over the restricted stock’s vesting period.

Restricted stock activity for the year was as follows:

			Weighted Average
	Restricted		Grant Date
	Stock		Fair Value

Non-vested at January 31, 2010		-	$	-
Granted		351		60.41
Vested		1		60.41
Non-vested at January 30, 2011		350	$	60.41

No restricted stock was granted during 2009 or 2008. The aggregate grant date fair value of restricted stock granted during 2010 was $21,196. The aggregate grant date fair value of restricted stock vested during 2010 was $60.

At January 30, 2011, there was $12,955 of unrecognized pre-tax compensation expense, net of estimated forfeitures, related to non-vested restricted stock, which is expected to be recognized over a weighted average period of 1.3 years.

The Company granted contingently issuable performance share awards to all of the Company’s senior executives (other than senior executives of Tommy Hilfiger) during the second quarter of 2010 subject to a performance period of three years. The Company granted contingently issuable performance share awards to all then-executive officers of the Company during the first quarter of 2010 and the first quarter of 2008, subject to performance periods of two and three years, respectively. The holders of the awards granted during 2008 earned an aggregate of 28 shares as a result of the Company’s performance during such three-year period. For the awards granted during 2010, the final number of shares that will be earned, if any, is contingent upon the Company’s achievement of goals for each of the performance periods based on earnings per share growth during the applicable performance cycle. Depending on the level of earnings per share achieved, up to a total number of 611 shares could be issued for all non-vested performance share awards granted in 2010. The Company records expense for the contingently issuable performance shares ratably over each applicable vesting period based on fair value and the Company’s current expectations of the probable number of shares that will ultimately be issued. The fair value of the contingently issuable performance shares is equal to the closing price of the Company’s common stock on the date of grant, reduced for the present value of any dividends expected to be paid on the Company’s common stock during the performance cycle, as these contingently issuable performance shares do not accrue dividends prior to being earned.

Performance share activity for the year was as follows:

			Weighted Average
	Performance		Grant Date
	Shares		Fair Value

Non-vested at January 31, 2010		89	$	41.80
Granted		611		52.69
Vested		28		41.80
Cancelled		61		41.80
Non-vested at January 30, 2011		611	$	52.69

No performance shares were granted during 2009. The aggregate grant date fair value of performance shares granted during 2010 and 2008 was $32,203 and $3,722, respectively. The aggregate grant date fair value of performance shares vested during 2010, 2009 and 2008 was $1,202, $1,176 and $256, respectively.

At January 30, 2011, based on the Company’s current estimate of the most likely number of shares that will ultimately be issued, there was $21,263 of unrecognized pre-tax compensation expense related to non-vested performance shares, which is expected to be recognized over a weighted average period of 2.1 years.

The Company receives a tax deduction for certain transactions associated with its stock plan awards. The actual income tax benefits realized from these transactions were $14,077, $2,900 and $1,537 in 2010, 2009 and 2008, respectively. Of those amounts, $9,333, $1,269 and $1,158, respectively, were reported as excess tax benefits. Excess tax benefits arise when the actual tax benefit resulting from a stock plan award transaction exceeds the tax benefit associated with the grant date fair value of the related stock award.

Total stock awards available for grant at January 30, 2011 amounted to 3,295 shares.

ACTIVITY EXIT COSTS AND ASSET IMPAIRMENTS

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

ACTIVITY EXIT COSTS AND ASSET IMPAIRMENTS

15. ACTIVITY EXIT COSTS AND ASSET IMPAIRMENTS

Tommy Hilfiger Integration and Exit Costs

In connection with the Company’s acquisition of Tommy Hilfiger in 2010 and the related integration, the Company incurred certain costs related to severance and termination benefits, long-lived asset impairments, inventory liquidations and lease/contract terminations, including costs associated with the exit of certain Tommy Hilfiger product categories. Such costs were as follows:

	Total
	Expected		Incurred
	to be		During		Liability
	Incurred		2010		at 1/30/11

Severance, termination benefits and other costs	$	25,293	$	19,793	$	16,258
Long-lived asset impairments		11,017		11,017		-
Inventory liquidation costs		2,583		2,583		-
Lease/contract termination and related costs		18,665		3,165		3,165
Total	$	57,558	$	36,558	$	19,423

The charges for severance, termination benefits and other costs for 2010 were principally included in selling, general and administrative expenses of the Company’s Tommy Hilfiger North America segment and the lease/contract termination and related costs were principally included in selling, general and administrative expenses of the Company’s Tommy Hilfiger International segment. Inventory liquidation costs were included in cost of goods sold of the Company’s Tommy Hilfiger North America segment (see Note 18, “Segment Data”).

Long-lived asset impairments reflected in the above table consist of the following:

During the fourth quarter of 2010, the Company made a decision to exit certain Tommy Hilfiger product categories. The Company’s decision was an impairment indicator in the fourth quarter of 2010 that required the Company to evaluate whether the net book value of the long-lived assets associated with these businesses was recoverable. Based on this evaluation, the Company determined that certain of these long-lived assets were not recoverable and recorded impairment charges in selling, general and administrative expenses of $9,140 principally in the Tommy Hilfiger North America segment.

During the third quarter of 2010 the Company granted a licensee the exclusive right to use the Tommy Hilfiger trademark for children’s apparel in the United States and Canada. In connection with this agreement, certain assets related to the Tommy Hilfiger children’s apparel business were sold to the licensee. The Company recorded a long-lived asset impairment charge of $1,877 related to this transaction, which represented the net book value of the assets sold to the licensee, net of cash proceeds received. The impairment charge in 2010 was recorded in selling, general and administrative expenses for the Tommy Hilfiger North America segment.

UK and Ireland Van Heusen Exit Costs

In connection with the Company’s exit from its United Kingdom and Ireland Van Heusen dresswear and accessories business during the fourth quarter of 2010, the Company incurred lease termination, severance, termination benefits and other costs and a loss on the liquidation of a foreign operation and disposed of previously recorded goodwill. Such costs were as follows:

	Total
	Expected		Incurred
	to be		During		Liability
	Incurred		2010		at 1/30/11

Severance, termination benefits and other costs	$	759	$	759	$	406
Lease termination costs		795		795		324
Loss on liquidation of foreign operation		841		841		-
Disposal of goodwill		4,157		4,157		-
Total	$	6,552	$	6,552	$	730

The charges for severance, termination benefits and other costs, the loss on the liquidation of a foreign operation, lease termination costs and the disposal of goodwill for 2010 were included in selling, general and administrative expenses of the Company’s Heritage Brand Wholesale Dress Furnishings segment (see Note 18, “Segment Data”).

Other Restructuring Costs

The Company announced in the fourth quarter of 2008 that it initiated a series of actions to respond to the difficult economic conditions that existed during the second half of 2008 and were expected to (and did) continue into 2009 by restructuring certain of its operations and implementing a number of other cost reduction efforts. These restructuring initiatives were substantially completed during 2009.

Costs associated with the exit activities were incurred in 2009 and 2008 as follows:

	Incurred		Incurred
	During 2009		During 2008

Severance, termination benefits and other costs	$	9,467	$	16,742
Long-lived asset impairments		1,494		3,759
Lease termination costs		14,936		1,077
Total	$	25,897	$	21,578

As of January 30, 2011, substantially all of these costs had been paid.

The costs incurred associated with the restructuring were included principally in selling, general and administrative expenses of the Company’s segments as follows:

	Incurred		Incurred
	During 2009		During 2008

Heritage Brand Wholesale Dress Furnishings	$	541	$	8,354
Heritage Brand Wholesale Sportswear		701		3,587
Heritage Brand Retail		2,341		1,848
Other (Calvin Klein Apparel)		17,134		2,467
Calvin Klein Licensing		-		486
Corporate		5,180		4,836
Total	$	25,897	$	21,578

Geoffrey Beene Outlet Retail Activity Exit Costs

During 2008, the Company determined that it would not renew its license agreements to operate Geoffrey Beene outlet retail stores and executed a plan to close its Geoffrey Beene outlet retail division. This decision was based on the division not materially or consistently contributing to the Company’s overall profitability. The Geoffrey Beene outlet retail division operated approximately 100 stores at the time the announcement was made to close the division. A limited number of the store locations were converted to the Calvin Klein outlet retail format and the remainder were closed during 2008.

Costs associated with the closure of the Company’s Geoffrey Beene outlet retail division were incurred in 2008 as follows:

Severance, termination benefits and other costs	$	3,064
Long-lived asset impairments		6,715
Inventory liquidation costs		5,375
Lease termination costs		3,094
Total	$	18,248

As of February 1, 2009, substantially all of these costs had been paid. The costs for asset impairments, lease terminations, severance, termination benefits and other costs were included in selling, general and administrative expenses of the Heritage Brand Retail segment. Inventory liquidation costs were included in cost of goods sold of the Heritage Brand Retail segment.

Other Asset Impairments

The financial performance in certain of the Company’s outlet and specialty retail stores was an impairment indicator in the third and fourth quarters of 2010 that required the Company to evaluate whether the net book value of the long-lived assets in such stores was recoverable. Based on this evaluation, the Company determined that the long-lived assets in certain stores were not recoverable and recorded impairment charges in selling, general and administrative expenses of $2,883 in 2010, of which $433 was recorded in the Heritage Brand Retail segment, $25 was recorded in the Other (Calvin Klein Apparel) segment, $223 was recorded in the Tommy Hilfiger North America segment and $2,202 was recorded in the Tommy Hilfiger International segment.

The financial performance in certain of the Company’s outlet retail stores was an impairment indicator in the third quarter of 2009 that required the Company to evaluate whether the net book value of the long-lived assets in such stores was recoverable. Based on this evaluation, the Company determined that the long-lived assets in certain stores were not recoverable and recorded impairment charges in selling, general and administrative expenses of $5,796 in 2009, of which $1,721 was recorded in the Heritage Brand Retail segment and $4,075 was recorded in the Other (Calvin Klein Apparel) segment.

Comparable store sales declines and the overall level of profitability in 2008 in the Company’s retail businesses, particularly during the holiday selling season, was an impairment indicator which caused the Company to evaluate whether the net book value of the long-lived assets in the Company’s retail stores was recoverable. Based on these evaluations, the Company determined that the long-lived assets in certain stores were not recoverable and recorded impairment charges in selling, general and administrative expenses of $61,985, of which $16,644 was recorded in the Heritage Brand Retail segment and $45,341 was recorded in the Other (Calvin Klein) segment.

The impairments recorded in 2010, 2009 and 2008 were determined by comparing the expected undiscounted future cash flows associated with the assets to the carrying amount of the long-lived assets. The net book value of the long-lived assets in excess of the fair value of assets that were deemed not recoverable was written off. Fair value in 2010 and 2009 was determined based on the estimated discounted future cash flows associated with the assets using current sales trends and market participant assumptions. Fair value in 2008 was estimated based on the estimated recovery value of the assets.

SEGMENT DATA

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

SEGMENT DATA

18. SEGMENT DATA

The acquisition of Tommy Hilfiger has impacted significantly the way the Company and its Chief Executive Officer (chief operating decision maker) manage and analyze its operating results. As such, the Company has changed the way it reports its segment data. Prior year periods have been restated in order to present that information on a basis consistent with the current year.

The Company manages its operations through its operating divisions, which are aggregated into seven reportable segments: (i) Heritage Brand Wholesale Dress Furnishings; (ii) Heritage Brand Wholesale Sportswear; (iii) Heritage Brand Retail; (iv) Calvin Klein Licensing; (v) Tommy Hilfiger North America; (vi) Tommy Hilfiger International; and (vii) Other (Calvin Klein Apparel).

Heritage Brand Wholesale Dress Furnishings Segment - This segment consists of the Company’s heritage brand wholesale dress furnishings division. This segment derives revenue primarily from marketing both dress shirts and neckwear under the brand names ARROW, IZOD, Eagle, Sean John, Trump (marketed as Donald J. Trump Signature Collection prior to January 1, 2010), Kenneth Cole New York, Kenneth Cole Reaction, JOE Joseph Abboud, DKNY, Elie Tahari, J. Garcia, Ike Behar and MICHAEL Michael Kors, as well as dress shirts under the brand names Van Heusen, Geoffrey Beene and CHAPS and neckwear under the brand names Nautica, Ted Baker, Jones New York, Michael Kors Collection, Claiborne, U.S. POLO ASSN., Axcess, Hart Schaffner Marx, Bass and Robert Graham. In addition, the Company sold dress shirts under the BCBG Max Azria and BCBG Attitude brand names into the fourth quarter of 2009. The Company markets its dress shirt and neckwear brands, as well as various private label brands, primarily to department, mid-tier department and specialty stores.

Heritage Brand Wholesale Sportswear Segment - The Company aggregates the results of its heritage brand wholesale sportswear divisions into the Heritage Brand Wholesale Sportswear segment. This segment derives revenue primarily from marketing men’s sportswear under the brand names Van Heusen, IZOD, Geoffrey Beene, ARROW and Timberland, and women’s sportswear under the brand name IZOD to department, mid-tier department and specialty stores.

Heritage Brand Retail Segment - The Company aggregates the results of its three heritage brand retail divisions into the Heritage Brand Retail segment. This segment derives revenue principally from operating retail stores, primarily in outlet centers in the United States, which sell apparel, footwear, accessories and related products under the brand names Van Heusen, IZOD, Bass and G.H. Bass & Co. In addition, into the fourth quarter of 2008, the Company operated retail stores under the brand name Geoffrey Beene. The Company announced during 2008 that it would not renew its license to operate outlet retail stores and ceased operations of its Geoffrey Beene outlet retail division during the fourth quarter of 2008. Please see Note 15, “Activity Exit Costs and Asset Impairments,” for details of the closure.

Calvin Klein Licensing Segment - The Company aggregates the results of its Calvin Klein licensing and advertising division into the Calvin Klein Licensing segment. This segment derives revenue principally from licensing and similar arrangements worldwide relating to the use by third parties of the brand names Calvin Klein Collection, ck Calvin Klein and Calvin Klein for a broad array of products and retail services. This segment also derives revenue from the Company’s Calvin Klein Collection wholesale business and from selling Calvin Klein Collection branded high-end collection apparel and accessories through the Company’s own full price Calvin Klein Collection retail store located in New York City, both of which the Company operates directly in support of the global licensing business.

Tommy Hilfiger North America Segment - The Company aggregates the results of its Tommy Hilfiger wholesale and retail divisions in North America into the Tommy Hilfiger North America segment. This segment derives revenue principally from (i) marketing Tommy Hilfiger branded apparel and related products at wholesale in the United States and Canada, primarily to department and specialty stores, and through licensees; and (ii) operating retail stores in the United States and Canada and an e-commerce website, which sell Tommy Hilfiger branded apparel, accessories and related products.

Tommy Hilfiger International Segment - The Company aggregates the results of its Tommy Hilfiger wholesale and retail divisions that operate outside of North America into the Tommy Hilfiger International segment. This segment derives revenue principally from (i) marketing Tommy Hilfiger branded apparel and related products at wholesale principally in Europe, primarily to department and specialty stores and franchise operators of Tommy Hilfiger stores, and through distributors and licensees; and (ii) operating retail stores and an e-commerce website in Europe and retail stores in Japan, which sell Tommy Hilfiger branded apparel, accessories and related products.

Other (Calvin Klein Apparel) Segment - The Company aggregates the results of its Calvin Klein apparel divisions into the Other (Calvin Klein Apparel) segment. This segment derives revenue from the Company’s marketing at wholesale of apparel and related products under the brand names Calvin Klein and ck Calvin Klein, primarily to department, mid-tier department and specialty stores, and at retail through the Company’s e-commerce website and Calvin Klein retail stores, which are primarily located in outlet centers in the United States.

The following tables present summarized information by segment:

	2010		2009		2008

Revenue – Heritage Brand Wholesale Dress Furnishings
Net sales	$	523,901	$	489,845	$	480,881
Royalty revenue		5,815		5,859		7,064
Advertising and other revenue		2,689		1,681		2,613
Total		532,405		497,385		490,558

Revenue – Heritage Brand Wholesale Sportswear
Net sales		568,447		473,101		501,675
Royalty revenue		10,731		10,133		11,355
Advertising and other revenue		1,764		1,931		3,254
Total		580,942		485,165		516,284

Revenue – Heritage Brand Retail
Net sales		638,902		610,337		692,936	(1)
Royalty revenue		5,023		4,361		4,878
Advertising and other revenue		842		795		1,307
Total		644,767		615,493		699,121

Revenue – Calvin Klein Licensing
Net sales		38,326		32,696		33,411
Royalty revenue		247,825		221,673		213,255
Advertising and other revenue		94,596		81,544		87,493
Total		380,747		335,913		334,159

Revenue – Tommy Hilfiger North America
Net sales		889,630		-		-
Royalty revenue		11,558		-		-
Advertising and other revenue		3,257		-		-
Total		904,445		-		-

Revenue – Tommy Hilfiger International
Net sales		1,007,776		-		-
Royalty revenue		28,690		-		-
Advertising and other revenue		4,319		-		-
Total		1,040,785		-		-

Revenue – Other (Calvin Klein Apparel)
Net sales		552,757		464,775		451,813
Total		552,757		464,775		451,813

Total Revenue
Net sales		4,219,739		2,070,754		2,160,716
Royalty revenue		309,642		242,026		236,552
Advertising and other revenue		107,467		85,951		94,667
Total(2)	$	4,636,848	$	2,398,731	$	2,491,935

	2010			2009			2008

Income before interest and taxes – Heritage Brand Wholesale Dress Furnishings	$	65,963	(4)	$	56,066	(6)	$	59,765	(6)

Income before interest and taxes – Heritage Brand Wholesale Sportswear		56,546			51,437	(7)		62,963	(7)

Income (loss) before interest and taxes – Heritage Brand Retail		45,387			28,829	(8)		(23,670	)(8)

Income before interest and taxes – Calvin Klein Licensing		172,928			154,834			150,094	(9)

Income before interest and taxes – Tommy Hilfiger North America		37,554	(5)		-			-

Income before interest and taxes – Tommy Hilfiger International		51,653	(5)		-			-

Income (loss) before interest and taxes – Other (Calvin Klein Apparel)		73,059			17,195	(10)		(17,505	)(10)

Loss before interest and taxes – Corporate(3)		(299,695	)(5)		(64,549	)(11)		(57,899	)(11)

Income before interest and taxes	$	203,395		$	243,812		$	173,748

(1)	Revenue for the Heritage Brand Retail segment for 2008 includes $94,885 associated with the Company’s Geoffrey Beene outlet retail division, which was closed during 2008.

(2)	Macy’s, Inc. accounted for 10.1%, 11.9% and 11.5% of the Company’s revenue in 2010, 2009 and 2008, respectively. This revenue is reported in the Heritage Brand Wholesale Dress Furnishings, Heritage Brand Wholesale Sportswear, Other (Calvin Klein Apparel) and Tommy Hilfiger North America segments.

(3)	Includes corporate expenses not allocated to any reportable segments. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance and information technology related to corporate infrastructure.

(4)	Income before interest and taxes for 2010 includes costs of $6,552 associated with the Company’s exit from its United Kingdom and Ireland Van Heusen dresswear and accessories business.

(5)

Income (loss) before interest and taxes for 2010 includes costs of $338,317 associated with the Company’s acquisition and integration of Tommy Hilfiger, including transaction, restructuring, exit and debt extinguishment costs, short-lived non-cash valuation amortization charges and the effects of hedges against Euro to U.S. dollar exchange rates related to the purchase price. Such costs were included in the Company’s segments as follows: $51,946 in Tommy Hilfiger North America; $62,844 in Tommy Hilfiger International; and $223,527 in corporate expenses not allocated to any reportable segments.

(6)

Income before interest and taxes for the Heritage Brand Wholesale Dress Furnishings segment for 2009 and 2008 includes costs associated with the Company’s restructuring initiatives announced during the fourth quarter of 2008. Please see the section entitled “Other Restructuring Costs” in Note 15, “Activity Exit Costs and Asset Impairments,” for a further discussion.

(7)

Income before interest and taxes for the Heritage Brand Wholesale Sportswear segment for 2009 and 2008 includes costs associated with the Company’s restructuring initiatives announced during the fourth quarter of 2008. Please see the section entitled “Other Restructuring Costs” in Note 15, “Activity Exit Costs and Asset Impairments,” for a further discussion.

(8)

Income (loss) before interest and taxes for the Heritage Brand Retail segment for 2009 and 2008 includes costs associated with the Company’s restructuring initiatives announced during the fourth quarter of 2008 and long-lived asset impairments. Loss before interest and taxes for the Heritage Brand Retail segment for 2008 also includes costs associated with the closing of the Company’s Geoffrey Beene outlet retail division. Please see the sections entitled “Geoffrey Beene Outlet Retail Activity Exit Costs,” “Other Restructuring Costs” and “Other Asset Impairments” in Note 15, “Activity Exit Costs and Asset Impairments,” for a further discussion.

(9)

Income before interest and taxes for the Calvin Klein Licensing segment for 2008 includes costs associated with the Company’s restructuring initiatives announced during the fourth quarter of 2008. Please see the section entitled “Other Restructuring Costs” in Note 15, “Activity Exit Costs and Asset Impairments,” for a further discussion.

(10)

Income (loss) before interest and taxes for the Other (Calvin Klein Apparel) segment for 2009 and 2008 includes costs associated with the Company’s restructuring initiatives announced during the fourth quarter of 2008 and long-lived asset impairments. Please see the sections entitled “Other Restructuring Costs” and “Other Asset Impairments” in Note 15, “Activity Exit Costs and Asset Impairments,” for a further discussion.

(11)

Loss before interest and taxes for 2009 and 2008 includes costs associated with the Company’s restructuring initiatives announced during the fourth quarter of 2008. Please see the section entitled “Other Restructuring Costs” in Note 15, “Activity Exit Costs and Asset Impairments,” for a further discussion.

Intersegment transactions consist of transfers of inventory principally between the Heritage Brand Wholesale Dress Furnishings segment and the Heritage Brand Retail and Other (Calvin Klein Apparel) segments. These transfers are recorded at cost plus a standard markup percentage. Such markup is eliminated in the Heritage Brand Retail and Other (Calvin Klein Apparel) segments.

	2010		2009		2008
Identifiable Assets
Heritage Brand Wholesale Dress Furnishings	$	296,299	$	278,101	$	269,511
Heritage Brand Wholesale Sportswear		297,780		249,864		240,415
Heritage Brand Retail		98,496		97,837		112,735
Calvin Klein Licensing		1,014,231		925,832		872,453
Tommy Hilfiger North America		1,167,734		-		-
Tommy Hilfiger International		3,170,919		-		-
Other (Calvin Klein Apparel)		144,492		134,515		157,961
Corporate		545,383		653,530		547,109
Total	$	6,735,334	$	2,339,679	$	2,200,184
Depreciation and Amortization
Heritage Brand Wholesale Dress Furnishings	$	6,003	$	7,606	$	7,190
Heritage Brand Wholesale Sportswear		5,084		6,425		4,610
Heritage Brand Retail		9,905		12,443		16,828
Calvin Klein Licensing		2,785		3,631		3,045
Tommy Hilfiger North America		31,527		-		-
Tommy Hilfiger International		72,339		-		-
Other (Calvin Klein Apparel)		13,563		14,535		17,678
Corporate		5,931		5,249		6,015
Total	$	147,137	$	49,889	$	55,366
Identifiable Capital Expenditures(1)
Heritage Brand Wholesale Dress Furnishings	$	3,768	$	2,629	$	3,716
Heritage Brand Wholesale Sportswear		3,285		1,683		7,633
Heritage Brand Retail		9,411		5,381		21,061
Calvin Klein Licensing		3,096		2,249		2,295
Tommy Hilfiger North America		22,172		-		-
Tommy Hilfiger International		42,949		-		-
Other (Calvin Klein Apparel)		13,109		10,944		40,627
Corporate		6,014		1,881		4,999
Total	$	103,804	$	24,767	$	80,331

(1)	Capital expenditures in 2010 include $3,720 of accruals which will not be paid until 2011. Capital expenditures in 2009 include $911 of accruals which were not paid until 2010. Capital expenditures in 2007 included $7,810 of accruals which were not paid until 2008.

Property, plant and equipment, net based on the location where such assets are held, was as follows:

	2010		2009		2008

Domestic	$	234,677	$	164,195	$	189,571
Canada		39,033		318		514
Europe		116,874		1,855		986
Other foreign		13,993		1,106		1,738
Total	$	404,577	$	167,474	$	192,809

Revenue, based on location of origin, was as follows:

	2010		2009		2008

Domestic	$	3,114,424	$	2,129,336	$	2,236,524
Canada		237,383		48,745		36,756
Europe		974,380		133,480		132,387
Other foreign		310,661		87,170		86,268
Total	$	4,636,848	$	2,398,731	$	2,491,935

SUBSEQUENT EVENTS (UNAUDITED)

12 Months Ended

Jan. 30, 2011

Notes to Financial Statements [Abstract]

SUBSEQUENT EVENTS (UNAUDITED)

21. SUBSEQUENT EVENTS (UNAUDITED)

On March 2, 2011, the Company entered into an amended and restated senior secured credit facility, which amended the credit facility it entered into in May 2010 in connection with its acquisition of Tommy Hilfiger. The amended facility provides reduced borrowing spreads and fees, as well as additional flexibility with respect to the application of voluntary prepayments. The full benefit of the reduction in borrowing spreads and fees is not expected to be realized, as the Company currently intends to enter into contracts to swap a portion of its variable rate debt into fixed rate debt for the intended purpose of reducing its exposure to interest rate volatility. The amended facility extends the maturity of the term loan A facilities and the revolving loan facilities from May 2015 to January 2016. The maturity of the term loan B facilities remains in May 2016.

The amended credit facility consists of United States dollar-denominated and Euro-denominated term loan facilities in an aggregate amount of approximately $1,040,000 and approximately €347,000, respectively, and revolving credit in the aggregate amount of approximately $450,000 (including a United States dollar facility and two multi-currency facilities, one United States dollar and Canadian dollar, and the other Euro, Japanese Yen and British Pound). The revolving credit facilities remained undrawn upon the closing of the amended credit facility (with only letters of credit outstanding).

In connection with the closing of the amended credit facility, the Company voluntarily prepaid approximately $150,000 of borrowings with cash on hand, which the Company had previously announced it intended to use for such purpose. The aggregate amount outstanding under the amended facility is the same as the aggregate amount outstanding under the credit facility prior to the amendment and restatement, other than with respect to the approximately $150,000 voluntary prepayment, and reflects a total reduction by approximately $400,000 of the amount initially borrowed at the time of the Tommy Hilfiger acquisition closing.

The terms of each of the term loan A and B facilities contain a mandatory repayment schedule on a quarterly basis, such that the total annual repayments are as follows:

	Term Loan
		A			B

Amended and restated borrowings on March 2, 2011, based on the applicable exchange rate at that date	$	759,804		$	759,411

Percentage required to be repaid for the annual period ending May 6:
2012		5	%		1	%
2013		10	%		1	%
2014		15	%		1	%
2015		25	%		1	%
2016		45	%		96	%

The outstanding borrowings under the amended facility are prepayable without penalty (other than customary breakage costs). The terms of the amended facility require the Company to repay certain amounts outstanding thereunder with (a) net cash proceeds of the incurrence of certain indebtedness, (b) net cash proceeds of certain asset sales or other dispositions (including as a result of casualty or condemnation) that exceed certain thresholds, to the extent such proceeds are not reinvested in the business in accordance with customary reinvestment provisions and (c) a percentage of excess cash flow, which percentage is based upon our leverage ratio during the relevant fiscal period.

The United States dollar-denominated borrowings under the amended facility bear interest at a rate equal to an applicable margin plus, as determined at the Company’s option, either (a) a base rate determined as the highest of (i) the prime rate, (ii) the United States federal funds rate plus 1/2 of 1% and (iii) a one-month adjusted Eurocurrency rate plus 1% (provided that, in the case of the term loan B facility, in no event will the base rate be deemed to be less than 1.75%) or (b) an adjusted Eurocurrency rate, calculated in a manner set forth in the amended facility (provided that, in the case of the term loan B facility, in no event will the adjusted Eurocurrency rate be deemed to be less than 0.75%).

Canadian dollar-denominated borrowings under the amended facility bear interest at a rate equal to an applicable margin plus, as determined at the Company’s option, either (a) a Canadian prime rate determined by reference to the greater of (i) the average of the rates of interest per annum equal to the per annum rate of interest quoted, published and commonly known in Canada as the “prime rate” or which Royal Bank of Canada establishes at its main office in Toronto, Ontario as the reference rate of interest in order to determine interest rates for loans in Canadian dollars to its Canadian borrowers and (ii) the sum of (x) the average of the rates per annum for Canadian dollar bankers’ acceptances having a term of one month that appears on the Reuters Screen CDOR Page as of 10:00 a.m. (Toronto time) on the date of determination, as reported by the administrative agent (and if such screen is not available, any successor or similar service as may be selected by the administrative agent), and (y) 1%, or (b) an adjusted Eurocurrency rate, calculated in a manner set forth in the amended facility.

The borrowings under the amended facility in currencies other than United States dollars or Canadian dollars bear interest at a rate equal to an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner set forth in the amended facility (provided that, in the case of the term loan B facility, in no event will the adjusted Eurocurrency rate be deemed to be less than 0.75%).

The initial applicable margins will be (a) in the case of the United States dollar-denominated term loan A facility, 2.50% for adjusted Eurocurrency rate loans and 1.50% for base rate loans, as applicable, (b) in the case of the United States dollar-denominated term loan B facility, 2.75% for adjusted Eurocurrency rate loans and 1.75% for base rate loans, as applicable, (c) in the case of the Euro-denominated term loan A facility, 2.75%, (d) in the case of the Euro-denominated term loan B facility, 3.00% and (e) in the case of the revolving credit facilities, (x) for borrowings denominated in United States dollars, 2.50% for adjusted Eurocurrency rate loans and 1.50% for base rate loans, as applicable, (y) for borrowings denominated in Canadian dollars, 2.50% for adjusted Eurocurrency rate loans and 1.50% for Canadian prime rate loans, as applicable, and (z) for borrowings denominated in other currencies, 2.75%. After the date of delivery of the compliance certificate and financial statements with respect to the Company’s fiscal quarter ending May 1, 2011, the applicable margin for borrowings under the term loan A facilities and the revolving credit facilities will be adjusted depending on the Company’s leverage ratio.

On March 11, 2011, an earthquake and subsequent tsunami struck Japan. The Company has assets, including goodwill, assigned to its Tommy Hilfiger Japan reporting unit. The Company continues to monitor how the earthquake might affect the general economic and market conditions in Japan as the recovery moves forward.

Entity Information - USD ($)	12 Months Ended
Entity Information - USD ($)	Jan. 30, 2011	Mar. 15, 2011	Aug. 01, 2010
Entity Registrant Name	PHILLIPS VAN HEUSEN CORP /DE/
Entity Central Index Key	0000078239
Current Fiscal Year End Date	--01-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 3,362,762,947
Entity Common Stock, Shares Outstanding		67,077,455
Document Fiscal Year Focus	2010
Document Fiscal Period Focus	FY

SALE OF INVESTMENTS	12 Months Ended
SALE OF INVESTMENTS	Jan. 30, 2011
Notes to Financial Statements [Abstract]
SALE OF INVESTMENTS	5. SALE OF INVESTMENTS Warnaco acquired in January 2006 100% of the shares of the companies that operate the licenses and related wholesale and retail businesses of Calvin Klein jeans and accessories in Europe and Asia and the ck Calvin Klein bridge line of sportswear and accessories in Europe. The Company’s Calvin Klein, Inc. subsidiary is the licensor of the businesses sold and had minority interests in certain of the entities sold. The Company received a distribution of $1,864 during 2008 representing its share of the amount that remained in escrow in connection with this sale. The Company recorded this amount as a gain in 2008.

NONCASH INVESTING AND FINANCING TRANSACTIONS	12 Months Ended
NONCASH INVESTING AND FINANCING TRANSACTIONS	Jan. 30, 2011
Notes to Financial Statements [Abstract]
NONCASH INVESTING AND FINANCING TRANSACTIONS	17. NONCASH INVESTING AND FINANCING TRANSACTIONS Omitted from the Consolidated Statement of Cash Flows for the year ended January 30, 2011 were capital expenditures of $3,720, which will not be paid until 2011. The Company paid $911 in cash during 2010 related to property, plant and equipment that was acquired in the fourth quarter of 2009. This amount is omitted from the Consolidated Statement of Cash Flows for the year ended January 31, 2010. The Company recorded increases to goodwill of $45,335, $38,866 and $39,376 during 2010, 2009 and 2008, respectively, related to liabilities incurred for contingent purchase price payments to Mr. Calvin Klein. Such amounts are not due or paid in cash until 45 days subsequent to the Company’s applicable quarter end. As such, during 2010, 2009 and 2008, the Company paid $43,655, $37,435 and $40,848, respectively, in cash related to contingent purchase price payments to Mr. Calvin Klein that were recorded as additions to goodwill during the periods the liabilities were incurred. During the second quarter of 2010, the Company issued 7,873 shares of its common stock valued at $475,607 in connection with the acquisition of Tommy Hilfiger. During the second quarter of 2010, the Company recorded a loss of $3,005 to write-off previously capitalized debt issuance costs in connection with the extinguishment of its 7 1/4% senior notes due 2011 and its 8 1/8% senior notes due 2013. The Company issued to Mr. Calvin Klein a nine-year warrant to purchase 320 shares of the Company’s common stock at $28.00 per share in connection with the Company’s acquisition of Calvin Klein in 2003. Such warrant was exercised and the underlying shares were issued during 2010. The exercise price for these shares was satisfied through the Company’s withholding of 140 shares, which had a total fair market value that approximated the exercise price, from the shares that would have otherwise been issuable.

GUARANTEES	12 Months Ended
GUARANTEES	Jan. 30, 2011
Notes to Financial Statements [Abstract]
GUARANTEES	19. GUARANTEES The Company guaranteed the payment of certain purchases made by one of the Company’s suppliers from a raw material vendor. The maximum amount guaranteed as of January 30, 2011 is $500. The guarantee expires on January 31, 2012. The Company guaranteed to a landlord the payment of rent and related costs by the tenant currently occupying space previously leased by the Company. The maximum amount guaranteed as of January 30, 2011 is approximately $3,700, which is subject to exchange rate fluctuation. The Company has the right to seek recourse of approximately $2,400 as of January 30, 2011, which is subject to exchange rate fluctuation. The guarantee expires on May 19, 2016.

Document Information	12 Months Ended
Document Information	Jan. 30, 2011
Document Type	10-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2011

STOCKHOLDERS' EQUITY	12 Months Ended
STOCKHOLDERS' EQUITY	Jan. 30, 2011
Notes to Financial Statements [Abstract]
STOCKHOLDERS' EQUITY	11. STOCKHOLDERS’ EQUITY Series A Convertible Preferred Stock Issuance On May 6, 2010, the Company completed the sale of an aggregate of 8 shares of Series A convertible preferred stock, par value $100.00 per share, for an aggregate gross purchase price of $200,000 and for net proceeds of $188,595 after related fees and expenses. The Series A convertible preferred stock has a liquidation preference of $25,000 per share and is convertible at a price of $47.74 into 4,189 shares of common stock. The conversion price was established in a definitive agreement, which formed a binding commitment with the preferred stockholders in March 2010, and is subject to equitable adjustment in the event of the Company taking certain actions, including stock splits, stock dividends, mergers, consolidations or other capital reorganizations. The Series A convertible preferred stock is not subject to mandatory redemption nor is it redeemable, in whole or in part, by the Company at its option or that of any holder. The holders of the Series A convertible preferred stock are entitled to vote and participate in dividends with the holders of the Company’s common stock on an as-converted basis. Common Stock Offering The Company sold 5,750 shares of its common stock on April 28, 2010 for net proceeds after commissions, discounts and related fees and expenses totaling $364,529, which were used to fund a portion of the purchase price and fees relating to the acquisition of Tommy Hilfiger. Of the 5,750 shares, a total of 5,250 shares were released from treasury and 500 shares were newly issued. Common Stock Issuance On May 6, 2010, the Company issued 7,873 shares of its common stock, par value $1.00 per share, as part of the consideration paid to the former shareholders of Tommy Hilfiger in connection with the acquisition. Common Stock Dividends During each of 2010, 2009 and 2008, the Company paid four $0.0375 per share cash dividends on its common stock. Warrant The Company issued to Mr. Calvin Klein a nine-year warrant to purchase 320 shares of the Company’s common stock at $28.00 per share in connection with the Company’s acquisition of Calvin Klein in 2003. Such warrant was exercised and the underlying shares were issued during 2010.