Delaware		1-07572		13-1166910
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Madison Avenue, New York, New York		10016
(Address of principal executive offices)		(Zip Code)

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

On February 13, 2013, PVH Corp. (the “Company”) completed its previously-announced acquisition of The Warnaco Group, Inc. (“Warnaco”).  Pursuant to the Agreement and Plan of Merger, dated as of October 29, 2012 (the “Merger Agreement”), among Warnaco, the Company and Wand Acquisition Corp., a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into Warnaco, with Warnaco continuing as the surviving company and as a wholly owned subsidiary of the Company (the “Merger”).

 

 

Simultaneously with and related to the closing of the Merger, the Company entered into a new senior secured credit facility, which consists of a $1.700 billion U.S. Dollar-denominated term loan A facility (the “TLA Facility”), a $1.375 billion U.S. Dollar-denominated term loan B facility (the “TLB Facility” and together with the TLA Facility, the “TL Facilities”) and senior secured revolving credit facilities in an aggregate principal amount of $750 million, consisting of (a) a $475 million U.S. Dollar denominated revolving credit facility (the “U.S. Revolving Credit Facility”), (b) a $25 million U.S. Dollar denominated revolving credit facility available in U.S. Dollars or Canadian Dollars (the “Canadian Revolving Credit Facility”) and (c) a €185,850,000 Euro denominated revolving credit facility available in Euro, Pounds Sterling, Japanese Yen and Swiss Francs (the “European Revolving Credit Facility, and together with the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility, the “Revolving Credit Facilities” and together with the TL Facilities, the “New Credit Facility”). The Company is the borrower under the TL Facilities, the U.S. Revolving Credit Facility and the Canadian Revolving Credit Facility. Tommy Hilfiger B.V., a wholly owned subsidiary of the Company (the “European Borrower”), is the borrower under the European Revolving Credit Facility.

 

 

 

Obligations of the Company under the New Credit Facility are guaranteed by substantially all of the Company’s existing and future direct and indirect United States subsidiaries, with certain exceptions. Obligations of the European Borrower under the New Credit Facility are guaranteed by the Company, substantially all of its existing and future direct and indirect United States subsidiaries (with certain exceptions) and Tommy Hilfiger Europe B.V., a wholly owned subsidiary of the Company.  The Company and its domestic subsidiary guarantors have pledged certain of their assets as security for their obligations.

 

 

 

 

 

 

 

 

 

 

 

 

 

ITEM 2.01    COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

 

 

 

 

ITEM 2.03    CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

 

 

 

ITEM 5.02    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On February 14, 2013, following with the closing of the Merger, as approved by resolutions of the Company’s board of directors, Helen McCluskey, who resigned as a director and as the President and Chief Executive Officer of Warnaco in connection with the closing of the Merger, was appointed to the Company’s board of directors to fill the vacancy created by the resignation of David Landau on December 5, 2012 (as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2012).  The Company’s board of directors also determined that Ms. McCluskey was independent under the rules of the New York Stock Exchange and appointed her to serve on the Corporate Social Responsibility Committee of the Company’s board of directors.

 

 

 

 

 

 

 

 

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of October 29, 2012, by and among The Warnaco Group, Inc., PVH Corp. and Wand Acquisition Corp. (incorporated by reference to Exhibit 2.1 to PVH Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2012).
99.2	Audited Consolidated Financial Statements of The Warnaco Group, Inc. as of December 31, 2011 and January 1, 2011 and for the years ended December 31, 2011, January 1, 2011 and January 2, 2010 (incorporated by reference to PVH Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2012).
99.3	Unaudited Consolidated Financial Statements of The Warnaco Group, Inc. for the three months ended September 29, 2012 and October 1, 2011, respectively, and the nine months ended September 29, 2012 and October 1, 2011, respectively (incorporated by reference to PVH Corp.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2012).
99.4	Unaudited Pro Forma Combined Condensed Consolidated Financial Statements.

		PVH Corp.
Date: February 14, 2013
		By: /s/ Mark D. Fischer
		Name: Mark D. Fischer Title:  Senior Vice President

Exhibit No.	Description of Exhibit
99.4	Unaudited Pro Forma Combined Condensed Consolidated Financial Statements.

 

 

·	the Warnaco acquisition (with aggregate merger consideration of approximately $3.1 billion);

·	the issuance by PVH of debt to fund the Warnaco acquisition

·	the issuance by PVH of shares of PVH common stock as part of the merger consideration; and

·	the extinguishment of a portion of PVH’s and Warnaco’s previously outstanding debt.

·

does not purport to represent what the consolidated results of operations actually would have been if the Warnaco acquisition had occurred on January 31, 2011 or what those results will be for any future periods or what the consolidated balance sheet would have been if the Warnaco acquisition had occurred on October 28, 2012 or what the consolidated balance sheet will be on any future date. The pro forma adjustments are based on information current as of the time of this filing or as otherwise indicated; and

·

has not been adjusted to reflect any matters not directly attributable to implementing the Warnaco acquisition. No adjustment, therefore, has been made for actions which may be taken in the future, such as any of PVH’s integration plans related to Warnaco. In connection with the plan to integrate the operations of PVH and Warnaco, PVH anticipates that non-recurring charges, such as costs associated with systems implementation, severance and other costs related to exit or disposal activities, could be incurred. These charges could affect the results of operations of the combined company in the period in which they are recorded. The unaudited pro forma combined condensed consolidated financial information does not include the effects of the costs associated with any restructuring or integration activities resulting from the Warnaco acquisition, as they are non-recurring in nature and were not factually supportable at the time that the unaudited pro forma combined condensed consolidated financial information was prepared. Additionally, the unaudited pro forma adjustments do not give effect to any non-recurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration. As a result, the actual amounts recorded in the future consolidated financial statements of PVH will differ from the amounts reflected in the unaudited pro forma combined condensed consolidated financial information, and the differences may be material.

 
 

·

Financial information of PVH, as prepared in accordance with GAAP, has been extracted without adjustment from PVH’s audited consolidated income statement for the year ended January 29, 2012 contained in PVH’s Annual Report on Form 10-K filed with the SEC on March 28, 2012, and from PVH’s unaudited consolidated income statement and balance sheet as of and for the thirty-nine week period ended October 28, 2012 contained in PVH’s Quarterly Report on Form 10-Q filed with the SEC on November 28, 2012.

·

Financial information of Warnaco, as prepared in accordance with GAAP, has been extracted from Warnaco’s audited consolidated income statement for the year ended December 31, 2011 contained in Warnaco’s Annual Report on Form 10-K filed with the SEC on February 29, 2012, and from Warnaco’s unaudited consolidated income statement and balance sheet as of and for the thirty-nine week period ended September 29, 2012 contained in Warnaco’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2012. Certain reclassifications have been made to the historical financial statements of Warnaco to conform with PVH’s presentation, primarily related to the presentation of amortization expense of intangible assets, pension expense, deferred income tax assets and liabilities, intangible assets, short-term borrowings and accrued income taxes payable.

·	the accompanying notes to unaudited pro forma combined condensed consolidated financial information;

·	the audited consolidated financial statements of PVH for the year ended January 29, 2012 and the notes relating thereto;

·	the unaudited consolidated financial statements of PVH as of and for the thirty-nine week period ended October 28, 2012 and the notes relating thereto;

·	the audited consolidated financial statements of Warnaco for the year ended December 31, 2011 and the notes relating thereto;

·	the unaudited consolidated financial statements of Warnaco as of and for the thirty-nine week period ended September 29, 2012 and the notes relating thereto.

 
 

						1/29/12
		1/29/12	12/31/11	Transaction	Footnote	Pro Forma
		PVH	Warnaco	Adjustments	Reference	Consolidated PVH
Net sales		$   5,410,028	$  2,513,388	$      (62,558)	3(i) , 3(m)	$  7,860,858
Royalty revenue		356,035	-	(100,112)	3(i) , 3(m)	255,923
Advertising and other revenue		124,561	-	(46,500)	3(i) , 3(m)	78,061
Total revenue		5,890,624	2,513,388	(209,170)		8,194,842
Cost of goods sold		2,834,735	1,412,446	(113,097)	3(h), 3(i)	4,134,084
Gross profit		3,055,889	1,100,942	(96,073)		4,060,758
Selling, general and administrative expenses		2,481,370	919,397	(19,121)	3(d), 3(i)	3,381,646
Debt modification costs		16,233	-	-		16,233
Equity in income of unconsolidated affiliates		1,367	-	-		1,367
Other loss		-	631	-		631
Income before interest and taxes		559,653	180,914	(76,952)		663,615
Interest expense		129,355	16,274	59,310	3(e)	204,939
Interest income		1,267	3,361	-		4,628
Income before taxes		431,565	168,001	(136,262)		463,304
Income tax expense		113,684	36,006	(40,424)	3(k)	109,266
Income from continuing operations before non-controlling interest		$     317,881	$     131,995	$      (95,838)		$     354,038
Less: Net loss attributable to non-controlling interest		-	257	-		257
Net income from continuing operations attributable to parent		$     317,881	$     132,252	$      (95,838)		$     354,295
Basic net income per share from continuing operations attributable to parent		$           4.46	$           3.07		3(l)	$          4.48
Diluted net income per share from continuing operations attributable to parent		$           4.36	$           3.01		3(l)	$          4.38
Weighted average common   shares used to calculate net   income per common share:
Basic		67,158	42,426			74,837
Diluted		72,923	43,300			80,952

 

 

 
 

						10/28/12
		10/28/12	9/29/12	Transaction	Footnote	Pro Forma
		PVH	Warnaco	Adjustments	Reference	Consolidated PVH
Net sales		$4,033,911	$ 1,790,990	$     (52,328)	3(i) , 3(m)	$5,772,573
Royalty revenue		271,917	-	(70,130)	3(i) , 3(m)	201,787
Advertising and other revenue		100,971	-	(28,745)	3(i) , 3(m)	72,226
Total revenue		4,406,799	1,790,990	(151,203)		6,046,586
Cost of goods sold		2,038,225	1,017,609	(120,611)	3(i)	2,935,223
Gross profit		2,368,574	773,381	(30,592)		3,111,363
Selling, general and administrative expenses		1,834,288	621,660	(11,370)	3(d), 3(f), 3(i)	2,444,578
Equity in income of unconsolidated affiliates		5,043	-	-		5,043
Other loss		-	12,638	-		12,638
Income before interest and taxes		539,329	139,083	(19,222)		659,190
Interest expense		86,729	13,708	50,025	3(e)	150,462
Interest income		846	2,705	-		3,551
Income before taxes		453,446	128,080	(69,247)		512,279
Income tax expense		107,221	44,489	(19,367)	3(k)	132,343
Income from continuing operations before non-controlling interest		$   346,225	$      83,591	$     (49,880)		$   379,936
Less: Net loss attributable to non-controlling interest		-	46	-		46
Net income from continuing operations attributable to parent		$   346,225	$      83,637	$     (49,880)		$   379,982
Basic net income per share from continuing operations attributable to parent		$        4.78	$         2.02		3(l)	$        4.75
Diluted net income per share from continuing operations attributable to parent		$        4.70	$         1.99		3(l)	$        4.65
Weighted average common   shares used to calculate net   income per common share:
Basic		69,843	40,801			77,522
Diluted		73,730	41,526			81,759

 

						10/28/12
		10/28/12	9/29/12	Transaction	Footnote	Pro Forma
		PVH	Warnaco	Adjustments	Reference	Consolidated PVH
ASSETS
Current Assets:
Cash and cash equivalents		$     276,630	$     311,011	$       177,347	3(a)i, 3(c), 3(f)	$     764,988
Trade receivables, net of allowances for       doubtful accounts		587,603	323,719	(12,130)	3(i), 3(m)	899,192
Other receivables		19,862	-	30,066	3(m)	49,928
Inventories, net		855,359	388,827	46,000	3(b)iii	1,290,186
Prepaid expenses		80,925	-	59,039	3(f), 3(g), 3(i), 3(m)	139,964
Other, including deferred taxes		91,740	166,817	(89,451)	3(m)	169,106
Total Current Assets		1,912,119	1,190,374	210,871		3,313,364
Property, Plant and Equipment, net		519,863	135,054	-		654,917
Goodwill		1,855,195	141,103	1,231,766	3(b)v, 3(f)	3,228,064
Tradenames		2,288,513	54,415	529,585	3(b)ii	2,872,513
Perpetual License Rights		86,000	22,797	133,203	3(b)ii	242,000
Other Intangibles, net		153,812	234,748	732,252	3(b)ii	1,120,812
Other Assets, including deferred taxes		170,469	74,002	51,303	3(c), 3(f), 3(g)	295,774
Total Assets		$   6,985,971	$   1,852,493	$   2,888,980		$ 11,727,444
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		300,468	173,616	(10,573)	3(i)	463,511
Accrued expenses		588,511	208,978	(36,603)	3(f), 3(g), 3(i), 3(m)	760,886
Deferred revenue		24,473	-	(9,794)	3(i)	14,679
Current portion of long-term debt		84,000	4,697	10,053	3(c)	98,750
Short-term borrowings		142,514	44,696	-		187,210
Total Current Liabilities		1,139,966	431,987	(46,917)		1,525,036
Long-term debt		1,647,596	205,299	2,516,117	3(c)	4,369,012
Other Liabilities, including deferred taxes		1,151,785	171,249	524,228	3(b)iv	1,847,262
Redeemable non-controlling interest			15,275	-		15,275
Stockholders’ Equity:
Preferred stock		94,298	-	-		94,298
Common stock		71,037	531	7,148	3(a)ii, 3(j)	78,716
Additional paid in capital		1,511,574	773,821	185,223	3(a)ii, 3(a)iii, 3(j)	2,470,618
Retained earnings		1,485,067	712,420	(754,908)	3(f), 3(g), 3(j)	1,442,579
Accumulated other comprehensive (loss) income		(85,378)	23,200	(23,200)	3(j)	(85,378)
Less: shares of common stock held in treasury,   at cost		(29,974)	(481,289)	481,289	3(j)	(29,974)
Total Stockholders’ Equity		3,046,624	1,028,683	(104,448)		3,970,859
Total Liabilities and Stockholders’ Equity		$   6,985,971	$   1,852,493	$   2,888,980		$ 11,727,444

 

 

 
 

1.	BASIS OF PRESENTATION

 

 

 

 

 

 

 
 

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 
 

 
 

3.	PRO FORMA TRANSACTION ADJUSTMENTS

 

 

 

 

 

 

Total cash portion of the merger consideration		$   2,181,127	i.
Total value of stock portion of the merger consideration		$      927,039	ii.
PVH share price		$        120.72	ii.
Total shares of PVH common stock to be issued		7,679	ii.
Total value of Warnaco employee replacement     stock awards		$        39,684	iii.
Aggregate merger consideration		$   3,147,850

 
 

 

i.

A portion of the cash portion of the merger consideration was funded with the net proceeds from PVH’s issuance of debt.  The value of the cash portion of the merger consideration was $2,181,127, which was calculated as $51.75 per share related to (a) 41,852 outstanding shares of Warnaco common stock, (b) 223 shares of Warnaco common stock issuable under outstanding Warnaco performance shares and performance share units and (c) 72 Director Deferred Shares of Warnaco common stock, in each case representing the amount of shares or performance awards outstanding at the effective time of the Warnaco acquisition.

 

ii.

The value of the stock portion of the merger consideration was $927,039, which is reflected in the pro forma financial statements as an increase of $7,679 to common stock and an increase of $919,360 to additional paid in capital. The number of shares of PVH common stock issued in the Warnaco acquisition is calculated as 0.1822 of a share of PVH common stock per share related to (a) 41,852 outstanding shares of Warnaco common stock, (b) 223 shares of Warnaco common stock issuable under outstanding Warnaco performance shares and performance share units and (c) 72 Director Deferred Shares of Warnaco common stock, in each case representing the amount of shares or performance awards outstanding at the effective time of the Warnaco acquisition. The per share fair value underlying each share of PVH common stock issued to Warnaco stockholders in the Warnaco acquisition was $120.72, PVH’s closing stock price on February 12, 2013.

 

iii.

Each outstanding award of Warnaco stock options, restricted stock or restricted stock units has been assumed by PVH and converted into an award (subject to the same terms and conditions) of PVH stock options, restricted stock or restricted stock units. The estimated value of the Warnaco employee replacement stock awards portion of the merger consideration is $39,684. The amount was determined by multiplying the estimated fair value of the Warnaco awards outstanding at the effective time of the Warnaco acquisition, reduced by an estimated value of awards to be forfeited, by the proportionate amount of the vesting period that has lapsed as of such date. The per share fair value of each underlying share of Warnaco common stock that was replaced is $73.75, Warnaco’s closing stock price on February 12, 2013. The final merger consideration attributed to such awards is subject to the finalization of the fair value calculation for such equity awards outstanding.

 

 

 

Debit (Credit)
Book value of net assets acquired as of October 28, 2012	$   1,028,683	i.
Fair value adjustments to net assets:
Identifiable intangible assets	1,395,040	ii.
Inventories, net	46,000	iii.
Other noncurrent liabilities	(524,228)	iv.
Goodwill	1,202,355	v.
Total fair value adjustments to net assets	2,119,167	vi.
Total merger consideration to be allocated	$   3,147,850

 

 

i.

The unaudited pro forma combined condensed consolidated financial information has been prepared using Warnaco’s available financial statements and disclosures. Therefore, except as noted below, the carrying value of assets and liabilities in Warnaco’s financial statements are considered to be a proxy for fair value of those assets and liabilities. In addition, certain pro forma adjustments, such as recording fair value of assets and liabilities and potential adjustments for consistency of accounting policy, except for the adjustments specifically described below, are not reflected in this unaudited pro forma combined condensed consolidated financial information.

 

ii.

For purposes of the pro forma analysis, historical intangible assets have been increased $1,395,040 to reflect PVH’s preliminary estimate of the total fair value of intangible assets. Included in this adjustment is (a) a $529,585 increase to tradenames to reflect the total fair value of tradenames of $584,000; (b) a $219,203 increase to perpetual license rights to reflect the total fair value of perpetual license rights of $242,000; (c) an $86,000 decrease to perpetual license rights to reflect a reduction to PVH’s balance of perpetual license rights, as such rights are held by Warnaco; and (d) a $732,252 increase to other intangibles to reflect the total fair value of other intangibles of $967,000. These other intangibles represent reacquired license rights, customer relationships and order backlog.

 

iii.	Inventory, net was increased $46,000 to reflect PVH’s preliminary estimate of the fair value of inventory based on the net realizable value method, less the portion of the profit attributable to PVH.

 

iv.	Other noncurrent liabilities was increased $524,228 to reflect PVH’s preliminary estimate of the net deferred tax liability to be recorded in connection with these fair value adjustments.

 

v.	Goodwill was increased $1,202,355 to reflect the total excess of the purchase consideration over the fair value of the assets acquired.

 

vi.

No other adjustments were made to the assets and liabilities of Warnaco to reflect their fair values. At this time there is insufficient information as to the specific nature, age, condition and location of Warnaco’s property, plant and equipment to make a reasonable estimation of fair value or the corresponding adjustment to depreciation and amortization. For each $10,000 fair value adjustment to property, plant and equipment, assuming a weighted-average useful life of 10 years, depreciation expense would change by approximately $1,000. Once PVH has complete information as to the specifics of Warnaco’s assets, the estimated values assigned to the assets and/or the associated estimated weighted-average useful life of the assets will likely be different than that reflected in this unaudited pro forma combined condensed consolidated financial information and the differences could be material. PVH anticipates that the merger consideration allocation may differ materially from the preliminary assessment outlined above. Any change to the initial estimates of the fair value of the assets and liabilities will be recorded as an increase or decrease to goodwill.

 

 

	Current Portion of Long-term Debt		Long-term Debt
Carrying amount of debt issued:
TLA, TLB, and senior unsecured notes	$         98,750		$    3,669,375
Less:
Carrying amount of debt extinguished:
Term Loan A facility	(80,000)		(557,959)
Term Loan B facility	(4,000)		(390,000)
Warnaco Term Loan B facility	(2,000)		(195,500)
Premium on Warnaco interest rate cap	(2,697)		(9,799)
Net adjustment to debt	$         10,053		$   2,516,117

 

 

 

 

 

 

 

 

 

		Year	Thirty-Nine Week Period
		Ended	Ended
		1/29/2012	10/28/2012
Interest expense on debt issued:
TLA, TLB and senior unsecured notes		$  115,253	$   84,867
Amortization of capitalized debt issuance costs		16,206	11,850
Amortization of consent solicitation fee		821	616
Interest expense on debt extinguished:
Term Loan A facility		(26,582)	(19,022)
Term Loan B facility		(29,906)	(11,790)
Amortization of capitalized debt issuance costs (extinguished debt)		(10,743)	(9,302)
Interest expense on existing Warnaco debt, excluding certain facilities		(4,394)	(6,018)
Amortization of capitalized debt issuance costs (Warnaco’s extinguished debt)		(1,345)	(1,176)
Net adjustment to interest expense		$   59,310	$   50,025

 

 

 

 

 

 

 

 

 

 

 

 
 

 

 

 

Debit (Credit)
	Year	Thirty-Nine Week Period
	Ended	Ended
	1/29/2012	10/28/2012
Net sales	$    51,103	$      45,685
Royalty revenue	107,994	74,926
Advertising and other revenue	50,073	30,592
Cost of goods sold	(159,097)	(120,611)
Selling, general and administrative expenses	(50,073)	(30,592)
Trade receivables		(34,991)
Prepaid expenses		(9,794)
Accounts payable		10,573
Accrued expenses		24,418
Deferred revenue		9,794

 

 

 

 

 

 

	Year	Thirty-Nine Week Period
	Ended	Ended
	1/29/2012	10/28/2012
Pro forma net income from continuing operations attributable to parent	$   354,295	$   379,982
Less:
Pro forma net income allocated to participating securities	18,780	12,124
Pro forma net income available to PVH common stockholders for basic pro forma net income per share of PVH common stock from continuing operations attributable to parent	335,515	367,858
Add back:
Pro forma net income allocated to participating securities	18,780	12,124
Pro forma net income available to PVH common stockholders for diluted pro forma net income per share of PVH common stock from continuing operations attributable to parent	$   354,295	$   379,982
Weighted average shares of PVH common stock outstanding for basic pro forma net income per share of PVH common stock from continuing operations attributable to parent	74,837	77,522
Pro forma impact of dilutive securities	1,926	1,682
Pro forma impact of assumed participating convertible preferred stock conversion	4,189	2,555
Weighted average shares of PVH common stock for diluted pro forma net income per share of PVH common stock from continuing operations attributable to parent	80,952	81,759
Basic pro forma net income per share of PVH common stock from continuing operations attributable to parent	$         4.48	$         4.75
Diluted pro forma net income per  share of PVH common stock from continuing operations attributable to parent	$         4.38	$         4.65

 

 

 

 

 

Debit (Credit)
	Year Ended 12/31/11		Thirty-Nine Week Period Ended 9/29/12
Net sales	$   11,455		$    6,643
Royalty revenue	(7,882)		(4,796)
Advertising and other revenue	(3,573)		(1,847)

 

 

 

 

 

Debit (Credit)
	As of 9/29/12
Trade receivables, net of allowances for doubtful accounts	$         22,861
Other receivables	30,066
Prepaid expenses	59,385
Other current assets	(89,451)
Accrued expenses	(22,861)

 

 

 

Debit (Credit)
					Thirty-Nine
			Year		Week Period
	Footnote		Ended		Ended
	Reference		1/29/2012		10/28/2012
Net Sales
Eliminate intercompany	3(i)		$     51,103		$          45,685
Reclassifications	3(m)		11,455		6,643
Total transaction adjustment			$     62,558		$          52,328
Royalty Revenue
Eliminate intercompany	3(i)		$   107,994		$          74,926
Reclassifications	3(m)		(7,882)		(4,796)
Total transaction adjustment			$   100,112		$          70,130
Advertising and Other Revenue
Eliminate intercompany	3(i)		$     50,073		$          30,592
Reclassifications	3(m)		(3,573)		(1,847)
Total transaction adjustment			$     46,500		$          28,745

 

Debit (Credit)
					Thirty-Nine
			Year		Week Period
	Footnote		Ended		Ended
	Reference		1/29/2012		10/28/2012
Cost of Goods Sold
Amortize inventory fair value adjustment	3(h)		$     46,000
Eliminate intercompany	3(i)		(159,097)		$      (120,611)
Total transaction adjustment			$ (113,097)		$      (120,611)
Selling, General and Adminstrative Expenses
Amortization on acquired intangibles	3(d)		$     43,684		$          30,513
Eliminate Warnaco's historical intangible amortization	3(d)		(12,732)		(7,802)
Eliminate PVH historical transaction costs	3(f)				(3,489)
Eliminate intercompany	3(i)		(50,073)		(30,592)
Total transaction adjustment			$    (19,121)		$        (11,370)
Interest Expense
Adjust for assumed debt structure	3(e)		$     59,310		$          50,025
Total transaction adjustment			$     59,310		$          50,025
Income Tax Expense
Net tax impacts of adjustments	3(k)		$    (40,424)		$        (19,367)
Total transaction adjustment			$    (40,424)		$        (19,367)
Cash and Cash Equivalents
Cash portion of merger consideration	3(a)i				$   (2,181,127)
Net change in total debt	3(c)				2,526,170
Extinguish interest rate cap	3(c)				2,654
Transaction costs	3(f)				(170,350)
Total transaction adjustment					$         177,347
Trade Receivables, net of allowances for doubtful accounts
Eliminate intercompany	3(i)				$        (34,991)
Reclassifications	3(m)				22,861
Total transaction adjustment					$        (12,130)
Other Receivables
Reclassifications	3(m)				$          30,066
Total transaction adjustment					$          30,066
Inventories, net
Inventory fair value adjustment	3(b)iii				$          46,000
Total transaction adjustment					$          46,000

Debit (Credit)

					Thirty-Nine
					Week Period
	Footnote				Ended
	Reference				10/28/2012
Prepaid Expenses
Debt issuance costs on new debt	3(f)				$          17,027
Write-off of debt issuance costs on extinguished debt	3(g)				(7,579)
Eliminate intercompany	3(i)				(9,794)
Reclassifications	3(m)				59,385
Total transaction adjustment					$          59,039
Other Current Assets, including Deferred Taxes
Reclassifications	3(m)				$        (89,451)
Total transaction adjustment					$        (89,451)
Goodwill
Preliminary allocation of consideration	3(b)v				$    1,202,355
Warnaco's transaction costs, net of taxes	3(f)				29,411
Total transaction adjustment					$    1,231,766
Tradenames
Preliminary allocation of consideration	3(b)ii				$       529,585
Total transaction adjustment					$       529,585
Perpetual License Rights
Preliminary allocation of consideration	3(b)ii				$       133,203
Total transaction adjustment					$       133,203
Other Intangibles, net
Preliminary allocation of consideration	3(b)ii				$       732,252
Total transaction adjustment					$       732,252
Other Assets, including Deferred Taxes
Extinguish interest rate cap	3(c)				$          (2,654)
Debt issuance costs on new debt	3(f)				76,223
Write-off of debt issuance costs on extinguished debt	3(g)				(22,266)
Total transaction adjustment					$          51,303
Accounts Payable
Eliminate intercompany	3(i)				$          10,573
Total transaction adjustment					$          10,573

Debit (Credit)
					Thirty-Nine
					Week Period
	Footnote				Ended
	Reference				10/28/2012
Accrued Expenses
Tax effect of PVH's transaction costs	3(f)				$            7,465
Tax effect of Warnaco's transaction costs	3(f)				17,389
Eliminate PVH historical transaction costs	3(f)				3,489
Eliminate tax effect of PVH historical transaction costs	3(f)				(860)
Tax effect of debt extinguishment costs	3(g)				7,563
Eliminate intercompany	3(i)				24,418
Reclassifications	3(m)				(22,861)
Total transaction adjustment					$          36,603
Deferred Revenue
Eliminate intercompany	3(i)				$            9,794
Total transaction adjustment					$            9,794
Current Portion of Long-Term Debt
Net change in debt	3(c)				$         (10,053)
Total transaction adjustment					$         (10,053)
Long-Term Debt
Net change in debt	3(c)				$  (2,516,117)
Total transaction adjustment					$  (2,516,117)
Other Liabilities, including Deferred Taxes
Preliminary allocation of consideration	3(b)iv				$      (524,228)
Total transaction adjustment					$      (524,228)
Common Stock
Stock portion of merger consideration	3(a)ii				$          (7,679)
Eliminate Warnaco's equity	3(j)				531
Total transaction adjustment					$          (7,148)
Additional Paid in Capital
Stock portion of merger consideration	3(a)ii				$      (919,360)
Value of Warnaco employee replacement awards	3(a)iii				(39,684)
Eliminate Warnaco's equity	3(j)				773,821
Total transaction adjustment					$      (185,223)

Debit (Credit)
					Thirty-Nine
					Week Period
	Footnote				Ended
	Reference				10/28/2012
Retained Earnings
PVH's transaction costs, net of taxes	3(f)				$          22,835
Eliminate PVH historical transaction costs	3(f)				(3,489)
Eliminate tax effect of PVH historical transaction costs	3(f)				860
Write-off of debt issuance costs on extinguished debt, net of taxes	3(g)				22,282
Eliminate Warnaco's equity	3(j)				712,420
Total transaction adjustment					$       754,908
Accumulated Other Comprehensive (Loss) Income
Eliminate Warnaco's equity	3(j)				$          23,200
Total transaction adjustment					$          23,200
Common Stock Held in Treasury, at cost
Eliminate Warnaco's equity	3(j)				$      (481,289)
Total transaction adjustment					$      (481,289)

 

 

 

 

 

 

 

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