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•	Calvin Klein Collection — our “halo” brand, under which men’s and women’s high-end designer apparel and accessories are sold both in the United States and overseas, with distribution in specialty and department stores, as well as our flagship store in New York City.

•	Calvin Klein (platinum label) — our “bridge” brand, formerly known as ck Calvin Klein, under which men’s and women’s apparel and accessories are sold through specialty and department stores, as well as freestanding stores in Europe and Asia. We rebranded this tier in 2012 in order to present the Calvin Klein brands in a more consistent fashion.

•	Calvin Klein (white label) — our “better” brand, under which men’s and women’s sportswear, outerwear, suits, footwear and accessories, as well as women’s dress and performance wear, and men’s dress furnishings are currently sold in North America through department stores and freestanding stores.

•	Calvin Klein Jeans — the Calvin Klein Jeans brand includes men’s and women’s jeans and related apparel, which are sold worldwide, and denim accessories, which are sold in Europe and Asia. Distribution is through specialty and department stores, as well as freestanding stores.

•	Calvin Klein Underwear — the world’s leading designer underwear brand for men and women, under which men’s and women’s underwear, sleepwear and loungewear are sold worldwide through specialty and department stores, as well as freestanding stores.

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Calvin Klein Wholesale — We operate wholesale businesses through which we distribute and sell Calvin Klein products to third party retailers and distributors. This includes our Calvin Klein dress furnishings and men’s sportswear businesses, which operate principally in the United States and Canada. Our wholesale businesses have expanded following our acquisition of Warnaco, and now also include the Calvin Klein men’s and women’s jeans and related apparel businesses, which operate worldwide; the Calvin Klein jeans accessories businesses, which operates principally in Europe and Asia; the Calvin Klein men’s and women’s underwear businesses, which operate worldwide; and our men’s and women’s swimwear business, which operates principally in Europe. Given the various price points at which products under the various Calvin Klein brands are sold, we have a range of wholesale customers. For example, within North America, our Calvin Klein white label men’s dress shirts, neckwear and sportswear are marketed at better price points and are distributed principally in better fashion department and specialty stores, including Macy’s. Our Calvin Klein Collection and Calvin Klein platinum label dress shirts are sold into the more limited channels of luxury or premier department and specialty stores, as well as through freestanding stores. The newly acquired jeanswear and underwear businesses distribute product primarily through department stores, chain stores, Company-operated retail stores, shop-in-shop/concession locations and stores operated under retail licenses or franchise and distributor agreements.

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Calvin Klein Retail — We operate retail businesses in North America, Europe, Asia and Latin America. Our Calvin Klein stores in the United States and Canada are located primarily in premium outlet centers and offer men’s and women’s apparel and other Calvin Klein white label products to communicate the Calvin Klein lifestyle. As a result of the Warnaco acquisition, we now also operate full-price and outlet stores and shop-in-shop/concession shops in Europe, Asia, Mexico and Brazil where we offer Calvin Klein Jeans and Calvin Klein Underwear products. Across our regional businesses, Calvin Klein products are also sold through our company-operated e-commerce sites.

•	Calvin Klein Collection — We market the Calvin Klein Collection brand high-end men’s and women’s apparel and accessories collections through our Calvin Klein Collection flagship store located in New York City and our Calvin Klein Collection wholesale business.

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Licensing — We maintain licensing and similar arrangements worldwide for use of the Calvin Klein brands in connection with a broad array of products, including women’s dresses and suits, men’s tailored clothing, women’s sportswear and performance apparel, golf apparel, fragrances, eyewear, hosiery, socks, footwear, jewelry, watches, outerwear, handbags, small leather goods and home furnishings. In these arrangements, Calvin Klein combines its design, marketing and branding skills with the specific manufacturing, distribution and geographic capabilities of its licensing and other partners to develop, market and distribute these goods. Calvin Klein has approximately 45 licensing and other arrangements across the Calvin Klein brands. The arrangements generally are exclusive to a territory or product category. Additionally, we formed a joint venture, PVH Brands Australia Pty. Limited, in 2013, in which we own a 50% economic interest. The joint venture licenses the rights to distribute and sell Calvin Klein brand products in Australia, New Zealand and other island nations in the South Pacific. As a result of the Warnaco acquisition, we also own a 51% interest in a joint venture in India, which licenses the rights to the Calvin Klein trademarks in India.

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Tommy Hilfiger — Tommy Hilfiger is targeted at the 25 to 45 year-old consumer. Product offerings by us and our licensees include sportswear for men, women and children; footwear; athletic apparel (golf, swim and sailing); bodywear (underwear, robes and sleepwear); eyewear; sunwear; watches; handbags; men’s tailored clothing; men’s dress furnishings; accessories; socks; small leather goods; fragrances; home and bedding products; bathroom accessories; and luggage.

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Hilfiger Denim — The Hilfiger Denim product line is targeted at the 25 to 30 year-old, denim-oriented consumer. Product offerings consist of casual apparel for men and women with a focus on premium jeans and related apparel; footwear; bags; accessories; eyewear; and fragrance. Inspired by American denim classics with a modern edge, Hilfiger Denim is more “fashion forward” and casual than the Tommy Hilfiger label.

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Wholesale — The Tommy Hilfiger wholesale business consists of the distribution and sale of products in North America, Europe and Japan under the Tommy Hilfiger brands to third party retailers and distributors. The European retail customers range from large department stores to small independent stores. Tommy Hilfiger has, since the Fall of 2008, made the majority of its North American wholesale sales to Macy’s, Inc., which is currently the exclusive department store retailer for Tommy Hilfiger men’s and women’s sportswear in the United States. Tommy Hilfiger re-launched a wholesale business in Canada with Hudson’s Bay Company, Canada’s leading department store, in the Fall of 2011, which offers men’s and women’s sportswear.

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Retail — The Tommy Hilfiger retail business principally consists of the distribution and sale of Tommy Hilfiger products in Europe, the United States, Canada and Japan through company-operated full-price specialty and outlet stores, as well as through company-operated e-commerce sites. Tommy Hilfiger specialty stores consist of flagship stores, which are generally larger stores situated in high-profile locations in major cities and are intended to enhance local exposure of the brand, and anchor stores, which are located on high-traffic retail streets and in malls in secondary cities and are intended to provide incremental revenue and profitability. Company (outlet) stores in North America are primarily located in premium outlet centers and carry specially designed merchandise that is sold at a lower price point than merchandise sold in our specialty stores. Company (outlet) stores operated by Tommy Hilfiger in Europe and Japan are used primarily to clear excess inventory from previous seasons at discounted prices and, to a lesser extent, carry specially designed merchandise.

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Licensing — We license the Tommy Hilfiger brands to third parties both for specific product categories and in certain geographic regions, and generally on an exclusive basis. Tommy Hilfiger has over 25 license agreements. Tommy Hilfiger products are also sold through joint ventures in which we are a partner in China, India and Brazil, and by third party distributors, licensees and franchisees in Europe, Southeast Asia, Australia, Central and South America and the Caribbean. In 2010, we formed a joint venture in China in which we own a 45% economic interest. The joint venture assumed direct control of the licensed Tommy Hilfiger wholesale and retail distribution business in China from the prior licensee in August 2011. In addition, in September 2011, we acquired the

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The design and marketing of men’s dress shirts and neckwear primarily to department, chain and specialty stores, and, to a lesser degree, mass market stores, club and off-price stores. We market both dress shirts and neckwear under brands including Van Heusen, ARROW, IZOD, Eagle, Sean John, Donald J. Trump Signature Collection, Kenneth Cole New York, Kenneth Cole Reaction, DKNY, Elie Tahari, J. Garcia, Ike Behar, MICHAEL Michael Kors, Michael Kors Collection and John Varvatos. We also market dress shirts under the Geoffrey Beene and Chaps brands and neckwear under the Nautica, Jones New York, Ted Baker, Axcess, U.S. POLO ASSN., Claiborne and Robert Graham brands, among others. We also offer private label dress shirt and neckwear programs to retailers, primarily national department and mass market stores. Collectively, our product offerings represent a sizeable portion of the domestic dress furnishings market. Van Heusen, ARROW and Geoffrey Beene were the first, second and third best selling national brand dress shirts, respectively, in United States department and chain stores in 2013.

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The design and marketing of sportswear, including men’s knit and woven sport shirts, sweaters, bottoms, swimwear and outerwear, at wholesale, primarily under the IZOD, Van Heusen and ARROW brands primarily to department, chain, specialty, mass market, club and off-price stores. Van Heusen and ARROW were the first and fifth best selling national brand men’s woven sport shirts, respectively, and IZOD was the third best selling national brand men’s knit shirt in United States department and chain stores in 2013.

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The design and marketing of certain men’s, women’s and children’s swimwear, sportswear and related products under the Speedo trademark, the premier aquatic brand, exclusively in North America and the Caribbean under a perpetual license with Speedo International Limited, which license we acquired as part of the Warnaco acquisition. Speedo products include swimwear and accessories for the performance, fitness, and active recreational consumers. These products include swim goggles, water-based fitness products, electronics and other swim and fitness-related products for adults and children, and are distributed through all major distribution channels, sporting goods stores, team dealers, swim clubs, off-price stores, catalog retailers and e-commerce, including Speedo’s own website.

•	The design and marketing of women’s intimate apparel under the Warner’s and Olga brands. Warner’s and Olga women’s intimate apparel is primarily distributed in the United States, Canada and Mexico through all major distribution channels, including department, chain, mass market, club and off-price stores. Warner’s was the second

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•	Enhancing jeans design and improving coordination between design and in-country teams to address local market preferences;

•	Aligning merchandise and presentation to be consistent with the global brand positioning of Calvin Klein;

•	Optimizing product assortment across categories, channels and regions; and

•	Creating a cohesive and consistent single brand message across categories, including sportswear, jeanswear, underwear and accessories.

•	Rebalancing the mix of distribution among the full-price, off-price and club channels;

•	Leveraging our North American retail stores to better showcase jeans and underwear;

•	Improving brand presentation at retail and investing in point-of-sale for Calvin Klein Jeans and Calvin Klein Underwear product; and

•	Expanding category breadth, where appropriate.

•	Streamlining the cost structure within the existing jeans and underwear infrastructure in Europe;

•	Optimizing distribution mix by reducing distribution in the off-price channel;

•	Utilizing the Tommy Hilfiger matrix model to improve product placement and execution at wholesale and retail on a country/regional basis;

•	Improving the sales productivity by promoting the Calvin Klein lifestyle across Europe through more effective merchandising and marketing;

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•	Accelerating growth in underpenetrated markets, such as Germany, the Netherlands, France, Scandinavia and Spain, with entry into select new markets, such as the Middle East; and

•	Coordinating the European jeans and underwear go-forward strategy with the launch of the platinum label wholesale sportswear business.

•	Continuing to increase retail square footage in China and Brazil;

•	Enhancing the existing infrastructure and adding appropriate talent to fill key open positions; and

•	Evaluating opportunities to leverage existing capabilities to introduce and/or accelerate growth of additional categories and brands.

•	Developing the business in product categories that remain underdeveloped in Europe, such as pants, outerwear, underwear, accessories and womenswear;

•	Continuing the expansion of the bags and small leather goods business;

•	Expanding the Tommy Hilfiger tailored division, a business we acquired from our former licensee at the end of 2012;

•	Focusing increased efforts on womenswear, where a significant opportunity for the Tommy Hilfiger brand remains;

•	Concentrating on the development of the business in underpenetrated markets, such as France, the United Kingdom, Turkey, Eastern Europe (including Russia), and the Middle East, through our own retail expansion, as well as increased wholesale sales, supported by increases in advertising and marketing activities; and

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Increasing Tommy Hilfiger’s presence in Europe through the opening of additional specialty and outlet retail stores (both by us and retail partners), including brand-promoting locations, such as those opened on Schadowstraße, Düsseldorf, Kuznetsky Most, Moscow and Robertson Boulevard in Los Angeles in 2013, Regent Street, London in 2012 and Brompton Road, London in 2011, and anchor stores in key shopping destinations worldwide, such as those opened in Frankfurt, Hamburg and Vienna since our acquisition of Tommy Hilfiger.

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Continuing to enhance our strategic alliance with Macy’s by leveraging our logistics capabilities and “preferred vendor” relationship with Macy’s, offering expanded merchandise assortments, adding and enhancing shop-in-shops in high-volume Macy’s stores, featuring Tommy Hilfiger products in Macy’s marketing campaigns and concentrating on brand enhancement and elevation through strategic marketing and investments in partnership with Macy’s;

•	Expanding product offerings by Tommy Hilfiger and its licensees in both the retail and wholesale channels;

•	Increasing Tommy Hilfiger’s overall presence and brand positioning through focused capital improvements in our existing retail stores to improve image, presentation and productivity and adding square footage in existing locations and opening new outlet stores, where appropriate;

•	Elevating the product presentation and improving the visibility and exposure of the Tommy Hilfiger brand at Hudson’s Bay in Canada;

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•	Investing in advertising and marketing initiatives, such as our well-received “The Hilfigers” marketing campaign, through TV, print and digital media, with an emphasis on growing our customer database and expanding our Hispanic marketing campaign; and

•	Enhancing our merchandising focus by delivering the right product regionally and offering an engaging store experience.

•	Developing the Tommy Hilfiger business in Asia and Latin America by leveraging our operational experience within these regions obtained through the Warnaco acquisition;

•	Continuing to develop our joint ventures in China (operations started in August 2011), India (acquired interest in September 2011) and Brazil (operations started in January 2013) by expanding our retail footprint, enhancing product and increasing price points;

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Improving our Tommy Hilfiger Japan business by repositioning the Tommy Hilfiger brand image to be more consistent with its positioning in other parts of the world. Measures include introducing regional sizing, enhancing product offerings and adopting other initiatives targeted at local market needs and elevating the brand’s visibility and positioning. Recent efforts include the opening of the first Asian flagship store on Omotesando in Tokyo in 2012; and

•	Maintaining our balanced strategy of acquiring licensees, distributors and franchisees where we believe we can achieve greater scale and success compared to our partners, while at the same time licensing businesses for product categories and markets when we believe experienced and/or local partners provide the best opportunity for success.

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•	failure to implement our business plan for the combined business;

•	delays or difficulties in completing the integration of acquired companies or assets;

•	higher than expected costs, lower than expected cost savings and/or a need to allocate resources to manage unexpected operating difficulties;

•	unanticipated issues in integrating manufacturing, logistics, information, communications and other systems;

•	unanticipated changes in applicable laws and regulations;

•	unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;

•	retaining key customers, suppliers and employees;

•	retaining and obtaining required regulatory approvals, licenses and permits;

•	operating risks inherent in the acquired business and our business;

•	diversion of the attention and resources of management;

•	consumers’ failure to accept product offerings by us or our licensees;

•	assumption of liabilities not identified in due diligence;

•	the impact on our or an acquired business’ internal controls and compliance with the requirements under the Sarbanes-Oxley Act of 2002; and

•	other unanticipated issues, expenses and liabilities.

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•	continue to realize the synergies, efficiencies and strategic rationale of the Warnaco acquisition;

•	continue to maintain and enhance the distinctive brand identities of the Calvin Klein and Tommy Hilfiger brands;

•	retain key employees at our Calvin Klein and Tommy Hilfiger businesses;

•	continue to maintain good working relationships with Calvin Klein’s and Tommy Hilfiger’s licensees;

•	continue to enter into new (or renew or extend existing) licensing agreements for the Calvin Klein and Tommy Hilfiger brands; and

•	continue to strengthen and expand the Calvin Klein and Tommy Hilfiger businesses.

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•	requiring a substantial portion of our cash flows from operations be used for the payment of interest on our debt, thereby reducing the funds available to us for our operations or other capital needs;

•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate because our available cash flow after paying principal and interest on our debt may not be sufficient to make the capital and other expenditures necessary to address these changes;

•	increasing our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower earnings and cash flow, we will be required to devote a proportionally greater amount of our cash flow to paying principal and interest on our debt;

•	limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, acquisitions, contributions to our pension plans and general corporate requirements;

•	placing us at a competitive disadvantage to other relatively less leveraged competitors that have more cash flow available to fund working capital, capital expenditures, acquisitions, contributions to pension plans and general corporate requirements; and

•	with respect to any borrowings we make at variable interest rates, including under our senior secured credit facility, leaving us vulnerable to increases in interest rates generally.

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•	political or labor instability in countries where contractors and suppliers are located;

•	political or military conflict involving any of the countries in which we operate, which could cause a delay in the transportation of our products and raw materials to us and an increase in transportation costs;

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heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands;

•	a significant decrease in availability or increase in cost of raw materials or the inability to use raw materials produced in a country that is a major provider due to political, human rights, labor, environmental, animal cruelty or other concerns;

•	a significant decrease in factory and shipping capacity;

•	a significant increase in wage and shipping costs;

•	disease epidemics and health-related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;

•	migration and development of manufacturers, which could affect where our products are or are planned to be produced;

•	imposition of regulations, quotas and safeguards relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed;

•	imposition of duties, taxes and other charges on imports;

•	a significant fluctuation of the value of the United States dollar against foreign currencies; and

•	restrictions on transfers of funds out of countries where our foreign licensees are located.

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•	the location of the mall or the location of a particular store within the mall;

•	the other tenants occupying space at the mall;

•	increased competition in areas where the malls are located; and

•	the amount of advertising and promotional dollars spent on attracting consumers to the malls.

•	anticipating and responding to changing consumer tastes and demands in a timely manner and developing attractive, quality products;

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•	maintaining favorable brand recognition;

•	appropriately pricing products and creating an acceptable value proposition for customers;

•	providing strong and effective marketing support;

•	ensuring product availability and optimizing supply chain efficiencies with third-party manufacturers and retailers; and

•	obtaining sufficient retail floor space and effective presentation of our products at retail.

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(1)

Our 2006 Stock Incentive Plan provides us with the right to deduct or withhold, or require employees to remit to us, an amount sufficient to satisfy any applicable tax withholding requirements applicable to stock-based compensation awards. To the extent permitted, employees may elect to satisfy all or part of such withholding requirements by tendering previously owned shares or by having us withhold shares having a fair market value equal to the minimum statutory tax withholding rate that could be imposed on the transaction. All shares shown in this table were withheld during the fourth quarter of 2013 in connection with the settlement of vested restricted stock units and restricted stock to satisfy tax withholding requirements.

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An increase of $1.744 billion in net sales in our Calvin Klein North America and Calvin Klein International segments. The newly acquired Calvin Klein businesses contributed $1.635 billion of this increase. Also driving the increase was strong performance in the pre-acquisition North America businesses due to an 8% increase in the wholesale business combined with an increase in the retail business, driven by comparable store sales growth of 3% and square footage expansion. With respect to the newly acquired businesses, the North America underwear business performed well and exceeded plan, while the North America jeans business was weak as we focused on transitioning to elevated product for Fall 2014 and completed clearing excess inventory. Comparable store sales within the Calvin Klein International segment (which relate to newly acquired businesses) decreased 1%. The Calvin Klein businesses in Brazil and Asia performed well and exceeded expectations. Within Asia, the China business exhibited solid growth and the Korea business, although down compared to the prior year, showed improving trends during the year. The Calvin Klein business in Europe underperformed and was under pressure primarily due to our initiative to restructure the sales distribution mix in this region and the business’ concentration in Southern Europe, in particular Italy, where there is a weak macroeconomic environment. In addition, net sales in the Calvin Klein International segment in 2013 include a reduction of $30 million due to sales returns for certain Warnaco Asia wholesale customers in connection with an initiative to reduce excess inventory levels.

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An increase of $209 million in net sales attributable to growth in our Tommy Hilfiger North America and Tommy Hilfiger International segments. Within the Tommy Hilfiger North America segment, net sales increased 8%, principally driven by 4% retail comparable store sales growth, retail square footage expansion and double-digit growth in the wholesale business. Net sales in the Tommy Hilfiger International segment increased 6%. Growth in Europe was driven by a 6% European retail comparable store sales increase, retail square footage expansion and a 9% increase in the European wholesale business and also included the positive impact of foreign currency translation due to a stronger Euro as compared with the prior year period. These increases were partially offset by a revenue decline in Japan, where we continue our efforts to reposition the brand. The revenue in Japan was also negatively impacted by foreign currency translation due to a weaker Yen as compared with the prior year.

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An increase of $313 million in net sales in our Heritage Brands Wholesale and Heritage Brands Retail segments. The newly acquired Speedo, Warner’s and Olga businesses contributed $450 million of net sales in our Heritage Brands Wholesale segment and revenue in our pre-acquisition ongoing Heritage Brands wholesale businesses increased 2%. These revenue increases were partially offset by (i) the loss of $75 million of revenue generated in the fourth quarter of 2012 related to the exited Bass business; (ii) the loss of sales related to the exited Izod women’s and Timberland wholesale sportswear businesses, which totaled $42 million in 2012; and (iii) a comparable store sales decline of 7% in the retail business due, in large part, to weak performance at Bass during the first three quarters of 2013.

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An increase of $154 million in net sales attributable to growth in our Tommy Hilfiger North America and Tommy Hilfiger International segments. Within the Tommy Hilfiger North America segment, net sales increased 10%, principally driven by retail comparable store sales growth of 10%. Net sales in the Tommy Hilfiger International segment increased 2%, including a negative impact of approximately $110 million, or 6%, related to foreign currency translation. European retail comparable store sales grew 11% and the European wholesale business exhibited strong growth, but these increases were partially offset by weakness in Japan.

•	An increase of $70 million in net sales attributable to our Calvin Klein North America segment, driven principally by (i) a 12% increase in the North America Calvin Klein retail business, which was due to new store openings, store expansions and a 5% increase in comparable store sales; and (ii) a 16% increase in the North America wholesale business.

•	A $100 million reduction in net sales attributable to our Heritage Brands Wholesale and Heritage Brands Retail segments. Comparable store sales in the Heritage Brands Retail segment were relatively flat as compared to 2011, while sales in the Heritage Brands Wholesale segment decreased 10%, principally related to the exited sportswear businesses.

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•	incur or guarantee additional debt or extend credit;

•	make restricted payments, including paying dividends or making distributions on, or redeeming or repurchasing, our capital stock or certain debt;

•	make acquisitions and investments;

•	dispose of assets;

•	engage in transactions with affiliates;

•	enter into agreements restricting our subsidiaries’ ability to pay dividends;

•	create liens on our assets or engage in sale/leaseback transactions; and

•	effect a consolidation or merger, or sell, transfer, or lease all or substantially all of our assets.

(1)

At February 2, 2014, we had outstanding $1.636 billion under a senior secured Term Loan A facility and $939 million under a senior secured Term Loan B facility, which require mandatory payments through February 13, 2020 (according to the mandatory repayment schedules and prior to the refinancing of these facilities, as discussed above), $600 million of 7 3/8% senior unsecured notes due May 15, 2020 (prior to the March 2014 redemption of these notes, as discussed above), $700 million of 4 1/2% senior unsecured notes due December 15, 2022 and $100 million of

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(2)

Includes retail store, warehouse, showroom, office and equipment operating leases, as well as capital leases. Retail store operating leases generally provide for payment of direct operating costs in addition to rent. The obligation amounts listed include future minimum lease payments and exclude such direct operating costs. Please refer to Note 15, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.

(3)

Represents contractual commitments for goods on order and not received or paid for as of February 2, 2014. Substantially all of these goods are expected to be received and the related payments are expected to be made within six months of our year end. This amount does not include foreign currency exchange forward contracts that we have entered into to manage our exposure to exchange rate changes with respect to certain of these purchases. Please refer to Note 9, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.

(4)

Our minimum contractual royalty payments arise under numerous license agreements we have with third parties, each of which has different terms. Agreements typically require us to make minimum payments to the licensors of the licensed trademarks based on expected or required minimum levels of sales of licensed products, as well as additional royalty payments based on a percentage of sales when our sales exceed such minimum sales. Certain of our license agreements require that we pay a specified percentage of net sales to the licensor for advertising and promotion of the licensed products, in some cases requiring a minimum amount to be paid. Any advertising payments, with the exception of minimum payments to licensors, are excluded from the minimum contractual royalty payments shown in the table. There is no guarantee that we will exceed the minimum payments under any of these license agreements. However, given our projected sales levels for products covered under these agreements, we currently anticipate that future payments required under our license agreements on an aggregate basis will exceed the contractual minimums shown in the table.

(5)	We have an unfunded non-qualified supplemental defined benefit plan covering three current and 15 retired executives under which 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 us, the participant has been in such plan for at least 10 years and has attained age 55.

(6)	Represents payment obligations for sponsorships. We have agreements relating to our sponsorship of the Barclay’s Center, the Brooklyn Nets and certain other professional sports teams and athletes and other similar sponsorships.

(7)	Represents severance payment obligations primarily related to the acquisition and integration of Warnaco.

(8)	Represents a payment of $10 million to PVH Australia to contribute our 50% share of the joint venture funding, a payment of $5 million to acquire two additional Tommy Hilfiger stores in Russia from a former Tommy Hilfiger franchisee and other miscellaneous contractual obligations.

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+	Filed or furnished herewith.

*	Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

**

Certain Confidential Information contained in this Exhibit was omitted, pursuant to the grant of confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, by means of redacting portions of the text and replacing each of the redacted portions with an asterisk. A complete copy of this Exhibit has been previously filed separately with the Secretary of the Securities and Exchange Commission without the redaction.

***	Certain Confidential Information contained in this exhibit was omitted, pursuant to a request for confidential treatment.

(b)	Exhibits: See (a)(3) above for a listing of the exhibits included as part of this report.

(c)	Financial Statement Schedules: See page F-1 for a listing of the consolidated financial statement schedules submitted as part of this report.

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•	incur or guarantee additional debt or extend credit;

•	make restricted payments, including paying dividends or making distributions on, or redeeming or repurchasing, the Company’s capital stock or certain debt;

•	make acquisitions and investments;

•	dispose of assets;

•	engage in transactions with affiliates;

•	enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends;

•	create liens on the Company’s assets or engage in sale/leaseback transactions; and

•	effect a consolidation or merger, or sell, transfer, or lease all or substantially all of the Company’s assets.

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(2)	Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. This commingled fund invests in United States large cap equities that track the Russell 1000 Index.

(3)	Valued at the net asset value of the fund, as determined by the closing price in the active market in which the individual fund is traded. This mutual fund invests in a portfolio of equities outside the United States.

(4)	Valued with bid evaluation pricing where the inputs are based on actual trades in active markets, when available, as well as observable market inputs that include actual and comparable trade data, market benchmarks, broker quotes, trading spreads and/or other applicable data.

(5)	Valued at the net asset value of the funds, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. These funds invest in high-grade, short-term, money market instruments.

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

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

(8)	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 United States and international equities seeking long-term growth of principal and income.

(9)	Valued at the closing price in the active market in which this fund is traded. This fund invests in United States large cap equities that track the Russell 1000 Index.

(10)	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 United States seeking long-term capital appreciation.

(11)

The Company uses third-party pricing services to determine the fair values of the financial instruments held by the Pension Plans. The Company obtains an understanding of the pricing services’ valuation methodologies and related inputs and validates a sample of prices provided by the pricing services by reviewing prices from other pricing sources and analyzing pricing data in certain instances. The Company has not adjusted any prices received from the third-party pricing services.

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(1)	Includes $30,000 of sales returns for certain Warnaco wholesale customers in Asia in connection with the Company’s initiative to reduce excess inventory levels.

(2)	No single customer accounted for more than 10% of the Company’s revenue in 2013, 2012 and 2011.

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(1)

Includes corporate expenses not allocated to any reportable segments. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance, information technology related to corporate infrastructure and actuarial gains and losses from the Company’s pension and other postretirement plans. Actuarial gains (losses) from the Company’s pension and other postretirement plans totaled $52,539, $(28,142) and $(76,120) in 2013, 2012 and 2011, respectively.

(2)

Income (loss) before interest and taxes for 2013 includes costs of $469,690 associated with the Company’s acquisition and integration of Warnaco and the related restructuring. Such costs were included in the Company’s segments as follows: $87,703 in Calvin Klein North America; $237,500 in Calvin Klein International; $43,874 in Heritage Brands Wholesale and $100,613 in corporate expenses not allocated to any reportable segments.

(3)	Loss before interest and taxes for 2013 includes a loss of $20,228 associated with the sale of substantially all of the assets of the Company’s Bass business.

(4)

Income before interest and taxes for 2013 includes income of $24,309 related to the amendment of an unfavorable contract. At the time of the Tommy Hilfiger acquisition in 2010, a liability was recorded for such unfavorable contract. The amendment executed in the third quarter of 2013 adjusted the contract terms thereby reducing the amount by which the contract was unfavorable and resulted in a reduction of the liability, amounting to $24,309. Such income was included in the Company’s segments as follows: $12,000 in Tommy Hilfiger North America and $12,309 in Tommy Hilfiger International.

(5)	Loss before interest and taxes for 2013 includes costs of $40,395 associated with the Company’s debt modification and extinguishment. Please refer to Note 7, “Debt,” for a further discussion.

(6)	Income (loss) before interest and taxes for 2012 includes costs of $20,525 associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows: $379 in Tommy Hilfiger North America; $15,441 in Tommy Hilfiger International and $4,705 in corporate expenses not allocated to any reportable segments.

(7)	Loss before interest and taxes for 2012 includes costs of $42,579 associated with the Company’s acquisition of Warnaco.

(8)	Income before interest and taxes for 2011 includes costs of $8,118 related to the Company’s negotiated early termination of its license to market sportswear under the Timberland brand and its exit of the Izod women’s wholesale sportswear business.

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(9)	Income (loss) before interest and taxes for 2011 includes costs of $69,522 associated with the Company’s integration of Tommy Hilfiger and the related restructuring. Such costs were included in the Company’s segments as follows: $44,704 in Tommy Hilfiger North America; $5,419 in Tommy Hilfiger International; and $19,399 in corporate expenses not allocated to any reportable segments.

(10)	Income before interest and taxes for 2011 includes a one-time expense of $20,709 recorded in connection with the Company’s reacquisition of the rights to the Tommy Hilfiger trademarks in India that had been subject to a perpetual license. Please refer to Note 2, “Acquisitions and Divestitures,” for a further discussion.

(11)	Loss before interest and taxes for 2011 includes costs of $16,233 associated with the Company’s modification of its senior secured credit facility. Please refer to Note 7, “Debt,” for a further discussion.

(1)	Corporate at February 3, 2013 included $700,000 of cash that arose from senior notes that were issued to fund a portion of the consideration for the Warnaco acquisition.

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(2)	Capital expenditures in 2013 include $13,624 of accruals that will not be paid until 2014. Capital expenditures in 2012 include $4,184 of accruals that were not paid until 2013. Capital expenditures in 2011 include $5,786 of accruals that were not paid until 2012.

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(1)	The first, second, third and fourth quarters of 2013 include pre-tax costs of $182,477, $127,600, $61,042 and $98,571, respectively, associated with the Warnaco acquisition and the related integration and restructuring.

(2)	The first quarter of 2013 includes pre-tax interest expense of $840 incurred prior to the Warnaco acquisition closing date related to the $700,000 of senior notes issued to fund a portion of the consideration for the acquisition.

(3)	The first quarter of 2013 includes pre-tax costs of $40,395 associated with the Company’s debt modification and extinguishment.

(4)	The second, third and fourth quarters of 2013 include a tax expense (benefit) of $28,024, $(27,520), and $4,647, respectively, associated with non-recurring discrete items related to the Warnaco integration.

(5)	The third quarter of 2013 includes pre-tax income of $24,309 due to the amendment of an unfavorable contract, which resulted in the reduction of a liability recorded at the time of the Tommy Hilfiger acquisition.

(6)	The third and fourth quarters of 2013 include pre-tax losses of $19,453 and $775, respectively, associated with the sale of substantially all of the assets of the Company’s Bass business.

(7)	The fourth quarter of 2013 includes a pre-tax actuarial gain of $52,539 on pension and other postretirement plans.

(8)	The fourth quarter of 2013 includes a tax expense of $120,000 related to an increase to the Company’s previously established liability for an uncertain tax position related to European and United States transfer pricing arrangements.

(9)	The first, second, third and fourth quarters of 2012 include pre-tax costs of $3,316, $4,541, $6,561 and $6,107, respectively, associated with the Company’s integration of Tommy Hilfiger and related restructuring.

(10)	The third and fourth quarters of 2012 include pre-tax costs of $6,412 and $36,167 associated with the Company’s acquisition of Warnaco.

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(11)	The third and fourth quarters of 2012 include tax benefits of $4,500 and $9,451, respectively, resulting from the recognition of previously unrecognized net operating loss assets and tax credits.

(12)	The fourth quarter of 2012 includes a pre-tax actuarial loss of $28,142 on pension and other postretirement plans.

(13)	The fourth quarter of 2012 includes pre-tax interest expense of $3,656 incurred prior to the Warnaco acquisition closing date related to the $700,000 of senior notes issued to fund a portion of the consideration for the acquisition.

(14)

The first and second quarters of 2013 include amounts that have been adjusted from the amounts that were previously reported in the Company’s 2013 Quarterly Reports on Form 10-Q. During the process of finalizing the Warnaco purchase price allocation in the fourth quarter of 2013, the Company received additional information about facts and circumstances that existed as of the Warnaco acquisition date. As a result of the receipt of new information, which was included in the final valuation report from a third-party valuation firm, and considering the results of that report, the Company estimated the fair value of the order backlog acquired as part of the Warnaco acquisition to be $24,100 lower than the estimated provisional amount. As a result of this adjustment to fair value, the carrying amount of the order backlog (which was being amortized principally over six months) was retrospectively decreased as of February 13, 2013, with a corresponding increase to goodwill and other intangible assets (net of related deferred taxes), and the related order backlog amortization expense for the first and second quarters of 2013 was reduced. The Company recorded these measurement period adjustments in the fourth quarter of 2013 and applied the adjustments retrospectively in accordance with FASB guidance for business combinations. The measurement period adjustments were included in the results of the Calvin Klein International segment. The following presents amounts previously reported in the Company’s 2013 Quarterly Reports on Form 10-Q, as applicable, and the amounts as retrospectively adjusted:

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(1)

2013 includes (a) pre-tax costs of $469,690 associated with the Company’s acquisition and integration of Warnaco and the related restructuring; (b) pre-tax costs of $40,395 associated with the Company’s debt modification and extinguishment; (c) pre-tax income of $24,309 due to the amendment of an unfavorable contract; (d) a pre-tax loss of $20,228 associated with the sale of substantially all of the assets of the Company’s Bass business; (e) a pre-tax actuarial gain of $52,539 on pension and other postretirement plans; (f) pre-tax interest expense of $840 incurred prior to the Warnaco acquisition closing date related to the $700,000 of senior notes issued to fund the acquisition; (g) a net tax expense of $5,151 associated with non-recurring discrete items related to the Warnaco acquisition; and (h) a tax expense of $120,000 related to an increase to the Company’s previously established liability for an uncertain tax position related to European and United States transfer pricing arrangements.

(2)

2012 includes (a) pre-tax costs of $20,525 associated with the Company’s integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $42,579 associated with the Company’s acquisition of Warnaco; (c) a pre-tax actuarial loss of $28,142 on pension and other postretirement plans; (d) pre-tax interest expense of $3,656 incurred in the fourth quarter related to the $700,000 of senior notes issued that quarter; and (e) a tax benefit of $13,951 resulting from the recognition of previously unrecognized net operating loss assets and tax credits.

(3)

2011 includes (a) pre-tax costs of $69,522 associated with the Company’s integration of Tommy Hilfiger and the related restructuring; (b) pre-tax costs of $8,118 related to the Company’s negotiated early termination of its license to market sportswear under the Timberland brand and its exit of the Izod women’s wholesale sportswear business; (c) a pre-tax expense of $20,709 recorded in connection with the Company’s reacquisition of the rights to the Tommy Hilfiger trademarks in India that had been subject to a perpetual license; (d) pre-tax costs of $16,233 associated with the Company’s modification of its senior secured credit facility; (e) a pre-tax actuarial loss of $76,120 on pension and other postretirement plans; and (f) a tax benefit of $5,352 resulting from the revaluation of certain deferred tax liabilities in connection with a decrease in the tax rate in Japan.

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(4)

2010 includes (a) pre-tax costs of $338,317 associated with the Company’s acquisition and integration of Tommy Hilfiger, including transaction, restructuring and debt extinguishment costs and the effects of hedges against Euro to United States dollar exchange rates related to the purchase price; (b) pre-tax costs of $6,552 associated with the Company’s exit from its United Kingdom and Ireland Van Heusen dresswear and accessories business; (c) a pre-tax actuarial loss of $4,534 on pension and other postretirement plans; and (d) a tax benefit of $8,873 related to the lapse of the statute of limitations with respect to certain previously unrecognized tax positions.

(5)	2009 includes (a) pre-tax costs of $25,897 associated with the Company’s restructuring initiatives announced in the fourth quarter of 2008; (b) a pre-tax actuarial loss of $9,859 on pension and other postretirement plans; and (c) a tax benefit of $29,400 related to the lapse of the statute of limitations with respect to certain previously unrecognized tax positions.

(6)	Stockholders’ equity per equivalent common share is calculated by dividing stockholders’ equity by the sum of common shares outstanding and the number of common shares that the Company’s Series A convertible preferred shares are convertible into for the applicable years, as such convertible preferred stock is classified within stockholders’ equity in the Company’s Consolidated Balance Sheets.

(7)	Total capital equals interest-bearing debt (including capital leases) and stockholders’ equity.

(8)	Net debt and net capital are total debt (including capital leases) and total capital reduced by cash.

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(a)	Contains activity associated with the wholesale sales allowance accrual included in accrued expenses. Please see Note 21, “Other Comments” for specified amounts.

(b)	Principally due to the acquisition of Warnaco in 2013.

(c)	Principally accounts written off as uncollectible, net of recoveries.