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•	Calvin Klein Collection — our “halo” brand, under which men’s and women’s high-end designer apparel and accessories, as well as items for the home, are sold through the wholesale channel across the globe and through flagship stores in Asia and our own Calvin Klein Collection retail flagship store on Madison Avenue in New York City;

•	Calvin Klein (platinum label) — our “bridge” brand, formerly known as ck Calvin Klein, was rebranded in 2013 in order to unify the Calvin Klein brands under one umbrella. This line offers apparel and accessories, which are sold in the wholesale channel through specialty and department stores in various regions, as well as in free-standing stores in Asia;

•	Calvin Klein (white label) — our “better” brand includes offerings such as men’s sportswear and dress furnishings, men’s and women’s outerwear, fragrance, accessories, footwear, performance apparel, women’s sportswear, dresses and handbags and items for the home. Distribution is primarily in North America through department stores and free-standing stores;

•	Calvin Klein Jeans — offerings under this label include men’s and women’s jeans and related apparel, which are distributed worldwide, and denim accessories, which are distributed in Europe and Asia; and

•	Calvin Klein Underwear — offerings under this label include men’s and women’s underwear, sleepwear and loungewear, which are distributed worldwide.

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Calvin Klein Wholesale — We operate wholesale businesses, as mentioned above, through which we distribute and sell Calvin Klein products to third party retailers and distributors (in brick and mortar stores and online through e-commerce sites). 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, Inc. and Macys.com. 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 (in stores and online), as well as through free-standing stores. Our Calvin Klein Jeans and Calvin Klein Underwear businesses primarily distribute products through department stores, chain stores, Company-operated retail stores, shop-in-shop/concession locations and stores operated under retail licenses and/or distributor agreements and through e-commerce sites operated by key department store customers and pure play e-commerce retailers.

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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. We 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, our Calvin Klein

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Licensing — We maintain licensing and similar arrangements globally 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, cosmetics, 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 65 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 (“PVH Australia”), in 2013, in which we own a 50% economic interest. The joint venture licenses through a subsidiary the rights to distribute and sell Calvin Klein brand products in Australia, New Zealand and other island nations in the South Pacific. In 2014, we contributed to the joint venture our subsidiaries that were operating the Calvin Klein Jeans businesses in Australia and New Zealand and, in connection with this contribution, these subsidiaries were deconsolidated. As part of the Warnaco acquisition, we acquired a 51% interest in a joint venture in India, which licenses the rights to the Calvin Klein trademarks in India. During the first quarter of 2014, our joint venture partners’ interests were sold to a new shareholder and, as a result of the entry into a shareholder agreement with different governing arrangements as compared to the arrangements with the prior minority shareholders, we were deemed to no longer hold a controlling interest in the joint venture. As a result, the joint venture was deconsolidated.

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•	Tommy Hilfiger — Our core line, which embodies the brand’s “classic American cool” spirit and “preppy with a twist” designs and focuses on a 25 to 40 year-old consumer. Products are sold domestically and internationally through our own retail stores (specialty stores and outlet stores), through the wholesale channel and through our e-commerce websites.

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Hilfiger Denim — This line is inspired by American denim classics with a modern edge that is more casual than the Tommy Hilfiger label. Targeting the 18 to 30 year-old denim-oriented consumer, the line focuses on premium denim separates, footwear, bags, accessories, eyewear and fragrance. Products are primarily sold outside North America and can be purchased in our own retail stores, through the wholesale channel and through our e-commerce websites.

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Hilfiger Collection — This line is the pinnacle of the Tommy Hilfiger product offering and features its most directional styles for women, blending the brand’s Americana heritage with contemporary influences. The collection includes designs that premiere on the runway during New York Fashion Week, in addition to accessibly priced pre-collections. Hilfiger Collection is manufactured in Italy with luxurious premium quality textiles, and is available globally at select Tommy Hilfiger stores and wholesale partners, and through our e-commerce websites.

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Tommy Hilfiger Tailored — This line integrates a sharp, sophisticated style with the brand’s American menswear heritage. From structured suiting to casual weekend wear, classics are modernized with precision fit, premium fabrics, updated cuts, rich colors and luxe details executed with the brand’s signature twist. Tommy Hilfiger Tailored is available globally at select Tommy Hilfiger stores and wholesale partners, and through our e-commerce websites.

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

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Retail — The Tommy Hilfiger retail business principally consists of the distribution and sale of Tommy Hilfiger products in North America, Europe 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, beginning in 2015, Australia, 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 September 2011, we acquired the perpetually licensed rights to the Tommy Hilfiger trademarks in India from GVM International Limited (“GVM”) and acquired from affiliates of GVM a 50% economic interest in a company that was renamed Tommy Hilfiger Arvind Fashion Private Limited (“TH India”). TH India was GVM’s sublicensee of the Tommy Hilfiger trademarks for apparel, footwear and handbags in India. As a result of the transaction, TH India is now the direct licensee of the trademarks for all categories (other than fragrance), operates a wholesale apparel, footwear and handbags business in connection with its license and sublicenses the trademarks for certain other product categories in the region. In November 2012, we formed, with an experienced local partner, a joint venture in Brazil in which we own a 40% economic interest. The joint venture holds an exclusive license for the Tommy Hilfiger brand in Brazil that became effective in January 2013. Most recently, subsequent to the end of 2014, we completed a transaction whereby the Tommy Hilfiger businesses in Australia (which had previously been licensed to a third party) were added to our existing joint venture in Australia (which previously only licensed the Calvin Klein brand).

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The design and marketing of men’s dress shirts and neckwear primarily to department, chain and specialty stores, 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, J. Garcia, Ike Behar, MICHAEL Michael Kors and Michael Kors Collection. We also market dress shirts under the Geoffrey Beene, Chaps and Ryan Seacrest brands and neckwear under the Nautica, Ted Baker and Claiborne 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, Chaps, ARROW and Geoffrey Beene were the first, second, third and fourth best selling national brand dress shirts, respectively, in United States department and chain stores in 2014.

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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 IZOD were the first and second best selling national brand men’s woven sport shirts, respectively, and ARROW was the second best selling national brand men’s knit shirt in United States department and chain stores in 2014.

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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, a 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 sporting goods stores, team dealers, swim clubs, off-price stores, catalog retailers and e-commerce, including Speedo’s own website.

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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 various distribution channels, including department, chain, mass market, club and off-price stores. Warner’s was the second best selling average figure brand in United States department and chain stores in 2014 and has the largest market share for wire-free bras. Warner’s experienced particularly strong results in 2014, with all five of its bra launches ranking within the top ten launches for the year.

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•	Realizing the long-term Calvin Klein, Tommy Hilfiger and Heritage Brands revenue opportunities;

•	Investing in global platforms and operations to support global growth;

•	Capturing the digital opportunity, as we focus on growing our sales across all platforms;

•	Expanding our brands’ presence in Asia and Latin America;

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•	Optimizing our global supply chain to support and drive strategic brand initiatives;

•	Investing in and developing our global talent; and

•	Acquiring licensed businesses where and when we believe that we can leverage our core competencies to operate the business.

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Apparel — Outside of North America, our Calvin Klein apparel assortments are underpenetrated compared to our Tommy Hilfiger offerings. We believe that we can grow our non-domestic apparel sales, given our strong brand positioning and proven success in other brand offerings. We believe that jeanswear, womenswear and men’s tailored offerings represent significant opportunities, both in North America and internationally.

•	Accessories — We see opportunity to grow our handbag, small leather goods and accessories offerings across our geographies. In North America, we are opening free-standing Calvin Klein accessories outlet stores, based on encouraging performance in the category. We are also introducing and developing the accessories category in Asia, Europe and Latin America.

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Women’s Intimates — We believe that we can further expand and improve the performance of our women’s intimates assortments, particularly as we leverage our strong positioning and brand awareness in men’s underwear. To that extent, we have been focused on improving our designs, detailing and quality. Fit has been another key focus area, and we are adding extended women’s sizing and tailoring products to accommodate different regional markets. As we make these changes, we also continue to advance our sourcing capabilities, including taking a more regionalized approach, reducing lead times to allow us to respond to customer purchasing patterns and improving speed-to-market for our core and replenishment categories. We have been pleased with performance of several recent global launches, including Modern Cotton and Perfectly Fit.

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E-commerce — Across all of our geographies, we seek to grow our e-commerce sales within our directly operated sites, as well as those operated by key customers. Accordingly, we have been making significant investments to enhance the functionality, technology and navigation of our e-commerce sites. We are also investing to expand the number of countries to which we ship. To accommodate this growth, we have invested in expanding our supply chain and logistics capabilities.

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•	Retail expansion — We see room for square footage growth across most of our geographies. We see the largest potential to open additional retail locations in Asia, Latin America, Mexico and, to a lesser extent, Europe, the United States and Canada.

•	Wholesale expansion — We believe that we can continue to gain market share and expand our floor space across our key markets.

•	Travel retail — Travel retail locations, which are located in major airports across the world, are an important component of Calvin Klein’s growth. We see the largest opportunity to open additional travel retail locations in Asia and Latin America.

•	Men’s tailored clothing — We acquired the European men’s tailored license in 2012. We believe that we can grow this business as we leverage our core competencies in dress furnishings and tailored apparel.

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Underwear — We see significant room to grow the Tommy Hilfiger underwear business as we leverage our Calvin Klein Underwear expertise with regards to fit, styling, sourcing and fabrics. Emphasizing our ongoing support for the underwear and tailored categories, in December 2014, Tommy Hilfiger announced that internationally renowned tennis star Rafael Nadal will appear as the global brand ambassador for the Tommy Hilfiger underwear and Tommy Hilfiger Tailored collections beginning in Fall 2015.

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Women’s apparel and accessories —We believe that we can grow our womenswear assortments, particularly in Asia, our least penetrated market. Across the world, our women’s offerings are notably underpenetrated compared to the industry standard of approximately 60%-65%. Throughout 2014, we undertook several efforts to raise awareness of and grow this business, which were successful, including the expansion of the Hilfiger Collection wholesale strategy, introduction of a capsule collection with actress Zooey Deschanel and our partnership with Alexa Chung, a model, author and TV personality who is widely known throughout the fashion community.

•	E-commerce — Across all of our geographies, we seek to grow our e-commerce sales within our directly operated sites, as well as those operated by key customers. Accordingly, we have been making significant investments to enhance the functionality, technology and user experience across our e-commerce sites. We are also investing to expand the number of countries to which we ship.

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Retail expansion — We see room for square footage growth across most of our geographies. We see the largest potential to open additional retail locations in the Middle East and Africa, along with France and the United Kingdom and continued growth in Northern Europe and North America. In addition, we operate concession businesses in key department stores in Japan and see opportunities to secure additional key locations to expand our presence and elevate the brand.

•	Wholesale expansion — We believe that we can continue to gain market share and expand floor space across key markets and enhance the brand’s distribution of elevated product categories, including Hilfiger Collection and Tommy Hilfiger Tailored.

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•	Growing our licensed operations — Our licensed operations in Latin America (particularly Brazil) and Asia Pacific (including China, India, Southeast Asia and Australia) represent a significant growth opportunity for us. We believe there are ample opportunities for additional licensee, franchisee and distributor locations.

•	Dress Furnishings —  We operate the world’s largest dress shirt and neckwear business. We are focused on maintaining and expanding our positioning as we introduce innovative new styles and designs. Across our businesses, we are continually evaluating new brand licensing opportunities, which will allow us to leverage our strong established platforms in the dress furnishings category.

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Sportswear — Across our sportswear offerings, we are focused on elevating our products through quality, detailing and fashion. Brand specific initiatives exist as well. For IZOD, we seek to expand our offerings at Kohl’s Corporation, grow our golf business and continue to invest in in-store branding and new shop presentations. For Van Heusen and ARROW, we are focused on strengthening our position in the mid-tier department stores, reinforcing the value equation for each brand and growing through cross-channel expansion.

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Core Intimates — We see a healthy path of growth for Warner’s and Olga. Within our existing wholesale presentations, we have been investing in enhanced fixtures, signage and additional marketing support. These investments have led to improved sell-throughs, as they have helped elevate our brand perception with consumers and showcase our products more effectively. We also believe that we can expand our distribution, particularly within the mass channel and throughout Mexico (primarily across mass retailers).

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Swim —  Given Speedo’s strong reputation in the world of competitive swimming, we plan to continually innovate and extend our product offerings of swimwear and swim products. We also see potential to broaden the brand’s customer base and relevance beyond the competitive swimmer population to reach more general fitness and recreational consumers. We look to leverage opportunities around the 2016 Olympics to further fuel the business.

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E-commerce — E-commerce is a notable focus area, as we seek to increase our presence within the e-commerce sites operated by our key department store partners, through pure-play e-tailers and through our directly operated www.speedousa.com website. Through third party websites, we are focused on expanding our product offerings, raising their profile, and improving our sell-throughs. Within our directly operated Speedo USA website, we are focused on generating higher traffic, enhancing our technologies and improving website navigation.

•	Wholesale expansion — We believe that we can expand our penetration across key wholesale accounts by gaining market share, opening additional shop environments (including leveraging our recent launch of IZOD at Kohl’s and expanding ARROW across J.C. Penney Company, Inc. locations starting in Fall 2015) and expanding our product offerings.

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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 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, share repurchases, dividend payments, 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.

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

•	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 2014 principally in connection with the settlement of vested restricted stock units and restricted stock to satisfy tax withholding requirements.

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The aggregate addition of $141 million in net sales attributable to growth in our Tommy Hilfiger North America and Tommy Hilfiger International segments. Tommy Hilfiger North America net sales increased 6%, principally due to high-single digit percentage wholesale growth, retail comparable store sales growth of 2% and square footage expansion in Company-operated stores. Tommy Hilfiger International net sales increased 3%, driven principally by

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The net addition of $86 million in net sales in our Calvin Klein North America and Calvin Klein International segments. Calvin Klein North America net sales increased 6% due to the ten additional days of operations in 2014 of the acquired Calvin Klein businesses compared to 2013, combined with mid-single digit percentage wholesale growth, a 2% increase in retail comparable store sales and square footage expansion in Company-operated stores. Calvin Klein International net sales increased 1% as the impact of the ten additional days of operations in 2014 of the acquired Calvin Klein businesses compared to 2013 and the absence in 2014 of $30 million of sales returns recorded in 2013 for certain wholesale customers in Asia in connection with our initiative to reduce excess inventory levels was partially offset by a 5% decrease in international retail comparable store sales and a 1% negative impact from foreign currency translation. The decline in international retail comparable store sales is due in large part to a decrease in Asia resulting from the timing of the Chinese New Year, as fiscal 2014 did not include a Chinese New Year, while the holiday fell into both the first and fourth quarters in 2013. Also contributing to the retail comparable store decline was underperformance in Europe in the first half of the year.

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The net reduction of $185 million of net sales in our Heritage Brands Retail and Heritage Brands Wholesale segments, which includes a reduction of $176 million related to the loss of net sales of the exited Bass business, as mid-single digit percentage growth in the wholesale sportswear business was more than offset by poor performance within the dress shirt business and a 5% comparable store sales decline in our retail stores (excluding the Izod retail business in the fourth quarter, which is no longer included in retail comparable store sales as the business is being exited in 2015).

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The net addition of $313 million in net sales in our Heritage Brands Wholesale and Heritage Brands Retail segments. The 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.

•	The aggregate addition 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%,

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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.

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(1)	At February 1, 2015, we had outstanding $1.912 billion under a senior secured Term Loan A facility and $837 million under a senior secured Term Loan B facility, which require mandatory payments through February 13, 2020 (according to the mandatory repayment schedules), $700 million of 4 1/2% senior unsecured notes due December 15, 2022 and $100 million of 7 3/4% debentures due November 15, 2023.

(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 1, 2015. 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 certain 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, as well as agreements with models and stylists.

(7)	Represents severance payment obligations primarily related to the acquisition and integration of Warnaco and the closure of our Izod retail business.

(8)	Represents a payment of $20 million to PVH Australia to contribute our 50% share of the joint venture funding. This amount is classified as restricted cash, which is included in other current assets in our Consolidated Balance Sheet as of February 1, 2015.

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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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