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Phillips-Van Heusen Corporation (NYSE:PVH)

2013 Annual Shareholder Meeting

June 20, 2013 10:00 am ET

Executives

Emanuel Chirico - Chairman and Chief Executive Officer

Fred Gehring - Independent Director, Chief Executive Officer of Tommy Hilfiger Group and Chief Executive Officer of International Operations

Ken Duane - Vice Chairman of Wholesale Apparel

Paul Thomas Murry - Member of Operating Committee and Chief Executive Officer of Calvin Klein

Michelle ODonnell

Operator

Good morning. I'm Mark Fischer, General Counsel and Secretary of PVH Corp. As you take your seats, I'll present our safe harbor statement. The presentations to be made during this meeting include market and industry data from research surveys, studies and publications issued by third parties and information from customers. While we believe the information is reliable, we have not verified it and do not represent its accuracy. The presentations also contain forward-looking statements that reflect our views as of June 12, 2013, future events and performance. These statements are subject to risks and uncertainties including those identified in our SEC filings. As such, our future results could differ materially from previous results or current expectations. The risks include the company's right to change its strategies, objectives and intentions; its need to use significant cash flow to service its debt obligations; its vulnerability to weather, economic conditions, fuel prices, fashion trends, loss of retail accounts, epidemics, war, terrorism, scarcity of raw materials and other factors; its reliance on the sales of its business partners and its exposure to the behavior of its associates, business partners and licensors. We do not undertake any obligation to update publicly any forward-looking statement including estimates regarding revenue and earnings. The presentation also includes GAAP financial measures as defined by the SEC. Reconciliations of these measures are included in our current reports on Form 8-K identified in the press release we released announcing this meeting. The 8-Ks are available on pvh.com and on the SEC website. And now, I'd like to introduce Manny Chirico, Chairman and CEO of PVH.

Emanuel Chirico

Thanks, Mark. Thanks for the great introduction, it was completely scintillating. First of all, good morning to everyone and thank you for joining us for our 2013 Annual Shareholders' Meeting. I would first like to introduce all of our stockholders -- excuse me, all of our directors. To my immediate left, as I go around the table, is Fred Gehring, Craig Rydin, Helen McCluskey, Henry Nasella, Mary Baglivo. Across the aisle is Jim Marino, Rita Rodriguez, Bruce Maggin, Joe Fuller, Juan Figuereo and Margaret Jenkins. All of these individuals, along with myself, are also nominees for directors this year. Our accountants, Ernst & Young, their representatives are here today, Tim Tracy, Mike Petrane and Becky Burke of Ernst & Young are here and they'll be available to answer your questions as we go through the meeting.

The Secretary has informed me that we have an affidavit certifying the mailing of the Notice of the Annual Meeting, the Proxy Statement, the form of the Proxy Statement and the annual report. It will be annexed to the minutes of this meeting. Becky Paulson of Wells Fargo Services, our transfer agent, has been appointed as Inspector of Election for this meeting. An oath of inspector has been filed and will be annexed to the minutes of this meeting as well.

Any stockholder who has not executed a proxy, or wishes to change his or her proxy, may vote those shares in person by requesting a registration form and ballots. If anyone needs to do that, please raise your hands. The number of outstanding shares of all common stockholders eligible to vote as of April 23, 2013 was 81,044,559. The Inspectors of Election have advised me that we have over 50% of the eligible votes represented at the meeting and, therefore, we have a quorum. In the fact, we have over 71 million shares represented or over 88% of the eligible votes represented at the meeting.

As indicated in the proxy, we have 5 matters to vote upon at the meeting. After the introduction of each matter, you will be given the opportunity to comment on the specific proposal. Please hold all questions until the question-and-answer period later in the meeting.

The first matter, election of directors. The meeting is now open to consider the election of 12 directors for the coming year. May I please have the proposal?

Unknown Executive

I move that the stockholders of PVH Corp. elect as directors: Mary Baglivo, Emanuel Chirico, Juan Figuereo, Joseph B. Fuller, Fred Gehring, Margaret O. Jenkins, Bruce Maggin, V. James Marino, Helen McCluskey, Henry Nasella, Rita M. Rodriguez and Craig Rydin to serve for a term of 1 year expiring at the Annual Meeting of Stockholders in 2014 as set forth in the proxy statements of this meeting.

Emanuel Chirico

Do we have any questions or comments on the specific proposal? There being no questions, I close the discussion on that matter. Approval of the material terms under the company's performance and incentive bonus plan, the meeting is now open to consider the approval of this matter. May I have the proposal? There being no questions, I close the discussion on that matter.

Approval of the material terms under the their company's performance and incentive bonus plan, the meeting is now open to consider the approval of this matter. May I have the proposal.

Unknown Executive

I move that the stockholders of PVH Corp. approve the material terms of our performance incentive bonus plan as set forth in the Proxy Statement for this meeting.

Emanuel Chirico

Any questions or comments? There being none, I close the discussion on this matter.

Moving to -- the meeting is now open to consider the approval of the material terms under the company's Long-Term Incentive Plan. May I please have the proposal?

Unknown Executive

I move that the stockholders PVH Corp. approve the material terms of our Long-Term Incentive Plan as set forth in the Proxy Statement for this meeting.

Emanuel Chirico

The meeting is now open for any questions or comments on the proposal. There being none, I close the discussion on this matter.

The meeting is now open to consider the approval, on an advisory basis, of the compensation plans for the company's named executive officers. May I please have the proposal?

Unknown Executive

I move that the stockholders of PVH Corp. approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed, pursuant the rules of the Securities and Exchange Commission in the Proxy Statement for this meeting.

Emanuel Chirico

Any questions or comments? There being none, I close the discussion on this matter.

The meeting is now open to consider the ratification of the appointment of Ernst & Young LLP as auditors for the current fiscal year. May I please have the proposal?

Unknown Executive

I move that the stockholders of PVH Corp. ratify the appointment of Ernst & Young LLP as independent auditors of the company for the fiscal year ending February 2, 2014, as set forth in the Proxy Statement of this meeting.

Emanuel Chirico

Any questions or comments? There being none, I now close the discussion on that matter as well.

Before we go into our business plan, I'd like to introduce some of our key executives that are here today. First, Fred Gehring, the Chief Executive Officer of Tommy Hilfiger and PVH International operations; Michael Shaffer, Michael will stand up, Michael Shaffer, Chief Operating Officer and Chief Financial Officer of PVH; Ken Duane, Chief Executive Officer, Heritage Brands and North America Wholesale; Tom Murry, Chief Executive Officer, Calvin Klein Inc; Steve Shiffman, President and Chief Commercial Officer, Calvin Klein Inc; Gary Sheinbaum, CEO, Tommy Hilfiger North America; Marc Schneider, Group President, Heritage Brands. Also not able to attend today, but clearly working very hard on the Warnaco acquisition and integration in Europe, David Grieder, who is our CEO of the Calvin Klein European operations, is not here today but he is missed, but he's working very hard on it. I'd also like to introduce 2 new additions to our senior executive staff from the Warnaco group. Les Hall, the President of Core Intimates and Jim Gerson, the President, swimwear of PVH Swimwear and Speedo.

Before we get into our comments, I feel remiss if I didn't welcome back 3 key people who have the biggest portion of the success that we've enjoyed at PVH. First, our retired director, Ed Cullen, who retired last year and he's back to visit us. Ed, where are you? Ed's in the back of the room. Say hello, Ed. Thank you for coming. Linds Kundell, who handled our administration of all our marketing for our Heritage Brands and came back to business as well. Linds is somewhere in the room. I saw her. And the person who I miss most, Pam Hootkin, our Treasurer and who handled our Investor Relations. Okay, I'm going to go -- I'm just going to get into our business overview a little bit. I'm going to ask the -- our key executives running our Tommy Hilfiger, Fred, running our Calvin business, Tom Murry, and our Heritage in North America Wholesale business is Ken Duane, to come up and really talk about their businesses, in each of the key parts, to really give you an overview of some of the things, exciting things, we have going on within the company and some of the accomplishments that we've had over the years. I'll just try to set the stage.

Obviously, this year, the last 6 months, our focus has really been on the Warnaco acquisition, and how we believe it really positions us for accelerated growth as we go into fiscal 2014; how bringing back the brands and reuniting the Calvin Klein brand together, really gives us tremendous opportunity to continue to grow that brand; continue to operate more of the businesses directly, our sales globally around the world. So it's clearly an exciting time for us. It clearly changes the type of company we are, our revenues today for fiscal 2013, are estimated in excess of $8 billion. Our pro forma EBIT number, which were estimated to be about $1.1 billion. The mix of business and how it is, clearly the Calvin Klein and Tommy Hilfiger businesses represent over 75% of our revenues and represent well over 80%, close to 85% of our total profitability. Those are the 2 businesses that are driving our growth as we go forward. And our Heritage businesses continued to provide the stability of strong cash flows, allowing us to make the investments in our growth opportunities as we go forward as well and giving us a level of stability, particularly in North America.

It also -- We've really changed how we look at ourselves as a global mix of business. Our Asia and Latin America business which, last year, was about 7%, doubled in size, growing to over 14% of our revenues and as significantly higher percentage of our profitability, giving the outsize profitability of those businesses in that region of the world. As you also moved to Asia and Latin America, you could see the contribution grows to over 20% as well. So clearly, the developing part of the world, the fast-growing part of the world is becoming a bigger and bigger portion of our portfolio as we go forward. And we see it fueling our growth as we go forward as well.

This a chart I always like to show. It really discusses our growth. We always seem to measure ourselves from the Calvin Klein acquisition in 2013 where we really transformed the type of company where we are. It's just been a dramatic change in that period where we brought Calvin in and really we're able to fuel the growth. You see our revenues growing by about almost $1 billion and seeing our profitability triple, more than triple, during that same period of time.

We, like every company in the world, had to deal with the financial crisis and we're able to manage our way through it very successfully. We used it as an opportunity to continue to stabilize the business, continue to generate a significant amount of cash, put our balance sheet in excellent position to -- as we came out of the great recession, we're able to make a very aggressive move by acquiring the Tommy Hilfiger business and that business has really helped us become much more of a global company, fueling our growth, where we've more than just about tripled our revenues and have taken our profits well over $6 a share in 2013 -- 2012, to really take our growth as we go forward. When you look at us during this period of time, on a compounded annual growth rate, our revenues have grown by over 16% and our earnings-per-share growth during that same time is in excess of 20%. So clearly, we've been able to take advantage of the acquisitions we've made, been able to utilize our balance sheet and our purchasing power and have used that as an asset to really grow the company and to take us to new heights.

When we measure ourselves, it's not just how we are performing on an absolute basis, but how we measure ourselves against all peers and our competitors -- from a competitive point of view and where you see our growth. So clearly, in the 2 areas that we focus on, which we believe drive share price is revenue and earnings per share growth, with even a greater emphasis on earnings-per-share growth, as well as just looking at overall shareholder return over the last 1-year, 3-year and 5-year periods, where you see our performance and shareholder return is in the top 10% of companies and the measures that we perform against. So clearly, the investments we've been making have been paying off for our shareholders and we've been able to grow our company as we've gone forward. And with that, I'd like to turn it over to Fred Gehring, my partner in running the European and International operations, and really taking the Tommy Hilfiger brand for the last 10 years through some significant growth, and we've been fortunate to capture a great portion of that in the last 3 years as well and enjoy that growth. So Fred Gehring.

Fred Gehring

Good morning. Classic American cool. For the fourth time in a row now, which is a little bit hard to present, when there's no newness to be reported, but on the other hand, that's the good part of the story, as we've been able to find a way to manage this brand now, very consistently, for quite a few years. There is a history where Tommy may be drifted away from its core values a little bit, but soon, over the last 5, 6 years, we've returned to that around the world and we've embraced it. I think we kind of own that part of the market now and has led us to become a $6 billion, more or less, around the world, business at retail value. 42% of that is Europe, 37% North America, but also quite significant, businesses in Asia, like many people but also South America, which is not that broadly the case. Very strong global brand awareness, a fantastic year behind us. I think, it's no secret that economic environment, particularly in our major market, Europe, is very challenging, but we've been able to lock, maintain and grow our business which means take quite a lot of market share, in arguably very challenging environment. So we're super excited about what we've been able to accomplish and feel good about the future as well.

From 2010, when we became part of PVH Group, at that time, $273 million of EBIT, now $437 million, at 13.6% EBIT margin. So I think we can argue that there is a happy buyer here, with the benefit of hindsight, but there's happy sellers, too. So we have a very good time together and enjoy very much to be part of this group, to be sure, to say that.

1,250 stores, we operate, in the meantime, around the world. That is to say, are being operated. We operate quite a few of them, but some of them are also operated by licensees, franchisees and distributors. There's another 10,000 doors globally in 90 countries, so we can definitely confirm that this is now very much a global powerhouse. 225 stores in North America that are all operated by ourselves, 160 in the Rest of the World, mostly South America, that are all operated by licensees. Europe is 540 stores, in the meantime, with about 1/3 of that being owned and operated, 2/3 being operated by franchises and distributors. Japan is 150 locations, all done by ourselves and then 240 other retail stores around the rest of Asia, all operated by licensees.

Of course, the real king over all this product and we spend an enormous amount of time and effort trying to reinvent ourselves in the world of classic American cool, nevertheless, be innovative and I do think one of the reasons of our success is just that. We just completed the Spring '14 line opening, gathering in Amsterdam, where the entire world really came together to review the new collections and there have been, once again, happy to say, received as the best ever, with sufficient level of innovation while safeguarding the commercial relevance and essence that makes our business tick around the world. But it's not just product, obviously. The brand power, the DNA, the communication around it, has become very, very important, an effort that was materially stepped up over the last couple of years under PVH ownership. So meanwhile, $170 million is being spent around the world in marketing. So it's a very important number. Always hammering down that same consistent message in traditional media, but now also very much, obviously, digitally. 18 million views on YouTube. Personally, I don't know whether that's a lot, but sounds like a lot. What is put on here by the marketing team means it's a very, very big number, and 1 billion, of course is big in any scenario, whether it is impressions or dollars in sales.

West Coast has been an important initiative for us. We opened an important Los Angeles flagship. A very, very beautiful store. Everybody out there, please go have a look. And it has paid off tremendously in our regional presence because all our business in the West Coast have shown consistently about a 30% growth rate since we opened the store and so we're quite happy with that. West Coast has traditionally been a little bit of a weaker part of our American business and obviously, a very important part globally in that the entertainment industry also resides there. So we consider this a very important initiative this year. But rather than to talk about marketing, I think it's better maybe we have a quick look at it, give you some impressions of the latest and greatest of Tommy.

[presentation]

Fred Gehring

Expected revenues 2013 for Tommy Hilfiger business around the world, $3.4 billion, with an expected EBIT margin of 14%. Break it down a little bit into the regions, Europe, as I said before, obviously, big challenges there economically and some pockets of severe challenges. But since 2010, since 2000 through 2012, we've been able to deliver 24% CAGR. So quite astonishing, I think. 65% of the business wholesale, meanwhile, already 35% of the business retail, retail having a higher growth rate at the moment than the wholesale business, and that's our strategic objective. You see that our Spring '13 order book was up 4%, our full '13 order book actually went up to 10% up, so we've been able to like take out, as I said before, quite a lot of market share in a difficult economic environment. Generally, retailers tend to like -- go a little bit more safe and, therefore, go with the proven brands and we benefit from that. We see the same continued momentum in retail comps. Fantastic 2012 and still a very respectable plus 4% in the first quarter which has been, generally speaking, from what we hear in the industry, a minus quarter. We continue to operate the business exactly the way we had in the past, with very localized management, very decentralized in the matrix structure. Northern and eastern European market, represent 70% of our revenues. So the southern markets that are particularly challenged are a little bit less substantial for us than for some other brands. We do focus a lot on underpenetrated markets which I'll show you a chart on in a minute and, over the years, from time to time, we've taken control of certain activities operated by licensees or franchisees. And most recently, we took in the tailored license from a company, Strellson of Switzerland, as well as the accessories license from an Italian licensee. Some images of our stores, some new stores that we've opened. Fantastic store in Hamburg, Germany, outside and inside. The evolution of our store experience is very much a part of our brand redefinition. So we try to, like, find the right balance between sophistication and playfulness, between quality and aspiration, at the same time, inclusiveness and fun. And I think we succeed very well with that and it remakes the store experience and, therefore, the retail results, quite strong.

Same thing, Brompton Road in London. This is a building that's 5 floors high, that we took that also as our headquarter for the U.K. business, and includes the top floor, which is now going to be the Calvin Klein showrooms for the U.K. So all under one roof, that's part of our strategy for the future there.

We break up the European territory, really, in 3 clusters. An area where we, as we always say, nurture the brands, so we are sensitive to the fact that we cannot push too hard because it's already distributed very well or the market dynamic is a bit soft. So Holland and Belgium are 2 markets where we are quite big versus the market potential, and where we'll not over-distribute ourselves; whereas, Spain, Italy and Ireland have lot of growth potential still, but are economically so weak at the moment that kind of like decide to nurture rather than push. And then we have an important middle group where growth is still very much an option. Not so much by, really, expansion of doors, but better performance inside doors or certain divisions that are not necessarily fully optimized. Very important, lead, Germany, Auschwitz, Switzerland, the big power base of our whole business in Europe, still shows double-digit growth through today and, we expect, into the future, and the same thing for Scandinavia and also the Turkish business.

And then finally, the real growth opportunities for more expansion of doors really happens all over Eastern Europe including, very importantly, Russia and the Middle East. France, for us, is a business where, historically, we had a lower traction and feel there's a lot of catching up to do. We're a little bit concerned, obviously, about how France is going to be trending economically, but for the time being, our ability to grow double digit there is very strongly the case. And the same thing goes for the U.K. So this is how our 5-year targeting really is broken down regionally.

Go to the United States. There's a fantastic year behind it. Coming out of incredible comps in 2011of 14% and, again, 10% on top of that in '12. So 5% growth in the first quarter. So it's an enormously strong performance. We do have also stepped up the level of marketing spending in the United States quite substantially and, clearly, I think, the brand is benefiting from a greater level of demand and all this translates into a phenomenal financial performance. The Wholesale business, quite strong. Our alignment with Macy's is performing quite well and we've now also introduced the same concept really in Canada and doing the same thing with The Bay. And at the same time, right now, 74% of our North American business is retail, 24% only wholesale.

We go to some of the visuals of North America. Obviously, we talked about company stores here, a major revenue and profit driver machine for the business. But also, we've opened a new specialty store down on Broadway here in New York City which has come out really, really nice and an incredible megastore -- you wouldn't necessarily call it from this picture but it is a megastore in Orlando.

And then finally go -- a few comments about the Rest of the World, Latin America. Mexico is 1 licensee, South America is really dominated by Brazil which used to be licensed but we took back and we now had a joint venture with a company called Inbrands, one of the leading organizations in Brazil. We have high expectation of that business in the future. And then the rest of Central and South America is operated by a licensee company called American Sportswear, since 25 years, doing a phenomenal job. They do about 200 million and the rest is very much done by Mexico with a small part at the moment in Brazil, obviously, with huge potential.

And then finally, a quick overview of Asia. Japan is a $250 million business, all retail. It's a subsidiary of ours. It is operating clearly in a challenged and difficult economic environment and as such also, one of the markets where we are paying a lot of time and attention to make sure we find the right way forward. But it's stable.

China is explosively growing in a joint venture that generally generates $100 million in sales. Same in India with $80 million in sales, a joint venture as well. And then the rest of Southeast Asia and Australia is operated through licensees in the aggregate, $290 million in sales. And of course, most of the business in these [indiscernible] is all retail or a shop-in-shop in bigger department stores.

So all that translated, since 2005, we grew from $2.5 billion to now $6 billion. We think that it's realistic to project 6% to -- 8% to 10%, rather, growth into the future. If it would be a 10%, I think we will achieve $8.5 billion rather than $8 billion so that's really secretly our objective. But $8 billion should be a realistic target for us to achieve in the next 4 years, that is.

And that completes the presentation and update on Tommy Hilfiger. Thank you.

Emanuel Chirico

Making the Heritage presentation will be Ken Duane, Chief Executive Officer of Heritage and our wholesale business in North America.

Ken Duane

Thank you, good morning. Oftentimes, I get up here and I feel like I'm between 2 supermodels, Heidi Klum and Cindy Crawford. But I aspire to be a supermodel. I may not look like that today, but at some point in my life, I think I'll get there.

So let's get going with the Heritage Brands. On Heritage Brands, when you look at our business today, it's driven primarily -- 70% of the business is driven by our wholesale business. When I say wholesale, our key retail partners, whether that's a Macy's, a Nordstrom's, Kohl's, JCP and 30% of our business is driven by the retail business. The brands that you're looking at and what we're dealing with when we talk to that is Izod, Arrow, Van Heusen and G.H. Bass. And of course, our most recent additions to the family, which is Speedo and the Warners group, and those are very easily wrapped in and the rhythms on those 2 businesses are pretty much the same that we have within our Heritage group. So it's been a very -- a rather easy transition for all of us and we welcome the group into the fold and we look forward to the opportunities that exist.

When you look at the business and you review where do we go? We're on essentially our main flow of business. So as you look at our key retail partners, we're driven towards the main flow and not the collection zone. We control over 50% of the neckwear business here in North America, over 45% of the dress shirt business. Woven shirts, we have about a 19% share and knit shirts, 11%. And our casual pants business which is a growth -- been a growth vehicle for us is 4% and of course, underwear, which is the Van Heusen, Izod, Michael Kors and some of the Tommy Hilfiger is about 5% of our business in unit share. Here, I'm going to give you a little bigger view with the overview of the Heritage Brands. You'll get that, a snapshot of it, in the video.

[Presentation]

Ken Duane

Feels pretty good. When you look at the business breaking down and a division's expected results, you can see not only is our sales are driven, our revenues are driven by the wholesale group but our profits are driven in low double digits by the wholesale group. And the Heritage Brands retail, which is 30% driving about 2% of our overall profits. And there, we're in a turnaround mode and working very hard to get that right going into back half of '13 and beginning into '14.

Here, we get to our dress -- dress furnishings business which today -- which used to just be our dress shirt division and today is our dress furnishings division which includes neckwear and underwear, we manage a portfolio of brands, a complex portfolio of brands. The division, the Corporation, Phillips-Van Heusen which today is PVH, was built on the back of a dress shirt. So oftentimes, that team, that group, they just walk around with a hat that says, "We just make money". They're not in the business -- it's not a sexy business dress shirt. It's not an enthusiastic business neckwear but it's a very profitable business for us and we enjoy it. We manage many different cross-functional areas in terms of our customers, whether it's at entry level at Walmart all the way up to Neiman Marcus and all the accounts in between and they do a very good job in brands like John Varvatos, whether it's Izod, Van Heusen or even in Robert Graham. So we continue to build that business and we look forward to all the opportunities that exist as we move forward into 2013 and '14.

When you look at what's going on in the Heritage Brands, in Arrow and Van Heusen, those businesses are solid and performing. What we did this year with some of the changes that took place is we made some cross-channel division -- decisions in the mid-channel where we entered into JCPenney with Van Heusen -- we entered in -- from JCPenney into Kohl's with Van Heusen and we took Arrow from Kohl's into JCPenney. And it's worked very well, strengthened our mid-tier position between both Kohl's. We've expanded our web presence and we're now being repositioned on the modern pad next to Claiborne at JCPenney. So it's been a very successful launch in both Kohl's and also JCPenney. We look forward to a soft rollout with Kohl's as we move forward into '13 and '14. So that cross divisional decision early on or late in '12 has paid off in dividends for this year.

The Izod wholesale. One of the biggest moves I think that's gone on here at Izod is the return to our roots which is our golf heritage or what we refer to as Team Izod which is Webb Simpson, Scott Piercy and other golfers that are involved. We continue to maintain our department store presence. We are growing our bottom line faster and we support what we call a double double which is the profitability. Whether it's 14% on the top and 11% on the bottom, the Izod division has been very significant in our part, in our growth of profitability this year. We've invested in the in-store branding, Macy's and -- saw Macy's and [indiscernible] were installing the cap of 40% of their total volume this year. We're expanded. We expanded last year at what was then JCP which is now back into, called JCPenney. But at JCP, we put the shops in on Izod and we've had significant growth and we expect that now JCPenney to double our growth over the next year and it's been very, very well received. The sales and profitability have been in the double-digit.

And of course, grow golf. Golf is our core competency, it's what Izod is known for. More of an active zone and it's been very, very successful as we expanded to the golf specialty shop and we signed up Team Izod. And you can see that on -- if you happen to be sitting around on a Sunday afternoon, and you're watching the Golf Channel, you get a good feel for what Izod is all about and the guys that's representing us.

Heritage Brands and Speedo which is the newest addition to our team and it's been a very welcome entry into our team, a good solid business run by a creative team under the L.A. office in Speedo. Speedo, it's a premier aquatics brand. You could see that from some of the sponsorships that you saw in that short brand video and the type of [indiscernible]. It is the premier swimwear. When you talk about swimwear, Speedo jumps right into mind. Today, in some of the 2012 initiatives that were launched with Warnaco collectively together and we're experiencing is that they've gone into more of a stay with the premier athlete but move and invest in that fitness zone and they have seen some real success there and starting to segment their business by consumer. And as we look beyond 2013 and beyond initiatives, change the perception that Speedo is just a fitness brand and build a presence. And I think one of the most exciting opportunities that we have here, that we've welcomed into our family is a different channel of distribution or an addition of channel distribution. Whether it's Dick's or Sports Authority, this is the place where Speedo excelled. And as we move forward in there, their partnership with Zumba, Speedo and Zumba in in-water fitness. We expect to launch shops in in-store enhancements in these channels of distribution and we're excited about that. And then we'll bridge the relevance of the accretive recreation for the consumer as we move and we continue to invest in that business. We look forward to the opportunity in Speedo to invest in that business because as I said, it's a very profitable business for us within the Heritage group.

Core Intimates. It's a strong -- it's a new business for us. Again, it's another business that just simply wrapped right into our Heritage group. It seems relatively seamless. The rhythms and the way that we work together with this group is the rhythms are all about the same.

Warner's holds the #5 position. We're going to invest in that market position. We have our sights set on some of the main competitors just ahead of us and I think that we'll gain market share as we move forward. Our growth strategy is we'll increase the penetration of underwire. Warner's is the #1 wire-free bra out there. The business happens to be an underwire and also increase our penetration of pants or our panties and all those maximize the success of our well received spring 2013 introduction. So we're seeing real opportunity and momentum in both these businesses, Speedo and Warner's that we look forward to the future as we look out.

Turn around in the retail presence. You can see from the numbers and where we're going, we've had soft performance across Van Heusen, Izod and Bass. It requires an action plan. We're focused on strengthening our value equation. It always comes back in our business. It's not a complicated form, although it may seem that. It's always about product, how we sharpen our price points and how do we get that value proposition and that in-store shopping experience right for that consumer and track them in, and the company stores on our lease line. We're elevating that in-store shopping experience. We're working on fixturing in-stores. In-store marketing and see the potential to improve our performance. And of course, we're optimizing the Real Estate Portfolios. Those areas and those stores that are unperforming, are there opportunities which takes other parts of our business and open up stores? Are there areas that we should be closing selected underperforming stores and should we look at other parts of our business and target certain demographics and go after them. So we're looking at that and we expect to see results in that in the latter half of '13 and '14.

So with that, I'm going to turn it over to the other supermodel, Tom Murry, in the room and the CEO of Calvin Klein. Thank you.

Paul Thomas Murry

Kenny, as it relates to becoming a supermodel someday, while I find you a handsome man, I think it's possible that you're post peak as it relates to physical attractiveness.

Calvin Klein business continued to be strong in 2012 and the brand remained one of the best-selling designer brands in the world. Despite the difficult economic conditions and weaknesses that continued in Europe, as well as global challenges with our jeans businesses, we completed 2012 with approximately $7.6 billion in global retail sales.

The growth was fueled by continued product innovation, as well as expansion in additional or new product categories and markets. You can see that approximately half of our business is done in North America. And though percentages by region have been relatively constant, we continue to see distribution steadily increasing in Asia and believe that, that shift will persist in the outyears. We believe we continue to have significant growth avenues and we view expanded distribution and penetration as such opportunities. Additionally, given the recent acquisition of Warnaco, our retail footprint has sizably increased. Calvin Klein now has over 2,800 retail locations around the world with approximately 2,000 of those directly operated by the company. The brand is also available in more than 20,000 wholesale doors globally.

We'll continue to grow our market share globally but are putting an intensified focus on Latin America and northern Europe where we are not yet as widely distributed. Again, this past year, we recognized -- we were recognized by several influential groups for our unprecedented brand awareness and broad consumer reach. TIME Magazine named the brand as one of the Top 100 Icons in Fashion, Style and Design since the company's publications inception in 1923. Women's Wear Daily, the industry's most important global fashion trade publication, ranked Calvin Klein #1 in the top 10 designer brand category of their annual consumer brand awareness survey again this year. Calvin Klein is also the only brand to place within the top 10 list for 7 other categories including Sportswear, accessories, swim, inner wear, jewelry and watches. We know our iconic advertising and marketing programs have been integral to keeping our brand relevant in the global marketplace. Our in-house ad agency is responsible for keeping our branding and messaging consistent and top of mind. And to achieve this, they spend over $300 million a year on our global communications programs. As the landscape changes, we are constantly reviewing our media mix and shifting as appropriate given the message, the product and the audience. As you can see here on 2013, we will see our digital marketing spend increase to almost 1/3 of our overall global media budget to 28%. That's up from only 1% in 2009. We're also quite proud of our global public relations efforts and it worked our celebrity dressing and special events teams. As a result of these strategic efforts, we are able to complement our advertising with highly visible editorial in print, online and on television. In 2012, we estimate that we achieved approximately $400 million in editorial coverage based on advertising cost equivalent. Here's a brief video featuring just a few of our global public relation highlights from the past 6 months.

[Presentation]

Paul Thomas Murry

In 2012, Calvin Klein's revenue grew 8% to $1.15 billion. For 2013, we're projecting that revenue for the Calvin Klein businesses on a non-GAAP basis will increase to approximately $2.75 billion. Our global business is supported by dedicated in-house design teams who either design or approve all Calvin Klein products that are sold everywhere in the world. North America remains our largest single market and in 2013, it is planned that approximately 50% of the brand's total global revenue will be generated here. In 2012, our North American business was fairly equally divided between our wholesale and retail businesses. Looking out at wholesale sportswear business in 2012, we saw a robust performance in the Calvin Klein brand as the Calvin Klein brand became the #1 modern brand at Macy's, Bon-Ton and Lord & Taylor. Sales remained strong and we saw average unit retail prices grow [indiscernible] %. We continue to focus on expanding assortments into new categories and elevating shop performance through focused merchandising and marketing initiatives. Our underwear business was also strong and we remain focused on gaining market share in department stores. Our men's and women's jeanswear business remains challenging. But we are implementing significant changes across the business that we feel will turn this business around. We continue to expand our profitable North American outlet business. At the end of the first quarter of 2013, we were operating about 160 stores in premium outlet centers. In 2012, we achieved double-digit square footage growth and began opening new Calvin Klein accessory locations which we see as an area for potential growth. Here are a few photos of 2 of our newest and most productive stores located in Florida. These stores provide excellent branding platforms and they are

[Audio Gap]

Latin America is another exciting market and opportunity for the brand. In 2013, the region will represent approximately 10% of our total global revenues. We continue to see high single-digit increases to revenue and operating margins and our plan for growth in the high teens. We are investing in the region to further elevate the presentation of the brand at retail and enhance overall product design and marketing. We're focusing on improved product segmentation and tighter inventory management. We also see an e-commerce opportunity in the region. Europe remains challenging and operating margins are underperforming. We see 2013 as an opportunity to stabilize the business and position it for growth in 2014. We are reviewing all categories of business and diligently working to elevate the brand and exiting doors that are not on par with the brand. We are reevaluating our product to ensure brand right merchandise in all categories and we are investing in supply chain to create further efficiencies, as well as enhancing our presentation at retail. Today, approximately 50% of our business represents licensed product and will account for an expected $180 million of our global revenues in 2013. Coty is now our largest licensee, representing about $1.4 billion of our 2012 global retail sales. Calvin Klein ranked as the third-largest designer global fragrance brand in 2012. The key to this business is innovation and we have several key launches and brand extensions planned for later this year, including the recently announced women's Master brand fragrance which will feature actress Rooney Mara in the advertising campaign.

G-III is our second largest licensee with approximately $1 billion in retail sales spanning our men's and women's outerwear, women's sportswear, dresses, suits, handbags and performance apparel. G-III continues to see momentum across all of these categories and they are on trend to have another great year. Last year, our global retail sales exceeded $7.6 billion and we believe we can grow the business at a rate of 8% to 10% over the next few years by approximately $2.5 billion, creating a total $10 billion opportunity for the brand. Our compounded annual growth rate between 2003 and 2012 was 12% and we are planning it to be between 8% and 10% through 2016. With the strong momentum that we have, we believe we will be able to continue to exceed our plans by making ongoing improvements to our products, broadening distribution and continuing to grow market share around the world. Thank you.

Emanuel Chirico

Well, that was all 3 supermodels and based on the numbers, they look pretty good to me. Here, just to take this schedule and then take it out one more year, which is our projection for this year's results. This year, we really characterized the -- from a financial point of view, 2013 as a transition year.

We are stabilizing the Warnaco businesses, integrating those Warnaco businesses, beginning to put them on our systems and our operating platform. It's a major initiative that's underway to do that. At the same time, we're investing in those brands and those product categories, jeans, Calvin Klein underwear, and at the same time looking to make investments in a selective way in some of those Heritage businesses, particularly the Speedo and Warner's business as we go forward.

We've given specific guidance to the Street and talked about our revenue growth for the year, that's about 36%. A big portion of that is the Warnaco acquisition, coupled with the continued growth that we see organically in our business. Looking for revenue earnings-per-share growth at the same time, that's a little bit over 5% for the year. We believe that this year, by going through this initiative, making the investments that are necessary in all of our businesses, will really position us for outsized growth in 2014 and beyond.

Some of the challenges we are dealing with. We're moving through some excess inventory. That process is just about complete. Really a focus on people and investing in some of our people globally, in Asia or Latin America on the Calvin Klein's side of the business, really making those investments in people. We're expanding and consolidating office around the world, clearly seeing a significant upgrade there in Korea and Latin America. Really trying to build on the IT infrastructure that we've made over the years, so many significant investments in. That's an ongoing process with the Warnaco team, to bring their operating systems up to the level that we have here at PVH and to continue to make the investments as we go forward. Really focusing on design, particularly in the jeans area, taking the initiatives that Warnaco started in the jeans area, and really making more investments on a regional basis as we go forward. And continuing to invest at marketing, both at point-of-sale and in our global brand campaigns, focusing on both the Tommy brand, specifically, and the Calvin Klein brand. Those investments will continue as we go forward, and we believe there are significant efficiencies to be gained on the Calvin side as we bring the Warnaco operations and change it from a licensor/licensee model into a directly operated model under one roof.

Clearly, we've talked about the growth initiatives, how we see the business is growing, how we see our retail sales and driving that growth. We believe that there's over $20 billion of global retail sales. With the existing portfolio we have today, we believe that growing the 2 mega brands at a rate of around 8% a year, coupled with our 2% to 3% growth in our Heritage businesses, would translate into 5% to 6% top line growth overall for our businesses. 5% to 6% top line growth should drive, at least for the next 3 years, considering the efficiencies we will get out of the acquisition, 15% to 20% earnings-per-share growth for 2014 and beyond.

And you can see how we really believe these investments will drive that growth as we go forward. But I think we have a long history here at PVH that we measure ourselves more than just by our bottom line or by our sales growth. We are focused fundamentally on our corporate social responsibility initiatives. We have 4 key areas of focus, which is the communities in which we operate, our people, the supply chain and making sure that it is a clean supply chain, and in the environment, that we're not leaving the environment damaged in the areas where we operate in.

In our communities, we have a commitment to the communities where we operate. We strive to make a positive impact where we operate, where we make goods and where we sell goods.

With our people, we're constantly engaging with them, looking to advance their careers, giving them every opportunity to grow and providing them with the appropriate training.

On the supply chain, clearly, we've had a leadership position here. This has been something that's been core to the PVH organization. It's been our approach to sourcing, where we contribute to the development economically in the countries where we operate, where we make goods.

And in our environment, really trying to have numerous opportunities to really focus in on creating a situation where we're not damaging the environment where we're working in and really looking in and measuring ourselves as we go forward water usage, the electricity usage, what our carbon footprint is and how we're impacting the environment. And those initiatives will continue.

One area that I think has gotten significant amount of coverage in the press on the supply side has been Bangladesh, the tragedies over the last 2 years that have occurred there. We've consistently had a leadership position here. We were the first company to sign a memo of understanding on fire and building safety and putting up financial resources in order to start to build programs.

In 2013, we followed up there to become one of the original signers on the Accord for Fire and Building Safety in Bangladesh, and we plan to maintain this leadership position, not only in Bangladesh but around the world, to make sure where we make goods, they are safe, they have safe conditions for the working people there, they have the right to organize in those facilities and that they have the right to a decent living wage that allows them to provide for their families and to provide for the economic development in those countries.

I think as you do with anything, it's nice to talk about and measure what you are doing, but sometimes the best measure of how you're doing in these areas, how other people rank you, independent resources. One of the things we're most proud of for the last 4 years, we've been ranked in the Corporate Global Responsibility Magazine's Best Corporate Citizens, one of the top 100 companies. This year, we moved to #49. This is clearly a list made up of all public companies around the world, most much, much larger than we are. But we feel that the initiatives we have in place at around corporate governance and around the initiatives in our CSR program really positions us well here, and we take it very, very seriously.

We believe our shareholders own our company, and we have a duty and a right to be transparent and to make ourselves available and that we have a clear understanding of what our strategy for growth is and to report on that strategy and how we're doing against that in a very transparent way. And I think we've been really recognized by Investor Relations Magazine, for the last 4 years on how we do that and how we do it, not only within our core group -- at industry, but as we compare ourselves to public companies globally around the world. And there's a few more accolades that come with this. But this is not to really brag, but it's just to demonstrate that we really do take these initiatives very, very seriously.

And with that, I'll open it up for any questions that you might have concerning our operations, our business, how we're doing around the world, our performance. And if we could put up the house lights a little because I can't see. Thank you.

Question-and-Answer Session

Emanuel Chirico

Could you please state your name?

Philip Berman

Philip Berman, portfolio manager and shareholder. Some comments and questions. Over the last year, PVH stock has had steep advance, solidly going past triple digits, as I stated previously it would. Now, from here on in, further advances to additional all-time record highs will be totally dependent on how well Manny and Fred manage their respective businesses against the backdrop of a slower-than-usual recovery in the U.S. and the backdrop of alter rough luxury consumer businesses in Europe. Who needs Superman or the Lone Ranger? We at PVH are very fortunate to have the best dynamic duo team, namely Manny and Fred, running PVH. Now, some brief questions.

Emanuel Chirico

Well, first of all, thank you for your comments, Uncle Fred. We appreciate it.

Philip Berman

Based on your presentation, can we expect the acquisition Warnaco to be fully accretive to earnings for the year as well as the next year or 2?

Emanuel Chirico

Okay. I think we've been pretty transparent about it in this current year, with some of the investments we're making. The transactions is actually slightly dilutive this year. We think we have the opportunity to turn that given the early performance, particularly the outstanding first quarter performance we have, well, hopefully that we can bring it to that. But as we go to 2014 and beyond, we see significant growth coming from the Warnaco businesses and significant accretion from an earnings point of view as we go forward. So, short answer is yes.

Philip Berman

And there won't be any write-off for goodwill for the Warnaco?

Emanuel Chirico

No. Given the -- the vast majority of the goodwill has been really assigned to the Calvin Klein trademark. And given the strength of that trademark around the world, the performance financially, it is our most profitable business in our portfolio. I don't see any risk of that in the near to long-term lookout.

Philip Berman

Okay. I know that you're totally satisfied with our product sales at JCPenney. But if JCPenney does not succeed with its brand-new agenda, do you have a plan on how you will replace those sales, as it now looks like JCPenney could be sold, or worse, within the next few years?

Emanuel Chirico

Well, look, I think the JCPenney story has been in front and center on the headlines. I think I've been in the media or in the press, on television talking about it. It is an opportunity, but at the same time there's also a business risk associated with it, and we're managing that risk. We believe in the JCPenney management team, how they have now -- how the are positioning their company. The IZOD investments that we've made in Penney over the last 12 months have paid significant dividends for that brand and that business performance. We believe it's really given us a platform to show the brand in its full grandeur, with a 1,000 square-foot shop in main doors. So we think those investments are not only important for the business we do at Penney's, but the overall positioning of the IZOD brand in North America. But clearly, given the financial profile of Penney and some of the write-offs from last year, the cash infusion and capital investments that's been made, from a financial balance sheet point of view, it's not the same company it was 24 months ago, and there is a higher level of risk and we managed that risk. And we'll react to the market trends. There are no guarantees in life, but it is a $15 billion retailer with huge market share. And all brands need to be there because the American consumer shops there. And we'll manage that risk. We'll really try to position ourselves. But clearly we'll have to see how that turnaround goes on. We're encouraged with the number of the initiatives that are going on. And I'm optimistic about what I see for the second half of the year, particularly with the back-to-school selling season, the investments that they're making and the price positioning that we'll be going forward, coupled with their marketing initiatives. So the jury is out, but we'll see how it all plays out.

Philip Berman

As I know, you do demographic research. What percent of sales do you estimate are preplanned purchases, meaning a customer sees the product on the Internet or on an ad and goes direct to your stores or department stores to purchase, versus impulse sales?

Emanuel Chirico

So impulse sales versus...

Philip Berman

Preplanned purchases.

Emanuel Chirico

Say that again?

Philip Berman

Preplanned purchases, where the customer selects an item or then goes to a store or goes to a department store, versus impulse.

Emanuel Chirico

From the research we've seen, I would say 80% of purchases are impulse. Even if the consumer comes to a department store to make a purchase, there's a decision that needs to be made at the point of sales. That consumer may come with the idea to buy a Van Heusen dress shirt, or they may come to buy a dress shirt. And I think most times, they are highly influenced in the hot zone, which is at retail, at point of sale. And it's one of the reasons we make such a major investment in our presentation in our customer accounts, not only in the marketing initiatives from a point-of-sale, but also in the investments and people that are visiting our stores to make sure our marketing quarters [ph] are in those stores, that our goods are presented, that our inventory is not in the backroom sitting in the stock room but is actually on the floor, all of the sizing, so when the customers are making those decisions. So from our point of view, some of our best marketing, our most efficient marketing spend, is at point of sale, and we direct our marketing spend to a significant degree at point of sale. Any other questions? Yes, sir, if you please state your name.

Unknown Shareholder

Yes. I'm Howard Tannenbaum, individual shareholder, a long time for PVH, as well as a previous shareholder, as Ms. McCluskey can affirm, for Warnaco Group. And I just have 2 sets of questions, first concerning the Warnaco Group acquisition. In fact, I posed this to Ms. McCluskey back in February during the merger meeting. What percentage of the Warnaco full-time employees have you retained on PVH? And also, as a sub-question to the Warnaco acquisition, do you plan to make any major strategic or tinkering involved in Warnaco? I know a lot of it has to do with the Calvin Klein trademarks that you've acquired, but do you plan to tinker that or you are going to basically allow whatever Warnaco employees that you have acquired, basically they'll still continue what they've done previously? And the second part of the question, unrelated, is yesterday, I attended a meeting in which a speaker mentioned in regards to Spain and some of the other European countries, and his opinion, that they have -- their economies have basically bottomed out. Based on your micro analysis concerning basically the PVH brands, do you agree with that statement or do you think that there's still some potential in terms of specifically Spain or Italy or Portugal, where they have not bottomed out? Or do you see any growth in those specific countries?

Emanuel Chirico

Okay, I'm going to start in reverse order, if that's okay. On the European front, Southern Europe, we've seen the rate of decline moderate, but we're still seeing negative trends both from a comp sales performance and from an order fulfillment performance -- order bookings point of view, continuing to see a level of decline there, somewhere in the high single digits, I'd say right now. Some of that, on the wholesale side of the business, is self-induced in that we're becoming more and more selective about who we sell because we're even more concerned about being paid for it at the end of the day. So there's been some credit issues that have forced us to shrink the business appropriately. So I don't think Southern Europe is out of the woods yet. I do think it's not as dramatic kind of declines as what we saw 2 years ago, but I think the whole jury on that turnaround is still out. On the Warnaco business, from a strategy point of view, I think by the -- on the Calvin Klein side of the business, I think by the nature of the licensee/licensor relationship, the strategies were more or less aligned. And now we're dealing with tactics to employ those strategies. And I think there's been some changes, and I think that for the better, not that our tactics are better, but I think when you have a licensee relationship with a licensor relationship, there's duplication of efforts. Not everyone is on unnecessary the same page of investing in brand versus product advertising. So we've tried to bring the teams together and really build a consensus about how we should move the marketing forward. Tom is leading that effort along with all of our partners, internal partners around the world, regionally to really come to a more of a cohesive viewpoint. You've seen some of the changes with some of the marketing, where we've gone from our bridge business, which was CK, Calvin Klein previously, we've decided to go to Calvin Klein Platinum. So I think more of that will continue and more of it will be for the better. And then I'd last point on people and the percentages. I don't have the exact, but I'll give you order of references. Unfortunately, one of the results of any major acquisition, particularly one between 2 public companies, where a significantly premium is being paid for the other, is a requirement that there are synergy benefits, particularly in the back office. And where we have seen displacement of Warnaco personnel and PVH personnel because we've really tried to bring the 2 organizations together, pick the best athlete. But in fairness, when we've made the decision that the systems will be our systems going forward, it does put more pressure on the Warnaco Group. And we've seen -- we have plans somewhere in the neighborhood of about 300 salaried employees that will be losing their positions. I'd say 85% of that, 90% of that is in the back office or support functions. And then on the distribution side, some of the hourly employees, there's probably another 300 to 400 people that have also lost their position as we've consolidated the warehouse within our much larger warehouse network. So that was one of the unfortunate outcomes of the acquisition. I think we have done everything to try to give the Warnaco Group a soft landing, to try to provide for health and welfare continuation benefits and at the same time provide them with severance and stableness opportunities that will give them opportunity to get employment as they go forward. So we've tried to do that in the most positive of ways.

Unknown Shareholder

Okay. Just one last quick question. Concerning on Internet sales, about what percentage of your brands do you figure basically comes strictly from the Internet versus the personal contact, whether it's in-store or over the phone, in the customer? And do you plan to do any major, like applications, especially on the mobile front of it on the Internet?

Emanuel Chirico

That's a great question. Directly, our sales, selling goods through our websites around the world globally, between all of our brands, we're somewhere north of $100 million in sales that we do directly to the consumer. On a relative basis, small percentage. But in addition, there's a significant amount of sales that go through our wholesale partners' websites, and that percentage could be, depending on the development of their web presence, that could be anywhere from 5% to 10% of the sales that we do coming through those sales. And it's the fastest-growing part of our business as we see it going forward. We're making significant investments in that area for our direct sales, systemically, operationally. We've historically used third-party providers as the business now has gotten to a certain scale. We are over a period, I think over the next 3 years, you'll see us taking more of that in-house, both the systemic portion of that, as well as the fulfillment portion of that. And we think it's starting to become a very profitable component of our business. I think we have one more shareholder. Oh, I'm done.

There being no further questions. Okay. The voting has been concluded on the matters presented to our shareholders, and I'd like to ask our Assistant Secretary, Michelle ODonnell, to come up, and if she could please read those results. And I'd just like you to also thank Michelle because she's the who organizes this meeting. She makes sure everything starts on time and she makes sure -- she keeps me very tidy and organized when it comes to this. So thank you, Michelle.

Michelle ODonnell

The inspector of election for matters considered and voted upon at the 2013 Annual Meeting of Stockholders of PVH Corp. has certified to the results of the meeting. Their certification, which will be appended to the minutes of this meeting, provides in part that the annual meeting of stockholders of the company was pursuant to notice duly given. They were severally sworn to execute safely the duties of inspector of elections at the meeting, with strict impartiality and according to the best of their ability.

There were present, in person or by proxy, holders of 71,684,205 shares of common stock of the company or 88.45% of the 81,044,559 shares of common stock eligible to be voted at the meeting.

A quorum for all purposes was present at the meeting. Each of Mary Baglivo, Emanuel Chirico, Juan Figuereo, Joseph B. Fuller, Fred Gehring, Margaret L. Jenkins, Bruce Maggin, V. James Marino, Helen McCluskey, Henry Nasella, Rita M. Rodriguez and Craig Rydin, the 12 nominees for director, received the majority of the votes cast and were declared to be the duly elected directors of the company to serve for a term of 1 year.

The results of the vote on the proposal to approve the material terms of the company's Performance Incentive Bonus Plan: for, 67,289,697; against, 1,313,980; abstained 43,862. The proposal to approve the material terms of the company's Performance Incentive Bonus Plan, having received a majority of the votes present, in person or by proxy, and entitled to vote on such proposal, was declared by the undersigned as duly adopted.

The result of the vote on the proposal to approve the material terms of the company's Long-Term Incentive Plan: for, 67,298,296; against, 1,306,174; abstained, 43,069. The proposal to approve the material terms of the company's Long-Term Incentive Plan, having received a majority of the votes present, in person or by proxy, and entitled to vote on such proposals, was declared by the undersigned as duly adopted.

The results of the vote on a proposal to approve on an advisory basis of the compensation paid to our named executive officers: for, 67,807,300; against, 789,081; abstained, 51,158. The proposal to approve on an advisory basis, the compensation paid to our named executive officers, having received a majority of the votes present, in person or by proxy, and entitled to vote on such proposal, was declared by the undersigned as duly adopted.

The result of the vote on the resolution to ratify the appointment by the Board of Directors of Ernst & Young LLP, independent auditors, as auditors for the fiscal year ending February 2, 2014: for, 69,895,808; against, 1,678,396; abstained, 110,001. The resolution ratifying the appointment of Ernst & Young LLP as auditors for the fiscal year ending February 2, 2014, having received a majority of the votes present, in person or by proxy, and entitled to vote thereon, was declared by the undersigned as having been duly adopted. Thank you.

Emanuel Chirico

Thank you, Michelle. There being no further business, I adjourn the meeting, and thank you, all for coming. Have a great day, everyone.

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