SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2012-02-29 | Period of Report: 2011-12-31 SEC Accession No. 0000950123-12-004213 (HTML Version on secdatabase.com) FILER WARNACO GROUP INC /DE/ Mailing Address Business Address 501 SEVENTH AVENUE 501 SEVENTH AVENUE CIK:801351| IRS No.: 954032739 | State of Incorp.:DE | Fiscal Year End: 1229 NEW YORK NY 10018 NEW YORK NY 10018 Type: 10-K | Act: 34 | File No.: 001-10857 | Film No.: 12652224 (212) 287-8000 SIC: 2340 Women's, misses', children's & infants' undergarments Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES þ EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES o EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 1-10857 THE WARNACO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 95-4032739 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 501 Seventh Avenue New York, New York 10018 (Address of principal executive offices) Registrants telephone number, including area code: (212) 287-8000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $0.01 per share New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes þ No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller Reporting Company o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ As of July 2, 2011 (the last business day of the Registrants most recently completed second fiscal quarter), the aggregate market value of the Registrants Common Stock (the only common equity of the registrant) held by non-affiliates was $1,788,026,560 based upon the last sale price of $53.61 reported for such date on the New York Stock Exchange. The number of shares outstanding of the registrants Common Stock, par value $.01 per share, as of February 15, 2011: 40,394,402 DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III of this report is incorporated by reference from the Proxy Statement of the registrant relating to the 2012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days of Fiscal 2011 year-end. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document THE WARNACO GROUP, INC. 2011 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS PAGE PART I Item 1. Business 1 Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 25 Item 2. Properties 25 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 26 PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 27 Securities Item 6. Selected Financial Data 28 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 70 Item 8. Financial Statements and Supplementary Data 71 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 71 Item 9A. Controls and Procedures 71 Item 9B. Other Information 74 PART III Item 10. Directors, Executive Officers and Corporate Governance 75 Item 11. Executive Compensation 75 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 75 Item 13. Certain Relationships and Related Transactions, and Director Independence 75 Item 14. Principal Accounting Fees and Services 75 PART IV Item 15. Exhibits, Financial Statement Schedules 76 EX-10.48 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document EX-10.49 EX-10.91 EX-10.92 EX-10.93 EX-10.94 EX-10.95 EX-21.1 EX-23.1 EX-31.1 EX-31.2 EX-32.1 EX-101 INSTANCE DOCUMENT EX-101 SCHEMA DOCUMENT EX-101 CALCULATION LINKBASE DOCUMENT EX-101 LABELS LINKBASE DOCUMENT EX-101 PRESENTATION LINKBASE DOCUMENT EX-101 DEFINITION LINKBASE DOCUMENT Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PART I Item 1. Business. Introduction The Warnaco Group, Inc. (Warnaco Group), a Delaware corporation organized in 1986 (collectively with its subsidiaries, the Company), designs, sources, markets, licenses and distributes a broad line of intimate apparel, sportswear and swimwear products worldwide. The Companys products are sold under several highly recognized brand names, including, but not limited to, Calvin Klein®, Speedo®, Chaps®, Warners® and Olga®. The Companys products are distributed domestically and internationally, primarily to wholesale customers through various distribution channels, including major department stores, independent retailers, chain stores, membership clubs, specialty, off-price and other stores, mass merchandisers and the internet. In addition, the Company distributes its branded products through dedicated retail stores, and as of December 31, 2011, the Company operated 1,759 Calvin Klein retail stores worldwide (consisting of 263 full price free-standing stores, 118 outlet free-standing stores, 1,376 shop-in-shop/concession stores and, in the United States of America or U.S., two on-line stores: Calvinkleinjeans.com, and CKU.com) and one on-line swimwear store SpeedoUSA.com. There were also 615 Calvin Klein retail stores operated by third parties under retail licenses or franchise and distributor agreements. For the fiscal year ended December 31, 2011 (Fiscal 2011), approximately 40.3% of the Companys net revenues were generated from domestic sales and approximately 59.7% were generated from international sales. In addition, approximately 71.1% of net revenues were generated from sales to customers in the wholesale channel and approximately 28.9% of net revenues were generated from customers in the direct-to-consumer channel. The Company owns and licenses a portfolio of highly recognized brand names. The trademarks owned or licensed in perpetuity by the Company generated approximately 47% of the Companys net revenues during Fiscal 2011. Brand names the Company licenses for a term generated approximately 53% of its revenues during Fiscal 2011. Owned brand names and brand names licensed for extended periods (at least through 2044) accounted for over 90% of the Companys net revenues in Fiscal 2011. The Companys highly recognized brand names have been established in their respective markets for extended periods and have attained a high level of consumer awareness. The following table sets forth the Companys trademarks and licenses as of December 31, 2011: Owned Trademarks Calvin Klein and formatives (beneficially owned for mens/ womens/childrens underwear, loungewear and sleepwear: see Trademarks and Licensing Agreements) Warners Olga Body Nancy Ganz®/Bodyslimmers® Trademarks Licensed in Perpetuity Trademark Territory Speedo (a) United States, Canada, Mexico, Caribbean Islands Fastskin® (secondary Speedo mark) United States, Canada, Mexico, Caribbean Islands Trademarks Licensed for a Term Trademark Territory Expires(h) Calvin Klein Jeans and CK/Calvin Klein Jeans North, South and Central America 12/31/2044 (for mens/womens/childrens/juniors/infants/ toddlers jeans and certain jeans-related products) (b) Calvin