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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the fiscal year ended January 29, 2005
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the transition period from to
----------- -----------
COMMISSION FILE NUMBER: 1-7340
KELLWOOD COMPANY
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-2472410
- ------------------------------------- -----------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
600 KELLWOOD PARKWAY, P.O. BOX 14374, ST. LOUIS, MO 63178
- --------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 576-3100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
-------------------------------- --------------------------
Common Stock, par value $.01 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
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 [X] No [ ]
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 registrant's 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The Company estimates that the aggregate market value of the Common Stock
held by nonaffiliates on July 31, 2004 (based upon the closing price of
these shares on the New York Stock Exchange) was approximately
$1,080,306,856.
At March 5, 2005, Kellwood Company had 27,765,464 shares of Common Stock,
par value $.01, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Proxy Statement for Annual Meeting of
Shareowners to be held on June 2, 2005 are incorporated in Part III of this
Form 10-K.
1
PART I
- ------
ITEM 1. BUSINESS
The Company's fiscal year ends on the Saturday nearest January 31.
References to the Company's fiscal years represent the following:
FISCAL YEAR REPRESENTS THE 52 WEEKS ENDED
----------- -----------------------------
2004 January 29, 2005
2003 January 31, 2004
2002 February 1, 2003
(a) Kellwood Company and its subsidiaries (the Company) are marketers of
apparel and consumer soft goods. The Company specializes in branded as well
as private label products, and markets to all channels of distribution with
product specific to a particular channel. Most of the Company's products are
purchased from foreign, contract manufacturers. The Company's Smart Shirts
operation, discussed below, manufactures their own products.
Kellwood Company was founded in 1961 as the successor by merger of fifteen
independent suppliers to Sears. Beginning in 1985, the Company implemented a
business strategy to expand its branded label products, broaden its customer
base, increase its channels of distribution and further develop its global
product sourcing capability. As a result of this strategy, the Company has
redirected its focus from primarily the manufacturing of private label
apparel and home fashions for Sears to a marketing-driven emphasis on
branded apparel and related soft goods. The Company's strategy has expanded
its branded label products, diversified its customer base, broadened its
channels of distribution and further developed its global product sourcing
capabilities. Also as part of this strategy, Kellwood has acquired 24
domestic companies or businesses since 1985. The following companies are
those acquired since 1998:
COMPANY NAME DATE OF ACQUISITION
-------------------------------------- -------------------
o Phat Fashions, LLC/Phat Licensing, LLC February 2004
o Briggs New York Corp. February 2003
o Gerber Childrenswear, Inc. June 2002
o Group B Clothing Co., Inc. December 2000
o Romance Du Jour, Inc. September 2000
o Dorby Frocks, Ltd. September 2000
o Academy Broadway August 2000
o Biflex International, Inc. January 2000
o Koret, Inc. April 1999
o Fritzi California December 1998
These companies are principally marketers of branded apparel. In addition to
its domestic acquisitions, in the early 1980's, the Company acquired Smart
Shirts Limited (Smart Shirts) of Hong Kong, a leading shirt and blouse
manufacturer in the Far East. Since its acquisition, Smart Shirts has
diversified its manufacturing capabilities from its principal base of Hong
Kong to the People's Republic of China, Sri Lanka, and the Philippines.
(b) The information required by this Item constitutes part of the Company's
2004 Annual Report to Shareowners, under the caption "Industry Segment and
Geographic Area Information," in Note 14 to the Consolidated Financial
Statements which information is included in Exhibit 13 to this Form 10-K and
is incorporated herein by reference.
(c) The Company and its subsidiaries are principally engaged in the apparel
and related soft goods industry. These products are manufactured primarily
in Asia.
(i) The Company's business units are aggregated into three
major consumer market product groupings along with General
Corporate, which represent the Company's four reportable
segments. The three major consumer segments are as
follows:
o WOMEN'S SPORTSWEAR designs, merchandises and sells
women's sportswear sold through leading retailers in
all channels of distribution. The product line
includes blazers, dresses, sweaters, blouses, vests,
other tops, skirts, pants, and skorts. The business
is primarily branded goods sold at the
popular-to-moderate price points, but the segment
does include some better-to-bridge lines - upper
price point women's sportswear sold principally to
small specialty stores, department stores and
2
catalog houses. A partial list of such brands are Sag
Harbor(R), Koret(R), Jax(R), David Dart(R),
Dorby(TM), My Michelle(R), Briggs New York(R),
Northern Isles(R) and David Brooks(R). Calvin
Klein(R), XOXO(R), IZOD(R), Liz Claiborne(R) Dresses
and Suits, David Meister(TM) and Bill Burns(R) are
produced under licensing agreements. Sales of Women's
Sportswear accounted for 59%, 60%, and 61% of the
Company's consolidated revenue in 2004, 2003, and 2002,
respectively.
o MEN'S SPORTSWEAR designs, merchandises, manufactures
and sells men's woven and knit shirts, pants, and
jeans sold to leading department stores, catalog
houses and national chains. The business is primarily
private label but also includes a number of licensed,
branded programs such as Slates(R) business casual
shirts, sweaters and tops and Nautica(R),
Claiborne(R) and Dockers(R) dress shirts and Phat(R),
Def Jam University(TM) and Run Athletics(TM)
sportswear. Sales of Men's Sportswear accounted for
25%, 21%, and 18% of the Company's consolidated
revenue in 2004, 2003, and 2002, respectively.
o OTHER SOFT GOODS designs, merchandises and sells
intimate apparel, infant apparel and recreation
products (tents, sleeping bags, backpacks and related
products). The business is primarily branded goods
including Kelty(R) and Sierra Designs(R) for
recreation products, Gerber(R) for infant apparel and
Oscar de la Renta Pink Label(R) for intimate apparel.
Sales of Other Soft Goods accounted for 16%, 19%, and
21% of the Company's consolidated revenue in 2004, 2003,
and 2002, respectively.
(ii) The Company anticipates no significant change in products
or new industry segments which would require a material
investment. However, business acquisitions and new brands
(either developed internally or through license
agreements) within all three of the Company's consumer
market segments are continually being considered. Overall,
it is anticipated that external and internal demands will
generate increasing requirements for capital investment.
In 2003 and 2004 the Company entered into several major
licensing agreements, including Calvin Klein(R) and
IZOD(R) for women's sportswear, XOXO(R) for juniors
sportswear and dresses, Lucy Pereda(TM) sportswear, Liz
Claiborne(R) for women's dresses and suits, Def Jam(TM)
for women's and men's sportswear and Oscar de la Renta Pink
Label(R) for Intimate Apparel. On February 3, 2004 the
Company completed the acquisition of Phat Fashions, LLC and
Phat Licensing, LLC (together referred to as Phat). Phat is a
licensor of apparel for men, women and children, athletic
shoes and accessories through the Phat Farm(R) and Baby
Phat(R) brands. Part of the purchase was Phat's option to
buyout the license from the menswear licensee, which the
Company exercised in February 2004.
(iii) The Company purchases finished goods from numerous
contract manufacturers and to a lesser extent raw
materials directly from numerous textile mills and yarn
producers and converters. The Company has not experienced
difficulty in obtaining finished goods or raw materials
essential to its business in any of its three business
segments.
(iv) The Company is the owner of certain trade names essential
to its business. The Company also holds licenses of
certain trade names in each of their business segments
having various terms which expire through 2009. Further
information about the Company's trade names is set forth
in the Company's 2004 Annual Report to Shareowners, under
the caption "Industry Segment and Geographic Area
Information," in Note 14 to the Consolidated Financial
Statements, which information is included in Exhibit 13 to
this Form 10-K and is incorporated herein by reference.
(v) Although the Company's various product lines are sold on a
year-round basis, the demand for specific styles is
seasonal. Women's Sportswear products are sold prior to
each of the retail selling seasons including spring,
summer, fall and holiday. Sales of Men's Sportswear and
Other Soft Goods are also dependent, to a lesser extent,
on the retail selling season.
(vi) Consistent with the seasonality of specific product
offerings, the Company carries necessary levels of
inventory to meet the anticipated delivery requirements of
its customers.
(vii) No customer accounts for more than 10% of the Company's
revenues in 2004.
3
(viii) The Company does not believe that backlog is a meaningful
or a material indicator of sales that can be expected for
any period. All of the Company's backlog is expected to be
filled within 12 months, but there can be no assurance
that the backlog at any point in time will translate into
sales in any particular subsequent period.
(ix) Government contracts or subcontracts with the Company are
not material.
(x) The Company has substantial competition from numerous
manufacturers and marketers, but accurate statistics
relative to the competitive position of the Company are
not available. Kellwood's ability to compete depends
principally on styling, service to the retailer, continued
high regard for the Company's brands and trade names, and
price. The Company's competitors include, among others,
Jones Apparel Group Inc., Liz Claiborne Inc., V.F.
Corporation, Polo Ralph Lauren Corp., and Tommy Hilfiger
Corp.
(xi) The Company has a continuing program for the purpose of
improving its products and production machinery. The
Company is not engaged in any material customer-sponsored
research and development programs. The amount spent on
research and development activities during 2004, 2003, and
2002 was not material.
(xii) In the opinion of management, there will be no material
effect on the Company resulting from compliance with any
federal, state or local provisions which have been enacted
or adopted regulating the discharge of materials into the
environment or otherwise relating to the protection of the
environment.
(xiii) At the end of 2004, there were approximately 32,000 people
employed by the Company. Substantially all of the work
force is non-union, and the Company considers its
relations with its employees to be satisfactory.
(d) Except for its Smart Shirts operations in the Men's Sportswear segment,
the Company's foreign manufacturing operations and customers have not been
material. The Company owns all of the outstanding shares of Smart Shirts
Limited, a Hong Kong corporation engaged in apparel manufacturing. The
sales, operating profit, and net assets attributable to each segment are set
forth under the caption "Industry Segment and Geographic Area Information"
in Note 14 to Consolidated Financial Statements in the Company's 2004 Annual
Report to Shareowners which information is included in Exhibit 13 to this
Form 10-K and which is incorporated herein by reference. Smart Shirts'
operations are included in the Men's Sportswear segment and comprise 67% of
sales and 65% of net assets of this segment for 2004; 71% of sales and 76%
of net assets of this segment for 2003; and 78% of sales and 77% of net
assets of this segment for 2002. Almost all of Smart Shirt's net assets are
located outside of the United States. Almost all of Smart Shirt's sales were
in the United States in 2004, 2003 and 2002. The risk attendant to the
Company's Smart Shirts operations is believed to be slightly greater than
that of domestic operations primarily due to uncertainty resulting from the
elimination of quota in 2005, foreign currency risk, risk associated with
operating in multiple foreign countries and political risk. Diversification
of Smart Shirts' manufacturing capacity to various countries helps to
mitigate these risks.
Because approximately 80% of the Company's products are sourced from
contract manufacturers, primarily in the Eastern Hemisphere, in 2002 the
Company established Kellwood Trading Limited (KTL), a Far Eastern sourcing
infrastructure based in Hong Kong. KTL provides sourcing only to Kellwood
business units. KTL does not have significant assets.
The Company sources product from contract manufacturers and manufactures
product, primarily in the Eastern Hemisphere. The elimination of quota in
January 2005 and the potential impact of the implementation of safeguards,
if any, in China, produces an uncertainty. The elimination of quota in
January 2005 should result in more efficient sourcing of product and
improved productivity in our sourcing organization. However, the impact of
eliminating quota in January 2005 and the potential impact of the
implementation of safeguards, if any, in China cannot be predicted with
certainty, and the benefit, if any, is not estimable at this time.
(e) Kellwood Company maintains a company website at www.kellwood.com. The
Company makes available, free of charge through the website, its annual
report on Form 10-K, quarterly reports on Form 10-Q, and current reports on
Form 8-K as soon as reasonably practicable after such reports are filed with
or furnished to the SEC. Information relating to corporate governance at the
Company, including the Corporate Governance Committee Charter, Compensation
Committee Charter, Audit Committee Charter and corporate governance
guidelines, is available at our website under the caption "Corporate
Governance" and is also available in print to any shareowner who requests
it.
4
ITEM 2. PROPERTIES
At January 29, 2005, the Company operated 38 distribution or production
facilities worldwide.
WOMEN'S SPORTSWEAR
This segment operates 14 warehousing and distribution centers totaling
approximately 3.3 million square feet including:
o A 525,000 square foot warehouse and distribution center in the Los
Angeles area;
o A multi-tiered 880,000 square foot warehouse and distribution
center in Trenton, Tennessee; and
o A 600,000 square foot warehouse and distribution center in Chico,
California.
These facilities serve multiple business units, thereby generating economies
of scale in warehousing and distribution activities.
MEN'S SPORTSWEAR
This segment operates 2 warehouse and distribution centers and 13
manufacturing facilities totaling approximately 1.3 million square feet.
Almost all these facilities relate to our Smart Shirts subsidiary, which
operates 1 warehouse and distribution center and 12 manufacturing facilities
totaling approximately 1.15 million square feet. Smart Shirts' subsidiaries
manage operations in Hong Kong, Sri Lanka, Philippines and the People's
Republic of China.
Additionally, this segment operates a manufacturing facility in Mexico and a
distribution center in Tennessee and shares warehousing with the Women's
Sportswear segment. In the first quarter of 2005, the Company closed the
manufacturing facility in Mexico.
OTHER SOFT GOODS
This segment operates:
o 5 domestic warehousing and distribution facilities and 1
warehousing and distribution facility in Canada totaling
approximately 940,000 square feet
o 3 manufacturing facilities totaling approximately 230,000 square
feet located in Honduras, Dominican Republic and the United States.
The Company's operating facilities are primarily owned or leased under
operating leases that generally contain renewal options. The Company leases
its corporate office space in St. Louis County, Missouri and New York City,
as well as showrooms in New York City.
In management's opinion, current facilities generally are well maintained
and provide adequate capacity for future operations. However, management
continues to evaluate the need to reposition the Company's portfolio of
businesses and facilities to meet the needs of the changing markets it
serves and to reflect the international business environment.
ITEM 3. LEGAL PROCEEDINGS
The Company is currently party to various legal proceedings. While
management currently believes that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material
adverse impact on the Company's financial position or overall trends in
results of operations, litigation is subject to inherent uncertainties.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the last
quarter of the year covered by this report.
PART II
- -------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
COMMON STOCK DATA
2004 2003
------------------------------- -------------------------------
Stock Price Dividends Stock Price Dividends
High Low Paid High Low Paid
--------- --------- --------- --------- --------- ---------
First Quarter $ 43.60 $ 37.47 $ .16 $ 30.54 $ 22.65 $ .16
Second Quarter 45.10 36.88 .16 34.85 26.79 .16
Third Quarter 41.13 31.32 .16 38.34 31.50 .16
Fourth Quarter 36.17 28.00 .16 42.89 34.90 .16
Common stock of Kellwood Company is traded on the New York Stock Exchange,
ticker symbol KWD. At March 5, 2005, there were approximately 2,863
shareowners of record.
5
In September 2000 the Board of Directors authorized the Company to
repurchase up to an additional ten percent of the outstanding shares of its
Common Stock (up to approximately 2.27 million shares) in the open market or
through privately negotiated transactions at management's discretion and
depending on market conditions. No purchases have been made pursuant to this
authorization.
The Company has two stock option plans (one for employees and one for
non-employee directors) and a corporate development incentive plan, all of
which are publicly announced plans. Under these plans, the Company can
repurchase previously owned shares from employees to cover the exercise
price of the options or employee tax liabilities. The table below summarizes
stock repurchases under these programs.
Total Number of Average Price
Period Shares Purchased Paid per Share
- -------------------- ---------------- --------------
02/01/04 - 03/06/04 10,535 $ 42.49
04/04/04 - 05/01/04 9,727 42.36
06/06/04 - 07/03/04 5,624 44.23
08/01/04 - 09/04/04 12,840 38.52
09/05/04 - 10/02/04 6,383 37.06
---------------- --------------
Total 45,109 $ 40.78
================ ==============
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item constitutes part of the Company's 2004
Annual Report to Shareowners, under the caption "Five Year Financial
Summary," which information is included in Exhibit 13 to this Form 10-K and
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item constitutes part of the Company's 2004
Annual Report to Shareowners, under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," which
information is included in Exhibit 13 to this Form 10-K and is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item constitutes part of the Company's 2004
Annual Report to Shareowners, under the caption "Market Risk Sensitivity and
Inflation Risks," which information is included in Exhibit 13 to this Form
10-K and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated March 10, 2005, except for Note 15 which
is as of March 15, 2005, constitute part of the Company's 2004 Annual Report
to Shareowners, which is included in Exhibit 13 to this Form 10-K and is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation as of the end of the period covered by
this report, that the Company's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a- 15(e) and 15d-
15(e)) are effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and
forms.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a- 15(f). Under the supervision and with the
participation of our management, including the Company's Chief Executive
Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on our
evaluation under the framework in Internal Control - Integrated Framework,
our management concluded that our internal control over financial reporting
was effective as of January 29, 2005.
Management's assessment of the effectiveness of our internal control over
financial reporting as of January 29, 2005 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting
firm, as stated in their report which is included in Exhibit 13 to this Form
10-K and is incorporated herein by reference.
6
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this Item regarding directors constitutes
part of the Company's Proxy Statement for the 2005 Annual Meeting of
Shareowners, under the captions "Nominees for Election to Serve Until 2007"
and "Directors Continuing to Serve Until 2006," which information is
incorporated herein by reference. The information regarding compliance with
section 16(a) of the Securities and Exchange Act of 1934 constitutes part of
the Company's Proxy Statement for the 2005 Meeting of Shareowners under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance," which is
incorporated herein by reference.
(b) Executive Officers of the Registrant as of March 5, 2005:
Name of Officer Age Office and Employment During the Last Five Years
- --------------- --- ------------------------------------------------
Hal J. Upbin 66 Chairman and Chief Executive Officer since December 2, 2003;
Chairman, President and Chief Executive Officer (1999-2003);
President and Chief Executive Officer (1997-1999)
Robert C. Skinner, Jr. 50 President and Chief Operating Officer since December 2, 2003;
Vice President and President Menswear (2002-2003);
President Kellwood Menswear (2000-2002);
Corporate Group Vice President of Oxford Industries (1998-2000);
President of Oxford Shirt Group, Oxford Industries (1987 - 2000)
W. Lee Capps, III 57 Executive Vice President Finance and Chief Financial Officer since December 2, 2003;
Senior Vice President Finance and Chief Financial Officer (2002-2003);
Vice President Finance and Chief Financial Officer (2000-2002);
Vice President Corporate Development (1998-2000)
Stephen L. Ruzow 61 Executive Vice President and President Womenswear since December 2, 2003;
Vice President and President Womenswear (2003);
President Womenswear (2001-2003);
Chairman and Chief Executive Officer of Pegasus Apparel Group (1998-2001)
Thomas H. Pollihan 55 Senior Vice President, Secretary and General Counsel since March 7, 2002;
Vice President, Secretary and General Counsel (1993-2002)
Lawrence E. Hummel 62 Vice President Finance since November 26, 2002;
Vice President Controller (1992-2002)
Roger D. Joseph 63 Vice President Treasurer and Investor Relations since December 1, 2000;
Vice President Treasurer (1992-2000)
Donna B. Weaver 54 Vice President Corporate Communications since April 24, 2002;
Director Corporate Communications (1998-2002)
(c) The information called for with respect to the identification of certain
significant employees is not applicable to the registrant.
(d) There are no family relationships between the directors and executive
officers listed above. There are neither arrangements nor understandings
between any named officer and any other person pursuant to which such person
was selected as an officer.
(e) Each of the officers named in Item 10(b) above was elected to serve in
the office indicated for a period of one year and until his successor is
elected and qualified.
(f) There are no legal proceedings involving directors, nominees for
directors, or officers.
(g) The information called for with respect to this item is not applicable
to the registrant.
7
(h) The Board, in its business judgment, has determined that Mr. Katzen
meets the Securities and Exchange Commission's definition of audit committee
financial expert and has so designated him as such. The Board has determined
that Mr. Katzen is independent as such term is used under Schedule 14A of
the Securities Exchange Act of 1934.
The Company has adopted a Code of Ethical Conduct for Senior Financial
Officers and Financial Management. This Code applies to, and has been signed
by, all key financial management personnel as well as the Chief Financial
Officer and the Chief Executive Officer. The full text of the Code of
Ethical Conduct for Senior Financial Officers and Financial Management is
available at the Company's website at www.kellwood.com and is available in
print to any shareowner who requests it. The Corporate Governance Committee
determined that should any changes to or waivers of this Code of Ethical
Conduct occur, such changes or waivers will be timely disclosed on the
Company's website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's Proxy
Statement for the 2005 Annual Meeting of Shareowners, under the captions
"Compensation of Directors," "Report of the Compensation Committee on
Executive Compensation - Executive Officer Agreements," and "Compensation of
Executive Officers" which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Some of the information required by this Item is set forth in the Company's
Proxy Statement for the 2005 Annual Meeting of Shareowners, under the
captions "Security Ownership of Certain Beneficial Owners" and "Management
Ownership of Kellwood Stock," which information is incorporated herein by
reference. In addition, set forth below is certain equity compensation plan
information.
EQUITY COMPENSATION PLAN INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
Plan Category Number Of Securities To Weighted-Average Number Of Securities Remaining
Be Issued Upon Exercise Exercise Price Of Available For Future Issuance Under
Of Outstanding Options, Outstanding Options, Equity Compensation Plans (Excluding
Warrants And Rights Warrants And Rights Securities Reflected In Column (A))
- ----------------------------------------------------------------------------------------------------------------------------
(A) (B) (C)
- ----------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans
Approved by Security Holders 2,633,450 $28.26 2,793,787
Equity Compensation Plans not
Approved by Security Holders N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL 2,633,450 $28.26 2,793,787
- ----------------------------------------------------------------------------------------------------------------------------
Additional information required by this Item is set forth under the caption
"Stock Plans" in Note 9 to the Consolidated Financial Statements included in
the Company's 2004 Annual Report to Shareowners, which information is
included in Exhibit 13 to this Form 10-K and is incorporated herein by
reference.
The Company's 1995 Stock Option Plan provides for an annual increase in the
shares available for issuance by an amount equal to 2% of the adjusted
average common stock outstanding used by the Company to calculate diluted
earnings per share for the preceding fiscal year. Additional shares reserved
based upon the 2004 adjusted average common stock outstanding are reflected
in the amounts in column (C) above.
8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the Company's Proxy
Statement for the 2005 Annual Meeting of Shareowners, under the caption
"Certain Relationships and Related Transactions," which information is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is set forth in the Company's Proxy
Statement for the 2005 Annual Meeting of Shareowners, under the caption
"Independent Registered Public Accounting Firm", which information is
incorporated herein by reference.
PART IV
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules
The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated March 10, 2005, except for Note 15 which is
as of March 15, 2005, constitute part of the 2004 Annual Report to
Shareowners which information is included in Exhibit 13 to this Form 10-K
and is incorporated herein by reference.
(i) Financial Statements:
Report of Independent Registered Public Accounting
Firm
Consolidated Statement of Earnings, Year Ended
January 29, 2005; Year Ended January 31, 2004; and
Year Ended February 1, 2003
Consolidated Balance Sheet, January 29, 2005; and
January 31, 2004
Consolidated Statement of Cash Flows, Year Ended
January 29, 2005; Year Ended January 31, 2004; and
Year Ended February 1, 2003
Consolidated Statement of Shareowners' Equity, Year
Ended January 29, 2005; Year Ended January 31, 2004;
and Year Ended February 1, 2003
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedules:
Schedules have been omitted because they are not
required or are not applicable or because the
information required to be set forth therein is
included in the consolidated financial statements or
the notes to the consolidated financial statements.
(iii) Exhibits:
Exhibits filed as part of this report are listed
below. Certain exhibits have been previously filed
with the Commission and are incorporated herein by
reference.
9
S.E.C. Exhibit
Reference No. Description
- ------------- -----------
3.1 - Restated Certificate of Incorporation of Kellwood Company,
as amended, incorporated herein by reference to Form 10-Q
for the quarter ended July 31, 1987, SEC File No. 1-7340.
3.2 - By-Laws, as amended April 1, 2004, incorporated herein by
reference to Form 10-Q for the quarter ended May 1, 2004,
SEC File No. 1-7340.
4.1 - Indenture for senior debt securities dated as of September
30, 1997 between Kellwood Company and JPMorgan Chase Bank,
formerly known as the Chase Manhattan Bank, as Trustee,
under which certain of the Company's debt securities are
outstanding, incorporated herein by reference to Form S-3
filed October 24, 1997, SEC File No. 333-36559.
4.3 - Note Agreement dated July 1, 1993, incorporated herein by
reference to Form 10-Q for the quarter ended July 31, 1993,
SEC File No. 1-7340.
4.4 - Rights to Acquire Series A Junior Preferred Stock,
pursuant to a Rights Agreement between the registrant and
Centerre Trust Company of St. Louis, incorporated herein by
reference to Registration Statement on Form 8-A, effective
June 24, 1986 and Amendment dated August 21, 1990,
incorporated herein by reference to Form 10-Q for the
quarter ended October 31, 1990, and Amendment dated May 31,
1996 incorporated herein by reference to Form 8-A/A
effective June 3, 1996, SEC File No. 1-7340, and Amendment
dated November 21, 2000 incorporated herein by reference to
Form 10-K for the fiscal year ended February 3, 2001, SEC
File No. 1-7340.
4.8 - Credit Agreement dated as of October 20, 2004 among
Kellwood Company, certain commercial lending institutions,
and Bank of America, N.A., as Administrative Agent and Banc
of America Securities LLC as Sole Lead Arranger and Sole
Book Manager incorporated herein by reference to Form 8-K
dated October 21, 2004, SEC File No. 1-7340.
4.9 - Indenture for senior debt securities dated as of June 22,
2004 between Kellwood Company and Union Bank of California,
N.A., as Trustee, under which certain of the Company's debt
securities are outstanding, incorporated herein by reference
to Form S-3 filed July 30, 2004, SEC File No. 333-117833.
10.3* - Form of Employment Agreement dated November 30, 1984,
between Kellwood Company and executive officers,
incorporated herein by reference to Form 10-K for the fiscal
year ended April 30, 1985, SEC File No. 1-7340.
10.4* - 1995 Stock Option Plan For Nonemployee Directors and 1995
Omnibus Incentive Stock Option Plan, incorporated herein by
reference to Appendixes A & B to the Company's definitive
Proxy Statement dated July 13, 1995, SEC File No. 1-7340.
10.5* - Executive Deferred Compensation Plan, adopted and
effective as of January 1, 1997; and Executive Deferred
Compensation Plan Amendment, adopted March 18, 1997,
incorporated herein by reference to Form 10-K for the fiscal
year ended April 30, 1997, SEC File No. 1-7340.
10.6** - Information Technology Service Agreement between Kellwood
Company and Electronic Data Systems Corporation dated March
31, 2002, incorporated herein by reference to Form 10-K for
the fiscal year ended February 2, 2002, SEC File No. 1-7340.
10.7* - Corporate Development Incentive Plan As Restated, dated
May 30, 2002, incorporated herein by reference to Appendix B
to the Company's definitive Proxy Statement dated April 16,
2002, SEC File No. 1-7340.
10.8* - Amendment to Employment Agreement dated May 29, 2003
between Kellwood Company and Hal J. Upbin, incorporated
herein by reference to Form 10-Q for the quarter ended May
3, 2003, SEC File No. 1-7340.
10
S.E.C. Exhibit
Reference No. Description
- ------------- -----------
10.9* - 1995 Stock Option Plan For Nonemployee Directors As
Amended, dated May 30, 2002, incorporated herein by
reference to Appendix A to the Company's definitive Proxy
Statement dated April 16, 2002, SEC File No. 1-7340.
10.10* - Executive Deferred Compensation Plan II, effective as of
January 1, 2005, and the Kellwood Company Deferred
Compensation Plan II for Non-Employee Directors, effective
as of January 1, 2005, incorporated herein by reference to
Form 8-K dated December 6, 2004, SEC File No. 1-7340.
13 - Portions of the Annual Report to Shareowners for the year
ended January 29, 2005, which are incorporated by reference
in this Form 10-K, filed herewith.
21 - Subsidiaries of the Company, filed herewith.
23 - Consent of Independent Registered Public Accounting Firm,
filed herewith.
24 - Powers of Attorney: Ms. Dickerson and Page and Messrs.
Baer, Bloom, Hunter, Katzen, Skinner, Upbin and Weinberg,
filed herewith.
31.1 - Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
31.2 - Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32 - Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.
* Denotes management contract or compensatory plan.
** Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
portions of Exhibit 10.6 have been deleted and filed separately with the
Commission pursuant to a request for confidential treatment.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
KELLWOOD COMPANY
Dated: March 16, 2005
/s/ Hal J. Upbin
-----------------------------------
Hal J. Upbin
Director, Chairman of the Board,
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following on behalf of Kellwood Company
and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Hal J. Upbin Director, Chairman of the Board, March 16, 2005
- ----------------------------- and Chief Executive Officer
Hal J. Upbin
/s/ W. Lee Capps, III Executive Vice President Finance and March 16, 2005
- ----------------------------- Chief Financial Officer
W. Lee Capps, III (principal financial officer)
/s/ Lawrence E. Hummel Vice President Finance March 16, 2005
- ----------------------------- (principal accounting officer)
Lawrence E. Hummel
Robert J. Baer* Director
Martin Bloom* Director
Kitty G. Dickerson, Ph.D.* Director
Jerry M. Hunter* Director
Larry R. Katzen* Director
Janice E. Page* Director
Robert C. Skinner, Jr.* Director
Harvey A. Weinberg* Director
/s/ W. Lee Capps, III
- --------------------------------
W. Lee Capps, III
*Attorney-in-fact
March 16, 2005
12