ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Liz Claiborne, Inc. (the “Company”) announced on October 12, 2011 that the Company had entered into a definitive agreement (the “Agreement”) to sell its LIZ CLAIBORNE family of brands and MONET brand to J.C. Penney Corporation, Inc. (“JCPenney”) for a total purchase price of $267.5 million. This transaction (the “JCPenney Transaction”), along with the transactions described below and under Item 7.01(a) (collectively, the “Transactions”), will result in total cash proceeds to the Company of approximately $328.0 million.

The JCPenney Transaction includes the sale of domestic and international trademark rights for LIZ CLAIBORNE, CLAIBORNE, LIZ, LIZ & CO., CONCEPTS BY CLAIBORNE, LC, ELISABETH, LIZGOLF, LIZSPORT, LIZ CLAIBORNE NEW YORK, LIZWEAR and domestic trademark rights for MONET. The LIZ CLAIBORNE NEW YORK and LIZWEAR trademarks will be licensed back royalty-free to the Company until July 2020. Further, the Company will serve as the exclusive supplier of jewelry to JCPenney for the LIZ CLAIBORNE and MONET brands. The JCPenney Transaction also includes receipt by the Company of an advance of $20.0 million (refundable to JCPenney under certain circumstances) in exchange for its agreement to develop exclusive brands for JCPenney by Spring 2014.

The Company has made certain customary representations and warranties to JCPenney in the Agreement, and has also made certain customary covenants, including the indemnification of JCPenney with respect to breaches of representations and warranties and breaches of covenants, subject to specified limitations on the amount of indemnifiable damages and survival period.

Closing of the JCPenney Transaction (the “Closing”) will be subject to the satisfaction of certain customary closing conditions, including, among others:

� absence of any injunction or other legal constraint against the Closing;
� expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
� the absence of a material adverse effect on the LIZ assets and the MONET assets collectively (with the exception that, in the event of a material adverse effect on the MONET assets alone, JCPenney will be required to proceed with the acquisition of the LIZ assets, and the purchase price will be reduced accordingly); and
� the receipt of consent under the Company’s asset-based loan credit agreement for the sales and lien releases contemplated by the JCPenney Transaction.

Moreover, each party’s obligation to consummate the JCPenney Transaction under the Agreement is conditioned on the accuracy of the other party’s representations and warranties and the other party’s compliance with its covenants and agreements, in each case in all material respects.

The Agreement is subject to termination if the Closing has not occurred by April 12, 2012. There are no termination fees payable upon the termination of the Agreement. The Closing is expected to occur in the fourth quarter of 2011.

The foregoing description of the Agreement is only a summary, does not purport to be complete and is qualified in its entirety by the complete text of the Agreement itself. The Company intends to file the Agreement as an exhibit to its next periodic report.

ITEM 7.01. REGULATION FD DISCLSOURE.
(a) The Company announced the following additional transactions on October 12, 2011:

� DANA BUCHMAN Brand: The Company has consummated a definitive agreement to sell its DANA BUCHMAN brand to Kohl’s, and will serve as the exclusive supplier of jewelry to Kohl’s for the DANA BUCHMAN brand;
� KENSIE Brand: The Company has entered into a definitive agreement to sell its KENSIE Brand to an affiliate of Bluestar Alliance; and
� DKNY� JEANS and DKNY� ACTIVE License: The Company has agreed to early termination of the DKNY� JEANS and DKNY� ACTIVE license with The Donna Karan Company, LLC, such that its license will terminate at year end 2011, one year ahead of the scheduled license maturity.

Consummation of the Kensie transaction described in this Item 7.01(a) is subject to certain customary closing conditions, and all Transactions are expected to close in the fourth quarter of 2011.

(b) On October 12, 2011, the Company provided revised guidance, pro forma for the consummation of the Transactions, the previously-announced joint venture transaction involving the Company’s global MEXX business and the previously-announced agreement with Elizabeth Arden, Inc. for pre-payment of certain royalties and sale of the trademarks for the CURVE fragrance brand and selected other smaller fragrance brands, which eliminates profits and losses associated with each of the following businesses:

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