UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
February 2, 2020January 29, 2023
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 Number001-07572
PVH CORP.
(Exact name of registrant as specified in its charter)
Delaware13-1166910
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200285 Madison Avenue,New York,New York1001610017
(Address of principal executive offices)(Zip Code)
        
(212) (212) 381-3500


(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol
Name of Each Exchange

on Which Registered
Common Stock, $1.00 par valuePVHNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x  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 x
Indicate by check mark whether 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 o
Indicate by check mark whether the registrant has submitted electronically 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 such files).  Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerxAccelerated filer  
Non-accelerated filer  
(Do not check if a smaller reporting company)Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
    Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐  No  No x
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant’s directors and corporate officers are affiliates of the registrant) based upon the closing sale price of the registrant’s common stock on August 4, 2019July 31, 2022 (the last business day of the registrant’s most recently completed second quarter) was $5,921,209,861.$4,051,007,516.
Number of shares of Common Stock outstanding as of March 19, 2020: 70,883,44410, 2023: 62,712,753






DOCUMENTS INCORPORATED BY REFERENCE
Document
Location in Form 10-K
in which incorporated
Registrant’s Proxy Statement
for the Annual Meeting of
Stockholders to be held on June 18, 2020
Part III

DocumentLocation in Form 10-K
in which incorporated
Registrant’s Proxy Statement
 for the Annual Meeting of
 Stockholders to be held on June 22, 2023
Part III








SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this Annual Report on Form 10-K including, without limitation, statements relating to our future revenue, earnings and cash flows, plans, strategies, objectives, expectations and intentions are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our ability to realize anticipated benefits and savings from divestitures, restructurings and similar plans, such as the headcount cost reduction initiative announced in August 2022 and the 2021 sale of assets of, and exit from, our Heritage Brands business to focus on our Calvin Klein and Tommy Hilfiger businesses; (iii) the ability to realize the intended benefits from the acquisition of licensees or the reversion of licensed rights (such as the recent announcement that the Company intends to bring in-house most of the product categories currently licensed to G-III Apparel Group, Ltd. upon the expirations over time of the underlying license agreements) and avoid any disruptions in the businesses during the transition from operation by the licensee to the direct operation by the Company; (iv) we may be considered to be highly leveragedhave significant levels of outstanding debt and weborrowing capacity and use a significant portion of our cash flows to service our indebtedness, as a result of which we might not have sufficient funds to operate our businesses in the manner we intend or have operated in the past; (iii)(v) the levels of sales of our apparel, footwear and related products, both to our wholesale customers and in our retail stores and our directly operated digital commerce sites, the levels of sales of our licensees at wholesale and retail, and the extent of discounts and promotional pricing in which we and our licensees and other business partners are required to engage, all of which can be affected by weather conditions, changes in the economy, (including inflationary pressures like those currently being seen globally), fuel prices, reductions in travel, fashion trends, consolidations, repositionings and bankruptcies in the retail industries, repositionings of brands by our licensors,consumer sentiment and other factors; (iv)(vi) our ability to manage our growth and inventory, including our ability to realize benefits from acquisitions, such as the acquisitions referenced in this Annual Report on Form 10-K; (v)inventory; (vii) quota restrictions, the imposition of safeguard controls and the imposition of new or increased duties or tariffs on goods from the countries where we or our licensees produce goods under our trademarks, such as the recently imposed tariffs and threatened increased tariffs on goods imported into the United States from China, any of which, among other things, could limit the ability to produce products in cost-effective countries, or in countries that have the labor and technical expertise needed, or require the Companyus to absorb costs or try to pass costs onto consumers, which could materially impact the Company’sour revenue and profitability; (vi)(viii) the availability and cost of raw materials; (vii)(ix) our ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where our products can best be produced); (viii)(x) the regulation or prohibition of the transaction of business with specific individuals or entities and their affiliates or goods manufactured in (or containing raw materials or components from) certain regions, such as the listing of a person or entity as a Specially Designated National or Blocked Person by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the issuance of Withhold Release Orders by the U.S. Customs and Border Protection; (xi) changes in available factory and shipping capacity, wage and shipping cost escalation, and store closures in any of the countries where our licensees’ or wholesale customers’ or other business partners’ stores are located or products are sold or produced or are planned to be sold or produced, as a result of civil conflict, war or terrorist acts, the threat of any of the foregoing, or political or labor instability, such as the current war in anyUkraine that has led to our decision to exit from our Russia business, including the closure of our retail stores in Russia and the countries wherecessation of our orwholesale operations in Russia and Belarus, and the temporary cessation of our licensees’ or other business partners’ products are sold, produced or are planned to be sold or produced; (ix)by many of our business partners in Ukraine; (xii) disease epidemics and health relatedhealth-related concerns, such as the current outbreak ofongoing COVID-19 pandemic, which could result in (and, in the case of the COVID-19 outbreak,pandemic, has resulted in some of the following) supply chainsupply-chain disruptions due to closed factories, reduced workforces scarcity of raw materials and scrutiny or embargoing of goods produced in affected areas;production capacity, shipping delays, container and trucker shortages, port congestion and other logistics problems, closed stores, and reduced consumer traffic and purchasing, as consumers become ill or limit or cease shopping in order to avoid exposure, or governments imposeimplement mandatory business closures, travel restrictions or the like, to prevent the spread of disease; and market or other changes that could result (or, with respect to the COVID-19 pandemic, could continue to result) in shortages of inventory available to be delivered to our stores and customers, order cancellations and lost sales, as well as in noncash impairments of our goodwill and other intangible assets, operating lease right-of-use assets, and property, plant and equipment; (x) acquisitions(xiii) actions taken towards sustainability and divestituressocial and issues arising with acquisitions, divestituresenvironmental responsibility as part of our sustainability and proposed transactions, including, without limitation, the abilitysocial and environmental strategy, may not be achieved or may be perceived to integrate an acquired entity or business into us with no substantial adverse effect on the acquired entity’s, the acquired business’s orbe falsely claimed, which could diminish consumer trust in our existing operations, employee relationships, vendor relationships, customer relationships or financial performance, and the ability to operate effectively and profitablybrands, as well as our continuing businesses after the sale or other disposal of a subsidiary, business or the assets thereof; (xi)brands value; (xiv) the failure of our licensees to market successfully licensed products or to preserve the value of our brands, or their misuse of our brands; (xii)(xv) significant fluctuations of the United StatesU.S. dollar against foreign currencies in which we transact significant levels of business; (xiii)(xvi) our retirement plan expenses recorded throughout the year are calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions, and differences between estimated and actual results give rise to gains and losses, which can be significant, that are recorded immediately in earnings, generally in the fourth quarter of the year; (xiv)(xvii) the impact of new and revised tax legislation and regulations; and (xv)(xviii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
 
We do not undertake any obligation to update publicly any forward-looking statement, including, without limitation, any estimate regarding revenue, earnings or cash flows, whether as a result of the receipt of new information, future events or otherwise.







PVH Corp.
Form 10-K
For the Year Ended February 2, 2020January 29, 2023
Table of Contents
PART I
PART I
Item 1.Business
Item 1A.Risk Factors
Item 1B.Unresolved Staff Comments
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Mine Safety Disclosures
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.Selected Financial Data[Reserved]
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8.Financial Statements and Supplementary Data
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B.Other Information
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
PART III
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.Certain Relationships and Related Transactions, and Director Independence
Item 14.Principal Accounting Fees and Services
PART IV
Item 15.Exhibits, Financial Statement Schedules
Item 16.Form 10-K Summary
Signatures
Index to Financial Statements and Financial Statement Schedule







PART I
Item 1. Business

Introduction

Unless the context otherwise requires, the terms “we,” “our” or “us” refer to PVH Corp. and its subsidiaries.

Our fiscal years are based on the 52-53 week period ending on the Sunday closest to February 1 and are designated by the calendar year in which the fiscal year commences. References to a year are to our fiscal year, unless the context requires otherwise. Our 20192022 year commenced on January 31, 2022 and ended on January 29, 2023; our 2021 year commenced on February 4, 20191, 2021 and ended on February 2, 2020;January 30, 2022; and our 20182020 year commenced on February 5, 20183, 2020 and ended on February 3, 2019; and our 2017 year commenced on January 30, 2017 and ended on February 4, 2018.31, 2021.

References to the brand names TOMMY HILFIGER, HILFIGER COLLECTIONTOMMY JEANS, TOMMY HILFIGER TAILORED, TOMMY JEANS, TOMMY SPORT, CALVIN KLEINCalvin Klein, CALVIN KLEIN 205 W39 NYC,CK CALVIN KLEINCalvin Klein, CALVIN KLEIN JEANSCalvin Klein Jeans, CALVIN KLEIN UNDERWEARCalvin Klein Underwear, CALVIN KLEIN PERFORMANCE, Van Heusen, IZOD, ARROW, SpeedoCalvin Klein Performance, Warner’s, Olga, and True&Co., which are owned, Van Heusen, IZOD, ARROW and Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, Unlisted, a Kenneth Cole Production, MICHAEL Michael Kors, Michael Kors Collection, DKNY, Chaps, which we owned through the second quarter of 2021 and now license back for certain product categories, and to other brand names owned by us or licensed to us by third parties in this report, are to registered and common law trademarks owned by us or licensed to us by third parties and are identified by italicizing the brand name.

References to the acquisition of Warnaco refer to our February 2013 acquisition of The Warnaco Group, Inc. and its subsidiaries, which companies we refer to collectively as “Warnaco.”

References to the acquisition of Tommy Hilfiger refer to our May 2010 acquisition of Tommy Hilfiger B.V. and certain affiliated companies, which companies we refer to collectively as “Tommy Hilfiger.”

References to the acquisition of Calvin Klein refer to our February 2003 acquisition of Calvin Klein, Inc. and certain affiliated companies, which companies we refer to collectively as “Calvin Klein.”

We obtained the market and competitive position data used throughout this report from research, surveys or studies conducted by third parties (including, with respect to the brand rankings, the NPD Group/POS Tracking Service), information provided by customers, and industry or general publications. The United States department and chain store rankings to which we refer in this report are on a unit basis. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable but do not guarantee the accuracy and completeness of such information. While we believe that each of these studies and publications and all other information are reliable, we have not independently verified such data and we do not make any representation as to the accuracy of such information.

Company Information

We were incorporated in the State of Delaware in 1976 as the successor to a business begun in 1881. Our principal executive offices are located at 200285 Madison Avenue, New York, New York 10016;10017; our telephone number is (212) 381-3500.

We make available at no cost, on our corporate website, PVH.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have electronically filed such material with the Securities and Exchange Commission (“SEC”). All such filings are also available on the SEC’s website at sec.gov.sec.gov.

We also make available at no cost on PVH.com, the charters of the committees of ourthe PVH Board of Directors, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics.

Company Overview

We are one of the largest global apparel companies in the world. We have over 40,000approximately 31,000 associates operating in more than 40 countries and generated $9.9$9.0 billion, $9.2 billion and $7.1 billion in revenues in 2019. 2022, 2021 and 2020, respectively. Our iconic brands, TOMMYHILFIGER and CalvinKlein, together generated over 90% of our revenue during each of 2022 and 2021, and over 85% of our revenue during 2020. Our business was significantly negatively impacted by the COVID-19 pandemic during 2020, resulting in an unprecedented material decline in revenue. Revenue in 2021 and 2022 continued to be negatively impacted by the pandemic and related supply chain and logistics disruptions, although to a much lesser extent than in 2020. Please see our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this report for further discussion.

We manage a diversified brand portfolio of iconic brands, including TOMMYHILFIGER CALVIN KLEIN,Calvin Klein, Warner’s, Olga and True&Co., which are owned, Van Heusen, IZOD, ARROW, and Warner’sGeoffrey Beene, which we owned through the second quarter of 2021 and now license back for certain product categories, and other owned and licensed brands. We refer to our owned and licensed trademarks, other than Olga andTOMMY HILFIGER Geoffrey Beeneand brands,Calvin Klein, as well as the digital-centric True&Co. intimates brand. We license brands from third parties, including Speedo (licensed in perpetuity for North


Americaour “heritage brands” and the Caribbean), Kenneth Cole New York, Kenneth Cole Reaction, Unlisted, a Kenneth Cole Production, MICHAEL Michael Kors, Michael Kors Collection, DKNY and Chaps. Our brand portfolio also consists of various other owned, licensed and, to a lesser extent, private label brands. We entered into a definitive agreement on January 9, 2020 to sell our Speedo North America business to Pentland Group PLC (“Pentland”), parent company of Speedo International Limited, which licenses the Speedo brand to us, andbusinesses we will no longer license the Speedo trademark upon closing of the sale (the “Speedo transaction”). The Speedo transaction is expected to close in the first quarter of 2020, subject to customary closing conditions, including clearanceoperate under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which has been received.heritage brands trademarks as our Heritage Brands business.

We design and market branded dress shirts, neckwear, sportswear (casual apparel), jeanswear, performance apparel, intimate apparel, underwear, swimwear, swim products,dress shirts, neckwear, handbags, accessories, footwear and other related products. Our brands are positioned to sell globally at various price points and in multiple channels of distribution. This enables us to offer differentiated products to a broad range of consumers, while minimizing competition among our brands and reducing our reliance on any one demographic group, product category, price point, distribution channel or region. We also license the use of our trademarks to third parties and joint ventures for product categories and in regions where we believe our licensees’ expertise can better serve our brands. During 2019, our

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Our directly operated businesses in North America during 2022 consisted principally of (i) wholesale sales under our TOMMY HILFIGER, CALVIN KLEIN, Van Heusen,HILFIGER and IZOD, ARROW,Calvin Speedo,Klein Warner’s, Olgatrademarks and Geoffrey Beene trademarks;our owned and licensed heritage brands; (ii) the operation of digital commerce sites under theour TOMMY HILFIGER, CALVIN KLEIN, Speedo, True&Co., Van Heusen and IZODCalvin Klein trademarkstrademarks; and the styleBureau.com digital commerce site; and(iii) the operation of retail stores, principally in premium outlet centers, primarily under our TOMMY HILFIGER CALVIN KLEIN and certain of our heritage brandsCalvin Klein trademarks. Our directly operated businesses outside of North America consisted principally of (i) our wholesale and retail sales in Europe and the Asia-Pacific region under our TOMMY HILFIGER HILFIGERtrademarks; (ii) our wholesale and retail sales in Europe, the Asia-Pacific region and Latin AmericaBrazil under our CALVIN KLEIN CalvinKleintrademarks; and (iii) the operation of digital commerce sites in Europe and the Asia-Pacific region under the TOMMYHILFIGER and CALVIN KLEINCalvin trademarks.Klein trademarks, and in Brazil under the CalvinKlein trademark. Our licensing activities principally related to the licensing worldwide of our TOMMYHILFIGER and CALVIN KLEIN CalvinKleintrademarks for a broad array of product categories and for use in numerous discrete jurisdictions.

We have evolved from our 1881 roots to become a diversified global company of iconic brands through a combination of strategic acquisitions, including the Calvin Klein, Tommy Hilfiger, and Warnacotransformative acquisitions and by successfully growing our brands globally across all channels of distribution. Our key acquisitions include the acquisition of Calvin Klein, Inc. and certain affiliated companies (“Calvin Klein”) in February 2003 (the “Calvin Klein acquisition”), the acquisition of Tommy Hilfiger B.V. and certain affiliated companies (“Tommy Hilfiger”) in May 2010 (the “Tommy Hilfiger acquisition”), and the acquisition of The Warnaco Group, Inc. and its subsidiaries (“Warnaco”) in February 2013 (the “Warnaco acquisition”). We also have also acquired several regional licensed businesses and will continue to explore strategic acquisitions of licensed businesses, trademarks and companies that we believe are additive to our overall business.

We entered into agreements on July 3, 2019 to terminate early the licenses for the global Calvin Klein and Tommy Hilfiger North America socks and hosiery businesses (the “Socks and Hosiery transaction”)extended in order to consolidate the socks and hosiery businesses for allNovember 2022 most of our brands in the United States and Canada in a newly formed joint venture, PVH Legwear LLC (“PVH Legwear”), in which we own a 49% economic interest, and bring in-house the international Calvin Klein socks and hosiery wholesale businesses. The Socks and Hosiery transaction closed on December 2, 2019. PVH Legwear was formed with a wholly owned subsidiary of our former Heritage Brands socks and hosiery licensee. PVH Legwear licenses from us the rights to distribute and sell TOMMY HILFIGER, CALVIN KLEIN, IZOD, Van Heusen and Warner’s socks and hosiery.

We acquired the Tommy Hilfiger retail business in Central and Southeast Asia from our previous licensee in that market (the “TH CSAP acquisition”) on July 1, 2019. As a result of the TH CSAP acquisition, we now operate directly the Tommy Hilfiger retail business in the Central and Southeast Asia market.

We acquired the approximately 78% ownership interests in Gazal Corporation Limited (“Gazal”) that we did not already own (the “Australia acquisition”) on May 31, 2019. Prior to the closing, we, along with Gazal, jointly owned and managed a joint venture, PVH Brands Australia Pty. Limited (“PVH Australia”), which licensed and operated businesses in Australia, New Zealand and other parts of Oceania under the TOMMY HILFIGER, CALVIN KLEIN and Van Heusen brands, along with other owned and licensed brands. PVH Australia came under our full control as a result of the Australia acquisition and we now operate directly those businesses.

We entered into a licensing agreement on May 30, 2019agreements with G-III Apparel Group, Ltd. (“G-III”) for the design, productionCalvin Klein and wholesale distribution of CALVIN KLEIN JEANSTOMMY HILFIGER women’s jeanswear collections in the United States and Canada, (the “G-III license”), which resultedlargely pertaining to the women’s apparel product categories sold at wholesale in North America. These agreements now have staggered expirations from the discontinuationend of 2023 through 2027. Upon expiration, we intend to bring most of the licensed product categories in-house and directly operate these businesses.

We completed the sale of certain of our directly operated Calvin Kleinheritage brands trademarks, including Van Heusen, IZOD, ARROW and GeoffreyBeene, as well as certain related inventories of our Heritage Brands business to Authentic Brands Group (“ABG”) and other parties (the “Heritage Brands transaction”), on the first day of the third quarter of 2021.

We licensed Speedo for North America women’s jeanswear wholesaleand the Caribbean until April 6, 2020, on which date we sold the Speedo North America business in 2019.



We acquiredto Pentland Group PLC (“Pentland”), the parent company of the Geoffrey BeeneSpeedo tradename from Geoffrey Beene, LLC (“Geoffrey Beene”) on April 20, 2018. Prior tobrand. Upon the acquisition,closing of the transaction, we haddeconsolidated the net assets of the Speedo North America business and no longer licensed the rights to design, market and distribute Geoffrey BeeneSpeedo dress shirts and neckwear from Geoffrey Beene.trademark.

We acquired True & Co., a direct-to-consumer intimate apparel digital commerce retailer, on March 30, 2017. This acquisition enabled us to participate further in the fast-growing online channel and provided a platform to increase innovation, data-driven decisions and speed in the way we serve our consumers across our channels of distribution.

We aggregate our reportable segments for purposes of discussion in this Reportreport into three main businesses: (i) Tommy Hilfiger, which consists of the Tommy Hilfiger North America and Tommy Hilfiger International segments; (ii) Calvin Klein, which consists of the Calvin Klein North America and Calvin Klein International segments; and (iii) Heritage Brands, which consists of the Heritage Brands Wholesale segment and, through the second quarter of 2021, the Heritage Brands Retail segments.segment. We announced in 2020 a plan to exit our Heritage Brands Retail business, which was completed in 2021. Our Heritage Brands Retail segment has ceased operations. Note 21,20, “Segment Data,” in the Notes to Consolidated Financial Statements included in Item 8 of this report contains information with respect to revenue, income (loss) before interest and taxes, assets, depreciation and amortization, and capital expenditures related to each segment, as well as information regarding our revenue generated by distribution channel and based on geographic location, and the geographic locations where our net property, plant and equipment is held.

Our 2019 revenue was $9.9 billion, of which over 50% was generated outside of the United States. Our global designer lifestyle brands, TOMMY HILFIGER and CALVIN KLEIN,together generated approximately 85% of our revenue during 2019.




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Tommy Hilfiger Business Overview

We believe TOMMY HILFIGERis one of the world’s leading designermost recognized premium lifestyle brands, uplifting and is internationally recognized for celebratinginspiring consumers since 1985. The brand creates iconic style, which comes alive at the intersection of the classic and the new, co-created with people who are shaping culture around the world. TOMMY HILFIGER celebrates the essence of classic American cool style with a preppymodern twist. Founder Tommy Hilfiger remains our Principal Designer and provides leadership and direction for the design process. Global retail sales of products sold under theTOMMY HILFIGER brands, including sales by our licensees, were approximately $9.2$9.1 billion in 2019. Our Tommy Hilfiger business markets its products under several2022.

The TOMMY HILFIGER brands in orderprincipally consist of TOMMY HILFIGER and TOMMY JEANS. Other sub-brands are used to fullyfurther capitalize on its globalthe TOMMY HILFIGER brand appeal as each brand variesand vary in terms of price point, product offerings, demographic target consumer or distribution.distribution channel. Products are sold globally in our stores, through our wholesale partners (in stores and online), through pure play digital commerce retailers and on tommy.com, and principally consist of men’s, women’s and kids’ sportswear, denim, underwear, swimwear, accessories and footwear. The TOMMY HILFIGERproducts sold under the brands consist of:include those produced under licenses with third parties for a broad range of lifestyle products, including footwear and accessories, eyewear, watches and jewelry, as well as for certain territories.

HILFIGER COLLECTION — the pinnacle of the TOMMY HILFIGER product offerings, HILFIGER COLLECTION blends the brand’s Americana heritage with contemporary influences and a playful fashion edge. The collection targets 25 to 40 year-old consumers. HILFIGER COLLECTION is available globally at select TOMMY HILFIGER stores, through our wholesale partners (in stores and online) and on tommy.com.

TOMMY HILFIGER TAILORED — this line integrates sharp, sophisticated style with the TOMMY HILFIGER brand’s American menswear heritage. From structured suiting to casual weekend wear, classics are modernized with precision fit, premium fabrics, updated cuts, rich colors and luxe details, executed with the TOMMY HILFIGER brand’s signature twist. The collection targets 25 to 40 year-old consumers. TOMMY HILFIGER TAILORED is available globally at select TOMMY HILFIGER stores, through our wholesale partners (in stores and online) and on tommy.com.

TOMMY HILFIGER — our core line is globally recognized for bringing to life the classic American cool spirit at the heart of the brand. The collection focuses on 25 to 40 year-old consumers with a broad selection of designs across more than 25 categories, including men’s, women’s and children’s sportswear, footwear and accessories. TOMMY HILFIGER is available globally in our TOMMY HILFIGER stores, through our wholesale partners (in stores and online), through pure play digital commerce retailers and on tommy.com.
TOMMY JEANS — inspired by American denim classics with a modern, casual edge, TOMMY JEANS adds a youthful energy and irreverent twist to the TOMMY HILFIGER brand’s heritage. The men’s and women’s collections focus on premium denim and target 18 to 30 year-old consumers. TOMMY JEANS is available globally at select TOMMY HILFIGER stores, TOMMY JEANS stores, through our wholesale partners (in stores and online), through pure play digital commerce retailers and on tommy.com.

TOMMY SPORT this line is engineered for performance and infused with the brand’s bold red, white and blue heritage. Silhouettes evoke the classic American cool spirit of the TOMMY HILFIGER brand with unique details and functional features. TOMMY SPORT is available globally at select TOMMY HILFIGER stores, through select wholesale partners (in stores and online), through pure play digital commerce retailers and on tommy.com.



Tommy Hilfiger’s global marketing and communications strategy is to build a consumer-centric, go-to-market strategy that maintains the brand’sbrands’ momentum, driving awareness, consistency and relevancy across product lines and regions. We engage consumers through comprehensive 360° marketing campaigns, which have a particular focus on offering capsules and collaborations together with innovative experiences and digital marketing initiatives. Marketing campaigns for the brandbrands are focused on attracting a new generation of consumers worldwide through a blend of global and regional brand ambassadors. Tommy Hilfiger spent over $200approximately $235 million on global marketing and communications efforts in 2019.2022, with a significant portion related to digital media spend.

Through our Tommy Hilfiger North America and Tommy Hilfiger International segments, we sell TOMMY HILFIGER products in a variety of distribution channels, including:

Wholesale — principally consists of the distribution and sale of products in North America, Europe and the Asia-Pacific region under the TOMMY HILFIGER brands. In North America, distribution is primarily through department stores warehouse clubs, and off-price and independent retailers, as well as digital commerce sites operated by the department store customers and pure play digital commerce retailers. In Europe and the Asia-Pacific region, distribution is primarily through department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees.

Retail — principally consists of the distribution and sale of products under the TOMMY HILFIGER brands in our stores in North America, Europe and the Asia-Pacific region, as well as on the tommy.com sites we operate in these regions. Our stores in North America are primarily located in premium outlet centers. In Europe and the Asia-Pacific region, we operate full-price and outlet stores and concession locations.

Licensing — we license the TOMMY HILFIGER brands to third parties globally for a broad range of products through approximately 35 license agreements. We provide support to our licensees and seek to preserve the integrity of our brands by taking an active role in the design, quality control, advertising, marketing and distribution of each licensed product, most of which are subject to our prior approval and continuing oversight. The arrangements generally are exclusive to a territory or product category. Territorial licensees include our joint ventures in Brazil, India and Mexico.


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Retail — principally consists of the distribution and sale of products under the TOMMY HILFIGER brands in our stores in North America, Europe and the Asia-Pacific region, as well as on the tommy.com sites we operate in over 30 countries. Our stores in North America are primarily located in premium outlet centers. In Europe and the Asia-Pacific region, we operate full-price specialty and outlet stores, as well as select flagship stores and concession locations.

Licensing — we license the TOMMY HILFIGER brands to third parties globally for a broad range of products through approximately 25 license agreements. We provide support to our licensees and seek to preserve the integrity of our brands by taking an active role in the design, quality control, advertising, marketing and distribution of each licensed product, most of which are subject to our prior approval and continuing oversight. The arrangements generally are exclusive to a territory or product category. Territorial licensees include our joint ventures in Brazil, India and Mexico.
Tommy Hilfiger’s key licensees, and the products and territories licensed, include:
LicenseeProduct Category and Territory
American Sportswear S.A.Men’s, women’s and children’s apparel, footwear and accessories (Central America, South America (excluding Brazil) and the Caribbean)
F&T Apparel LLC & KHQ Investment LLC
Children’s apparel, children’s underwear and sleepwear and boy’s tailored clothing (United States and Canada)

G-III Apparel Group, Ltd. / G-III Apparel Canada ULC (1)
Men’s and women’s outerwear, luggage, and women’s apparel, dresses, suits and swimwear (excluding intimates, sleepwear, loungewear, hats, scarves, gloves and footwear) and men’s and women’s activewear that also bear trademarks associated with the National Football League, Major League Baseball, the National Basketball Association, the National Hockey League, Major League Soccer or their member teams (United States and Canada)
Handsome Corporation

Men’s, women’s and children’s apparel, sportswear, socks and accessories and men’s and women’s outerwear and golf products (South Korea)
MBF Holdings LLCMen’s and women’s footwear (United States and Canada)
Movado Group, Inc. &/ Swissam Products, Ltd.LimitedMen’s and women’s watches and jewelry (worldwide, excluding Japan (except certain customers))(worldwide)
Peerless Clothing International, Inc.Men’s tailored clothing (United States and Canada)
Safilo Group S.P.A.S.p.A.Men’s, women’s and children’s eyeglasses and non-ophthalmic sunglasses (worldwide, excluding India)
(1)     During the fourth quarter of 2022, we extended most of our license agreements with G-III for TOMMY HILFIGER in the United States and Canada, which now have staggered expirations from the end of 2023 through 2027. Upon expiration, we intend to bring most of these product categories in-house and directly operate these businesses.

Our Tommy Hilfiger North America segment includes the results of our Tommy Hilfiger wholesale, retail and licensing activities in the United States, Canada and Mexico, and our proportionate share of the net income or loss of our investments in our joint venture in Mexico and in the PVH Legwear in each caseLLC joint venture (“PVH Legwear”) relating to theeach joint venture’s Tommy Hilfiger businesses.business. Our Tommy Hilfiger International segment includes the results of our Tommy Hilfiger wholesale, retail and


licensing activities outside of North America, and our proportionate share of the net income or loss of our investments in our joint ventures in Brazil and India relating to theeach joint ventures’venture’s Tommy Hilfiger businesses.business. Please see Note 5, “Investments in Unconsolidated Affiliates,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of the Company’s joint ventures.

Calvin Klein Business Overview

CALVIN KLEINCalvin Klein is one of the world’s leading global fashion lifestyle brands with a global lifestyle brand built on iconic essentialshistory of bold, non-conformist ideals. Founded in New York in 1968, the brand’s minimalist and powered by bold, progressive ideals.sensual aesthetic drives our approach to product design and communication, creating a canvas that offers the possibility of limitless self-expression. Global retail sales of products sold under the CALVIN KLEINCalvin Klein brands, including sales by our licensees, were approximately $9.4$9.3 billion in 2019. The CALVIN KLEIN2022. Each of the brands providehas a distinct identity and position in the retail landscape, providing us with the opportunity to market products both domestically and internationally a range of products at various price points, through multiple distribution channels and to different consumer groups. Our tiered-brand strategy provides a focused, consistent approach to global growth and development that preserves the brand’s prestige and image.

The CALVIN KLEIN Calvin Kleinbrands consist of:of CK Calvin Klein, Calvin Klein, Calvin Klein Jeans, Calvin Klein Underwear and Calvin Klein Performance. Products are sold globally in our stores, through our wholesale partners (in stores and online), through pure play digital commerce retailers and on calvinklein.com, and principally consist of men’s and women’s sportswear, jeanswear, underwear, swimwear, footwear and accessories. The products sold under the brands include those produced under licenses with third parties for a broad range of lifestyle products, including fragrance, men’s and women's apparel, home furnishings, footwear, eyewear, watches and jewelry in various countries and regions, as well as for certain territories.

CK CALVIN KLEIN — our “contemporary” brand, offering modern, sophisticated items including apparel and accessories. Distribution is in the Asia-Pacific region through select CALVIN KLEIN stores, selectwholesale partners (in stores and online) and calvinklein.com.
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CALVIN KLEIN — our “master” brand, offering men’s and women’s sportswear, swimwear, outerwear, fragrance, accessories, footwear, men’s dress furnishings, women’s dresses, suits and handbags, and items for the home. Distribution is primarily in North America, Europe and the Asia-Pacific region through our own stores, our wholesale partners (in stores and online), pure play digital commerce retailers and on calvinklein.com.

CALVIN KLEIN JEANS — the casual expression of the CALVIN KLEIN brand with roots in denim, offering men’s and women’s jeanswear, related apparel and accessories. CALVIN KLEIN JEANS is known for its unique details and innovative washes. Distribution is worldwide through our own stores, our wholesale partners (in stores and online), pure play digital commerce retailers and on calvinklein.com.

CALVIN KLEIN UNDERWEAR — known across the globe for provocative, cutting-edge products and marketing campaigns and consistently delivering innovative designs with superior fit and quality. Offerings include men’s and women’s underwear, women’s intimates, sleepwear and loungewear. Distribution is worldwide throughour own stores, our wholesale partners (in stores and online), pure play digital commerce retailers and on calvinklein.com.

CALVIN KLEIN PERFORMANCE — built on the foundation of innovation, fit and function. Designs are fashion-inspired and feature trend-driven, modern pieces that unite innovative fabric technology with classic American design elements. Distribution is primarily in North America, Europe and the Asia-Pacific region through our own stores, our wholesale partners (in stores and online), pure play digital commerce retailers and on calvinklein.com.

Over $365Approximately $355 million was spent globally in 20192022 in connection with the advertising, marketing and promotion of the CALVIN KLEINCalvin Klein brands, andwith a significant portion related to digital media spend, of which approximately 40%35% of these expenses were funded by Calvin Klein’s licensees and other authorized users of the brands. Calvin Klein’s global marketing and communications strategy is to bring together all facets of the consumer marketing experience. The CALVIN KLEINCalvin Klein brands continue to generate compelling brand and cultural relevancy by continually evolving and driving consumer engagement. Marketing campaigns for the brand are focused on a truly digital first, socially powered experience for consumers, through the use of global and regional brand ambassadors, capsule collections and experiential events.

Through our Calvin Klein North America and Calvin Klein International segments, we sell CALVIN KLEINCalvin Klein products in a variety of distribution channels, including:

Wholesale — principally consists of the distribution and sale of products in North America, Europe, the Asia-Pacific region and Brazil under the CALVIN KLEIN brands. In North America, distribution is primarily through warehouse clubs, department and specialty stores, and off-price and independent retailers, as well as digital commerce sites operated by department store customers and pure play digital commerce retailers. In Europe, the Asia-Pacific region and Brazil, distribution is through department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees.
Retail — principally consists of the distribution and sale of apparel, accessories and related products under the CALVIN KLEIN brands in our stores in North America, Europe, the Asia-Pacific region and Brazil, as well as on the calvinklein.com sites we operate in over 35 countries. Our stores in North America are primarily located in premium outlet centers. In Europe, the Asia-Pacific region and Brazil, we operate full-price and outlet stores and concession locations.


Licensing — we license the CALVIN KLEIN brands throughout the world in connection with a broad array of product categories. In these arrangements, Calvin Klein combines its design, marketing and branding skills with the specific manufacturing, distribution and geographic capabilities of its partners to develop, market and distribute these goods, most of which are subject to our prior approval and continuing oversight. Calvin Klein has approximately 45 licensing and other arrangements across the CALVIN KLEIN brands. The arrangements generally are exclusive to a territory or product category. Territorial licensees include our joint ventures in India and Mexico.

Wholesale — principally consists of the distribution and sale of products in North America, Europe, the Asia-Pacific region and Brazil under the Calvin Klein brands. In North America, distribution is primarily through department and specialty stores, warehouse clubs, and off-price and independent retailers, as well as digital commerce sites operated by department store customers and pure play digital commerce retailers. In Europe, the Asia-Pacific region and Brazil, distribution is primarily through department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees.

Retail — principally consists of the distribution and sale of products under the Calvin Klein brands in our stores in North America, Europe, the Asia-Pacific region and Brazil, as well as on the calvinklein.com sites we operate in these regions. Our stores in North America are primarily located in premium outlet centers. In Europe, the Asia-Pacific region and Brazil, we operate full-price and outlet stores and concession locations.

Licensing — we license the Calvin Klein brands throughout the world in connection with a broad array of product categories. In these arrangements, Calvin Klein combines its design, marketing and branding skills with the specific manufacturing, distribution and geographic capabilities of its partners to develop, market and distribute these goods, most of which are subject to our prior approval and continuing oversight. Calvin Klein has approximately 40 licensing and other arrangements across the Calvin Klein brands. The arrangements generally are exclusive to a territory or product category. Territorial licensees include our joint ventures in India and Mexico.
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Calvin Klein’s key licensees, and the products and territories licensed, include:
LicenseeProduct Category and Territory
LicenseeProduct Category and Territory
CK21 Holdings Pte. Ltd.
Men’s and women’s CK CALVIN KLEINCalvin Klein apparel (Asia, excluding Japan)
CK Watch & Jewelry Co., Ltd.
(Swatch SA)
Men’s and women’s watches and jewelry (worldwide) *
Coty Inc.Men’s and women’s fragrance bath products and color cosmetics (worldwide)
Himatsingka Seide, Ltd.Soft home bed and bath furnishings (United States, Canada, Mexico, Europe, Middle East, Asia and India)
G-IIIF&T Apparel LLC & KHQ Investment LLCChildren’s jeanswear and certain performance wear (United States and Canada)
G-III Apparel Group, Ltd. (1)
Women’s coats, suits, dresses, sportswear, jeanswear, active performancewear, handbags and small leather goods, men’s and women’s coats, men’s and women’s luggage and men’s and women’s swimwear (United States and Canada with luggage jurisdictions including Europe, Asia and elsewhere)
Jimlar CorporationMBF Holdings LLC
Men’s and women’s Calvin Klein and Calvin Klein Jeans footwear (various jurisdictions) *(United States and Canada)
Marchon Eyewear, Inc.Men’s and women’s optical frames and sunglasses (worldwide)
Onward Kashiyama Co. Ltd.Movado Group, Inc.
Men’s and women’s watches and jewelry (worldwide)CK CALVIN KLEIN apparel (Japan)
Peerless Clothing International, Inc.Men’s tailored clothing (United States, Canada and Mexico)

*Licenses(1)    During the fourth quarter of 2022, we extended most of our license agreements with G-III for Calvin Klein in the United States and Canada, which now have staggered expirations from 2024 through 2027. Upon expiration, we intend to bring most of these product categories will be transitioning to new licensees in 2020.    in-house and directly operate these businesses.

Our Calvin Klein North America segment includes the results of our Calvin Klein wholesale, retail and licensing activities in the United States, Canada and Mexico, and our proportionate share of the net income or loss of our investments in our joint venture in Mexico and in PVH Legwear, in each case relating to theeach joint venture’s Calvin Klein businesses in North America.business. Our Calvin Klein International segment includes the results of our Calvin Klein wholesale, retail and licensing activities outside of North America, and our proportionate share of the net income or loss of our investment in our joint venture in India relating to the joint venture’s Calvin Klein business. Please see Note 5, “Investments in Unconsolidated Affiliates,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of the Company’s joint ventures.

Heritage Brands Business Overview

Our Heritage Brands business designs, sourcesincludes the design, sourcing and marketsmarketing of a varied selection of prominentwomen’s intimate apparel principally under the Warner’s and True&Co. brands and men’s underwear under the Nike brand, labelwhich is licensed. Our Heritage Brands business also includes the design, sourcing and marketing of men’s dress shirts and neckwear under the Van Heusen brand, as well as under various other licensed brand names.

This business also included until August 2, 2021, when we completed the Heritage Brands transaction, the design, sourcing and marketing of a varied selection of sportswear swimwear, swim products, intimate apparel, underwear under the Van Heusen, IZOD, ARROW and related apparelGeoffrey Beene brands and accessories, and licenses certainthe licensing to third parties of ourthese brands for an assortment of products. The Heritage Brands business also offers private label dress furnishings programs, particularly in neckwear. We design, source and market substantially all of these products on a brand-by-brand basis, targeting distinct consumer demographics and lifestyles in an effort to minimize competition among our brands. Global retail sales of products sold under our owned and licensed heritage brands, including sales by our licensees, were approximately $3.3 billion in 2019.product categories.



Through ourOur Heritage Brands Wholesale segment derives revenue primarily from the distribution and Heritage Brands Retail segments, we sell heritage brandsthe sale of products in a variety of distribution channels, including:
Wholesale We principally distribute our Heritage Brands products at wholesale in the United States and Canada through department, chain and specialty stores, warehouse clubs, and mass market off-price and independentoff-price retailers (in stores and online), as well as through pure play digital commerce retailers and, for Speedo products, through sporting goods stores, team dealers and swimclubs. Products sold through this channel principally consist of:

Men’s dress shirts and neckwear under brands including Van Heusen, IZOD, ARROW, Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, Unlisted, a Kenneth Cole Production, MICHAEL Michael Kors, Michael Kors Collection and DKNY. We also market dress shirts under the Chaps brand, among others. We offer private label dress shirt and neckwear programs to retailers, primarily national department stores and mass market retailers. We believe our product offerings collectively represent a sizeable portion of the domestic dress furnishings market.

We license certain of the brands under which we sell men’s dress shirts and neckwear. The following table provides information with respect to the expiration of the licenses for the more significant brands (as determined based on 2019 sales volume):

Brand NameLicensor(s)Expiration
MICHAEL Michael Kors and Michael Kors Collection
Michael Kors, LLC and Michael Kors (Switzerland) International GmbHJanuary 31, 2022
DKNYDonna Karan Studio LLCTerminated on December 31, 2019
Kenneth Cole New York, Kenneth Cole Reaction and Unlisted, a Kenneth Cole Production
Kenneth Cole Productions (Lic), LLC and Kenneth Cole Productions, Inc.December 31, 2022, with a right of renewal (subject to certain conditions) through December 31, 2025
ChapsThe Polo/Lauren Company, LP and PRL USA, Inc.March 31, 2023
Men’s sportswear, including sport shirts, sweaters, bottoms and outerwear, principally under the Van Heusen, IZOD and ARROW brands. IZOD and Van Heusen were the first and second best selling national brand men’s woven sport shirts, respectively, in United States department and chain stores in 2019. We also produced men’s sportswear under a license agreement for the DKNY brand as noted in the table above.

Men’s, women’s and children’s swimwear, pool and deck footwear, and swim-related products and accessories under the Speedo trademark. The Speedo brand is exclusively licensed to us for North America and the Caribbean in perpetuity from Speedo International Limited. We will no longer license the Speedo trademark in conjunction with the Speedo transaction, which is expected to close in the first quarter of 2020, subject to customary closing conditions.

Women’s intimate apparel under the Warner’s and Olga brands and intimate apparel under the True&Co. brand.Warner’s was the fourth best selling brand for bras and panties in United States department and chain stores in 2019. True&Co. is primarily distributed in the United States through our TrueAndCo.com digital commerce site, and, to a lesser extent, through a department store and a mass market retailer.


Retail We also market products directly to consumers through our Heritage Brands stores, primarily located in outlet centers throughout the United States and Canada. A majority of our stores offer a broad selection of Van Heusen men’s and women’s apparel, along with a limited selection of our dress shirt and neckwear offerings, and IZOD and Warner’s products. The majority of these stores feature multiple brand names on the store signage, with the remaining stores operating under the Van Heusen name. We also sell our products in the United States through our directly operated digital commerce sites for Speedo, True&Co., VanHeusen and IZOD, as well as our styleBureau.com site.

Licensing  We license our Van Heusen, IZOD, ARROW, Geoffrey Beene, Speedo, Warner’s and Olga brands globally for a broad range of products through approximately 80 license agreements. We provide support to our licensees and seek to preserve the integrity of our brands by taking an active role in the design, quality control, advertising, marketing and


distribution of each licensed product, most of which are subject to our prior approval and continuing oversight. The arrangements generally are exclusive to a territory or product category. Territorial licenses include our joint venture in Mexico.

Our heritage brands licensees, and the products and territories licensed by them, include:

LicenseeProduct Category and Territory
Arvind Fashions Limited

ARROW men’s and women’s dresswear, sportswear and accessories (India, Middle East, Nepal and Sri Lanka)

Basic Resources, Inc.
Van Heusen and IZOD men’s and boys’ knit and woven underwear (United States and Canada)

Five Star Blue, LLC

IZOD men’s denim, twill pants and shorts (United States, Canada and Mexico)
F&T Apparel LLC
Van Heusen and ARROW boys’ dress furnishings and sportswear; IZOD boys’ sportswear; IZOD and ARROW boys’ andgirls’ school uniforms; ARROW men’s tailored clothing; IZOD boys’ tailored clothing (United States and Canada)

I.C.C. International Public Company Limited
ARROW men’s dress furnishings, tailored clothing, sportswear and accessories; ARROW women’s dresswear and sportswear (Thailand, Myanmar, Laos, Cambodia and Vietnam)

Peerless Clothing International Inc.


Van Heusen and IZOD men’s tailored clothing (United States, Canada and Mexico)


Eastman Dress Group Inc. (and subsidiaries)
IZOD men’s, women’s and children’s footwear (United States, Canada and Mexico); Van Heusen men’s and boys’ footwear (United States and Canada)

Our Heritage Brands Wholesale segment principally includes the results of our Heritage Brands wholesale and licensing activities, the results of our directly operated digital commerce sites, and our proportionate share of the net income or loss of our investments in our joint venture in Mexico and in PVH Legwear in each case
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relating to theeach joint venture’s Heritage Brands businesses. business. This segment also included the results of our directly operated digital commerce site for Van Heusen and IZOD in the United States, which ceased operations during the third quarter of 2021 in connection with the Heritage Brands transaction. Please see Note 5, “Investments in Unconsolidated Affiliates,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of the Company’s joint ventures.

Our Heritage Brands Retail segment includesceased operations in 2021. This segment had included the results of our Heritage Brands stores.retail stores, primarily located in outlet centers throughout the United States and Canada, through which we marketed a selection of Van Heusen, IZOD and Warner’s apparel, accessories and related products directly to consumers. We completed the exit from the business in the fourth quarter of 2021.

Our Business Strategy

We see opportunities for long-term growth asAt our April 2022 Investor Day, we employintroduced the PVH+ Plan, our multi-year, strategic priorities across our organization. Our global growth strategies include:
Driving consumer engagement through innovative designsplan to drive brand-, digital- and personalized brand and shopping experiences that capture the heart of the consumer.
Leveraging data driven marketing to deepen the relationships with our consumers through segmented product assortments and personalized content.
Expanding our worldwide reach through organicdirect-to-consumer-led growth and acquisitions.
Investing in and evolving how we operate by leveraging technology and data to be dynamic, nimble and forward-thinking.
Evolving our supply chain to adapt more quickly to change and reduce lead times.
Developing a talented and skilled workforce that embodies our core values and an entrepreneurial spirit, while empowering our associates to design their future.
Deliveringdeliver financial performance for sustainable, long-term profitable growth and generating free cash flowvalue creation. The execution of the PVH+ Plan builds on the core strengths of PVH to create long-term stockholder value.

Our strategies are complemented byunlock the full potential of our purpose to powertwo global iconic brands, that drive fashion forward, for good.


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Tommy Hilfiger Business

We believe that we can continue to grow global retail sales ofCalvin Klein and TOMMY HILFIGER, through five key drivers:

Win with product through a number of initiatives, which include:

Driving brand heat and conversion by delivering dynamic consumer engagement initiatives that include brand ambassadors, capsule collections, consumer activations and experiential events.

DeliveringBy developing compelling products that reflect TOMMY HILFIGER’s accessible premium positioning and classic American cool aesthetic, with a focus on sustainability and social innovation.

Category expansion within womenswear, accessories, denim and underwear.

Regional expansion, particularly in the Asia-Pacific region.

Digitizing the complete brand experience, from design to our showrooms for wholesale customers, to our online and in-store experiences.

Calvin Klein Business

We believe growth opportunities exist to drive further global retail sales of CALVIN KLEIN product and improvements in the operating margin of our Calvin Klein business over time, including through:

Reigniting the brand and driving conversion with consumer engagement initiatives that include brand ambassadors, capsule collections, consumer activations and experiential events.

Delivering compelling products that reflect CALVIN KLEIN’s accessible premium positioning and seductive aesthetic, with a focus on sustainable product creation.

Product improvement and expansion, particularly within men’s and women’s sportswear, jeanswear, accessories and women’s intimates.

Regional expansion, particularly in Europe and the Asia-Pacific region.

Further digitizing the brand by growing online sales and expanding omni-channel capabilities.

Identifying operating efficiencies across the business to drive improvements in our operating margins.
Heritage Brands Business

Our Heritage Brands business represents our original business, where we developed our core competencies, and is an important complement to our global designer brand businesses. In addition to capturing market share and generating healthy cash flows, we will continue to look for further ways to optimize the Heritage Brands portfolio. Our strategic initiatives for our Heritage Brands business include:

Leveraging and enhancing each brand’s position in the market to drive market share gains,across key growth categories, with a focus on theexpanding in large and growing global demand spaces where our iconic brands resonate most profitable brands.with consumers.

Delivering trend-rightWin with consumer engagement – By driving digital-first, 360° consumer engagement built around brand, key products at an attractive value proposition,and key consumer moments, partnering with a focus on new technologies, features and sustainability.

Optimizing distribution, particularlycreators in the massindustry who we believe are most relevant to each of our brands, and building out each brand’s ambassador program, to meet consumers on their terms in new and engaging ways.

Win in the digitally-led marketplace – By building a holistic distribution strategy for Calvin Klein and TOMMY HILFIGER, led by digital and direct-to-consumer channels, and supported by key wholesale partnerships.

Develop a demand- and data-driven operating model – By driving a systematic and repeatable product creation model that puts the consumer first and leverages data to bring products consumers most desire to market retailerswith speed and digital commerce,agility.

Drive efficiencies and invest in growth By becoming more cost-competitive and reinvesting in key strategic growth drivers. We are simplifying how our teams work and identifying efficiencies to fuel growth initiatives with a focus on driving profitable volume.the greatest positive impact and strongest return.

Enhancing profitability by optimizingThese five foundational drivers apply to each of our portfolio, capitalizing on supply chain opportunities, reducing costsbusinesses and maintaining a critical focus on inventory management.are activated in the regions to meet the unique expectations of our consumers around the world.


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 Other Strategic Opportunities

We believe we have an attractive and diversemanage a portfolio of global iconic brands, with growth potential. Nonetheless, we willincluding TOMMYHILFIGER and CalvinKlein. We do continue to explore strategic acquisitions of licensed businesses, companies orand trademarks, licensing take-backs and licensing opportunities that we believe are additive to our overall business, including to addressbusiness. These could include product category, platform capability expertise, and brand positioning and design perspective needs. We take a disciplined approach to any acquisitions, seeking brands with broad consumer recognition that we can grow profitably and expand by leveraging our infrastructure and core competencies and, where appropriate, by extending the brand through licensing.competencies.

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Seasonality

Our business generally follows a seasonal pattern. Our wholesale businesses tend to generate higher levels of sales in the first and third quarters, while our retail businesses tend to generate higher levels of sales in the fourth quarter. Royalty, advertising and other revenue tends to be earned somewhat evenly throughout the year, although the third quarter hastends to have the highest level of royalty revenue due to higher sales by licensees in advance of the holiday selling season. The COVID-19 pandemic and related supply chain and logistics disruptions have disrupted these patterns, however. We otherwise expect this seasonal pattern will generally continue. Working capital requirements vary throughout the year to support these seasonal patterns and business trends.

Design

Our business depends on our ability to stimulateappeal and respond to consumer tastes and demands, as well as on our ability to remain competitive in the areas of quality, sustainability and delivering a compelling price value proposition.proposition where the consumer is shopping.

Our in-house design teams, together with our merchandising teams, are significant contributors to the continued strength of our brands. Each of our branded businesses employs its own teamsteam of designers and merchandisers that develop products representing its brand’s aesthetics, whileare responsible for conceptualizing and implementing the design direction for the brand across the consumer touchpoints of product, stores and marketing. Designers have access to the brands’ extensive archives of product designs, which are a valuable resource for new product concepts. Our designers collaborate with merchandising teams that analyze sales, market trends and consumer preferences to identify market opportunities that help guide each season’s design process and create a globally relevant product assortment. Leveraging our strategic investments in data and analytics tools, merchandisers are able to gain a deeper understanding of customer behavior that empowers our teams to respond to changes in consumer preferences and demand, as well as scale opportunities across brands with greater speed and efficiency. Our merchandising teams manage the product life cycle to maximize sales and profitability across all channels. In an effort to keep our brands relevant, our teams also being mindful of consumers’ tastes, lifestyle needswork with other brands and current fashion trends. To reflect consumer variances in each ofkey collaborators to design and merchandise brand collaborations. These collaborations are intended to drive brand heat and product relevance with our regional markets, the businesses tailor their products and offerings to appeal to local tastes, fit differences or other preferences, while maintaining the cohesive creative vision for each brand. target consumers.

Our teams have expanded their use of 3D design technology to enhance our design capabilities, which reduceswas accelerated by the COVID-19 pandemic, reducing the need for samples early in the design process and the time needed to bring products to market.

Product Sourcing

Our capabilities for worldwide procurement and sourcing enable us to deliver to our customers competitive and high quality goods at an attractive value and on a timely basis. We have an extensive established network of worldwide sourcing partners that enables us to meet our customers’ needs in an efficient manner without relying on any one vendor or factory or on vendors or factories in any one country. Our products were produced in over 1,200approximately 1,100 factories in approximately 5040 countries during 2019.2022. All but one of these factories were operated by independent manufacturers, with most being located in Asia.

We source finished products and, to a limited extent, raw materials and trim. Raw materials and trim include fabric, buttons, thread, labels and similar components. Finished products consist of manufactured and fully assembled products ready for shipment to our customers and our stores. Raw material, trim and finished product commitments are generally made two to six months prior to production. We believe we are one of the largest users of shirting fabric in the world. We believe that an ample number of alternative suppliers exist should we need to secure additional or replacement production capacity and raw materials.

Our purchases from our suppliers are effected through individual purchase orders specifying the price, quantity, delivery date and destination of the items to be produced. Sales are monitored regularly at both the retail and wholesale levels and modifications in production can be made either to increase or reduce inventories. We look to establish long-term supplier relationships in the appropriate locations throughout the world to meet our needs and we place our orders in a manner designed to limit the risk that a production disruption at any one facility could cause a serious inventory problem, while seeking to maximize the pricing opportunities. The COVID-19 pandemic has had impacts throughout our supply chain, including as a result of vessel, container and other transportation shortages, labor shortages and port congestion globally, as well as production delays in some of our key sourcing countries, which has delayed product orders. We have incurred, beginning in the second half of 2021 and throughout the first half of 2022, higher air freight and other logistics costs in connection with these disruptions. To mitigate these supply chain and logistics disruptions, we increased our core product inventory levels in 2022. We continue to
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monitor for any production delays and other potential disruptions in our supply chain and will continue to implement mitigation plans as needed.

The manufacturers of our products are required to meet our quality, human rights, safety, environmental and cost requirements. Our global supply chain teams, offices and buying agents enable us to monitor the quality of the goods manufactured by, and the delivery performance of, our suppliers and work with our global compliance teams to ensure the enforcement of our human rights and labor standards and other code of conduct requirements through our ongoing extensive training, approval and monitoring system. They also monitor and track the primary cost inputs to the finished product to ensure that we pay the most appropriate cost for our finished goods.


We continue to explore new areas of production that can grow with our businesses. Our country of origin strategy provides a flexible approach to product sourcing, which enables us to maximize regional opportunities and mitigate our potential exposure to risks associated with new duties, tariffs, surcharges, or other import controls or restrictions. Whilerestrictions, as has been the case with China, remains an important sourcing country for us,where we have reduced our exposure tobeen reducing the countryamount of production over time by growing our sourcing basein favor of production in other parts of Asia as well as Africa.that better serve our sourcing strategy. Many of these efforts have been with our existing factory partners. Additionally, we began producing finished productspartners, but in Ethiopia during 2017 to evolve our supply chainfacilities and become more dynamic. Production is through a joint venture, PVH Arvind Manufacturing Private Limited Company (“PVH Ethiopia”),countries that we formed with Arvind Limited (“Arvind”). The goods produced are primarily distributedoffer us production or cost advantages over those in the United States through our Heritage Brands business.China.

We also continue to develop strategies that can enhance the operational efficiency of our supply chain and unlock gross margin opportunities. We have incorporatedIn addition to expanding our use of 3D design technology to enhance our design capabilities, which reduce our lead times, improve our planning abilitiesthe time needed to bring products to market, we have also utilized 3D showrooms to be more cost and eliminate the need for early samples in the design process.time efficient. Speed is another critical focus area across the Company. We have implemented various speed models, core replenishment and read and react capabilities for select categories to enhance our operations and make our business model more dynamic and responsive, while also increasing service levels, reducing inventory exposure and improving quality and consumer value. We believe the enhancement of our supply chain efficiencies and working capital management through the effective use of our distribution network and overall infrastructure will allow us to control costs better and provide improved service to our customers.

Corporate Responsibility

As an industry leader and one of the largest branded apparelfashion companies in the world, we recognize that we have a responsibility to address our social and environmental impacts. Corporate responsibility is central to how we conducthas always played a critical role within our broader business and it is a crucial consideration embodiedstrategy. We are steadfast in all of the strategic business decisions that we make.

In 2019, we built upon our long-standing commitment to corporate responsibilitydrive fashion forward – for good – by launching finding innovative and responsible solutions to protect our planet, cultivating an environment of inclusion, diversity and equity, and improving the lives of women and children where we live and work.

Forward Fashion, our evolved vision for the future that provides a new level of ambition and transparency across ourglobal corporate responsibility programstrategy, is our roadmap for reaching our time-bound commitments in the critical areas of climate change and reinforceshuman rights. It represents a deepening of our long-standing commitment to sustainable business. Our Forward Fashion strategy supportsaction and a renewed sense of urgency to use our scale to transform ourselves and the standards released by the Global Fashion Agenda in its CEO Agenda 2019, which reflect global developments and focus on climate change as a core priority.industry. We are committed to the goals outlined in our Forward Fashion Fashion strategy and are taking action in a number of ways, including joining key pledges and industry groups that align with our strategy.remain focused on the following:

Our three strategic focus areas are:

Reduce negative impacts — Our ambition is for our products and business operations to generate zero waste, zero carbon emissions and zero hazardous chemicals. This means protecting our environmentProtecting the global climate by reducing energy use and powering our business through renewable sources, diverting the waste we send to landfills, eliminating water pollution from our wet processors, and fostering and harnessing innovation to design and manufacture products that eliminate product waste.

Increase positive impacts — Our ambition is for 100% ofEnsuring our products and packaging to beare ethically and sustainably sourced from suppliers who respect human rights and are good employers.

Improve lives across our value chain — Our ambition is to improve
Improving the lives of the over one million people across our value chain, focusing on education and opportunities for women and children, ensuring access to clean water, investing in health and education initiatives, and continuing to champion inclusion and diversity.

Our businesses are an integral part of our Forward Fashion strategy and are equally committed to delivering against our corporate responsibility priorities.

, focusing on education and opportunities for women and children, ensuring access to clean water, investing in health and education initiatives, and continuing to champion inclusion and diversity.

We issue an annual report on our corporate responsibility efforts that can be found on our corporate website.

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Warehousing, Distribution and Logistics

Our products are shipped from manufacturers to our wholesale and retail warehousing and distribution centers for inspection, sorting, packing and shipment. Centers range in size, and our main facilities, some of which are owned and operated by independent third parties, are located in the United States, the Netherlands, Canada, China, Japan, South Korea, Brazil and Australia. Our warehousing and distribution centers are designed to provide responsive service to our wholesale and digital commerce customers, andas well as our retail stores, on a cost-effective basis.

Our backlog of customer orders totaled $1.693 billion and $1.652 billion as of February 2, 2020 and February 3, 2019, respectively. The size of our order backlog depends upon a number of factors, including the timing of the market weeks for our


particular lines, during which a significant percentage of our orders are received, and the timing of the shipments, which varies from year-to-year with consideration for holidays, consumer trends, concept plans, and the usage of our basic stock replenishment programs. As a consequence, a comparison of the size of our order backlog from period to period may not be meaningful, nor may it be indicative of eventual shipments.

Material Customers

Our largest customers account for significant portions of our revenue. Sales to our five largest customers were 18.4%14.1% of our revenue in 2019 and 18.9%2022, 15.0% of our revenue in each2021 and 16.3% of 2018 and 2017.our revenue in 2020. No single customer accounted for more than 10% of our revenue in 2019, 20182022, 2021 or 2017.2020.

Advertising and Promotion

Our marketing programs are an integral component of theour brands’ relevance and success of our brands and the products offered under them. We intendare focused on driving consumer engagement though a digital-first 360° approach around key hero products and key consumer moments, utilizing our iconic brands as creative platforms for collaborations, capsule collections and experiential events, and partnering with culturally relevant talent to build brand heat. Our initiatives fuse entertainment, pop culture, and digital commerce in innovative ways that digitally immerse consumers.

We build each of our brands to be a leader in its respective market segment, with strong consumer awareness, relevance and consumer loyalty. We believe that our brands are successful in their respective market segments because we have strategically positioned each brand to target a distinct consumer demographic. Advertisements generally portray a lifestyle representation of our category offerings rather than a specific item. We design and market our products to complement each other, satisfy lifestyle needs, emphasize product features important to our target consumers, including sustainability attributes, deliver a strong price/value proposition and encourage consumer loyalty.

Our marketing and advertising efforts encompass marketing, communications, social media and special events. Our in-house teams coordinate our brands’ marketing and advertising, tailoring the overall consumer experience for all regions and product lines, and across all channels of distribution. We believe that this enhanced marketing approach enables us to meet our consumers’ needs as we adapt to their rapidly changing demands.

A significant componentemphasis of our marketing programs is digital media, including our digital commerce platforms and social media channels, which allow us to expand our consumer reach to customers and enable us to provide timely information in an entertaining fashion in regard to consumers about our products, special events, promotions and store locations. Tommy Hilfiger’s digital commerce site, tommy.com, and Calvin Klein’s digital commerce site, calvinklein.com, serve as marketing vehicles to complement the ongoing development of the TOMMYHILFIGER and CALVIN KLEINCalvinKlein lifestyle brands, respectively, in addition to offering a broad array of apparel and licensed products. We also operate five Heritage BrandsIn 2022, a significant portion of our marketing and advertising spend related to digital commerce sites in the United States: VanHeusen.com, IZOD.com, styleBureau.com, TrueAndCo.com and SpeedoUSA.com.media.

We also advertiseleverage new ways to engage consumers through print media (includinglivestreaming fashion entertainment/human interest, business, men’s, women’sshows and sports magazinesother consumer activations and newspapers), on television, through outdoor signagein partnership with top live-streamers and through in-store point of sale materials,pure play partners, as well as participatethrough new innovative and creative ways that engage consumers in cooperative advertising programs with our retail partners.the metaverse. In addition, we advertise our brands through sport sponsorships and product tie-ins. We believe that our use of high-profile brand ambassadors and well-known social media influencers across our marketing programs helps drive our brand awareness and cultural relevance.

With respect We have focused on better aligning regional needs with regional and local ambassadors and influencers to our retail outlet stores, the majority of which are located in premium outlet centers in the United Statesbest cater to local market needs and Canada, we generally rely upon local outlet mall developers to promote traffic for their centers. Outlet center developers employ multiple formats, including signage, print advertising, direct marketing, radio and television advertising, and special promotions.

Tommy Hilfiger Business

We believe that TOMMY HILFIGER is one of the world’s leading lifestyle brands and is internationally recognized for celebrating the essence of classic American cool style with a preppy twist. Tommy Hilfiger employs advertising, marketing and communications staff, including an in-house creative team, as well as outside agencies, to implement its global marketing and communications strategy across all channels of distribution. The Tommy Hilfiger marketing and communications team develops and coordinates TOMMY HILFIGER advertising for all regions and product lines, licensees and regional distributors. Advertisements for TOMMY HILFIGER brand products appear primarily in social media outlets, fashion and lifestyle magazines, newspapers, outdoor media and cinema and on television. The digital and online focus of marketing forunique activations. Additionally, the TOMMY HILFIGER brands is integral to its campaigns and continues to increase. Additionally, thebrand marketing and communications team coordinates personal appearances by Mr. Tommy Hilfiger, including at runway shows and brand events, as part of itstheir efforts.        Tommy Hilfiger maintains multiple showroom facilities

Our approach is intended to ensure a consistent consumer experience in the digitally led marketplace that is seamlessly connected both online and sales offices around the world. Nearlyoffline, across all of its showrooms are digitized, offering a more engaging, integratedour digital commerce, retail and seamless buying experience for its wholesale partners.channels.


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Celebrity partnerships continued to be a cornerstone of our TOMMY HILFIGER consumer engagement efforts in 2019 using a balance of global and regional brand ambassadors. TOMMY HILFIGER’s partnership with British Formula OneTM racing driver and five-time Formula OneTMWorld ChampionLewis Hamilton, which began in 2018, continued to drive momentum in 2019, including through an experiential event during Fall 2019 Milan Fashion Week, where consumers were able


to experience the TOMMYHILFIGER fashion show and view the TommyXLewis collaborative collection on different platforms. TOMMY HILFIGER alsohas a multi-year strategic partnership with four-time World Champions Mercedes-AMG Petronas Motorsport as their Official Apparel Partner.

Tommy Hilfiger also delivered engaging partnerships geared toward the female consumer, enlisting Zendaya as a brand ambassador beginning in Spring 2019, helping raise the brand’s profile. The collaboration continued through our TOMMYNOW fashion show, starring TommyXZendaya in Fall 2019, which resulted in TOMMY HILFIGER being the #1 most talked about fashion brand at New York Fashion Week on Twitter.
Calvin Klein Business

CALVIN KLEIN is a global lifestyle brand built on iconic essentials and powered by bold, progressive ideals. CALVIN KLEIN continues to generate compelling brand and cultural relevancy by evolving and driving consumer engagement. The CALVIN KLEIN brands are unified by a dedicated brand purpose with a focus on “defying the boundaries of self-expression.”
We established a Consumer Marketing Organization (the “CMO”) in 2019, which encompasses the business’s marketing, communications, social media, celebrity dressing and special events, while also building personalized relationships and tailoring the overall consumer experience through highly specialized teams. We believe that this enhanced marketing approach will better meet our consumers’ needs as we adapt to their rapidly changing demands.

We celebrated five decades of iconic brand history with a special capsule collection in 2019, which was accompanied by a marketing campaign featuring Justin Bieber back in his CALVIN KLEINUNDERWEAR, alongside wife Hailey Bieber, musicians A$AP Rocky and Troye Sivan, and models Kendall Jenner and Liu Wen. We hosted events across Europe, Asia, Brazil, Mexico and Peru as part of the celebration. As well, core to the brand purpose, we created unique product moments, including a CALVIN KLEIN Pride capsule collection — a celebration of self-expression, confidence and inclusivity. The collection, which featured jeans, underwear, swimwear and accessories, was sold globally across all distribution channels.

We continued to evolve our marketing strategy, shifting to a digital and video-first mindset by creating branded content and curated experiences to leverage across social media platforms. A highlight of 2019 was CALVIN KLEIN’s official sponsorship of the Coachella Valley Music and Arts Festival in California, where our Spring 2019 campaign came to life through an immersive experience offering the opportunity to interact with both product and branded content. The activation was recognized by Brandweek with its Constellation Award for best luxury/fashion team.

Calvin Klein also continued to leverage strategic partnerships by balancing global and regional brand ambassadors. Singer-actor Lay Zhang was named CALVIN KLEIN’s first-ever Chinese global ambassador, underscoring the significant long-term opportunity to grow CALVIN KLEIN’s footprint and gain market share across the region. In collaboration with the partnership, we hosted several experiential events, including a surprise performance for fans in Shanghai.    

Heritage Brands Business

In our Heritage Brands business, we continued a partnership for Van Heusen with the UFC® that featured MMA fighter Stephen Thompson as brand ambassador. We also continued our largest media campaign to-date for IZOD that features Green Bay Packers quarterback Aaron Rodgers and comedian Colin Jost from Saturday Night Live.

We continue to promote our Heritage Brands business through sport sponsorships. Four-time PGA Tour winner Marc Leishman serves as brand ambassador for IZODGolf, which includes wearing IZOD Golf apparel on-course. Olympic gold medalists and World No. 1 ranked men’s double tennis team, Bob and Mike Bryan continue to serve as brand ambassadors for IZOD. In addition, we have an all-brand, regional sponsorship relationship with the New York Giants.


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Trademarks

We own the TOMMY HILFIGER,, CALVIN KLEIN, Van Heusen, IZOD, ARROW, Calvin Klein, Warner’s,, Olga, True&Co. and Geoffrey Beene True&Co.brands, trademarks, as well as related trademarks (e.g., the interlocking “IZ” logo for IZOD and the TOMMY HILFIGER flag logo and crest design) and lesser-known names. TheseWe own the Calvin Klein trademarks through our ownership of the Calvin Klein Trademark Trust (the “Trust”). The sole purpose of the Trust is to hold these marks. Our owned trademarks are registered for use in each of the primary countries where our products are sold and additional applications for registration of these and other trademarks are made in jurisdictions to accommodate new marks, uses in additional trademark classes or additional categories of goods or expansion into new countries.

Mr. Tommy Hilfiger is prohibited in perpetuity from using, or authorizing others to use, the TOMMY HILFIGER marks (except for the use by Mr. Hilfiger of his name personally and in connection with certain specified activities). In addition, we are prohibited in perpetuity from selling products not ordinarily sold under the names of prestige designer businesses or prestige global lifestyle brands without Mr. Hilfiger’s consent, from engaging in new lines of business materially different from such types of lines of business without Mr. Hilfiger’s consent, or from disparaging or intentionally tarnishing the TOMMY HILFIGER-related marks or Mr. Hilfiger’s personal name.

We own the CALVIN KLEIN marks and derivative marks in all trademark classes and for all product categories through our ownership of Calvin Klein Trademark Trust (“the Trust”), which is the sole and exclusive title owner of substantially all registrations of the CALVIN KLEIN trademarks. The sole purpose of the Trust is to hold these marks. Calvin Klein maintains and protects the marks on behalf of the Trust. The Trust licenses to Calvin Klein and Warnaco on an exclusive, irrevocable, perpetual and royalty-free basis the use of the marks.

Mr. Calvin Klein retains the right to use his name, on a non-competitive basis, with respect to his right of publicity, unless those rights are already being used in theour Calvin Klein business. Mr. Klein also has also been granted a royalty-free worldwide right to use the CALVIN KLEINCalvin Klein mark with respect to certain personal businesses and activities, subject to certain limitations designed to protect the image and prestige of the CALVIN KLEINCalvin Klein brands and to avoid competitive conflicts.

Our trademarks are the subject of registrations and pending applications throughout the world for use on a variety of apparel, footwear and related products, as well as licensed product categories and other trademark classes relevant to how we conduct business. We continue to expand our worldwide usage and registration of new and related trademarks. In general, trademarks remain valid and enforceable as long as the marks continue to be used in connection with the products and services with which they are identified and, as to registered tradenames, the required registration renewals are filed. In markets where products bearing any of our brands are not sold by us or any of our licensees or other authorized users, our rights to the use of trademarks may not be clearly established.

Our trademarks and other intellectual property rights are valuable assets and we vigorously seek to protect them on a worldwide basis against infringement. We are susceptible to others imitating our products and infringing on our intellectual property rights. This is especially the case with respect to theThe TOMMY HILFIGER and CALVIN KLEINCalvin Klein brands, as these brandsin particular, enjoy significant worldwide consumer recognition and their generally higher pricing (as compared to our heritage brands)price-positioning provides significant opportunity and incentive for counterfeiters and infringers. We have broad, proactive enforcement programs that we believe have been generally effective in controlling the sale of counterfeit products in the United States and in major markets abroad.our key markets.

Competition

The apparel industry is competitive as a result of its fashion orientation, mix of large and small producers, low barriers to entry, the flow of domestic and imported merchandise and the wide diversity of retailing methods. We compete with numerous domestic and foreign designers, brandsbrand owners, manufacturers and retailers of apparel, accessories and footwear, including, in certain circumstances, the private label brands of our wholesale customers. Additionally, with the shift in consumer shopping preferences driving substantial growth in the digital channel, there are more companies in the apparel sector and an increased level of transparency in pricing and product comparisons, which impacts purchasing decisions. As well, as consumersConsumers also are increasingly focused on circularity with respect to apparel companies that enable consumersand the option from new market players to rent or purchase pre-owned apparel also impactis impacting purchasing decisions.

We believe we are well-positioned to compete in the apparel industry on the basis of style, quality, price and service. Our business depends on our ability to stimulate consumer tastes and demands,remain competitive in these areas, as well as on our ability to remain competitivestimulate consumer tastes and demand through our product offerings and marketing and advertising efforts. Our brands are positioned to sell globally at various price points and in these areas. Our diversified portfolio of brands and products and our use of multiple channels of distribution have alloweddistribution. This enables us to developoffer differentiated products to a business that produces results that are not dependentbroad range of consumers, reducing our reliance on any one demographic group, merchandise preference,product category, price point, distribution channel or region. We have developed a portfolio ofOur brands that appeals to a broad spectrum of consumers. Our owned brandsgenerally have long histories and enjoy high recognition and awareness within their respective consumer segments. We


develop our owned and licensed brands to complement each other and to generate strong consumer loyalty. The worldwide recognition of theTOMMY HILFIGER TOMMY HILFIGERand and CALVIN KLEINCalvin Klein brands generally provideprovides us with significant global opportunities to expand their global penetration in existing markets, into new markets and the opportunity to develop businesses that target different consumer groups at higher price points and in higher-end distribution channels than our heritage brands.into additional product categories.

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Imports and Import Restrictions

A substantial portionMost of our products isare imported into the United States, Canada, Europe, the Asia-Pacific region and Latin America.countries where they are sold. These products are subject to various customs laws, which may impose tariffs, as well as quota restrictions. In addition, each of the countries in which our products are sold hasrestrictions and other laws and regulations covering imports. The United States and other countries in which we sell our products are sold may impose, from time to time, new duties, tariffs, surcharges, or other import controls or restrictions, including the imposition of a “safeguard quota,” or adjust presently prevailing duty or tariff rates or levels. We, therefore, maintain a program of intensive monitoring ofcontinuously monitor import restrictions and developments. We seek to minimize, where appropriate and possible, our potential exposure to import related risks through, among other measures, adjustments in product design and fabrication, shifts of production among countries including(including consideration of countries with tariff preference and free trade agreements,agreements), and manufacturers, and geographical diversification of our sources of supply. In some instances, production of a specific product category, (e.g., swim goggles), component parts or raw materials may be highly concentrated in one country.country, giving us less flexibility to make adjustments.

The United States and China are involved in a trade dispute that has seensaw the imposition in 2019 of significant additional tariffs on the products we sell that are imported into the United States from China. These tariffs remain in place. Additionally, other governmental actions, such as the imposition by U.S. Customs and Border Protection (“CBP”) of Withhold Release Orders (“WROs”) have had, continue to have and, in the future, may have an impact on our ability to import goods. Our industry has experienced and we have been impacted by, increased regulation and enforcement in 2022, in particular in regards to concerns around forced labor in supply chains. Please see our risk factor “We primarily use foreign suppliers for our products and raw materials, which poses risks to our business operations in Item 1A, “Risk Factors,” for further discussion.

Environmental MattersGovernment Regulations

Our facilities and operations arebusiness is subject to various United States federal, state, and local and foreign laws and regulations, including environmental, health and safety laws and regulations. In addition, we may incur liability under environmental statutes and regulations with respect to the contamination of sites that we own or operate or previously owned or operated (including contamination caused by prior owners and operators of such sites abuttersand neighboring properties, or other persons) and the off-site disposal of hazardous materials. We believe our operations are in compliance with the terms of all applicable laws and regulations and our compliance with these laws and regulations has not had, and is not expected to have, a material effect on our capital expenditures, cash flows, earnings or competitive position.

EmployeesHuman Capital Resources

We believe that attracting, developing and retaining capable and diverse talent is critical to our long-term success. To facilitate talent attraction and retention, we strive to create a strong associate experience and a diverse and inclusive workplace, with opportunities for our associates to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities.

Governance and Oversight

The PVH Board of Directors and its committees provide oversight on human capital matters. The Nominating, Governance & Management Development Committee is charged, in part, with monitoring issues of corporate conduct and culture, and provides oversight of diversity, equity and inclusion policies and programs as it relates to our management development, talent assessment and succession planning programs and processes. The Board’s Corporate Responsibility Committee is responsible for monitoring policies and performance related to corporate responsibility, including employment and workers’ rights. In addition, our Executive Leadership Team is regularly engaged in the development and management of key associate programs and initiatives, guiding our culture, associate experience, and talent development programs.

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Associate Information

As of February 2, 2020,January 29, 2023, we employed approximately 21,500 persons on a full-time basis and31,000 associates, of which approximately 18,500 persons12,000 associates were employed on a part-time basis. Approximately 35% of our associates are employed in the United States. Approximately 63% of our associates are employed in Company-operated retail stores, 31% are assigned to offices and 6% are employed in warehousing and distribution facilities. Our use of seasonal workers is not significant and is largely associated with the Christmas and Lunar New Year selling periods. Approximately 2% of our employees weretotal associate population is represented for the purpose of collective bargaining by fourtwo different unions in the United States. Additional persons, some represented by these four unions, are employed from time to time based upon our manufacturing schedules and retailing seasonal needs. Our collective bargaining agreements generally are for three-year terms. In some international markets, a significant percentage of employeesassociates are covered by governmental labor arrangements. Additionally, we have one or more works councils in several European countries. Works councils are organizations that represent workers in respect to certain actions management seeks to take that could have a broad effect on the workers. We believe that our relations with our employeesassociates are good.


Diversity, Equity and Inclusion

Our culture is grounded in our values. We seek to cultivate an environment of inclusion, equity and belonging for all to build a better workplace, drive innovation in the marketplace and create positive impacts in our communities.

We believe we benefit from the unique strengths that each of our associates brings to the workplace, and that a diverse workforce is critical to our long-term success. We strive to improve continuously and make PVH an inclusive work environment through diversity recruitment, development programs, and equitable policies and initiatives. One example is our business resource groups (“BRGs”), which are associate-initiated and associate-led groups that foster an inclusive culture and are intended to contribute to the overall success of the business. We have ten BRGs with 18 chapters globally, most of which are comprised of associates from traditionally underrepresented groups and allies who support them. The BRGs are dedicated to bringing associates together to increase professional and social networks, enhance career development and business acumen, and contribute to building a more inclusive work environment. These groups are supported by our global and regional Inclusion and Diversity (“I&D”) Councils.

Our Chief Diversity Officer leads the development and implementation of an integrated global I&D strategy and works to enhance our ability to attract, develop, retain and promote diverse talent. The diversity of the Board of Directors continues to be a focus of the Board refreshment program. The seven independent directors who have joined the Board since 2015 include four women, a Southeast Asian and a director who self-identifies as Black/bi-racial and LGBTQIA+. These diverse directors comprise over 50% of our Board, bring with them strong operating and industry experiences, and contribute important and diverse perspectives that help better mirror the overall make-up of our associate and consumer populations.

Our I&D efforts have been recognized externally over the years, including PVH being named in 2022 to Forbes America’s Best Employers for Diversity and World’s Top Female Friendly Companies, and as one of America’s 100 Most JUST Companies by Forbes magazine and JUST Capital. We also received a score of 100% on the Human Rights Campaign’s Corporate Equality Index in 2022, for the sixth year in a row. We also were ranked ninth on the Fortune Measure Up list of 20 progressive companies in diversity and inclusion in 2021.

Talent Management and Development

Our talent management and development processes support associate performance, development, talent reviews and succession planning. We regularly review succession plans and conduct assessments to identify talent needs and growth paths for our associates.

Developing our associates is a key strategic priority for us, with the focus on developing leaders and preparing the workforce for the future. PVH University, our global internal learning and development platform, provides engaging and impactful learning content tools and learning opportunities that empower associates to build core competencies and develop skills necessary for improvement and advancement. PVH University programs include, among other things, academies for leadership and our Leadership Behaviors offerings, which are bespoke programs designed to build leadership capabilities for all associates to support our culture and deliver our business strategy. The PVH University library and curriculum includes its digital academy to build enterprise digital and data literacy, as well as to support digital transformation initiatives, and its functional academy to support functional skill building. Additionally, our approach to performance and development is designed to motivate our associates to develop, leverage their strengths and support a coaching and feedback culture.

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Compensation, Benefits and Wellness

We are committed to providing market competitive compensation and benefits, tailoring our offerings to the countries and regions where our associates work to best position our programs locally while recognizing differing levels and types of government-provided and mandated benefits. These benefits include, among other things, corporate wellness programs, retirement plan benefits, flexible and hybrid working arrangements, a global employee assistance program, paid parental and other supportive leaves, recognition programs (for exemplary work, work anniversaries, etc.) and an associate discount program.

To support wellness, we have undertaken initiatives such as closing our offices worldwide in respect of World Mental Health Day and broadening access to physical, mental, and emotional well-being resources, including the wellness applications Headspace and Virgin Pulse. “Work from Anywhere” weeks provide associates with the flexibility to work up to four weeks each year from anywhere. In the United States, an annual “Be You Day” is an addition to paid days off for use as each individual decides, and the third Friday of every month includes a “You Matter Moment,” when calendars are blocked for associates to take PVH University courses, exercise, or engage in other self-directed wellness or enrichment activities.

In regard to compensation, we are committed to achieving pay equity and have developed a global framework of consistent guidelines and practices on compensation. We also engaged third party experts that recently conducted a global study of gender and ethnicity pay equity.

We are committed to supporting our associates in times of need. We have established a Company- and associate-funded Associate Relief Fund that provides grants to eligible associates experiencing personal hardship due to natural disasters, personal calamities and other events. In 2022, we provided financial and operational support to our associates and their families directly impacted by the war in Ukraine.

The health and safety of our associates is of utmost importance to us. In 2022, we continued to closely monitor the impacts of the COVID-19 pandemic and made decisions that we determined were in the best interest of our associates, as well as their families and the communities in which we operate, particularly in China where COVID-related lockdowns and restrictions continued to be in effect throughout 2022. The vast majority of our office-based associates worked remotely from March 2020 through most of 2021. In 2022, we took a phased approach to returning our office-based associates onsite when permissible. This included modifications to certain of our existing office locations as we adapted to a hybrid work environment that provides flexibility, while maintaining our strong culture of collaboration and connection, in addition to a safe working environment for our associates.

Associate and Community Engagement

We believe it is critical that our associates are informed and engaged. We communicate frequently with our associates through a variety of methods, including our news app, PVH Insider, which reaches associates around the world; our intranet site, the Thread; town hall meetings on regional, business-wide and global bases; and our regular global PVH Listens survey, as well as pulse surveys. We develop action plans based on the insights from these communications to strengthen programs and address any concerns to enhance associate experience.

Local community engagement activities exist in all major office locations. Our global philanthropic efforts are led by The PVH Foundation, a nonprofit corporation which supports global, national, and local nonprofits in communities where our associates work and live. PVH’s matching gift program allows our associates to have their philanthropic donations to qualifying organizations matched by The PVH Foundation to increase their impact. Associates are also offered paid time off each year to volunteer with organizations of their choice.

We encourage you to read our annual Corporate Responsibility Report on our PVH.com corporate website for more detailed information regarding our environmental, social and corporate governance programs and initiatives. None of our corporate website, our Corporate Responsibility Report nor any portions thereof are incorporated by reference into this Annual Report.
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Executive Officers of the Registrant

The following table sets forth the name, age and position of each of our executive officers:

NameAgePosition
Emanuel ChiricoStefan Larsson6248 
Chairman and Chief Executive Officer
Stefan LarssonZachary Coughlin4547 
President
Michael A. Shaffer57
Executive Vice President and Chief Operating & Financial Officer
Francis K. DuaneMartijn Hagman6348 
Vice Chairman and Chief Executive Officer, Heritage Brands
Daniel Grieder58
Chief Executive Officer, Tommy Hilfiger Global and PVH Europe
Cheryl Abel-Hodges56
Chief Executive Officer, Calvin Klein
Mark D. Fischer5861 
Executive Vice President, General Counsel &and Secretary
David F. KozelJulie Fuller6449 
Executive Vice President, Chief Human ResourcesPeople Officer
Eva Serrano50 Global Brand President, Calvin Klein

Mr. Chirico joined us as Vice President and Controller in 1993. Mr. Chirico was named Executive Vice President and Chief Financial Officer in 1999, President and Chief Operating Officer in 2005, Chief Executive Officer in 2006, and Chairman of the Board in 2007.

Mr. Larsson joined us as President in 2019.2019 and became Chief Executive Officer on the first day of 2021. From 2015 until 2017, Mr. Larsson was President and Chief Executive Officer and a director of Ralph Lauren Corporation. From 2012 until 2015, he was the Global President of Old Navy, Inc., a division of The Gap, Inc.

Mr. ShafferCoughlin joined us as Executive Vice President, Chief Financial Officer on April 4, 2022. From 2019 until 2021, Mr. Coughlin was Group Chief Financial Officer and Chief Operating Officer of DFS Holdings Limited, a subsidiary of the LVMH Group. From 2015 until 2018, he was Chief Financial Officer of Converse, Inc., a subsidiary of Nike, Inc.

Mr. Hagman has been employed by us since 1990. He served as Senior Vice President, Retail Operations immediately(including his employment within our Tommy Hilfiger organization prior to beingthe Tommy Hilfiger acquisition) since 2008. He was named Executive Vice President, Finance in 2005, Executive Vice President and Chief Financial Officer, PVH Europe in 2006, and Executive Vice President and2013, Chief Operating &and Financial Officer, PVH Europe in 2012.

Mr. Duane served as President of our Izod division from 1998 until 2001, was named Vice Chairman, Sportswear in 2001, Vice Chairman, Wholesale Apparel in 2006, Chief Executive Officer, Wholesale Apparel in 2012, Chief Executive Officer, Heritage Brands2017, and North America Wholesale in 2013, and Vice Chairman and Chief Executive Officer, Heritage Brands in 2018. Mr. Duane will relinquish his title and duties as Vice Chairman and Chief Executive Officer, Heritage Brands in June 2020, in advance of his retirement in February 2021.

Mr. Grieder has been employed by Tommy Hilfiger since 2004. He served as Chief Executive Officer, Tommy Hilfiger Europe from 2008 until 2014, prior to being named Chief Executive Officer, Tommy Hilfiger Global and PVH Europe in July 2014.2020.

Ms. Abel-Hodges has been employed by us since 2006. She served as President of our Izod division from 2009 until 2015, President, The Underwear Group from 2015 until 2018, was named Group President, Calvin Klein North America and The Underwear Group in 2018, and Chief Executive Officer, Calvin Klein in 2019.

Mr. Fischer joined us as Vice President, General Counsel &and Secretary in 1999. He became Senior Vice President in 2007 and Executive Vice President in 2013.

Mr. KozelMs. Fuller, Executive Vice President, Chief People Officer since 2021, joined us as Executive Vice President, Chief Human Resources Officer In Transition in 2020. From 2017 until joining PVH, Ms. Fuller was Vice President, Global Talent and Organizational Effectiveness of Nike, Inc., having served previously as Nike, Inc.’s Vice President, Human Resources from 2003 until 2007, was named Senior Vice President, Human Resources in 2007, Executive Vice President, Human Resources in 2013,North America and Executive Vice President and Chief Human Resources OfficerEmerging Markets beginning in 2015.

Ms. Serrano joined us as Global Brand President, Calvin Klein on March 6, 2023. From 2019 until joining PVH, Ms. Serrano was President, Inditex Greater China, having served as International Commercial Director for Zara Asia Pacific, a subsidiary of Inditex, from 2006 to 2018.

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Item 1A. Risk Factors

The following risk factors should be read in conjunction with the other information set forth in this Annual Report on Form 10-K when evaluating our business and the forward-looking statements contained within this report. The occurrence of one or more of the circumstances or events described below could have a material adverse effect on our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may occur or become material and also may also adversely affect our business, financial condition or results of operations.

Business and Operational Risks

The COVID-19 pandemic has had a significant impact on us and may continue to impact us in the future.

The COVID-19 pandemic has had a significant impact on our business, results of operations, financial position and cash flows from operations. The extent of the impact of the pandemic on our business in the future, if any, will depend, in part, on the duration, severity, and location of any resurgences of infections.

Virtually all of our retail stores were temporarily closed for varying periods of time during the first quarter and into the second quarter of 2020 due to governmental orders and concern for the health and safety of our associates, consumers and communities. Broad shutdowns under government orders, particularly in Europe and Canada, were put in place again at the end of 2020, resulting in temporary store closures there that remained in place into 2021. Infection rate surges throughout 2021 resulted in temporary store closures for varying periods of time throughout the year, primarily in Europe, Australia and Asia. COVID-related pressures continued into 2022, although to a much lesser extent than in 2021 in all regions except China. Strict lockdowns in China resulted in extensive temporary store closures and significant reductions in consumer traffic and purchasing throughout 2022, and impacted certain warehouses, resulting in a temporary pause of deliveries to our wholesale customers and from our digital commerce business in the first half of 2022. COVID-related restrictions in China were lifted at the end of the fourth quarter of 2022.

Our brick and mortar wholesale customers and our licensing partners also experienced significant business disruptions as a result of the pandemic. Our wholesale customers and franchisees globally generally experienced temporary store closures and operating restrictions and obstacles in the same countries and at the same times as us. The impact of the pandemic on some of our brick and mortar wholesale customers resulted in them closing their stores, with several of our wholesale customers in North America filing for bankruptcy in 2020. Certain of our wholesale customers have also been subject to activist shareholder campaigns that can distract management, upset business plans and drain funds that could be invested in business operations.

The pandemic has impacted our supply chain partners, including third party manufacturers, logistics providers and other vendors, as well as the supply chains of our licensees. The vessel, container and other transportation shortages, labor shortages and port congestion globally, as well as slowdowns in factory production in some of our key sourcing countries delayed product orders, particularly during the second half of 2021 and throughout 2022, and, in turn, deliveries to our wholesale customers and availability in our stores and for our directly operated digital commerce businesses. These supply chain and logistics disruptions impacted our inventory levels and our sales volumes. We also incurred higher freight and other logistics costs in connection with these disruptions, which negatively impacted our gross margin.

Consumers have also been affected, and may continue to be affected, by the pandemic, resulting in adverse impacts on us. Concerns about the health risks in traveling, as well as consumers’ illness or unwillingness to shop in stores out of fear of exposure, has adversely affected traffic in our stores and our wholesale customers’ and franchisees’ stores. Consumer spending has been, and may continue to be, negatively impacted by job losses and reduced earnings power, inflationary pressures, and other factors. All these factors have negatively impacted, and might continue to negatively impact, our direct sales to consumers and our sales to our wholesale customers, due to lower sales of our products, and those of our licensees, through their sales channels.

Any or all of the foregoing could have a material and adverse impact on our results of operations, financial condition and cash flows from operations.




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A substantialsignificant portion of our revenue and gross profit is derived from a small number of large wholesale customers and the loss of any of these customers or significant financial difficulties in their businesses could substantially reduce our revenue.

A fewsmall number of our customers account for significant portions of our revenue. Sales to our five largest customers were 18.4%14.1%, 15.0% and 16.3% of our revenue in 20192022, 2021 and 18.9% of our revenue in each of 2018 and 2017.2020, respectively. No single customer accounted for more than 10% of our revenue in 2019, 20182022, 2021 or 2017. Collectively, Macy’s, Inc. (“Macy’s”) and J. C. Penney Corporation, Inc. (“J. C. Penney”), two of our ten largest customers in 2019, have closed approximately 275 stores since 2016 and Macy’s announced plans to close 125 additional stores over the next three years. These store closings have resulted and may continue to result in a decrease in the total amount of purchases made by Macy’s and J. C. Penney. A continued decline in purchases made over the next several years could have a materially adverse effect on our United States wholesale business.

2020.
We had an agreement with Macy’s pursuant to which Macy’s was the exclusive department store distributor in the United States of men’s sportswear under the
TOMMY HILFIGER brand; G-III, a licensee of the TOMMY HILFIGER brand, had a similar arrangement with Macy’s for women’s sportswear under the TOMMY HILFIGER brand. As a result of these strategic alliances, the success of Tommy Hilfiger’s North American men’s wholesale business and its licensed women’s wholesale business with G-III were substantially dependent on these relationships and on the ability of Macy’s to maintain and increase sales of TOMMY HILFIGER products. Both exclusive arrangements were terminated effective for the Spring 2019 selling season. We cannot assure you that Macy’s will continue to order the same volume of TOMMY HILFIGER products from us, G-III or our other TOMMY HILFIGER licensees, or that other department stores will purchase TOMMY HILFIGER products in sufficient volume to offset any reduction in sales to Macy’s in the future. This could result in a decline in overall revenue and have a material adverse effect on our results of operations.

We do not have long-term agreements with any of our customers and purchases generally occur on an order-by-order basis. A decision by any of our major customers, whether motivated by marketing strategy, competitive conditions, financial difficulties, climate impacts or otherwise, to decrease significantly the amount of merchandise purchased from us or our licensing or other partners, or to change their manner of doing business with us or our licensing or other partners for any reason, including due to store closures, reduced traffic and consumer spending trends, or product delivery delays, such as those that resulted from the COVID-19 pandemic, could reduce substantially reduce our revenue and materially adversely affect our profitability.

Traditional brick and mortar retailers have experienced the same significant business disruptions as a result of the COVID-19 pandemic as we have. Several of our customers in North America filed for bankruptcy since the onset of the pandemic, including J.C. Penney Corporation, Inc., which was one of our ten largest customers in 2019.

The retail industry’s recent history has seen a great deal of consolidation, particularly in the United States, and other ownership changes, as well as store closing programs, restructurings, reorganizations, management changes and store closing programs,activist shareholder campaigns, and we expect such changesthese disruptions to be ongoing. Store closing programs, suchongoing, particularly as those described above, decrease the number of stores carrying our products, while the remaining stores may purchase a smaller amount of our productsconsumers continue to transition away from traditional brick and may reduce the retail floor space designated for our brands.mortar retailers to digital commerce. In the future, retailers also may further consolidate, undergo restructurings or reorganizations, realign their affiliations or reposition their stores’ target markets or marketing strategies. Any of these types of actions could result in a further decrease in the number of stores thatto which we can sell, to which we want to sell or which want to carry our products or increase the ownership concentration withinand there can be no assurance that these sales can be fully offset by sales into digital channels. Additionally, stores may purchase a smaller amount of our products and reduce the retail industry.floor space designated for our brands. These changes could decrease our opportunities in the market, increase our reliance on a smaller number of large customers andor decrease our negotiating strength with our customers. These factors could have a material adverse effect on our financial condition and results of operations.

We may not be able to continue to develop and grow our Tommy Hilfiger and Calvin Klein businesses.

A significant portion of our businessPVH+ Plan strategy involves growing our Tommy Hilfiger and Calvin Klein businesses. Our achievement of revenue and profitability growth from Tommy Hilfiger and Calvin Klein will depend largely upon our ability to:
continue to maintain and enhance the distinctive brand identities of the TOMMY HILFIGER and Calvin Klein brands;
TOMMY HILFIGER and CALVIN KLEIN brands;
continue to maintain good working relationships with Tommy Hilfiger’s and Calvin Klein’s licensees;
continue to enter into new, or renew or extend existing, licensing agreements forlicensees and enter into new, or renew or extend existing, license agreements and successfully transition licensed businesses in house, including the plan we announced in November 2022 to bring in-house over time most of the Calvin Klein and TOMMY HILFIGER product categories currently licensed to G-III and directly operate those businesses upon expiration of the licensing agreements; and
TOMMY HILFIGER and CALVIN KLEIN brands; and


continue to strengthen and expand the Tommy Hilfiger and Calvin Klein businesses.

We cannot assure you that we can execute successfully execute any of these actions or our growth strategy for these businesses, nor can we assure you that the launch of any additional product lines or businesses by us or our licensees or that the continued offering of these lines will achieve the degree of consistent success necessary to generate profits or positive cash flow. Our ability to successfully carry out our growth strategy successfully may be affected by, among other things, our ability to enhance our relationships with existing customers to obtain additional selling space or add additional product lines, our ability to develop new relationships with retailers, economic and competitive conditions, changes in consumer spending patterns and changes in consumer tastes and style trends. If we fail to continue to develop and grow the Tommy Hilfiger or Calvin Klein business,businesses, our financial condition and results of operations may be materially adversely affected.

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The success of our Tommy Hilfiger and Calvin Klein businesses depends on the value of our “TOMMY HILFIGER” and “CALVIN KLEIN”“Calvin Klein” brands and, if the value of either of those brands were to diminish, our business could be adversely affected.

Our success depends on our brands and their value. The TOMMY HILFIGER name is integral to the existing Tommy Hilfiger business, as well as to our strategies for continuing to grow and expand the business. Mr. Hilfiger, who remains active in the business,continues his role of Principal Designer, is closely identified with the TOMMY HILFIGER brand and any negative perception with respect to Mr. Hilfiger could adversely affect the TOMMY HILFIGER brands. In addition, under Mr. Hilfiger’s employment agreement, if his employment is terminated for any reason, his agreement not to compete with the Tommy Hilfiger business will expire two years after such termination. Although Mr. Hilfiger could not use any TOMMY HILFIGER trademark in connection with a competitive business, his association with a competitive business could adversely affect the Tommy Hilfiger business. We also have exposure with respect to the CALVIN KLEINCalvin Klein brands, which are integral to the existing Calvin Klein business and could be adversely affected if Mr. Klein’s public image or reputation were to be tarnished.

In addition, brand value and patronage could diminish significantly due to a number of other factors, including consumer attitudes regarding social and political issues and consumer perceptions of our position on these issues, the positions taken by celebrities, athletes and others who promote our products (and our response to the same) or a belief that we or our business partners have acted in an irresponsible or unacceptable manner.Negative claims or publicity regarding the TOMMY HILFIGER or Calvin Klein brands, stores or products, including stores operated by business partners and licensed products, or regarding celebrities, athletes and others who promote our products, as well as our treatment of employees and customers, particularly when made on social media, which has the potential to rapidly accelerate the timing and reach of negative publicity, also could adversely affect the reputation of the brands and sales even if the subject of such publicity is unverified or inaccurate and we seek to correct it.

Increased regulation and stakeholder scrutiny regarding our environmental, social and governance (“ESG”) matters, could result in additional costs or risks and adversely impact our reputation.

There is an increased focus, including by regulators, legislators, consumers, investors, our associates and other stakeholders on ESG matters, including increased pressure to expand our disclosures, ensure labor and other sustainability aspects within our supply chain, make and establish corporate responsibility goals and take actions to meet them, which could expose us to regulatory, legal, market, operational and execution costs or risks. We seek to comply with all applicable laws, rules and regulations and also have established focus areas and targets under our Fashion Forward corporate responsibility strategy in respect to many ESG measures, including in regards to diversity, greenhouse gas emissions, water usage and usage of more sustainable materials and packaging. There can be no assurance that we can achieve compliance without significant impact on our business or results of operations or that our stakeholders will agree with our strategy or that we will be successful in achieving our goals. This also could adversely affect our reputation and the reputation of our brands, sales and demand for our products, retention of our associates, willingness of our suppliers to do business with us, and investor interest in our securities.

Our business is heavily dependent on the ability and desire of consumers to travel and shop.

Reduced consumer traffic and purchasing, whether in our own retail stores, or in the stores of our wholesale customers or in our franchisees’ stores, could have a material adverse effect on our financial condition, and results of operations.operations and cash flows. Reductions could result from economic conditions, fuel shortages, increased fuel prices, travel restrictions, travel concerns and other circumstances, including adverse weather conditions, natural disasters, war, terrorist attacks or the perceived threat of war or terrorist attacks. Disease epidemics and other health-related concerns, such as the current COVID-19 outbreak,pandemic, also could result in (and, in the case of the COVID-19 outbreak,pandemic, has resulted in) closed stores, reduced consumer traffic and purchasing, as consumers become ill or limit or cease shopping in order to avoid exposure, or governments impose mandatory business closures, travel restrictions, vaccine mandates or the like to prevent the spread of disease. War, such as the current war in Ukraine, or the perceived threat of war, also could result in (and, in the case of the war in Ukraine, has resulted in) closed stores (both those operated by us and by our business partners), and reduced consumer traffic and purchasing. Additionally, political or civil unrestsunrest and demonstrations also could affect consumer traffic and purchasing, as was the case with the recent protests in Hong Kong SAR.purchasing.

Our U.S. retail store operations are a material contributor to our revenue and earnings.revenue. The majority of our United States retail stores are located away from major residential centers or near vacation destinations, making travel a critical factor in their success. These retail businesses historically also have had a significant portion of their revenue and earnings attributable to sales to international tourists.tourists and, as such, have been negatively affected by the decrease in international tourists coming to the United States as a result of the pandemic, resurgences of infections, and pandemic-related travel restrictions. In addition to the factors discussed above,
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international tourism to the United States could be reduced, as could the extent to which international tourists shop at our retail stores, during times of a strengthening United States dollar, particularly against the euro, the Brazilian real, the Canadian dollar, the Mexican peso, the Korean won and the Chinese yuan renminbi. A reductionReductions in international tourist traffic orand spending therefore couldhave had, and in the future may have, a material adverse effect on our financial condition and results of operations. In fact in 2019, we did experience a significant decrease in sales to international tourists, which we believe was attributable in part to the strength of the United States dollar and which negatively impacted sales and earnings for our Calvin Klein and Tommy Hilfiger retail businesses in the United States.

Other factors that could affect the success of our stores include:
the location of the store or mall, including the location of a particular store within the mall;
the other tenants occupying space at the mall;
increased competition in areas where the stores are located;
the amount of advertising and promotional dollars spent on attracting consumers to the store or mall;
the changing patterns of consumer shopping behavior;
increased competition from online retailers; and


the diversion of sales from our retail stores due to our digital commerce sites.

Acquisitions may not be successful in achieving intended benefits, cost savings and synergies.

One componentOur inability to execute our digital commerce strategy could materially adversely affect the reputation of our growth strategy has been to make acquisitions, such as the Tommy Hilfiger, Calvin Kleinbrands and Warnaco acquisitions. Prior to completing any acquisition, our management team identifies expected synergies, cost savingsrevenue and growth opportunities but, due to legal and business limitations, we may not have access to all necessary information. The integration processour operating results may be complex, costlyharmed.

The revenue of our digital commerce businesses, which historically has not represented a significant portion of our total revenue, experienced strong growth during 2020 and time-consuming.2021, both with respect to our direct-to-consumer businesses and the wholesale business (i.e., sales to pure play and digital commerce businesses of traditional retailers), and is now approximately 20% of our total revenue. The potential difficultiessuccess of integratingour digital commerce businesses depends, in part, on third parties and factors over which we have limited control, including changing consumer preferences and buying trends relating to digital commerce usage and promotional or other advertising initiatives employed by our wholesale customers or other third parties on their digital commerce sites. Any failure on our part, or on the operationspart of an acquired businessour third party digital partners, to provide digital commerce platforms that attract consumers, build our brands and realizing our expectations for an acquisition, includingresult in repeat consumer purchases could result in diminished brand image, relevance and loyalty and lost revenue. Additionally, as consumers shift purchasing preferences to online channels, the benefits that may be realized, include, among other things:
failure to implementattract to our business plan for the combined business;
delays or difficultiesdigital commerce channels consumers who previously made purchases in completing the integration of acquired companies or assets;
higher than expected costs, lower than expected cost savings or a need to allocate resources to manage unexpected operating difficulties;
unanticipated issues in integrating manufacturing, logistics, information, communicationsour stores and other systems;
unanticipated changes in applicable lawsthose operated by our wholesale partners and regulations affecting the acquired business;
unanticipated changes in the combined business due to potential divestitures or other requirements imposed by antitrust regulators;
retaining key customers, suppliers and employees;
retaining and obtaining required regulatory approvals, licenses and permits;
operating risks inherent in the acquired business;
diversion of the attention and resources of management;
consumers’ failure to accept product offerings by us or our licensees;
assumption of liabilities not identified in due diligence;
the impact on our or an acquired business’ internal controls and compliance with the requirements under applicable regulation; and
other unanticipated issues, expenses and liabilities.

We have completed acquisitions that have not performed as well as initially expected and cannot assure you that any acquisitionfranchisees, will not have a material adverse impact onadversely affect our financial condition and results of operations.

FutureOur operation of digital commerce sites pose risks and uncertainties including:
changes in required technology interfaces;
website downtime and other technical failures;
costs and technical issues from website software upgrades;
data and system security;
computer viruses; and
changes in applicable laws and regulations.

Keeping current with technology, competitive trends, security and the like may increase our costs and may not succeed in increasing sales or attracting consumers. Our failure to respond successfully to these risks and uncertainties might adversely affect the reputation of our brands and our revenue and results of operations.

The success of our digital commerce businesses depends, in part, on consumer satisfaction, including timely receipt of orders. Fulfillment of these orders requires different logistics operations than for our retail store and wholesale customer operations. We need adequate capacity, systems and operations to sustain and support the continued growth in our digital commerce businesses. If we encounter difficulties with our distribution facilities or in our relationships with the third parties who operate the facilities, or if any such facilities were to shut down or be limited in capacity for any reason, including as a result of fire or other casualty, natural disaster, systems disruption (including as a result of attacks on computer systems, such as ransomware attacks), labor shortage or interruption, including as a result of disease epidemics and health related concerns (such
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as the COVID-19 pandemic), or if there is a significant increase in demand for shipping capacity (as was the case in 2021 and through the first half of 2022), we may experience (and, in the case of the pandemic, did experience) disruption or delay in distributing our products to our consumers, which could result in consumer dissatisfaction and lost sales. Additionally, in the event of any of the foregoing, we may incur (and, as a result of the pandemic, did incur) higher costs than anticipated to ensure smooth and timely operation. Any of the foregoing could have an adverse effect on the reputation of our brands and our revenue and results of operations.

Global economic conditions, including volatility in the financial and credit markets, may adversely affect our business.

Economic conditions in the past have adversely affected, and in the future may adversely affect, our business, our customers and licensees and their businesses, and our financing and other contractual arrangements, including, for example, as a result of, among other factors, the COVID-19 pandemic, current COVID-19 outbreak.inflationary pressures globally, and the war in Ukraine and its broader macroeconomic implications. Such conditions, amongamongst other things, have resulted, and in the future may result, in financial difficulties leading to restructurings, bankruptcies, liquidations and other unfavorable events for our customers and licensees, may cause such customers to reduce or discontinue orders of our products and licensed products sold by our licensees, and may result in customers being unable to pay us for products they have purchased from us and licensees being unable to pay us for royalties owed to us. Financial difficulties of customers and licensees also may also affect the ability of our customers and licensees to access credit markets or lead to higher credit risk relating to receivables from customers and licensees. Our traditional wholesale customers and our licensees experienced significant business disruptions as a result of the pandemic and the resurgences of infections, with several of our wholesale customers in North America filing for bankruptcy in 2020, which has had an adverse impact on our results of operations.

Future volatilityVolatility in the financial and credit markets, including the recentcurrent volatility, due, in part, to inflationary pressures globally and the current COVID-19 outbreak,war in Ukraine and its broader macroeconomic implications, could also make it more difficult or expensive for us to obtain financing or refinance existing debt when the need arises, including upon maturity, which for our 3 5/8% senior unsecured credit facilitiesnotes is currently scheduledJuly 2024 and for April 2024,our 4 5/8% senior notes is 2025, or on terms that would be acceptable to us.



Our business is exposed to foreign currency exchange rate fluctuations and control regulations.

Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk. Our Heritage Brands business also has international components but those components are not significant to the business. Changes in exchange rates between the United States dollar and other currencies can impact our financial results in two ways: a translational impact and a transactional impact.

The translational impact refers to the impact that changes in exchange rates can have on our results of operations and financial position. The functional currencies of our foreign subsidiaries are generally the applicable local currencies. Our consolidated financial statements are presented in United States dollars. The results of operations in local foreign currencies are translated into United States dollars using an average exchange rate over the representative period and our assets and liabilities in local foreign currencies are translated into United States dollars using the closing exchange rate at the balance sheet date. Foreign exchange differences that arise from the translation of our foreign subsidiaries’ assets and liabilities into United States dollars are recorded as foreign currency translation adjustments in other comprehensive (loss) income. Accordingly, our results of operations and other comprehensive (loss) income will be unfavorably impacted during times of a strengthening United States dollar, particularly against the euro, the Brazilian real, the Australian dollar, the Japanese yen, the Korean won, the British pound sterling, the Canadian dollar and the Chinese yuan renminbi, and favorably impacted during times of a weakening United States dollar against those currencies.
A transactional impact on financial results is common for apparel companies operating outside the United States that purchase goods in United States dollars, as is the case with most of our foreign operations. As with translation, our results of operations will be unfavorably impacted during times of a strengthening United States dollar as the increased local currency value of inventory results in a higher cost of goods in local currency when the goods are sold and favorably impacted during times of a weakening United States dollar as the decreased local currency value of inventory results in a lower cost of goods in local currency when the goods are sold. We also have exposure to changes in foreign currency exchange rates related to certain intercompany transactions and selling, general and administrative (commonly referred to as “SG&A”) expenses. We currently use and plan to continue to use foreign currency forward exchange contracts or other derivative instruments to mitigate the cash flow or market value risks associated with these inventory and intercompany transactions, but we are unable to entirely eliminate these risks.

We are also exposed to foreign exchange risk in connection with our licensing businesses. Most of our licensing agreements require the licensee to report sales to us in the licensee’s local currency but to pay us in United States dollars based on the exchange rate as of the last day of the contractual selling period. Thus, while we are not generally exposed to exchange rate gains and losses between the end of the selling period and the date we collect payment, we are exposed to changes in exchange rates during and up to the last day of the selling period. In addition, certain of our other foreign licensing agreements expose us to changes in exchange rates up to the date we collect payment or convert local currency payments into United States dollars. As a result, during times of a strengthening United States dollar, our foreign royalty revenue will be negatively impacted, and during times of a weakening United States dollar, our foreign royalty revenue will be favorably impacted.

We also have exposure to changes in foreign currency exchange rates related to our €950 million aggregate principal amount of euro-denominated senior notes. During times of a strengthening United States dollar against the euro, we could be required to use a lower amount of our cash flows from operations to pay interest and make long-term debt repayments on our euro-denominated senior notes, whereas during times of a weakening United States dollar against the euro, we could be required to use a greater amount of our cash flows from operations to pay interest and make long-term debt repayments on these notes.

We conduct business, directly or through licensees and other partners, in countries that are or have been subject to exchange rate control regulations and have, as a result, experienced difficulties in receiving payments owed to us when due, with amounts left unpaid for extended periods of time. Although the amounts to date have been immaterial to our results, as our international businesses grow and if controls are enacted or enforced in additional countries, there can be no assurance that such controls would not have a material and adverse effect on our business, financial condition or results of operations.



Our level of debt could impair our financial condition and ability to operate.

We had outstanding as of February 2, 2020 an aggregate principal amount of $2.725 billion of indebtedness under our senior unsecured credit facilities, our senior unsecured notes and our unsecured debentures. In March 2020, we increased our aggregate borrowings outstanding under our senior unsecured revolving credit facilities, other short-term revolving credit facilities and unsecured commercial paper note program from $50 million at February 2, 2020 to approximately $930 million, in order to increase our cash position and preserve financial flexibility in responding to the impacts of the COVID-19 outbreak on our business. Our level of debt could have important consequences to investors, including:
requiring a substantial portion of our cash flows from operations be used for the payment of interest on our debt, thereby reducing the funds available to us for our operations or other capital needs;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate because our available cash flow after paying principal and interest on our debt may not be sufficient to make the capital and other expenditures necessary to address these changes;
increasing our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower earnings and cash flow, such as during the current COVID-19 outbreak, we will be required to devote a proportionally greater amount of our cash flow to paying principal and interest on our debt;
limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, acquisitions, contributions to our pension plans and general corporate requirements;
placing us at a competitive disadvantage to other relatively less leveraged competitors that have more cash flow available to fund working capital, capital expenditures, acquisitions, share repurchases, dividend payments, contributions to pension plans and general corporate requirements; and
with respect to any borrowings we make at variable interest rates, including under our senior unsecured credit facilities, leaving us vulnerable to increases in interest rates to the extent the borrowings are not subject to an interest rate swap agreement.

In addition, our interest rate swap agreements as well as a portion of the borrowings under our senior unsecured credit facilities that have variable interest rates are tied to the London Interbank Offered Rate (“LIBOR”). In July 2017, the Financial Conduct Authority in the United Kingdom announced that it would phase out LIBOR as a benchmark by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established such that it continues to exist after 2021, or whether different benchmark rates used to price indebtedness will develop. We cannot predict the consequences and timing of these developments, which could include an increase in interest expense and may also require the amendment of contracts that reference LIBOR.

We primarily use foreign suppliers for our products and raw materials, which poses risks to our business operations.

The majority of our apparel, footwear and accessories are produced by and purchased or procured from independent manufacturers in approximately 40 countries, with most being located in countries in Asia, South America, Europe, the Middle East, North America, Africa, Central America and the Caribbean.Asia. Although no single supplier or country is or is expected to become critical to our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations:

political or labor instability or military conflict involving any of the countries in which we, our contractors, or our suppliers operate, which could cause a delay in the production or transportation of our products and raw materials to us and an increase in production and transportation costs;
heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundments of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands;
a significant decrease in availability or increase in cost of raw materials, including commodities (particularly cotton), or thelimitations on our ability to use raw materials or goods produced in a country that is a major provider due to political, human rights, labor, environmental, animal cruelty or other concernsconcerns;
a significant decrease in factory and shipping capacity or a significant increase in demand for such capacity;
a significant increase in wage, freight, shipping and shippingother logistics costs, including as a result of disruption at ports of entry, which could result (and in the case of the pandemic, did result in) increased freight and other logistics costs;


natural disasters, such as floods, earthquakes, wildfires and droughts, the frequency of some of which may be increasing due to climate change, could result in closed factories and scarcity of raw materials;materials (particularly cotton);
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disease epidemics and health related concerns, such as the current COVID-19 outbreak,pandemic, which could result in (and in the case of the COVID-19 outbreak, has resultedpandemic, did result in certain of the following) a significant decrease in factory and shipping capacity, closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas;
the migration and development of manufacturers, which could affect where our products are or are planned to be produced;
impositionthe adoption of regulations, quotas and safeguards relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; and
impositionthe implementation of new or increased duties, tariffs, taxes and other charges on imports.imports; and

The United States government imposed tariffsthe regulation or prohibition of the transaction of business with specific individuals or entities and their affiliates or goods manufactured in 2019certain regions, such as the listing of a person or entity as a SDN (Specially Designated Nationals and 2018 on a variety of imports from China into the United States, including certain categories of apparel, footwear and accessories. These additional tariffs, which were included in a trade agreement signedBlocked Persons) by the United States Department of the Treasury’s Office of Foreign Assets Control and China in January 2020, are not expected to be decreased, at least not in the near term, and inissuance of WROs by the future the United States could impose additional tariffs or increase existing tariffs on goods imported from China into the United States. China is the largest sourcing country of apparel, footwear and accessoriesCBP.

We continuously look for us globally and for most of our licensees. We imported approximately $215 million of inventory into the United States from China in 2019. Accordingly, any tariffs on apparel, footwear and accessories imported from China into the United States result in an increase in our cost of goods sold for that product. We are looking at alternative sourcing options, but we may not be able to shift timely, if at all, production of inventory bound for the United States from China toa country when new or increased duties, tariffs, taxes or other countries.charges are imposed. In addition, higher costs in sourcing from other countries, including because others in the industry are looking to move production for the same reason, may make the move price-prohibitive. We may not be able to pass the entire cost increase resulting from the tariffs, duties, taxes or other expenses onto consumers or could choose not to. Any increase in prices to consumers could have an adverse impact on our direct sales to consumers, as well as sales by our wholesale customers and our licensees. Any adverse impact on such sales or increase in our cost of goods sold could have a material adverse effect on our business and results of operations.

Various actions by the United States Government (including SDN designations, the enactment of the Uyghur Forced Labor Prevention Act and issuances of WROs), have prohibited or limited the business that companies like us and, in many cases, our business partners, can conduct with numerous individuals, companies and entities who operate in Xinjiang Province, China, as well as the direct or indirect production of goods and the use of cotton grown in Xinjiang Province. These and other actions have affected and could continue to affect the sourcing and availability of raw materials used by our suppliers in the manufacturing of certain of our products. These and related matters also have been subject to significant scrutiny and contention in China, the United States and elsewhere, resulting in criticism against multinational companies, including us. As a consequence, these matters (and matters like them) have the potential to affect our revenue and the reputation of our brands and us. In addition, while we make efforts to confirm that SDNs, people and materials covered by WROs, and other sanctioned entities, people and materials are not present in our supply chain, we could be subject to penalties, fines or sanctions if any of the vendors from which we purchase goods is found to have dealings, directly or indirectly, with SDNs or other sanctioned persons or in banned materials.

If our manufacturers,suppliers, licensees, or other business partners, or the manufacturerssuppliers used by our licensees, or our licensees themselves fail to use legal and ethical business practices, our business could suffer.

We require our manufacturers,suppliers, licensees and other business partners, and the manufacturerssuppliers used by our licensees, and the licensees themselves to operate in compliance with applicable laws, rules and regulations regarding working conditions, employment practices and environmental compliance. Additionally, we impose upon our business partners operating guidelines that require additional obligations in those areas in order to promote ethical business practices. We audit, or have third parties audit, the operations of these independent parties to determine compliance. We were a member of the Accord on Fire and Building Safety in Bangladesh and are a member of its successor,successors, as well as outgrowth organizations such as the International Accord for Health and Safety in the Textile and Garment Industry, the mission of each of which is to improve workplace, fire and building safety in Bangladesh’sfactories in major textile and apparel factories.producing countries. We also collaborate with factories, suppliers, industry participants and other engaged stakeholders to improve the lives of our factorythe workers and others in our sourcing communities. However, we do not control our manufacturers,business partners, or the manufacturerssuppliers used by our licensees, or our licensees themselves, orincluding with respect to their labor, manufacturing and other business practices. Our industry has experienced and we have been impacted by, increased regulation and enforcement, in particular in regards to concerns around forced labor in supply chains. These trends regarding regulation and enforcement are expected to continue, especially through action in the countries where we sell most of our products.

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If any of these manufacturerssuppliers or licenseesbusiness partners violates labor, environmental, building and fire safety, or other laws or implements labor, manufacturing or other business practices that are generally regarded as unethical, the shipment of finished products to us or our customers could be interrupted, orders could be canceled and relationships could be terminated. Further, we could be prohibited from importing goods by governmental authorities. In addition, we could be the focus of adverse publicity and our reputation and the reputation of our brands could be damaged. Any of these events could have a material adverse effect on our revenue and, consequently, our results of operations.

We are dependent on third parties to source and manufacture our products and any disruption in our relationships with these parties or in their businesses may materially adversely affect our businesses.business.

We rely upon independent third parties for the manufacturing of the vast majority of our apparel, footwear and accessories. A manufacturer’s failure to ship products to us in a timely manner, which hasas well as logistics disruptions, as occurred and may occur in the future,2020 through 2022 period as a result of the current COVID-19 outbreak,pandemic, or for manufacturers to meet required quality standards could cause us to miss the delivery date requirements of our customers for those products. As a result, customers could cancel their orders, refuse to accept deliveries or demand reduced prices. Any of these actions taken by our customers could have a material adverse effect on our revenue and, consequently, our results of operations.



We use third party buying offices for a portion ofOur business is susceptible to risks associated with climate change and an increased focus by stakeholders on climate change, which may adversely affect our product sourcing. Any interruption in the operations of these buying offices, or the failure of these buying offices to perform effectively their services for us, could result in material delays, reductions of shipments and increased costs. Furthermore, such events could harm our wholesale and retail relationships. Any disruption in our relationships with these buying offices or in their businesses could have a material adverse effect on our cash flows, business financial condition and results of operations.

Our business is susceptible to risks associated with climate change, including potential disruptions to our supply chain and impacts on the availability and costs of raw materials. Increased frequency and severity of adverse weather events (such as storms, floods and droughts) due to climate change could also cause increased incidence of disruption to the production and distribution of our products, an adverse impact on consumer demand and spending, and/or more frequent store closures and/or lost sales as customers prioritize basic needs. In addition, certain of our wholesale customers have begun to establish sourcing requirements related to sustainability. As a result, we have received requests for sustainability related information about our products and, in some cases, customers have required that certain of our products include sustainable materials or packaging, which may result in higher raw material and production costs. Our inability to comply with these and other sustainability requirements in the future could adversely affect sales of and demand for our products. Further, certain online sellers of our products have begun to identify to consumers and help consumers limit purchases to product the sellers identify as being more sustainable. Our failure to offer products that meet these sustainability standards could result in decreased demand for our products and lost sales.

We are dependent on a limited number of distribution facilities. If one becomes inoperable, our business, financial condition and operating results could be negatively impacted.

We operate a limited number of distribution facilities and also engage independently operated distribution facilities around the world to warehouse and ship products to our customers and our retail stores, as well as perform related logistics services. Our ability to meet the needs of our wholesale customers and of our retail stores depends on the proper operation of our primary facilities. If any of our primary facilities were to shut down or otherwise become inoperable or inaccessible, including as a result of disease epidemics and other health-related concerns, such as the current COVID-19 outbreak,pandemic, we could have a substantial loss of inventory or disruptions of deliveries to our customers and our stores, incur significantly higher costs or experience longer lead times associated with the distribution of our products during the time it takes to reopen or replace the facility. This could materially and adversely affect our business, financial condition and operating results.

A portion of our revenue is dependent on royalties and licensing.

The operating profit associated with our royalty, advertising and other revenue is significant because the operating expenses directly associated with administering and monitoring an individual licensing or similar agreement are minimal. Therefore, the loss of a significant licensee, whether due to the termination or expiration of the relationship, the cessation of the licensee’s operations or otherwise (including as a result of financial difficulties of the licensee), without an equivalent replacement, or a significant decline in our licensees’ sales, for example as occurred as a result of the current COVID-19 outbreak,pandemic, could materially impact our profitability.

While we generally have significant control over our licensees’ products and advertising, we rely on them for, among other things, operational and financial controls over their businesses. Our licensees’ failure to successfully market licensed products or our inability to replace our existing licensees could materially and adversely affect our revenue both directly from
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reduced royalty, advertising and other revenue received and indirectly from reduced sales of our other products. Risks are also associated with our licensees’ ability to obtain capital, execute their business plans, timely deliver quality products, manage their labor relations, maintain relationships with their suppliers, manage their credit risk effectively and maintain relationships with their customers.

Our licensing business makes us susceptible to the actions of third parties over whom we have limited control.

We rely on our licensees to preserve the value of our brands. Although we attempt to protect our brands through, among other things, approval rights over design, production quality, packaging, merchandising, distribution, advertising and promotion of our products, we cannot assure you that we can control our licensees’ use of our brands. The misuse of our brands by a licensee could have a material adverse effect on our business, financial condition and results of operations.

We face intense competition in the apparel industry.

Competition is intense in the apparel industry. We compete with numerous domestic and foreign designers, brand owners, manufacturers and retailers of apparel, accessories and footwear, some of which have greater resources than we do. We also face increased competition from online retailers in the digital channel, which is characterized by low barriers to entry. In addition, in certain instances, we compete directly with our wholesale customers, as they also sell their own private label products in their stores and online. We compete within the apparel industry primarily on the basis of:
anticipating and responding to changing consumer tastes, demands and shopping preferences in a timely manner and developing distinctive, attractive, quality products;
maintaining favorable brand recognition and relevance, including through digital brand engagement and online and social media presence;
appropriately pricing products and creating an acceptable value proposition for customers, including increasing prices to mitigate inflationary pressures (as we did in certain regions and for certain product categories during 2022) while minimizing the risks of dampening consumer demand;
providing strong and effective marketing support;
ensuring product availability and optimizing supply chain efficiencies with third party suppliers and retailers; and
obtaining sufficient retail floor space and effective presentation of our products at retail locations, on digital commerce sites operated by our department store customers and pure play digital commerce retailers, and on our digital commerce sites.

The failure to compete effectively or to keep pace with rapidly changing consumer preferences and technology and product trends could have a material adverse effect on our business, financial condition and results of operations.

Our profitability may decline as a result of increasing pressure on margins.

The apparel industry, particularly in the United States, is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products, retailer demands for allowances, incentives and other forms of economic support, and changes in consumer demand including, for example, as had occurred as a result of the COVID-19 pandemic. These factors may cause us to reduce our sales prices to retailers and consumers, which could cause our profitability to decline if we are unable to appropriately manage inventory levels or offset price reductions with sufficient reductions in product costs or operating expenses.

Continued volatility in the availability and prices for commodities and raw materials we use in our products (such as cotton) and inflationary pressures, including the increased air freight costs we experienced beginning in the second half of 2021 and into 2022 and the increased costs of labor, raw materials and ocean freight we experienced in 2022, have resulted, and are expected to continue to result, particularly in the first half of 2023, in increased pricing pressures and, in turn, pressure on our margins. We implemented price increases in certain regions and for certain product categories during 2022 to mitigate the higher costs. However, in the future, we may not be able to implement price increases that fully mitigate the impact of higher costs and/or any such price increases could have an adverse impact on consumer demand for our products. As well, consumer spending has been, and may continue to be, negatively impacted by reduced earnings power resulting from the current
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inflationary pressures, which has resulted, and may continue to result, lower sales of our products, increased inventories, order cancellations, higher discounts, pricing pressure, higher inventory levels industry-wide, and lower gross margins.

If we are unable to manage our inventory effectively and accurately forecast demand for our products, our results of operations could be materially adversely affected.

We have made and continue to make investments in our supply chain management systems and processes that enable us to respond more rapidly to changes in sales trends and consumer demands and enhance our ability to manage inventory. However, there can be no assurance that we will be able to anticipate and respond successfully to changing consumer tastes and style trends or economic conditions and, as a result, we may not be able to manage inventory levels to meet our future order requirements. If we fail to accurately forecast consumer demand, or our supply chain and logistics partners are unable to adjust to changes in consumer demand for our products, including, for example, as had occurred as a result of the COVID-19 pandemic in 2020, we may at times experience excess inventory levels or a shortage of product required to meet demand. Inventory levels in excess of consumer demand have resulted in, and may in the future result in, inventory write-downs and the sale of excess inventory at heavily discounted prices, which could have a material adverse effect on our profitability and the reputation of our brands. If we underestimate consumer demand for our products, we may not have sufficient inventories of product to meet consumer requirements in a timely manner, which could result in lost revenues, as well as damage to our reputation and relationships.

The loss of members of our executive management and other key employees could have a material adverse effect on our business.

We depend on the services and management experience of our executive officers, who have substantial experience and expertise in our business. We also depend on other key executives in various areas of our businesses and operations. Competition for qualified personnel in the apparel industry is intense and competitors may use aggressive tactics to recruit our key employees. The loss of services of one or more of these individuals or the inability to effectively identify a suitable successor for them could have a material adverse effect on us.

We may not be successful in the take-back of licensed businesses.

As part of our PVH+ Plan strategy, we are planning to, and in the future may pursue further opportunities to, increase direct management of our Calvin Klein and TOMMY HILFIGER brands through take-backs of licensed businesses. For example, we recently announced our intention to bring in-house and directly operate most of the Calvin Klein and TOMMY HILFIGER product categories currently licensed in the United States and Canada to G-III as the license agreements expire beginning at the end of 2023 through 2027.

The integration of previously licensed businesses may be complex, costly and time-consuming. We may have difficulty, or may not succeed in, integrating the businesses into our operations, hiring qualified key employees needed to operate the businesses, or otherwise managing the previously licensed businesses. Furthermore, we may incur higher than expected costs to bring previously licensed businesses in-house and/or to operate these businesses. As such, license take-backs may not achieve the intended benefits to our overall growth strategy, our brands and results of operations, and our overall profitability may decline to the extent we are unable to operate these businesses at the same level of earnings that we realized when they were licensed businesses.

Acquisitions may not be successful in achieving intended benefits, cost savings and synergies.

Acquisitions historically have been a part of our growth. Prior to completing any acquisition, our management team identifies expected synergies, cost savings and growth opportunities but, due to legal and business limitations, we may not have access to all necessary information. The integration process may be complex, costly and time-consuming. The potential difficulties of integrating the operations of an acquired business and realizing our expectations for an acquisition, including the benefits that may be realized, include, among other things:
failure to implement our business plan for the combined business;
delays or difficulties in completing the integration of acquired companies or assets;
higher than expected costs, lower than expected cost savings or a need to allocate resources to manage unexpected operating difficulties;
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unanticipated issues in integrating systems and operations;
diversion of the attention and resources of management;
assumption of liabilities not identified in due diligence;
the impact on our or an acquired business’ internal controls and compliance with the requirements under applicable regulation; and
other unanticipated issues, expenses and liabilities.

We have completed acquisitions that have not performed initially as well as expected or have not fully achieved expected benefits and we cannot assure you that any acquisition will not have a material adverse impact on our financial condition and results of operations.

Financial Risks

Our level of debt could impair our financial condition and ability to operate.

We had outstanding as of January 29, 2023 an aggregate principal amount of $2.301 billion of indebtedness, of which $100 million of unsecured debentures are due in 2023, €525 million of euro-denominated senior unsecured notes are due in 2024 and $500 million of senior unsecured notes are due in 2025. Our level of debt could have important consequences to investors, including:
requiring a substantial portion of our cash flows from operations be used for the payment of principal and interest on our debt, thereby reducing the funds available to us for our operations or other capital needs;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate because our available cash flow after paying principal and interest on our debt may not be sufficient to make the capital and other expenditures necessary to address these changes;
increasing our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower earnings and cash flows, such as has occurred during the COVID-19 pandemic, we will be required to devote a proportionally greater amount of our cash flow to paying principal and interest on our debt;
limiting our ability to obtain additional financing in the future to fund working capital, capital expenditures, acquisitions, contributions to our pension plans and general corporate requirements;
placing us at a competitive disadvantage to other relatively less leveraged competitors that have more cash flow available to fund working capital, capital expenditures, acquisitions, share repurchases, dividend payments, contributions to pension plans and general corporate requirements; and
leaving us vulnerable to increases in interest rates with respect to borrowings we make at variable interest rates, including under our senior unsecured credit facilities.

Our business is exposed to foreign currency exchange rate fluctuations and control regulations.

Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk. Our Heritage Brands business also has international components but those components are not significant to the business. Changes in exchange rates between the United States dollar and other currencies can impact our financial results in two ways: a translational impact and a transactional impact. Please see our Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this report for further discussion of the impacts of foreign currency on our results of operations and cash flows.

Our results of operations will be unfavorably impacted by foreign currency translation during times of a strengthening United States dollar, particularly against the euro, the Australian dollar, the Japanese yen, the Korean won, the British pound sterling, the Canadian dollar and the Chinese yuan renminbi, and favorably impacted during times of a weakening United States dollar against those currencies. Our results of operations are similarly affected by the transactional impact of foreign currency,
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and will be unfavorably impacted during times of a strengthening United States dollar as the increased local currency value of inventory results in a higher cost of goods in local currency when the goods are sold and favorably impacted during times of a weakening United States dollar as the decreased local currency value of inventory results in a lower cost of goods in local currency when the goods are sold. We currently use and plan to continue to use foreign currency forward exchange contracts to mitigate the cash flow or market risks associated with these inventory transactions, but we are unable to eliminate these risks entirely.

We conduct business in countries that have laws and regulations that may restrict the ability of our foreign subsidiaries to pay dividends and remit cash to affiliated companies and, as a result, may limit our ability to utilize cash generated by certain of our foreign subsidiaries to make payments in other countries. Such restrictions could require us to redirect cash that we were otherwise planning to use elsewhere in our business, which may have an adverse impact on our business.

Our ability to maintain compliance with the financial covenant under our senior unsecured credit facilities may be adversely affected by future economic conditions.

We are required under the terms of our senior unsecured credit facilities to comply with a maximum net leverage ratio. A prolonged disruption to our business, such as we experienced in 2020 and into 2021, as a result of the COVID-19 pandemic, may impact our ability to comply with this covenant in the future. Non-compliance with this covenant would constitute an event of default under the terms of our senior unsecured credit facilities, which may result in an acceleration of payment to the lenders, which in turn could trigger defaults under our other debt facilities.

Our inability to comply with the maximum net leverage ratio may require us to seek relief in the form of a covenant waiver, as we did in June 2020. Covenant waivers may lead to fees associated with obtaining the waiver, increased costs, increased interest rates, additional restrictive covenants and other lender protections that would be applicable to us under these facilities, and such increased costs, restrictions and modifications may be significant. In addition, our ability to provide additional lender protections under these facilities if necessary, including the granting of security interests in collateral, will be limited by the restrictions under our other debt facilities. There can be no assurance that we would be able to obtain future waivers in a timely manner, on terms acceptable to us, or at all. If we were not able to obtain a covenant waiver in the future under our senior unsecured credit facilities, there can be no assurance that we would be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay such facilities.

Adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a material adverse effect on our results of operations and cash flow.

We have direct operations in many countries and the applicable tax rates vary by jurisdiction. The tax laws and regulations in the countries where we operate may be subject to change. Moreover, there may be changes from time to time in interpretation and enforcement of tax law. As a result, we may pay additional taxes if tax rates increase or if tax laws, regulations or treaties in the jurisdictions where we operate are modified by the authorities in an adverse manner.

In addition, various national and local taxing authorities periodically examine us and our subsidiaries. The resolution of an examination or audit may result in us paying more than the amount that we may have reserved for a particular tax matter, which could have a material adverse effect on our cash flows, business, financial condition and results of operations for any affected reporting period.

We and our subsidiaries are engaged in a number of intercompany transactions. Although we believe that these transactions reflect arm’s length terms and that proper transfer pricing documentation is in place, which should be respected for tax purposes, the transfer prices and conditions may be scrutinized by local tax authorities, which could result in additional tax liabilities.

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If we are unable to fully utilize our deferred tax assets, our profitability could be reduced.

Our deferred income tax assets are valuable to us. These assets include tax loss and foreign tax credit carryforwards in various jurisdictions. Realization of deferred tax assets is based on a number of factors, including whether there will be adequate levels of taxable income in future periods to offset the tax loss and foreign tax credit carryforwards in jurisdictions where such assets have arisen. Valuation allowances are recorded in order to reduce the deferred tax assets to the amount expected to be realized in the future. In assessing the adequacy of our valuation allowances, we consider various factors including reversal of deferred tax liabilities, forecasted future taxable income and potential tax planning strategies. These factors could reduce the value of the deferred tax assets, which could have a material effect on our profitability.

Volatility in securities markets, interest rates and other economic factors could increase substantially our defined benefit pension costs and liabilities.

We have significant obligations under our defined benefit pension plans. The funded status of our pension plans is dependent on many factors, including returns on invested plan assets and the discount rate used to measure pension obligations. Unfavorable returns on plan assets, a lower discount rate or unfavorable changes in the applicable laws or regulations could materially change the timing and amount of pension funding requirements, which could reduce cash available for our business.

Our operating performance also may be significantly impacted by the amount of expense recorded for our pension plans. Pension expense recorded throughout the year is calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions. Differences between estimated and actual results give rise to gains and losses that are recorded immediately in pension expense, generally in the fourth quarter of the year. These gains and losses can be significant and can create volatility in our operating results. As a result of the recent volatility in the financial markets due, among other reasons, to the impact of the COVID-19 pandemic, the war in Ukraine and its broader macroeconomic implications and inflationary pressures, there continues to be significant uncertainty with respect to the actuarial gain or loss we may record on our retirement plans in 2023. We may incur a significant actuarial gain or loss in 2023 if there is a significant increase or decrease in discount rates, respectively, or if there is a difference between the actual and expected return on plan assets.

Our balance sheet includes a significant amount of intangible assets and goodwill, as well as long-lived assets in our retail stores. A decline in the estimated fair value of an intangible asset or of a reporting unit or in the current and projected cash flows in our retail stores could result in impairment charges recorded in our operating results, which could be material.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. Long-lived assets, such as operating lease right-of-use assets and property, plant and equipment in our retail stores and intangible assets with finite lives, are tested for impairment if an event occurs or circumstances change that would indicate the carrying amount may not be recoverable. Please see the section entitled “Critical Accounting Policies and Estimates” within Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this report for further discussion of our impairment testing. If any of our goodwill, other indefinite-lived intangible assets or long-lived assets were determined to be impaired, the asset would be written down and an impairment charge would be recognized as a noncash expense in our operating results.

Adverse changes in future market conditions, a shift in consumer buying trends or weaker operating results compared to our expectations, including, for example, as occurred in 2020 as a result of the COVID-19 pandemic and as a result of discount rates in 2022, may impact our projected cash flows and estimates of weighted average cost of capital, which could result in a material impairment charge if we are unable to recover the carrying value of our goodwill, other indefinite-lived intangible assets and long-lived assets.

We determined in the first quarter of 2020 that the significant adverse impacts of the COVID-19 pandemic on our business, including an unprecedented material decline in revenue and earnings and an extended decline in our stock price and associated market capitalization, was a triggering event that required us to perform impairment testing of our goodwill and indefinite-lived intangible assets. The interim testing resulted in us recording $926 million of noncash impairment charges in the first quarter of 2020. We also determined that certain finite-lived intangible assets, which had a relatively short remaining useful life, were not recoverable and, therefore, impaired due to the adverse impacts of the pandemic on the current and projected performance of the underlying businesses. Additionally, in the third quarter of 2022, in conjunction with our 2022 annual goodwill impairment test, we recorded $417 million of noncash impairment charges. The impairment was non-
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operational and driven by a significant increase in discount rates, as a result of then-current economic conditions. As of January 29, 2023, we had $2.359 billion of goodwill and $3.250 billion of other intangible assets on our balance sheet, which together represented 48% of our total assets.

We also recorded $75 million of noncash impairment charges in 2020 related to operating lease right-of-use assets and property, plant and equipment in our retail stores, resulting from the adverse impacts of the COVID-19 pandemic on the financial performance of certain of our retail stores and the shift in consumer buying trends from brick and mortar retail stores to digital channels.

Legal and Regulatory Risks

We may be unable to protect our trademarks and other intellectual property rights.

Our trademarks and other intellectual property rights are important to our success and our competitive position. We are susceptible to others imitating our products and infringing on our intellectual property rights, especially with respect to the TOMMY HILFIGER and CALVIN KLEINCalvin Klein brands, as they enjoy significant worldwide consumer recognition and the generally premium pricing of TOMMY HILFIGER and CALVIN KLEINCalvin Klein brand products creates additional incentive for counterfeiters and infringers. Imitation or counterfeiting of our products or infringement of our intellectual property rights could diminish the value of our brands or otherwise adversely affect our revenue. We cannot assure you that the actions we take to establish and protect our trademarks and other intellectual property rights will be adequate to prevent imitation of our products by others. We cannot assure you that other third parties will not seek to invalidate our trademarks or block sales of our products as a violation of their own trademarks and intellectual property rights. In addition, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other intellectual property rights of ours or in marks that are similar to ours or marks that we license or market or that we will be able to successfully resolve these types of conflicts to our satisfaction. In some cases, there may be trademark owners who have prior rights to our marks because the laws of certain foreign countries may not protect intellectual property rights to the same extent as do the laws of the United States. In other cases, there may be holders who have


prior rights to similar trademarks. We have in the past been and currently are involved both domestically and internationally in proceedings relating to a company’s claim of prior rights to some of our trademarks or marks similar to some of our brands.

We face intense competitionProvisions in our certificate of incorporation and our by-laws and Delaware General Corporation Law could make it more difficult to acquire us and may reduce the apparel industry.

Competition is intense in the apparel industry. We compete with numerous domestic and foreign designers, brand owners, manufacturers and retailers of apparel, accessories and footwear, some of which have greater resources than we do. We also face increased competition from online retailers in the digital channel, which is characterized by low barriers to entry. In addition, in certain instances, we compete directly with our wholesale customers, as they also sell their own private label products in their stores and online. We compete within the apparel industry primarily on the basis of:
anticipating and responding to changing consumer tastes, demands and shopping preferences in a timely manner and developing attractive, quality products;
maintaining favorable brand recognition and relevance, including through digital brand engagement and online and social media presence;
appropriately pricing products and creating an acceptable value proposition for customers;
providing strong and effective marketing support;
ensuring product availability and optimizing supply chain efficiencies with third party manufacturers and retailers; and
obtaining sufficient retail floor space at retail and effective presentationmarket price of our products at retail, on digital commerce sites operated by our department store customers and pure play digital commerce retailers, and on our digital commerce sites.common stock.

The failure to compete effectively or to keep pace with rapidly changing markets could have a material adverse effect on our business, financial condition and results of operations.
Our profitability may decline ascertificate of incorporation and by-laws contain provisions requiring stockholders who seek to introduce proposals at a result of increasing pressure on margins.

The apparel industry, particularly in the United States (our largest market), is subjectstockholders meeting or nominate a person to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailersbecome a director to provide us with advance notice and changes in consumer demand including, for example, as a result of the current COVID-19 outbreak. These factors may cause us to reduce our sales prices to retailers and consumers, which could cause our profitability to decline if we are unable to appropriately manage inventory levels or offset price reductions with sufficient reductions in product costs or operating expenses. This could have a material adverse effect on our results of operations, liquidity and financial condition.

If we are unable to manage our inventory effectively and accurately forecast demand for our products, our results of operations could be materially adversely affected.

We have made and continue to make investments in our supply chain management systems and processes that enable us to respond more rapidly to changes in sales trends and consumer demands and enhance our ability to manage inventory. However, we cannot assure you that we will be able to anticipate and respond successfully to changing consumer tastes and style trends or economic conditions and, as a result, we may not be able to manage inventory levels to meet our future order requirements. If we are unable to or fail to accurately forecast consumer demand, including, for example, as a result of the current COVID-19 outbreak, we may experience excess inventory levels or a shortage of product required to meet demand. Inventory levels in excess of consumer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could have a material adverse effect on the reputation of our brands and our profitability. If we underestimate consumer demand for our products, we may not have sufficient inventories of product to meet consumer requirements in a timely manner, which could result in lost revenues,certain information, as well as damagemeet certain ownership criteria; permitting the PVH Board of Directors to fill vacancies on the Board; and authorizing the Board of Directors to issue shares of preferred stock without approval of our reputationstockholders. These provisions could have the effect of deterring changes of control.

In addition, Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and relationships.other business combinations between us and any holder of 15% or more of our common stock. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors.

Information Technology and Data Privacy Risks

We rely significantly on information technology. Our business and reputation could be adversely impacted if our computer systems, or systems of our business partners and service providers, are disrupted or cease to operate effectively or if we or they are subject to a data security or privacy breach.

Our ability to manage and operate our business effectively depends significantly on information technology systems, including systems operated by third parties and us and systems that communicate with third parties, including website and mobile applications through which we communicate with our consumers and our employees. We process, transmit, store and maintain information about consumers, employees and other individuals in the ordinary course of business, including through our digital


commerce operations.business. This includes personally identifiable information protected under applicable laws and the collection and processing of customers’ credit and debit card numbers and reliance on systems maintained by third parties with whom we contract to provide payment processing. The failure of any system to operate effectively or disruption in these systems, which may occur as a result of circumstances beyond our control including fire, natural disasters, power outages and systems disruptions, could require significant remediation costs and adversely impact our operations.
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We utilize a risk-based, multi-layered information security approach based on the NIST (National Institute of Standards and Technology) Cybersecurity Framework to identify and address cybersecurity risks. We take measures to protect data and ensure those who use our systems are aware of the importance of protecting our systems and data. These include implementation of security standards, network system security tools, associate training programs and security breach procedures. To measure the effectiveness of these, we perform phishing exercises, tabletop breach exercises and penetration tests. Our training provided to all associates who have access to our systems includes regular phishing tests and online courses. Two courses were conducted in 2022, as were 11 tests. We have an escalating schedule of discipline for test failures, which includes additional training and would ultimately lead to loss of access rights. Certain trainings also are administered to the members of the Board of Directors, one of which annually is typically mandatory. In addition, to measure and assess compliance, our information security approach is subject to an annual assessment of its maturity within the NIST Cybersecurity Framework by an independent third party consultant.

We generally require third party providers who have access to our systems or receive personally identifiable information or other confidential data to take measures to protect data but have no control over their efforts and are limited in our ability to assess their systems and processes. Furthermore, whileIn cases where third party service organizations process data that affects our financial statements, System and Organization Controls (SOC) 1 reports are obtained and evaluated annually. While we invest, and believe our service providers invest, considerable resources in protecting systems and information, including through training of the people who have access to systems and information, we all are still subject to security events, including but not limited to cybercrimes and cybersecurity attacks, such as those perpetrated by sophisticated and well-resourced bad actors attempting to disrupt operations or access or steal data. Security events may not be detected for an extended period of time, which could compound the scope and extent of the damages and problems. Such security events could disrupt our business, severely damage our reputation and our relationship with consumers, and expose us to risks of litigation and liability, whichliability. While we maintain insurance coverages, including cybersecurity insurance, it may be unavailable or insufficient to cover all losses or all types of claims. Although we generally require that third party providers with access to our systems and confidential information have insurance coverage for any losses that we may experience as a result of the work they do, the amount that we are able to recover may not be covered by insurance or may result in costs in excess of the insurance coveragefully compensate us for any loss we maintain.experience.

We regularly implement new systems and hardware and are currently undertaking a major multi-year SAP S/4 implementation to upgrade of our platforms and systems worldwide. The implementation of new software and hardware involves risks and uncertainties that could cause disruptions, delays or deficiencies in the design, implementation or application of these systems including:
adversely impacting our operations;
increased costs;
disruptions in our ability to effectively source, sell or ship our products;
delays in collecting payments from our customers; and
adversely affecting our ability to timely report our financial results.

Our business, results of operations and financial condition could be materially adversely affected as a result of these implementations. In addition, intended improvements may not be realized. Our business partners and service providers face the same risks, which could also adversely impact our business and operations.

We are subject to data privacy and security laws and regulations globally, the number and complexity of which are increasing globally.increasing. We may be the subject of enforcement or other legal actions despite our compliance efforts.

We collect, use, store, and otherwise process or rely upon access to data, including personally identifiable information, of consumers, employees, and other individuals in the daily conduct of our business, including through our digital commerce operations.business. There have been significant enactments and developments in the area of data privacy and cybersecurity lawlaws and regulation. Significant new laws,regulations, such as the GDPR in the European Union’s General Data Protection Regulation,Union, the Brazilian General Data Protection LawCCPA/CPRA in California, PIPL in China and the California Consumer Privacy Act, are continuously being proposed and enacted around the world.LGPD in Brazil. These laws and regulations have caused and could continue to cause us to change the way we operate, including in a less efficient manner, in order to comply with local requirements.these laws. We have a global data privacy compliance program butand, as discussed above, have guidelines and a training program to ensure our associates understand the laws and how to collect, use and protect our confidential data (including personally identifiable information). However, our compliance efforts are not an assurance that we will not be the subject of regulatory or other legal actions. We could expend significant management and associate time and incur significant cost investigating and defending ourselves
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against the claims in any such matter, which matters also could result in us being the subject of significant fines, judgments or settlements. In addition, any such claim could give rise to significant reputational damage,damages, whether or not we ultimately are ultimately successful in defending ourselves.

The loss of members of our executive management and other key employees could have a material adverse effect on our business.

We depend on the services and management experience of our executive officers, who have substantial experience and expertise in our business. We also depend on other key executives in various areas of our businesses and operations. Competition for qualified personnel in the apparel industry is intense and competitors may use aggressive tactics to recruit our key employees. The unexpected loss of services of one or more of these individuals could have a material adverse effect on us.






A significant shift in the relative sources of our earnings, adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a material adverse effect on our results of operations and cash flow.
We have direct operations in many countries and the applicable tax rates vary by jurisdiction. As a result, our overall effective tax rate could be materially affected by the relative level of earnings in the various taxing jurisdictions to which our earnings are subject. In addition, the tax laws and regulations in the countries where we operate may be subject to change. Moreover, there may be changes from time to time in interpretation and enforcement of tax law. As a result, we may pay additional taxes if tax rates increase or if tax laws, regulations or treaties in the jurisdictions where we operate are modified by the authorities in an adverse manner.
In addition, various national and local taxing authorities periodically examine us and our subsidiaries. The resolution of an examination or audit may result in us paying more than the amount that we may have reserved for a particular tax matter, which could have a material adverse effect on our cash flows, business, financial condition and results of operations for any affected reporting period.

We and our subsidiaries are engaged in a number of intercompany transactions. Although we believe that these transactions reflect arm’s length terms and that proper transfer pricing documentation is in place, which should be respected for tax purposes, the transfer prices and conditions may be scrutinized by local tax authorities, which could result in additional tax liabilities.
If we are unable to fully utilize our deferred tax assets, our profitability could be reduced.

Our deferred income tax assets are valuable to us. These assets include tax loss and foreign tax credit carryforwards in various jurisdictions. Realization of deferred tax assets is based on a number of factors, including whether there will be adequate levels of taxable income in future periods to offset the tax loss and foreign tax credit carryforwards in jurisdictions where such assets have arisen. Valuation allowances are recorded in order to reduce the deferred tax assets to the amount expected to be realized in the future. In assessing the adequacy of our valuation allowances, we consider various factors including reversal of deferred tax liabilities, forecasted future taxable income and potential tax planning strategies. These factors could reduce the value of the deferred tax assets, which could have a material effect on our profitability.

Volatility in securities markets, interest rates and other economic factors could increase substantially our defined benefit pension costs and liabilities.

We have significant obligations under our defined benefit pension plans. The funded status of our pension plans is dependent on many factors, including returns on invested plan assets and the discount rate used to measure pension obligations. Unfavorable returns on plan assets, which, for example, may result from recent market volatility due, in part, to the COVID-19 outbreak, a lower discount rate or unfavorable changes in the applicable laws or regulations could materially change the timing and amount of pension funding requirements, which could reduce cash available for our business.
Our operating performance also may be significantly impacted by the amount of expense recorded for our pension plans. Pension expense recorded throughout the year is calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions. Differences between estimated and actual results give rise to gains and losses that are recorded immediately in pension expense, generally in the fourth quarter of the year. These gains and losses can be significant and can create volatility in our operating results.

Our balance sheet includes a significant amount of intangible assets and goodwill. A decline in the estimated fair value of an intangible asset or of a reporting unit could result in an impairment charge recorded in our operating results, which could be material.

Goodwill and other indefinite-lived intangible assets are tested for impairment annually and between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. Also, we review our amortizable intangible assets for impairment if an event occurs or circumstances change that would indicate the carrying amount may not be recoverable. If the carrying amount of our goodwill or another intangible asset were to exceed its fair value, the asset would be written down to its fair value, with the impairment charge recognized as a noncash expense in our operating results. Adverse changes in future market conditions or weaker operating results compared to our expectations, including, for example, as a result of the current COVID-19 outbreak, may impact our projected cash flows and estimates of weighted average cost of capital, which could result in a potentially material impairment charge if we are unable to recover the carrying value of our goodwill and other intangible assets.



As of February 2, 2020, we had approximately $3.678 billion of goodwill and $3.481 billion of other identifiable intangible assets on our balance sheet, which together represented 53% of our total assets. No impairment was recorded in 2019 based on our annual goodwill and other indefinite-lived intangible assets impairment tests. However, during the fourth quarter of 2019, we entered into a definitive agreement to sell our Speedo North America business, which prompted the need for us to perform an interim impairment assessment of our Speedo perpetual license right. As a result of this interim test, the perpetual license right was determined to be impaired and an impairment charge of $116.4 million was recorded. The Speedo transaction was also a triggering event that prompted the need for us to perform an interim goodwill impairment test for the Heritage Brands Wholesale reporting unit, the reporting unit that includes the Speedo North America business. No goodwill impairment resulted from this interim test.

Our balance sheet includes a significant amount of long-lived assets in our retail stores, including operating lease right-of-use assets and property, plant and equipment. A decline in the current and projected cash flows in our retail stores could result in impairment charges, which could be material.
Long-lived assets, such as operating lease right-of-use assets and property, plant and equipment in our retail stores, are tested for impairment if an event occurs or circumstances change that would indicate the carrying amount may not be recoverable. If the carrying amount of a long-lived asset were to exceed its fair value, the asset would be written down to its fair value and an impairment charge recognized as a noncash expense in our operating results. Adverse changes in future market conditions or weaker operating results compared to our expectations, including, for example, as a result of the current COVID-19 outbreak, may impact our projected cash flows and estimates of weighted average cost of capital, which could result in a potentially material impairment charge if we are unable to recover the carrying value of our long-lived assets.
Provisions in our certificate of incorporation and our by-laws and Delaware General Corporation Law could make it more difficult to acquire us and may reduce the market price of our common stock.

Our certificate of incorporation and by-laws contain provisions requiring stockholders who seek to introduce proposals at a stockholders meeting or nominate a person to become a director to provide us with advance notice and certain information, as well as meet certain ownership criteria; permitting the Board of Directors to fill vacancies on the Board; and authorizing the Board to issue shares of preferred stock without approval of our stockholders. These provisions could have the effect of deterring changes of control.

In addition, Section 203 of the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our common stock. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Board.

The United Kingdom’s withdrawal from the European Union could harm our business and financial results.

Voters in the United Kingdom approved a referendum to withdraw from the European Union (commonly referred to as “Brexit”). The United Kingdom formally withdrew from the European Union on January 31, 2020 and is now in a period of transition until December 31, 2020. During the transition period, the United Kingdom’s trading relationship with the European Union is expected to remain largely the same while the two parties negotiate a trade agreement as well as other aspects of the United Kingdom’s relationship with the European Union. The uncertainty surrounding the terms of the United Kingdom’s future relationship with the European Union after December 31, 2020 and its consequences could adversely impact consumer and investor confidence and the level of consumer purchases of discretionary items and retail products, including our products. The eventual terms upon which the withdrawal occurs (which could leave the United Kingdom without a trade agreement with the European Union) also could significantly disrupt the free movement of goods, services and people between the United Kingdom and the European Union and may result in increased legal and regulatory complexities and higher costs of conducting business in Europe. Volatility in the value of the British pound sterling, the euro and other European currencies could also result. Any of these effects, among others, could adversely affect our business, results of operations and financial condition.

Item 1B. Unresolved Staff Comments

None.


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Item 2. Properties

The general location, use, ownership status and approximate size of the principal properties that we occupied as of February 2, 2020January 29, 2023 are set forth below:
LocationUseOwnership
Status
Approximate
Area in
Square Feet
LocationUse
Ownership
Status
Approximate
Area in
Square Feet
New York, New YorkCorporate and Tommy Hilfiger administrative offices and showroomsLeased220,000 
New York, New YorkCalvin Klein and Heritage Brands administrative offices and showroomsLeasedLeased209,000
474,000 
New York, New YorkCalvin Klein administrative offices and showroomsLeased474,000
New York, New YorkTommy Hilfiger administrative offices and showroomsLeased220,000
Bridgewater, New JerseyCorporate and retail administrative officesLeasedLeased285,000
239,000 
Banksmeadow, AustraliaTommy Hilfiger, Calvin Klein and Heritage Brands administrative offices, showrooms, warehouse and distribution centerLeasedLeased243,000
243,000 
(1)
Milperra, AustraliaWarehouse and distribution centerLeased86,000
(1)
Amsterdam, The NetherlandsTommy Hilfiger and Calvin Klein administrative offices, warehouse and showroomsLeased499,000
Venlo/Oud Gastel, The NetherlandsWarehouse and distribution centersLeased2,051,000
McDonough, GeorgiaWarehouse and distribution centerLeased851,000
Palmetto, GeorgiaWarehouse and distribution centerLeased983,000
Jonesville, North CarolinaWarehouse and distribution centerOwned778,000
Montreal, CanadaAdministrative offices, warehouse and distribution centerLeased183,000
Hong Kong SAR, ChinaCorporate, Tommy Hilfiger and Calvin Klein administrative officesLeased163,000
Hawassa, EthiopiaManufacturing facilityLeased155,000
Dusseldorf, Germany
Tommy Hilfiger and Calvin Klein administrative offices and showrooms

LeasedLeased91,000
487,000 
Cypress, CaliforniaVenlo/Oud Gastel/Sevenum, The NetherlandsSpeedo administrative officesLeasedWarehouse and distribution centers69,000Leased
(2)2,653,000 
Shanghai,
McDonough, GeorgiaWarehouse and distribution centerLeased851,000 
Palmetto, GeorgiaWarehouse and distribution centerLeased983,000 
Jonesville, North CarolinaWarehouse and distribution centerOwned778,000 
Hong Kong SAR, ChinaCorporate, Tommy Hilfiger and Calvin Klein administrative officesLeasedLeased74,000
108,000 

(1)
We occupy properties in Australia since May 2019 in connection with the Australia acquisition.
(2)
Our Speedo administrative offices in Cypress, California will no longer be occupied by us following the pending sale of our Speedo North America business to Pentland, which is expected to close in the first quarter of 2020, subject to customary conditions. Please see Note 4, “Assets Held For Sale,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

In addition, as
As of February 2, 2020,January 29, 2023, we leased certain other administrative offices, showrooms and showroomswarehouse and distribution centers in various domestic and international locations. We also leased and operated as of February 2, 2020 over 1,800January 29, 2023, approximately 1,500 retail locations in the United States, Canada, Europe, Asia-Pacific and Brazil.

Information with respect to maturities of the Company’s lease liabilities in which we are a lessee is included in Note 17,16, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report.

Item 3. Legal Proceedings

We are a party to certain litigations which, in management’s judgment based, in part, on the opinions of legal counsel, will not have a material adverse effect on our financial position.


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Item 4. Mine Safety Disclosures

Not applicable.

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29



PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol “PVH.” Certain information with respect to the dividends declared on our common stock appear in the Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Non-Controlling Interest included in Item 8 of this report. Please see Note 9,8, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for a description of the restrictions to our paying dividends on our common stock. As of March 19, 2020,10, 2023, there were 562495 stockholders of record of our common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

Period             
(a) Total Number of Shares (or Units) Purchased(1)(2)
 
(b) Average Price Paid
per Share
(or Unit)(1)(2)
 
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced  Plans or Programs(1)
 
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the  Plans or Programs(1)
November 4, 2019 -        
December 1, 2019 333,392
 $97.47
 332,451
 $752,514,829
December 2, 2019 -        
January 5, 2020 381,889
 102.92
 381,441
 713,255,373
January 6, 2020 -        
February 2, 2020 307,761
 98.67
 304,259
 683,257,019
Total 1,023,042
 $99.87
 1,018,151
 $683,257,019
Period            
(a) Total Number of Shares (or Units) Purchased(1)(2)
(b) Average Price Paid
per Share
       (or Unit)(1)(2)
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs(1)
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs(1)
October 31, 2022 -  
November 27, 2022388,452 $56.34 387,400 $874,795,801 
November 28, 2022 -
January 1, 2023735,876 70.55 726,600 823,514,975 
January 2, 2023 -
January 29, 2023292 75.28 — 823,514,975 
Total1,124,620 $65.65 1,114,000 $823,514,975 
___________________

(1)
(1)The Company’s Board of Directors has authorized over time since 2015 an aggregate $3.0 billion stock repurchase program through June 3, 2026, which includes a $1.0 billion increase in the authorization and a three year extension of the program approved by the Board of Directors on April 11, 2022. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate. Purchases are made based on a variety of factors, such as price, corporate requirements and overall market conditions, applicable legal requirements and limitations, trading restrictions under our insider trading policy and other relevant factors. The program may be modified by the Board of Directors, including to increase or decrease the repurchase limitation or extend, suspend, or terminate the program, at any time, without prior notice.

(2)Our Stock Incentive Plan provides us with the right to deduct or withhold, or require employees to remit to us, an amount sufficient to satisfy any applicable tax withholding requirements applicable to stock-based compensation awards. To the extent permitted, employees may elect to satisfy all or part of such withholding requirements by tendering previously owned shares or by having us withhold shares having a fair market value equal to the minimum statutory tax withholding rate that could be imposed on the transaction. Included in this table are shares withheld during the fourth quarter of 2022 in connection with the settlement of restricted stock units to satisfy tax withholding requirements.

Our Board of Directors has authorized over time since 2015 an aggregate $2.0 billion stock repurchase program through June 3, 2023, of which $750 million was authorized on March 26, 2019. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate. Purchases are made based on a variety of factors, such as price, corporate requirements and overall market conditions, applicable legal requirements and limitations, trading restrictions under our insider trading policy and other relevant factors. The program may be modified by the Board of Directors, including to increase or decrease the repurchase limitation or extend, suspend, or terminate the program, at any time, without prior notice.

(2)
Our 2006 Stock Incentive Plan provides us with the right to deduct or withhold, or require employees to remit to us, an amount sufficient to satisfy any applicable tax withholding requirements applicable to stock-based compensation awards. To the extent permitted, employees may elect to satisfy all or part of such withholding requirements by tendering previously owned shares or by having us withhold shares having a fair market value equal to the minimum statutory tax withholding rate that could be imposed on the transaction. Included in this table are shares withheld during the fourth quarter of 2019 principally in connection with the settlement of restricted stock units to satisfy tax withholding requirements, in addition to the shares repurchased as part of the stock repurchase program discussed above.

The following performance graph and return to stockholders information shown below are provided pursuant to Item 201(e) of Regulation S-K promulgated under the Exchange Act. The graph and information are not deemed to be “filed” under the Exchange Act or otherwise subject to liabilities thereunder, nor are they to be deemed to be incorporated by reference in any filing under the Securities Act or Exchange Act unless we specifically incorporate them by reference.

    

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The performance graph compares the yearly change in the cumulative total stockholder return on our common stock against the cumulative return of the S&P 500 Index, the S&P 500 Apparel, Accessories & Luxury Goods Index, the Russell 3000 Index and the S&P 5001500 Apparel, Accessories & Luxury Goods Index for the five fiscal years ended February 2, 2020.January 29, 2023.

chart-0f73fbfcda6d5eaabee.jpgWe are no longer included in the S&P 500 Index and the S&P 500 Apparel, Accessories & Luxury Goods Index and, as a result, can no longer use them as our broad equity market and industry peer group, respectively. We now are in the Russell 3000 Index and the S&P 1500 Apparel, Accessories & Luxury Goods Index and will use them as our broad equity market index and industry peer group, respectively. The performance graph below presents all the indices used for this transition year.


Value of $100.00 invested after 5 years: 
  
Our Common Stock$79.62
S&P 500 Index$179.17
S&P 500 Apparel, Accessories & Luxury Goods Index$78.24
pvh-20230129_g1.jpg

Value of $100.00 invested after 5 years:
Our Common Stock$58.58 
Russell 3000 Index$157.61 
S&P 1500 Apparel, Accessories & Luxury Goods Index$76.93 
S&P 500 Index$160.94 
S&P 500 Apparel, Accessories & Luxury Goods Index$60.32 

Item 6. Selected Financial Data[Reserved]

Selected Financial Data appears under the heading “Five Year Financial Summary” on pages F-70 and F-71.


Not applicable.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

The following discussion and analysis is intended to help you understand us, our operations and our financial performance. It should be read in conjunction with our consolidated financial statements and the accompanying notes, which are included elsewhere in this report.

We are one of the largest global apparel companies in the world, with a history going back over 140 years and in March 2020, we marked our 100-year anniversary as ahave been listed company on the New York Stock Exchange.Exchange for over 100 years. We manage a diversified brand portfolio of iconic brands, including TOMMY HILFIGER, CALVIN KLEINCalvin Klein,Warner’s, Olga and True&Co., which are owned, Van Heusen, IZOD, ARROW,Speedo (licensed in perpetuity for North America and the Caribbean), Warner’s, Olga, True&Co. and Geoffrey Beene. Our brand portfolio also consists, which we owned through the second quarter of various2021 and now license back for certain product categories, and other owned licensed and to a lesser extent, private labellicensed brands. We entered intoalso had a definitive agreement on January 9, 2020 to sell our Speedo North America business to Pentland and, upon closing of the sale, we will no longerperpetual license thefor Speedo trademark. The Speedo transaction is expected to close in North America and the first quarter ofCaribbean until April 6, 2020. The closing is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which has been received.
    
Our business strategy is to position our brands to sell globally at various price pointsWe generated revenue of $9.0 billion, $9.2 billion and $7.1 billion in multiple channels of distribution. This enables us to offer products to a broad range of consumers, while minimizing competition among our brands2022, 2021 and reducing our reliance on any one demographic group, product category, price point, distribution channel or region. We also license the use2020 respectively. Over 65% of our trademarks to third partiesrevenue in 2022, 2021 and joint ventures for product categories and in regions where we believe our licensees’ expertise can better serve our brands.

Our revenue was $9.9 billion in 2019, of which over 50%2020 was generated outside of the United States. Our global lifestyleiconic brands, TOMMY HILFIGER and CALVIN KLEINHILFIGER and CalvinKlein, together generated approximatelyover 90% of our revenue during each of 2022 and 2021, and over 85% of our revenue during 2020. Our business was significantly negatively impacted by the COVID-19 pandemic during 2020, resulting in an unprecedented material decline in revenue. Revenue in 2021 and 2022 continued to be negatively impacted by the pandemic and related supply chain and logistics disruptions, although to a much lesser extent than in 2020.

PVH+ Plan

At our April 2022 Investor Day, we introduced the PVH+ Plan, our multi-year, strategic plan to drive brand-, digital- and direct-to-consumer-led growth and financial performance for sustainable, long-term profitable growth and value creation. The PVH+ Plan builds on our core strengths and connects Calvin Klein and TOMMY HILFIGER closer to the consumer than ever before through five key drivers: (1) win with product, (2) win with consumer engagement, (3) win in the digitally-led marketplace, (4) develop a demand- and data-driven operating model, and (5) drive efficiencies and invest in growth. These five foundational drivers apply to each of our businesses and are activated in the regions to meet the unique expectations of our consumers around the world.

RESULTS OF OPERATIONS

War in Ukraine

As a result of the war in Ukraine, we announced in March 2022 that we were temporarily closing stores and pausing commercial activities in Russia and Belarus. In the second quarter of 2022, we made the decision to exit from our Russia business, including the closure of our retail stores in Russia and the cessation of our wholesale operations in Russia and Belarus. Additionally, while we have no direct operations in Ukraine, virtually all of our wholesale customers and franchisees in Ukraine were impacted during 2022, which resulted in a reduction in shipments to these customers and canceled orders.

We recorded net pre-tax costs of $43 million in 2022 in connection with our decision to exit from the Russia business, consisting of (i) $44 million of noncash asset impairments, (ii) $5 million of contract termination and other costs and (iii) $2 million of severance, partially offset by an $8 million gain related to the early termination of certain store lease agreements in Russia. Please see Note 17, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

In addition, our revenue in 2022 reflected a reduction of approximately $122 million compared to the prior year, as a result of the war in Ukraine. Our net income in 2022 also reflected a reduction of approximately $41 million,apart from the $43 million of net pre-tax costs discussed above, as well as the related tax impact, as compared to the prior year.Approximately 2% of our revenue in 2021 was generated in Russia, Belarus and Ukraine.

The war also has led to, and may lead to further, broader macroeconomic implications, including the weakening of the euro against the United States dollar for a significant portion of 2022, increases in fuel prices and volatility in the financial markets, as well as a decline in consumer spending. There is significant uncertainty regarding the extent to which the war and its broader macroeconomic implications, including the potential impacts on the broader European market, will impact our business, financial condition and results of operations in 2023.

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Inflationary pressures

We believe inflationary pressures have negatively impacted our revenue and earnings in 2022, including (i) increased costs of labor, raw materials and freight and (ii) beginning late in the second quarter of 2022, a slowdown in consumer demand for our products. We implemented price increases in certain regions and for certain product categories during 2022 to mitigate the higher costs. However, the slowdown in consumer demand has also resulted in an increased promotional environment as consumers reduced discretionary spend and certain wholesale customers have taken a more cautious approach, particularly in North America and to a lesser extent in Europe. We expect inflationary pressures to continue to negatively impact our revenue and earnings into 2023.

COVID-19 OutbreakPandemic Update

The COVID-19 outbreak is havingpandemic has had a significant impact on our business, financial condition, cash flows and results of operations, financial condition and cash flows from operations. We currently do not expect the pandemic to have a significant impact on us in 2020.2023.

Virus-related concerns, reduced travel, temporary store closures and government-imposed restrictions have resulted in sharply reduced traffic and consumer spending trends and sales stoppages in our retail stores and in the storesVirtually all of our wholesale customers in virtually all key markets duringstores were temporarily closed for varying periods of time throughout the first quarter and into the second quarter of 2020. In addition, our supply chain had been disruptedMost stores reopened in June 2020 but operated at significantly reduced capacity. Our stores in Europe and may experience future disruptions as a result of either closed factories or factories with reduced workforces. Our licensees’ sales and their supply chain are also being negatively impacted by the COVID-19 outbreak, which in turn negatively impacts our royalty revenue.

There isNorth America continued to face significant uncertainty about the duration and extent of the impact of the COVID-19 outbreak; however, there will be a significant negative impact to our 2020 revenue and net income.

Further, our fourth quarter of 2019 earnings were negatively impacted compared to the prior year period by $22 million of additional inventory reserves that we recorded in anticipation of the lower sales trends projected inpressure throughout 2020 as a result of the pandemic, with the majority of our stores in Europe and Canada closed during the fourth quarter.

Our stores continued to be impacted during 2021 by the pandemic, including temporary closures of our stores in Europe, Canada, Japan, Australia and China for varying periods. Further, a significant percentage of our stores globally were operating on reduced hours during the fourth quarter of 2021 as a result of increased levels of associate absenteeism due to the pandemic.

COVID-related pressures continued into 2022, although to a much lesser extent than in 2021 in all regions except China. Strict lockdowns in China resulted in extensive temporary store closures and significant reductions in consumer traffic and purchasing, as well as have impacted certain warehouses, which resulted in the temporary pause of deliveries to our wholesale customers and from our digital commerce businesses in the first half of 2022. COVID-related restrictions in China were lifted at the end of the fourth quarter of 2022.

In addition, our North America stores have been challenged by the significant decrease in international tourists coming to the United States since the onset of the pandemic. While the impact has continuously improved since 2020, we expect international tourists shopping in our stores in 2023 will continue to be below 2019 levels. Stores located in international tourist destinations have historically represented a significant portion of this business.

Our brick and mortar wholesale customers and our licensing partners also have experienced significant business disruptions as a result of the pandemic, with several of our North America wholesale customers filing for bankruptcy in 2020. Our wholesale customers and franchisees globally generally have experienced temporary store closures and operating restrictions and obstacles in the same countries and at the same times as us.

Our digital channels, which have historically represented a less significant portion of our overall business, experienced exceptionally strong growth during 2020 and into the first quarter of 2021, both with respect to sales to our traditional and pure play wholesale customers, as well as within our own directly operated digital commerce businesses across all brand businesses and regions. Digital growth was less pronounced during the remainder of 2021 as stores reopened and capacity restrictions lessened. Sales through digital channels decreased 12% in 2022 compared to exceptionally strong revenue in 2021, inclusive of a negative impact of approximately 8% related to foreign currency translation. We currently expect our sales through digital channels as a percentage of total revenue in 2023 to remain consistent with 2022 levels at approximately 20%.

In addition, the pandemic has impacted our supply chain partners, including third party manufacturers, logistics providers and other vendors, as well as the supply chains of our licensees. The vessel, container and other transportation shortages, labor shortages and port congestion globally, as well as production delays in some of our key sourcing countries delayed product orders, particularly during the second half of 2021 and into the first half of 2022, and, in turn, deliveries to our wholesale customers and availability in our stores and for our directly operated digital commerce businesses. These supply chain and logistics disruptions impacted our inventory levels, including in-transit goods, and our sales volumes. These impacts significantly improved in the second half of 2022. We incurred beginning in the second half of 2021 and through the first half of 2022 higher air freight and other logistics costs in connection with these disruptions. To mitigate the supply chain and logistics disruptions, we increased our core product inventory levels.
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The impacts of the COVID-19 outbreak.pandemic resulted in an unprecedented material decline in our revenue and earnings in 2020, including $1.021 billion of pre-tax noncash impairment charges recognized during the year, primarily related to goodwill, tradenames and other intangible assets, and store assets. We took the following actions, starting in the first quarter of 2020, to reduce operating expenses in response to the pandemic and the evolving retail landscape: (i) reducing payroll costs, including temporary furloughs, salary and incentive compensation reductions, decreased working hours, and hiring freezes, as well as taking advantage of COVID-related government payroll subsidy programs primarily in international jurisdictions, (ii) eliminating or reducing expenses in all discretionary spending categories and (iii) reducing rent expense through rent abatements negotiated with landlords for certain stores affected by temporary closures.

Outlook Uncertainty due to War in Ukraine and Inflation

There continues to be significant uncertainty in the current macroeconomic environment due to inflationary pressures globally, the war in Ukraine and foreign currency volatility. Our 2023 outlook assumes no material worsening of current conditions. Our revenue and earnings in 2023 may be subject to significant material change based on changes in these and other factors.

Operations Overview

We generate net sales from (i) the wholesale distribution to traditional retailers (both for stores and digital operations), pure play digital commerce retailers, franchisees, licensees and distributors of dress shirts, neckwear,branded sportswear (casual apparel), jeanswear, performance apparel, intimate apparel, underwear, swimwear, swim products,dress shirts, neckwear, handbags, accessories, footwear and other related products under owned and licensed trademarks, including through digital commerce sites operated by our wholesale partners and pure play digital commerce retailers, and (ii) the sale of certain of these products through (a) approximately 1,8301,500 Company-operated free-standing retail store locations worldwide under our TOMMY HILFIGER, CALVIN KLEIN and certain of our heritage brands Calvin Klein trademarks, (b) approximately 1,500 1,300Company-operated shop-in-shop/concession locations worldwide under our TOMMY HILFIGER and CALVIN KLEINCalvin Klein trademarks, and (c) digital commerce sites in over 30 countriesworldwide, under our TOMMY HILFIGER and CALVIN KLEINCalvin Klein trademarks and in the United States through our directly operated digital commerce sites for trademarks.Speedo, True&Co., Van Heusen, and IZOD, as well as our


styleBureau.com site. Additionally, we generate royalty, advertising and other revenue from fees for licensing the use of our trademarks. We manage our operations through our operating divisions, which are presented as sixthe following reportable segments: (i) Tommy Hilfiger North America; (ii) Tommy Hilfiger International; (iii) Calvin Klein North America; (iv) Calvin Klein International; (v) Heritage Brands Wholesale; and, (vi) through the second quarter of 2021, Heritage Brands Retail. Our Heritage Brands Retail segment has ceased operations.
        
We have entered intoThe following actions, transactions and events, in addition to the following transactions thatexit from our Russia business and the impacts from the COVID-19 pandemic as discussed above, have impacted our results of operations and the comparability among the years, including our 2020full year 2023 expectations, as compared to 2019, as discussed below:

We entered into a definitive agreement on January 9, 2020 to sell our Speedo North America business to Pentland for $170 million in cash, subject to a working capital adjustment, as described above. We recorded a pre-tax noncash loss of $142 million in the fourth quarter of 2019 related to the Speedo transaction and expected deconsolidation of the net assets of the business, consisting of (i) a noncash impairment of our perpetual license right for the Speedo trademark and (ii) a noncash loss to reduce the carrying value of the business to its estimated fair value, less costs to sell.

We entered into agreements on July 3, 2019 to terminate early the licenses for the global Calvin Klein and Tommy Hilfiger North America socks and hosiery businesses in order to consolidate the socks and hosiery businesses for all of our brands in the United States and Canada in a newly formed joint venture, PVH Legwear, in which we own a 49% economic interest, and to bring in-house the international Calvin Klein socks and hosiery wholesale businesses. PVH Legwear was formed with a wholly owned subsidiary of our former Heritage Brands socks and hosiery licensee, and licenses from us the rights to distribute and sell TOMMY HILFIGER, CALVIN KLEIN, IZOD, Van Heusen and Warner’s socks and hosiery beginning in December 2019. We recorded a pre-tax charge of $60 million during 2019 in connection with these agreements.

We completed the Australia and TH CSAP acquisitions in the second quarter of 2019. The Australia acquisition closed on May 31, 2019. Prior to the closing, we, along with Gazal, jointly owned and managed a joint venture, PVH Australia, which licensed and operated businesses under the TOMMY HILFIGER, CALVIN KLEIN and Van Heusen brands, along with other owned and licensed brands. PVH Australia came under our full control as a result of the Australia acquisition and we now operate directly those businesses. The aggregate net purchase price for the shares acquired was $59 million, net of cash acquired and after taking into account the proceeds from the divestiture to a third party of an office building and warehouse owned by Gazal in June 2019. We completed the TH CSAP acquisition on July 1, 2019 for $74 million, as a result of which we now operate directly the Tommy Hilfiger retail business in the Central and Southeast Asia market. Please see Note 3, “Acquisitions,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

InWe recorded a pre-tax noncash goodwill impairment charge of $417 million in the third quarter of 2022 in conjunction with our annual goodwill and other indefinite-lived intangible asset impairment testing. The impairment was non-operational and driven by a significant increase in discount rates as a result of then-current economic conditions. Please see Note 7, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

We announced in August 2022 plans to reduce people costs in our global offices by approximately 10% by the end of 2023 to drive efficiencies and enable continued strategic investments to fuel growth, including in digital, supply chain and consumer engagement (the “2022 cost savings initiative”), which is expected to result in annual cost savings of approximately $100 million, net of continued strategic people investments. We recorded pre-tax costs of $20 million during 2022, consisting of severance related to initial actions taken under the plans. We expect to incur additional costs in 2023 in connection with the Australia2022 cost savings initiative, however the additional costs are not known at this time. Please see Note 17, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

We completed the sale of our approximately 8% economic interest in Karl Lagerfeld Holding B.V. (“Karl Lagerfeld”) to a subsidiary of G-III (the “Karl Lagerfeld transaction”) on May 31, 2022 for approximately $20 million in cash, subject to customary adjustments, with $1 million of the proceeds held in escrow. We recorded a pre-tax gain of $16 million in the second quarter of 2022 in connection with the transaction. Please see Note 5, “Investments in Unconsolidated Affiliates,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

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We completed the sale of certain of our heritage brands trademarks, including VanHeusen, IZOD, ARROW and TH CSAP acquisitions, weGeoffreyBeene, as well as certain related inventories of our Heritage Brands business with a net carrying value of $98 million, to ABG and other parties, on the first day of the third quarter of 2021 for net proceeds of $216 million. We recorded an aggregate net pre-tax gain of $83$113 million during 2019, includingin the third quarter of 2021 in connection with the transaction, consisting of (i) a noncash gain of $113$119 million, which represented the excess of the amount of consideration received over the carrying value of the net assets, less costs to write upsell, and a net gain on our existing equity investments in Gazal and PVH Australia to fair value,retirement plans associated with the transaction, partially offset by (ii) $21$6 million of pre-tax costs, primarily consisting of noncash valuation adjustments and one-time expenses recorded on our equity investments in Gazal and PVH Australia prior to the Australia acquisition closing, and (iii) a $9 million expense recorded in interest expense, net resulting from the remeasurement of our mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition.

We entered into a licensing agreement on May 30, 2019 with G-III for the design, production and wholesale distribution of CALVIN KLEIN JEANS women’s jeanswear collections in the United States and Canada, which resulted in the discontinuation of our directly operated Calvin Klein North America women’s jeanswear wholesale business in 2019.

We refinanced on April 29, 2019 our senior credit facilities and recorded pre-tax debt modification and extinguishment charges of $5 million.severance costs. Please see Note 3, “Acquisitions and Divestitures,” in the section entitled “Liquidity and Capital Resources” belowNotes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

We closed our discussion.TOMMY HILFIGER flagship and anchor stores in the United States (the “TH U.S. store closures”)in the first quarter of 2019 and recorded pre-tax costs of $55 million, primarily consisting of noncash lease asset impairments. Please see Note 12, “Fair Value Measurements,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of the noncash lease asset impairments.

We announced on January 10, 2019 a restructuring in connection with strategic changes for ourCalvin Klein business (the “Calvin Klein restructuring”). The strategic changes included (i) the closure of the CALVIN KLEIN 205 W39 NYC brand (formerly Calvin Klein Collection), (ii) the closure of the flagship store on Madison Avenue in New York, New


York
(collectively with (i), the “CK Collection closure”), (iii) the restructuringWe announced in March 2021 plans to reduce our workforce, primarily in certain international markets, and to reduce our real estate footprint, including reductions in office space and select store closures, which have resulted in annual cost savings of the Calvin Klein creative and design teams globally, and (iv) the consolidation of operations for the men’s Calvin Klein Sportswear and Calvin Klein Jeans businesses. All costs related to this restructuring were incurred by the end of 2019. approximately $60 million. We recorded pre-tax costs of $103$48 million during 2019 in connection with the Calvin Klein restructuring,2021 consisting of a $30 million noncash lease asset impairment resulting from the closure of the flagship store on Madison Avenue in New York, New York, $26 million of contract termination and other costs, $26 million of severance, $9 million of other noncash asset impairments and $13 million of inventory markdowns. We recorded pre-tax costs of $41 million in the fourth quarter of 2018, consisting of $27 million of severance, $7(i) $28 million of noncash asset impairments, (ii) $16 million of severance and (iii) $4 million of contract termination and other costs. All costs and $2 millionrelated to these actions were incurred by the end of inventory markdowns.2021. Please see Note 18,17, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

We acquired on April 20, 2018 the Geoffrey Beene tradename from Geoffrey Beene for $17 million, of which $16 million was paid in cash. Prior to the acquisition, we had licensed the rights to design, market and distribute Geoffrey Beene dress shirts and neckwear from Geoffrey Beene.

We issued on December 21, 2017 €600announced in July 2020 plans to streamline our North American operations to better align our business with the evolving retail landscape including (i) a reduction in our office workforce by approximately 450 positions, or 12%, across all three brand businesses and corporate functions (the “North America workforce reduction”), which has resulted in annual cost savings of approximately $80 million, euro-denominated principal amountand (ii) the exit from our Heritage Brands Retail business, which was substantially completed in the second quarter of 3 1/8% senior notes due December 15, 2027. We redeemed on January 5, 2018 our $700 million principal amount of 4 1/2% senior notes due December 15, 2022 (using the proceeds of the senior notes due December 15, 2027) and recorded pre-tax debt extinguishment charges of $24 million. Please see the section entitled “Liquidity and Capital Resources” below for further discussion.

We amended on December 20, 2017 Mr. Tommy Hilfiger’s employment agreement, pursuant to which we made a cash buyout of a portion of the future payment obligation (the “Mr. Hilfiger amendment”).2021. We recorded pre-tax chargescosts of $83$21 million in 2017during 2021 in connection with the amendment.

We restructured our supply chain relationship with Li & Fung Trading Limited (“Li & Fung”) in a transaction that closed on September 30, 2017. Our non-exclusive buying agency agreement with Li & Fung was terminated in connection with this transaction (the “Li & Fung termination”).exit from the Heritage Brands Retail business, consisting of (i) $11 million of severance and other termination benefits, (ii) $6 million of accelerated amortization of lease assets and (iii) $4 million of contract termination and other costs. We recorded pre-tax chargescosts of $54$69 million in 2017 in connection withduring 2020, including (i) $40 million related to the termination.

We acquired on September 1, 2017 the Tommy HilfigerNorth America workforce reduction, primarily consisting of severance, and Calvin Klein wholesale and concessions businesses in Belgium and Luxembourg from a former agent (the “Belgian acquisition”) for $12 million. As a result of this acquisition, we now operate directly our Tommy Hilfiger and Calvin Klein businesses in this region.

We acquired on March 30, 2017 True & Co., a direct-to-consumer intimate apparel digital-centric retailer, for $28 million, net of $400,000 of cash acquired. This acquisition enabled us to participate further in the fast-growing online channel and provided a platform to increase innovation, data-driven decisions and speed in the way we serve our consumers across our channels of distribution.

We completed the relocation of our Tommy Hilfiger office in New York in 2017 and recorded related pre-tax charges of $19 million, including noncash depreciation expense.

We purchased a group annuity in 2017 for certain participants of our retirement plans under which certain of our benefit obligations were transferred to an insurer. We recorded a pre-tax loss of $9(ii) $29 million in connection with the exit from the Heritage Brands Retail business, consisting of $15 million of severance, $7 million of noncash settlementasset impairments and $7 million of such benefit obligations.accelerated amortization of lease assets and other costs. All costs related to the North America workforce reduction were incurred by the end of 2020. All costs related to the exit from the Heritage Brands Retail business were incurred by the end of 2021. Please see Note 17, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

We licensed SpeedoWe acquired on April 13, 2016 the 55% ownership interests in our former joint venture for North America and the Caribbean until April 2020, at which time we sold the Speedo North America business to Pentland, the parent company of the Speedo brand, for net proceeds of $169 million (the “Speedo transaction”). Upon the closing of the transaction, we deconsolidated the net assets of the Speedo North America business and no longer licensed the Speedo trademark. We recorded a pre-tax noncash loss of $142 million in the fourth quarter of 2019, when the Speedo transaction was announced, consisting of (i) a noncash impairment of our perpetual license right for the Speedo trademark and (ii) a noncash loss to reduce the carrying value of the business to its estimated fair value, less costs to sell. In connection with the closing of the Speedo transaction, we recorded an additional pre-tax noncash net loss of $3 million in the first quarter of 2020, consisting of (i) a $6 million noncash loss resulting from the remeasurement of the loss recorded in the fourth quarter of 2019, primarily due to changes to the net assets of the Speedo North America business subsequent to February 2, 2020, partially offset by (ii) a $3 million gain on our retirement plans. Please see Note 3, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

We also announced in November 2022 that we extended most of our licensing agreements with G-III for Calvin Klein and TOMMY HILFIGER in the United States and Canada, largely pertaining to the women’s apparel product categories sold at wholesale in North America. These agreements now have staggered expirations from the end of 2023 through 2027. Upon expiration, we intend to bring most of the licensed product categories in-house and directly operate these businesses.

TOMMY HILFIGER in China that we did not already own (the “TH China acquisition”). As a result of the TH China acquisition, we now operate directly our Tommy Hilfiger business in this market. We recorded pre-tax charges of $24 million and $27 million in 2018 and 2017, respectively, primarily consisting of noncash amortization of short-lived assets.

Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk. Our Heritage Brands business also has international components but those components are not significant to the business. Our results of operations in local foreign currencies are translated into United States dollars using an average exchange rate over the representative period. Accordingly, our results of operations are unfavorably impacted during times of a strengthening United States dollar against the foreign currencies in which we generate significant revenue and earnings and favorably impacted during times of a weakening United States dollar against those currencies. Over 50%65% of our 20192022 revenue was subject to foreign currency translation. The United States dollar strengthenedweakened against most major currencies


in the latter part of 2018 and in 2019, particularly the euro, which is the foreign currency in which we transact the most business. As a result, our 2019business, in the latter half of 2020 and in the first half of 2021, but then strengthened in the second half of 2021. The United States dollar continued to strengthen against the euro, as well as against
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most major currencies, during the first nine months of 2022, but then began to weaken in the fourth quarter of 2022 and into 2023. Our 2022 revenue and net income decreased by approximately $215$630 million and $25$70 million, respectively, as compared to 20182021 due to the impact of foreign currency translation. WeHowever, we currently expect a decrease in our 2023 revenue and net income in 2020to increase by approximately $70 million and $10 million, respectively, as compared to 20192022 due to the impact of foreign currency translation.

There also is also a transactional impact of foreign exchange on our financial results because inventory typically is purchased in United States dollars by our foreign subsidiaries. As with translation, ourOur results of operations will be unfavorably impacted during times of a strengthening United States dollar, as the increased local currency value of inventory results in a higher cost of goods in local currency when the goods are sold, and favorably impacted during times of a weakening United States dollar, as the decreased local currency value of inventory results in a lower cost of goods in local currency when the goods are sold. We use foreign currency forward exchange contracts to hedge against a portion of the exposure related to this transactional impact. The contracts cover at least 70% of the projected inventory purchases in United States dollars by our foreign subsidiaries. These contracts are generally entered into 12 months in advance of the related inventory purchases. Therefore, the impact of fluctuations of the United States dollar on the cost of inventory purchases covered by these contracts may be realized in our results of operations in the year following their inception, as the underlying inventory hedged by the contracts is sold. Our 20192022 net income included a slight benefitdecreased by approximately $25 million as compared to 2018 as a result of this transactional impact. However, the unfavorable impact of a strengthening United States dollar against most major currencies in the latter part of 2018 and in 2019, particularly the euro, is expected to negatively impact our gross margin during 2020. Additionally, there is a transactional impact related to changes in SG&A expenses as a result of fluctuations in foreign currency exchange rates. We currently expect a decrease in our net income in 2020 as compared to 20192021 due to the transactional impact.impact of foreign currency.We currently expect our 2023 net income to decrease by approximately $75 million as compared to 2022 due to the transactional impact of foreign currency with an expected negative impact to our 2023 gross margin of approximately 100 basis points.

Further, weWe also have exposure to changes in foreign currency exchange rates related to our €950 million€1.125 billion aggregate principal amount of euro-denominated senior notes that we had issuedare held in the United States. The strengthening of the United States dollar against the euro would require us to use a lower amount of our cash flows from operations to pay interest and make long-term debt repayments, whereas the weakening of the United States dollar against the euro would require us to use a greater amount of our cash flows from operations to pay interest and make long-term debt repayments. We designated the carrying amount of these euro-denominated senior notes that we had issued in the United Statesby PVH Corp., a U.S.-based entity, as net investment hedges of our investments in certain of our foreign subsidiaries that use the euro as their functional currency. As a result, the remeasurement of these foreign currency borrowings at the end of each period is recorded in equity.

Retail comparable store sales discussed below refer to sales from Company-operated retail storesWe conduct business in Turkey where the cumulative inflation rate surpassed 100% for the three-year period that ended during the first quarter of 2022. The impact of currency devaluation in countries experiencing high inflation rates, as is the case in Turkey, can unfavorably impact our results of operations. Since the first day of the second quarter of 2022, we have been open and operated by usaccounting for at least 12 months,our operations in Turkey as well as sales from Company-operated digital commerce sites for those businesses and regions that have operated the related digital commerce site for at least 12 months. Sales from retail stores and Company-operated digital commerce sites that are closed or shut down during the year are excluded from the calculation of retail comparable store sales. Sales for retail stores that are relocated, materially altered in size or closed for a prolonged period of time and sales from Company-operated digital commerce sites that are materially altered are also excluded from the calculation of retail comparable store sales until such stores or sites have been in their new location or in their newly renovated state, as applicable, for at least 12 months. Retail comparable store sales are based on local currencies and comparable weeks.highly inflationary. As a result, we have changed the functional currency of our subsidiary in Turkey from the 53rd weekTurkish lira to the euro, which is the functional currency of its parent. The required remeasurement of our monetary assets and liabilities denominated in 2017, the 2018 retail comparable store sales are more appropriately compared with the 52 week period ended February 4, 2018 (which excludes for this purpose the first weekTurkish lira into euro did not have a material impact on our results of 2017).operations during 2022. As such, all 2018 retail comparable store sales are presented on this shifted basis.of January 29, 2023, net monetary assets denominated in Turkish lira represented less than 1% of our total net assets.


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The following table summarizes our income statements of operations in 2019, 20182022, 2021 and 2017:2020:
 202220212020
(Dollars in millions)  
Net sales$8,545 $8,724 $6,799 
Royalty revenue372 340 260 
Advertising and other revenue107 91 74 
Total revenue9,024 9,155 7,133 
Gross profit5,123 5,324 3,777 
% of total revenue56.8 %58.2 %53.0 %
SG&A expenses4,377 4,454 3,983 
% of total revenue48.5 %48.7 %55.8 %
Goodwill and other intangible asset impairments417 — 933 
Non-service related pension and postretirement income(92)(64)(76)
Other (gain) loss, net— (119)
Equity in net income (loss) of unconsolidated affiliates50 24 (5)
Income (loss) before interest and taxes471 1,077 (1,072)
Interest expense90 109 125 
Interest income
Income (loss) before taxes388 973 (1,193)
Income tax expense (benefit)188 21 (56)
Net income (loss)200 952 (1,137)
Less: Net loss attributable to redeemable non-controlling interest— (0)(1)
Net income (loss) attributable to PVH Corp.$200 $952 $(1,136)
 2019 2018 2017
(Dollars in millions)     
Net sales$9,400
 $9,154
 $8,439
Royalty revenue380
 376
 366
Advertising and other revenue129
 127
 109
Total revenue9,909
 9,657
 8,915
Gross profit5,388
 5,308
 4,894
% of total revenue54.4% 55.0% 54.9%
SG&A4,715
 4,433
 4,245
% of total revenue47.6% 45.9% 47.6%
Non-service related pension and postretirement cost90
 5
 3
Debt modification and extinguishment costs5
 
 24
Other noncash loss, net29
 
 
Equity in net income of unconsolidated affiliates10
 21
 10
Income before interest and taxes559
 892
 632
Interest expense120
 121
 128
Interest income5
 5
 6
Income before taxes444
 776
 510
Income tax expense (benefit)29
 31
 (26)
Net income415
 745
 536
Less: Net loss attributable to redeemable non-controlling interest(2) (2) (2)
Net income attributable to PVH Corp.$417
 $746
 $538

Total Revenue

Total revenue was $9.909$9.024 billion in 2019, $9.6572022, $9.155 billion in 20182021 and $8.915$7.133 billion in 2017. Revenue in 2017 included the benefit of a 53rd week.2020. The increasedecrease in revenue of $252$130 million, or 3%1%, in 20192022 as compared to 2018 was due principally to2021 included (i) a 7% negative impact of foreign currency translation, (ii) 2% reduction resulting from the net effectHeritage Brands transaction and the exit from the Heritage Brands Retail business and (iii) a 1% reduction resulting from the impact of the following items:war in Ukraine, including closures of our stores in Russia, the cessation of wholesale shipments to Russia and Belarus, and a reduction in wholesale shipments to Ukraine, and included the following:

The net addition of an aggregate $367 million of revenue, or an 8% increase over the prior year, attributable to our Tommy Hilfiger International and Tommy Hilfiger North America segments, which included a negative impact of $129 million, or 3%, related to foreign currency translation. Tommy Hilfiger International segment revenue increased 15% (including a 5% negative foreign currency impact), driven principally by outperformance in Europe and the addition of revenue resulting from the Australia and TH CSAP acquisitions. Tommy Hilfiger International comparable store sales increased 9%, including a benefit of 4% from sales on our digital commerce sites. Revenue in our Tommy Hilfiger North America segment decreased 1%, as growth in the North America wholesale business was more than offset by a 6% decline in Tommy Hilfiger North America comparable store sales due to weakness in traffic and consumer spending trends, especially in stores located in international tourist locations.

The net reduction of an aggregate $63$46 million of revenue, or a 2%1% decrease compared to the prior year, attributable to our Tommy Hilfiger International and Tommy Hilfiger North America segments, which included a negative impact of $387 million, or 8%, related to foreign currency translation. Tommy Hilfiger International segment revenue decreased 4% (including an 11% negative foreign currency impact). Revenue in our Tommy Hilfiger North America segment increased 9%.

The addition of an aggregate $123 million of revenue, or a 3% increase compared to the prior year, attributable to our Calvin Klein International and Calvin Klein North America segments, which included a negative impact of $85$232 million, or 2%6%, related to foreign currency translation. Calvin Klein International segment revenue increased 3%1% (including a 4%10% negative foreign currency impact), as continued solid growth in Europe and the addition of revenue resulting from the Australia acquisition were partly offset by the negative impacts of (i) softness experienced in Asia due, in part, to the business disruptions caused by the protests in Hong Kong SAR and the trade tensions between the United States and China and (ii) the reduction of revenue resulting from the CK Collection closure. Calvin Klein International comparable store sales decreased 1%. Revenue in our Calvin Klein North America segment decreased 7%, driven by the effect of the G-III license and a 2% decrease in Calvin Klein North America comparable store sales due to weakness in traffic and consumer spending trends, especially in stores located in international tourist locations.increased 8%.

The reduction of an aggregate $52$207 million of revenue, or a 3%26% decrease compared to the prior year, attributable to our Heritage Brands RetailWholesale and Heritage Brands WholesaleRetail segments, primarily due to weakness inwhich included a 25% decline resulting from the North America wholesale businessHeritage Brands transaction and the exit from the Heritage Brands Retail business.

Our 2022 revenue through our direct-to-consumer distribution channel decreased 1%, including a 7% negative foreign currency impact and a 2% declinereduction resulting from the exit of the Heritage Brands Retail business. Sales through our directly operated digital commerce businesses decreased 7% in comparable store sales.2022, including an 8% negative foreign currency impact, following exceptionally strong growth in 2021. Our sales through digital channels, including the digital businesses of our traditional and

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pure play wholesale customers and our directly operated digital commerce businesses was approximately 20% of total revenue in 2022. Our revenue through our wholesale distribution channel decreased 3% in 2022, inclusive of a 7% negative foreign currency impact and a 2% reduction resulting from the Heritage Brands transaction.

Revenue in 2020 was significantly negatively impacted by the COVID-19 pandemic as discussed above. The increase in revenue of $742 million,$2.022 billion, or 8%28%, in 20182021 as compared to 2017 was due principally to2020 included the effect of the following items:following:

The addition of an aggregate $451 million$1.067 billion of revenue, or a 12%29% increase overcompared to the prior year, attributable to our Tommy Hilfiger International and Tommy Hilfiger North America segments, which included the additiona positive impact of $49$74 million, or 1%2%, related to the impact of foreign currency translation. Tommy Hilfiger International segment revenue increased 15%32% (including a 2% positive foreign currency impact), driven by strong performance across all regions and channels. Tommy Hilfiger International comparable store sales increased 13%. Revenue in our Tommy Hilfiger North America segment increased 6%, principally attributable to strength in the wholesale business and a 5% increase in Tommy Hilfiger North America comparable store sales.22%.

The addition of an aggregate $270 million$1.022 billion of revenue, or an 8%a 39% increase overcompared to the prior year, attributable to our Calvin Klein International and Calvin Klein North America segments, which included the additiona positive impact of $12$60 million, or 2%, related to the impact of foreign currency translation. Calvin Klein International segment revenue increased 10%, driven by growth in Europe and Asia. Calvin Klein International comparable store sales increased 5%39% (including a 3% positive foreign currency impact). Revenue in our Calvin Klein North America segment increased 5% primarily as a result of growth in the wholesale business and a 1% increase in Calvin Klein North America comparable store sales.38%.

The additionreduction of an aggregate $21$67 million of revenue, or a 1% increase overan 8% decrease compared to the prior year, attributable to our Heritage Brands RetailWholesale and Heritage Brands Wholesale segments. Comparable store salesRetail segments, which included a 27% decline resulting from (i) the Heritage Brands transaction, (ii) the exit from the Heritage Brands Retail business, and (iii) the April 2020 closing of the Speedo transaction.

Our revenue through our direct-to-consumer distribution channel in 2021 increased 1%.

There is significant uncertainty with respect18%, inclusive of a 2% positive foreign currency impact and a 3% reduction from the exit of the Heritage Brands Retail business. Sales through our directly operated digital commerce businesses increased 15% in 2021, including a 2% positive foreign currency impact, as compared to the impact ofprior year following exceptionally strong growth in 2020. Our sales through digital channels, including the COVID-19 outbreak on our business and thedigital businesses of our licenseestraditional and other business partners. pure play wholesale customers and our directly operated digital commerce businesses was approximately 25% of total revenue in 2021. Our revenue through our wholesale distribution channel increased 38% in 2021, inclusive of a 3% positive foreign currency impact offset by a 3% reduction from the Heritage Brands transaction.

We currently expect that revenue will decrease significantly in 2020for the full year 2023 to increase approximately 3% to 4% compared to 2019,2022, inclusive of a negative impactthe positive impacts of approximately 1% related to foreign currency translation primarily dueand less than 1% related to the negative impacts to our businesses caused by the COVID-19 outbreak. Revenue53rd week in 2020 is also expected to decrease by approximately $150 million due to the aggregate net effect of reductions resulting from (i) the Speedo transaction, which is expected to close in the first quarter of 2020, and (ii) the G-III license, which commenced in 2019, partially offset by an addition of revenue resulting from (iii) the Australia and TH CSAP acquisitions, which closed in the second quarter of 2019.2023.

Gross Profit

Gross profit is calculated as total revenue less cost of goods sold and gross margin is calculated as gross profit divided by total revenue. Included as cost of goods sold are costs associated with the production and procurement of product, such as inbound freight costs, purchasing and receiving costs and inspection costs. Also included as cost of goods sold are the amounts recognized on foreign currency forward exchange contracts as the underlying inventory hedged by such forward exchange contracts is sold. Warehousing and distribution expenses are included in selling, general and administrative (“SG&A&A”) expenses. All of our royalty, advertising and other revenue is included in gross profit because there is no cost of goods sold associated with such revenue. As a result, our gross profit may not be comparable to that of other entities.

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The following table shows our revenue mix between net sales and royalty, advertising and other revenue, as well as our gross margin for 2019, 20182022, 2021 and 2017:2020:
202220212020
Components of revenue:   
Net sales94.7 %95.3 %95.3 %
Royalty, advertising and other revenue5.3 4.7 4.7 
Total100.0 %100.0 %100.0 %
Gross margin56.8 %58.2 %53.0 %
 2019 2018 2017
Components of revenue:     
Net sales94.9% 94.8% 94.7%
Royalty, advertising and other revenue5.1
 5.2
 5.3
Total100.0% 100.0% 100.0%
Gross margin54.4% 55.0% 54.9%


Gross profit in 20192022 was $5.388$5.123 billion, or 54.4%56.8% of total revenue, as compared to $5.308$5.324 billion, or 55.0%58.2% of total revenue, in 2018.2021. The 60140 basis point decrease in gross margin decrease was principallyprimarily driven by (i) a gross margin decline in our Tommy Hilfiger North America business due to more promotional sellinghigher product, freight and other logistics costs as compared to the prior year, (ii) the impact of additional inventory reserves recorded in the fourth quarter of 2019 in anticipation of lower 2020 sales trends as a result of inflationary pressures and the onsetsupply chain and logistics disruptions, and (ii) increased promotional activity due to elevated inventory levels industry-wide compared to consumer demand, particularly in the second half of the COVID-19 outbreak, (iii) short-lived noncash inventory valuation adjustments recorded in connection with the Australia and TH CSAP acquisitions, and (iv) the negative impact of tariffs imposed on goods imported from China into the United States.2022. These decreases were partially offset by (i) price increases that were implemented in certain regions and for certain product categories during 2022and (ii) the favorable impact of faster growththe reduction in revenue from our Tommy HilfigerHeritage Brands businesses as a result of the Heritage Brands transaction and the exit from the Heritage Brands Retail business, as the revenue from our Heritage Brands businesses carried lower gross margins.



International and Calvin Klein International segments than in our North America segments, as our International segments generally carry higher gross margins, as well as gross margin improvements realized in our Calvin Klein North America business.

Gross profit in 20182021 was $5.308$5.324 billion, or 55.0%58.2% of total revenue, as compared to $4.894$3.777 billion, or 54.9%53.0% of total revenue, in 2017.2020. The 10520 basis point increase in gross margin increase was principallyprimarily driven by (i) more full price selling, (ii) the impact of a favorablechange in the revenue mix of business due to faster growth inbetween our Tommy Hilfiger International and Calvin Klein International segments than in our North America segments as compared to the prior year as our International segments revenue was a larger proportion and generally carry higher gross margins, and (ii) gross margin improvement(iii) the favorable impact of the weaker United States dollar on our international businesses, particularly our European businesses, that purchase inventory in our Tommy Hilfiger business. Partially offsetting these increasesUnited States dollars, for which they generally enter into foreign currency forward exchange contracts 12 months in advance of the related inventory purchases, as the decreased local currency value of inventory results in lower cost of goods in local currency when the goods are sold.These improvements were gross margin declinespartially offset by higher freight costs in our Calvin Klein2021 than in the prior year, including an increase of approximately $35 million in air freight to mitigate supply chain and Heritage Brands businesses principally due to more promotional selling.logistics delays.

We currently expect that gross margin in 20202023 will decreaseincrease by approximately 120 basis points as compared to 20192022. Our expectation for 2023 includes increases primarily due to (i) the need for increased promotional selling and inventory liquidation as a result of (i) more full price selling and promotional activity at lower overall discount levels, (ii) lower freight and other logistics costs as compared to the COVID-19 outbreakprior year, (iii) the annualization of price increases that were implemented during 2022 in certain regions and (ii)for certain product categories, (iv) the impact of a change in the revenue mix between our International and North America segments as compared to 2022, as our International segments revenue is expected to be a larger proportion in 2023 than in 2022 and generally carries higher gross margins, and (v) the impact of a change in the revenue mix between our direct-to-consumer distribution channel and our wholesale distribution channel as compared to 2022, as our direct-to-consumer distribution channel is expected to be a larger proportion in 2023 than in 2022 and generally carries higher gross margins. These increases are expected to be partially offset by (i) the approximately 100 basis point decline due to the unfavorable impact of the stronger United States dollar on our international businesses that purchase inventory in United States dollars as discussed above and (ii) the higher product costs we expect to incur in 2023 as a result of inflationary pressures, particularly our European businesses, asin the increased local currency value of inventory results in higher cost of goods in local currency when the goods are sold. There is significant uncertainty with respect to the impactfirst half of the COVID-19 outbreak on our business and the businesses of our licensees and other business partners.year.

SG&A Expenses

Our SG&A expenses were as follows:
 202220212020
(In millions) 
SG&A expenses$4,377 $4,454 $3,983 
% of total revenue48.5 %48.7 %55.8 %
 2019 2018 2017
(In millions)     
SG&A expenses$4,715
 $4,433
 $4,245
% of total revenue47.6% 45.9% 47.6%


SG&A expenses in 20192022 were $4.715$4.377 billion, or 47.6%48.5% of total revenue, as compared to $4.433$4.454 billion, or 45.9%48.7% of total revenue in 2018.2021. The 17020 basis point increasedecrease was primarily as a result of (i) the absence of costs incurred in the prior year and the realized cost savings in 2022 as a result of actions taken to reduce our workforce, primarily in certain international markets, and to reduce our real estate footprint and (ii) the absence in 2022 of costs incurred in the prior year associated with the exit from our Heritage Brands Retail business. These decreases were partially offset by (i) net costs incurred in connection with the exit from our Russia business, primarily consisting of noncash asset impairments and a gain on contract terminations,
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and (ii) the impact of the reduction in revenue from our Heritage Brands businesses as a result of the Heritage Brands transaction and the exit from our Heritage Brands Retail business, as the revenue from our Heritage Brands businesses carried lower SG&A expenses as a percentage of total revenue.

SG&A expenses in 2021 were $4.454 billion, or 48.7% of total revenue, as compared to $3.983 billion, or 55.8% of total revenue in 2020. The 710 basis point decrease was principally attributable to (i) anthe leveraging of expenses driven by the increase in costs incurred in connection withrevenue. Also impacting the Calvin Klein restructuring,decrease were (i) cost savings resulting from the North America workforce reduction, (ii) the costs incurredabsence in connection with2021 of accounts receivable losses recorded in 2020 as a result of the Socks and Hosiery transaction,COVID-19 pandemic, and (iii) the costs incurredabsence in connection2021 of noncash store asset impairments recorded in 2020 resulting from the impacts of the pandemic on our business. These decreases were partially offset by (i) a reduction in 2021 of pandemic-related government payroll subsidy programs in international jurisdictions, as well as rent abatements negotiated with certain of our landlords, (ii) the TH U.S. store closures. Also contributingabsence in 2021 of temporary cost savings initiatives we implemented in April 2020 in response to the increase was apandemic, including temporary furloughs, and salary and incentive compensation reductions,and (iii) the impact of the change in the revenue mix of business due to faster growth inbetween our Tommy Hilfiger International and Calvin Klein International segments than in our North America segments as compared to the prior year, as our International segments revenue was a larger proportion and generally carry higher SG&A expenses as percentages of total revenue.

We currently expect that SG&A expenses as a percentage of revenue in 2018 were $4.433 billion, or 45.9% of total revenue,2023 will decrease slightly as compared to $4.245 billion, or 47.6%2022.Our expectation for 2023 includes decreases primarily as a result of (i) the favorable impact of the 2022 cost savings initiative and (ii) the absence in 2023 of costs incurred in 2022 in connection with the exit from our Russia business. These decreases are expected to be partially offset by (i) the impact of the change in the revenue mix between our International and North America segments as compared to 2022, as our International segments revenue are expected to be a larger proportion in 2023 than in 2022 and generally carries higher SG&A expenses as percentages of total revenueand (ii) the impact of a change in 2017. The 170 basis point decreasethe revenue mix between our direct-to-consumer distribution channel and our wholesale distribution channel as compared to 2022, as our direct-to-consumer distribution channel is expected to be a larger proportion in 2023 than in 2022 and generally carries higher SG&A expenses as a percentage of total revenuerevenue.

Goodwill and Other Intangible Asset Impairments

We recorded a pre-tax noncash goodwill impairment charge of $417 million during 2022 in conjunction with our annual goodwill and other indefinite-lived intangible asset impairment testing. The impairment was principally attributable to the absence in 2018 of costs that were recorded in 2017 in connection with (i) the Mr. Hilfiger amendment, (ii) the Li & Fung termination,non-operational and (iii) the relocation of our Tommy Hilfiger office in New York, including noncash depreciation expense. Also contributing to the decrease wasdriven by a leveraging of expenses in the Tommy Hilfiger business. These decreases were partially offset by (i) a change in the mix of business due to faster growth in our Tommy Hilfiger International and Calvin Klein International segments than in our North America segments, as our International segments generally carry higher SG&A expenses as percentages of total revenue, (ii) the costs incurred in connection with the Calvin Klein restructuring and (iii) ansignificant increase in corporate expenses due, in part, to investments in digital and information technology initiatives.

In light of the negative impacts on our business resulting from the COVID-19 outbreak, we are taking measures to significantly reduce SG&A expenses in 2020. As such, we currently expect our SG&A expenses in 2020 will be significantly lower as compared to 2019, includingdiscount rates, as a result of the reductions resulting from these measures and the absence inthen-current economic conditions.

We recorded pre-tax noncash impairment charges of $933 million during 2020 of costs related to (i) the Calvin Klein restructuring, (ii) the Socks and Hosiery transaction and (iii) the TH U.S. store closures. However, we expect our SG&A expenses as a percentage of total revenue in 2020 will increase as compared to 2019 primarily due to a deleveraging of expenses driven by the expected decline in revenue resulting from the COVID-19 outbreak. There is significant uncertainty with respect to the impactimpacts of the COVID-19 outbreakpandemic on our business, including $879 million related to goodwill and $54 million related to other intangible assets, primarily our SG&A expenses may be subject to significant material change, including as a result of noncashthen-owned ARROW and GeoffreyBeene tradenames. These impairments resulted from interim impairment assessments of our property, plant and equipment, operating lease right-of-use assets, or goodwill and other intangible assets, thatwhich we may recognizewere required to perform in the first quarter of 2020 due to the adverse impacts of the pandemic on our then-current and estimated future business results and cash flows, as well as the significant decrease in our market capitalization as a result of a sustained decline in our common stock price.

Please see Note 7, “Goodwill and Other Intangible Assets,” in the COVID-19 outbreak.Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of these impairments.



Non-Service Related Pension and Postretirement CostIncome

Non-service related pension and postretirement cost in 2019income was $90$92 million, as compared to $5$64 million and $76 million in 2018.2022, 2021 and 2020, respectively. Non-service related pension and postretirement costincome in 20192022, 2021 and 20182020 included actuarial lossesgains on our retirement plans of $98$78 million, $49 million and $15$65 million, respectively.

Please see Note 13,12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Non-service related pension and postretirement cost in 2018 was $5 million as compared to $3 million in 2017. Non-service related pension and postretirement cost in 2018 included a $15 million actuarial loss on our retirement plans. Non-service related pension and postretirement cost in 2017 included a $9 million loss recorded in connection with the noncash settlement of certain of our benefit obligations related to our retirement plans as a result of a group annuity purchased for certain participants under which such obligations were transferred to an insurer, as well as a $3 million actuarial loss on our retirement plans. Please see Note 13, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

We currently expect that non-service related pension and postretirement (income) for 2020 will be approximately $15 million compared to non-service related pension and postretirement cost of $90 million in 2019. Our 2019 non-service related pension and postretirement cost included a $98 million actuarial loss on our retirement plans recorded in the fourth quarter. Non-service related pension and postretirement (income) costincome (cost) recorded throughout the year is calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions. Differences between estimated and actual results give rise to gains and losses that are recorded immediately in earnings, generally in the fourth quarter of the year, which can create volatility in our results of operations. OurWe currently expect that non-service related pension and postretirement income for 2023 will be approximately $3 million. However, our expectation of 20202023 non-service related pension and post-retirement income does not include the impact of an actuarial gain or loss. However, if recent market volatility due, in part, to the COVID-19 outbreak continues, we may incur a significant actuarial loss in 2020 asAs a result of the difference between actual and expected returnsrecentvolatility in the financial markets, there is significant uncertainty with respect to the actuarial gain or loss we
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may record on plan assetsour retirement plans in 2023. We may record a significant actuarial gain or loss in 2023 if there is a significant increase or decrease in discount rates, respectively, or if there is a decline in discount rates. Ourdifference between the actual 2020and expected return on plan assets. As such, our actual 2023 non-service related pension and postretirement (income) costincome may be significantly different than our projections.

Debt Modification and Extinguishment CostsOther (Gain) Loss, Net

We incurred costs totaling $5recorded a gain of $(119) million in 2019the third quarter of 2021 in connection with the refinancing of our senior credit facilities. Please see the section entitled “Liquidity and Capital Resources” below for further discussion.Heritage Brands transaction.

We incurred costs totaling $24recorded a noncash net loss of $3 million in 2017the first quarter of 2020 in connection with the early redemption of our $700 million 4 1/2% senior notes due December 15, 2022. Please see the section entitled “Liquidity and Capital Resources” below for further discussion.

Other Noncash Loss, Net

Speedo transaction.
We recorded a pre-tax noncash loss of $142 million in the fourth quarter of 2019 related to the Speedo transaction and expected deconsolidation of the net assets of the Speedo North America business, consisting of a noncash impairment of our perpetual license right for the
Speedo trademark, and a noncash loss to reduce the carrying value of the business to its estimated fair value, less costs to sell.
Please see Note 4, “Assets Held For Sale,3, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.discussion of these transactions.


Equity in Net Income (Loss) of Unconsolidated Affiliates
We recorded
The equity in net income (loss) of unconsolidated affiliates was $50 million and $24 million of income in 2022 and 2021, respectively, as compared to a pre-tax noncash gain$(5) million loss in 2020. These amounts relate to our share of $113 millionincome (loss) from (i) our joint venture for the TOMMY HILFIGER, Calvin Klein, and Warner’s brands, and certain licensed trademarks in Mexico, (ii) our joint venture for the TOMMY HILFIGER and Calvin Klein brands in India, (iii) our joint venture for the TOMMYHILFIGER brand in Brazil, (iv) our PVH Legwear joint venture for the TOMMYHILFIGER, Calvin Klein, IZOD, Van Heusen and Warner’s brands and other owned and licensed trademarks in the United States and Canada, and (v) our investment in Karl Lagerfeld prior to the closing of the Karl Lagerfeld transaction in the second quarter of 2019 to write up our2022. The equity investments in Gazal and PVH Australia to fair valuenet income (loss) of unconsolidated affiliates for 2022 also included a $16 million pre-tax gain in connection with the Australia acquisition.Karl Lagerfeld transaction. The equity in net income (loss) of unconsolidated affiliates for 2020 also included a $12 million pre-tax noncash impairment of our investment in Karl Lagerfeld resulting from the impacts of the COVID-19 pandemic on its business. Please see Note 3, “Acquisitions,5, “Investments in Unconsolidated Affiliates,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.discussion of our investment in Karl Lagerfeld.

Equity in Net Income of Unconsolidated Affiliates

The equity in net income (loss) of unconsolidated affiliates was $10 million in 2019for 2022 increased as compared to $212021 primarily as a result of the $16 million pre-tax gain that we recorded in 2018 and $10 million2022 in 2017. These amounts relateconnection with the Karl Lagerfeld transaction, as well as an increase in income attributable to our share of income (loss) from PVH Australia (prior to acquiring it on May 31, 2019 through the Australia acquisition), our joint venture for the TOMMY HILFIGER, CALVIN KLEIN, Warner’s, Olga and Speedo brands in Mexico, our joint ventures for the TOMMY HILFIGERin Mexico brand in India and Brazil, our joint venture for the CALVIN KLEIN brand in India, and our newly formed PVH Legwear joint venture for the TOMMY HILFIGER, CALVIN KLEIN, IZOD, Van Heusen and Warner’s brands and other owned and licensed trademarks in the United States and Canada. (PVH Legwear began operations in December 2019.) Also included is our share of income (loss) from our investments in Karl Lagerfeld Holding B.V. (“Karl Lagerfeld”) and in Gazal (prior to acquiring it on May 31, 2019 through the Australia


acquisition).India. The equity in net income (loss) for 2019 decreased2021 increased as compared to 2018,2020 primarily due to having only a partial yearthe absence in 2021 of income fromthe $12 million pre-tax noncash impairment of our investmentsinvestment in Gazal and PVH Australia and one-time expenses of $2 millionKarl Lagerfeld recorded in 2020 as well as an increase in the income on our equity investments in Gazal and PVH Australia prior to the Australia acquisition closing. Our investments in the continuing joint ventures and Karl Lagerfeld are being accounted for under the equity method of accounting. Subsequent to the closing of the Australia acquisition, we began to consolidate the operations of Gazal and PVH Australia into our financial statements. Please see the section entitled “Investments in Unconsolidated Affiliates” within “Liquidity and Capital Resources” below for further discussion.other investments.

We currently expect that our equity in net income (loss) of unconsolidated affiliates for 20202023 will include an increase in income on our investment in PVH Legweardecrease as compared to 2019, as we recognize a full year of income in 2020, offset by a decrease in income on our investments2022 due to the negative impactabsence in 2023 of the COVID-19 outbreak on our unconsolidated affiliates’ businesses$16 million pre-tax gain that we recorded in 2020.the second quarter of 2022.

Interest Expense, Net

Net interestInterest expense, net decreased to $115$83 million in 20192022 from $116$104 million in 20182021 primarily due to lowerthe impact of $1.030 billion of voluntary long-term debt repayments made during 2021.

Interest expense, net decreased to $104 million in 2021 from $121 million in 2020 primarily due to (i) the impact of $1.030 billion of voluntary long-term debt repayments made during 2021, (ii) a decrease in interest rates on our senior unsecured credit facilities as compared to 2018, partially offset by2020 and (iii) the $9absence in 2021 of a $5 million loss onexpense recorded in 2020 resulting from the remeasurement of oura mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition. acquisition of the 78% ownership interests in Gazal Corporation Limited (“Gazal”) that we did not already own (the “Australia acquisition”), as the measurement period ended in 2020, partially offset by (iv) the full year impact in 2021 of the issuances in April 2020 of an additional €175 million principal amount of 3 5/8% senior unsecured notes due 2024 and in July 2020 of $500 million principal amount of 4 5/8% senior unsecured notes due 2025. Please see Note 3, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of the remeasurement of the mandatorily redeemable non-controlling interest.

Please see the section entitled “Financing Arrangements” within “Liquidity and Capital Resources” below for further discussion.

Net interest
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Interest expense, decreasednet in 2023 is currently expected to $116be approximately $100 million compared to $83 million in 2018 from $122 million in 20172022 primarily due to (i) the net impact of the early redemption of our $700 million 4 1/2% senior notes in January 2018 and issuance of €600 million euro-denominated 3 1/8% senior notes in December 2017 and (ii) the cumulative impact of long-term debt repayments made during 2018 and 2017, partially offset by an increase in short-term borrowings and interest rates as compared to 2017. Please see the section entitled “Financing Arrangements” within “Liquidity and Capital Resources” below for further discussion.

2022.
We currently expect that net interest expense in 2020 will increase as compared to 2019. We have increased the aggregate borrowings outstanding under our senior unsecured revolving credit facilities, other short-term revolving credit facilities and unsecured commercial paper note program in 2020 to approximately $930 million in order to increase our cash position and preserve financial flexibility in responding to the impacts of the COVID-19 outbreak on our business, and we expect that we may further increase our borrowings under existing or new financing arrangements. There is significant uncertainty with respect to the impact of the COVID-19 outbreak on our business and our interest expense may be subject to further significant increase.

Income Taxes

Income tax expense (benefit) was as follows:
 202220212020
(Dollars in millions) 
Income tax expense (benefit)$188 $21 $(56)
Income tax as a % of pre-tax income (loss)48.4 %2.1 %4.7 %
 2019 2018 2017
(Dollars in millions)     
Income tax expense (benefit)$29
 $31
 $(26)
Income tax expense (benefit) as a % of pre-tax income6.5% 4.0% (5.1)%

The United States Tax Cuts and Job Act of 2017 (the “U.S. Tax Legislation”) was enacted on December 22, 2017. The U.S. Tax Legislation is comprehensive and significantly revised the United States tax code. The revisions that significantly impact us are (i) the reduction of the corporate income tax rate from 35.0% to 21.0%, (ii) the imposition of a one-time transition tax on earnings of foreign subsidiaries deemed to be repatriated, (iii) the implementation of a modified territorial tax system, (iv) the introduction of a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations (known as “GILTI”) and a beneficial tax rate to be applied against foreign derived intangible income (known as “FDII”) and (v) the introduction of a base erosion anti-abuse tax measure (known as “BEAT”) that taxes certain payments between United States corporations and their subsidiaries.

We recorded a provisional net tax benefit of $53 million in the fourth quarter of 2017 in connection with the U.S. Tax Legislation, consisting of a $265 million benefit primarily from the remeasurement of our net United States deferred tax liabilities, partially offset by a $38 million valuation allowance on our foreign tax credits and a $174 million transition tax on earnings of foreign subsidiaries deemed to be repatriated. In the fourth quarter of 2018, we completed our final analysis of the impacts of the U.S. Tax Legislation and recorded a net tax benefit of $25 million to adjust the provisional amount recorded in 2017, during the measurement period allowed by the Securities and Exchange Commission. The $25 million net


tax benefit included the release of a $26 million valuation allowance on our foreign tax credits, partially offset by a $2 million expense related to the remeasurement of our net United States deferred tax liabilities.

We file income tax returns in more than 40 international jurisdictions each year. A substantial amount of our earnings are in international jurisdictions, particularly in the Netherlands and Hong Kong SAR, where income tax rates, when coupled with special rates levied on income from certain of our jurisdictional activities, arehave historically been lower than the United States statutory income tax rate. These special rates expired at the end of 2021.

Significant items which have caused our tax rate and reduced our consolidatedto fluctuate each year include the items discussed below. The effect that discrete tax amounts have on the effective income tax rate during 2019, 2018 and 2017. We expect to benefit from these special rates until 2022. The reduction in the United States statutory income tax rate from 35.0% to 21.0% as a result of the U.S. Tax Legislation dideach year is not have a significant impact on our overall effective tax ratecomparable due to changes in our mix of earnings.pre-tax income (loss).

Our effective income tax rate for 20192022 was lower than the 21.0% United States statutory48.4%. Our 2022 effective income tax rate primarily dueincluded the impact of the $417 million noncash goodwill impairment charge recorded in 2022, which was non-deductible and resulted in an increase to our effective income tax rate of 22.3%.

Our effective income tax rate for 2021 was 2.1%. Our 2021 effective income tax rate included (i) a $106 million benefit resulting from a tax accounting method change made in conjunction with our 2020 United States federal income tax return that provides additional tax benefits to the foreign components of our federal income tax provision, which resulted in a decrease to our effective income tax rate of 10.9%, (ii) a favorable impact on certain liabilities for uncertain tax positions resulting from the expiration of applicable statutes of limitation and the settlement of a multi-year audit from an international jurisdiction,$93 million, which together resulted in a benefitdecrease to our effective income tax rate of 11.8%9.7%, and (ii)(iii) a $32 million benefit related to the favorable impactremeasurement of acertain net deferred tax exemption on the noncash gain recorded to write-up our existing equity investments in Gazal and PVH Australia to fair valueassets in connection with the Australia acquisition,expiration of the special tax rates at the end of 2021, which resulted in a 5.4% benefitdecrease to our effective income tax rate.rate of 3.3%.

TheOur effective income tax rate for 20192020 was 6.5% compared with 4.0% in 2018. The 20194.7%. Our 2020 effective income tax rate, was higher thanwhich reflected a $(56) million income tax benefit recorded on $(1.193) billion of pre-tax losses, included (i) the impact of $879 million of pre-tax goodwill impairment charges recorded in 2020, which were mostly non-deductible and resulted in a decrease to our effective income tax rate for 2018 primarily due to (i) the absence of 13.3%, and (ii) a 5.3% benefit to our 2018 effective income tax rate$33 million expense related to the remeasurement of certain of our net deferred tax liabilities in connection with the legislation enacted in the Netherlands, known as the “2019 Dutch Tax Plan”which became effective on January 1, 2021 and (ii) the absence of a 3.2% benefit to our 2018 effective income tax rate related to the U.S. Tax Legislation, partially offset by (iii) a favorable change in our uncertain tax positions activity of 8.1%, which includes the benefit to our 2019 effective income tax rate resulting from settlement of a multi-year audit from an international jurisdiction. The variance between the 2019 and 2018 effective income tax rates is also affected by the substantial change in our pre-tax income, which was $444 million in 2019 and $776 million in 2018. As a result, the effect that discrete tax amounts have on the effective income tax rate in each year is not comparable.

Our effective income tax rate for 2018 was lower than the 21.0% United States statutory income tax rate primarily due to (i) a $41 million benefit from the remeasurement of certain of our net deferred tax liabilities in connection with the enactment of the 2019 Dutch Tax Plan, which resulted in a benefitdecrease to our effective income tax rate of 5.3%, (ii) the favorable impact on certain liabilities for uncertain tax positions resulting from the expiration of applicable statutes of limitation, which resulted in a benefit to our effective income tax rate of 3.7%, (iii) a net tax benefit of $25 million recorded in 2018 to adjust the provisional amount recorded in 2017 in connection with the U.S. Tax Legislation, which resulted in a benefit to our effective income tax rate of 3.2%, and (iv) the benefit of overall lower tax rates in certain international jurisdictions where we file tax returns.2.8%.

The effective income tax rate for 2018 was 4.0% compared with (5.1)% in 2017. The 2018 effective income tax rate was higher than the effective income tax rate for 2017 primarily due to (i) a lower net benefit recorded in connection with the U.S. Tax Legislation, which resulted in a 3.2% benefit to our 2018 effective income tax rate compared with a 10.4% benefit to our 2017 effective income tax rate, (ii) an unfavorable change in our uncertain tax positions activity of 3.8%, and (iii) the absence of a 3.0% benefit to our 2017 effective income tax rate resulting from an excess tax benefit from the exercise of stock options by our Chairman and Chief Executive Officer. These unfavorable impacts to our effective income tax rate for 2018 were partially offset by a 5.3% benefit to our 2018 effective income tax rate from the remeasurement of certain of our net deferred tax liabilities in connection with the 2019 Dutch Tax Plan.
As a result of the U.S. Tax Legislation, which reduced the United States statutory income tax rate from 35.0% to 21.0% effective January 1, 2018, our United States statutory income tax rate for 2017 was a blended rate of 33.7%. Our effective income tax rate for 2017 was lower than the United States statutory income tax rate primarily due to (i) the provisional net benefit of $53 million recorded in connection with the U.S. Tax Legislation, which resulted in a benefit to our 2017 effective income tax rate of 10.4%, (ii) the benefit of overall lower tax rates in certain international jurisdictions where we file tax returns, and (iii) the overall benefit of certain discrete items, including the favorable impact on certain liabilities for uncertain tax positions and an excess tax benefit from the exercise of stock options by our Chairman and Chief Executive Officer, which resulted in benefits to our 2017 effective income tax rate of 7.5% and 3.0%, respectively.
Given the significant uncertainty with respect to the impact of the COVID-19 outbreak on our business and results of operations, we are not able to estimateWe currently expect that our effective income tax rate in 2020.2023 will be approximately 24%.


Our tax rate is affected by many factors, including the mix of international and domestic pre-tax earnings, discrete events arising from specific transactions and new regulations, as well as audits by tax authorities and the receipt of new information, any of which can cause us to change our estimate for uncertain tax positions. Please see Note 10,9, “Income Taxes,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act, with tax provisions primarily focused on implementing a 15% corporate minimum tax based on global adjusted financial statement income and a 1% excise tax on share repurchases. The corporate minimum tax will be effective in fiscal 2023 and the excise tax was effective January 1, 2023. Based on our current analysis, we do not expect the new law to have a material impact on our consolidated financial statements.

Redeemable Non-Controlling Interest

We haveformed a joint venture in Ethiopia with Arvind Limited, in which we own a 75% interest. We consolidate the results of (“PVH Ethiopia in our consolidated financial statements. PVH Ethiopia was formedEthiopia”) to operate a manufacturing facility that producesproduced finished products for us for distribution primarily in the United States. We held an initial economic interest of 75% in PVH Ethiopia, with our partner’s 25% interest accounted for as a redeemable non-controlling interest (“RNCI”). We consolidated the results of
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PVH Ethiopia in our consolidated financial statements. The manufacturing facility began operationscapital structure of PVH Ethiopia was amended effective May 31, 2021 and we solely managed and effectively owned all economic interests in 2017.

the joint venture. As a result of the amendments to the capital structure of PVH Ethiopia, we stopped attributing any net income or loss in PVH Ethiopia to an RNCI beginning May 31, 2021. The net loss attributable to the redeemable non-controlling interest in PVH EthiopiaRNCI was immaterial in 2019, 20182021 and 2017.2020. We currently expectclosed in the fourth quarter of 2021 the manufacturing facility that the net loss attributable to the redeemable non-controlling interest for 2020 will also be immaterial.was PVH Ethiopia’s sole operation. The closure did not have a material impact on our consolidated financial statements. Please see Note 7,6, “Redeemable Non-Controlling Interest,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Summary and Trends

Cash and cash equivalents at February 2, 2020January 29, 2023 was $503$551 million, an increasea decrease of $51$692 million from the amount$1.242 billion at February 3, 2019 of $452 million.January 30, 2022. The change in cash and cash equivalents included the impact of (i) $325$405 million of completed common stock repurchases under the stock repurchase program, (ii) $71$23 million of mandatory long-term debt repayments and (iii) a $59$19 million net payment madeof cash proceeds received in connection with the Australia acquisition, and (iv) a $74Karl Lagerfeld transaction (the remaining $1 million payment madeof proceeds is being held in connectionescrow as of January 29, 2023). We ended 2022 with the TH CSAP acquisition.

approximately $1.4 billion of borrowing capacity available under our various debt facilities.

Cash flow in 20202023 will be impacted by various factors in addition to those noted below in this “Liquidity and Capital Resources” section, including (i) mandatory long-term debt repayments of approximately $14$112 million, subject to exchange rate fluctuations, and (ii) expected common stock repurchases under the stock repurchase program of $111million, which reflects stock repurchases through March 2020at least $200 million. There continues to be uncertainty with no further repurchases planned for the remainder of 2020, and (iii) the expected proceeds of $170 million, subject to a working capital adjustment, related to the Speedo transaction, which is expected to close in the first quarter of 2020. In addition, in March 2020 we increased the aggregate borrowings outstanding under our senior unsecured revolving credit facilities, other short-term revolving credit facilities and unsecured commercial paper note program to approximately $930 million, in order to increase our cash position and preserve financial flexibility in respondingrespect to the impacts of the COVID-19 outbreak oninflationary pressures globally and, as such, our business. Given the dynamic nature of the COVID-19 outbreak, our estimates of cash flows in 2020 may be subject to material significant change, including as a result of the actual impact of the COVID-19 outbreak on our 2020 earnings, additional borrowings under existing or new financing arrangements, excess inventories, delays in collection of, or inability to collect on, certain trade receivables, and other working capital changeselevated inventory levels that we have experienced and may continue to experience, as a result of the COVID-19 outbreak.due to lower consumer demand and elevated inventory levels industry-wide.

As of February 2, 2020, approximately $405January 29, 2023, $397 million of cash and cash equivalents was held by international subsidiaries. Our intent is to reinvest indefinitely substantially all of our historical earnings in foreign subsidiaries outside of the United States. However, if management decides at a later date to repatriate these earnings to the United States, we may be required to accrue and pay additional taxes, including any applicable foreign withholding tax and United States state income taxes. It is not practicable to estimate the amount of tax that might be payable if these earnings were repatriated due to the complexities associated with the hypothetical calculation.

Operations

Cash provided by operating activities was $1.020$39 million in 2022 compared to $1.071 billion in 2019 compared to $852 million in 2018.2021. The increasedecrease in cash provided by operating activities as compared to the prior year2021 was primarily driven by changes in our working capital including a favorable change in trade receivables and inventories, partially offset by a decrease in net income as adjusted for noncash charges.

In connection with The changes in our acquisitionworking capital were primarily due to (i) an increase in inventories due to a combination of Calvin Klein, we were obligated to pay Mr. Calvin Klein contingent purchase price payments based on 1.15%(a) abnormally low inventory levels in 2021, (b) earlier receipts of total worldwide net sales (as definedinventory in the acquisition agreement, as amended)fourth quarter of products bearing any2022 and (c) higher product costs in 2022 and (ii) a decrease in accrued expenses principally driven by (a) the timing of the CALVIN KLEIN brands with respect to sales made through February 12, 2018. A significant portion of the


sales on which the payments to Mr. Klein were made were wholesale sales by us and our licenseesincome tax and other partners to retailers. Contingent purchase price payments totaled $16 million and $56 millionin 2018 and 2017, respectively. The final payment due to Mr. Klein was made in the second quarter of 2018.

Capital Expenditures
Our capital expenditures in 2019 were $345 million(b) lower accruals for certain expenses at year-end 2022 as compared to $379 million in 2018. The capital expenditures in 2019 primarily related to (i) investments in new stores and store expansions, (ii) investments to upgrade and enhance our operating,2021. Our cash flows from operations have been impacted by supply chain and logistics systemsdisruptions, temporary store closures and our digital commerce platforms and (iii) the expansion of our warehouse and distribution network in North America. We currently expect that capital expenditures for 2020 will decrease to approximately $190 million and will include only certain minimum required expenditures in our retail stores and expenditures for projects currently in progress, primarily related to (i) investments to support the multi-year upgrade of our platforms and systems worldwide and (ii) enhancements to our warehouse and distribution network. Given the dynamic natureother impacts of the COVID-19 outbreak,pandemic on our estimates of capital expenditures in 2020business, and have been and may continue to be subject to change. Our capital expenditures may differ materially compared to our current expectationsimpacted by lower consumer demand as a result.result of inflationary pressures, particularly in North America and to a lesser extent in Europe. In an effort to mitigate these impacts, we have been and continue to be focused on working capital management.

Supply Chain Finance Program

We have a voluntary supply chain finance program (the “SCF program”) that provides our inventory suppliers with the opportunity to sell their receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. The SCF program is administered through third party platforms that allow participating suppliers to track payments from us and sell their receivables due from us to financial institutions. We are not a party to the agreements between the suppliers and the financial institutions and have no economic interest in a supplier’s decision to sell a receivable. Our payment obligations, including the amounts due and payment terms, are not impacted by suppliers’ participation in the SCF program.

Accordingly, amounts due to suppliers that elected to participate in the SCF program are included in accounts payable in our consolidated balance sheets and the corresponding payments are reflected in cash flows from operating activities in our consolidated statements of cash flows. We have been informed by the third party administrators of the SCF program that
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suppliers had elected to sell approximately $550 million and $475 million of our payment obligations that were outstanding as of January 29, 2023 and January 30, 2022, respectively, to financial institutions and approximately $2.2 billion and $1.7 billion had been settled through the program during 2022 and 2021, respectively.

Investments in Unconsolidated Affiliates

We own a 49% economic interest in our newly formedPVH Legwear. We received dividends of $6 million and $2 million from PVH Legwear joint venture. Weduring 2022 and 2021, respectively, and made paymentsa payment of $28$2 million to PVH Legwear during 20192020 to contribute our share of the joint venture funding.

We held an approximately 22% ownership interest in Gazal and a 50% ownership interest in PVH Australia until the closing of the Australia acquisition on May 31, 2019. These investments were accounted for under the equity method of accounting. We derecognized our equity investments in Gazal and PVH Australia and began to consolidate the operations of Gazal and PVH Australia in our financial statements effective with the closing of the transaction. We received aggregate dividends of $6 million, $8 million and $4 million from Gazal and PVH Australia during 2019, 2018 and 2017, respectively.

We acquired a 51% economic interest in a joint venture, Calvin Klein Arvind Fashion Private Limited (“CK India”) in 2013. We sold 1% of our interest for $400,000 in 2017, decreasing our economic interest in CK India to 50%. Prior to the sale, we were not deemed to hold a controlling interest in CK India as the shareholders agreement provided the partners with equal rights. CK India licenses from one of our subsidiaries the rights to the CALVIN KLEIN trademarks in India for certain product categories. We made payments of $2 million to CK India during 2017 to contribute our share of the joint venture funding.

We own a 50% economic interest in a joint venture, Tommy Hilfiger Arvind Fashion Private Limited (“TH India”). TH India licenses from one of our subsidiaries the rights to the TOMMY HILFIGER trademarks in India for certain product categories. Arvind, our joint venture partner in PVH Ethiopia and CK India, is also our joint venture partner in TH India. We made payments of $3 million to TH India during 2017 to contribute our share of the joint venture funding.

We formed with two other parties a joint venture, Tommy Hilfiger do Brasil S.A. (“TH Brazil”), in 2012, in which we have a 40% economic interest. We acquired an approximately 1% additional interest for $300,000 in 2017, increasing our economic interest in TH Brazil to approximately 41%. TH Brazil licenses from one of our subsidiaries the rights to the TOMMY HILFIGER trademarks in Brazil for certain product categories. We made payments of $3 million to TH Brazil during 2017 to contribute our share of the joint venture funding. We issued a note receivable to TH Brazil in 2016 for $12 million, of which $6 million was repaid in 2016 and the remaining balance, including accrued interest, was repaid in 2017.

We, along with Grupo Axo, S.A.P.I. de C.V., formed a joint venture (“PVH Mexico”) in 2016, in which we own a 49% economic interest. PVH Mexico licenses from certain of our wholly owned subsidiaries the rights to distribute and sell certain TOMMY HILFIGER, CALVIN KLEIN, Warner’s, Olga and Speedo brand products in Mexico. We received dividends of $7$10 million and $17 million from PVH Mexico during 2019.2022 and 2021, respectively.

Payments made to contribute our share of the joint venturesventures’ funding and the repayment of the note receivable we issued to TH Brazil wereare included in our net cash used by investing activities in our Consolidated Statements of Cash Flows for the respective period. The dividendsDividends received from our investments in unconsolidated affiliates wereare included in our net cash provided by operating activities in our Consolidated Statements of Cash Flows for the respective period.


Karl Lagerfeld Transaction

Loan to a Supplier

Wuxi Jinmao Foreign Trade Co., Ltd. (“Wuxi”), one of our finished goods inventory suppliers, has a wholly owned subsidiary with which we entered into a loan agreement in 2016. Under the agreement, Wuxi’s subsidiary borrowed a principal amount of $14 million for the development and operation of a fabric mill. Principal payments are due in semi-annual installments beginning March 31, 2018 through September 30, 2026. The outstanding principal balance of the loan bears interest at a rate of (i) 4.50% per annum until the sixth anniversary of the closing date of the loan and (ii) LIBOR plus 4.00% thereafter. We received principal payments of $400,000 and $200,000 during 2019 and 2018, respectively. The outstanding balance, including accrued interest, was $13 million and $14 million as of February 2, 2020 and February 3, 2019, respectively.

TH CSAP Acquisition

We completed the acquisitionsale of our approximately 8% economic interest in Karl Lagerfeld to a subsidiary of G-III on May 31, 2022 for $20 million in cash, subject to customary adjustments, of which $19 million was received in the Tommy Hilfiger retail businesssecond quarter of 2022 and the remaining $1 million is being held in Centralescrow and Southeast Asia on July 1, 2019 for $74 million.is subject to exchange rate fluctuation. Please see Note 3, “Acquisitions,5, “Investments in Unconsolidated Affiliates,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Australia AcquisitionHeritage Brands Transaction

We completed the Australia acquisitionsale of certain of our heritage brands trademarks, including Van Heusen, IZOD, ARROW and GeoffreyBeene, as well as certain related inventories of our Heritage Brands business, to ABG and other parties on May 31, 2019. This acquisition resulted in aAugust 2, 2021 for net proceeds of $216 million, of which $223 million of gross proceeds were presented as investing cash payment of $59 million, including (i) a payment of $118 million, net of cash acquired offlows and $7 million of transaction costs were presented as operating cash considerationflows in the Consolidated Statement of Cash Flows for the acquisition and (ii) proceeds of $59 million related to the sale of an office building and warehouse owned by Gazal.2021. Please see Note 3, “Acquisitions” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Acquisition of the Geoffrey Beene Tradename

We acquired the Geoffrey Beene tradename on April 20, 2018 for $17 million, of which $16 million was paid in cash. Please see Note 3, “Acquisitions, and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Acquisition of the Wholesale and Concessions Businesses in Belgium and Luxembourg

We completed the Belgian acquisition on September 1, 2017. We paid $12 million as cash consideration for this transaction. Please see Note 3, “Acquisitions,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Acquisition of True & Co.

We acquired True & Co. on March 30, 2017. We paid $28 million, net of $400,000 of cash acquired, as cash consideration for this transaction. Please see Note 3, “Acquisitions,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Speedo Transaction

We entered into a definitive agreement on January 9, 2020 to sellcompleted the sale of our Speedo North America business to Pentland on April 6, 2020 for $170 million in cash, subject to a working capital adjustment. The Speedo transaction is expected to close in the first quarternet proceeds of 2020, subject to customary closing conditions.$169 million. Please see Note 4, “Assets Held For Sale,3, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Capital Expenditures
Our capital expenditures in 2022 were $290 million compared to $268 million in 2021. The capital expenditures in 2022 primarily consisted of (i) investments in (a) new stores and store renovations, (b) our information technology infrastructure worldwide, including information security and (c) upgrades and enhancements to platforms and systems worldwide, including our digital commerce platforms, and (ii) enhancements to our warehouse and distribution network in Europe and North America. We currently expect that capital expenditures for 2023 will increase to approximately $350 million and will primarily consist of continued investments in these same categories.
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Mandatorily Redeemable Non-Controlling Interest

We completed the Australia acquisition in 2019. The Australia acquisition agreement provided for key executives of Gazal and PVH Brands Australia Pty. Limited to exchange a portion of their interests in Gazal for approximately 6% of the outstanding shares of our previously wholly owned subsidiary that acquired 100% of the ownership interests in the Australia business. We were obligated to purchase this 6% interest within two years of the acquisition closing in two tranches.

We purchased tranche 1 (50% of the shares) for $17 million in June 2020 and tranche 2 (the remaining 50% of the shares) for $24 million in June 2021 based on exchange rates in effect on the applicable payment dates. We presented these payments within the Consolidated Statements of Cash Flows as follows: (i) $13 million and $15 million as financing cash flows in 2020 and 2021, respectively, which represented the initial fair values of the liabilities for the tranche 1 and tranche 2 shares, respectively, recognized on the acquisition date, and (ii) $5 million and $9 million as operating cash flows in 2020 and 2021, respectively, for the tranche 1 and tranche 2 shares, respectively, attributable to interest. Please see Note 3, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Dividends

Our common stock has historicallyCash dividends paid annual dividends, which totaled $0.15 per share in each of 2019, 2018 and 2017. Dividends on our common stock totaled $11$10 million, $3 million and $3 million in 20192022, 2021 and $12 million in each of 2018 and 2017.2020, respectively.

We declaredsuspended our dividends following a $0.0375 per share$3 million dividend payable to our common stockholders of record as ofpayment in March 4, 2020 in respect of which we made dividend payments totaling approximately $3 million on March 31, 2020. We have suspended our dividend policy in order to increase our cash position and preserve financial flexibility in respondingresponse to the impacts of the COVID-19 outbreakpandemic on our business. IfIn addition, under the terms of a waiver we obtained in June 2020 of certain covenants under our senior unsecured credit facilities (referred to as the “June 2020 Amendment”), we were not permitted to declare or pay dividends during the relief period. However, effective June 10, 2021, the relief period under the June 2020 Amendment was terminated and we were permitted to declare and pay dividends on our common stock at the discretion of the Board of Directors. Please see the section entitled “2019 Senior Unsecured Credit Facilities” below for further discussion of the June 2020 Amendment and the relief period. Following termination of the relief period, we made a $3 million dividend payment in the fourth quarter of 2021.

We currently project that cash dividends totaling $0.15 per sharepaid on our common stock in 2020, such dividends would total2023 will be approximately $11$10 million based on our current dividend rate, the number of shares of our common stock outstanding as of


February 2, 2020, January 29, 2023, our estimate of stock to be issued during 20202023 under our stock incentive plans and our estimate of stock repurchases during 2020.2023.

Acquisition of Treasury Shares

OurThe Board of Directors has authorized over time since 2015 an aggregate $2.0$3.0 billion stock repurchase program through June 3, 2023.2026. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate. Purchases are made based on a variety of factors, such as price, corporate requirements and overall market conditions, applicable legal requirements and limitations, trading restrictions under our insider trading policy and other relevant factors. The program may be modified by the Board of Directors, including to increase or decrease the repurchase limitation or extend, suspend, or terminate the program, at any time, without prior notice.

We suspended share repurchases under the stock repurchase program beginning in March 2020 in response to the impacts of the COVID-19 pandemic on our business. In addition, under the terms of the June 2020 Amendment, we were not permitted to make share repurchases during the relief period. However, effective June 10, 2021, the relief period was terminated and we were permitted to resume share repurchases at management’s discretion, which we did starting in the third quarter of 2021. Please see the section entitled “2019 Senior Unsecured Credit Facilities” below for further discussion of the June 2020 Amendment and the relief period.

During 2019, 20182022, 2021 and 2017,2020, we purchased approximately 3.46.2 million shares, 2.23.3 million shares and 2.21.4 million shares, respectively, of our common stock under the program in open market transactions for $325$399 million, $300$350 million and $250$111 million, respectively. Purchases of $6 million that were accrued for in the Consolidated Balance Sheet as of January 30, 2022 were paid in 2022. Purchases of $500,000 that were accrued for in the Consolidated Balance Sheet as of February 2, 2020. Purchases of $2 million that were accrued for in the Consolidated Balance Sheet as of February 4, 20182020 were paid in 2018. Thethe in the first quarter of 2020. As of January 29, 2023, the repurchased shares were held as treasury stock and $683$824 million of the authorization remained available for future share repurchases.

We currently expect common stock repurchases asunder the stock repurchase program of February 2, 2020.at least $200 million in 2023.
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Treasury stock activity also includes shares that were withheld principally in conjunction with the settlement of restricted stock units and performance share units to satisfy tax withholding requirements.

Mandatorily Redeemable Non-Controlling Interest
The Australia acquisition agreement provided for key members of Gazal and PVH Australia management to exchange a portion of their interests in Gazal for approximately 6% of the outstanding shares in our previously wholly owned subsidiary that acquired 100% of the ownership interests in the Australia business. We are obligated to purchase this 6% interest within two years of the acquisition closing in two tranches as follows: tranche 1 – 50% of the shares one year after the closing, but the holders had the option to defer half of this tranche to tranche 2; and tranche 2 – all remaining shares two years after the closing. With respect to tranche 1, the holders elected not to defer their shares to tranche 2 and as a result we are obligated to purchase all of the tranche 1 shares in the second quarter of 2020. The purchase price for the tranche 1 and tranche 2 shares is based on a multiple of the subsidiary’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) less net debt as of the end of the measurement year, and the multiple varies depending on the level of EBITDA compared to a target. The liability for the mandatorily redeemable non-controlling interest was $33.8 million as of February 2, 2020 based on exchange rates in effect on that date, of which $16.9 million is payable in the second quarter of 2020 for the purchase of the tranche 1 shares. Please see Note 3, “Acquisitions,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Financing Arrangements

Our capital structure was as follows at the end of 2019 and 2018:follows:
(In millions)1/29/231/30/22
Short-term borrowings$46 $11 
Current portion of long-term debt112 35 
Finance lease obligations12 
Long-term debt2,177 2,318 
Stockholders’ equity5,013 5,289 
(In millions)February 2, 2020 February 3, 2019
Short-term borrowings$50
 $13
Current portion of long-term debt14
 
Finance lease obligations15
 17
Long-term debt2,694
 2,819
Stockholders’ equity5,811
 5,828

In addition, we had $503$551 million and $452 million$1.242 billion of cash and cash equivalents as of February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, respectively.

Short-Term Borrowings

We have the ability to draw revolving borrowings under ourthe senior unsecured credit facilities discussed below in the section entitled “2022 Senior Unsecured Credit Facilities.” We had no borrowings outstanding under these facilities as of January 29, 2023. We had no borrowings outstanding under the prior senior unsecured credit facilities as of January 30, 2022 as discussed in the section entitled “2019 Senior Unsecured Credit Facilities” below. We had no borrowings outstanding under these facilities as of


February 2, 2020. The maximum amount of revolving borrowings outstanding under these facilities during 2019 was $378 million. We had $8 million outstanding under our prior senior secured credit facilities as of February 3, 2019 as discussed in the section entitled “2016 Senior Secured Credit Facilities” below. The weighted average interest rate on the funds borrowed as of February 3, 2019 was 4.45%.

Additionally, we have the availabilityability to borrow under short-term lines of credit, overdraft facilities and short-term revolving credit facilities denominated in various foreign currencies. These facilities which now include a facility in Australia as a result of the Australia acquisition, provided for borrowings of up to $132$199 million based on exchange rates in effect on February 2, 2020January 29, 2023 and are utilized primarily to fund working capital needs. We had $50$46 million and $5$11 million outstanding under these facilities as of February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, respectively. The $50 million of borrowings outstanding as of February 2, 2020 included borrowings under the facility in Australia. The weighted average interest rate on funds borrowed as of February 2, 2020January 29, 2023 and February 3, 2019January 30, 2022 was 2.56%2.31% and 0.21%0.17%, respectively. The maximum amount of borrowings outstanding under these facilities during 20192022 was $99$49 million.

Commercial Paper
    
We established on November 5, 2019 an unsecured commercial paper note program inhave the United States primarily to fund working capital needs. The program enables usability to issue, from time to time, unsecured commercial paper notes with maturities that vary but do not exceed 397 days from the date of issuance.issuance primarily to fund working capital needs. We had no borrowings outstanding under the commercial paper note program as of February 2, 2020.January 29, 2023 and January 30, 2022. The maximum amount of borrowings outstanding under the program during 20192022 was $370$130 million.

The commercial paper note program allows for borrowings of up to $675 million$1.150 billion to the extent that we have borrowing capacity under our United States dollar-denominatedthe multicurrency revolving credit facility as discussedincluded in the section entitled “2019 Senior Unsecured Credit Facilities” below.2022 facilities (as defined below). Accordingly, the combined aggregate amount of (i) borrowings outstanding under the commercial paper note program and (ii) the revolving borrowings outstanding under the United States dollar-denominatedmulticurrency revolving credit facility at any one time cannot exceed $675 million.$1.150 billion.

2021 Unsecured Revolving Credit Facility

On April 28, 2021, we replaced our 364-day $275 million United States dollar-denominated unsecured revolving credit facility, which matured on April 7, 2021 (the “2020 facility”), with a 364-day $275 million United States dollar-denominated unsecured revolving credit facility (the “2021 facility”). The maximum aggregate amount2021 facility matured on April 27, 2022. Wepaid approximately $800,000 and $2 million of debt issuance costs in connection with the 2021 facility and 2020 facility, respectively. We had no borrowings outstanding under the commercial paper program and the United States dollar-denominated revolving credit facility during 2019 was $567 million, which reflects a brief period of higher aggregate borrowings at the time that we launched the commercial paper program.these facilities in 2021 or in 2022 prior to maturity on April 27, 2022.



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Finance Lease Obligations

Our cash payments for finance lease obligations totaled $5 million in each of 2019, 20182022, 2021 and 2017.2020.

20162022 Senior SecuredUnsecured Credit Facilities

On May 19, 2016,December 9, 2022 (the “Closing Date”), we entered into an amendment to our senior secured credit facilities (as amended, the “2016 facilities”). We replaced the 2016 facilities with new senior unsecured credit facilities on April 29, 2019 as discussed in the section entitled “2019 Senior Unsecured Credit Facilities” below. The 2016 facilities, as of the date they were replaced, consisted of a $2.347 billion United States dollar-denominated Term Loan A facility and senior secured revolving credit facilities consisting of (i) a $475 million United States dollar-denominated revolving credit facility, (ii) a $25 million United States dollar-denominated revolving credit facility available in United States dollars and Canadian dollars and (iii) a €186 million euro-denominated revolving credit facility available in euro, British pound sterling, Japanese yen and Swiss francs.

2019 Senior Unsecured Credit Facilities

We refinanced the 2016 facilities on April 29, 2019 (the “Closing Date”) by entering into senior unsecured credit facilities (the “2019“2022 facilities”), the proceeds of which, along with cash on hand, were used to repay all of the outstanding borrowings under the 20162019 facilities (as defined below), as well as the related debt issuance costs.

The 20192022 facilities consist of (a) a $1.093 billion United States dollar-denominated Term Loan A facility (the “USD TLA facility”), a €500€441 million euro-denominated Term Loan A facility (the “Euro TLA facility” and together with the USD TLA facility, the “TLA facilities”) and senior unsecured revolving credit facilities consisting of (i), (b) a $675 million$1.150 billion United States dollar-denominated multicurrency revolving credit facility (ii) a CAD $70 million Canadian dollar-denominated(the “multicurrency revolving credit facilityfacility”), which is available in (i) United States dollars, or(ii) Australian dollars (limited to A$50 million), (iii) Canadian dollars (iii) a €200 million euro-denominated revolving credit facility available in euro, British pound(limited to C$70 million), or (iv) euros, yen, pounds sterling, Japanese yen, Swiss francs Australian dollars andor other agreed foreign currencies (limited to €250 million), and (iv)(c) a $50 million United States dollar-denominated revolving credit facility available in United States dollars or Hong Kong dollars.dollars (together with the multicurrency revolving credit facility, the “revolving credit facilities”). The


2019 2022 facilities are due on April 29, 2024.December 9, 2027. In connection with the refinancing in 2022 of our senior creditthe 2019 facilities (as defined below), we paid debt issuance costs of $10$9 million (of which $3$1 million was expensed as debt modification costs and $7$8 million is being amortized over the term of the debt agreement)2022 facilities) and recorded debt extinguishment costs of $2$1 million to write off previously capitalized debt issuance costs.

Each of the senior unsecured revolving facilities, except for the $50 million United States dollar-denominatedThe multicurrency revolving credit facility available in United States dollars or Hong Kong dollars, also includeincludes amounts available for letters of credit and havehas a portion available for the making of swingline loans. The issuance of such letters of credit and the making of any swingline loan reduces the amount available under the applicablemulticurrency revolving credit facility. So long as certain conditions are satisfied, we may add one or more senior unsecured term loan facilities or increase the commitments under the senior unsecured revolving credit facilities by an aggregate amount not to exceed $1.5 billion. The lenders under the 20192022 facilities are not required to provide commitments with respect to such additional facilities or increased commitments.

We had loans outstanding of $1.570 billion,$477 million, net of debt issuance costs and based on applicable exchange rates, under the Euro TLA facilitiesfacility and $20 million ofno borrowings outstanding letters of credit under the 2022 senior unsecured revolving credit facilities as of February 2, 2020. We had no borrowings outstanding under the senior unsecured revolving credit facilities as of February 2, 2020.January 29, 2023.

The terms of the Euro TLA facilitiesfacility require us to make quarterly repayments of amounts outstanding, under the 2019 facilities, which commencedcommencing with the calendar quarter ended September 30, 2019.ending March 31, 2023. Such required repayment amounts equal 2.50% per annum of the principal amount outstanding on the Closing Date, for the first eight calendar quarters following the Closing Date, 5.00% per annum of the principal amount outstanding on the Closing Date for the four calendar quarters thereafter and 7.50% per annum of the principal amount outstanding on the Closing Date for the remaining calendar quarters, in each case paid in equal installments and in each case subject to certain customary adjustments, with the balance due on the maturity date of the Euro TLA facilities.facility. The outstanding borrowings under the 20192022 facilities are prepayable at any time without penalty (other than customary breakage costs). Any voluntary repayments we makemade by us would reduce the future required repayment amounts.

We made no payments on our term loan under the 2022 facilities during 2022. We made payments of $71$488 million on our term loans under the 2019 facilities during 2022, which included $23 million of mandatory payments and we repaid the 2016$465 million repayment of the 2019 facilities in connection with the refinancing of the senior credit facilities during 2019.facilities. We made payments of $150 million and $250 million during 2018 and 2017, respectively,$1.051 billion on our term loans under the 2016 facilities.2019 facilities during 2021, which included the repayment of the outstanding principal balance under our United States dollar-denominated Term Loan A facility (the “USD TLA facility”). We made payments of $14 million on our term loans under the 2019 facilities during 2020.

The euro-denominated borrowings under the Euro TLA facility and multicurrency revolving credit facility bear interest at a rate per annum equal to a euro interbank offered rate (“EURIBOR”) and the euro-denominated swing line borrowings under the 2022 facilities bear interest at a rate per annum equal to an adjusted daily simple euro short term rate (“ESTR”), calculated in a manner set forth in the 2022 facilities, plus in each case an applicable margin.

The United States dollar-denominated borrowings under the 20192022 facilities bear interest at a rate per annum equal to, an applicable margin plus, as determined at our option, either (a) a base rate determined by reference to the greater of (i) the prime rate, (ii) the United States federal funds effective rate plus 1/2 of 1.00% and (iii) a one-month reserve adjusted Eurocurrency rate plus 1.00% or (b) an adjusted Eurocurrencyterm secured overnight financing rate (“SOFR”), calculated in a manner set forth in the 2019 facilities.2022 facilities, plus an applicable margin.

The Canadian dollar-denominated borrowings denominated in other foreign currencies under the 20192022 facilities bear interest at a rate equal to an applicable margin plus, as determined at our option, either (a) a Canadian prime rate determined by reference tovarious indexed rates specified in the greater of (i) the rate of interest per annum that Royal Bank of Canada establishes as the reference rate of interest in order to determine interest rates for loans in Canadian dollars to its Canadian borrowers2022 facilities and (ii) the average of the rates per annum for Canadian dollar bankers' acceptances having a term of one month or (b) an adjusted Eurocurrency rate,are calculated in a manner set forth in the 2019 facilities.

Borrowings available in Hong Kong dollars under the 20192022 facilities, bear interest at a rate equal toplus an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner set forth in the 2019 facilities.margin.

The borrowings under the 2019 facilities in currencies other than United States dollars, Canadian dollars or Hong Kong dollars bear interest at a rate equal to an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner set forth in the 2019 facilities.
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The current applicable margin with respect to the Euro TLA facilities and eachFacility as of January 29, 2023 was 1.250%. The current applicable margin with respect to the revolving credit facility is 1.375%facilities as of January 29, 2023 was 0.125% for adjusted Eurocurrency rate loans and 0.375% forbearing interest at the base rate, or Canadian prime rate loans.or daily simple ESTR rate and 1.125% for loans bearing interest at the EURIBOR rate or any other rate specified in the 2022 facilities. The applicable margin for borrowings under the Euro TLA facilitiesfacility and theeach revolving credit facilitiesfacility is subject to adjustment (i) after the date of delivery of the compliance certificate and financial statements, with respect to each of our fiscal quarters, based upon our net leverage ratio or (ii) after the date of delivery of notice of a change in our public debt rating by Standard & Poor’s or Moody’s.


The 2022 facilities contain customary events of default, including but not limited to nonpayment; material inaccuracy of representations and warranties; violations of covenants; certain bankruptcies and liquidations; cross-default to material indebtedness; certain material judgments; certain events related to the Employee Retirement Income Security Act of 1974, as amended; and a change in control (as defined in the 2022 facilities).

The 2022 facilities require us to comply with customary affirmative, negative and financial covenants, including a maximum net leverage ratio. A breach of any of these operating or financial covenants would result in a default under the 2022 facilities. If an event of default occurs and is continuing, the lenders could elect to declare all amounts then outstanding, together with accrued interest, to be immediately due and payable, which would result in acceleration of our other debt.

2019 Senior Unsecured Credit Facilities

On April 29, 2019, we entered into senior unsecured credit facilities (as amended, the “2019 facilities”). We replaced the 2019 facilities with the 2022 facilities. The 2019 facilities consisted of a €500 million euro-denominated Term Loan A facility, of which €441 million was outstanding as of the date it was replaced, and senior unsecured revolving credit facilities consisting of (i) a $675 million United States dollar-denominated revolving credit facility, (ii) a C$70 million Canadian dollar-denominated revolving credit facility available in United States dollars or Canadian dollars, (iii) a €200 million euro-denominated revolving credit facility available in euro, Australian dollars and other agreed foreign currencies and (iv) a $50 million United States dollar-denominated revolving credit facility available in United States dollars or Hong Kong dollars. The 2019 facilities had also previously included a $1.093 billion USD TLA facility. We repaid the remaining principal balance of $1.030 billion under our USD TLA facility in 2021.

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We had entered into interest rate swap agreements designed with the intended effect of converting notional amounts of our variable rate debt obligation under the 2019 facilities to fixed rate debt. Under the terms of the agreements, for theany outstanding notional amount, our exposure to fluctuations in the one-month LIBOR iswas eliminated and we paypaid a fixed rate plus the current applicable margin. The following interest rate swap agreements were entered into or in effect during 2019, 20182021 and 2017:
(In millions)          
Designation Date Commencement Date Initial Notional Amount Notional Amount Outstanding as of February 2, 2020 Fixed Rate Expiration Date
August 2019 February 2020 $50
 $
 1.1975% February 2022
June 2019 February 2020 50
 
 1.409% February 2022
June 2019 June 2019 50
 50
 1.719% July 2021
January 2019 February 2020 50
 
 2.4187% February 2021
November 2018 February 2019 139
 127
 2.8645% February 2021
October 2018 February 2019 116
 103
 2.9975% February 2021
June 2018 August 2018 50
 50
 2.6825% February 2021
June 2017 February 2018 306
 56
 1.566% February 2020
July 2014 February 2016 683
 
 1.924% February 2018

The notional amounts of the outstanding2020 (no interest rate swaps that commencedswap agreements were entered into or in effect during 2022):
(In millions)
Designation DateCommencement DateInitial Notional AmountNotional Amount Outstanding as of January 29, 2023Fixed RateExpiration Date
March 2020February 2021$50 $— (1)0.562%February 2023
February 2020February 202150 — (1)1.1625%February 2023
February 2020February 202050 — (1)1.2575%February 2023
August 2019February 202050 — (1)1.1975%February 2022
June 2019February 202050 — (1)1.409%February 2022
June 2019June 201950 — 1.719%July 2021
January 2019February 202050 — 2.4187%February 2021
November 2018February 2019139 — 2.8645%February 2021
October 2018February 2019116 — 2.9975%February 2021
June 2018August 201850 — 2.6825%February 2021

(1)    We terminated in 2021 the interest rate swap agreements due to expire in February 20182022 and February 2019 are adjusted according to pre-set schedules during the terms of the swap agreements such that, based on our projections for future debt repayments, our outstanding debt under the USD TLA facility is expected to always equal or exceed the combined notional amount of the then-outstanding interest rate swaps.

4 1/2% Senior Notes Due 2022

We had outstanding $700 million principal amount of 4 1/2% senior notes due December 15, 2022. We redeemed these notes on January 5, 20182023 in connection with the issuanceearly repayment of €600 million euro-denominatedthe outstanding principal amountbalance under our USD TLA facility.

Our 2019 facilities also required us to comply with customary affirmative, negative and financial covenants, including a minimum interest coverage ratio and a maximum net leverage ratio. Given the disruption to our business caused by the COVID-19 pandemic and to ensure financial flexibility, we amended these facilities in June 2020 to provide temporary relief of 3 1/8% senior notes due December 15, 2027, as discussed below. We paidcertain financial covenants until the date on which a premiumcompliance certificate was delivered for the second quarter of $16 million2021 (the “relief period”) unless we elected earlier to terminate the holdersrelief period and satisfied the conditions for doing so (the “June 2020 Amendment”). The June 2020 Amendment provided for the following during the relief period, among other things, the (i) suspension of these notes in connectioncompliance with the redemptionmaximum net leverage ratio through and recorded debt extinguishment costsincluding the first quarter of $82021, (ii) suspension of the minimum interest coverage ratio through and including the first quarter of 2021, (iii) addition of a minimum liquidity covenant of $400 million, to write-off previously capitalized debt issuance costs associated with these notes(iv) addition of a restricted payment covenant and (v) imposition of stricter limitations on the incurrence of indebtedness and liens. The limitation on restricted payments required that we suspend payments of dividends on our common stock and purchases of shares under our stock repurchase program during 2017.the relief period. The June 2020 Amendment also provided that during the relief period the applicable margin would be increased 0.25%. We terminated early, effective June 10, 2021, this temporary relief period and, as a result, the various provisions in the June 2020 Amendment described above were no longer in effect.

7 3/4% Debentures Due 2023

We have outstanding $100 million of debentures due November 15, 2023 that accrue interest at the rate of 7 3/4%. The debentures are not redeemable at our option prior to maturity.

3 5/8% Euro Senior Notes Due 2024

We have outstanding €350€525 million euro-denominated principal amount of 3 5/8% senior notes due July 15, 2024.2024, of which €175 million principal amount was issued on April 24, 2020. Interest on the notes is payable in euros. We paid €3 million ($3 million based on exchange rates in effect on the payment date) of fees in connection with the issuance of the additional €175 million notes. We may redeem some or all of these notes at any time prior to April 15, 2024 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, we may redeem some or all of these notes on or after April 15, 2024 at their principal amount plus any accrued and unpaid interest.
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4 5/8% Senior Notes Due 2025

We issued on July 10, 2020, $500 million principal amount of 4 5/8% senior notes due July 10, 2025. The interest rate payable on the notes is subject to adjustment if either Standard & Poor’s or Moody’s, or any substitute rating agency, as defined in the indenture governing the notes, downgrades the credit rating assigned to the notes. We paid $6 million of fees in connection with the issuance of the notes. We may redeem some or all of these notes at any time prior to June 10, 2025 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, we may redeem some or all of these notes on or after June 10, 2025 at their principal amount plus any accrued and unpaid interest.

3 1/8% Euro Senior Notes Due 2027

We issued on December 21, 2017have outstanding €600 million euro-denominated principal amount of 3 1/8% senior notes due December 15, 2027. Interest on the notes is payable in euros. We paid €9 million (approximately $10 million based on exchange rates in effect on the payment date) of fees during 2017 in connection with the issuance of these notes, which are amortized over the term of the notes. We may redeem some or all of these notes at any time prior to September 15, 2027 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, we may redeem some or all of these notes on or after September 15, 2027 at their principal amount plus any accrued and unpaid interest.


Our financing arrangements contain financial and non-financial covenants and customary events of default. As of February 2, 2020,January 29, 2023, we were in compliance with all applicable financial and non-financial covenants under our financing arrangements.



As of February 2, 2020,January 29, 2023, our issuer credit was rated BBB- by Standard & Poor’s with a stable outlook and our corporate credit was rated Baa3 by Moody’s with a stable outlook, and our commercial paper was rated A-3 by Standard & Poor’s and P-3 by Moody’s. In assessing our credit strength, we believe that both Standard & Poor’s and Moody’s considered, among other things, our capital structure and financial policies, our consolidated balance sheet, our historical acquisition activity and other financial information, as well as industry and other qualitative factors.

Please see Note 9,8, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of our debt.

Additional Cash Requirements
Contractual Obligations

The following table summarizes current and long-term cash requirements as of February 2, 2020, our contractualJanuary 29, 2023, which we expect to fund primarily with cash obligations by future period:generated from operating cash flows and continued access to financial and credit markets:

 Payments Due by Period Cash Requirements
Description 
Total
Obligations
 2020 2021-2022 2023-2024 ThereafterDescriptionTotal20232024-20252026-2027Thereafter
(In millions)  (In millions)
Long-term debt(1)
 $2,725
 $14
 $142
 $1,906
 $663
Long-term debt(1)
$2,301 $112 $1,094 $1,095 $— 
Interest payments on long-term debt 419
 86
 159
 112
 62
Interest payments on long-term debt270 87 115 68 
Short-term borrowings 50
 50
      Short-term borrowings46 46 
Operating and finance leases(2)
 2,274
 445
 740
 443
 646
Operating and finance leases(2)
1,763 416 582 369 396 
Inventory purchase commitments(3)
 883
 883
      
Inventory purchase commitments(3)
767 767 
Minimum contractual royalty payments(4)
 23
 8
 11
 4
  
Non-qualified supplemental defined benefit plan(5)
 8
 1
 2
 1
 4
Information-technology, sponsorships and other commitments(6)
 134
 103
 29
 2
  
Total contractual cash obligations $6,516
 $1,590
 $1,083
 $2,468
 $1,375
Non-qualified supplemental defined benefit plans(4)
Non-qualified supplemental defined benefit plans(4)
12 
Other cash requirements(5)
Other cash requirements(5)
148 81 60 
TotalTotal$5,307 $1,516 $1,852 $1,540 $399 
______________________
(1)
(1)At January 29, 2023, the outstanding principal balance under our senior unsecured Term Loan A facility was $479 million, which requires mandatory payments through December 9, 2027 (according to the mandatory repayment schedules). We also had outstanding $100 million of 7 3/4% debentures due November 15, 2023, $570 million of 3 5/8% senior unsecured euro notes due July 15, 2024, $500 million of 4 5/8% senior unsecured notes due July 10, 2025 and $652 million of 3 1/8% senior unsecured euro notes due December 15, 2027.
At February 2, 2020, the outstanding principal balance under senior unsecured Term Loan A facilities was $1.575 billion, which requires mandatory payments through April 29, 2024 (according to the mandatory repayment schedules). We also had outstanding $100 million of 7 3/4% debentures due November 15, 2023, $387 million of 3 5/8% senior unsecured euro notes due July 15, 2024 and $663 million of 3 1/8% senior unsecured euro notes due December 15, 2027.
(2)
We lease Company-operated freestanding retail store locations, warehouses, distribution centers, showrooms, office space and a factory in Ethiopia, as well as certain equipment and other assets. Please see Note 17, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
(3)
Represents contractual commitments that are enforceable and legally binding for goods on order and not received or paid for as of February 2, 2020. Inventory purchase commitments also include fabric commitments with our suppliers, which secure a portion of our material needs for future seasons. Substantially all of these goods are expected to be received and the related payments are expected to be made in 2020. However, in light of the COVID-19 outbreak, some of these orders may be canceled. This amount does not include foreign currency forward exchange contracts that we have entered into to manage our exposure to exchange rate changes with respect to certain of these purchases. Please see Note 11, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
(4)
Our minimum contractual royalty payments arise under numerous license agreements we have with third parties, each of which has different terms. Agreements typically require us to make minimum payments to the licensors of the licensed trademarks based on expected or required minimum levels of sales of licensed products, as well as additional royalty payments based on a percentage of sales when our sales exceed such minimum sales. Certain of our license agreements require that we pay a specified percentage of net sales to the licensor for advertising and promotion of the licensed products, in some cases requiring a minimum amount to be paid. Any advertising payments, with the exception of minimum payments to licensors, are excluded from the minimum contractual royalty payments shown in the table. There is no guarantee that we will exceed the minimum payments under any of these license agreements.

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(5)
(2)We lease Company-operated free-standing retail store locations, warehouses, distribution centers, showrooms, office space, and certain equipment and other assets. Please see Note 16, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
(3)Represents contractual commitments that are enforceable and legally binding for goods on order and not received or paid for as of January 29, 2023. Inventory purchase commitments also include fabric commitments with our suppliers, which secure a portion of our material needs for future seasons. Substantially all of these goods are expected to be received and the related payments are expected to be made in 2023. This amount does not include foreign currency forward exchange contracts that we have entered into to manage our exposure to exchange rate changes with respect to certain of these purchases. Please see Note 10, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
(4)Represents cash requirements primarily related to benefit payments under our unfunded non-qualified supplemental defined benefit pension plan for certain employees resident in the United States hired prior to January 1, 2022, who meet certain age and service requirements that provides benefits for compensation in excess of Internal Revenue Service earnings limits and requires payments to vested employees upon, or shortly after, employment termination or retirement. Please see Note 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information on our supplemental defined benefit pension plans.
(5)Represents cash requirements primarily related to (i) information-technology service agreements, (ii) minimum contractual royalty payments under several license agreements we have with third parties, and (iii) advertising and sponsorship agreements.

We have an unfunded, non-qualified supplemental defined benefit plan covering certain retired executives under which the participants will receive a predetermined amount during the 10 years following the attainment of age 65, provided that prior to the termination of employment with us, the participant has been in such plan for at least 10 years and has attained age 55.
(6)
Information-technology, sponsorships and other commitments represent future cash obligations related to (i) information-technology related service agreements, (ii) sponsorship and advertising agreements, including agreements relating to our sponsorship of the Barclays Center, the Brooklyn Nets, Mercedes-AMG Petronas Motorsport in Formula OneTM racing and certain other professional sports teams and athletes and other similar sponsorships, as well as agreements with celebrities, models and stylists and (iii) the mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition, of which the portion related to tranche 1 shares is payable in 2020 and has been included in the table above. Not included in the table above is the portion of the mandatorily redeemable non-controlling interest related to the tranche 2 shares that is payable in 2021, due to the uncertainty regarding the future cash outflows associated with this obligation. Please see Note 3, “Acquisitions,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Not included in the above table are contributions to our qualified defined benefit pension plans, or payments beyond the next 12 months to certain employees and retirees in connection with our unfunded supplemental executive retirement supplemental pension andplans, or payments in connection with our unfunded postretirement health care and life insurance benefits plans. ContractualThese cash obligations for these plansrequirements cannot be determined due to the number of assumptions required to estimate our future benefit obligations, including return on assets, discount rate and future compensation increases. The liabilities associated with these plans together with the liability for the non-qualified supplemental defined benefit plans included in the above table, are presented in Note 13,12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report. Currently, we do not expect to make any material contributions to our pension plans in 2020.2023. Our actual contributions may differ from our planned contributions due to many factors, including changes in tax and other benefit laws, or significant differences between expected and actual pension asset performance or interest rates.

Not included in the above table are $158$99 million of net potential cash obligations associated with uncertain tax positions due to the uncertainty regarding the future cash outflows associated with such obligations. Please see Note 10,9, “Income Taxes,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information related to uncertain tax positions.

Not included in the above table are $36$45 million of asset retirement obligations related to our obligation to dismantle or remove leasehold improvements from leased office, and retail store or warehouse locations at the end of a lease term in order to restore a facility to a condition specified in the lease agreement due to the uncertainty of timing of future cash outflows associated with such obligations. Please see Note 23,22, “Other Comments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information related to asset retirement obligations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have a material current effect, or that are reasonably likely to have a material future effect, on our financial position, changes in financial position, revenue, expenses, results of operations, liquidity, capital expenditures or capital resources.


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MARKET RISK

Financial instruments held by us as of February 2, 2020January 29, 2023 primarily include cash and cash equivalents, short-term borrowings, long-term debt and foreign currency forward exchange contracts and interest rate swap agreements.contracts. Note 12,11, “Fair Value Measurements,” in the Notes to Consolidated Financial Statements included in Item 8 of this report outlines the fair value of our financial instruments as of February 2, 2020.January 29, 2023. Cash and cash equivalents held by us are affected by short-term interest rates, which are currently low. The potential for a significant decrease in short-term interest rates is low due to the currently low rates of return we are receiving on our cash and cash equivalents and, therefore, a further decrease would not have a material impact on our interest income. However, there is potential for a more significant increase in short-term interest rates, which could have a more material impact on our interest income.rates. Given our balance of cash and cash equivalents at February 2, 2020,January 29, 2023, the effect of a 10 basis point change in short-term interest rates on our interest income would be approximately $500,000$0.6 million annually. Borrowings under our 2019the 2022 facilities bear interest at a rate equal to an applicable margin plus a variable rate. As such, our 2019the 2022 facilities expose us to market risk for changes in interest rates. We havepreviously had exposure to interest rate volatility related to the term loans under the 2019 facilities, and had entered into interest rate swap agreements for the intended purpose of reducingto reduce our exposure to interest rate volatility. As of February 2, 2020, after taking into account the effect of ourNo interest rate swap agreements that were in effectoutstanding as of such date,January 29, 2023. As of January 29, 2023, approximately 55%80% of our long-term debt was at a fixed interest rate, with the remainderremaining (euro-denominated) balance at a variable interest rates. Given our long-termrate. Interest on the euro-denominated debt position at February 2, 2020,is subject to change based on fluctuations in the one-month EURIBOR. The effect of a 10 basis point change in interest ratesthe current one-month EURIBOR on our variable interest expense would be approximately $1$0.5 million, annually. Please see the section entitled “Liquidity and Capital Resources” above for further discussion of our credit facilities and prior interest rate swap agreements.

Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk. Our Heritage Brands business also has international components but those components are not significant to the business. Over 50%65% of our $9.909$9.0 billion of revenue in 20192022, $9.2 billion of revenue in 2021, and $7.1 billion of revenue in 2020 was generated outside of the United States. Changes in exchange rates between the United States dollar and other currencies can impact our financial results in two ways: a translational impact and a transactional impact.

The translational impact refers to the impact that changes in exchange rates can have on our results of operations and financial position. The functional currencies of our foreign subsidiaries are generally the applicable local currencies. Our consolidated financial statements are presented in United States dollars. The results of operations in local foreign currencies are translated into United States dollars using an average exchange rate over the representative period and the assets and liabilities in local foreign currencies are translated into United States dollars using the closing exchange rate at the balance sheet date. Foreign exchange differences that arise from the translation of our foreign subsidiaries’ assets and liabilities into United States dollars are recorded as foreign currency translation adjustments in other comprehensive (loss) income. Accordingly, our results of operations and other comprehensive (loss) income will be unfavorably impacted during times of a strengthening United States dollar, particularly against the euro, the Brazilian real, the Japanese yen, the Korean won, the British pound sterling, the Australian dollar, the Canadian dollar and the Chinese yuan renminbi, and favorably impacted during times of a weakening United States dollar against those currencies.

Our 2019 revenues2022 revenue and net income decreased by approximately $215$630 million and $25$70 million, respectively, as compared to 20182021 due to the impact of foreign currency translation. We currently expect a decrease in our 2023 revenue and net income in 2020to increase by approximately $70 million and $10 million, respectively, as compared to 20192022 due to the impact of foreign currency translation.

In addition, in 20192022, we recognized unfavorable foreign currency translation adjustments of $158$68 million within other comprehensive (loss) income principally driven by a strengthening of the United States dollar against the euro of 4%2% since February 3, 2019.January 30, 2022. Our foreign currency translation adjustments recorded in other comprehensive (loss) income are significantly impacted by the substantial amount of goodwill and other intangible assets denominated in the euro, which represented 33%39% of our $7.2$5.6 billion total goodwill and other intangible assets as of February 2, 2020.January 29, 2023. This translational impact was partially mitigated by the change in the fair value of our net investment hedges discussed below.

A transactional impact on financial results is common for apparel companies operating outside the United States that purchase goods in United States dollars, as is the case with most of our foreign operations. As with translation, ourOur results of operations will be unfavorably impacted during times of a strengthening United States dollar, as the increased local currency value of inventory results in a higher cost of goods in local currency when the goods are sold, and favorably impacted during times of a weakening United States dollar, as the decreased local currency value of inventory results in a lower cost of goods in local currency when the goods are sold. We also have exposure to changes in foreign currency exchange rates related to certain intercompany transactions and SG&A expenses. We currently use and plan to continue to use foreign currency forward exchange contracts or other derivative instruments to mitigate the cash flow or market value risks associated with these


inventory and intercompany transactions, but we are unable to entirely eliminate these risks. The foreign currency forward exchange contracts cover at least 70% of the projected inventory purchases in United States dollars by our foreign subsidiaries.
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We currently expect a decrease in our
Our 2022 net income in 2020decreased by approximately $25 million as compared to 20192021 due to the transactional impact.impact of foreign currency. We currently expect our 2023 net income to decrease by approximately $75 million as compared to 2022 due to the transactional impact of foreign currency with an expected negative impact to our 2023 gross margin of approximately 100 basis points.

Given our foreign currency forward exchange contracts outstanding at February 2, 2020,January 29, 2023, the effect of a 10% change in foreign currency exchange rates against the United States dollar would result in a change in the fair value of these contracts of approximately $105$130 million. Any change in the fair value of these contracts would be substantially offset by a change in the fair value of the underlying hedged items.

In order to mitigate a portion of our exposure to changes in foreign currency exchange rates related to the value of our investments in foreign subsidiaries denominated in the euro, we designated the carrying amount of our €950 million€1.125 billion aggregate principal amount of euro-denominated senior notes that we had issued in the United Statesby PVH Corp., a U.S.-based entity, as net investment hedges of our investments in certain of our foreign subsidiaries that use the euro as their functional currency. The effect of a 10% change in the euro against the United States dollar would result in a change in the fair value of the net investment hedges of approximately $105$120 million. Any change in the fair value of the net investment hedges would be more than offset by a change in the value of our investments in certain of our European subsidiaries. Additionally, during times of a strengthening United States dollar against the euro, we would be required to use a lower amount of our cash flows from operations to pay interest and make long-term debt repayments on our euro-denominated senior notes, whereas during times of a weakening United States dollar against the euro, we would be required to use a greater amount of our cash flows from operations to pay interest and make long-term debt repayments on these notes.

We conduct business in Turkey where the cumulative inflation rate surpassed 100% for the three-year period that ended during the first quarter of 2022. The impact of currency devaluation in countries experiencing high inflation rates, as is the case in Turkey, can unfavorably impact our results of operations. Since the first day of the second quarter of 2022, we have been accounting for our operations in Turkey as highly inflationary. As a result, we have changed the functional currency of our subsidiary in Turkey from the Turkish lira to the euro, which is the functional currency of its parent.The required remeasurement of our monetary assets and liabilities denominated in Turkish lira into euro did not have a material impact on our results of operations during 2022. As of January 29, 2023, net monetary assets denominated in Turkish lira represented less than 1% of our total net assets.

Included in the calculations of expense and liabilities for our pension plans are various assumptions, including return on assets, discount rates, mortality rates and future compensation increases. Actual results could differ from these assumptions, which would require adjustments to our balance sheet and could result in volatility in our future pension expense. Holding all other assumptions constant, a 1% change in the assumed rate of return on assets would result in a change to 20202023 net benefit cost related to the pension plans of approximately $7$5 million. Likewise, a 0.25% change in the assumed discount rate would result in a change to 20202023 net benefit cost of approximately $45$23 million.

SEASONALITY

Our business generally follows a seasonal pattern. Our wholesale businesses tend to generate higher levels of sales in the first and third quarters, while our retail businesses tend to generate higher levels of sales in the fourth quarter. Royalty, advertising and other revenue tends to be earned somewhat evenly throughout the year, although the third quarter has the highest level of royalty revenue due to higher sales by licensees in advance of the holiday selling season. The COVID-19 pandemic has disrupted these patterns, however. We otherwise expect this seasonal pattern will generally continue. Working capital requirements vary throughout the year to support these seasonal patterns and business trends.

RECENT ACCOUNTING PRONOUNCEMENTS

Please see Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for a discussion of recently issued and adopted accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. Our significant accounting policies are outlined in Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in Item 8 of
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this report. We believe that the following are the more critical judgmental areas in the application of our accounting policies that currently affect our financial position and results of operations:

Sales allowances and returns—We have arrangements with many of our department and specialty store customers to support their sales of our products. We establish accruals which, based on a review of the individual customer arrangements and the expected performance of our products in their stores, we believe will be required to satisfy our sales allowance obligations.obligations based on a review of the individual customer arrangements, which may be a predetermined percentage of sales in certain cases or may be based on the expected performance of our products in their stores. We also establish accruals, which are based on historical experience, an evaluation of current sales trends and market conditions, and authorized amounts, that we believe are necessary to provide for sales allowances and inventory returns. Our historical accrual estimates have not differed materially from actual results. It is possible that the accrual estimates could vary from actual results, which would require adjustment to the allowance and returns accruals.



Inventories—Inventories are comprised principally of finished goods and are stated at the lower of cost or net realizable value, except for certain retail inventories in North America that are stated at the lower of cost or market using the retail inventory method. Cost for substantially all wholesale inventories in North America and certain wholesale and retail inventories in Asia is determined using the first-in, first-out method. Cost for all other inventories is determined using the weighted average cost method. We review current business trends and forecasts, inventory aging and discontinued merchandise categories to determine adjustments which we estimate will be needed to liquidate existing clearance inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market using the retail inventory method, as applicable. We believe that all inventory write-downs required at February 2, 2020January 29, 2023, have been recorded. Our historical estimates of inventory reserves have not differed materially from actual results. If market conditions were to change, including as a result of inflationary pressures globally and the current COVID-19 outbreak,war in Ukraine and its broader macroeconomic implications, it is possible that the required level of inventory reserves would need to be adjusted.

Asset impairments—We determined during each of 2019, 20182022, 2021 and 20172020 that certain long-lived assets primarily in certain of our retail stores and shop-in-shops, were not recoverable, which resulted in us recording impairment charges. Additionally, during 2019 we determined thatThe long-lived asset impairments in 2022, which primarily related to certain office, retail store and shop-in-shop assets, including property, plant and equipment and operating lease right-of-uselease-right-of-use assets, were impairedprimarily in connection with our decision in the second quarter of 2022 to exit from our Russia business and the financial performance in certain of our retail stores. The long-lived asset impairments in 2021, which primarily related to certain office, retail store and shop-in-shop assets, including property, plant and equipment and operating lease-right-of-use assets, were primarily as a result of actions taken by us to reduce our real estate footprint, including reductions in office space, and the closurefinancial performance in certain of our retail stores and shop-in-shops. The long-lived asset impairments in 2020, which primarily related to certain flagshipretail store and anchorshop-in-shop assets, including property, plant and equipment and operating lease-right-of-use assets, were as a result of the significant adverse impacts of the COVID-19 pandemic on our business, the impact of the shift in consumer buying trends from our brick and mortar retail stores to digital channels, and our decision in July 2020 to exit from the United States. Heritage Brands Retail business. We also determined during 2020 that certain finite-lived customer relationship intangible assets were impaired due to the adverse impacts of the pandemic on the then-current and projected performance of the underlying businesses.

In order to calculate theseaddition, we determined during 2020 that our equity method investment in Karl Lagerfeld was impaired as a result of the adverse impacts of the pandemic on the then-current and projected business results.

To test long-lived assets for impairment, charges, we estimated the undiscounted future cash flows and the related fair value of each asset. Undiscounted future cash flows were estimated using current sales trends and other factors and, in the case of operating lease right-of-use assets, using estimated sublease income assumptions.or market rents. If the sum of such undiscounted future cash flows was less than the asset’s carrying amount, we recognized an impairment charge equal to the difference between the carrying amount of the asset and its estimated fair value. If different assumptions had been used, including the rate at which future cash flows were discounted, the recorded impairment charges could have been significantly higher or lower. Please see Note 12,5, “Investments in Unconsolidated Affiliates,” Note 7, “Goodwill and Other Intangible Assets,” and Note 11, “Fair Value Measurements,” in the Notes to Consolidated Financial Statements included in Item 8 of this report includesfor further discussion of the circumstances surrounding thethese impairments and the assumptions related to the impairment charges.

Allowance for doubtful accountscredit losses on trade receivables—Trade receivables, as presented in our Consolidated Balance Sheets, are net of an allowance for doubtful accounts.credit losses. An allowance for doubtful accountscredit losses is determined through an analysis of the aging of accounts receivable and assessments of collectibilitycollectability based on historichistorical trends, the financial condition of our customers and licensees, including any known or anticipated bankruptcies, and an evaluation of current economic conditions.conditions as well as our expectations of conditions in the future. Because we cannot predict future changes in economic conditions and in the financial stability of our customers with certainty, including as a result of inflationary pressures globally and the war in Ukraine and its
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broader macroeconomic implications, actual future losses from uncollectible accounts may differ from our estimates and could impact our allowance for doubtful accounts.credit losses.

Income taxes—Deferred income tax balances reflect the effects of temporary differences between the carrying amounts of assets and liabilities and their tax bases and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe a portion will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience and expectations of future taxable income by taxing jurisdiction, the carryforward periods available to us for tax reporting purposes and other relevant factors. The actual realization of deferred tax assets may differ significantly from the amounts we have recorded.

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting for income taxes requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if available evidence indicates it is more likely than not that the tax position will be fully sustained upon review by taxing authorities, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount with a greater than 50 percent likelihood of being realized upon ultimate settlement. For tax positions that are 50 percent or less likely of being sustained upon audit, we do not recognize any portion of that benefit in the financial statements. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Our actual results have differed materially in the past and could differ materially in the future from our current estimates.

The U.S. Tax Legislation was enacted on December 22, 2017. The U.S. Tax Legislation is comprehensive and significantly revised the United States tax code. Please see Note 10, “Income Taxes,” in the Notes to Consolidated Financial Statements in Item 8 of this report for further discussion of the impacts of the U.S. Tax Legislation.

Goodwill and other intangible assetsGoodwill and other indefinite-lived intangible assets are tested for impairment annually, at the beginning of the third quarter of each fiscal year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. Impairment testing for goodwill is done at the reporting unit level. A reporting unit is defined as an operating segment or one level below the operating segment, called a component. However, two or more components of an operating segment will be aggregated and deemed a single reporting unit if the components have similar economic characteristics. Impairment testing for other indefinite-lived intangible assets is done at the individual asset level.



We assess qualitative factors to determine whether it is necessary to perform a more detailed quantitative impairment test for goodwill and other indefinite-lived intangible assets. We may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units or indefinite-lived intangible assets. Qualitative factors that we consider as part of our assessment include a change in our market capitalization and its implied impact on reporting unit fair value, a change in our weighted average cost of capital, industry and market conditions, macroeconomic conditions, trends in product costs and financial performance of our businesses. If we perform the quantitative test for any reporting units or indefinite-lived intangible assets, we generally use a discounted cash flow method to estimate fair value. The discounted cash flow method is based on the present value of projected cash flows. Assumptions used in these cash flow projections are generally consistent with our internal forecasts. The estimated cash flows are discounted using a rate that represents our weighted average cost of capital. The weighted average cost of capital is based on a number of variables, including the equity-risk premium and risk-free interest rate. Management believes the assumptions used for the impairment tests are consistent with those that would be utilized by a market participant performing similar analysis and valuations. Adverse changes in future market conditions or weaker operating results compared to our expectations may impact our projected cash flows and estimates of weighted average cost of capital, which could result in a potential impairment charge if we are unable to recover the carrying value of our goodwill and other indefinite-lived intangible assets. For goodwill, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the extent the carryingtotal amount of thegoodwill allocated to that reporting unit’s goodwill exceeds the implied fair value of the goodwill.unit. For indefinite-lived intangible assets, an impairment loss is recognized to the extent the carrying amount of the asset exceeds its fair value.

Goodwill Impairment Testing

2022 Annual Impairment Test

For the 20192022 annual goodwill impairment test we elected to bypass the qualitative assessment for all reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of our reporting units. The annual goodwill impairment test during 2019 yielded estimated fair values in excessperformed as of the carrying amounts for all of our reporting units and therefore the second stepbeginning of the quantitative goodwill impairment test was not required. The reporting unit with the least excess fair value had an estimated fair value that exceeded its carrying amount by 15%. No impairment of goodwill resulted from our annual impairment test in 2019. In the fourththird quarter of 2019, the Speedo transaction was a triggering event that indicated that the amount of goodwill allocated to the Heritage Brands Wholesale reporting unit, the reporting unit that includes the Speedo North America business, could be impaired, prompting the need to perform an interim goodwill impairment test for this reporting unit. No goodwill impairment resulted from this interim test. Please see Note 8, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

For the 2018 annual goodwill impairment test,2022, we elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of our reporting units. In making this election, we considered the changes resulting from the then-current macroeconomic environment, in particular the increase in interest rates and the strengthening of the U.S. dollar against most major currencies in which we transact business.
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As a result of our 2022 annual impairment test, we recorded $417 million of noncash impairment charges during the third quarter of 2022, which were included in goodwill and other intangible asset impairments in our Consolidated Statement of Operations. The impairments were driven primarily by a significant increase in discount rates. The impairment charges, which related to the Calvin Klein Wholesale North America, Calvin Klein Licensing and Advertising International and Tommy Hilfiger Retail North America reporting units, were recorded to our segments as follows: $163 million in the Calvin Klein North America segment, $77 million in the Calvin Klein International segment and $177 million in the Tommy Hilfiger North America segment.

Of these reporting units, Calvin Klein Licensing and Advertising International was determined to be partially impaired. The remaining carrying amount of goodwill allocated to this reporting unit as of the date of the test was $41 million. Holding all other assumptions constant, a 100 basis point change in the annual revenue growth rate assumption for this business would have resulted in a change to the estimated fair value of the reporting unit of approximately $8 million. Likewise, a 100 basis point change in the weighted average cost of capital would have resulted in a change to the estimated fair value of the reporting unit of approximately $6 million. While the Calvin Klein Licensing and Advertising International reporting unit was not determined to be fully impaired, it may be at risk of further impairment in the future if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in long-term growth rates or the weighted average cost of capital.

With respect to our other reporting units that were not determined to be impaired, the Calvin Klein Licensing and Advertising North America reporting unit had an estimated fair value that exceeded its carrying amount of $464 million by 9%. The carrying amount of goodwill allocated to this reporting unit as of the date of the test was $330 million. Holding all other assumptions constant, a 100 basis point change in the annual revenue growth rate assumption for this business would have resulted in a change to the estimated fair value of the reporting unit of approximately $43 million. Likewise, a 100 basis point change in the weighted average cost of capital would have resulted in a change to the estimated fair value of the reporting unit of approximately $34 million. While the Calvin Klein Licensing and Advertising North America reporting unit was not determined to be impaired, it may be at risk of future impairment if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in the long-term growth rate or the weighted average cost of capital.

The fair value of the reporting units for goodwill impairment testing was determined using an income approach and validated using a market approach. The income approach was based on discounted projected future (debt-free) cash flows for each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration, inclusive of a Company-specific 4% risk premium to account for the additional risk of uncertainty perceived by market participants related to our overall cash flows due to the macroeconomic environment. Estimated future operating cash flows were discounted at rates of 16.0% or 16.5%, depending on the reporting unit, to account for the relative risks of the estimated future cash flows. For the market approach, used to validate the results of the income approach method, we used the guideline company method, which analyzes market multiples of adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. We classified the fair values of our reporting units as Level 3 fair value measurements due to the use of significant unobservable inputs.

2021 Annual Impairment Test

For the 2021 annual goodwill impairment test during 2018 yielded estimated fair values in excessperformed as of the beginning of the third quarter of 2021, we elected to perform a qualitative assessment first to determine whether it was more likely than not that the fair value of each reporting unit with allocated goodwill was less than its carrying amountsamount.

We assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and reporting unit-specific factors. In performing this assessment, we considered the results of our quantitative interim goodwill impairment test performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) the weighted average cost of capital for each reporting unit as of the beginning of the third quarter of 2021, which was either favorable to or consistent with the weighted average cost of capital used in our 2020 interim test, (ii) a favorable change in our market capitalization and its implied impact on the fair value of our reporting units allsubsequent to the 2020 interim test, and (iii) our recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in our 2020 interim test.

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After assessing these events and circumstances, we determined that it was not more likely than not that the fair value of which had fair values in excess of theeach reporting unit with allocated goodwill was less than its carrying amounts by more than 50%,amount and therefore the second step ofconcluded that the quantitative goodwill impairment test was not required. No impairment of goodwill resulted from our annual impairment test in 2018.2021.

2020 Annual Impairment Test

For the 20192020 annual goodwill impairment test performed as of the beginning of the third quarter of 2020, we elected to perform a qualitative assessment first to determine whether it was more likely than not that the fair value of each reporting unit with allocated goodwill was less than the carrying amount.

We assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and reporting unit-specific factors. In performing this assessment, we considered the results of our quantitative interim goodwill impairment test performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) favorable changes in the weighted average cost of capital subsequent to the 2020 interim test, (ii) a favorable change in our market capitalization and its implied impact on the fair value of our reporting units subsequent to the 2020 interim test, and (iii) our recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in our 2020 interim goodwill impairment test.

After assessing these events and circumstances, we determined that it was not more likely than not that the fair value of each reporting unit with allocated goodwill was less than its carrying amount and concluded that the quantitative goodwill impairment test was not required. No impairment of goodwill resulted from our annual impairment test in 2020.

2020 Interim Impairment Test

We determined in the first quarter of 2020 that the significant adverse impact of the COVID-19 pandemic on our business, including an unprecedented material decline in revenue and earnings and an extended decline in our stock price and associated market capitalization, was a triggering event that required us to perform a quantitative interim goodwill impairment test. As a result of the interim test performed, we recorded $879 million of noncash impairment charges in the first quarter of 2020, which were included in goodwill and other intangible asset impairments in our Consolidated Statement of Operations. The impairment charges, which related to the Heritage Brands Wholesale, Calvin Klein Retail North America, Calvin Klein Wholesale North America, Calvin Klein Licensing and Advertising International, and Calvin Klein International reporting units, were recorded to our segments as follows: $198 million in the Heritage Brands Wholesale segment, $287 million in the Calvin Klein North America segment, and $394 million in the Calvin Klein International segment.

Of these reporting units, Calvin Klein Wholesale North America, Calvin Klein Licensing and Advertising International, and Calvin Klein International were determined to be partially impaired. The remaining carrying amount of goodwill allocated to these reporting units as of the date of our interim test was $162 million, $143 million and $347 million, respectively. While these reporting units were not determined to be fully impaired in the first quarter of 2020, at the time they were considered to be at risk of further impairment in the future if the related businesses did not perform as projected or if market factors utilized in the impairment analysis deteriorated. As discussed in the 2022 annual impairment test section above, we performed a quantitative impairment test for all reporting units in the third quarter of 2022. As a result of this test, the Calvin Klein Wholesale North America reporting unit was determined to be fully impaired and the Calvin Klein Licensing and Advertising International reporting unit was determined to be further partially impaired in the third quarter of 2022. No further impairment was identified for the Calvin Klein International reporting unit and it was no longer considered to be at risk of further impairment in the future.

With respect to our other reporting units that were not determined to be impaired, the Tommy Hilfiger International reporting unit had an estimated fair value that exceeded its carrying amount, as of the date of our interim test, of $2,949 million by 5%. The carrying amount of goodwill allocated to this reporting unit as of the date of our interim test was $1,558 million. While the Tommy Hilfiger International reporting unit was not determined to be impaired in the first quarter of 2020, at the time it was considered to be at risk of future impairment if the related business did not perform as projected or if market factors utilized in the impairment analysis deteriorated. As discussed in the 2022 annual impairment test section above, we performed a quantitative impairment test for all reporting units in the third quarter of 2022. No impairment was identified relating to the Tommy Hilfiger International reporting unit as a result of this test and it was no longer considered to be at risk of further impairment in the future.

The fair value of the reporting units for goodwill impairment testing was determined using an income approach and validated using a market approach. The income approach was based on discounted projected future (debt-free) cash flows for
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each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration. Estimated future operating cash flows used in the interim test were discounted at rates of 10.0%, 10.5% or 11.0%, depending on the reporting unit, to account for the relative risks of the estimated future cash flows. For the market approach, used to validate the results of the income approach method, we used both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenue and EBITDA for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue and EBITDA data from target companies deemed similar to the reporting unit. We classified the fair values of our reporting units as Level 3 fair value measurements due to the use of significant unobservable inputs.

Indefinite-Lived Intangible Assets Impairment Testing

2022 Annual Impairment Test

For the 2022 annual impairment test of allthe TOMMY HILFIGER and Calvin Klein tradenames and the reacquired perpetual license rights for TOMMY HILFIGER in India performed as of the beginning of the third quarter of 2022, we elected to first assess qualitative factors to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount. For these assets, no impairment was identified as a result of our most recent quantitative impairment test and the fair values of these indefinite-lived intangible assets exceptsubstantially exceeded their carrying amounts. The asset with the least excess fair value had an estimated fair value that exceeded its carrying amount by approximately 183% as of the date of our most recent quantitative impairment test. We assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and asset-specific factors, including changes in the weighted average cost of capital for each of our indefinite-lived intangible assets since the Australiadate of the most recent quantitative test and our recent financial performance and updated financial forecasts as compared to those used in the most recent quantitative tests. After assessing these events and circumstances, we determined qualitatively that it was not more likely than not that the fair values of these indefinite-lived intangible assets were less than their carrying amounts and concluded that the quantitative impairment test was not required.

For the 2022 annual impairment test of the Warner’s tradename and the reacquired perpetual license rights recorded in connection with the Australia acquisition performed as of the beginning of the third quarter of 2022, we elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test using a discounted cash flow methodtest. With regard to estimate fair value. For the Australia reacquired perpetual license rights, since onlywe determined that its fair value substantially exceeded its carrying amount and, therefore, the asset was not impaired. The fair value of the Warner’s tradename exceeded its carrying amount of $96 million by 4% at the testing date. Holding all other assumptions constant, a few months had passed since100 basis point change in the annual revenue growth rate of the related business would have resulted in a change to the estimated fair value of the asset of approximately $7 million. Likewise, a 100 basis point change in the weighted average cost of capital would have resulted in a change to the estimated fair value of the asset of approximately $7 million. While the Warner’s tradename was not determined to be impaired, it may be at risk of future impairment if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in the long-term growth rate or the weighted average cost of capital.

The fair value of the Warner’s tradename was determined using an income-based relief-from-royalty method. Under this method, the value of an asset is estimated based on the hypothetical cost savings that accrue as a result of not having to license the tradename from another party. These cash flows are discounted to present value using a discount rate that factors in the relative risk of the intangible asset. We discounted the cash flows used to value the Warner’s tradename at a rate of 16.0%. The fair value of our reacquired perpetual license rights recorded in connection with the Australia acquisition was determined using an income approach which estimates the net cash flows directly attributable to the subject intangible asset. These cash flows are discounted to present value using a discount rate that factors in the relative risk of the intangible asset. We discounted the cash flows used to value the reacquired perpetual license rights recorded in connection with the Australia acquisition at a rate of 19.0%. We classified the fair values of these indefinite-lived intangible assets as Level 3 fair value measurements due to the use of significant unobservable inputs.

2021 Annual Impairment Test

For the 2021 annual indefinite-lived intangible assets impairment test performed as of the beginning of the third quarter of 2021, we elected to assess qualitative factors first to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount.

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We assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and asset-specific factors. In performing this assessment, we considered the results of our interim impairment testing performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) the weighted average cost of capital for each of our indefinite-lived intangible assets as of the beginning of the third quarter of 2021, which was either favorable to or consistent with the weighted average cost of capital used in our 2020 interim test and (ii) our recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in our 2020 interim test.

After assessing these events and circumstances, we determined that it was not more likely than not that the fair value of our indefinite-lived intangible assets were less than their carrying amounts and concluded that a quantitative impairment test was not required. No impairment of indefinite-lived intangible assets resulted from our annual impairment test in 2021.

2020 Annual Impairment Test

For the 2020 annual indefinite-lived intangible assets impairment test performed as of the beginning of the third quarter of 2020, we elected to assess qualitative factors first to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount.

We assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and asset-specific factors. In performing this assessment, we considered the results of our interim impairment testing performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) favorable changes in the weighted average cost of capital subsequent to the interim test and (ii) our recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in our 2020 interim test.

After assessing these events and circumstances, we determined that it was not more likely than not that the fair value of our indefinite-lived intangible assets were less than their carrying amounts and concluded that a quantitative impairment test was not required. No impairment of indefinite-lived intangible assets resulted from our annual impairment test in 2020.
2020 Interim Impairment Test

We determined in the first quarter of 2020 that the impact of the COVID-19 pandemic on May 31,our business was a triggering event that prompted the need to perform interim impairment testing of our indefinite-lived intangible assets. For the TOMMY HILFIGER, Calvin Klein, and Warner’s tradenames, our then-owned Van Heusen tradename and the reacquired perpetual license rights for TOMMY HILFIGER in India, we elected to first assess qualitative factors to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount. For these assets, no impairment was identified as a result of our prior annual indefinite-lived intangible asset impairment test in 2019 and the businessfair values of these indefinite-lived intangible assets substantially exceeded their carrying amounts. The asset with the least excess fair value had performed better than initially expected,an estimated fair value that exceeded its carrying amount by approximately 85% as of the date of our 2019 annual test. Considering this and other factors, we determined qualitatively that it was not more likely than not that the fair valuevalues of these reacquired perpetual license rightsindefinite-lived intangible assets were less than thetheir carrying amountamounts and concluded that the quantitative impairment test in the first quarter of 2020 was not required. The fair values of all of our indefinite-lived intangible assets substantially exceed their carrying amounts,

For the then-owned ARROW and Geoffrey Beene tradenames and the reacquired perpetual license rights recorded in connection with the exception ofAustralia acquisition, we elected to bypass the perpetual license right relatedqualitative assessment and proceeded directly to our Speedo North America business, which had a fair value that exceeded its carrying amount by 3% at the testing date. In the fourth quarter of 2019, the Speedo transaction was a triggering event that prompted the need to perform an interimquantitative impairment test of this perpetual license right.test. As a result of this quantitative interim impairment testing, we recorded $47 million of noncash impairment charges in the first quarter of 2020 to write down the two tradenames. This included $36 million to write down the ARROW tradename, which had a carrying amount as of the date of our interim test of $79 million, to a fair value of $43 million, and $12 million to write down the perpetual license right was determinedGeoffrey Beene tradename, which had a carrying amount of $17 million, to be impaired and ana fair value of $5 million. The $47 million of impairment charge of $116 million wascharges recorded to other noncash loss, net in the first quarter of 2020 was included in goodwill and other intangible asset impairments in our Consolidated Income Statement.Statement of Operations and allocated to our Heritage Brands Wholesale segment. The Van Heusen, ARROW and Geoffrey Beene tradenames were subsequently sold in the third quarter of 2021 in connection with the Heritage Brands transaction. Please see Note 4, “Assets Held For Sale,3, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

discussion of the Heritage Brands transaction.
For
With regard to the 2018 annual impairment testreacquired perpetual license rights recorded in connection with the Australia acquisition, we determined in the first quarter of all indefinite-lived intangible assets, except for2020 that its fair value substantially exceeded its carrying amount and, therefore, the asset was not impaired.

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The fair value of the ARROW and Geoffrey Beene tradenames was determined using an income-based relief-from-royalty method. Under this method, the value of an asset is estimated based on the hypothetical cost savings that accrue as a result of not having to license the tradename we electedfrom another party. These cash flows are discounted to bypass the qualitative assessment and proceeded directly to the quantitative impairment testpresent value using a discount rate that factors in the relative risk of the intangible asset. We discounted the cash flow methodflows used to estimate fair value. Forvalue theARROW and Geoffrey Beene tradename, since onlytradenames at a few months had passed since the acquisition on April 20, 2018 and there had not been any significant changes in the business, we determined qualitatively that it was not more likely than not that therate of 10.0%. The fair value of this tradenameour reacquired perpetual license rights recorded in connection with the Australia acquisition was less thandetermined using an income approach, which estimates the carrying amount and concludednet cash flows directly attributable to the subject intangible asset. These cash flows are discounted to present value using a discount rate that factors in the


quantitative impairment test was not required. No impairment relative risk of the intangible asset. We discounted the cash flows used to value the reacquired perpetual license rights recorded in connection with the Australia acquisition at a rate of 10.0%. We classified the fair values of these indefinite-lived intangible assets resulted from ouras Level 3 fair value measurements due to the use of significant unobservable inputs.

Please see Note 7, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of goodwill and indefinite-lived intangible assets.

There have been no significant events or change in circumstances since the date of the 2022 annual impairment tests in 2018.

that would indicate the remaining carrying amounts of our goodwill and indefinite-lived intangible assets may be impaired as of January 29, 2023. If different assumptions for our goodwill and other indefinite-lived intangible assets impairment tests had been applied, significantly different outcomes could have resulted. There can be no assurance that the estimates and assumptions used in our goodwill and indefinite-lived intangible assets impairment testing performed in 2019 will provecontinues to be accurate predictions ofsignificant uncertainty in the future. For example, if generalcurrent macroeconomic conditionsenvironment due to inflationary pressures globally, the war in Ukraine and its broader macroeconomic implications, and foreign currency volatility. If market factors utilized in the impairment analysis deteriorate or otherwise vary from current assumptions (including those resulting in changes in the weighted average cost of capital), industry or market conditions deteriorate, business conditions or strategies for a specific reporting unit change from current assumptions, including cost increases or loss of major customers, our businesses do not perform as projected, or there is an extended period of a significant decline in our stock price, thiswe could be an indicator that the excess fair value of our reporting units could be lessened and the chance of an impairment ofincur additional goodwill and other indefinite-lived intangible assets could be raised.asset impairment charges in the future.

Pension and Benefit Plans—Pension and benefit plan expenses are recorded throughout the year based on calculations using actuarial valuations that incorporate estimates and assumptions that depend in part on financial market, economic and demographic conditions, including expected long-term rate of return on assets, discount rate and mortality rates. These assumptions require significant judgment. Actuarial gains and losses, which occur when actual experience differs from our actuarial assumptions, are recognized in the year in which they occur and could have a material impact on our operating results. These gains and losses are measured at least annually at the end of our fiscal year and, as such, are generally recorded during the fourth quarter of each year.

The expected long-term rate of return on assets is based on historical returns and the level of risk premium associated with the asset classes in which the portfolio is invested as well as expectations for the long-term future returns of each asset class. The expected long-term rate of return for each asset class is then weighted based on the target asset allocation to develop the expected long-term rate of return on assets assumption for the portfolio. The expected return on plan assets is recognized quarterly and determined at the beginning of the year by applying the long-term expected rate of return on assets to the actual fair value of plan assets adjusted for expected benefit payments, contributions and plan expenses. At the end of the year, the fair value of the assets is remeasured and any difference between the actual return on assets and the expected return is recorded in earnings as part of the actuarial gain or loss.

The discount rate is determined based on current market interest rates. It is selected by constructing a hypothetical portfolio of high quality corporate bonds that matches the cash flows from interest payments and principal maturities of the portfolio to the timing of benefit payments to participants. The yield on such a portfolio is the basis for the selected discount rate. Service and interest cost is measured using the discount rate as of the beginning of the year, while the projected benefit obligation is measured using the discount rate as of the end of the year. The impact of the change in the discount rate on our projected benefit obligation is recorded in earnings as part of the actuarial gain or loss.

We revised during each of 20192021 and 20182020 the mortality assumptions used to determine our benefit obligations based on recently published actuarial mortality tables. These changes in life expectancy resulted in changes to the period for which we expect benefits to be paid. In 20192021, the increase in life expectancy increased our benefit obligations and 2018,future expense. In 2020, the decrease in life expectancy decreased our benefit obligations and future expense.

We also periodically review and revise, as necessary, other plan assumptions such as rates of compensation increases, retirement and termination based on historical experience and anticipated future management actions. We have not historically had significant adjustmentsDuring 2021, we revised these assumptions based on recent trends and our future expectations at that time, which resulted in a decrease to these assumptions.our benefit obligations and future expense.
61



Actual results could differ from our assumptions, which would require adjustments to our balance sheet and could result in volatility in our future net benefit cost. Holding all other assumptions constant, a 1% change in the assumed rate of return on assets would result in a change to 2020our 2023 net benefit cost related to the pension plans of approximately $7$5 million. Likewise, a 0.25% change in the assumed discount rate would result in a change to 2020our 2023 net benefit cost of approximately $45$23 million.

Note 13,12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report sets forth certain significant rate assumptions and information regarding our target asset allocation, which are used in performing calculations related to our pension plans.

Stock-based compensation—Accounting for stock-based compensation requires measurement of compensation cost for all stock-based awards at fair value on the date of grant and recognition of compensation cost over the requisite service period for


awards expected to vest.period. We use the Black-Scholes-Merton option pricing model to determine the grant date fair value of our stock options. This model uses assumptions that include the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. The grant date fair value of restricted stock units is determined based on the quoted price of our common stock on the date of grant. The grant date fair value of our stock options and restricted stock units is recognized as expense over the requisite service period, net of actual forfeitures.

We use the Monte Carlo simulation model to determine the grant date fair value of our contingently issuable performance shares that are subject to market conditions. This model uses assumptions that include the risk-free interest rate, expected volatility and expected dividend yield. The grant date fair value of these awards is recognized as expense ratably over the requisite service period, net of actual forfeitures, regardless of whether the market condition is satisfied. The grant date fair value of contingently issuable performance shares that are subject tonot based on market conditions is established using a Monte Carlo simulation model.based on the quoted price of our common stock on the date of grant, reduced for the present value of any dividends expected to be paid on our common stock during the requisite service period, as these contingently issuable performance shares do not accrue dividends. We record expense for these awards over the requisite service period, net of actual forfeitures, based on the grant date fair value and our current expectation of the probable number of shares that will ultimately be issued. Certain contingently issuable performance shares that are subject to market conditions are also subject to a holding period of one year after the vesting date. For such awards, the grant date fair value is discounted for the restriction of liquidity, which is calculated using a model that is deemed appropriate after an evaluation of current market conditions.

When estimating the Chaffe model. We record expense forgrant date fair value of stock-based awards, we consider whether an adjustment is required to the awards thatclosing price or the expected volatility of our common stock on the date of grant when we are subjectin possession of material non-public information. Note 13, “Stock-Based Compensation,” in the Notes to market conditions ratably overConsolidated Financial Statements included in Item 8 of this report sets forth certain significant assumptions used to determine the vesting period, netfair value of actual forfeitures, regardless of whether the market condition is satisfied.our stock options and contingently issuable performance shares.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information with respect to Quantitative and Qualitative Disclosures About Market Risk appears under the heading “Market Risk” in Item 7.

Item 8. Financial Statements and Supplementary Data

See page F-1 of this report for a listing of the consolidated financial statements and supplementary data included in this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

62


Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and Chief Operating & Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chairman and Chief Executive Officer and Chief Operating & Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chairman and Chief Executive Officer and Chief Operating & Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management’s report on internal control over financial reporting and our independent registered public accounting firm’s audit report on our assessment of our internal control over financial reporting can be found on pages F-65F-66 and F-66.F-67.

Changes in Internal Control over Financial Reporting

We implemented internal controls in connection with our adoption of the new lease accounting standard in the first quarter of 2019. There have been no other changes in our internal control over financial reporting during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are currently undertaking a major multi-year SAP S/4 implementation to upgrade our platforms and systems worldwide. The implementation is occurring in phases over multiple years. We successfully launched the Global Finance functionality on the SAP S/4 platform in Asia and North America in the first quarter of 2020 and the commercial functionality on the SAP S/4 platform for certain businesses in North America in the third quarter of 2021.

As a result of this multi-year implementation, we have made certain changes to our processes and procedures, including as a result of the functionality launched to date, which have resulted in changes to our internal control over financial reporting. However, these changes were not material. We expect to continue to make changes as we launch the commercial functionality for additional businesses in future periods. While we expect this implementation to strengthen our internal control over financial reporting by automating certain manual processes and standardizing business processes and reporting across our organization, we will continue to evaluate and monitor our internal control over financial reporting for material changes as processes and procedures in the affected areas evolve. For a discussion of risks related to the implementation of new systems and hardware, please see our Information Technology risk factor “We rely significantly on information technology. Our business and reputation could be adversely impacted if our computer systems, or systems of our business partners and service providers, are disrupted or cease to operate effectively or if we or they are subject to a data security or privacy breach” in Item 1A. Risk Factors of this report.

Item 9B. Other Information

Not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
56
63




PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information with respect to Directors of the Registrant is incorporated herein by reference to the section entitled “Election of Directors” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2020. Information with respect to compliance by our officers and directors with Section 16(a) of the Securities Exchange Act is incorporated herein by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2020.22, 2023. Information with respect to our executive officers is contained in the section entitled “Executive Officers of the Registrant” in Part I, Item 1 of this report. Information with respect to the procedure by which security holders may recommend nominees to ourthe PVH Board of Directors and with respect to our Audit & Risk Management Committee, our Audit Committee Financial Expert and our Code of Ethics for the Chief Executive and Senior Financial Officers is incorporated herein by reference to the section entitled “Election of Directors”“Corporate Governance” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2020.22, 2023.

Item 11. Executive Compensation

Information with respect to Executive Compensation is incorporated herein by reference to the sections entitled “Executive Compensation Tables,” “Compensation Committee Report,” “Compensation Discussion & Analysis,” “Corporate Governance - Committees - Compensation Committee” and Analysis” and “Compensation Committee Interlocks and Insider Participation”“Director Compensation” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2020.22, 2023.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to the Security Ownership of Certain Beneficial Owners and Management and Equity Compensation Plan Information is incorporated herein by reference to the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2020.22, 2023.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information with respect to Certain Relationships and Related Transactions and Director Independence is incorporated herein by reference to the sections entitled “Transactions with Related Persons,”Persons” and “Election of Directors” and “Director Compensation” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2020.22, 2023.

Item 14. Principal Accounting Fees and Services

Information with respect to Principal Accounting Fees and Services is incorporated herein by reference to the section entitled “Ratification of the Appointment of Auditor” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2020.22, 2023.


57
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PART IV


Item 15. Exhibits, Financial Statement Schedules
(a)(1)See page F-1 for a listing of the consolidated financial statements included in Item 8 of this report.
(a)(2)See page F-1 for a listing of consolidated financial statement schedules submitted as part of this report.
(a)(3)The following exhibits are included in this report:

Exhibit

 Number
2.13.1
3.1
3.2
4.1

4.2
Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.01 to our Registration Statement on Form S-3 (Reg. No. 33-50751) filed on October 26, 1993); First Supplemental Indenture, dated as of October 17, 2002, to Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.15 to our Quarterly Report on Form 10-Q for the period ended November 3, 2002); Second Supplemental Indenture, dated as of February 12, 2002, to Indenture, dated as of November 1, 1993, between Phillips-Van Heusen Corporation and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on February 26, 2003); Third Supplemental Indenture, dated as of May 6, 2010, between Phillips-Van Heusen Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (incorporated by reference to Exhibit 4.16 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010); Fourth Supplemental Indenture, dated as of February 13, 2013, to Indenture, dated as of November 1, 1993, between PVH Corp. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.11 to our Quarterly Report on Form 10-Q for the period ended May 5, 2013).

4.3
4.4
4.5
4.4
+4.6
4.5


4.6
*10.1
Phillips-Van Heusen Corporation Capital Accumulation Plan (incorporated by reference to our Current Report on Form 8-K, filed on January 16, 1987); Phillips-Van Heusen Corporation Amendment to Capital Accumulation Plan (incorporated by reference to Exhibit 10(n) to our Annual Report on Form 10-K for the fiscal year ended February 2, 1987); Form of Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to individual participants (incorporated by reference to Exhibit 10(1) to our Annual Report on Form 10-K for the fiscal year ended January 31, 1988); Form of Agreement amending Phillips-Van Heusen Corporation Capital Accumulation Plan with respect to individual participants (incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q for the period ended October 29, 1995).
*10.2
65


*10.3
*10.4
Second Amended and Restated Employment Agreement, dated as of December 23, 2008, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); First Amendment to Second Amended and Restated Employment Agreement, dated as of January 29, 2010, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 2, 2010); Second Amendment to Second Amended and Restated Employment Agreement, dated as of May 27, 2010, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010); Third Amendment to Second Amended and Restated Employment Agreement, dated January 28, 2011, between Phillips-Van Heusen Corporation and Emanuel Chirico (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed January 28, 2011).
*10.5

*10.6
*10.7
*10.8
*10.9
10.5
*10.10
10.6
*10.11
10.7
*10.12
10.8


*10.13
10.9
Form of Restricted Stock Unit Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on April 11, 2007); Revised Form of Restricted Stock Unit Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Corporation Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended May 6, 2007); Revised Form of Restricted Stock Unit Award Agreement for Employees under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of July 1, 2008 (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended August 3, 2008); Revised Form of Restricted Stock Unit Award Agreement for Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of September 24, 2008 (incorporated by reference to Exhibit 10.39 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009).
*10.14
10.10
*10.15
10.11
Form of Performance Share Award Agreement under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on May 8, 2007); Revised Form of Performance Share Award Agreement under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of April 30, 2008 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended May 4, 2008); Revised Form of Performance Share Award Agreement under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of December 16, 2008 (incorporated by reference to Exhibit 10.42 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); Revised Form of Performance Share Award Agreement under the PVH Corp. 2006 Stock Incentive Plan, effective as of April 25, 2012 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended April 29, 2012); Alternative Form of Performance Share Unit Award Agreement under the PVH Corp. 2006 Stock Incentive Plan, effective as of May 1, 2013 (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended May 5, 2013).
*10.16
10.12
Revised Form of Restricted Stock Unit Award Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of July 1, 2008 (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the period ended August 3, 2008); Revised Form of Restricted Stock Unit Award Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of September 24, 2008 (incorporated by reference to Exhibit 10.45 to our Annual Report on Form 10-K for the fiscal year ended February 1, 2009); Revised Form of Restricted Stock Unit Award Agreement for Directors under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan, effective as of June 24, 2010 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended August 1, 2010).
*10.17
10.13
10.18
Credit and Guaranty Agreement, dated as of February 13, 2013, among PVH Corp., Tommy Hilfiger B.V., certain subsidiaries of PVH Corp., Barclays Bank PLC as Administrative Agent and Collateral Agent, Joint Lead Arranger and Joint Lead Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated as Co-Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner, Citigroup Global Markets Inc. as Co-Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner, Credit Suisse Securities (USA) LLC as Co-Documentation Agent and Joint Lead Bookrunner, Royal Bank of Canada as Co-Documentation Agent, and RBC Capital Markets as Joint Lead Bookrunner (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 5, 2013); First Amendment to Credit Agreement, dated as of March 21, 2014, entered into by and among PVH Corp., PVH B.V. (formerly known as Tommy Hilfiger B.V.), the Guarantors listed on the signature pages thereto, each Lender party thereto, each Lender Counterparty party thereto, each Issuing Bank party thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 4, 2014); Second Amendment to Credit Agreement, dated as of May 19, 2016, entered into by and among PVH Corp., PVH B.V., the Guarantors listed on the signature pages thereto, each Lender party thereto, each Issuing Bank party thereto, the Swing Line Lender party thereto and Barclays Bank PLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended July 31, 2016).


66


10.19
10.14
Credit and Guaranty Agreement, dated as of April 29, 2019, among PVH Corp., PVH Asia Limited, PVH B.V., certain subsidiaries of PVH Corp., Barclays Bank PLC as Administrative Agent, Joint Lead Arranger and Joint Lead Bookrunner, Citibank, N.A. as Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated as Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner, JPMorgan Chase Bank, N.A. as Documentation Agent, Joint Lead Arranger and Joint Lead Bookrunner, Royal Bank of Canada as Documentation Agent, MUFG Securities Americas Inc. as Documentation Agent, US Bancorp as Documentation Agent, Wells Fargo Securities, LLC as Documentation Agent and RBC Capital Markets, LLC as Joint Lead Arranger and Joint Lead Bookrunner (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended May 5, 2019).
*10.20
*+10.21
10.15
*10.22
 *10.23*10.16
*10.24


*10.25
10.17

*10.26

*10.27

+21
*10.18
*10.19
*10.20
*10.21
*10.22
*10.23
*,+10.24
+10.25
Credit Agreement, dated as of December 9, 2022, among PVH Corp., certain subsidiaries of PVH Corp., Barclays Bank PLC as Administrative Agent, Joint Lead Arranger and Joint Lead Bookrunner, Citibank, N.A. as Syndication Agent, Joint Lead Arranger and Joint Lead Bookrunner, BOFA Securities, Inc. as Documentation Agent, Joint Lead Arranger and Joint Lead Bookrunner, Truist Bank as Documentation Agent, Bank of China, New York Branch, as Documentation Agent, BNP Paribas asDocumentation Agent, DBS Bank LTD. as Documentation Agent, Citizens Bank, N.A. as Documentation Agent, HSBC Bank USA, National Association as Documentation Agent, Standard Chartered Bank as Documentation Agent, The Bank of Nova Scotia as Documentation Agent, U.S. Bank National Association as Documentation Agent,JPMorgan Chase Bank, N.A. as Joint Lead Arranger and Joint Lead Bookrunner, and Truist Securities, Inc. as Joint Lead Arranger and Joint Lead Bookrunner.
+21
+23
+31.1
67


+31.2
*,+32.1
  +32.1
*,+32.2
+101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+101.SCH
Inline XBRL Taxonomy Extension Schema Document
+101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
+101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
+101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document


+101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
________________

+Filed or furnished herewith.
+    Filed or furnished herewith.

*Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.
*    Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

Exhibits 32.1 and 32.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

(b)Exhibits: See (a)(3) above for a listing of the exhibits included as part of this report.

(c)Financial Statement Schedules: See page F-1 for a listing of the consolidated financial statement schedules submitted as part of this report.

(b)Exhibits: See (a)(3) above for a listing of the exhibits included as part of this report.

(c)Financial Statement Schedules: See page F-1 for a listing of the consolidated financial statement schedules submitted as part of this report.

62
68




Item 16. Form 10-K Summary

None.

None.
63
69



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.

Dated: April 1, 2020
Dated: March 28, 2023
PVH CORP.
By:/s/ EMANUEL CHIRICOSTEFAN LARSSON
Emanuel ChiricoStefan Larsson
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ STEFAN LARSSONDirector and Chief Executive OfficerMarch 28, 2023
Stefan Larsson(Principal Executive Officer)
/s/ ZACHARY COUGHLINExecutive Vice President and Chief FinancialMarch 28, 2023
Zachary Coughlin  Officer (Principal Financial Officer)
/s/ JAMES W. HOLMESExecutive Vice President and ControllerMarch 28, 2023
James W. Holmes(Principal Accounting Officer)
SignatureTitleDate
/s/ EMANUEL CHIRICOChairman and Chief Executive OfficerApril 1, 2020
Emanuel Chirico(Principal Executive Officer)
/s/ MICHAEL SHAFFERCALBERTExecutive Vice President and Chief Operating &Chairman (Director)April 1, 2020March 28, 2023
Michael ShafferFinancial Officer (Principal Financial Officer)Calbert
/s/ JAMES W. HOLMESAJAY BHALLASenior Vice President and ControllerDirectorApril 1, 2020March 28, 2023
James W. Holmes(Principal Accounting Officer)Ajay Bhalla
/s/ MARY BAGLIVODirectorApril 1, 2020
Mary Baglivo
/s/ BRENT CALLINICOSDirectorApril 1, 2020March 28, 2023
Brent Callinicos
/s/ JUAN R. FIGUEREOGEORGE CHEEKSDirectorApril 1, 2020March 28, 2023
Juan R. FiguereoGeorge Cheeks
/s/ JOSEPH B. FULLERDirectorApril 1, 2020March 28, 2023
Joseph B. Fuller
/s/ JUDITH AMANDA SOURRY KNOX

DirectorApril 1, 2020March 28, 2023
Judith Amanda Sourry Knox

/s/ V. JAMES MARINODirectorApril 1, 2020March 28, 2023
V. James Marino
/s/ GERALDINE (PENNY) MCINTYREDirectorApril 1, 2020March 28, 2023
Geraldine (Penny) McIntyre
/s/ AMY MCPHERSONDirectorApril 1, 2020March 28, 2023
Amy McPherson
/s/ HENRY NASELLADirectorApril 1, 2020
Henry Nasella
/s/ ALLISON PETERSONDirectorMarch 28, 2023
Allison Peterson
/s/ EDWARD R. ROSENFELDDirectorApril 1, 2020March 28, 2023
Edward R. Rosenfeld
/s/ CRAIG RYDINDirectorApril 1, 2020
Craig Rydin

70
64




FORM 10-K-ITEM 15(a)(1) and 15(a)(2)

PVH CORP.

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

15(a)(1)  The following consolidated financial statements and supplementary data are included in Item 8 of this report:





15(a)(2)  The following consolidated financial statement schedule is included herein:



All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.


F-1




PVH CORP.

CONSOLIDATED INCOME STATEMENTS OF OPERATIONS
(In millions, except per share data)

 202220212020
Net sales$8,544.9 $8,723.7 $6,798.7 
Royalty revenue372.0 340.1 260.4 
Advertising and other revenue107.3 90.9 73.5 
Total revenue9,024.2 9,154.7 7,132.6 
Cost of goods sold (exclusive of depreciation and amortization)3,901.3 3,830.6 3,355.8 
Gross profit5,122.9 5,324.1 3,776.8 
Selling, general and administrative expenses4,377.4 4,453.9 3,983.2 
Goodwill and other intangible asset impairments417.1 — 933.5 
Non-service related pension and postretirement income(91.9)(64.1)(75.9)
Other (gain) loss, net— (118.9)3.1 
Equity in net income (loss) of unconsolidated affiliates50.4 23.7 (4.6)
Income (loss) before interest and taxes470.7 1,076.9 (1,071.7)
Interest expense89.6 108.6 125.5 
Interest income7.1 4.4 4.2 
Income (loss) before taxes388.2 972.7 (1,193.0)
Income tax expense (benefit)187.8 20.7 (55.5)
Net income (loss)200.4 952.0 (1,137.5)
Less: Net loss attributable to redeemable non-controlling interest— (0.3)(1.4)
Net income (loss) attributable to PVH Corp.$200.4 $952.3 $(1,136.1)
Basic net income (loss) per common share attributable to PVH Corp.$3.05 $13.45 $(15.96)
Diluted net income (loss) per common share attributable to PVH Corp.$3.03 $13.25 $(15.96)

 2019 2018 2017
Net sales$9,400.0
 $9,154.2
 $8,439.4
Royalty revenue379.9
 375.9
 366.3
Advertising and other revenue129.1
 126.7
 109.1
Total revenue9,909.0
 9,656.8
 8,914.8
Cost of goods sold (exclusive of depreciation and amortization)4,520.6
 4,348.5
 4,020.4
Gross profit5,388.4
 5,308.3
 4,894.4
Selling, general and administrative expenses4,715.2
 4,432.8
 4,245.2
Non-service related pension and postretirement cost90.0
 5.1
 3.0
Debt modification and extinguishment costs5.2
 
 23.9
Other noncash loss, net28.9
 
 
Equity in net income of unconsolidated affiliates9.6
 21.3
 10.1
Income before interest and taxes558.7
 891.7
 632.4
Interest expense120.0
 120.8
 128.5
Interest income5.3
 4.7
 6.3
Income before taxes444.0
 775.6
 510.2
Income tax expense (benefit)28.9
 31.0
 (25.9)
Net income415.1
 744.6
 536.1
Less: Net loss attributable to redeemable non-controlling interest(2.2) (1.8) (1.7)
Net income attributable to PVH Corp.$417.3
 $746.4
 $537.8
Basic net income per common share attributable to PVH Corp.$5.63
 $9.75
 $6.93
Diluted net income per common share attributable to PVH Corp.$5.60
 $9.65
 $6.84

























See notes to consolidated financial statements.

F-2




PVH CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)


202220212020
Net income (loss)$200.4 $952.0 $(1,137.5)
Other comprehensive (loss) income:
Foreign currency translation adjustments(68.3)(268.1)278.5 
Net unrealized and realized (loss) gain related to effective cash flow hedges, net of tax (benefit) expense of $(19.7), $25.0 and $(5.6)(56.2)90.7 (63.1)
Net gain (loss) on net investment hedges, net of tax expense (benefit) of $6.3, $27.5 and $(30.6)24.1 83.8 (94.4)
Total other comprehensive (loss) income(100.4)(93.6)121.0 
Comprehensive income (loss)100.0 858.4 (1,016.5)
Less: Comprehensive loss attributable to redeemable non-controlling interest— (0.3)(1.4)
Comprehensive income (loss) attributable to PVH Corp.$100.0 $858.7 $(1,015.1)

 2019 2018 2017
Net income$415.1
 $744.6
 $536.1
Other comprehensive (loss) income:     
Foreign currency translation adjustments(157.8) (361.3) 561.3
Net unrealized and realized (loss) gain related to effective cash flow hedges, net of tax (benefit) expense of $(1.0), $3.2 and $0.1(4.1) 101.8
 (99.1)
Net gain (loss) on net investment hedges, net of tax expense (benefit) of $9.6, $22.5 and $(28.7)29.7
 73.1
 (70.8)
Total other comprehensive (loss) income(132.2) (186.4) 391.4
Comprehensive income282.9
 558.2
 927.5
Less: Comprehensive loss attributable to redeemable non-controlling interest(2.2) (1.8) (1.7)
Comprehensive income attributable to PVH Corp.$285.1
 $560.0
 $929.2













































See notes to consolidated financial statements.

F-3




PVH CORP.

CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
February 2,
2020
 February 3,
2019
January 29,
2023
January 30,
2022
ASSETS   ASSETS  
Current Assets:   Current Assets:  
Cash and cash equivalents$503.4
 $452.0
Cash and cash equivalents$550.7 $1,242.5 
Trade receivables, net of allowances for doubtful accounts of $21.1 and $21.6741.4
 777.8
Trade receivables, net of allowances for credit losses of $42.6 and $61.9Trade receivables, net of allowances for credit losses of $42.6 and $61.9923.7 745.2 
Other receivables23.7
 26.0
Other receivables21.5 20.1 
Inventories, net1,615.7
 1,732.4
Inventories, net1,802.6 1,348.5 
Prepaid expenses159.9
 168.7
Prepaid expenses209.2 169.0 
Other112.9
 81.7
Other72.7 128.4 
Assets held for sale237.2
 
Total Current Assets3,394.2
 3,238.6
Total Current Assets3,580.4 3,653.7 
Property, Plant and Equipment, net1,026.8
 984.5
Property, Plant and Equipment, net904.0 906.1 
Operating Lease Right-of-Use Assets1,675.8
 
Operating Lease Right-of-Use Assets1,295.7 1,349.0 
Goodwill3,677.6
 3,670.5
Goodwill2,359.0 2,828.9 
Tradenames2,830.2
 2,863.7
Tradenames2,701.1 2,722.9 
Other Intangibles, net650.5
 705.5
Other Intangibles, net548.8 584.1 
Other Assets, including deferred taxes of $40.3 and $40.5375.9
 400.9
Other Assets, including deferred taxes of $33.8 and $46.1Other Assets, including deferred taxes of $33.8 and $46.1379.3 352.1 
Total Assets$13,631.0
 $11,863.7
Total Assets$11,768.3 $12,396.8 
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities: 
  
Current Liabilities:  
Accounts payable$882.8
 $924.2
Accounts payable$1,327.4 $1,220.8 
Accrued expenses929.6
 891.6
Accrued expenses874.0 1,100.8 
Deferred revenue64.7
 65.3
Deferred revenue54.3 44.9 
Current portion of operating lease liabilities363.5
 
Current portion of operating lease liabilities353.7 375.4 
Short-term borrowings49.6
 12.8
Short-term borrowings46.2 10.8 
Current portion of long-term debt13.8
 
Current portion of long-term debt111.9 34.8 
Liabilities related to assets held for sale57.1
 
Total Current Liabilities2,361.1
 1,893.9
Total Current Liabilities2,767.5 2,787.5 
Long-Term Portion of Operating Lease Liabilities1,532.0
 
Long-Term Portion of Operating Lease Liabilities1,140.0 1,214.4 
Long-Term Debt2,693.9
 2,819.4
Long-Term Debt2,177.0 2,317.6 
Other Liabilities, including deferred taxes of $558.1 and $565.21,234.5
 1,322.4
Redeemable Non-Controlling Interest(2.0) 0.2
Other Liabilities, including deferred taxes of $357.5 and $373.9Other Liabilities, including deferred taxes of $357.5 and $373.9671.1 788.5 
Stockholders’ Equity:   Stockholders’ Equity:
Preferred stock, par value $100 per share; 150,000 total shares authorized
 
Preferred stock, par value $100 per share; 150,000 total shares authorized— — 
Common stock, par value $1 per share; 240,000,000 shares authorized; 85,890,276 and 85,446,141 shares issued85.9
 85.4
Additional paid in capital – common stock3,075.4
 3,017.3
Common stock, par value $1 per share; 240,000,000 shares authorized; 87,641,611 and 87,107,155 shares issuedCommon stock, par value $1 per share; 240,000,000 shares authorized; 87,641,611 and 87,107,155 shares issued87.6 87.1 
Additional paid-in capital – common stockAdditional paid-in capital – common stock3,244.5 3,198.4 
Retained earnings4,753.0
 4,350.1
Retained earnings4,753.1 4,562.8 
Accumulated other comprehensive loss(640.1) (507.9)Accumulated other comprehensive loss(713.1)(612.7)
Less: 13,597,113 and 10,042,510 shares of common stock held in treasury, at cost(1,462.7) (1,117.1)
Less: 24,932,374 and 18,572,482 shares of common stock held in treasury, at costLess: 24,932,374 and 18,572,482 shares of common stock held in treasury, at cost(2,359.4)(1,946.8)
Total Stockholders’ Equity5,811.5
 5,827.8
Total Stockholders’ Equity5,012.7 5,288.8 
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity$13,631.0
 $11,863.7
Total Liabilities and Stockholders’ EquityTotal Liabilities and Stockholders’ Equity$11,768.3 $12,396.8 




See notes to consolidated financial statements.

F-4




PVH CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 2019 2018 2017 
OPERATING ACTIVITIES      
Net income$415.1
 $744.6
 $536.1
 
Adjustments to reconcile to net cash provided by operating activities: 
  
  
 
Depreciation and amortization323.8
 334.8
 324.9
 
Equity in net income of unconsolidated affiliates(9.6) (21.3) (10.1) 
Deferred taxes(72.9)
(113.3)
(1) 
(224.6)
(1) 
Stock-based compensation expense56.1
 56.2
 44.9
 
Impairment of long-lived assets109.9
(2) 
17.9
 7.5
 
Actuarial loss on retirement and benefit plans97.8
 15.0
 2.5
 
Settlement loss on retirement plans
 
 9.4
 
Debt modification and extinguishment costs5.2
 
 23.9
 
Other noncash loss, net28.9
 
 
 
Changes in operating assets and liabilities: 
  
  
 
Trade receivables, net(17.1) (151.4) 3.3
 
Other receivables1.0
 10.7
 (11.7) 
Inventories, net121.4
 (212.1) (163.5) 
Accounts payable, accrued expenses and deferred revenue47.8
 112.9
 185.9
 
Prepaid expenses(14.4) 8.5
 (41.0) 
Employer pension contributions(0.7) (10.0) (0.3) 
Contingent purchase price payments to Mr. Calvin Klein
 (15.9) (55.6) 
Other, net(72.0) 75.9
 12.6
 
   Net cash provided by operating activities1,020.3
 852.5
 644.2
 
INVESTING ACTIVITIES(3)
 
  
  
 
Acquisitions, net of cash acquired(192.4) (15.9) (40.1) 
Purchases of property, plant and equipment(345.2) (379.5) (358.1) 
Proceeds from sale of building59.4
 
 3.4
 
Investments in unconsolidated affiliates(27.7) 
 (14.2) 
Payment received on advance to unconsolidated affiliate
 
 6.3
 
   Net cash used by investing activities(505.9) (395.4) (402.7) 
FINANCING ACTIVITIES(2)
 
  
  
 
Net (payments on) proceeds from short-term borrowings(12.1) (6.7) 0.4
 
Proceeds from 2019 facilities, net of related fees1,639.8
 
 
 
Repayment of 2016 facilities(1,649.3) 
 
 
Repayment of 2019 facilities(70.6) 
 
 
Proceeds from 3 1/8% senior notes, net of related fees
 
 701.6
 
Redemption of 4 1/2% senior notes, including premium
 
 (715.8) 
Repayment of 2016/2014 facilities
 (150.0) (250.0) 
Net proceeds from settlement of awards under stock plans2.5
 20.4
 30.0
 
Cash dividends(11.3) (11.6) (11.9) 
Acquisition of treasury shares(345.1) (325.2) (259.1) 
Payments of finance lease liabilities(5.5) (5.4) (5.1) 
Tommy Hilfiger India contingent purchase price payments
 
 (0.8) 
Contributions from non-controlling interest
 
 1.7
 
   Net cash used by financing activities(451.6) (478.5) (509.0) 
Effect of exchange rate changes on cash and cash equivalents(11.4) (20.5) 31.3
 
Increase (decrease) in cash and cash equivalents51.4
 (41.9) (236.2) 
Cash and cash equivalents at beginning of year452.0
 493.9
 730.1
 
Cash and cash equivalents at end of year$503.4
 $452.0
 $493.9
 
(1)
 202220212020
OPERATING ACTIVITIES(1)
   
Net income (loss)$200.4 $952.0 $(1,137.5)
Adjustments to reconcile to net cash provided by operating activities:   
Depreciation and amortization301.5 313.3 325.8 
Equity in net (income) loss of unconsolidated affiliates(50.4)(23.7)4.6 
Deferred taxes(2)
9.8 

(64.9)(144.7)
Stock-based compensation expense46.6 46.8 50.5 
Impairment of goodwill and other intangible assets417.1 — 933.5 
Impairment of other long-lived assets51.7 47.0 81.9 
Actuarial gain on retirement and benefit plans(78.4)(48.7)(64.5)
Other (gain) loss, net— (118.9)3.1 
Changes in operating assets and liabilities:   
Trade receivables, net(188.5)(138.1)138.4 
Other receivables(1.3)4.1 1.2 
Inventories, net(466.9)(33.9)283.3 
Accounts payable, accrued expenses and deferred revenue(62.6)260.7 140.9 
Prepaid expenses(41.9)(20.7)7.9 
Other, net(97.9)(103.8)73.3 
   Net cash provided by operating activities39.2 1,071.2 697.7 
INVESTING ACTIVITIES(3)
   
Purchases of property, plant and equipment(290.1)(267.9)(226.6)
Investments in unconsolidated affiliates— — (1.6)
Proceeds from sale of the Speedo North America business— — 169.1 
Proceeds from sale of certain Heritage Brands trademarks and other assets— 222.9 — 
Proceeds from sale of Karl Lagerfeld investment19.1 — — 
Purchases of investments held in rabbi trust(8.6)— — 
Proceeds from investments held in rabbi trust1.4 — — 
   Net cash used by investing activities(278.2)(45.0)(59.1)
FINANCING ACTIVITIES(1)(3)
   
Net proceeds from (payments on) short-term borrowings36.6 10.5 (53.6)
Proceeds from 4 5/8% senior notes, net of related fees— — 493.8 
Proceeds from 3 5/8% senior notes, net of related fees— — 185.9 
Proceeds from 2022 facilities, net of related fees456.4 — — 
Repayment of 2019 facilities(487.8)(1,051.3)(14.4)
Net proceeds from settlement of awards under stock plans— 26.7 3.9 
Cash dividends(10.1)(2.7)(2.7)
Acquisition of treasury shares(418.6)(361.3)(117.3)
Payments of finance lease liabilities(4.7)(5.2)(5.5)
Payment of mandatorily redeemable non-controlling interest liability attributable to initial fair value— (15.2)(12.7)
   Net cash (used) provided by financing activities(428.2)(1,398.5)477.4 
Effect of exchange rate changes on cash and cash equivalents(24.6)(36.6)32.0 
(Decrease) increase in cash and cash equivalents(691.8)(408.9)1,148.0 
Cash and cash equivalents at beginning of year1,242.5 1,651.4 503.4 
Cash and cash equivalents at end of year$550.7 $1,242.5 $1,651.4 
    Includes the impact of the U.S. Tax Legislation in 2018 and 2017 and the impact of the 2019 Dutch Tax Plan in 2018.
Please see Note 10 for further information.
(2) Noncash impairment charge of $116.4 million related to the sale of the Speedo North America business is included in Other noncash loss, net. Please see Note 4 for further information.
(3)
(1) Please see Note 2016 for lease related cash flow information.
(2) Please see Note 9 for information on deferred taxes.
(3) Please see Note 19 for information on noncash investing and financing transactions.
See notes to consolidated financial statements.

F-5




PVH CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND REDEEMABLE NON-CONTROLLING INTEREST
(In millions, except share and per share data)
   Stockholders’ Equity
     Common Stock 
Additional
Paid In
Capital-
Common
Stock
   
Accumulated
Other
Comprehensive Loss
   Total Stockholders’ Equity
 
Redeemable
Non-Controlling
Interest
 
Preferred
Stock
 Shares 
$1 par
Value
  
Retained
Earnings
  
Treasury
Stock
 
January 29, 2017$2.0
 $
 83,923,184
 $83.9
 $2,866.2
 $3,098.0
 $(710.8) $(532.8) $4,804.5
Net income attributable to PVH Corp.     
  
  
 537.8
  
  
 537.8
Foreign currency translation adjustments     
  
  
  
 561.3
  
 561.3
Net unrealized and realized loss related to effective cash flow hedges, net of tax expense of $0.1     
  
  
  
 (99.1)  
 (99.1)
Net loss on net investment hedges, net of tax benefit of $28.7            (70.8)   (70.8)
Comprehensive income attributable to PVH Corp.     
  
  
  
  
  
 929.2
Reclassification related to the adoption of accounting guidance for certain tax effects in connection with the U.S. Tax Legislation          2.1
 (2.1)   
Cumulative-effect adjustment related to the adoption of accounting guidance for share-based payment award transactions        1.1
 (0.8)     0.3
Settlement of awards under stock plans    927,895
 1.0
 29.0
  
  
  
 30.0
Stock-based compensation expense     
  
 44.9
  
  
  
 44.9
Cash dividends ($0.15 per common share)     
  
   (11.9)  
  
 (11.9)
Acquisition of 2,300,657 treasury shares     
  
  
    
 (260.6) (260.6)
Contributions from the minority shareholder1.7
                
Net loss attributable to redeemable non-controlling interest

(1.7)                
February 4, 20182.0
 
 84,851,079
 84.9
 2,941.2
 3,625.2
 (321.5) (793.4) 5,536.4
Net income attributable to PVH Corp.          746.4
     746.4
Foreign currency translation adjustments            (361.3)   (361.3)
Net unrealized and realized gain related to effective cash flow hedges, net of tax expense of $3.2            101.8
   101.8
Net gain on net investment hedges, net of tax expense of $22.5            73.1
   73.1
Comprehensive income attributable to PVH Corp.                560.0
Cumulative-effect adjustment related to the adoption of accounting guidance for revenue recognition          (1.9) 


   (1.9)
Cumulative-effect adjustment related to the adoption of accounting guidance for income tax accounting on intercompany sales or transfers of assets other than inventory        


 (8.0)     (8.0)
Settlement of awards under stock plans    595,062
 0.5
 19.9
       20.4
Stock-based compensation expense        56.2
       56.2
Cash dividends ($0.15 per common share)          (11.6)     (11.6)
Acquisition of 2,370,193 treasury shares              (323.7) (323.7)
Net loss attributable to redeemable non-controlling interest

(1.8)                
February 3, 20190.2
 
 85,446,141
 85.4
 3,017.3
 4,350.1
 (507.9) (1,117.1) 5,827.8
Net income attributable to PVH Corp.          417.3
     417.3
Foreign currency translation adjustments            (157.8)   (157.8)
Net unrealized and realized loss related to effective cash flow hedges, net of tax benefit of $1.0            (4.1)   (4.1)
Net gain on net investment hedges, net of tax expense of $9.6            29.7
   29.7
Comprehensive income attributable to PVH Corp.                285.1
Cumulative-effect adjustment related to the adoption of accounting guidance for leases          (3.1)     (3.1)
Settlement of awards under stock plans    444,135
 0.5
 2.0
       2.5
Stock-based compensation expense        56.1
       56.1
Cash dividends ($0.15 per common share)          (11.3)     (11.3)
Acquisition of 3,554,603 treasury shares              (345.6) (345.6)
Net loss attributable to redeemable non-controlling interest

(2.2)                
February 2, 2020$(2.0) $
 85,890,276
 $85.9
 $3,075.4
 $4,753.0
 $(640.1) $(1,462.7) $5,811.5
Stockholders’ Equity
Common StockAdditional
Paid-In
Capital-
Common
Stock
Accumulated
Other
Comprehensive Loss
Total Stockholders’ Equity
Redeemable
Non-Controlling
Interest
Preferred
Stock
Shares$1 par
Value
Retained
Earnings
Treasury
Stock
February 2, 2020$(2.0)$— 85,890,276 $85.9 $3,075.4 $4,753.0 $(640.1)$(1,462.7)$5,811.5 
Net loss attributable to PVH Corp.    (1,136.1)  (1,136.1)
Foreign currency translation adjustments     278.5  278.5 
Net unrealized and realized loss related to effective cash flow hedges, net of tax benefit of $5.6     (63.1) (63.1)
Net loss on net investment hedges, net of tax benefit of $30.6(94.4)(94.4)
Comprehensive loss attributable to PVH Corp.       (1,015.1)
Cumulative-effect adjustment related to the adoption of accounting guidance for credit losses(1.0)(1.0)
Settlement of awards under stock plans 402,882 0.4 3.5    3.9 
Stock-based compensation expense   50.5    50.5 
Dividends declared ($0.0375 per common share)   (2.7)  (2.7)
Acquisition of 1,536,550 treasury shares     (116.8)(116.8)
Net loss attributable to redeemable non-controlling interest(1.4)
January 31, 2021(3.4)— 86,293,158 86.3 3,129.4 3,613.2 (519.1)(1,579.5)4,730.3 
Net income attributable to PVH Corp.952.3 952.3 
Foreign currency translation adjustments(268.1)(268.1)
Net unrealized and realized gain related to effective cash flow hedges, net of tax expense of $25.090.7 90.7 
Net gain on net investment hedges, net of tax expense of $27.583.8 83.8 
Comprehensive income attributable to PVH Corp.858.7 
Settlement of awards under stock plans813,997 0.8 25.9 26.7 
Stock-based compensation expense46.8 46.8 
Dividends declared ($0.0375 per common share)(2.7)(2.7)
Acquisition of 3,438,819 treasury shares(367.3)(367.3)
Net loss attributable to redeemable non-controlling interest(0.3)
Change in the economic interests of redeemable non-controlling interest3.7 (3.7)(3.7)
January 30, 2022— — 87,107,155 87.1 3,198.4 4,562.8 (612.7)(1,946.8)5,288.8 
Net income attributable to PVH Corp.200.4 200.4 
Foreign currency translation adjustments(68.3)(68.3)
Net unrealized and realized loss related to effective cash flow hedges, net of tax benefit of $19.7(56.2)(56.2)
Net gain on net investment hedges, net of tax expense of $6.324.1 24.1 
Comprehensive income attributable to PVH Corp.100.0 
Settlement of awards under stock plans534,456 0.5(0.5)— 
Stock-based compensation expense46.6 46.6 
Dividends declared ($0.15 per common share)(10.1)(10.1)
Acquisition of 6,359,892 treasury shares(412.6)(412.6)
January 29, 2023$— $— 87,641,611 $87.6 $3,244.5 $4,753.1 $(713.1)$(2,359.4)$5,012.7 












See notes to consolidated financial statements.

F-6




PVH CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business — PVH Corp. and its consolidated subsidiaries (collectively, the “Company”) constitute a global apparel company with a brand portfolio consisting of nationally and internationally recognized trademarks, includingthat includes TOMMY HILFIGER, CALVIN KLEIN,Calvin Klein, Warner’s, Olga, and True&Co., which are owned, Van Heusen, IZOD, ARROW, Warner’s, Olga,and True&Co. and Geoffrey Beene, which arethe Company owned as well asthrough the second quarter of 2021 and now licenses back for certain product categories, and other owned and licensed brands. various other owned, licensed and, to a lesser extent, private label brands. The Company also licenses Speedo for North America and the Caribbean in perpetuity from Speedo International Limited. The Company entered into a definitive agreement on January 9, 2020 to sell its Speedo North America business to Pentland Group PLC (“Pentland”), the parent company of Speedo International Limited, (the “Speedo transaction”). The Company will deconsolidate the net assets of the Speedo North America business and no longer license the Speedo trademark upon closing of the sale, which is expected to occur in the first quarter of 2020, subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was received early in the first quarter of 2020.

The Company designs and markets branded dress shirts, neckwear, sportswear (casual apparel), jeanswear, performance apparel, intimate apparel, underwear, swimwear, swim products,dress shirts, neckwear, handbags, accessories, footwear and other related products and licenses its owned brands globally over a broad array of product categories and for use in numerous discrete jurisdictions. The Company entered into a definitive agreement during the second quarter of 2021 to sell certain of its heritage brands trademarks, including Van Heusen, IZOD, ARROW and Geoffrey Beene, as well as certain related inventories of its Heritage Brands business, to Authentic Brands Group (“ABG”) and other parties (the “Heritage Brands transaction”). The Company completed the sale on the first day of the third quarter of 2021. Please see Note 3, “Acquisitions and Divestitures,” for further discussion.

The Company also licensed Speedo for North America and the Caribbean until April 6, 2020, on which date the Company sold its Speedo North America business to Pentland Group PLC (“Pentland”), the parent company of the Speedo brand (the “Speedo transaction”). Upon the closing of the transaction, the Company deconsolidated the net assets of the Speedo North America business and no longer licensed the Speedo trademark. Please see Note 3, “Acquisitions and Divestitures,” for further discussion.

Principles of Consolidation — The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include the accounts of the Company. Intercompany accounts and transactions have been eliminated in consolidation. Investments in entities that the Company does not control but has the ability to exercise significant influence over are accounted for using the equity method of accounting. The Company’s Consolidated Income Statements of Operations include its proportionate share of the net income or loss of these entities. Please see Note 6,5, “Investments in Unconsolidated Affiliates,” for further discussion. The Company and Arvind Limited (“Arvind”) haveformed a joint venture in Ethiopia PVH Arvind Manufacturing Private Limited Company (“PVH Ethiopia”), in which the Company owns aheld an initial economic interest of 75% interest. PVH Ethiopia is consolidated and the minority shareholder’s proportionate share (25%) of the equity in this joint venture is, with Arvind’s 25% interest accounted for as a redeemable non-controlling interest.interest (“RNCI”). The Company consolidated the results of PVH Ethiopia in its consolidated financial statements. The Company closed in the fourth quarter of 2021 the manufacturing facility that was PVH Ethiopia’s sole operation. The closure did not have a material impact on the Company’s consolidated financial statements. Please see Note 7,6, “Redeemable Non-Controlling Interest,” for further discussion.

Use of Estimates — The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from the estimates.

Fiscal Year — The Company uses a 52-5352-53 week fiscal year ending on the Sunday closest to February 1. References to a year are to the Company’s fiscal year, unless the context requires otherwise. Results for 2019, 20182022, 2021 and 20172020 represent the 52 weeks ended February 2, 2020, 52 weeks ended February 3, 2019January 29, 2023, January 30, 2022 and 53 weeks ended February 4, 2018,January 31, 2021, respectively.

War in Ukraine — As a result of the war in Ukraine, the Company announced in March 2022 that it was temporarily closing stores and pausing commercial activities in Russia and Belarus. In the second quarter of 2022, the Company made the decision to exit from its Russia business, including the closure of its retail stores in Russia and the cessation of its wholesale operations in Russia and Belarus. Additionally, while the Company has no direct operations in Ukraine, virtually all of its wholesale customers and franchisees in Ukraine were impacted during 2022, which resulted in a reduction in shipments to these customers and canceled orders. Approximately 2% of the Company’s revenue in 2021 was generated in Russia, Belarus and Ukraine. The war also has led to broader macroeconomic implications, including the weakening of the euro against the United States dollar, increases in fuel prices and volatility in the financial markets, as well as a decline in consumer spending.

The Company assessed the impacts of the war in Ukraine on the estimates and assumptions used in preparing these consolidated financial statements, including, but not limited to, the allowance for credit losses, inventory reserves, and carrying values of long-lived assets. Based on these assessments, the Company recorded pre-tax noncash impairment charges related to long-lived assets of $43.6 million during 2022. Please see Note 11, “Fair Value Measurements,” for further discussion of the impairments.

There is significant uncertainty regarding the extent to which the war and its broader macroeconomic implications, including the potential impacts on the broader European market, will further impact the Company’s business, financial condition and results of operations in 2023.
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COVID-19 Pandemic — The COVID-19 pandemic has had a significant impact on the Company’s business, results of operations, financial condition and cash flows from operations.

Virtually all of the Company’s stores were temporarily closed for varying periods of time throughout the first quarter and into the second quarter of 2020. Most stores reopened in June 2020 but operated at significantly reduced capacity. The Company’s stores in Europe and North America continued to face significant pressure throughout 2020 as a result of the pandemic, with the majority of its stores in Europe and Canada closed during the fourth quarter.

The Company’s stores continued to be impacted during 2021 by the pandemic, including temporary closures of its stores in Europe, Canada, Japan, Australia and China for varying periods. Further, a significant percentage of the Company’s stores globally were operating on reduced hours during the fourth quarter of 2021 as a result of increased levels of associate absenteeism due to the pandemic.

COVID-related pressures continued into 2022, although to a much lesser extent than in 2021 in all regions except China. Strict lockdowns in China resulted in extensive temporary store closures and significant reductions in consumer traffic and purchasing, as well as have impacted certain warehouses, which resulted in the temporary pause of deliveries to the Company’s wholesale customers and from its digital commerce business in the first half of 2022. COVID-related restrictions in China were lifted at the end of the fourth quarter of 2022.

In addition, the Company’s North America stores have been challenged by the significant decrease in international tourists coming to the United States since the onset of the pandemic. Stores located in international tourist destinations have historically represented a significant portion of this business.

The Company’s brick and mortar wholesale customers and its licensing partners also have experienced significant business disruptions as a result of the pandemic, with several of the Company’s North America wholesale customers filing for bankruptcy in 2020. The Company’s wholesale customers and franchisees globally generally have experienced temporary store closures and operating restrictions and obstacles in the same countries and at the same times as the Company.

In addition, the pandemic has impacted the Company’s supply chain partners, including third party manufacturers, logistics providers and other vendors, as well as the supply chains of its licensees. These supply chains have experienced disruptions as a result of closed factories or factories operating with a reduced workforce, or other logistics constraints, including vessel, container and other transportation shortages, labor shortages and port congestion due to the impact of the pandemic, beginning in the third quarter of 2021. These impacts significantly improved in the second half of 2022.

The Company assessed the impacts of the pandemic on the estimates and assumptions used in preparing these consolidated financial statements, including, but not limited to, the allowance for credit losses, inventory reserves, carrying values of goodwill, intangible assets and other long-lived assets, and the effectiveness of hedging instruments. Based on these assessments, the Company recorded pre-tax noncash impairment charges of $1.021 billion during 2020, including $879.0 million related to goodwill, $54.5 million related to other intangible assets, $74.7 million related to store assets and $12.3 million related to an equity method investment. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion of the impairments related to goodwill and other intangible assets, Note 11, “Fair Value Measurements,” for further discussion of the impairments related to store assets and Note 5, “Investments in Unconsolidated Affiliates,” for further discussion of the impairment related to an equity method investment.

Use of Estimates — The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from the estimates due to risks and uncertainties, including the impacts of inflationary pressures globally and the war in Ukraine and its broader macroeconomic implications, on the Company’s business.

Cash and Cash Equivalents — The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash equivalents also includes amounts due from third party credit card processors for the settlement of customer debit and credit card transactions that are collectible in one week or less. The Company’s cash and cash equivalents at February 2, 2020January 29, 2023 consisted principally of bank deposits and investments in money market funds.

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Accounts Receivable — Trade receivables, as presented in the Company’s Consolidated Balance Sheets, are net of returns and allowances. An allowance for doubtful accounts is determined through an analysis of the aging of accounts receivable and assessments of collectibility based on historic trends, the financial condition of the Company’s customers and an evaluation of economic conditions. The Company writes off uncollectible trade receivables once collection efforts have been exhausted and third parties confirm the balance is not recoverable. Costs associated with allowable customer markdowns and operational chargebacks, net of the expected recoveries, are part of the provision for allowances included in accounts receivable. These provisions result from seasonal negotiations, historical experience, and an evaluation of current market conditions.

The Company records an allowance for credit losses as a reduction to its trade receivables for amounts that the Company does not expect to recover. An allowance for credit losses is determined through an analysis of the aging of accounts receivable and assessments of collectability based on historical trends, the financial condition of the Company’s customers and licensees, including any known or anticipated bankruptcies, and an evaluation of current economic conditions as well as the Company’s expectations of conditions in the future. The Company writes off uncollectible trade receivables once collection efforts have been exhausted and third parties confirm the balance is not recoverable. As of January 29, 2023 and January 30, 2022, the allowance for credit losses on trade receivables was $42.6 million and $61.9 million, respectively.

Goodwill and Other Intangible Assets— The Company assesses the recoverability of goodwill annually, at the beginning of the third quarter of each fiscal year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. Impairment testing for goodwill is done at the


reporting unit level. A reporting unit is defined as an operating segment or one level below the operating segment, called a component. However, two or more components of an operating segment will be aggregated and deemed a single reporting unit if the components have similar economic characteristics.

The Company assesses qualitative factors to determine whether it is necessary to perform a more detailed two-step quantitative goodwill impairment test. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. TheWhen performing the quantitative test, an impairment loss is recognized if the carrying amount of the reporting unit, including goodwill, impairment test, if necessary, is a two-step process. The first step is to identify the existence of a potential impairment by comparing theexceeds its fair value of a reporting unit (the fair value of a reporting unit is estimated using a discounted cash flow model) with its. The impairment loss recognized is equal to the amount by which the carrying amount including goodwill. Ifexceeds the fair value, of a reporting unit exceeds its carrying amount,but is limited to the reporting unit’s goodwill is considered not to be impaired and performance of the second step of the quantitative goodwill impairment test is unnecessary. However, if the carrying amount of a reporting unit exceeds its fair value, the second step of the quantitative goodwill impairment test is performed to measure the amount of impairment loss to be recorded, if any. The second step of the quantitative goodwill impairment test compares the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined using the same approach as used when determining thetotal amount of goodwill that would be recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of its assets and liabilities as if the reporting unit had been acquired in a business combination and the fair value was the purchase price paid to acquire thethat reporting unit.

ForThe Company recorded pre-tax noncash goodwill impairment charges of $417.1 million in the 2019third quarter of 2022 as a result of its annual goodwill impairment test,test. The impairment charge was included in goodwill and other intangible asset impairments in the Company elected to bypass the qualitative assessment for all reporting unitsCompany’s Consolidated Statement of Operations. The impairment was non-operational and proceeded directly to the quantitative impairment test usingdriven by a discounted cash flow method to estimate the fair value of its reporting units. The Company’s annual goodwill impairment test during 2019 yielded estimated fair valuessignificant increase in excessdiscount rates, as a result of the carrying amountsthen-current economic conditions. Please see Note 7, “Goodwill and Other Intangible Assets,” for allfurther discussion.

The Company determined in the first quarter of 2020 that the significant adverse impact of the Company’s reporting units and therefore the second step of the quantitative goodwill impairment test was not required. The reporting unit with the least excess fair value had an estimated fair value that exceeded its carrying amount by 15%. No impairment of goodwill resulted fromCOVID-19 pandemic on the Company’s annual impairment testbusiness, including an unprecedented material decline in 2019. Inrevenue and earnings and an extended decline in the fourth quarter of 2019, the Speedo transactionCompany’s stock price and associated market capitalization, was a triggering event that indicated that the amount of goodwill allocated to the Heritage Brands Wholesale reporting unit, the reporting unit that includes the Speedo North America business, could be impaired, prompting the need forrequired the Company to perform ana quantitative interim goodwill impairment test for this reporting unit. Notest. The Company recorded $879.0 million of noncash goodwill impairment resulted from this interim test.
For the 2018 annualcharges in 2020, which was included in goodwill impairment test, the Company elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of its reporting units. The Company’s annual goodwill impairment test during 2018 yielded estimated fair valuesother intangible asset impairments in excess of the carrying amounts for the Company’s reporting units, allConsolidated Statement of which had fair valuesOperations. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.

The Company did not record any goodwill impairments in excess of the carrying amounts by more than 50%, and therefore the second step of the quantitative goodwill impairment test was not required. No impairment of goodwill resulted from the Company’s annual impairment test in 2018.2021.

Indefinite-lived intangible assets not subject to amortization are tested for impairment annually, at the beginning of the third quarter of each fiscal year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. Indefinite-lived intangible assets and intangible assets with finite lives are tested for impairment prior to assessing the recoverability of goodwill. The Company assesses qualitative factors to determine whether it is necessary to perform a more detailed quantitative impairment test for its indefinite-lived intangible assets. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative impairment test. When performing the quantitative test, an impairment loss is recognized if the carrying amount of the asset exceeds the fair value of the asset, which is generally determined using the estimated discounted cash flows associated with the asset’s use. Intangible assets with finite lives are amortized over their estimated useful lives and are tested for impairment along with other long-lived assets when events and circumstances indicate that the assets might be impaired.

ForThe Company also determined in the 2019 annual impairment testfirst quarter of all indefinite-lived intangible assets, except for the Australia reacquired perpetual license rights, the Company elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate fair value. For the Australia reacquired perpetual license rights, since only a few months had passed since the acquisition on May 31, 2019 and the business had performed better than initially expected, the Company determined qualitatively that it was not more likely than not2020 that the fair value of these reacquired perpetual license rights were less than the carrying amount and concluded that the quantitative impairment test was not required. The fair values of allimpact of the Company’s indefinite-lived intangible assets substantially exceed their carrying amounts, with the exception of the Company’s perpetual license right related toCOVID-19 pandemic on its Speedo North America business which had a fair value that exceeded its


carrying amount by 3% at the testing date. In the fourth quarter of 2019, the Speedo transaction was a triggering event that prompted the need for the Company to perform an interim impairment testtesting of this perpetual license right. As a resultits intangible assets. The Company recorded $47.2 million of this interim test, the perpetual license right was determinednoncash impairment charges related to be impairedindefinite-lived intangible assets and an$7.3 million of noncash impairment charge of $116.4 million was recordedcharges related to finite-lived intangible assets in 2020, which were included in goodwill and other noncash loss, netintangible asset
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impairments in the Company’s Consolidated Income Statement.Statement of Operations. The Company did not record any intangible asset impairments in 2022 or 2021. Please see Note 4, “Assets Held For Sale,7, “Goodwill and Other Intangible Assets,” for further discussion.

For the 2018 annual impairment test of all indefinite-lived intangible assets, except for the Geoffrey Beene tradename, the Company elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate fair value. For the Geoffrey Beene tradename, since only a few months had passed since the acquisition on April 20, 2018 and there had not been any significant changes in the business, the Company determined qualitatively that it was not more likely than not that the fair value of this tradename was less than the carrying amount and concluded that the quantitative impairment test was not required. No impairment of indefinite-lived intangible assets resulted from the Company’s annual impairment tests in 2018.

Asset Impairments — The Company reviews for impairment of long-lived assets (excluding goodwill and other indefinite-lived intangible assets) when events and circumstances indicate that the assets might be impaired. The Company records an impairment loss when the carrying amount of the asset is not recoverable and exceeds its fair value. Please see Note 12,11, “Fair Value Measurements,” for further discussion.

Inventories Inventories are comprised principally of finished goods and are stated at the lower of cost or net realizable value, except for certain retail inventories in North America that are stated at the lower of cost or market using the retail inventory method. Cost for substantially all wholesale inventories in North America and certain wholesale and retail inventories in Asia is determined using the first-in, first-out method. Cost for all other inventories is determined using the weighted average cost method. The Company reviews current business trends and forecasts, inventory aging and discontinued merchandise categories to determine adjustments that it estimates will be needed to liquidate existing clearance inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market using the retail inventory method, as applicable.

Property, Plant and Equipment — Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is generally provided over the estimated useful lives of the related assets on a straight-line basis. The range of useful lives is principally as follows: Buildings and building improvements — 15 to 40 years; machinery, software and equipment — 2 to 10 years; furniture and fixtures — 2 to 10 years; and fixtures located in shop-in-shop/concession locations and their related costs — 3 to 4 years. Leasehold improvements are depreciated using the straight-line method over the lesser of the term of the related lease or the estimated useful life of the asset. In certain circumstances, contractual renewal options are considered when determining the term of the related lease. Major additions and improvements that extend the useful life of the asset are capitalized, and repairs and maintenance are charged to operations in the period incurred. Depreciation expense totaled $275.0$255.4 million, $263.9$266.6 million and $252.2$280.8 million in 2019, 20182022, 2021 and 2017,2020, respectively.

Cloud Computing Arrangements — The Company incurs costs to implement cloud computing arrangements that are hosted by a third party vendor. Implementation costs incurred during the application development stage of a project are capitalized and amortized over the term of the hosting arrangement on a straight-line basis. The Company capitalized $16.6$30.1 million and $18.0 million of costs incurred in 20192022 and 2021, respectively, to implement cloud computing arrangements, primarily related to digital and consumer data platforms. Amortization expense relating to cloud computing arrangements totaled $0.9$10.6 million, $6.2 million and $4.4 million in 2019.2022, 2021 and 2020, respectively. Cloud computing costs of $15.7$51.5 million and $32.7 million were included in prepaid expenses and other assets in the Company’s Consolidated Balance SheetSheets as of February 2, 2020.January 29, 2023 and January 30, 2022, respectively. 

The Company’s policy for accounting for implementation costs incurred in a cloud computing arrangement that is a service contract reflects changes made in 2019 following the adoption of the updated cloud computing guidance. Please see the section “Recently Adopted Accounting Guidance” below for further discussion.

Leases — The Company leases approximately 1,500 Company-operated free-standing retail store locations across more than 35 countries, generally with initial lease terms of three to ten years. The Company also leases warehouses, distribution centers, showrooms and office space, and a factory in Ethiopia,generally with initial lease terms of ten to 20 years, as well as certain equipment and other assets. assets, generally with initial lease terms of one to five years.

The Company recognizes right-of-use assets and lease liabilities at the lease commencement date based on the present value of fixed lease payments over the expected lease term. The Company uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as the rate implicit in the lease is not readily determinable for the Company’s leases. The Company’s incremental borrowing rates are based on the term of the lease, the economic environment of the lease, and the effect of collateralization. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and, as such, the Company typically determines that exercise of these renewal options is not reasonably certain until executed. As a result, the Company does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the right-of-use asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term.

Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities and long-term portion of operating lease liabilities in the Company’s Consolidated Balance Sheet.Sheets. The Company recognizes operating lease expense on a straight-line basis over the lease term. Finance leases are included in property, plant and equipment, net, accrued expenses and other liabilities in the Company’s Consolidated Balance Sheet.Sheets. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

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Leases generally provide for payments of nonlease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. For lease agreements entered into or modified after February 3, 2019, the Company accounts for lease components and nonlease components together as a single lease component and, as such, includes fixed payments of nonlease components in the measurement of the right-of-use assets and lease liabilities. Variable lease payments, such as percentage rentals based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the Company’s Consolidated Balance Sheets. The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants. Please see Note 17,16, “Leases,” and the section “Recently Adopted Accounting Guidance” below for further discussion.




Revenue Recognition — Revenue is recognized upon the transfer of control of products or services to the Company’s customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those products or services. Please see Note 2, “Revenue,” for further discussion.

Cost of Goods Sold and Selling, General and Administrative Expenses — Costs associated with the production and procurement of product are included in cost of goods sold, including inbound freight costs, purchasing and receiving costs, inspection costs and other product procurement related charges, as well as the amounts recognized on foreign currency forward exchange contracts as the underlying inventory hedged by such forward exchange contracts is sold. Generally, all other expenses, excluding non-service related pension and post retirement (income) costs, interest expense (income) and income taxes, are included in selling, general and administrative (“SG&A”) expenses, including warehousing and distribution expenses, as the predominant expenses associated therewith are general and administrative in nature, including rent, utilities, payroll and depreciation and amortization. Warehousing and distribution expenses, which are subject to exchange rate fluctuations, totaled $351.4$357.9 million, $307.7$332.4 million and $272.6$288.9 million in 2019, 20182022, 2021 and 2017,2020, respectively.

Shipping and Handling Fees — Shipping and handling fees that are billed to customers are included in net sales. Shipping and handling costs incurred by the Company are accounted for as fulfillment activities and are recorded in SG&A expenses.

Advertising — Advertising costs are expensed as incurred and are included in SG&A expenses. Advertising expenses, which are subject to exchange rate fluctuations, totaled $509.7$492.1 million, $526.0$535.8 million and $501.3$379.0 million in 2019, 20182022, 2021 and 2017,2020, respectively. Prepaid advertising expenses recorded in prepaid expenses and other assets totaled $5.9$2.0 million and $7.3$5.2 million at February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, respectively. Costs associated with cooperative advertising programs, under which the Company shares the cost of a customer’s advertising expenditures, are treated as a reduction of revenue.

Sales Taxes — The Company accounts for sales taxes and other related taxes on a net basis, excluding such taxes from revenue.

Income Taxes — Deferred tax assets and liabilities are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.     

Significant judgment is required in assessing the timing and amount of deductible and taxable items, evaluating tax positions and determining the income tax provision. The Company recognizes income tax benefits only when it is more likely than not that the tax position will be fully sustained upon review by taxing authorities, including resolution of related appeals or litigation processes, if any. If the recognition threshold is met, the Company measures the tax benefit at the largest amount with a greater than 50 percent likelihood of being realized upon ultimate settlement. For tax positions that are 50 percent or less likely of being sustained upon audit, the Company does not recognize any portion of that benefit in the financial statements. When the outcome of these tax matters changes, the change in estimate impacts the provision for income taxes in the period that such a determination is made. The Company recognizes interest and penalties related to unrecognized tax benefits in the Company’s income tax provision.

The United States Tax Cuts and Jobs Act of 2017 (the “U.S. Tax Legislation”Company elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) was enacted on December 22, 2017. The U.S. Tax Legislationas a period expense in the year the tax is comprehensive and significantly revised the United States tax code. Please see Note 10, “Income Taxes,” for further discussion of the U.S. Tax Legislation.

incurred.

Financial Instruments — The Company has exposure to changes in foreign currency exchange rates related to anticipated cash flows primarily associated with certain international inventory purchases. The Company uses foreign currency forward exchange
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contracts to hedge against a portion of this exposure. The Company also has exposure to interest rate volatility related to its securedsenior unsecured term loan facilities.facility, and previously had exposure to interest rate volatility related to its prior senior unsecured term loan facilities, which borrowings bear interest at a rate equal to an applicable margin plus a variable rate. The Company enters intohad used interest rate swap agreements to hedge against a portion of this exposure.its exposure related to the term loans previously outstanding under its prior senior unsecured credit facilities. The Company records the foreign currency forward exchange contracts and interest rate swap agreements at fair value in its Consolidated Balance Sheets and does not net the related assets and liabilities. The fair value of the foreign currency forward exchange contracts is measured as the total amount of currency to be purchased, multiplied by the difference between (i) the forward rate as of the period end and (ii) the settlement rate specified in each contract. The fair value of the interest rate swap agreements is based on observable interest rate yield curves and represents the expected discounted cash flows underlying


the financial instruments. Changes in fair value of the foreign currency forward exchange contracts primarily associated with certain international inventory purchases and the interest rate swap agreements that are designated as effective hedging instruments (collectively referred to as “cash flow hedges”) are recorded in equity as a component of accumulated other comprehensive loss (“AOCL”).

The Company also has exposure to changes in foreign currency exchange rates related to the value of its investments in foreign subsidiaries denominated in a currency other than the United States dollar. To hedge against a portion of this exposure, the Company designates certain foreign currency borrowings issued in the United Statesby PVH Corp., a U.S.-based entity, as a net investment hedgehedges of its investments in certain of its foreign subsidiaries that use a functional currency other than the United States dollar. Changes in fair value of the foreign currency borrowings designated as net investment hedges are recorded in equity as a component of AOCL. The Company evaluates the effectiveness of its net investment hedges at inception and as ofat the beginning of each quarter.quarter thereafter.

The Company records immediately in earnings changes in the fair value of hedges that are not designated as effective hedging instruments (“undesignated contracts”). Undesignated contracts primarily include all of the foreign currency forward exchange contracts related to third party and intercompany transactions, and intercompany loans that are not of a long-term investment nature. Any gains and losses that are immediately recognized in earnings on such contracts are largely offset by the remeasurement of the underlying intercompany balances. Undesignated contracts also include foreign currency option contracts previously used by

As a result of the use of derivative instruments, the Company to hedge against changes in foreign currency exchange rates relatedmay be exposed to the translationrisk that the counterparties to such contracts will fail to meet their contractual obligations. To mitigate this counterparty credit risk, the Company only enters into contracts with carefully selected financial institutions based upon an evaluation of the earnings of the Company’s subsidiaries that use a functional currencytheir credit ratings and certain other than the United States dollar. The fair value of the foreign currency option contracts was estimated based on external valuation models, which used the original strike price, then current foreign currency exchange rates, the implied volatility in foreign currency exchange rates at the time and length of time to expiration as inputs. All foreign currency option contracts expired in 2017.financial factors.

The Company does not use derivative or non-derivative financial instruments for trading or speculative purposes. Cash flows from the Company’s hedges are presented in the same category in the Company’s Consolidated Statements of Cash Flows in the same category as the items being hedged. Please see Note 11,10, “Derivative Financial Instruments,” for further discussion.
    
Foreign Currency Translation and Transactions — The consolidated financial statements of the Company are prepared in United States dollars. If the functional currency of a foreign subsidiary is not the United States dollar, assets and liabilities are translated to United States dollars at the closing exchange rate in effect at the applicable balance sheet date and revenue and expenses are translated to United States dollars at the average exchange rate for the applicable period. The resulting translation adjustments are included in the Company’s Consolidated Statements of Comprehensive Income (Loss) as a component of other comprehensive (loss) income and in the Consolidated Balance Sheets within AOCL. Gains and losses on the revaluation of intercompany loans made between foreign subsidiaries that are of a long-term investment nature are included in AOCL. Gains and losses arising from transactions denominated in a currency other than the functional currency of a particular entity, not including inventory purchases, are principally included in SG&A expenses and totaled a loss (gain) of $16.2$13.1 million, $17.3$20.4 million and $(10.2)$(5.6) million in 2019, 20182022, 2021 and 2017,2020, respectively.

Since the first day of the second quarter of 2022, the Company has been accounting for its operations in Turkey as highly inflationary, as the cumulative inflation rate surpassed 100% for the three-year period that ended during the first quarter of 2022. Accordingly, the Company has changed the functional currency of its subsidiary in Turkey from the Turkish lira to the euro, which is the functional currency of its parent. The required remeasurement of monetary assets and liabilities denominated in Turkish lira into euro did not have a material impact on the Company’s results of operations during 2022. As of January 29, 2023, net monetary assets denominated in Turkish lira represented less than 1% of the Company’s total net assets.

Balance Sheet Classification of Early Settlements of Long-Term Obligations — The Company classifies obligations settled after the balance sheet date but prior to the issuance of the consolidated financial statements based on the contractual payment terms of the underlying agreements.
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Pension and Benefit Plans — Employee pension benefits earned during the year, as well as interest on the projected benefit obligations or accumulated benefit obligations, are accrued quarterly. The expected return on plan assets is recognized quarterly and determined at the beginning of the year by applying the expected long-term rate of return on assets to the actual fair value of plan assets adjusted for expected benefit payments, contributions and plan expenses. Actuarial gains and losses are recognized in the Company’s operating results in the year in which they occur. These gains and losses include the difference between the actual return on plan assets and the expected return that was recognized quarterly, as well as the change in the projected benefit obligation caused by actual experience and updated actuarial assumptions differing from those assumptions used to record service and interest cost throughout the year. Actuarial gains and losses are measured at least annually at the end of the Company’s fiscal year and, as such, are generally recorded during the fourth quarter of each year. The service cost component of net benefit cost is recorded in SG&A expenses and the other components of net benefit cost, which typically include interest cost, actuarial (gain) loss and expected return on plan assets, are recorded in non-service related pension and postretirement (income) cost (income) in the Company’s Consolidated Income Statements.Statements of Operations. Please see Note 13,12, “Retirement and Benefit Plans,” for further discussion of the Company’s pension and benefit plans.



Stock-Based Compensation The Company recognizes all share-based payments to employees and non-employee directors, net of actual forfeitures, as compensation expense in the consolidated financial statements based on their grant date fair values. Please see Note 14,13, “Stock-Based Compensation,” for further discussion.

Recently Adopted Accounting Guidance — The Financial Accounting Standards Board (“FASB”) issued in February 2016 new guidance on leases. The new guidance, among other changes, requires lessees to recognize a right-of-use asset and a lease liability in the balance sheet for most leases, but retains an expense recognition model similar to the previous guidance. The lease liability is measured at the present value of the fixed lease payments over the lease term and the right-of-use asset is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs. The guidance also requires additional quantitative and qualitative disclosures. The Company adopted the guidance in the first quarter of 2019 using the modified retrospective approach applied as of the period of adoption with a cumulative-effect adjustment to opening retained earnings and as such, prior periods have not been restated. Upon adoption, the Company (i) recognized operating lease right-of-use assets of $1.7 billion and lease liabilities of $1.9 billion, (ii) recorded a cumulative-effect adjustment to retained earnings of $3.1 million and (iii) recorded other reclassification adjustments within its Consolidated Balance Sheet related to, among other things, deferred rent.

The effects of the adoption on the Company’s Consolidated Balance Sheet as of February 3, 2019 were as follows:
(In millions)As Reported 2/3/19 Adjustments Adjusted 2/3/19
Assets     
Prepaid expenses    $168.7
 $(21.3) $147.4
Operating Lease Right-of-Use Assets
 1,708.2
 1,708.2
Other Assets400.9
 (10.3) 390.6
Liabilities     
Accrued expenses891.6
 (17.0) 874.6
Current portion of operating lease liabilities
 350.5
 350.5
Long-Term Portion of Operating Lease Liabilities
 1,514.1
 1,514.1
Other Liabilities1,322.4
 (167.9) 1,154.5
Stockholders’ Equity     
Retained earnings    4,350.1
 (3.1) 4,347.0

The Company also elected the package of practical expedients permitted under the transition guidance, which allows the Company not to reassess whether any existing contracts are or contain a lease, the lease classification for any existing leases, and the capitalization of initial direct costs for any existing leases, as of the adoption date. The Company’s accounting for finance leases (formerly called capital leases) remains substantially unchanged. The adoption of the guidance did not have a material impact on the Company’s results of operations or cash flows. Please see Note 17, “Leases,” for additional disclosures required by the guidance.

The FASB issued in August 2017November 2021 an update to accounting guidance to simplifyrequiring disclosures that increase the applicationtransparency of hedgetransactions with a government accounted for by applying a grant or contribution accounting in certain situationsmodel by analogy, including (i) the types of transactions, (ii) the accounting for those transactions, and allow companies to better align their hedge accounting with their risk management activities. The update eliminates(iii) the requirement to separately measure and report hedge ineffectiveness and requires companies to recognize all elementseffect of hedge accounting that impact earnings in the same income statement line as the hedged item. The update also simplifies the requirements for hedge documentation and effectiveness assessments and amends the presentation and disclosure requirements.those transactions on an entity’s financial statements. The Company adopted thisthe update in the first quarter of 20192022 using a modified retrospective approach, except for the presentation and disclosure guidance, which is being applied on a prospective basis, as required.approach. The adoption of thisthe update did not have any impact on the Company’s consolidated financial statements.

The FASB issued in August 2018 an update to accounting guidance related to implementation costs incurred in a cloud computing arrangement that is a service contract. The update alignsstatements footnote disclosures as the requirements for capitalizing implementation costs incurred under such arrangements with the requirements for capitalizing costs incurred to develop or obtain internal-use software. Under previous accounting guidance, the Company generally expensed the implementation costs incurred in


connection with a cloud computing arrangement that is a service contract. The Company early adopted this update in the first quarteramount of 2019 using a prospective approach and, as a result, has capitalized $16.6 million of costs incurred in 2019 to implement cloud computing arrangements, primarily related to digital and consumer data platforms. Such costs were included in prepaid expenses and other assetsgovernment assistance recorded in the Company’s Consolidated Balance Sheet. consolidated financial statements as of and for the year ended January 29, 2023 was immaterial.

Accounting Guidance Issued But Not Adopted as of February 2, 2020January 29, 2023 — The FASB issued in June 2016September 2022 an update to accounting guidance requiring disclosures that introducesincrease the transparency surrounding the use of supplier finance programs, including the key terms of the programs, and information about the obligations under these programs, including a new impairment model used to measure credit losses for certainrollforward of those obligations. The update does not affect the recognition, measurement, or financial assets measured at amortized cost, including trade and other receivables. This update requires entities to record an allowance for credit losses using a forward-looking expected loss impairment model that considers historical experience, current conditions, and reasonable and supportable forecasts that affect collectibility, rather than the incurred loss model required under existing guidance.statement presentation of obligations covered by supplier finance programs. The update will be effective for the Company in the first quarter of 2020. Entities are required2023 on a retrospective basis, except for the requirement to applydisclose rollforward information, which will be effective for the Company in the first quarter of 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the update using a modified-retrospective approach with a cumulative effect adjustment to opening retained earnings indetermine the period of adoption. Theimpact the adoption of this update is not expected towill have a material impact on the Company’s consolidated financial statements.statements footnote disclosures related to its supply chain finance program.

The FASB issued in December 2019October 2021 an update to accounting guidance to simplifyimprove the accounting for income taxesacquired revenue contracts with customers in a business combination by eliminating certain exceptions to the existing guidance and clarifying and amending certain guidance to reduceaddressing diversity in practice.practice and inconsistency related to their recognition and measurement. The update eliminates certain exceptionsrequires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and therevenue recognition of deferred tax liabilities for outside basis differences. The update also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions thatguidance. This generally will result in a step-up in the tax basis of goodwill.acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree immediately before the acquisition date. Historically, such amounts were recognized by the acquirer at fair value. The update will be effective for the Company in the first quarter of 2021, with early adoption permitted. Most amendments in the update are required to be adopted using a prospective approach, while other amendments must be adopted using a modified-retrospective approach or retrospective approach.2023. The Company is currently evaluatingwill apply the update to determineapplicable transactions occurring on or after the adoption date. The impact of the adoption on the Company’s consolidated financial statements.statements will depend on the facts and circumstances of any future transactions.

2.      REVENUE

The Company generates revenue primarily from sales of finished products under its owned and licensed trademarks through its wholesale and retail operations. The Company also generates royalty and advertising revenue from licensing the rights to its trademarks to third parties. Revenue is recognized upon the transfer of control of products or services to the Company’s customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those products or services.

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Product Sales

The Company generates revenue from the wholesale distribution of its products to traditional retailers (including for sale through their digital commerce sites), pure play digital commerce retailers, franchisees, licensees and distributors. Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to goods is passed and risk of loss transfers to the customer. Depending on the contract terms, transfer of control is upon shipment of goods to or upon receipt of goods by the customer. Payment typically is typically due within 30 to 90 days. The amount of revenue recognized is net of returns, sales allowances and other discounts that the Company offers to its wholesale customers. The Company estimates returns based on an analysis of historical experience and specificindividual customer arrangements and estimates sales allowances and other discounts based on seasonal negotiations, historical experience and an evaluation of current sales trends and market conditions.

The Company also generates revenue from the retail distribution of its products through its freestanding stores, shop-in-shop/concession locations and digital commerce sites. Revenue is recognized at the point of sale in the stores and shop-in-shop/concession locations and upon estimated time of delivery for sales through the Company’s digital commerce sites, at which point control of the products passes to the customer. The amount of revenue recognized is net of returns, which are estimated based on an analysis of historical experience. Costs associated with coupons are recorded as a reduction of revenue at the time of coupon redemption.

The Company excludes from revenue taxes collected from customers and remitted to government authorities related to sales of the Company’s products. Shipping and handling costs that are billed to customers are included in net sales.



Customer Loyalty Programs

The Company uses loyalty programs that offer customers of its retail businesses specified amounts off of future purchases for a specified period of time after certain levels of spending are achieved. Customers that are enrolled in the programs earn loyalty points for each purchase made.

Loyalty points earned under the customer loyalty programs provide the customer a material right to acquire additional products and give rise to the Company having a separate performance obligation. For each transaction where a customer earns loyalty points, the Company allocates revenue between the products purchased and the loyalty points earned based on the relative standalone selling prices. Revenue allocated to loyalty points is recorded as deferred revenue until the loyalty points are redeemed or expire.

Gift Cards

The Company sells gift cards to customers in its retail stores.stores and on certain of its digital commerce sites. The Company does not charge administrative fees on gift cards nor do they expire. Gift card purchases by a customer are prepayments for products to be provided by the Company in the future and are therefore considered to be performance obligations of the Company. Upon the purchase of a gift card by a customer, the Company records deferred revenue for the cash value of the gift card. Deferred revenue is relieved and revenue is recognized when the gift card is redeemed by the customer. The portion of gift cards that the Company does not expect to be redeemed (referred to as “breakage”) is recognized proportionately over the estimated customer redemption period, subject to the constraint that it must be probable that a significant reversal of revenue will not occur, if the Company determines that it does not have a legal obligation to remit the value of such unredeemed gift cards to any jurisdiction.

License Agreements

The Company generates royalty and advertising revenue from licensing the rights to access its trademarks to third parties, including the Company’s joint ventures. The license agreements generally are generally exclusive to a territory or product category, have terms in excess of one year and, in most cases, include renewal options. In exchange for providing these rights, the license agreements require the licensees to pay the Company a royalty and, in certain agreements, an advertising fee. In both cases, the Company generally receives the greater of (i) a sales-based percentage fee and (ii) a contractual minimum fee for each annual performance period under the license agreement.

In addition to the rights to access its trademarks, the Company provides ongoing support to its licensees over the term of the agreements. As such, the Company’s license agreements are licenses of symbolic intellectual property and, therefore, revenue is recognized over time. For license agreements where the sales-based percentage fee exceeds the contractual minimum fee, the Company recognizes revenues as the licensed products are sold as reported to the Company by its licensees. For license
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agreements where the sales-based percentage fee does not exceed the contractual minimum fee, the Company recognizes the contractual minimum fee as revenue ratably over the contractual period.

Under the terms of the license agreements, payments generally are generally due quarterly from the licensees. The Company records deferred revenue when amounts are received or receivable from the licensee in advance of the recognition of revenue.

As of February 2, 2020,January 29, 2023, the contractual minimum fees on the portion of all license agreements not yet satisfied totaled $1.2 billion,$998.5 million, of which the Company expects to recognize $291.5$301.4 million as revenue in 2020, $242.42023, $258.6 million in 20212024 and $684.2$438.5 million thereafter.



Deferred Revenue

Changes in deferred revenue, which primarily relate to customer loyalty programs, gift cards and license agreements for the years ended February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, were as follows:

(In millions)2019 2018
Deferred revenue balance at beginning of period$65.3
 $39.2
Impact of adopting the new revenue standard
 15.6
Net additions to deferred revenue during the period60.3
 61.3
Reductions in deferred revenue for revenue recognized during the period (1)
(60.9) (50.8)
Deferred revenue balance at end of period

$64.7
 $65.3

(In millions)20222021
Deferred revenue balance at beginning of period$44.9 $55.8 
Net additions to deferred revenue during the period49.8 42.2 
Reductions in deferred revenue for revenue recognized during the period (1)
(40.4)(51.5)
Reduction in deferred revenue related to the Heritage Brands transaction— (1.6)(2)
Deferred revenue balance at end of period$54.3 $44.9 

(1) Represents the amount of revenue recognized during the period that was included in the deferred revenue balance at the beginning of the period as adjusted in 2018 for the impact of adopting the new revenue standard, and does not contemplate revenue recognized from amounts deferred during the period.

(2) The Company recorded a $1.6 million reduction in deferred revenue in connection with the Heritage Brands transaction. Please see Note 3, “Acquisitions and Divestitures,” for further discussion.

The Company also had long-term deferred revenue liabilities included in other liabilities in its Consolidated Balance Sheets of $10.3$12.1 million and $2.3$15.0 million as of February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, respectively.

Optional Exemptions
The Company elected not to disclose the remaining performance obligations for contracts that have an original expected term of one year or less and expected sales-based percentage fees for the portion of all license agreements not yet satisfied.

Please see Note 21,20, “Segment Data,” for information on the disaggregation of revenue by segment and distribution channel.

3.      ACQUISITIONS AND DIVESTITURES

TH CSAP Acquisition

The Company acquired on July 1, 2019 the Tommy Hilfiger retail business in Central and Southeast Asia from the Company’s previous licensee in that market (the “TH CSAP acquisition”). As a result of the TH CSAP acquisition, the Company now operates directly the Tommy Hilfiger retail business in the Central and Southeast Asia market.

The acquisition date fair value of the consideration paid was $74.3 million. The estimated fair value of the assets acquired consisted of $63.9 million of goodwill and $10.4 million of other net assets. The goodwill of $63.9 million was assigned as of the acquisition date to the Company’s Tommy Hilfiger International segment, which is the Company’s reporting unit that is expected to benefit from the synergies of the combination. Goodwill is not expected to be deductible for tax purposes. The Company is still in the process of finalizing the valuation of the assets acquired; thus, the allocation of the acquisition consideration is subject to change.

Australia Acquisition

The Company acquired on May 31,in 2019 the approximately 78% ownership interestsinterest in Gazal Corporation Limited (“Gazal”) that it did not already own (the “Australia acquisition”). Prior to the Australia acquisition, the Company and Gazal jointly owned and managed a joint venture, PVH Brands Australia Pty. Limited (“PVH Australia”), with each owning a 50% interest. PVH Australia licensed and operated businesses in Australia, New Zealand and other parts of Oceania under the TOMMY HILFIGER, CALVIN KLEIN and Van Heusen brands, along with other owned and licensed brands. PVH Australia came under the Company’s full control as a result of the acquisition. The Company now operates directly those businesses.

Prior to May 31, 2019, the Company accounted for its approximately 22% interest in Gazal and its 50% interest in PVH Australia under the equity method of accounting. Following the completion of the Australia acquisition, the results of Gazal and PVH Australia have been consolidated in the Company’s consolidated financial statements.


Gain on Previously Held Equity Investments

The carrying values of the Company’s approximately 22% interest in Gazal and 50% interest in PVH Australia prior to the acquisition were $16.5 million and $41.9 million, respectively. In connection with the acquisition, these investments were remeasured to fair values of $40.1 million and $131.4 million, respectively, resulting in the recognition of an aggregate noncash gain of $113.1 million during the second quarter of 2019, which was included in other noncash loss, net in the Company’s Consolidated Income Statement.

The fair value of the Company’s investment in Gazal was determined using the trading price of Gazal’s common stock, which was listed on the Australian Securities Exchange, on the date of the acquisition. The Company classified this as a Level 1 fair value measurement due to the use of an unadjusted quoted price in an active market. The fair value of Gazal included the fair value of Gazal’s 50% interest in PVH Australia. As such, the Company derived the fair value of its investment in PVH Australia from the fair value of Gazal by adjusting for (i) Gazal’s non-operating assets and net debt position and (ii) the estimated future operating cash flows of Gazal’s standalone operations, which were discounted at a rate of 12.5% to account for the relative risks of the estimated future cash flows. The Company classified this as a Level 3 fair value measurement due to the use of significant unobservable inputs.
Mandatorily Redeemable Non-Controlling Interest

Pursuant to the terms of the acquisition agreement, key membersexecutives of Gazal and PVH Brands Australia managementPty. Limited (“PVH Australia”) exchanged a portion of their interests in Gazal for approximately 6% of the outstanding shares inof the Company’s previously wholly owned subsidiary of the Company that acquired 100% of the ownership interests in the Australia business. The Company iswas obligated to purchase this 6% interest within two years of the Australia acquisition closing in two tranches as follows:tranches: tranche 1 – 50% of the shares one year after the closing, but the holders had the option to defer half of this tranche to tranche 2;closing; and tranche 2 – all remaining shares two years after the closing. With respect to tranche 1, the holders elected not to defer their shares to tranche 2 and as a result the Company is obligated to purchase all of the tranche 1 shares in the second quarter of 2020. The purchase price for the tranche 1 and tranche 2 shares is based on a multiple of the subsidiary’s adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) less net debt as of the end of the measurement year, and the multiple varies depending on the level of EBITDA compared to a target.

The Company recognized a liability of $26.2 million for the fair value of the 6% interest on the date of the Australia acquisition, based on exchange rates in effect on that date, which iswas being accounted for as a mandatorily redeemable non-controlling interest. The fair value of the liability was determined using a Monte Carlo simulation model, which utilizes inputs, including the volatility of financial results, in order to model the probability of different outcomes. The Company classified this as a Level 3 fair value measurement due to the use of significant unobservable inputs. In subsequent periods, the liability for the mandatorily redeemable non-controlling interest iswas adjusted each reporting period to its redemption value based on conditions that existexisted as of each subsequent balance sheet date,
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provided that the liability could not be adjusted below the amount initially recorded at the acquisition date. The Company reflectsrecorded any adjustment insuch adjustments to the redemption valueliability in interest expense in the Company’s Consolidated Income Statement.Statements of Operations. The Company recorded a loss of $8.6$4.9 million in interest expense during 20192020 in connection with the remeasurement of the mandatorily redeemable non-controlling interest to its redemption value, which forinterest.

For the tranche 1 reflectsand tranche 2 shares, the amount expected to bemeasurement periods ended in 2019 and 2020, respectively. The Company paid under the conditions specifiedmanagement shareholders an aggregate purchase price of $17.3 million for the tranche 1 shares in June 2020 and an aggregate purchase price of $24.4 million for the termstranche 2 shares in June 2021 based on exchange rates in effect on the applicable payment dates. The Company presented these payments within the Company’s Consolidated Statements of Cash Flows as follows: (i) $12.7 million and $15.2 million as financing cash flows in 2020 and 2021, respectively, which represented the initial fair values of the acquisition agreementliabilities for the tranche 1 and for tranche 2 reflects the amount that would be paid under the conditions specified in the terms ofshares, respectively, recognized on the acquisition agreement if settlementdate, and (ii) $4.6 million and $9.2 million, as operating cash flows in 2020 and 2021, respectively, for the tranche 1 and tranche 2 shares, respectively, attributable to interest. The Company had occurred as of February 2, 2020. Theno remaining liability for the mandatorily redeemable non-controlling interest was $33.8 million as of FebruaryJanuary 30, 2022.

Sale of Certain Heritage Brands Trademarks and Other Assets

The Company entered into a definitive agreement on June 23, 2021 to sell certain of its heritage brands trademarks, including VanHeusen, IZOD, ARROW and Geoffrey Beene, as well as certain related inventories of its Heritage Brands business, with a net carrying value of $97.8 million, to ABG and other parties for $222.9 million in cash.

The Company completed the sale on August 2, 2020 based on exchange rates2021 for net proceeds of $216.3 million, after transaction costs. In connection with the closing of the transaction, the Company recorded a pre-tax gain of $118.5 million in effect on that date,the third quarter of 2021, which $16.9 millionrepresented the excess of the amount of consideration received over the net carrying value of the assets, less costs to sell. The gain was included in accrued expenses and $16.9 million was includedrecorded in other liabilities(gain) loss, net in the Company’s Consolidated Balance Sheet.Statement of Operations and included in the Heritage Brands Wholesale segment.



Fair Value of the Acquisition

The acquisition date fair value of the business acquired was $324.6 million, consisting of:
(In millions)  
Cash consideration $124.7
Fair value of the Company’s investment in PVH Australia 131.4
Fair value of the Company’s investment in Gazal 40.1
Fair value of mandatorily redeemable non-controlling interest 26.2
Elimination of pre-acquisition receivable owed to the Company 2.2
Total acquisition date fair value of the business acquired $324.6


AllocationIn connection with the sale, the employment of certain employees based in the Acquisition Date Fair Value

The following table summarizesUnited States engaged in the fair valuesHeritage Brands business was terminated in the third quarter of 2021. However, the assets acquired and liabilities assumed atCompany retained the date of acquisition:
(In millions)  
Cash and cash equivalents $6.6
Trade receivables 15.1
Inventories 89.9
Prepaid expenses 1.3
Other current assets 3.5
Assets held for sale 58.8
Property, plant and equipment 18.4
Goodwill 65.9
Intangible assets 222.2
Operating lease right-of-use assets 56.4
Total assets acquired 538.1
Accounts payable 14.4
Accrued expenses 22.5
Short-term borrowings 50.5
Current portion of operating lease liabilities 10.9
Long-term portion of operating lease liabilities 43.9
Deferred tax liability 69.6
Other liabilities 1.7
Total liabilities assumed 213.5
Total acquisition date fair value of the business acquired $324.6


Prior toliability for any deferred vested benefits earned by these employees under its retirement plans. No further benefits were accrued under the closing of the Australia acquisition, Gazal had entered into an agreement to sell an office building and warehouse to a third partyplans for these employees and as such, the building was classified as held for sale on the acquisition date. The building was subsequently sold to a third party and leased back toresult, the Company recognized a gain of $1.8 million in June 2019.the third quarter of 2021 with a corresponding decrease to its pension benefit obligation. For certain eligible employees affected by the transaction, the Company provided an enhanced retirement benefit and as a result recognized $1.4 million of special termination benefit costs in the third quarter of 2021 with a corresponding increase to its pension benefit obligation. These amounts were included in other (gain) loss, net in the Company’s Consolidated Statement of Operations. Please see Note 17, “Leases,12, “Retirement and Benefit Plans,” for further discussion of this sale-leaseback transaction.discussion.

The goodwill of $65.9 million was assigned asSale of the acquisition date to the Company’s Tommy Hilfiger International and Calvin Klein International segments in the amounts of $56.8 million and $9.1 million, respectively, which include the Company’s reporting units that are expected to benefit from the synergies of the combination. Goodwill will not be deductible for tax purposes. The other intangible assets of $222.2 million consisted of reacquired perpetual license rights of $204.9 million, which are indefinite lived, order backlog of $0.3 million, which was amortized on a straight-line basis over 0.5 years, and customer relationships of $17.0 million, which are being amortized on a straight-line basis over 10.0 years. The Company


is still in the process of finalizing the valuation of the assets and liabilities assumed; thus, the allocation of the acquisition date fair value is subject to change.

Acquisition of the Geoffrey Beene Tradename

The Company acquired on April 20, 2018 the Geoffrey Beene tradename from Geoffrey Beene, LLC (“Geoffrey Beene”). Prior to the acquisition, the Company licensed the rights to design, market and distribute Geoffrey Beene dress shirts and neckwear from Geoffrey Beene.

The tradename was acquired for $17.0 million, consisting of $15.9 million paid in cash, $0.7 million of royalties prepaid to Geoffrey Beene by the Company under the license agreement, and $0.4 million of liabilities assumed by the Company. The transaction was accounted for as an asset acquisition.

Acquisition of the Wholesale and Concessions Businesses in Belgium and Luxembourg

The Company acquired on September 1, 2017 the Tommy Hilfiger and Calvin Klein wholesale and concessions businesses in Belgium and Luxembourg from a former agent (the “Belgian acquisition”). As a result of the Belgian acquisition, the Company now operates directly the Tommy Hilfiger and Calvin Klein businesses in this region.

The acquisition date fair value of the consideration paid was $12.0 million. The estimated fair value of assets acquired and liabilities assumed consisted of $12.4 million of goodwill and $0.4 million of other net liabilities. The goodwill of $12.4 million was assigned as of the acquisition date to the Company’s Tommy Hilfiger International and Calvin Klein International segments in the amounts of $11.1 million and $1.3 million, respectively, which are the Company’s reporting units that are expected to benefit from the synergies of the combination. Goodwill is not deductible for tax purposes. The Company finalized the purchase price allocation in 2018.

Acquisition of True & Co.

The Company acquired on March 30, 2017 True & Co., a direct-to-consumer intimate apparel digital-centric retailer. This acquisition enabled the Company to participate further in the fast-growing online channel and provided a platform to increase innovation, data-driven decisions and speed in the way it serves its consumers across its channels of distribution.

The acquisition date fair value of the consideration paid was $28.5 million. The estimated fair value of assets acquired and liabilities assumed consisted of $20.9 million of goodwill and $7.6 million of other net assets (including $7.3 million of deferred tax assets and $0.4 million of cash acquired). The goodwill of $20.9 million was assigned as of the acquisition date to the Company’s Calvin KleinSpeedo North America Calvin Klein International and Heritage Brands Wholesale segments in the amounts of $5.4 million, $4.8 million and $10.7 million, respectively, which include the Company’s reporting units that are expected to benefit from the synergies of the combination. For those reporting units that had not been assigned any of the assets acquired or liabilities assumed in the acquisition, the amount of goodwill assigned was determined by calculating the estimated fair value of such reporting units before and after the acquisition. Goodwill is not deductible for tax purposes. The Company finalized the purchase price allocation in 2017.Business

4.      ASSETS HELD FOR SALE

The Company entered into a definitive agreement on January 9, 2020 to sell its Speedo North America business to Pentland, the parent company of theSpeedo International Limited, brand, for $170.0 million in cash, which was, at the time, subject to a working capital adjustment. Speedo International Limited licenses the Speedo trademark to a subsidiary of the Company for perpetual use in North America and the Caribbean. The Company will deconsolidate the net assets of the Speedo business and no longer license the Speedo trademark upon closing of the sale, which is expected to occur in the first quarter of 2020, subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which was received early in the first quarter of 2020.

The Company classified the assets and liabilities of the Speedo North America business as held for sale and recorded a pre-tax noncash loss of $142.0 million duringin the fourth quarter of 2019 (including a $116.4 million noncash impairment charge related to the Speedo perpetual license right) to reduce the carrying value of the Speedo North America business as of February 2, 2020 to its estimated fair value, less costs to sell.

The estimated fair value, less costs to sell, reflectsCompany completed the amountsale of considerationits Speedo North America business on April 6, 2020 for net proceeds of $169.1 million and deconsolidated the Company expects to receive upon closingnet assets of the transaction, inclusive of the working capital adjustment. The loss was recorded


in other noncash loss, net in the Company’s Consolidated Income Statement. The loss will be remeasured inbusiness.In connection with the closing of the Speedo transaction, and will be impacted bythe Company recorded a pre-tax noncash loss of $5.9 million in the first quarter of 2020 resulting from the remeasurement of the loss recorded in the fourth quarter of 2019, primarily due to changes to the net assets of the Speedo North America business subsequent to February 2, 2020.

2020, based on the terms of the agreement. The noncash impairment charge related to the Speedo perpetual license rightloss was recorded to write down its carrying value of $203.8 million to a fair value of $87.4 million, which was implied by the expected amount of consideration to be received upon closing of the transaction. The Company classified this as a Level 3 fair value measurement due to the use of significant unobservable inputs.

The Speedo transaction was also a triggering event that prompted the need for the Company to perform an interim goodwill impairment test for its Heritage Brands Wholesale reporting unit. No goodwill impairment resulted from this interim test.

The assets and liabilities of the Speedo North America business classified as held for salein other (gain) loss, net in the Company’s Consolidated Balance Sheet asStatement of February 2, 2020 wereOperations and included in the Heritage Brands Wholesale segment and consistedsegment.

Upon the closing of the following:Speedo transaction, employees based in the United States who were engaged primarily in the Speedo North America business terminated their employment with the Company. However, the Company retained the liability for any deferred vested benefits earned by these employees under its retirement plans. No further benefits were to be accrued under the plans and as a result, the Company recognized a gain of $2.8 million in the first quarter of 2020 with a corresponding decrease to its pension benefit obligation. The gain was included in other (gain) loss, net in the Company’s Consolidated Statement of Operations. Please see Note 12, “Retirement and Benefit Plans,” for further discussion.

(In millions) 
Assets held for sale: 
    Trade receivables$48.8
    Inventories, net54.3
    Prepaid expenses0.6
    Other current assets0.6
    Property, plant and equipment, net6.1
    Operating lease right-of-use assets9.0
    Goodwill48.1
    Other intangibles, net (1)
95.3
    Allowance for reduction of assets held for sale(25.6)
Total assets held for sale$237.2
  
Liabilities related to assets held for sale: 
    Accounts payable$38.7
    Accrued expenses5.4
 Current portion of operating lease liabilities0.6
 Long-term portion of operating lease liabilities10.6
 Other liabilities1.8
Total liabilities related to assets held for sale$57.1

F-16


(1)
Other intangibles, net includes a perpetual license right of $87.4 million and customer relationships of $7.9 million.


F-19



5.4.      PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost, was as follows:
  (In millions)20222021
Land$1.0 $1.0 
Buildings and building improvements30.7 30.6 
Machinery, software and equipment1,093.5 981.9 
Furniture and fixtures588.3 549.0 
Shop-in-shops/concession locations234.0 227.2 
Leasehold improvements768.2 765.1 
Construction in progress88.3 97.3 
Property, plant and equipment, gross2,804.0 2,652.1 
Less: Accumulated depreciation(1,900.0)(1,746.0)
Property, plant and equipment, net$904.0 $906.1 
  (In millions)2019 2018
Land$1.0
 $1.0
Buildings and building improvements53.2
 54.8
Machinery, software and equipment871.7
 697.6
Furniture and fixtures586.0
 540.0
Shop-in-shops/concession locations209.8
 230.9
Leasehold improvements849.0
 790.3
Construction in progress35.5
 83.9
Property, plant and equipment, gross2,606.2
 2,398.5
Less: Accumulated depreciation(1,579.4) (1,414.0)
Property, plant and equipment, net$1,026.8
 $984.5


The increase in Machinery,machinery, software and equipment in 2019 primarily relates to2022 includes software and other equipment that was placed into service in 20192022 in connection with the (i) enhancements to the Company’s upgrade ofwarehouse and distribution network in Europe and North America and (ii) investments in (a) upgrades and enhancements to itsplatforms and systems andworldwide, including digital commerce platforms.platforms, and (b) information technology infrastructure worldwide, including information security. Construction in progress at February 2, 2020January 29, 2023 and February 3, 2019January 30, 2022 represents costs incurred for machinery, software and equipment, furniture and fixtures, and leasehold improvements not yet placed in use. Construction in progress at February 2, 2020January 29, 2023 and February 3, 2019January 30, 2022 principally related to (i) enhancements to the Company’s warehouse and distribution network in Europe and North America and (ii) investments in (a) upgrades and enhancements to operating, supply chainplatforms and logistics systems.systems worldwide and (b) new stores and store renovations. Interest costs capitalized in construction in progress were immaterial during 2019, 20182022, 2021 and 2020.
2017.

6.5.      INVESTMENTS IN UNCONSOLIDATED AFFILIATES

Included in other assets in the Company’s Consolidated Balance Sheets was $176.3$190.2 million as of February 2, 2020January 29, 2023 and $207.1$165.3 million as of February 3, 2019January 30, 2022 related to the following investments in unconsolidated affiliates:

PVH India
The Company held a 50% economic interest in each of the Tommy Hilfiger Arvind Fashion Private Limited (“TH India”) and Calvin Klein Arvind Fashion Private Limited (“CK India”) joint ventures prior to August 15, 2020. These investments were accounted for under the equity method of accounting. TH India and CK India licensed from certain subsidiaries of the Company the rights to the TOMMY HILFIGER and Calvin Klein trademarks, respectively, in India for certain product categories. The Company and Arvind, the Company’s joint venture partner in TH India and CK India, entered into an agreement to merge TH India into CK India, effective August 15, 2020. As a result of the merger, the Company now owns a 50% economic interest in the merged entity, now known as PVH Arvind Fashion Private Limited (“PVH India”), which is being accounted for under the equity method of accounting. There has been no material change to the shareholders’ respective rights or economic interests as a result of the transaction and no consideration was exchanged in the merger. As such, no gain or loss was recorded in connection with the transaction. PVH India licenses from certain Company subsidiaries the rights to the TOMMY HILFIGER and Calvin Klein trademarks in India for certain product categories.

PVH Legwear
The Company andowns a wholly owned subsidiary of the Company’s former Heritage Brands socks and hosiery licensee formed a joint venture,49% economic interest in PVH Legwear LLC (“PVH Legwear”) in 2019, in which the Company owns a 49% economic interest. PVH Legwear was formed in order to consolidate the Company’s socks and hosiery businesses for all Company brands in the United States and Canada.. PVH Legwear licenses from certain subsidiaries of the Company the rights to distribute and sell in these countriesthe United States and Canada TOMMY HILFIGER, CALVIN KLEINCalvin Klein, Warner’s and, through the second quarter of 2021, IZOD, and Van Heusen socks and hosiery. Following the Heritage Brands transaction, PVH Legwear now licenses from ABG the rights to distribute and sell in these countries IZODand Warner’sVan Heusen socks and hosiery beginning in December 2019.hosiery. Additionally, PVH Legwear sells socks and hosiery under other owned and licensed trademarks. This investment is being accounted for under the equity method of accounting.

The Company received dividends of $6.4 million and $2.0 million from PVH Legwear during 2022 and 2021, respectively.

F-17



The Company made paymentsa payment of $27.7$1.6 million to PVH Legwear during 20192020 to contribute its share of the joint venture funding.

Gazal and PVH Australia
Prior to May 31, 2019, the Company held an approximately 22% ownership interest in Gazal and a 50% ownership interest in PVH Australia. These investments were accounted for under the equity method of accounting until the closing of the Australia acquisition on May 31, 2019, on which date the Company derecognized its equity investments in Gazal and PVH Australia and began to consolidate the operations of Gazal and PVH Australia in its financial statements. Please see Note 3, “Acquisitions,” for further discussion.
The Company received dividends of $6.4 million, $7.6 million and $3.7 million from Gazal and PVH Australia during 2019, 2018, and 2017 respectively.



CK India

The Company acquired a 51% economic interest in a joint venture, Calvin Klein Arvind Fashion Private Limited (“CK India”) in 2013. The Company sold 1% of its interest for $0.4 million in 2017, decreasing its economic interest in CK India to 50%.Prior to the sale, the Company was not deemed to hold a controlling interest in CK India as the shareholders agreement provided the partners with equal rights. This investment is being accounted for under the equity method of accounting. CK India licenses from a subsidiary of the Company the rights to the CALVIN KLEIN trademarks in India for certain product categories.

The Company made payments of $1.6 million to CK India during 2017 to contribute its share of the joint venture funding.

TH IndiaBrazil

The Company owns a 50%an economic interest in a joint venture, Tommy Hilfiger Arvind Fashion Private Limited (“TH India”). TH India licenses from a subsidiary of the Company the rights to the TOMMY HILFIGER trademarksapproximately 41% in India for certain product categories. This investment is being accounted for under the equity method of accounting. Arvind, the Company’s joint venture partner in PVH Ethiopia and CK India, is also the Company’s joint venture partner in TH India.

The Company made payments of $2.7 million to TH India during 2017 to contribute its share of the joint venture funding.

TH Brazil

The Company acquired a 40% economic interest in a joint venture, Tommy Hilfiger do Brasil S.A. (“TH Brazil”) in 2012. The Company acquired an approximately 1% additional interest for $0.3 million in 2017, increasing its economic interest in TH Brazil to approximately 41%. TH Brazil licenses from a subsidiary of the Company the rights to the TOMMY HILFIGER trademarks in Brazil for certain product categories. This investment is being accounted for under the equity method of accounting.

The Company made payments of $2.5 million to TH Brazil during 2017 to contribute its share of the joint venture funding.

The Company issued a note receivable to TH Brazil in 2016 for $12.5 million, of which $6.2 million was repaid in 2016 and the remaining balance, including accrued interest, was repaid in 2017.

PVH Mexico

The Company and Grupo Axo, S.A.P.I. de C.V. formed a joint venture (“PVH Mexico”) in 2016 in which the Company owns a 49% economic interest. PVH Mexico licenses from certain subsidiaries of the Company the rights to distribute and sell certain TOMMY HILFIGER, CALVIN KLEINCalvin Klein, Warner’s,and Olga and Speedo brand products in Mexico. Mexico. Additionally, PVH Mexico licenses certain other trademarks for some product categories. This investment is being accounted for under the equity method of accounting.

The Company received dividends of $7.2$9.8 million and $16.8 million from PVH Mexico during 2019.2022 and 2021, respectively.

Karl Lagerfeld
The Company ownsowned an economic interest of approximately 8% in Karl Lagerfeld Holding B.V. (“Karl Lagerfeld”). The Company iswas deemed to have significant influence with respect to this investment which is beingand accounted for the investment under the equity method of accounting.accounting prior to the completion of the Karl Lagerfeld transaction (as defined below) on May 31, 2022.

The Company completed the sale of its economic interest in Karl Lagerfeld to a subsidiary of G-III Apparel Group, Ltd. (the “Karl Lagerfeld transaction”) on May 31, 2022 for approximately $20.5 million in cash, subject to customary adjustments, of which $19.1 million was received during the second quarter of 2022 and $1.4 million is being held in escrow and subject to exchange rate fluctuation. The carrying value of the Company’s investment in Karl Lagerfeld was $1.0 million immediately prior to the completion of the sale.
7.
In connection with the closing of the Karl Lagerfeld transaction, the Company recorded a pre-tax gain of $16.1 million during the second quarter of 2022, which reflected (i) the excess of the proceeds over the carrying value of the Karl Lagerfeld investment, less (ii) $3.4 million of foreign currency translation adjustment losses previously recorded in accumulated other comprehensive loss. The gain was included in equity in net income (loss) of unconsolidated affiliates in the Company’s Consolidated Statement of Operations and recorded in corporate expenses not allocated to any reportable segments, consistent with how the Company has historically recorded its proportionate share of the net income or loss of its investment in Karl Lagerfeld.

The Company had previously determined during the first quarter of 2020 that the then-recent and projected business results for Karl Lagerfeld, which included an adverse impact of the COVID-19 pandemic, was an indicator of an other-than-temporary impairment with respect to the Company’s investment in Karl Lagerfeld. The Company calculated the fair value of its investment using future operating cash flow projections that were discounted at a rate of 10.9%, which accounted for the relative risks of the estimated future cash flows. The Company classified this as a Level 3 fair value measurement due to the use of significant unobservable inputs. The Company determined the fair value of its investment was lower than its carrying amount as of May 3, 2020, and as a result recorded a noncash other-than-temporary impairment of $12.3 million during the first quarter of 2020 to fully impair the investment. The impairment was included in equity in net income (loss) of unconsolidated affiliates in the Company’s Consolidated Statement of Operations. The Company recorded the impairment charge in corporate expenses not allocated to any reportable segments, consistent with how it had historically recorded its proportionate share of the net income or loss of its investment in Karl Lagerfeld.

F-18



6.      REDEEMABLE NON-CONTROLLING INTEREST

The Company and Arvind formed PVH Ethiopia in which the Company owns a 75% interest, during 2016. The Company consolidates PVH Ethiopia in its consolidated financial statements. PVH Ethiopia was formed2016 to operate a manufacturing facility that producesproduced finished products for the Company for distribution primarily in the United States. The manufacturing facility began operationsCompany and its partner held initial economic interests of 75% and 25%, respectively, in 2017.



The shareholders agreement governing PVH Ethiopia, (the “Shareholders Agreement”) contains a put option under which Arvind can requirewith its partner’s 25% interest accounted for as an RNCI. The Company consolidated the Company to purchase all of its shares in the joint venture during various future periods as specified in the Shareholders Agreement. The first such period immediately precedes the ninth anniversaryresults of PVH Ethiopia’s date of incorporation.Ethiopia in its consolidated financial statements. The Shareholders Agreement also contains call options under which the Company can require Arvind to sell to the Company (i) all or a portion of its shares during various future periods as specified in the Shareholders Agreement; (ii) all of its shares in the event of a change of control of Arvind; or (iii) all of its shares in the event that Arvind ceases to hold at least 10% of the outstanding shares. The Company’s first call option referred to in clause (i) immediately follows the fifth anniversary of the date of incorporation of PVH Ethiopia. The put and call prices are the fair market value of the shares on the redemption date based upon a multiple of PVH Ethiopia’s EBITDA for the prior 12 months, less PVH Ethiopia’s net debt.

The fair value of the redeemable non-controlling interest (“RNCI”) as of the date of formationcapital structure of PVH Ethiopia was $0.1 million.amended effective May 31, 2021 and, as a result, the Company solely managed and effectively owned all economic interests in the joint venture. The carrying amountCompany closed in the fourth quarter of 2021 the manufacturing facility that was PVH Ethiopia’s sole operation. The closure did not have a material impact on the Company’s consolidated financial statements.

In connection with the amendment of the RNCI is adjusted to equal the redemption amount at the endcapital structure of each reporting period, provided that this amount at the end of each reporting period cannot be lower than the initial fair value adjusted for the minority shareholder’s share of net income or loss. Any adjustment to the redemption amount of the RNCI is determined after attribution of net income or loss of the RNCI and will be recognized immediately in retained earnings ofPVH Ethiopia, the Company since it is probable thatreclassified the RNCI will become redeemable in the future based on the passage of time. The carrying amount of the RNCI as of February 2, 2020 was $(2.0)May 31, 2021 of $(3.7) million which is greater thanto additional paid-in capital. Following this reclassification, the redemption amount. The carrying amount decreased from $0.2 million as of February 3, 2019 as a result of aCompany stopped attributing any net income or loss attributablein PVH Ethiopia to the RNCI for 2019 of $2.2 million.redeemable non-controlling interest.

8.7.      GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill, by segment (please see Note 21,20, “Segment Data,” for further discussion of the Company’s reportable segments), were as follows:
(In millions)Calvin Klein North AmericaCalvin Klein InternationalTommy Hilfiger North AmericaTommy Hilfiger InternationalHeritage Brands WholesaleHeritage Brands RetailTotal
Balance as of January 31, 2021
Goodwill, gross$781.8 $902.8 $203.0 $1,748.0 $197.7 $11.9 $3,845.2 
Accumulated impairment losses(287.3)(394.0)— — (197.7)(11.9)(890.9)
Goodwill, net494.5 508.8 203.0 1,748.0 — — 2,954.3 
Reduction of goodwill, gross related to the exit from the Heritage Brands Retail business— — — — — (11.9)(11.9)
Reduction of accumulated impairment losses related to the exit from the Heritage Brands Retail business— — — — — 11.9 11.9 
Reduction of goodwill, gross related to the Heritage Brands transaction— — — — (92.7)— (92.7)
Reduction of accumulated impairment losses related to the Heritage Brands transaction— — — — 92.7 — 92.7 
Currency translation— (11.3)— (114.1)— — (125.4)
Balance as of January 30, 2022
Goodwill, gross781.8 891.5 203.0 1,633.9 105.0 — 3,615.2 
Accumulated impairment losses(287.3)(394.0)— — (105.0)— (786.3)
Goodwill, net494.5 497.5 203.0 1,633.9 — — 2,828.9 
Impairment(162.6)(77.3)(177.2)— — — (417.1)
Currency translation— (6.5)— (46.3)— — (52.8)
Balance as of January 29, 2023
Goodwill, gross781.8 885.0 203.0 1,587.6 105.0 — 3,562.4 
Accumulated impairment losses(449.9)(471.3)(177.2)— (105.0)— (1,203.4)
Goodwill, net$331.9 $413.7 $25.8 $1,587.6 $— $— $2,359.0 
(In millions)Calvin Klein North America Calvin Klein International Tommy Hilfiger North America Tommy Hilfiger International Heritage Brands Wholesale Heritage Brands Retail Total
Balance as of February 4, 2018             
Goodwill, gross$780.2
 $942.0
 $204.4
 $1,661.6
 $246.5
 $11.9
 $3,846.6
Accumulated impairment losses
 
 
 
 
 (11.9) (11.9)
Goodwill, net780.2
 942.0
 204.4
 1,661.6
 246.5
 
 3,834.7
Contingent purchase price payments to Mr. Calvin Klein1.0
 0.7
 
 
 
 
 1.7
Currency translation(0.9) (33.2) 
 (131.8) 
 
 (165.9)
Balance as of February 3, 2019             
Goodwill, gross780.3
 909.5
 204.4
 1,529.8
 246.5
 11.9
 3,682.4
Accumulated impairment losses
 
 
 
 
 (11.9) (11.9)
Goodwill, net780.3
 909.5
 204.4
 1,529.8
 246.5
 
 3,670.5
Australia acquisition
 9.1
 
 56.8
 
 
 65.9
TH CSAP acquisition
 
 
 63.9
 
 
 63.9
Reclassification of goodwill to assets held for sale
 
 
 
 (48.1) 
 (48.1)
Currency translation0.1
 (22.5) 
 (52.2) 
 
 (74.6)
Balance as of February 2, 2020             
Goodwill, gross780.4
 896.1
 204.4
 1,598.3
 198.4
 11.9
 3,689.5
Accumulated impairment losses
 
 
 
 
 (11.9) (11.9)
Goodwill, net$780.4
 $896.1
 $204.4
 $1,598.3
 $198.4
 $
 $3,677.6

F-19


The goodwill acquired in the Australia and TH CSAP acquisitions was assigned as
As a result of the respective acquisition dates toCompany’s 2022 annual impairment test, the Company’s reporting units that are expected to benefit fromCompany recorded $417.1 million of noncash impairment charges during the synergiesthird quarter of 2022. Please see the combinations.section “Goodwill and Other Intangible Assets Impairment Testing” below for further discussion.



The Company reclassified $48.1recorded an $11.9 million ofreduction to goodwill, gross and a corresponding $11.9 million reduction to assets held for sale in the Company’s Consolidated Balance Sheet as of February 2, 2020accumulated impairment losses in connection with the Speedo transaction.exit from the Heritage Brands Retail business in 2021. As a result of the exit from the business, the Company’s Heritage Brands Retail segment has ceased operations. Please see Note 4, “Assets Held For Sale,17, “Exit Activity Costs,” for further discussion.

The Company was requiredrecorded a $92.7 million reduction to make contingent purchase price paymentsgoodwill, gross and a corresponding $92.7 million reduction to Mr. Calvin Kleinaccumulated impairment losses during 2021 in connection with the Company’s acquisition of allHeritage Brands transaction. The Company had recorded the accumulated impairment losses as a result of the issued and outstanding stock of Calvin Klein, Inc. and certain affiliated companies. Such payments were based on 1.15% of total worldwide net sales (as definedinterim goodwill impairment test performed in the acquisition agreement, as amended),first quarter of products bearing any2020 discussed below in the section “Goodwill and Other Intangible Assets Impairment Testing.” Please see Note 3, “Acquisitions and Divestitures,” for further discussion of the CALVIN KLEIN brands and were required to be made with respect to sales made through February 12, 2018. A significant portion of the sales on which the payments to Mr. Klein were made were wholesale sales by the Company and its licensees and other partners to retailers. All payments due to Mr. Klein under the agreement have been made.Heritage Brands transaction.

The Company’s other intangible assets consisted of the following:
 20222021
(In millions)Gross
Carrying
Amount
Accumulated
Amortization
NetGross
Carrying
Amount
Accumulated
Amortization
Net
Intangible assets subject to amortization:
Customer relationships$281.0 $(248.3)$32.7 $286.0 $(232.3)$53.7 
Reacquired license rights494.3 (199.3)295.0 506.1 (193.1)313.0 
Total intangible assets subject to amortization775.3 (447.6)327.7 792.1 (425.4)366.7 
Indefinite-lived intangible assets:
Tradenames2,701.1 — 2,701.1 2,722.9 — 2,722.9 
Reacquired perpetual license rights221.1 — 221.1 217.4 — 217.4 
Total indefinite-lived intangible assets2,922.2 — 2,922.2 2,940.3 — 2,940.3 
Total other intangible assets$3,697.5 $(447.6)$3,249.9 $3,732.4 $(425.4)$3,307.0 
 2019 2018
(In millions)
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net 
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net
Intangible assets subject to amortization:           
Customer relationships (1)(2)
$289.9
 $(189.2) $100.7
 $307.4
 $(186.1) $121.3
Reacquired license rights502.5
 (161.9) 340.6
 523.8
 (154.4) 369.4
Total intangible assets subject to amortization792.4
 (351.1) 441.3
 831.2
 (340.5) 490.7
            
Indefinite-lived intangible assets:           
Tradenames2,830.2
 
 2,830.2
 2,863.7
 
 2,863.7
Perpetual license right (2)

 
 
 203.8
 
 203.8
Reacquired perpetual license rights (1)
209.2
 
 209.2
 11.0
 
 11.0
Total indefinite-lived intangible assets3,039.4
 
 3,039.4
 3,078.5
 
 3,078.5
Total other intangible assets$3,831.8
 $(351.1) $3,480.7
 $3,909.7
 $(340.5) $3,569.2


The gross carrying amount and accumulated amortization of certain intangible assets include the impact of changes in foreign currency exchange rates.

(1) The change from February 3, 2019 to February 2, 2020 included intangible assets recorded in connection with the Australia acquisition. The intangible assets as of the acquisition date included reacquired perpetual license rights of $204.9 million, which are indefinite-lived, and customer relationships of $17.0 million, which are being amortized on a straight-line basis over 10.0 years, both of which were subject to exchange rate fluctuations after the acquisition date.

(2) The change from February 3, 2019 to February 2, 2020 included the intangible assets of the Company’s Speedo North America business, consisting of customer relationships of $7.9 million and a perpetual license right of $203.8 million. The Company recorded a $116.4 million noncash impairment charge related to the Speedo perpetual license right in the fourth quarter of 2019 in connection with the Speedo transaction. The remaining perpetual license right of $87.4 million and the customer relationships of $7.9 million were reclassified to assets held for sale in the Company’s Consolidated Balance Sheet as of February 2, 2020. Please see Note 4, “Assets Held For Sale,” for further discussion.

Amortization expense related to the Company’s intangible assets subject to amortization was $39.7$32.1 million and $62.8$34.2 million for 20192022 and 2018,2021, respectively. The decrease is primarily related to the reacquired license rights recorded in connection with the acquisition of the 55% ownership interests in the Company’s former joint venture for
TOMMY HILFIGER in China that it did not already own (the “TH China acquisition”), which became fully amortized in 2018.



Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, amortization expense for the next five years related to the Company’s intangible assets subject to amortization as of February 2, 2020January 29, 2023 is expected to be as follows:

(In millions)  
Fiscal Year Amount
2020 $36.8
2021 36.6
2022 34.3
2023 24.0
2024 23.6


(In millions)
Fiscal YearAmount
2023$23.6 
202423.3 
202517.5 
202614.6 
202714.3 

9.
F-20



Goodwill and Other Intangible Assets Impairment Testing

The Company assesses the recoverability of goodwill and other indefinite-lived intangible assets annually, at the beginning of the third quarter of each fiscal year, and between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the carrying amount may be impaired. Intangible assets with finite lives are amortized over their estimated useful life and are tested for impairment, along with other long-lived assets, when events and circumstances indicate that the assets might be impaired. Please see Note 1, “Summary of Significant Accounting Policies,” for discussion of the Company’s goodwill and intangible assets impairment testing process.

Goodwill Impairment Testing

2022 Annual Impairment Test

For the 2022 annual goodwill impairment test performed as of the beginning of the third quarter of 2022, the Company elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of its reporting units. In making this election, the Company considered the changes resulting from the then-current macroeconomic environment, in particular the increase in interest rates and the strengthening of the U.S. dollar against most major currencies in which the Company transacts business.

As a result of the Company’s 2022 annual impairment test, the Company recorded $417.1 million of noncash impairment charges during the third quarter of 2022, which were included in goodwill and other intangible asset impairments in the Company’s Consolidated Statement of Operations. The impairments were driven primarily by a significant increase in discount rates. The impairment charges, which related to the Calvin Klein Wholesale North America, Calvin Klein Licensing and Advertising International and Tommy Hilfiger Retail North America reporting units, were recorded to the Company’s segments as follows: $162.6 million in the Calvin Klein North America segment, $77.3 million in the Calvin Klein International segment and $177.2 million in the Tommy Hilfiger North America segment.

Of these reporting units, Calvin Klein Licensing and Advertising International was determined to be partially impaired. The remaining carrying amount of goodwill allocated to this reporting unit as of the date of the test was $41.0 million. Holding all other assumptions constant, a 100 basis point change in the annual revenue growth rate assumption for this business would have resulted in a change to the estimated fair value of the reporting unit of approximately $8 million. Likewise, a 100 basis point change in the weighted average cost of capital would have resulted in a change to the estimated fair value of the reporting unit of approximately $6 million. While the Calvin Klein Licensing and Advertising International reporting unit was not determined to be fully impaired, it may be at risk of further impairment in the future if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in long-term growth rates or the weighted average cost of capital.

With respect to the Company’s other reporting units that were not determined to be impaired, the Calvin Klein Licensing and Advertising North America reporting unit had an estimated fair value that exceeded its carrying amount of $464.4 million by 9%. The carrying amount of goodwill allocated to this reporting unit as of the date of the test was $330.4 million. Holding all other assumptions constant, a 100 basis point change in the annual revenue growth rate assumption for this business would have resulted in a change to the estimated fair value of the reporting unit of approximately $43 million. Likewise, a 100 basis point change in the weighted average cost of capital would have resulted in a change to the estimated fair value of the reporting unit of approximately $34 million. While the Calvin Klein Licensing and Advertising North America reporting unit was not determined to be impaired, it may be at risk of future impairment if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in the long-term growth rate or the weighted average cost of capital.

The fair value of the reporting units for goodwill impairment testing was determined using an income approach and validated using a market approach. The income approach was based on discounted projected future (debt-free) cash flows for each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration, inclusive of a Company-specific 4% risk premium to account for the additional risk of uncertainty perceived by market participants related to the Company’s overall cash flows due to the macroeconomic environment. Estimated future operating cash flows were discounted at rates of 16.0% or 16.5%, depending on the reporting unit, to account for the relative risks of the estimated future cash flows. For the market approach, used to validate the results of the income approach method, the Company used the guideline company method, which analyzes market multiples of adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of
F-21



the reporting unit compared to the selected guideline companies. The Company classified the fair values of its reporting units as Level 3 fair value measurements due to the use of significant unobservable inputs.

There have been no significant events or change in circumstances since the date of the 2022 annual impairment test that would indicate the remaining carrying amount of the Company’s goodwill may be impaired as of January 29, 2023. There continues to be significant uncertainty in the current macroeconomic environment due to inflationary pressures globally, the war in Ukraine and its broader macroeconomic implications, and foreign currency volatility. If market factors utilized in the impairment analysis deteriorate or otherwise vary from current assumptions (including those resulting in changes in the weighted average cost of capital), industry conditions deteriorate, business conditions or strategies for a specific reporting unit change from current assumptions, the Company’s businesses do not perform as projected, or there is an extended period of a significant decline in the Company’s stock price, the Company could incur additional goodwill impairment charges in the future.

2021 Annual Impairment Test

For the 2021 annual goodwill impairment test performed as of the beginning of the third quarter of 2021, the Company elected to perform a qualitative assessment first to determine whether it was more likely than not that the fair value of each reporting unit with allocated goodwill was less than its carrying amount.

The Company assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and reporting unit-specific factors. In performing this assessment, the Company considered the results of its quantitative interim goodwill impairment test performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) the weighted average cost of capital for each reporting unit as of the beginning of the third quarter of 2021, which was either favorable to or consistent with the weighted average cost of capital used in the Company’s 2020 interim test, (ii) a favorable change in the Company’s market capitalization and its implied impact on the fair value of the Company’s reporting units subsequent to the 2020 interim test, and (iii) the Company’s recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in the Company’s 2020 interim test.

After assessing these events and circumstances, the Company determined that it was not more likely than not that the fair value of each reporting unit with allocated goodwill was less than its carrying amount and concluded that the quantitative goodwill impairment test was not required. No impairment of goodwill resulted from the Company’s annual impairment test in 2021.

2020 Annual Impairment Test

For the 2020 annual goodwill impairment test performed as of the beginning of the third quarter of 2020, the Company elected to perform a qualitative assessment first to determine whether it was more likely than not that the fair value of each reporting unit with allocated goodwill was less than the carrying amount.

The Company assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and reporting unit-specific factors. In performing this assessment, the Company considered the results of its quantitative interim goodwill impairment test performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) favorable changes in the weighted average cost of capital subsequent to the 2020 interim test, (ii) a favorable change in the Company’s market capitalization and its implied impact on the fair value of the Company’s reporting units subsequent to the 2020 interim test, and (iii)the Company’s recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in the Company’s 2020 interim goodwill impairment test.

After assessing these events and circumstances, the Company determined that it was not more likely than not that the fair value of each reporting unit with allocated goodwill was less than its carrying amount and concluded that the quantitative goodwill impairment test was not required. No impairment of goodwill resulted from the Company’s annual impairment test in 2020.

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2020 Interim Impairment Test

The Company determined in the first quarter of 2020 that the significant adverse impact of the COVID-19 pandemic on the Company’s business, including an unprecedented material decline in revenue and earnings and an extended decline in the Company’s stock price and associated market capitalization, was a triggering event that required the Company to perform a quantitative interim goodwill impairment test. As a result of the interim test performed, the Company recorded $879.0 million of noncash impairment charges in the first quarter of 2020, which were included in goodwill and other intangible asset impairments in the Company’s Consolidated Statement of Operations. The impairment charges, which related to the Heritage Brands Wholesale, Calvin Klein Retail North America, Calvin Klein Wholesale North America, Calvin Klein Licensing and Advertising International, and Calvin Klein International reporting units, were recorded to the Company’s segments as follows: $197.7 million in the Heritage Brands Wholesale segment, $287.3 million in the Calvin Klein North America segment, and $394.0 million in the Calvin Klein International segment.

Of these reporting units, Calvin Klein Wholesale North America, Calvin Klein Licensing and Advertising International, and Calvin Klein International were determined to be partially impaired. The remaining carrying amount of goodwill allocated to these reporting units as of the date of the interim test was $162.3 million, $143.4 million and $346.9 million, respectively. While these reporting units were not determined to be fully impaired in the first quarter of 2020, at the time they were considered to be at risk of further impairment in the future if the related businesses did not perform as projected or if market factors utilized in the impairment analysis deteriorated. As discussed in the 2022 annual impairment test section above, the Company performed a quantitative impairment test for all reporting units in the third quarter of 2022. As a result of this test, the Calvin Klein Wholesale North America reporting unit was determined to be fully impaired and the Calvin Klein Licensing and Advertising International reporting unit was determined to be further partially impaired in the third quarter of 2022. No further impairment was identified for the Calvin Klein International reporting unit and it was no longer considered to be at risk of further impairment in the future.

With respect to the Company’s other reporting units that were not determined to be impaired, the Tommy Hilfiger International reporting unit had an estimated fair value that exceeded its carrying amount, as of the date of the interim test, of $2,948.5 million by 5%. The carrying amount of goodwill allocated to this reporting unit as of the date of the interim test was $1,557.5 million. While the Tommy Hilfiger International reporting unit was not determined to be impaired in the first quarter of 2020, at the time it was considered to be at risk of future impairment if the related business did not perform as projected or if market factors utilized in the impairment analysis deteriorated. As discussed in the 2022 annual impairment test section above, the Company performed a quantitative impairment test for all reporting units in the third quarter of 2022. No impairment was identified relating to the Tommy Hilfiger International reporting unit as a result of this test and it was no longer considered to be at risk of further impairment in the future.

The fair value of the reporting units for goodwill impairment testing was determined using an income approach and validated using a market approach. The income approach was based on discounted projected future (debt-free) cash flows for each reporting unit. The discount rates applied to these cash flows were based on the weighted average cost of capital for each reporting unit, which takes market participant assumptions into consideration. Estimated future operating cash flows used in the interim test were discounted at rates of 10.0%, 10.5% or 11.0%, depending on the reporting unit, to account for the relative risks of the estimated future cash flows. For the market approach, used to validate the results of the income approach method, the Company used both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenue and EBITDA for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue and EBITDA data from target companies deemed similar to the reporting unit. The Company classified the fair values of its reporting units as Level 3 fair value measurements due to the use of significant unobservable inputs.

Indefinite- Lived Intangible Assets Impairment Testing

2022 Annual Impairment Test

For the 2022 annual impairment test of the TOMMY HILFIGER and Calvin Klein tradenames and the reacquired perpetual license rights for TOMMY HILFIGER in India performed as of the beginning of the third quarter of 2022, the Company elected to first assess qualitative factors to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount. For these assets, no impairment was identified as a result of the Company’s most recent quantitative impairment test and the fair values of these indefinite-lived intangible assets substantially exceeded their carrying amounts. The asset with the least excess fair value had an estimated fair value that exceeded its carrying amount by approximately 183% as of
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the date of the Company’s most recent quantitative impairment test. The Company assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and asset-specific factors, including changes in the weighted average cost of capital for each of its indefinite-lived intangible assets since the date of the most recent quantitative test and the Company’s recent financial performance and updated financial forecasts as compared to those used in the most recent quantitative tests. After assessing these events and circumstances, the Company determined qualitatively that it was not more likely than not that the fair values of these indefinite-lived intangible assets were less than their carrying amounts and concluded that the quantitative impairment test was not required.

For the 2022 annual impairment test of the Warner’s tradename and the reacquired perpetual license rights recorded in connection with the Australia acquisition performed as of the beginning of the third quarter of 2022, the Company elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test. With regard to the reacquired perpetual license rights, the Company determined that its fair value substantially exceeded its carrying amount and, therefore, the asset was not impaired. The fair value of the Warner’s tradename exceeded its carrying amount of $95.8 million by 4% at the testing date. Holding all other assumptions constant, a 100 basis point change in the annual revenue growth rate of the related business would have resulted in a change to the estimated fair value of the asset of approximately $7 million. Likewise, a 100 basis point change in the weighted average cost of capital would have resulted in a change to the estimated fair value of the asset of approximately $7 million. While the Warner’s tradename was not determined to be impaired, it may be at risk of future impairment if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in the long-term growth rate or the weighted average cost of capital.

The fair value of the Warner’s tradename was determined using an income-based relief-from-royalty method. Under this method, the value of an asset is estimated based on the hypothetical cost savings that accrue as a result of not having to license the tradename from another party. These cash flows are discounted to present value using a discount rate that factors in the relative risk of the intangible asset. The Company discounted the cash flows used to value the Warner’s tradename at a rate of 16.0%. The fair value of the Company’s reacquired perpetual license rights recorded in connection with the Australia acquisition was determined using an income approach which estimates the net cash flows directly attributable to the subject intangible asset. These cash flows are discounted to present value using a discount rate that factors in the relative risk of the intangible asset. The Company discounted the cash flows used to value the reacquired perpetual license rights recorded in connection with the Australia acquisition at a rate of 19.0%. The Company classified the fair values of these indefinite-lived intangible assets as Level 3 fair value measurements due to the use of significant unobservable inputs.

There have been no significant events or change in circumstances since the date of the 2022 annual impairment test that would indicate the remaining carrying amount of the Company’s indefinite-lived intangible assets may be impaired as of January 29, 2023. There continues to be significant uncertainty in the current macroeconomic environment due to inflationary pressures globally, the war in Ukraine and its broader macroeconomic implications, and foreign currency volatility. If market factors utilized in the impairment analysis deteriorate or otherwise vary from current assumptions (including those resulting in changes in the weighted average cost of capital), industry conditions deteriorate, business conditions or strategies change from current assumptions, or the Company’s businesses do not perform as projected, the Company could incur additional indefinite-lived intangible asset impairment charges in the future.

2021 Annual Impairment Test

For the 2021 annual indefinite-lived intangible assets impairment test performed as of the beginning of the third quarter of 2021, the Company elected to assess qualitative factors first to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount.

The Company assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and asset-specific factors. In performing this assessment, the Company considered the results of its interim impairment testing performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) the weighted average cost of capital for each of its indefinite-lived intangible assets as of the beginning of the third quarter of 2021, which was either favorable to or consistent with the weighted average cost of capital used in the Company’s 2020 interim test and (ii) the Company’s recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in the Company’s 2020 interim test.

After assessing these events and circumstances, the Company determined that it was not more likely than not that the fair value of its indefinite-lived intangible assets were less than their carrying amounts and concluded that a quantitative impairment test was not required. No impairment of indefinite-lived intangible assets resulted from the Company’s annual impairment test in 2021.
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2020 Annual Impairment Test

For the 2020 annual indefinite-lived intangible assets impairment test performed as of the beginning of the third quarter of 2020, the Company elected to assess qualitative factors first to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount.

The Company assessed relevant events and circumstances, including industry, market and macroeconomic conditions, as well as Company and asset-specific factors. In performing this assessment, the Company considered the results of its interim impairment testing performed in the first quarter of 2020, discussed below in further detail, and the impact of (i) favorable changes in the weighted average cost of capital subsequent to the interim test and (ii) the Company’s recent financial performance and updated financial forecasts, which were consistent with or exceeded the projections used in the Company’s 2020 interim test.

After assessing these events and circumstances, the Company determined that it was not more likely than not that the fair value of its indefinite-lived intangible assets were less than their carrying amounts and concluded that a quantitative impairment test was not required. No impairment of indefinite-lived intangible assets resulted from the Company’s annual impairment test in 2020.

2020 Interim Impairment Test

The Company determined in the first quarter of 2020 that the impact of the COVID-19 pandemic on its business was a triggering event that prompted the need to perform interim impairment testing of its indefinite-lived intangible assets. For the TOMMY HILFIGER, Calvin Klein, and Warner’s tradenames, our then-owned Van Heusen tradename and the reacquired perpetual license rights for TOMMY HILFIGER in India, the Company elected to first assess qualitative factors to determine whether it was more likely than not that the fair value of any asset was less than its carrying amount. For these assets, no impairment was identified as a result of the Company’s prior annual indefinite-lived intangible asset impairment test in 2019 and the fair values of these indefinite-lived intangible assets substantially exceeded their carrying amounts. The asset with the least excess fair value had an estimated fair value that exceeded its carrying amount by approximately 85% as of the date of the Company’s 2019 annual test. Considering this and other factors, the Company determined qualitatively that it was not more likely than not that the fair values of these indefinite-lived intangible assets were less than their carrying amounts and concluded that the quantitative impairment test in the first quarter of 2020 was not required.

For the then-owned ARROW and Geoffrey Beene tradenames and the reacquired perpetual license rights recorded in connection with the Australia acquisition, the Company elected to bypass the qualitative assessment and proceeded directly to the quantitative impairment test. As a result of this quantitative interim impairment testing, the Company recorded $47.2 million of noncash impairment charges in the first quarter of 2020 to write down the two tradenames. This included $35.6 million to write down the ARROW tradename, which had a carrying amount as of the date of the interim test of $78.9 million, to a fair value of $43.3 million, and $11.6 million to write down the Geoffrey Beene tradename, which had a carrying amount of $17.0 million, to a fair value of $5.4 million. The $47.2 million of impairment charges recorded in the first quarter of 2020 was included in goodwill and other intangible asset impairments in the Company’s Consolidated Statement of Operations and allocated to the Company’s Heritage Brands Wholesale segment. The Van Heusen, ARROW and Geoffrey Beene tradenames were subsequently sold in the third quarter of 2021 in connection with the Heritage Brands transaction. Please see Note 3, “Acquisitions and Divestitures,” for further discussion of the Heritage Brands transaction.

With regard to the reacquired perpetual license rights recorded in connection with the Australia acquisition, the Company determined in the first quarter of 2020 that its fair value substantially exceeded its carrying amount and, therefore, the asset was not impaired.

The fair value of the ARROW and Geoffrey Beene tradenames was determined using an income-based relief-from-royalty method. Under this method, the value of an asset is estimated based on the hypothetical cost savings that accrue as a result of not having to license the tradename from another party. These cash flows are discounted to present value using a discount rate that factors in the relative risk of the intangible asset. The Company discounted the cash flows used to value the ARROW and Geoffrey Beene tradenames at a rate of 10.0%. The fair value of the Company’s reacquired perpetual license rights recorded in connection with the Australia acquisition was determined using an income approach, which estimates the net cash flows directly attributable to the subject intangible asset. These cash flows are discounted to present value using a discount rate that factors in the relative risk of the intangible asset. The Company discounted the cash flows used to value the reacquired perpetual license rights recorded in connection with the Australia acquisition at a rate of 10.0%. The Company classified the
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fair values of these indefinite-lived intangible assets as Level 3 fair value measurements due to the use of significant unobservable inputs.

Finite-Lived Intangible Assets Impairment

The Company determined in the first quarter of 2020 that the impact of the pandemic on its business was also a triggering event that prompted the need to perform an impairment test of its finite-lived intangible assets. As a result of the test performed, the Company recorded $7.3 million of noncash impairment charges in the first quarter of 2020 to write down certain finite-lived customer relationship intangible assets to a fair value of zero. These impairments were included in goodwill and other intangible asset impairments in the Company’s Consolidated Statement of Operations and allocated to the Company’s segments as follows: $4.7 million in the Heritage Brands Wholesale segment and $2.6 million in the Calvin Klein North America segment.

There have been no significant events or change in circumstances since the first quarter of 2020 that would indicate the remaining carrying amount of the Company’s finite-lived intangible assets may be impaired as of January 29, 2023. There continues to be significant uncertainty in the current macroeconomic environment due to inflationary pressures globally, the war in Ukraine and its broader macroeconomic implications, and foreign currency volatility. If market factors utilized in the impairment analysis deteriorate or otherwise vary from current assumptions (including those resulting in changes in the weighted average cost of capital), industry conditions deteriorate, business conditions or strategies change from current assumptions, or the Company’s businesses do not perform as projected, the Company could incur additional finite-lived intangible asset impairment charges in the future.

8.      DEBT

Short-Term Borrowings

The Company has the ability to draw revolving borrowings under itsthe senior unsecured credit facilities discussed below in the section entitled “2022 Senior Unsecured Credit Facilities.” The Company had no borrowings outstanding under these facilities as of January 29, 2023. The Company had no borrowings outstanding under its prior senior unsecured credit facilities as of January 30, 2022 as discussed in the section entitled “2019 Senior Unsecured Credit Facilities” below. The Company had no borrowings outstanding under these facilities as of February 2, 2020. The maximum amount of revolving borrowings outstanding under these facilities during 2019 was $378.4 million. The Company had $7.8 million outstanding under its prior senior secured credit facilities as of February 3, 2019 as discussed in the section entitled “2016 Senior Secured Credit Facilities” below. The weighted average interest rate on the funds borrowed as of February 3, 2019 was 4.45%.

Additionally, the Company has the availabilityability to borrow under short-term lines of credit, overdraft facilities and short-term revolving credit facilities denominated in various foreign currencies. These facilities which now include a facility in Australia as a result of the Australia acquisition, provided for borrowings of up to $132.0$198.8 million based on exchange rates in effect on February 2, 2020January 29, 2023 and are utilized primarily to fund working capital needs. The Company had $49.6$46.2 million and $5.1$10.8 million outstanding under these facilities as of February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, respectively. The $49.6 million of borrowings outstanding as of February 2, 2020 included borrowings under the facility in Australia. The weighted average interest rate on funds borrowed as of February 2, 2020January 29, 2023 and February 3, 2019January 30, 2022 was 2.56%2.31% and 0.21%0.17%, respectively. The maximum amount of borrowings outstanding under these facilities during 20192022 was $99.5$49.4 million.

Commercial Paper

The Company established on November 5, 2019 an unsecured commercial paper note program inhas the United States primarily to fund working capital needs. The program enables the Companyability to issue, from time to time, unsecured commercial paper notes with maturities that vary but do not exceed 397 days from the date of issuance.issuance primarily to fund working capital needs. The Company had no borrowings outstanding under the commercial paper note program as of February 2, 2020.January 29, 2023 and January 30, 2022. The maximum amount of borrowings outstanding under the program during 20192022 was $370.0$130.0 million.

The commercial paper note program allows for borrowings of up to $675.0$1,150.0 million to the extent that the Company has borrowing capacity under its United States dollar-denominatedthe multicurrency revolving credit facility as discussedincluded in the section entitled “2019 Senior Unsecured Credit Facilities” below.2022 facilities (as defined below). Accordingly, the combined aggregate amount of (i) borrowings outstanding under the commercial paper note program and (ii) the revolving borrowings outstanding under the United States dollar-denominatedmulticurrency revolving credit facility at any one time cannot exceed $675.0$1,150.0 million.

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2021 Unsecured Revolving Credit Facility

On April 28, 2021, the Company replaced its 364-day $275.0 million United States dollar-denominated unsecured revolving credit facility, which matured on April 7, 2021 (the “2020 facility”), with a 364-day $275.0 million United States dollar-denominated unsecured revolving credit facility (the “2021 facility”). The maximum aggregate amount2021 facility matured on April 27, 2022. The Company paid $0.8 million and $2.0 million of debt issuance costs in connection with the 2021 facility and 2020 facility, respectively, which were amortized over the term of the respective debt agreements. The Company had no borrowings outstanding under the commercial paper program and the United States dollar-denominated revolving credit facility during 2019 was $567.0 million, which reflects a brief period of higher aggregate borrowings at the time that the Company launched the commercial paper program.these facilities in 2021 or in 2022 prior to maturity on April 27, 2022.



Long-Term Debt

The carrying amounts of the Company’s long-term debt were as follows:
(In millions)2019 2018
    
Senior unsecured Term Loan A facilities due 2024 (1)(2)
$1,569.5
 $
Senior secured Term Loan A facility due 2021
 1,643.8
7 3/4% debentures due 202399.7
 99.6
3 5/8% senior unsecured euro notes due 2024 (2)
382.9
 396.5
3 1/8% senior unsecured euro notes due 2027 (2)
655.6
 679.5
Total2,707.7
 2,819.4
Less: Current portion of long-term debt13.8
 
Long-term debt    $2,693.9
 $2,819.4

(In millions)20222021
Senior unsecured Term Loan A facility due 2027 (1)(2)
$476.6 $— 
Senior unsecured Term Loan A facility due 2024 (2)
— 513.5 
7 3/4% debentures due 202399.9 99.8 
3 5/8% senior unsecured euro notes due 2024 (2)
568.1 580.8 
4 5/8% senior unsecured notes due 2025497.0 495.7 
3 1/8% senior unsecured euro notes due 2027 (2)
647.3 662.6 
Total2,288.9 2,352.4 
Less: Current portion of long-term debt111.9 34.8 
Long-term debt    $2,177.0 $2,317.6 

(1)
(1)     The outstanding principal balance for the euro-denominated Term Loan A facility was €440.6 million as of January 29, 2023.

(2)     The carrying amount of the euro-denominated Term Loan A facilities and the senior unsecured euro notes includes the impact of changes in the exchange rate of the United States dollar against the euro.

The outstanding principal balance for the United States dollar-denominated Term Loan A facility and the euro-denominated Term Loan A facility was $1,029.6 million and €493.8 million, respectively, as of February 2, 2020.

(2)
The carrying amount of the Company’s euro-denominated Term Loan A facility and senior unsecured euro notes includes the impact of changes in the exchange rate of the United States dollar against the euro.

Please see Note 12,11, “Fair Value Measurements,” for the fair value of the Company’s long-term debt as of February 2, 2020January 29, 2023 and February 3, 2019.January 30, 2022.

As of February 2, 2020, theThe Company’s mandatory long-term debt repayments for the next five years were as follows:follows as of January 29, 2023:
(In millions) 
Fiscal Year
Amount (1)
202013.8
202139.0
2022102.9
2023223.4
20241,682.9

(In millions)
Fiscal Year
Amount (1)
2023$112.0 
2024582.4 
2025512.0 
202612.0 
20271,082.8 

(1)
(1)     A portion of the Company’s mandatory long-term debt repayments is denominated in euros and subject to changes in the exchange rate of the United States dollar against the euro.

A portion of the Company’s mandatory long-term debt repayments are denominated in euro and subject to changes in the exchange rate of the United States dollar against the euro.

Total debt repayments for the next five years exceed the total carrying amount of the Company’s Term Loan A facilities, 7 3/4% debentures due 2023 and 3 5/8% senior euro notes due 2024debt as of February 2, 2020January 29, 2023 because the carrying amount reflects the unamortized portions of debt issuance costs and the original issue discounts.
    
As of February 2, 2020, after taking into account the effect of the Company’s interest rate swap agreements discussed in the section entitled “2019 Senior Unsecured Credit Facilities,” which were in effect as of such date,January 29, 2023, approximately 55%80% of the Company’s long-term debt had fixed interest rates, with the remainder at variable interest rates.

2016
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2022 Senior SecuredUnsecured Credit Facilities

On May 19, 2016,December 9, 2022 (the “Closing Date”), the Company entered into an amendment to its senior secured credit facilities (as amended, the “2016 facilities”). The Company replaced the 2016 facilities with new senior unsecured credit facilities on April 29, 2019 as discussed in the section entitled “2019 Senior Unsecured Credit Facilities” below. The 2016 facilities, as of the date they were replaced, consisted of a $2,347.4 million United States dollar-denominated Term Loan A facility and senior secured revolving credit facilities consisting of (i) a $475.0 million United States dollar-denominated revolving credit facility, (ii) a $25.0 million United States dollar-denominated revolving credit facility available in United States dollars and Canadian dollars and (iii) a €185.9 million euro-denominated revolving credit facility available in euro, British pound sterling, Japanese yen and Swiss francs.



2019 Senior Unsecured Credit Facilities

The Company refinanced the 2016 facilities on April 29, 2019 (the “Closing Date”) by entering into senior unsecured credit facilities (the “2019“2022 facilities”), the proceeds of which, along with cash on hand, were used to repay all of the outstanding borrowings under the 20162019 facilities (as defined below), as well as the related debt issuance costs.

The 20192022 facilities consist of (a) a $1,093.2 million United States dollar-denominated Term Loan A facility (the “USD TLA facility”), a €500.0€440.6 million euro-denominated Term Loan A facility (the “Euro TLA facility” and together with the USD TLA facility, the “TLA facilities”) and senior unsecured revolving credit facilities consisting of (i), (b) a $675.0$1,150.0 million United States dollar-denominated multicurrency revolving credit facility (ii) a CAD $70.0 million Canadian dollar-denominated(the “multicurrency revolving credit facilityfacility”), which is available in (i) United States dollars, or(ii) Australian dollars (limited to A$50.0 million), (iii) Canadian dollars (iii) a €200.0 million euro-denominated revolving credit facility available in euro, British pound(limited to C$70.0 million), or (iv) euros, yen, pounds sterling, Japanese yen, Swiss francs Australian dollars andor other agreed foreign currencies (limited to €250.0 million), and (iv)(c) a $50.0 million United States dollar-denominated revolving credit facility available in United States dollars or Hong Kong dollars.dollars (together with the multicurrency revolving credit facility, the “revolving credit facilities”). The 20192022 facilities are due on April 29, 2024.December 9, 2027. In connection with the refinancing in 2022 of the senior credit2019 facilities (as defined below), the Company paid debt issuance costs of $10.4$8.9 million (of which $3.5$1.4 million was expensed as debt modification costs and $6.9$7.5 million is being amortized over the term of the debt agreement)2022 facilities) and recorded debt extinguishment costs of $1.7$1.3 million to write off previously capitalized debt issuance costs.

Each of the senior unsecured revolving facilities, except for the $50.0 million United States dollar-denominatedThe multicurrency revolving credit facility available in United States dollars or Hong Kong dollars, also includeincludes amounts available for letters of credit and havehas a portion available for the making of swingline loans. The issuance of such letters of credit and the making of any swingline loan reduces the amount available under the applicablemulticurrency revolving credit facility. So long as certain conditions are satisfied, the Company may add one or more senior unsecured term loan facilities or increase the commitments under the senior unsecured revolving credit facilities by an aggregate amount not to exceed $1,500.0 million. The lenders under the 20192022 facilities are not required to provide commitments with respect to such additional facilities or increased commitments.

The Company had loans outstanding of $1,569.5$476.6 million, net of debt issuance costs and based on applicable exchange rates, under the Euro TLA facilitiesfacility and $20.3 million ofno borrowings outstanding letters of credit under the 2022 senior unsecured revolving credit facilities as of February 2, 2020. The Company had no borrowings outstanding under the senior unsecured revolving credit facilities as of February 2, 2020.January 29, 2023.

The terms of the Euro TLA facilitiesfacility require the Company to make quarterly repayments of amounts outstanding, under the 2019 facilities, which commencedcommencing with the calendar quarter ended September 30, 2019.ending March 31, 2023. Such required repayment amounts equal 2.50% per annum of the principal amount outstanding on the Closing Date, for the first eight calendar quarters following the Closing Date, 5.00% per annum of the principal amount outstanding on the Closing Date for the four calendar quarters thereafter and 7.50% per annum of the principal amount outstanding on the Closing Date for the remaining calendar quarters, in each case paid in equal installments and in each case subject to certain customary adjustments, with the balance due on the maturity date of the Euro TLA facilities.facility. The outstanding borrowings under the 20192022 facilities are prepayable at any time without penalty (other than customary breakage costs). Any voluntary repayments made by the Company would reduce the future required repayment amounts.

The Company made no payments on its term loan under the 2022 facilities during 2022. The Company made payments of $70.6$487.8 million on its term loans under the 2019 facilities during 2022, which included $22.5 million of mandatory payments and repaid the 2016$465.3 million repayment of the 2019 facilities in connection with the refinancing of the senior credit facilities during 2019.facilities. The Company made payments of $150.0$1,051.3 million and $250.0 million during 2018 and 2017, respectively, on its term loans under the 2016 facilities.2019 facilities during 2021, which included the repayment of the outstanding principal balance under its United States dollar-denominated Term Loan A facility (the “USD TLA facility”). The Company made payments of $14.4 million on its term loans under the 2019 facilities during 2020.

The euro-denominated borrowings under the Euro TLA facility and multicurrency revolving credit facility bear interest at a rate per annum equal to a euro interbank offered rate (“EURIBOR”) and the euro-denominated swing line borrowings under the 2022 facilities bear interest at a rate per annum equal to an adjusted daily simple euro short term rate (“ESTR”), calculated in a manner set forth in the 2022 facilities, plus in each case an applicable margin.

The United States dollar-denominated borrowings under the 20192022 facilities bear interest at a rate per annum equal to, an applicable margin plus, as determined at the Company'sCompany’s option, either (a) a base rate determined by reference to the greater of (i) the prime rate, (ii) the United States federal funds effective rate plus 1/2 of 1.00% and (iii) a one-month reserve adjusted Eurocurrency rate plus 1.00% or (b) an adjusted Eurocurrencyterm secured overnight financing rate (“SOFR”), calculated in a manner set forth in the 2019 facilities.2022 facilities, plus an applicable margin.

The Canadian dollar-denominated borrowings denominated in other foreign currencies under the 20192022 facilities bear interest at a rate equal to an applicable margin plus, as determined atvarious indexed rates specified in the Company’s option, either (a) a Canadian prime rate determined by reference to the greater of (i) the rate of interest per annum that Royal Bank of Canada establishes as the reference rate of interest in order to determine interest rates for loans in Canadian dollars to its Canadian borrowers2022 facilities and (ii) the average of the rates per annum for Canadian dollar


bankers' acceptances having a term of one month or (b) an adjusted Eurocurrency rate,are calculated in a manner set forth in the 2019 facilities.

Borrowings available in Hong Kong dollars under the 20192022 facilities, bear interest at a rate equal toplus an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner set forth in the 2019 facilities.margin.

The borrowings under the 2019 facilities in currencies other than United States dollars, Canadian dollars or Hong Kong dollars bear interest at a rate equal to an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner set forth in the 2019 facilities.

The current applicable margin with respect to the Euro TLA facilities and eachFacility as of January 29, 2023 was 1.250%. The current applicable margin with respect to the revolving credit facility is 1.375%facilities as of January 29, 2023 was 0.125% for adjusted Eurocurrency rate loans and 0.375% forbearing interest at the base rate, or Canadian prime rate loans.or daily simple ESTR rate and 1.125% for loans bearing interest at the EURIBOR rate or any other rate specified in the 2022 facilities. The applicable margin for borrowings under the Euro TLA facilitiesfacility and theeach revolving
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credit facilitiesfacility is subject to adjustment (i) after the date of delivery of the compliance certificate and financial statements, with respect to each of the Company’s fiscal quarters, based upon the Company’s net leverage ratio or (ii) after the date of delivery of notice of a change in the Company’s public debt rating by Standard & Poor’s or Moody’s.

The Company entered into interest rate swap agreements designed with the intended effect of converting notional amounts of its variable rate debt obligation to fixed rate debt. Under the terms of the agreements, for the outstanding notional amount, the Company’s exposure to fluctuations in the one-month London interbank offered rate (“LIBOR”) is eliminated and the Company pays a fixed rate plus the current applicable margin. The following interest rate swap agreements were entered into or in effect during 2019, 2018 and 2017:
(Dollars in millions)          
Designation Date Commencement Date Initial Notional Amount Notional Amount Outstanding as of February 2, 2020 Fixed Rate Expiration Date
August 2019 February 2020 $50.0
 $
 1.1975% February 2022
June 2019 February 2020 50.0
 
 1.409% February 2022
June 2019 June 2019 50.0
 50.0
 1.719% July 2021
January 2019 February 2020 50.0
 
 2.4187% February 2021
November 2018 February 2019 139.2
 126.6
 2.8645% February 2021
October 2018 February 2019 115.7
 103.3
 2.9975% February 2021
June 2018 August 2018 50.0
 50.0
 2.6825% February 2021
June 2017 February 2018 306.5
 56.5
 1.566% February 2020
July 2014 February 2016 682.6
 
 1.924% February 2018

The notional amounts of the outstanding interest rate swaps that commenced in February 2018 and February 2019 are adjusted according to pre-set schedules during the terms of the swap agreements such that, based on the Company’s projections for future debt repayments, the Company’s outstanding debt under the USD TLA facility is expected to always equal or exceed the combined notional amount of the then-outstanding interest rate swaps.

The 20192022 facilities contain customary events of default, including but not limited to nonpayment; material inaccuracy of representations and warranties; violations of covenants; certain bankruptcies and liquidations; cross-default to material indebtedness; certain material judgments; certain events related to the Employee Retirement Income Security Act of 1974, as amended; and a change in control (as defined in the 20192022 facilities).

The 20192022 facilities require the Company to comply with customary affirmative, negative and financial covenants, including minimum interest coverage anda maximum net leverage.leverage ratio. A breach of any of these operating or financial covenants would result in a default under the 20192022 facilities. If an event of default occurs and is continuing, the lenders could elect to declare all amounts then outstanding, together with accrued interest, to be immediately due and payable, which would result in acceleration of the Company’s other debt.




2019 Senior Unsecured Credit Facilities
4 1/2% Senior Notes Due 2022
On April 29, 2019, the Company entered into senior unsecured credit facilities (as amended, the “2019 facilities”). The Company replaced the 2019 facilities with the 2022 facilities. The 2019 facilities consisted of a €500.0 million euro-denominated Term Loan A facility, of which €440.6 million was outstanding as of the date it was replaced, and senior unsecured revolving credit facilities consisting of (i) a $675.0 million United States dollar-denominated revolving credit facility, (ii) a C$70.0 million Canadian dollar-denominated revolving credit facility available in United States dollars or Canadian dollars, (iii) a €200.0 million euro-denominated revolving credit facility available in euro, Australian dollars and other agreed foreign currencies and (iv) a $50.0 million United States dollar-denominated revolving credit facility available in United States dollars or Hong Kong dollars. The 2019 facilities had also previously included a $1,093.2 million USD TLA facility. The Company repaid the remaining principal balance of $1,029.6 million under its USD TLA facility in 2021.

The Company had entered into interest rate swap agreements designed with the intended effect of converting notional amounts of its variable rate debt obligation under the 2019 facilities to fixed rate debt. Under the terms of the agreements, for any outstanding $700.0 million principalnotional amount, of 4 1/2% senior notes due December 15, 2022. the Company’s exposure to fluctuations in the one-month LIBOR was eliminated and the Company paid a fixed rate plus the current applicable margin. The following interest rate swap agreements were entered into or in effect during 2021 and 2020 (no interest rate swap agreements were entered into or in effect during 2022):
(In millions)
Designation DateCommencement DateInitial Notional AmountNotional Amount Outstanding as of January 29, 2023Fixed RateExpiration Date
March 2020February 2021$50.0 $— (1)0.562%February 2023
February 2020February 202150.0 — (1)1.1625%February 2023
February 2020February 202050.0 — (1)1.2575%February 2023
August 2019February 202050.0 — (1)1.1975%February 2022
June 2019February 202050.0 — (1)1.409%February 2022
June 2019June 201950.0 — 1.719%July 2021
January 2019February 202050.0 — 2.4187%February 2021
November 2018February 2019139.2 — 2.8645%February 2021
October 2018February 2019115.7 — 2.9975%February 2021
June 2018August 201850.0 — 2.6825%February 2021

(1)    The Company redeemed these notes on January 5, 2018terminated in 2021 the interest rate swap agreements due to expire in February 2022 and February 2023 in connection with the issuanceearly repayment of €600.0the outstanding principal balance under its USD TLA facility.

The 2019 facilities also required the Company to comply with customary affirmative, negative and financial covenants, including a minimum interest coverage ratio and a maximum net leverage ratio. Given the disruption to the Company’s business caused by the COVID-19 pandemic and to ensure financial flexibility, the Company amended the 2019 facilities in June 2020 to provide temporary relief of certain financial covenants until the date on which a compliance certificate was
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delivered for the second quarter of 2021 (the “relief period”) unless the Company elected earlier to terminate the relief period and satisfied the conditions for doing so (the “June 2020 Amendment”). The June 2020 Amendment provided for the following during the relief period, among other things, the (i) suspension of compliance with the maximum net leverage ratio through and including the first quarter of 2021, (ii) suspension of the minimum interest coverage ratio through and including the first quarter of 2021, (iii) addition of a minimum liquidity covenant of $400.0 million, euro-denominated principal amount(iv) addition of 3 1/8% senior notes due December 15, 2027, as discussed below.a restricted payment covenant and (v) imposition of stricter limitations on the incurrence of indebtedness and liens. The limitation on restricted payments required that the Company suspend payments of dividends on its common stock and purchases of shares under its stock repurchase program during the relief period. The June 2020 Amendment also provided that during the relief period the applicable margin would be increased 0.25%. The Company paidterminated early, effective June 10, 2021, this temporary relief period and, as a premium of $15.8 million toresult, the holders of these notesvarious provisions in connection with the redemption and recorded debt extinguishment costs of $8.1 million to write-off previously capitalized debt issuance costs associated with these notes during 2017.June 2020 Amendment described above were no longer in effect.

7 3/4% Debentures Due 2023

The Company has outstanding $100.0 million of debentures due November 15, 2023 that accrue interest at the rate of 7 3/4%. Pursuant to the indenture governing the debentures, the Company must maintain a certain level of stockholders’ equity in order to pay cash dividends and make other restricted payments, as defined in the indenture governing the debentures. The debentures are not redeemable at the Company’s option prior to maturity.

The 7 3/4% debentures due 2023 include a “negative lien” covenant that generally requires the debentures to be secured on an equal and ratable basis with secured indebtedness of the Company, as well as limits the Company’s ability to engage in sale/leaseback transactions.

3 5/8% Euro Senior Notes Due 2024

The Company has outstanding €350.0€525.0 million euro-denominated principal amount of 3 5/8% senior notes due July 15, 2024.2024, of which €175.0 million principal amount was issued on April 24, 2020. Interest on the notes is payable in euros. The Company paid €2.8 million ($3.0 million based on exchange rates in effect on the payment date) of fees in connection with the issuance of the additional €175.0 million notes, which are being amortized over the term of the notes. The Company may redeem some or all of these notes at any time prior to April 15, 2024 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after April 15, 2024 at their principal amount plus any accrued and unpaid interest.

The Company’s ability to create liens on the Company’s assets or engage in sale/leaseback transactions is restricted as set forthdefined in the indenture governing the notes.

4 5/8% Senior Notes Due 2025

The Company issued on July 10, 2020, $500.0 million principal amount of 4 5/8% senior notes due July 10, 2025. The interest rate payable on the notes is subject to adjustment if either Standard & Poor’s or Moody’s, or any substitute rating agency, as defined in the indenture governing the notes, downgrades the credit rating assigned to the notes. The Company paid $6.2 million of fees in connection with the issuance of the notes, which are being amortized over the term of the notes. The Company may redeem some or all of these notes at any time prior to June 10, 2025 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after June 10, 2025 at their principal amount plus any accrued and unpaid interest.

The Company’s ability to create liens on the Company’s assets or engage in sale/leaseback transactions is restricted as defined in the indenture governing the notes.

3 1/8% Euro Senior Notes Due 2027

The Company issued on December 21, 2017has outstanding €600.0 million euro-denominated principal amount of 3 1/8% senior notes due December 15, 2027. Interest on the notes is payable in euros. The Company paid €8.7 million (approximately $10.3 million based on exchange rates in effect on the payment date) of fees during 2017 in connection with the issuance of these notes, which are amortized over the term of the notes. The Company may redeem some or all of these notes at any time prior to September 15, 2027 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after September 15, 2027 at their principal amount plus any accrued and unpaid interest.

The Company’s ability to create liens on the Company’s assets or engage in sale/leaseback transactions is restricted as set forthdefined in the indenture governing the notes.

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As of February 2, 2020,January 29, 2023, the Company was in compliance with all applicable financial and non-financial covenants under its financing arrangements.

The Company also has standby letters of credit primarily to collateralize the Company’s insurance and lease obligations. The Company had $74.2 million of these standby letters of credit outstanding as of January 29, 2023.

Interest paid was $108.3$82.1 million, $114.6$96.8 million and $120.2$111.2 million during 2019, 20182022, 2021 and 2017,2020, respectively.


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10.9.      INCOME TAXES

The domestic and foreign components of income (loss) income before income taxes were as follows:

(In millions)2019 2018 2017
Domestic$(441.2) $(5.3) $(102.0)
Foreign885.2
 780.9
 612.2
Total$444.0
 $775.6
 $510.2

(In millions)202220212020
Domestic$(404.9)$(120.3)$(1,248.7)
Foreign793.1 1,093.0 55.7 
Total$388.2 $972.7 $(1,193.0)
    
The domestic lossincome before benefit for income taxes in 2019, 2018 and 2017 is primarily attributable2022 includes a $417.1 million noncash goodwill impairment recorded in conjunction with the Company’s annual goodwill impairment testing. The (loss) before income taxes in 2020 was due to the domestic portionsignificant adverse impacts of certain charges incurred in 2019, 2018 and 2017. Please see Note 21, “Segment Data,” for further discussionthe COVID-19 pandemic on the Company’s business, including $1,027.7 million of these costs.

noncash impairment charges.

Taxes paid were $133.0$254.5 million, $138.4$155.4 million and $164.6$130.7 million in 2019, 20182022, 2021 and 2017,2020, respectively.

The provision (benefit) for income taxes attributable to income (loss) consisted of the following:

(In millions)202220212020
Federal:   
   Current$(6.9)$(87.7)$(22.2)
   Deferred(5.1)(51.4)(1)(103.5)
State and local:   
   Current(6.2)19.6 3.1 
   Deferred0.8 (21.7)(19.0)
Foreign:   
   Current191.1 153.7 108.3 
   Deferred14.1 8.2 (2)(22.2)(3)
Total$187.8 $20.7 $(55.5)
(In millions)2019 2018 2017 
Federal:      
   Current$(30.4) $(30.5) $51.7
 
   Deferred(52.6)
(1) 
(53.2)
(2) 
(198.3)
(2) 
State and local: 
  
  
 
   Current4.3
 4.6
 3.5
 
   Deferred(16.5) 9.6
 (7.8) 
Foreign: 
  
  
 
   Current127.9
 170.2
 143.5
 
   Deferred(3.8)
(1) 
(69.7)
(3) 
(18.5) 
Total$28.9
 $31.0
 $(25.9) 


(1)     
Includes a $27.8 million benefit related to the write-off of deferred tax liabilities in connection with the pre-tax noncash impairment of the Speedo perpetual license right, primarily in the United States. Please see Note 4, “Assets Held For Sale,” for further discussion.

(2)      Includes a $24.7$106.3 million benefit related to a tax accounting method change made in 2018 andconjunction with the Company’s 2020 U.S. federal income tax return that provides additional tax benefits to the foreign components of the federal income tax provision.

(2)     Includes a $52.8$32.3 million benefit in 2017 related to the U.S.remeasurement of certain net deferred tax assets in connection with the expiration of the special tax rates at the end of 2021.

(3)     Includes a $33.1 million expense related to the remeasurement of certain net deferred tax liabilities in connection with the enactment of legislation in the Netherlands known as the “2021 Dutch Tax Legislation.Plan,” which became effective on January 1, 2021.

(3)
Includes a $41.1 million benefit related to the remeasurement of certain net deferred tax liabilities in connection with the enactment of legislation in the Netherlands known as the “2019 Dutch Tax Plan,” which became effective on January 1, 2019 and includes a gradual reduction of the corporate income tax rate by 2021.

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The provision (benefit) for income taxes for the years 2019, 20182022, 2021 and 20172020 was different from the amount computed by applying the statutory United States federal income tax rate to the underlying income (loss) as follows:
202220212020
2019 2018 2017 
Statutory federal income tax rate (1)
21.0 % 21.0 % 33.7 % 
Statutory federal income tax rateStatutory federal income tax rate21.0 %21.0 %21.0 %
State and local income taxes, net of federal income tax benefit(2.4)% 0.5 % (1.1)% State and local income taxes, net of federal income tax benefit1.1 %(0.1)%1.7 %
Effects of international jurisdictions, including foreign tax credits(15.7)% (9.5)% (20.3)% Effects of international jurisdictions, including foreign tax credits1.6 %(8.0)%(2.2)%
Change in estimates for uncertain tax positions

(11.8)%
(2) 
(3.7)% (7.5)% Change in estimates for uncertain tax positions(2.2)%(9.7)%2.1 %
Change in valuation allowance1.8 % (5.3)%
(3) 
11.0 %
(4) 
Change in valuation allowance1.2 %0.7 %0.9 %
One-time transition tax due to U.S. Tax Legislation %  % 34.0 % 
Remeasurement due to U.S. Tax Legislation % 0.2 % (51.9)% 
Tax on foreign earnings (U.S. Tax Legislation - GILTI and FDII)10.0 % 1.9 %  % 
Tax on Speedo transaction basis difference2.3 %  %  % 
Excess tax benefits related to stock-based compensation(0.2)% (0.6)% (2.8)%
(5) 
Tax accounting method changeTax accounting method change— %(10.9)%— %
Tax on foreign earnings (GILTI and FDII)Tax on foreign earnings (GILTI and FDII)1.2 %7.6 %(5.9)%
Goodwill impairmentGoodwill impairment22.3 %— %(13.3)%
Excess tax expense (benefits) related to stock-based compensationExcess tax expense (benefits) related to stock-based compensation0.5 %— %(0.4)%
Other, net1.5 % (0.5)% (0.2)% Other, net1.7 %1.5 %0.8 %
Effective income tax rate6.5 % 4.0 % (5.1)% Effective income tax rate48.4 %2.1 %4.7 %


(1)
The United States statutory federal income tax rate changed from 35.0% to 21.0%, effective January 1, 2018, as a result of the U.S. Tax Legislation. The United States statutory federal income tax rate for 2017 is a blended rate of 33.7%.

(2) Includes the settlement of a multi-year audit from an international jurisdiction.

(3)
Includes the release of a $26.3 million valuation allowance on the Company’s foreign tax credits to adjust the provisional amount recorded in 2017 as a result of the U.S. Tax Legislation.

(4)
Includes the recognition of a $38.5 million provisional valuation allowance on the Company’s foreign tax credits as a result of the U.S. Tax Legislation.

(5)
Includes an excess tax benefit from the exercise of stock options by the Company’s Chairman and Chief Executive Officer.
The Company files income tax returns in more than 40 international jurisdictions each year. A substantial amount of the Company’s earnings are in international jurisdictions, particularly in the Netherlands and Hong Kong SAR, where income tax rates, when coupled with special rates levied on income from certain of the Company’s jurisdictional activities, continue to behave historically been lower than the United States statutory income tax rate. The effectsbenefit of special rates, which expired at the end of 2021, are reflected above in Effects of international jurisdictions, including foreign tax credits, reflectedcredits.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act, with tax provisions primarily focused on implementing a 15% corporate minimum tax based on global adjusted financial statement income and a 1% excise tax on share repurchases. The corporate minimum tax will be effective in fiscal 2023 and the above table for 2019, 2018 and 2017 included those taxes at statutory incomeexcise tax rates and at special rates levied on income from certain jurisdictional activities. The Company expects to benefit from these special rates until 2022.

The U.S. Tax Legislation enacted on December 22, 2017 significantly revised the United States tax code by, among other things, (i) reducing the corporate income tax rate from 35.0% to 21.0%,was effective January 1, 2018, (ii) imposing a one-time transition tax on earnings of foreign subsidiaries deemed to be repatriated, (iii) implementing a modified territorial tax system, (iv) introducing a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations (known as “GILTI”) and a beneficial tax rate to be applied against foreign derived intangible income (known as “FDII”) and (v) introducing a base erosion anti-abuse tax measure (known as “BEAT”) that taxes certain payments between United States corporations and their subsidiaries.

The Company recorded a provisional net tax benefit of $52.8 million in the fourth quarter of 2017 in connection with the U.S. Tax Legislation, consisting of a $265.0 million benefit primarily from the remeasurement of the Company’s net deferred tax liabilities to the lower United States corporate income tax rate, partially offset by a $38.5 million valuation allowance2023. Based on the Company’s foreign tax credits andcurrent analysis, it does not expect the new law to have a $173.7 million transition taxmaterial impact on undistributed post-1986 earnings and profits of foreign subsidiaries deemed to be repatriated.its consolidated financial statements.



The United States government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020, which included various income tax provisions aimed at providing economic relief. The Company finalized its accounting related to the impacts of the U.S. Tax Legislation on the one-time transition tax liability, deferred taxes, valuation allowances, state tax considerations, and any remaining outside basis differences in the Company’s foreign subsidiaries during 2018. The analysis resulted in the Company recording an additional net tax benefit of $24.7 million to adjust the provisional net tax benefit recorded in the fourth quarter of 2017 during the measurement period allowed by the Securities and Exchange Commission. The net tax benefit included the release ofhad a $26.3 million valuation allowance on the Company’s foreign tax credits, partially offset by a $1.6 million expense related to the remeasurement of the Company’s net deferred tax liabilities.

The GILTI provisions of the U.S. Tax Legislation impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations for tax years beginning after December 31, 2017. The guidance indicated that companies must make a policy election to either record deferred taxes for basis differences expected to reverseslight favorable cash flow impact as a result of the GILTI provisionsdeferral of income tax payments under the CARES Act in future years or treat any taxes on GILTI inclusions as period costs when incurred. The Company completed its analysis of the tax effects of the GILTI provisions in 2018 and elected to account for these tax effects as period costs when incurred.2020.

F-32



The components of deferred income tax assets and liabilities were as follows:

(In millions)20222021
Gross deferred tax assets
   Tax loss and credit carryforwards$143.6 $131.7 
   Operating lease liabilities378.9 401.5 
   Employee compensation and benefits59.9 111.8 
   Inventories44.6 42.6 
   Accounts receivable12.9 24.2 
   Accrued expenses15.4 18.2 
Property, plant and equipment242.3 208.4 
   Other, net17.2 — 
      Subtotal914.8 938.4 
   Valuation allowances(72.9)(69.3)
Total gross deferred tax assets, net of valuation allowances$841.9 $869.1 
Gross deferred tax liabilities
   Intangibles$(807.1)$(828.8)
   Operating lease right-of-use assets(340.0)(352.8)
   Derivative financial instruments(18.5)(11.1)
   Other, net— (4.2)
Total gross deferred tax liabilities$(1,165.6)$(1,196.9)
Net deferred tax liability$(323.7)$(327.8)
(In millions)2019 2018
Gross deferred tax assets   
   Tax loss and credit carryforwards$232.5
 $230.1
   Operating lease liabilities407.6
 
   Employee compensation and benefits110.9
 83.1
   Inventories39.7
 26.8
   Accounts receivable20.3
 17.1
   Accrued expenses26.5
 30.2
   Other, net
 13.8
      Subtotal837.5
 401.1
   Valuation allowances(69.8) (62.6)
Total gross deferred tax assets, net of valuation allowances$767.7
 $338.5
Gross deferred tax liabilities

 

   Intangibles$(860.6) $(825.3)
   Operating lease right-of-use assets(357.2) 
   Property, plant and equipment(46.2) (33.6)
   Derivative financial instruments(12.8) (4.3)
   Other, net(8.7) 
Total gross deferred tax liabilities$(1,285.5) $(863.2)
Net deferred tax liability$(517.8) $(524.7)


At the end of 2019,2022, the Company had on a tax-effected basis approximately $238.9$173.0 million of net operating loss and tax credit carryforwards available to offset future taxable income in various jurisdictions. This included net operating loss carryforwards of approximately $2.8 million and $47.1 million for federal and various state and local jurisdictions, respectively, and $15.5 million for various foreign jurisdictions. The Company also had federal and state tax credit and other carryforwards of $173.5 million. The carryforwards expire principally between 20202023 and 2039.2042.

Prior to the enactment of the U.S. Tax Legislation, the Company's undistributed foreign earnings were considered
permanently reinvested and, as such, United States federal and state income taxes were not previously recorded on these
earnings. As a result of the U.S. Tax Legislation, substantially all of theThe Company’s earnings in foreign subsidiaries generated prior to the enactment of the U.S. Tax Legislation were deemed to have been repatriated and, as a result, the Company recorded a one-time transition tax of $173.7 million in 2017. The Company's intent is to reinvest indefinitely substantially all of its historical foreign earnings outside of the United States. However, if the Company decides at a later date to repatriate these earnings to the United States, the Company may be required to accrue and pay additional taxes, including any applicable foreign withholding


tax and United States state income taxes. It is not practicable to estimate the amount of tax that might be payable if these earnings were repatriated due to the complexities associated with the hypothetical calculation.
    
Uncertain tax positions activity for each of the last three years was as follows:
(In millions)2019 2018 2017
Balance at beginning of year$248.3
 $297.1
 $245.6
Increases related to prior year tax positions7.7
 13.9
 15.4
Decreases related to prior year tax positions(15.8) (24.9) (10.3)
Increases related to current year tax positions18.2
 25.5
 79.7
Lapses in statute of limitations(36.0) (54.7) (46.3)
Effects of foreign currency translation(2.5) (8.6) 13.0
Balance at end of year$219.9
 $248.3
 $297.1

(In millions)202220212020
Balance at beginning of year$127.8 $210.7 $219.9 
Increases related to prior year tax positions12.4 2.6 5.4 
Decreases related to prior year tax positions(12.3)(0.2)(2.9)
Increases related to current year tax positions2.7 15.5 10.9 
Lapses in statute of limitations(12.0)(93.3)(30.7)
Effects of foreign currency translation(3.9)(7.5)8.1 
Balance at end of year$114.7 $127.8 $210.7 
    
The entire amount of uncertain tax positions as of February 2, 2020,January 29, 2023, if recognized, would reduce the future effective tax rate under current accounting guidance.

Interest and penalties related to uncertain tax positions are recorded in the Company’s income tax provision. Interest and penalties recognized in the Company’s Consolidated Income Statements of Operations for 2019, 20182022, 2021 and 20172020 totaled an expense of $0.9 million, a benefit of $15.0 million, an expense of $12.1$7.4 million and an expense of $0.9$2.3 million, respectively. Interest and penalties accrued in the Company’s Consolidated Balance Sheets as of February 2, 2020January 29, 2023 and February 3, 2019January 30, 2022 totaled $25.2$20.1 million and $44.1$19.9 million, respectively. The Company recorded its liabilities for uncertain tax positions principally in accrued expenses and other liabilities in its Consolidated Balance Sheets.

F-33



The Company files income tax returns in the United States and in various foreign, state and local jurisdictions. Most examinations have been completed by tax authorities or the statute of limitations has expired for United States federal, foreign, state and local income tax returns filed by the Company for years through 2006. It is reasonably possible that a reduction of uncertain tax positions in a range of $20.0 millionup to $40.0$45.0 million may occur within the next 12 months.
12 months of February 2, 2020.

11.10.      DERIVATIVE FINANCIAL INSTRUMENTS

Cash Flow Hedges

The Company has exposure to changes in foreign currency exchange rates related to anticipated cash flows associated with certain international inventory purchases. The Company uses foreign currency forward exchange contracts to hedge against a portion of this exposure.

The Company also has exposure to interest rate volatility related to its term loans under the2022 facilities borrowings, and previously had exposure to interest rate volatility related to its 2019 facilities.facilities borrowings, which bear interest at a rate equal to an applicable margin plus a variable rate. The Company hashad entered into interest rate swap agreements to hedge against a portion of this exposure.the exposure related to its term loans under its 2019 facilities. No interest rate swap agreements were outstanding as of January 29, 2023 and January 30, 2022. As of January 29, 2023, approximately 80% of the Company’s long-term debt was at a fixed interest rate, with the remaining (euro-denominated) balance at a variable rate. Please see Note 9,8, “Debt,” for further discussion of the 2022 and 2019 facilities and these agreements.

The Company records the foreign currency forward exchange contracts and interest rate swap agreements at fair value in its Consolidated Balance Sheets and does not net the related assets and liabilities. The foreign currency forward exchange contracts associated with certain international inventory purchases and theany interest rate swap agreements are designated as effective hedging instruments (collectively, “cash flow hedges”). TheAs such, the changes in the fair value of the cash flow hedges are recorded in equity as a component of AOCL. No amounts were excluded from effectiveness testing.

During 2021, the Company dedesignated certain cash flow hedges in connection with the repayment of the outstanding principal balance under its USD TLA facility, as the underlying interest payments were no longer probable to occur, which resulted in the release of a $1.5 million loss from AOCL into the Company’s Consolidated Statement of Operations. During 2020, the Company dedesignated certain cash flow hedges due to the impacts of the COVID-19 pandemic on its business, which resulted in the release of an immaterial gain from AOCL into the Company’s Consolidated Statement of Operations. The Company continues to believe as of January 29, 2023 that transactions relating to its designated cash flow hedges are probable to occur.

Net Investment Hedges

The Company has exposure to changes in foreign currency exchange rates related to the value of its investments in foreign subsidiaries denominated in a currency other than the United States dollar. To hedge against a portion of this exposure, the Company designated the carrying amounts of its (i) €600.0 million euro-denominated principal amount of 3 1/8% senior notes due 2027 and €350.0(ii) €525.0 million euro-denominated principal amount of 3 5/8% senior notes due 2024 (collectively, “foreign currency borrowings”), that it hadwere issued in the United States,by PVH Corp., a U.S.-based entity, as net investment hedges of its investments in certain of its


foreign subsidiaries that use the euro as their functional currency. Please see Note 9,8, “Debt,” for further discussion of the Company’s foreign currency borrowings.

The Company records the foreign currency borrowings at carrying value in its Consolidated Balance Sheets. The carrying value of the foreign currency borrowings is remeasured at the end of each reporting period to reflect changes in the foreign currency exchange spot rate. Since the foreign currency borrowings are designated as net investment hedges, such remeasurement is recorded in equity as a component of AOCL. The fair value and the carrying value of the foreign currency borrowings designated as net investment hedges were $1,178.6$1,192.0 million and $1,038.5$1,215.4 million, respectively, as of February 2, 2020January 29, 2023 and $1,098.3$1,361.7 million and $1,076.0$1,243.4 million, respectively, as of February 3, 2019.January 30, 2022. The Company evaluates the effectiveness of its net investment hedges at inception and at the beginning of each quarter thereafter. No amounts were excluded from effectiveness testing.

Undesignated Contracts

The Company records immediately in earnings changes in the fair value of hedges that are not designated as effective hedging instruments (“undesignated contracts”), including all of thewhich primarily include foreign currency forward exchange contracts related
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to third party and intercompany transactions, and intercompany loans that are not of a long-term investment nature. Any gains and losses that are immediately recognized in earnings on such contracts are largely offset by the remeasurement of the underlying intercompany balances.

In addition, the Company has exposure to changes in foreign currency exchange rates related to the translation of the earnings of its subsidiaries denominated in a currency other than the United States dollar. To hedge against a portion of this exposure, the Company entered into several foreign currency option contracts during 2017. These contracts represented the Company’s purchase of euro put/United States dollar call options and Chinese yuan renminbi put/United States dollar call options. All foreign currency option contracts expired in 2017.

The Company’s foreign currency option contracts were also undesignated contracts. As such, the changes in the fair value of these foreign currency option contracts were immediately recognized in earnings.

The Company does not use derivative or non-derivative financial instruments for trading or speculative purposes. The cash flows from the Company’s hedges are presented in the same category in the Company’s Consolidated Statements of Cash Flows as the items being hedged.

The following table summarizes the fair value and presentation of the Company’s derivative financial instruments in its Consolidated Balance Sheets:
AssetsLiabilities
 2022202120222021
(In millions)Other Current AssetsOther AssetsOther Current AssetsOther AssetsAccrued ExpensesOther LiabilitiesAccrued ExpensesOther Liabilities
Contracts designated as cash flow hedges:
Foreign currency forward exchange contracts (inventory purchases)$15.7 $0.1 $48.0 $2.7 $20.7 $2.2 $0.6 $— 
Undesignated contracts:
Foreign currency forward exchange contracts— — 5.6 — 12.5 — 1.1 — 
Total$15.7 $0.1 $53.6 $2.7 $33.2 $2.2 $1.7 $— 
 (In millions)Assets Liabilities
 2019 2018 2019 2018
 Other Current Assets Other Assets Other Current Assets Other Assets Accrued Expenses Other Liabilities Accrued Expenses Other Liabilities
Contracts designated as cash flow hedges:               
Foreign currency forward exchange contracts (inventory purchases)$21.4
 $0.4
 $24.0
 $0.7
 $1.2
 $0.1
 $3.5
 $0.7
Interest rate swap agreements0.1
 
 1.4
 
 5.5
 0.4
 1.2
 1.6
Total contracts designated as cash flow hedges21.5
 0.4
 25.4
 0.7
 6.7
 0.5
 4.7
 2.3
Undesignated contracts:               
Foreign currency forward exchange contracts1.5
 
 0.1
 
 0.9
 
 2.0
 
Total$23.0
 $0.4
 $25.5
 $0.7
 $7.6
 $0.5
 $6.7
 $2.3

The notional amount outstanding of foreign currency forward exchange contracts was $1,308.1$1,492.6 million at February 2, 2020.January 29, 2023. Such contracts expire principally between February 20202023 and June 2021.July 2024.



The following tables summarize the effect of the Company’s hedges designated as cash flow and net investment hedging instruments:
(Loss) Gain
Recognized in Other
Comprehensive (Loss) Income
(In millions)202220212020
Foreign currency forward exchange contracts (inventory purchases)$(48.3)$109.2 $(57.3)
Interest rate swap agreements— 0.2 (9.9)
Foreign currency borrowings (net investment hedges)30.4 111.3 (125.0)
Total$(17.9)$220.7 $(192.2)
  
Gain (Loss)
Recognized in Other
Comprehensive (Loss) Income
  
  
  
(In millions) 
  2019 2018 2017
Foreign currency forward exchange contracts (inventory purchases) $22.4
 $97.1
 $(122.0)
Interest rate swap agreements (5.8) (2.6) 3.2
Foreign currency borrowings (net investment hedges) 39.3
 95.6
 (99.5)
Total $55.9
 $190.1
 $(218.3)


  Amount of Gain (Loss) Reclassified from AOCL into Income (Expense), Consolidated Income Statement Location, and Total Amount of Consolidated Income Statement Line Item
(In millions) Amount Reclassified Location Total Income Statement Amount
  2019 2018 2017   2019 2018 2017
Foreign currency forward exchange contracts (inventory purchases) $23.1
 $(11.6) $(13.6) Cost of goods sold $4,520.6
 $4,348.5
 $4,020.4
Interest rate swap agreements (1.4) 1.1
 (6.2) Interest expense 120.0
 120.8
 128.5
Total $21.7
 $(10.5) $(19.8)        
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Amount of Gain (Loss) Reclassified from AOCL into Income (Expense), Consolidated Statements of Operations Location, and Total Amount of Consolidated Statements of Operations Line Item
Amount ReclassifiedLocationTotal Statements of Operations Amount
(In millions)202220212020202220212020
Foreign currency forward exchange contracts (inventory purchases)$27.6 $(1.8)$12.5 Cost of goods sold$3,901.3 $3,830.6 $3,355.8 
Interest rate swap agreements (1.5) 
SG&A expenses (1)
4,377.4 4,453.9 3,983.2 
Interest rate swap agreements (3.0)(11.0)Interest expense89.6 108.6 125.5 
Total$27.6 $(6.3)$1.5 

(1) The Company dedesignated certain cash flow hedges related to its interest rate swap agreements during 2021 as discussed in the section entitled “Cash Flow Hedges” above.

A net gain in AOCL on foreign currency forward exchange contracts at February 2, 2020January 29, 2023 of $29.5$16.6 million is estimated to be reclassified in the next 12 months in the Company’s Consolidated Income Statement of Operations to costscost of goods sold as the underlying inventory hedged by such forward exchange contracts is sold. In addition, a net loss in AOCL for interest rate swap agreements at February 2, 2020 of $5.4 million is estimated to be reclassified to interest expense within the next 12 months. Amounts recognized in AOCL for foreign currency borrowings would be recognized in earnings only upon the sale or substantially complete liquidation of the hedged net investment. No amounts remained in AOCL related to interest rate swap agreements as of January 29, 2023.

The following table summarizes the effect of the Company’s undesignated contracts recognized in SG&A expenses in its Consolidated Income Statements:Statements of Operations:
Gain (Loss) Recognized in SG&A Expenses
(In millions)202220212020
Foreign currency forward exchange contracts$11.4 $14.7 $(11.8)
  Gain (Loss) Recognized in Income (Expense)
(In millions) 2019 2018 2017
Foreign currency forward exchange contracts $3.4
 $(1.5) $(4.6)
Foreign currency option contracts 
 
 (4.3)

The Company dedesignated certain cash flow hedges related to its interest rate swap agreements during 2021 as discussed in the section entitled “Cash Flow Hedges” above. Following the dedesignation, the effect of these interest rate swap agreements recognized in SG&A expenses in the Company’s Consolidated Statement of Operations was immaterial in 2021.

The Company had no derivative financial instruments with credit risk-related contingent features underlying the related contracts as of February 2, 2020.January 29, 2023.


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12.11.    FAIR VALUE MEASUREMENTS

In accordance with accounting principles generally accepted in the United States, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy prioritizes the inputs used to measure fair value as follows:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 – Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.

Level 3 – Unobservable inputs reflecting the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available.

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In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities that are required to be remeasured at fair value on a recurring basis:

20222021
(In millions)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Foreign currency forward exchange contracts  N/A$15.8 N/A$15.8 N/A$56.3 N/A$56.3 
Rabbi trust assets1.5 5.7 N/A7.2 — 0.3 N/A0.3 
Total Assets$1.5 $21.5 N/A$23.0 N/A$56.6 N/A$56.6 
Liabilities:
Foreign currency forward exchange contracts  N/A$35.4 N/A$35.4 N/A$1.7 N/A$1.7 
Total LiabilitiesN/A$35.4 N/A$35.4 N/A$1.7 N/A$1.7 
(In millions)2019 2018
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:               
Foreign currency forward exchange contracts  N/A $23.3
 N/A $23.3
 N/A $24.8
 N/A $24.8
Interest rate swap agreementsN/A 0.1
 N/A 0.1
 N/A 1.4
 N/A 1.4
Total AssetsN/A $23.4
 N/A $23.4
 N/A $26.2
 N/A $26.2
                
Liabilities:               
Foreign currency forward exchange contracts  N/A $2.2
 N/A $2.2
 N/A $6.2
 N/A $6.2
Interest rate swap agreementsN/A 5.9
 N/A 5.9
 N/A 2.8
 N/A 2.8
Total LiabilitiesN/A $8.1
 N/A $8.1
 N/A $9.0
 N/A $9.0


The fair value of the foreign currency forward exchange contracts is measured as the total amount of currency to be purchased, multiplied by the difference between (i) the forward rate as of the period end and (ii) the settlement rate specified in each contract. The fair value of the interest rate swap agreementsLevel 1 rabbi trust assets, which consist of investments in mutual funds, is basedvalued at the net asset value of the funds, as determined by the closing price in the active market in which the individual fund is traded. The fair value of the Level 2 rabbi trust assets, which consist of investments in common collective trust funds, is valued at the net asset value of the funds, as determined by the fund family. Funds are redeemable on observable interest rate yield curvesa daily basis without restriction.

The Company established a rabbi trust that, beginning January 1, 2022, holds investments related to the Company’s supplemental savings plan. The rabbi trust assets, which generally mirror the investment elections made by eligible plan participants, were $7.2 million and represents$0.3 million as of January 29, 2023 and January 30, 2022, respectively, and recorded in the expected discounted cash flows underlyingCompany’s Consolidated Balance Sheets as follows: $0.7 million and $6.5 million were included in other current assets and other assets, respectively, as of January 29, 2023, and $0.3 million was included in other assets as of January 30, 2022. The corresponding deferred compensation liability was included in accrued expenses and other liabilities in the financial instruments.    Company’s Consolidated Balance Sheets as of January 29, 2023 and January 30, 2022. Unrealized losses recognized on the rabbi trust investments were immaterial during 2022 and 2021.

There were no transfers between any levels of the fair value hierarchy for any of the Company’s fair value measurements.




The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets, property, plant and equipment, and operating lease right-of-use assets, are not required to be measured at fair value on a recurring basis, and instead are reported at their carrying amount. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying amount may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial assets are assessed for impairment. If the fair value is determined to be lower than the carrying amount, an impairment charge is recorded to write down the asset to its fair value.

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The following table showstables show the fair values of the Company’s non-financial assets and liabilities that were required to be remeasured at fair value on a non-recurring basis (consisting of operating lease right-of-use assets, property, plantduring 2022, 2021 and equipment, and other intangible assets) during 2019, 2018 and 2017,2020, and the total impairments recorded as a result of the remeasurement process:
(In millions)(In millions)Fair Value Measurement UsingFair Value
As Of
Impairment Date
Total
 Impairments
20222022Level 1Level 2Level 3
Operating lease right-of-use assetsOperating lease right-of-use assetsN/AN/A$3.0 $3.0 $27.4 
Property, plant and equipment, netProperty, plant and equipment, netN/AN/A0.3 0.3 24.3 
GoodwillGoodwillN/AN/A41.0 41.0 417.1 
(In millions) Fair Value Measurement Using Fair Value
As Of
Impairment Date
 
Total
 Impairments
2019 Level 1 Level 2 Level 3 
20212021
Operating lease right-of-use assets N/A N/A $14.5
 $14.5
 $83.0
Operating lease right-of-use assetsN/AN/A14.3 14.3 21.2 
Property, plant and equipment, net N/A N/A 
 
 26.9
Property, plant and equipment, netN/AN/A0.6 0.6 25.8 
20202020
Operating lease right-of-use assetsOperating lease right-of-use assetsN/AN/A110.5 110.5 28.2 
Property, plant and equipment, netProperty, plant and equipment, netN/AN/A2.7 2.7 53.7 
GoodwillGoodwillN/AN/A652.6 652.6 879.0 
TradenamesTradenamesN/AN/A48.7 48.7 47.2 
Other intangible assets, net N/A N/A 87.4
 87.4
 116.4
Other intangible assets, netN/AN/A— — 7.3 
      
2018      
Property, plant and equipment, net N/A N/A 0.6
 0.6
 17.9
      
2017      
Property, plant and equipment, net N/A N/A 0.6
 0.6
 7.5
Investments in unconsolidated affiliatesInvestments in unconsolidated affiliatesN/AN/A— — 12.3 

Operating lease right-of-use assets with a carrying amount of $97.5$30.4 million and property, plant and equipment with a carrying amount of $24.6 million were written down to their fair values of $3.0 million and $0.3 million, respectively, during 2022, primarily in connection with the Company’s decision in the second quarter of 2022 to exit from its Russia business, and the financial performance in certain of the Company’s retail stores.Please see Note 17, “Exit Activity Costs,” for further discussion of the Russia business exit costs. Fair value of the Company’s operating lease right-of-use assets and property, plant and equipment related to its Russia business were determined to be zero in line with the Company’s estimated future cash flows for the Russia business asset group. Fair value of the Company’s other operating lease right-of-use assets was determined based on the discounted cash flows of the estimated market rents. Fair value of the Company’s other property, plant and equipment was determined based on the estimated discounted future cash flows associated with the assets using sales trends and market participant assumptions.

Goodwill with a carrying amount of $458.1 million was written down to a fair value of $14.5$41.0 million during 20192022. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.

The $468.8 million of impairment charges during 2022 were recorded in the Company’s Consolidated Statement of Operations, of which $417.1 was included in goodwill and other intangible asset impairments and $51.7 million was included in SG&A expenses. The $468.8 million of impairment charges were recorded to the Company’s segments as follows: $177.8 million in the Tommy Hilfiger North America segment, $163.8 million in the Calvin Klein North America segment, $89.5 million in the Calvin Klein International segment, $35.7 million in the Tommy Hilfiger International segment and $2.0 million in corporate expenses not allocated to any reportable segments.

Operating lease right-of-use assets with a carrying amount of $35.5 million and property, plant and equipment with a carrying amount of $26.4 million were written down to their fair values of $14.3 million and $0.6 million, respectively, during 2021, primarilyas a result of actions taken by the closure duringCompany to reduce its real estate footprint, including reductions in office space, and the first quarter of 2019financial performance in certain of the Company’s TOMMY HILFIGER flagship and anchor stores in the United States (the “TH U.S. store closures”) and the closure during the first quarter of 2019 of the Company’s CALVIN KLEIN flagship store on Madison Avenue in New York, New York in connection with the Calvin Klein restructuring (as defined in Note 18, “Exit Activity Costs”).retail stores. Please see Note 1817, “Exit Activity Costs,” for further discussion of the Calvin Klein restructuring costs. The fair2021 reductions in workforce and real estate footprint activities. Fair value of the Company’s operating lease right-of-use assets was determined based on the discounted cash flows of estimated sublease income using market participant assumptions.

Property, plant and equipment with a carrying amount of $26.9 million was written down to a fair value of 0 during 2019 primarily in connection withassumptions, which considered the TH U.S. store closures, the closureshort length of the Company’s CALVIN KLEIN 205 W39 NYC brand (formerly Calvin Klein Collection), and the financial performance inremaining lease term for certain of the Company’s retail storesthese assets, and shop-in-shops, including certain CALVIN KLEIN stores affected by the realignment of the Calvin Klein creative direction globally. Please see Note 18, “Exit Activity Costs,” for further discussion of the Calvin Klein restructuring costs. The faircurrent real estate trends and market conditions. Fair value of the Company’s property, plant and equipment was determined based on the estimated discounted future cash flows associated with the assets using sales trends and market participant assumptions.

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The $47.0 million of impairment charges during 2021 were included in SG&A expenses in the Company’s perpetual license right forConsolidated Statement of Operations and recorded to the Company’s segments as follows: $7.2 million in the Tommy Hilfiger International segment, $2.8 million in the Calvin Klein International segment, $1.5 million in the Heritage Brands Wholesale segment, $1.4 million in the Tommy Hilfiger North America segment, $0.4 million in the Calvin Klein North America segment and $33.7 million in corporate expenses not allocated to any reportable segments.

Speedo trademark
Property, plant and equipment with a carrying amount of $203.8$17.1 million was written down to a fair value of $87.4$1.1 million induring the fourthfirst quarter of 2019 in connection with the Speedo transaction. Please see Note 4, “Assets Held For Sale,” for further discussion.

The $226.3 million of impairment charges in 2019 was recorded in the Company’s Consolidated Income Statement, of which $109.9 million was included in SG&A expenses and $116.4 million was included in other noncash loss, net. The $226.3 million of impairment charges was recorded2020, primarily due to the Company’s segments as follows: $118.6 million inadverse impacts of the Heritage Brands Wholesale segment, $50.0 million in the Tommy Hilfiger North America segment, $37.4 million in the Calvin Klein North America segment, $13.1 million in the Calvin Klein International segment, $4.0 million in the Tommy Hilfiger International segment, $0.1 million in the Heritage Brands Retail segment and $3.1 million was recorded in corporate expenses not allocated to any reportable segments.

Property, plant and equipment with a carrying amount of $18.5 million was written down to a fair value of $0.6 million during 2018 in connection with the financial performance in certain ofCOVID-19 pandemic on the Company’s retail stores with lease terms that were due to expire by the end of fiscal 2021 with no intention of renewal, including temporary store closures and shop-in-shops,reduced traffic, occupancy and the closure of the CALVIN KLEIN 205 W39 NYC brand. Please see Note 18, “Exit Activity Costs,” for further discussion.consumer spending trends. Fair value of the Company’s retail storesproperty, plant and shop-in-shopsequipment was determined based on the estimated discounted future cash flows associated with the assets using sales trends and market participant assumptions. The $17.9

Operating lease right-of-use assets with a carrying amount of $138.7 million impairment charge was included in SG&A expenses, of which $8.5 million was recorded in the Calvin Klein International segment, $5.1 million was recorded in the Calvin Klein North America segment, $2.5 million was recorded in the Heritage Brands Wholesale segment,


$1.6 million was recorded in the Tommy Hilfiger International segment and $0.2 million was recorded in the Tommy Hilfiger North America segment.

Property,property, plant and equipment with a carrying amount of $8.1$32.1 million waswere written down to atheir fair valuevalues of $0.6$110.5 million and $1.6 million, respectively, during 2017 in connection withthe fourth quarter of 2020. These impairments were primarily due to the adverse impacts of the pandemic on the financial performance inof certain of the Company’s retail stores.stores and the shift in consumer buying trends from brick and mortar retail stores to digital channels. Fair value of the Company’s operating lease right-of-use assets was determined based on the discounted cash flows of the estimated market rents. Fair value of the Company’s property, plant and equipment was determined based on the estimated discounted future cash flows associated with the assets using sales trends and market participant assumptions.

Property, plant and equipment with a carrying amount of $7.2 million was written down to a fair value of zero during 2020 in connection with the exit from the Heritage Brands Retail business. Please see Note 17, “Exit Activity Costs,” for further discussion of the Heritage Brands Retail exit costs. Fair value of the Company’s Heritage Brands Retail business property, plant and equipment was determined based on the estimated discounted future cash flows associated with the assets using sales trends and market participant assumptions.

Goodwill with a carrying amount of $1,531.6 million was written down to a fair value of $652.6 million during 2020. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.

Tradenames with a carrying amount of $95.9 million were written down to a fair value of $48.7 million during 2020. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.

Other intangible assets with a carrying amount of $7.3 million were written down to a fair value of zero during 2020. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.

The $7.5Company’s then-owned equity method investment in Karl Lagerfeld with a carrying amount of $12.3 million was written down to a fair value of zero during 2020. Please see Note 5, “Investments in Unconsolidated Affiliates,” for further discussion.

The $1,027.7 million of impairment chargecharges during 2020 were recorded in the Company’s Consolidated Statement of Operations, of which $933.5 million was included in goodwill and other intangible asset impairments, $81.9 million was included in SG&A expenses, of which $3.4and $12.3 million was included in equity in net income (loss) of unconsolidated affiliates. The $1,027.7 million of impairment charges were recorded to the Company’s segments as follows: $414.7 million in the Calvin Klein International segment, $1.9$304.1 million was recorded in the Tommy Hilfiger International segment, $1.8 million was recorded in the Calvin Klein North America segment, and $0.4$249.6 million was recordedin the Heritage Brands Wholesale segment, $30.0 million in the Tommy Hilfiger International segment, $11.0 million in the Heritage Brands Retail segment, $6.0 million in the Tommy Hilfiger North America segment.segment and $12.3 million was recorded in corporate expenses not allocated to any reportable segments.    

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The carrying amounts and the fair values of the Company’s cash and cash equivalents, short-term borrowings and long-term debt were as follows:
20222021
(In millions)Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Cash and cash equivalents$550.7 $550.7 $1,242.5 $1,242.5 
Short-term borrowings46.2 46.2 10.8 10.8 
Long-term debt (including portion classified as current)2,288.9 2,262.3 2,352.4 2,522.4 
 (In millions)2019 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Cash and cash equivalents$503.4
 $503.4
 $452.0
 $452.0
Short-term borrowings49.6
 49.6
 12.8
 12.8
Long-term debt (including portion classified as current)2,707.7
 2,869.7
 2,819.4
 2,853.7


The fair values of cash and cash equivalents and short-term borrowings approximate their carrying amounts due to the short-term nature of these instruments. The Company estimates the fair value of its long-term debt using quoted market prices as of the last business day of the applicable year. The Company classifies the measurement of its long-term debt as a Level 1 measurement. The carrying amounts of long-term debt reflect the unamortized portions of debt issuance costs and the original issue discounts.

13.12.      RETIREMENT AND BENEFIT PLANS

The Company, as of February 2, 2020,January 29, 2023, has 5two noncontributory qualified defined benefit pension plans covering substantially all employees resident in the United States hired prior to January 1, 2022, who meet certain age and service requirements. The plans provide monthly benefits upon retirement generally based on career average compensation and years of credited service. The plans also provide participants with the option to receive their benefits in the form of lump sum payments. Vesting in plan benefits generally occurs after five years of service. The Company refers to these 5two plans as its “Pension Plans.”

The Company also has 3three noncontributory unfunded non-qualified supplemental defined benefit pension plans, including:

A plan for certain current and former members of Tommy Hilfiger’s domestic senior management. The plan is frozen and, as a result, participants do not accrue additional benefits.
A plan for certain former members of Tommy Hilfiger’s domestic senior management. The plan is frozen and, as a result, participants do not accrue additional benefits.
A capital accumulation program for certain current and former senior executives. Under the individual participants’ agreements, the participants in the program will receive a predetermined amount during the ten years following the attainment of age 65.
A plan for certain employees resident in the United States hired prior to January 1, 2022, who meet certain age and service requirements that provides benefits for compensation in excess of Internal Revenue Service earnings limits and requires payments to vested employees upon, or shortly after, employment termination or retirement.

ten years following the attainment of age 65, provided that prior to the termination of employment with the Company, the participant has been in the plan for at least ten years and has attained age 55.
A plan for certain employees resident in the United States who meet certain age and service requirements that provides benefits for compensation in excess of Internal Revenue Service earnings limits and requires payments to vested employees upon, or shortly after, employment termination or retirement.

The Company refers to these 3three plans as its “SERP Plans.”

The Company also provides certain postretirement health care and life insurance benefits to certain retirees resident in the United States. As a result of the Company’s acquisition of The Warnaco Group, Inc. (“Warnaco”), the Company also provides certain postretirement health care and life insurance benefits to certain Warnaco retirees resident in the United States.States under two plans. Retirees contribute to the cost of the applicable plan, both of which are unfunded and frozen. The Company refers to these 2 plans as its “Postretirement Plans.”
    

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Reconciliations of the changes in the projected benefit obligation (Pension Plans and SERP Plans) and the accumulated benefit obligation (Postretirement Plans) were as follows:

 Pension PlansSERP PlansPostretirement Plans
(In millions)202220212022202120222021
Balance at beginning of year$785.2 $840.5 $93.3 $121.7 $5.6 $6.3 
Service cost, net of plan expenses29.3 38.1 2.5 4.7 — — 
Interest cost25.3 24.8 2.8 3.3 0.1 0.1 
Benefit payments(72.4)(48.7)(35.6)(24.5)— — 
Benefit payments, net of retiree contributions— — — — (0.6)(0.7)
Special termination benefits— 0.5 — 1.8 — — 
Heritage Brands transaction gain— (1.5)— (0.3)— — 
Actuarial gain(194.2)(68.5)(6.7)(13.4)(1.1)(0.1)
Balance at end of year$573.2 $785.2 $56.3 $93.3 $4.0 $5.6 
 Pension Plans SERP Plans Postretirement Plans
(In millions)2019 2018 2019 2018 2019 2018
Balance at beginning of year$651.0
 $648.0
 $99.2
 $96.9
 $8.4
 $10.5
Service cost, net of plan expenses31.2
 31.4
 5.8
 5.8
 
 
Interest cost27.9
 26.0
 4.3
 3.9
 0.3
 0.4
Benefit payments(29.2) (26.0) (7.9) (6.1) 
 
Benefit payments, net of retiree contributions
 
 
 
 (1.0) (1.4)
Actuarial loss (gain)149.2
 (28.4) 23.1
 (1.3) 0.5
 (1.1)
Balance at end of year$830.1
 $651.0
 $124.5
 $99.2
 $8.2
 $8.4

Service cost on the Pension Plans decreased in 2022 compared to 2021 primarily due to revised plan assumptions, mostly related to termination rates, based upon recent trends and management’s future expectations.

The increase in benefit payments in 2022 for both the Pension Plans and the SERP Plans was due to lump sum payments of accrued benefits to certain vested senior executives who retired or terminated their employment in 2021 and early 2022.

The actuarial lossesgains included in 2019the projected benefit obligation (Pension Plans and SERP Plans) in 2022 were due principally to decreasesan increase in the discount rates.rate. The actuarial gains included in 2018the projected benefit obligation (Pension Plans and SERP Plans) in 2021 were due principally to increasesan increase in the discount rates.rate and an update to plan assumptions, mostly related to termination rates, based on recent trends and management’s future expectations.

The Company completed the Heritage Brands transaction on the first day of the third quarter of 2021. In connection with the sale, the employment of certain employees based in the United States engaged in the Heritage Brands business was terminated during the third quarter of 2021. However, the Company retained the liability for any deferred vested benefits earned by these employees under its retirement plans. No further benefits were to be accrued under the plans for these employees and as a result, the Company recognized a gain of $1.8 million during the third quarter of 2021, with a corresponding decrease to its pension benefit obligation. For certain eligible employees affected by the transaction, the Company provided an enhanced retirement benefit and as a result recognized $1.4 million of special termination benefit costs during the third quarter of 2021 with a corresponding increase to its pension benefit obligation. These amounts were included in other (gain) loss, net in the Company’s Consolidated Statement of Operations. Please see Note 3, “Acquisitions and Divestitures,” for further discussion of the Heritage Brands transaction.

The Company provided enhanced retirement benefits to terminated employees in 2021 and as a result recognized $0.9 million of special termination benefit costs with a corresponding increase to its pension benefit obligation.

Reconciliations of the fair value of the assets held by the Pension Plans and the funded status were as follows:
(In millions)20222021
Fair value of plan assets at beginning of year$726.3 $765.8 
Actual return, net of plan expenses(83.9)9.2 
Benefit payments(72.4)(48.7)
Company contributions0.2 — 
Fair value of plan assets at end of year$570.2 $726.3 
Funded status at end of year$(3.0)$(58.9)
(In millions)2019 2018
Fair value of plan assets at beginning of year$636.8
 $660.6
Actual return, net of plan expenses112.9
 (7.8)
Benefit payments(29.2) (26.0)
Company contributions0.7
 10.0
Fair value of plan assets at end of year$721.2
 $636.8
Funded status at end of year$(108.9) $(14.2)

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Amounts recognized in the Company’s Consolidated Balance Sheets were as follows:
 Pension PlansSERP PlansPostretirement Plans
(In millions)202220212022202120222021
Current liabilities$— $— $(7.3)$(35.6)$(0.6)$(0.7)
Non-current liabilities(3.0)(58.9)(49.0)(57.7)(3.4)(4.9)
Net amount recognized$(3.0)$(58.9)$(56.3)$(93.3)$(4.0)$(5.6)
 Pension Plans SERP Plans Postretirement Plans
(In millions)2019 2018 2019 2018 2019 2018
Non-current assets$1.7
 $1.8
 $
 $
 $
 $
Current liabilities
 
 (9.3) (7.4) (1.1) (1.1)
Non-current liabilities(110.6) (16.0) (115.2) (91.8) (7.1) (7.3)
Net amount recognized$(108.9) $(14.2) $(124.5) $(99.2) $(8.2) $(8.4)


In 2021, SERP Plans current liabilities include the expected benefit payments to certain vested senior executives who retired or terminated their employment in 2021 or who in 2021 announced their retirement or termination of their employment in 2022.



The components of net benefit cost recognized were as follows:
 Pension PlansSERP PlansPostretirement Plans
(In millions)202220212020202220212020202220212020
Service cost$31.3 $40.1 $45.0 $2.5 $4.7 $5.7 $— $— $— 
Interest cost25.3 24.8 25.5 2.8 3.3 3.5 0.1 0.1 0.2 
Actuarial gain(70.6)(35.2)(60.0)(6.7)(13.4)(3.7)(1.1)(0.1)(0.8)
Expected return on plan assets(41.7)(44.5)(43.6)— — — — — — 
Special termination benefits— 0.5 1.1 — 1.8 1.9 — — — 
Heritage Brands transaction gain— (1.5)— — (0.3)— — — — 
Speedo deconsolidation gain— — (2.2)— — (0.6)— — — 
Total$(55.7)$(15.8)$(34.2)$(1.4)$(3.9)$6.8 $(1.0)$— $(0.6)
  Pension Plans SERP Plans Postretirement Plans
(In millions) 2019 2018 2017 2019 2018 2017 2019 2018 2017
Service cost $33.5
 $33.7
 $27.3
 $5.8
 $5.8
 $4.5
 $
 $
 $
Interest cost 27.9
 26.0
 25.7
 4.3
 3.9
 3.8
 0.3
 0.4
 0.4
Actuarial loss (gain) 74.2
 17.4
 (3.9) 23.1
 (1.3) 6.1
 0.5
 (1.1) 0.3
Expected return on plan assets (40.3) (40.3) (38.6) 
 
 
 
 
 
Amortization of prior service cost 
 0.1
 0.1
 
 
 
 
 
 
Curtailment gain 
 
 (0.3) 
 
 
 
 
 
Settlement loss 
 
 9.4
 
 
 
 
 
 
Total $95.3
 $36.9
 $19.7
 $33.2
 $8.4
 $14.4
 $0.8
 $(0.7) $0.7

The service cost component ofactuarial gains in net benefit cost is recorded in SG&A expenses and the other components of net benefit cost are recorded in non-service related pension and postretirement cost in the Company’s Consolidated Income Statements.

The actuarial losses in 20192022 were due principally to decreasesan increase in the discount rates. For the Pension Plans, these losses wererate partially offset by an actuarial gain as a result of the difference between the actual and expected returns on plan assets.
In 2017, the Company completed the purchase of a group annuity using assets fromfor the Pension Plans. UnderThe actuarial gains in net benefit cost in 2021 were due principally to (i) an increase in the group annuity,discount rate and (ii) updated plan assumptions, mostly related to termination rates, based on recent trends and management’s future expectations, partially offset by (iii) the accrueddifference between the actual and expected returns on plan assets for the Pension Plans. The actuarial gains included in net benefit cost in 2020 were due principally to the (i) difference between the actual and expected returns on plan assets for the Pension Plans, (ii) the reduction in plan participants due to the North America workforce reduction, and (iii) updated mortality assumptions, which more than offset the impact of a decline in the discount rate.

The Company announced in July 2020 plans to streamline its North American operations to better align its business with the evolving retail landscape. The Company’s actions included a reduction in its North America office workforce by approximately 450 positions, or 12%, across all three brand businesses and corporate functions. For certain eligible employees affected by the workforce reduction, the Company provided an enhanced retirement benefit and as a result recognized $3.0 million of special termination benefit costs during 2020, with a corresponding increase to its pension obligationsbenefit obligation. Please see Note 17, “Exit Activity Costs,” for approximately 4,000 retiree participantsfurther discussion of these actions.

Upon the closing of the Speedo transaction, employees based in the United States who hadwere engaged primarily in the Speedo North America business terminated their employment with the Company. However, the Company retained the liability for any deferred vested benefits earned by these employees under its retirement plans. No further benefits were to be accrued under the Pension Plans were transferred to an insurer. Asplans and as a result, the Company recognized a gain of $2.8 million in the first quarter of 2020 with a corresponding decrease to its pension benefit obligation. The gain was included in other (gain) loss, net in the Company’s Consolidated Statement of $9.4 million, which wasOperations. Please see Note 3, “Acquisitions and Divestitures,” for further discussion of the sale of the Speedo North America business.

The components of net benefit cost are recorded in the Company’s Consolidated Statements of Operations as follows: (i) the service cost component is recorded in SG&A expenses, (ii) the Heritage Brands transaction gain and the related special termination benefit costs, as well as the Speedo deconsolidation gain components, are recorded in other (gain) loss, net and (iii) the other components are recorded in non-service related pension and postretirement cost in the Company’s Consolidated Income Statement for 2017. The amount of the pension benefit obligation settled was $65.3 million.income.
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Amortization of prior service cost recognized in other comprehensive (loss) income for Pension Plans SERP Plans, and Postretirement Plans was immaterial during 2019, 20182022, 2021 and 2017.2020.

Pre-tax amounts in AOCL that had not yet been recognized as components of net benefit cost in the Pension Plans SERP Plans and Postretirement Plans were immaterial as of February 2, 2020January 29, 2023 and February 3, 2019.

January 30, 2022.
Pre-tax amounts in AOCL as of
February 2, 2020 expected to be recognized as components of net benefit cost in 2020 in the Pension Plans, SERP Plans and Postretirement Plans were immaterial.

The accumulated benefit obligationobligations (Pension Plans and SERP Plans) were as follows:
Pension PlansSERP Plans
(In millions)2022202120222021
Accumulated benefit obligation$547.0 $746.4 $52.7 $85.3 
 Pension Plans SERP Plans
(In millions)2019 2018 2019 2018
Accumulated benefit obligation$751.3
 $598.9
 $99.9
 $81.5




In 2019, threeAs of January 29, 2023, both of the Company’s Pension Plans had projected benefit obligations in excess of plan assets and one of the Company’s Pension Plans had accumulated benefit obligations in excess of plan assets. As of January 30, 2022, both of the Company’s Pension Plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets. In 2018, three of the Company’s Pension Plans had projected benefit obligations in excess of plan assets and two of the Company’s Pension Plans had accumulated benefit obligations in excess of plan assets. The balances were as follows:
(In millions, except plan count)20222021
Number of plans with projected benefit obligations in excess of plan assets
Aggregate projected benefit obligation$573.2 $785.2 
Aggregate fair value of related plan assets$570.2 $726.3 
Number of plans with accumulated benefit obligations in excess of plan assets
Aggregate accumulated benefit obligation$2.6 $746.4 
Aggregate fair value of related plan assets$2.5 $726.3 
(In millions, except plan count)2019 2018
Number of plans with projected benefit obligations in excess of plan assets3
 3
Aggregate projected benefit obligation$811.9
 $634.7
Aggregate fair value of related plan assets$701.3
 $618.8
    
Number of plans with accumulated benefit obligations in excess of plan assets3
 2
Aggregate accumulated benefit obligation$733.3
 $38.5
Aggregate fair value of related plan assets$701.3
 $38.0


In 2019As of January 29, 2023 and 2018,January 30, 2022, all of the Company’s SERP Plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets as the plans are unfunded.

Significant weighted average rate assumptions used in determining the projected and accumulated benefit obligations at the end of each year and benefit cost in the following year were as follows:
 202220212020
Discount rate (applies to Pension Plans and SERP Plans)5.19 %3.31 %3.04 %
Discount rate (applies to Postretirement Plans)
4.98 %2.89 %2.29 %
Rate of increase in compensation levels (applies to Pension Plans)4.00 %4.00 %4.25 %
Expected long-term rate of return on assets (applies to Pension Plans)6.25 %6.00 %6.00 %
 2019 2018 2017
Discount rate (applies to Pension Plans and SERP Plans)3.15% 4.35% 4.08%
Discount rate (applies to Postretirement Plans)

2.70% 4.16% 3.91%
Rate of increase in compensation levels (applies to Pension Plans)4.23% 4.24% 4.24%
Expected long-term rate of return on assets (applies to Pension Plans)6.25% 6.50% 6.25%

To develop the expected long-term rate of return on assets assumption, the Company considered the historical level of the risk premium associated with the asset classes in which the portfolio is invested and the expectations for future returns of each asset class. The expected return for each asset class was then weighted based on the target asset allocation.

The assets of the Pension Plans are invested with the objective of being able to meet current and future benefit payment needs, while managing future contributions. The investment policy aims to earn a reasonable rate of return while minimizing the risk of large losses. Assets are diversified by asset class in order to reduce volatility of overall results from year to year and to take advantage of various investment opportunities. The assets of the Pension Plans are diversified among United States equities, international equities, fixed income investments and cash. The strategic target allocation for the majority of the Pension Plans as of February 2, 2020January 29, 2023 was approximately 40% United States equities, 20% international equities and 40% fixed income investments and cash. Equity securities primarily include investments in large-, mid- and small-cap companies located in the United States and abroad. Fixed income securities include corporate bonds of companies from diversified industries, municipal bonds, collective funds and United States Treasury bonds. Actual investment allocations may vary from the Company’s target investment allocations due to prevailing market conditions.

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In accordance with the fair value hierarchy described in Note 12,11, “Fair Value Measurements,” the following tables show the fair value of the total assets of the Pension Plans for each major category as of January 29, 2023 and January 30, 2022:
(In millions)
Fair Value Measurements as of
January 29, 2023(1)
Asset CategoryTotalQuoted Prices
In Active
Markets for
Identical Assets
(Level 1)
Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3)
Equity securities:    
United States equities(2)
$150.5 $150.5 $— $— 
International equities(2)
12.8 12.8 — — 
United States equity fund(3)
63.4 — 63.4 — 
International equity funds(4)
119.4 65.3 54.1 — 
Fixed income securities:    
Government securities(5)
62.0 — 62.0 — 
Corporate securities(5)
147.4 — 147.4 — 
Short-term investment funds(6)
15.5 — 15.5 — 
Subtotal$571.0 $228.6 $342.4 $— 
Other assets and liabilities(7)
(0.8)   
Total$570.2    

(In millions)
Fair Value Measurements as of
January 30, 2022(1)
Asset CategoryTotalQuoted Prices
In Active
Markets for
Identical Assets
(Level 1)

Observable
Inputs
(Level 2)
Unobservable
Inputs
(Level 3)
Equity securities:    
United States equities(2)
$186.8 $186.8 $— $— 
International equities(2)
19.8 19.8 — — 
United States equity fund(3)
73.3 — 73.3 — 
International equity funds(4)
155.1 73.6 81.5 — 
Fixed income securities:    
Government securities(5)
62.5 — 62.5 — 
Corporate securities(5)
192.2 — 192.2 — 
Short-term investment funds(6)
35.0 — 35.0 — 
Subtotal$724.7 $280.2 $444.5 $— 
Other assets and liabilities(7)
1.6    
Total$726.3    

(1)February 2, 2020The Company uses third party pricing services to determine the fair values of the financial instruments held by the pension plans. The Company obtains an understanding of the pricing services valuation methodologies and related inputs and validates a sample of prices by reviewing prices from other sources. The Company has not adjusted any prices received from the third party pricing services.
(2)Valued at the closing price or unadjusted quoted price in the active market in which the individual securities are traded.
(3)Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem this investment at net asset value within the near term and February 3, 2019:therefore classifies this investment
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(In millions)   
Fair Value Measurements as of
February 2, 2020(1) 
Asset Category Total 
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
 
Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
Equity securities:        
United States equities(2)
 $182.2
 $182.2
 $
 $
International equities(2)
 10.7
 10.7
 
 
United States equity fund(3)
 66.3
 
 66.3
 
International equity funds(4)
 135.1
 65.4
 69.7
 
Fixed income securities:  
  
  
  
Government securities(5)
 74.0
 
 74.0
 
Corporate securities(5)
 225.9
 
 225.9
 
Short-term investment funds(6)
 18.6
 
 18.6
 
Total return mutual fund(7)
 6.9
 6.9
 
 
Subtotal $719.7
 $265.2
 $454.5
 $
Other assets and liabilities(8)
 1.5
  
  
  
Total $721.2
  
  
  
within Level 2. This commingled fund invests in United States large cap equities of companies that track the Russell 1000 Index.

(4)Valued at the net asset value of the fund, either as determined by the closing price in the active market in which the individual fund is traded and classified within Level 1, or as determined by a pricing vendor or the fund family and classified within Level 2. This category includes funds that invest in equities of companies outside of the United States.

(5)Valued with bid evaluation pricing where the inputs are based on actual trades in active markets, when available, as well as observable market inputs that include actual and comparable trade data, market benchmarks, broker quotes, trading spreads and/or other applicable data.
(6)Valued at the net asset value of the funds, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. These funds invest in high-grade, short-term, money market instruments.
(In millions)   
Fair Value Measurements as of
February 3, 2019(1)
Asset Category Total 
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
 

Observable
Inputs
(Level 2)
 
Unobservable
Inputs
(Level 3)
Equity securities:        
United States equities(2)
 $170.9
 $170.9
 $
 $
International equities(2)
 12.2
 12.2
 
 
United States equity fund(3)
 58.9
 
 58.9
 
International equity funds(4)
 126.5
 60.3
 66.2
 
Fixed income securities:  
  
  
  
Government securities(5)
 70.3
 
 70.3
 
Corporate securities(5)
 173.7
 
 173.7
 
Short-term investment funds(6)
 16.7
 
 16.7
 
Total return mutual fund(7)
 6.3
 6.3
 
 
Subtotal $635.5
 $249.7
 $385.8
 $
Other assets and liabilities(8)
 1.3
  
  
  
Total $636.8
  
  
  
(1)(7)This category includes other pension assets and liabilities such as pending trades and accrued income.
The Company uses third party pricing services to determine the fair values of the financial instruments held by the pension plans. The Company obtains an understanding of the pricing services' valuation methodologies and related inputs and validates a sample of prices by reviewing prices from other sources. The Company has not adjusted any prices received from the third party pricing services.


(2)
Valued at the closing price or unadjusted quoted price in the active market in which the individual securities are traded.
(3)
Valued at the net asset value of the fund, as determined by a pricing vendor or the fund family. The Company has the ability to redeem this investment at net asset value within the near term and therefore classifies this investment within Level 2. This commingled fund invests in United States large cap equities that track the Russell 1000 Index.
(4)
Valued at the net asset value of the fund, either as determined by the closing price in the active market in which the individual fund is traded and classified within Level 1, or as determined by a pricing vendor or the fund family and classified within Level 2. This category includes funds that invest in equities of companies outside of the United States.
(5)
Valued with bid evaluation pricing where the inputs are based on actual trades in active markets, when available, as well as observable market inputs that include actual and comparable trade data, market benchmarks, broker quotes, trading spreads and/or other applicable data.
(6)
Valued at the net asset value of the funds, as determined by a pricing vendor or the fund family. The Company has the ability to redeem these investments at net asset value within the near term and therefore classifies these investments within Level 2. These funds invest in high-grade, short-term, money market instruments.
(7)
Valued at the net asset value of this fund, as determined by the closing price in the active market in which the individual fund is traded. This mutual fund invests in both equity securities and fixed income securities.
(8)
This category includes other pension assets and liabilities such as pending trades and accrued income.

The Company believes that there are no significant concentrations of risk within the plan assets as of February 2, 2020.January 29, 2023.

Currently, the Company does not expect to make material contributions to the Pension Plans in 2020.2023. The Company’s actual contributions may differ from planned contributions due to many factors, including changes in tax and other laws, as well as significant differences between expected and actual pension asset performance or interest rates. The expected benefit payments associated with the Pension Plans and SERP Plans, and expected benefit payments, net of retiree contributions, associated with the Postretirement Plans are as follows:
(In millions)  
Fiscal YearPension PlansSERP PlansPostretirement Plans
2023$43.0 $7.3 $0.6 
202445.1 6.0 0.5 
202545.5 6.7 0.5 
202644.8 5.8 0.4 
202745.1 5.9 0.4 
2028-2032225.8 25.4 1.5 
(In millions)      
Fiscal Year Pension Plans SERP Plans Postretirement Plans
2020 $37.2
 $9.2
 $1.0
2021 39.0
 10.1
 1.0
2022 41.1
 13.3
 0.9
2023 42.3
 12.2
 0.8
2024 44.2
 10.0
 0.7
2025-2029 240.6
 59.1
 2.7


A 1% change in the assumed medical health care cost trend rate for the Postretirement Plans would not have a material impact on the Company’s net benefit cost for 2019 or the accumulated benefit obligation at February 2, 2020.

The Company has savings and retirement plans and a supplemental savings plan for the benefit of its eligible employees in the United States who elect to participate. The Company matches a portion of employee contributions to the plans. Beginning January 1, 2022, the Company makes an additional contribution to these plans for employees in the United States hired on or after that date in lieu of their participation in the Pension Plans. The Company also has defined contribution plans for certain employees associated within certain businesses acquired in the Tommy Hilfiger, Warnaco and Australia acquisitions,international locations, whereby the Company pays a percentage of the contribution for the employee. The Company’s contributions to these plans were $29.9$37.7 million, $25.4$36.5 million and $22.1$34.2 million in 2019, 20182022, 2021 and 2017,2020, respectively.


Beginning January 1, 2022, the Company has modified its supplemental savings plan such that participants can choose from a broader variety of investment options than were previously available for any contributions made subsequent to that date. Further, the Company has established a rabbi trust whereby the trust will hold investments that generally mirror the participants’ investment elections in the supplemental savings plan after January 1, 2022. The rabbi trust is considered a variable interest entity and it is consolidated in the Company’s financial statements because the Company is considered the primary beneficiary of the rabbi trust. As of January 29, 2023, the rabbi trust assets were $7.2 million. See Note 11, “Fair Value Measurements” for further discussion.

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14.13.    STOCK-BASED COMPENSATION

The Company grants stock-based awards under its 2006 Stock Incentive Plan (the “2006 Plan”“Plan”). Shares issued as a result of stock-based compensation transactions generally have been funded with the issuance of new shares of the Company’s common stock.

The Company may grant the following types of incentive awards under the 2006 Plan: (i) non-qualified stock options (“stock options”);options; (ii) incentive stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units (“RSUs”); (vi) performance
F-45



shares; (vii) performance share units (“PSUs”); and (viii) other stock-based awards. Each award granted under the 2006 Plan is subject to an award agreement that incorporates, as applicable, the exercise price, the term of the award, the periods of restriction, the number of shares to which the award pertains, performance periods and performance measures, and such other terms and conditions as the plan committee determines. Awards granted under the 2006 Plan are classified as equity awards, which are recorded in stockholders’ equity in the Company’s Consolidated Balance Sheets.

When estimating the grant date fair value of stock-based awards, the Company considers whether an adjustment is required to the closing price or the expected volatility of its common stock on the date of grant when the Company is in possession of material non-public information. No such adjustments were made to the grant date fair value of awards granted during the fiscal year ended January 29, 2023.

Through February 2, 2020,January 29, 2023, the Company has granted under the 2006 Plan (i) service-based non-qualified stock options, referred to as “stock options” below, RSUs and restricted stock; and (ii) contingently issuable PSUs and RSUs. There waswere no shares of restricted stock or contingently issuable RSUs outstanding as of February 2, 2020.January 29, 2023.

According to the terms of the 2006 Plan, for purposes of determining the number of shares available for grant, each share underlying a stock option award reduces the number available by 1one share and each share underlying an RSU or PSU award reduces the number available by 2two shares. Total shares available for grant at February 2, 2020January 29, 2023 amounted to 3.93.2 million shares.

Net income (loss) for 2019, 20182022, 2021 and 20172020 included $56.1$46.6 million, $56.2$46.8 million and $44.9$50.5 million, respectively, of pre-tax expense related to stock-based compensation, with related recognized income tax benefits of $6.9$5.9 million, $8.9$6.2 million and $8.8$5.9 million, respectively.


The Company adopted in 2017 an update to accounting guidance that simplifies several aspects of accounting for share-based payment award transactions, which resulted in the Company’s election to recognize forfeitures as they occur rather than continue to estimate expected forfeitures in determining compensation expense. This accounting change was applied on a modified retrospective basis and resulted in a cumulative-effect adjustment to decrease 2017 beginning retained earnings by $0.8 million, with an offsetting increase to additional paid in capital of $1.1 million and an increase to deferred tax assets of $0.3 million.

The Company receives a tax deduction for certain transactions associated with its stock-based plan awards. The actual income tax benefits realized from these transactions in 2019, 20182022, 2021 and 20172020 were $8.8$3.7 million, $13.2$7.6 million and $27.2$3.0 million, respectively. The tax benefits realized included discrete net excess tax benefitsdeficiencies of $0.9 million, $4.9$2.0 million and $15.4$5.4 million recognized in the Company’s provision for income taxes during 2019, 20182022 and 2020, respectively. Discrete net excess tax benefits recognized in the Company’s provision for income taxes during 2021 were immaterial.
2017, respectively.

Stock Options

Stock options granted to employees are generally exercisable in four equal annual installments commencing one year after the date of grant. The underlying stock option award agreements generally provide for accelerated vesting upon the award recipient’s retirement (as defined in the 2006 Plan). Such stock options are granted with a 10-year term and the per share exercise price cannot be less than the closing price of the common stock on the date of grant.

The Company estimates the fair value of stock options at the date of grant using the Black-Scholes-Merton model. The estimated fair value of the stock options granted is expensed over the stock options’ vestingrequisite service periods.



The following summarizes the assumptions used to estimate the fair value of stock options granted during 2019, 20182022, 2021 and 20172020 and the resulting weighted average grant date fair value per stock option:
 202220212020
Weighted average risk-free interest rate2.50 %1.24 %0.48 %
Weighted average expected stock option term (in years)6.256.256.25
Weighted average Company volatility47.34 %47.58 %45.08 %
Expected annual dividends per share$0.15 $0.15 $0.15 
Weighted average grant date fair value per stock option$34.27 $48.28 $23.05 
 2019 2018 2017
Weighted average risk-free interest rate2.15% 2.78% 2.10%
Weighted average expected stock option term (in years)6.25
 6.25
 6.25
Weighted average Company volatility29.88% 26.92% 29.46%
Expected annual dividends per share$0.15
 $0.15
 $0.15
Weighted average grant date fair value per stock option$37.14
 $51.66
 $33.50

The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for periods corresponding to the expected stock option term. The expected stock option term represents the weighted average period of time that stock options granted are expected to be outstanding, based on vesting schedules and the contractual term of the stock options. Company volatility is based on the historical volatility of the Company’s common stock over a period of time corresponding to the expected stock option term. Expected dividends are based on the Company’santicipated common stock cash dividend rate for the Company at the datetime of grant.grant; the dividend assumption for the stock options granted during 2021 and 2020, was not affected by the Company’s suspension of its cash dividend beginning with the second quarter of 2020 in response to the impacts of the COVID-19 pandemic on its business and as a condition of the June 2020 Amendment that was in effect through June 10, 2021, as such suspension was viewed as temporary. Please see Note 14, “Stockholders’ Equity,” for further discussion of dividends on the Company’s common stock.
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The Company has continued to utilize the simplified method to estimate the expected term for its “plain vanilla” stock options granted due to a lack of relevant historical data resulting, in part, from changes in the pool of employees receiving stock option grants. The Company will continue to evaluate the appropriateness of utilizing such method.

Stock option activity for the year was as follows:
(In thousands, except years and per stock option data)Stock OptionsWeighted Average Exercise
Price Per Stock Option
Weighted Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
Outstanding at January 30, 2022688 $103.40 5.0$4,576 
Granted134 71.51 
Exercised— — 
Forfeited / Expired128 98.80 
Outstanding at January 29, 2023694 $98.08 4.9$5,027 
Exercisable at January 29, 2023480 $108.42 3.4$1,569 
(In thousands, except years and per stock option data)Stock Options 
Weighted Average Exercise
Price Per Stock Option
 Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value
Outstanding at February 3, 2019791
 $107.81
 6.1 $6,568
Granted169
 111.92
 
 

Exercised31
 77.92
 
 

Cancelled27
 119.83
 
 

Outstanding at February 2, 2020902
 $109.25
 5.9 $871
Exercisable at February 2, 2020589
 $106.11
 4.7 $871


The aggregate grant date fair value of stock options granted during 2019, 20182022, 2021 and 20172020 was $6.3$4.6 million, $4.4$4.6 million and $4.8$5.8 million, respectively.


The aggregate grant date fair value of stock options that vested during 2019, 20182022, 2021 and 20172020 was $6.5$1.7 million, $6.5$7.2 million and $7.2$5.0 million, respectively.


The aggregate intrinsic value of stock options exercised during 2019, 20182021 and 20172020 was $1.3 million, $10.9$9.7 million and $56.9$0.7 million, respectively. There were no exercises in 2022.

At February 2, 2020,January 29, 2023, there was $4.4$5.4 million of unrecognized pre-tax compensation expense related to non-vested stock options, which is expected to be recognized over a weighted average period of 1.8 years.

RSUs
    
RSUs granted to employees since 2016 generally vest in four equal annual installments commencing one year after the date of grant. Outstandinggrant, although the Company does make from time to time, and currently has outstanding, RSUs granted to employees prior to 2016 generally vest in three annual installments of 25%, 25% and 50% commencing two years after the date of grant.with different vesting schedules. Service-based RSUs granted to non-employee directors vest in full the earlier of one year after the date of grant or the date of the Annual Meeting of Stockholders following the year of grant. The underlying RSU award agreements (excluding agreements for non-employee director awards)employees generally provide for accelerated vesting upon the award recipient’s retirement (as defined in the 2006 Plan). The fair value of


RSUs is equal to the closing price of the Company’s common stock on the date of grant and is expensed over the RSUs’ vestingrequisite service periods.

RSU activity for the year was as follows:
(In thousands, except per RSU data)RSUsWeighted Average
Grant Date
Fair Value Per RSU
Non-vested at January 30, 20221,176 $88.09 
Granted756 70.93 
Vested427 92.11 
Forfeited180 85.60 
Non-vested at January 29, 20231,325 $77.33 
(In thousands, except per RSU data)RSUs 
Weighted Average
Grant Date
Fair Value Per RSU
Non-vested at February 3, 2019847
 $122.97
Granted612
 110.03
Vested350
 116.25
Cancelled113
 123.93
Non-vested at February 2, 2020996
 $117.28


The aggregate grant date fair value of RSUs granted during 2019, 20182022, 2021 and 20172020 was $67.3$53.6 million, $53.5$61.2 million and $46.0$59.2 million, respectively. The aggregate grant date fair value of RSUs vested during 2019, 20182022, 2021 and 20172020 was $40.7$39.3 million, $35.1$50.2 million and $28.7$41.2 million, respectively.

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At February 2, 2020,January 29, 2023, there was $73.7$69.3 million of unrecognized pre-tax compensation expense related to non-vested RSUs, which is expected to be recognized over a weighted average period of 1.81.7 years.

PSUs

Contingently issuable PSUs granted to employees generally vest three years after the date of grant, subject to the satisfaction of performance conditions. The Company granted contingently issuable PSUs to certain of the Company’s senior executives since 2015during the second quarters of 2022 and 2021. The final number of shares to be earned, if any, is contingent upon the Company’s achievement of goals for the applicable performance period, of which (i) 50% is based upon the cumulative amount of the Company’s consolidated earnings before interest and taxes (“EBIT”) and (ii) 50% is based on the Company’s total shareholder return during a three-year performance period from the grant date relative to a pre-established group of industry peers (which is substantially identical for grants in both years). For the 2021 award, EBIT is based on a one-year performance period (fiscal 2021) and for the 2022 award, EBIT is based on a three-year performance period (fiscal 2022 – 2024). For these awards, the Company records expense ratably over the three-year service period, with expense determined as follows: (i) EBIT-based portion of the awards – based on the grant date fair value per share and the Company’s current expectations of the probable number of shares that will ultimately be issued and (ii) TSR-based portion of the awards – based on the grant date fair value regardless of whether the market condition is satisfied because the awards are subject to market conditions. The grant date fair value of the awards granted was established as follows: (i) EBIT-based portion of the awards – based on the closing price of the Company’s common stock reduced for the present value of any dividends expected to be paid on the Company’s common stock during the three-year service period, as these contingently issuable PSUs do not accrue dividends and (ii) TSR-based portion of the awards – using the Monte Carlo simulation model. For the EBIT-based portion of the awards granted in the second quarter of 2021, the applicable performance period ended in the fourth quarter of 2021 and the maximum level of performance was achieved. These shares will vest and be paid out subject to and following the completion of the three-year service period.

The Company also granted contingently issuable PSUs to certain of the Company’s senior executives during 2019 and 2020, subject to a three-yearthree-year performance period.period from the applicable grant date. For suchthese awards, the final number of shares to be earned, if any, is contingent upon the Company’s achievement of goals for the applicable performance period, of which (i) 50% isis based upon the Company’s absolute stock price growth during the applicable performance period and(ii) 50% is based upon the Company’s total shareholder returnTSR during the applicable performance period relative to other companies included in the S&P 500 as of the date of grant. grant. For these awards, granted in 2016, the three-year performance period ended during 2019 and holders of the awards earned an aggregate of 67,000 shares, which was between the threshold and target levels. The Company records expense ratably over the applicable vestingthree-year service period based on the grant date fair value of the awards regardless of whether the market condition is satisfied because the awards are subject to market conditions. The grant date fair value of the awards granted was established for each grant on the grant date using the Monte Carlo simulation model. For awards granted in 2019, the three-year performance period ended during either the first or second quarter of 2022 and holders of the awards did not earn any shares since the market conditions were not satisfied.

The following summarizes the assumptions used to estimate the fair value of PSUs subject to market conditions that were granted during 2019, 20182022, 2021 and 20172020 and the resulting weighted average grant date fair value per PSU:value:
202220212020
Weighted average risk-free interest rate2.91 %0.33 %0.19 %
Weighted average Company volatility64.02 %60.69 %51.86 %
Expected annual dividends per share$0.15 $0.15 $0.15 
Weighted average grant date fair value per PSU$103.36 $159.29 $64.89 
  2019 2018 2017
Risk-free interest rate 2.13% 2.62% 1.49%
Expected Company volatility 30.25% 29.78% 31.29%
Expected annual dividends per share $0.15
 $0.15
 $0.15
Weighted average grant date fair value per PSU $119.46
 $159.53
 $96.81
The risk-free interest rate is based on United States Treasury yields in effect at the date of grant for the term corresponding to the three-year performance period. Company volatility is based on the historical volatility of the Company’s common stock over a period of time corresponding to the three-year performance period. Expected dividends are based on the anticipated common stock cash dividend rate for the Company at the time of grant; the dividend assumption for the PSUs granted during 2021 and 2020, was not affected by the Company’s suspension of its cash dividend beginning with the second quarter of 2020 in response to the impacts of the COVID-19 pandemic on its business and as a condition of the June 2020 Amendment that was in effect through June 10, 2021, as such suspension was viewed as temporary. Please see Note 14, “Stockholders’ Equity,” for further discussion of dividends on the Company’s common stock.

For certain of the awards granted, the after-tax portion of the award is subject to a holding period of one year after the vesting date. For suchthese awards, the grant date fair value was discounted 6.20%6.90% in 2019, 7.09%2022 and 8.40% in 2018 and 12.67% in 20172021 for the restriction of liquidity, which was calculated using the Finnerty model, and 15.94% in 2020 for the restriction of liquidity, which was
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calculated using the Chaffe model. The Company uses the model that is deemed more appropriate after an evaluation of current market conditions.



Total PSU activity for the year was as follows:
(In thousands, except per PSU data)PSUsWeighted Average
Grant Date
Fair Value Per PSU
Non-vested at January 30, 2022248 $93.15 
Granted72 87.16 
   Reduction due to market conditions not satisfied67 118.28 
Vested— — 
Forfeited96.80 
Non-vested at January 29, 2023244 $84.40 
(In thousands, except per PSU data)PSUs 
Weighted Average
Grant Date
Fair Value Per PSU
Non-vested at February 3, 2019194
 $106.76
Granted at target72
 119.46
Reduction due to market condition achieved below target10
 87.16
Vested67
 87.16
Cancelled8
 117.27
Non-vested at February 2, 2020181
 $119.63


The aggregate grant date fair value of PSUs granted during 2019, 20182022, 2021 and 20172020 was $8.6$6.3 million, $7.0$5.8 million and $7.0 million, respectively. The aggregate grant date fair value of PSUs that vested during 2019 and 2018 was $6.7 million and $4.6$8.6 million, respectively. No PSUs vested in 2017.2022, 2021 and 2020. PSUs in the above table arethat remain subject to market conditions. As such, the non-vested PSUsconditions are reflected at the target level, which is consistent with how expense will be recorded, regardless of the numbers of shares that will actually be earned.


At February 2, 2020,January 29, 2023, there was $2.4$5.6 million of unrecognized pre-tax compensation expense related to non-vested PSUs, which is expected to be recognized over a weighted average period of 1.7 years.
2.1 years.

15.14.    STOCKHOLDERS’ EQUITY

Acquisition of Treasury Shares

The Company’s Board of Directors has authorized over time since 2015 an aggregate $2.0$3.0 billion stock repurchase program through June 3, 2023.2026, which includes a $1.0 billion increase in the authorization and a three year extension of the program approved by the Board of Directors on April 11, 2022. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as the Company deems appropriate. Purchases are made based on a variety of factors, such as price, corporate requirements and overall market conditions, applicable legal requirements and limitations, trading restrictions under the Company’s insider trading policy and other relevant factors. The program may be modified by the Board of Directors, including to increase or decrease the repurchase limitation or extend, suspend or terminate the program at any time, without prior notice.

The Company suspended share repurchases under the stock repurchase program beginning in March 2020, following the purchase of 1.4 million shares in open market transactions for $110.7 million completed earlier in the first quarter of 2020, in response to the impacts of the COVID-19 pandemic on its business. In addition, under the terms of the June 2020 Amendment, the Company was not permitted to make share repurchases during the relief period. However, effective June 10, 2021, the relief period under the June 2020 Amendment was terminated and the Company was permitted to resume share repurchases at management’s discretion, which it did starting in the third quarter of 2021. Please see Note 8, “Debt,” for further discussion of the terms of the June 2020 Amendment and the relief period.

During 2019, 20182022, 2021 and 2017,2020, the Company purchased 3.46.2 million shares, 2.23.3 million shares and 2.21.4 million shares, respectively, of its common stock under the program in open market transactions for $325.0$399.4 million, $300.1$349.7 million and $250.4$110.7 million, respectively. As of February 2, 2020,January 29, 2023, the repurchased shares were held as treasury stock and $683.3$823.5 million of the authorization remained available for future share repurchases.

Treasury stock activity also includes shares that were withheld in conjunction with the settlement of RSUs and PSUs to satisfy tax withholding requirements.


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Common Stock Dividends
16.
The Company declared a $0.0375 per share dividend payable to its common stockholders of record on March 4, 2020, in respect of which the Company made dividend payments totaling $2.7 million on March 31, 2020. The Company suspended its dividends following the payment of the dividend on March 31, 2020 in response to the impacts of the COVID-19 pandemic on its business. In addition, under the terms of the June 2020 Amendment, the Company was not permitted to declare or pay dividends during the relief period. However, effective June 10, 2021, the relief period under the June 2020 Amendment was terminated and the Company was permitted to declare and pay dividends on its common stock at the discretion of the Board of Directors. Please see Note 8, “Debt,” for further discussion of the terms of the June 2020 Amendment and the relief period. Following termination of the relief period, the Company declared a $0.0375 per share dividend payable to its common stockholders of record on November 24, 2021, in respect of which the Company made dividend payments totaling $2.7 million on December 17, 2021. The Company declared and paid four $0.0375 per share dividends payable to its common stockholders in 2022 totaling $10.1 million.

15.    ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in AOCL, net of related taxes, by component:

(In millions)Foreign currency translation adjustmentsNet unrealized and realized gain (loss) on effective cash flow hedgesTotal
Balance at February 2, 2020$(665.7)$25.6 $(640.1)
Other comprehensive income (loss) before reclassifications184.1 (1)(2)(60.4)123.7 
Less: Amounts reclassified from AOCL— 2.7 2.7 
Other comprehensive income (loss)184.1 (63.1)121.0 
Balance at January 31, 2021$(481.6)$(37.5)$(519.1)
Other comprehensive (loss) income before reclassifications(184.3)(1)(3)88.1 (96.2)
Less: Amounts reclassified from AOCL— (2.6)(2.6)
Other comprehensive (loss) income(184.3)90.7 (93.6)
Balance at January 30, 2022$(665.9)$53.2 $(612.7)
Other comprehensive loss before reclassifications(47.6)(1)(3)(36.0)(83.6)
Less: Amounts reclassified from AOCL(3.4)(4)20.2 16.8 
Other comprehensive loss(44.2)(56.2)(100.4)
Balance at January 29, 2023$(710.1)$(3.0)$(713.1)
(In millions)Foreign currency translation adjustments Net unrealized and realized gain (loss) on effective cash flow hedges Total
Balance at January 29, 2017$(737.7) $26.9
 $(710.8)
Other comprehensive income (loss) before reclassifications490.5
(1)(2) 
(116.0) 374.5
Less: Amounts reclassified from AOCL
 (16.9) (16.9)
Other comprehensive income (loss)490.5
 (99.1) 391.4
Impact of the U.S. Tax Legislation (4)
(2.2) 0.1
 (2.1)
Balance at February 4, 2018$(249.4) $(72.1) $(321.5)
Other comprehensive (loss) income before reclassifications(288.2)
(1)(3) 
92.0
 (196.2)
Less: Amounts reclassified from AOCL
 (9.8) (9.8)
Other comprehensive (loss) income(288.2) 101.8
 (186.4)
Balance at February 3, 2019$(537.6) $29.7
 $(507.9)
Other comprehensive (loss) income before reclassifications(128.1)
(1)(3) 
15.9
 (112.2)
Less: Amounts reclassified from AOCL
 20.0
 20.0
Other comprehensive loss(128.1) (4.1) (132.2)
Balance at February 2, 2020$(665.7) $25.6
 $(640.1)

(1)
(1)Foreign currency translation adjustments included a net gain (loss) on net investment hedges of $24.1 million, $83.8 million and $(94.4) million in 2022, 2021 and 2020, respectively.
(2)Favorable foreign currency translation adjustments were principally driven by a weakening of the United States dollar against the euro.
(3)Unfavorable foreign currency translation adjustments were principally driven by a strengthening of the United States dollar against the euro.
(4)Foreign currency translation adjustment losses were reclassified from AOCL during the second quarter of 2022 in connection with the Karl Lagerfeld transaction. Please see Note 5, “Investments in Unconsolidated Affiliates,” for further discussion.
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Foreign currency translation adjustments included a net gain (loss) on net investment hedges of $29.7 million, $73.1 million and $(70.8) million in 2019, 2018 and 2017, respectively.
(2)
Favorable foreign currency translation adjustments were principally driven by a weakening of the United States dollar against the euro.
(3)
Unfavorable foreign currency translation adjustments were principally driven by a strengthening of the United States dollar against the euro.
(4)
The stranded tax effects resulting from the U.S. Tax Legislation were reclassified from AOCL to retained earnings as a result of the Company’s early adoption of an update to accounting guidance in the fourth quarter of 2017. The amount of the reclassification was calculated based on the effect of the change in the United States federal corporate income tax rate on the gross deferred tax amounts at the date of the enactment of the U.S. Tax Legislation related to items that remained in AOCL at that time.


The following table presents reclassifications from AOCL to earnings:

Amount Reclassified from AOCLAffected Line Item in the Company’s Consolidated Statements of Operations
(In millions)202220212020
Realized gain (loss) on effective cash flow hedges:
Foreign currency forward exchange contracts (inventory purchases)$27.6 $(1.8)$12.5 Cost of goods sold
Interest rate swap agreements— (1.5)— 
SG&A expenses (1)
Interest rate swap agreements— (3.0)(11.0)Interest expense
Less: Tax effect7.4 (3.7)(1.2)Income tax expense (benefit)
Total, net of tax$20.2 $(2.6)$2.7 
Foreign currency translation adjustments:
Karl Lagerfeld transaction$(3.4)(2)$— $— Equity in net income (loss) of unconsolidated affiliates
Less: Tax effect— — — Income tax expense (benefit)
Total, net of tax$(3.4)$— $— 
(In millions)Amount Reclassified from AOCL Affected Line Item in the Company’s Consolidated Income Statements
 2019 2018 2017  
Realized gain (loss) on effective cash flow hedges:       
Foreign currency forward exchange contracts (inventory purchases)23.1
 (11.6) (13.6) Cost of goods sold
Interest rate swap agreements(1.4) 1.1
 (6.2) Interest expense
Less: Tax effect1.7
 (0.7) (2.9) Income tax expense (benefit)
Total, net of tax$20.0
 $(9.8) $(16.9)  



17.    LEASES

(1) The Company leases approximately 1,830 Company-operated freestanding retail store locations across more than 35 countries, generally with initial lease terms of threededesignated certain cash flow hedges related to ten years. The Company also leases warehouses, distribution centers, showrooms, office space and a factory in Ethiopia, generally with initial lease terms of ten to 20 years, as well as certain equipment and other assets, generally with initial lease terms of one to five years.

Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of fixed lease payments over the expected lease term. The Company uses its incremental borrowing rates to determine the present value of fixed lease payments based on the information available at the lease commencement date, as theinterest rate implicit in the lease is not readily determinable for the Company's leases. The Company's incremental borrowing rates are based on the term of the lease, the economic environment of the lease, and the effect of collateralization. Certain leases include one or more renewal options, generally for the same period as the initial term of the lease. The exercise of lease renewal options is generally at the Company’s sole discretion and, as such, the Company typically determines that exercise of these renewal options is not reasonably certain. As a result, the Company does not include the renewal option period in the expected lease term and the associated lease payments are not included in the measurement of the right-of-use asset and lease liability. Certain leases also contain termination options with an associated penalty. Generally, the Company is reasonably certain not to exercise these options and as such, they are not included in the determination of the expected lease term. The Company recognizes operating lease expense on a straight-line basis over the lease term.

Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Leases generally provide for payments of nonlease components, such as common area maintenance, real estate taxes and other costs associated with the leased property. For leaseswap agreements entered into or modified after February 3, 2019, the Company accounts for lease components and nonlease components together as a single lease component and, as such, includes fixed payments of nonlease components in the measurement of the right-of-use assets and lease liabilities. Variable lease payments, such as percentage rentals based on location sales, periodic adjustments for inflation, reimbursement of real estate taxes, any variable common area maintenance and any other variable costs associated with the leased property are expensed as incurred as variable lease costs and are not recorded on the balance sheet.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictions or covenants.

In conjunction with the Australia acquisition in May 2019, the Company acquired an office building and warehouse owned by Gazal. Prior to the acquisition, Gazal had entered into an agreement with a third party to sell the building and as such, the building was classified as held for sale and recorded at its fair value less estimated costs to sell on the acquisition date.during 2021. Please see Note 3, “Acquisitions,10, “Derivative Financial Instruments,” for further discussion. In June 2019,

(2) Foreign currency translation adjustment losses were reclassified from AOCL during the Company completedsecond quarter of 2022 in connection with the sale of the office building and warehouseKarl Lagerfeld transaction. Please see Note 5, “Investments in Unconsolidated Affiliates,” for $59.4 million, incurring costs of $1.0 million, and leased back the building without an option to repurchase.further discussion.



No gain or loss was recognized on the transaction. The lease is classified as an operating lease with an initial lease term of five years and includes 3 options to renew for a period of five years each. Exercise of these renewal options is not reasonably certain and as a result, the Company recognized an operating lease right-of-use asset and operating lease liability based on the initial term of the lease.16.    LEASES

The components of the net lease cost were as follows:
(In millions)Line Item in the Company’s Consolidated Statements of Operations202220212020
Finance lease cost:
Amortization of right-of-use-assetsSG&A expenses (depreciation and amortization)$4.2 $4.9 $5.2 
Interest on lease liabilitiesInterest expense0.2 0.3 0.4 
Total finance lease cost4.4 5.2 5.6 
Operating lease costSG&A expenses401.4 451.8 477.8 
Short-term lease costSG&A expenses35.9 32.1 28.9 
Variable lease costSG&A expenses116.2 100.5 71.7 
Less: sublease incomeSG&A expenses(4.7)(1.5)(1.3)
Total net lease cost$553.2 $588.1 $582.7 
(In millions) Line Item in the Company’s Consolidated Income Statement 2019
Finance lease cost:    
Amortization of right-of-use-assets SG&A expenses (depreciation and amortization) $5.3
Interest on lease liabilities Interest expense 0.5
Total finance lease cost   5.8
Operating lease cost SG&A expenses 459.5
Short-term lease cost SG&A expenses 25.9
Variable lease cost SG&A expenses 143.8
Less: sublease income SG&A expenses (0.4)
Total net lease cost   $634.6

The Company has sought concessions from landlords for certain of its stores affected by temporary closures as a result of the COVID-19 pandemic in the form of rent deferrals or rent abatements. Consistent with updated guidance issued by the FASB in April 2020, the Company elected to treat COVID-19 related rent concessions as though enforceable rights and obligations for those concessions existed in the original contract. As such, rent abatements negotiated with landlords are recorded as a reduction to variable lease expense included in SG&A expenses in the Company’s Consolidated Statements of Operations. The Company recorded $4.8 million, $26.9 million and $50.3 million of rent abatements during 2022, 2021 and 2020, respectively. Rent deferrals have no impact to lease expense and amounts deferred and payable in future periods are included in the current portion of operating lease liabilities in the Company’s Consolidated Balance Sheets.
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Supplemental balance sheet information related to leases was as follows:
(In millions) Line Item in the Company’s Consolidated Balance Sheet 2019(In millions)Line Item in the Company’s Consolidated Balance Sheets20222021
Right-of-use assets:  Right-of-use assets:
Operating lease Operating lease right-of-use assets $1,675.8
Operating leaseOperating lease right-of-use assets$1,295.7 $1,349.0 
Finance lease Property, plant and equipment, net 12.6
Finance leaseProperty, plant and equipment, net10.9 8.1 
 $1,688.4
$1,306.6 $1,357.1 
Current lease liabilities:  Current lease liabilities:
Operating lease Current portion of operating lease liabilities $363.5
Operating leaseCurrent portion of operating lease liabilities$353.7 $375.4 
Finance lease Accrued expenses 4.6
Finance leaseAccrued expenses4.5 4.0 
 $368.1
$358.2 $379.4 
Other lease liabilities:  Other lease liabilities:
Operating lease Long-term portion of operating lease liabilities $1,532.0
Operating leaseLong-term portion of operating lease liabilities$1,140.0 $1,214.4 
Finance lease Other liabilities 9.9
Finance leaseOther liabilities7.3 5.2 
 $1,541.9
$1,147.3 $1,219.6 

Operating lease right-of-use assets with a carrying amount of $30.4 million were written down to a fair value of $3.0 million during 2022 primarilyin connection with the Company’s decision in the second quarter of 2022 to exit from its Russia business, and the financial performance in certain of the Company’s retail stores. The $27.4 million of impairment charges were included in SG&A expenses in the Company’s Consolidated Statement of Operations. Please see Note 11, “Fair Value Measurements,” for further discussion of the noncash impairment charges related to the Company’s operating lease right-of-use assets.

Operating lease right-of-use assets with a carrying amount of $35.5 million were written down to a fair value of $14.3 million during 2021 primarily as a result of actions taken by the Company to reduce its real estate footprint, including reductions in office space, and the financial performance in certain of the Company’s retail stores. The $21.2 million of impairment charges were included in SG&A expenses in the Company’s Consolidated Statement of Operations. Please see Note 11, “Fair Value Measurements,” for further discussion of the noncash impairment charges related to the Company’s operating lease right-of-use assets.

Supplemental cash flow information related to leases was as follows:

(In millions)202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$450.8 $484.0 $396.1 
Operating cash flows from finance leases0.2 0.3 0.4 
Financing cash flows from finance leases4.7 5.2 5.5 
Noncash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities338.6 267.3 247.3 
Right-of-use assets obtained in exchange for new finance lease liabilities8.2 2.6 4.0 
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(In millions) 2019
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows from operating leases $472.8
Operating cash flows from finance leases 0.5
Financing cash flows from finance leases 5.5
Non-cash transactions:  
Right-of-use assets obtained in exchange for new operating lease liabilities 441.3
Right-of-use assets obtained in exchange for new finance lease liabilities 3.6



The following summarizes the weighted average remaining lease termterms and weighted average discount raterates related to the Company’s right-of-use assets and lease liabilities recorded on the balance sheet:
20222021
Weighted average remaining lease term (years):
Operating leases6.136.25
Finance leases3.192.51
Weighted average discount rate:
Operating leases4.10 %3.81 %
Finance leases2.09 %1.48 %
2019
Weighted average remaining lease term (years):
Operating leases6.84
Finance leases4.37
Weighted average discount rate:
Operating leases4.25%
Finance leases3.11%


At February 2, 2020,January 29, 2023, the maturities of the Company’s lease liabilities were as follows:
(In millions)Finance
Leases
Operating
Leases
Total
2023$4.7 $405.3 $410.0 
20243.7 319.0 322.7 
20252.6 243.9 246.5 
20261.1 194.4 195.5 
2027— 161.1 161.1 
Thereafter— 382.4 382.4 
Total lease payments$12.1 $1,706.1 $1,718.2 
Less: Interest(0.3)(212.4)(212.7)
Total lease liabilities$11.8 $1,493.7 $1,505.5 
(In millions) 
Finance
Leases
 
Operating
Leases
 Total
2020 $5.1
 $436.2
 $441.3
2021 4.5
 399.2
 403.7
2022 2.5
 323.5
 326.0
2023 1.0
 244.2
 245.2
2024 0.5
 187.1
 187.6
Thereafter 2.3
 622.5
 624.8
Total lease payments $15.9
 $2,212.7
 $2,228.6
Less: Interest (1.4) (317.2) (318.6)
Total lease liabilities $14.5
 $1,895.5
 $1,910.0


The Company’s lease liabilities exclude $45.0 million of future lease payment obligations related to leases for two new warehouses and various retail store leases that were entered into but did not commence as of February 2, 2020.January 29, 2023. These leases commenced or will commence between February 2020 and September 2020 with initial lease terms of five to ten years.in 2023.

Disclosures Related to Periods Prior to Adoption of the New Lease Accounting Guidance

The Company adopted the update to accounting guidance related to leases in 2019 using the modified retrospective approach applied as of the period of adoption with a cumulative-effect adjustment to opening retained earnings and as such, prior periods have not been restated. As a result, disclosures related to periods prior to adoption are presented under the previous accounting guidance.

At February 3, 2019, minimum annual rental commitments under noncancelable leases were as follows:

(In millions) 
Capital
Leases
 
Operating
Leases
 Total
2019 $5.6
 $402.4
 $408.0
2020 4.4
 371.9
 376.3
2021 3.8
 314.0
 317.8
2022 1.8
 255.0
 256.8
2023 0.6
 189.9
 190.5
Thereafter 2.5
 618.7
 621.2
Total minimum lease payments $18.7
 $2,151.9
 $2,170.6
Less: Amount representing interest (2.2)  
  
Present value of net minimum capital lease payments $16.5
  
  



Aggregate future minimum rentals to be received under noncancelable capital and operating subleases were $0.6 million and $0.2 million, respectively, at February 3, 2019.

Rent expense was as follows:
(In millions)2018 2017
Minimum$465.3
 $455.2
Percentage and other128.6
 103.0
Less: Sublease rental income(1.4) (1.8)
Total$592.5
 $556.4


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The gross book value of assets under finance leases, which were classified within property, plant and equipment in the Company’s Consolidated Balance Sheet, amounted to $37.0 million as of February 3, 2019. Accumulated amortization related to assets under finance leases amounted to $21.6 million as of February 3, 2019. The Company includes amortization of assets under finance leases in depreciation and amortization expense. The Company did not incur any expense in percentage rentals under finance leases during 2018 or 2017.



18.17.    EXIT ACTIVITY COSTS

Calvin Klein Restructuring Costs

2022 Cost Savings Initiative

The Company announced on January 10, 2019 a restructuring in connection withAugust 2022 it would be taking steps to streamline its organization and simplify its ways of working. The Company plans to reduce people costs in its global offices by approximately 10% by the end of 2023 to drive efficiencies and enable continued strategic changes for itsCalvin Klein business (the “Calvin Klein restructuring”).investments to fuel growth, including in digital, supply chain and consumer engagement. The Company expects these reductions will generate annual cost savings of over $100 million, net of continued strategic changes included (i) the closure of the CALVIN KLEIN 205 W39 NYC brand (formerly Calvin Klein Collection), (ii) the closure of the flagship store on Madison Avenue in New York, New York, (iii) the restructuring of the Calvin Klein creative and design teams globally, and (iv) the consolidation of operations for the men’s Calvin Klein Sportswear and Calvin Klein Jeans businesses.people investments. In connection with the Calvin Klein restructuring,this initiative, the Company recorded pre-tax costs during 2019 and 20182022 related to initial actions taken under the plan, as shown in the following table. All expectedThe Company expects to incur additional costs related toin connection with this restructuring were incurred byinitiative, however the end of 2019.additional costs are not known at this time.


(In millions)Costs Incurred During 2022
Severance, termination benefits and other employee costs$20.2 

(In millions)Costs Incurred During 2018 Costs Incurred During 2019 Cumulative Costs Incurred
Severance, termination benefits and other employee costs$27.3
 $25.6
 $52.9
Long-lived asset impairments (1)
6.9
 38.2
 45.1
Contract termination and other costs4.3
 26.2
 30.5
Inventory markdowns2.2
 12.9
 15.1
Total$40.7
 $102.9
 $143.6
(1) Includes the impact of the closure of the flagship store on Madison Avenue in New York, New York in the first quarter of 2019.

Of the charges for severance, termination benefits and other employee costs, long-lived asset impairments and contract termination and other costs incurred during 2019, $59.52022, $4.7 million relate to SG&A expenses of the Tommy Hilfiger North America segment, $2.5 million relate to SG&A expenses of the Tommy Hilfiger International segment, $4.6 million relate to SG&A expenses of the Calvin Klein North America segment, and $30.5$3.5 million relate to SG&A expenses of the Calvin Klein International segment. Of the charges for inventory markdowns incurred during 2019, $6.5 million relate to cost of goods sold of the Calvin Klein North America segment, and $6.4 million relate to cost of goods sold of the Calvin Klein International segment. Of the charges for severance, termination benefits and other employee costs, long-lived asset impairments and contract termination and other costs incurred during 2018, $18.9$2.6 million relate to SG&A expenses of the Calvin Klein North AmericaHeritage Brands Wholesale segment and $19.6$2.3 million relate to corporate SG&A expenses of the Calvin Klein International segment. The charges for inventory markdowns incurred during 2018 were recorded in cost of goods sold of the Company’s Calvin Klein Internationalnot allocated to any reportable segment. Please see Note 21,20, “Segment Data,” for further discussion of the Company’s reportable segments.

Please see Note 12, “Fair Value Measurements,” for further discussion of the long-lived asset impairments recorded during 2019 and 2018.



The liabilities at February 2, 2020January 29, 2023 related to these costs were principally recorded in accrued expenses in the Company’s Consolidated Balance SheetsSheet and were as follows:

(In millions)Liability at 2/3/19 Costs Incurred During 2019 Costs Paid During 2019 Liability at 2/2/20
Severance, termination benefits and other employee costs$25.8
 $25.6
 $44.9
 $6.5
Contract termination and other costs2.3
 26.2
 27.3
 1.2
Total$28.1
 $51.8
 $72.2
 $7.7


(In millions)Liability at 1/30/22Costs Incurred During 2022Costs Paid During 2022Liability at 1/29/23
Severance, termination benefits and other employee costs$— $20.2 $7.0 $13.2 

19.Russia Business Exit Costs

As a result of the war in Ukraine, the Company made the decision in the second quarter of 2022 to exit from its Russia business, including the closure of its retail stores in Russia and the cessation of its wholesale operations in Russia and Belarus. In connection with this exit, the Company recorded pre-tax costs during 2022 as shown in the following table. All expected costs related to the exit from the Russia business were incurred during 2022.

(In millions)Costs Incurred During 2022
Severance, termination benefits and other employee costs$2.1 
Long-lived asset impairments43.6 
Gain on lease terminations, net of contract termination and other costs (1)
(2.7)
Total$43.0 

(1) Gain on lease terminations, net of contract termination and other costs includes a $7.5 million gain related to the early termination of certain store lease agreements in Russia recorded during the fourth quarter of 2022 and $4.8 million of contract termination and other costs recorded during the second quarter of 2022.

Of the charges incurred during 2022, $31.6 million relate to SG&A expenses of the Tommy Hilfiger International segment and $11.4 million relate to SG&A expenses of the Calvin Klein International segment. Please see Note 20, “Segment Data,” for further discussion of the Company’s reportable segments.

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Please see Note 11, “Fair Value Measurements,” for further discussion of the long-lived asset impairments recorded during 2022.

The liabilities at January 29, 2023 related to these costs were principally recorded in accrued expenses in the Company’s Consolidated Balance Sheet and were as follows:

(In millions)Liability at 1/30/22Costs Incurred During 2022Costs Paid During 2022Liability at 1/29/23
Severance, termination benefits and other employee costs$— $2.1 $1.7 $0.4 
Contract termination and other costs— 4.8 4.3 0.5 
Total$— $6.9 $6.0 $0.9 

2021 Reductions in Workforce and Real Estate Footprint

The Company announced in March 2021 plans to streamline its organization through reductions in its workforce, primarily in certain international markets, and to reduce its real estate footprint, including reductions in office space and select store closures, which resulted in annual cost savings of approximately $60 million. In connection with these activities, the Company recorded pre-tax costs during 2021 as shown in the following table. All expected costs related to the 2021 reductions in workforce and real estate footprint were incurred by the end of 2021.

(In millions)Costs Incurred During 2021
Severance, termination benefits and other employee costs$15.7 
Long-lived asset impairments28.1 
Contract termination and other costs3.8 
Total$47.6 

Of the charges incurred during 2021, $1.7 million relate to SG&A expenses of the Tommy Hilfiger North America segment, $8.9 million relate to SG&A expenses of the Tommy Hilfiger International segment, $2.1 million relate to SG&A expenses of the Calvin Klein North America segment, $6.4 million relate to SG&A expenses of the Calvin Klein International segment and $28.5 million relate to corporate SG&A expenses not allocated to any reportable segment. Please see Note 20, “Segment Data,” for further discussion of the Company’s reportable segments.

Please see Note 11, “Fair Value Measurements,” for further discussion of the long-lived asset impairments recorded during 2021.

The liabilities at January 29, 2023 related to these costs were principally recorded in accrued expenses in the Company’s Consolidated Balance Sheet and were as follows:

(In millions)Liability at 1/30/22Costs Incurred During 2022
Costs Paid
During 2022
Liability at 1/29/23
Severance, termination benefits and other employee costs$6.2 $— $3.4 $2.8 

Heritage Brands Retail Exit Costs

The Company announced in July 2020 plans to streamline its North American operations to better align its business with the evolving retail landscape, including the exit from its Heritage Brands Retail business, which consisted of 162 directly operated stores in North America and was substantially completed in the second quarter of 2021. In connection with the exit
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from the Heritage Brands Retail business, the Company recorded pre-tax costs during 2020 and 2021 as shown in the following table. All expected costs related to the exit from the Heritage Brands Retail business were incurred by the end of 2021.

(In millions)Costs Incurred During 2020Costs Incurred During 2021Cumulative Costs Incurred
Severance, termination benefits and other employee costs$14.6 $10.8 $25.4 
Long-lived asset impairments7.2 — 7.2 
Accelerated amortization of lease assets7.2 5.9 13.1 
Contract termination and other costs— 4.4 4.4 
Total$29.0 $21.1 $50.1 

The costs incurred during 2020 and 2021 relate to SG&A expenses of the Heritage Brands Retail segment. Please see Note 20, “Segment Data,” for further discussion of the Company’s reportable segments.

Please see Note 11, “Fair Value Measurements,” for further discussion of the long-lived asset impairments recorded during 2020.

The liabilities related to these costs were principally recorded in accrued expenses in the Company’s Consolidated Balance Sheet and were as follows:

(In millions)Liability at 1/30/22Costs Incurred During 2022Costs Paid During 2022Liability at 1/29/23
Severance, termination benefits and other employee costs$3.5 $— $3.5 $— 
Contract termination and other costs2.4 — 2.4 — 
Total$5.9 $— $5.9 $— 

North America Office Workforce Reduction

The Company also announced in July 2020 a reduction in its office workforce by approximately 450 positions, or 12%, across all three brand businesses and corporate functions (the “North America workforce reduction”). In connection with the North America workforce reduction, the Company recorded pre-tax costs of $39.7 million during 2020, which consisted of severance, termination benefits and other employee costs. All expected costs related to the North America workforce reduction were incurred by the end of 2020.

Of the costs incurred during 2020, $3.0 million relates to special termination benefits included in non-service related pension and postretirement income and $36.7 million relates to SG&A expenses. Please see Note 12, “Retirement and Benefit Plans,” for further discussion of the special termination benefits. Of the above charges incurred during 2020, $12.5 million relate to the Heritage Brands Wholesale segment, $10.9 million relate to the Tommy Hilfiger North America segment, $10.5 million relate to the Calvin Klein North America segment and $5.8 million relate to corporate expenses not allocated to any reportable segment. Please see Note 20, “Segment Data,” for further discussion of the Company’s reportable segments.

The liabilities related to these costs were substantially paid as of January 30, 2022.

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18.    NET INCOME (LOSS) PER COMMON SHARE

The Company computed its basic and diluted net income (loss) per common share as follows:
(In millions, except per share data)202220212020
Net income (loss) attributable to PVH Corp.$200.4 $952.3 $(1,136.1)
Weighted average common shares outstanding for basic net income (loss) per common share65.7 70.8 71.2 
Weighted average impact of dilutive securities0.5 1.1 — 
Total shares for diluted net income (loss) per common share66.2 71.9 71.2 
Basic net income (loss) per common share attributable to PVH Corp.$3.05 $13.45 $(15.96)
Diluted net income (loss) per common share attributable to PVH Corp.$3.03 $13.25 $(15.96)
(In millions, except per share data)2019 2018 2017
Net income attributable to PVH Corp.$417.3
 $746.4
 $537.8
      
Weighted average common shares outstanding for basic net income per common share74.2
 76.5
 77.6
Weighted average impact of dilutive securities0.4
 0.8
 1.0
Total shares for diluted net income per common share74.6
 77.3
 78.6
      
Basic net income per common share attributable to PVH Corp.$5.63
 $9.75
 $6.93
      
Diluted net income per common share attributable to PVH Corp.$5.60
 $9.65
 $6.84


Potentially dilutive securities excluded from the calculation of diluted net income (loss) per common share as the effect would be anti-dilutive were as follows:
(In millions)202220212020
Weighted average potentially dilutive securities1.4 0.7 2.4 
(In millions)2019 2018 2017
Weighted average potentially dilutive securities1.1
 0.4
 0.5


Diluted net loss per common share attributable to PVH Corp. for the year ended January 31, 2021 excluded all potentially dilutive securities because there was a net loss attributable to PVH Corp. for the period and, as such, the inclusion of these securities would have been anti-dilutive.

Shares underlying contingently issuable awards that have not met the necessary conditions as of the end of a reporting period are not included in the calculation of diluted net income (loss) per common share for that period. The Company had contingently issuable PSU awards outstanding that did not meet the performance conditions as of February 2, 2020, February 3, 2019January 29, 2023, January 30, 2022 and February 4, 2018January 31, 2021 and, therefore, were excluded from the calculation of diluted net income (loss) per common share for each applicable year. The maximum number of potentially dilutive shares that could be issued upon vesting for such awards was 0.3 million, 0.3 million and 0.10.2 million as of February 2, 2020, February 3, 2019January 29, 2023, January 30, 2022 and February 4, 2018, respectively.January 31, 2021. These amounts were also excluded from the computation of weighted average potentially dilutive securities in the table above.


20.    NONCASH INVESTING AND FINANCING TRANSACTIONS

19.    SUPPLEMENTAL CASH FLOW INFORMATION

Omitted from the Company’s Consolidated Statement of Cash Flows for 20192022 were capital expenditures related to property, plant and equipment of $39.5$39.4 million, which will not be paid until 2020.2023. The Company paid $43.7$45.9 million in cash during 20192022 related to property, plant and equipment that was acquired in 2018.2021. This amount was omitted from the Company’s Consolidated Statement of Cash Flows for 2018.2021. The Company paid $41.9$32.1 million in cash during 20182021 related to property, plant and equipment that was acquired in 2017.2020. This amount was omitted from the Company’s Consolidated Statement of Cash Flows for 2017.2020.



    The Company completed the Australia acquisition during 2019. Omitted from the Company’s Consolidated Statement of Cash Flows for 2019 was the following noncash acquisition consideration: (i) the issuance to key members of Gazal and PVH Australia management of approximately 6% of the outstanding shares in the subsidiary of the Company that holds 100% of the ownership interests in the Australia business, for which the Company recognized a $26.2 million liability on the date of the acquisition and (ii) the elimination of a $2.2 million pre-acquisition receivable owed to the Company by PVH Australia. In connection with the acquisition, the Company also remeasured its previously held equity investments in Gazal and PVH Australia to fair value, resulting in noncash increases of $23.6 million and $89.5 million, respectively, to these equity investment balances. Subsequent to the acquisition, the Company recorded a loss of $8.6 million during 2019 resulting from the remeasurement of the liability for the 6% interest issued to key members of Gazal and PVH Australia management to its redemption value as of February 2, 2020. The liability was $33.8 million as of February 2, 2020 based on exchange rates in effect on that date.

Omitted from acquisition of treasury shares in the Company’s Consolidated StatementsStatement of Cash Flows for 2019 and 2017 were $0.52021 was $6.0 million and $1.5 million, respectively, of shares repurchased under the stock repurchase program for which the trades occurred but remained unsettled as of the end of the respective periods.period.

The Company recorded a loss of $1.7$1.3 million during 20192022 to write-off previously capitalized debt issuance costs in connection with the refinancing of its senior credit facilities.

Omitted from purchases of property, plant and equipment in the Company’s Consolidated Statements of Cash Flows for 2018 and 2017 were $6.0 million and $3.6 million, respectively, of assets acquired through finance leases. Please see Note 17, “Leases,” for supplemental noncash transactions information related to finance leases during 2019.

The Company completed the acquisition of the GeoffreyBeene tradename during 2018. Omitted from acquisitions, net of cash acquired in the Company’s Consolidated Statement of Cash Flows for 2018 was $0.7 million of acquisition consideration related to royalties prepaid to Geoffrey Beene by the Company under the prior license agreement and $0.4 million of liabilities assumed by the Company.

The Company recorded a loss of $8.1 million during 2017 to write-off previously capitalized debt issuance costs in connection with the early redemption of its 4 1/2% senior notes due 2022.

21.20.    SEGMENT DATA

The Company manages its operations through its operating divisions, which are presented as 6its reportable segments: (i) Tommy Hilfiger North America; (ii) Tommy Hilfiger International; (iii) Calvin Klein North America; (iv) Calvin Klein International; (v) Heritage Brands Wholesale; and, (vi) through the second quarter of 2021, Heritage Brands Retail. The Company’s Heritage Brands Retail segment has ceased operations.

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Tommy Hilfiger North America Segment - This segment consists of the Company’s Tommy Hilfiger North America division. This segment derives revenue principally from (i) marketing TOMMY HILFIGER branded apparel and related products at wholesale in the United States and Canada, primarily to department stores warehouse clubs, and off-price and independent retailers, as well as digital commerce sites operated by department store customers and pure play digital commerce retailers; (ii) operating retail stores, which are primarily located in premium outlet centers in the United States and Canada, and a digital commerce site in the United States, which sellsells TOMMY HILFIGER branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the TOMMY HILFIGER brand names for a broad arrayrange of product categories in North America. This segment also includes the Company’s proportionate share of the net income or loss of its investmentinvestments in its unconsolidated foreign affiliate in Mexico relating to the affiliate’s Tommy Hilfiger business and since December 2019, the Company’s proportionate share of the net income or loss of its investment in its unconsolidated PVH Legwear affiliate relating to theeach affiliate’s Tommy Hilfiger business.

Tommy Hilfiger International Segment - This segment consists of the Company’s Tommy Hilfiger International division. This segment derives revenue principally from (i) marketing TOMMY HILFIGER branded apparel and related products at wholesale principally in Europe, Asia and since May 31, 2019, Australia, primarily to department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees; (ii) operating retail stores, concession locations and digital commerce sites in Europe, Asia (including the TH CSAP acquisition) and since May 31, 2019, Australia, which sell TOMMY HILFIGER


branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the TOMMY HILFIGER brand names for a broad arrayrange of product categories outside of North America. This segment also includes the Company’s proportionate share of the net income or loss of its investments in its unconsolidated Tommy Hilfiger foreign affiliatesaffiliate in Brazil and India. This segment included the Company’s proportionate share of the net income or loss of its investmentunconsolidated affiliate in PVH AustraliaIndia relating to itseach affiliate’s Tommy Hilfiger business until May 31, 2019, on which date the Company completed the Australia acquisition and began to consolidate the operations of PVH Australia into its financial statements. Please see Note 3, “Acquisitions,” for further discussion.business.

Calvin Klein North America Segment - This segment consists of the Company’s Calvin Klein North America division. This segment derives revenue principally from (i) marketing CALVIN KLEINCalvin Klein branded apparel and related products at wholesale in the United States and Canada, primarily to warehouse clubs, department and specialty stores, and off-price and independent retailers, as well as digital commerce sites operated by department store customers and pure play digital commerce retailers; (ii) operating retail stores, which are primarily located in premium outlet centers and digital commerce sites in the United States and Canada, and a digital commerce site in the United States, which sellsells CALVIN KLEINCalvin Klein branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the CALVIN KLEINCalvin Klein brand names for a broad arrayrange of product categories in North America. This segment also includes the Company’s proportionate share of the net income or loss of its investmentinvestments in its unconsolidated foreign affiliate in Mexico relating to the affiliate’s Calvin Klein business and since December 2019, the Company’s proportionate share of the net income or loss of its investment in its unconsolidated PVH Legwear affiliate relating to theeach affiliate’s Calvin Klein business.

Calvin Klein International Segment - This segment consists of the Company’s Calvin Klein International division. This segment derives revenue principally from (i) marketing CALVIN KLEINCalvin Klein branded apparel and related products at wholesale principally in Europe, Asia, Brazil and since May 31, 2019, Australia, primarily to department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees; (ii) operating retail stores, concession locations and digital commerce sites in Europe, Asia, Brazil and since May 31, 2019, Australia, which sell CALVIN KLEINCalvin Klein branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the CALVIN KLEINCalvin Klein brand names for a broad arrayrange of product categories outside of North America. This segment also includes the Company’s proportionate share of the net income or loss of its investment in its unconsolidated affiliate in India relating to the affiliate’s Calvin Klein foreign affiliate in India. This segment included the Company’s proportionate share of the net income or loss of its investment in PVH Australia relating to its Calvin Klein business until May 31, 2019, on which date the Company completed the Australia acquisition and began to consolidate the operations of PVH Australia into its financial statements. Please see Note 3, “Acquisitions,” for further discussion.business.

Heritage Brands Wholesale Segment - This segment consists of the Company’s Heritage Brands Wholesale division. This segment derives revenue primarily from the marketing to department, chain and specialty stores, warehouse clubs, and mass market, off-price and independentoff-price retailers (in stores and online), as well as pure play digital commerce retailers primarily in North America of (i) women’s intimate apparel under the Warner’s, Olga and True&Co. brands; (ii) men’s underwear under the Nike brand, which is licensed, (iii) men’s dress shirts and neckwear under the Van Heusen brand, as well as under various owned and licensed brand names, including several private label brands; (ii)names; (iv) men’s sportswear, bottoms and outerwear principally under the brand names Van Heusen, IZOD and ARROW ; (iii) women’s intimate apparel undertrademarks until August 2, 2021, when the Warner’s, Olga Company completed the Heritage Brands transaction, and True&Co. brand; and (iv) men’s, women’s and children’s(v) swimwear pool and deck footwear, and swim-related products and accessories under the Speedo trademark. On January 9,trademark until April 6, 2020, when the Company entered into a definitive agreement to sellcompleted the sale of its Speedo North America business to Pentland. ThePlease see Note 3, “Acquisitions and Divestitures,” for further discussion of the Speedo transaction is expected to close in the first quarter of 2020, subject to customary closing conditions.and Heritage Brands transactions. This segment also derivesderived revenue from Company operated digital commerce sites in the United States for Van Heusen and IZOD, which ceased operations during the third quarter of 2021 in connection with the Heritage Brands transaction, and until April 6, 2020 for Speedo, True&Co., Van Heusen, and IZOD, as well as the Company’s styleBureau.com site. In addition, since May 31, 2019, this This segment derives revenue from the Heritage Brands business in Australia. As well, this segmentalso includes the Company’s proportionate share of the net income or loss of its investmentinvestments in its unconsolidated foreign affiliate in Mexico relating to the affiliate’s Heritage Brands business and since December 2019, the Company’s proportionate share of the net income or loss of its investment in its unconsolidated PVH Legwear affiliate relating to theeach affiliate’s Heritage Brands business. This segment included the Company’s proportionate share of the net income or loss of its investment in PVH Australia relating to its Heritage Brands business until May 31, 2019, on which date the Company completed the Australia acquisitionunder various owned and began to consolidate the operations of PVH Australia into its financial statements. Please see Note 3, “Acquisitions,” for further discussion.licensed brand names.


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Heritage Brands Retail Segment - This segment consistsconsisted of the Company’s Heritage Brands Retail division. This segment derivesderived revenue principally from operating retail stores, primarily located in outlet centers throughout the United States and Canada through which primarily sell the Company marketed a selection of Van Heusen, IZOD and Warner’s apparel, accessories and related products directly to consumers. AllThe Company announced in July 2020 a plan to exit its Heritage Brands Retail business, which was substantially completed in the second quarter of 2021. As a result, the Company’s Heritage Brands stores offer a broad selection of Van Heusen men’s and women’s apparel, along with various of the Company’s dress shirt and neckwear offerings, and IZOD and Warner’s products. The majority of these stores feature multiple brand names on the store signage, with the remaining stores operating under the Van Heusen name.Retail segment has ceased operations. Please see Note 17, “Exit Activity Costs,” for further discussion.




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The Company’s revenue by segment was as follows:
(In millions)2022(1)(2)2021(1)(2)2020(1)(2)
Revenue – Tommy Hilfiger North America   
Net sales$1,185.0 $1,086.0 $901.2 
Royalty revenue86.0 79.0 53.7 
Advertising and other revenue21.7 19.8 13.9 
Total1,292.7 1,184.8 968.8 
Revenue – Tommy Hilfiger International   
Net sales3,282.1 3,446.6 2,615.6 
Royalty revenue61.9 56.8 40.1 
Advertising and other revenue20.7 15.5 11.9 
Total3,364.7 3,518.9 2,667.6 
Revenue – Calvin Klein North America   
Net sales1,205.6 1,129.5 826.8 
Royalty revenue170.1 145.6 99.8 
Advertising and other revenue54.7 46.6 29.0 
Total1,430.4 1,321.7 955.6 
Revenue – Calvin Klein International   
Net sales2,290.3 2,283.1 1,614.6 
Royalty revenue53.1 48.3 52.2 
Advertising and other revenue9.6 7.2 15.9 
Total2,353.0 2,338.6 1,682.7 
Revenue – Heritage Brands Wholesale   
Net sales581.9 702.9 703.1 
Royalty revenue0.9 10.4 12.3 
Advertising and other revenue0.6 1.8 2.5 
Total583.4 715.1 717.9 
Revenue – Heritage Brands Retail   
Net sales— 75.6 137.4 
Royalty revenue— — 2.3 
Advertising and other revenue— — 0.3 
Total— 75.6 140.0 
Total Revenue   
Net sales8,544.9 8,723.7 6,798.7 
Royalty revenue372.0 340.1 260.4 
Advertising and other revenue107.3 90.9 73.5 
Total(3)
$9,024.2 $9,154.7 $7,132.6 
(In millions) 2019
(1) 
2018
(1) 
2017
(1) 
Revenue – Tommy Hilfiger North America  
  
  
 
Net sales $1,540.2
 $1,574.3
 $1,482.2
 
Royalty revenue 84.1
 76.2
 68.9
 
Advertising and other revenue 23.6
 18.7
 16.7
 
Total 1,647.9
 1,669.2
 1,567.8
 
        
Revenue – Tommy Hilfiger International  
  
  
 
Net sales 2,994.2
 2,599.7
 2,268.0
 
Royalty revenue 49.8
 52.7
 47.8
 
Advertising and other revenue 19.8
 22.9
 9.6
 
Total 3,063.8
 2,675.3
 2,325.4
 
        
Revenue – Calvin Klein North America       
Net sales 1,467.0
 1,599.9
 1,511.3
 
Royalty revenue 148.9
 143.6
 146.4
 
Advertising and other revenue 53.8
 49.8
 50.1
 
Total 1,669.7
 1,793.3
 1,707.8
 
        
Revenue – Calvin Klein International  
  
  
 
Net sales 1,896.7
 1,827.9
 1,645.0
 
Royalty revenue 74.1
 78.9
 80.0
 
Advertising and other revenue 27.3
 31.1
 28.8
 
Total 1,998.1
 1,937.9
 1,753.8
 
        
Revenue – Heritage Brands Wholesale  
  
  
 
Net sales 1,248.5
 1,293.2
 1,274.4
 
Royalty revenue 19.2
 20.5
 19.5
 
Advertising and other revenue 4.2
 3.7
 3.5
 
Total 1,271.9
 1,317.4
 1,297.4
 
        
Revenue – Heritage Brands Retail  
  
  
 
Net sales 253.4
 259.2
 258.5
 
Royalty revenue 3.8
 4.0
 3.7
 
Advertising and other revenue 0.4
 0.5
 0.4
 
Total 257.6
 263.7
 262.6
 
        
Total Revenue  
  
  
 
Net sales 9,400.0
 9,154.2
 8,439.4
 
Royalty revenue 379.9
 375.9
 366.3
 
Advertising and other revenue 129.1
 126.7
 109.1
 
Total(2)
 $9,909.0
 $9,656.8
 $8,914.8
 
(1)    
(1)Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
    
(2)
(2)    Revenue in 2020 was significantly negatively impacted by the COVID-19 pandemic, including as a result of reduced traffic and consumer spending trends, and temporary store closures for varying periods of time throughout the year. The Company’s wholesale customers and licensing partners also experienced significant business disruptions as a result of the pandemic, resulting in a decrease in the Company’s revenue from these channels. Revenue in 2021 and 2022 continued to be negatively impacted by the pandemic and related supply chain and logistics disruptions, although to a much lesser extent than in 2020.

(3)No single customer accounted for more than 10% of the Company’s revenue in 2022, 2021 or 2020.
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No single customer accounted for more than 10% of the Company’s revenue in 2019, 2018 or 2017.



The Company’s revenue by distribution channel was as follows:
(In millions)2022(1)(2)2021(1)(2)2020(1)(2)
Wholesale net sales$4,704.0 $4,860.9 $3,534.8 
Owned and operated retail stores3,118.2 3,087.1 2,586.5 
Owned and operated digital commerce sites722.7 775.7 677.4 
Retail net sales3,840.9 3,862.8 3,263.9 
Net sales8,544.9 8,723.7 6,798.7 
Royalty revenue372.0 340.1 260.4 
Advertising and other revenue107.3 90.9 73.5 
Total$9,024.2 $9,154.7 $7,132.6 
(In millions)2019 2018 2017
Wholesale net sales$5,066.9
 $4,969.6
 $4,504.3
Retail net sales4,333.1
 4,184.6
 3,935.1
Net sales9,400.0
 9,154.2
 8,439.4
      
Royalty revenue379.9
 375.9
 366.3
Advertising and other revenue129.1
 126.7
 109.1
Total$9,909.0
 $9,656.8
 $8,914.8
(1)    Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
(2)    Revenue in 2020 was significantly negatively impacted by the COVID-19 pandemic, including as a result of reduced traffic and consumer spending trends, and temporary store closures for varying periods of time throughout the year. The Company’s wholesale customers and licensing partners also experienced significant business disruptions as a result of the pandemic, resulting in a decrease in the Company’s revenue from these channels. Revenue in 2021 and 2022 continued to be negatively impacted by the pandemic and related supply chain and logistics disruptions, although to a much lesser extent than in 2020.

The Company has not disclosed net sales by product category as it is impracticable to do so.
    
The Company’s income (loss) before interest and taxes by segment was as follows:
(In millions)2022(1)2021(1)2020(1)(2)
(Loss) income before interest and taxes – Tommy Hilfiger North America$(175.4)(4)(5)$21.2 (8)$(130.5)(11)(12)
Income before interest and taxes – Tommy Hilfiger International514.8 (5)(6)654.2 (8)259.5 (12)
(Loss) income before interest and taxes – Calvin Klein North America(81.9)(4)(5)78.0 (8)(384.5)(11)(12)(13)
Income (loss) before interest and taxes – Calvin Klein International252.6 (4)(5)(6)377.6 (8)(280.0)(12)(13)
Income (loss) before interest and taxes – Heritage Brands Wholesale47.4 (5)160.9 (9)(312.5)(11)(13)
Loss before interest and taxes – Heritage Brands Retail— (33.9)(10)(93.4)(10)(12)
Loss before interest and taxes – Corporate(3)
(86.8)(5)(7)(181.1)(8)(130.3)(11)(14)
Income (loss) before interest and taxes$470.7  $1,076.9 $(1,071.7) 
(In millions)2019 
(1) 
 2018 
(1) 
 2017 
(1) 
Income before interest and taxes – Tommy Hilfiger North America$93.5
 
(3)(4) 
 $233.8
   $97.0
 
(12)(13)(14) 
            
Income before interest and taxes – Tommy Hilfiger International468.2
 
(5) 
 377.1
 
(10) 
 221.5
 
(10)(12)(13) 
            
Income before interest and taxes – Calvin Klein North America99.8
 
(3)(6) 
 166.7
 
(11) 
 184.0
  
            
Income before interest and taxes – Calvin Klein International153.3
 
(3)(5)(6) 
 211.5
 
(11) 
 226.5
  
            
(Loss) Income before interest and taxes – Heritage Brands Wholesale(84.9) 
(5)(7) 
 83.3
   96.7
  
            
Income before interest and taxes – Heritage Brands Retail3.0
   7.4
   7.6
  
            
Loss before interest and taxes – Corporate(2)
(174.2) 
(5)(8)(9) 
 (188.1)   (200.9) 
(15)(16) 
            
Income before interest and taxes$558.7
 
  
 $891.7
   $632.4
 
  


(1)(1)Income (loss) before interest and taxes was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
Income (loss) before interest and taxes was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
(2)
Includes corporate expenses not allocated to any reportable segments, the Company’s proportionate share of the net income or loss of its investments in Gazal (prior to the Australia acquisition closing) and Karl Lagerfeld, and the results of PVH Ethiopia. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance, information technology related to corporate infrastructure, certain digital investments, certain corporate responsibility initiatives, actuarial gains and losses on the Company’s Pension Plans, SERP Plans and Postretirement Plans, and gains and losses from changes in the fair value of foreign currency option contracts. Actuarial losses on the Company’s Pension Plans, SERP Plans and Postretirement Plans totaled $97.8 million, $15.0 million and $2.5 million in 2019, 2018 and 2017, respectively.
(3)
Income before interest and taxes for 2019 included costs of $59.8 million in connection with agreements the Company entered into in 2019 to terminate early the licenses for the global Calvin Klein and Tommy Hilfiger North America socks and hosiery businesses (the “Socks and Hosiery transaction”) in order to consolidate the socks and hosiery businesses for all Company brands in North America in a newly formed joint venture, PVH Legwear, which began operations in December 2019, and to bring in-house the international Calvin Klein socks and hosiery wholesale businesses. Such costs were included in the Company’s segments as follows: $7.5 million in Tommy Hilfiger North America, $25.5 million in Calvin Klein North America and $26.8 million in Calvin Klein International.
(4)
Income before interest and taxes for 2019 included costs of $54.9 million incurred in connection with the TH U.S. store closures, primarily consisting of noncash lease asset impairments. Please see Note 12, “Fair Value Measurements,” for further discussion.


(5)(2)Loss before interest and taxes in 2020 was significantly adversely impacted by the COVID-19 pandemic, including as a result of the unprecedented material decline in revenue noted above. As well, loss before interest and taxes in 2020 was significantly adversely impacted by $1.0 billion of noncash impairment charges related to goodwill, tradenames, and other intangible assets, store assets and an equity method investment resulting from the significant adverse impacts of the COVID-19 pandemic on the Company’s business. Please see notes (12), (13) and (14) below for further discussion.
Income (loss) before interest and taxes for 2019 included costs of $19.3 million in connection with the Australia and TH CSAP acquisitions, primarily consisting of noncash valuation adjustments, and one-time costs of $2.1 million recorded on the Company’s equity investments in Gazal and PVH Australia prior to the Australia acquisition closing. Such costs were included in the Company’s segments as follows: $11.1 million in Tommy Hilfiger International, $6.0 million in Calvin Klein International, $1.8 million in Heritage Brands Wholesale and $2.5 million in corporate expenses not allocated to any reportable segments. Please see Note 3, “Acquisitions,” for further discussion.
(6)
Income before interest and taxes for 2019 included costs of $102.9 million incurred in connection with the Calvin Klein restructuring. Such costs were included in the Company’s segments as follows: $66.0 million in Calvin Klein North America and $36.9 million in Calvin Klein International. Please see Note 18, “Exit Activity Costs,” for further discussion.
(7)
Loss before interest and taxes for 2019 included a noncash loss of $142.0 million in connection with the Speedo transaction. Please see Note 4, “Assets Held For Sale,” for further discussion.
(8)
Loss before interest and taxes for 2019 included a noncash gain of $113.1 million to write up the Company’s equity investments in Gazal and PVH Australia to fair value in connection with the Australia acquisition. Please see Note 3, “Acquisitions,” for further discussion.
(9)
Loss before interest and taxes for 2019 included costs of $6.2 million related to the refinancing of the Company’s senior credit facilities. Please see Note 9, “Debt,” for further discussion.
(10)
Income before interest and taxes for 2018 and 2017 included costs of $23.6 million and $26.9 million, respectively, associated with the TH China acquisition, primarily consisting of noncash amortization of short-lived assets.
(11)
Income before interest and taxes for 2018 included costs of $40.7 million incurred in connection with the Calvin Klein restructuring. Such costs were included in the Company’s segments as follows: $18.9 million in Calvin Klein North America and $21.8 million in Calvin Klein International. Please see Note 18, “Exit Activity Costs,” for further discussion.
(12)
Income before interest and taxes for 2017 included costs of $82.9 million incurred in connection with an amendment to Mr. Tommy Hilfiger’s employment agreement pursuant to which the Company made a cash buyout of a portion of the future payments to Mr. Hilfiger (the “Mr. Hilfiger amendment”). Such costs were included in the Company’s segments as follows: $34.7 million in Tommy Hilfiger North America and $48.2 million in Tommy Hilfiger International.
(13)
Income before interest and taxes for 2017 included costs of $54.2 million associated with the agreements to restructure the Company’s supply chain relationship with Li & Fung Trading Limited (“Li & Fung”), under which the Company terminated its non-exclusive buying agency agreement with Li & Fung in 2017 (the “Li & Fung termination”). Such costs were included in the Company’s segments as follows: $31.3 million in Tommy Hilfiger North America and $22.9 million in Tommy Hilfiger International.
(14)
Income before interest and taxes for 2017 included costs of $19.2 million associated with the relocation of the Tommy Hilfiger office in New York, including noncash depreciation expense.
(15)
Loss before interest and taxes for 2017 included costs of $23.9 million related to the early redemption of the Company’s $700 million 4 1/2% senior notes due 2022. Please see Note 9, “Debt,” for further discussion.
(16)
Loss before interest and taxes for 2017 included costs of $9.4 million related to the noncash settlement of certain of the Company’s benefit obligations related to its Pension Plans as a result of an annuity purchased for certain participants, under which such obligations were transferred to an insurer. Please see Note 13, “Retirement and Benefit Plans,” for further discussion.

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(3)Includes corporate expenses not allocated to any reportable segments, the results of PVH Ethiopia (through the closure of the Ethiopia factory in the fourth quarter of 2021) and the Company’s proportionate share of the net income or loss of its investment in Karl Lagerfeld prior to the closing of the Karl Lagerfeld transaction in the second quarter of 2022. Please see Note 5, “Investments in Unconsolidated Affiliates,” for further discussion of the Company’s investment in Karl Lagerfeld and Note 6, “Redeemable Non-Controlling Interest,” for further discussion of PVH Ethiopia. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance, information technology related to corporate infrastructure, certain digital investments, certain corporate responsibility initiatives, certain global strategic initiatives and actuarial gains and losses on the Company’s Pension Plans, SERP Plans and Postretirement Plans. Actuarial gains on the Company’s Pension Plans, SERP Plans and Postretirement Plans totaled $78.4 million, $48.7 million and $64.5 million in 2022, 2021 and 2020, respectively.
(4)(Loss) income before interest and taxes for 2022 included a noncash goodwill impairment charge of $417.1 million. The $417.1 million goodwill impairment charge was included in the Company’s segments as follows: $177.2 million in Tommy Hilfiger North America, $162.6 million in Calvin Klein North America and $77.3 million in Calvin Klein International. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.
(5)(Loss) income before interest and taxes for 2022 included costs of $20.2 million incurred related to the cost savings initiative described in Note 17, “Exit Activity Costs,” consisting of severance. Such costs were included in the Company’s segments as follows: $4.7 million in Tommy Hilfiger North America, $2.5 million in Tommy Hilfiger International, $4.6 million in Calvin Klein North America, $3.5 million in Calvin Klein International, $2.6 million in Heritage Brands Wholesale and $2.3 in corporate expenses not allocated to any reportable segments. Please see Note 17, “Exit Activity Costs,” for further discussion.
(6)Income before interest and taxes for 2022 included net costs of $43.0 million incurred in connection with the Company’s decision to exit from its Russia business, principally consisting of noncash asset impairments. Such costs were included in the Company’s segments as follows: $31.6 million in Tommy Hilfiger International and $11.4 million in Calvin Klein International. Please see Note 17, “Exit Activity Costs,” for further discussion.
(7)Loss before interest and taxes for 2022 included a gain of $16.1 million in connection with the Karl Lagerfeld transaction. Please see Note 5, “Investments in Unconsolidated Affiliates,” for further discussion.
(8)Income (loss) before interest and taxes for 2021 included costs of $47.6 million incurred in connection with actions to streamline the Company’s organization through reductions in its workforce, primarily in certain international markets, and to reduce its real estate footprint, including reductions in office space and select store closures, consisting of noncash asset impairments, severance, and contract termination and other costs. Such costs were included in the Company’s segments as follows: $1.7 million in Tommy Hilfiger North America, $8.9 million in Tommy Hilfiger International, $2.1 million in Calvin Klein North America, $6.4 million in Calvin Klein International and $28.5 million in corporate expenses not allocated to any reportable segments. Please see Note 17, “Exit Activity Costs,” for further discussion.
(9)Income before interest and taxes for 2021 included an aggregate net gain of $113.4 million in connection with the Heritage Brands transaction, consisting of (i) a $118.9 million gain, including a gain on the sale, less costs to sell, and a net gain on the Company’s retirement plans associated with the transaction, partially offset by (ii) $5.5 million of severance costs. Please see Note 3, “Acquisitions and Divestitures,” for further discussion.
(10)Loss before interest and taxes for 2021 and 2020 included costs and operating losses, as well as noncash asset impairments in 2020, associated with the wind down of the Heritage Brands Retail business that was completed in 2021. Please see Note 17, “Exit Activity Costs,” for further discussion.
(11)Loss before interest and taxes for 2020 included costs of $39.7 million incurred in connection with the North America workforce reduction, primarily consisting of severance. Such costs were included in the Company’s segments as follows: $10.9 million in Tommy Hilfiger North America, $10.5 million in Calvin Klein North America, $12.5 million in Heritage Brands Wholesale, and $5.8 million in corporate expenses not allocated to any reportable segments. Please see Note 17, “Exit Activity Costs,” for further discussion.
(12)(Loss) income before interest and taxes for 2020 included noncash impairment charges of $74.7 million related to the Company’s store assets. The $74.7 million of impairment charges were included in the Company’s segments as follows: $6.0 million in Tommy Hilfiger North America, $30.0 million in Tommy Hilfiger International, $14.2 million in Calvin Klein North America, $20.7 million in Calvin Klein International and $3.8 million in Heritage Brands Retail. Please see Note 11, “Fair Value Measurements,” for further discussion.
(13)Loss before interest and taxes for 2020 included noncash impairment charges of $933.5 million, primarily related to goodwill, tradenames and other intangible assets. The $933.5 million of impairment charges were included in the
F-62



Company’s segments as follows: $289.9 million in Calvin Klein North America, $394.0 million in Calvin Klein International and $249.6 million in Heritage Brands Wholesale. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.
(14)Loss before interest and taxes for 2020 included a noncash impairment charge of $12.3 million related to the Company’s equity method investment in Karl Lagerfeld. Please see Note 5, “Investments in Unconsolidated Affiliates,” for further discussion.

Intersegment transactions, which primarily consist of transfers of inventory, principally from the Heritage Brands Wholesale segment to the Heritage Brands Retail segment, the Tommy Hilfiger North America segment and the Calvin Klein North America segment. These transfers are recorded at cost plus a standard markup percentage. Such markup percentage on ending inventory is eliminated principally in the Heritage Brands Retail segment, the Tommy Hilfiger North America segment and the Calvin Klein North America Segment.not material.


The Company’s identifiable assets, depreciation and amortization, and identifiable capital expenditures by segment were as follows:
(In millions)202220212020
Identifiable Assets(1)(2)
   
Tommy Hilfiger North America$1,296.3 $1,409.8 $1,447.9 
Tommy Hilfiger International4,875.4 4,913.2 5,295.3 
Calvin Klein North America1,527.2 1,609.8 1,522.6 
Calvin Klein International3,099.7 3,164.0 3,016.8 
Heritage Brands Wholesale(3)
410.4 420.0 547.9 
Heritage Brands Retail(4)
— — 74.2 
Corporate(5)
559.3 880.0 1,388.8 
Total$11,768.3 $12,396.8 $13,293.5 
Depreciation and Amortization   
Tommy Hilfiger North America$30.5 $32.5 $38.1 
Tommy Hilfiger International125.0 130.2 131.8 
Calvin Klein North America29.6 31.6 30.8 
Calvin Klein International94.3 94.9 97.0 
Heritage Brands Wholesale10.7 11.2 11.5 
Heritage Brands Retail— 0.3 3.5 
Corporate11.4 12.6 13.1 
Total$301.5 $313.3 $325.8 
Identifiable Capital Expenditures(6)
   
Tommy Hilfiger North America$14.5 $19.2 $21.7 
Tommy Hilfiger International140.9 138.4 100.6 
Calvin Klein North America14.4 22.6 18.7 
Calvin Klein International103.7 85.7 54.2 
Heritage Brands Wholesale6.6 10.9 14.9 
Heritage Brands Retail— — 0.7 
Corporate3.5 4.9 8.4 
Total$283.6 $281.7 $219.2 

(1)Identifiable assets included the impact of changes in foreign currency exchange rates.
(2)Identifiable assets in 2022 included a reduction of $417.1 million related to the noncash goodwill impairment. Please see Note 7, “Goodwill and Other Intangible Assets,” for further discussion.
(3)Identifiable assets in 2021 included a reduction of $99.4 million related to the Heritage Brands transaction. Please see Note 3, “Acquisitions and Divestitures,” for further discussion.
(4)As a result of the exit from the Heritage Brands Retail business in 2021, the Company’s Heritage Brands Retail segment has ceased operations.
(5)The changes in Corporate identifiable assets in 2022 and 2021 were primarily due to changes in cash and cash equivalents.
F-63



(In millions) 2019 2018 2017 
Identifiable Assets(1)(2)(3)
       
Tommy Hilfiger North America $1,599.0
 $1,330.5
 $1,276.5
 
Tommy Hilfiger International 4,888.6
 3,949.3
 4,047.3
 
Calvin Klein North America 1,932.3
 1,817.9
 1,836.9
 
Calvin Klein International 3,428.9
 3,114.9
 3,138.0
 
Heritage Brands Wholesale 1,075.3
 1,178.1
 1,123.5
 
Heritage Brands Retail 128.4
 86.6
 81.6
 
Corporate 578.5
 386.4
 381.9
 
Total $13,631.0
 $11,863.7
 $11,885.7
 
Depreciation and Amortization  
  
  
 
Tommy Hilfiger North America $40.6
 $37.9
 $45.1
 
Tommy Hilfiger International(4)
 119.7
 133.9
 124.5
 
Calvin Klein North America 38.6
 41.5
 43.8
 
Calvin Klein International 91.9
 90.6
 83.1
 
Heritage Brands Wholesale 15.1
 14.9
 14.3
 
Heritage Brands Retail 6.2
 5.6
 5.3
 
Corporate 11.7
 10.4
 8.8
 
Total $323.8
 $334.8
 $324.9
 
Identifiable Capital Expenditures(5)
  
  
  
 
Tommy Hilfiger North America (6)
 $41.7
 $56.1
 $82.0
 
Tommy Hilfiger International 139.6
 143.9
 126.7
 
Calvin Klein North America 30.3
 36.0
 36.8
 
Calvin Klein International 83.3
 102.7
 96.6
 
Heritage Brands Wholesale 18.6
 15.8
 8.0
 
Heritage Brands Retail 6.5
 8.5
 4.2
 
Corporate 21.0
 18.3
 10.1
 
Total $341.0
 $381.3
 $364.4
 
(6)Capital expenditures in 2022 included $39.4 million of accruals that will not be paid until 2023. Capital expenditures in 2021 included $45.9 million of accruals that were not paid until 2022. Capital expenditures in 2020 included $32.1 million of accruals that were not paid until 2021.

(1)
Identifiable assets included the impact of changes in foreign currency exchange rates.
(2)
Identifiable assets include the impact related to the adoption of accounting guidance for leases in 2019 using the modified retrospective approach applied as of the period of adoption with a cumulative-effect adjustment to opening retained earnings and as such, prior periods have not been restated. Upon adoption, the Company (i) recognized operating lease right-of-use assets of $1.7 billion and lease liabilities of $1.9 billion, (ii) recorded a cumulative-effect adjustment to retained earnings of $3.1 million and (iii) recorded other reclassification adjustments within its Consolidated Balance Sheet related to, among other things, deferred rent. Please see Note 17, “Leases,” for further discussion.
(3)
Identifiable assets in 2019 included the impact of the Australia acquisition. Please see Note 3, “Acquisitions,” for a further discussion.
(4)
Depreciation and amortization in 2018 and 2017 included $24.6 million and $26.8 million, respectively, related to the amortization of intangible assets recorded in connection with the TH China acquisition, which became fully amortized in 2018.
(5)
Capital expenditures in 2019 included $39.5 million of accruals that will not be paid until 2020. Capital expenditures in 2018 included $43.7 million of accruals that were not paid until 2019. Capital expenditures in 2017 included $41.9 million of accruals that were not paid until 2018.


(6)
Capital expenditures in 2017 included expenditures related to the relocation of the Company’s Tommy Hilfiger office in New York, New York.

Property, plant and equipment, net based on the location where such assets are held, was as follows:
(In millions)
2019 (1)
 
2018 (1)
 
2017 (1)
Domestic$525.8
 $500.5
 $449.2
Canada25.3
 28.8
 30.0
Europe375.6
 362.7
 325.5
Asia-Pacific(2)
87.6
 73.4
 73.8
Other foreign12.5
 19.1
 21.3
Total$1,026.8
 $984.5
 $899.8

(1)
Property, plant and equipment, net included the impact of changes in foreign currency exchange rates.
(2)
The Company completed the Australia acquisition in the second quarter of 2019. Please see Note 3, “Acquisitions,” for further discussion.

(In millions)
2022 (1)
2021 (1)
2020 (1)
Domestic$384.3 $429.0 $466.3 
Canada10.4 13.8 19.3 
Europe406.4 378.7 374.7 
Asia-Pacific101.1 82.8 73.8 
Other foreign1.8 1.8 8.6 
Total$904.0 $906.1 $942.7 

(1)Property, plant and equipment, net included the impact of changes in foreign currency exchange rates.

Revenue, based on location of origin, was as follows:
(In millions)
2022 (1)(2)
2021 (1)(2)
2020 (1)(2)
Domestic(3)
$2,854.9 $2,894.7 $2,460.0 
Canada(3)
347.6 313.3 262.2 
Europe4,204.0 4,392.3 3,154.3 
Asia-Pacific1,492.3 1,454.4 1,189.6 
Other foreign125.4 100.0 66.5 
Total$9,024.2 $9,154.7 $7,132.6 
(In millions)
2019 (1)
 
2018 (1)
 
2017 (1)
Domestic$4,275.0
 $4,481.3
 $4,290.1
Canada505.5
 528.8
 512.2
Europe3,657.3
 3,362.1
 2,907.2
Asia-Pacific(2)
1,353.4
 1,163.7
 1,059.3
Other foreign117.8
 120.9
 146.0
Total$9,909.0
 $9,656.8
 $8,914.8


(1)(1)Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
(2)
The Company completed the Australia acquisition in the second quarter of 2019. Please see Note 3, “Acquisitions,” for further discussion.
22.    GUARANTEES

(2)Revenue in 2020 was significantly negatively impacted by the COVID-19 pandemic, including as a result of reduced traffic and consumer spending trends, and temporary store closures for varying periods of time throughout the year. The Company is deemed to have guaranteed lease payments for substantially all G. H. Bass & Co. (“Bass”) retail stores includedCompany’s wholesale customers and licensing partners also experienced significant business disruptions as a result of the pandemic, resulting in a decrease in the 2013 sale of substantially all of the assets of the Company’s Bass business pursuant to the terms of noncancelable leases expiring on various dates through 2022. The obligations deemedrevenue from these channels. Revenue in 2021 and 2022 continued to be guaranteed include minimum rent paymentsnegatively impacted by the pandemic and relaterelated supply chain and logistics disruptions, although to leases that commenced prior toa much lesser extent than in 2020.
(3)Revenue in 2021 and 2022 was negatively impacted by the sale of the Bass assets. In certain instances, the Company’s obligations remain in effect when an option is exercised to extend the term of the lease. The maximum amount deemed to have been guaranteed for all leases as of February 2, 2020 was $3.4 millionHeritage Brands transaction and the Company has the right to seek recourseexit from the buyer of the Bass assets for the full amount. The liability for the guaranteed lease payments was immaterial as of February 2, 2020 and February 3, 2019.Heritage Brands Retail business.

21.    GUARANTEES

The Company has guaranteed a portion of the debt of one of its joint venturesventure in India. The maximum amount guaranteed as of February 2, 2020January 29, 2023 was approximately $11.2$9.1 million based on exchange rates in effect on that date. The guarantee is in effect for the entire term of the debt. The liability for this guarantee obligation was immaterial as of February 2, 2020January 29, 2023 and February 3, 2019January 30, 2022.

The Company has guaranteed to a financial institution the repayment of store security deposits in Japan paid to landlords on behalf of the Company. The amount guaranteed as of February 2, 2020January 29, 2023 was approximately $5.3$4.9 million based on exchange rates in effect on that date. The Company has the right to seek recourse from the landlords for the full amount. The guarantees


expire between 20222023 and 2025.2028. The liability for these guarantee obligations was immaterial as of February 2, 2020January 29, 2023 and February 3, 2019.January 30, 2022.

The Company has guaranteed the payment of amounts on behalf of certain other parties, none of which are material individually or in the aggregate.

F-64
23.



22.    OTHER COMMENTS

Included in accrued expenses in the Company’s Consolidated Balance Sheets were certain incentive compensation accruals of $41.1 million and $99.4 million as of February 2, 2020 and February 3, 2019, respectively.Asset Retirement Liabilities

The Company’s asset retirement liabilities are included in accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets and relate to the Company’s obligation to dismantle or remove leasehold improvements from leased office, retail store or warehouse locations at the end of a lease term in order to restore a facility to a condition specified in the lease agreement. The Company records the fair value of the liability for asset retirement obligations in the period in which it is legally or contractually incurred. Upon initial recognition of the asset retirement liability, an asset retirement cost is capitalized by increasing the carrying amount of the asset by the same amount as the liability. In periods subsequent to initial measurement, the asset retirement cost is recognized as expense through depreciation over the asset’s useful life. Changes in the liability for the asset retirement obligations are recognized for the passage of time and revisions to either the timing or the amount of estimated cash flows. Accretion expense is recognized in SG&A expenses for the impacts of increasing the discounted fair value to its estimated settlement value.

The following table presents the activity related to the Company’s asset retirement liabilities, included in accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets, for each of the last two years:
 (In millions)20222021
Balance at beginning of year$45.6 $45.4 
Liabilities incurred4.1 4.0 
Liabilities settled (payments)(5.6)(3.2)
Accretion expense0.6 0.4 
Revisions in estimated cash flows1.8 1.2 
Currency translation adjustment(1.8)(2.2)
Balance at end of year$44.7 $45.6 
 (In millions)2019 2018
Balance at beginning of year$32.3
 $27.1
Business acquisitions1.4
 
Liabilities incurred3.9
 7.4
Liabilities settled (payments)(2.2) (1.7)
Accretion expense0.4
 0.4
Revisions in estimated cash flows0.4
 (0.1)
Currency translation adjustment(0.5) (0.8)
Balance at end of year$35.7
 $32.3

Litigation

The Company is a party to certain litigation which, in management’s judgment, based in part on the opinions of legal counsel, will not have a material adverse effect on the Company’s financial position.

Wuxi Jinmao Foreign Trade Co., Ltd. (“Wuxi”), one of the Company’s finished goods inventory suppliers, has a wholly owned subsidiary with which the Company entered into a loan agreement in 2016. Under the agreement, Wuxi’s subsidiary borrowed a principal amount of $13.8 million for the development and operation of a fabric mill. Principal payments are due in semi-annual installments beginning March 31, 2018 through September 30, 2026. The outstanding principal balance of the loan bears interest at a rate of (i) 4.50% per annum until the sixth anniversary of the closing date of the loan and (ii) LIBOR plus 4.00% thereafter. The Company received principal payments of $0.4 million and $0.2 million during 2019 and 2018, respectively. The outstanding balance, including accrued interest, was $13.4 million and $13.8 million as of February 2, 2020 and February 3, 2019, respectively, and was included in other assets (current and non-current) in the Company’s Consolidated Balance Sheets.


F-61
F-65




24.    SUBSEQUENT EVENTS (UNAUDITED)

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic and recommended containment and mitigation measures. COVID-19 continues to spread globally. Virus-related concerns, reduced travel, temporary store closures and government-imposed restrictions have resulted in sharply reduced traffic and consumer spending trends and sales stoppages in the Company’s retail stores in virtually all key markets during the first quarter of 2020. The Company’s wholesale customers and licensees have been similarly impacted, which in turn negatively impacts the Company.
In addition, the Company’s supply chain and the supply chains of its licensees had been disrupted and may experience future disruptions as a result of either closed factories or factories operating with reduced workforces.
The disruption is expected to be temporary but there is significant uncertainty about the duration and extent of the impact of the COVID-19 outbreak. The related financial impact cannot be reasonably estimated at this time. However, the Company expects a significant negative impact to its business, financial condition, cash flows and results of operations in 2020, which may include non-cash asset impairments, excess inventory and difficulty collecting trade receivables, among other things.
As a result, the Company has increased the aggregate borrowings outstanding under its senior unsecured revolving credit facilities, other short-term revolving credit facilities and unsecured commercial paper note program to approximately $930.0 million to increase its cash position and help preserve its financial flexibility.


F-62



PVH CORP.

SELECTED QUARTERLY FINANCIAL DATA - UNAUDITED
(In millions, except per share data)

The following table sets forth selected quarterly financial data (unaudited) for the corresponding thirteen week periods of the fiscal years presented:

 
1st Quarter
 
 2nd Quarter
 
3rd Quarter
 
 4th Quarter
 
2019

(1),(2),(3)


 
2018

(10)


 
2019

(1),(4),(5),(6)


 
2018

(10)


 
2019

(1),(4),(7)


 
2018

(10)


 
2019

(4),(7),(8),(9)


 
2018

(10),(11),(12),(13),(14)


Total revenue$2,356.3
 $2,314.6
 $2,364.2
 $2,333.7
 $2,587.7
 $2,524.5
 $2,600.8
 $2,484.0
Gross profit1,295.9
 1,291.0
 1,288.4
 1,297.0
 1,406.2
 1,364.8
 1,397.9
 1,355.5
Net income (loss)81.6
 178.9
 193.1
 164.7
 208.9
 242.6
 (68.5) 158.4
Net income (loss) attributable to PVH Corp.82.0
 179.4
 193.5
 165.2
 209.2
 243.1
 (67.4) 158.7
Basic net income (loss) per common share attributable to PVH Corp.1.09
 2.33
 2.59
 2.15
 2.83
 3.18
 (0.93) 2.10
Diluted net income (loss) per common share attributable to PVH Corp.1.08
 2.29
 2.58
 2.12
 2.82
 3.15
 (0.93)
(15) 
  
2.09

(1)
The first, second and third quarters of 2019 included pre-tax costs of $70.3 million, $29.1 million and $3.5 million, respectively, associated with the Calvin Klein restructuring, of which $1.7 million and $11.2 million are included in gross profit in the first and second quarters of 2019, respectively.
(2)
The first quarter of 2019 included pre-tax costs of $54.9 million in connection with the TH U.S. store closures, primarily consisting of noncash lease asset impairments.
(3)
The first quarter of 2019 included pre-tax costs of $6.2 million related to the refinancing of the Company’s senior credit facilities.
(4)
The second, third and fourth quarters of 2019 included pre-tax costs of $4.8 million, $8.6 million and $5.9 million, respectively, associated with the Australia and TH CSAP acquisitions, of which $4.1 million, $6.5 million and $5.9 million, respectively, are included in gross profit.
(5)
The second quarter of 2019 included a pre-tax noncash gain of $113.1 million to write up the Company’s equity investments in Gazal and PVH Australia to fair value in connection with the Australia acquisition, as well as pre-tax costs of $2.1 million on the Company’s equity investments in Gazal and PVH Australia prior to the Australia acquisition closing.
(6)
The second quarter of 2019 included pre-tax costs of $59.8 million associated with the Socks and Hosiery transaction.
(7)
The third and fourth quarters of 2019 included pre-tax interest expense of $2.6 million and $6.0 million, respectively, resulting from the remeasurements of the mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition.
(8)
The fourth quarter of 2019 included a pre-tax actuarial loss of $97.8 million on the Company’s Pension Plans, SERP Plans and Postretirement Plans.
(9)
The fourth quarter of 2019 included a pre-tax noncash loss of $142.0 million, as well as a tax benefit of $27.8 million related to the write-off of deferred tax liabilities in connection with the Speedo transaction.
(10)
The first, second, third and fourth quarters of 2018 included pre-tax costs of $6.9 million, $6.7 million, $6.3 million and $3.7 million, respectively, associated with the TH China acquisition.


(11)
The fourth quarter of 2018 included pre-tax costs of $40.7 million associated with the Calvin Klein restructuring, of which $2.2 million are included in gross profit.
(12)
The fourth quarter of 2018 included a discrete tax benefit of $41.1 million related to the remeasurement of certain net deferred tax liabilities in connection with the 2019 Dutch Tax Plan.
(13)
The fourth quarter of 2018 included a discrete net tax benefit of $24.7 million related to the U.S. Tax Legislation.
(14)
The fourth quarter of 2018 included a pre-tax actuarial loss of $15.0 million on the Company’s Pension Plans, SERP Plans and Postretirement Plans.
(15)
The diluted net loss per common share attributable to PVH Corp. in the fourth quarter of 2019 excluded potentially dilutive securities because there was a net loss attributable to PVH Corp. in the fourth quarter and as such, the inclusion of these securities would have been anti-dilutive.






F-64





MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in this Annual Report on Form 10-K. The consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States and, accordingly, include certain amounts based on management’s best judgments and estimates.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the underlying transactions, including the acquisition and disposition of assets; (ii) provide reasonable assurance that the Company’s assets are safeguarded and transactions are executed in accordance with management’s authorization and are recorded as necessary to permit preparation of the Company’s consolidated financial statements in accordance with accounting principles generally accepted in the United States; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Audit & Risk Management Committee of the Company’s Board of Directors, composed solely of directors who are independent in accordance with New York Stock Exchange listing standards, the Securities Exchange Act of 1934, the Company’s Corporate Governance Guidelines and the Committee’s charter, meets periodically with the Company’s independent auditors, the Company’s internal auditors and management to discuss internal control over financial reporting, auditing and financial reporting matters. Both the independent auditors and the Company’s internal auditors periodically meet alone with the Audit Committee and have free access to the Committee.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of February 2, 2020.January 29, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 framework). Based on management’s assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of February 2, 2020.January 29, 2023.

The Company’s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the Audit & Risk Management Committee, subject to ratification by the Company’s stockholders. Ernst & Young LLP have audited and reported on the consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting. The reports of the independent auditors are contained in this Annual Report on Form 10-K.
/s/ EMANUEL CHIRICO
STEFAN LARSSON
 
/s/ MICHAEL SHAFFER
ZACHARY COUGHLIN
Emanuel ChiricoStefan LarssonMichael ShafferZachary Coughlin
Chairman and Chief Executive OfficerExecutive Vice President and Chief
April 1, 2020March 28, 2023Operating &Chief Financial Officer
April 1, 2020March 28, 2023

F-66
F-65





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of PVH Corp. 

Opinion on Internal Control Over Financial Reporting

We have audited PVH Corp.’s internal control over financial reporting as of February 2, 2020,January 29, 2023, based on criteria established in Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, PVH Corp. (the Company) maintained, in all material respects, effective internal control over financial reporting as of February 2, 2020,January 29, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, the related consolidated income statements, statements of operations, comprehensive income statements of(loss), changes in stockholders’ equity and redeemable non-controlling interest and statements of cash flows for each of the three years in the period ended February 2, 2020,January 29, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated April 1, 2020March 28, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
    

/s/ Ernst & Young LLP

New York, New York
April 1, 2020March 28, 2023

F-66
F-67





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of PVH Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PVH Corp. (the Company) as of February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, the related consolidated income statements, statements of operations, comprehensive income statements of(loss), changes in stockholders'stockholders’ equity and redeemable non-controlling interest and statements of cash flows for each of the three years in the period ended February 2, 2020,January 29, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at February 2, 2020January 29, 2023 and February 3, 2019,January 30, 2022, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2020,January 29, 2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February 2, 2020,January 29, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 1, 2020March 28, 2023 expressed an unqualified opinion thereon.

Adoption of ASU 2016-02

As discussed in Note 1 to the consolidated financial statements, the Company changed its method for accounting for leases in the fiscal year ended February 2, 2020 due to the adoption of ASU 2016-02, Leases and associated amendments (Topic 842), using the modified retrospective approach.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit mattersmatter communicated below are mattersis a matter arising from the current period audit of the financial statements that werewas communicated or required to be communicated to the audit and risk management committee of the Company’s board of directors and that: (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit mattersmatter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattersmatter below, providing a separate opinionsopinion on the critical audit mattersmatter or on the accounts or disclosures to which they relate.it relates.












F-68




Valuation of Goodwill and Indefinite-Lived Intangibles
Wholesale Sales Allowances
Description of the Matter

As discussed in Note 1 to the consolidated financial statements, the Company generates revenue from the wholesale distribution of its products to traditional retailers (including for sale through their digital commerce sites). The amount of revenue recognized is net of sales allowances that the Company offers to its wholesale customers which are estimated based on seasonal negotiations, historical experience and an evaluation of current market conditions.
Auditing management’s estimate of wholesale sales allowances was complex and judgmental as it is sensitive to changes in future market or economic conditions and has a direct, material impact on the amount of revenue recognized by the Company. There is also significant estimation to establish sales allowances, based on the Company’s review of the individual customer seasonal negotiations and the expected performance of the products in the customers’ stores.
How we addressed the matter in our auditWe obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company’s process to calculate the wholesale sales allowances, including the consideration of historical experience and current as well as future market conditions.
To test the estimate of wholesale sales allowances, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions used by the Company to calculate the projected sales allowance dollars, including seasonal customer negotiations and expected performance of the products. We compared the significant assumptions used by management to current market and economic trends and other relevant factors. We assessed the historical accuracy of management’s estimate and performed sensitivity analyses of significant assumptions to evaluate the changes in the estimate that would result from changes in the assumptions.
Valuation of Goodwill and Indefinite-Lived Intangibles
Description of the Matter
At February 2, 2020,January 29, 2023, the Company’s goodwill and indefinite-lived intangible assets totaled $3.7$2.4 billion and $3.1$2.9 billion, respectively. As discussed in Note 1 of the consolidated financial statements, goodwill and indefinite-lived intangible assets are qualitatively tested and quantitatively tested, when necessary, for impairment at least annually.
As a result of the Company’s 2022 annual impairment test, the Company recorded $417.1 million of goodwill impairment charges during the third quarter of 2022. The impairments were driven primarily by a significant increase in discount rates.

Auditing management’s annual goodwill and indefinite-lived intangible assets impairment test was complex and judgmental due to the significant estimation required to determinein determining the fair value of the reporting units and the fair value of the indefinite-lived intangible assets. In particular, the fair value estimates were sensitive to significant assumptions such as the weighted average cost of capital, revenue growth rate, forecast earnings before interest and taxes and terminal growth rate, which are affected by expectations about future market or economic conditions.
How we addressedWe Addressed the matterMatter in our auditOur Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and indefinite-lived intangible assets impairment review process, including controls over management’s review of the significant assumptions described above.
To test the estimated fair value of the Company’s reporting units and indefinite-lived intangible assets, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business, customer base or product mix and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units and indefinite-lived intangible assets that would result from changes in the assumptions. In addition, we reviewed the reconciliation of the fair value of the reporting units to the market capitalization of the Company.




Accounting for Acquisition of Gazal
Description of the MatterOn May 31, 2019, the Company acquired for AUD180.5 million (approximately $124.7 million) the approximately 78% interest in Gazal Corporation Limited (Gazal) that it did not already own. As discussed in Note 3 to the consolidated financial statements, PVH Australia came under the Company’s full control as a result of the acquisition, and the transaction was accounted for using the acquisition method of accounting for business combinations.
Auditing the Company’s accounting for its acquisition of Gazal was complex due to the significant estimation uncertainty required by management to determine the fair value of the Company’s previously held equity interests, the mandatorily redeemable non-controlling interest and identified intangible assets, which consisted principally of reacquired license rights of $204.9 million, which are indefinite lived, order backlog of $0.3 million and customer relationships of $17.0 million. The significant estimation was primarily due to the sensitivity of the respective fair values to underlying assumptions including the weighted average cost of capital, revenue growth rate, revenue and operating expense volatility, forecast earnings before interest and taxes and terminal growth rate. These assumptions relate to the future performance of the acquired businesses, are forward-looking and could be affected by future economic and market conditions.
How we addressed the matter in our auditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to determine the fair value of the previously held equity interests, the mandatorily redeemable non-controlling interest and the identified intangible assets. For example, we tested controls over management’s review of the valuations, including the review of the valuation models and significant assumptions used in the valuations.
To test the fair value of the previously held equity interests, the mandatorily redeemable non-controlling interest and the identified intangible assets, our audit procedures included, among others, evaluating the Company's use of valuation methodologies, evaluating the prospective financial information and testing the completeness and accuracy of underlying data. For example, we compared the significant assumptions to current industry, market and economic trends, historical results of the acquired businesses and to other relevant factors. We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair values resulting from changes in the assumptions.



/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1938.

New York, New York
April 1, 2020March 28, 2023

F-69




SCHEDULE II

PVH CORP.

FIVE YEAR FINANCIAL SUMMARY
(In millions, except per share data, percents and ratios)
 
2019 (1)
 
2018 (2),(7)
 
2017 (3),(6),(7)
 
2016 (4),(6),(7)
 
2015 (5),(6),(7)
Summary of Operations         
Revenue$9,909.0
 $9,656.8
 $8,914.8
 $8,203.1
 $8,020.3
Cost of goods sold, expenses and other income items9,350.3
 8,765.1
 8,282.4
 7,413.9
 7,259.8
Income before interest and taxes558.7
 891.7
 632.4
 789.2
 760.5
Interest expense, net114.7
 116.1
 122.2
 115.0
 113.0
Income tax expense (benefit)28.9
 31.0
 (25.9) 125.5
 75.1
Net loss attributable to redeemable non-controlling interest(2.2) (1.8) (1.7) (0.3) 
Net income attributable to PVH Corp.$417.3
 $746.4
 $537.8
 $549.0
 $572.4
Per Share Statistics 
  
  
  
  
Basic net income per common share attributable to PVH Corp.$5.63
 $9.75
 $6.93
 $6.84
 $6.95
Diluted net income per common share attributable to PVH Corp.5.60
 9.65
 6.84
 6.79
 6.89
Dividends paid per common share0.15
 0.15
 0.15
 0.15
 0.15
Stockholders’ equity per common share80.39
 77.29
 71.73
 61.16
 55.86
Financial Position 
  
  
  
  
Current assets$3,394.2
 $3,238.6
 $3,030.8
 $2,879.6
 $2,804.5
Current liabilities (including short-term borrowings and current portion of long-term debt)2,361.1
 1,893.9
 1,871.6
 1,564.8
 1,527.2
Working capital1,033.1
 1,344.7
 1,159.2
 1,314.8
 1,277.3
Total assets13,631.0
 11,863.7
 11,885.7
 11,067.9
 10,673.8
Finance leases14.5
 16.5
 16.0
 16.4
 14.6
Long-term debt2,693.9
 2,819.4
 3,061.3
 3,197.3
 3,031.7
Stockholders’ equity5,811.5
 5,827.8
 5,536.4
 4,804.5
 4,552.3
Other Statistics 
  
    
  
Total debt to total capital (8)
32.3% 32.8% 35.9% 40.2% 41.3%
Net debt to net capital (9)
28.1% 29.1% 32.0% 34.2% 36.8%
Current ratio1.4
 1.7
 1.6
 1.8
 1.8

(1)
2019 includes (a) pre-tax costs of $102.9 million associated with the Calvin Klein restructuring; (b) a pre-tax noncash loss of $142.0 million in connection with the Speedo transaction; (c) a pre-tax noncash gain of $113.1 million to write up the Company’s equity investments in Gazal and PVH Australia to fair value in connection with the Australia acquisition, partially offset by pre-tax acquisition related costs of $19.3 million associated with the Australia and TH CSAP acquisitions, consisting of noncash valuation adjustments, and a one-time cost of $2.1 million recorded on the Company’s equity investments in Gazal and PVH Australia prior to the Australia acquisition closing; (d) pre-tax costs of $59.8 million associated with the Socks and Hosiery transaction; (e) pre-tax costs of $54.9 million associated with the TH U.S. store closures, primarily consisting of noncash lease asset impairments; (f) pre-tax costs of $6.2 million associated with the refinancing of the Company’s senior credit facilities; (g) a pre-tax actuarial loss of $97.8 million on the Company’s Pension Plans, SERP Plans and Postretirement Plans; (h) pre-tax interest expense of $8.6 million resulting from the remeasurements of the mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition; and (i) a discrete tax benefit of $27.8 million related to the write-off of deferred tax liabilities in connection with the Speedo transaction.
(2)
2018 includes (a) pre-tax costs of $40.7 million associated with the Calvin Klein restructuring; (b) pre-tax costs of $23.6 million associated with the TH China acquisition, consisting of noncash amortization of short-lived assets; (c) a pre-tax actuarial loss of $15.0 million on the Company’s Pension Plans, SERP Plans and Postretirement Plans; (d) a discrete net tax benefit of $24.7 million related to the U.S. Tax Legislation; and (e) a discrete tax benefit of $41.1 million related to the remeasurement of certain net deferred tax liabilities in connection with the 2019 Dutch Tax Plan.
(3)
2017 includes (a) pre-tax costs of $82.9 million associated with the Mr. Hilfiger amendment; (b) pre-tax costs of $54.2 million associated with the Li & Fung termination; (c) pre-tax costs of $23.9 million associated with the early redemption of the Company’s $700 million 4 1/2% senior notes due 2022; (d) pre-tax costs of $26.9 million associated with the TH China acquisition, primarily consisting of noncash amortization of short-lived assets; (e) pre-tax costs of $19.2 million associated with relocation of the Tommy Hilfiger office in New York, including noncash depreciation expense; (f) pre-tax costs of $9.4 million associated with the noncash


settlement of certain of the Company’s benefit obligations related to its Pension Plans as a result of an annuity purchased for certain participants, under which such obligations were transferred to an insurer; (g) a pre-tax actuarial loss of $2.5 million on the Company’s Pension Plans, SERP Plans and Postretirement Plans; (h) a discrete net tax benefit of $52.8 million related to the U.S. Tax Legislation; and (i) a discrete tax benefit of $15.2 million related to an excess tax benefit from the exercise of stock options by the Company’s Chairman and Chief Executive Officer.
(4)
2016 includes (a) a pre-tax noncash gain of $153.1 million to write up the Company’s equity investment in TH China to fair value in connection with the TH China acquisition, partially offset by pre-tax acquisition related costs of $76.9 million, primarily consisting of valuation adjustments and amortization of short-lived assets, and a one-time cost of $5.9 million recorded on the Company’s equity investment in TH China; (b) pre-tax costs of $15.8 million associated with the Company’s amendment of its prior 2014 senior secured credit facilities; (c) a pre-tax noncash loss of $81.8 million recorded in connection with the deconsolidation of the Mexico business; (d) a pre-tax gain of $18.1 million associated with a payment made to the Company to exit a TOMMY HILFIGER flagship store in Europe; (e) pre-tax costs of $11.0 million associated with the TH men’s tailored license termination; and (f) a pre-tax actuarial gain of $39.1 million on the Company’s Pension Plans, SERP Plans and Postretirement Plans.
(5)
2015 includes (a) pre-tax costs of $73.4 million associated with the integration of Warnaco and the related restructuring; (b) pre-tax costs of $10.3 million related to the operation of and exit from the Izod retail business; (c) pre-tax costs of $16.5 million principally related to the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business; and (d) a pre-tax actuarial gain of $20.2 million on the Company’s Pension Plans, SERP Plans and Postretirement Plans.
(6)
The Company adopted the update to accounting guidance related to revenue recognition in 2018 using a modified retrospective approach to all contracts applied as of the period of adoption with a cumulative-effect adjustment to opening retained earnings and as such, prior periods have not been restated. The adoption of the guidance did not have a material impact on the Company’s consolidated financial statements as of and for the fiscal year ended February 3, 2019, including the Company’s Consolidated Income Statement and Consolidated Balance Sheet, or on any individual caption therein.
(7)
The Company adopted the update to accounting guidance related to leases in 2019 using the modified retrospective approach applied as of the period of adoption with a cumulative-effect adjustment to opening retained earnings and as such, prior periods have not been restated. Upon adoption, the Company (i) recognized operating lease right-of-use assets of $1.7 billion and lease liabilities of $1.9 billion, (ii) recorded a cumulative-effect adjustment to retained earnings of $3.1 million and (iii) recorded other reclassification adjustments within its Consolidated Balance Sheet related to, among other things, deferred rent. Please see Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
(8)
Total capital equals total debt (including finance leases) plus stockholders’ equity.
(9)
Net debt equals total debt (including finance leases) reduced by cash. Net capital equals total capital reduced by cash.


F-71




SCHEDULE II

PVH CORP.

VALUATION AND QUALIFYING ACCOUNTS
(In millions)

Column AColumn BColumn C Column D Column E
  Additions Charged to Costs and ExpensesAdditions Charged to
 Other
 Accounts
    
 Balance at Beginning
of Period
   Balance
 at End
 of Period
    
Description Deductions
Year Ended January 29, 2023       
Allowance for credit losses$61.9 $2.9 $— $22.2 (1)$42.6 
Allowance/accrual for operational chargebacks and customer markdowns133.7 243.3 — 256.1 120.9 
Valuation allowance for deferred income tax assets69.3 19.5 — 15.9 72.9 
Year Ended January 30, 2022       
Allowance for credit losses$69.6 $— $— $7.7 
(2)
$61.9 
Allowance/accrual for operational chargebacks and customer markdowns165.1 266.9 — 298.3 133.7 
Valuation allowance for deferred income tax assets62.2 17.1 — 10.0 69.3 
Year Ended January 31, 2021       
Allowance for credit losses$21.1 $58.0 $— $9.5 
(1)
$69.6 
Allowance/accrual for operational chargebacks and customer markdowns220.2 264.9 — 320.0 165.1 
Valuation allowance for deferred income tax assets69.8 12.7 — 20.3 62.2 
Column A Column B Column C Column D Column E
    Additions Charged to Costs and Expenses 
Additions Charged to
 Other
 Accounts
    
  
Balance at Beginning
of Period
     
Balance
 at End
 of Period
       
      Description    Deductions(1)
Year Ended February 2, 2020          
Allowance for doubtful accounts $21.6
 $5.7
 $
 $6.2
(2)$21.1
Allowance/accrual for operational chargebacks and customer markdowns 226.8
 529.3


 535.9
 220.2
Valuation allowance for deferred income tax assets 62.6
 17.1
 
 9.9
 69.8
Year Ended February 3, 2019  
  
  
  
  
Allowance for doubtful accounts $21.1
 $14.2
 $
 $13.7
(2)$21.6
Allowance/accrual for operational chargebacks and customer markdowns 271.0
 403.8
 
 448.0
 226.8
Valuation allowance for deferred income tax assets 106.3
 12.9
 
 56.6
(3)62.6
Year Ended February 4, 2018  
  
  
  
  
Allowance for doubtful accounts $15.0
 $7.5
 $
 $1.4
(2)$21.1
Allowance/accrual for operational chargebacks and customer markdowns 289.5
 498.2
 
 516.7
 271.0
Valuation allowance for deferred income tax assets 43.9
 64.3
(4)1.9
 3.8
 106.3

(1)
(1)Principally accounts written off as uncollectible, net of recoveries.
Includes changes due to foreign currency translation.
(2)
Principally accounts written off as uncollectible, net of recoveries.
(3)
Includes the release of a $26.3 million valuation allowance on the Company’s foreign tax credits to adjust the provisional amount recorded in 2017 as a result of the U.S. Tax Legislation.
(4)
Includes the recognition of a $38.5 million provisional valuation allowance on the Company’s foreign tax credits as a result of the U.S. Tax Legislation.



(2)Principally includes changes due to foreign currency translation.
F-72
F-70