PVH

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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, 2025
 
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
For the transition period from _________ to ___________
 
Commission File Number
001-07572
    
PVH CORP.
(Exact name of registrant as specified in its charter)
Delaware
13-1166910
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
285 Madison Avenue, New York, New York
10017
(Address of principal executive offices)
(Zip Code)
        
(212) 381-3500
_________________________________________________________________________________________________________________________________________________________________________
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange

on Which Registered
Common Stock, $1.00 par value
PVH
New York Stock Exchange
4.125% Senior Notes due 2029
PVH29
New 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 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 Filer
x
Accelerated 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. ☐
    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 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, 2024 (the last business
day of the registrant’s most recently completed second quarter) was $5,273,956,355.
Number of shares of Common Stock outstanding as of March 14, 2025: 52,636,943
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, 2025
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, the 2021 sale of assets of, and exit from, our Heritage Brands menswear and retail businesses, the November 2023 sale of the Heritage Brands
women’s intimate apparel business to focus on our Calvin Klein and Tommy Hilfiger businesses and our current multi-year initiative to simplify our operating
model; (iii) the ability to realize the intended benefits from the acquisition of licensees or the reversion of licensed rights (such as the announced, in-process plan
to bring in house a significant portion of the product categories that are or had been 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 us;
(iv) we have significant levels of outstanding debt and borrowing capacity and we 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; (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 experienced
globally), fuel prices, reductions in travel, fashion trends, consolidations, repositionings and bankruptcies in the retail industries, consumer sentiment and other
factors; (vi) our ability to manage our growth and inventory; (vii) restrictions, including quotas 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, 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 us to absorb costs or try to pass costs onto consumers,
which could materially impact our revenue and profitability; (viii) the availability and cost of raw materials; (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); (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 Ukraine that led to our exit from our retail business in Russia and the cessation of our
wholesale operations in Russia and Belarus, and the temporary cessation of business by many of our business partners in Ukraine; (xii) disease epidemics and
health-related concerns, such as the recent COVID-19 pandemic, which could result in (and, in the case of the COVID-19 pandemic, did result in some of the
following) supply-chain disruptions due to closed factories, reduced workforces and production capacity, shipping delays, container and trucker shortages, port
congestion and other logistics problems, closed stores, and reduced consumer traffic and purchasing, or governments implement mandatory business closures,
travel restrictions or the like, and market or other changes that could 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; (xiii) actions taken towards sustainability and social and environmental responsibility as part of our sustainability and social and environmental
strategy may not be achieved or may be perceived to be falsely claimed, which could diminish consumer trust in our brands, as well as our brands’ values; (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; (xv) significant
fluctuations of the U.S. dollar against foreign currencies in which we transact significant levels of business; (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; (xvii) the impact of new and revised tax legislation and regulations; (xviii) the impacts of the decision by China’s
Ministry of Commerce to place us on the List of Unreliable Entities, including the impact of any fines imposed, or restrictions or prohibitions on us that have the
effect of limiting or prohibiting our ability to do business in China; and (xix) 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, 2025
Table of Contents
PART I
Item 1.
Business
1
Item 1A.
Risk Factors
15
Item 1B.
Unresolved Staff Comments
29
Item 1C.
Cybersecurity
29
Item 2.
Properties
31
Item 3.
Legal Proceedings
31
Item 4.
Mine Safety Disclosures
31
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
32
Item 6.
[Reserved]
33
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
54
Item 8.
Financial Statements and Supplementary Data
54
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
54
Item 9A.
Controls and Procedures
54
Item 9B.
Other Information
59
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
59
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
60
Item 11.
Executive Compensation
60
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
60
Item 13.
Certain Relationships and Related Transactions, and Director Independence
60
Item 14.
Principal Accounting Fees and Services
60
PART IV
Item 15.
Exhibits, Financial Statement Schedules
61
Item 16.
Form 10-K Summary
65
Signatures
66
Index to Financial Statements and Financial Statement Schedule
F-1

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 2024 year commenced on February 5, 2024 and
ended on February 2, 2025; our 2023 year commenced on January 30, 2023 and ended on February 4, 2024; and our 2022 year commenced on January 31, 2022
and ended on January 29, 2023.
References in this report to the brand names TOMMY HILFIGER, TOMMY JEANS, Calvin Klein, Calvin Klein Jeans, Calvin Klein Underwear, Calvin
Klein Sport, which are owned, Warner’s, Olga and True&Co., which we owned until November 27, 2023, Van Heusen and Nike, which we license for certain
product categories, and to other brand names owned by us or licensed to us by third parties, are to registered and common law trademarks and are identified by
italicizing the brand name.
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 285
Madison Avenue, New York, New York 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.
We also make available at no cost on PVH.com, the charters of the committees of the PVH Corp. 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 approximately 28,000 associates, operate in more than 40 countries and
generated $8.7 billion, $9.2 billion and $9.0 billion in revenues in 2024, 2023 and 2022, respectively. Our global iconic lifestyle brands, TOMMY HILFIGER and
Calvin Klein, together generated over 90% of our revenue during each of 2024, 2023 and 2022.
In addition to TOMMY HILFIGER and Calvin Klein, which are owned, we previously owned a portfolio of other brands, including Warner’s, Olga and
True&Co., which we owned until November 27, 2023, and Van Heusen, which we owned through the second quarter of 2021. We currently license Van Heusen,
along with Nike and other brands, from third parties for certain product categories. We refer to our currently or previously owned and licensed trademarks, other
than TOMMY HILFIGER and Calvin Klein, as our “heritage brands” and the businesses we currently operate or previously operated under the heritage brands as
our “Heritage Brands business.”
We design and market branded sportswear (casual apparel), jeanswear, performance apparel, intimate apparel, underwear, swimwear, dress shirts,
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 products to a broad range of consumers, reducing our reliance on any one 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.
Our directly operated businesses in North America during 2024 consisted principally of (i) wholesale sales under our owned and licensed trademarks;
and (ii) the operation of retail stores, principally in premium outlet centers, and digital commerce sites under our TOMMY HILFIGER and Calvin Klein
trademarks. Our directly operated businesses outside of North
1

America consisted principally of (i) our wholesale and retail store sales and the operation of digital commerce sites in Europe and the Asia-Pacific region under
our TOMMY HILFIGER trademarks; and (ii) our wholesale and retail store sales and the operation of digital commerce sites in Europe, the Asia-Pacific region
and Brazil under our Calvin Klein trademarks. Our licensing activities principally related to the licensing worldwide of our TOMMY HILFIGER and Calvin Klein
trademarks for a broad array of product categories and for use in certain territories.
We have evolved from our 1881 roots to become a global company of iconic brands through a combination of transformative 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 acquisition of Tommy Hilfiger B.V. and certain affiliated companies (“Tommy Hilfiger”) in May
2010, and the acquisition of The Warnaco Group, Inc. and its subsidiaries in February 2013. We also have acquired several regional licensed businesses and will
continue to explore strategic acquisitions of licensed businesses, trademarks and companies, license take-backs and licensing opportunities that we believe are
additive to our overall business.
We extended in November 2022 most of our licensing agreements with G-III Apparel Group, Ltd. (“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 through 2027, the first of which occurred at the end of calendar 2023. Upon expiration, we have been bringing and intend to continue to
bring in house a significant portion of the licensed product categories and directly operate these businesses.
We completed the sale of our women’s intimates businesses conducted under the Warner’s, Olga and True&Co. trademarks to Basic Resources on
November 27, 2023 (the “Heritage Brands intimates transaction”).
Reportable Segments
We aggregate our reportable segments for purposes of discussion in this report 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. Note 19, “Segment Data,” in the Notes to
Consolidated Financial Statements included in Item 8 of this report contains information with respect to revenue, cost of goods sold, marketing expenses, 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.
The businesses discussed in this Annual Report on Form 10-K reflect the reportable segments that existed through the end of 2024. Effective February 3,
2025, the first day of 2025, we changed our reportable segments to be region-focused to align with changes in our business and organizational structure. These
changes included the restructuring of the executive leadership structure directly reporting to our Chief Executive Officer, who is our chief operating decision
maker (“CODM”). Our new reportable segments are: (i) Americas, (ii) Europe, the Middle East and Africa, (iii) Asia-Pacific, and (iv) Licensing. The new
reportable segments reflect the way the Company is currently being managed and for which separate financial information is available and evaluated regularly by
the CODM in deciding how to allocate resources and assess performance. Our historical segment reporting will be recast in future filings to reflect the new
organizational structure.
Tommy Hilfiger Business Overview
TOMMY HILFIGER is one of the world’s most recognized premium lifestyle brands, welcoming and inspiring consumers since 1985. Originally
established in New York City and infused with the spirit of Americana, the brand is defined by its red, white and blue DNA, rooted in expressions that are vibrant,
confident and brave. Inspired by a relentless pursuit of writing new rules for fashion and pop culture, TOMMY HILFIGER embraces everything that brings to life
the American Dream. The brand’s collections celebrate “Prep made Modern,” fusing timeless classics with a fresh twist. Founder Tommy Hilfiger remains our
Principal Designer and provides guidance and inspiration for the design process. Global retail sales of products sold under the TOMMY HILFIGER brands,
including sales of our licensees’ products, were approximately $9 billion in 2024.
The TOMMY HILFIGER brands principally consist of TOMMY HILFIGER and TOMMY JEANS, which build on a legacy of groundbreaking
partnerships, serving as creative platforms for collaborations and capsule collections, and vary in terms of price point, product offerings, target consumer or
distribution channel. Products are sold globally in our stores, through
2

our wholesale partners (in stores and online), through pure play digital commerce retailers and on tommy.com websites around the world, and principally consist
of men’s, women’s and kids’ sportswear, denim, underwear, swimwear, accessories and footwear. The products sold under the brands include those produced
under license agreements with third parties for a broad range of lifestyle products, including footwear and accessories, eyewear, watches and jewelry, as well as
for certain territories.
We, along with Tommy Hilfiger’s licensees and other authorized users of the brands, advertise, market and promote the TOMMY HILFIGER brands
globally. Tommy Hilfiger’s global marketing and communications strategy taps into the world of F.A.M.E.S – Fashion, Art, Music, Entertainment and Sport – as a
constant source of energy and inspiration. Since its inception, Tommy Hilfiger has proudly established itself at the heart of pop culture, shaping and influencing
trends with relentless creativity and a forward-thinking spirit. Live events play a central role in reinforcing the brand’s cultural relevance, creating moments that
expand engagement and reach. By collaborating with renowned celebrities, athletes and talent, and supporting emerging artists through major global campaigns
and activations, Tommy Hilfiger is leading the way in cultivating partnerships that elevate the brand experience and power growth. With these collaborations,
shared values of drive, dedication and passion with the brand are celebrated. Driven by people, places and ideas, the brand is kept relevant through investment and
focus on defining what’s next.
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 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 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.
    
3

Tommy Hilfiger’s key licensees, and the products and territories licensed, include:
Licensee
Product 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 and boys’ tailored clothing (United States and Canada)

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

Men’s, women’s and children’s apparel, sportswear, socks and accessories and men’s and women’s outerw
and golf products (South Korea)
MBF Holdings LLC
Men’s and women’s footwear (United States and Canada)
Movado Group, Inc. / Swissam Products
Limited
Men’s and women’s watches and jewelry (worldwide)
Peerless Clothing International, Inc.
Men’s tailored clothing (United States, Canada and Mexico)
Safilo S.p.A.
Men’s, women’s and children’s eyeglasses and non-ophthalmic sunglasses (worldwide, excluding India)
     As noted previously, upon expiration of our license agreements with G-III in the United States and Canada we have been bringing and intend to continue to
bring in house a significant portion of these product categories 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 LLC joint
venture (“PVH Legwear”) relating to each joint venture’s Tommy Hilfiger 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
venture in India, relating to the joint venture’s Tommy Hilfiger business, and our joint venture in Brazil. 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 Klein is one of the world’s leading global fashion lifestyle brands with a history of bold, non-conformist ideals. Founded in New York in 1968, the
brand’s minimalist and sensual aesthetic drives our approach to product design and communication, creating a canvas that underpins our promise of creativity,
confidence and empowerment. Global retail sales of products sold under the Calvin Klein brands, including sales of our licensees’ products, were approximately
$9 billion in 2024. Each of the brands has a distinct identity and position in the retail landscape, providing us the opportunity to market domestically and
internationally a range of products at various price points, through multiple distribution channels and to different consumer groups.
The Calvin Klein brands consist of Calvin Klein, Calvin Klein Jeans, Calvin Klein Underwear and Calvin Klein Sport. 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 websites around the world, 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 license agreements with third parties for a broad range of lifestyle products, including fragrance, men’s and
(1)
(1)
4

women’s apparel, home furnishings, footwear, eyewear, watches and jewelry in various countries and regions, as well as for certain territories.
We, along with Calvin Klein’s licensees and other authorized users of the brands, advertise, market and promote the Calvin Klein brands globally. Calvin
Klein’s global marketing and communications strategy is to bring together all facets of the consumer marketing experience. The Calvin 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 in the brand’s most essential offerings.
Through our Calvin Klein North America and Calvin Klein International segments, we sell Calvin 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 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
35 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.
5

Calvin Klein’s key licensees, and the products and territories licensed, include:
Licensee
Product Category and Territory
Coty Inc.
Men’s and women’s fragrance (worldwide)
F&T Apparel LLC & KHQ Investment
LLC
Children’s jeanswear and certain performance wear (United States and Canada)
G-III Apparel Group, Ltd. 
Women’s suits, dresses, 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)
MBF Holdings LLC
Men’s and women’s footwear (United States and Canada)
Marchon Eyewear, Inc.
Men’s and women’s optical frames and sunglasses (worldwide)
Movado Group, Inc.
Men’s and women’s watches and jewelry (worldwide)
Peerless Clothing International, Inc.
Men’s tailored clothing (United States, Canada and Mexico)

Randa Accessories Leather Goods LLC
Men’s, women’s and children’s belts, men’s and boys’ suspenders and men’s small leather goods (United Stat
Canada). Men’s and boys’ neckwear (United States, Canada and Mexico).
     As noted previously, upon expiration of our license agreements with G-III in the United States and Canada we have been bringing and intend to continue to
bring in house a significant portion of these product categories 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, relating to each joint
venture’s Calvin Klein 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 consists of the design, sourcing and marketing of a selection of men’s underwear under the Nike brand and men’s dress
shirts under Van Heusen and other licensed brand names. This business included until November 27, 2023, when we completed the Heritage Brands intimates
transaction, the design, sourcing and marketing of a varied selection of women’s intimate apparel under the Warner’s, Olga and True&Co. brands.
Our Heritage Brands Wholesale segment derives revenue primarily from the distribution and the sale of products (i) in the United States and Canada
through department, chain and specialty stores, warehouse clubs, mass market and off-price retailers (in stores and online), as well as through pure play digital
commerce retailers; (ii) in Europe primarily under the Nike brand; and (iii) in Australia primarily under the Van Heusen brand. This segment also includes our
proportionate share of the net income or loss of our investments in our joint venture in Mexico and in PVH Legwear relating to each joint venture’s Heritage
Brands 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.
(1)
(1)
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Our Business Strategy
The PVH+ Plan is our multi-year, strategic plan to build Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world and
make PVH the leading brand building group in our sector. The PVH+ Plan is executed through five key growth drivers:
•
Win with the best product by advancing our category offense with the best hero products and most relevant newness in the market.
•
Win with the best consumer engagement, connecting our hero products with culturally relevant, aspirational talent by developing cut-through
campaigns, igniting the power of our influencer engine and elevating the consumer experience at every touchpoint.
•
Win in the digitally-led marketplace by growing our direct-to-consumer channels and key wholesale partnerships.
•
Develop a demand- and data-driven operating model by connecting the planning, buying and selling of inventory closer to demand.
•
Drive efficiencies and invest in growth while improving our cost competitiveness.
These five foundational growth drivers apply to each of our businesses and are activated in the regions to meet the unique expectations of our consumers
around the world.
 Other Strategic Opportunities
While our strategic focus is on building the TOMMY HILFIGER and Calvin Klein brands, we also explore strategic acquisitions of licensed businesses,
trademarks and companies, license take-backs and licensing opportunities that we believe are additive to our overall business. These benefits could include
product category, platform capability expertise, brand positioning and design perspective needs.
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 tends to have the highest level of royalty revenue due to higher sales by licensees in advance of the holiday selling
season. Working capital requirements vary throughout the year to support these seasonal patterns and business trends.
Design and Merchandising
Our business relies on our ability to respond to consumer tastes and demands, while adhering to the DNA of our brands, providing competitive quality
and sustainability in our products, and offering a compelling price/value proposition where our products are sold. Central to this is our global design mission to
create an elevated, unified vision that connects fashion and culture with our target consumers. We craft standout products that differentiate our brands from
competitors and support long-term business growth.
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 team of designers and merchandisers that are 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
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work with other brands and key collaborators to design and merchandise brand collaborations. These collaborations are intended to drive brand heat and product
relevance with our target consumers.
Product Sourcing
We have an extensive established network of worldwide sourcing partners that enables us to meet our customers’ needs without relying on any one
vendor or factory or on vendors or factories in any one country. Our products were produced in approximately 1,000 factories in over 30 countries during 2024.
All of these factories were operated by independent manufacturers, with most located in Asia.
We primarily source finished products consisting of manufactured and fully assembled products ready for shipment to our customers and our stores.
Finished product commitments are generally made two to six months prior to production. We believe that an ample number of alternative suppliers exist should
we need to secure additional or replacement production capacity. We also work with vertical suppliers (companies that control multiple stages of the garment
production process), resulting in shorter lead times, providing us with the flexibility to react more quickly to changing business needs. Additionally, we maintain
strategic partnerships with suppliers of components, such as fabric and trim, to maintain the quality and aesthetic of our brands.
We purchase directly from finished goods suppliers through individual purchase orders that specify 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 maintain long-term strategic partnerships with our vendors, allowing us to operate across multiple countries with a consistent supplier
network. These partnerships, in addition to driving our business priorities of sourcing high quality products at the right price with the shortest lead times, also
support our efforts to advance key corporate responsibility objectives.
The manufacturers of our products are required to meet our quality, legal, human rights, safety, environmental and cost requirements. Our global supply
chain organization monitors 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 legal, human rights, labor and environmental 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.
We also continue to develop strategies that can enhance the operational efficiency of our supply chain and unlock gross margin opportunities. In addition
to expanding our use of 3D design technology to reduce the time needed to bring products to market, we have also utilized 3D showrooms to be more cost and
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.
Please see our risk factors “China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp.
being placed on the List of Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a
material adverse effect on our revenue and results of operations,” “We primarily use foreign suppliers for our products and raw materials, which poses risks to
our business operations,” “If our suppliers, licensees, or other business partners, or the suppliers used by our licensees, fail to use legal and ethical business
practices, our business could suffer,” and “We depend on third parties to manufacture our products and any disruption in our relationships with these parties or
in their businesses may materially adversely affect our business” in Item 1A, “Risk Factors,” for further discussion.
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Corporate Responsibility
Our corporate responsibility strategy plays an important role in our PVH+ Plan as governments regulate the apparel industry’s sustainability impacts,
investors view human rights and climate change as material business risks, and consumers favor brands that take credible climate action and uphold human rights.
The strategy is focused on three pillars:
•
Climate Action – Accelerating climate action by transitioning to net zero greenhouse gas emissions and evolving our products and operations to preserve
resources and nature.
•
Human Rights – Advancing human rights by respecting, promoting and realizing fundamental principles and rights for those working in our supply
chains.
•
Inclusion and Diversity – Creating a culture of belonging where every associate feels welcomed, valued and respected and thrives.
We issue an annual Corporate Responsibility Report that can be found on our corporate website – PVH.com.
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, as well as our retail stores, on a cost-effective basis.
Material Customers
Our largest customers account for a meaningful portion of our revenue. Sales to our five largest customers were 15.1% of our revenue in 2024, 13.3% of
our revenue in 2023 and 14.1% of our revenue in 2022. No single customer accounted for more than 5% of our revenue in 2024, 2023 or 2022.
Advertising and Promotion
Our marketing programs are an integral component of our brands’ relevance and success of the products offered under them. We are 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, including high-profile brand ambassadors and notable
social media talent, to build brand heat. Our initiatives fuse entertainment, pop culture, and sports with digital engagement and 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 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 social media, public relations, brand experiences and regional activations. 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. This ensures a personalized consumer journey that connects with global audiences while maintaining local relevance, engaging communities through
powerful and authentic brand moments. Additionally, the TOMMY HILFIGER brand marketing and communications team coordinates personal appearances by
Mr. Tommy Hilfiger, including at key events, further strengthening the brand’s iconic status.
Digital media is central to our strategy, with significant investment in our digital commerce and social media platforms. Tommy Hilfiger’s digital
commerce site, tommy.com, and Calvin Klein’s digital commerce site, calvinklein.com, serve as key marketing vehicles, offering a broad range of apparel and
lifestyle products. Innovative activations including sports sponsorships and partnerships with digital creators further solidify TOMMY HILFIGER and Calvin
Klein’s cultural relevance and drive brand awareness. In 2024, a significant portion of our marketing and advertising spend related to digital media.
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Our approach is intended to ensure a consistent consumer experience in the digitally led marketplace that is seamlessly connected both online and offline,
across our digital commerce, retail and wholesale channels.
Trademarks
We own the TOMMY HILFIGER and Calvin Klein trademarks, as well as related trademarks (e.g., the TOMMY HILFIGER flag logo and crest design).
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.
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 our Calvin Klein business. Mr. Klein also has been granted a royalty-free worldwide right to use the Calvin Klein mark with respect to certain personal
businesses and activities, subject to certain limitations designed to protect the image and prestige of the Calvin 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. The TOMMY HILFIGER and Calvin Klein
brands enjoy significant worldwide consumer recognition and their price positioning provides opportunity and incentive for counterfeiters and infringers. We have
broad, proactive enforcement programs that we believe have been effective in controlling the sale of counterfeit products and preventing or canceling the
registrations of infringing trademarks globally. Please see our risk factor “We may be unable to protect our trademarks and other intellectual property rights” in
Item 1A, “Risk Factors,” for further discussion.
Competition
The apparel industry is competitive as a result of its fashion orientation, mix of large and small producers, low barriers to entry for digitally native
brands, the flow of domestic and imported merchandise and the wide diversity of retailing methods. We compete with numerous global domestic and foreign
designers, brand owners, manufacturers and retailers of apparel, accessories and footwear, including, in certain circumstances, the private label brands of our
wholesale customers. Additionally, with the 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. Consumers also are increasingly focused on circularity with respect to
apparel, and the option from new market players to rent or purchase pre-owned apparel also is 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 remain competitive in these areas, as well as on our ability to stimulate 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 multiple channels of distribution. This enables us to offer differentiated
products to a broad range of consumers, reducing our reliance on any one demographic group, product category, price point, distribution channel or region. Our
brands have long histories and enjoy high recognition and awareness within their respective consumer segments. The
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worldwide consumer recognition of the TOMMY HILFIGER and Calvin Klein brands provides us with significant global opportunities to expand their global
penetration in existing markets, into new markets and into additional product categories. Please see our risk factor “We face intense competition in the apparel
industry” in Item 1A, “Risk Factors,” for further discussion.
Imports and Import Restrictions
Most of our products are imported into the countries where they are sold. These products are subject to various customs laws and other laws and
regulations impacting imports. The United States and other countries in which we sell our products, among other things, may impose, from time to time, new
duties, tariffs, surcharges, or other import controls or restrictions, or adjust presently prevailing duty or tariff rates or levels. 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 or to manufacture in or use materials or components from certain locations. We, therefore, continuously
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 consideration of countries with tariff
preference and free trade agreements) and manufacturers, and geographical diversification of our sources of supply. In some instances, production of a specific
product category, component parts or raw materials may be highly concentrated in one country, giving us less flexibility to make adjustments. Additionally,
because our competitors are impacted similarly to us, demand for and availability of alternative resources can be impacted, which may limit our alternatives or
increase their cost.
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. 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. Additionally, we could be subject to import restrictions due to regulatory actions. Please see our
risk factor “China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of
Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our
revenue and results of operations” in Item 1A, “Risk Factors,” for further discussion.
Government Regulations
Our business is subject to various United States federal, state, and local and foreign laws and regulations, including trade, 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 and neighboring properties, or other
persons) and the off-site disposal of hazardous materials. We maintain a policy of compliance with all applicable laws and regulations in all countries and regions
in which we operate and in line with established industry standards and practices. Please see Item 1A, “Risk Factors,” for additional information on the potential
effects that compliance with government regulations may have on our business.
Human Capital Resources
We believe that attracting, developing and retaining a capable and well-rounded workforce is critical to our long-term success. To facilitate talent
attraction and retention, we strive to create a strong associate experience and a welcoming 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 inclusion and diversity 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, and matters relating to
health and safety (with particular regard to building and fire safety and health conditions in our
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supply chains). 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.
Associate Information
As of February 2, 2025, we employed approximately 28,000 associates, of which approximately 12,000 associates were employed on a part-time basis.
Approximately 34% of our associates are employed in the United States. Approximately 65% of our associates are employed in Company-operated retail stores,
29% 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 1% of our total associate population is represented by two different unions in
the United States for the purpose of collective bargaining. Our collective bargaining agreements generally are for three-year terms. In some international markets,
a significant percentage of associates 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 associates are good.
Inclusion and Diversity
Individuality is a value at PVH – our people and their diverse lived experiences and perspectives are essential to our strategy to accelerate growth and
build business value. Both of our iconic brands have a long history of celebrating individuality – it is a part of our DNA, enabling us to connect more deeply with
our well-varied global consumer base.
We are committed to fostering an inclusive work environment to unlock the full potential of all our associates and create a culture of belonging where
every associate feels welcomed, valued, respected and thrives. As part of our commitment to inclusion, we also aim to create positive impacts in the communities
we operate in, supporting programs that promote access, opportunity, education, and empowerment for all.
Our Chief People Officer and Global Head of Inclusion and Diversity (“I&D”) lead the development and implementation of an integrated global I&D
strategy and work to enhance our ability to attract, develop, retain and promote all of our talent and build Calvin Klein and TOMMY HILFIGER into the most
desirable lifestyle brands in the world and make PVH the leading brand building group in our sector.
Talent Management and Development
Our talent management and development processes support associate performance, development, and talent and succession planning. We regularly
review succession plans and conduct assessments to identify talent needs and growth paths for our associates.
Developing our associates and strengthening our leadership succession bench is a key strategic priority for us. In 2024, we conducted a robust global
talent planning exercise to assess the potential of our leaders and deepen our succession bench, focusing on critical roles. We introduced new leveled leadership
development programs and both live-led and digital learning to develop coaching skills. Manager Studio, a global digital destination, supports people managers
through providing information they need to lead and develop their teams, starting with onboarding on day one. MentorMatch is a global mentoring program that
we implemented, with the goal of democratizing mentorship through an inclusive approach that accelerates personal and professional development with
networking and exposure to new ways of thinking. This complements PVH University, our global internal learning and development platform, that 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.
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 meet our associates’ needs locally while recognizing differing levels and types of government-provided and mandated benefits. These benefits include,
among other things, retirement plan benefits, corporate wellness programs, 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.
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We recognize how important it is for our associates to take care of themselves and their families, and we provide benefits, programs and services so they
can take the time to focus on their physical, mental and financial health. Programs like Personify Health and Headspace are offered globally to promote wellbeing,
and we close the majority of our global offices in recognition of World Mental Health Day. “Work from Anywhere” weeks provide associates with the flexibility
to work up to four weeks each year from anywhere.
We are committed to providing fair and equitable compensation. We have established a global job framework with consistent guidelines and principles
on compensation. Annually, we engage third party consultants with expertise in compensation market data to benchmark our pay against industry peers and set
our compensation based on market practice. Periodically, we conduct pay equity analyses to ensure that we are paying equitably regardless of gender or ethnicity.
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.
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. In North America, 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
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.
Executive Officers of the Registrant
The following table sets forth the name, age and position of each of our executive officers:
Name
Age
Position
Stefan Larsson
50 
Chief Executive Officer
Zachary J. Coughlin
49 
Executive Vice President and Chief Financial Officer
Mark D. Fischer
63 
Executive Vice President, General Counsel and Secretary
Donald Kohler
56 
Chief Executive Officer, PVH Americas
Fredrik Olsson
49 
Chief Executive Officer, PVH EMEA
Lea Rytz Goldman
61 
Global Brand President, Tommy Hilfiger
David Savman
46 
Global Head of Operations and Chief Supply Chain Officer
Eva Serrano
52 
Global Brand President, Calvin Klein
Amba Subrahmanyam
51 
Executive Vice President, Chief People Officer
Mr. Larsson joined us as President in 2019 and became Chief Executive Officer on the first day of 2021. From 2015 until 2017, Mr. Larsson was
President and Chief Executive Officer of Ralph Lauren Corporation. From 2012 until 2015, he was the Global President of Old Navy, Inc., a division of The Gap,
Inc.
Mr. Coughlin joined us as Executive Vice President, Chief Financial Officer in 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.
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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. Kohler joined us as President, Calvin Klein Americas in March 2023 and was named Chief Executive Officer, PVH Americas in October 2024. From
2022 to 2023, Mr. Kohler served as CEO, North America at Diesel. From 2021 to 2022 he was President at Ann Taylor & Loft. From 2017 until 2021, Mr. Kohler
was Chief Executive Officer, Americas and Global Chief Retail Officer of Salvatore Ferragamo S.p.A. From 2008 until 2017, he held various key positions at
Burberry Group plc, including President of Burberry Americas, Chief Merchandising Operations Officer, Senior Vice President of Global Planning, Pricing &
Business Intelligence, and Vice President of Corporate Planning.
Mr. Olsson joined us as Chief Executive Officer, PVH EMEA in December 2024. From 2023 until joining PVH, Mr. Olsson was Chief Executive Officer
of Max Fashion, one of the leading Middle East fashion retailers based in Dubai. From 2003 through 2023, he held various key leadership roles at the H&M
Group, including Managing Director globally for the H&M brand, Head of Global Expansion, and Head of Global Growth.
Ms. Rytz Goldman joined us as Global Brand President, Tommy Hilfiger in April 2024. From 2020 until joining PVH, Ms. Rytz Goldman was Managing
Director of COS, a division of H&M Group, having previously served as Managing Director of H&M Group’s Arket division from 2018 to 2020 and its Monki
division from 2013 to 2018.
Mr. Savman joined us as Chief Supply Chain Officer in December 2022 and served as Interim Chief Executive Officer, PVH Europe from June 2024
until December 2024. He added the title and associated duties of Global Head of Operations to his existing title and duties in January 2025. From 2003 until
joining PVH, Mr. Savman held various key positions at the H&M Group, most recently as Head of Global Supply Chain until 2022.
Ms. Serrano joined us as Global Brand President, Calvin Klein in 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.
Ms. Subrahmanyam joined us as Executive Vice President, People, PVH Americas and Calvin Klein Global in 2022 and became Executive Vice
President, Chief People Officer in February 2024. From 2017 until 2021, Ms. Subrahmanyam was Senior Vice President, Chief Human Resources Officer and
Social Impact of Kate Spade New York, a subsidiary of Tapestry, Inc. From 2015 until 2017, she was Senior Vice President, Chief Human Resources Officer of
Stuart Weitzman, a subsidiary of Tapestry, Inc.
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Item 1A. Risk Factors
The following risk factors should be read in conjunction with the other information set forth herein when evaluating our business and the forward-
looking statements made herein. 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 adversely affect our business, financial condition or results of operations.
Business and Operational Risks
China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of
Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our
revenue and results of operations.
In September 2024, MOFCOM announced that it had initiated an investigation into our business under the UEL Provisions. In October 2024, we
submitted a written response to MOFCOM and, in December 2024, we submitted a supplementary response. In January 2025, MOFCOM issued a preliminary
finding that PVH Corp. had violated normal market trading principles and in February it announced its determination and placed PVH Corp. on the UEL. We do
not know if or when MOFCOM will implement any measures as a result of the listing or what they will be if any are imposed. According to the UEL Provisions,
potential measures could include monetary fines, restrictions or prohibitions on engaging in import and export activities related to China or making investments in
China, entry denial of our relevant personnel into China, restrictions or revocation of work permits, stay or residence status of our relevant personnel in China, or
other measures. No measures have been imposed on us at this time. The practical impact of any such restrictions or prohibitions could include our inability to
produce goods in China for sale elsewhere, our inability to sell goods on a wholesale or retail basis in China, or our inability to make investments in China.
We cannot currently predict the duration or impact of any measures that may ultimately be imposed. The imposition and enforcement of measures against
us could have a material adverse effect on our revenue and results of operations. Furthermore, if, as a result of any such measures, it is necessary for us to cease
certain or all operations in China, it may result in charges related to excess inventory and difficulty collecting trade receivables, among other things. We may also
incur material non-cash impairment charges if we are unable to recover the carrying value of our goodwill, other indefinite-lived intangible assets and long-lived
assets. Additionally, if the production of our products in China ceases, our business could be impacted more broadly and we may need or decide to shift
production to other jurisdictions. Please see the risk factors entitled “We primarily use foreign suppliers for our products and raw materials, which poses risks to
our business operations.” and “We depend on third parties to manufacture our products and any disruption in our relationships with these parties or in their
businesses may materially adversely affect our business.” for additional information.
A meaningful 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 small number of our wholesale customers account for a meaningful portion of our revenue. Sales to our five largest customers were 15.1%, 13.3% and
14.1% of our revenue in 2024, 2023 and 2022, respectively. No single customer accounted for more than 5% of our revenue in any such year.
We do not have long-term agreements with any of our large wholesale customers and purchases generally occur on an order-by-order basis. A decision
by any major customer, whether motivated by marketing strategy, competitive conditions, financial difficulties, perceptions of us or our brands, 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, could reduce
substantially our revenue and materially adversely affect our profitability.
The retail industry has seen a great deal of consolidation and other ownership changes, as well as store closing programs, restructurings, reorganizations,
management changes and activist shareholder campaigns. We expect these disruptions to be ongoing, particularly as omnichannel strategies and digital commerce
continue to grow, and consumer shopping and buying habits change. In the future, retailers also may 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 to which we can sell, to which
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we want to sell or which want to carry our products, and there can be no assurance that these sales can be fully offset by sales through digital channels.
Additionally, stores may purchase a smaller amount of our products and reduce the retail floor space designated for our brands. These changes could decrease our
opportunities in the market, increase our reliance on a smaller number of customers or 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.
Our PVH+ Plan strategy involves growing our Tommy Hilfiger and Calvin Klein businesses. Our achievement of revenue and profitability growth from
these businesses will depend largely upon our ability to:
•
continue to maintain and enhance the distinctive brand identities of the TOMMY HILFIGER and Calvin Klein brands;
•
continue to maintain good working relationships with our brand licensees and enter into new, or renew or extend existing, license agreements and
successfully transition licensed businesses in house, including our announced plan to bring in house over time a significant portion of the product
categories currently and previously licensed to G-III, our largest licensee of both brands, and directly operate those businesses; and
•
continue to strengthen and expand the Tommy Hilfiger and Calvin Klein businesses.
We cannot assure you that we can execute successfully any of these actions, 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 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 shopping and spending patterns and changes in consumer tastes and style trends. If we fail to continue to develop and grow our
businesses, our financial condition and results of operations may be materially adversely affected.
Our success depends on the value of our “TOMMY HILFIGER” and “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 continues his role of Principal Designer, is closely identified with the TOMMY
HILFIGER brands and any negative perception with respect to Mr. Hilfiger could adversely affect the 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 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 reputation, and consumer patronage could diminish significantly due to numerous other factors, including consumer
attitudes regarding social and political issues, 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), a belief that we or our business partners have acted in an irresponsible or unacceptable manner, or
environmental impact or sustainability claims made in regard to products under our brands. 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 brands’ reputations and our 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 a focus from certain consumers, investors, our associates and other stakeholders on ESG matters, which has led to increased pressure to expand
our disclosures, ensure labor and other sustainability standards within our value chain, make and establish corporate responsibility goals, and take actions to meet
them, which could expose us to regulatory, legal, market,
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operational and execution costs or risks. The emergence of legislation and regulation regarding marketing of goods, business practices, and public reporting and
disclosures related to issues under the ESG umbrella, including the European Union’s Corporate Sustainability Reporting Directive and Corporate Sustainability
Due Diligence Directive, could also lead to risks associated with non-compliance. We seek to comply with all applicable laws, rules and regulations and have
established focus areas and targets under our corporate responsibility strategy in respect to many ESG measures, including in regard to greenhouse gas emissions,
water usage and usage of more environmentally preferred materials and packaging, and human rights. 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 could result in our inability to achieve our targets or comply with ESG reporting regulations. In addition, we could be criticized by stakeholders,
regulators, or other interested parties for the scope or nature of our ESG initiatives or goals or for any revisions to these goals, including negative responses by
governmental actors (such as anti-ESG legislation or retaliatory legislative treatment) or consumers (such as boycotts or negative publicity campaigns). Any of
these occurrences 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 operating model simplification and cost-saving initiative may not generate the intended benefits or attain the projected cost savings we
anticipate.
We have embarked on a multi-year initiative to simplify our operating model by centralizing certain processes and improving systems and automation to
drive more efficient and cost-effective ways of working across the organization, through four main pillars: (i) delivering a single global technology stack, (ii)
redesigning our global distribution network, (iii) reengineering the operating model in Europe, and (iv) streamlining and optimizing our support functions globally
(referred to as “Growth Driver 5 Actions”). Our ability to realize anticipated benefits and cost savings from this initiative are subject to many estimates and
assumptions, which may change during implementation and execution. In addition, there can be no assurance regarding the timing of or extent to which we will
realize the anticipated cost savings, if at all. We may also face disruptions to our business or operations as we execute on the initiative.
Our inability to execute our digital commerce strategy could materially adversely affect the reputation of our brands and our revenue and our
operating results may be harmed.
Growing digital revenue, both with respect to our direct-to-consumer businesses and our wholesale business (i.e., sales to pure play and digital commerce
businesses of traditional retailers), continues to be a focus for us, representing approximately 20% of our total revenue during 2024. Our success 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 part of our digital partners, to provide digital commerce platforms that attract consumers, build our brands, provide a satisfactory consumer
purchasing experience and result in repeat consumer purchases could result in diminished brand image, relevance and loyalty, and lost revenue. Additionally, as
online channels continue to grow in importance, the failure to attract new and existing consumers to our digital commerce channels and those operated by our
wholesale partners and franchisees, will adversely affect our financial condition and results of operations.
Our operation of digital commerce sites poses 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 other malicious acts; 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.
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The success of our digital strategy 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 operation of our directly operated distribution facilities or
in our relationships with the third parties who operate our other distribution 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 ransomware and other cybersecurity attacks),
labor shortage or other interruption, including as a result of epidemics and other health-related concerns (such as had occurred during 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 due to the pandemic), we may
experience (and, due to these factors in the past, have experienced) 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 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 contractual arrangements, as a result of, among other factors, pandemics, inflationary pressures, high interest rates, recession
fears, the war in Ukraine and the Israel-Hamas war, and the attacks on commercial shipping vessels in the Red Sea. Such conditions, amongst 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 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 royalties owed to us. Financial difficulties of business partners
also may affect their ability to access credit markets or lead to higher credit risk relating to receivables from them.
Volatility in the financial and credit markets due, in part, to inflationary pressures or other macroeconomic or geopolitical factors, could also make it
more difficult or expensive for us to obtain financing or refinance existing debt when the need arises, or on terms that would be acceptable to us. We have $500
million in senior notes coming due in July 2025 that need to be paid or refinanced.
We primarily use foreign suppliers for our products and raw materials, which poses risks to our business operations.
Our apparel, footwear and accessories are produced by and purchased or procured from independent manufacturers in over 30 countries, with most being
located in 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 where we, our contractors, or our suppliers operate, which could cause a
delay in the production or transportation of our products 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;
•
limitations on our ability to source raw materials or goods produced in a country that is a major provider due to political, human rights, labor,
environmental, animal cruelty or other concerns;
•
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 other logistics costs, including as a result of disruption at ports of entry, which could result increased
freight and other logistics costs;
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•
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 (particularly cotton);
•
disease epidemics and other health related concerns, such as the COVID-19 pandemic, which could result in (and in the case of the pandemic, 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;
•
the adoption of regulations, quotas and other restrictions 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;
•
the implementation of new or increased duties, tariffs, taxes and other charges on imports;
•
the regulation or prohibition of the transaction of business with specific individuals or entities and their affiliates or goods manufactured in certain
regions, such as the listing of a person or entity as a SDN (Specially Designated Nationals and Blocked Persons) by the United States Department of the
Treasury’s Office of Foreign Assets Control and the issuance of WROs by the CBP; and
•
legal or regulatory issues, such as those resulting from our listing on the UEL, could result in manufacturers or others in our supply chain being
prohibited from, or choosing against, conducting business with us or our business partners or from others working with our licensees, franchisees or other
business partners.
There continues to be uncertainty in the current global trade environment due to recent changes in, and proposals and declared intentions to change trade
policy, including trade restrictions, the negotiation, renegotiation or termination of trade agreements, and the imposition of new tariffs or increases in existing
tariffs on imports into the affected countries. Tariffs and other changes in trade policy have triggered in the past, are currently triggering and could continue to
trigger retaliatory actions by affected countries, including through the use of counter tariffs and other measures, which could result in a higher cost or restrictions
on the importation of the products we sell. We continuously look for alternative sourcing options, but we may not be able to shift timely, if at all, production from
a country when new or increased duties, tariffs, taxes or other 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 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, 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, or where we or they can produce or sell products under our
brands, whether directly or indirectly. These and other U.S. government actions, such as the enforcement of the Uyghur Forced Labor Prevention Act and the
issuance of WROs, 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 and our importation of goods into the United States and elsewhere. These and related matters also have been subject to significant scrutiny in
China, the United States and elsewhere, resulting in criticism against multinational companies, including us, as discussed in the risk factor entitled China’s
Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of Unreliable Entities
(“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our revenue and results of
operations. As a consequence, these matters (and matters like them) have the potential to affect our revenue, our results of operations 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 (including on a strict liability basis) 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.
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An additional risk that is related to the foreign production of goods is in regard to the transportation of goods from such foreign locations. Strikes, work
slowdowns and stoppages and other actions at ports of shipment and entry could slow or stop the inflow of goods. Additionally, shipments are threatened by
piracy, military actions and terrorism on shipping routes (like the attacks on commercial shipping vessels in the Red Sea), and similar actions. The impact of these
conditions could be the same as described in the risk factor entitled “We depend on third parties to manufacture our products and any disruption in our
relationships with these parties or in their businesses may materially adversely affect our business.”
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 the stores operated by our business partners, could have a material adverse
effect on our financial condition, results of 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, such as droughts and extreme heat, natural disasters, terrorist
attacks or the perceived threat of terrorist attacks. Disease epidemics and other health-related concerns, such as the COVID-19 pandemic, also could result in (and,
in the case of the pandemic, did result 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 and the Israel-Hamas war, or the perceived threat of war, also could result in (and, in the case of the war in Ukraine and the Israel-
Hamas war, 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 unrest and demonstrations also could affect consumer traffic and purchasing.
Our U.S. retail store operations are a material contributor to our revenue. The majority of our United States stores are located away from major
residential centers or near vacation destinations, making travel and tourism a critical factor in their success. These retail businesses historically also have had a
significant portion of their revenue attributable to sales to international tourists and, as such, have been negatively affected by the decrease in international tourists
traveling to the United States. In addition to the factors discussed above, international tourism to the United States could be reduced, as could the extent to which
international tourists shop at our 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. Reductions in international tourist traffic and spending have had, and in the future may have, a material
adverse effect on our financial condition and results of operations.
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 of the mall;
•
increased competition in areas where the stores or malls 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 to our digital commerce sites.
If our suppliers, licensees, or other business partners, or the suppliers used by our licensees, fail to use legal and ethical business practices, our
business could suffer.
We require our suppliers, licensees and other business partners, and the suppliers used by our licensees, to operate in compliance with international labor
standards and 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 order to promote ethical business practices. We require that third parties
audit the operations of these independent parties to determine compliance. However, we do not oversee the entirety of the operations and supply chains utilized by
our business partners and our licensees, including with respect to their labor, manufacturing and other business practices in their supply chains. 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 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 suppliers or business 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 or exporting 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 depend on third parties to manufacture our products and any disruption in our relationships with these parties or in their businesses may
materially adversely affect our business.
We depend on third parties to manufacture all products that we sell. A manufacturer’s failure to ship products to us in a timely manner, as well as
logistics disruptions, or for manufacturers to meet required quality standards could cause us to miss the delivery date requirements of our customers for those
products, as well as prime selling periods in our direct-to-consumer channels. As a result, customers could cancel their orders, refuse to accept deliveries or
demand reduced prices. Additionally, we may need to be more promotional in our direct-to-consumer channels, and we may also miss sales that would otherwise
occur when our stores are properly merchandised. Any of these actions could have a material adverse effect on our revenue and, consequently, our results of
operations.
Legal or reputational issues, such as those resulting from our listing on the UEL, could result in manufacturers or others in our supply chain being
prohibited from, or choosing against, conducting business with us or our business partners. Any of these actions could have a material adverse effect on our
revenue and, consequently, our results of operations.
Our business is susceptible to risks associated with climate change and environmental degradation, and to an increased focus by stakeholders on
climate change action and sustainability standards, which may adversely affect our business and results of operations.
Our business is susceptible to risks associated by some parties with climate change and environmental degradation, including potential disruptions to our
supply chain and impacts on the availability and costs of raw materials. Extreme heat as well as increased frequency and severity of adverse weather events (such
as storms and floods) due to climate change could 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. Our supply chain is also exposed to
risks associated with water, including drought and water scarcity, which could impact raw materials sourcing, manufacturing processes, and workers and
communities. In addition, evolving climate-related legislation and disclosure requirements, and the potential for more, coupled with carbon taxes and fluctuating
costs of sourcing renewable energy, may also increase our compliance costs. Certain of our wholesale customers have also 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 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 epidemic or other health-related concerns (such as the COVID-19 pandemic), or a cybersecurity incident, 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. This could materially and adversely affect our business, financial condition and operating results.
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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. 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 offset price reductions with sufficient reductions in product costs or operating expenses.
Volatility in the availability and prices for commodities and raw materials we use in our products (such as cotton) and inflationary pressures, including,
for example, 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 and the first half of 2023, have resulted in increased pricing pressures and, in turn, pressure on our margins. Inflationary
pressures have continued to put pressure on our margins in 2024, although to a lesser extent than in 2023. 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 any higher costs that may occur and any such price increases could have an adverse impact on consumer demand for our products. In addition,
consumer spending has been, and may continue to be, negatively impacted by reduced earnings power resulting from the current inflationary pressures, which has
resulted, and may continue to result in, lower sales of our products, increased inventories, order cancellations, higher discounts, pricing pressure, higher inventory
levels industry-wide, and lower gross margins.
We may not be successful in the takeback of licensed businesses.
We have announced plans, and in the future may pursue further opportunities, to increase direct management of our Calvin Klein and TOMMY
HILFIGER brands through takebacks of licensed businesses. Currently, we are in the process of bringing in house a significant portion 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 over time, through 2027.
The integration of previously licensed businesses may be complex, costly and time-consuming. We may have difficulty, or may not succeed, in growing
or even maintaining the businesses compared to prior performance, integrating the businesses into our operations, hiring qualified 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 takebacks 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.
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 could materially impact our profitability. Although the licensing model can be
highly profitable, 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 takebacks of licensed businesses. Please see the Risk Factor below entitled “We may not be successful in the take-back of licensed
businesses.”
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 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.
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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 global, 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 digitally native brands;
digital retailing 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. 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, reputation 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 beginning in 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;
•
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;
•
establishing relationships with actors, athletes, musicians, celebrities, social media influencers and others on a global, regional and local basis to promote
our brands and products; and
•
effectively utilizing data and technology to achieve and exploit the foregoing.
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.
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 future requirements. If we fail to accurately forecast demand, or our supply chain and logistics partners are unable to adjust to changes in demand, we may at
times experience excess inventory levels or a shortage of product. 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, as well as impact our ability to implement and execute profitable, competitive
and effective pricing and promotional strategies, all of which could have a material adverse effect on our profitability and the reputation of our brands. If we
underestimate consumer demand, we may not have sufficient inventories of product, which could result in lost revenues, as well as damage to our reputation, the
reputation of our brands, and our relationships with customers and consumers.
23

We identified a material weakness in our internal control related to ineffective information technology general controls (“ITGCs”) which, if not
remediated appropriately or timely, could result in loss of investor confidence and adversely impact our stock price.
Internal controls related to the operation of technology systems are critical to maintaining adequate internal control over financial reporting. As disclosed
in Management’s Report on Internal Control over Financial Reporting included in Part II. Item 9A. Controls and Procedures of this Annual Report on Form 10-K,
management identified a material weakness in internal control related to ineffective ITGCs in the area of user access management over our enterprise resource
planning system and the related systems in our Europe, the Middle East and Africa region. As a result, management concluded that our internal control over
financial reporting was not effective as of February 2, 2025. We have been implementing and continue to implement measures designed to ensure that control
deficiencies contributing to the material weakness are remediated such that these controls are designed, implemented and operating effectively. While there can be
no assurance that our efforts will be successful, we plan to remediate the material weakness expeditiously. These measures will result in additional technology,
payroll and other expenses. If we are unable to remediate the material weakness, or are otherwise unable to maintain effective internal control over financial
reporting or disclosure controls and procedures, it could adversely affect our ability to accurately report our financial results, resulting in material misstatements in
our financial statements or causing us to fail to meet our reporting obligations, which could subject us to litigation or investigations requiring management
resources and payment of legal and other expenses, negatively affect investor confidence in our financial statements and adversely impact our stock price.
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 and other key executives, who have substantial experience and
capabilities in our industry and their areas of expertise. Competition for qualified personnel in the apparel industry and with certain skill sets is intense and
competitors may use aggressive tactics to recruit these individuals. The loss of services of one or more of them or the inability to timely and effectively identify a
suitable successor could have a material adverse effect on us.
Financial Risks
Our ability to obtain financing or refinance existing debt on terms that are acceptable to us could be adversely affected by general macroeconomic
conditions or our financial performance and credit ratings.
Disruption or volatility in the financial and credit markets, including as a result of macroeconomic pressures and/or geopolitical events, could limit the
availability of funds or the ability or willingness of financial institutions to extend capital to us in the future. In addition, our ability to access financial and credit
markets in the future as a source of funding, and the borrowing costs associated with such financing, is dependent upon our financial performance, outlook and
credit rating.
An inability to obtain additional financing or refinance existing debt on terms that are acceptable to us, if at all, could impact our ability to fund working
capital, capital expenditures, acquisitions, dividend payments, share repurchases and general corporate requirements and/or significantly increase our cost of
capital, which may have a material adverse effect on our results of operations, cash flows and financial condition. Furthermore, if our investment rating is
downgraded in the future, in addition to it resulting in a higher cost of capital, it could also result in reduced access to the financial and credit markets and more
restrictive covenants for future debt issuances.
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.
Changes in exchange rates between the United States dollar and other currencies 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.
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, the Canadian dollar, the Mexican peso, the Brazilian real and the
Chinese yuan, and favorably impacted during times of a weakening United States dollar against those currencies. There also is a transactional impact of foreign
exchange because our foreign subsidiaries purchase inventory in a currency other than their functional currency. We currently use and plan to
24

continue to use foreign currency forward 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 restrict the ability of our foreign subsidiaries to pay dividends and remit cash to
affiliated companies and, as a result, limit our ability to repatriate or use outside of the country the cash generated by the impacted subsidiaries, which may have
an adverse impact on the funding of our business and operations.
Our level of debt could impair our financial condition and ability to operate.
We had outstanding as of February 2, 2025 an aggregate principal amount of $2.099 billion of indebtedness, of which $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 be used for the payment of principal and interest, thereby reducing the funds available to us for our
operations or other capital needs, including planning for, or reacting to, changes in our business;
•
increasing our vulnerability to general adverse economic and industry conditions because, during periods in which we experience lower earnings and
cash flows, we will be required to devote a greater proportion of our cash flow to paying principal and interest;
•
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 utilize in, or grow or expand,
their business, fund operations or provide returns to stockholders; and
•
leaving us vulnerable to increases in interest rates with respect to our adjustable rate borrowings, including under our senior unsecured credit facilities,
and any refinancings of our fixed rate debt at higher interest rates than the current rates applicable to them.
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 our senior unsecured credit facilities to maintain a net leverage ratio below a maximum level. A prolonged disruption to our
business may impact (and, in 2020, did impact) our ability to comply with this covenant. Non-compliance with this covenant would constitute an event of default
under the terms of the facilities, which may result in an acceleration thereof, which in turn could trigger defaults under our other debt facilities.
Our inability to comply with the covenant may require us to seek (and, in 2020, we did receive for a one-year period) relief in the form of a waiver.
Waivers often require payment of a fee and may lead to increased costs, increased interest rates, additional restrictive covenants, the granting of security interests
and other lender protections, any of which could be significant. Furthermore, our ability to provide additional protections under the senior unsecured credit
facilities will be limited by the restrictions under our other debt facilities. There can be no assurance that we would be able to obtain waivers in a timely manner,
on terms acceptable to us, or at all. If we are not able to obtain a needed waiver, there can be no assurance that we would be able to raise sufficient 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 are subject to change. Moreover, there may be changes from time to time in interpretation and enforcement of existing tax law. As a result, we may pay
additional taxes if rates increase or if laws, regulations or treaties in the jurisdictions where we operate are modified. The Organization for Economic Cooperation
and Development (“OECD”) has proposed updates to long-standing international tax principles, addressing issues such as profit
25

shifting among affiliated entities in different tax jurisdictions and a global minimum effective tax rate of 15%, generally referred to as “Pillar Two.” In response,
some member countries have already implemented or are planning to implement legislation to align their tax rules with the OECD’s recommendations in 2024 and
beyond. The Pillar Two legislation did not have a material impact on our 2024 effective tax rate. However, the final outcome and application of these rules in the
U.S. and other jurisdictions could potentially have a material adverse financial impact on us.
In addition, various national and local taxing authorities periodically audit our returns. The resolution of an 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 various intercompany transactions. While we believe these transactions are conducted at arm’s length and are
supported by the appropriate transfer pricing documentation, local tax authorities may scrutinize the transfer prices and conditions in place, which could
potentially result in additional tax liabilities.
If we are unable to fully utilize our deferred tax assets, our profitability could be reduced.
Our deferred 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, there continues to be significant uncertainty with respect to the actuarial gain or loss we may record on our retirement plans in 2025. We may incur a
significant actuarial gain or loss in 2025 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.
26

Adverse changes in future market conditions, a shift in consumer buying trends 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 material impairment charge if we are unable to recover the carrying
value of our goodwill, other indefinite-lived intangible assets and long-lived assets.
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-operational and driven primarily by a significant increase in discount rates, as a result of then-current economic conditions. As of
February 2, 2025, we had $2.260 billion of goodwill and $3.021 billion of other intangible assets on our balance sheet, which together represented 48% of our
total assets.
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, as the TOMMY HILFIGER and Calvin Klein brands enjoy significant worldwide consumer recognition
and the generally premium pricing of products under the brands creates 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 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 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 in
proceedings relating to marks similar to some of ours or a company’s claim of prior rights to some of our trademarks.
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 our
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 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 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 the 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, systems that communicate with third parties, and website and mobile applications through which we communicate with our consumers and our
employees. We process, transmit, store and maintain information about consumers, associates and other individuals, as well as business partners, in the ordinary
course of business. This includes personally identifiable information protected under applicable laws, the 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, website or application to
operate effectively or any significant disruption thereto that may occur, including as a result of malicious actors, catastrophic events, natural disasters, or
otherwise, could require significant remediation costs and adversely impact our operations. The growing integration of artificial intelligence into business systems
27

raises concerns about data exposure and privacy risks. Additionally, malicious actors are using artificial intelligence to carry out more sophisticated social
engineering attacks, increasing the potential for harm.
We utilize a risk-based, multi-layered information security approach based on the “NIST” (National Institute of Standards and Technology)
Cybersecurity Framework version 2.0 to identify and address cybersecurity risks. We take measures to protect data and ensure that those who use our systems are
aware of the importance of protecting our systems and data. These steps include implementing security standards, endpoint and network system security tools,
associate training programs and security response and recovery procedures. To measure the effectiveness of our cybersecurity controls, we frequently perform
phishing exercises, tabletop exercises and penetration tests. We also provide training to all associates with access to our systems through online courses.
Mandatory global courses on information security and data privacy were each conducted in 2024, as were 15 exercises/tests. We maintain an escalating discipline
schedule for individual test failures, including additional training, which would ultimately lead to the loss of access rights. We also administer specific training
courses to the members of the Board of Directors, one of which is typically mandatory annually. 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 require third party providers who have access to our systems or receive personally identifiable information or other confidential data to take effective
measures to protect data, but have no control over their efforts and are limited in our ability to assess their systems and processes. As a result, these third party
providers also are a source of cybersecurity and other related risks for us. When 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 damage and problems. These security events could disrupt our business, severely damage our reputation and our relationship with vendors,
customers and consumers, and expose us to risks of regulatory enforcement activity, litigation and liability. While we maintain insurance coverage, including
cybersecurity insurance, it may be unavailable or insufficient to cover all losses or claims, and it does not remedy the reputational and future business impacts.
Although we require third party providers with access to our systems and confidential information to have insurance coverage for any losses we may experience
due to their work, the amount we can recover may not fully compensate us for any loss we experience.
We regularly implement new systems and hardware and are currently undertaking a major multi-year SAP S/4 implementation to upgrade 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 implementation initiatives. 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. 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. There have been significant enactments and developments in the area of data privacy and cybersecurity laws
and regulations, such as the General Data Protection Regulation in the European Union, the California Consumer Privacy Act/California Privacy Rights Act, and
Personal Information Protection Law in China. These laws and regulations have caused and could continue to cause us to change the way
28

we operate, including in a less efficient manner, in order to comply with these laws. We have a global data privacy program and, 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 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 damages, whether or not we ultimately are successful in defending ourselves.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk Management and Strategy
Cybersecurity is a critical priority within, and has been integrated into, our enterprise risk management framework. We have instituted a risk-based,
multi-dimensional global cybersecurity program, guided by the framework established by NIST. This program aims to assess, identify, and manage risks from
potential threats to our data, systems and networks, as well as those of our primary third-party suppliers. We have deployed a suite of physical, administrative and
technological safeguards to protect our information systems, encompassing personal data (associate, consumer, customer and business partner), intellectual
property and confidential business information. These protections are designed to maintain the confidentiality, integrity and availability of all information housed
within our network infrastructure.
Our key cybersecurity processes within our program include the following:
Risk-based Controls for Information and Systems – We strive to secure our information technology infrastructure and data by implementing,
maintaining and executing controls and continuously improving our cybersecurity program’s maturity, risk management framework, policies, procedures and
governance.
Incident Response Plan and Testing – We have a cybersecurity incident response plan and dedicated teams to respond to incidents. Cross-functional
teams assess priority and severity, and external experts, including legal counsel, may be consulted. Our cybersecurity teams respond to incidents based on severity
levels and improve our plan through regular table top breach exercises, penetration tests and simulations.
Education and Interactive Training – We provide cybersecurity training to associates, which includes monthly phishing exercises, to help them protect
sensitive information and follow best practices. We offer role-based training for regulatory compliance and work with external partners to develop and deliver
education and training to mitigate cybersecurity risks. We continually evaluate trends within the industry, apply necessary controls and empower our leadership to
make informed, risk-based decisions.
Third-Party Risk Management – We execute targeted cybersecurity assessments of suppliers, evaluating their risk profiles and using a rating
mechanism to identify vulnerabilities. We also partner with primary suppliers to implement advanced security measures to safeguard their information technology
systems and have data security provisions in our contracts with third parties that handle our data.
Threat and Vulnerability Management – We, along with our external partners, use resources, technology, and processes to identify, remediate, and
report security threats in our systems. These controls are crucial to minimize our attack surface and prioritize possible threats.
Cybersecurity and Compliance Assessment Practices – We conduct regular cybersecurity assessments with independent firms and annual evaluations
for compliance with Payment Card Industry – Data Security Standards (PCI DSS) and benchmark maturity assessments aligned with the NIST Cybersecurity
Framework version 2.0. Our Internal Audit department evaluates our information security program through annual information security and cybersecurity audits.
We also perform internal controls testing as Section 404 of the Sarbanes-Oxley Act mandates.
29

As of the date of this report, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us,
including our business strategy, results of operations, or financial condition. For a discussion of related risks, 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 the 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.
Governance
Board of Directors
The Board of Directors oversees the management of risks related to the operation of our business. As part of its oversight, the Board receives periodic
reports (no less often than annually) from members of senior management on various aspects of risk, including, among other things, our enterprise risk
management program, business continuity planning, and cybersecurity. The Audit & Risk Management Committee of the Board of Directors has principal Board-
level responsibility for reviewing and assessing our significant risks, including cybersecurity risks, and management’s program to assess, monitor, and manage
such exposures, and can raise any significant issues pertaining to these items with the full Board of Directors at each Board meeting. As part of this role, the
Committee receives updates at most meetings from the Chief Information Security Officer (“CISO”) on various cybersecurity matters, including material risks
and threat trends, mitigation strategies, security incidents, the status of priorities and initiatives, and other related matters of importance, as well as an annual in-
depth review of cybersecurity strategy and initiatives for the coming year. Additionally, quarterly advisory services and annual training are provided to the
Committee from an independent firm which gives the Committee an outside perspective on the Company’s cybersecurity program and keeps them abreast of
cybersecurity trends affecting the industry. The Committee also reviews the results of the independent cybersecurity assessments and compliance evaluations
discussed above. In addition to these regular updates, the Committee and the full Board of Directors would also be promptly informed by the Chief Executive
Officer or Chief Financial Officer of any potentially significant cybersecurity incident should one occur, as well as provided ongoing updates from lead members
of the incident response teams, including the CISO, regarding any such incidents in accordance with our incident response plan.
Management
The CISO leads our Information Security Group, a global function that spans our organization and is responsible for executing against our global
cybersecurity program. The CISO is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents through our
key cybersecurity processes, discussed above, and, together with other lead members of the incident response teams, is responsible for informing senior leadership
across the organization about any cybersecurity incidents that may occur. Our CISO has over 25 years of experience managing and leading information
technology and cybersecurity teams and participates in various industry and public sector cybersecurity groups. The CISO reports to the Chief Technology and
Information Officer, who has over 20 years of experience leading technology teams for multi-brand consumer businesses and leads the Company’s information
technology strategy and oversees the global cybersecurity function.
30

Item 2. Properties
The general location, use, ownership status and approximate size of the principal properties that we occupied as of February 2, 2025 are set forth below:
Location
Use
Ownership

Status
Approximate

Area in

Square Feet
New York, New York
Corporate, Tommy Hilfiger and Calvin Klein administrative offices
and showrooms
Leased
694,000 
Bridgewater, New Jersey
Corporate administrative offices
Leased
239,000 
Amsterdam, The Netherlands
Tommy Hilfiger and Calvin Klein administrative offices and
showrooms
Leased
474,000 
Venlo/Oud Gastel/Sevenum, The Netherlands
Warehouse and distribution centers
Leased
2,746,000 
Palmetto/McDonough, Georgia
Warehouse and distribution centers
Leased
1,834,000 
Jonesville, North Carolina
Warehouse and distribution center
Owned
778,000 
Hong Kong SAR, China
Corporate, Tommy Hilfiger and Calvin Klein administrative offices
Leased
88,000 
As of February 2, 2025, we leased certain other administrative offices, showrooms and warehouse and distribution centers in various domestic and
international locations. We also leased and operated as of February 2, 2025, approximately 1,400 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 15, “Leases,” in the Notes to
Consolidated Financial Statements included in Item 8 of this report.
Item 3. Legal Proceedings
Investigation by China’s Ministry of Commerce
In September 2024, MOFCOM announced that it had initiated an investigation into our business under the UEL Provisions upon the suspicion that we (i)
suspended normal transactions with Chinese entities or individuals, (ii) adopted discriminatory measures against products produced in or made from raw materials
or component parts from China’s Xinjiang Uyghur Autonomous Region, and (iii) violated normal market trading principles. In October 2024, we submitted a
written response to MOFCOM and, in December 2024, we submitted a supplemental response. In January 2025, MOFCOM issued a preliminary finding that
PVH Corp. had violated normal market trading principles and in February it announced its determination and placed PVH Corp. on the UEL. We do not know if
or when MOFCOM will implement any measures as a result of the listing or what they will be if any are imposed. According to the UEL Provisions, potential
measures could include monetary fines, restrictions or prohibitions on engaging in import and export activities related to China or making investments in China,
entry denial of our relevant personnel into China, restrictions or revocation of work permits, stay or residence status of our relevant personnel in China, or other
measures. No measures have been imposed on us at this time. The practical impact of any such restrictions or prohibitions could include our inability to produce
goods in China for sale elsewhere, our inability to sell goods on a wholesale or retail basis in China, or our inability to make investments in China. Please see our
risk factor “China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of
Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our
revenue and results of operations” in Item 1A. Risk Factors for additional information.
Other Matters
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.
Item 4. Mine Safety Disclosures
Not applicable.
31

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 included in Item 8 of this report. As of March 14, 2025, there were
431 stockholders of record of our common stock.
ISSUER PURCHASES OF EQUITY SECURITIES
Period            
(a) Total Number of Shares (or
Units) Purchased
(b) Average Price Paid
per Share
       (or Unit)
(c) Total Number of Shares (or
Units) Purchased as Part of
Publicly Announced Plans or
Programs
(d) Maximum Number (or
Approximate Dollar Value) of
Shares (or Units) that May Yet Be
Purchased Under the Plans or
Programs
November 4, 2024 -
 
 
December 1, 2024
2,754 
$
98.55 
— 
$
2,019,493,810 
December 2, 2024 -
January 5, 2025
1,350,218 
107.83 
1,343,961 
1,874,577,501 
January 6, 2025 -
February 2, 2025
1,047,790 
97.55 
1,045,731 
1,772,578,403 
Total
2,400,762 
$
103.33 
2,389,692 
$
1,772,578,403 
The Company’s Board of Directors has authorized over time beginning in 2015 an aggregate $5.0 billion stock repurchase program, which includes a
$2.0 billion increase in the authorization and an extension through July 30, 2028 approved on March 27, 2024. 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. Excise taxes do not reduce the authorized amount remaining under this program.
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
2024 in connection with the settlement of restricted stock units to satisfy tax withholding requirements.
Average price paid per share (or unit) excludes excise taxes.
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.
    
(1)(2)
(1)(2)(3)
(1)
(1)
(1)
(2)
(3)
32

The performance graph compares the yearly change in the cumulative total stockholder return on our common stock against the cumulative return of the
Russell 3000 Index and the S&P 1500 Apparel, Accessories & Luxury Goods Index for the five fiscal years ended February 2, 2025.
Value of $100.00 invested after 5 years:
 
Our Common Stock
$
103.49 
Russell 3000 Index
$
197.65 
S&P 1500 Apparel, Accessories & Luxury Goods Index
$
84.99 
Item 6. [Reserved]
33

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. We have been listed on the New York Stock
Exchange for over 100 years.
    
We generated revenue of $8.7 billion, $9.2 billion, and $9.0 billion in 2024, 2023 and 2022 respectively, with over 70% of our revenue in 2024 and 2023,
and over 65% of our revenue in 2022 generated outside of the United States. Our global iconic lifestyle brands, TOMMY HILFIGER and Calvin Klein, together
generated over 90% of our revenue during each of the last three years.
In addition to TOMMY HILFIGER and Calvin Klein, which are owned, we previously owned a portfolio of other brands, which primarily consisted of
Warner’s, Olga and True&Co., which we owned until November 27, 2023. We also license Van Heusen, Nike and other brands for certain product categories.
PVH+ Plan
The PVH+ Plan is our multi-year, strategic plan to build Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world and
make PVH the leading brand building group in our sector. A description of the plan can be seen in Item 1 of this report under the heading “Our Business
Strategy.”
RESULTS OF OPERATIONS
Investigation by China’s Ministry of Commerce
In September 2024, MOFCOM announced that it had initiated an investigation into our business under the UEL Provisions. In October 2024, we
submitted a written response to MOFCOM and, in December 2024, we submitted a supplementary response. In January 2025, MOFCOM issued a preliminary
finding that PVH Corp. had violated normal market trading principles and in February it announced its determination and placed PVH Corp. on the UEL. We do
not know if or when MOFCOM will implement any measures as a result of the listing or what they will be if any are imposed. Approximately 6% and 20% of our
revenue and income before interest and taxes, respectively, were generated in China in 2024. Furthermore, if, as a result of any such measures, it is necessary for
us to cease certain or all operations in China, it may result in charges related to excess inventory and difficulty collecting trade receivables, among other things.
We may also incur material non-cash impairment charges if we are unable to recover the carrying value of our goodwill, other indefinite-lived intangible assets
and long-lived assets. Please see our risk factor “China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in
PVH Corp. being placed on the List of Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could
have a material adverse effect on our revenue and results of operations” in Part I, Item 1A. Risk Factors of this report for additional information.
Israel-Hamas War, Supply Chain Disruptions and War in Ukraine
The Israel-Hamas war, which began in October 2023, did not have a material impact on our business in 2023 and 2024 and is not expected to have a
material impact on our business in 2025. Less than 1% of our revenue in 2024 was generated in Israel, and less than 2% of our revenue in 2024 was generated in
the Middle East, including Israel.
Attacks on commercial shipping vessels in the Red Sea that began in the fourth quarter of 2023 have led to disruption and instability in global supply
chains, which have resulted in shipment delays that are impacting, and could continue to impact, our inventory and sales volume. Shipping delays have also
resulted in, and may continue to result in, increased freight costs, for reasons including the need to rely on more expensive shipping routes and shipping methods
(such as air freight). Such impacts did not have a material impact on our business in 2023 and 2024 and are not expected to have a material impact on our business
in 2025.
34

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, which resulted in a reduction in shipments to these customers. 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 (iv) an $8 million gain related to the early termination of certain store lease agreements in
Russia. Please see Note 16, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
The war in Ukraine has not had a material impact on our business in 2023 and 2024 and is not expected to have a material impact on our business in
2025.
Inflationary pressures
Inflationary pressures negatively impacted our revenue and earnings in 2022 and 2023 and, to a lesser extent, in 2024. These impacts included (i)
increased product costs in 2022 and for the first half of 2023, (ii) increased labor costs across all years and (iii) beginning late in the second quarter of 2022, a
slowdown in consumer demand for apparel and related products, as consumers have reduced discretionary spending and certain wholesale customers have taken a
more cautious approach, particularly in North America beginning in the first half of 2023 and in Europe beginning in the second half of 2023. We implemented
price increases in certain regions and for certain product categories beginning in the first quarter of 2022, and more extensively in the second half of 2022, to
mitigate the higher costs. We expect inflationary pressures will continue to negatively impact us in 2025, particularly in North America where the consumer
environment remains challenging.
Outlook Uncertainty
There continues to be uncertainty in the current macroeconomic environment due to the above-mentioned items and foreign currency volatility. Our 2025
outlook assumes no material worsening of current conditions. In addition, new and additional tariffs have been imposed recently and there is uncertainty as to
whether any additional new or increased tariffs may be imposed on our products in 2025, which could have an adverse impact on our sales or increase our costs of
goods sold. Our revenue and earnings in 2025 may be subject to significant material change as a result of these and other macroeconomic 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 branded sportswear (casual apparel), jeanswear, performance apparel, intimate apparel, underwear, swimwear,
dress shirts, handbags, accessories, footwear and other related products under owned and licensed trademarks, and (ii) the sale of certain of these products through
(a) approximately 1,400 Company-operated free-standing store locations worldwide under our TOMMY HILFIGER and Calvin Klein trademarks, (b)
approximately 1,500 Company-operated shop-in-shop/concession locations worldwide under our TOMMY HILFIGER and Calvin Klein trademarks, and (c)
digital commerce sites worldwide, under our TOMMY HILFIGER and Calvin Klein trademarks. Additionally, we generate royalty, advertising and other revenue
from fees for licensing the use of our trademarks.
Through the end of 2024, we managed our operations through our operating divisions, which are presented as the following reportable segments: (i)
Tommy Hilfiger North America; (ii) Tommy Hilfiger International; (iii) Calvin Klein North America; (iv) Calvin Klein International; and (v) Heritage Brands
Wholesale. Our discussion and disclosures within this report reflect these reportable segments. As discussed in Part I, Item I of this report under the heading
“Reportable Segments,” we changed our reportable segments effective February 3, 2025, the first day of 2025. Our new reportable segments are: (i) Americas, (ii)
Europe, the Middle East and Africa, (iii) Asia-Pacific, and (iv) Licensing. The new reportable segments reflect the way the Company is currently being managed
and for which separate financial information is available and evaluated regularly by the CODM in deciding how to allocate resources and assess performance. Our
historical segment reporting will be recast in future filings to reflect the new organizational structure.
        
35

The following actions, transactions and events, in addition to the exit from our Russia business discussed above, have impacted our results of operations
and the comparability among the years, including our full year 2025 expectations, as discussed below:
•
We amended in September 2024 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”). We recorded pre-tax costs of $51 million during the third quarter of 2024 in connection with the Mr.
Hilfiger amendment.
•
We embarked on a multi-year initiative beginning in the second quarter of 2024 to simplify our operating model through the Growth Driver 5 Actions.
The initiative is expected to result in annual cost savings of approximately $200 million to $300 million, net of continued strategic investments by 2026,
with the actions to support it largely completed by the end of 2025. We recorded pre-tax costs of $24 million during 2024 in connection with this
initiative, including (i) $33 million of costs consisting principally of severance and (ii) a $10 million gain on the sale of a warehouse and distribution
center. We expect to incur additional costs in 2025, however the additional costs cannot be quantified at this time. Please see Note 16, “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 women’s intimates businesses conducted under the Warner’s, Olga and True&Co. trademarks, including net assets with a
carrying value of $140 million, to Basic Resources on November 27, 2023 for net proceeds of $156 million. We utilized the net proceeds from the
Heritage Brands intimates transaction to repurchase shares of our common stock during the fourth quarter of 2023. We recorded an aggregate net pre-tax
gain of $13 million in the fourth quarter of 2023 in connection with the closing of the transaction, consisting of (i) a gain of $15 million, which
represented the excess of the amount of consideration received over the carrying value of the net assets, less costs to sell, partially offset by (ii) $2
million of pre-tax severance and other termination benefits associated with the transaction. We recorded an incremental gain of $10 million in the first
quarter of 2024 due to the accelerated realization of the earnout provided for in the agreement with Basic Resources. Please see Note 3, “Divestitures,” 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 has resulted in annual cost savings of over $100 million, net of continued strategic people investments. We recorded pre-tax costs of $20 million
during 2022, consisting principally of severance related to initial actions taken under the plans. We recorded pre-tax costs of $61 million during 2023,
consisting principally of severance related to additional actions taken in July and September 2023. All costs related to these actions were incurred by the
end of 2023. Please see Note 16, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further
discussion.
•
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 non-operational and driven primarily by a significant increase in discount rates as a result
of then-current economic conditions. Please see Note 6, “Goodwill and Other Intangible Assets,” 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 on May 31,
2022 for approximately $20 million in cash, of which $19 million was received in 2022 and the remaining $1 million which was previously held in
escrow was received in 2023 (the “Karl Lagerfeld transaction”). We recorded a pre-tax gain of $16 million during 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.
We extended in 2022 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 through 2027, the
first of which occurred at the end of calendar 2023. Upon expiration, we have been bringing and intend to continue to bring in house a significant portion of the
licensed product categories and directly operate these businesses. The expiration of these licenses and the transition of previously licensed product categories in
house did not have a material impact on our revenue and net income in 2024. In 2025, the transition of previously licensed product categories in house is expected
to result in a less than 1% increase to our revenue and an approximately 50 basis point decline in our gross margin.
36

Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk. 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 70% of our
2024 revenue was subject to foreign currency translation.
During 2023, the United States dollar weakened against the euro, which is the foreign currency in which we transact the most business, and strengthened
against key currencies in which we transact business in the Asia Pacific region. This trend generally continued during the first nine months of 2024, but in the
fourth quarter of 2024, the United States dollar began to strengthen against the euro, as well as most major currencies. The trend shifted again in March 2025 with
the United States dollar weakening against most major currencies including the euro. Our 2024 revenue and net income decreased by approximately $70 million
and $10 million, respectively, as compared to 2023 due to the impact of foreign currency translation. We currently expect the translational impact of foreign
currency on our 2025 revenue and net income as compared to 2024 will be immaterial.
There also is a transactional impact of foreign exchange because our foreign subsidiaries purchase inventory in a currency other than their functional
currency. We use foreign currency forward contracts to hedge against a portion of the exposure related to this transactional impact. We enter into these contracts
up to 15 months in advance for a portion of the projected inventory purchases and may enter into incremental contracts leading up to the time the inventory
purchases occur. The impact of foreign currency fluctuations on the cost of inventory purchases covered by these contracts is then realized in our results of
operations as the underlying inventory hedged by the contracts is sold. The transactional impact of foreign currency on our 2024 net income as compared to 2023
was immaterial. We currently expect the transactional impact of foreign currency on our 2025 net income as compared to 2024 also will be immaterial.
We also have exposure to changes in foreign currency exchange rates related to our €1.125 billion aggregate principal amount of senior notes that are
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 par value of these senior notes issued by 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. In addition, we
entered into multiple fixed-to-fixed cross-currency swap contracts in 2023, which, in aggregate, economically convert our $500 million principal amount of 4
5/8% senior notes due 2025 from a United States dollar-denominated obligation to a euro-denominated obligation of €457.2 million. We also designated these
cross-currency swap contracts 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 and cross-currency swaps at the end of each period is recorded in equity. Please see Note 9,
“Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
37

The following table summarizes our statements of operations in 2024, 2023 and 2022:
 
2024
2023
2022
(Dollars in millions)
 
 
Net sales
$
8,203 
$
8,752 
$
8,545 
Royalty revenue
361 
368 
372 
Advertising and other revenue
89 
98 
107 
Total revenue
8,653 
9,218 
9,024 
Gross profit
5,143 
5,363 
5,123 
% of total revenue
59.4 %
58.2 %
56.8 %
SG&A expenses
4,411 
4,543 
4,377 
% of total revenue
51.0 %
49.3 %
48.5 %
Goodwill impairment
— 
— 
417 
Non-service related pension and postretirement (cost) income
(27)
47 
92 
Other gain
20 
15 
— 
Equity in net income of unconsolidated affiliates
48 
46 
50 
Income before interest and taxes
772 
929 
471 
Interest expense
90 
99 
90 
Interest income
23 
11 
7 
Income before taxes
706 
841 
388 
Income tax expense
107 
177 
188 
Net income
$
599 
$
664 
$
200 
Total Revenue
Total revenue was $8.653 billion in 2024, $9.218 billion in 2023, and $9.024 billion in 2022. The decrease in revenue of $565 million, or 6%, in 2024
compared to 2023 included (i) a 2% decline due to the Heritage Brands intimates transaction, (ii) a 1% decline from the 53rd week in 2023 and (iii) a 1% negative
impact of foreign currency translation, with the following revenue changes in our segments:
•
The reduction of an aggregate $235 million of revenue, or a 5% decrease compared to the prior year, attributable to our Tommy Hilfiger International and
Tommy Hilfiger North America segments, which included a negative impact of $32 million, or 1%, related to foreign currency translation. Tommy
Hilfiger International segment revenue decreased 7% (including a 1% negative foreign currency impact). Revenue in our Tommy Hilfiger North America
segment was flat.
•
The reduction of an aggregate $58 million of revenue, or a 1% decrease compared to the prior year, attributable to our Calvin Klein International and
Calvin Klein North America segments, which included a negative impact of $40 million or 1%, related to foreign currency translation. Calvin Klein
International segment revenue decreased 2% (including a 1% negative foreign currency impact). Revenue in our Calvin Klein North America segment
decreased 1%.
•
The reduction of $272 million of revenue, or a 57% decrease compared to the prior year, attributable to our Heritage Brands Wholesale segment, which
included a 45% decline resulting from the Heritage Brands intimates transaction.
Our 2024 revenue through our direct-to-consumer distribution channel decreased 2% compared to 2023, including a 1% decline from the 53rd week in
2023 and a 1% negative foreign currency impact. Revenue in our owned and operated stores decreased 1%, including a 1% negative foreign currency impact.
Sales through our directly operated digital commerce businesses decreased 7%, including a 1% negative foreign currency impact, primarily due to our planned
strategic reduction of sales in Europe to drive overall higher quality of sales in the region. Our revenue through our wholesale distribution channel decreased 10%,
primarily due to (i) a 5% reduction resulting from the Heritage Brands intimates transaction and (ii) the planned strategic reduction of sales in Europe to drive
overall higher quality of sales in the region. The impact in 2024 of foreign currency translation on our wholesale distribution channel revenue was not significant.
38

The increase in revenue of $194 million, or 2% in 2023 compared to 2022 included (i) a 1% benefit from the 53rd week in 2023 and (ii) a 1% positive
impact of foreign currency translation, with the following revenue changes in our segments:
•
The addition of an aggregate $167 million of revenue, or a 4% increase compared to the prior year, attributable to our Tommy Hilfiger International and
Tommy Hilfiger North America segments, which included a positive impact of $51 million, or 1%, related to foreign currency translation. Tommy
Hilfiger International segment revenue increased 3% (including a 2% positive foreign currency impact). Revenue in our Tommy Hilfiger North America
segment increased 6%.
•
The net addition of an aggregate $131 million of revenue, or a 3% increase compared to the prior year, attributable to our Calvin Klein International and
Calvin Klein North America segments. Calvin Klein International segment revenue increased 10%. Revenue in our Calvin Klein North America segment
decreased 7%, as an increase in revenue through its direct-to-consumer distribution channel was more than offset by a decrease in revenue through the
wholesale distribution channel. The impact of foreign currency translation on our Calvin Klein segments’ revenue for the year was not significant.
•
The reduction of $105 million of revenue, or an 18% decrease compared to the prior year, attributable to our Heritage Brands Wholesale segment, which
included a 7% decline resulting from the Heritage Brands intimates transaction.
Our 2023 revenue through our direct-to-consumer distribution channel increased 9% compared to 2022, including a 1% benefit from the 53rd week, as
revenue in our owned and operated stores increased 9% and sales through our directly operated digital commerce businesses increased 10%. The impact of
foreign currency translation on our direct-to-consumer distribution channel revenue was not significant. Our revenue through our wholesale distribution channel
decreased 3% inclusive of a 1% positive foreign currency impact and a 1% reduction resulting from the Heritage Brands intimates transaction.
We currently expect revenue for the full year 2025 will be flat to increase slightly compared to 2024. The impact of foreign currency translation on our
revenue for full year 2025 is expected to be immaterial.
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 contracts as the underlying inventory hedged by such forward
contracts is sold. Warehousing and distribution expenses are included in selling, general and administrative (“SG&A”) expenses. All of our royalty, advertising
and other revenue from licensing the use of our trademarks 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.
The following table shows our revenue mix between net sales and royalty, advertising and other revenue, as well as our gross margin for 2024, 2023 and
2022:
2024
2023
2022
Components of revenue:
 
 
 
Net sales
94.8 %
94.9 %
94.7 %
Royalty, advertising and other revenue
5.2 
5.1 
5.3 
Total
100.0 %
100.0 %
100.0 %
Gross margin
59.4 %
58.2 %
56.8 %
Gross profit in 2024 was $5.143 billion, or 59.4% of total revenue, compared to $5.363 billion, or 58.2% of total revenue, in 2023. The 120 basis point
gross margin increase was primarily driven by (i) lower product costs as compared to 2023, which benefited us more significantly in the first half of the year, (ii)
the impact of a change in the revenue mix between our direct-to-consumer distribution channel and our wholesale distribution channel, as our direct-to-consumer
distribution channel was a larger proportion of total revenue in 2024 than in 2023 and carries higher gross margins, and (iii) the impact of the reduction in revenue
as a result of the Heritage Brands intimates transaction, as the revenue from the Heritage Brands intimates business carried lower gross margins. These increases
were partially offset by increased promotional selling in the fourth quarter of 2024 due to continued softness in the consumer environment particularly in North
America.
39

Gross profit in 2023 was $5.363 billion, or 58.2% of total revenue, compared to $5.123 billion, or 56.8% of total revenue, in 2022. The 140 basis point
gross margin increase was primarily driven by (i) price increases that were implemented in certain regions and for certain product categories during 2022, (ii)
lower freight and other logistics costs as compared to the prior year, (iii) 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 was a larger proportion of total revenue in 2023 than in 2022 and these segments carried
higher gross margins, and (iv) the impact of a change in the revenue mix between our direct-to-consumer distribution channel and our wholesale distribution
channel, as our direct-to-consumer distribution channel was a larger proportion of total revenue in 2023 than in 2022 and carries higher gross margins. These
increases were partly offset by (i) higher product costs as a result of inflationary pressures as compared to the prior year and (ii) an approximately 100 basis point
decline due to the unfavorable transactional impact of foreign exchange on our international businesses, particularly our European businesses, that purchase
inventory in a currency other than their functional currency, as the increased local currency value of inventory results in higher cost of goods in local currency
when the goods are sold.
We currently expect that gross margin in 2025 will decrease by approximately 100 basis points compared to 2024 primarily as a result of (i) the
approximately 50 basis point decline expected in connection with the transition of certain product categories previously licensed to G-III into our directly operated
wholesale business, as revenue through our wholesale distribution channel carries lower gross margins and (ii) the impact of a change in the revenue mix between
our International and North America segments as compared to 2024, as our North America segments’ revenue is expected to be a larger proportion of total
revenue in 2025 than in 2024 and these segments carry lower gross margins.
SG&A Expenses
Our SG&A expenses were as follows:
 
2024
2023
2022
(In millions)
 
SG&A expenses
$
4,411 
$
4,543 
$
4,377 
% of total revenue
51.0 %
49.3 %
48.5 %
SG&A expenses in 2024 were $4.411 billion, or 51.0% of total revenue, compared to $4.543 billion, or 49.3% of total revenue in 2023. The $132 million
decrease in SG&A expenses was primarily driven by cost efficiencies across the business as we continue to take a disciplined approach to managing expenses.
The 170 basis point increase in SG&A as a percentage of revenue was primarily driven by (i) the impact of a change in the revenue mix between our direct-to-
consumer distribution channel and our wholesale distribution channel as compared to 2023, as our direct-to-consumer distribution channel was a larger proportion
of our total revenue in 2024 than in 2023 and carries higher SG&A expenses as a percentage of total revenue, (ii) the impact from the deleveraging of expenses
resulting from the decline in revenue in 2024, (iii) costs incurred in connection with the Mr. Hilfiger amendment, and (iv) restructuring costs incurred in
connection with the Growth Driver 5 Actions. These increases were partially offset by the favorable impact of (i) the 2022 costs savings initiative and (ii) cost
efficiencies across the business as we continue to take a disciplined approach to managing expenses.
SG&A expenses in 2023 were $4.543 billion, or 49.3% of total revenue, compared to $4.377 billion, or 48.5% of total revenue in 2022. The 80 basis
point increase was primarily driven 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 was a larger proportion of our total revenue in 2023 than in 2022 and these segments carried higher SG&A expenses
as percentages of total revenue, (ii) 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 was a larger proportion of our total revenue in 2023 than in 2022 and carries higher
SG&A expenses as a percentage of total revenue, and (iii) an increase in marketing and other investments to drive our strategic initiatives. These increases were
partially offset by (i) the absence in 2023 of costs incurred in 2022 in connection with the exit from our Russia business, (ii) the net favorable impact of the 2022
cost savings initiative and (iii) cost efficiencies across the business as we take a disciplined approach to managing expenses.
We currently expect that SG&A expenses as a percentage of revenue in 2025 will decrease approximately 200 basis points compared to 2024. Our
expectation for 2025 includes decreases primarily as a result of (i) the favorable impact of the Growth Driver 5 Actions and (ii) the absence of costs incurred in
connection with the Mr. Hilfiger amendment. Our expectation for 2025 does not include restructuring costs expected to be incurred in 2025 in connection with
Growth Driver 5 Actions as these costs cannot be quantified at this time.
40

Goodwill Impairment
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 non-operational and driven primarily by a significant increase in discount rates, as a result of then-
current economic conditions.
Please see Note 6, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further
discussion of this impairment.
Non-Service Related Pension and Postretirement (Cost) Income
Non-service related pension and postretirement (cost) income was $(27) million, $47 million, and $92 million in 2024, 2023 and 2022, respectively.
Non-service related pension and postretirement cost in 2024 included an actuarial loss on our retirement plans of $28 million. Non-service related pension and
post retirement income in 2023 and 2022 included actuarial gains on our retirement plans of $46 million, inclusive of a $20 million pre-tax curtailment gain
recorded in connection with a change to our defined benefit pension plans, and $78 million, respectively.
Please see Note 11, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further
discussion of our pension and postretirement plans, including the 2023 change to freeze our defined benefit pension plans.
Non-service related pension and postretirement (cost) income 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. We currently
expect that non-service related pension and postretirement income for 2025 will be immaterial. However, our expectation of 2025 non-service related pension and
post-retirement income does not include the impact of an actuarial gain or loss. As a result of the recent volatility in the financial markets, there is significant
uncertainty with respect to the actuarial gain or loss we may record on our retirement plans in 2025. We may record a significant actuarial gain or loss in 2025 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. As such,
our actual 2025 non-service related pension and postretirement income may be significantly different than our projections.
Other Gain
We recorded a gain of $10 million related to the sale of a warehouse and distribution center in the third quarter of 2024 in connection with the Growth
Driver 5 Actions. Please see Note 16, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further
discussion.
We recorded a gain of $15 million in the fourth quarter of 2023 in connection with the closing of the Heritage Brands intimates transaction and an
incremental gain of $10 million in the first quarter of 2024 due to the accelerated realization of the earnout provided in the agreement with Basic Resources.
Please see Note 3, “Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
Equity in Net Income of Unconsolidated Affiliates
The equity in net income of unconsolidated affiliates was $48 million, $46 million, and $50 million of income in 2024, 2023, and 2022 respectively.
These amounts relate to our share of income (loss) from (i) our joint venture for the TOMMY HILFIGER and Calvin Klein 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 TOMMY HILFIGER brand in Brazil,
(iv) our PVH Legwear LLC joint venture for the TOMMY HILFIGER and Calvin Klein brands and certain licensed trademarks in the United States and Canada,
and (v) our investment in Karl Lagerfeld prior to the closing of the Karl Lagerfeld transaction during 2022. The equity in net income of unconsolidated affiliates
for 2022 also included a $16 million pre-tax gain in connection with the Karl Lagerfeld 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.
41

The equity in net income of unconsolidated affiliates for 2024 was relatively flat compared to 2023. The equity in net income of unconsolidated affiliates
for 2023 decreased as compared to 2022 primarily due to the absence in 2023 of the $16 million pre-tax gain recorded in 2022 in connection with the Karl
Lagerfeld transaction, partly offset by an increase in income attributable to our joint venture in Mexico and our PVH Legwear LLC joint venture.
We currently expect that our equity in net income of unconsolidated affiliates for the full year 2025 will be relatively flat as compared to 2024.
Interest Expense, Net
Interest expense, net decreased to $67 million in 2024 from $88 million in 2023 primarily due to (i) an increase in interest income resulting from higher
levels of invested cash and higher interest rates as compared to the prior year period and (ii) the impact of the repayment of the $100 million 7 3/4% debentures in
November 2023.
Interest expense, net increased to $88 million in 2023 from $83 million in 2022 primarily due to an increase in interest rates as compared to 2022.
Please see the section entitled “Financing Arrangements” within “Liquidity and Capital Resources” below for further discussion.
Interest expense, net for the full year 2025 is currently expected to increase to approximately $85 million compared to $67 million in 2024, primarily due
to the impacts of accelerated share repurchase (“ASR”) agreements we intend to enter into in April 2025 to repurchase $500 million of shares of our common
stock. Please see the section entitled “Acquisition of Treasury Shares” within “Liquidity and Capital Resources” below for further discussion.
Income Taxes
Income tax expense was as follows:
 
2024
2023
2022
(Dollars in millions)
 
Income tax expense
$
107 
$
177 
$
188 
Income tax as a % of pre-tax income
15.2 %
21.1 %
48.4 %
Significant items which have caused our tax rate to fluctuate each year include the items discussed below. The effect that discrete tax amounts have on
the effective income tax rate in each year is not comparable due to changes in our pre-tax income.
Our effective income tax rate for 2024 was 15.2% primarily due to (i) a favorable change in our uncertain tax positions including a benefit to our
effective tax rate of 4.7% from the settlement of a multi-year audit in an international jurisdiction in the second quarter of 2024 and (ii) the favorable tax impacts
of the foreign derived intangible income deduction and the generation of certain foreign tax credits, partially offset by (iii) an unfavorable change in our
jurisdictional mix of earnings.
Our effective income tax rate for 2023 was 21.1% primarily due to the favorable tax impacts of the foreign derived intangible income deduction and the
generation of certain foreign tax credits, offset by our jurisdictional mix of earnings.
Our effective income tax rate for 2022 was 48.4%. Our 2022 effective income tax rate included 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%.
We currently expect that our effective income tax rate in 2025 will be approximately 22%.
We file income tax returns in more than 40 international jurisdictions each year. Our tax rate is influenced by several factors, including the mix of
international and domestic pre-tax earnings, specific discrete transactions and events, new regulations, audits by tax authorities, and new information received,
These elements may lead to adjustments in both our estimate for uncertain tax positions and the overall effective tax rate. Please see Note 8, “Income Taxes,” in
the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
42

The Organization for Economic Cooperation and Development released the Pillar Two framework which includes transition and safe harbor guidelines
around the implementation of a global minimum effective tax rate of 15%. Pillar Two legislation was enacted in certain jurisdictions where we operate and was
effective in 2024. The global minimum effective tax rate did not have a material impact on our 2024 effective tax rate and based on our current analysis of the
Pillar Two provisions, we do not expect it to have a material impact on our 2025 effective tax rate. We continue to monitor and reflect the impact of such
legislative changes in future financial statements as appropriate.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Summary and Trends
Cash and cash equivalents at February 2, 2025 was $748 million, an increase of $40 million from $708 million at February 4, 2024. The change in cash
and cash equivalents included the impact of (i) approximately $500 million of common stock repurchases under the stock repurchase program (please see section
entitled “Acquisition of Treasury Shares” below for further discussion), (ii) $553 million of net proceeds from the issuance of €525 million principal amount of 4
1/8% senior notes due 2029 and (iii) the $562 million redemption of €525 million principal amount of 3 5/8% senior notes due 2024. We ended 2024 with
approximately $1.4 billion of borrowing capacity available under our various debt facilities.
Cash flow in 2025 will be impacted by various factors, including, as discussed further below in this “Liquidity and Capital Resources” section, (i)
common stock repurchases pursuant to ASR agreements of $500 million, (ii) projected capital expenditures of approximately $200 million and (iii) mandatory
long-term debt repayments on our term loan under our 2022 senior unsecured credit facilities of approximately $11 million, subject to exchange rate fluctuations.
Additionally, we are exploring alternatives, including refinancing, to fund the repayment of our $500 million senior unsecured notes due in 2025.
As of February 2, 2025, $353 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 in jurisdictions which we would expect to incur material tax costs
upon the distribution of such amounts. 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 $741 million in 2024 compared to $969 million in 2023. The decrease in cash provided by operating activities
as compared to 2023 was primarily driven by changes in our working capital, including (i) changes to trade receivables primarily as a result of (a) an increase in
trade receivables in the current year period, primarily driven by the timing of sales to our wholesale customers and (b) a decrease in trade receivables during the
prior year period, primarily driven by a decrease in our wholesale revenue in the fourth quarter of 2023 as compared to the fourth quarter of 2022, and (ii) changes
in inventories net of the related change in payables.
Supply Chain Finance Program
We have a voluntary supply chain finance program (the “SCF program”) administered through a third party platform that provides our inventory
suppliers with the opportunity to sell their receivables due from us to participating financial institutions in advance of the invoice due date, at the sole discretion of
both the suppliers and the 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, which generally do not exceed 90
days, are not impacted by suppliers’ participation in the SCF program. Please see Note 21, “Other Comments,” in the Notes to Consolidated Financial Statements
included in Item 8 of this report for further discussion of our SCF program.
Investments in Unconsolidated Affiliates
Dividends received from our investments in unconsolidated affiliates of $42 million, $30 million and $16 million during 2024, 2023 and 2022,
respectively, are included in our net cash provided by operating activities in our Consolidated Statements of Cash Flows for the respective period. 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.
43

Heritage Brands Intimates Transaction
We completed the sale of our women’s intimates businesses conducted under the Warner’s, Olga and True&Co. trademarks to Basic Resources on
November 27, 2023 for net proceeds of $156 million, of which $160 million of gross proceeds are presented as investing cash flows and $4 million of transaction
costs are presented as operating cash flows in the Consolidated Statement of Cash Flows for 2023. Due to the accelerated realization of the earnout provided for in
the agreement with Basic Resources that occurred during the first quarter of 2024, we are receiving additional proceeds of $10 million, which is being paid to us
in installments through the first quarter of 2025. We received $7.5 million of the earnout during 2024. Please see Note 3, “Divestitures,” in the Notes to
Consolidated Financial Statements included in Item 8 of this report for further discussion.
Sale of Warehouse and Distribution Center
We completed the sale of a warehouse and distribution center in the third quarter of 2024 for net proceeds of $10 million in connection with our multi-
year initiative to simplify our operating model by centralizing certain processes, and improving systems and automation to drive more efficient and cost-effective
ways of working across the organization. Please see Note 16, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Item 8 of this
report for further discussion.
Karl Lagerfeld Transaction
We completed the sale of our approximately 8% economic interest in Karl Lagerfeld to a subsidiary of G-III on May 31, 2022 for $20 million in cash, of
which $19 million was received in 2022 and the remaining $1 million which was previously held in escrow was received in 2023. 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.
Capital Expenditures
    
Our capital expenditures in 2024 were $159 million compared to $245 million in 2023. The capital expenditures in 2024 primarily consisted of (i)
investments in (a) new stores and store renovations and (b) our information technology infrastructure worldwide, including information security, (ii) upgrades and
enhancements to platforms and systems worldwide, including our digital commerce platforms, and (iii) enhancements to our warehouse and distribution network
in Europe and North America. We currently project that capital expenditures for 2025 will increase to approximately $200 million and will primarily consist of
continued investments in these same categories.
Dividends
Cash dividends paid on our common stock totaled $9 million, $9 million and $10 million in 2024, 2023 and 2022, respectively.
We currently project that cash dividends paid on our common stock in 2025 will be approximately $8 million based on our current dividend rate, the
number of shares of our common stock outstanding as of February 2, 2025, our estimate of stock to be issued during 2025 under our stock incentive plan and our
estimate of stock repurchases during 2025.
Acquisition of Treasury Shares
The Board of Directors has authorized over time beginning in 2015 an aggregate $5 billion stock repurchase program through July 30, 2028.
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. Beginning January 1, 2023, our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation
Reduction Act.
We intend to enter into ASR agreements in April 2025 to repurchase $500 million of shares of our common stock. The ASR agreements will be included
under our current $5 billion stock repurchase authorization approved by the Board of Directors. We intend to fund the ASR agreements with cash on hand and
additional borrowings.
44

During 2024, 2023 and 2022, we purchased 4.7 million shares, 5.7 million shares and 6.2 million shares, respectively, of our common stock under the
program in open market transactions for $501 million (excluding excise taxes of $5 million), $550 million (excluding excise taxes of $5 million) and $399
million, respectively. Purchases of $4 million were accrued for in our Consolidated Balance Sheet as of February 2, 2025. Purchases of $2 million that were
accrued for in our Consolidated Balance Sheet as of February 4, 2024 were paid in 2024. As of February 2, 2025, the repurchased shares were held as treasury
stock and $1.773 billion of the authorization remained available for future share repurchases, excluding excise taxes, as the excise taxes do not reduce the
authorized amount remaining.
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.
Financing Arrangements
Our capital structure was as follows:
(In millions)
2/2/25
2/4/24
Short-term borrowings
$
— 
$
— 
Current portion of long-term debt
511 
578 
Finance lease obligations
6 
10 
Long-term debt
1,580 
1,592 
Stockholders’ equity
5,141 
5,119 
In addition, we had $748 million and $708 million of cash and cash equivalents as of February 2, 2025 and February 4, 2024, respectively.
Short-Term Borrowings
We have the ability to draw revolving borrowings under the senior unsecured credit facilities discussed below in the section entitled “2022 Senior
Unsecured Credit Facilities.” We had no revolving borrowings outstanding under these facilities as of February 2, 2025 and February 4, 2024.
Additionally, we have the ability to borrow under short-term lines of credit, overdraft facilities and short-term revolving credit facilities denominated in
various foreign currencies. These facilities provided for borrowings of up to $196 million based on exchange rates in effect on February 2, 2025 and are utilized
primarily to fund working capital needs. We had no borrowings outstanding under these facilities as of February 2, 2025 and February 4, 2024.
Commercial Paper
    
We have the ability to issue unsecured commercial paper notes with maturities that vary but do not exceed 397 days from the date of issuance primarily
to fund working capital needs. Borrowings under the commercial paper note program, when taken together with the revolving borrowings outstanding under the
multicurrency revolving credit facility included in the 2022 facilities (as defined below), cannot exceed $1.150 billion. We had no borrowings outstanding under
the commercial paper note program as of February 2, 2025 and February 4, 2024.
Finance Lease Obligations
Our cash payments for finance lease obligations totaled $4 million, $5 million and $5 million in 2024, 2023 and 2022, respectively.
2022 Senior Unsecured Credit Facilities
On December 9, 2022 (the “Closing Date”), we entered into senior unsecured credit facilities (the “2022 facilities”), the proceeds of which, along with
cash on hand, were used to repay all of the outstanding borrowings under the 2019 facilities (as defined below), as well as the related debt issuance costs.
The 2022 facilities consist of (a) a €441 million euro-denominated Term Loan A facility (the “Euro TLA facility”), (b) a $1.150 billion United States
dollar-denominated multicurrency revolving credit facility (the “multicurrency revolving credit
45

facility”), which is available in (i) United States dollars, (ii) Australian dollars (limited to A$50 million), (iii) Canadian dollars (limited to C$70 million), or (iv)
euros, yen, pounds sterling, Swiss francs or other agreed foreign currencies (limited to €250 million), and (c) a $50 million United States dollar-denominated
revolving credit facility available in United States dollars or Hong Kong dollars (together with the multicurrency revolving credit facility, the “revolving credit
facilities”). The 2022 facilities are due on December 9, 2027. In connection with the refinancing in 2022 of the 2019 facilities, we paid debt issuance costs of $9
million (of which $1 million was expensed as debt modification costs and $8 million is being amortized over the term of the 2022 facilities) and recorded debt
extinguishment costs of $1 million to write off previously capitalized debt issuance costs.
The multicurrency revolving credit facility also includes amounts available for letters of credit and has 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 multicurrency 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 revolving credit
facilities by an aggregate amount not to exceed $1.5 billion. The lenders under the 2022 facilities are not required to provide commitments with respect to such
additional facilities or increased commitments.
The terms of the Euro TLA facility require us to make quarterly repayments of amounts outstanding, which commenced with the calendar quarter ending
March 31, 2023. Such required repayment amounts equal 2.50% per annum of the principal amount outstanding on the Closing Date, paid in equal installments
and subject to certain customary adjustments, with the balance due on the maturity date of the Euro TLA facility. The outstanding borrowings under the 2022
facilities are prepayable at any time without penalty (other than customary breakage costs). Any voluntary repayments made by us would reduce the future
required repayment amounts. The outstanding principal balance for the Euro TLA facility was €419 million as of February 2, 2025.
We made payments totaling $12 million on our term loan under the 2022 facilities in each of 2024 and 2023. We made payments of $488 million on our
term loan under the 2019 facilities during 2022, which included $23 million of mandatory payments and the $465 million repayment of the 2019 facilities in
connection with the refinancing of the senior credit facilities.
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 2022 facilities bear interest at a rate per annum equal to, at our option, either a base rate or
an adjusted term secured overnight financing rate (“SOFR”), calculated in a manner set forth in the 2022 facilities, plus an applicable margin.
The borrowings denominated in other foreign currencies under the 2022 facilities bear interest at various indexed rates specified in the 2022 facilities and
are calculated in a manner set forth in the 2022 facilities, plus an applicable margin.
The applicable margin with respect to the Euro TLA facility as of February 2, 2025 was 1.250%. The applicable margin with respect to the revolving
credit facilities as of February 2, 2025 was 0.125% for loans bearing interest at the base rate, Canadian prime rate or daily simple ESTR and 1.125% for loans
bearing interest at the EURIBOR or any other rate specified in the 2022 facilities. The applicable margin for borrowings under the Euro TLA facility and each
revolving credit facility 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.
46

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 on December 9, 2022 as discussed above in the section entitled “2022 Senior Unsecured Credit Facilities.” The 2019 facilities included 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.
7 3/4% Debentures Due 2023
We had $100 million of debentures due November 15, 2023 that accrued interest at the rate of 7 3/4%. We repaid these debentures at maturity.
3 5/8% Euro Senior Notes Due 2024
We had outstanding €525 million principal amount of 3 5/8% senior notes due July 15, 2024. We redeemed these notes on April 25, 2024 utilizing the net
proceeds from the issuance of the €525 million principal amount of 4 1/8% senior notes due July 16, 2029 together with other available funds, as discussed below.
We recorded an immaterial amount of debt extinguishment costs to write-off previously capitalized debt issuance costs associated with these notes during the first
quarter of 2024.
4 5/8% Senior Notes Due 2025
We have outstanding $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 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.
We entered into multiple fixed-to-fixed cross-currency swap contracts in 2023, which, in aggregate, economically convert our $500 million principal
amount of 4 5/8% senior notes due 2025 from a United States dollar-denominated obligation to a euro-denominated obligation of €457.2 million. As part of these
swap contracts, we will receive fixed-rate United States dollar-denominated interest at a weighted average rate of 1.405% and pay fixed-rate euro-denominated
interest at a rate of 0%.
3 1/8% Euro Senior Notes Due 2027
We have outstanding €600 million principal amount of 3 1/8% senior notes due December 15, 2027. 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.
4 1/8% Euro Senior Notes Due 2029
We issued on April 15, 2024, €525 million principal amount of 4 1/8% senior notes due July 16, 2029. We paid €5 million ($6 million based on exchange
rates in effect on the payment date) of fees in connection with the issuance of the notes, which are being amortized over the term of the notes.
We intend to allocate an amount equal to the net proceeds of the offering to finance or refinance new or existing environmental Eligible Projects (as
defined in the prospectus relating to the notes offering) focused mainly on the use of sustainable materials and packaging and circularity. Pending allocation to
Eligible Projects, we utilized the net proceeds of the offering, together with other available funds, to redeem the €525 million principal amount of 3 5/8% senior
notes due July 15, 2024, as discussed above.
We may redeem some or all of these notes at any time prior to April 16, 2029 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 16, 2029, or all of these notes at any time in the event of certain developments affecting
taxation, at their principal amount plus any accrued and unpaid interest.
47

Our ability to create liens on our assets or engage in sale/leaseback transactions is restricted under the indentures governing our senior notes.
As of February 2, 2025, we were in compliance with all applicable financial and non-financial covenants under our financing arrangements.
As of February 2, 2025, our issuer credit was rated BBB- by Standard & Poor’s with a positive outlook and our corporate credit was rated Baa3 by
Moody’s with a positive 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 7, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of our debt.
Additional Cash Requirements
The following table summarizes current and long-term cash requirements as of February 2, 2025, which we expect to fund primarily with cash generated
from operating cash flows and continued access to financial and credit markets:
 
Cash Requirements
Description
Total
2025
2026-2027
2028-2029
Thereafter
(In millions)
Long-term debt
$
2,099 
$
511 
$
1,044 
$
544 
Interest payments on long-term debt
236 
72 
119 
45 
Operating and finance leases
1,613 
350 
551 
341 
$
371 
Inventory purchase commitments
796 
796 
Other cash requirements
193 
100 
85 
8 
Total
$
4,937 
$
1,829 
$
1,799 
$
938 
$
371 
______________________
At February 2, 2025, the outstanding principal balance under our senior unsecured Term Loan A facility was $434 million, which requires mandatory
payments through December 9, 2027 (according to the mandatory repayment schedules). We also had outstanding $500 million of 4 5/8% senior
unsecured notes due July 10, 2025, $622 million of 3 1/8% senior unsecured euro notes due December 15, 2027 and $544 million of 4 1/8% senior
unsecured euro notes due July 16, 2029.
We lease Company-operated free-standing retail store locations, warehouses, distribution centers, showrooms, office space, and certain equipment and
other assets. Please see Note 15, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
Represents contractual commitments that are enforceable and legally binding for goods on order and not received or paid for as of February 2, 2025.
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 2025. This amount does not include
foreign currency forward contracts that we have entered into to manage our exposure to exchange rate changes with respect to certain of these purchases.
Please see Note 9, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further
information.
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.
Not included in the above table are contributions to our qualified defined benefit pension plans, or payments in connection with our unfunded non-
qualified supplemental defined benefit pension plans and our unfunded postretirement health care and life insurance benefits plans. These cash requirements
cannot be determined due to the number of assumptions required to estimate our future benefit obligations, including return on assets and discount rate. The
liabilities associated with these plans are presented in Note 11, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements
(1)
(2)
(3)
(4)
(1)
(2)
(3)
(4)
48

included in Item 8 of this report. Currently, we do not expect to make any material contributions to our pension plans in 2025. 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 $52 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 8, “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 million of asset retirement obligations related to our 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 due to
the uncertainty of timing of future cash outflows associated with such obligations. Please see Note 21, “Other Comments,” in the Notes to Consolidated Financial
Statements included in Item 8 of this report for further information related to asset retirement obligations.
Not included in the above table are the cash flows associated with fixed-to-fixed cross-currency swap contracts that expire on July 10, 2025 due to the
uncertainty regarding the future cash settlements associated with these contracts. Please see Note 9, “Derivative Financial Instruments” included in Item 8 of this
report for further information related to these cross-currency swap contracts.
MARKET RISK
Financial instruments held by us as of February 2, 2025 primarily include cash and cash equivalents, short-term borrowings, long-term debt, foreign
currency forward contracts and cross-currency swap contracts. Note 10, “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, 2025. Cash and cash equivalents held by us are affected by short-term
interest rates. Given our balance of cash and cash equivalents at February 2, 2025, the effect of a 10 basis point change in short-term interest rates on our interest
income would be approximately $0.7 million annually. Borrowings under our senior unsecured term loan facility bear interest at a rate equal to an applicable
margin plus a variable rate. As such, our senior unsecured term loan facility exposes us to market risk for changes in interest rates. As of February 2, 2025,
approximately 80% of our long-term debt was at a fixed interest rate, with the remaining (euro-denominated) balance at a variable interest rate. Interest on the
euro-denominated debt is subject to change based on fluctuations in the one-month EURIBOR. The effect of a 10 basis point change in the current one-month
EURIBOR on our variable interest expense would be approximately $0.4 million annually. Please see “Liquidity and Capital Resources” in the Management’s
Discussion and Analysis section included in Part II, Item 7 of this report for further discussion of our credit facilities.
Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk.
Over 70% of our $8.7 billion of revenue in 2024 and $9.2 billion of revenue in 2023, and over 65% of our $9.0 billion of revenue in 2022 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 Japanese yen, the Korean won, the British pound, the Australian dollar, the
Canadian dollar, the Mexican peso, the Brazilian real and the Chinese yuan, and favorably impacted during times of a weakening United States dollar against
those currencies.
Our 2024 revenue and net income decreased by approximately $70 million and $10 million, respectively, as compared to 2023 due to the impact of
foreign currency translation. We currently expect the translational impact of foreign currency on our 2025 revenue and net income as compared to 2024 will be
immaterial.
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In 2024, we recognized unfavorable foreign currency translation adjustments of $173 million within other comprehensive (loss) income principally
driven by a strengthening of the United States dollar since February 4, 2024 against the euro of 4%, certain currencies in the Asia-Pacific region (primarily the
Australian dollar of 5% and the Korean won of 9%), the Mexican peso of 17% and the Brazilian real of 15%. 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 39% of our $5.3 billion total goodwill and other intangible assets as of February 2, 2025. This translational impact was partially mitigated
by the change in the fair value of our net investment hedges discussed below.
There is also a transactional impact of foreign exchange because our foreign subsidiaries purchase inventory in a currency other than their functional
currency. We also have exposure to changes in foreign currency rates related to certain intercompany transactions and SG&A expenses. We currently use and plan
to continue to use foreign currency forward 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 enter into foreign currency forward contracts pertaining to these
inventory transactions up to 15 months in advance for a portion of the projected purchases and may enter into incremental contracts leading up to the time the
inventory purchases occur.
    
The transactional impact of foreign currency on our 2024 net income as compared to 2023 was immaterial. We currently expect the transactional impact
of foreign currency on our 2025 net income as compared to 2024 also will be immaterial.
Given our foreign currency forward contracts outstanding at February 2, 2025, 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 $95 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 use both non-derivative instruments (the par value of certain of our foreign-denominated debt) and derivative instruments (cross-
currency swap contracts), which we designate as net investment hedges. We designated the par value of our €1.125 billion aggregate principal amount of senior
notes issued by 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. In addition, we entered into multiple receive fixed-rate United States dollar-denominated interest and pay fixed-rate euro-denominated
interest cross-currency swap contracts in 2023, which we also designated as net investment hedges of our investments in certain of our foreign subsidiaries that
use the euro as their functional currency. Please see Note 9, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in
Item 8 of this report for further discussion.
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 $165 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 and to settle our cross-
currency swap contracts, 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 and to settle our cross-currency swap contracts.
Included in the calculations of expense and liabilities for our pension plans are various assumptions, including return on assets, discount rates and
mortality rates. 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 2025 net benefit
cost related to the pension plans of approximately $4 million. Likewise, a 0.25% change in the assumed discount rate would result in a change to 2025 net benefit
cost of approximately $16 million.
50

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 tends to have the highest level of royalty revenue due to higher sales by licensees in advance of the holiday selling
season. 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 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 we believe will be required to satisfy our sales allowance 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. 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 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, 2025 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, supply chain disruptions, and the war in Ukraine and the Israel-Hamas war and their broader macroeconomic implications, it is
possible that the required level of inventory reserves would need to be adjusted.
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
51

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.
Goodwill and other intangible assets—Goodwill 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 and include revenue growth rate, gross margin, operating expenses and earnings
before interest, taxes, depreciation and amortization margin. 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 total amount of goodwill allocated to that reporting 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
For the 2024 annual goodwill impairment test performed as of the beginning of the third quarter of 2024, 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.
Our annual goodwill impairment test for 2024 yielded estimated fair values in excess of the carrying amounts for all of our reporting units with assigned
goodwill and therefore no impairment of goodwill was identified.
The Tommy Hilfiger International reporting unit had an estimated fair value that exceeded its carrying amount of $2,875 million by approximately 10%.
The carrying amount of goodwill allocated to this reporting unit as of the date of the test was $1,556 million. The fair value of the Tommy Hilfiger International
reporting unit was determined using an income approach based on discounted projected future (debt-free) cash flows. The discount rate applied to these cash
flows was based on the weighted average cost of capital for the reporting unit, which takes market participant assumptions into consideration. Estimated future
operating cash flows were discounted at a rate of 13% to account for the relative risks of the estimated future cash flows. Holding all other assumptions constant, a
100 basis point change in the annual revenue growth rate assumption for this business would result in a change to the estimated fair value of the reporting unit of
approximately $161 million. Likewise, a 100 basis point change in the weighted average cost of capital would result in a change to the estimated fair value of the
reporting unit of approximately $281 million. While the Tommy Hilfiger International 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.
52

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 impairment in our Consolidated Statement of Operations. The impairments were driven primarily by a significant increase in discount rates.
No impairment of goodwill resulted from our annual impairment test in 2023. Please see Note 6, “Goodwill and Other Intangible Assets,” in the Notes to
Consolidated Financial Statements included in Item 8 of this report for further discussion.
Indefinite-Lived Intangible Assets Impairment Testing
For the 2024 annual indefinite-lived intangible assets impairment test performed as of the beginning of the third quarter of 2024, we elected to bypass the
qualitative assessment and proceeded directly to the quantitative impairment test for all indefinite-lived intangible assets, using a discounted cash flow method to
estimate fair value. We determined that the fair values for all indefinite-lived intangible assets exceeded their carrying amounts and, therefore, the assets were not
impaired. The indefinite-lived intangible asset with the least excess fair value had an estimated fair value that exceeded its carrying amount by 19%.
No impairment of indefinite-lived intangible assets resulted from our annual impairment tests in 2023 or 2022. Please see Note 6, “Goodwill and Other
Intangible Assets,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
Considerations Since the 2024 Annual Impairment Tests
There have been no significant events or change in circumstances since the date of the 2024 annual impairment tests that would indicate the remaining
carrying amounts of our goodwill and indefinite-lived intangible assets may be impaired as of February 2, 2025. If different assumptions for our goodwill and
other indefinite-lived intangible assets impairment tests had been applied, significantly different outcomes could have resulted. There continues to be significant
uncertainty in the current macroeconomic environment due to inflationary pressures globally, supply chain disruptions, the war in Ukraine and the Israel-Hamas
war and their broader macroeconomic implications, and foreign currency volatility. In addition, there is significant uncertainty surrounding how our business may
be impacted in the future as a result of MOFCOM’s decision to place us on the UEL. If economic conditions or 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, or business conditions or strategies for a specific reporting unit change from current assumptions, our businesses do not perform as projected, or there
is an extended period of a significant decline in our stock price, we could incur additional goodwill and indefinite-lived intangible 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.
53

The mortality assumptions used to determine our benefit obligations are based on the most recently published actuarial mortality tables. 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. Changes in life expectancy and other plan assumptions can impact benefit obligations and future expense.
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 our 2025 net benefit cost
related to the pension plans of approximately $4 million. Likewise, a 0.25% change in the assumed discount rate would result in a change to our 2025 net benefit
cost of approximately $16 million.
In the fourth quarter of 2023, our Board of Directors approved changes to our pension plans to freeze the pensionable compensation and credited service
amounts used to calculate participants’ benefits, which became effective June 30, 2024. After the effective date, in lieu of participation in these pension plans,
employees receive an additional Company contribution to their savings and retirement plans. Employees near retirement age that meet a specified service
requirement are included in a transition group that will continue to accrue benefits under these pension plans for two years after the effective date of the freeze in
addition to receiving the additional Company contribution to their savings and retirement plans. In connection with the pension plans freeze, we recorded a
curtailment gain of $20 million in 2023.
Note 11, “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.
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.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our 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 Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure. 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 Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were not effective as of February 2, 2025 due to a material weakness in internal control over
financial reporting, as described below in Management’s Report on Internal Control over Financial Reporting.
54

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 Rule
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 transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that
transactions 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 that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of
management and the board of directors of the Company; 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 for 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 & Risk
Management 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, 2025. 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).
Material Weakness in Internal Control
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified a
material weakness in internal control related to ineffective information technology general controls (“ITGCs”) in the area of user access management over the
Company’s enterprise resource planning system and the related systems in the Europe, the Middle East and Africa (“EMEA”) region. As a result, the related
EMEA business process controls (IT application controls and IT-dependent manual controls) that are dependent on the ineffective ITGCs, or that use data
produced from the systems impacted by the ineffective ITGCs, were also ineffective. Management believes that these control deficiencies were a result of IT
control processes lacking sufficient documentation of the execution of controls. This lack of documentation resulted in a situation whereby the successful
operation of ITGCs was overly dependent upon the knowledge and actions of certain individuals with IT expertise, which led to failures resulting from changes in
IT personnel and insufficient training of IT personnel on the importance of ITGCs. While the material weakness did not result in any identified misstatements to
the financial statements, and there were no changes to previously released financial results, there was a reasonable possibility that the ineffective ITGCs could
have resulted in a material misstatement in the Company’s consolidated financial statements that would not be detected. Accordingly, we have determined that the
control deficiencies constituted a material weakness. Based on this material weakness, management concluded that at February 2, 2025, the Company’s internal
control over financial reporting was not effective.
55

The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an adverse audit report on the effectiveness of the
Company’s internal control over financial reporting as of February 2, 2025, which appears in this Annual Report on Form 10-K.
Following identification of the material weakness and prior to filing this Annual Report on Form 10-K, management completed substantive procedures
for the year ended February 2, 2025. Based on these procedures, management believes that our consolidated financial statements included in this Annual Report
on Form10-K have been prepared in accordance with U.S. GAAP. Our Chief Executive Officer and Chief Financial Officer have certified that, based on their
knowledge, the financial statements, and other financial information included in this Annual Report on Form 10-K, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report on Form 10-K. Ernst & Young
LLP has issued an unqualified opinion on our financial statements, which appears in this Annual Report on Form 10-K.
Remediation of Material Weakness
Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material
weakness are remediated such that these controls are designed, implemented, and operating effectively. The remediation actions include (i) creating and filling an
IT Compliance Oversight function (ii) developing and implementing additional training and awareness programs addressing ITGCs and policies, including
educating control owners concerning the principles and requirements of each control, with a focus on user access management; (iii) increasing the extent of
oversight and verification checks included in the operation of user access management controls and processes; and (iv) enhancing quarterly management reporting
on the remediation measures to the Audit & Risk Management Committee of the Board of Directors.
We believe that these actions, when fully implemented, will remediate the material weakness. The weakness will not be considered remediated, however,
until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may
necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal control over financial reporting and take
steps to remediate the known material weakness expeditiously.
Changes in Internal Control over Financial Reporting
Except for the material weakness identified during the period covered by this report, there have been no 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.
/s/ STEFAN LARSSON
 

/s/ ZACHARY COUGHLIN
 
 
Stefan Larsson
Zachary Coughlin
Chief Executive Officer
Executive Vice President and
April 1, 2025
Chief Financial Officer
 
April 1, 2025
56

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, 2025, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because
of the effect of the material weakness described below on the achievement of the objectives of the control criteria, PVH Corp. (the Company) has not maintained
effective internal control over financial reporting as of February 2, 2025, based on the COSO criteria.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material
weakness has been identified and included in management’s assessment. Management identified a material weakness in internal control related to ineffective
information technology general controls in the area of user access management over the Company’s enterprise resource planning system and the related systems
in the Europe, the Middle East and Africa region.
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, 2025 and February 4, 2024, the related consolidated statements of operations, comprehensive income, changes in
stockholders’ equity and cash flows for each of the three years in the period ended February 2, 2025, and the related notes and financial statements schedule listed
in the Index at Item 15(a)(2). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024
consolidated financial statements, and this report does not affect our report dated April 1, 2025 which expressed 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.
57

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, 2025
58

Item 9B. Other Information
Securities Trading Plans of Directors and Officers
During the quarterly period ended February 2, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted
or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
59

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, 2025. 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 the PVH Board of Directors and with respect to our Audit & Risk Management Committee, our Audit Committee Financial Expert, our
Code of Ethics for the Chief Executive and Senior Financial Officers, and our insider trading arrangements and polices is incorporated herein by reference to the
section entitled “Corporate Governance” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2025.
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 “Director
Compensation” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2025.
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, 2025.
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 “Corporate Governance - Transactions with Related Persons” and “Election of Directors” in our proxy statement for the Annual Meeting of Stockholders
to be held on June 18, 2025.
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 Auditors” in our proxy statement for the Annual Meeting of Stockholders to be held on June 18, 2025.
60

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
3.1 Amended and Restated Certificate of Incorporation of PVH Corp. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-
K, filed June 21, 2019); Certificate of Amendment to the Amended and Restated Certificate of Incorporation of PVH Corp., filed on June 22,
2023 (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the period ended July 30, 2023).
   
3.2 By-Laws of PVH Corp., as amended through December 19, 2024 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-
K, filed on December 20, 2024).
4.1 Specimen of Common Stock certificate (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the period
ended July 31, 2011).
   
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 Indenture, dated as of June 20, 2016, between PVH Corp., U.S. Bank National Association, as Trustee, Elavon Financial Services Limited,
UK Branch, as Paying Agent and Authenticating Agent, and Elavon Financial Services Limited, as Transfer Agent and Registrar
(incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 20, 2016).
4.4 Indenture, dated as of December 21, 2017, between PVH Corp., U.S. Bank National Association, as Trustee, Elavon Financial Services
DAC, UK Branch, as Paying Agent and Authenticating Agent, and Elavon Financial Services DAC, as Transfer Agent and Registrar
(incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on December 21, 2017).
4.5 Indenture, dated as of July 10, 2020, between PVH Corp. and U.S. Bank National Association, as Trustee (incorporated by reference to
Exhibit 4.1 to our Current Report on Form 8-K, filed on July 10, 2020) and Form of 4 5/8% Senior Note due 2025 (incorporated by
reference to Exhibit 4.2 and Appendix A to Exhibit 4.1 to our Current Report on Form 8-K, filed on July 10, 2020).
4.6 Indenture, dated as of April 15, 2024, between PVH Corp. and U.S. Bank Trust Company, National Association, as Trustee (incorporated by
reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on April 15, 2024).
4.7 Supplemental Indenture No. 1, dated as of April 15, 2024, between PVH Corp. and U.S. Bank Trust Company, National Association, as
Trustee (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on April 15, 2024) and Form of 4.125% Senior
Notes due 2029 (incorporated by reference to Exhibit 4.3 and Annex 1 to Exhibit 4.2 to our Current Report on Form 8-K, filed on April 15,
2024).
+4.8 Description of Securities
61

*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 Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan, dated January 1, 1991, as amended and restated effective as of
January 1, 2005 (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended November 4, 2007).
*10.3 Phillips-Van Heusen Corporation Supplemental Savings Plan, effective as of January 1, 1991 and amended and restated effective as of
January 1, 2005 (incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q for the period ended November 4, 2007).
*10.4 Third Amended and Restated Employment Agreement, dated as of May 20, 2019, between PVH Corp. and Emanuel Chirico (incorporated
by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on May 22, 2019); Salary reduction consent and waiver, dated as of
April 7, 2020, signed by Emanuel Chirico (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period
ended May 3, 2020).
*10.5 PVH Corp. Long-Term Incentive Plan, as amended and restated effective May 2, 2013 (incorporated by reference to Exhibit 10.2 to our
Current Report on Form 8-K, filed June 26, 2013).
*10.6 PVH Corp. Stock Incentive Plan, as amended and restated effective June 22, 2023 (incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K, filed on June 27, 2023).
*10.7 PVH Corp. Performance Incentive Bonus Plan, as amended and restated effective April 30, 2020 (incorporated by reference to Exhibit 10.8
to our Annual Report on Form 10-K for the fiscal year ended January 31, 2021).
*10.8 Form of Stock Option Agreement for Associates 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 April 11, 2007); Revised Form of Stock Option Agreement for
Associates under the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-Q for the period ended May 6, 2007). 
*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 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).
*10.10 Form of Amendment to Outstanding Restricted Stock Unit Award Agreements with Associates under the Phillips-Van Heusen Corporation
2006 Stock Incentive Plan, dated November 19, 2008 (incorporated by reference to Exhibit 10.40 to our Annual Report on Form 10-K for
the fiscal year ended February 1, 2009).
*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).
62

*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).
*10.13 Form of Amendment to Outstanding Restricted Stock Unit Award Agreements with Directors under the Phillips-Van Heusen Corporation
2006 Stock Incentive Plan, dated November 19, 2008 (incorporated by reference to Exhibit 10.46 to our Annual Report on Form 10-K for
the fiscal year ended February 1, 2009).
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).
First Amendment to Credit Agreement, dated as of June 3, 2020, entered into by and among PVH Corp, PVH Asia Limited, PVH B.V., each
Lender party thereto and Barclays Bank PLC as administrative agent (incorporated by reference to Exhibit 10.3 to our Quarterly Report on
Form 10-Q for the period ended August 2, 2020). Second Amendment to Credit Agreement, dated as of April 28, 2021, entered into by and
among PVH Corp, PVH Asia Limited, PVH B.V., each Lender party thereto and Barclays Bank PLC as administrative agent (incorporated
by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended May 2, 2021).
*10.15 Schedule of Non-Management Director Fees, effective June 16, 2022 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on
Form 10-Q for the period ended July 31, 2022).
*10.16 Employment Agreement, effective as of June 3, 2019, between PVH Corp. and Stefan Larsson (incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K, filed on May 22, 2019). First Amendment to Employment Agreement, dated as of January 27, 2021,
between PVH Corp. and Stefan Larsson (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on February 1,
2021).
*10.17 Form of salary reduction consent and waiver signed by Stefan Larsson (on April 7, 2020) (incorporated by reference to Exhibit 10.3 to our
Quarterly Report on Form 10-Q for the period ended May 3, 2020).
*10.18 Employment Agreement, dated as of June 2, 2020, between PVH B.V. and Martijn Hagman (incorporated by reference to Exhibit 10.25 to
our Annual Report on Form 10-K for the fiscal year ended January 31, 2021).
*10.19 Employment Agreement, dated as of February 7, 2022, between PVH Corp. and Zac Coughlin (incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K, filed on February 9, 2022).
10.20 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 as Documentation 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 (incorporated by reference to Exhibit 10.25 to our Annual Report on
Form 10-K for the fiscal year ended January 29, 2023). First Amendment to Credit Agreement, dated as of June 27, 2024, entered into by
and between PVH Corp. and Barclays Bank PLC as administrative agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report
on Form 10-Q for the period ended August 4, 2024).
*10.21 Employment Agreement, dated as of November 29, 2022, between PVH Corp. and Eva Serrano (incorporated by reference to Exhibit 10.22
to our Annual Report on Form 10-K for the fiscal year ended February 4, 2024).
*,+10.22 Employment Agreement, dated as of July 6, 2022, between PVH Corp. and David Savman. First Amendment to Employment Agreement,
dated as of March 11, 2025, between PVH Corp. and David Savman.
*,+10.23 Employment Agreement, dated as of October 6, 2023, between PVH Corp. and Lea Rytz Goldman.
63

+19 PVH Corp. Insider Trading Policy, effective March 14, 2025.
+21 PVH Corp. Subsidiaries.
+23 Consent of Independent Registered Public Accounting Firm.
+31.1 Certification of Stefan Larsson, Chief Executive Officer, pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.
+31.2 Certification of Zachary Coughlin, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes – Oxley
Act of 2002.
  +32.1 Certification of Stefan Larsson, Chief Executive Officer, pursuant to Section 906 of the Sarbanes – Oxley Act of 2002, 18 U.S.C. Section
1350.
+32.2 Certification of Zachary Coughlin, Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes – Oxley
Act of 2002, 18 U.S.C. Section 1350.
97 PVH Corp. Clawback Policy, effective June 22, 2023 (incorporated by reference to Exhibit 97 to our Annual Report on Form 10-K for the
fiscal year ended February 4, 2024).
+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.
*    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.
64

Item 16. Form 10-K Summary
None.
65

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, 2025
 
PVH CORP.
 
 
 
 
By:
/s/ STEFAN LARSSON
 
 
Stefan Larsson
 
 
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.
Signature
Title
Date
 
 
 
/s/ STEFAN LARSSON
Director and Chief Executive Officer
April 1, 2025
Stefan Larsson
(Principal Executive Officer)
 
 
 
/s/ ZACHARY COUGHLIN
Executive Vice President and Chief Financial
April 1, 2025
Zachary Coughlin
  Officer (Principal Financial Officer)
/s/ JAMES W. HOLMES
Executive Vice President and Controller
April 1, 2025
James W. Holmes
(Principal Accounting Officer)
 
 
 
/s/ MICHAEL CALBERT
Chairman (Director)
April 1, 2025
Michael Calbert
/s/ JESPER ANDERSEN
Director
April 1, 2025
Jesper Andersen
/s/ AJAY BHALLA
Director
April 1, 2025
Ajay Bhalla
 
 
 
/s/ BRENT CALLINICOS
Director
April 1, 2025
Brent Callinicos
/s/ GEORGE CHEEKS
Director
April 1, 2025
George Cheeks
/s/ KATE GULLIVER
Director
April 1, 2025
Kate Gulliver
/s/ JUDITH AMANDA SOURRY KNOX
Director
April 1, 2025
Judith Amanda Sourry Knox
 
 
/s/ GERALDINE (PENNY) MCINTYRE
Director
April 1, 2025
Geraldine (Penny) McIntyre
/s/ AMY MCPHERSON
Director
April 1, 2025
Amy McPherson
66

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:
 
Consolidated Statements of Operations—Years Ended February 2, 2025, February 4, 2024 and January 29, 2023
F-2
Consolidated Statements of Comprehensive Income—Years Ended February 2, 2025, February 4, 2024 and January 29, 2023
F-3
 
Consolidated Balance Sheets—February 2, 2025 and February 4, 2024
F-4
 
Consolidated Statements of Cash Flows—Years Ended February 2, 2025, February 4, 2024 and January 29, 2023
F-5
 
 
 
 
Consolidated Statements of Changes in Stockholders’ Equity—Years Ended February 2, 2025, February 4, 2024 and January
29, 2023
F-6
 
Notes to Consolidated Financial Statements
F-7
 
 
 
 
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
F-54
 
 
 
15(a)(2)  The following consolidated financial statement schedule is included herein:
 
Schedule II - Valuation and Qualifying Accounts
F-56
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 STATEMENTS OF OPERATIONS
(In millions, except per share data)
 
2024
2023
2022
Net sales
$
8,203.1 
$
8,751.8 
$
8,544.9 
Royalty revenue
361.2 
368.2 
372.0 
Advertising and other revenue
88.6 
97.7 
107.3 
Total revenue
8,652.9 
9,217.7 
9,024.2 
Cost of goods sold (exclusive of depreciation and amortization)
3,510.4 
3,854.5 
3,901.3 
Gross profit
5,142.5 
5,363.2 
5,122.9 
Selling, general and administrative expenses
4,411.3 
4,542.6 
4,377.4 
Goodwill impairment
— 
— 
417.1 
Non-service related pension and postretirement (cost) income
(26.6)
47.2 
91.9 
Other gain
19.5 
15.3 
— 
Equity in net income of unconsolidated affiliates
48.2 
45.7 
50.4 
Income before interest and taxes
772.3 
928.8 
470.7 
Interest expense
89.8 
99.3 
89.6 
Interest income
23.2 
11.5 
7.1 
Income before taxes
705.7 
841.0 
388.2 
Income tax expense
107.2 
177.4 
187.8 
Net income
$
598.5 
$
663.6 
$
200.4 
Basic net income per common share
$
10.69 
$
10.88 
$
3.05 
Diluted net income per common share
$
10.56 
$
10.76 
$
3.03 
See notes to consolidated financial statements.
F-2

PVH CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
2024
2023
2022
Net income
$
598.5 
$
663.6 
$
200.4 
Other comprehensive (loss) income:
Foreign currency translation adjustments
(172.6)
(68.9)
(68.3)
Net unrealized and realized gain (loss) related to effective cash flow hedges, net of tax expense
(benefit) of $6.2, $6.4 and $(19.7)
18.9 
18.1 
(56.2)
Net gain on net investment hedges, net of tax expense of $17.0, $3.4 and $6.3
50.5 
10.3 
24.1 
Total other comprehensive loss
(103.2)
(40.5)
(100.4)
Comprehensive income
$
495.3 
$
623.1 
$
100.0 
See notes to consolidated financial statements.
F-3

PVH CORP.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and per share data)
February 2,

2025
February 4,

2024
ASSETS
 
 
Current Assets:
 
 
Cash and cash equivalents
$
748.0 
$
707.6 
Trade receivables, net of allowances for credit losses of $22.4 and $41.1
851.2 
793.3 
Other receivables
25.1 
13.9 
Inventories, net
1,508.7 
1,419.7 
Prepaid expenses
210.5 
237.7 
Other
144.1 
87.5 
Total Current Assets
3,487.6 
3,259.7 
Property, Plant and Equipment, net
741.0 
862.6 
Operating Lease Right-of-Use Assets
1,157.5 
1,213.8 
Goodwill
2,260.1 
2,322.1 
Tradenames
2,565.0 
2,599.1 
Other Intangibles, net
455.9 
498.3 
Other Assets, including deferred taxes of $37.0 and $33.8
366.1 
417.3 
Total Assets
$
11,033.2 
$
11,172.9 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
 
 
Accounts payable
$
1,151.0 
$
1,073.4 
Accrued expenses
735.6 
776.2 
Deferred revenue
55.3 
55.5 
Current portion of operating lease liabilities
289.1 
288.9 
Short-term borrowings
— 
— 
Current portion of long-term debt
510.8 
577.5 
Total Current Liabilities
2,741.8 
2,771.5 
Long-Term Portion of Operating Lease Liabilities
1,011.3 
1,075.8 
Long-Term Debt
1,579.9 
1,591.7 
Other Liabilities, including deferred taxes of $333.5 and $346.1
559.7 
615.0 
Stockholders’ Equity:
Preferred stock, par value $100 per share; 150,000 total shares authorized
— 
— 
Common stock, par value $1 per share; 240,000,000 shares authorized; 89,112,404 and 88,567,275 shares issued
89.1 
88.6 
Additional paid-in capital – common stock
3,374.1 
3,313.3 
Retained earnings
5,997.2 
5,407.3 
Accumulated other comprehensive loss
(856.8)
(753.6)
Less: 35,863,271 and 30,934,587 shares of common stock held in treasury, at cost
(3,463.1)
(2,936.7)
Total Stockholders’ Equity
5,140.5 
5,118.9 
Total Liabilities and Stockholders’ Equity
$
11,033.2 
$
11,172.9 
See notes to consolidated financial statements.
F-4

PVH CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
2024
2023
2022
OPERATING ACTIVITIES
 
 
 
Net income
$
598.5 
$
663.6 
$
200.4 
Adjustments to reconcile to net cash provided by operating activities:
 
 
 
Depreciation and amortization
282.2 
298.6 
301.5 
Equity in net income of unconsolidated affiliates
(48.2)
(45.7)
(50.4)
Deferred taxes
(25.6) 
(14.4)
9.8 
Stock-based compensation expense
54.0 
51.9 
46.6 
Impairment of goodwill
— 
— 
417.1 
Impairment of other long-lived assets
10.2 
5.7 
51.7 
Actuarial loss (gain) on retirement and benefit plans
28.2 
(45.5)
(78.4)
Other gain
(19.5)
(15.3)
— 
Changes in operating assets and liabilities:
 
 
 
Trade receivables, net
(82.8)
118.9 
(188.5)
Other receivables
(10.0)
7.2 
(1.3)
Inventories, net
(133.8)
307.6 
(466.9)
Accounts payable, accrued expenses and deferred revenue
95.3 
(318.8)
(62.6)
Prepaid expenses
23.0 
(30.1)
(41.9)
Other, net
(30.6)
(14.3)
(97.9)
   Net cash provided by operating activities
740.9 
969.4 
39.2 
INVESTING ACTIVITIES
 
 
 
Purchases of property, plant and equipment
(158.7)
(244.7)
(290.1)
Proceeds from sale of Warner’s, Olga and True&Co. women’s intimates businesses
7.5 
160.0 
— 
Proceeds from sale of Karl Lagerfeld investment
— 
1.4 
19.1 
Purchases of investments held in rabbi trust
(5.5)
(4.7)
(8.6)
Proceeds from investments held in rabbi trust
2.5 
2.9 
1.4 
Proceeds from cross-currency swap contracts (net investment hedges)
7.0 
— 
— 
Proceeds from sale of warehouse and distribution center
9.5 
— 
— 
   Net cash used by investing activities
(137.7)
(85.1)
(278.2)
FINANCING ACTIVITIES
 
 
 
Net (payments on) proceeds from short-term borrowings
— 
(43.5)
36.6 
Proceeds from 2022 facilities, net of related fees
— 
— 
456.4 
Repayment of 7 3/4% senior notes
— 
(100.0)
— 
Repayment of 2022 facilities
(11.8)
(11.9)
— 
Repayment of 2019 facilities
— 
— 
(487.8)
Proceeds from 4 1/8% senior notes, net of related fees
553.1 
— 
— 
Redemption of 3 5/8% senior notes
(561.7)
— 
— 
Net proceeds from settlement of awards under stock plans
7.3 
17.9 
— 
Cash dividends
(8.6)
(9.4)
(10.1)
Acquisition of treasury shares
(524.8)
(570.3)
(418.6)
Payments of finance lease liabilities
(3.9)
(4.6)
(4.7)
   Net cash used by financing activities
(550.4)
(721.8)
(428.2)
Effect of exchange rate changes on cash and cash equivalents
(12.4)
(5.6)
(24.6)
Increase (decrease) in cash and cash equivalents
40.4 
156.9 
(691.8)
Cash and cash equivalents at beginning of year
707.6 
550.7 
1,242.5 
Cash and cash equivalents at end of year
$
748.0 
$
707.6 
$
550.7 
    
 Please see Note 15 for lease related cash flow information.
Please see Note 8 for information on deferred taxes.
 Please see Note 18 for information on noncash investing and financing transactions.
See notes to consolidated financial statements.
(1)
(2)
(3)
(1)(3)
(1)
(2) 
(3)
F-5

PVH CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(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
Preferred

Stock
Shares
$1 par

Value
Retained

Earnings
Treasury

Stock
January 30, 2022
$
— 
87,107,155 
$
87.1 
$
3,198.4 
$
4,562.8 
$
(612.7)
$
(1,946.8)
$
5,288.8 
Net income
 
 
 
 
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 $6.3
24.1 
24.1 
Comprehensive income
 
 
 
 
 
 
 
100.0 
Settlement of awards under stock plans
 
534,456 
0.5 
(0.5)
 
 
 
— 
Stock-based compensation expense
 
 
 
46.6 
 
 
 
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 
Net income
663.6 
663.6 
Foreign currency translation adjustments
(68.9)
(68.9)
Net unrealized and realized gain related to effective cash flow
hedges, net of tax expense of $6.4
18.1 
18.1 
Net gain on net investment hedges, net of tax expense of $3.4
10.3 
10.3 
Comprehensive income
623.1 
Settlement of awards under stock plans
925,664 
1.0 
16.9 
17.9 
Stock-based compensation expense
51.9 
51.9 
Dividends declared ($0.15 per common share)
(9.4)
(9.4)
Acquisition of 6,002,213 treasury shares, including excise taxes of
$4.9
(577.3)
(577.3)
February 4, 2024
— 
88,567,275 
88.6 
3,313.3 
5,407.3 
(753.6)
(2,936.7)
5,118.9 
Net income
598.5 
598.5 
Foreign currency translation adjustments
(172.6)
(172.6)
Net unrealized and realized gain related to effective cash flow
hedges, net of tax expense of $6.2
18.9 
18.9 
Net gain on net investment hedges, net of tax expense of $17.0
50.5 
50.5 
Comprehensive income
495.3 
Settlement of awards under stock plans
545,129 
0.5
6.8 
7.3 
Stock-based compensation expense
54.0 
54.0 
Dividends declared ($0.15 per common share)
(8.6)
(8.6)
Acquisition of 4,928,684 treasury shares, including excise taxes of
$4.6
(526.4)
(526.4)
February 2, 2025
$
— 
89,112,404 
$
89.1 
$
3,374.1 
$
5,997.2 
$
(856.8)
$
(3,463.1)
$
5,140.5 
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 that includes TOMMY HILFIGER and Calvin Klein, which are owned, Warner’s, Olga and True&Co., which the Company owned until November 27,
2023 and Van Heusen, which the Company owned through the second quarter of 2021. The Company currently licenses Van Heusen, along with Nike and other
brands, from third parties for certain product categories. The Company designs and markets branded sportswear (casual apparel), jeanswear, performance apparel,
intimate apparel, underwear, swimwear, dress shirts, 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 completed the sale of its women’s intimates businesses conducted
under the Warner’s, Olga and True&Co. trademarks to Basic Resources on November 27, 2023 (the “Heritage Brands intimates transaction”). Please see Note 3,
“Divestitures,” for further discussion. The Company refers to its currently or previously owned and licensed trademarks, other than TOMMY HILFIGER and
Calvin Klein, as its “heritage brands” and the businesses it currently operates or previously operated under the heritage brands as its “Heritage Brands business.”
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 Statements of Operations include its proportionate share of the net income or loss of these entities. Please see Note 5,
“Investments in Unconsolidated Affiliates,” for further discussion.
Fiscal Year — The Company uses a 52-53 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 2024, 2023 and 2022 represent the 52 weeks ended February 2, 2025, 53 weeks ended February 4, 2024
and 52 weeks ended January 29, 2023, 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 have been impacted, which has resulted in a reduction in shipments to these customers. The war
in Ukraine also led to broader macroeconomic implications in 2022, 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 10, “Fair Value Measurements,”
for further discussion of the impairments. The war in Ukraine did not have a material impact on the Company’s business in 2023 or 2024.
There is uncertainty regarding the extent to which the war in Ukraine and its broader macroeconomic implications, including the potential impacts on the
broader European market and supply chains globally, will further impact the Company’s business, financial condition and results of operations.
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, potential new or increased tariffs, supply chain disruptions, and
the war in Ukraine and the Israel-Hamas war and their broader macroeconomic implications, on the Company’s business. In addition, there is significant
uncertainty surrounding how the Company’s business may be impacted in the future as a result of China’s Ministry of Commerce’s (“MOFCOM”) decision to
place the Company on the List of Unreliable Entities (“UEL”). Please see Note 21, “Other Comments,” for further discussion.
F-7

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, 2025 consisted principally of bank deposits and
investments in money market funds.
Accounts Receivable — Trade receivables, as presented in the Company’s Consolidated Balance Sheets, are net of allowances. 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 February 2, 2025 and February 4, 2024, the allowance for credit losses on trade
receivables was $22.4 million and $41.1 million, respectively. The $18.7 million decrease in the allowance was primarily due to the write-off of a trade
receivables allowance in connection with the finalization of bankruptcy proceedings for a wholesale customer.
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 quantitative goodwill impairment test. The
Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting unit. When performing the quantitative test,
an impairment loss is recognized if the carrying amount of the reporting unit, including goodwill, exceeds its fair value (the fair value of a reporting unit is
estimated using a discounted cash flow model, which includes assumptions such as the weighted average cost of capital, revenue growth rate, gross margin,
operating expenses and earnings before interest, taxes, depreciation and amortization margin). The impairment loss recognized is equal to the amount by which
the carrying amount exceeds the fair value, but is limited to the total amount of goodwill allocated to that reporting unit.
The Company recorded pre-tax noncash goodwill impairment charges of $417.1 million in the third quarter of 2022 as a result of its annual goodwill
impairment test. The impairment charge was included in goodwill impairment in the Company’s Consolidated Statement of Operations. The impairment was non-
operational and driven primarily by a significant increase in discount rates, as a result of the then-current economic conditions. The Company did not record any
goodwill impairments in 2024 or 2023. Please see Note 6, “Goodwill and Other Intangible Assets,” for further discussion.
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 and includes assumptions such as the weighted average cost of capital, revenue growth rate and a profitability metric
that depends on the type of intangible asset. 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. The Company did not record any intangible asset
impairments in 2024, 2023 or 2022. Please see Note 6, “Goodwill and Other Intangible Assets,” for further discussion.
F-8

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. To test long-lived assets for impairment, the Company estimates the undiscounted future cash
flows and the related fair value of each asset. Undiscounted future cash flows are estimated using current sales trends and other factors and, in the case of
operating lease right-of-use assets, using estimated sublease income or market rents. If the sum of such undiscounted future cash flows is less than the asset’s
carrying amount, the Company recognizes an impairment charge equal to the difference between the carrying amount of the asset and its estimated fair value.
Please see Note 10, “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 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 – two to 10 years; furniture and fixtures – two to 10 years; and fixtures located in shop-in-shop/concession locations
and their related costs – three to four 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. 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 $243.9 million, $259.9 million and $255.4 million in 2024, 2023 and 2022,
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 $14.6 million and $16.3 million of costs incurred in 2024 and 2023, respectively, to implement cloud computing
arrangements, primarily related to digital and consumer data platforms, and platforms that support its global supply chain. Amortization expense relating to cloud
computing arrangements totaled $20.1 million, $16.9 million and $10.6 million in 2024, 2023 and 2022, respectively. Cloud computing costs of $43.4 million and
$49.2 million were included in prepaid expenses and other assets in the Company’s Consolidated Balance Sheets as of February 2, 2025 and February 4, 2024,
respectively. 
Leases — The Company leases approximately 1,400 Company-operated free-standing retail store locations across more than 35 countries, generally with
initial lease terms of three to 10 years. The Company also leases warehouses, distribution centers, showrooms and office space, generally with initial lease terms
of 10 to 20 years, as well as certain equipment and other 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 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 initial 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 initial 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 Sheets. The Company recognizes operating lease expense on a straight-line basis over the lease term unless the
operating lease right-of-use assets have been previously impaired. Finance leases are included in property, plant and equipment, net, accrued expenses and other
liabilities in the Company’s Consolidated Balance 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.
F-9

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 15, “Leases,” 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 from foreign currency forward contracts as the underlying inventory hedged by such forward 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 $335.2 million, $357.2 million and $357.9 million in 2024, 2023 and 2022, 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.
Marketing — Marketing costs are expensed as incurred and are included in SG&A expenses. Marketing expenses, which are subject to exchange rate
fluctuations, totaled $480.0 million, $533.9 million and $492.1 million in 2024, 2023 and 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.
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 Company elected to recognize the tax on Global Intangible Low Taxed Income (“GILTI”) as a period expense in the year the tax is incurred.
Financial Instruments — The Company currently uses foreign currency forward contracts, non-derivative instruments (the par value of certain of its foreign-
denominated debt) and derivative instruments (cross-currency swap contracts) to hedge against a portion of its exposure to changes in foreign currency exchange
rates. The Company records the foreign currency forward contracts and cross-currency swap contracts at fair value in its Consolidated Balance Sheets and does
not net the related assets and liabilities. Changes in the fair value of foreign currency forward contracts designated as effective hedging instruments and changes in
the carrying value of the foreign currency borrowings are recorded in equity as a component of
F-10

accumulated other comprehensive loss (“AOCL”). 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 Company evaluates the effectiveness of its derivative and non-derivative instruments at inception and
each quarter thereafter. The Company records immediately in earnings changes in the fair value of hedges that are not designated as effective hedging instruments.
Please see Note 9, “Derivative Financial Instruments,” and Note 10, “Fair Value Measurements,” 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 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 of $13.8
million, $30.2 million and $13.1 million in 2024, 2023 and 2022, respectively.
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 (cost) income in the Company’s
Consolidated Statements of Operations. Please see Note 11, “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 12, “Stock-Based Compensation,” for further
discussion.
Recently Adopted Accounting Guidance — The Financial Accounting Standards Board (“FASB”) issued in September 2022 Accounting Standards
Update (“ASU”) 2022-04, Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. The guidance
requires disclosures that increase 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 rollforward of those obligations. The update does not affect the recognition, measurement, or financial
statement presentation of obligations covered by supplier finance programs. The Company adopted the update in the first quarter of 2023 on a retrospective basis,
except for the rollforward disclosure, which the Company adopted on a prospective basis beginning with its 2024 annual consolidated financial statements. The
adoption did not have any impact on the Company’s consolidated financial statements as the guidance only pertains to financial statement footnote disclosures.
Please see Note 21, “Other Comments,” for the Company’s disclosures pertaining to this update.
The FASB issued in November 2023 ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance
requires disclosure on an annual and interim basis of incremental segment information, primarily to enhance disclosures about significant segment expenses. The
Company adopted the update on a retrospective basis beginning with its 2024 annual consolidated financial statements. The adoption did not have any impact on
the Company’s consolidated financial statements as the guidance only pertains to financial statement footnote disclosures. Please see Note 19, “Segment Data,”
for the Company’s disclosures pertaining to this update.
Accounting Guidance Issued But Not Adopted as of February 2, 2025 — The FASB issued in December 2023 ASU 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures. The guidance is intended to improve the transparency of income tax disclosures by requiring (i) consistent categories
and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. It also includes certain other
amendments to improve the effectiveness of income tax disclosures. The update will be effective for the Company beginning with its 2025
F-11

annual consolidated financial statements, with early adoption permitted. Entities are required to apply the guidance on a prospective basis, with retrospective
application permitted. The Company is currently evaluating the update to determine the impact the adoption will have on its footnote disclosure to its consolidated
financial statements.
The FASB issued in November 2024 ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance requires disclosure, on an annual and interim basis, about the types of costs and
expenses included in certain income statement expense captions. The update will be effective for the Company beginning with its 2027 annual consolidated
financial statements and interim statements thereafter, with early adoption permitted. Entities are required to apply the guidance on a prospective basis, with
retrospective application permitted. The Company is currently evaluating the update to determine the impact the adoption will have on its footnote disclosure to
its consolidated financial statements.
2.      REVENUE
The Company generates revenue primarily from sales of finished products under its owned trademarks through its wholesale and retail operations. The
Company also generates royalty and advertising revenue from licensing 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.
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 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 individual 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 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
F-12

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 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 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 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, 2025, the contractual minimum fees on the portion of all license agreements not yet satisfied totaled $669.9 million, of which the
Company expects to recognize $268.7 million as revenue in 2025, $162.6 million in 2026 and $238.6 million thereafter. 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.
Deferred Revenue
Changes in deferred revenue, which primarily relate to customer loyalty programs, gift cards and license agreements for the years ended February 2, 2025
and February 4, 2024, were as follows:
(In millions)
2024
2023
Deferred revenue balance at beginning of period
$
55.5 
$
54.3 
Net additions to deferred revenue during the period
51.3 
51.7 
Reductions in deferred revenue for revenue recognized during the period 
(51.5)
(50.5)
Deferred revenue balance at end of period
$
55.3 
$
55.5 
 Represents the amount of revenue recognized during the period that was included in the deferred revenue balance at the beginning of the period and does not
contemplate revenue recognized from amounts deferred during the period.
The Company also had long-term deferred revenue liabilities included in other liabilities in its Consolidated Balance Sheets of $6.8 million and $9.4 million
as of February 2, 2025 and February 4, 2024, respectively.
Please see Note 19, “Segment Data,” for information on the disaggregation of revenue by segment and distribution channel.
3.      DIVESTITURES
Sale of Warner’s, Olga and True&Co. Women’s Intimates Businesses
The Company entered into a definitive agreement on November 10, 2023 to sell its women’s intimates businesses conducted under the Warner’s, Olga and
True&Co. trademarks to Basic Resources for $160.0 million in cash and completed
(1)
(1)
F-13

the sale on November 27, 2023 for net proceeds of $155.6 million, after transaction costs. The final carrying value of the net assets sold on the closing date was
$140.3 million, which consisted of $44.5 million of inventory and $95.8 million of tradenames.
In connection with the closing of the transaction, the Company recorded a gain of $15.3 million in the fourth quarter of 2023, which represented the excess
of the amount of consideration received over the carrying value of the net assets, less costs to sell. An incremental gain of $10.0 million was recorded in the first
quarter of 2024 due to the accelerated realization of the earnout provided for in the agreement with Basic Resources, which is being paid in installments to the
Company through the first quarter of 2025. The Company received $7.5 million of the earnout during 2024. These gains were recorded in other gain in the
Company’s Consolidated Statements of Operations for the respective periods and included in the Heritage Brands Wholesale segment.
4.      PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, was as follows:
  (In millions)
2024
2023
Land
$
1.0 
$
1.0 
Buildings and building improvements
30.4 
30.7 
Machinery, software and equipment
1,002.0 
1,044.1 
Furniture and fixtures
611.0 
598.5 
Shop-in-shops/concession locations
236.2 
236.6 
Leasehold improvements
770.5 
770.4 
Construction in progress
71.3 
80.6 
Property, plant and equipment, gross
2,722.4 
2,761.9 
Less: Accumulated depreciation
(1,981.4)
(1,899.3)
Property, plant and equipment, net
$
741.0 
$
862.6 
Construction in progress at February 2, 2025 and February 4, 2024 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, 2025 and February 4, 2024 principally related to (i) enhancements to
the Company’s warehouse and distribution network in Europe and (ii) investments in (a) upgrades and enhancements to platforms and systems worldwide and (b)
new stores and store renovations. Interest costs capitalized in construction in progress were immaterial during 2024, 2023 and 2022.
5.      INVESTMENTS IN UNCONSOLIDATED AFFILIATES
Included in other assets in the Company’s Consolidated Balance Sheets was $198.2 million as of February 2, 2025 and $215.5 million as of February 4,
2024 related to the following investments in unconsolidated affiliates, all of which are being accounted for under the equity method of accounting.
PVH India
The Company owns a 50% economic interest in PVH Arvind Fashion Private Limited (“PVH India”). PVH India licenses from certain Company
subsidiaries the rights to the TOMMY HILFIGER and Calvin Klein trademarks in India for certain product categories.
The Company received dividends of $6.0 million from PVH India during each of 2024 and 2023.
PVH Legwear
    
The Company owns a 49% economic interest in PVH Legwear LLC (“PVH Legwear”). PVH Legwear licenses from certain subsidiaries of the Company the
rights to distribute and sell socks and hosiery in the United States and Canada under the TOMMY HILFIGER and Calvin Klein brands. Additionally, PVH
Legwear sells socks and hosiery under other owned and licensed trademarks.
The Company received dividends of $8.8 million, $6.9 million and $6.4 million from PVH Legwear during 2024, 2023, and 2022, respectively.
F-14

    
TH Brazil
The Company owns an economic interest of approximately 41% in Tommy Hilfiger do Brasil S.A. (“TH Brazil”). TH Brazil licenses from a subsidiary of
the Company the rights to the TOMMY HILFIGER trademarks in Brazil for certain product categories.
The Company received dividends of $1.2 million and $0.6 million from TH Brazil during 2024 and 2023, respectively.
PVH Mexico
The Company owns a 49% economic interest in Baseco, S.A.P.I. de C.V. (“PVH Mexico”). PVH Mexico licenses from certain subsidiaries of the Company
the rights to distribute and sell certain products in Mexico under the TOMMY HILFIGER and Calvin Klein brands. Additionally, PVH Mexico licenses certain
other trademarks for some product categories.
The Company received dividends of $25.8 million, $16.6 million and $9.8 million from PVH Mexico during 2024, 2023, and 2022, respectively.
Karl Lagerfeld
The Company owned an economic interest of approximately 8% in Karl Lagerfeld Holding B.V. (“Karl Lagerfeld”). The Company was deemed to have
significant influence with respect to this investment and accounted for the investment under the equity method of 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, of which $19.1 million was received in 2022 and $1.4 million which was previously held in escrow was
received in 2023. The carrying value of the Company’s investment in Karl Lagerfeld was $1.0 million immediately prior to the completion of the sale.
In connection with the closing of the Karl Lagerfeld transaction, the Company recorded a pre-tax gain of $16.1 million during 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 AOCL. The gain was included in equity in net income 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 had historically recorded its proportionate share of the
net income or loss of its investment in Karl Lagerfeld.
F-15

6.      GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill, by segment (please see Note 19, “Segment Data,” for further discussion of the Company’s reportable
segments), were as follows:
(In millions)
Calvin Klein
North
America
Calvin Klein
International
Tommy
Hilfiger
North
America
Tommy Hilfiger
International
Heritage
Brands
Wholesale
Total
Balance as of January 29, 2023
Goodwill, gross
$
781.8 
$
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 
Reduction of goodwill, gross related to the Heritage
Brands intimates transaction
— 
— 
— 
— 
(105.0)
(105.0)
Reduction of accumulated impairment losses related
to the Heritage Brands intimates transaction
— 
— 
— 
— 
105.0 
105.0 
Currency translation
— 
(7.6)
— 
(29.3)
— 
(36.9)
Balance as of February 4, 2024
Goodwill, gross
781.8 
877.4 
203.0 
1,558.3 
— 
3,420.5 
Accumulated impairment losses
(449.9)
(471.3)
(177.2)
— 
— 
(1,098.4)
Goodwill, net
331.9 
406.1 
25.8 
1,558.3 
— 
2,322.1 
Currency translation
— 
(9.5)
— 
(52.5)
— 
(62.0)
Balance as of February 2, 2025
Goodwill, gross
781.8 
867.9 
203.0 
1,505.8 
— 
3,358.5 
Accumulated impairment losses
(449.9)
(471.3)
(177.2)
— 
— 
(1,098.4)
Goodwill, net
$
331.9 
$
396.6 
$
25.8 
$
1,505.8 
$
— 
$
2,260.1 
The Company recorded a $105.0 million reduction to goodwill, gross and a corresponding $105.0 million reduction to accumulated impairment losses
during 2023 in connection with the Heritage Brands intimates transaction. Please see Note 3, “Divestitures,” for further discussion.
The Company’s other intangible assets consisted of the following:
 
2024
2023
(In millions)
Gross

Carrying

Amount
Accumulated

Amortization
Net
Gross

Carrying

Amount
Accumulated

Amortization
Net
Intangible assets subject to amortization:
Customer relationships
$
138.3 
$
(128.5)
$
9.8 
$
143.7 
$
(123.0)
$
20.7 
Reacquired license rights
392.5 
(140.6)
251.9 
408.4 
(134.2)
274.2 
Total intangible assets subject to amortization
530.8 
(269.1)
261.7 
552.1 
(257.2)
294.9 
Indefinite-lived intangible assets:
Tradenames 
2,565.0 
— 
2,565.0 
2,599.1 
— 
2,599.1 
Reacquired perpetual license rights
194.2 
— 
194.2 
203.4 
— 
203.4 
Total indefinite-lived intangible assets
2,759.2 
— 
2,759.2 
2,802.5 
— 
2,802.5 
Total other intangible assets
$
3,290.0 
$
(269.1)
$
3,020.9 
$
3,354.6 
$
(257.2)
$
3,097.4 
(1)
F-16

 The Company sold tradenames with a carrying value of $95.8 million during 2023 in connection with the Heritage Brands intimates transaction. Please
see Note 3, “Divestitures,” for further discussion.
The gross carrying amount and accumulated amortization of certain intangible assets include the impact of changes in foreign currency exchange rates.
Amortization expense related to the Company’s intangible assets subject to amortization was $22.5 million and $23.1 million for 2024 and 2023,
respectively.
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, 2025 is expected to be as follows:
(In millions)
Fiscal Year
Amount
2025
$
16.2 
2026
13.5 
2027
13.3 
2028
13.3 
2029
12.3 
Goodwill and Other Intangible Assets Impairment Testing
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
2024 Annual Impairment Test
For the 2024 annual goodwill impairment test performed as of the beginning of the third quarter of 2024, 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 for 2024 yielded estimated fair values in excess of the carrying amounts for all of its reporting units with
assigned goodwill and therefore no impairment of goodwill was identified.
The Tommy Hilfiger International reporting unit had an estimated fair value that exceeded its carrying amount of $2,874.5 million by approximately 10%.
The carrying amount of goodwill allocated to this reporting unit as of the date of the test was $1,556.1 million. The fair value of the Tommy Hilfiger International
reporting unit was determined using an income approach based on discounted projected future (debt-free) cash flows. The discount rate applied to these cash
flows was based on the weighted average cost of capital for the reporting unit, which takes market participant assumptions into consideration. Estimated future
operating cash flows were discounted at a rate of 13% to account for the relative risks of the estimated future cash flows. Holding all other assumptions constant, a
100 basis point change in the annual revenue growth rate assumption for this business would result in a change to the estimated fair value of the reporting unit of
approximately $161 million. Likewise, a 100 basis point change in the weighted average cost of capital would result in a change to the estimated fair value of the
reporting unit of approximately $281 million. While the Tommy Hilfiger International 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.
2023 Annual Impairment Test
For the 2023 annual goodwill impairment test performed as of the beginning of the third quarter of 2023, 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.
(1)
F-17

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 annual goodwill impairment test performed in 2022,
discussed below, and the impact at that time of (i) the improvement in certain macroeconomic conditions contributing to a favorable change in the Company’s
market capitalization since the time of the 2022 test, which would imply a reduction to the risk premium included in the discount rate and, therefore, improvement
in the fair values of the Company’s reporting units, and (ii) the Company’s then-current financial performance and updated financial forecasts, which were
generally consistent with or exceeded the projections used in 2022.
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 2023.
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.
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 impairment 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. While this reporting unit was not determined to be fully impaired at the time
of the 2022 annual impairment test, at the time it was 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 2024 annual impairment test section above, the Company
performed a quantitative impairment test for all reporting units in the third quarter of 2024. No further impairment was identified for the Calvin Klein Licensing
and Advertising 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 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. While the Calvin Klein Licensing and Advertising North America reporting unit was not determined to be
impaired at the time of the 2022 annual impairment test, 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 2024 annual impairment test section above, the Company performed a
quantitative impairment test for all reporting units in the third quarter of 2024. No impairment was identified for the Calvin Klein Licensing and Advertising
North America reporting unit and it was no longer considered to be at risk of 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, 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 for a group of comparable
public companies. The market multiples used in the valuation were based on the relative strengths and weaknesses of the
F-18

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.
Indefinite-Lived Intangible Assets Impairment Testing
2024 Annual Impairment Test
For the 2024 annual impairment test performed as of the beginning of the third quarter of 2024 for all indefinite-lived intangible assets, 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. The
fair values for all indefinite-lived intangible assets exceeded their carrying amounts and, therefore, the assets were not impaired. The indefinite-lived intangible
asset with the least excess fair value had an estimated fair value that exceeded its carrying amount by 19%.
2023 Annual Impairment Test
For the 2023 annual indefinite-lived intangible assets impairment test performed as of the beginning of the third quarter of 2023, 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.
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 annual impairment testing performed in 2022, discussed below, and the
impact at that time of (i) the improvement in certain macroeconomic conditions contributing to a favorable change in the Company’s market capitalization since
the time of the 2022 test, which would imply a reduction to the risk premium included in the discount rate and, therefore, improvement in the fair value of each of
its indefinite-lived intangible assets and (ii) the Company’s then-current financial performance and updated financial forecasts.
After assessing these events and circumstances, the Company determined that it was not more likely than not that the fair value of each of its indefinite-lived
intangible assets was less than its carrying amount 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 2023.
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
then-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 the date of the Company’s then-
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. While the Warner’s tradename was not determined to be impaired at the time of the 2022 annual impairment test, 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 2023
annual impairment test section above, the Company performed a qualitative impairment test for all indefinite-lived intangible assets in the third quarter of 2023.
No impairment was identified relating to the Warner’s tradename as a result of this test. The Warner’s tradename was subsequently sold on
F-19

November 27, 2023 as part of the Heritage Brands intimates transaction, which resulted in a gain. Please see Note 3, “Divestitures,” for further discussion of the
Heritage Brands intimates transaction.
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.
Considerations Since the 2024 Annual Impairment Tests
There have been no significant events or change in circumstances since the date of the 2024 annual impairment tests that would indicate the remaining
carrying amount of the Company’s goodwill and indefinite-lived intangible assets may be impaired as of February 2, 2025. There continues to be significant
uncertainty in the current macroeconomic environment including the impacts of inflationary pressures globally, supply chain disruptions, the war in Ukraine and
the Israel-Hamas war and their broader macroeconomic implications, and foreign currency volatility. In addition, there is significant uncertainty surrounding how
the Company’s business may be impacted in the future as a result of MOFCOM’s decision to place the Company on the UEL. Please see Note 21, “Other
Comments,” for further discussion. If economic conditions or 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 and indefinite-lived intangible asset impairment charges in the future.
7.      DEBT
Short-Term Borrowings
The Company has the ability to draw revolving borrowings under the senior unsecured credit facilities discussed below in the section entitled “2022 Senior
Unsecured Credit Facilities.” The Company had no revolving borrowings outstanding under these facilities as of February 2, 2025 and February 4, 2024.
Additionally, the Company has the ability to borrow under short-term lines of credit, overdraft facilities and short-term revolving credit facilities
denominated in various foreign currencies. These facilities provided for borrowings of up to $196.3 million based on exchange rates in effect on February 2, 2025
and are utilized primarily to fund working capital needs. The Company had no borrowings outstanding under these facilities as of February 2, 2025 and
February 4, 2024.
Commercial Paper
The Company has the ability to issue unsecured commercial paper notes with maturities that vary but do not exceed 397 days from the date of issuance
primarily to fund working capital needs. Borrowings under the commercial paper note program, when taken together with the revolving borrowings outstanding
under the multicurrency revolving credit facility included in the 2022 facilities (as defined below), cannot exceed $1,150.0 million. The Company had no
borrowings outstanding under the commercial paper note program as of February 2, 2025 and February 4, 2024.
F-20

Long-Term Debt
The carrying amounts of the Company’s long-term debt were as follows:
(In millions)
2024
2023
Senior unsecured Term Loan A facility due 2027 
$
432.7 
$
461.6 
3 5/8% senior unsecured euro notes due 2024 
— 
565.7 
4 5/8% senior unsecured notes due 2025
499.4 
498.2 
3 1/8% senior unsecured euro notes due 2027 
619.1 
643.7 
4 1/8% senior unsecured euro notes due 2029 
539.5 
— 
Total
2,090.7 
2,169.2 
Less: Current portion of long-term debt
510.8 
577.5 
Long-term debt    
$
1,579.9 
$
1,591.7 
     The carrying amount of the euro-denominated Term Loan A facility and the senior unsecured euro notes includes the impact of changes in the exchange
rate of the United States dollar against the euro.
Please see Note 10, “Fair Value Measurements,” for the fair value of the Company’s long-term debt as of February 2, 2025 and February 4, 2024.
The Company’s mandatory long-term debt repayments for the next five years were as follows as of February 2, 2025:
(In millions)
Fiscal Year
Amount 
2025
$
511.4 
2026
11.4 
2027
1,032.6 
2028
— 
2029
544.0 
     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.
Total debt repayments for the next five years exceed the total carrying amount of the Company’s debt as of February 2, 2025 because the carrying amount
reflects the unamortized portions of debt issuance costs and the original issue discounts.
    
As of February 2, 2025, approximately 80% of the Company’s long-term debt had fixed interest rates, with the remainder at variable interest rates.
2022 Senior Unsecured Credit Facilities
On December 9, 2022 (the “Closing Date”), the Company entered into senior unsecured credit facilities (the “2022 facilities”), the proceeds of which, along
with cash on hand, were used to repay all of the outstanding borrowings under the 2019 facilities (as defined below), as well as the related debt issuance costs.
The 2022 facilities consist of (a) a €440.6 million euro-denominated Term Loan A facility (the “Euro TLA facility”), (b) a $1,150.0 million United States
dollar-denominated multicurrency revolving credit facility (the “multicurrency revolving credit facility”), which is available in (i) United States dollars, (ii)
Australian dollars (limited to A$50.0 million), (iii) Canadian dollars (limited to C$70.0 million), or (iv) euros, yen, pounds sterling, Swiss francs or other agreed
foreign currencies (limited to €250.0 million), and (c) a $50.0 million United States dollar-denominated revolving credit facility available in United States dollars
or Hong Kong dollars (together with the multicurrency revolving credit facility, the “revolving credit facilities”). The 2022 facilities are due on December 9, 2027.
In connection with the refinancing in 2022 of the 2019 facilities, the Company paid debt issuance costs of $8.9 million (of which $1.4 million was expensed as
debt modification costs and $7.5 million is being amortized over the term of the 2022 facilities) and recorded debt extinguishment costs of $1.3 million to write
off previously capitalized debt issuance costs.
(1)
(1)
(1)
(1)
(1)
(1)
(1)
F-21

The multicurrency revolving credit facility also includes amounts available for letters of credit and has 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 multicurrency 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 revolving credit
facilities by an aggregate amount not to exceed $1,500.0 million. The lenders under the 2022 facilities are not required to provide commitments with respect to
such additional facilities or increased commitments.
The terms of the Euro TLA facility require the Company to make quarterly repayments of amounts outstanding, which commenced with the calendar quarter
ending March 31, 2023. Such required repayment amounts equal 2.50% per annum of the principal amount outstanding on the Closing Date, paid in equal
installments and subject to certain customary adjustments, with the balance due on the maturity date of the Euro TLA facility. The outstanding borrowings under
the 2022 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 outstanding principal balance for the Euro TLA facility was €418.6 million as of February 2, 2025.
The Company made payments totaling $11.8 million and $11.9 million on its term loan under the 2022 facilities during 2024 and 2023, respectively. The
Company made payments of $487.8 million on its term loan under the 2019 facilities during 2022, which included $22.5 million of mandatory payments and the
$465.3 million repayment of the 2019 facilities in connection with the refinancing of the senior credit facilities.
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 2022 facilities bear interest at a rate per annum equal to, at the Company’s option, either a base
rate or an adjusted term secured overnight financing rate (“SOFR”), calculated in a manner set forth in the 2022 facilities, plus an applicable margin.
The borrowings denominated in other foreign currencies under the 2022 facilities bear interest at various indexed rates specified in the 2022 facilities and
are calculated in a manner set forth in the 2022 facilities, plus an applicable margin.
The applicable margin with respect to the Euro TLA facility as of February 2, 2025 was 1.250%. The applicable margin with respect to the revolving credit
facilities as of February 2, 2025 was 0.125% for loans bearing interest at the base rate, Canadian prime rate or daily simple ESTR and 1.125% for loans bearing
interest at the EURIBOR or any other rate specified in the 2022 facilities. The applicable margin for borrowings under the Euro TLA facility and each revolving
credit facility 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 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 the Company 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 the Company’s other debt.
2019 Senior Unsecured Credit Facilities
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 on December 9, 2022 as discussed above in the section entitled “2022 Senior Unsecured Credit Facilities.” The 2019 facilities included 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.
F-22

7 3/4% Debentures Due 2023
The Company had $100.0 million of debentures due November 15, 2023 that accrued interest at the rate of 7 3/4%. The Company repaid these debentures at
maturity.
3 5/8% Euro Senior Notes Due 2024
The Company had outstanding €525.0 million principal amount of 3 5/8% senior notes due July 15, 2024. The Company redeemed these notes on April 25,
2024 utilizing the net proceeds from the issuance of the €525.0 million principal amount of 4 1/8% senior notes due July 16, 2029 together with other available
funds, as discussed below. The Company recorded an immaterial amount of debt extinguishment costs to write-off previously capitalized debt issuance costs
associated with these notes during the first quarter of 2024.
4 5/8% Senior Notes Due 2025
The Company has outstanding $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 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.
3 1/8% Euro Senior Notes Due 2027
The Company has outstanding €600.0 million principal amount of 3 1/8% senior notes due December 15, 2027. 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.
4 1/8% Euro Senior Notes Due 2029
The Company issued on April 15, 2024, €525.0 million principal amount of 4 1/8% senior notes due July 16, 2029. The Company paid €5.4 million ($5.7
million based on exchange rates in effect on the payment date) of fees in connection with the issuance of the notes, which are being amortized over the term of the
notes.
The Company intends to allocate an amount equal to the net proceeds of the offering to finance or refinance new or existing environmental Eligible Projects
(as defined in the Company’s prospectus relating to the notes offering) focused mainly on the use of sustainable materials and packaging and circularity. Pending
allocation to Eligible Projects, the Company utilized the net proceeds of the offering, together with other available funds, to redeem the €525.0 million principal
amount of 3 5/8% senior notes due July 15, 2024, as discussed above.
The Company may redeem some or all of these notes at any time prior to April 16, 2029 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 16, 2029, or all of these notes at any time in the event of certain
developments affecting taxation, 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 under the indentures governing the
Company’s senior notes.
As of February 2, 2025, 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 and bank guarantees primarily to collateralize the Company’s insurance and lease obligations. The Company
had $81.5 million of these standby letters of credit and bank guarantees outstanding as of February 2, 2025.
Interest paid was $78.4 million, $96.4 million and $82.1 million during 2024, 2023 and 2022, respectively.
F-23

8.      INCOME TAXES
The domestic and foreign components of income (loss) before income taxes were as follows:
(In millions)
2024
2023
2022
Domestic
$
61.6 
$
90.9 
$
(404.9)
Foreign
644.1 
750.1 
793.1 
Total
$
705.7 
$
841.0 
$
388.2 
    
The income before income taxes in 2022 includes a $417.1 million noncash goodwill impairment recorded in conjunction with the Company’s annual
goodwill impairment testing.
Taxes paid were $165.6 million, $209.8 million and $254.5 million in 2024, 2023 and 2022, respectively.
The provision (benefit) for income taxes attributable to income consisted of the following:
(In millions)
2024
2023
2022
Federal:
 
 
 
   Current
$
(0.2)
$
0.1 
$
(6.9)
   Deferred
(24.3)
(18.2)
(5.1)
State and local:
 
 
 
   Current
5.4 
5.3 
(6.2)
   Deferred
0.1 
0.2 
0.8 
Foreign:
 
 
 
   Current
127.6 
186.4 
191.1 
   Deferred
(1.4)
3.6 
14.1 
Total
$
107.2 
$
177.4 
$
187.8 
The provision (benefit) for income taxes for the years 2024, 2023 and 2022 was different from the amount computed by applying the statutory United States
federal income tax rate to the underlying income as follows:
 
2024
2023
2022
Statutory federal income tax rate
21.0 %
21.0 %
21.0 %
State and local income taxes, net of federal income tax benefit
0.7 %
0.8 %
1.1 %
Effects of international jurisdictions, including foreign tax credits
3.0 %
1.9 %
1.6 %
Change in estimates for uncertain tax positions
(7.6)% (1)
(1.6)%
(2.2)%
Change in valuation allowance
(1.8)%
0.3 %
1.2 %
Tax on foreign earnings (GILTI and FDII)
(0.5)%
(1.9)%
1.2 %
Goodwill impairment
— %
— %
22.3 %
Excess tax (benefit) expense related to stock-based compensation
(0.1)%
0.1 %
0.5 %
Other, net
0.5 %
0.5 %
1.7 %
Effective income tax rate
15.2 %
21.1 %
48.4 %
 Includes a benefit of 4.7% from the settlement of a multi-year audit in an international jurisdiction.
The Company’s tax rate is influenced by several factors, including the mix of international and domestic pre-tax earnings, specific discrete transactions and
events, new regulations, audits by tax authorities, and new information received. These elements may lead to adjustments in both the Company’s estimates for
uncertain tax positions and the overall effective tax rate.
The Organization for Economic Cooperation and Development released the Pillar Two framework which includes transition and safe harbor guidelines
around the implementation of a global minimum effective tax rate of 15%. Pillar Two legislation was enacted in certain jurisdictions where the Company operates
and was effective in 2024. The global minimum effective tax rate did not have a material impact on the 2024 effective tax rate.
(1)
F-24

The components of deferred income tax assets and liabilities were as follows:
(In millions)
2024
2023
Gross deferred tax assets
   Tax loss and credit carryforwards
$
170.5 
$
152.0 
   Operating lease liabilities
331.4 
352.4 
   Employee compensation and benefits
52.7 
60.2 
   Inventories
44.6 
41.5 
   Accounts receivable
5.4 
9.2 
   Accrued expenses
11.7 
12.6 
Property, plant and equipment
242.6 
243.5 
   Other, net
8.2 
5.4 
      Subtotal
867.1 
876.8 
   Valuation allowances
(60.0)
(73.7)
Total gross deferred tax assets, net of valuation allowances
$
807.1 
$
803.1 
Gross deferred tax liabilities
   Intangibles
$
(754.7)
$
(772.2)
   Operating lease right-of-use assets
(304.8)
(322.1)
   Derivative financial instruments
(44.1)
(21.1)
Total gross deferred tax liabilities
$
(1,103.6)
$
(1,115.4)
Net deferred tax liability
$
(296.5)
$
(312.3)
At the end of 2024, the Company had on a tax-effected basis approximately $188.7 million of net operating loss and tax credit carryforwards available to
offset future taxable income in various jurisdictions. The carryforwards expire principally between 2025 and 2044.
The Company’s intent is to reinvest indefinitely substantially all of its historical earnings in foreign subsidiaries outside of the United States in jurisdictions
which it would expect to incur material tax costs upon the distribution of such amounts. 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)
2024
2023
2022
Balance at beginning of year
$
99.6 
$
114.7 
$
127.8 
Increases related to prior year tax positions
3.2 
0.6 
12.4 
Decreases related to prior year tax positions
(35.4)
(11.0)
(12.3)
Increases related to current year tax positions
5.0 
2.9 
2.7 
Lapses in statute of limitations
(12.0)
(6.4)
(12.0)
Effects of foreign currency translation
(1.0)
(1.2)
(3.9)
Balance at end of year
$
59.4 
$
99.6 
$
114.7 
    
The entire amount of uncertain tax positions as of February 2, 2025, 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 Statements of Operations for 2024, 2023 and 2022 totaled a benefit of $9.2 million, an expense of $1.3 million and an expense of $0.9
million, respectively. Interest and penalties accrued in the Company’s Consolidated Balance Sheets as of February 2, 2025 and February 4, 2024 totaled $11.7
million and $21.2 million, respectively. The Company recorded its liabilities for uncertain tax positions principally in accrued expenses and other liabilities in its
Consolidated Balance Sheets.
The Company files income tax returns in the United States, various state and local jurisdictions and in over 40 international jurisdictions each year. Most tax
audit examinations by taxing authorities have been completed, or the statute of
F-25

limitations has expired, for the Company’s United States federal, foreign, state and local income tax returns filed through 2015. It is reasonably possible that a
reduction of uncertain tax positions of up to $15.0 million may occur within the next 12 months.
9.    DERIVATIVE FINANCIAL INSTRUMENTS
Cash Flow Hedges
The Company has exposure to changes in foreign currency exchange rates related to anticipated cash flows associated with inventory purchases made by its
foreign subsidiaries in a currency other than their functional currency. The Company uses foreign currency forward contracts to hedge against a portion of this
exposure.
The Company records the foreign currency forward contracts at fair value in its Consolidated Balance Sheets and does not net the related assets and
liabilities. The foreign currency forward contracts associated with certain international inventory purchases are designated as effective hedging instruments (“cash
flow hedges”). As 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.
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 uses both non-derivative instruments (the par value of
certain of its foreign-denominated debt) and derivative instruments (cross-currency swap contracts), which it designates as net investment hedges.
The Company designated (i) the par value of its €600.0 million principal amount of 3 1/8% senior notes due 2027, (ii) until their redemption on April 25,
2024, the par value of its €525.0 million principal amount of 3 5/8% senior notes due 2024, and (iii) as of April 25, 2024, the par value of its €525.0 million
principal amount of 4 1/8% senior notes due 2029 (collectively, “foreign currency borrowings”), all of which were issued 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 7, “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. During the period in which 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 $1,181.0 million and $1,158.6 million, respectively, as of February 2, 2025
and $1,201.6 million and $1,209.4 million, respectively, as of February 4, 2024. The Company evaluates the effectiveness of its non-derivative instrument net
investment hedges at inception and each quarter thereafter. No amounts were excluded from effectiveness testing.
In 2023, the Company entered into multiple fixed-to-fixed cross-currency swap contracts, which, in aggregate, economically convert the Company’s $500.0
million principal amount of 4 5/8% senior notes due 2025 from a United States dollar-denominated obligation to a euro-denominated obligation of €457.2 million.
As part of these swap contracts, the Company will receive fixed-rate United States dollar-denominated interest at a weighted average rate of 1.405% and pay
fixed-rate euro-denominated interest at a rate of 0%. The cross-currency swap contracts expire on July 10, 2025, the date on which the 4 5/8% senior notes
mature. The Company designated these cross-currency swap contracts as net investment hedges of its investments in certain of its foreign subsidiaries that use the
euro as their functional currency. The Company records the cross-currency swap contracts at fair value in its Consolidated Balance Sheets and does not net the
related assets and liabilities. Changes in the fair value of the cross-currency swap contracts are recorded in equity as a component of AOCL. The Company
evaluates the effectiveness of its derivative instrument net investment hedges at inception and each quarter thereafter. The interest components of the cross-
currency swaps are excluded from the assessment of hedge effectiveness and are initially recorded in equity as a component of AOCL. Such amounts are
recognized ratably over the term of the cross-currency swap contracts as a credit to interest expense in the Company’s Consolidated Statements of Operations.
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”), which primarily include foreign currency forward contracts related to third party and intercompany transactions, and intercompany loans that are not
of a long-term investment nature. Any gains and
F-26

losses that are immediately recognized in earnings on such contracts are largely offset by the remeasurement of the underlying balances.
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.
As a result of the use of derivative instruments, the Company may be exposed to the risk that 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 their credit ratings and certain other financial factors.
The following table summarizes the fair value and presentation of the Company’s derivative financial instruments in its Consolidated Balance Sheets:
Assets
Liabilities
 
2024
2023
2024
2023
(In millions)
Other Current
Assets
Other Assets
Other Current
Assets
Other Assets
Accrued
Expenses
Other
Liabilities
Accrued
Expenses
Other
Liabilities
Contracts designated as cash flow and net
investment hedges:
Foreign currency forward contracts
(inventory purchases)
$
41.0 
$
3.6 
$
13.2 
$
0.5 
$
0.6 
$
— 
$
2.4 
$
0.4 
Cross-currency swap contracts (net
investment hedges)
24.9 
— 
6.4 
— 
— 
— 
— 
1.3 
Undesignated contracts:
Foreign currency forward contracts
4.1 
— 
1.9 
— 
0.9 
— 
1.1 
— 
Total
$
70.0 
$
3.6 
$
21.5 
$
0.5 
$
1.5 
$
— 
$
3.5 
$
1.7 
The notional amount outstanding of foreign currency forward contracts was $1,153.5 million at February 2, 2025. Such contracts expire principally between
February 2025 and April 2026.
    
F-27

The following tables summarize the effect of the Company’s hedges designated as cash flow and net investment hedging instruments:
Gain (Loss)

Recognized in Other

Comprehensive (Loss) Income
(In millions)
2024
2023
2022
Foreign currency forward contracts (inventory
purchases)
$
49.2 
$
35.6 
$
(48.3)
Foreign currency borrowings (net investment
hedges)
47.7 
8.6 
30.4 
Cross-currency swap contracts (net investment
hedges)
26.8 
8.3 
— 
Total
$
123.7 
$
52.5 
$
(17.9)
Amount of Gain Reclassified from AOCL into Income, Consolidated Statements of Operations Location, and Total
Amount of Consolidated Statements of Operations Line Item
Amount Reclassified
Location
Total Statements of Operations Amount
(In millions)
2024
2023
2022
2024
2023
2022
Foreign currency forward
contracts (inventory purchases)
$
24.1 
$
11.1 
$
27.6 
Cost of goods
sold
$
3,510.4 
$
3,854.5 
$
3,901.3 
Cross-currency swap contracts
(net investment hedges)
7.0 
3.2 
— 
Interest expense
89.8 
99.3 
89.6 
Total
$
31.1 
$
14.3 
$
27.6 
A net gain in AOCL on foreign currency forward contracts at February 2, 2025 of $37.9 million is estimated to be reclassified in the next 12 months in the
Company’s Consolidated Statement of Operations to cost of goods sold as the underlying inventory hedged by such forward contracts is sold. Amounts
recognized in AOCL for foreign currency borrowings and the effective portion of the Company’s net investment hedges would be recognized in earnings only
upon the sale or substantially complete liquidation of the hedged net investment.
The following table summarizes the effect of the Company’s undesignated contracts recognized in SG&A expenses in its Consolidated Statements of
Operations:
Gain Recognized in SG&A Expenses
(In millions)
2024
2023
2022
Foreign currency forward contracts 
$
12.9 
$
2.9 
$
11.4 
 Any gains and losses that are immediately recognized in earnings on such contracts are largely offset by the remeasurement of the underlying balances.
The Company had no derivative financial instruments with credit risk-related contingent features underlying the related contracts as of February 2, 2025.
10.    FAIR VALUE MEASUREMENTS
In accordance with U.S. GAAP, 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.
(1)
(1)
F-28

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.
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:
2024
2023
(In millions)
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Assets:
Foreign currency forward contracts  
N/A
$
48.7 
N/A
$
48.7 
N/A
$
15.6 
N/A
$
15.6 
Cross-currency swap contracts (net
investment hedges)
N/A
24.9 
N/A
24.9 
N/A
6.4 
N/A
6.4 
Rabbi trust assets
$
14.3 
N/A
N/A
14.3 
$
9.9 
N/A
N/A
9.9 
Total Assets
$
14.3 
$
73.6 
N/A
$
87.9 
$
9.9 
$
22.0 
N/A
$
31.9 
Liabilities:
Foreign currency forward contracts  
N/A
$
1.5 
N/A
$
1.5 
N/A
$
3.9 
N/A
$
3.9 
Cross-currency swap contracts (net
investment hedges)
N/A
— 
N/A
— 
N/A
1.3 
N/A
1.3 
Total Liabilities
N/A
$
1.5 
N/A
$
1.5 
N/A
$
5.2 
N/A
$
5.2 
The fair value of the foreign currency forward contracts is measured as the total amount of currency to be purchased, multiplied by the difference between
(i) the foreign currency forward rate as of the period end and (ii) the settlement rate specified in each contract. The fair value of the cross-currency swap contracts
is measured using the discounted cash flows of the contracts, which are determined based on observable inputs, including the foreign currency forward rates and
discount rates, as of the period end. The fair value of the rabbi trust assets, which consist of investments in mutual funds, is valued 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 Company established a rabbi trust that holds investments related to the Company’s supplemental savings plan. 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. The rabbi
trust assets generally mirror the investment elections made by eligible plan participants and are included as follows in the Company’s Consolidated Balance
Sheets:
2024
2023
(In millions)
Other Current Assets
Other Assets
Other Current Assets
Other Assets
Rabbi trust assets
$
1.0 
$
13.3 
$
0.8 
$
9.1 
The corresponding deferred compensation liability is included in accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets.
Unrealized gains (losses) recognized on the rabbi trust investments were immaterial during 2024, 2023 and 2022.
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.
F-29

The following tables show the fair values of the Company’s non-financial assets that were required to be remeasured at fair value on a non-recurring basis
during 2024, 2023 and 2022, and the total impairments recorded as a result of the remeasurement process:
(In millions)
Fair Value Measurement Using
Fair Value
As Of

Impairment Date
Total
 Impairments
2024
Level 1
Level 2
Level 3
Operating lease right-of-use assets
N/A
N/A $
3.4 
$
3.4 
$
1.6 
Property, plant and equipment, net
N/A
N/A
0.5 
0.5 
8.6 
2023
Property, plant and equipment, net
N/A
N/A
0.5 
0.5 
5.7 
2022
Operating lease right-of-use assets
N/A
N/A
3.0 
3.0 
27.4 
Property, plant and equipment, net
N/A
N/A
0.3 
0.3 
24.3 
Goodwill
N/A
N/A
41.0 
41.0 
417.1 
Operating lease right-of-use assets with a carrying amount of $5.0 million and property, plant and equipment with a carrying amount of $9.1 million were
written down to their fair values of $3.4 million and $0.5 million, respectively, during 2024, primarily in connection with the financial performance in certain of
the Company’s retail stores. 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.
The $10.2 million of impairment charges during 2024 were included in SG&A expenses in the Company’s Consolidated Statement of Operations and
recorded to the Company’s segments as follows: $6.9 million in the Tommy Hilfiger International segment, $2.5 million in the Calvin Klein International
segment, $0.6 million in the Calvin Klein North America segment and $0.2 million in the Tommy Hilfiger North America segment.
Property, plant and equipment with a carrying amount of $6.2 million was written down to a fair value of $0.5 million during 2023 primarily in connection
with the financial performance in certain of the Company’s retail stores. 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. The $5.7 million of impairment charges
during 2023 were included in SG&A expenses in the Company’s Consolidated Statement of Operations and recorded to the Company’s segments as follows: $3.3
million in the Tommy Hilfiger International segment, $1.2 million in the Calvin Klein International segment, $0.7 million in the Tommy Hilfiger North America
segment and $0.5 million in the Calvin Klein North America segment.
Operating lease right-of-use assets with a carrying amount of $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 2022 to exit
from its Russia business, and the financial performance in certain of the Company’s retail stores. Please see Note 16, “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 $41.0 million during 2022. Please see Note 6, “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 million was
included in goodwill impairment 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
F-30

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.
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:
2024
2023
(In millions)
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Cash and cash equivalents
$
748.0 
$
748.0 
$
707.6 
$
707.6 
Short-term borrowings
— 
— 
— 
— 
Long-term debt (including portion classified as current)
2,090.7 
2,113.8 
2,169.2 
2,159.5 
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.
11.    RETIREMENT AND BENEFIT PLANS
The Company, as of February 2, 2025, has two 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, subject to the plan freeze as discussed below, 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 two
plans as its “Pension Plans.”
The Company also has three noncontributory unfunded non-qualified supplemental defined benefit pension plans, one of which is a supplemental 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 after employment termination or
retirement, according to their distribution election, and two other plans for select former senior management. The Company refers to these three 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 under two plans.
Retirees contribute to the cost of the applicable plan, which are unfunded and frozen. The Company refers to these plans as its “Postretirement Plans.”
In the fourth quarter of 2023, the Company’s Board of Directors approved changes to its Pension Plans and its supplemental pension plan to freeze the
pensionable compensation and credited service amounts used to calculate participants’ benefits which became effective June 30, 2024. After the effective date, in
lieu of participation in the Pension Plans and supplemental pension plan as applicable, employees will receive an additional Company contribution to their savings
and retirement plans and supplemental savings plan, as applicable, which are discussed further below. Employees near retirement age that meet a specified service
requirement are included in a transition group that will continue to accrue benefits under the Pension Plans and supplemental pension plan, as applicable, for two
years after the effective date of the freeze in addition to receiving the additional Company contribution to their savings and retirement plans and supplemental
savings plan, as applicable. In connection with the freeze, the Company recognized a reduction in the projected benefit obligation and a pre-tax curtailment gain
of $17.2 million for the Pension Plans and $2.6 million for the supplemental pension plan in 2023.
    
F-31

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 Plans
SERP Plans
Postretirement Plans
(In millions)
2024
2023
2024
2023
2024
2023
Balance at beginning of year
$
532.1 
$
573.2 
$
47.6 
$
56.3 
$
3.6 
$
4.0 
Service cost, net of plan expenses
7.9 
18.0 
0.8 
1.6 
— 
— 
Interest cost
28.7 
29.1 
2.4 
2.8 
0.2 
0.2 
Benefit payments
(81.7)
(54.3)
(7.6)
(9.7)
— 
— 
Benefit payments, net of retiree contributions
— 
— 
— 
— 
(0.9)
(0.8)
Curtailment gain
— 
(17.2)
— 
(2.6)
— 
— 
Actuarial loss (gain)
3.6 
(16.7)
(0.7)
(0.8)
— 
0.2 
Balance at end of year
$
490.6 
$
532.1 
$
42.5 
$
47.6 
$
2.9 
$
3.6 
Service cost for both the Pension Plans and SERP Plans decreased in 2024 compared to 2023 primarily due to the plan freeze.
In 2024, vested participants whose employment had been terminated were offered an opportunity to elect a lump sum payment of their accrued pension
benefit from the Pension Plans. Payments of $41.5 million were made in the fourth quarter of 2024 to participants that made this election. These payments,
together with $17.6 million of lump sum payments made in the normal course of business throughout the year, are included as benefit payments from the Pension
Plans and constitute settlements that satisfied the Company’s remaining benefit obligations to the participants using assets from the Pension Plans.
The actuarial gain included in the projected benefit obligation for both the Pension Plans and SERP Plans in 2023 was due principally to an increase in the
discount rate.
Reconciliations of the fair value of the assets held by the Pension Plans and the funded status were as follows:
(In millions)
2024
2023
Fair value of plan assets at beginning of year
$
554.4 
$
570.2 
Actual return, net of plan expenses
4.8 
38.5 
Benefit payments
(81.7)
(54.3)
Company contributions
0.2 
— 
Fair value of plan assets at end of year
$
477.7 
$
554.4 
Funded status at end of year
$
(12.9)
$
22.3 
Amounts recognized in the Company’s Consolidated Balance Sheets were as follows:
 
Pension Plans
SERP Plans
Postretirement Plans
(In millions)
2024
2023
2024
2023
2024
2023
Non-current assets
$
— 
$
22.5 
$
— 
$
— 
$
— 
$
— 
Current liabilities
— 
— 
(6.0)
(9.4)
(0.4)
(0.5)
Non-current liabilities
(12.9)
(0.2)
(36.5)
(38.2)
(2.5)
(3.1)
Net amount recognized
$
(12.9)
$
22.3 
$
(42.5)
$
(47.6)
$
(2.9)
$
(3.6)
F-32

The components of net benefit cost recognized were as follows:
 
Pension Plans
SERP Plans
Postretirement Plans
(In millions)
2024
2023
2022
2024
2023
2022
2024
2023
2022
Service cost
$
10.7  $
21.7 
$
31.3 
$
0.8  $
1.6  $
2.5  $
—  $
—  $
— 
Interest cost
28.7 
29.1 
25.3 
2.4 
2.8 
2.8 
0.2 
0.2 
0.1 
Expected return on plan assets
(32.9)
(33.8)
(41.7)
— 
— 
— 
— 
— 
— 
Actuarial loss (gain)
28.9 
(25.1)
(70.6)
(0.7)
(0.8)
(6.7)
— 
0.2 
(1.1)
Curtailment gain
— 
(17.2)
— 
— 
(2.6)
— 
— 
— 
— 
Total
$
35.4  $
(25.3)
$
(55.7)
$
2.5  $
1.0  $
(1.4) $
0.2  $
0.4  $
(1.0)
The net actuarial loss in net benefit cost in 2024 was due principally to the difference between the actual and expected returns on plan assets for the Pension
Plans. The net actuarial gain in net benefit cost in 2023 was due principally to an increase in the discount rate. The net actuarial gain in net benefit cost in 2022
was due principally to an increase in the discount rate partially offset by the difference between the actual and expected returns on plan assets for the Pension
Plans.
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 and (ii) the other components are recorded in non-service related pension and postretirement (cost) income.
The accumulated benefit obligations (Pension Plans and SERP Plans) were as follows:
Pension Plans
SERP Plans
(In millions)
2024
2023
2024
2023
Accumulated benefit obligation
$
488.4 
$
527.9 
$
42.1 
$
46.9 
As of February 2, 2025, both of the Company’s Pension Plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets.
As of February 4, 2024, one of the Company’s Pension Plans had projected benefit obligations and accumulated benefit obligations in excess of plan assets. The
balances were as follows:
(In millions, except plan count)
2024
2023
Number of plans with projected benefit obligations in excess of plan assets
2 
1 
Aggregate projected benefit obligation
$
490.6 
$
2.4 
Aggregate fair value of related plan assets
$
477.7 
$
2.2 
Number of plans with accumulated benefit obligations in excess of plan assets
2 
1 
Aggregate accumulated benefit obligation
$
488.4 
$
2.4 
Aggregate fair value of related plan assets
$
477.7 
$
2.2 
As of February 2, 2025 and February 4, 2024, 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:
 
2024
2023
2022
Discount rate (applies to Pension Plans and SERP Plans)
5.72 %
5.63 %
5.19 %
Discount rate (applies to Postretirement Plans)

5.53 %
5.36 %
4.98 %
Rate of increase in compensation levels (applies to Pension Plans)
4.00 %
4.00 %
4.00 %
Expected long-term rate of return on assets (applies to Pension Plans)
6.25 %
6.25 %
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.
F-33

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 Pension Plans as of
February 2, 2025 was approximately 20% United States equities, 10% international equities and 70% 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 and United States Treasury securities. Actual investment allocations may vary from the Company’s
target investment allocations due to prevailing market conditions.
In accordance with the fair value hierarchy described in Note 10, “Fair Value Measurements,” the following tables show the fair value of the total assets of
the Pension Plans for each major category as of February 2, 2025 and February 4, 2024:
(In millions)
Fair Value Measurements as of
February 2, 2025
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
$
32.4 
$
32.4 
$
— 
$
— 
United States equity fund
76.9 
— 
76.9 
— 
International equity funds
49.6 
21.6 
28.0 
— 
Fixed income securities:
 
 
 
 
U.S. Treasury securities fund
209.8 
— 
209.8 
— 
Government securities
1.4 
— 
1.4 
— 
Corporate securities
80.5 
— 
80.5 
— 
Short-term investment funds
26.4 
— 
26.4 
— 
Subtotal
$
477.0 
$
54.0 
$
423.0 
$
— 
Other assets and liabilities
0.7 
 
 
 
Total
$
477.7 
 
 
 
(In millions)
Fair Value Measurements as of
February 4, 2024
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
$
45.1 
$
45.1 
$
— 
$
— 
International equities
0.3 
0.3 
— 
— 
United States equity fund
114.1 
— 
114.1 
— 
International equity funds
61.1 
25.5 
35.6 
— 
Fixed income securities:
 
 
 
 
U.S. Treasury Securities fund
244.3 
— 
244.3 
— 
Government securities
1.1 
— 
1.1 
— 
Corporate securities
81.6 
— 
81.6 
— 
Short-term investment funds
5.8 
— 
5.8 
— 
Subtotal
$
553.4 
$
70.9 
$
482.5 
$
— 
Other assets and liabilities
1.0 
 
 
 
Total
$
554.4 
 
 
 
(1)
(2)
(3)
(4)
(5)
(6)
(6)
(7)
(8)
(1)
(2)
(2)
(3)
(4)
(5)
(6)
(6)
(7)
(8)
F-34

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 provided by the pricing
services by reviewing prices from other pricing sources. The Company has not adjusted any prices received from the third party pricing services.
Valued at the closing price or unadjusted quoted price in the active market in which the individual securities are traded.
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 of companies that track the Russell 1000 Index.
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.
Valued at the net asset value of the fund as determined by 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 Treasury STRIPS.
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.
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.
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, 2025.
Currently, the Company does not expect to make material contributions to the Pension Plans in 2025. 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 Year
Pension Plans
SERP Plans
Postretirement Plans
2025 $
46.1 
$
6.0 
$
0.4 
2026
45.7 
5.2 
0.4 
2027
45.7 
4.9 
0.4 
2028
43.6 
4.3 
0.3 
2029
42.9 
4.0 
0.3 
2030-2034
187.9 
15.3 
1.1 
The Company has savings and retirement plans and a supplemental savings plan for the benefit of its eligible employees in the United States. The Company
matches a portion of employee contributions to the plans. The Company began making on January 1, 2022 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 Plan. In addition, as discussed above, subsequent to the June 30, 2024
freeze of the Pension Plans and supplemental pension plan, the Company began making an additional contribution to these plans for employees in the United
States that were hired prior to January 1, 2022. The Company also has defined contribution plans for certain employees in certain international locations, whereby
the Company pays a percentage of the contribution for the employee. The Company’s contributions to these plans were $47.1 million, $41.7 million and $37.7
million in 2024, 2023 and 2022, respectively.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
F-35

The Company’s supplemental savings plan allows participants to choose from a broad variety of investment options. The Company established a rabbi trust
whereby the trust holds investments that generally mirror the participants’ investment elections in the supplemental savings plan. See Note 10, “Fair Value
Measurements,” for further discussion.
12.    STOCK-BASED COMPENSATION
The Company grants stock-based awards under its Stock Incentive Plan (the “Plan”). Awards that may be granted under the Plan include, but are not limited
to (i) service-based non-qualified stock options (“stock options”); (ii) service-based restricted stock units (“RSUs”); and (iii) contingently issuable performance
share units (“PSUs”). Each award granted under the 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 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 nonpublic
information. No such adjustments were made to the grant date fair value of awards granted in any period presented. 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.
According to the terms of the Plan, for purposes of determining the number of shares available for grant, each share underlying a stock option award reduces
the number available by one share and each share underlying an RSU or PSU award reduces the number available by two shares for awards made before June 22,
2023 and by 1.6 shares for awards made on or after June 22, 2023. Total shares available for grant at February 2, 2025 amounted to 4.3 million shares.
Net income for 2024, 2023 and 2022 included $54.0 million, $51.9 million and $46.6 million, respectively, of pre-tax expense related to stock-based
compensation, with related recognized income tax benefits of $6.4 million, $6.3 million and $5.9 million, respectively.
The Company receives a tax deduction for certain transactions associated with its stock-based awards. The actual income tax benefits realized from these
transactions in 2024, 2023 and 2022 were $7.8 million, $8.0 million and $3.7 million, respectively. The tax benefits realized included discrete net excess tax
benefits (deficiencies) of $1.2 million, $(1.0) million and $(2.0) million recognized in the Company’s provision for income taxes during 2024, 2023 and 2022,
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 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’ requisite service periods.
The following summarizes the assumptions used to estimate the fair value of stock options granted during 2024, 2023 and 2022 and the resulting weighted
average grant date fair value per stock option:
 
2024
2023
2022
Weighted average risk-free interest rate
4.33 %
3.33 %
2.50 %
Weighted average expected stock option term (in years)
6.25
6.25
6.25
Weighted average Company volatility
53.32 %
50.60 %
47.34 %
Expected annual dividends per share
$
0.15 
$
0.15 
$
0.15 
Weighted average grant date fair value per stock option
$
60.96 
$
43.47 
$
34.27 
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 anticipated common stock cash dividend rate for the Company at the
time of grant.
F-36

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 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 4, 2024
513 
$
94.05 
5.9
$
15,996 
Granted
58 
109.75 
Exercised
60 
121.28 
Forfeited / Expired
7 
115.13 
Outstanding at February 2, 2025
504 
$
92.31 
6.2
$
5,158 
Exercisable at February 2, 2025
324 
$
93.58 
5.1
$
3,898 
The aggregate grant date fair value of stock options granted during 2024, 2023 and 2022 was $3.6 million, $3.7 million and $4.6 million, respectively.
The aggregate grant date fair value of stock options that vested during 2024, 2023 and 2022 was $2.8 million, $2.6 million and $1.7 million, respectively.
The aggregate intrinsic value of stock options exercised during 2024 and 2023 was $0.7 million and $3.1 million, respectively. There were no exercises in
2022.
At February 2, 2025, there was $4.7 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 1.7 years.
RSUs
    
RSUs granted to employees generally vest in four equal annual installments commencing one year after the date of grant, although the Company does make
from time to time, and currently has outstanding, RSUs 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
for employees generally provide for accelerated vesting upon the award recipient’s retirement (as defined in the 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’ requisite service periods.
RSU activity for the year was as follows:
(In thousands, except per RSU data)
RSUs
Weighted Average

Grant Date

Fair Value Per RSU
Non-vested at February 4, 2024
1,175 
$
80.79 
Granted
522 
108.97 
Vested
441 
80.31 
Forfeited
187 
88.09 
Non-vested at February 2, 2025
1,069 
$
93.45 
The aggregate grant date fair value of RSUs granted during 2024, 2023 and 2022 was $56.8 million, $54.9 million and $53.6 million, respectively. The
aggregate grant date fair value of RSUs vested during 2024, 2023 and 2022 was $35.4 million, $43.4 million and $39.3 million, respectively.
F-37

At February 2, 2025, there was $64.7 million of unrecognized pre-tax compensation expense related to non-vested RSUs, which is expected to be recognized
over a weighted average period of 1.7 years.
PSUs
PSU awards granted to employees have a three-year service period. Each award is subject to various performance and/or market conditions goals as follows:
Grant
Year
Goal for 50% of the Award
Goal for 50% of the Award
2021
Company total shareholder return (“TSR”) relative to
a pre-established group of industry peers during a

three-year period from the grant date
Company’s earnings before interest and taxes
(“EBIT”) during fiscal 2021
2022
Company TSR relative to a pre-established group of
industry peers during a three-year period from the

grant date
Company’s cumulative EBIT during a fiscal three-year performance
period
2023
Company TSR relative to a pre-established group of
industry peers during a three-year period from the

grant date
Company’s average return on invested capital
(“ROIC”) during a fiscal three-year performance

period
2024
Company TSR relative to a pre-established group of
industry peers during a three-year period from the

grant date
Company’s average ROIC during a fiscal three-year
performance period
The final number of shares to be earned, if any, is contingent upon the Company’s achievement of goals for the applicable performance period. For awards
granted in 2021, the holders of the awards earned an aggregate of 55,000 shares. The Company achieved performance on the one-year EBIT measure above the
maximum performance level. The Company achieved performance on the three-year TSR measure between the threshold and target levels. For the EBIT-based
portion of the awards granted in 2022, the applicable performance period ended in the fourth quarter of 2024 and the performance condition was not achieved.
The Company records expense ratably over the three-year service period, with expense determined as follows: (i) TSR-based portion of the awards is based
on the grant date fair value regardless of whether the market condition is satisfied because the awards are subject to market conditions and (ii) EBIT- and ROIC-
based portion of the awards are 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.
The grant date fair value of the awards granted is established as follows: (i) TSR-based portion of the awards uses a Monte Carlo simulation model and (ii)
EBIT- and ROIC-based portion of the awards are based on the closing price of the Company’s common stock reduced for the present value of any dividends
expected to be paid on such common stock during the three-year service period, as these contingently issuable PSUs do not accrue dividends.
The following summarizes the assumptions used to estimate the fair value of PSUs subject to market conditions that were granted during 2024, 2023 and
2022 and the resulting weighted average grant date fair value:
2024
2023
2022
Weighted average risk-free interest rate
4.71 %
3.56 %
2.91 %
Weighted average Company volatility
48.28 %
58.21 %
64.02 %
Expected annual dividends per share
$
0.15 
$
0.15 
$
0.15 
Weighted average grant date fair value per PSU
$
138.12 
$
120.42 
$
103.36 
    
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.
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 these awards, the
grant date fair value was discounted 4.40%, 7.40% and 6.90% in 2024, 2023 and 2022, respectively, for the restriction of liquidity, which was calculated using the
Finnerty model.
F-38

Total PSU activity for the year was as follows:
(In thousands, except per PSU data)
PSUs
Weighted Average
Grant Date

Fair Value Per PSU
Non-vested at February 4, 2024
236 
$
102.29 
Granted
127 
122.76 
   Reduction due to market conditions achieved below target
1 
157.70 
Reduction due to performance conditions not achieved
33 
70.64 
Vested
55 
124.12 
Forfeited
8 
121.28 
Non-vested at February 2, 2025
266 
$
110.64 
The aggregate grant date fair value of PSUs granted during 2024, 2023 and 2022 was $15.6 million, $12.3 million and $6.3 million, respectively. The
aggregate grant date fair value of PSUs vested during 2024 and 2023 was $6.8 million and $8.6 million, respectively. No PSUs vested during 2022. PSUs in the
above table that remain subject to market conditions are reflected at the target level, which is consistent with how expense will be recorded, regardless of the
numbers of shares that are expected to be earned.
At February 2, 2025, there was $18.0 million of unrecognized pre-tax compensation expense related to non-vested PSUs, which is expected to be recognized
over a weighted average period of 1.9 years.
13.    STOCKHOLDERS’ EQUITY
The Company’s Board of Directors has authorized over time beginning in 2015 an aggregate $5.0 billion stock repurchase program through July 30, 2028.
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. Beginning January 1, 2023, the Company’s share repurchases in excess of issuances are subject to a 1%
excise tax enacted by the Inflation Reduction Act.
During 2024, 2023 and 2022, the Company purchased 4.7 million shares, 5.7 million shares and 6.2 million shares, respectively, of its common stock under
the program in open market transactions for $501.1 million (excluding excise taxes of $4.6 million), $549.8 million (excluding excise taxes of $4.9 million) and
$399.4 million, respectively. As of February 2, 2025, the repurchased shares were held as treasury stock and $1.773 billion of the authorization remained available
for future share repurchases, excluding excise taxes, as the excise taxes do not reduce the authorized amount remaining.
Treasury stock activity also includes shares that were withheld in conjunction with the settlement of RSUs and PSUs to satisfy tax withholding requirements.
F-39

14.    ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents the changes in AOCL, net of related taxes, by component:
(In millions)
Foreign currency
translation adjustments
Net unrealized and realized
gain (loss) on effective cash
flow hedges
Total
Balance at January 30, 2022
$
(665.9)
$
53.2 
$
(612.7)
Other comprehensive loss before reclassifications
(47.6)
(36.0)
(83.6)
Less: Amounts reclassified from AOCL
(3.4) (3)
20.2 
16.8 
Other comprehensive loss
(44.2)
(56.2)
(100.4)
Balance at January 29, 2023
$
(710.1)
$
(3.0)
$
(713.1)
Other comprehensive (loss) income before reclassifications
(56.2)
25.8 
(30.4)
Less: Amounts reclassified from AOCL
2.4 
7.7 
10.1 
Other comprehensive (loss) income
(58.6)
18.1 
(40.5)
Balance at February 4, 2024
$
(768.7)
$
15.1 
$
(753.6)
Other comprehensive (loss) income before reclassifications
(116.8)
36.4 
(80.4)
Less: Amounts reclassified from AOCL
5.3 
17.5 
22.8 
Other comprehensive (loss) income
(122.1)
18.9 
(103.2)
Balance at February 2, 2025
$
(890.8)
$
34.0 
$
(856.8)
Foreign currency translation adjustments included a net gain on net investment hedges of $55.8 million, $12.7 million and $24.1 million in 2024, 2023
and 2022, respectively.
Unfavorable foreign currency translation adjustments were principally driven by a strengthening of the United States dollar against the euro.
Foreign currency translation adjustment losses were reclassified from AOCL during 2022 in connection with the Karl Lagerfeld transaction. Please see
Note 5, “Investments in Unconsolidated Affiliates,” for further discussion.
Unfavorable foreign currency translation adjustments were principally driven by a strengthening of the United States dollar against certain currencies in
the Asia-Pacific region (primarily the Chinese yuan and the Australian dollar) and the euro.
Unfavorable foreign currency translation adjustments were principally driven by a strengthening of the United States dollar against the euro, certain
currencies in the Asia-Pacific region (primarily the Australian dollar and the Korean won), the Mexican peso and the Brazilian real.
(1)(2)
(1)(4)
(1)(5)
(1)
(2)
(3)
(4)
(5)
F-40

The following table presents reclassifications from AOCL to earnings:
Amount Reclassified from AOCL
Affected Line Item in the Company’s
Consolidated Statements of Operations
(In millions)
2024
2023
2022
Realized gain (loss) on effective cash flow hedges:
Foreign currency forward contracts (inventory purchases)
$
24.1 
$
11.1 
$
27.6 
Cost of goods sold
Less: Tax effect
6.6 
3.4 
7.4 
Income tax expense
Total, net of tax
$
17.5 
$
7.7 
$
20.2 
Foreign currency translation adjustments:
Karl Lagerfeld transaction
$
— 
$
— 
$
(3.4)
Equity in net income of unconsolidated
affiliates
Cross-currency swap contracts (net investment hedges)
7.0 
3.2 
— 
Interest expense
Less: Tax effect
1.7 
0.8 
— 
Income tax expense
Total, net of tax
$
5.3 
$
2.4 
$
(3.4)
Foreign currency translation adjustment losses were reclassified from AOCL during 2022 in connection with the Karl Lagerfeld transaction. Please see Note
5, “Investments in Unconsolidated Affiliates,” for further discussion.
15.    LEASES
The components of the net lease cost were as follows:
(In millions)
Line Item in the Company’s Consolidated Statements of
Operations
2024
2023
2022
Finance lease cost:
Amortization of right-of-use-assets
SG&A expenses (depreciation and amortization)
$
3.5 
$
4.2  $
4.2 
Interest on lease liabilities
Interest expense
0.2 
0.2 
0.2 
Total finance lease cost
3.7 
4.4 
4.4 
Operating lease cost
SG&A expenses
388.3 
402.3 
401.4 
Short-term lease cost
SG&A expenses
66.1 
41.7 
35.9 
Variable lease cost
SG&A expenses
138.2 
132.3 
116.2 
Less: sublease income
SG&A expenses
(6.0)
(5.3)
(4.7)
Total net lease cost
$
590.3 
$
575.4  $
553.2 
(1)
(1) 
F-41

Supplemental balance sheet information related to leases was as follows:
(In millions)
Line Item in the Company’s Consolidated Balance Sheets
2024
2023
Right-of-use assets:
Operating lease
Operating lease right-of-use assets
$
1,157.5  $
1,213.8 
Finance lease
Property, plant and equipment, net
5.4 
8.8 
$
1,162.9  $
1,222.6 
Current lease liabilities:
Operating lease
Current portion of operating lease liabilities
$
289.1  $
288.9 
Finance lease
Accrued expenses
3.2 
4.1 
$
292.3  $
293.0 
Other lease liabilities:
Operating lease
Long-term portion of operating lease liabilities
$
1,011.3  $
1,075.8 
Finance lease
Other liabilities
2.7 
5.6 
$
1,014.0  $
1,081.4 
Supplemental cash flow information related to leases was as follows:
(In millions)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
392.0 
$
446.2  $
450.8 
Operating cash flows from finance leases
0.2 
0.2 
0.2 
Financing cash flows from finance leases
3.9 
4.6 
4.7 
Noncash transactions:
Right-of-use assets obtained in exchange for new operating lease liabilities
$
300.2 
$
278.4  $
338.6 
Right-of-use assets obtained in exchange for new finance lease liabilities
0.8 
4.0 
8.2 
The following summarizes the weighted average remaining lease terms and weighted average discount rates related to the Company’s right-of-use assets and
lease liabilities recorded on the balance sheet:
2024
2023
Weighted average remaining lease term (years):
Operating leases
5.92
6.10
Finance leases
2.02
2.55
Weighted average discount rate:
Operating leases
4.68 %
4.64 %
Finance leases
2.11 %
2.17 %
At February 2, 2025, the maturities of the Company’s lease liabilities were as follows:
(In millions)
Finance

Leases
Operating

Leases
Total
2025
$
3.2 
$
341.6 
$
344.8 
2026
2.1 
287.6 
289.7 
2027
0.5 
239.3 
239.8 
2028
0.2 
187.0 
187.2 
2029
— 
131.0 
131.0 
Thereafter
— 
312.9 
312.9 
Total lease payments
$
6.0 
$
1,499.4 
$
1,505.4 
Less: Interest
(0.1)
(199.0)
(199.1)
Total lease liabilities
$
5.9 
$
1,300.4 
$
1,306.3 
F-42

The Company’s lease liabilities exclude $108.0 million of future lease payment obligations related to leases for various retail store and distribution center
leases that were entered into but did not commence as of February 2, 2025. These leases commenced or will commence in 2025.
16.    EXIT ACTIVITY COSTS
Growth Driver 5 Actions
In line with the fifth growth driver of the PVH+ Plan – drive efficiencies and invest in growth – the Company embarked on a multi-year initiative beginning
in the second quarter of 2024 to simplify its operating model by centralizing certain processes and improving systems and automation to drive more efficient and
cost-effective ways of working across the organization, through four main pillars: (i) delivering a single global technology stack, (ii) redesigning the Company’s
global distribution network, (iii) reengineering the operating model in Europe, and (iv) streamlining and optimizing the Company’s support functions globally
(referred to as “Growth Driver 5 Actions”).
The Company expects to generate annual cost savings of approximately $200 million to $300 million, net of continued strategic investments by 2026, with
the actions to support this initiative largely completed by the end of 2025. In connection with this initiative, the Company recorded pre-tax severance, termination
benefits and other employee costs during 2024 of $33.5 million. In addition, the Company sold a warehouse and distribution center during the third quarter of
2024 in connection with this initiative, resulting in a pre-tax gain of $9.5 million that was included in other gain in the Company’s Consolidated Statement of
Operations. Such amount represents the consideration received, less costs to sell. The warehouse and distribution center assets had no remaining value at the time
of the sale. The Company expects to incur additional costs in 2025, however the additional costs cannot be quantified at this time.
The pre-tax severance, termination benefits and other employee costs incurred in connection with the Growth Driver 5 Actions were recorded in SG&A
expenses of the Company’s segments as follows:
(In millions)
Costs Incurred During 2024
Tommy Hilfiger North America
$
2.8 
Tommy Hilfiger International
14.6 
Calvin Klein North America
3.2 
Calvin Klein International
7.1 
Corporate 
5.8 
Total
$
33.5 
 Corporate expenses are not allocated to any reportable segment.
The pre-tax gain of $9.5 million related to the sale of a warehouse and distribution center was recorded in other gain in corporate expenses not allocated to
any reportable segment.
Please see Note 19, “Segment Data,” for further discussion of the Company’s reportable segments.
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 2/4/24
Costs Incurred During 2024
Costs Paid During
2024
Liability at 2/2/25
Severance, termination benefits and other employee
costs
$
— 
$
33.5 
$
10.9  $
22.6 
2022 Cost Savings Initiative
The Company announced in August 2022 it would be taking steps to streamline its organization and simplify its ways of working. Included in this was a
planned reduction in people costs in its 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
(1)
(1)
F-43

engagement, which was completed. These reductions have resulted in annual cost savings of over $100 million, net of continued strategic people investments. In
connection with this initiative, the Company recorded pre-tax severance, termination benefits and other employee costs of $81.5 million, of which $20.2 million
was incurred during 2022 and $61.3 million was incurred during 2023. All expected costs related to this initiative were incurred by the end of 2023.
The pre-tax costs incurred in connection with the 2022 cost savings initiative were recorded in SG&A expenses of the Company’s segments as follows:
(In millions)
Costs Incurred During
2022
Costs Incurred During
2023
Cumulative Costs
Incurred
Tommy Hilfiger North America
$
4.7 
$
12.7 
$
17.4 
Tommy Hilfiger International
2.5 
17.3 
19.8
Calvin Klein North America
4.6 
9.1 
13.7
Calvin Klein International
3.5 
10.8 
14.3
Heritage Brands Wholesale
2.6 
7.8 
10.4
Corporate 
2.3 
3.6 
5.9
Total
$
20.2 
$
61.3 
$
81.5 
 Corporate expenses are not allocated to any reportable segment.
Please see Note 19, “Segment Data,” for further discussion of the Company’s reportable segments.
The liabilities related to these costs were principally recorded in accrued expenses in the Company’s Consolidated Balance Sheets and were as follows:
(In millions)
Liability at 2/4/24
Costs Paid During 2024
Liability at 2/2/25
Severance, termination benefits and other employee
costs
$
20.4 
$
17.6  $
2.8 
Russia Business Exit Costs
As a result of the war in Ukraine, the Company made the decision in 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 impairments
43.6 
Gain on lease terminations, net of contract termination and other costs 
(2.7)
Total
$
43.0 
 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 and $4.8 million of contract termination and other costs.
The pre-tax costs incurred in connection with the exit from the Russia business were recorded in SG&A expenses of the Company’s segments as follows:
$31.6 million in the Tommy Hilfiger International segment and $11.4 million in the Calvin Klein International segment. Please see Note 19, “Segment Data,” for
further discussion of the Company’s reportable segments.
Please see Note 10, “Fair Value Measurements,” for further discussion of the long-lived asset impairments recorded during 2022.
The liabilities related to these costs were paid as of February 4, 2024.
(1)
(1)
(1)
(1)
F-44

17.    NET INCOME PER COMMON SHARE
The Company computed its basic and diluted net income per common share as follows:
(In millions, except per share data)
2024
2023
2022
Net income
$
598.5 
$
663.6 
$
200.4 
Weighted average common shares outstanding for basic net income per common share
56.0 
61.0 
65.7 
Weighted average impact of dilutive securities
0.7 
0.7 
0.5 
Total shares for diluted net income per common share
56.7 
61.7 
66.2 
Basic net income per common share
$
10.69 
$
10.88 
$
3.05 
Diluted net income per common share
$
10.56 
$
10.76 
$
3.03 
Potentially dilutive securities excluded from the calculation of diluted net income per common share as the effect would be anti-dilutive were as follows:
(In millions)
2024
2023
2022
Weighted average potentially dilutive securities
0.4 
0.8 
1.4 
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 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, 2025, February 4, 2024 and January 29, 2023 and, therefore, were excluded from the calculation of diluted net income
per common share for each applicable year. The maximum number of potentially dilutive shares that could be issued upon vesting for such awards was 0.2
million, 0.1 million and 0.2 million as of February 2, 2025, February 4, 2024 and January 29, 2023, respectively. These amounts were also excluded from the
computation of weighted average potentially dilutive securities in the table above.
18.    SUPPLEMENTAL CASH FLOW INFORMATION
Omitted from the Company’s Consolidated Statement of Cash Flows for 2024 were capital expenditures related to property, plant and equipment of $17.4
million, which will not be paid until 2025. The Company paid $27.7 million in cash during 2024 related to property, plant and equipment that was acquired in
2023. This amount was omitted from the Company’s Consolidated Statement of Cash Flows for 2023. The Company paid $39.4 million in cash during 2023
related to property, plant and equipment that was acquired in 2022. This amount was omitted from the Company’s Consolidated Statement of Cash Flows for
2022.
Omitted from acquisition of treasury shares in the Company’s Consolidated Statements of Cash Flows were (i) for 2024 and 2023, $4.0 million and $2.1
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 and (ii) for 2024 and 2023, $4.6 million and $4.9 million, respectively, of accruals for excise taxes on share repurchases.
19.    SEGMENT DATA
The Company manages its operations through its operating divisions, which are presented as its reportable segments: (i) Tommy Hilfiger North America; (ii)
Tommy Hilfiger International; (iii) Calvin Klein North America; (iv) Calvin Klein International; and (v) Heritage Brands Wholesale. The Company’s Chief
Executive Officer, who is the chief operating decision maker (“CODM”), uses segment income (loss) before interest and taxes as the profit measure to evaluate
segment performance and allocate resources to the segments. The CODM considers variances of actual and forecasted performance to prior year when making
decisions.
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 and off-price 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 sells
TOMMY HILFIGER branded apparel, accessories and related products; and (iii) licensing and similar
F-45

arrangements relating to the use by third parties of the TOMMY HILFIGER brand names for a broad range of product categories in North America. This segment
also includes the Company’s proportionate share of the net income or loss of its investments in its unconsolidated affiliate in Mexico and its unconsolidated PVH
Legwear affiliate relating to each 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 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 and 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 range 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 affiliate in India relating to the affiliate’s Tommy Hilfiger business, and its unconsolidated affiliate in
Brazil.
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 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 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 sells Calvin Klein branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third
parties of the Calvin Klein brand names for a broad range of product categories in North America. This segment also includes the Company’s proportionate share
of the net income or loss of its investments in its unconsolidated affiliate in Mexico and its unconsolidated PVH Legwear affiliate relating to each 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 Klein branded apparel and related products at wholesale principally in Europe, Asia, Brazil and 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 Australia, which sell Calvin Klein branded
apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the Calvin Klein brand names for a
broad range 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 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, mass market, and off-price retailers (in stores and online), as well as pure play
digital commerce retailers primarily in North America of (i) women’s intimate apparel conducted under the Warner’s, Olga and True&Co. trademarks until
November 27, 2023, when the Company completed the Heritage Brands intimates transaction; (ii) men’s underwear under the Nike brand, which is licensed; and
(iii) men’s dress shirts under the Van Heusen brand, which is licensed, as well as under various other licensed brand names. Please see Note 3, “Divestitures,” for
further discussion of the Heritage Brands intimates transaction. This segment also includes the Company’s proportionate share of the net income or loss of its
investments in its unconsolidated affiliate in Mexico and its unconsolidated PVH Legwear affiliate relating to each affiliate’s business under various owned and
licensed brand names.
F-46

Changes to Organizational Structure
The disclosures below and elsewhere in the consolidated financial statements reflect the reportable segments discussed above, which existed through the end
of 2024. Effective February 3, 2025, the first day of 2025, the Company changed its reportable segments to be region-focused to align with changes in its business
and organizational structure. These changes included the restructuring of the executive leadership structure directly reporting to the CODM. The Company’s new
reportable segments are: (i) Americas, (ii) Europe, the Middle East and Africa, (iii) Asia-Pacific, and (iv) Licensing. The new reportable segments reflect the way
the Company is currently being managed and for which separate financial information is available and evaluated regularly by the CODM in deciding how to
allocate resources and assess performance. The Company’s historical segment reporting will be recast in future filings to reflect the new organizational structure.
Segment Data
The Company’s revenue, significant expenses, and income (loss) before interest and taxes by segment, which include the impact of changes in foreign
currency exchanges rates, were as follows:
2024
(In millions)
Tommy Hilfiger
North America
Tommy Hilfiger
International
 
Calvin Klein
North America
Calvin Klein
International
Heritage
Brands
Wholesale
Total
Net Sales
$
1,252.8 
$
3,142.9 
$
1,120.0 
$
2,481.4 
$
206.0 
$
8,203.1 
Royalty revenue
97.8 
58.7 
155.1 
49.2 
0.4 
361.2 
Advertising and other revenue
20.6 
16.9 
40.9 
10.1 
0.1 
88.6 
Total revenue
1,371.2 
3,218.5 
1,316.0 
2,540.7 
206.5 
8,652.9 
Cost of goods sold 
615.0 
1,242.8 
599.1 
927.5 
126.0 
3,510.4 
Marketing expenses 
65.9 
188.6 
86.9 
130.4 
8.2 
480.0 
Other segment items 
544.1 
1,462.0 
480.1 
1,155.2 
35.9 
3,677.3 
Segment income before interest and taxes
$
146.2 
$
325.1 
$
149.9 
$
327.6 
$
36.4 
$
985.2 
Corporate 
(212.9)
Income before interest and taxes
$
772.3 
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
Other segment items include (i) all other segment selling, general and administrative expenses other than marketing expense, including direct and indirect
costs to operate the segment’s retail store, digital commerce, licensing and wholesale businesses, warehousing and distribution costs, depreciation and
amortization, restructuring costs, and other costs, (ii) equity in net income of unconsolidated affiliates and (iii) the other gain recorded in 2024 in connection
with the Heritage Brands intimates transaction described in note (6) below.
Includes corporate expenses not allocated to any reportable segments. 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. The actuarial loss on the Company’s Pension Plans, SERP Plans and Postretirement Plans was $28.2 million in 2024.
Income (loss) before interest and taxes included net costs of $24.0 million incurred related to the Growth Driver 5 Actions described in Note 16, “Exit Activity
Costs,” consisting principally of severance and a gain in connection with the sale of a warehouse and distribution center. Such costs were included in the
Company’s segments as follows: $2.8 million in Tommy Hilfiger North America, $14.6 million in Tommy Hilfiger International, $3.2 million in Calvin Klein
North America, $7.1 million in Calvin Klein International, and a net gain of $3.7 million in corporate expenses not allocated to any reportable segments.
Please see Note 16, “Exit Activity Costs,” for further discussion.
Income before interest and taxes included costs of $50.7 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 payment
(4)(5)
(4)(5)
(4)
(4)
(6)
(1)
(1)
(2)
(3)(4)
(1)    
(2)    
(3)    
(4)    
(5)    
F-47

obligations. Such costs were included in the Company’s segments as follows: $17.1 million in Tommy Hilfiger North America and $33.6 million in Tommy
Hilfiger International.
Income before interest and taxes included a gain of $10.0 million in connection with the Heritage Brands intimates transaction due to the accelerated
realization of the earnout provided for in the agreement with Basic Resources. Please see Note 3, “Divestitures,” for further discussion.
2023
(In millions)
Tommy Hilfiger
North America
Tommy Hilfiger
International
 
Calvin Klein
North America
Calvin Klein
International
Heritage
Brands
Wholesale
Total
Net Sales
$
1,262.7 
$
3,376.3 
$
1,112.4 
$
2,523.0 
$
477.4 
$
8,751.8 
Royalty revenue
88.5 
58.6 
165.2 
55.0 
0.9 
368.2 
Advertising and other revenue
20.5 
18.0 
47.0 
11.9 
0.3 
97.7 
Total revenue
1,371.7 
3,452.9 
1,324.6 
2,589.9 
478.6 
9,217.7 
Cost of goods sold 
636.4 
1,351.6 
609.2 
933.5 
323.8 
3,854.5 
Marketing expenses 
81.7 
188.9 
101.8 
143.9 
17.6 
533.9 
Other segment items 
560.1 
1,457.8 
506.0 
1,126.5 
97.9 
3,748.3 
Segment income before interest and taxes
$
93.5 
$
454.6 
$
107.6 
$
386.0 
$
39.3 
$
1,081.0 
Corporate 
(152.2)
Income before interest and taxes
$
928.8 
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
Other segment items include (i) all other segment selling, general and administrative expenses other than marketing expense, including direct and indirect
costs to operate the segment’s retail store, digital commerce, licensing and wholesale businesses, warehousing and distribution costs, depreciation and
amortization, restructuring costs, and other costs, (ii) equity in net income of unconsolidated affiliates and (iii) the other gain recorded in 2023 in connection
with the Heritage Brands intimates transaction described in note (5) below.
Includes corporate expenses not allocated to any reportable segments. 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. The actuarial gain on the Company’s Pension Plans, SERP Plans and Postretirement Plans was $45.5 million in 2023.
Income (loss) before interest and taxes included costs of $61.3 million incurred related to the 2022 cost savings initiative described in Note 16, “Exit Activity
Costs,” consisting principally of severance. Such costs were included in the Company’s segments as follows: $12.7 million in Tommy Hilfiger North America,
$17.3 million in Tommy Hilfiger International, $9.1 million in Calvin Klein North America, $10.8 million in Calvin Klein International, $7.8 million in
Heritage Brands Wholesale and $3.6 million in corporate expenses not allocated to any reportable segments. Please see Note 16, “Exit Activity Costs,” for
further discussion.
Income before interest and taxes included an aggregate net gain of $13.5 million in connection with the Heritage Brands intimates transaction, consisting of (i)
a $15.3 million gain, including a gain on the sale, less costs to sell, partially offset by (ii) $1.8 million of severance and other termination benefits. Please see
Note 3, “Divestitures,” for further discussion.
(6)    
(4)
(4)
(4)
(4)
(4)(5)
(1)
(1)
(2)
(3)(4)
(1)    
(2)    
(3)    
(4)    
(5)    
F-48

2022
(In millions)
Tommy Hilfiger
North America
Tommy Hilfiger
International
Calvin Klein
North America
Calvin Klein
International
Heritage
Brands
Wholesale
Total
Net Sales
$
1,185.0 
$
3,282.1 
$
1,205.6 
$
2,290.3 
$
581.9 
$
8,544.9 
Royalty revenue
86.0 
61.9 
170.1 
53.1 
0.9 
372.0 
Advertising and other revenue
21.7 
20.7 
54.7 
9.6 
0.6 
107.3 
Total revenue
1,292.7 
3,364.7 
1,430.4 
2,353.0 
583.4 
9,024.2 
Cost of goods sold 
674.9 
1,259.4 
732.6 
842.6 
391.8 
3,901.3 
Marketing expenses 
70.3 
165.5 
106.7 
128.9 
20.7 
492.1 
Other segment items 
722.9 
1,425.0 
673.0 
1,128.9 
123.5 
4,073.3 
Segment (loss) income before interest and taxes
$
(175.4)
$
514.8 
$
(81.9)
$
252.6 
$
47.4 
$
557.5 
Corporate 
(86.8)
Income before interest and taxes
$
470.7 
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
Other segment items include (i) all other segment selling, general and administrative expenses other than marketing expense, including direct and indirect
costs to operate the segment’s retail store, digital commerce, licensing and wholesale businesses, warehousing and distribution costs, depreciation and
amortization, restructuring costs, and other costs, (ii) equity in net income of unconsolidated affiliates and (iii) a goodwill impairment charge recorded in 2022
described in note (4) below.
Includes corporate expenses not allocated to any reportable segments, including 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 2022. Please see Note 5, “Investments in Unconsolidated Affiliates,” for further
discussion of the Company’s investment in Karl Lagerfeld. 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. The actuarial gain on the Company’s Pension Plans, SERP Plans and Postretirement Plans was $78.4 million in 2022.
(Loss) income before interest and taxes included a noncash goodwill impairment charge of $417.1 million. The 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 6, “Goodwill and Other Intangible Assets,” for further discussion.
(Loss) income before interest and taxes included costs of $20.2 million incurred related to the 2022 cost savings initiative described in Note 16, “Exit Activity
Costs,” consisting principally 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 16, “Exit Activity Costs,” for further discussion.
Income before interest and taxes 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 16, “Exit Activity Costs,” for further discussion.
Loss before interest and taxes 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.
(4)(5)
(5)(6)
(4)(5)
(4)(5)(6)
(5)
(1)
(1)
(2)
(3)(5)(7)
(1)    
(2)    
(3)    
(4)    
(5)     
(6)    
(7)    
F-49

The Company’s identifiable assets, depreciation and amortization, and identifiable capital expenditures by segment were as follows:
(In millions)
2024
2023
2022
Identifiable Assets
 
 
 
Tommy Hilfiger North America
$
1,218.6 
$
1,185.3 
$
1,296.3 
Tommy Hilfiger International
4,475.3 
4,667.6 
4,875.4 
Calvin Klein North America
1,382.9 
1,354.7 
1,527.2 
Calvin Klein International
2,997.2 
3,005.2 
3,099.7 
Heritage Brands Wholesale
127.1 
136.9 
410.4 
Corporate
832.1 
823.2 
559.3 
Total
$
11,033.2 
$
11,172.9 
$
11,768.3 
Depreciation and Amortization
 
 
 
Tommy Hilfiger North America
$
26.0 
$
29.5 
$
30.5 
Tommy Hilfiger International
119.7 
131.1 
125.0 
Calvin Klein North America
21.1 
24.8 
29.6 
Calvin Klein International
99.7 
95.8 
94.3 
Heritage Brands Wholesale
4.2 
5.8 
10.7 
Corporate
11.5 
11.6 
11.4 
Total
$
282.2 
$
298.6 
$
301.5 
Identifiable Capital Expenditures
 
 
 
Tommy Hilfiger North America
$
13.0 
$
14.2 
$
14.5 
Tommy Hilfiger International
66.0 
118.7 
140.9 
Calvin Klein North America
9.4 
6.3 
14.4 
Calvin Klein International
56.6 
88.8 
103.7 
Heritage Brands Wholesale
1.9 
2.7 
6.6 
Corporate
1.5 
2.3 
3.5 
Total
$
148.4 
$
233.0 
$
283.6 
Identifiable assets included the impact of changes in foreign currency exchange rates.
Identifiable assets in 2023 included a reduction of $140.3 million related to the Heritage Brands intimates transaction. Please see Note 3, “Divestitures,”
for further discussion.
The changes in Corporate identifiable assets in 2024, 2023 and 2022 were primarily due to changes in cash and cash equivalents and the assets
attributable to the Company’s Pension Plans.
Capital expenditures in 2024 included $17.4 million of accruals that will not be paid until 2025. Capital expenditures in 2023 included $27.7 million of
accruals that were not paid until 2024. Capital expenditures in 2022 included $39.4 million of accruals that were not paid until 2023.
(1)
(2)
(3)
(4)
(1)
(2)
(3)
(4)
F-50

Intersegment transactions, which primarily consist of transfers of inventory, are not material.
Revenue by Distribution Channel
The Company’s revenue by distribution channel was as follows:
(In millions)
2024
2023
2022
Wholesale net sales
$
4,108.8 
$
4,554.7 
$
4,704.0 
Owned and operated retail stores
3,348.9 
3,399.8 
3,118.2 
Owned and operated digital commerce sites
745.4 
797.3 
722.7 
Retail net sales
4,094.3 
4,197.1 
3,840.9 
Net sales
8,203.1 
8,751.8 
8,544.9 
Royalty revenue
361.2 
368.2 
372.0 
Advertising and other revenue
88.6 
97.7 
107.3 
Total 
$
8,652.9 
$
9,217.7 
$
9,024.2 
Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
No single customer accounted for more than 5% of the Company’s revenue in 2024, 2023 or 2022.
    
The Company has not disclosed net sales by product category as it is impracticable to do so.
    
Geographic Region Data    
Property, plant and equipment, net based on the location where such assets are held, was as follows:
(In millions)
2024 
2023 
2022 
Domestic
$
287.7 
$
333.6 
$
384.3 
Canada
6.6 
8.0 
10.4 
Europe
351.3 
415.0 
406.4 
Asia-Pacific
93.5 
103.7 
101.1 
Other foreign
1.9 
2.3 
1.8 
Total
$
741.0 
$
862.6 
$
904.0 
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)
2024 
2023 
2022 
Domestic 
$
2,473.7 
$
2,715.1 
$
2,854.9 
Canada
315.4 
349.1 
347.6 
Europe
4,124.8 
4,378.6 
4,204.0 
Asia-Pacific
1,617.5 
1,643.5 
1,492.3 
Other foreign
121.5 
131.4 
125.4 
Total
$
8,652.9 
$
9,217.7 
$
9,024.2 
Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of
business.
Domestic revenue in 2023 and 2024 was negatively impacted by the Heritage Brands intimates transaction. Please see Note 3, “Divestitures,” for further
discussion.
(1)
(1)
(1)
(2)
(1)    
(2)    
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(2)
(1)
(2)
F-51

20.    GUARANTEES
The Company has guaranteed a portion of the debt of its joint venture in India. The maximum amount guaranteed as of February 2, 2025 was approximately
$5.7 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, 2025 and February 4, 2024.
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, 2025 was approximately $5.3 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 in 2025 and are renewable through between 2026 and 2031. The liability for these
guarantee obligations was immaterial as of February 2, 2025 and February 4, 2024.
The Company has guaranteed the payment of amounts on behalf of certain other parties, none of which are material individually or in the aggregate.
21.    OTHER COMMENTS
Investigation by China’s Ministry of Commerce
In September 2024, MOFCOM announced that it had initiated an investigation into the Company’s business under the UEL Provisions upon the
suspicion that the Company (i) suspended normal transactions with Chinese entities or individuals, (ii) adopted discriminatory measures against products
produced in or made from raw materials or component parts from China’s Xinjiang Uyghur Autonomous Region, and (iii) violated normal market trading
principles. In October 2024, the Company submitted a written response to MOFCOM and, in December 2024, the Company submitted a supplemental response.
In January 2025, MOFCOM issued a preliminary finding that PVH Corp. had violated normal market trading principles and in February it announced its
determination and placed PVH Corp. on the UEL. The Company does not know if or when MOFCOM will implement any measures as a result of the listing or
what they will be if any are imposed. According to the UEL Provisions, potential measures could include monetary fines, restrictions or prohibitions on engaging
in import and export activities related to China or making investments in China, entry denial of the Company’s relevant personnel into China, restrictions or
revocation of work permits, stay or residence status of the Company’s relevant personnel in China, or other measures. No measures have been imposed on the
Company at this time. The practical impact of any such restrictions or prohibitions could include the Company’s inability to produce goods in China for sale
elsewhere, the Company’s inability to sell goods on a wholesale or retail basis in China, or the Company’s inability to make investments in China.
The Company cannot currently predict the duration or impact of any measures that may ultimately be imposed. The imposition and enforcement of
measures against the Company could have a material adverse effect on its revenue and results of operations. Furthermore, if, as a result of any such measures, it is
necessary for the Company to cease certain or all operations in China, it may result in charges related to excess inventory and difficulty collecting trade
receivables, among other things. The Company may also incur material non-cash impairment charges if it is unable to recover the carrying value of its goodwill,
other indefinite-lived intangible assets and long-lived assets. Additionally, if the production of the Company’s products in China ceases, its business could be
impacted more broadly and the Company may need or decide to shift production to other jurisdictions.
Litigation
The Company is 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 the Company’s financial position.
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
F-52

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 the years ended February 2, 2025 and February 4, 2024:
 (In millions)
2024
2023
Balance at beginning of year
$
37.3 
$
44.7 
Liabilities incurred
2.8 
2.7 
Liabilities settled (payments)
(3.2)
(9.3)
Accretion expense
0.4 
0.4 
Revisions in estimated cash flows
(0.9)
0.6 
Currency translation adjustment
(0.8)
(1.8)
Balance at end of year
$
35.6 
$
37.3 
Supply Chain Finance Program
The Company has a voluntary supply chain finance program (the “SCF program”) administered through a third party platform that provides the Company’s
inventory suppliers with the opportunity to sell their receivables due from the Company to participating financial institutions in advance of the invoice due date, at
the sole discretion of both the suppliers and the financial institutions. The Company is not a party to the agreements between the suppliers and the financial
institutions and has no economic interest in a supplier’s decision to sell a receivable. The Company’s payment obligations, including the amounts due and
payment terms, which generally do not exceed 90 days, 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 the Company’s Consolidated
Balance Sheets and the corresponding payments are reflected in cash flows from operating activities in the Company’s Consolidated Statements of Cash Flows.
Suppliers had elected to sell $457.9 million and $423.4 million of the Company’s payment obligations that were outstanding as of February 2, 2025 and
February 4, 2024, respectively, to financial institutions and $1,779.1 million and $1,909.4 million had been settled through the program during 2024 and 2023,
respectively.
The following table presents the activity related to the Company’s outstanding obligations confirmed as valid under the SCF program, included in accounts
payable in the Company’s Consolidated Balance Sheets, for the year ended February 2, 2025:
(In millions)
2024
Confirmed obligations outstanding at beginning of year
$
423.4 
Invoices confirmed during the year
1,816.7 
Confirmed invoices paid during the year
(1,779.1)
Currency translation adjustment
(3.1)
Confirmed obligations outstanding at end of year
$
457.9 
F-53

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, 2025 and February 4, 2024, the related
consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended
February 2, 2025, 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,
2025 and February 4, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2025, 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, 2025, 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, 2025 expressed an adverse opinion thereon.
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 matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required
to be communicated to the audit and risk management committee of the Company’s board of directors and that: (1) relates 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 matter
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 matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F-54


Valuation of Goodwill and Indefinite-Lived Intangibles
Description of the Matter

At February 2, 2025, the Company’s goodwill and indefinite-lived intangible assets totaled $2.3 billion and $2.8
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.

Auditing management’s annual goodwill and indefinite-lived intangible assets impairment test was complex and
judgmental due to the significant estimation required in determining the fair value of one reporting unit and the
fair value of one indefinite-lived intangible asset. In particular, the fair value estimates were sensitive to
significant assumptions such as the weighted average cost of capital, revenue growth rate, gross margin, operating
expenses and earnings before interest, taxes, depreciation and amortization margin which are affected by
expectations about future market or economic conditions.

How We Addressed the Matter in
Our 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 one reporting unit and one indefinite-lived intangible asset, we performed audit
procedures that included, among others, assessing methodologies with the use of our specialists 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, 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
one reporting unit and one indefinite-lived intangible asset 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.


/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1938.
New York, New York
April 1, 2025
F-55

SCHEDULE II
PVH CORP.
VALUATION AND QUALIFYING ACCOUNTS
(In millions)
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
Year Ended February 2, 2025
 
 
 
 
 
 
 
Allowance for credit losses
$
41.1 
$
8.0 
$
— 
$
26.7 
$
22.4 
Allowance/accrual for operational chargebacks and
customer markdowns
83.1 
213.3 
— 
209.0 
87.4 
Valuation allowance for deferred income tax assets
73.7 
7.0 
— 
20.7 
60.0 
Year Ended February 4, 2024
 
 
   
   
 
Allowance for credit losses
$
42.6 
$
4.6 
$
— 
$
6.1 
$
41.1 
Allowance/accrual for operational chargebacks and
customer markdowns
120.9 
229.2 
— 
267.0 
83.1 
Valuation allowance for deferred income tax assets
72.9 
17.3 
— 
16.5 
73.7 
Year Ended January 29, 2023
 
 
   
   
 
Allowance for credit losses
$
61.9 
$
2.9 
$
— 
$
22.2 
$
42.6 
Allowance/accrual for operational chargebacks and
customer markdowns
133.7 
243.3 
— 
256.1 
120.9 
Valuation allowance for deferred income tax assets
69.3 
19.5 
— 
15.9 
72.9 
Principally accounts written off as uncollectible and recoveries.
(1)
(1)
(1)
(1)
F-56

EXHIBIT 4.8
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of April 1, 2025, PVH Corp. had two classes of securities registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”): (1) our common stock, par value $1.00 per share; and (2) our 4.125% Senior Notes due 2029.
Description of Common Stock
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified
in its entirety by reference to our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and our By-
Laws, both of which are incorporated herein by reference as exhibits to our Annual Report on Form 10-K filed with the Securities and
Exchange Commission, of which this Exhibit 4.6 is a part. We encourage you to read the Certificate of Incorporation, By-Laws and the
applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) for additional information.
Authorized Capital Stock
Our Certificate of Incorporation authorizes our Board of Directors to issue 240,000,000 shares of common stock, $1.00 par
value per share, and 150,000 shares of preferred stock, $100 par value per share.
As of March 14, 2025, there were 52,636,943 shares of common stock outstanding. There are no redemption or sinking fund
provisions applicable to our common stock. All outstanding shares of our common stock are fully paid and non-assessable.
Our Board of Directors is authorized to issue preferred stock, in one or more series, with such voting powers, designations,
preferences and other rights, qualifications, limitations and restrictions as determined by the Board and without any vote or action by
our stockholders. Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in
connection with possible financings and acquisitions and other corporate purposes, could, among other things, have the effect of
delaying, deferring or preventing a change in control of us. There are no shares of preferred stock outstanding.
Dividend Rights
Neither the DGCL nor our Certificate of Incorporation requires our Board of Directors to declare dividends on our common
stock. The payment of dividends on our common stock is determined by our Board in its sole discretion and depends on business
conditions, our financial condition, earnings and liquidity, and other factors. Subject to preferences that may be applicable to any
outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from
time to time by our Board out of funds legally available for that purpose.

Voting Rights
The holders of shares of our common stock are entitled to one vote per share on all matters to be voted upon by our
stockholders, subject to any special voting rights applicable to any class of preferred stock that the Board of Directors authorizes.
Holders of common stock will vote together with the holders of any shares of any authorized class of preferred stock who are entitled
to vote with the holders of the common stock. Holders of our common stock do not possess cumulative voting rights.
Our By-Laws provide that in uncontested elections of directors, nominees receiving the affirmative vote of a majority of the
votes cast with respect to that director’s election at a meeting at which a quorum is present are elected. A majority of votes cast means
that the number of votes for a nominee must exceed the number of votes cast against that nominee; abstentions are not taken into
account for this purpose. Our By-Laws further provide that in contested elections of directors, nominees need only receive a plurality
of votes cast at a meeting at which a quorum is present to be elected, with the directors receiving the highest totals of affirmative votes
being elected. All other corporate actions put to a stockholder vote are, pursuant to the By-Laws, decided by the vote of the holders of
a majority of the shares entitled to vote thereon present in person or by proxy at the meeting, unless otherwise provided by law, rule or
regulation, including any stock exchange rule or regulation, applicable to the Company.
Liquidation Rights
In the event of our liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to prior distribution rights of holders of shares of preferred stock, if any, then
outstanding.
Certain Provisions of Our Certificate of Incorporation, By-Laws and Delaware Law
Amendments to Our Certificate of Incorporation
Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled to vote thereon and a majority of the
outstanding stock of each class entitled to vote thereon is generally required to amend a corporation’s certificate of incorporation.
Under the DGCL, the holders of the outstanding shares of a class of our capital stock are entitled to vote as a class upon a
proposed amendment, whether or not entitled to vote thereon by the Certificate of Incorporation, if the amendment would:
•
increase or decrease the aggregate number of authorized shares of such class;
•
increase or decrease the par value of the shares of such class; or
•
alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.
If any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of
our capital stock so as to affect them adversely, but
2

does not so affect the entire class, then only the shares of the series so affected by the amendment are considered a separate class for
the purposes of the DGCL.
Vacancies in our Board of Directors
Our By-Laws provide that any vacancy occurring in our Board of Directors for any reason may be filled by the vote of a
majority of the remaining members of our Board then in office. Each director holds office until the next annual meeting of stockholders
and until his or her successor is elected and qualified, unless the director dies, resigns or otherwise leaves the Board before then.
Special Meetings of Stockholders
Our By-Laws provide that special meetings of stockholders may be called at any time by the Chairman of the Board of
Directors, the Chief Executive Officer, the President, the Board or the Executive Committee of the Board.
Our By-Laws further provide that the Secretary must call a special meeting upon the written request of the record holders of a
majority of the outstanding shares, which request must state the purpose or purposes for which the meeting is to be called.
Under the DGCL, written notice of any special meeting must be given not less than 10 days nor more than 60 days before the
date of the special meeting to each stockholder entitled to vote at such meeting.
Requirements for Notice of Stockholder Director Nominations and Stockholder Business
Our By-Laws provide that nominations for the election of directors may be made by our Board of Directors or by any
stockholder entitled to vote for the election of directors who complies with the applicable notice and other requirements set forth in our
By-Laws.
If a stockholder wishes to bring any business before an annual or special meeting or nominate a person for election to our
Board of Directors, our By-Laws contain certain procedures that must be followed for the advance timing required for delivery of
stockholder notice of such nomination or other business and the information that such notice must contain.
Proxy Access Nominations
Our By-Laws provide that we must include in our proxy statement for an annual meeting of stockholders the name, together
with certain other required information, of any person nominated for the election of directors in compliance with specified provisions
in our By-Laws by a single stockholder that satisfies (or by a group of no more than 20 stockholders that satisfy) various notice and
other requirements specified in our By-Laws. Among other requirements, such stockholder or group of stockholders would need to
provide evidence verifying that the stockholder or group owns, and has owned continuously for the preceding three years, at least 3%
of the issued and outstanding shares of our common stock. The By-Law provision establishes
3

a maximum number of nominees submitted by stockholders that we would be required to include in our proxy statement for an annual
meeting.
Stockholder Action by Written Consent without a Meeting
Our By-Laws provide that, unless otherwise restricted by our certificate of incorporation (not currently the case under our
Certificate of Incorporation), any action that is required or permitted to be taken by our stockholders at any annual or special meeting
of stockholders may be taken by written consent of stockholders in lieu of a meeting where such consent is signed by the holders of
outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted. Our By-Laws also contain notice and procedural
requirements applicable to persons seeking to have the stockholders authorize or take corporate action by written consent without a
meeting.
Undesignated Preferred Stock
Our Board of Directors’ ability to authorize undesignated preferred stock makes it possible for our Board to issue preferred
stock with voting powers, designations, preferences and other rights, designated from time to time by the Board. This may have the
effect of delaying, deferring or preventing a change in control of us by means of a merger, tender offer, proxy contest or otherwise.
Delaware Anti-Takeover Law
We are subject to Section 203 of the DGCL, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware
corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date
the person became an interested stockholder, unless the “business combination” or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale or
other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who,
together with affiliates and associates, owns or within three years prior to the determination of interested stockholder status, owned
15% or more of a corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect to
transactions not approved in advance by our Board of Directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by stockholders.
Listing
Our common stock is listed for trading on the New York Stock Exchange under the trading symbol “PVH.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is EQ Shareowner Services, 1110 Centre Point Curve, Mendota Heights,
MN 55120.
4

Description of 4.125% Senior Notes due 2029 (the “notes”)
The following summary of the notes does not purport to be complete and is subject to, and qualified in its entirety by reference
to, all of the provisions of the indenture (as defined below) and the notes. The indenture, and not this description, defines the rights of a
holder of the notes. For purposes of this description, references to the “Company,” “we,” “our” and “us” refer only to PVH Corp.,
and not to our subsidiaries. The indenture is qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
and you should refer to the Trust Indenture Act for provisions that apply to the notes.
General
We issued the notes under an indenture, dated April 15, 2024 (the “base indenture”), as supplemented by a supplemental
indenture, dated April 15, 2024 (the “supplemental indenture” and together with the base indenture, the “indenture”), between us and
U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The notes were issued in an aggregate principal amount of €525,000,000. The notes will mature on July 16, 2029 (the “maturity
date”), unless earlier redeemed or repurchased by us. Upon surrender on the maturity date, the notes will be repaid at 100% of their
principal amount.
The notes do not have the benefit of any sinking fund.
Payment in Euros
Principal, premium and Additional Amounts (as defined and described herein under the heading “Payment of Additional
Amounts”), if any, and interest payments in respect of the notes is payable in euros.
If the euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or the euro
is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the
settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the
notes will be made in U.S. dollars until the euro is again available to us or so used. In such circumstances, the amount payable on any
date in euros will be converted into U.S. dollars on the basis of the most recently available market exchange rate for euros as
determined by us in our sole discretion. Any payment in respect of the notes so made in U.S. dollars will not constitute an event of
default under the indenture or the notes. Neither the Trustee nor Elavon Financial Services DAC, UK Branch (the “Paying Agent”) will
be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.
Ranking
The payment of the principal of, premium, if any, and interest on the notes:
5

•
ranks equally in right of payment with all existing and future unsecured and unsubordinated indebtedness, liabilities and
other obligations of the Company;
•
ranks senior in right of payment to all existing and future subordinated indebtedness of the Company;
•
is effectively subordinated to all existing and future secured indebtedness of the Company, to the extent of the value of
the assets securing such indebtedness; and
•
is structurally subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations
of each subsidiary of the Company.
A substantial portion of the Company’s assets are owned through its subsidiaries, many of which have liabilities of their own,
which are structurally senior to the notes. None of the Company’s subsidiaries have any obligations with respect to the notes.
Therefore, the Company’s rights and the rights of the Company’s creditors, including holders of notes, to participate in the assets of
any subsidiary upon any such subsidiary’s liquidation are subject to the prior claims of such subsidiary’s creditors.
Interest
The notes bear interest at the rate of 4.125% per annum from the most recent interest payment date through which interest has
been paid or duly provided for.
Interest on the notes is computed on the basis of the actual number of days in the period for which interest is being calculated
and the actual number of days from and including the last date on which interest was paid on the notes, to but excluding the next date
on which interest is paid or duly provided for. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the
rulebook of the International Capital Markets Association.
Interest on the notes is payable annually in arrears on July 16 of each year (such date is referred to as an “interest payment
date”) until the principal amount has been paid or made available for payment, to holders of record at the close of business on the
immediately preceding day, whether or not a business day (such date is referred to as an “interest record date”). The rights of holders of
beneficial interests of notes to receive the payments of interest on such notes are subject to the applicable procedures of Euroclear
Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A., Luxembourg (“Clearstream”) (or any other relevant depository or
clearing system).
If any interest payment date, maturity date or redemption date falls on a day that is not a business day, the payment will be
made on the next business day, and no interest will accrue for the period from and after such interest payment date, maturity date or
redemption date.
With respect to the notes, when we use the term “business day” we mean any day, other than a Saturday or Sunday, (1) that is
not a day on which banking institutions in the City of New York or London are authorized or required by law, regulation or executive
order to close and (2)
6

on which the Trans-European Automated Real-time Gross Settlement Express Transfer System, or any successor or replacement for
that system, is open.
Claims against the Company for payment of principal, premium, if any, interest and Additional Amounts, if any, on the notes
will become void unless presentment for payment is made (where so required under the indenture) within, in the case of principal,
premium and Additional Amounts, if any, a period of ten years or, in the case of interest, a period of five years, in each case from the
applicable original date of payment therefor.
Optional Redemption
Prior to April 16, 2029 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem the notes, at
its option, in whole or in part, at any time and from time to time, at a redemption price calculated by the Company and equal to the
greater of (x) 100% of the principal amount of the notes to be redeemed and (y) the sum of the present values of the Remaining
Scheduled Payments (as defined below) that would be due if the notes matured on the Par Call Date, discounted to the redemption
date, on an annual basis (ACTUAL/ACTUAL (ICMA)), such principal and interest at the applicable Comparable Government Bond
Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the
right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date). Neither the
Trustee nor Paying Agent will have any responsibility or liability for the calculation of the optional redemption price or for
determining the rates or information in connection with such calculation.
On or after the Par Call Date, the Company may redeem the notes, at its option, in whole or in part, at any time and from time
to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest, if
any, to, but excluding, the redemption date (subject to the right of the holders of record on the relevant record date to receive interest
due on the relevant interest payment date).
“Comparable Government Bond” means, with respect to the notes to be redeemed prior to the Par Call Date in relation to any
Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a bond that is a direct
obligation of the Federal Republic of Germany (a “German government bond”) whose maturity is closest to the maturity of the notes to
be redeemed (assuming that such notes matured on the Par Call Date), or if the Independent Investment Banker in its discretion
determines that such similar bond is not in issue, such other German government bond as such Independent Investment Banker may,
with the advice of the Reference Bond Dealers, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means the yield, expressed as a percentage (rounded to three decimal places, with
0.0005 being rounded upwards), of the Comparable Government Bond on the third business day prior to the date fixed for redemption,
calculated on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m.(London time) on such
business day as determined by an Independent Investment Banker and calculated in accordance with generally accepted market
practice at such time.
7

“Independent Investment Banker” means an independent investment bank that we appoint to act as the Independent Investment
Banker from time to time.
“Reference Bond Dealer” means three firms that are brokers of, and/or market makers in German government bonds (each a
“Primary Bond Dealer”) which we specify from time to time; provided, however, that if any of them ceases to be a Primary Bond
Dealer, we will substitute another Primary Bond Dealer.
“Remaining Scheduled Payments” means, with respect to the notes to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related date of redemption thereof but for the redemption to the Par
Call Date; provided, however, that, if that date of redemption is not an interest payment date with respect to such note, the amount of
the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon from, and including,
the preceding interest payment date to, but excluding, that redemption date.
We will, not less than 10 nor more than 60 days prior to the redemption date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such date and of the principal amount of notes to be redeemed. If less than all of the notes are to be
redeemed, the particular notes to be redeemed shall be selected not more than 60 days prior to the redemption date by the Trustee, from
the outstanding notes not previously called for redemption, pro rata, or in accordance with the procedures of the common depositary
for Clearstream and Euroclear and that may provide for the selection for redemption of a portion of the principal amount of any notes,
provided that the unredeemed portion of the principal amount of any note shall be in a denomination which shall not be less than the
minimum authorized denomination for the notes.
Redemption for Tax Reasons
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) or treaties
of the United States (or any political subdivision or taxing authority thereof or therein having power to tax), or any change in, or
amendments to, the application, interpretation, administration or enforcement of such laws, regulations, treaties or rulings (including a
holding by a court of competent jurisdiction in the United States), which change or amendment is enacted, adopted or becomes
effective on or after April 9, 2024, the Company becomes or, based upon a written opinion of independent counsel selected by the
Company, the Company will become obligated to pay Additional Amounts as described herein under the heading “Payment of
Additional Amounts” with respect to the notes, then the Company may at any time at its option redeem, in whole, but not in part, the
notes on not less than 10 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal amount, together
with accrued and unpaid interest on those notes, if any, to, but excluding, the redemption date.
Notice of Redemption
Notice of redemption shall be given by first-class mail, postage prepaid, or electronically delivered (or otherwise transmitted) in
accordance with the applicable procedures of the common
8

depositary, not less than 10 nor more than 60 days prior to the redemption date, to each holder of notes to be redeemed, at the address
of such holder as it appears in the securities register.
Any notice of redemption may, at our discretion, be subject to one or more conditions precedent. If such redemption or
purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such
notice may be rescinded in the event that any or all such conditions have not been satisfied by the redemption date or the redemption
date may be delayed (including to a date on or after the 60  day after the applicable notice of redemption was delivered) until such
time as any or all such conditions shall be satisfied. Any notice of redemption may provide that payment of the redemption price and
our obligations with respect to such redemption may be performed by another Person (as defined below).
We may acquire notes by means other than a redemption, whether by tender offer, open market purchases, negotiated
transactions or otherwise.
Payment of Additional Amounts
All payments of principal and interest on the notes by or on behalf of the Company will be made free and clear of and without
withholding or deduction for or on account of any present or future tax, assessment or other governmental charge (and any interest,
penalties and additions with respect thereto) unless required by applicable law or the official interpretation or administration thereof. If
any such withholding or deduction is required or imposed by the United States (or any political subdivision or taxing authority thereof
or therein having power to tax), the Company will, subject to the exceptions and limitations set forth below, pay such additional
amounts (“Additional Amounts”) as are necessary in order that the net payment by or on behalf of the Company with respect to the
notes to a Non-U.S. Holder (as defined below), after such withholding or deduction (including any withholding or deduction imposed
on such Additional Amounts) imposed by the United States (or any political subdivision or taxing authority thereof or therein having
power to tax), will not be less than the amount provided in the notes to be then due and payable; provided, however, that the foregoing
obligation to pay Additional Amounts shall not apply:
1.
to the extent any tax, assessment or other governmental charge is imposed by reason of the holder (or the beneficial
owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the
holder if the holder is an estate, trust, partnership or corporation, or a Person holding a power over an estate or trust
administered by a fiduciary holder, being considered as:
a.
being or having been engaged in a trade or business in the United States or having or having had a permanent
establishment in the United States;
b.
having a current or former connection with the United States (other than a connection arising solely as a result of
the ownership of the notes, the receipt of any payment or the enforcement of any rights hereunder),
th
9

including being or having been a citizen or resident of the United States or being or having been present in the
United States;
c.
being or having been a personal holding company, a passive foreign investment company or a controlled foreign
corporation for United States income tax purposes, a corporation that has accumulated earnings to avoid United
States federal income tax, or a foreign tax exempt organization with respect to the United States;
d.
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the United
States Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision; or
e.
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code or any successor
provision;
2.
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership
or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or
settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company
would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or
member received directly its beneficial or distributive share of the payment;
3.
to the extent any tax, assessment or other governmental charge would not have been imposed but for the failure of the
holder or any other Person to comply, to the extent it is legally able to do so, with any applicable certification,
identification or information reporting requirements concerning the nationality, residence, identity or connection with
the United States of the holder or beneficial owner of the notes, if compliance is required by statute or regulation of the
United States or by any taxing authority therein or by an applicable income tax treaty to which the United States is a
party as a precondition to partial or complete exemption from such tax, assessment or other governmental charge;
4.
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or
a paying agent from the payment;
5.
to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax, assessment or
other governmental charge, or excise tax imposed on the transfer of notes;
6.
to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment on
any note, if such payment could have been
10

made without such withholding by at least one other reasonably available paying agent;
7.
to the extent any tax, assessment or other governmental charge would not have been imposed but for the presentation by
the holder of any note, where notes are in the form of definitive notes and presentation is required, for payment on a
date more than 30 days after the date on which payment became due and payable or the date on which payment thereof
is duly provided for, whichever occurs later (except to the extent that the holder would have been entitled to such
Additional Amounts had the note been presented on the last day of such 30 day period);
8.
to any tax, assessment or other governmental charge imposed under Sections 1471 through 1474 of the Code (or any
amended or successor provisions), any current or future regulations or official interpretations thereof, any agreement
entered into pursuant to Section 1471(b) of the Code or any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the
Code; or
9.
any combination of the above.
Any Additional Amounts paid on the notes will be paid in euro, subject to the provisions described under “Issuance in Euros.”
The above obligations will survive any termination, defeasance or discharge of the Indenture, any transfer by a holder or
beneficial owner of its notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Company is
then incorporated, organized, engaged in business or resident for tax purposes or any jurisdiction from or through which any payment
under, or with respect to, the notes is made and any political subdivision or taxing authority or agency thereof or therein having the
power to tax.
As used above, a “Non-U.S. Holder” is a beneficial owner of notes, other than an entity or arrangement that is treated as a
partnership for U.S. federal income tax purposes, that is not a U.S. Holder. The term “U.S. Holder” means a beneficial owner of a
note that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation
(or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United
States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision
over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (y) that has in
effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.
As used under this heading “Payment of Additional Amounts” and under the heading “Optional Redemption — Redemption for
Tax Reasons,” the term “United States” means the United States of America, the states of the United States, and the District of
Columbia.
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Wherever in the indenture, the notes or this “Description of 4.125% Senior Notes due 2029” there is mentioned, in any context:
1.
the payment of principal;
2.
redemption prices or purchase prices in connection with a redemption or purchase of notes;
3.
interest; or
4.
any other amount payable on or with respect to any of the notes;
such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in
such context, Additional Amounts are, were or would be payable in respect thereof.
Change of Control Repurchase Event
If a change of control repurchase event (as defined below) occurs with respect to the notes, unless we have exercised our right
to redeem such notes as described above under “Optional Redemption” or “Optional Redemption — Redemption for Tax Reasons,” we
will be required to make an offer to each holder of the applicable notes to repurchase all or any part (equal to €100,000 and integral
multiples of €1,000 in excess thereof) of that holder’s notes, at a repurchase price in cash equal to 101% of the aggregate principal
amount of the notes repurchased, plus any accrued and unpaid interest on the notes repurchased to, but excluding, the date of
repurchase (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest
payment date).
Within 30 days following any change of control repurchase event or, at our option, prior to any change of control, but after the
public announcement of the change of control, we will electronically deliver or mail a notice (or otherwise deliver in accordance with
the applicable procedures of Clearstream, Euroclear or the common depositary) to each holder, with a copy to the Trustee, describing
the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase the
notes on the payment date specified in the notice, which date will be no earlier than 10 days and (except to the extent that such notice is
conditioned on the occurrence of the change of control repurchase event) no later than 60 days from the date such notice is
electronically delivered or mailed, which date, in a notice conditioned on the occurrence of a change of control repurchase event, may
be designated by reference to the date that such condition is satisfied, rather than a specific date (the “change of control payment
date”). We will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a change
of control repurchase event. To the extent that the provisions of any securities laws or regulations conflict with the change of control
repurchase event provisions of the notes and the indenture, we will comply with the applicable securities laws and regulations and will
not be
12

deemed to have breached our obligations under the change of control repurchase event provisions of the notes and the indenture by
virtue of such conflict.
On the change of control payment date following a change of control repurchase event, we will, to the extent lawful:
1.
accept for payment all the notes or portions of the notes (equal to €100,000 and integral multiples of €1,000 in excess
thereof) properly tendered pursuant to the offer;
2.
deposit with the Paying Agent an amount equal to the change of control repurchase price in respect of all the notes or
portions of the notes properly tendered; and
3.
deliver or cause to be delivered to the Trustee the notes properly accepted, together with an officer’s certificate stating
the aggregate principal amount of notes being purchased and an opinion of counsel required under the indenture.
The Paying Agent will promptly deliver to each holder of notes properly tendered the payment for the notes, and the Trustee or
Paying Agent will promptly authenticate and deliver (or cause to be transferred by book-entry) to each holder a new note equal in
principal amount to any unpurchased portion of any notes surrendered.
We will not be required to make an offer to repurchase the notes upon a change of control repurchase event if a third party
makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such
third party purchases all notes properly tendered and not withdrawn under its offer.
If holders of not less than 90% in aggregate principal amount of the outstanding notes validly tender and do not withdraw such
notes in an offer to repurchase the notes upon a change of control repurchase event and we, or any third party making an offer to
repurchase the notes upon a change of control repurchase event in lieu of us, as described above, purchase all of the notes validly
tendered and not withdrawn by such holders, then we will have the right, upon not less than 10 nor more than 60 days’ prior notice,
given not more than 30 days following the change of control payment date, to redeem all notes of such series that remain outstanding
following such purchase at a redemption price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest,
if any, to, but excluding, the redemption date (subject to the right of the holders of record on the relevant record date to receive interest
due on the relevant interest payment date).
The phrase “all or substantially all,” as used with respect to our assets and the assets of our subsidiaries in the definition of
“change of control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon
the facts and circumstances. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or
substantially all” of our assets and the assets of our subsidiaries has occurred in
13

a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be unclear.
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
“change of control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our
assets and the assets of our subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)
other than to us or one of our subsidiaries; (2) the adoption of a plan relating to our liquidation or dissolution; or (3) the consummation
of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined
above), including any group defined as a person for the purpose of Section 13(d)(3) of the Exchange Act (other than any employee
benefit plan of the Company or its subsidiaries, and any Person or entity acting in its capacity as trustee, agent or other fiduciary or
administrator of any such plan), becomes the beneficial owner, directly or indirectly, of more than 50% of our voting stock measured
by voting power rather than number of shares, provided, however, that a person (as defined above) shall not be deemed a beneficial
owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such
person (as defined above) or any of such person’s affiliates until such tendered securities are accepted for purchase or exchange
thereunder, or (B) any securities if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response to a
proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (ii) is not also then
reportable on Schedule 13D (or any successor schedule) under the Exchange Act. Notwithstanding the foregoing, a transaction will not
be considered to be a change of control if (a) we become a direct or indirect wholly-owned subsidiary of another Person and (b) (i)
immediately following that transaction, a majority of the voting stock of such Person is held by the direct or indirect holders of our
voting stock immediately prior to such transaction or (ii) immediately following such transaction no Person (other than a Person
satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such
Person measured by voting power rather than number of shares.
“change of control repurchase event” means the occurrence of both a change of control and a ratings event.
“investment grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of
Moody’s); a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and the equivalent
investment grade credit rating from any additional rating agency or rating agencies selected by us.
“Moody’s” means Moody’s Investors Service Inc., and its successors.
“rating agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate such notes or fails to
make a rating of such notes publicly available, a
14

“nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by us as a
replacement agency for Moody’s or S&P, or both, as the case may be.
“ratings event” means during the period commencing on the date of our first public announcement of any change of control (or
pending change of control) and ending 60 days following consummation of such change of control (which 60-day period will be
extended so long as the rating of the notes is under publicly announced consideration for a possible downgrade by any of the rating
agencies), the rating of the notes shall be reduced by both rating agencies and such notes are rated below investment grade by both
rating agencies and are not, within such period, subsequently upgraded by both rating agencies to an investment grade rating; provided,
however, that a ratings event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in
respect of a particular change of control (and thus will not be deemed a ratings event for purposes of the definition of change of control
repurchase event) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce
or confirm to us in writing at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised
of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of control has
occurred at the time of the ratings event).
“S&P” means S&P Global Ratings, a division of S&P Global, Inc., and its successors.
“voting stock” of any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date means the
capital stock of such person that is at the time entitled to vote generally in the election of the board of directors or managers of such
person (or, if such person is a partnership, the board of directors or other governing body of the general partner of such person).
Limitation on Liens
We cannot incur, nor can we permit any Restricted Subsidiary (as defined below) to incur, any Liens upon any Principal
Property of ours or any Restricted Subsidiary, whether now owned or hereafter created or acquired, or on any shares of stock or
indebtedness of any Restricted Subsidiary, in order to secure indebtedness for borrowed money of us or any of our Restricted
Subsidiaries, in each case, unless prior to or at the same time, the notes are equally and ratably secured with (or, at our option, senior
to) such secured indebtedness for borrowed money until such time as such indebtedness for borrowed money is no longer secured by
such Lien.
The foregoing restriction does not apply to:
1.
Liens on any Principal Property existing with respect to any Person at the time such Person becomes a Restricted
Subsidiary, provided that such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary;
15

2.
Liens on any Principal Property existing at the time of acquisition by us or any Restricted Subsidiary of such Principal
Property or Liens on any Principal Property to secure the payment of all or any part of the purchase price of such
Principal Property, or Liens on any Principal Property to secure any indebtedness incurred prior to, at the time of, or
within 12 months after, the latest of the acquisition of such Principal Property or the completion of construction, the
completion of improvements or the commencement of substantial commercial operation of such Principal Property for
the purpose of financing all or any part of the purchase price of the Principal Property and related costs and expenses,
the construction or the making of the improvements;
3.
Liens securing indebtedness of any Restricted Subsidiary owing to us or any Restricted Subsidiary;
4.
Liens existing on the date of the issuance of the notes (other than any additional notes);
5.
Liens on any Principal Property or assets of a Person existing at the time such Person is merged into or consolidated
with us or any Restricted Subsidiary or at the time of a sale, lease or other disposition of all or substantially all of the
properties or assets of a Person to us or any Restricted Subsidiary, provided that such Lien was not incurred in
anticipation of the merger, consolidation, sale, lease, other disposition or other such transaction;
6.
Liens created in connection with or to secure a non-recourse obligation or a project financed thereby;
7.
Liens created to secure the notes;
8.
Liens imposed by law or arising by operation of law, including, without limitation, carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s, suppliers’, vendors’, and landlords’ Liens and other similar Liens, Liens for
master’s and crew’s wages and other similar laws, arising in the ordinary course of business, Liens arising out of
judgments or awards against a Person with respect to which such Person shall then be proceeding with an appeal or
other proceedings for review or the period within which such proceedings may be initiated shall not have expired and
Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or
similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution;
9.
Liens for taxes, assessments or other governmental charges or levies not yet due or payable, not yet subject to penalties
for non-payment or which are being contested in good faith by appropriate proceedings;
16

10.
Liens to secure the performance of obligations with respect to statutory or regulatory requirements, bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance or return-of-money bonds and other obligations of a
like nature;
11.
Liens arising in connection with contracts and subcontracts with or made at the request of the United States, any state
thereof, or any department, agency, or instrumentality of the United States or any state thereof;
12.
Permitted Liens; or
13.
any extensions, renewals or replacements of any Lien referred to in clauses (1) through (12) without increase of the
principal amount of the indebtedness for borrowed money secured by such Lien (except to the extent of any fees or
other costs associated with any such extension, renewal or replacement); provided, however, that any Liens permitted by
any such clauses shall not extend to or cover any of our Principal Properties or the Principal Properties of any of our
Restricted Subsidiaries, as the case may be, other than the Principal Property specified in such clauses and
improvements to such Principal Property.
Notwithstanding the restrictions set forth in the first paragraph of this section, we and our Restricted Subsidiaries are permitted
to incur indebtedness for borrowed money secured by Liens which would otherwise be subject to the foregoing restrictions without
equally and ratably securing the notes, provided that, after giving effect to such indebtedness for borrowed money, the aggregate
amount of all indebtedness for borrowed money secured by such Liens (not including Liens permitted under clauses (1) through (13)
above) does not at such time exceed 15% of Consolidated Net Tangible Assets calculated as of the date of the creation or incurrence of
the Lien. We and our Restricted Subsidiaries may also, without equally and ratably securing the notes, create or incur Liens that renew,
substitute or replace (including successive renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to
the preceding sentence.
Limitation on Sale and Leaseback Transactions
We cannot, and cannot permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction other than:
(a)
any Sale and Leaseback Transaction so long as we or such Restricted Subsidiary would be entitled to create a Lien on
such Principal Property securing the Attributable Debt with respect to such Sale and Leaseback Transaction without
equally and ratably securing the notes pursuant to the covenant described under “Limitation on Liens”; and
(b)
any Sale and Leaseback Transaction of which the net proceeds received by us or any Restricted Subsidiary are at least
equal to the fair market value (as determined by our board of directors (or a duly authorized committee thereof)) of such
17

Principal Property and are applied by us or such Restricted Subsidiary, as applicable, within 270 days after the sale of
such Principal Property in connection with which such Sale and Leaseback Transaction is completed, to either (or in
combination of) (i) the prepayment, repayment, redemption or purchase of the notes, indebtedness of ours that is pari
passu in right of payment to the notes or indebtedness of a Restricted Subsidiary (other than indebtedness owed to us or
our Affiliates) or (ii) the purchase, construction, development, expansion or improvement of Principal Property.
This restriction does not apply to any Sale and Leaseback Transaction, and there will be excluded from Attributable Debt in any
computation described in this covenant or above under the covenant “Limitation on Liens” with respect to any such transaction, (x) any
such transaction solely between us and a Restricted Subsidiary or solely between Restricted Subsidiaries, (y) any such transaction
involving a lease with a term of up to (including renewal rights exercisable at the option of the Company or a Restricted Subsidiary, as
applicable) three years or (z) any lease of Principal Property entered into within 120 days after the later of the acquisition, completion
of construction or commencement of full operation of such Principal Property.
Definitions for Restrictive Covenants
“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Attributable Debt” means, on the date of any determination, the present value of the obligation of the lessee for Net Rental
Payments during the remaining term of the lease included in a Sale and Leaseback Transaction, including any period for which such
lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate
equal to the interest rate set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted
average interest rate per annum borne by the notes on such date of determination, in either case compounded semi-annually.
“Consolidated Net Tangible Assets” means, at the date of determination, the aggregate amount of assets of the Company and its
consolidated subsidiaries, less applicable reserves and other properly deductible items, after deducting from that net amount:
1.
all current liabilities, and
2.
goodwill, trademarks, trade names, patents, unamortized debt-discount and other like intangibles,
in each case as reflected on the Company’s most recent consolidated balance sheet prepared in accordance with GAAP.
18

“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.
“Lien” means any lien, security interest, pledge, charge or encumbrance of any kind.
“Net Rental Payments” means the total amount of rent payable by the lessee after excluding amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges.
“Permitted Liens” means:
1.
Liens securing hedging obligations designed to protect us from fluctuations in interest rates, currencies, equities or the
price of commodities and not for speculative purposes;
2.
Liens arising by reason of pledges or deposits necessary to qualify us or any subsidiary to conduct business, maintain
self-insurance, or obtain the benefit of, or comply with, any law, including Liens incurred in the ordinary course of
business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance
or benefits;
3.
Liens of any landlord on fixtures located on premises leased by us or any of our subsidiaries, and tenants’ rights under
leases, easements and similar Liens not materially impairing the use or value of the property involved;
4.
easements, zoning restrictions, building restrictions, rights-of-way and similar encumbrances or charges on real property
imposed by law or arising in the ordinary course of business that are of a nature generally existing with respect to
properties of a similar character;
5.
Liens in connection with bankers’ acceptance financing or used in the ordinary course of trade practices, statutory lessor
and vendor privilege Liens and Liens in connection with good faith bids, tenders and deposits;
6.
Liens in favor of us or any of our wholly-owned Restricted Subsidiaries; and
7.
customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture.
“Principal Property” means all real property and improvements thereon, including, without limitation, any manufacturing
facility or plant or any portion thereof, office facility, including our principal corporate offices, warehouse, research facility or
distribution center located within the United States (excluding its territories and possessions and Puerto Rico) and owned or leased by
the Company or any of its Restricted Subsidiaries, the gross book value (without deduction of any depreciation reserves) of which on
the date as of which the determination is being made exceeds 1.5% of the Consolidated Net Tangible Assets of the Company, except
any such property which the Company’s board of directors (or a duly
19

authorized committee thereof), in its good faith opinion, determines is not of material importance to the business conducted by the
Company and its subsidiaries, taken as a whole, as evidenced by a board resolution.
“Restricted Subsidiary” means (a) any of our subsidiaries which has substantially all of its property in the United States, which
owns or is a lessee of any Principal Property and (b) any other subsidiary which is hereafter designated by our board of directors as a
Restricted Subsidiary.
“Sale and Leaseback Transaction” means any arrangement whereby we or any of our Restricted Subsidiaries has sold or
transferred, or will sell or transfer, any Principal Property and has or will take back a lease pursuant to which the rental payments are
calculated to amortize the purchase price of such Principal Property substantially over the useful life of such Principal Property.
Additional Issues
We may from time to time, without notice to or the consent of the holders of the notes, create and issue additional notes having
the same terms as, and ranking equally and ratably with, the notes in all respects (except for the issue date, the public offering price
and, if applicable, the payment of interest accruing prior to the issue date of such additional notes and the first interest payment date);
provided that, if such additional notes are not fungible with the notes offered hereby for U.S. federal income tax purposes, such
additional notes will have a different CUSIP, ISIN and/or any other identifying number. Such additional notes may be consolidated and
form a single series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise as, the notes, and
will vote together as one class on all matters with the notes offered hereby.
Consolidation, Merger or Sale of Assets
We shall not consolidate with, or merge with or into, any other Person (other than in a merger or consolidation in which we are
the continuing Person), or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our assets (in one transaction or
a series of related transactions) to any other Person (other than one or more of our subsidiaries), unless:
•
the Person (if other than us) formed by such consolidation or into which we are merged, or to which our assets shall be
sold, conveyed, transferred, leased or otherwise disposed of, shall be a Person organized and validly existing under the
laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental
indenture, executed and delivered to the Trustee, all of our obligations on the notes and under the indenture;
•
immediately after giving effect to such transaction, no event of default or any event that is, or after notice or passage of
time or both would be, an event of default, shall have occurred and be continuing; and
20

•
we shall have delivered to the Trustee (A) an opinion of counsel stating that such consolidation, merger or sale,
conveyance, transfer, lease or other disposition and such supplemental indenture (if any) complies with the relevant
provision of the indenture and that all conditions precedent therein relating to such transaction have been complied with
and (B) an officer’s certificate to the effect that immediately after giving effect to such transaction, no event of default
shall have occurred and be continuing.
Upon any consolidation or merger by us with or into any other Person, or any sale, conveyance, transfer, lease or other
disposition by us of all or substantially all of our assets to any Person subject to and in accordance with the foregoing, the successor
Person formed by such consolidation or into which we are merged or to which such sale, conveyance, transfer, lease or other
disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, us under the indenture with the
same effect as if such successor Person had been named as the Company therein; and in the event of any such conveyance, transfer or
other disposition (but not with respect to a lease) we shall be discharged from all obligations and covenants under the indenture and the
notes and may be dissolved and liquidated.
The term “Person” is defined in the indenture to mean a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or any
agency or political subdivision thereof or any other entity of whatever nature.
Events of Default
Each of the following is an “event of default” under the indenture with respect to the notes:
1.
the failure to pay interest on the notes on an interest payment date and the default continues for a period of 30 days;
2.
the failure to pay the principal (or premium, if any) of the notes when such principal (or premium, if any) becomes due
and payable, at the maturity date, upon declaration of acceleration, upon call for redemption, upon repayment at the
option of the holder or otherwise;
3.
a default in the observance or performance of any other covenant or agreement contained in the indenture, and the
default continues for a period of 90 days after written notice thereof to us by the Trustee or the holders of least 25% in
the aggregate principal amount of the outstanding notes, specifying the default and demanding that such default be
remedied (provided that such notice may not be given with respect to any action taken, and reported publicly or to
holders of the notes, more than two years prior to such notice);
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4.
the failure to repurchase any note tendered for repurchase at the option of the holders thereof before their stated maturity
in compliance with the covenant described under “Change of Control Repurchase Event”;
5.
(a) a failure to make any payment at maturity, including any applicable grace period, on any of our indebtedness for
borrowed money or the payment of which is guaranteed by us in an aggregate principal amount in excess of $200
million at any one time and continuance of this failure to pay or (b) a default on any of our indebtedness for borrowed
money or the payment of which is guaranteed by us, which default results in the acceleration of the principal of
indebtedness for borrowed money in an aggregate principal amount in excess of $200 million without such indebtedness
having been discharged or the acceleration having been cured, waived, rescinded or annulled, for a period of, in the case
of clause (a) or (b) above, 10 days or more after written notice thereof to us by the Trustee or to us and the Trustee by
the holders of at least 25% in aggregate principal amount of outstanding notes; provided, however, that if the failure,
default or acceleration referred to in clause (a) or (b) above ceases or is cured, waived, rescinded or annulled, then the
event of default will be deemed cured; and
6.
certain events of bankruptcy or insolvency with respect to us.
If an event of default (other than an event of default specified in clause 6 above) shall occur and be continuing, then and in
every such case the Trustee or the holders of at least 25% in principal amount of the outstanding notes may declare the principal
amount of and accrued but unpaid interest on all the notes to be due and payable immediately, by a notice in writing to us (and to the
Trustee if given by the holders) specifying the respective event of default and that it is a “notice of acceleration” and the same shall
become immediately due and payable. If an event of default specified in clause 6 above shall occur and be continuing, the unpaid
principal amount of all the notes and accrued and unpaid interest thereon shall automatically, and without any declaration or other
action on the part of the Trustee or any holder, become immediately due and payable.
At any time after such a declaration of acceleration with respect to the notes has been made, the holders of a majority in
principal amount of the outstanding notes, by written notice to us and the Trustee, may rescind and annul such declaration and its
consequences if:
•
the rescission would not conflict with any judgment or decree;
•
all existing events of default have been cured or waived except nonpayment of principal or interest that has become due
solely because of the acceleration; and
•
to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal,
which has become due otherwise than by such declaration of acceleration, has been paid.
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No such rescission shall affect any subsequent event of default or impair any right consequent thereto.
The holders may not enforce the indenture except as provided in the indenture and under the Trust Indenture Act. Subject to the
provisions therein relating to the duties of the Trustee in case an event of default shall occur and be continuing, the Trustee shall be
under no obligation to exercise any of its rights or powers under the indenture at the request or discretion of any of the holders, unless
the holders have offered to the Trustee security or indemnity satisfactory to the Trustee. During the existence of an event of default, the
Trustee shall exercise such rights and powers vested in it by the indenture, and use the same degree of care and skill in its exercise as a
prudent Person would exercise or use under the circumstances in the conduct of its own affairs.
Other Terms Applicable to the Notes
No holder of the notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for
the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder,
unless:
•
such holder has previously given written notice to the Trustee of a continuing event of default with respect to the notes;
•
the holders of not less than 25% in principal amount of the outstanding notes shall have made written request to the
Trustee to institute proceedings in respect of such event of default in its own name as Trustee hereunder;
•
such holder or holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;
•
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such
proceeding; and
•
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the
holders of a majority in principal amount of the outstanding notes;
it being understood and intended that no one or more of such holders shall have any right in any manner whatever by virtue of, or by
availing itself of, any provision of the indenture to affect, disturb or prejudice the rights of any other holders of the notes, or to obtain
or to seek to obtain priority or preference over any other of such holders or to enforce any right under the indenture, except in the
manner therein provided and for the equal and ratable benefit of all such holders (it being further understood that the Trustee does not
have an affirmative duty to ascertain whether or not any action the holders direct it to take is unduly prejudicial to other holders).
Notwithstanding any other provision in the indenture, the holder of any notes shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and (subject to provisions in the base indenture relating to
the payment of interest the preservation of interest rights) interest on the notes on the respective stated maturities
23

expressed in the notes (or, in the case of redemption or repayment, on the redemption date or the repayment date, as the case may be)
and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such holder.
The holders of a majority in principal amount of the outstanding notes shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the notes, provided that:
•
such direction shall not be in conflict with any rule of law or with the indenture or with the notes;
•
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; and
•
subject to the provisions of the indenture with respect to certain duties and responsibilities of the Trustee, the Trustee
shall have the right to decline to follow such direction if the Trustee shall, in good faith, determine that the proceeding
so directed would be unjustly prejudicial to the holders not joining in any such direction or would involve the Trustee in
personal liability.
The holders of not less than a majority in aggregate principal amount of the outstanding notes may waive (on behalf of all
holders of the notes) by notice to the Trustee any existing default or event of default under the indenture and its consequences with
respect to the notes except a continuing default or event of default:
•
in the payment of the principal of (or premium, if any) or interest on any note, or
•
in respect of a provision hereof that, as described under “Actions Requiring Consent of Holders,” cannot be modified or
amended without the consent of the holders of each outstanding note.
Any such waiver shall be deemed to be on behalf of the holders of all the notes. Upon any such waiver, such default shall cease
to exist, and any event of default arising therefrom shall be deemed to have been cured and shall cease to exist, for every purpose of the
indenture; but no such waiver shall extend to any subsequent or other default or event of default or impair any right consequent
thereon.
All parties to the indenture agree, and each holder of any note by his or her acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of any right or remedy under the indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any
party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the
foregoing shall not apply to any suit instituted by the Trustee or to any suit
24

instituted by any holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any note on or after
the respective stated maturities expressed in such note.
We shall deliver to the Trustee, within 120 days after the end of each calendar year of the Company ending after the original
issue date of the notes, an officer’s certificate signed by our principal executive officer, principal financial officer or principal
accounting officer covering the preceding calendar year, stating whether or not to the best knowledge of the signer thereof we are in
default in the performance, observance or fulfillment of or compliance with any of the terms, provisions, covenants and conditions of
the indenture, and if we shall be in default, specifying all such defaults and the nature and status thereof of which they may have
knowledge. For the purpose of this paragraph, compliance shall be determined without regard to any grace period or requirement of
notice provided pursuant to the terms of the indenture.
The term “default” is defined in the indenture to mean any event which is, or after notice or passage of time or both would be,
an event of default.
Defeasance
When we use the term defeasance, we mean discharge from some or all of our obligations under the indenture. If we
irrevocably deposit in trust for the benefit of the holders of notes cash and/or government obligations, or a combination thereof, that, in
the opinion of an independent accounting firm, which will be delivered to the Trustee in the case of deposit of assets other than cash,
will generate enough cash to make interest, principal, any premium and any other payments on the notes at their stated maturity and
comply with all other conditions to defeasance set forth in the indenture, then, at our option, either of the following will occur:
•
we shall be deemed to be discharged from our obligations with respect to the outstanding notes (“legal defeasance”), or
•
we shall no longer have any obligation to comply with the covenants described under “Change of Control Repurchase
Event,” “Limitation on Liens” and “Limitation on Sale and Leaseback Transactions” and the other restrictive covenants
set forth in the base indenture, and the events of default set forth in clause (3) (with respect to the foregoing covenants)
and clause (5) under the caption “Events of Default” will no longer apply to us, but some of our other obligations under
the indenture and the notes, including our obligation to make payments on the notes, will survive (“covenant
defeasance”).
If we legally defease the notes, the holders of the notes will not be entitled to the benefits of the indenture, except for:
•
the rights of holders of the notes to receive, solely from the trust fund described above, payments in respect of the
principal of (and premium, if any) and interest, if any, on the notes when such payments are due;
•
our obligation to register the transfer or exchange of the notes;
25

•
our obligation to replace mutilated, destroyed, lost or stolen notes;
•
our obligation to maintain paying agencies; and
•
our obligation to hold moneys for payment in trust.
We may legally defease the notes notwithstanding any prior exercise of our option of covenant defeasance in respect of the
notes. We may not defease the notes (either legally or through covenant defeasance) if an event of default or default with respect to the
notes (other than a default or event of default resulting from non-compliance with any covenant from which we are released upon
effectiveness of such legal defeasance or covenant defeasance, as applicable) has occurred and is continuing on the date of such
deposit.
We will be required to deliver to the Trustee an officer’s certificate and an opinion of counsel, each stating that all conditions
precedent with respect to the legal defeasance or covenant defeasance have been complied with. We will also be required to deliver to
the Trustee an opinion of counsel to the effect that holders of the notes will not recognize income, gain or loss for United States federal
income tax purposes as a result of such deposit and legal defeasance or covenant defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and
legal defeasance or covenant defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be
based on a ruling of the United States Internal Revenue Service or other change in applicable United States federal income tax law).
For purposes of this “Description of 4.125% Senior Notes due 2029,” the term “government obligations” shall have the
following meaning with respect to the notes: any security that is (i) a direct obligation of Ireland, Belgium, the Netherlands, France,
Germany or any country that is a member of the European Monetary Union on the original issue date of the notes, for the payment of
which the full faith and credit of such country is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of any such country the payment of which is unconditionally guaranteed as a full faith and credit obligation
by such country, which, in either case under the preceding clause (i) or (ii), is not callable or redeemable at our option.
Actions Not Requiring Consent of Holders
Without the consent of any holders, we, when authorized by a resolution of our board of directors, and the Trustee, at any time
and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the Trustee, for any of the following
purposes:
•
to cure any ambiguity, defect or inconsistency;
•
to provide for uncertificated notes in addition to or in place of certificated notes (provided, that the uncertificated notes
are issued in registered form for U.S. federal income tax purposes);
26

•
to comply with the requirements of the SEC in order to effect or maintain the qualification of the indenture under the
Trust Indenture Act;
•
to evidence and provide for the acceptance of appointment by a successor Trustee;
•
to conform the terms of the indenture and the notes to any provision or other description of the notes, as the case may
be, contained in an offering document related thereto;
•
to provide for the assumption by a successor Person of our obligations under the indenture and the notes, in each case in
compliance with the provisions thereof;
•
to create a series of securities and establish its terms or otherwise provide for the issuance of any securities under the
base indenture;
•
to comply with the rules of any applicable securities depositary;
•
to make any change that would provide any additional rights or benefits to the holders of the notes (including to secure
the notes, add guarantees with respect thereto, transfer any property to or with the Trustee, add to our covenants for the
benefit of the holders, add any additional events of default for the notes, or surrender any right or power conferred upon
us) or that does not adversely affect the legal rights hereunder of any holder in any material respect;
•
to change or eliminate any restrictions on the payment of principal (or premium, if any) on notes in registered form;
provided that any such action shall not adversely affect the interests of the holders of any series of notes in any material
respect;
•
to supplement any provision of the indenture as shall be necessary to permit or facilitate the defeasance and discharge of
the notes in accordance with the indenture; provided that such action shall not adversely affect the interests of any of the
holders of any series of notes in any material respect;
•
to change or eliminate any of the provisions of the indenture so long as such change or elimination does not affect any
notes which are outstanding under the indenture prior to the effectiveness of such change or elimination; or
•
to make any change that does not adversely affect the interests of any holder of the notes of any series in any material
respect.
Actions Requiring Consent of Holders
With the consent of the holders of not less than a majority in principal amount of the outstanding notes affected by such
supplemental indenture, by act of said holders (including evidence of consents or acts obtained in connection with a purchase of, or
tender offer or exchange offer for, notes) delivered to us and the Trustee, we, when authorized by a resolution of our board of directors,
and the Trustee may enter into an indenture or indentures supplemental
27

thereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or
of modifying in any manner the rights of the holders of the notes under the indenture, including a waiver.
However, no supplemental indenture shall, without the consent of the holder of each of the outstanding notes affected thereby:
•
reduce the percentage in principal amount of an outstanding note whose holders must consent to an amendment or
waiver;
•
reduce the rate of, change or have the effect of changing the time for payment of interest, including defaulted interest,
on the notes;
•
reduce the principal of or change the fixed maturity of the notes, or reduce the redemption price;
•
make the notes payable in currency other than that stated in the note or change the place of payment of the notes from
that stated in the note or in the indenture;
•
make any change in provisions of the indenture protecting the right of each holder to receive payment of principal of
and interest on the notes on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption
date) or to bring suit to enforce such payment, or permitting holders holding a majority in principal amount of a series
of notes to waive defaults or events of default; or
•
modify any of the provisions dealing with modification of the indenture, the provisions with respect to the waiver of
past defaults or the provisions with respect to the waiver of certain covenants, except to increase the percentage in
principal amount of outstanding notes the consent of whose holders is required for any waiver or to provide that certain
other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding
note affected thereby.
Notwithstanding anything herein or otherwise, the provisions under the indenture relative to the Company’s obligation to make
any offer to repurchase the notes as a result of a change of control repurchase event as described under the caption “Change of Control
Repurchase Event” may be waived or modified with the written consent of the holders of a majority in principal amount of the notes
then outstanding.
It shall not be necessary for any act of holders to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such act approves the substance thereof.
Satisfaction and Discharge
The indenture shall, with respect to the notes, at our order, be discharged and will cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of
28

the notes issued thereunder, as expressly provided for in such indenture, and rights to receive payments of principal of (and premium, if
any) and interest on such notes) and the Trustee, at our expense, shall execute proper instruments acknowledging satisfaction and
discharge of the indenture, when:
1.
either:
a.
all notes theretofore authenticated and delivered (other than notes that have been mutilated, destroyed, lost or
stolen and that have been replaced or paid and notes for whose payment money has theretofore been deposited in
trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been
cancelled or delivered to the Trustee or Paying Agent for cancellation; or
b.
all notes not theretofore canceled or delivered to the Trustee or Paying Agent for cancellation (i) have become
due and payable, (ii) will become due and payable at their stated maturity within one year of the date of deposit,
or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice by the Trustee in our name, and at our expense, and we have irrevocably deposited or caused to
be deposited with the Trustee (iv) or Paying Agent as trust funds in trust for such purpose cash or government
obligations or a combination thereof in an amount (without consideration of any reinvestment of interest)
sufficient to pay and discharge the entire indebtedness on the notes for principal (and premium, if any) and
interest to, but excluding, the date of such deposit (in the case of notes that have become due and payable) or, to,
but excluding, the stated maturity or redemption date, as the case may be; provided that (i) in connection with
any such deposit of funds with the Trustee or Paying Agent upon any redemption that requires the payment of a
premium, the amount deposited shall be sufficient to the extent that an amount is deposited with the Trustee or
Paying Agent equal to the premium calculated as of the date of the notice of redemption, with any deficit on the
date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the
Trustee or Paying Agent at or prior to 1:00 p.m., New York City time, on the date of redemption (it being
understood that any satisfaction and discharge shall be subject to the condition subsequent that such deficit is in
fact paid) and if deposited with the Trustee or Paying Agent on the date of redemption, in accordance with the
applicable provisions of the indenture and (ii) in the event a petition for relief under federal bankruptcy laws, as
now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law,
is filed with respect to us within 91 days after the deposit and the Trustee or Paying Agent is required to return
the moneys then on deposit with the Trustee or Paying Agent to us, our obligations under the indenture with
respect to such notes shall not be deemed terminated or discharged;
29

2.
We have paid or caused to be paid all other sums payable under the indenture by us; and
3.
We have delivered to the Trustee an officer’s certificate and an opinion of counsel each stating that all conditions
precedent provided for under the indenture relating to the satisfaction and discharge of the indenture with respect to the
notes have been complied with.
The Trustee, Paying Agent, Securities Registrar and Transfer Agent
U.S. Bank Trust Company, National Association is the Trustee with respect to the notes. U.S. Bank Trust Company, National
Association is also the trustee under the indenture governing our 4⅝% Senior Notes due 2025 and our 3⅛% Senior Notes due 2027.
We have other customary banking relationships with U.S. Bank Trust Company, National Association and its affiliates in the ordinary
course of business.
The indenture and the provisions of the Trust Indenture Act contain certain limitations on the rights of the Trustee, should it
become a creditor of us, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such
claim as security or otherwise. Subject to the Trust Indenture Act, the Trustee are permitted to engage in other transactions; provided
that if the Trustee acquires any conflicting interest within the meaning of the Trust Indenture Act, it must eliminate such conflict or
resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the indenture.
The Trustee may resign at any time by giving written notice thereof to us. The Trustee may also be removed by act of the
holders of a majority in principal amount of the then-outstanding notes. No resignation or removal of the Trustee and no appointment
of a successor trustee will become effective until the acceptance of appointment by a successor trustee in accordance with the
requirements of the indenture.
The sole paying agent is the Paying Agent. The Paying Agent’s address is Elavon Financial Services DAC, UK Branch, 125
Old Broad Street, Fifth Floor, London, EC2N 1AR, United Kingdom. In addition, we maintain a registrar (the “registrar”) and transfer
agent (the “transfer agent”) for the notes. The registrar and transfer agent is U.S. Bank Trust Company, National Association. U.S.
Bank Trust Company, National Association’s address is Global Corporate Trust, 2 Concourse Parkway NE, Suite 800, Atlanta, Georgia
30328. The registrar maintains a register reflecting ownership of the notes outstanding from time to time, if any, and, together with the
transfer agent, facilitates transfers of the notes on our behalf. We may change the paying agent, the registrar or the transfer agent
without prior notice to the holders of the notes. We may act as paying agent, registrar or transfer agent in respect of the notes. No
service charge shall be made to a holder for any transfer or exchange of notes, but we may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or exchange of notes.
30

No Personal Liability of Directors, Officers, Employees, Incorporator and Shareholders
No recourse shall be had for the payment or delivery of the principal, premium, if any, or the interest, on any notes, or for any
claim based thereon, or upon any obligation, covenant or agreement of the indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation, against any director, officer, employee, incorporator, agent, stockholder or affiliate, as
such, past, present or future, of the Company or of any successor corporation, either directly or indirectly through the Company or any
successor corporation, whether by virtue of any constitution, statute, or rule of law, or by the enforcement of any assessment of penalty
or otherwise. It is expressly agreed and understood that the indenture and all the notes are solely corporate obligations, and that no
personal liability whatever shall attach to, or is incurred by, any director, officer, employee, incorporator, agent, stockholder or affiliate,
past, present or future, of the corporation, because of the incurring of the indebtedness authorized or under or by reason of any of the
obligations, covenants or agreements contained in the indenture or in any of the notes or implied therefrom, or for any claim based
thereon or in respect thereof, all such liability and any and all such claims having been expressly waived and released as a condition of,
and as part of the consideration for, the execution of the indenture and the issuance of the notes.
Unclaimed Funds
Any money deposited with the Trustee or any Paying Agent, or then held by us, in trust for the payment of the principal of (and
premium, if any) and interest on the notes and remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid on our request to us, or (if then held by us) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the holder of such notes
shall thereafter, as an unsecured general creditor, look only to the us for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of us as trustee thereof, shall thereupon cease.
Governing Law
The indenture and the notes are governed by, and construed in accordance with, the laws of the State of New York without
giving effect to principles of conflicts of law.
Listing
The notes are listed on the New York Stock Exchange. We have no obligation to maintain such listing and we may delist the
notes at any time.
31

EXHIBIT 10.22
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (“Agreement”), dated as of July 6, 2022, between PVH CORP., a Delaware corporation
(“PVH” and, together with its affiliates and subsidiaries, the “Company”), and DAVID SAVMAN (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Company desires to retain the Executive on a full-time basis in accordance with the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereto hereby
agree as follows:
1.
Employment.
(a)
Effective Date and Employment Period. The Agreement shall be effective as of December 1, 2022 or such other
date that the Executive commences employment with PVH, as mutually agreed by the Executive and the Company (the “Effective
Date”). The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, in accordance with
the terms and conditions hereof. Executive’s employment is contingent upon the successful completion of the Company’s pre-
employment process and the Executive receiving the appropriate authorization to commence employment. The Executive shall be an
employee at will and this Agreement shall not constitute a guarantee of employment. Each of the parties acknowledges and agrees that
either party may terminate the Executive’s employment at any time, for any reason, with or without Cause (as defined in Section 3(a)
(i)). The period commencing on the Effective Date and ending on the effective date of the termination of the Executive’s employment
is hereinafter referred to as the “Employment Period.”
(b)
Position and Duties. During the Employment Period, the Executive shall serve as Executive Vice President,
Chief Supply Chain Officer of PVH (or in such other position or positions within the Company as the Company may designate from
time to time). The Executive shall (i) perform such duties and services as shall from time to time be assigned to the Executive, (ii)
devote all of the Executive’s business time to the services required of the Executive hereunder, excluding any periods of vacation and
sick leave to which the Executive is entitled, and (iii) use the Executive’s best efforts, judgment, skill and energy to perform such
duties and services. As used in this Section 1, “business time” shall be determined in accordance with the usual and customary
standards of the Company.
2.
Compensation.
(a)
Base Salary. The Company shall pay the Executive a salary at the annual rate of $725,000 (the “Base Salary”),
payable in accordance with the normal payroll procedures of the Company in effect from time to time. The Executive’s Base Salary
shall be reviewed for increase in accordance with the Company’s usual practices for similarly situated executives. The Company may
from time to time, in its sole and absolute discretion, increase the Base Salary by

any amount it determines to be appropriate. Base Salary shall not be reduced after any increase. The term “Base Salary” as utilized in
this Agreement shall refer to the Executive’s annual base salary as then in effect.
(b)
Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company’s existing and
future bonus and stock plans and other incentive compensation programs for similarly situated executives (each a “Plan”, collectively,
“Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in
effect from time to time. Such eligibility is not a guarantee of participation in or of the receipt of any award, payment or other
compensation under any Plan. To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise,
the Company, the Chief Executive Officer of PVH (the “Chief Executive Officer”) or the Board of Directors of PVH (which, for
purposes hereof includes any Committee thereof (the “Board”), as appropriate, may determine all terms of participation (including,
without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by
the Executive) in their sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from
amending or terminating any and all Plans in their sole and absolute discretion. The terms of each Plan, and any agreement issued
thereunder, shall govern the Executive’s rights and obligations in respect to the Plan and awards or benefits thereunder during the
Executive’s employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “Cause”
hereunder shall not supersede the definition of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under
an executive’s employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the
Executive’s employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or
subsequent to a termination of employment.
(i)    Fiscal 2022 Bonus. The Executive shall not be eligible to participate in PVH’s applicable bonus plan with respect
to PVH’s 2022 fiscal year.
(ii)    Fiscal 2023 Bonus. The Executive shall be eligible to participate in PVH’s applicable bonus plan with respect to
PVH’s 2023 fiscal year, with a threshold bonus opportunity equal to 30% of the Executive’s Base Salary, a target bonus opportunity
equal to 60% of the Executive’s Base Salary and a maximum bonus opportunity equal to 120% of the Executive’s Base Salary,
prorated for the number of days during such fiscal year that the Executive was employed by the Company.
(iii)    Fiscal 2023 Equity Awards. The Executive shall be granted the equity awards set forth below during PVH’s 2023
fiscal year with a total grant date value of approximately $700,000 (the “Fiscal 2023 Equity Awards”). If the Effective Date occurs on
or prior to the date on which annual grants of performance stock units (“PSUs”), stock options or restricted stock units (“RSUs”) or
such other variable long term incentive vehicle as the Company elects in its sole discretion are granted to the other executive officers of
PVH, then the corresponding type of award included in the Fiscal 2023 Equity Awards shall be granted to the Executive at the same
time as the other executive officers. If the Effective Date occurs after the date on which annual grants of PSUs, stock options or RSUs,
or such other variable long term
2

incentive vehicle as the Company elects in its sole discretion as applicable, are granted to the other executive officers of PVH, then
such type of award included in the Fiscal 2023 Equity Awards shall be granted to the Executive on the first business day of the month
following the Effective Date. The Fiscal 2023 Equity Awards shall be granted under and in accordance with PVH’s Stock Incentive
Plan, as amended (the “Stock Incentive Plan”), and the policies and procedures in effect with regard thereto. The Executive shall not be
entitled to receive any equity awards during fiscal 2023 other than as set forth in this Section 2(b)(iii) and in Section 2(b)(iv)(B).
(A)    The Executive shall be granted an award of PSUs, stock options or such other variable long term incentive vehicle
as the Company elects in its sole discretion (the “Fiscal Year 2023 Performance-vested Award”) with a grant date value at threshold
level performance of up to $350,000 at target level performance. The Fiscal Year 2023 Performance-vested Award shall vest (or not)
based on PVH’s performance against the same measures and on the same weighted basis as the annual performance-vested awards to
be granted in 2023 to similarly situated executives and typically are subject to a three-year performance period that commences on the
date of the grant. The Fiscal Year 2023 Performance-vested Award shall be subject to the terms and conditions of the Stock Incentive
Plan and the underlying award agreement in PVH’s standard form.
(B) The Executive shall be granted an award of RSUs with a value on the grant date of no less than $350,000. The
RSUs shall vest at a rate of 25% on each of the first four anniversaries of the grant date, subject to the terms and conditions of the
Stock Incentive Plan and the underlying award agreement in PVH’s standard form.
(iv) Make-Whole Awards.
(A) The Executive shall receive a one-time cash award (the “Make-Whole Cash Award”) in an amount not to exceed
$325,000, based on the value of compensation foregone that the Executive would otherwise have been entitled to from the Executive’s
prior employer (the “Prior Employer”). The Make-Whole Cash Award shall be paid to the Executive as soon as practicable but in no
event later than 30 days after the Executive provides the Company with sufficient documentation of the amounts foregone by the
Executive from the Prior Employer. If the Executive voluntarily leaves the Company or the Executive’s employment is terminated for
Cause prior to the end of the Executive’s first year of employment, the Executive shall be obligated to reimburse PVH the full amount
of the Make-Whole Cash Award within 60 days of the Executive’s last day of employment.
(B) The Executive shall be granted a one-time sign-on award of RSUs with a grant date value of $300,000 (the “Sign-
On RSU Award”) to replace long-term incentive compensation forfeited as a result of the Executive’s termination of employment with
the Prior Employer to become employed by the Company. The Sign-On RSU Award shall be granted under and in accordance with the
Stock Incentive Plan and PVH’s policies and procedures in effect with regard thereto. The Sign-On RSU Award shall vest at a rate of
25% on each of the first four anniversaries of the grant date, subject to the terms and conditions of the Stock Incentive Plan and the
underlying award agreement in PVH’s standard form. The Sign-On RSU
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Award shall be granted to the Executive on the first business day of the month following the Effective Date.
(c)
Benefits. The Executive shall be eligible to participate in all employee benefit and insurance plans sponsored or
maintained by the Company for similarly situated executives (including any savings, retirement, life, health and disability plans and
specifically excluding the Executive Medical Reimbursement Insurance Plan, which has been closed to new participants), to the extent
that the Executive is qualified to participate in any such plan under the generally applicable provisions thereof in effect from time to
time. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any such plan in its sole and
absolute discretion. Except as otherwise provided herein, the terms of each such plan shall govern the Executive’s rights and
obligations thereunder during the Executive’s employment and upon the termination thereof.
(d)
Expenses. The Company shall pay or reimburse the Executive for reasonable expenses incurred or paid by the
Executive in the performance of the Executive’s duties hereunder in accordance with the generally applicable policies and procedures
of the Company, as in effect from time to time and subject to the terms and conditions thereof. Such procedures include the
reimbursement of approved expenses within 30 days after approval. Section 409A (as defined in Section 7(i)) prohibits reimbursement
payments from being made any later than the end of the calendar year following the calendar year in which the applicable expense is
incurred or paid. Also under Section 409A, (i) the amount of expenses eligible for reimbursement during any calendar year may not
affect the amount of expenses eligible for reimbursement in any other calendar year, and (ii) the right to reimbursement under this
Section 2(d) cannot be subject to liquidation or exchange for another benefit. The Company also shall pay the Executive’s professional
fees incurred to negotiate and prepare this Agreement and related agreements in an amount not to exceed $10,000.
(e)
Relocation and Local Plus Benefits. The Executive shall be eligible to receive the Company’s standard
executive-level relocation benefits and up to three years of the Company’s International Local Plus benefits, subject to the terms and
conditions of the Company’s relocation policy, the International Local Plus Guidelines and the Executive entering into a Relocation
Repayment Agreement. No relocation benefits will be paid, nor services provided to the Executive until the Executive has signed and
returned the Relocation Repayment Agreement.
3.
Termination of Employment. The Executive’s employment hereunder shall terminate, or shall be subject to termination
at any time, as described in this Section 3. A termination of employment shall mean that the Executive has ceased to provide any
services as an employee of the Company.
(a)
Termination for Cause by the Company. The Company may terminate the Executive’s employment with the
Company at any time for Cause. Upon such termination, the Company shall have no further obligation to the Executive hereunder
except for the payment or provision, as applicable, of (w) the portion of the Base Salary for periods prior to the effective date of
termination accrued but unpaid (if any), (x) any accrued but unused vacation time as of
4

the effective date of termination, to the extent required by applicable law, (y) all unreimbursed expenses (if any), subject to
Section 2(d), and (z) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs,
arrangements or other agreements of the Company (other than any severance plan or policy) as to which the Executive held rights to
such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other
Benefits”). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance
policy (as then in effect, if any) upon the Executive’s termination for Cause.
(i)
For purposes of this Agreement, “Cause” shall be defined as: (A) gross negligence or willful misconduct,
as the case may be, (1) in the performance of the material responsibilities of the Executive’s office or position, which results in material
economic harm to the Company or (2) that results in material reputational harm to the Company; (B) the willful and continued failure
of the Executive to perform substantially the Executive’s duties with the Company (other than any such failure resulting from
incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the
Board or the Company that specifically identifies the manner in which the Board or the Company believes that the Executive has not
substantially performed the Executive’s duties, and the Executive has not cured such failure to the reasonable satisfaction of the Board
or the Company within 20 days following the Executive’s receipt of such written demand; (C) the Executive is convicted of, or pleads
guilty or nolo contendere, or enters a plea to a similar effect, to, a felony within the meaning of U.S. Federal, state or local law or a
crime of moral turpitude; (D) the Executive having willfully divulged, furnished or made accessible any Confidential Information (as
hereinafter defined) to anyone other than the Company, its directors, officers, employees, auditors and legal advisors, as appropriate in
the ordinary course of business; (E) any act or failure to act by the Executive, which, under the provisions of applicable law,
disqualifies the Executive from acting in any or all capacities in which the Executive is then acting for the Company; or (F) any
material breach of this Agreement, the Company’s Code of Business Conduct and Ethics or any other material Company policy.
(ii)
For purposes of Section 3(a)(i), no act or failure to act, on the part of the Executive, shall be considered
“willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action
or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of the Board, the Chief Executive Officer, or PVH’s President, Chief Financial
Officer or Chief Operating Officer or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of the Company.
(b)
 Termination without Cause by the Company or for Good Reason by the Executive Prior to a Change in Control.
The Company may also terminate the Executive’s employment with the Company at any time without Cause, and the Executive may
terminate the Executive’s employment with the Company at any time for Good Reason (as defined in Section 3(f)(i)(B)).
5

(i)
If the Company terminates the Executive’s employment without Cause or the Executive terminates the
Executive’s employment with the Company for Good Reason, other than during the two-year period following a Change in Control (as
defined in Section 3(f)(i)(A)), the Executive shall be entitled to receive from the Company (A) the portion of the Executive’s Base
Salary for periods prior to the effective date of termination accrued but unpaid (if any); (B) any accrued but unused vacation time as of
the effective date of termination; (C) all unreimbursed expenses (if any), subject to Section  2(d); (D) an aggregate amount (the
“Severance Amount”) equal to one and one-half times the sum of (1) the Base Salary plus (2) an amount equal to the bonus that would
be payable if “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of the fiscal year
during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination);
and (E) the payment or provision of any Other Benefits. The Severance Amount shall be paid in 36 semi-monthly substantially equal
installment payments and on the same schedule that Base Salary was paid immediately prior to the Executive’s date of termination,
commencing on the first such scheduled payroll date that occurs on or following the date that is 30 days after the Executive’s
termination of employment, subject to the Executive’s compliance with the requirement to deliver the release contemplated pursuant to
Section 4(a). Each such installment payment shall be treated as a separate payment as defined under Treasury Regulation §1.409A-2(b)
(2). If the Executive is a “specified employee” (as determined under the Company’s policy for identifying specified employees) on the
date of the Executive’s “separation from service” (within the meaning of Section 409A) and if any portion of the Severance Amount
would be considered “deferred compensation” under Section 409A, all payments of the Severance Amount (other than payments that
satisfy the short-term deferral rule, as defined in Treasury Regulation §1.409A-1(b)(4), or that are treated as separation pay under
Treasury Regulation §1.409A-1(b)(9)(iii) or §1.409A-1(b)(9)(v)) shall not be paid or commence to be paid on any date prior to the first
business day after the date that is six months following the Executive’s separation from service. The first payment that can be made
shall include the cumulative amount of any amounts that could not be paid during such six-month period. In addition, interest will
accrue at the 10-year T-bill rate (as in effect as of the first business day of the calendar year in which the separation from service
occurs) on all payments not paid to the Executive prior to the first business day after the sixth month anniversary of the Executive’s
separation from service that otherwise would have been paid during such six-month period had this delay provision not applied to the
Executive and shall be paid with the first payment after such six-month period. Notwithstanding the foregoing, payments delayed
pursuant to this six-month delay requirement shall commence earlier in the event of the Executive’s death prior to the end of the six-
month period. For purposes hereof, the Executive shall have a “separation from service” upon the Executive’s death or other
termination of employment for any reason.
(ii)
If the Company terminates the Executive’s employment with the Company without Cause or the
Executive terminates the Executive’s employment with the Company for Good Reason, then the Company shall also provide to the
Executive, during the 18-month period following the Executive’s date of termination, medical, dental and life insurance coverage for
the Executive and the members of the Executive’s family which is not less favorable to the Executive than the group medical, dental
and life insurance coverage carried by the Company for the Executive and the members of the Executive’s family immediately prior to
such termination of employment, subject to the Executive’s compliance with the requirement
6

to deliver the release contemplated pursuant to Section 4(a); provided, however, that the obligations set forth in this sentence shall
terminate to the extent the Executive obtains comparable medical, dental or life insurance coverage from any other employer during
such period, but the Executive shall not have any obligation to seek or accept employment during such period, whether or not any such
employment would provide comparable medical and dental insurance coverage; and provided further, however, that the Executive shall
be obligated to pay an amount equal to the active employee contribution, if any, for each such coverage. Notwithstanding the
foregoing, if at any time the Company determines that its partial subsidy of the Executive’s premiums would result in a violation of the
nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any other Code
section, law or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as
amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of subsidizing the premiums on the medical, dental
and life insurance described in the preceding sentence, the Company shall pay (in addition to any amounts payable pursuant to clauses
(A) through (E) of Section 3(b)(i)) a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all
taxes on such payment, the Executive retains an amount equal to the Company’s portion of the applicable premiums for such month,
with such monthly payment being made on the last day of each month for the remainder of the 18-month period.
(iii)
For the avoidance of doubt, the payment of the Severance Amount shall be in lieu of any amounts
payable under the Company’s severance policy (as then in effect, if any) and the Executive hereby waives any and all rights thereunder.
(c)
Termination by Voluntary Resignation (without Good Reason) by the Executive. The Executive may terminate
the Executive’s employment with the Company without Good Reason at any time by voluntary resignation. Upon such termination, the
Company shall have no further obligation to the Executive hereunder except for the payment of (i) the portion of the Base Salary for
periods prior to the effective date of termination accrued but unpaid (if any), (ii) any accrued but unused vacation time as of the
effective date of termination, (iii) all unreimbursed expenses (if any), subject to Section 2(d), and (iv) the payment or provision of any
Other Benefits. Notwithstanding the foregoing, the Executive shall provide no less than 90 days’ prior written notice of the effective
date of the Executive’s resignation (other than for Good Reason). The Company shall continue to pay the Executive the Executive’s
Base Salary during such 90-day period. Notwithstanding the foregoing, the Company, in its sole and absolute discretion, may waive the
requirement for prior notice of the Executive’s resignation or decrease the notice period, in which event the Company shall have no
continuing obligation to pay the Executive’s Base Salary or shall only have such obligation with respect to the shortened period, as the
case may be.
(d)
Disability. The Executive’s employment shall be terminable by the Company, subject to applicable law and the
Company’s short-term and long-term disability policies then in effect, if the Executive becomes physically or mentally disabled,
whether totally or partially, such that the Executive is prevented from performing the Executive’s usual duties and services hereunder
for a period of 120 consecutive days or for shorter periods aggregating 120 days in any 12-month period (a “Disability”). If the
Executive’s employment is terminated
7

by the Company due to the Executive’s Disability, the Company shall have no further obligation to the Executive hereunder, except for
the payment to the Executive or the Executive’s legal guardian or representative, as appropriate, of (i) the portion of the Base Salary
for periods prior to the effective date of termination accrued but unpaid (if any), (ii) any accrued but unused vacation time as of the
effective date of termination, (iii) all unreimbursed expenses (if any), subject to Section 2(d), and (iv) the payment or provision of any
Other Benefits.
(e)
Death. If the Executive shall die during the Employment Period, this Agreement shall terminate on the date of
the Executive’s death and the Company shall have no further obligation to the Executive hereunder except for the payment to the
Executive’s estate of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any),
(ii) any accrued but unused vacation time as of the effective date of termination, (iii) all unreimbursed expenses (if any), subject to
Section 2(d), and (iv) the payment or provision of any Other Benefits.
(f)
Termination by the Company without Cause or by the Executive for Good Reason Subsequent to a Change in
Control.
(i)
For purposes of this Agreement, the following terms shall have the meanings set forth below:
A.
“Change in Control” shall be deemed to occur upon the first to occur of the following events:
(1)
Any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”)) becomes a “beneficial owner,” as such term is used in Rule 13d-3 of the
Exchange Act, of 25% or more of the combined voting power of the then-outstanding voting securities of PVH entitled
to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that,
for purposes of this Section 3(f)(i)(A)(1), the following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from PVH, other than an acquisition by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from PVH, (ii) any acquisition by PVH, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by PVH or any of its affiliates, or (iv) any
acquisition pursuant to a transaction which complies with clauses (a), (b) and (c) of Section 3(f)(i)(A)(3) below;
(2)
Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for election by PVH’s stockholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11
8

of Regulation 14A promulgated under the Exchange Act) with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;
(3)
Consummation of a reorganization, merger, consolidation or a sale or other disposition of
all or substantially all of the assets of PVH (each, a “Business Combination”), in each case unless, following such
Business Combination, (a) all or substantially all of the individuals and entities that were the beneficial owners of the
outstanding shares of common stock of PVH (the “Outstanding Company Common Stock”) and the Outstanding
Company Voting Securities, immediately prior to such Business Combination, beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of common stock and more than 50% of the combined voting power of
the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of
such transaction, owns PVH or all or substantially all of PVH’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination
of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (b)
no person (other than PVH, any employee benefit plan (or related trust) of PVH or such corporation resulting from such
Business Combination) beneficially owns directly or indirectly, 20% or more of, respectively, the outstanding shares of
common stock of the corporation resulting from such Business Combination or the outstanding voting securities of such
corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior
to the Business Combination, and (c) at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the
initial agreement or of the action of the Board providing for such Business Combination, whichever occurs first; or
(4)
The approval by the stockholders of PVH of a complete liquidation or dissolution of PVH.
B.
“Good Reason” shall mean the occurrence of any of the following events or circumstances without the
Executive’s prior written consent:
(1)
the assignment to the Executive without the Executive’s consent of any duties inconsistent
in any material respect with the Executive’s position (including status and title), authority, duties or responsibilities as
contemplated by Section 1(b) (or following a Change in Control, as in effect immediately prior to such Change in
Control), or any other action by the Company that results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose (A) an isolated, insubstantial or inadvertent action not taken in bad faith, (B)
any action that is
9

remedied by the Company promptly after receipt of notice thereof given by the Executive and (C) the assignment of
additional or alternate duties or responsibilities to the Executive in connection with the Executive’s professional
development or the reallocation of some of the Executive’s duties or responsibilities to other executives of the Company
in connection with the evolution of the Executive’s position;
(2)
a reduction of the Executive’s Base Salary, unless the Board imposes similar reductions in
base salaries for other similarly situated executives;
(3)
the taking of any action by the Company that substantially diminishes (a) the aggregate
value of the Executive’s total compensation opportunity or (b) the aggregate value of the employee benefits provided to
the Executive, in each case relative to all other similarly situated senior executives pursuant to the Company’s employee
benefit and insurance plans as in effect on the Effective Date (or, following a Change in Control, as in effect
immediately prior to such Change in Control);
(4)
the Company requiring that the Executive’s services be rendered primarily at a location or
locations more than 75 miles from the location of the Executive’s principal office at which the Executive performs the
Executive’s duties hereunder, except for travel, and visits to Company offices and facilities worldwide, reasonably
required for the Executive to perform the Executive’s duties and responsibilities and to attend to the Company’s
business; or
(5)
the failure of the Company to require any successor to the Company (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
The Executive can only terminate employment for Good Reason if: (a) the Company receives a Notice of Termination
(as defined below) from the Executive within 60 days following the occurrence of the event claimed to give rise to the right to
resign for Good Reason, (b) the Company fails to cure the event constituting Good Reason within 30 days after receipt of the
Notice of Termination, and (c) the Executive terminates the Executive’s employment in writing within 30 days following the
expiration of such cure period.
(ii)
If within two years after the occurrence of a Change in Control, the Executive terminates the Executive’s
employment with the Company for Good Reason or the Company terminates the Executive’s employment for any reason other than
death, Disability or Cause, the Executive shall be entitled to receive from the Company, or the consolidated, surviving or transferee
person in the event of a Change in Control pursuant to a consolidation,
10

merger or sale of assets, (A) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if
any); (B) any accrued but unused vacation time as of the effective date of termination; (C) all unreimbursed expenses (if any), subject
to Section 2(d); (D) an aggregate amount equal to two times the sum of (1) the Base Salary plus (2) an amount equal to the bonus that
would be payable if the “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of the
fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of
termination); and (E) the payment or provision of any Other Benefits. The severance amount described in clause (D) of the
immediately preceding sentence shall be paid (x) in a lump sum, if the Change in Control event constitutes a “change in the
ownership” or a “change in the effective control” of PVH or a “change in the ownership of a substantial portion of a corporation’s
assets” (each within the meaning of Section 409A), or (y) in 48 semi-monthly substantially equal installment payments, if the Change
in Control event does not so comply with Section 409A. The lump sum amount shall be paid, or the installment payments shall
commence, as applicable, on the first scheduled payroll date (in accordance with the Company’s payroll schedule in effect for the
Executive immediately prior to such termination) that occurs on or following the date that is 30 days after the Executive’s termination
of employment; provided, however, that the payment of such severance amount is subject to the Executive’s compliance with the
requirement to deliver the release contemplated pursuant to Section 4(a). Any such installment payment shall be treated as a separate
payment as defined under Treasury Regulation §1.409A-2(b)(2). If the Executive is a “specified employee” (as determined under the
Company’s policy for identifying specified employees) on the date of the Executive’s “separation from service” (within the meaning of
Section 409A) and if any portion of the severance amount described in clause (D) would be considered “deferred compensation” under
Section 409A, such severance amount shall not be paid or commence to be paid on any date prior to the first business day after the date
that is six months following the Executive’s separation from service (unless any such payment(s) shall satisfy the short-term deferral
rule, as defined in Treasury Regulation §1.409A-1(b)(4), or shall be treated as separation pay under Treasury Regulation §1.409A-1(b)
(9)(iii) or §1.409A-1(b)(9)(v)). If paid in installments, the first payment that can be made shall include the cumulative amount of any
amounts that could not be paid during such six-month period. In addition, interest will accrue at the 10-year T-bill rate (as in effect as
of the first business day of the calendar year in which the separation from service occurs) on such lump sum amount or installment
payments, as applicable, not paid to the Executive prior to the first business day after the sixth month anniversary of the Executive’s
separation from service that otherwise would have been paid during such six-month period had this delay provision not applied to the
Executive and shall be paid at the same time at which the lump sum payment or the first installment payment, as applicable, is made
after such six-month period. Notwithstanding the foregoing, a payment delayed pursuant to the preceding three sentences shall
commence earlier in the event of the Executive’s death prior to the end of the six-month period. Upon the termination of employment
with the Company for Good Reason by the Executive or upon the involuntary termination of employment with the Company of the
Executive for any reason other than death, Disability or Cause, in either case within two years after the occurrence of a Change in
Control, the Company, or the consolidated, surviving or transferee person in the event of a Change in Control pursuant to a
consolidation, merger or sale of assets, shall also provide, for the period of two consecutive years commencing on the date of such
termination of employment, medical, dental and life insurance coverage for the Executive and the members of the
11

Executive’s family which is not less favorable to the Executive than the group medical, dental and life insurance coverage carried by
the Company for the Executive and the members of the Executive’s family either immediately prior to such termination of employment
or immediately prior to the occurrence of such Change in Control, whichever is greater, subject to the Executive’s compliance with the
requirement to deliver the release contemplated pursuant to Section 4(a); provided, however, that the obligations set forth in this
sentence shall terminate to the extent the Executive obtains comparable medical, dental or life insurance coverage from any other
employer during such two-year period, but the Executive shall not have any obligation to seek or accept employment during such two-
year period, whether or not any such employment would provide comparable medical, dental and life insurance coverage.
Notwithstanding the foregoing, if at any time the Company determines that its partial subsidy of the Executive’s premiums would
result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any other Code section, law or regulation of
similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care
and Education Reconciliation Act), then in lieu of subsidizing the premiums on the medical, dental and life insurance described in the
preceding sentence, the Company shall pay (in addition to any amounts payable pursuant to clauses (A) through (E) of this Section 3(f)
(ii)) a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the
Executive retains an amount equal to the Company’s portion of the applicable premiums for such month, with such monthly payment
being made on the last day of each month for the remainder of the two-year period. For the avoidance of doubt, the amounts payable
under clause (D) of this Section 3(f)(ii) as severance shall be in lieu of any amounts payable under the Company’s severance policy
and the Executive hereby waives any and all rights thereunder. Notwithstanding anything in this Agreement to the contrary, for
purposes of calculating the Severance Amount or the severance amount described in Section 3(f)(ii)(D), as applicable, if the
Executive’s Base Salary is reduced by the Board in connection with the imposition of similar reductions in base salaries for other
similarly situated executives, the applicable reduction shall be disregarded, and the Severance Amount or severance amount, as
applicable, shall be calculated based on the Executive’s Base Salary in effect immediately prior to such reduction. For the avoidance of
doubt, if the Executive terminates his employment for Good Reason as a result of a reduction of the Base Salary that is not in
connection with the imposition of similar reductions in base salaries for other similarly situated executives, then the Base Salary to be
used in connection with the calculation of the Severance Amount or the severance amount described in Section 3(f)(ii)(D), as
applicable, shall be the Base Salary in effect immediately prior to the attempt to reduce the Base Salary.
(iii)
Excise Taxes. Notwithstanding anything in the foregoing to the contrary, if Independent Tax Counsel (as
that term is defined below) determines that the aggregate payments and benefits provided or to be provided to the Executive pursuant
to this Agreement, and any other payments and benefits provided or to be provided to the Executive from the Company or any
successors thereto constitute “parachute payments” as defined in Section 280G of the Code (or any successor provision thereto)
(“Parachute Payments”) that would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, except
as otherwise provided in the next sentence, such Parachute Payments shall be reduced to the extent the Independent Tax Counsel shall
determine is necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax. If Independent Tax Counsel
determines
12

that the Executive would receive in the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were
not reduced pursuant to this Section 3(f)(iii), then no such reduction shall be made. The determination of which payments or benefits
shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel
shall reduce or eliminate, as the case may be, payments or benefits in the order that it determines will produce the required reduction in
total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax
economic value of any payments are equivalent, such payments shall be reduced in the inverse order of when the payments would have
been made to the Executive until the reduction specified herein is achieved. The determination of the Independent Tax Counsel under
this Section 3(f)(iii) shall be final and binding on all parties hereto. For purposes of this Section 3(f)(iii), “Independent Tax Counsel”
shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a
nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be
selected by the Company and shall be acceptable to the Executive (the Executive’s acceptance not to be unreasonably withheld), and
whose fees and disbursements shall be paid by the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iii)
shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section
409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic
benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.
(g)
Notice of Termination. Any termination by the Company or by the Executive, other than a termination by reason
of the Executive’s death, shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section
7(c). “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon,
(ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated, and (iii) if the date of termination is other than the date of receipt of such
notice, specifies the date of termination.
(h)
Date of Termination. For purposes of this Agreement the Executive’s date of termination of employment shall
be:
(i)
if the Executive’s employment is terminated by the Company with or without Cause, or due to the
Executive’s Disability, the date of termination shall be the date on which the applicable party receives the Notice of Termination,
unless a later date is mutually agreed; provided, however, that, for the avoidance of doubt, if the Executive’s employment is terminated
by the Company for Cause pursuant to Section 3(a)(i)(B), then the date of termination shall be the date on which the Board or
Company gives notice that the Executive has failed to cure the failure included in its demand, which notice can be given no earlier than
the expiration of the 20 day cure period set forth in Section 3(a)(i)(B);
(ii)
if the Executive’s employment is terminated by the Executive for Good Reason, the date of termination
shall be the date the Executive terminates the Executive’s
13

employment in writing as set forth in Section 3(f)(i)(B), unless a different date is mutually agreed; provided, however, that the date of
termination must occur within 30 days following the expiration of the 30 day cure period set forth in Section 3(f)(i)(B), with the
Company having failed to cure the event constituting Good Reason;
(iii)
if the Executive’s employment is terminated by the Executive other than for Good Reason, the 90  day
following the Company’s receipt of the Notice of Termination, unless the Company waives or reduces such period as provided in
Section 3(c); or
(iv)
if the Executive’s employment is terminated by reason of death, the date of termination shall be the date
of death.
(i)
Resignation. Upon termination of the Executive’s employment for any reason, the Executive agrees to resign,
effective as of the date of termination, from any positions that the Executive holds with the Company, the Board (and any committees
thereof), unless the Board requests otherwise and the Executive agrees, and the board of directors (and any committees thereof) of any
of PVH’s subsidiaries and affiliates.
4.
Effect of Termination.
(a)
Full Settlement. The amounts paid to the Executive pursuant to Section 3(b) or 3(f), as applicable, following
termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason shall be in full and
complete satisfaction of the Executive’s rights under this Agreement and any other claims the Executive may have with respect to the
Executive’s employment by the Company and the termination thereof, other than as expressly provided in Section 2(b). Such amounts
shall constitute liquidated damages with respect to any and all such rights and claims. In consideration of the Executive’s receipt
thereof, the Executive shall execute a release in favor of the Company, substantially in the form of Exhibit A hereto. Pursuant to said
release, the Company shall be released and discharged from any and all liability to the Executive in connection with this Agreement
and otherwise in connection with the Executive’s employment with the Company and the termination thereof, including, without
limitation, any claims arising under federal, state or local labor, employment and employment discrimination laws, but excluding
claims with respect to this Agreement and any Plan.  The payments and provision of benefits to the Executive required by Sections
3(b) and 3(f), other than amounts that are required to be paid to the Executive under applicable law, shall be conditioned upon the
Executive’s delivery (and non-revocation prior to the expiration of the revocation period contained in the release) of such release in
favor of the Company, provided that such conditions are met on or before the date that is 30 days after the date of the Executive’s
termination of employment. If such conditions are not met by such date, the Executive shall forfeit such payments and benefits.
Notwithstanding the foregoing, nothing herein shall be construed to release the Company from its obligations to indemnify the
Executive (as set forth in Section 7(h)).
(b)
No Duplication; No Mitigation; Limited Offset. In no event shall the Executive be entitled to duplicate payments
or benefits under different provisions of this Agreement or pursuant to the terms of any other plan, program or arrangement of the
Company. In the event of any termination of the Executive’s employment under Sections 3(b) or 3(f), the
th
14

Executive shall be under no obligation to seek other employment, and, there shall be no offset against amounts due the Executive under
this Agreement or pursuant to any plan of the Company on account of any remuneration attributable to any subsequent employment or
any claim asserted by the Company, except with respect to the continuation of benefits under Sections 3(b) and 3(f), which shall
terminate immediately upon obtaining comparable coverage from another employer.
5.
Restrictive Covenants.
(a)
Confidentiality. The Executive recognizes that any knowledge and information of any type whatsoever of a
confidential nature relating to the business of the Company, including, without limitation, all types of trade secrets, vendor and
customer lists and information, employee lists and information, consumer data, information regarding product development, marketing
plans, management organization information, operating policies and manuals, sourcing data, performance results, business plans,
financial records, network configuration and architecture, proprietary software, and other financial, commercial, business and technical
information (collectively, “Confidential Information”), must be protected as confidential, not copied, disclosed or used, other than for
the benefit of the Company, at any time. The Executive further agrees that during the Employment Period and thereafter the Executive
will not divulge to anyone (other than the Company or any person employed or designated by the Company), publish or make use at
any time of any Confidential Information without the prior written consent of the Company (in its sole and absolute discretion), except
(i) as (and only to the extent) required by an order of a court having competent jurisdiction or under subpoena from an appropriate
government agency and then only after providing the Company with the reasonable opportunity to prevent such disclosure or to receive
confidential treatment for the Confidential Information required to be disclosed, (ii) with respect to any litigation, arbitration or
mediation involving this Agreement, including, but not limited to the enforcement of this Agreement or (iii) as to Confidential
Information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s
violation of this Section 5(a). The Executive further agrees that following the termination of the Employment Period for whatever
reason, (A) the Company shall keep all tangible property assigned to the Executive or prepared by the Executive and (B) the Executive
shall not misappropriate or infringe upon the Confidential Information (including the recreation or reconstruction of Confidential
Information from memory).
(b)
Non-Interference. The Executive acknowledges that information regarding the Company’s business and
financial relations with its vendors, customers and other business partners (“Business Partner Information”) is Confidential Information
and proprietary to the Company and that any interference with such relations based directly or indirectly on the use of such information
would cause irreparable damage to the Company. The Executive acknowledges that by virtue of the Executive’s employment with the
Company, the Executive may gain knowledge of Business Partner Information and that the Executive would inevitably have to draw
on Business Partner Information and on other Confidential Information if the Executive were to solicit or service the Company’s
vendors, customers and other business partners (collectively, “Business Partners”) on behalf of a competing business enterprise. The
Executive agrees that during the Employment Period and for a period of 12 months following the termination thereof for any reason
(the “Restricted Period”), the Executive will not, on behalf of
15

the Executive or any other individual, company, partnership, corporation or other entity (for purposes of this Section 5(b) and Sections
5(c), 5(d) and 5(g), each a “person”), other than the Company, directly or indirectly do business with, solicit the business of, or perform
any services for any actual Business Partner, any person that has been a Business Partner within the 12-month period preceding such
termination or any prospective Business Partner that was actively solicited within such 12-month period preceding the termination of
employment and as to whom or which the Executive provided any services or as to whom or which the Executive has knowledge of
Business Partner Information or Confidential Information. The foregoing restrictive covenant shall only apply to business activities
engaged in by the Executive on behalf of the Executive or any other person that are in competition with either (i) the businesses or
products of the Company as of the Executive’s date of termination or (ii) any business that the Company is planning to engage in or
products that the Company is planning to develop or launch. The Executive further agrees that, during the Employment Period and the
Restricted Period, the Executive will not, directly or indirectly, seek to encourage or induce any such Business Partner to cease doing
business with, or lessen its business with, the Company, or otherwise interfere with or damage (or attempt to interfere with or damage)
any of the Company’s relationships with its Business Partners, except in the ordinary course of the Company’s business.
(c)
Non-Competition. The Executive agrees that, during the Employment Period and the Restricted Period, the
Executive shall not, without the prior written consent of the Company, directly or indirectly, on the Executive’s behalf or on behalf of
any other person, firm, corporation, association or other entity, as an employee, director, investor, advisor, partner, consultant or
otherwise, engage in any business of, provide services to, enter the employ of, or have any interest in, any other person, firm,
corporation or other entity anywhere in the world that is engaged in a business that is in competition with either (i) the businesses or
products of the Company as of the Executive’s date of termination, or (ii) any business that the Company is planning to engage in or
products that the Company is planning to develop or launch. Nothing included in this Section 5(c) shall restrict the Executive from
owning, for personal investment purposes only, less than 5% of the voting stock of any publicly held corporation or 2% of the
ownership interest in any non-publicly held company, provided that the Executive has no connection or relationship with the issuer of
such securities other than as a passive investor.
(d)
Non-Solicitation of Employees. The Executive agrees that during the Employment Period and the Restricted
Period, the Executive shall not hire or solicit to hire, whether on the Executive’s own behalf or on behalf of any other person (other
than the Company), any employee of the Company or any individual who had left the employ of the Company within 12 months of the
termination of the Executive’s employment with the Company (each, a “Relevant Employee”). Furthermore, during the Employment
Period and the Restricted Period, the Executive will not, directly or indirectly, encourage or induce any employee of the Company to
leave the Company’s employ, except in the ordinary course of the Company’s business. Without limiting the generality of the
foregoing, the Executive agrees that during the Restricted Period, the Executive shall (i) respond to any unsolicited request from any
Relevant Employee by stating that the Executive is prohibited from discussing job opportunities or career paths during the Restricted
Period; (ii) not discuss any career opportunities with any Relevant Employee; (iii) not contact a Relevant Employee in order to
persuade the employee to re-consider employment with the Company; and (iv) not be involved in any manner in the
16

application process of any Relevant Employee with any person who, after the Employment Period, employs the Executive or to whom
the Executive provides services.
(e)
Public Comment. The Executive, during the Employment Period and at all times thereafter, shall not make any
derogatory comment concerning the Company or any of its current or former directors, officers, stockholders or employees. Similarly,
the then-current members of the Board and the Company’s senior management shall not make any derogatory comment concerning the
Executive.
(f)
Blue Penciling. If any of the covenants and obligations of the Executive set forth in Section 5(a), Section 5(b),
Section 5(c), Section 5(d) or Section 5(e) shall for any reason be held by a court of competent jurisdiction to be excessively broad as to
duration, geographical scope, activity or subject, such restrictions shall be construed so as thereafter to be limited or reduced to be
enforceable to the extent compatible with the applicable law; it being understood that by the execution of this Agreement, (i) the
parties hereto regard such restrictions as reasonable and compatible with their respective rights and (ii) the Executive acknowledges
and agrees that the restrictions will not prevent the Executive from obtaining gainful employment subsequent to the termination of the
Executive’s employment. The existence of any claim or cause of action by the Executive against the Company shall not constitute a
defense to the enforcement by the Company of the foregoing restrictive covenants, and such claim or cause of action shall be
determined separately.
(g)
Injunctive Relief. The Executive acknowledges and agrees that the covenants and obligations of the Executive
set forth in each of Section 5(a), Section 5(b), Section 5(c), Section 5(d) and Section 5(e) relate to special, unique and extraordinary
services rendered by the Executive to the Company and that a violation of any of the terms of such covenants and obligations will
cause the Company irreparable injury for which adequate remedies are not available at law. The Executive agrees that the Company
shall be entitled to seek an injunction, restraining order or other temporary or permanent equitable relief (without the requirement to
post bond) restraining the Executive from committing any violation of the covenants and obligations contained herein. These
injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.
Furthermore, the Executive commits to informing any person with whom the Executive seeks employment or to whom the Executive
seeks to provide services after the Employment Period of the existing restrictive covenants set forth in Section 5(a), Section 5(b),
Section 5(c) and Section 5(d), in each case so long as such covenant remains in effect.
(h)
Notwithstanding anything to the contrary herein, the Executive understands that nothing in this Agreement
restricts or prohibits the Executive from initiating communications directly with, responding to any inquiries from, providing testimony
before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting
with an investigation directly with a self-regulatory authority or a government agency or entity, or from making other disclosures that
are protected under the whistleblower provisions of state or federal law or regulation, and pursuant to 18 USC § 1833(b), an individual
may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in
confidence to a government official, either directly or
17

indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for
retaliation based on the reporting of a suspected violation of law may disclose a trade secret to the individual’s attorney and use the
trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the
individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18
USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).
6.
Intellectual Property Rights.
(a)
The Executive agrees that all marketing, operating and training ideas, sourcing data, processes and materials,
including all inventions, discoveries, improvements, enhancements, written materials and development related to the business of the
Company (“Proprietary Materials”) to which the Executive may have access or that the Executive may develop or conceive while
employed by the Company shall be considered works made for hire for the Company and prepared within the scope of employment
and shall belong exclusively to the Company. The Company shall have a right to freely develop and alter such Proprietary Materials
and to license and assign them to third parties.
(b)
Any Proprietary Materials developed by the Executive that, under applicable law, may not be considered works
made for hire, are hereby assigned to the Company without the need for any further consideration, and the Executive agrees to take
such further action, including executing such instruments and documents as the Company may reasonably request, to evidence such
assignment.
(c)
The Executive agrees and undertakes without any additional compensation to execute all such deeds and
documents that, in the Company’s sole discretion, are necessary or desirable in order for the Company to be able to protect, register,
maintain and in any other way fully enjoy the Company’s rights referred to under this Section 6.
7.
Miscellaneous.
(a)
Assignment and Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, legatees, executors, administrators, legal representatives, successors and assigns. Notwithstanding anything
in the foregoing to the contrary, the Executive may not assign any of the Executive’s rights or obligations under this Agreement
without first obtaining the written consent of the Company. The Company may assign this Agreement in connection with a sale of all
or substantially all of its business and/or assets (whether direct or indirect, by purchase, merger, consolidation or otherwise) and will
require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken place. “Company” means the Company as hereinbefore
defined and any successor to its business and/or
18

assets as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.
(b)
Survival. The provisions of Sections 3, 4, 5, 6 and 7 shall survive the termination of this Agreement pursuant to
Section 3.
(c)
Notices. Any notices to be given hereunder shall be in writing and delivered personally or sent by registered or
certified mail, return receipt requested, costs paid by sender as follows:
If to the Executive, addressed to the Executive at the address then shown in the Executive’s employment records
If to the Company at:
PVH Corp.
285 Madison Avenue
New York, New York 10017
Attention: Chief Executive Officer
With a copy to:
PVH Corp.
285 Madison Avenue
New York, New York 10017
Attention: Executive Vice President, General Counsel and Secretary
Any party may change the address to which notices are to be sent by giving notice of such change of address to the other party in the
manner provided above for giving notice. Notice shall be deemed given when delivered personally or when signed for.
(d)
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the State of New York, without regard to the principles thereof relating to the conflict of laws.
(e)
Consent to Jurisdiction. Any judicial proceeding brought against the Executive with respect to this Agreement
may be brought in any court of competent jurisdiction in the Borough of Manhattan in the City and State of New York and, by
execution and delivery of this Agreement, the Executive:
(i)
accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts and any related
appellate courts, and irrevocably agrees to be bound by any final judgment (after exhausting all appeals therefrom or after all time
periods for such appeals have expired) rendered thereby in connection with this Agreement; and
19

(ii)
irrevocably waives any objection the Executive may now or hereafter have as to the venue of any such
suit, action or proceeding brought in such a court or that such court is an inconvenient forum.
(f)
Severability. The invalidity of any one or more provisions of this Agreement or any part thereof shall not affect
the validity of any other provision of this Agreement or part thereof. In the event that one or more provisions contained herein shall be
held to be invalid, the Agreement shall be reformed to make such provisions enforceable.
(g)
Waiver. The Company, in its sole discretion, may waive any of the requirements imposed on the Executive by
this Agreement. The Company, however, reserves the right to deny any similar waiver in the future. Each such waiver must be express
and in writing and there will be no waiver by conduct. Pursuit by the Company of any available remedy, either at law or in equity, or
any action of any kind, does not constitute waiver of any other remedy or action. Such remedies and actions are cumulative and not
exclusive. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the
failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive
to terminate employment for Good Reason or the Company’s right to terminate the Executive’s employment for Cause, shall not be
deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(h)
Indemnification. The Company shall indemnify the Executive and hold the Executive harmless from and against
any claim, loss or cause of action arising from or out of the Executive’s performance as an officer, director or employee of the
Company or in any other capacity, including any fiduciary capacity, in which the Executive serves at the request of the Company to the
maximum extent permitted by applicable law; provided, however, that the Executive shall not be entitled to indemnification hereunder
with respect to any expense, loss, liability or damage which was caused by the Executive’s own gross negligence, willful misconduct
or reckless disregard of the Executive’s duties hereunder or as prohibited by applicable law. The Company shall pay any and all
reasonable legal fees incurred by the Executive in the defense of any such claim on a current basis, provided, however, that the
Executive shall be obligated to reimburse the Company for any fees that it is determined the Executive is not entitled to have paid by
the Company under applicable law. The Company shall have the right to select counsel reasonably acceptable to the Executive to
defend such claim and to have the same counsel represent the Company and its officers and directors unless there is a material conflict
of interest between the Company, on the one hand, and the Executive, on the other, in which case the Executive may select and retain
the Executive’s own counsel at the Company’s expense, subject to the consent of the Company, not to be unreasonably withheld or
delayed. The Executive shall not settle any action or claim against the Executive without the prior written consent of the Company.
(i)
Legal Fees. The Company agrees to reimburse the Executive (within 10 days following the Company’s receipt
of an invoice from the Executive), at any time from the Effective Date through the Executive’s remaining lifetime (or, if longer,
through the 20th anniversary of the Effective Date) to the fullest extent permitted by law, for all legal fees and
20

expenses that the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of
any contest by the Executive about the amount of any payment pursuant to this Agreement), provided, however, that the foregoing does
not apply to any actions involving any claims related to the Restrictive Covenants set forth in Section 5, including the validity or
enforceability thereof. In order to be entitled to Legal Fees, the Executive must prevail with respect to at least one substantive issue in
dispute. In order to comply with Section 409A, in no event shall the payments by the Company under this Section 7(i) be made later
than the end of the calendar year next following the calendar year in which any such contest is finally resolved, provided, that the
Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next
following the calendar year in which such contest is finally resolved. The amount of such legal fees and expenses that the Company is
obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any
other calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may not be liquidated or
exchanged for any other benefit.
(j)
Section Headings. The section headings contained in this Agreement are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Agreement.
(k)
Withholding. Any payments provided for hereunder shall be reduced by any taxes or other amounts required to
be withheld by the Company, and any benefits provided hereunder shall be subject to taxation if and to the extent provided, from time
to time under applicable employment or income tax laws or similar statutes or other provisions of law then in effect.
(l)
Section 409A of the Code. The provisions of this Agreement and any payments made herein are intended to
comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code and any related regulations or
other effective guidance promulgated thereunder (collectively, “Section 409A”). The time or schedule of a payment to which the
Executive is entitled under this Agreement may be accelerated at any time that this Agreement fails to meet the requirements of
Section 409A and any such payment will be limited to the amount required to be included in the Executive’s income as a result of the
failure to comply with Section 409A. If any provision of this Agreement or any payment made hereunder fails to meet the
requirements of Section 409A, the Company shall have no liability for any tax, penalty or interest imposed on the Executive by Section
409A, and the Executive shall have no recourse against the Company for payment of any such tax, penalty, or interest imposed by
Section 409A.
(m)
Representations of the Executive. The Executive hereby represents and warrants to the Company that the
Executive’s (i) acceptance of employment with the Company, (ii) commencement of employment with the Company on the Effective
Date, and (iii) performance of his duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any
contract, agreement, or understanding to which the Executive is a party or is otherwise bound, including, without limitation, any
obligation to provide notice to, or any non-
21

solicitation, non-competition, or other similar covenant or agreement with respect to, any prior employer.
(n)
Waiver of Jury Trial. The Company and the Executive hereby waive, as against the other, trial by jury in any
judicial proceeding to which they are both parties involving, directly or indirectly, any matter in any way arising out of, related to or
connected with this Agreement.
(o)
Entire Agreement. This Agreement contains the entire understanding, and cancels and supersedes all prior
agreements and any agreement in principle or oral statement, letter of intent, statement of understanding or guidelines of the parties
hereto with respect to the subject matter hereof. Notwithstanding the foregoing, this Agreement does not cancel or supersede the Plans
(as defined in Section 2(b)) or the plans referred to in Section 2(c). This Agreement may be amended, supplemented or otherwise
modified only by a written document executed by each of the parties hereto or their respective successors or assigns. The Executive
acknowledges that the Executive is entering into this Agreement of the Executive’s own free will and accord with no duress, and that
the Executive has read this Agreement and understands it and its legal consequences.
(p)
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by
facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of a manually executed
copy of this Agreement.    

    
(q)
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above
written.
PVH CORP.
        By:    /s/ Mark D. Fischer                
            Name: Mark D. Fischer
            Title: Executive Vice President
            /s/ David Savman                    
            DAVID SAVMAN
            Date: July 15, 2022
22

EXHIBIT A
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT David Savman (the
“Releasor”), on behalf of the Releasor and the Releasor’s heirs, executors, administrators and legal representatives, in consideration of
the severance to be paid and other benefits to be provided pursuant to Section 3(b), 3(f) of the Employment Agreement between the
Releasor and PVH Corp., dated as of July 6, 2022 (the “Agreement”) and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, hereby irrevocably, unconditionally, generally and forever releases and discharges PVH
Corp., together with its current and former affiliates and subsidiaries (the “Company”), each of their respective current and former
officers, directors, employees, agents, representatives and advisors and their respective heirs, executors, administrators, legal
representatives, receivers, affiliates, beneficial owners, successors and assigns (collectively, the “Releasees”), from, and hereby waives
and settles, any and all, actions, causes of action, suits, debts, promises, damages, or any liability, claims or demands, known or
unknown and of any nature whatsoever and which the Releasor ever had, now has or hereafter can, shall or may have, for, upon, or by
reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Release arising directly or indirectly
pursuant to or out of the Releasor’s employment with the Company or the termination of such employment (collectively, “Claims”),
including, without limitation, any Claims (i) arising under any federal, state, local or other statutes, orders, laws, ordinances,
regulations or the like that relate to the employment relationship and/or worker or workplace protection, and/or specifically prohibit
discrimination based upon age, race, religion, gender, national origin, disability, sexual orientation or any other unlawful bases,
including, without limitation, the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871, as amended, the Americans with
Disabilities Act of 1990, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical
Leave Act of 1993, as amended, the Older Workers Benefit Protection Act (“OWBPA”), the Equal Pay Act, Rehabilitation Act of
1973, Sarbanes-Oxley Act of 2002, the Worker Adjustment Retraining and Notification (“WARN”) Act, the New York and New Jersey
WARN statutes, the New York State and New York City Human Rights Laws, as amended, New York State Labor Laws, the laws of
the States of New York and New Jersey, the City of New York and Somerset County, New Jersey relating to discrimination and
employment, including, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act, the New York and
New Jersey Constitutions, and any and all applicable rules and regulations promulgated pursuant to or concerning any of the foregoing
statutes; (ii) arising under or pursuant to any contract, express or implied, written or oral, including, without limitation, the Agreement;
(iii) for wrongful dismissal or termination of employment; (iv) for tort, tortious or harassing conduct, infliction of mental or emotional
distress, fraud, libel or slander; and (v) for damages, including, without limitation, punitive or compensatory damages or for attorneys’
fees, expenses, costs, wages, injunctive or equitable relief. This Release shall not apply to any claim that the Releasor may have for a
breach of Section 3(b), 3(f)(ii), 5(e), 7(h), or 7(i) of the Agreement or any plan or program of the type referred to in Sections 2(b) and
2(c) of the Agreement in which the Releasor was a participant, or for monies owed pursuant to Section 2(d) or 2(e) of the Agreement.
A-1

The Releasor agrees not to file, assert or commence any Claims against any Releasee with any federal, state or local court or
any administrative or regulatory agency or body. Notwithstanding the foregoing, nothing herein shall constitute a release by the
Releasor of a claim to the extent such claim is not waivable as a matter of applicable law. Without limiting the generality of the
foregoing, nothing herein shall affect any right to file an administrative charge with the Equal Employment Opportunity Commission,
subject to the restriction that if any such charge is filed, the Releasor agrees not to violate the confidentiality provisions of the
Agreement and further agrees and covenants that should the Releasor or any other person, organization, or other entity file, charge,
claim, sue or cause or permit to be filed any charge with the Equal Employment Opportunity Commission, civil action, suit or legal
proceeding against the Releasees (or any of them) involving any matter occurring at any time in the past, the Releasor will not seek or
accept any personal relief (including, but not limited to, a monetary award, recovery, relief or settlement) in such charge, civil action,
suit or proceeding.
The Releasor represents and warrants that there has been no assignment or other transfer of any interest in any Claim which the
Releasor may have against the Releasees, or any of them, and the Releasor agrees to indemnify and hold the Releasees, and each of
them, harmless from any Claims, or other liability, demands, damages, costs, expenses and attorneys’ fees incurred by the Releasees,
or any of them, as a result of any person asserting any such assignment or transfer. It is the intention of the parties that this indemnity
does not require payment as a condition precedent to recovery by the Releasees against the Releasor under this indemnity.
The Releasor agrees that if the Releasor hereafter commences, joins in, or in any manner seeks relief through any suit arising
out of, based upon, or relating to any Claim released hereunder, or in any manner asserts against the Releasees, or any of them, any
Claim released hereunder, then the Releasor shall pay to the Releasees, and each of them, in addition to any other damages caused to
the Releasees thereby, all attorneys’ fees incurred by the Releasees in defending or otherwise responding to said suit or Claim.
The Releasor hereby waives any right to, and agrees not to, seek reinstatement of the Releasor’s employment with the
Company or any Releasee. The Releasor acknowledges that the amounts to be paid to the Releasor under Section 3(b), 3(f) of the
Agreement include benefits, monetary or otherwise, which the Releasor has not earned or accrued, or to which the Releasor is not
already entitled.
The Releasor acknowledges that the Releasor was advised by the Company to consult with the Releasor’s attorney concerning
the waivers contained in this Release, that the Releasor has consulted with counsel, and that the waivers the Releasor has made herein
are knowing, conscious and with full appreciation that the Releasor is forever foreclosed from pursuing any of the rights so waived.
The Releasor has a period of 21 days from the date on which a copy of this Release has been delivered to the Releasor to
consider whether to sign it. In addition, in the event that the Releasor elects to sign and return to PVH Corp. a copy of this Release, the
Releasor has a period of seven days (the “Revocation Period”) following the date of such return to revoke this Release, which
revocation must be in writing and delivered to PVH Corp., 285 Madison Avenue, New York, New York 10017, Attention: Executive
Vice President, General Counsel and Secretary, within the Revocation Period. This Release, and the Releasor’s right to receive the
amounts to be paid to the
A-2

Releasor under Section 3(b), 3(f), shall not be effective or enforceable until the expiration of the Revocation Period without the
Releasor’s exercise of the Releasor’s right of revocation.
This Release shall not be amended, supplemented or otherwise modified in any way except in a writing signed by the Releasor
and PVH Corp.
This Release shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without
reference to its principles of conflicts of law.
IN WITNESS WHEREOF, the Releasor has caused this Release to be executed as of ___________________, 20__.
                        
DAVID SAVMAN
SWORN TO AND SUBSCRIBED
BEFORE ME THIS ____ DAY OF
____________________, 20__.
                    
Notary Public
A-3

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 11, 2025, between PVH
CORP., a Delaware corporation (“PVH” and, together with its affiliates and subsidiaries, the “Company”), and DAVID SAVMAN (the
“Executive”).
W I T N E S S E T H
    WHEREAS, the Company and the Executive have previously entered into that certain Employment Agreement, dated as of July 6,
2022 (the “Employment Agreement”);
    WHEREAS, the Executive has been promoted to be Global Head of Operations & Chief Supply Chain Officer, effective January 27,
2025 (the “Effective Date”); and
    WHEREAS, in connection with the additional responsibilities associated with the Executive’s new role, the Board of Directors of
PVH has designated the Executive as an “executive officer” under Rule 3b-7 promulgated under the Securities Exchange Act of 1934,
as amended;
WHEREAS, as a result of the designation of the Executive as an executive officer, the parties desire to amend the Employment
Agreement to conform certain terms to those in other executive officer employment agreements.
    NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties
hereto agree as follows:
1.
Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in
the Employment Agreement.
2.
In order to reflect the Executive’s elevation Global Head of Operations & Chief Supply Chain Officer and in recognition
of his appointment as an “executive officer,” the Executive’s severance under the Employment Agreement, where applicable, is
increased by increasing the multiple used to calculate the Executive’s Severance Amount from one and one-half times the sum of the
Executive’s Base Salary and target bonus to two times the sum. To effect this change, Sections 3(b) and 3(f)(ii) and the heading to
Section 3(f) of the Employment Agreement are hereby deleted in their entirety and the following substituted in lieu thereof,
respectively:
(b)    Termination without Cause by the Company or for Good Reason by the Executive Other than Within Two Years After a
Change in Control. The Company may also terminate the Executive’s employment with the Company at

any time without Cause, and the Executive may terminate the Executive’s employment with the Company at any time for Good
Reason.
(i)    If the Company terminates the Executive’s employment without Cause or the Executive terminates the Executive’s
employment with the Company for Good Reason, other than during the two-year period following a Change in Control
(as defined in Section 3(f)(i)(A)), the Executive shall be entitled to receive from the Company (A) the portion of the
Executive’s Base Salary for periods prior to the effective date of termination accrued but unpaid (if any); (B) any
accrued but unused vacation time as of the effective date of termination; (C) all unreimbursed expenses (if any), subject
to Section 2(d); (D) an aggregate amount (the “Severance Amount”) equal to two times the sum of (1) the Base Salary
plus (2) an amount equal to the bonus that would be payable if “target” level performance were achieved under the
Company’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior
fiscal year, if bonus levels have not yet been established for the year of termination); and (E) the payment or provision
of any Other Benefits. The Severance Amount shall be paid in 52 substantially equal installment payments (or such
other number of installments equal to two times the number of annual pay periods of base salaries pursuant to the
Company’s pay practices at that time) during the two-year period following the effective date of the termination and on
the same schedule that Base Salary was paid immediately prior to the Executive’s date of termination, commencing on
the first such scheduled payroll date that occurs on or following the date that is 30 days after the Executive’s termination
of employment, subject to the Executive’s compliance with the requirement to deliver the release contemplated pursuant
to Section 4(a). Each such installment payment shall be treated as a separate payment as defined under Treasury
Regulation §1.409A-2(b)(2). If the Executive is a “specified employee” (as determined under the Company’s policy for
identifying specified employees) on the date of the Executive’s “separation from service” (within the meaning of
Section 409A) and if any portion of the Severance Amount would be considered “deferred compensation” under Section
409A, all payments of the Severance Amount (other than payments that satisfy the short-term deferral rule, as defined in
Treasury Regulation §1.409A-1(b)(4), or that are treated as separation pay under Treasury Regulation §1.409A-1(b)(9)
(iii) or §1.409A-1(b)(9)(v)) shall not be paid or commence to be paid on any date prior to the first business day after the
date that is six months following the Executive’s separation from service. The first payment that can be made shall
include the cumulative amount of any amounts that could not be paid during such six-month period. In addition, interest
will accrue at the 10-year T-bill rate (as in effect as of the first business day of the calendar year in which the separation
from service occurs) on all payments not paid to

the Executive prior to the first business day after the sixth month anniversary of the Executive’s separation from service
that otherwise would have been paid during such six-month period had this delay provision not applied to the Executive
and shall be paid with the first payment after such six-month period. Notwithstanding the foregoing, payments delayed
pursuant to this six-month delay requirement shall commence earlier in the event of the Executive’s death prior to the
end of the six-month period. For purposes hereof, the Executive shall have a “separation from service” upon the
Executive’s death or other termination of employment for any reason.
(ii)    If the Company terminates the Executive’s employment with the Company without Cause or the Executive
terminates the Executive’s employment with the Company for Good Reason, then the Company shall also provide to the
Executive, during the two-year period following the Executive’s date of termination, medical, dental and life insurance
coverage for the Executive and the members of the Executive’s family which is not less favorable to the Executive than
the group medical, dental and life insurance coverage carried by the Company for the Executive and the members of the
Executive’s family immediately prior to such termination of employment, subject to the Executive’s compliance with
the requirement to deliver the release contemplated pursuant to Section 4(a); provided, however, that the obligations set
forth in this sentence shall terminate to the extent the Executive obtains comparable medical, dental or life insurance
coverage from any other employer during such period, but the Executive shall not have any obligation to seek or accept
employment during such period, whether or not any such employment would provide comparable medical and dental
insurance coverage; and provided further, however, that the Executive shall be obligated to pay an amount equal to the
active employee contribution, if any, for each such coverage. Notwithstanding the foregoing, if at any time the
Company determines that its partial subsidy of the Executive’s premiums would result in a violation of the
nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any
other Code section, law or regulation of similar effect (including but not limited to the 2010 Patient Protection and
Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of
subsidizing the premiums on the medical, dental and life insurance described in the preceding sentence, the Company
shall pay (in addition to any amounts payable pursuant to clauses (A) through (E) of Section 3(b)(i)) a fully taxable
monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the
Executive retains an amount equal to the Company’s portion of the applicable

premiums for such month, with such monthly payment being made on the last day of each month for the remainder of
the two-year period.
(iii)    For the avoidance of doubt, the payment of the Severance Amount shall be in lieu of any amounts payable under
the Company’s severance policy (as then in effect, if any) and the Executive hereby waives any and all rights
thereunder.
(f)    Termination by the Company without Cause or by the Executive for Good Reason Within Two Years After a Change in
Control.
(ii)    If within two years after the occurrence of a Change in Control, the Executive terminates the Executive’s
employment with the Company for Good Reason or the Company terminates the Executive’s employment for any
reason other than death, Disability or Cause, the Executive shall be entitled to receive from the Company, or the
consolidated, surviving or transferee person in the event of a Change in Control pursuant to a consolidation, merger or
sale of assets, (A) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid
(if any); (B) any accrued but unused vacation time as of the effective date of termination; (C) all unreimbursed expenses
(if any), subject to Section 2(d); (D) an aggregate amount equal to two times the sum of (1) the Base Salary plus (2) an
amount equal to the bonus that would be payable if the “target” level performance were achieved under the Company’s
annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if
bonus levels have not yet been established for the year of termination); and (E) the payment or provision of any Other
Benefits. The severance amount described in clause (D) of the immediately preceding sentence shall be paid (x) in a
lump sum, if the Change in Control event constitutes a “change in the ownership” or a “change in the effective control”
of PVH or a “change in the ownership of a substantial portion of a corporation’s assets” (each within the meaning of
Section 409A), or (y) in 52 substantially equal installment payments (or such other number of installments equal to two
times the number of annual pay periods of base salaries pursuant to the Company’s pay practices at that time) over the
two-year period following the Executive’s date of termination, if the Change in Control event does not so comply with
Section 409A. The lump sum amount shall be paid, or the installment payments shall commence, as applicable, on the
first scheduled payroll date (in accordance with the Company’s payroll schedule in effect for the Executive immediately
prior to such termination) that occurs on or following the date that is 30 days after the Executive’s termination of
employment; provided, however, that the payment of such severance amount is subject to the Executive’s compliance
with the requirement to deliver the release contemplated pursuant to Section 4(a).

Any such installment payment shall be treated as a separate payment as defined under Treasury Regulation §1.409A-
2(b)(2). If the Executive is a “specified employee” (as determined under the Company’s policy for identifying specified
employees) on the date of the Executive’s “separation from service” (within the meaning of Section 409A) and if any
portion of the severance amount described in clause (D) would be considered “deferred compensation” under Section
409A, such severance amount shall not be paid or commence to be paid on any date prior to the first business day after
the date that is six months following the Executive’s separation from service (unless any such payment(s) shall satisfy
the short-term deferral rule, as defined in Treasury Regulation §1.409A-1(b)(4), or shall be treated as separation pay
under Treasury Regulation §1.409A-1(b)(9)(iii) or §1.409A-1(b)(9)(v)). If paid in installments, the first payment that
can be made shall include the cumulative amount of any amounts that could not be paid during such six-month period.
In addition, interest will accrue at the 10-year T-bill rate (as in effect as of the first business day of the calendar year in
which the separation from service occurs) on such lump sum amount or installment payments, as applicable, not paid to
the Executive prior to the first business day after the sixth month anniversary of the Executive’s separation from service
that otherwise would have been paid during such six-month period had this delay provision not applied to the Executive
and shall be paid at the same time at which the lump sum payment or the first installment payment, as applicable, is
made after such six-month period. Notwithstanding the foregoing, a payment delayed pursuant to the preceding three
sentences shall commence earlier in the event of the Executive’s death prior to the end of the six-month period. Upon
the termination of employment with the Company for Good Reason by the Executive or upon the involuntary
termination of employment with the Company of the Executive for any reason other than death, Disability or Cause, in
either case within two years after the occurrence of a Change in Control, the Company, or the consolidated, surviving or
transferee person in the event of a Change in Control pursuant to a consolidation, merger or sale of assets, shall also
provide, for the period of two years commencing on the date of such termination of employment, medical, dental and
life insurance coverage for the Executive and the members of the Executive’s family which is not less favorable to the
Executive than the group medical, dental and life insurance coverage carried by the Company for the Executive and the
members of the Executive’s family either immediately prior to such termination of employment or immediately prior to
the occurrence of such Change in Control, whichever is greater, subject to the Executive’s compliance with the
requirement to deliver the release contemplated pursuant to Section 4(a); provided, however, that the obligations set
forth in this sentence shall terminate to the extent the Executive obtains comparable medical, dental or life insurance
coverage

from any other employer during such two-year period, but the Executive shall not have any obligation to seek or accept
employment during such two-year period, whether or not any such employment would provide comparable medical,
dental and life insurance coverage. Notwithstanding the foregoing, if at any time the Company determines that its partial
subsidy of the Executive’s premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of
the Code or any other Code section, law or regulation of similar effect (including but not limited to the 2010 Patient
Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in
lieu of subsidizing the premiums on the medical, dental and life insurance described in the preceding sentence, the
Company shall pay (in addition to any amounts payable pursuant to clauses (A) through (E) of this Section 3(f)(ii)) a
fully taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such
payment, the Executive retains an amount equal to the Company’s portion of the applicable premiums for such month,
with such monthly payment being made on the last day of each month for the remainder of the two-year period. For the
avoidance of doubt, the amounts payable under clause (D) of this Section 3(f)(ii) as severance shall be in lieu of any
amounts payable under the Company’s severance policy and the Executive hereby waives any and all rights thereunder.
Notwithstanding anything in this Agreement to the contrary, for purposes of calculating the Severance Amount or the
severance amount described in Section 3(f)(ii)(D), as applicable, if the Executive’s Base Salary is reduced by the Board
in connection with the imposition of similar reductions in base salaries for other similarly situated executives, the
applicable reduction shall be disregarded, and the Severance Amount or severance amount, as applicable, shall be
calculated based on the Executive’s Base Salary in effect immediately prior to such reduction. For the avoidance of
doubt, if the Executive terminates his employment for Good Reason as a result of a reduction of the Base Salary that is
not in connection with the imposition of similar reductions in base salaries for other similarly situated executives, then
the Base Salary to be used in connection with the calculation of the Severance Amount or the severance amount
described in Section 3(f)(ii)(D), as applicable, shall be the Base Salary in effect immediately prior to the attempt to
reduce the Base Salary.
3.
In order to reflect the Executive’s elevation to Global Head of Operations & Chief Supply Chain Officer and in
recognition of his appointment as an “executive officer,” his increased responsibilities, access to information, and involvement in
management and strategy, as well as the increase to the Severance Amount, the “Restricted Period” is extended to 18 months from 12
months with respect to the restrictive covenants set forth in Sections 5(b), 5(c) and 5(d) of the Employment

Agreement. To effect this change, Section 5(b) of the Employment Agreement is hereby deleted in its entirety and the following
substituted in lieu thereof:
(b)    Non-Interference. The Executive acknowledges that information regarding the Company’s business and financial
relations with its vendors, customers and other business partners (“Business Partner Information”) is Confidential
Information and proprietary to the Company and that any interference with such relations based directly or indirectly on
the use of such information would cause irreparable damage to the Company. The Executive acknowledges that by
virtue of the Executive’s employment with the Company, the Executive may gain knowledge of Business Partner
Information and that the Executive would inevitably have to draw on Business Partner Information and on other
Confidential Information if the Executive were to solicit or service the Company’s vendors, customers and other
business partners (collectively, “Business Partners”) on behalf of a competing business enterprise. The Executive agrees
that during the Employment Period and for a period of 18 months following the termination thereof for any reason (the
“Restricted Period”), the Executive will not, on behalf of the Executive or any other individual, company, partnership,
corporation or other entity (for purposes of this Section 5(b) and Sections 5(c), 5(d) and 5(g), each a “person”), other
than the Company, directly or indirectly do business with, solicit the business of, or perform any services for any actual
Business Partner, any person that has been a Business Partner within the 12-month period preceding such termination or
any prospective Business Partner that was actively solicited within such 12-month period preceding the termination of
employment and as to whom or which the Executive provided any services or as to whom or which the Executive has
knowledge of Business Partner Information or Confidential Information. The foregoing restrictive covenant shall only
apply to business activities engaged in by the Executive on behalf of the Executive or any other person that are in
competition with either (i) the businesses or products of the Company as of the Executive’s date of termination or (ii)
any business that the Company is planning to engage in or products that the Company is planning to develop or launch.
The Executive further agrees that, during the Employment Period and the Restricted Period, the Executive will not,
directly or indirectly, seek to encourage or induce any such Business Partner to cease doing business with, or lessen its
business with, the Company, or otherwise interfere with or damage (or attempt to interfere with or damage) any of the
Company’s relationships with its Business Partners, except in the ordinary course of the Company’s business.
4.
The Employment Agreement is, and shall continue to be, in full force and effect, except as otherwise provided in this
Amendment and except that all references to the Employment Agreement set forth in the Employment Agreement (including Exhibit

A to the Employment Agreement) and any other agreements to which the parties hereto are parties that have been executed prior to the
date hereof shall mean the Employment Agreement, as amended by this Amendment.
5.
The Executive acknowledges and agrees that this Amendment provides for mutually agreed upon amendments to the
Employment Agreement and that nothing herein constitutes the termination of the Executive’s employment without Cause or permits
the Executive to terminate his employment for Good Reason.
6.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of
which taken together shall constitute one and the same instrument.
7.
This Amendment shall be construed without regard to any presumption or other rule requiring construction against the
drafting party.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date first set forth above.
PVH CORP.
By: /s/ Mark D. Fischer                        

Name: Mark D. Fischer

Title: Executive Vice President
/s/ David Savman                        

David Savman

Date: March 18, 2025

EXHIBIT 10.23
This employment agreement is made on 6 October 2023
BETWEEN:
(1)
PVH Corp., having its registered offices at 285 Madison Avenue, New York, New York 10017 (hereinafter referred to as
“PVH”).
and
(2)
Lea Rytz Goldman, born on 8 May 1963 in Sandhult, Sweden, with an address at Golfbanevagen 12B, 43650 Hovas, Sweden
(the “Executive”).
(A)
PVH or one of its subsidiaries desires to retain the Executive on a full-time basis in accordance with the terms and conditions
set forth herein.
HAVE AGREED:
1.
Employment.
1.1
Employment Period. PVH shall cause the Company (as defined in Section 1.4 (Right to Assign)) to employ the
Executive, and the Executive agrees to enter into this Employment Agreement for an Indefinite Period (this “Agreement”), in
accordance with the terms and conditions hereof, commencing as of 1 May 2024 or such other date that the Executive commences
employment with PVH or one of its subsidiaries as mutually agreed by the Executive and PVH (the “Effective Date”). The
Executive represents that her employment by PVH or one of its subsidiaries will not breach or be in conflict with any other
agreement to which the Executive is a party or by which the Executive is bound, and that the Executive is not subject to any
covenants against competition or similar covenants or any court order that could affect her ability to enter into this Agreement and
perform her duties for the PVH and its subsidiaries. The employment shall remain valid unless and until terminated in accordance
with the terms hereof and the governing law applicable to this Agreement or until otherwise mutually agreed. The period
commencing the Effective Date and ending on the effective date of the termination of the Executive’s employment is hereinafter
referred to as the “Employment Period.”
1.2
Position and Duties. During the Employment Period, the Executive shall serve as Global Brand President, Tommy
Hilfiger (or in such other position or positions as the PVH Board of Directors, the Chief Executive Officer of PVH, the President of
PVH (if any), or anyone to whom either such executive reports may designate from time to time. The Executive shall (i) perform
such duties and services as shall from time to time be assigned to the Executive, (ii) devote all of the Executive’s business time (in
principle no less than 40 hours per week and in accordance with the usual and customary standards of PVH for similarly situated
executives) to the services required of the Executive under this Agreement, excluding any periods of holiday (personal time off and
holidays provided for in Section 2.6 (Holidays)) and sick leave to which the Executive is entitled, as well as time dedicated to
approved external activities, including service on non-profit boards, and (iii) use the Executive’s best efforts, judgment, skill and
energy to perform such duties and services. The Executive shall perform the Executive’s duties at the PVH Europe offices in
Amsterdam, the Netherlands, except as otherwise provided herein. The Executive's salary is deemed to include payment for all hours
worked, including hours that could be considered “overtime” under any circumstances. It is explicitly understood that the Executive
may be required to travel extensively for the

performance of her duties. The Executive acknowledges and agrees that (i) all travel is an essential part of the performance of her
duties and she shall not be compensated additionally or separately (in money, time-for-time or otherwise) and (ii) her compensation
described in Section 2 hereof (Compensation) shall cover the entirety of her employment, including travel periods.
1.3
Illness Procedure.
(a)
If the Executive is prevented from performing the stipulated work by illness, the Executive shall remain
entitled to 100% of the Base Salary as defined in Section 2.1, during the first 52 weeks of illness if and insofar as the Company (as
such term is defined in Section 1.4 (Right to Assign)) is obliged to do so pursuant to Article 7:629 of the Dutch Civil Code (DCC).
During the subsequent maximum period of 52 weeks of illness, the Executive shall be entitled to 70% of the Base Salary as defined
in Section 2.1. Any benefits under social security laws or any occupational disability insurance taken out by PVH or the Company
received by the Executive directly shall be deducted from the salary paid.
(b)
In case of illness, the Executive shall strictly comply with the instructions and guidelines given by or on behalf
of PVH or PVH Europe (as defined in Section
1.4
(Right to Assign)). The Executive hereby declares that she has received those guidelines. The Executive shall cooperate in any
medical examinations by a doctor or occupational health and safety service, if so requested by PVH or the Company.
(c) If the Executive does not comply with the foregoing provision and her statutory obligations during illness, PVH or
the Company has the right to discontinue or suspend salary payments under Sections 7:629 (3) and/or (6) DCC.
1.4    Right to Assign.
The Executive acknowledges and agrees that PVH, in its sole and absolute discretion, can assign this Agreement and all of its rights
and obligations under this Agreement at any time to an appropriate (direct or indirect) subsidiary. The Executive shall cooperate in
full for this purpose and shall not contest any assignment. It is anticipated that the Agreement will be assigned to one of the follow
entities prior to the Effective Date: PVH B.V., PVH International B.V., PVH Europe B.V., Tommy Hilfiger Europe B.V., Hilfiger
Stores B.V., Calvin Klein Europe B.V., or CK Stores B.V. (the assignee entity referred to as the “Company” and all such companies
referred to collectively as “PVH Europe”). PVH shall cause the Company to sign an acknowledgement of its assumption of this
Agreement on or prior to the Effective Date.
2.
Compensation.
2.1
Base Salary. The Executive shall receive an initial gross annual salary of
€750,000 including an 8% holiday allowance based on a fulltime workweek and the performance of her duties in accordance with
the business time requirements of Section 1.2 (Position and Duties) (the “Base Salary”). The gross annual salary excluding the 8%
holiday allowance is due and payable in 12 equal installments at the end of each calendar month into a bank account to be indicated
by the Executive. The 8% holiday allowance shall be paid in a single lump sum in May of each calendar year during the
Employment Period. The Executive’s Base Salary shall be reviewed for increase in accordance with PVH’s usual practices for
similarly situated executives. The term Base Salary as utilized in this Agreement shall refer to the Executive’s annual Base Salary as
then in effect.
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2.2
Incentive and Bonus Compensation. The Executive shall be eligible to participate in PVH’s existing and future stock
plans and other incentive compensation programs that PVH or PVH Europe implements for similarly situated executives (each a
“Plan,” collectively, “Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally
applicable provisions thereof in effect from time to time, and which Plans PVH or PVH Europe may amend or terminate at any time.
More specifically, the Executive shall be eligible to be granted annual variable remuneration (“Variable Remuneration”) on terms
that may vary, depending upon PVH’s, PVH Europe’s or the Company’s financial results, approval processes and attainment of
strategic and non-financial goals established by PVH, PVH Europe or the Company, as the case may be. The terms and conditions of
the Variable Remuneration, including the mix between cash-based remuneration and equity-based remuneration, are subject to
regular re-evaluation and modification by PVH. The Executive must be actively employed at the time of payment in order to earn
and receive any Variable Remuneration. The terms of each Plan and any agreement issued thereunder shall govern the Executive’s
rights and obligations in respect of the Plan and awards or benefits thereunder. To the extent the Executive does participate in a Plan
and the Plan, or any agreement issued thereunder, does not expressly provide otherwise, PVH, the PVH Board of Directors (which,
for purposes hereof, includes any Committee thereof (the “Board”)), Chief Executive Officer or President of PVH (if any), or an
appropriate executive thereof, as applicable, may determine all terms of participation, including, without limitation, the type and size
of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive, as well as a
participant’s rights after the termination of employment in their sole and absolute discretion. The Company will provide details
annually on the eligibility of the Executive. Without limiting the generality of the foregoing, the definition of “Cause” in this
Agreement shall not supersede the definition of cause in any Plan (unless the Plan expressly defers to the definition of cause under
an executive’s employment agreement).
(a)
Fiscal 2023 Bonus. The Executive shall not be eligible for a bonus with respect to PVH’s 2023 fiscal year.
(b)
Fiscal 2024 Bonus. The Executive shall be eligible to participate in PVH’s applicable bonus plan with respect
to PVH’s 2024 fiscal year, with a threshold bonus opportunity equal to 25% of the Base Salary, a target bonus opportunity equal to
100% of the Base Salary and a maximum bonus opportunity equal to 200% of the Base Salary. The applicable performance measure
and goals shall be the same as established for the year for similarly situated members of PVH’s Executive Leadership Team (the
“ELT”). Any payout shall be determined at the time and manner as other awards under the plan and shall be prorated for the
aggregate number of days during the year that the Executive was employed by PVH or the Company.
(c)
Fiscal 2024 Equity Awards. The Executive shall be granted the equity awards set forth below during PVH’s
2024 fiscal year with a total grant date value of approximately $1,500,000 (the “Fiscal 2024 Equity Awards”). If the Effective Date
occurs on or prior to the date on which annual grants of performance share units (“PSUs”) or restricted stock units (“RSUs”) or such
other variable long-term incentive vehicles as PVH elects in its sole discretion are granted to the other members of the ELT, then the
corresponding type of award included in the Fiscal 2024 Equity Awards shall be granted to the Executive at the same time as the
other members of the ELT. If the Effective Date occurs after the date on which annual grants
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of PSUs or RSUs, or such other variable long-term incentive vehicle as PVH elects in its sole discretion as applicable, are granted to
the other members of the ELT, then such type of award included in the Fiscal 2024 Equity Awards shall be granted to the Executive on the
first business day of the month following the Effective Date. The Fiscal 2024 Equity Awards shall be granted under and administered in
accordance with PVH’s Stock Incentive Plan, as amended (the “Stock Incentive Plan”), and the policies and procedures in effect with regard
thereto. The Executive shall not be entitled to receive any equity awards during fiscal 2024 other than as set forth in this Sections 2.2(c)(i)-(ii).
(i)
The Fiscal 2024 Equity Awards shall include awards of PSUs or such other variable long-term incentive
vehicles (other than RSUs) as PVH elects in its sole discretion (the “Fiscal Year 2024 Performance-vested Award”) with a
grant date value of up to $750,000 at target level performance. The Fiscal Year 2024 Performance- vested Award shall vest
(or not) based on PVH’s performance against the same measures and on the same weighted basis as the annual performance-
vested awards to be granted in 2024 to similarly situated executives. The Fiscal Year 2024 Performance- vested Award shall
be subject to the terms and conditions of the Stock Incentive Plan and the underlying award agreement in PVH’s standard
form.
(ii)
The Fiscal 2024 Equity Awards also shall include an award of RSUs with a grant date value of no less
than $750,000. The RSUs shall vest at a rate of 25% on each of the first four anniversaries of the grant date, subject to the
terms and conditions of the Stock Incentive Plan and the underlying award agreement in PVH’s standard form.
(d)
Make-Whole Award. The Executive shall receive a one-time cash award (the “Make-Whole Cash Award”) to
replace her 2023 annual bonus opportunity forfeited from the Executive’s prior employer (the “Prior Employer”) and any amounts
subject to repayment to the Prior Employer in connection with the Executive’s relocation as part of her expatriate assignment with
the Prior Employer; provided, however, that in no event shall the Make-Whole Cash Award exceed €182,000 gross. The Make-
Whole Cash Award shall be paid in the first available scheduled payroll date on or after the Effective Date or, if later, 60 days after
the Executive provides the Company or PVH with sufficient documentation of the Executive’s stated 2023 annual opportunity
forfeited from the Prior Employer and any required repayment of any amounts to the Prior Employer in connection with the
Executive’s relocation as part of her expatriate assignment with the Prior Employer. If the Executive voluntarily leaves PVH or the
Company other than for Good Reason (as defined in Section 3.5(a) (Definition of Good Reason)) or the Executive’s employment is
terminated for Cause prior to the end of the Executive’s first year of employment, the Executive shall be obligated to reimburse PVH
the amount of the Make-Whole Cash Award actually paid to the Executive (i.e., the amount of the Make-Whole Cash Award, less the
total amount of taxes withheld by the Company prior to payment) within 60 days of the Executive’s last day of employment.
2.3
Pension and Insurance. The Executive shall be eligible to participate in all employee benefit and insurance plans
sponsored or maintained by the Company, PVH or any other relevant affiliate (as defined below) for similarly situated executives, to
the extent that the Executive is qualified to participate in any such plan under the generally applicable provisions thereof in effect
from time to time, it being acknowledged that by virtue of the Executive’s principal workplace being Amsterdam, the Netherlands,
there may be differences in the employee benefit and insurance plans provided to the Executive and PVH’s executives in the United
States or elsewhere. Without limiting the generality of the foregoing, during the Employment Period, the Executive shall take part in
the collective pension arrangement of the
4

Company with Swiss Life (Zwitserleven), in accordance with the conditions as explained in the pension document of the Company.
In addition, the Company has entered into (i) a Collective WIA Gap insurance for all employees, which insures the risk of a drop in
income if an employee becomes partially incapacitated for work, and (ii) a Collective WIA Gap Excedent insurance coverage for
employees with a salary above the maximum income over which the statutory WIA benefit is calculated. The Executive and the
Company (or one of its affiliates) shall each contribute 50% of the premium for each such insurance coverage. Nothing herein shall
be deemed to prohibit the Company, PVH, any relevant affiliate or the Board from amending or terminating any such plan in its sole
and absolute discretion. The terms of each such plan shall govern at all times the Executive’s rights and obligations thereunder.
“Affiliate” refers to any person (as defined in Section 5.3 (Non-Interference)) that controls, is controlled by or under common
control with another person, whether through ownership, by contract or otherwise. For the avoidance of doubt, PVH and the
Company are affiliates.
2.4
Relocation. The Executive shall be eligible to receive PVH’s standard executive-level relocation benefits and up to
three years of PVH’s international local plus benefits, subject to the terms and conditions of PVH’s relocation policy, the
international local plus guidelines, and the Executive entering into a Relocation Repayment Agreement. No relocation benefits will
be paid, nor services provided to the Executive until the Executive has signed and returned the Relocation Repayment Agreement.
For the avoidance of doubt, pursuant to the local plus guidelines, the Executive shall be eligible for house lease cost support (either
directly paid assistance or reimbursed actual cost) of up to €10,000 per month, and coverage of commutation expenses (either paid
directly or reimbursed actual cost) of up to €27,500 annually for travel between Amsterdam and her permanent residence in Sweden,
as well as reimbursement for employment or income tax or similar taxes thereon, as provided in Section 10.4(b) (Liability for
Taxes).
2.5
Expenses. PVH or the Company shall pay or reimburse the Executive for reasonable expenses incurred or paid by the
Executive in the performance of the Executive’s duties in accordance with the policies and procedures of PVH and the Company, as
in effect from time to time. PVH or the Company also shall pay or reimburse the Executive after the commencement of employment
for reasonable legal fees and expenses (including any VAT charges thereon) in an amount not to exceed €9,200 that the Executive
incurs in connection with the review of this Agreement, subject to the delivery of appropriate documentation thereof.
2.6
Holidays. The Executive is entitled to 30 days paid holiday per calendar year based on a full holiday year and fulltime
employment. If the Executive performed work during only a part of the calendar year the number of holiday days shall be calculated
proportionately. In principle, holidays are to be taken in the calendar year in which the entitlement is accrued.
2.7
Paid Statutory Leaves. The Executive also shall be entitled to the paid statutory leaves as included in the Work and
Care Act (Wet arbeid en zorg) and Working Hours Act (Arbeidstijdenwet).
3.
Termination of Employment.
3.1
General. Each of the parties acknowledges and agrees that either party may terminate the Executive’s employment at
any time, for any reason, with or without Cause (as hereinafter defined). Such termination shall be effected by PVH, the Company or
the Executive, as applicable, by giving a Notice of Termination (as hereinafter defined) in the manner provided
5

in Section 3.9 (Notice of Termination) or by reason of the Executive’s death or the Executive reaching the pensionable age. For the
avoidance of doubt, the Executive may terminate the Executive’s employment at any time by voluntary resignation (without Good
Reason (as hereinafter defined)). If termination of employment is effected by the Executive by voluntary resignation (without Good
Reason) or by either party pursuant to Section 3.5 (Termination without Cause by PVH or the Company or for Good Reason by the
Executive), the parties shall observe, a notice period of six months if the Notice of Termination is given by the Executive and 12
months if the Notice of Termination is given by PVH or the Company. The notice period shall commence on the first day of the
calendar month commencing immediately after the calendar month in which the Notice of Termination is deemed given. During the
notice period, the Executive is entitled to Base Salary and all benefits according to the terms and conditions of this Agreement but
PVH or the Company may request that the Executive returns all work equipment (such as mobile, laptop, etc.) without any
compensation and compensation under Plans may not be payable or may no longer accrue.
3.2
Automatic Termination at Pension Age. This Agreement shall end without notice at the end of the calendar month in
which the Executive reaches the pensionable age within the meaning of the Dutch General Old Age Pensions Act (Algemene
Ouderdomswet).
3.3
Accrued Rights. The Executive is entitled upon the termination of employment for any reason to the payment or
provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid
(if any) as of the effective date of termination, (ii) any accrued but unused holidays (i.e., personal time off days and non-statutory
holidays which, for the avoidance of doubt, does not include public holidays) as of the effective date of termination, to the extent
required by applicable law, (iii) all unreimbursed expenses (if any) as of the effective date of termination, subject to Section 2.5
(Expenses), and (iv) other payments, entitlements or benefits, if any, in accordance with terms of the applicable plans, programs,
arrangements or other agreements of PVH or the Company or any affiliate thereof (other than any severance plan or policy) as to
which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the
date of termination, together referred to as “Accrued Rights.”
3.4
Termination for Cause by PVH or the Company. PVH, PVH Europe or the Company shall be entitled to terminate this
Agreement and the Executive’s employment with immediate effect for Cause. Upon such termination, none of PVH, the Company
nor any of their affiliates shall have any further obligation to the Executive hereunder except for the payment or provision, as
applicable, of the Accrued Rights. For the avoidance of doubt, the Executive shall have no right to receive any amounts under any
severance policy of PVH or any of its affiliates, including but not limited to the Company, as then in effect (if any) upon the
Executive’s termination for Cause.
(a)
Definition of Cause. “Cause” as used in this Agreement means: (i) gross negligence or willful misconduct, as
the case may be, (A) in the performance of the material responsibilities of the Executive’s office or position, which results in
material economic harm to PVH, the Company or any of their affiliates or (B) that results in material reputational harm to PVH, the
Company or any of their affiliates; (ii) the willful and continued failure of the Executive to perform substantially the Executive’s
duties as an employee of the Company and in respect of the businesses of PVH and its affiliates (other than any such failure
resulting from incapacity due to physical or mental illness), after a written demand from PVH, PVH Europe or the Company for
substantial performance is delivered to the Executive that specifically identifies
6

the manner in which the notice states that the Executive has not substantially performed the Executive’s duties, and the Executive
has not cured such failure to the reasonable satisfaction of PVH, PVH Europe or the Company, as applicable, within 20 days
following the Executive’s receipt of such written demand; (iii) the Executive is convicted of, or pleads guilty or nolo contendere, or
enters a plea to a similar effect, to a felony or comparable crime within the meaning of applicable law or a crime of moral turpitude;
(iv) the Executive having willfully divulged, furnished or made accessible any Confidential Information (as hereinafter defined) to
anyone other than PVH, the Company and any of their affiliates or their respective directors, officers, employees, auditors and legal
advisors, as appropriate in the ordinary course of business; (v) any act or failure to act by the Executive, which, under the provisions
of applicable law, disqualifies the Executive from acting in any or all capacities in which the Executive is then acting hereunder; (vi)
any material breach of this Agreement, PVH’s Code of Business Conduct and Ethics or any other material Company or PVH policy;
or (vii) any other urgent reason within the meaning of Article 7:677 or 7:678 of the Dutch Civil Code (“DCC”).
(b)
Definition of Willful. For purposes of Section 3.4(a) (Definition of Cause), no act or failure to act on the part of
the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without
reasonable belief that the Executive’s action or omission was in the best interests of PVH or the Company or its affiliates. Any act,
or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Board
or a PVH Executive Officer (as designated by the Board pursuant to Rule 3b-7 of the U.S. Securities Exchange Act of 1934) or
based upon the advice of counsel for PVH, PVH Europe or the Company shall be conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of PVH, the Company and its affiliates.
3.5
Termination without Cause by PVH or the Company or for Good Reason by the Executive. If PVH or the Company
terminates the Executive’s employment without Cause or the Executive terminates the Executive’s employment with PVH or the
Company for Good Reason, the Executive shall be entitled to (i) an aggregate amount (the “Severance Amount”) equal to the sum of
(1) the Base Salary, plus (2) an amount equal to the bonus that would be payable if “target” level performance were achieved under
the annual bonus plan in which the Executive participates (if any) in respect of the fiscal year during which the termination occurs
(or the prior fiscal year, if a bonus opportunity has not been established for the year of termination), subject to compliance by the
Executive with the restrictive covenants in Section 5 of this Agreement; and (ii) the payment or provision of the Accrued Rights. For
purposes of understanding the Severance Amount at the Effective Date, the bonus payable at target level performance performance
for PVH’s 2024 fiscal year is 100% of the Base Salary, as provided in Section 2.2(b) (Fiscal 2024 Bonus). The Severance Amount
shall be deemed to include all statutory severance payments and benefits in connection with the termination of this Agreement. For
the avoidance of doubt, the Severance Amount shall never accumulate with any severance payment such as the fairness
compensation (billijke vergoeding) and the statutory severance payment (transitievergoeding), irrespective of whether the statutory
severance payment is payable to the Executive under the DCC or not. The Severance Amount shall be paid in 12 substantially equal
monthly installment payments and on the same schedule that Base Salary was paid immediately prior to the date of termination of
the Executive’s employment, commencing on the first such scheduled payroll date that occurs on or following the date that is 30
days after the date of termination of employment, subject to the Executive delivering a Settlement Agreement, as defined in and
contemplated by Section 4 (Full and Final Settlement); provided, however, that if
7

the Executive’s termination of employment by PVH or the Company without Cause or by the Executive for Good Reason occurs
within two years after the occurrence of a Change in Control (as defined in the Stock Incentive Plan), then the Severance Amount
shall be paid in a lump sum on the first scheduled payroll date (inaccordance with PVH or the Company’s payroll schedule in effect for the
Executive immediately prior to such termination) that occurs on or following the date that is 30 days after the Executive’s termination of
employment, subject to the Executive delivering a Settlement Agreement.
(a)
Definition of Good Reason. “Good Reason” as used in this Agreement means the occurrence of any of the
following events or circumstances without the Executive’s written consent:
(i)
the assignment to the Executive of any duties inconsistent in any material respect with the Executive’s
position (including status and title), authority, duties or responsibilities as contemplated by Section 1.3 (Position and Duties)
(or following a Change in Control, as in effect immediately prior to such Change in Control), or any other action by the
Company or PVH that results in a material diminution in such position, authority, duties or responsibilities, excluding for this
purpose (1) an isolated, insubstantial or inadvertent action not taken in bad faith, (2) any action that is remedied promptly
after receipt of notice thereof given to PVH or the Company by the Executive and (3) the assignment of additional or
alternate duties or responsibilities to the Executive in connection with the Executive’s professional development or the
reallocation of some of the Executive’s duties or responsibilities to other executives or employees in connection with the
evolution of the Executive’s position;
(ii)
a reduction of the Base Salary, unless the Board imposes similar reductions on base salaries for other
similarly situated executives;
(iii)
the taking of any action by the Company or PVH that substantially diminishes (1) the aggregate value
of the Executive’s total compensation opportunity or (2) the aggregate value of the employee benefits provided to the
Executive, in each case relative to all other similarly situated senior executives pursuant to the Company’s or PVH’s
employee benefit and insurance plans as in effect (or, following a Change in Control, as in effect immediately prior to such
Change in Control);
(iv)
requiring that the Executive’s services be rendered primarily at a location or locations more than 120
kilometers from Amsterdam, where PVH Europe’s headquarters are located, except for travel, and visits to offices and
facilities worldwide operated by PVH, its affiliates and their existing and potential business partners, as reasonably required
for the Executive to perform her duties and responsibilities and to attend to the business of the Company, PVH and their
affiliates; or
(v)
the failure to require any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to the Business (as defined below) to all or substantially all of the business or assets of the Business to assume
expressly and agree to perform this Agreement.
The Executive can only terminate employment for Good Reason if (1) PVH or the Company receives a Notice of
Termination from the Executive within 60 days following the occurrence of the event claimed to give rise to the right to resign for
Good Reason; (2) the
8

Company, PVH or any of their affiliates fail to cure the event constituting Good Reason within 30 days after receipt of the Notice of
Termination; and (3) the Executive terminates the Executive’s employment in writing within 30 days following the expiration of
such cure period; provided, however, that in all cases, the Executive must observe the notice period set forth in Section 3.1
(General), which shall commence on the first day of the calendar month following the month in which the Executive gives the
writing referenced in clause (3) of this paragraph.
3.6
Disability. The Executive’s employment shall be terminable due to the disability of the Executive pursuant to article
7:669, paragraph 3(b) of the DCC (“Disability”). If the Executive’s employment is terminated due to the Executive’s Disability, PVH
or the Company shall have no further obligation to the Executive hereunder except for (i) the payment of statutory severance
(transitievergoeding) and (ii) the payment or provision of the Accrued Rights.
3.7
No Severance for Certain Sales. Notwithstanding anything in this Agreement to the contrary and whether the
Executive’s employment may be deemed to be terminated under applicable law or otherwise, the Executive’s employment hereunder
shall not be deemed terminated and the Executive shall not be entitled to the Severance Amount if the subsidiary, business or
operating unit or division in which the Executive is then employed (the “Business”) is sold, spun off or otherwise disposed of by
PVH or the Company, regardless of the form or nature of such transaction, and either (a) the Executive continues employment in
substantially the same or a greater capacity in regard to the Business as immediately prior to the transaction, regardless of the terms
of such employment, or (b) the Executive is offered continued employment in connection with such transaction (whether or not the
Executive accepts the offer) and either (i) this Agreement is to be assumed by the acquirer of the Business or is to be continued as a
result of a transaction involving a change in control of the entity then employing the Executive or (ii) the Executive is offered
employment in substantially the same or a greater capacity in regard to the Business and (A) the Executive’s base salary is no less
than the Base Salary then in effect and (B) all other compensation and benefits offered to the Executive are consistent with similarly
situated executives with the new employer (including in comparable affiliates).
3.8
Garden Leave. If a Notice of Termination is delivered, the Executive hereby irrevocably consents to PVH or the
Company relieving the Executive of the Executive’s duties with immediate effect. The Executive shall remain at PVH’s, PVH
Europe’s or the Company’s disposal during the notice period, and for up to the same amount of time as required for the performance
of the Executive’s duties hereunder prior to the delivery of the Notice of Termination, to carry out such duties within the Executive’s
competence, as PVH, PVH Europe or the Company deem fit. PVH, PVH Europe and the Company are entitled to permanently
require the Executive not to perform any work for the Company, PVH or any of their other affiliates.
3.9
Notice of Termination. Any termination of the Executive’s employment other than by reason of the Executive’s death
or reaching the pensionable age shall be communicated by a Notice of Termination to the other party hereto given in accordance
with Section 7.1 (Notices). “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so indicated, and (iii) the applicable date of termination,
taking into account any required notice period.
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3.10 Resignation. Upon termination of the Executive’s employment for any reason, the Executive agrees to resign, effective
as of the date of the Notice of Termination (or any such later date as PVH or the Company may request), from any and all positions
that the Executive holds with PVH or any of its affiliates, including the Company, and the board of directors, supervisory board or
similar body (and any committees thereof) of PVH and any of its affiliates.
4.
Full and Final Settlement.
4.1
Liquidated Damages; Settlement Agreement. The amounts paid to the Executive pursuant to Section 3.5 (Termination
without Cause by PVH or the Company or for Good Reason by the Executive) shall be in full and complete satisfaction of the
Executive’s rights under this Agreement and any other claims the Executive may have with respect to the Executive’s employment
by PVH and its affiliates and the termination thereof, other than as expressly provided in Section 2.2 (Incentive and Bonus
Compensation). Such amounts shall constitute liquidated damages with respect to any and all such rights and claims. In
consideration of the Executive’s receipt thereof, the Executive shall enter into a settlement agreement with PVH or the Company
within the meaning of Article 7:900 of the DCC, which shall also constitute a termination agreement within the meaning of Article
7:670b of the DCC (a “Settlement Agreement”) and shall accrue to the benefit PVH, the Company and their affiliates.
5.
Restrictive Covenants. For purposes of this Section 5 (Restrictive Covenants), all references to the Company shall be deemed
to refer to the Company, PVH and their affiliates, including, without limitation, PVH Europe. The Executive acknowledges and
agrees that she is obligated to bring the provisions of this Section 5 (Restrictive Covenants) to the attention of any person (as defined
in Section 5.3 (Non-Interference)) who may at any time before or after the termination of the Executive’s employment under this
Agreement offer to employ or otherwise engage the Executive (directly or indirectly) for services and for, with or to whom the
Executive intends to work or otherwise provide services, to the extent such provisions remain in effect at the time the Executive
commences discussions regarding the Executive’s provision of services to such person.
5.1
Confidentiality. The Executive recognizes that any knowledge and information of any type whatsoever of a
confidential nature relating to the business of the Company, including, without limitation, all types of trade secrets, vendor and
customer lists and information, employee lists and information, consumer data, information regarding product development,
marketing plans, management organization information, operating policies and manuals, sourcing data, performance results, business
plans, financial records, network configuration and architecture, proprietary software, and other financial, commercial, business and
technical information (collectively, “Confidential Information”), must be protected as confidential, not copied, disclosed or used,
other than for the benefit of the Company, at any time. The Executive acknowledges and agrees that Confidential Information shall
be considered to be a trade secret within the meaning of article 1 of the Dutch Trade Secrets Act (Wet Bescherming
Bedrijfsgegevens). The Executive further agrees that during the Employment Period and thereafter the Executive shall not divulge to
anyone (other than the Company or any person employed or designated by the Company), publish or make use at any time of any
Confidential Information without the prior written consent of the Company (in its sole and absolute discretion), except (i) as (and
only to the extent) required by an order of a court having competent jurisdiction or under subpoena from an appropriate government
agency and then only after providing the Company with the reasonable opportunity to prevent suchdisclosure or to
10

receive confidential treatment for the Confidential Information required to be disclosed, (ii) with respect to any litigation, arbitration or
mediation involving this Agreement, including, but not limited to the enforcement of this Agreement or (iii) as to Confidential Information that
becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 5.1
(Confidentiality). The Executive further agrees that following the termination of the Employment Period for whatever reason, (A) the Company
shall keep all tangible property assigned to the Executive or prepared by the Executive and (B) the Executive shall not
misappropriate or infringe upon the Confidential Information (including the recreation or reconstruction of Confidential Information
from memory).
5.2
Public Comment. The Executive, during the Employment Period and at all times thereafter, shall not make any
derogatory comment concerning the Company or any of its current or former directors, officers, stockholders or employees,
businesses or brands. Similarly, the then-current members of the ELT shall not make any derogatory comment concerning the
Executive.
5.3
Non-Interference. The Executive acknowledges that information regarding the Company’s business and financial
relations with its vendors, customers and other business partners (“Business Partner Information”) is Confidential Information and
proprietary to the Company and that any interference with such relations based directly or indirectly on the use of such information
would cause irreparable damage to the Company. The Executive acknowledges that by virtue of the Executive’s employment with
the Company, the Executive may gain knowledge of Business Partner Information and that the Executive would inevitably have to
draw on Business Partner Information and on other Confidential Information if the Executive were to solicit or service the
Company’s vendors, customers and other business partners (collectively, “Business Partners”) on behalf of a competing business
enterprise. The Executive agrees that during the Restricted Period (as hereinafter defined), the Executive will not, on behalf of the
Executive or any other individual, company, partnership, corporation or other entity (each, a “person”), other than the Company,
directly or indirectly do business with, solicit the business of, or perform any services for any actual Business Partner, any person
that has been a Business Partner within the 12-month period preceding such termination or any prospective Business Partner that
was actively solicited within such 12-month period preceding the termination of employment and as to whom or which the
Executive provided any services or as to whom or which the Executive has knowledge of Business Partner Information or
Confidential Information. The foregoing restrictive covenant shall only apply to business activities engaged in by the Executive on
behalf of the Executive or any other person that are in competition with either (i) the businesses or products of the Company as of
the Executive’s date of termination or (ii) any business that the Company is planning to engage in or products that the Company is
planning to develop or launch. The Executive further agrees that, during the Employment Period and the Restricted Period, the
Executive will not, directly or indirectly, seek to encourage or induce any such Business Partner to cease doing business with, or
lessen its business with, the Company, or otherwise interfere with or damage (or attempt to interfere with or damage) any of the
Company’s relationships with its Business Partners, except in the ordinary course of the Company’s business. If the Executive does
not observe the full notice period set forth in Section 3.1 (General), then, for purposes of this Section 5.3 (Non- Interference), the
Restricted Period shall be extended for a period of time equal to the period during which the notice period was not observed by the
Executive.
11

5.4
Non-Competition Restriction. The Executive agrees that, during the Employment Period and the Restricted Period, the
Executive shall not, without the prior written consent of PVH, directly or indirectly, on the Executive’s behalf or on behalf of any
other person, firm, corporation, association or other entity, as an employee, director, investor, advisor, partner, consultant or
otherwise, engage in any business of, provide services to, enter the employ of, or have any interest in, any other person, firm,
corporation or other entity anywhere in the world that is engaged in a business that is in competition with either (i) the businesses or
products of the Company, PVH or any of their affiliates as of the Executive’s date of termination or (ii) any business that the
Executive knows that the Company, PVH or any of their affiliates is actively planning to engage in or products that the Company,
PVH or any of their affiliates is actively planning to develop or launch (collectively, “Competing Companies”). Nothing included in
this Section 5.4 (Non-Competition Restriction) shall restrict the Executive from owning, for personal investment purposes only, less
than 5% of the voting stock of any publicly held corporation or 2% of the ownership interest in any non-publicly held company,
provided that the Executive has no connection or relationship with the issuer of such securities other than as a passive investor. If the
Executive does not observe the full notice period set forth in Section 3.1 (General), then, for purposes of this Section 5.4 (Non-
Competition), the Restricted Period shall be extended for a period of time equal to the period during which the notice period was not
observed by the Executive.
5.5
Non-Solicitation of Employees. The Executive agrees that during the Employment Period and the Restricted Period,
the Executive shall not hire or solicit to hire, whether on the Executive’s own behalf or on behalf of any other person (other than the
Company), any employee of the Company or any individual who had left the employ of the Company within 12 months of the
termination of the Executive’s employment with the Company (each, a “Relevant Employee”). Furthermore, during the Employment
Period and the Restricted Period, the Executive will not, directly or indirectly, encourage or induce any employee of the Company to
leave the Company’s employ, except in the ordinary course of the Company’s business. Without limiting the generality of the
foregoing, the Executive agrees that during the Restricted Period, the Executive shall (i) respond to any unsolicited request from any
Relevant Employee by stating that the Executive is prohibited from discussing job opportunities or career paths during the Restricted
Period; (ii) not discuss any career opportunities with any Relevant Employee; (iii) not contact a Relevant Employee in order to
persuade the employee to re-consider employment with the Company; and (iv) not be involved in any manner in the application
process of any Relevant Employee with any person who, after the Employment Period, employs the Executive or to whom the
Executive provides services. If the Executive does not observe the full notice period set forth in Section 3.1 (General), then, for
purposes of this Section 5.5 (Non-Solicitation of Employees), the Restricted Period shall be extended for a period of time equal to
the period during which the notice period was not observed by the Executive.
5.6
Penalty. The Executive acknowledges and agrees that in case of a breach of any of the covenants and obligations of the
Executive set forth in Section 5.1 (Confidentiality), Section 5.3 (Non-Interference), Section 5.4 (Non-Competition Restriction) or
Section 5.5 (Non-Solicitation of Employees), the Executive shall owe to the Company, without any requirement for the Company to
make a demand for performance, a one-time penalty of €50,000, to be increased by a penalty of €5,000 for each day, including a
portion of a day, that the breach continues, subject to a maximum aggregate penalty equal to two times the highest Base Salary in
effect during the Employment Period. The Company shall be entitled to the penalty without prejudice to any claim for the specific
performance of the covenants and obligations set out in this
12

Section 5 (Restrictive Covenants). The Company shall be entitled, in its discretion, to set-off against any amounts payable to the Executive under
this Agreement or otherwise the amount of any penalty owed by the Executive to the Company pursuant to this Section 5.6 (Penalty). The
Company shall have the right to claim damages instead of the aforementioned penalty. Payment of the penalty does not release the Executive
from the obligation to comply with the provisions of this Section 5 (Restricted Covenants).
5.7
Restricted Period. As used herein, “Restricted Period” means the period commencing upon the Effective Date and
ending 12 months following the termination of the Employment Period. Notwithstanding the foregoing, if the Company delivers a
Notice of Termination and, thereafter, the Executive is relieved of all of her duties pursuant to Section
3.8 (Garden Leave), then the Restricted Period shall be reduced by the period of time from the date she no longer is providing
services to and including the last day of the Employment Period; provided, however, in no event shall the Restricted Period be
reduced by more than six months.
6.
Intellectual Property Rights.
6.1
Works for Hire. The Executive agrees that all marketing, operating and training ideas, sourcing data, processes and
materials, including all inventions, discoveries, improvements, enhancements, written materials and development related to the
business of PVH, the Company and their affiliates (“Proprietary Materials”) to which the Executive may have access or that the
Executive may develop or conceive while employed by PVH or any of its affiliates, including the Company, shall be considered
works made for hire for the Company and prepared within the scope of employment and shall belong exclusively to PVH or its
applicable affiliate. PVH and its affiliates, including the Company, shall have a right to freely develop and alter such Proprietary
Materials and to license and assign them to third parties.
(a)
Pre-Employment Intellectual Property. Any marketing, operating or training ideas, sourcing data, processes or
materials, including any inventions, discoveries, improvements, enhancements, written materials or developments in whatever form
that can be demonstrated were developed by or were in the possession of the Executive before commencing employment with the
Company and, to the extent that they are not used in the business of PVH, the Company or their Affiliates, shall not be deemed to be
Proprietary Materials under this Section 6 (Intellectual Property Rights).
(b)
Freedom to Conduct Business. For the avoidance of doubt, nothing herein shall prevent:
(i)
the Executive from conducting business and performing her duties and responsibilities for herself, any
other individual or any entity after leaving her employment with PVH, the Company and their Affiliates in the same manner
as she conducted business and performed duties and responsibilities before her employment hereunder; and
(ii)
PVH, the Company and their affiliates from conducting their businesses and using process and
procedures after the Employment Period that were put into place by the Executive at any time during the Employment
Period.
6.2
Assignment of Proprietary Materials. Any Proprietary Materials developed by the Executive that, under applicable law,
may not be considered works made for hire, are hereby assigned to the Company without the need for any further consideration, and
the Executive agrees
13

to take such further action, including executing such instruments and documents as the Company may reasonably request, to evidence such
assignment.
6.3
Execution of Deeds and Documents. The Executive agrees and undertakes without any additional compensation to
execute all such deeds and documents that, in the Company’s sole and absolute discretion, are necessary or desirable in order for the
Company to protect, register, maintain and in any other way fully enjoy the rights referred to under this Section 6 (Intellectual
Property Rights). For purposes of this Section 6 (Intellectual Property Rights), all references to the Company shall be deemed to
refer to PVH and its affiliates, including, without limitation, PVH Europe.
(a)
Insofar as permitted by law, the Executive hereby waives all of their personal and moral rights (including the
right to have one’s name stated pursuant to the Dutch Copyright Act of 1912 (Auteurswet 1912)). To the extent that the Executive
retains any such personal and moral rights under applicable law, the Executive hereby consents to any action that may be taken with
respect to such rights by or on behalf of the Company and agrees not to assert any personal and moral rights with respect thereto.
(b)
The Executive acknowledges that their salary includes reasonable compensation for the works made for hire
and any assignment of intellectual and industrial property rights referred to under this Section 6 (Intellectual Property Rights).
6.4
Additional jobs/employment. During this Agreement, the Executive must refrain from undertaking or holding any side-
activities or additional posts, paid or unpaid, without PVH’s prior written consent, regardless of whether PVH is either partly or fully
aware of such activities, such consent not to be unreasonably withheld. In addition the Executive agrees and acknowledges that she
is subject to the PVH Conflict of Interest Policy at all times.
7.
Personal Data. As an employer, the Company shall collect some of the Executive’s personal data and shall be responsible for
its protection. Reference is made to the PVH Associates Privacy Policy & Personal Data Use Notice of which the Executive
acknowledges having received a copy, where more information can be found on how PVH and the Company use the personal data it
collects from associates during their employment with PVH or any of its affiliates, as well as who has access to it.
8.
PVH Employee Handbook and PVH Global Policies.
The Executive acknowledges having received a copy of the PVH Employee Handbook and the PVH global policies (including, but
not limited to, the Code of Business Conduct and Ethics, the Insider Trading Policy, the Confidentiality of Information Policy, the
Global Anti- Harassment Policy and the Conflict of Interest Policy), and to have accepted and agreed to comply therewith. The
provisions of the PVH Employee Handbook and the PVH global policies as they apply from time to time form an integral part of
this Agreement. PVH reserves the right to unilaterally amend the content of the PVH Employee Handbook and the PVH global
policies.
Any exception to the rules of the PVH Employee Handbook or the PVH global policies shall only be valid if confirmed in writing by
an authorized representative of PVH or the Company.
14

9.
Clawback/Recoupment.
Notwithstanding any other provision in this Agreement to the contrary, any compensation paid to the Executive pursuant to this
Agreement or any other agreement or arrangement with PVH or the Company shall be subject to (i) any “clawback” or recoupment
policy that is applicable to the Executive and other designated senior executives of PVH or any of its affiliates, or that is adopted to
comply with any applicable law, rule or regulation, or any other requirement, or
(ii) any law, rule, requirement or regulation which imposes mandatory recoupment, under circumstances set forth in such law, rule,
requirement or regulation.
10.
Miscellaneous.
10.1 Notices. Any notices to be given under this Agreement shall be in writing and delivered personally or sent by
international courier, signature required, or registered or certified mail, return receipt requested, costs paid by the sender as follows:
(a)
If to the Executive, addressed to the Executive at the address then shown in the Executive’s employment
records;
(b)
If to PVH at: PVH Corp.
285 Madison Avenue
New York, New York 10017
Attention: Executive Vice President, General Counsel and Secretary
Any party may change the address to which notices are to be sent by giving notice of such change of address to the other
party in the manner provided above for giving notice. Notice shall be deemed given when delivered personally or when signed for.
10.2 Severability. The invalidity of any one or more provisions of this Agreement or any part thereof shall not affect the
validity of any other provision of this Agreement or part thereof. In the event that one or more provisions contained herein shall be
held to be invalid, this Agreement shall be reformed to make such provisions enforceable.
10.3 Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement.
10.4 Taxes.
(a)
Withholding. Any payments provided for under this Agreement shall be reduced by any taxes or other amounts
required to be withheld by PVH, the Company or any of its affiliates.
(b)
Liability for Taxes. Any benefits provided hereunder shall be subject to taxation if and to the extent provided
from time to time under applicable employment or income tax laws or similar statutes or other provisions of law then in effect and
shall be the responsibility of the Executive, except that the Company shall reimburse the Executive for employment or
15

income tax or similar taxes on amounts paid on behalf of the Executive or reimbursed to the Executive pursuant to, and subject to the
terms of, PVH’s relocation policy and its international local plus guidelines.
10.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
All Plans shall be governed by the law stated therein or, if no governing law is identified, then by the law of the jurisdiction of
organization of PVH or the PVH affiliate that adopted the Plan.
10.6 Consent to Jurisdiction. The Executive acknowledges and agrees that their employment hereunder is principally in the
Netherlands and that the application of Dutch law, as provided in Section 11.5 (Governing Law) is fair and appropriate. The
Executive further consents to the jurisdiction of the courts of the Netherlands in any judicial proceeding brought against the
Executive with respect to this Agreement.
10.7 Amendment. This Agreement may be amended, supplemented or otherwise modified by a written document executed
by the parties hereto or their respective successors or assigns.
10.8 Unilateral Amendment. PVH or its affiliates are entitled to unilaterally amend this Agreement, including all the
documents constituting part thereof, if it has a substantial interest in such amendment(s) that outweighs the interests of the Executive
(which may be adversely affected by such amendment(s)) in accordance with the standards of reasonableness and fairness.
10.9 No Collective Labour Agreement. No collective labour agreement (CAO) is applicable to this Agreement.
10.10 Entire Agreement. This Agreement contains the entire understanding, and cancels and supersedes all prior agreements,
including, without limitation, the Existing Agreement and addenda, and any agreement in principle or oral statement, letter of intent,
statement of understanding or guidelines of the parties hereto with respect to the subject matter hereof. Notwithstanding the
foregoing, this Agreement does not cancel or supersede the Plans.
10.11 Counterparts. This Agreement may be executed in counterparts, signatures may be electronically inserted and
signatures may be exchanged by electronic transmission, all of which, taken together, shall constitute the original single Agreement,
binding in accordance with its terms.

16

PVH Corp.
By: /s/ Mark D. Fischer    
Name: Mark D. Fischer
Title: Executive Vice President
Date: October 6, 2023
Place: Armonk, NY, USA

EXECUTIVE
/s/ Lea Rytz Goldman    
Lea Rytz Goldman
Date: October 6, 2023
Place: London
17

EXHIBIT 19
PVH CORP.
INSIDER TRADING POLICY
(Effective March 14, 2025)
1.0 GENERAL
1.1    The purchase and sale of securities while in possession of “material nonpublic information” (also referred to as “inside information”) relating to the issuer of
such securities is prohibited under Federal securities law. This includes material nonpublic information of any other company obtained in the course of
employment or other service. In addition, Federal securities law prohibits the selective disclosure of such information to others who may trade on the
information.
1.2    In the course of performing their duties, directors, officers and associates of PVH Corp. have access to material nonpublic information about PVH or PVH’s
businesses and may also have access to material nonpublic information about other companies.
1.3    In keeping with the high ethical and legal standards to which the officers, directors and associates of PVH have committed themselves, the Company has
adopted this policy statement to ensure that each director, officer and associate of PVH complies with the Company’s standards and applicable laws, rules and
regulations in relation to the purchase and sale of the Company’s securities and those of other issuers.
1.4    Violation of the policies set forth in this policy statement may subject directors, officers and associates of PVH both to civil liability and criminal penalties,
as well as disciplinary action by PVH, up to and including dismissal.
2.0 STATEMENT OF POLICY
2.1        No director, officer or other associate of PVH may transact in securities of the Company while in the possession of material nonpublic information.
Additionally, no director, officer or other associate of PVH may transact in securities of any other company while in the possession of material nonpublic
information about that company or that would reasonably be expected to impact the market price of the securities of that company that was obtained in the
course of their employment with or other service to PVH. In addition, it is PVH’s policy that PVH will not transact in its securities in violation of applicable
securities laws or stock exchange listing standards.
2.1.1 Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision.
Examples of material information include information regarding:
•
earnings;
•
mergers, acquisitions, divestitures, tender offers, joint ventures and significant changes in assets;
•
changes in control;
•
changes in directors or senior executive officers;
•
events regarding the Company’s securities (such as repurchase plans, stock splits, changes in dividends, and public or private sales of additional
securities); and
•
bankruptcies or receiverships.
These examples are not exhaustive of the information or events that may be material and a broad view of the term should be taken. Material information can
be positive or negative.
2.1.2 Information is “nonpublic” if it has not been disseminated in a manner making it available to investors generally. The public release alone of such
information is not sufficient, as the information must be in the public domain for a sufficient amount of time for it to be absorbed by investors. Typically, one
full business day is sufficient but the time can vary depending on factors such as the nature of the information and the means of disclosure.

2.2    The restrictions in this policy statement apply to a person’s spouse, minor children and anyone else living in his or her household, any family members who
do not live in his or her household but whose securities transactions are directed by that person or are subject to that person’s influence or control (such as
parents or children who consult with that person before they trade in securities), partnerships in which he or she is a general partner, trusts of which he or she
is a trustee, and estates of which he or she is an executor. Directors, officers and other associates are responsible for compliance with this policy statement by
such other persons.
2.3    The prohibitions on stock transactions include:
•
open market purchases and sales of stock;
•
gifts of securities or any charitable contribution (including to a charitable trust account) if the person making the gift has reason to believe that
the recipient intends to sell the securities while the person making the gift is aware of material non-public information or during a blackout
period;
•
changes to the contribution rate or fund elections under any of the Company’s Associates Investment Plans (i.e., its 401(k) plans – collectively,
the “AIP”) if a person is increasing his or her investment in, or wishes to begin investing in, the PVH Stock Fund investment option in the AIP
or phantom stock in the Company’s Supplemental Savings Plan (“SSP”);
•
the movement of funds into and out of the PVH Stock Fund investment option under the AIP or phantom stock under the SSP;
•
the taking of loans or in-service withdrawals from the AIPs if a person is invested in the PVH Stock Fund; and
•
the sale of stock to pay the exercise price of stock options or to satisfy tax obligations upon the vesting of restricted stock units (“RSUs”),
performance share unit awards (“PSUs”) or other stock awards.
For this reason, persons subject to the regular quarterly trading blackouts (see 3.1.1 and 3.1.2 below) may want to consider entering into a sales plan under
Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as discussed in 2.5 below. The prohibitions do not
include:
•
changes to contributions for persons not invested in, and not seeking to invest in, the PVH Stock Fund investment option in the AIP or phantom
stock in the SSP;
•
decreases (but not other changes) in the level of contributions to the AIP generally or the PVH Stock Fund specifically, for persons investing in
the PVH Stock Fund investment option in the AIP;
•
decreases (but not other changes) in the level of contributions to the SSP generally or phantom stock specifically, for persons investing in
phantom stock through the SSP;
•
exercises of stock options granted under the Company’s stock plans, so long no stock is sold to pay the exercise price for the options being
exercised and the stock received upon exercise is held and not sold until a time when the optionee is not in possession of material nonpublic
information; and
•
PVH’s withholding of stock to satisfy tax obligations upon the vesting of RSUs, PSUs or other stock awards.
2.4    Transactions that are “small”, that are believed to be opposite of the way the material nonpublic information is expected to move the stock price (i.e., sales
when the seller believes the material nonpublic information will cause the stock price to rise or purchases when the purchaser believes such information will
cause the stock price to decrease) and sales that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency
expenditure) are not generally considered to be exceptions to the law and, as such, are not permissible under the policies set forth herein. Although a
transaction made as a result of an emergency situation is not generally considered to be an exception to the law, directors, officers and other associates of the
Company may seek approval to engage in such a transaction if fully discussed with and cleared by PVH’s General Counsel and any other appropriate officer.
Any such clearance is not legal advice that the transaction is in compliance with applicable law. Remember, hindsight is 20-20 and securities transactions, if
they become subject to regulatory restrictions, will be viewed after-the-fact with the benefit of what actually happened to the Company or the stock.
2

2.5    Transactions effected pursuant to properly adopted sales plans permitted under Exchange Act Rule 10b5-1 are not subject to the trading prohibitions
included in this policy statement. All persons desiring to put such a plan in effect must receive clearance to do so through the Chief Executive Officer and the
General Counsel of PVH.
2.6    The Company’s directors and “Section 16 officers” (i.e., officers that are required to make filings pursuant to Section 16 of the Exchange Act, as identified
by the Company) are prohibited under Section 16(b) of the Exchange Act from engaging in an open market purchase and an open market sale (or vice versa)
of PVH stock within six months of each other. Because this type of short-term trading of Company securities may be distracting to associates and may unduly
focus an associate on the Company’s short-term stock market performance instead of the Company’s long-term business objectives, associates not subject to
the prohibitions set forth in Section 16(b) should limit the frequency of buying and selling for short-term profits.
2.7       The Company’s directors and Section 16 officers are prohibited under Section 16(c) of the Exchange Act from engaging in short sales of Company
securities. Short sales evidence an expectation on the part of the seller that the securities will decline in value and, therefore, signal to the market that the
seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s
performance. For these reasons, associates not subject to Section 16 should also refrain from short sales of Company securities.
2.8    The Company’s directors and Section 16 officers are prohibited from holding Company securities in a margin account or pledging Company securities as
collateral for a loan. Other associates should be aware of the implications of holding Company securities in a margin account or pledging Company securities
as collateral for a loan. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin
call. Securities pledged (or “hypothecated”) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. As a result, a margin sale
or foreclosure sale may occur at a time when the associate is prohibited from trading in Company securities, thus resulting in a violation of the policies set
forth herein and, possibly, Federal securities laws.
2.9    No director, officer or other associate of PVH may engage in hedging, monetization or similar transactions involving the Company’s securities, including,
without limitation, options, warrants and other instruments convertible into PVH common stock or other securities of the Company. Hedging, monetization
and similar transactions are typically intended to allow the holder to lock in all or a portion of the value of his or her stock holdings (including the value of
unvested or unexercised equity awards, such as stock options and RSUs), often in exchange for all or part of the potential for upside appreciation in the stock.
These transactions allow the holder to continue to own the covered securities but without the full risks and rewards of ownership or the intended incentive
effect of equity awards. As a result, the holder may no longer have the same objectives as the Company’s other stockholders and equity awards may no longer
bear the incentive for performance for which they are intended. The foregoing prohibition is intended to make certain that the interests of the Company’s
directors, officers and associates remain aligned with those of stockholders and recipients of equity awards continue to have the incentive to execute the
Company’s long-term plans and oversee faithfully the Company’s performance for which the awards are intended.
2.10    No director, officer or other associate of PVH may disclose to others material non-public information about PVH, PVH’s businesses or any other company
acquired in performing his or her duties. The foregoing prohibition applies whether or not one derives, or even intends to derive, any profit or other benefit
from such disclosure or the actions of the person to whom the information is disclosed.
The policies set forth in this policy statement continue to apply after a director, officer or other associate terminates employment or service with PVH to the
extent that such person is in possession of material inside information at the time of termination. The prohibitions remain applicable until the applicable
information becomes public or ceases to be material.
3

3.0 PROCEDURES
3.1    The Company’s directors and senior executives (including, but not limited to, Section 16 officers), because of their position with PVH and their access to
certain information, must clear all transactions in Company stock – purchases, sales, transfers of funds in and out of the PVH Stock Fund, etc. – through
PVH’s General Counsel. Pre-clearance is also required for associates in the corporate controller’s office, as well as all other associates who have access to the
information contained in the financial results. This is intended to avoid inadvertent violations of the policies and laws discussed in this policy statement, as
well as to assist the directors and Section 16 officers of the Company in ensuring that their transactions comply with Section 16 and are timely reported. As
with the policies set forth in the Statement of Policy set forth above, this requirement extends to the spouse, minor children and other persons living in the
household of each such person, any family members who do not live in his or her household but whose securities transactions are directed by the director or
officer or subject to that director’s or officer’s influence or control, partnerships in which such persons are a general partner, trusts of which they are a trustee
and estates of which they are an executor. Any advice given will relate solely to the restraints imposed by law and will not constitute investment advice, nor a
legal opinion that the transaction will or will not violate applicable law.
3.1.1    Although all trades by the Company’s directors, senior executives and other associates identified in the immediately preceding paragraph are subject
to the preclearance requirement discussed in such paragraph, it should be noted that a blackout period covering such persons will always be in effect in
advance of the release of annual and quarterly financial results. The blackout period for earnings typically commences two weeks before the end of each
fiscal quarter but may vary for numerous reasons, as discussed below. Such blackouts will end one full business days after the release of such results. No
trading may take place during the blackout period. The beginning of the blackout period depends on factors such the Company’s actual performance against
projections, to the extent known prior to the end of the quarter, any updates on earnings publicly disclosed by the Company and factors in the marketplace
and the Company’s industry generally.
3.1.2    The Company may also impose blackout periods during which directors, senior executives and other associates will be prohibited from trading in
Company stock if the Company is in possession of material non- public information to which such persons have, may have, or may be perceived to have
access.
3.1.3    The Company may not purchase its common stock on the open market during any blackout period referred to in the preceding paragraphs except
pursuant to a plan adopted in accordance with Exchange Act Rule 10b5-1.
3.2    Any associate who is uncertain as to whether any news, development or other information would be considered material, or who otherwise has questions
about whether he or she should be engaged in the trading of Company securities, may contact PVH’s General Counsel to discuss.
4.0 DISCLOSURE OF MATERIAL INFORMATION

4.1    It is the general policy of PVH that any material news affecting its financial position and businesses be released as soon as practicable. In this regard, the
Company is subject to the disclosure rules of the New York Stock Exchange, where its securities are traded, as well as under the Exchange Act and the rules
and regulations of the Securities and Exchange Commission promulgated thereunder. These rules and regulations require, in part, the prompt release of
information concerning matters such as mergers, acquisitions, earnings, stock splits, dividends, new products, and major management and policy changes,
and also regulate the manner of disclosure and types of information that may be disclosed in a non-public manner to analysts, representatives of brokerage
and investment firms and funds, and others in the financial and investment industries. The Company’s policy statement regarding such disclosures is entitled
“Information Disclosure Policy.”
Consistent with the Information Disclosure Policy and this policy statement, directors, officers and other associates of PVH must take appropriate measures
to restrict access to, and disclosure of, material non-public information. Directors, officers and other associates also should not discuss internal matters with
anyone outside the Company (including family members), except as required in the performance of his or her duties.
4

EXHIBIT 21
PVH CORP. SUBSIDIARIES
The following table lists all of the subsidiaries of PVH Corp. and the jurisdiction of incorporation of each subsidiary. Each subsidiary does
business under its corporate name indicated in the table.
Name
State or Other Jurisdiction of
Incorporation
Area 52 Innovation B.V.
Netherlands
Calvin Klein Europe B.V.
Netherlands
Calvin Klein Jeanswear Company
Delaware
Calvin Klein, Inc.
New York
CK Jeanswear Australia Pty Limited
Australia
CK Logistics B.V.
Netherlands
CK Underwear Australia Pty Limited
Australia
CKJ Holdings, Inc.
Delaware
Cluett, Peabody & Co., Inc.
Delaware
Confezioni Moda Italia S.r.l.
Italy
Designer Holdings Ltd.
Delaware
Gazal Apparel Pty Limited
Australia
Gazal Clothing Company Pty Limited
Australia
Gazal Corporation Pty Limited
Australia
PVH (India) Ltd.
British Virgin Islands
PVH (Macao) Company Limited
Macao
PVH Asia Limited
Hong Kong
PVH B.V.
Netherlands
PVH Belgium BV
Belgium
PVH Brands Australia Pty Limited
Australia
PVH Brands Austria GmbH
Austria
PVH Brands Belgium BV
Belgium
PVH Brands Croatia d.o.o.
Croatia
PVH Brands Czechia s.r.o.
Czech Republic
PVH Brands Denmark ApS
Denmark
PVH Brands Europe B.V.
Netherlands
PVH Brands Germany GmbH
Germany
PVH Brands Ireland Limited
Ireland
PVH Brands Luxembourg S.a.r.l
Luxembourg
PVH Brands Netherlands B.V.
Netherlands
PVH Brands NZ Limited
New Zealand
PVH Brands Poland Sp. z o.o
Poland
PVH Brands Sweden AB
Sweden
PVH Brands Switzerland Gmb
Switzerland
PVH Canada, Inc.
Canada
PVH Commerce (Shanghai) Company Limited
China
PVH Commercial Malaysia Sdn Bhd
Malaysia
PVH Dongguan Trading and Services Company Limited
China
PVH Europe B.V.
Netherlands

Name
State or Other Jurisdiction of
Incorporation
PVH Far East Limited
Hong Kong
PVH Finland OY
Finland
PVH France SAS
France
PVH Gift Card Company LLC
Virginia
PVH gTLD Holdings LLC
Delaware
PVH Guam, Inc.
Delaware
PVH Heritage Brands Australia Pty Limited
Australia
PVH Hong Kong Limited
Hong Kong
PVH International B.V.
Netherlands
PVH Italia S.r.l.
Italy
PVH Japan Ltd.
Japan
PVH Kenya Limited
Kenya
PVH Korea Co., Ltd.
Korea
PVH Management Consultant (Shanghai) Ltd.
China
PVH MEA FZE
Dubai
PVH Neckwear, Inc.
Delaware
PVH Norge AS
Norway
PVH Puerto Rico LLC
Delaware
PVH Puerto Rico, Inc.
Delaware
PVH Realty Corp.
Delaware
PVH Retail Stores LLC
Delaware
PVH Services India Private Limited
India
PVH Services Vietnam Limited Liability Company
Vietnam
PVH Shanghai Co. Ltd.
China
PVH Singapore Private Limited
Singapore
PVH Socks, Inc.
Delaware
PVH Stores Portugal, Unipessoal Lda.
Portugal
PVH Stores Spain Moda, S.L.
Spain
PVH Turkey Sourcing Isletme Destek Hizmetleri Limited Sirketi
Turkey
PVH UK Group Limited
United Kingdom
PVH Wholesale Corp.
Delaware
PVH Wholesale New Jersey, Inc.
Delaware
Stitch Digital BV
Netherlands
Sunshine A Pty Ltd.
Australia
Sunshine B Pty Ltd.
Australia
TH Asia Limited
Hong Kong
TH Australia Holding Pty Limited
Australia
The Warnaco Group, Inc.
Delaware
Tommy Hilfiger (HK) Limited
Hong Kong
Tommy Hilfiger (Shanghai) Apparel Co. Ltd.
China
Tommy Hilfiger Europe B.V.
Netherlands
Tommy Hilfiger Licensing B.V.
Netherlands
Tommy Hilfiger Licensing LLC
Delaware
Tommy Hilfiger Marka Dagitim Ve Ticaret Anonim Sirketi
Turkey

Name
State or Other Jurisdiction of
Incorporation
Tommy Hilfiger Retail, LLC
Delaware
Tommy Hilfiger Stores Norge AS
Norway
Tommy Hilfiger Trading (Shanghai) Co., Limited
China
Tommy Hilfiger U.S.A. Inc.
Delaware
True & Co. Delaware
Delaware
Warnaco Apparel SA (Proprietary) Limited
South Africa
Warnaco Inc.
Delaware
Warnaco U.S., Inc.
Delaware
WBR Industria e Comercio de Vestuario Ltda.
Brazil
Wellrose Ltd.
Hong Kong
April 1, 2025

EXHIBIT 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(i)    Registration Statement (Form S-8 No. 333-125694) pertaining to the Phillips-Van Heusen Corporation Associates Investment Plan for Residents of
the Commonwealth of Puerto Rico,
(ii)    Registration Statement (Form S-8 No. 333-143921), Registration Statement (Form S-8 No. 333-151966), Registration Statement (Form S-8 No.
333-160382), Registration Statement (Form S-8 No. 333-175240), Registration Statement (Form S-8 No. 333-183800), Registration Statement
(Form S-8 No. 333-186707), Registration Statement (Form S-8 No. 333-206746), Registration Statement (Form S-8 No. 333-220250),
Registration Statement (Form S-8 No. 333-239295) and Registration Statement (Form S-8 No. 333-272823) each of which pertains to the PVH
Corp. Stock Incentive Plan,
(iii)    Registration Statement (Form S-8 No. 333-158327) and Registration Statement (Form S-8 No. 333-259486) each of which pertains to the PVH
Associates Investment Plan, and
(iv)    Registration Statement (Form S-3 No. 333-2728465) of PVH Corp.;
of our reports dated April 1, 2025, with respect to the consolidated financial statements and schedule of PVH Corp. and the effectiveness of internal
control over financial reporting of PVH Corp. included in this Annual Report (Form 10-K) of PVH Corp. for the year ended February 2, 2025.
/s/ Ernst & Young LLP
New York, New York
April 1, 2025

EXHIBIT 31.1
I, Stefan Larsson, certify that:
1.           I have reviewed this Annual Report on Form 10-K of PVH Corp.;
2.           Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual
Report;
3.           Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we have:
a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;
b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
d)           Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Dated:  April 1, 2025
 
/s/ Stefan Larsson
 
Stefan Larsson
Chief Executive Officer

EXHIBIT 31.2
I, Zachary Coughlin, certify that:
1.           I have reviewed this Annual Report on Form 10-K of PVH Corp.;
2.           Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual
Report;
3.           Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we have:
a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this Annual Report is being prepared;
b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, 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;
c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
d)           Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Dated:  April 1, 2025
 
/s/ Zachary Coughlin
Zachary Coughlin
Executive Vice President and

Chief Financial Officer

EXHIBIT 32.1
CERTIFICATE PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of PVH Corp. (the “Company”) for the fiscal year ended February 2, 2025 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Stefan Larsson, Chief Executive Officer of the Company, certify, pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(i)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:  April 1, 2025
By:
/s/ Stefan Larsson
 
Name:
Stefan Larsson
Chief Executive Officer
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2
CERTIFICATE PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of PVH Corp. (the “Company”) for the fiscal year ended February 2, 2025 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Zachary Coughlin, Executive Vice President and Chief Financial Officer of the Company, certify,
pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(i)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: April 1, 2025
By:
/s/ Zachary Coughlin
 
Name:
Zachary Coughlin
Executive Vice President and 

Chief Financial Officer
 
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange Commission or its staff upon request.