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What changed in PVH CORP. /DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PVH CORP. /DE/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+488 added−520 removedSource: 10-K (2025-04-01) vs 10-K (2024-04-02)

Top changes in PVH CORP. /DE/'s 2025 10-K

488 paragraphs added · 520 removed · 378 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

89 edited+30 added−33 removed59 unchanged
Biggest changeDown, polyester and feather duvets, pillows, mattress pads and toppers, and feather beds (United States, Canada & Mexico) MBF Holdings LLC Men’s and women’s Calvin Klein and Calvin Klein Jeans 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.
Biggest changeMen’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 States and Canada).
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 the Van Heusen brand and other licensed brand names.
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.
Approximately 1% of our total associate population is represented for the purpose of collective bargaining by two different unions in the United States. 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.
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.
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, companies and trademarks, license take-backs and licensing opportunities that we believe are additive to our overall business. These could include product category, platform capability expertise, brand positioning and design perspective needs.
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.
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 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.
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 7 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.
Our business depends on our ability to remain competitive in these areas, as well as on our ability to stimulate consumer tastes 10 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.
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.
Our directly operated businesses outside of North 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 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.
The Nominating, Governance & Management Development Committee is charged, in part, with monitoring issues of corporate conduct and culture, and provides oversight of diversity, equity and inclusion policies and programs as it relates to our management development, talent assessment and succession planning programs and processes.
The 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 supply chains).
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 11 supply chains).
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, underwear and sleepwear and boy’s tailored clothing (United States and Canada) G-III Apparel Group, Ltd. / G-III Apparel Canada ULC (1) Men’s and women’s outerwear, luggage, women’s apparel, dresses, suits and swimwear (excluding intimates, sleepwear, loungewear, hats, scarves, gloves and footwear) and men’s and women’s activewear that also bear trademarks associated with professional sports leagues or their member teams, including the National Football League, the National Basketball Association and the National Hockey League (United States and Canada) Handsome Corporation Men’s, women’s and children’s apparel, sportswear, socks and accessories and men’s and women’s outerwear and golf products (South Korea) MBF Holdings 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, 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 (1) Men’s and women’s outerwear, luggage, women’s apparel, dresses, suits and swimwear (excluding intimates, sleepwear, loungewear, hats, scarves, gloves and footwear) and men’s and women’s activewear that also bear trademarks associated with professional sports leagues or their member teams, including the National Football League, the National Basketball Association and the National Hockey League (United States and Canada) Handsome Corporation Men’s, women’s and children’s apparel, sportswear, socks and accessories and men’s and women’s outerwear and golf products (South Korea) MBF Holdings 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.
These five foundational drivers apply to each of our businesses and are activated in the regions to meet the unique expectations of our consumers around the world.
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.
In these arrangements, Calvin Klein combines its design, marketing and branding skills with the specific manufacturing, distribution and geographic capabilities of its partners to develop, market and distribute these goods, most of which are subject to our prior approval and continuing oversight. Calvin Klein has approximately 40 licensing and other arrangements across the Calvin Klein brands.
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.
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; and (ii) in Australia primarily under the Van Heusen brand.
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.
The products sold under the brands include those produced under licenses with third parties for a broad range of lifestyle products, including fragrance, men’s and women’s 4 apparel, home furnishings, footwear, eyewear, watches and jewelry in various countries and regions, as well as for certain territories.
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 4 women’s apparel, home furnishings, footwear, eyewear, watches and jewelry in various countries and regions, as well as for certain territories.
To facilitate talent attraction and retention, we strive to create a strong associate experience and a diverse and inclusive workplace, with opportunities for our associates to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities.
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.
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.
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.
Our key acquisitions include the acquisition of Calvin Klein, Inc. and certain affiliated companies (“Calvin Klein”) in February 2003 (the “Calvin Klein acquisition”), the acquisition of Tommy Hilfiger B.V. and certain affiliated companies (“Tommy Hilfiger”) in May 2010 (the “Tommy Hilfiger acquisition”), and the acquisition of The Warnaco Group, Inc. and its subsidiaries (“Warnaco”) in February 2013 (the “Warnaco acquisition”).
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.
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 over 1,000 factories in approximately 40 countries during 2023.
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.
We also have acquired several regional licensed businesses and will continue to explore strategic acquisitions of licensed businesses, trademarks and companies that we believe are additive to our overall business. We extended in November 2022 most of our licensing agreements with G-III Apparel Group, Ltd.
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.
Sales to our five largest customers were 13.3% of our revenue in 2023, 14.1% of our revenue in 2022 and 15.0% of our revenue in 2021. No single customer accounted for more than 5% of our revenue in 2023, 2022 or 2021.
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.
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 by our licensees, were approximately $9 billion in 2023.
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.
Note 20, “Segment Data,” in the Notes to Consolidated Financial Statements included in Item 8 of this report contains information with respect to revenue, income (loss) before interest and taxes, assets, depreciation and amortization, and capital expenditures related to each segment, as well as information regarding our revenue generated by distribution channel and based on geographic location, and the geographic locations where our net property, plant and equipment is held.
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.
Products are sold globally in our stores, through our wholesale partners (in stores and online), through pure play digital commerce retailers and on calvinklein .com, and principally consist of men’s and women’s sportswear, jeanswear, underwear, swimwear, footwear and accessories .
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 .
Products are sold globally in our stores, through our wholesale partners (in stores and online), through pure play digital commerce retailers and on tommy. com, and principally consist of men’s, women’s and kids’ sportswear, denim, underwear, swimwear, accessories and footwear.
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.
Approximately 34% of our associates are employed in the United States. Approximately 66% of our associates are employed in Company-operated retail stores, 27% are assigned to offices and 7% 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 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.
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 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.
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. 11 Associate Information As of February 4, 2024, we employed approximately 29,000 associates, of which approximately 12,000 associates were employed on a part-time basis.
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.
The United States and other countries in which we sell our products may impose, from time to time, new duties, tariffs, surcharges, or other import controls or restrictions, including the imposition of a “safeguard quota,” or adjust presently prevailing duty or tariff rates or levels. Additionally, other governmental actions, such as the imposition by U.S.
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.
References to a year are to our fiscal year, unless the context requires otherwise. Our 2023 year commenced on January 30, 2023 and ended on February 4, 2024; our 2022 year commenced on January 31, 2022 and ended on January 29, 2023; and our 2021 year commenced on February 1, 2021 and ended on January 30, 2022.
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.
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 and, through the second quarter of 2021, the Heritage Brands Retail segment, which has ceased operations.
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.
Company Overview We are one of the largest global apparel companies in the world. We have approximately 29,000 associates operating in more than 40 countries and generated $9.2 billion, $9.0 billion and $9.2 billion in revenues in 2023, 2022 and 2021, respectively.
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.
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. We, therefore, continuously monitor import restrictions and developments.
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.
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. Diversity, Equity and Inclusion Our culture is grounded in our values.
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.
Our global supply chain teams, offices and buying agents enable us to monitor the quality of the goods manufactured by, and the delivery performance of, our suppliers and work with our global compliance teams to ensure the enforcement of our human rights and labor standards and other code of conduct requirements through our ongoing extensive training, approval and monitoring system.
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.
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 Classic American Cool roots and red, white and blue DNA.
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.
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.
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.
The PVH+ Plan is executed through five key drivers: • Win with product by advancing our category offense with the most compelling products in the market. • Win with consumer engagement using cut through campaigns supercharged by our influencer engine that leverages a powerful network of aspirational talent and by elevating consumer experience. • Win in the digitally-led marketplace by growing our direct-to-consumer channels while strengthening 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.
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.
Upon expiration, we intend to bring most of the licensed product categories in-house and directly operate these businesses. We completed the sale of our Warner’s, Olga and True&Co. women’s intimates businesses, including the related trademarks, to Basic Resources on November 27, 2023 (the “Heritage Brands intimates transaction”).
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”).
The Calvin Klein brands consist of Calvin Klein , Calvin Klein Jeans , Calvin Klein Underwear , Calvin Klein Performance and CK Calvin Klein .
The Calvin Klein brands consist of Calvin Klein , Calvin Klein Jeans , Calvin Klein Underwear and Calvin Klein Sport .
Human Capital Resources We believe that attracting, developing and retaining capable and diverse talent is critical to our long-term success.
Human Capital Resources We believe that attracting, developing and retaining a capable and well-rounded workforce is critical to our long-term success.
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.
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.
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.
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.
References in this report to the brand names TOMMY HILFIGER , TOMMY JEANS , Calvin Klein , CK Calvin Klein , Calvin Klein Jeans , Calvin Klein Underwear , Calvin Klein Performance , which are owned, Warner’s , Olga and True&Co. , which we owned until November 27, 2023, Van Heusen , IZOD , ARROW and Geoffrey Beene , which we owned through the second quarter of 2021 and now license back certain of these brands for certain product categories, Nike , which we license for the men’s underwear category, 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.
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.
Marketing campaigns for the brand are focused on a truly digital first, socially powered experience for consumers, through the use of global and regional brand ambassadors, capsule collections and experiential events.
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.
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 to build brand heat. Our initiatives fuse entertainment, pop culture, and digital commerce in innovative ways that digitally immerse consumers.
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.
Global retail sales of products sold under the TOMMY HILFIGER brands, including sales by our licensees, were approximately $9 billion in 2023. The TOMMY HILFIGER brands principally consist of TOMMY HILFIGER and TOMMY JEANS .
Global retail sales of products sold under the TOMMY HILFIGER brands, including sales of our licensees’ products, were approximately $9 billion in 2024.
(1) Women’s suits, dresses, sportswear, jeanswear, active performancewear, handbags and small leather goods, men’s and women’s coats, men’s and women’s luggage and men’s and women’s swimwear (United States and Canada with luggage jurisdictions including Europe, Asia and elsewhere) Hollander Sleep Products LLC, Bedding Acquisition LLC & Keeco, Inc.
(1) 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.
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.
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.
This enables us to offer products to a broad range of consumers, reducing our reliance on any one price point, distribution channel or region.
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.
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 7 relevant product assortment.
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.
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. This seasonal pattern was disrupted temporarily during the COVID-19 pandemic.
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.
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, Van Heusen , IZOD , ARROW and Geoffrey Beene , which we owned through the second quarter of 2021 and continue to license back certain of these brands for certain product categories, and Nike , which we license for the men’s underwear category.
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 continue to offer Virgin Pulse and Headspace to global associates, applications that support wellbeing, and we closed 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.
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 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 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.
The Forward Fashion strategy has recently been revised to focus on three pillars: 8 • Accelerating climate action by transitioning to net zero greenhouse gas emissions and evolving our operations to preserve resources and nature. • Advancing human rights by respecting, promoting and realizing fundamental principles and rights for those working in our supply chains. • Championing inclusion and diversity by promoting inclusion, equity, belonging and opportunity for the advancement of our associates and communities.
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 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. 1 Our directly operated businesses in North America during 2023 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 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.
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.
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.
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.
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.
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.
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 global iconic lifestyle brands, TOMMY HILFIGER and Calvin Klein , together generated over 90% of our revenue during each of 2023, 2022 and 2021. Revenue in 2021 and 2022 was negatively impacted by the COVID-19 pandemic and related supply chain and logistics disruptions.
Our global iconic lifestyle brands, TOMMY HILFIGER and Calvin Klein , together generated over 90% of our revenue during each of 2024, 2023 and 2022.
Inspired by a relentless pursuit of writing new rules for American fashion and pop culture, TOMMY HILFIGER represents the modern uniform for an aspirational lifestyle. Founder Tommy Hilfiger remains our Principal Designer and provides guidance and inspiration for the design process.
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.
He was named Chief Financial Officer, PVH Europe in 2013, Chief Operating and Financial Officer, PVH Europe in 2017, and Chief Executive Officer, Tommy Hilfiger Global and PVH Europe in 2020. 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. Ms.
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.
These benefits include, among other things, corporate wellness programs, retirement plan benefits, flexible and hybrid working arrangements, a global employee assistance program, paid parental and other supportive leaves, recognition programs (for exemplary work, work anniversaries, etc.) and an associate discount program.
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. 12 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.
None of our corporate website, our Corporate Responsibility Report nor any portions thereof are incorporated by reference into this Annual Report. 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.
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.
All of these factories were operated by independent manufacturers, with most located in Asia. We source finished products and, to a limited extent, raw materials and trim. Raw materials and trim include fabric, buttons, thread, labels and similar components. Finished products consist of manufactured and fully assembled products ready for shipment to our customers and our stores.
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.
Additionally, the TOMMY HILFIGER brand marketing and communications team coordinates personal appearances by Mr. Tommy Hilfiger, including at brand events, as part of their efforts. Our approach is intended to ensure a consistent consumer experience in the digitally led marketplace that is seamlessly connected both online and offline, across all of our digital commerce, retail and wholesale channels.
In 2024, a significant portion of our marketing and advertising spend related to digital media. 9 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.
The products sold under the brands include those produced under licenses with third parties for a broad range of lifestyle products, including footwear and accessories, eyewear, watches and jewelry, as well as for certain territories. 2 Approximately $325 million was spent globally in 2023 in connection with the advertising, marketing and promotion of the Tommy Hilfiger brands, with a significant portion related to digital media spend, of which approximately 20% of these expenses were funded by Tommy Hilfiger’s licensees and other authorized users of the brands.
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.
We also ranked as one of America’s Most JUST Companies by JUST Capital in 2023. 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.
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.
Subrahmanyam joined us as Executive Vice President, People, PVH Americas and Calvin Klein Global in 2022 and became Executive Vice President, Chief People Officer effective February 5, 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.
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.
Additionally in 2023, we enhanced our performance management practices to enable stronger connections between the PVH+ Plan and individual associates’ priorities, and to motivate our associates to develop, leverage their strengths, and grow a career at PVH. 12 Compensation, Benefits and Wellness We are committed to providing market competitive compensation and benefits, tailoring our offerings to the countries and regions where our associates work to best position our programs locally while recognizing differing levels and types of government-provided and mandated benefits.
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.
Men’s tailored clothing (United States, Canada and Mexico) (1) During the fourth quarter of 2022, we extended most of our license agreements with G-III for Calvin Klein in the United States and Canada, which now have staggered expirations from 2024 through 2027. Upon expiration, we intend to bring most of these product categories in-house and directly operate these businesses.
Men’s and boys’ neckwear (United States, Canada and Mexico). (1) 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.
None of our corporate website, our Corporate Responsibility Report nor any portions thereof are incorporated by reference into this Annual Report. 13 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 49 Chief Executive Officer Zachary Coughlin 48 Executive Vice President and Chief Financial Officer Martijn Hagman 49 Chief Executive Officer, Tommy Hilfiger Global and PVH Europe Mark D.
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.
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. 6 Our Heritage Brands Retail segment ceased operations in 2021.
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. 6 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 worldwide 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. Imports and Import Restrictions Most of our products are imported into the countries where they are sold.
The 10 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.
Coughlin was Group Chief Financial Officer and Chief Operating Officer of DFS Holdings Limited, a subsidiary of the LVMH Group. From 2015 until 2018, he was Chief Financial Officer of Converse, Inc., a subsidiary of Nike, Inc. Mr. Hagman has been employed by us (including his employment within our Tommy Hilfiger organization prior to the Tommy Hilfiger acquisition) since 2008.
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. 13 Mr.
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. Government Regulations Our business is subject to various United States federal, state, and local and foreign laws and regulations, including environmental, health and safety laws and regulations.
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.
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. 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.
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 marketing and advertising efforts encompass marketing, communications, social media and special events. Our in-house teams coordinate our brands’ marketing and advertising, tailoring the overall consumer experience for all regions and product lines, and across all channels of distribution.
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.
From 2015 until 2017, she was Senior Vice President, Chief Human Resources Officer of Stuart Weitzman, a subsidiary of Tapestry, Inc. Ms. Serrano joined us as Global Brand President, Calvin Klein on March 6, 2023. From 2019 until joining PVH, 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. 14
Driven by people, places and ideas, the brand is kept relevant through investment in the best talent who are defining what’s next, consistently wrapped up in red, white and blue.
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlthough no single supplier or country is or is expected to become critical to our production needs, any of the following could materially and adversely affect our ability to produce or deliver our products and, as a result, have a material adverse effect on our business, financial condition and results of operations: • political or labor instability or military conflict involving any of the countries in which we, our contractors, or our suppliers operate, which could cause a delay in the production or transportation of our products and raw materials to us and an increase in production and transportation costs; • heightened terrorism security concerns, which could subject imported or exported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundments of goods for extended periods or could result in decreased scrutiny by customs officials for counterfeit goods, leading to lost sales, increased costs for our anti-counterfeiting measures and damage to the reputation of our brands; • limitations on our ability to use raw materials or goods produced in a country that is a major provider due to political, human rights, labor, environmental, animal cruelty or other 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 (and in the case of the pandemic, did result in) increased freight and other logistics costs; • natural disasters, such as floods, earthquakes, wildfires and droughts, the frequency of some of which may be increasing due to climate change, could result in closed factories and scarcity of raw materials (particularly cotton); 18 • 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 safeguards relating to imports and our ability to adjust timely to changes in trade regulations, which, among other things, could limit our ability to produce products in cost-effective countries that have the labor and expertise needed; • the implementation of new or increased duties, tariffs, taxes and other charges on imports; and • 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.
Biggest changeAlthough 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; 18 • 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.
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), 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.
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.
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 such customers to reduce or discontinue orders of our products and licensed products sold by our licensees, and may result in customers being unable to pay us for products they have purchased from us and licensees being unable to pay us royalties owed to us.
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.
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 our funding of our business and operations.
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.
We compete within the apparel industry primarily on the basis of: • anticipating and responding to changing consumer tastes, demands and shopping preferences in a timely manner and developing distinctive, attractive, quality products; • maintaining favorable brand recognition and relevance, including through digital brand engagement and online and social media presence; • appropriately pricing products and creating an acceptable value proposition for customers, including increasing prices to mitigate inflationary pressures (as we did in certain regions and for certain product categories 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.
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.
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 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.
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.
Our certificate of incorporation and by-laws contain provisions requiring stockholders who seek to introduce proposals at a stockholders meeting or nominate a person to become a director to provide us with advance notice and certain information, as well as meet certain ownership criteria; permitting the PVH Board of Directors to fill vacancies on the Board; and authorizing the Board of Directors to issue shares of preferred stock without approval of our stockholders.
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.
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 16 success.
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.
Risks are also associated with our licensees’ ability to obtain capital, execute their business plans, timely deliver quality products, manage their labor relations, maintain relationships with their suppliers, manage their credit risk effectively and maintain relationships with their customers. Our licensing business makes us susceptible to the actions of third parties over whom we have limited control.
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. 22 Our licensing business makes us susceptible to the actions of third parties over whom we have limited control.
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 26 • adversely affecting our ability to timely report our financial results.
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 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 spending patterns and changes in consumer tastes and style trends.
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.
As such, license takebacks may not achieve the intended benefits to our overall 22 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.
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 prolonged disruption to our business may impact (and, in 2020, did impact) our ability to comply with this covenant. Non- 23 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.
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.
Any of these types of actions could result in a further decrease in the number of stores to which we can sell, to which 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.
Any of these types of actions could result in a further decrease in the number of stores to which we can sell, to which 15 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.
If we fail to continue to develop and grow our businesses, our financial condition and results of operations may be materially adversely affected. 15 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.
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.
We generally 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.
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.
The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors. 25 Information Technology and Data Privacy Risks We rely significantly on information technology.
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.
These laws and regulations have caused and could continue to cause us to change the way we operate, including in a less efficient manner, in order to comply with these laws.
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.
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 a number of intercompany transactions.
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.
Security events may not be detected for an extended period of time, which could compound the scope and extent of the damage and problems. Such 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.
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.
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 2024.
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.
Further, we could be prohibited from importing goods by governmental authorities. In addition, we could be the focus of adverse publicity and our reputation and the reputation of our brands could be damaged. Any of these events could have a material adverse effect on our revenue and, consequently, our results of operations.
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.
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 • changes in applicable laws and regulations.
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.
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, such as has occurred during the COVID-19 pandemic, 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 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.
Disease epidemics and other health-related concerns, such as the COVID-19 pandemic, also could result in (and, in the case of the pandemic, had resulted in) closed stores, reduced consumer traffic and purchasing, as consumers become ill or limit or cease shopping in order to avoid exposure, or governments impose mandatory business closures, travel restrictions, vaccine mandates or the like to prevent the spread of disease.
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.
As well, 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.
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 incur a significant actuarial gain or loss in 2024 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. 24 Our balance sheet includes a significant amount of intangible assets and goodwill, as well as long-lived assets in our retail stores.
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.
We seek to comply with all applicable laws, rules and regulations and have established focus areas and targets under our Fashion Forward 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, human rights, diversity, and more.
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.
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 most of the product categories currently 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.
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 have in the past been and currently are involved in proceedings relating to a company’s claim of prior rights to some of our trademarks or marks similar to some of our brands.
We 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.
There is an increased focus from 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, operational and execution costs or risks.
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, 16 operational and execution costs or risks.
Business and Operational Risks A significant 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 customers account for a meaningful portion of our revenue.
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.
As a consequence, these matters (and matters like them) have the potential to affect our revenue and the reputation of our brands and us.
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.
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 and the Chinese yuan, and favorably impacted during times of a weakening United States dollar against those currencies.
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.
Sales to our five largest customers were 13.3%, 14.1% and 15.0% of our revenue in 2023, 2022 and 2021, 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 customers and purchases generally occur on an order-by-order basis.
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.
Volatility in the financial and credit markets due, in part, to inflationary pressures, 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.
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 audit, or have 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.
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 business is susceptible to risks associated with climate change and environmental degradation, including potential disruptions to our supply chain and impacts on the availability and costs of raw materials.
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.
These factors may cause us to reduce our sales prices to retailers and consumers, which could cause our profitability to decline if we are unable to appropriately manage inventory levels or offset price reductions with sufficient reductions in product costs or operating expenses.
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.
Specifically, we are in the process of bringing in-house most of the Calvin Klein and TOMMY HILFIGER product categories currently licensed in the United States and Canada to G-III as the license agreements expire over time, through 2027. The integration of previously licensed businesses may be complex, costly and time-consuming.
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.
Our value 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, coupled with carbon taxes and fluctuating costs of sourcing renewable energy, may also increase our compliance costs.
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.
As a result, these third party providers also are a source of cybersecurity and related risks for us. In cases where third party service organizations process data that affects our financial statements, System and Organization Controls (SOC) 1 reports are obtained and evaluated annually.
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.
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.
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.
Our apparel, footwear and accessories are produced by and purchased or procured from independent manufacturers in approximately 40 countries, with most being located in Asia.
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.
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, rising interest rates, recession fears, the war in Ukraine and the Israel-Hamas war, and the recent militant attacks on commercial shipping vessels in the Red Sea, and their potential for broader macroeconomic implications.
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.
While we maintain insurance coverage, including cybersecurity insurance, it may be unavailable or insufficient to cover all losses or all types of claims, and doesn’t remedy the reputational and future business impacts.
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.
A decision by any major customer, whether motivated by marketing strategy, competitive conditions, financial difficulties, climate impacts or otherwise, to decrease significantly the amount of merchandise purchased from us or our licensing or other partners, or to change their manner of doing business with us or our licensing or other partners for any reason, including due to store closures, reduced traffic and consumer spending trends, or product delivery delays, such as those that resulted from the COVID-19 pandemic, could reduce substantially our revenue and materially adversely affect our profitability.
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.
Financial Risks Our level of debt could impair our financial condition and ability to operate. We had outstanding as of February 4, 2024 an aggregate principal amount of $2.177 billion of indebtedness, of which €525 million ($566 million) of senior unsecured notes are due in 2024 and $500 million of senior unsecured notes are due in 2025.
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.
As of February 4, 2024, we had $2.322 billion of goodwill and $3.097 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.
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 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.
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.
The apparel industry, particularly in the United States, is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products, retailer demands for allowances, incentives and other forms of economic support, and changes in consumer demand including, for example, as had occurred as a result of the COVID-19 pandemic.
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.
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/or any such price increases could have an adverse impact on consumer demand for our products.
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.
A manufacturer’s failure to ship products to us in a timely manner, as well as logistics disruptions, as occurred from 2021 and into 2023 as a result of the COVID-19 pandemic, or for manufacturers to meet required quality standards could cause us to miss the delivery date requirements of our customers for those products, as well as prime selling periods in our direct-to-consumer channels.
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.
Digital commerce revenue experienced strong growth during the COVID-19 pandemic, 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). Growing digital revenue continues to be a focus for us, representing approximately 20% of our total revenue during 2023.
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.
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. In addition, various national and local taxing authorities periodically audit our returns.
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 emergence of legislation and regulation regarding marketing of goods, business practices, and public reporting and disclosures related to issues under the ESG umbrella could also lead to risks associated with non-compliance.
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.
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.
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.
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.
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.
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.
These trends are expected to continue, especially through action in the countries where we sell most of our products. 20 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.
In addition, while we make efforts to confirm that SDNs, people and materials covered by WROs, and other sanctioned entities, people and materials are not present in our supply chain, we could be subject to penalties, fines or sanctions if any of the vendors from which we purchase goods is found to have dealings, directly or indirectly, with SDNs or other sanctioned persons or in banned materials.
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. 19 An additional risk that is related to the foreign production of goods is in regard to the transportation of goods from such foreign locations.
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.
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.
We have debt with near-term maturities, specifically our senior notes coming due in 2024 and 2025 that will need to be paid or refinanced. We primarily use foreign suppliers for our products and raw materials, which poses risks to our business operations.
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.
If we fail to accurately forecast demand, or our supply chain and logistics partners are unable to adjust to changes in demand, including, for example, as had occurred as a result of the COVID-19 pandemic, we may at times experience excess inventory levels or a shortage of product.
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.
Although we believe that these transactions reflect arm’s length terms and that proper transfer pricing documentation is in place, the transfer prices and conditions may be scrutinized by local tax authorities, which could result in additional tax liabilities. If we are unable to fully utilize our deferred tax assets, our profitability could be reduced.
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.
Although we require that third party providers with access to our systems and confidential information have insurance coverage for any losses that we may experience as a result of the work they do, the amount that we are able to recover may not fully compensate us for any loss we experience.
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.
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 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.
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. In the future, retailers also may reposition their stores’ target markets or marketing strategies.
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.
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.
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.
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 coming to the United States as a result of lingering negative impacts on travel and tourism as a result of the COVID-19 pandemic and other issues.
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.
We also administer certain training courses to the members of the Board of Directors, one of which annually is typically mandatory. In addition, to measure and assess compliance, our information security approach is subject to an annual assessment of its maturity within the NIST Cybersecurity Framework by an independent third party consultant.
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.
The functional currencies of our foreign subsidiaries are generally their local currencies. We currently use and plan to 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.
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.
Our targets are ambitious and inability to achieve them or comply with ESG reporting regulations 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.
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.
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.” 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.
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.
There have been significant enactments and developments in the area of data privacy and cybersecurity laws and regulations, such as the GDPR in the European Union, the CCPA/CPRA in California, and PIPL in China.
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.
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. 20 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.
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.
Our industry has experienced and we have been impacted by increased regulation and 19 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.
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.
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.
Keeping current with technology, competitive trends, security and the like may increase our costs and may not succeed in increasing sales or attracting consumers.
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 17 businesses.
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. 17 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.
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. 21 Our profitability may decline as a result of increasing pressure on margins.
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.
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. The loss of members of our executive management and other key employees could have a material adverse effect on our business.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Committee also reviews the results of the independent cybersecurity assessments and compliance evaluations discussed above.
Biggest changeAdditionally, 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.
Education & 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.
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 also partner with primary suppliers to implement advanced 27 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.
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.
Our business and reputation could be adversely impacted if our computer systems, or systems of our business partners and service providers, are disrupted or cease to operate effectively or if we or they are subject to a data security or privacy breach” in Item 1A. Risk Factors of this report.
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.
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.
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.
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. 28
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.
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.
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.
In addition to these regular updates, the Committee and the full Board of Directors would also be promptly informed by the Chief Executive Officer of any cybersecurity incidents should they 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.
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.
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 (National Institute of Standards and Technology).
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.
Management The CISO reports to the Chief Technology and Information Officer and leads our Information Security Group, a global function that spans our organization and is responsible for executing against our global cybersecurity program.
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.
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.
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.
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.
Our Internal Audit department evaluates our information security program through annual information security and cybersecurity audits.
Added
For a discussion of related risks, please see our Information Technology risk factor “ We rely significantly on information technology.
Added
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

Properties — owned and leased real estate

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Biggest changeProperties The general location, use, ownership status and approximate size of the principal properties that we occupied as of February 4, 2024 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 Banksmeadow, Australia Tommy Hilfiger and Calvin Klein administrative offices, showrooms, warehouse and distribution center Leased 243,000 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 2,653,000 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 4, 2024, we leased certain other administrative offices, showrooms and warehouse and distribution centers in various domestic and international locations.
Biggest changeProperties 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 4, 2024, 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 16, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report.
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 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeISSUER PURCHASES OF EQUITY SECURITIES Period (a) Total Number of Shares (or Units) Purchased (1)(2) (b) Average Price Paid per Share (or Unit) (1)(2)(3) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) October 30, 2023 - November 26, 2023 255,703 $ 79.07 252,200 $ 535,134,014 November 27, 2023 - December 31, 2023 1,277,871 112.82 1,267,494 392,045,220 January 1, 2024 - February 4, 2024 998,398 119.46 990,965 273,668,738 Total 2,531,972 $ 112.03 2,510,659 $ 273,668,738 ___________________ (1) 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, which includes a $2.0 billion increase in the authorization and a four year extension of the program approved by the Board of Directors on March 27, 2024 not reflected in the table above.
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES Period (a) Total Number of Shares (or Units) Purchased (1)(2) (b) Average Price Paid per Share (or Unit) (1)(2)(3) (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (1) November 4, 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 (1) 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.
Included in this table are shares withheld during the fourth quarter of 2023 in connection with the settlement of restricted stock units to satisfy tax withholding requirements. (3) Average price paid per share (or unit) excludes excise taxes.
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. (3) Average price paid per share (or unit) excludes excise taxes.
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. 30 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 4, 2024.
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. 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.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol “PVH.” Certain information with respect to the dividends declared on our common stock appear in the Consolidated Statements of Changes in Stockholders’ Equity and Redeemable Non-Controlling Interest included in Item 8 of this report.
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.
Value of $100.00 invested after 5 years: Our Common Stock $ 112.40 Russell 3000 Index $ 192.42 S&P 1500 Apparel, Accessories & Luxury Goods Index $ 73.39
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
Removed
Please see Note 8, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for a description of the restrictions to our paying dividends on our common stock. As of March 15, 2024, there were 455 stockholders of record of our common stock.
Added
As of March 14, 2025, there were 431 stockholders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of February 4, 2024, net monetary assets denominated in Turkish lira represented less than 1% of our total net assets. 36 The following table summarizes our statements of operations in 2023, 2022 and 2021: 2023 2022 2021 (Dollars in millions) Net sales $ 8,752 $ 8,545 $ 8,724 Royalty revenue 368 372 340 Advertising and other revenue 98 107 91 Total revenue 9,218 9,024 9,155 Gross profit 5,363 5,123 5,324 % of total revenue 58.2 % 56.8 % 58.2 % SG&A expenses 4,543 4,377 4,454 % of total revenue 49.3 % 48.5 % 48.7 % Goodwill impairment — 417 — Non-service related pension and postretirement income 47 92 64 Other gain 15 — 119 Equity in net income of unconsolidated affiliates 46 50 24 Income before interest and taxes 929 471 1,077 Interest expense 99 90 109 Interest income 11 7 4 Income before taxes 841 388 973 Income tax expense 177 188 21 Net income 664 200 952 Less: Net loss attributable to redeemable non-controlling interest — — (0) Net income attributable to PVH Corp. $ 664 $ 200 $ 952 Total Revenue Total revenue was $9.218 billion in 2023, $9.024 billion in 2022 and $9.155 billion in 2021.
Biggest changePlease 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.
Non-service related pension and postretirement income (cost) recorded throughout the year is calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions.
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.
Our intent is to reinvest indefinitely substantially all of our historical earnings in foreign subsidiaries outside of the United States in jurisdictions in which we would expect to incur material tax costs upon distribution of such amounts.
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.
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 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 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”).
If an event of default occurs and is continuing, the lenders could elect to declare all amounts then outstanding, together with accrued interest, to be immediately due and payable, which would result in acceleration of our other debt. 2019 Senior Unsecured Credit Facilities On April 29, 2019, we entered into senior unsecured credit facilities (as amended, the “2019 facilities”).
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”).
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 10, “Derivative Financial Instruments” included in Item 8 of this report for further information related to these cross-currency swap contracts.
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.
These increases were partially offset by (i) the absence in 2023 of costs incurred in 2022 in connection 39 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.
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.
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 joint venture.
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.
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 1,450 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.
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.
We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Our actual results have differed materially in the past and could differ materially in the future from our current estimates.
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.
The expected return on plan assets is recognized 55 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.
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.
Foreign exchange differences that arise from the translation of our foreign subsidiaries’ assets and liabilities into United States 49 dollars are recorded as foreign currency translation adjustments in other comprehensive (loss) income.
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.
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 in 2023 than in 2022 and these segments carry 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 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.
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.
Not included in the above table are $37 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.
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 17, “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.
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.
Please see Note 8, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of our debt.
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.
We may elect to bypass the qualitative assessment and proceed 52 directly to the quantitative test for any reporting units or 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.
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 in 2023 than in 2022 and these segments carry 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 compared to 2022, as our direct-to-consumer distribution channel was a larger proportion in 2023 than in 2022 and carries higher gross margins.
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.
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 2024 will be immaterial.
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 2024 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 2024.
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 2024 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 2024 non-service related pension and postretirement income may be significantly different than our projections.
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.
(2) We lease Company-operated free-standing retail store locations, warehouses, distribution centers, showrooms, office space, and certain equipment and other assets. Please see Note 16, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
(2) We lease Company-operated free-standing retail store locations, warehouses, distribution centers, showrooms, office space, and certain equipment and other assets. Please see Note 15, “Leases,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information.
Substantially all of these goods are expected to be received and the related payments are expected to be made in 2024. 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.
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.
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 the third quarter of 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.
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.
The capital expenditures in 2023 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.
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.
Currently, we do not expect to make any material contributions to our pension plans in 2024. 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.
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.
Note 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report sets forth certain significant rate assumptions and information regarding our target asset allocation, which are used in performing calculations related to our pension plans.
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.
Please see Note 7, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion. • We completed the sale of our approximately 8% economic interest in Karl Lagerfeld Holding B.V.
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.
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 2023 revenue was subject to foreign currency translation.
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.
In connection with the refinancing in 2022 of the 2019 facilities (as defined below), 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.
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.
We recorded an aggregate net pre-tax gain of $13 million in the fourth quarter of 2023 in connection with the closing of the Heritage Brands intimates 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 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.
Please see Note 10, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information. 48 (4) 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.
Please see Note 9, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information. (4) Represents cash requirements primarily related to (i) information-technology service agreements, (ii) minimum contractual royalty payments under several license agreements we have with third parties, and (iii) advertising and sponsorship agreements.
We also announced in 2022 that we extended most of our licensing agreements with G-III for Calvin Klein and TOMMY HILFIGER in the United States and Canada, largely pertaining to the women’s apparel product categories sold at wholesale in North America. These agreements now have staggered expirations through 2027, the first of which occurred at the end of calendar 2023.
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.
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, the war in Ukraine and the Israel-Hamas war and their broader macroeconomic implications, and foreign currency volatility.
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.
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 and formerly PVH-owned 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 joint venture for the TOMMY HILFIGER and Calvin Klein brands and certain licensed and formerly PVH-owned 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.
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.
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 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of this report.
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 48 included in Item 8 of this report.
Not included in the above table are $94 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 9, “Income Taxes,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information related to uncertain tax positions.
Not included in the above table are $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.
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 effective June 30, 2024. After the effective date, in lieu of participation in these pension plans, employees will receive an additional Company contribution to their savings and retirement plans.
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.
We made payments of $488 million on our term loans 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.
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.
We currently expect the transactional impact of foreign currency on our 2024 net income as compared to 2023 will be immaterial. 35 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.
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.
In addition, we entered into multiple fixed-to-fixed cross-currency swap contracts in the third quarter of 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.
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.
Please see Note 10, “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 $170 million.
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.
We entered into multiple fixed-to-fixed cross-currency swap contracts in the third quarter of 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 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.
Please see Note 22, “Other Comments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further information related to asset retirement obligations.
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.
Please see Note 22, “Other Comments,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of our 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.
We enter into these contracts up to 18 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.
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.
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 and the Chinese yuan, and favorably impacted during times of a weakening United States dollar against those currencies.
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.
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 $969 million in 2023 compared to $39 million in 2022.
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.
(3) Represents contractual commitments that are enforceable and legally binding for goods on order and not received or paid for as of February 4, 2024. Inventory purchase commitments also include fabric commitments with our suppliers, which secure a portion of our material needs for future seasons.
(3) 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.
Non-service related pension and postretirement income in 2023, 2022 and 2021 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, $78 million and $49 million, respectively.
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.
Additionally, while we have no direct operations in Ukraine, virtually all of our wholesale customers and franchisees in Ukraine have been impacted, which has resulted in a reduction in shipments to these customers.
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 ended 2023 with approximately $1.4 billion of borrowing capacity available under our various debt facilities.
We ended 2024 with approximately $1.4 billion of borrowing capacity available under our various debt facilities.
Investments in Unconsolidated Affiliates Dividends received from our investments in unconsolidated affiliates of $30 million, $16 million and $19 million during 2023, 2022 and 2021, respectively, are included in our net cash provided by operating activities in our Consolidated Statements of Cash Flows for the respective period.
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.
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 current applicable margin with respect to the Euro TLA Facility as of February 4, 2024 was 1.250%.
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%.
Please see Note 3, “Acquisitions and Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion. • We announced in August 2022 plans to reduce people costs in our global offices by approximately 10% by the end of 2023 to drive efficiencies and enable continued strategic investments to fuel growth, including in digital, supply chain and consumer engagement (the “2022 cost savings initiative”), which is expected to result in annual cost savings of over $100 million, net of continued strategic people investments.
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.
Our 2023 revenue and net income increased by approximately $70 million and $10 million, respectively, as compared to 2022 due to the impact of foreign currency translation. We currently expect the translational impact of foreign currency on our 2024 revenue and net income as compared to 2023 will be immaterial.
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.
Given our balance of cash and cash equivalents at February 4, 2024, 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 facilities bear interest at a rate equal to an applicable margin plus a variable rate.
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.
There have been no significant events or change in circumstances since the date of the 2023 annual impairment tests that would indicate the remaining carrying amounts of our goodwill and indefinite-lived intangible assets may be impaired as of February 4, 2024.
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.
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 $210 million based on exchange rates in effect on February 4, 2024 and are utilized primarily to fund working capital needs.
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.
MARKET RISK Financial instruments held by us as of February 4, 2024 primarily include cash and cash equivalents, short-term borrowings, long-term debt, foreign currency forward contracts and 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.
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 4, 2024 and January 29, 2023.
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.
Finance Lease Liabilities Our cash payments for finance lease liabilities totaled $5 million in each of 2023, 2022 and 2021. 2022 Senior Unsecured Credit Facilities On December 9, 2022 (the “Closing Date”), we entered into new 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.
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.
Please see Note 12, “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 recent change to our defined benefit pension plans.
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.
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 45 facilities (as defined below), cannot exceed $1.150 billion. We had no borrowings outstanding under the commercial paper note program as of February 4, 2024 and January 29, 2023.
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.
The current applicable margin with respect to the revolving credit facilities as of February 4, 2024 was 0.125% for loans bearing interest at 46 the base rate, Canadian prime rate or daily simple ESTR rate and 1.125% for loans bearing interest at the EURIBOR rate or any other rate specified in the 2022 facilities.
The applicable margin 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.
As of February 4, 2024, 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.
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.
Note 11, “Fair Value Measurements,” in the Notes to Consolidated Financial Statements included in Item 8 of this report outlines the fair value of our financial instruments as of February 4, 2024. Cash and cash equivalents held by us are affected by short-term interest rates.
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.
We believe that all inventory write-downs required at February 4, 2024 have been recorded. Our historical estimates of inventory reserves have not differed materially from actual results.
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.
We generated revenue of $9.2 billion, $9.0 billion and $9.2 billion in 2023, 2022 and 2021 respectively, with over 70% of our revenue in 2023 and over 65% of our revenue in 2022 and 2021 generated outside of the United States.
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.
Holding all other assumptions constant, a 1% change in the assumed rate of return on assets would result in a change to our 2024 net benefit cost related to the pension plans of approximately $5 million. Likewise, a 0.25% change in the assumed discount rate would result in a change to our 2024 net benefit cost of approximately $19 million.
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.
Likewise, a 0.25% change in the assumed discount rate would result in a change to 2024 net benefit cost of approximately $19 million. SEASONALITY Our business generally follows a seasonal pattern.
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.
Over 70% of our $9.2 billion of revenue in 2023, and over 65% of our $9.0 billion of revenue in 2022 and $9.2 billion of revenue in 2021 was generated outside of the United States.
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.
Please see Note 7, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of goodwill and indefinite-lived intangible assets.
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.
Given our foreign currency forward contracts outstanding at February 4, 2024, 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 $110 million.
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.
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 40% of our $5.4 billion total goodwill and other intangible assets as of February 4, 2024.
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.
The impact of the change in the discount rate on our projected benefit obligation is recorded in earnings as part of the actuarial gain or loss. We revised during 2021 the mortality assumptions used to determine our benefit obligations based on recently published actuarial mortality tables.
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.
No impairment of goodwill resulted from our 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, 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.
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.
Please see Note 9, “Income Taxes,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
Please see Note 3, “Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
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.
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.
The benefit to revenue from the 53rd week in 2023 was approximately 1%. Our 2023 revenue through our direct-to-consumer distribution channel increased 9%. Sales through our directly operated digital commerce businesses increased 10% in 2023. The impact of foreign currency translation on our direct-to-consumer distribution channel revenue was not significant.
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.

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