PVH CORP DE
For the period ended Nov 3, 2024. Filed Dec 9, 2024.
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Nov 3, 2024 · Filed Dec 9, 2024
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Notes to Consolidated Financial Statements
PVH CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- GENERAL
PVH Corp. and its consolidated subsidiaries (collectively, the “Company”) constitute a global apparel company with a brand portfolio that includes TOMMY HILFIGERand Calvin Klein, which are owned, and Van Heusen, Nike and other brands, which the Company licenses for certain product categories. The Company designs and markets branded sportswear (casual apparel), jeanswear, performance apparel, intimate apparel, underwear, swimwear, dress shirts, handbags, accessories, footwear and other related products and licenses its owned brands globally over a broad array of product categories and for use in certain territories. The Company completed the sale of its women’s intimates businesses conducted under the Warner’s, Olga and True&Co. trademarks to Basic Resources on November 27, 2023 (the “Heritage Brands intimates transaction”).
The consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated in consolidation. Investments in entities that the Company does not control but has the ability to exercise significant influence over are accounted for using the equity method of accounting. The Company’s Consolidated Statements of Operations include its proportionate share of the net income or loss of these entities.
The Company’s fiscal years are based on the 52-53 week periods ending on the Sunday closest to February 1 and are designated by the calendar year in which the fiscal year commences. References to a year are to the Company’s fiscal year, unless the context requires otherwise.
The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not contain all disclosures required by U.S. GAAP for complete financial statements. Reference is made to the Company’s audited consolidated financial statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended February 4, 2024.
The preparation of the interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from these estimates.
The results of operations for the thirteen and thirty-nine weeks ended November 3, 2024 and October 29, 2023 are not necessarily indicative of those for a full fiscal year due, in part, to seasonal factors. Furthermore, the data contained in these consolidated financial statements are unaudited and are subject to year-end adjustments. However, in the opinion of management, all known adjustments have been made to present fairly the consolidated operating results for the unaudited periods.
There continues to be uncertainty in the current macroeconomic environment due to inflationary pressures globally, the Israel-Hamas war, the attacks on commercial shipping vessels in the Red Sea and the war in Ukraine. If economic conditions were to worsen, the Company’s results of operations, financial condition and cash flows from operations may be materially and adversely impacted.
Israel-Hamas War, Supply Chain Disruptions and War in Ukraine
The Israel-Hamas war, which began in October 2023, did not have a material impact on the Company’s business in 2023 and is not expected to have a material impact on the Company’s business in 2024. Less than 1% of the Company’s revenue in 2024 is expected to be generated in Israel, and less than 2% of the Company’s revenue in 2024 is expected to be generated in the Middle East, including Israel.
Attacks on commercial shipping vessels in the Red Sea that began in the fourth quarter of 2023 have led to disruption and instability in global supply chains, which have resulted in shipment delays that are impacting, and could continue to impact, the Company’s inventory and sales volume. Shipping delays have also resulted in, and may continue to result in, increased freight costs, for reasons including the need to rely on more expensive shipping routes and shipping methods (such as air freight). Such impacts did not have a material impact on the Company’s business in 2023 or in the first nine months of 2024.
The brief port strike on the East and Gulf Coasts of the United States in October 2024, which was suspended until January 15, 2025, did not have a material impact on the Company’s business in the third quarter of 2024. However, if an agreement is not reached by the end of the suspension period and the strike resumes, it may result in shipping delays and increased freight costs.
The war in Ukraine, which began in February 2022, did not have a material impact on the Company’s business in 2023 and is not expected to have a material impact on the Company’s business in 2024. Less than 1% of the Company’s revenue in 2024 is expected to be generated in Ukraine and the Company exited from its Russia business in the second quarter of 2022.
- REVENUE
The Company generates revenue primarily from sales of finished products under its owned trademarks through its wholesale and retail operations. The Company also generates royalty and advertising revenue from licensing rights to its trademarks to third parties. Revenue is recognized upon the transfer of control of products or services to the Company’s customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those products or services.
Performance Obligations Under License Agreements
As of November 3, 2024, the contractual minimum fees on the portion of all license agreements not yet satisfied totaled $647.6 million, of which the Company expects to recognize $62.9 million as revenue during the remainder of 2024, $236.8 million in 2025 and $347.9 million thereafter. The Company elected not to disclose the remaining performance obligations for contracts that have an original expected term of one year or less and expected sales-based percentage fees for the portion of all license agreements not yet satisfied.
Deferred Revenue
Changes in deferred revenue, which primarily relate to customer loyalty programs, gift cards and license agreements for the thirty-nine weeks ended November 3, 2024 and October 29, 2023 were as follows:
| Thirty-Nine Weeks Ended | ||
|---|---|---|
| (In millions) | 11/3/24 | 10/29/23 |
| Deferred revenue balance at beginning of period | $55.5 | $54.3 |
| Net additions to deferred revenue during the period | 40.6 | 40.4 |
| Reductions in deferred revenue for revenue recognized during the period (1) | (49.4) | (46.3) |
| Deferred revenue balance at end of period | $46.7 | $48.4 |
(1) Represents the amount of revenue recognized during the period that was included in the deferred revenue balance at the beginning of the period and does not contemplate revenue recognized from amounts deferred during the period. The amounts include $2.6 million and $4.0 million of revenue recognized during the thirteen weeks ended November 3, 2024 and October 29, 2023, respectively.
The Company also had long-term deferred revenue liabilities included in other liabilities in its Consolidated Balance Sheets of $7.4 million, $9.4 million and $10.0 million as of November 3, 2024, February 4, 2024 and October 29, 2023, respectively.
Please see Note 16, “Segment Data,” for information on the disaggregation of revenue by segment and distribution channel.
- INVENTORIES
Inventories are comprised principally of finished goods and are stated at the lower of cost or net realizable value, except for certain retail inventories in North America that are stated at the lower of cost or market using the retail inventory method. Cost for all wholesale inventories in North America and certain wholesale and retail inventories in Asia is determined using the first-in, first-out method. Cost for all other inventories is determined using the weighted average cost method. The Company reviews current business trends and forecasts, inventory aging and discontinued merchandise categories to determine adjustments that it estimates will be needed to liquidate existing clearance inventories and record inventories at either the lower of cost or net realizable value or the lower of cost or market using the retail inventory method, as applicable.
- DIVESTITURES
Sale of Warner’s, Olga and True&Co. Women’s Intimates Businesses
The Company entered into a definitive agreement on November 10, 2023 to sell its women’s intimates businesses conducted under the Warner’s, Olga and True&Co. trademarks to Basic Resources for $160.0 million in cash and completed the sale on November 27, 2023 for net proceeds of $155.6 million, after transaction costs. The final carrying value of the net assets sold on the closing date was $140.3 million, which consisted of $44.5 million of inventory and $95.8 million of tradenames.
In connection with the closing of the transaction, the Company recorded a gain of $15.3 million in the fourth quarter of 2023, which represented the excess of the amount of consideration received over the net carrying value of the assets, less costs to sell. An incremental gain of $10.0 million was recorded in the first quarter of 2024 due to the accelerated realization of the earnout provided for in the agreement with Basic Resources, which is being paid in installments to the Company through the first quarter of 2025. The Company received $5.0 million of the earnout during the thirty-nine weeks ended November 3, 2024. These gains were recorded in other gain in the Company’s Consolidated Statements of Operations for the respective period and included in the Heritage Brands Wholesale segment.
The Company classified the assets subject to the Heritage Brands intimates transaction as held for sale in the Company’s Consolidated Balance Sheet as of October 29, 2023 which were included in the Heritage Brands Wholesale segment and consisted of the following:
| (In millions) | |
|---|---|
| Assets held for sale: | |
| Inventories, net | $43.2 |
| Prepaid expenses | 0.5 |
| Goodwill, net (1) | — |
| Tradenames | 95.8 |
| Other Intangibles, net (2) | — |
| Total assets held for sale | $139.5 |
(1) Goodwill, net includes goodwill, gross of $105.0 million and accumulated impairment losses of $105.0 million.
(2) Other Intangibles, net includes customer relationships, gross of $18.0 million and accumulated amortization of $18.0 million.
- GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for the thirty-nine weeks ended November 3, 2024, by segment (please see Note 16, “Segment Data,” for further discussion of the Company’s reportable segments), were as follows:
| (In millions) | Calvin Klein North America | Calvin Klein International | Tommy Hilfiger North America | Tommy Hilfiger International | Total |
|---|---|---|---|---|---|
| Goodwill, gross | $781.8 | $877.4 | $203.0 | $1,558.3 | $3,420.5 |
| Accumulated impairment losses | (449.9) | (471.3) | (177.2) | — | (1,098.4) |
| Goodwill, net | 331.9 | 406.1 | 25.8 | 1,558.3 | 2,322.1 |
| Currency translation | — | (2.8) | — | 7.7 | 4.9 |
| Goodwill, gross | 781.8 | 874.6 | 203.0 | 1,566.0 | 3,425.4 |
| Accumulated impairment losses | (449.9) | (471.3) | (177.2) | — | (1,098.4) |
| Goodwill, net | $331.9 | $403.3 | $25.8 | $1,566.0 | $2,327.0 |
The Company performed its annual impairment assessment for goodwill, which is done at the reporting unit level, and indefinite-lived intangible assets as of the beginning of the third quarter of 2024. Intangible assets with finite lives are amortized over their estimated useful life and are tested for impairment, along with other long-lived assets, when events and circumstances indicate that the assets might be impaired. Please see Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended February 4, 2024 for discussion of the Company’s goodwill and other intangible assets impairment testing process.
The Company’s annual goodwill impairment test for 2024 yielded estimated fair values in excess of the carrying amounts for all of the Company’s reporting units with assigned goodwill and therefore no impairment of goodwill was identified.
The Tommy Hilfiger International reporting unit had an estimated fair value that exceeded its carrying amount of $2,874.5 million by approximately 10%. The carrying amount of goodwill allocated to this reporting unit as of the date of the test was $1,556.1 million. The fair value of the Tommy Hilfiger International reporting unit was determined using an income approach based on discounted projected future (debt-free) cash flows. The discount rate applied to these cash flows was based on the weighted average cost of capital for the reporting unit, which takes market participant assumptions into consideration. Estimated future operating cash flows were discounted at a rate of 13% to account for the relative risks of the estimated future cash flows. Holding all other assumptions constant, a 100 basis point change in the annual revenue growth rate assumption for this business would result in a change to the estimated fair value of the reporting unit of approximately $161 million. Likewise, a 100 basis point change in the weighted average cost of capital would result in a change to the estimated fair value of the reporting unit of approximately $281 million. While the Tommy Hilfiger International reporting unit was not determined to be impaired, it may be at risk of future impairment if the related business does not perform as projected, or if market factors utilized in the impairment analysis deteriorate, including an unfavorable change in the long-term growth rate or the weighted average cost of capital.
Additionally, no impairment of indefinite-lived intangible assets was identified as a result of the Company’s annual indefinite-lived intangible asset impairment test for 2024. The indefinite-lived intangible asset with the least excess fair value had an estimated fair value that exceeded its carrying amount by 19%.
- RETIREMENT AND BENEFIT PLANS
The Company, as of November 3, 2024, hastwo noncontributory qualified defined benefit pension plans covering substantially all employees resident in the United States hired prior to January 1, 2022, who meet certain age and service requirements. The plans provide monthly benefits upon retirement generally based on career average compensation, subject to the change made in the fourth quarter of 2023 as discussed below, and years of credited service. The plans also provide participants with the option to receive their benefits in the form of lump sum payments. Vesting in plan benefits generally occurs after five years of service. The Company refers to thesetwo plans as its “Pension Plans.”
The Company also hasthree noncontributory unfunded non-qualified supplemental defined benefit pension plans, the most significant of which is a supplemental pension plan for certain employees resident in the United States hired prior to January 1, 2022, who meet certain age and service requirements that provides benefits for compensation in excess of Internal Revenue Service earnings limits and requires payments to vested employees upon or after employment termination or retirement, according to their distribution election, and two other plans for select former senior management. The Company refers to these three plans as its “SERP Plans.”
In the fourth quarter of 2023, the Company’s Board of Directors approved changes to its Pension Plans and its supplemental pension plan to freeze the pensionable compensation and credited service amounts used to calculate participants’ benefits effective June 30, 2024, except for employees near retirement age that meet a specified service requirement, who will continue to accrue benefits under the Pension Plans and supplemental pension plan, as applicable, for two years after the effective date of the freeze.
The components of net benefit cost recognized were as follows:
| Pension Plans · Pension Plans | ||||
|---|---|---|---|---|
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
| (In millions) | 11/3/24 | 10/29/23 | 11/3/24 | 10/29/23 |
| Service cost | $1.9 | $5.5 | $8.8 | $16.3 |
| Interest cost | 7.2 | 7.3 | 21.5 | 21.9 |
| Expected return on plan assets | (8.2) | (8.5) | (24.6) | (25.4) |
| Total | $0.9 | $4.3 | $5.7 | $12.8 |
| SERP Plans · SERP Plans | ||||
|---|---|---|---|---|
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
| (In millions) | 11/3/24 | 10/29/23 | 11/3/24 | 10/29/23 |
| Service cost | $0.1 | $0.4 | $0.6 | $1.2 |
| Interest cost | 0.6 | 0.7 | 1.8 | 2.1 |
| Total | $0.7 | $1.1 | $2.4 | $3.3 |
The Company also provides certain postretirement health care and life insurance benefits to certain retirees resident in the United States under two plans. Retirees contribute to the cost of the applicable plan, which are unfunded and frozen. The Company refers to thesetwo plans as its “Postretirement Plans.” Net benefit cost related to the Postretirement Plans was immaterial for the thirteen and thirty-nine weeks ended November 3, 2024 and October 29, 2023.
The components of net benefit cost are recorded in the Company’s Consolidated Statements of Operations as follows: (i) the service cost component is recorded in selling, general and administrative (“SG&A”) expenses and (ii) the other components are recorded in non-service related pension and postretirement income.
Currently, the Company does not expect to make material contributions to the Pension Plans in 2024. The Company’s actual contributions may differ from planned contributions due to many factors, including changes in tax and other laws, as well as significant differences between expected and actual pension asset performance or interest rates.
- DEBT
Short-Term Borrowings
The Company has the ability to draw revolving borrowings under the senior unsecured credit facilities discussed below in the section entitled “2022 Senior Unsecured Credit Facilities.” The Company hadno revolving borrowings outstanding under these facilities as of November 3, 2024.
Additionally, the Company has the ability to borrow under short-term lines of credit, overdraft facilities and short-term revolving credit facilities denominated in various foreign currencies. These facilities provided for borrowings of up to $202.0 million based on exchange rates in effect on November 3, 2024 and are utilized primarily to fund working capital needs. The Company hadno borrowings outstanding under these facilities as of November 3, 2024.
Commercial Paper
The Company has the ability to issue unsecured commercial paper notes with maturities that vary but do not exceed 397 days from the date of issuance primarily to fund working capital needs. The Company hadno borrowings outstanding under the commercial paper note program as of November 3, 2024.
Long-Term Debt
The carrying amounts of the Company’s long-term debt were as follows:
| (In millions) | 11/3/24 | 2/4/24 | 10/29/23 |
|---|---|---|---|
| Senior unsecured Term Loan A facility due 2027 (1) | $455.2 | $461.6 | $454.9 |
| 7 3/4% debentures due 2023 | — | — | 100.0 |
| 3 5/8% senior unsecured euro notes due 2024 (1) | — | 565.7 | 553.6 |
| 4 5/8% senior unsecured notes due 2025 | 499.1 | 498.2 | 497.9 |
| 3 1/8% senior unsecured euro notes due 2027 (1) | 647.1 | 643.7 | 630.1 |
| 4 1/8% senior unsecured euro notes due 2029 (1) | 563.9 | — | — |
| Total | 2,165.3 | 2,169.2 | 2,236.5 |
| Less: Current portion of long-term debt | 511.1 | 577.5 | 665.2 |
| Long-term debt | $1,654.2 | $1,591.7 | $1,571.3 |
(1) The carrying amount of the euro-denominated Term Loan A facility and the senior unsecured euro notes includes the impact of changes in the exchange rate of the United States dollar against the euro.
Please see Note 10, “Fair Value Measurements,” for the fair value of the Company’s long-term debt as of November 3, 2024, February 4, 2024 and October 29, 2023.
The Company’s mandatory long-term debt repayments for the remainder of 2024 through 2029 were as follows as of November 3, 2024:
| (In millions) | |
|---|---|
| Fiscal Year | Amount (1) |
| Remainder of 2024 | $3.0 |
| 2025 | 511.9 |
| 2026 | 11.9 |
| 2027 | 1,079.7 |
| 2028 | — |
| 2029 | 568.8 |
(1) A portion of the Company’s mandatory long-term debt repayments is denominated in euros and subject to changes in the exchange rate of the United States dollar against the euro.
Total debt repayments for the remainder of 2024 through 2029 exceed the total carrying amount of the Company’s debt as of November 3, 2024 because the carrying amount reflects the unamortized portions of debt issuance costs and the original issue discounts.
As of November 3, 2024, approximately 80% of the Company’s long-term debt had fixed interest rates, with the remainder at variable interest rates.
2022 Senior Unsecured Credit Facilities
On December 9, 2022, the Company entered into senior unsecured credit facilities (the “2022 facilities”). The 2022 facilities consist of (a) a €440.6 million euro-denominated Term Loan A facility (the “Euro TLA facility”), (b) a $1,150.0 million United States dollar-denominated multicurrency revolving credit facility (the “multicurrency revolving credit facility”), which is available in (i) United States dollars, (ii) Australian dollars (limited to A$50.0 million), (iii) Canadian dollars (limited to C$70.0 million), or (iv) euros, yen, pounds sterling, Swiss francs or other agreed foreign currencies (limited to €250.0 million), and (c) a $50.0 million United States dollar-denominated revolving credit facility available in United States dollars or Hong Kong dollars (together with the multicurrency revolving credit facility, the “revolving credit facilities”). The 2022 facilities are due on December 9, 2027.
The Company made payments totaling $9.0 million and $8.9 million on its term loan under the 2022 facilities during the thirty-nine weeks ended November 3, 2024 and October 29, 2023, respectively.
The current applicable margin with respect to the Euro TLA facility as of November 3, 2024 was 1.250%. The current applicable margin with respect to the revolving credit facilities as of November 3, 2024 was 0.125% for loans bearing interest at the base rate, Canadian prime rate or daily simple euro short term rate and 1.125% for loans bearing interest at the euro interbank offered rate (“EURIBOR”) or any other rate specified in the 2022 facilities. The applicable margin for borrowings under the Euro TLA facility and each revolving credit facility is subject to adjustment (i) after the date of delivery of the compliance certificate and financial statements, with respect to each of the Company’s fiscal quarters, based upon the Company’s net leverage ratio or (ii) after the date of delivery of notice of a change in the Company’s public debt rating by Standard & Poor’s or Moody’s.
The 2022 facilities require the Company to comply with customary affirmative, negative and financial covenants, including a maximum net leverage ratio, calculated in a manner set forth in the terms of the 2022 facilities. Please see Note 8, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended February 4, 2024 for further discussion of the 2022 facilities.
7 3/4% Debentures Due 2023
The Company had outstanding $100.0 million of debentures due November 15, 2023 that accrued interest at the rate of 7 3/4%. The Company repaid these debentures at maturity.
3 5/8% Euro Senior Notes Due 2024
The Company had outstanding €525.0 million principal amount of 3 5/8% senior notes due July 15, 2024. The Company redeemed these notes on April 25, 2024 utilizing the net proceeds from the issuance of the €525.0 million principal amount of 4 1/8% senior notes due July 16, 2029 together with other available funds, as discussed below. The Company recorded an immaterial amount of debt extinguishment costs to write-off previously capitalized debt issuance costs associated with these notes during the first quarter of 2024.
4 5/8% Senior Notes Due 2025
The Company has outstanding $500.0 million principal amount of 4 5/8% senior notes due July 10, 2025. The Company may redeem some or all of these notes at any time prior to June 10, 2025 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after June 10, 2025 at their principal amount plus any accrued and unpaid interest.
3 1/8% Euro Senior Notes Due 2027
The Company has outstanding €600.0 million principal amount of 3 1/8% senior notes due December 15, 2027. The Company may redeem some or all of these notes at any time prior to September 15, 2027 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after September 15, 2027 at their principal amount plus any accrued and unpaid interest.
4 1/8% Euro Senior Notes Due 2029
The Company issued on April 15, 2024 €525.0 million principal amount of 4 1/8% senior notes due July 16, 2029. The Company paid €5.4 million ($5.7 million based on exchange rates in effect on the payment date) of fees in connection with the issuance of the notes, which are being amortized over the term of the notes.
The Company intends to allocate an amount equal to the net proceeds of the offering to finance or refinance new or existing environmental Eligible Projects focused mainly on sustainable materials and packaging and circularity, as defined in the Company’s prospectus relating to the notes offering. Pending allocation to Eligible Projects, the Company utilized the net proceeds of the offering, together with other available funds, to redeem the €525.0 million principal amount of 3 5/8% senior notes due July 15, 2024, as discussed above.
The Company may redeem some or all of these notes at any time prior to April 16, 2029 by paying a “make whole” premium, plus any accrued and unpaid interest. In addition, the Company may redeem some or all of these notes on or after April 16,
2029, or all of these notes at any time in the event of certain developments affecting taxation, at their principal amount plus any accrued and unpaid interest.
The Company’s financing arrangements contain financial and non-financial covenants and customary events of default. As of November 3, 2024, the Company was in compliance with all applicable financial and non-financial covenants under its financing arrangements.
The Company also has standby letters of credit and bank guarantees primarily to collateralize the Company’s insurance and lease obligations. The Company had $84.9 million of these standby letters of credit and bank guarantees outstanding as of November 3, 2024.
Please see Note 8, “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended February 4, 2024 for further discussion of the Company’s debt.
- INCOME TAXES
The effective income tax rates for the thirteen weeks ended November 3, 2024 and October 29, 2023 were 21.0% and 22.2%, respectively. The effective income tax rates for the thirty-nine weeks ended November 3, 2024 and October 29, 2023 were 13.3% and 22.3%, respectively.
The effective income tax rate for the thirteen weeks ended November 3, 2024 was lower than the prior year period primarily due to a change in the mix of international and domestic earnings.
The effective income tax rate for the thirty-nine weeks ended November 3, 2024 was lower than the prior year period primarily due to (i) a favorable change in the Company’s uncertain tax positions resulting in a benefit to the Company’s 2024 effective income tax rate of 6.5% from the settlement of a multi-year audit in an international jurisdiction in the second quarter of 2024 and (ii) a change in the mix of international and domestic earnings.
- DERIVATIVE FINANCIAL INSTRUMENTS
Cash Flow Hedges
The Company has exposure to changes in foreign currency exchange rates related to anticipated cash flows associated with inventory purchases made by its foreign subsidiaries in a currency other than their functional currency. The Company uses foreign currency forward contracts to hedge against a portion of this exposure.
The Company records the foreign currency forward contracts at fair value in its Consolidated Balance Sheets and does not net the related assets and liabilities. The foreign currency forward contracts associated with certain international inventory purchases are designated as effective hedging instruments (“cash flow hedges”). As such, the changes in the fair value of the cash flow hedges are recorded in equity as a component of accumulated other comprehensive loss (“AOCL”). No amounts were excluded from effectiveness testing.
Net Investment Hedges
The Company has exposure to changes in foreign currency exchange rates related to the value of its investments in foreign subsidiaries denominated in a currency other than the United States dollar. To hedge against a portion of this exposure, the Company uses both non-derivative instruments (the par value of certain of its foreign-denominated debt) and derivative instruments (cross-currency swap contracts), which it designates as net investment hedges.
The Company designated (i) the par value of its €600.0 million principal amount of 3 1/8% senior notes due 2027, (ii) until their redemption on April 25, 2024, the par value of its €525.0 million principal amount of 3 5/8% senior notes due 2024, and (iii) as of April 25, 2024, the par value of its €525.0 million principal amount of 4 1/8% senior notes due 2029 (collectively, “foreign currency borrowings”), that were issued by PVH Corp., a U.S.-based entity, as net investment hedges of its investments in certain of its foreign subsidiaries that use the euro as their functional currency. Please see Note 7, “Debt,” for further discussion of the Company’s foreign currency borrowings.
The Company records the foreign currency borrowings at carrying value in its Consolidated Balance Sheets. The carrying value of the foreign currency borrowings is remeasured at the end of each reporting period to reflect changes in the foreign currency exchange spot rate. During the period in which the foreign currency borrowings are designated as net investment hedges, such remeasurement is recorded in equity as a component of AOCL. The fair value and the carrying value of the foreign currency borrowings designated as net investment hedges were $1,222.6 million and $1,211.0 million, respectively, as of November 3, 2024, $1,201.6 million and $1,209.4 million, respectively, as of February 4, 2024 and $1,148.9 million and $1,183.7 million, respectively, as of October 29, 2023. The Company evaluates the effectiveness of its non-derivative instrument net investment hedges at inception and each quarter thereafter. No amounts were excluded from effectiveness testing.
In 2023, the Company entered into multiple fixed-to-fixed cross-currency swap contracts, which, in aggregate, economically convert the Company’s $500.0 million principal amount of 4 5/8% senior notes due 2025 from a United States dollar-denominated obligation to a euro-denominated obligation of €457.2 million. As part of these swap contracts, the Company will receive fixed-rate United States dollar-denominated interest at a weighted average rate of 1.405% and pay fixed-rate euro-denominated interest at a rate of 0%. The cross-currency swap contracts expire on July 10, 2025. The Company designated these cross-currency swap contracts as net investment hedges of its investments in certain of its foreign subsidiaries that use the euro as their functional currency. The Company records the cross-currency swap contracts at fair value in its Consolidated Balance Sheets and does not net the related assets and liabilities. Changes in the fair value of the cross-currency swap contracts are recorded in equity as a component of AOCL. The Company evaluates the effectiveness of its derivative instrument net investment hedges at inception and each quarter thereafter. The interest components of the cross-currency swaps are excluded from the assessment of hedge effectiveness and are initially recorded in equity as a component of AOCL. Such amounts are recognized ratably over the term of the cross-currency swap contracts as a credit to interest expense in the Company’s Consolidated Statements of Operations.
Undesignated Contracts
The Company records immediately in earnings changes in the fair value of hedges that are not designated as effective hedging instruments (“undesignated contracts”), which primarily include foreign currency forward contracts related to third party and intercompany transactions, and intercompany loans that are not of a long-term investment nature. Any gains and losses that are immediately recognized in earnings on such contracts are largely offset by the remeasurement of the underlying balances.
The Company does not use derivative or non-derivative financial instruments for trading or speculative purposes. The cash flows from the Company’s hedges are presented in the same category in the Company’s Consolidated Statements of Cash Flows as the items being hedged.
The following table summarizes the fair value and presentation of the Company’s derivative financial instruments in its Consolidated Balance Sheets:
| Assets · Liabilities | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 11/3/24 · 2/4/24 · 10/29/23 · 11/3/24 · 2/4/24 · 10/29/23 | ||||||||||||
| (In millions) | Other Current Assets | Other Assets | Other Current Assets | Other Assets | Other Current Assets | Other Assets | Accrued Expenses | Other Liabilities | Accrued Expenses | Other Liabilities | Accrued Expenses | Other Liabilities |
| Contracts designated as cash flow and net investment hedges: | ||||||||||||
| Foreign currency forward contracts (inventory purchases) | $8.0 | $1.1 | $13.2 | $0.5 | $26.5 | $2.6 | $1.3 | $0.1 | $2.4 | $0.4 | $0.1 | $— |
| Cross-currency swap contracts (net investment hedges) | 3.8 | — | 6.4 | — | 4.8 | 9.0 | — | — | — | 1.3 | — | — |
| Undesignated contracts: | ||||||||||||
| Foreign currency forward contracts | 5.1 | — | 1.9 | — | 4.7 | — | 0.7 | — | 1.1 | — | 0.5 | — |
| Total | $16.9 | $1.1 | $21.5 | $0.5 | $36.0 | $11.6 | $2.0 | $0.1 | $3.5 | $1.7 | $0.6 | $— |
The notional amount outstanding of foreign currency forward contracts was $1,341.0 million at November 3, 2024. Such contracts expire principally between November 2024 and April 2026.
The following tables summarize the effect of the Company’s hedges designated as cash flow and net investment hedging instruments:
| Gain (Loss) Recognized in Other Comprehensive (Loss) Income | ||
|---|---|---|
| (In millions) | ||
| Thirteen Weeks Ended | 11/3/24 | 10/29/23 |
| Foreign currency forward contracts (inventory purchases) | $6.7 | $39.8 |
| Foreign currency borrowings (net investment hedges) | 8.6 | 50.5 |
| Cross-currency swap contracts (net investment hedges) | 4.4 | 15.2 |
| Total | $19.7 | $105.5 |
| Thirty-Nine Weeks Ended | 11/3/24 | 10/29/23 |
| Foreign currency forward contracts (inventory purchases) | $10.6 | $47.8 |
| Foreign currency borrowings (net investment hedges) | (5.1) | 33.6 |
| Cross-currency swap contracts (net investment hedges) | 3.9 | 15.2 |
| Total | $9.4 | $96.6 |
| Amount of Gain Reclassified from AOCL into Income, Consolidated Statements of Operations Location, and Total Amount of Consolidated Statements of Operations Line Item | ||||||
|---|---|---|---|---|---|---|
| (In millions) · Amount Reclassified · Location · Total Statements of Operations Amount | ||||||
| Thirteen Weeks Ended · 11/3/24 · 10/29/23 · 11/3/24 · 10/29/23 | ||||||
| Foreign currency forward contracts (inventory purchases) | $5.3 | $6.3 | Cost of goods sold | $938.5 | $1,023.5 | |
| Cross-currency swap contracts (net investment hedges) | 1.7 | 1.4 | Interest expense | 23.0 | 24.3 | |
| Total | $7.0 | $7.7 | ||||
| Thirty-Nine Weeks Ended | 11/3/24 | 10/29/23 | 11/3/24 | 10/29/23 | ||
| Foreign currency forward contracts (inventory purchases) | $17.3 | $16.5 | Cost of goods sold | $2,520.1 | $2,865.8 | |
| Cross-currency swap contracts (net investment hedges) | 5.2 | 1.4 | Interest expense | 69.1 | 75.5 | |
| Total | $22.5 | $17.9 | ||||
A netgain in AOCL on foreign currency forward contracts at November 3, 2024 of $10.7 million is estimated to be reclassified in the next 12 months in the Company’s Consolidated Statement of Operations to cost of goods sold as the underlying inventory hedged by such forward exchange contracts is sold. Amounts recognized in AOCL for the effective portion of the Company’s net investment hedges, including amounts associated with the 3 5/8% senior notes redeemed in April 2024, would be recognized in earnings only upon the sale or substantially complete liquidation of the hedged net investment.
The following table summarizes the effect of the Company’s undesignated contracts recognized in SG&A expenses in its Consolidated Statements of Operations:
| (In millions) | Gain Recognized in SG&A Expenses | |
|---|---|---|
| Thirteen Weeks Ended | 11/3/24 | 10/29/23 |
| Foreign currency forward contracts (1) | $2.5 | $13.1 |
| Thirty-Nine Weeks Ended | 11/3/24 | 10/29/23 |
| Foreign currency forward contracts (1) | $0.3 | $10.3 |
(1) Any gains and losses that are immediately recognized in earnings on such contracts are largely offset by the remeasurement of the underlying balances.
The Company had no derivative financial instruments with credit risk-related contingent features underlying the related contracts as of November 3, 2024.
- FAIR VALUE MEASUREMENTS
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three level hierarchy prioritizes the inputs used to measure fair value as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 – Observable inputs other than quoted prices included in Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data.
Level 3 – Unobservable inputs reflecting the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available.
In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities that are required to be remeasured at fair value on a recurring basis:
| 11/3/24 | 2/4/24 | 10/29/23 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total |
| Assets: | ||||||||||||
| Foreign currency forward contracts | N/A | $14.2 | N/A | $14.2 | N/A | $15.6 | N/A | $15.6 | N/A | $33.8 | N/A | $33.8 |
| Cross-currency swap contracts (net investment hedges) | N/A | 3.8 | N/A | 3.8 | N/A | 6.4 | N/A | 6.4 | N/A | 13.8 | N/A | 13.8 |
| Rabbi trust assets | 14.5 | N/A | N/A | 14.5 | 9.9 | N/A | N/A | 9.9 | 8.9 | N/A | N/A | 8.9 |
| Total Assets | $14.5 | $18.0 | N/A | $32.5 | $9.9 | $22.0 | N/A | $31.9 | $8.9 | $47.6 | N/A | $56.5 |
| Liabilities: | ||||||||||||
| Foreign currency forward contracts | N/A | $2.1 | N/A | $2.1 | N/A | $3.9 | N/A | $3.9 | N/A | $0.6 | N/A | $0.6 |
| Cross-currency swap contracts (net investment hedges) | N/A | — | N/A | — | N/A | 1.3 | N/A | 1.3 | N/A | — | N/A | — |
| Total Liabilities | N/A | $2.1 | N/A | $2.1 | N/A | $5.2 | N/A | $5.2 | N/A | $0.6 | N/A | $0.6 |
The fair value of the foreign currency forward contracts is measured as the total amount of currency to be purchased, multiplied by the difference between (i) the foreign currency forward rate as of the period end and (ii) the settlement rate specified in each contract. The fair value of the cross-currency swap contracts is measured using the discounted cash flows of the contracts, which are determined based on observable inputs, including the foreign currency forward rates and discount rates, as of the period end. The fair value of the rabbi trust assets, which consist of investments in mutual funds, is valued at the net asset value of the funds, as determined by the closing price in the active market in which the individual fund is traded.
The Company established a rabbi trust that holds investments related to the Company’s supplemental savings plan. The rabbi trust is considered a variable interest entity and it is consolidated in the Company’s financial statements because the Company is considered the primary beneficiary of the rabbi trust. The rabbi trust assets generally mirror the investment elections made by eligible plan participants and are included as follows in the Company’s Consolidated Balance Sheets:
| 11/3/24 | 2/4/24 | 10/29/23 | ||||
|---|---|---|---|---|---|---|
| (In millions) | Other Current Assets | Other Assets | Other Current Assets | Other Assets | Other Current Assets | Other Assets |
| Rabbi trust assets | $1.6 | $12.9 | $0.8 | $9.1 | $1.4 | $7.5 |
The corresponding deferred compensation liability is included in accrued expenses and other liabilities in the Company’s Consolidated Balance Sheets. Unrealized gains (losses) recognized on the rabbi trust investments were immaterial during the thirty-nine weeks ended November 3, 2024 and October 29, 2023.
There were no transfers between any levels of the fair value hierarchy for any of the Company’s fair value measurements.
The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets, property, plant and equipment, and operating lease right-of-use assets, are not required to be measured at fair value on a recurring basis, and instead are reported at their carrying amount. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying amount may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial assets are assessed for impairment. If the fair value is determined to be lower than the carrying amount, an impairment charge is recorded to write down the asset to its fair value. There were no impairments recorded during the thirty-nine weeks ended November 3, 2024 and October 29, 2023.
The carrying amounts and the fair values of the Company’s cash and cash equivalents, short-term borrowings and long-term debt were as follows:
| 11/3/24 | 2/4/24 | 10/29/23 | ||||
|---|---|---|---|---|---|---|
| (In millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | Carrying Amount | Fair Value |
| Cash and cash equivalents | $559.6 | $559.6 | $707.6 | $707.6 | $357.6 | $357.6 |
| Short-term borrowings | — | — | — | — | 18.0 | 18.0 |
| Long-term debt (including portion classified as current) | 2,165.3 | 2,176.5 | 2,169.2 | 2,159.5 | 2,236.5 | 2,186.9 |
The fair values of cash and cash equivalents and short-term borrowings approximate their carrying amounts due to the short-term nature of these instruments. The Company estimates the fair value of its long-term debt using quoted market prices as of the last business day of the applicable quarter. The Company classifies the measurement of its long-term debt as a Level 1 measurement. The carrying amounts of long-term debt reflect the unamortized portions of debt issuance costs and the original issue discounts.
- STOCK-BASED COMPENSATION
The Company grants stock-based awards under its Stock Incentive Plan (the “Plan”). Awards that may be granted under the Plan include, but are not limited to (i) service-based non-qualified stock options (“stock options”); (ii) service-based restricted stock units (“RSUs”); and (iii) contingently issuable performance share units (“PSUs”). Please see Note 13, “Stock-Based Compensation,” in the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended February 4, 2024 for a detailed description of the Company’s stock-based compensation awards, including information relating to vesting terms and service, performance and market conditions, and additional information.
Net income for the thirty-nine weeks ended November 3, 2024 and October 29, 2023 included $39.1 million and $39.5 million, respectively, of pre-tax expense related to stock-based compensation, with related recognized income tax benefits of $4.8 million in each year.
Stock Options
The Company estimates the fair value of stock options at the date of grant using the Black-Scholes-Merton model. The estimated fair value of the stock options granted is expensed over the stock options’ requisite service periods.
The following summarizes the assumptions used to estimate the fair value of stock options granted during the thirty-nine weeks ended November 3, 2024 and the resulting weighted average grant date fair value per stock option:
| 11/3/24 | |
|---|---|
| Weighted average risk-free interest rate | 4.33% |
| Weighted average expected stock option term (in years) | 6.25 |
| Weighted average Company volatility | 53.32% |
| Expected annual dividends per share | $0.15 |
| Weighted average grant date fair value per stock option | $60.96 |
Stock option activity for the thirty-nine weeks ended November 3, 2024 was as follows:
| (In thousands, except per stock option data) | Stock Options | Weighted Average Exercise Price Per Stock Option |
|---|---|---|
| Outstanding at February 4, 2024 | 513 | $94.05 |
| Granted | 58 | 109.75 |
| Exercised | 60 | 121.28 |
| Forfeited / Expired | 7 | 115.13 |
| Outstanding at November 3, 2024 | 504 | $92.31 |
RSUs
The fair value of RSUs is equal to the closing price of the Company’s common stock on the date of grant and is expensed over the RSUs’ requisite service periods.
RSU activity for the thirty-nine weeks ended November 3, 2024 was as follows:
| (In thousands, except per RSU data) | RSUs | Weighted Average Grant Date Fair Value Per RSU |
|---|---|---|
| Non-vested at February 4, 2024 | 1,175 | $80.79 |
| Granted | 508 | 109.33 |
| Vested | 417 | 79.97 |
| Forfeited | 150 | 87.81 |
| Non-vested at November 3, 2024 | 1,116 | $93.14 |
PSUs
PSU awards granted to employees have athree-year service period. Each award is subject to various performance and/or market conditions goals as follows:
| Grant Year | Goal for 50% of the Award | Goal for 50% of the Award |
| 2021 | Company total shareholder return (“TSR”) relative to a pre-established group of industry peers during a three-year period from the grant date | Company’s earnings before interest and taxes (“EBIT”) during fiscal 2021 |
| 2022 | Company TSR relative to a pre-established group of industry peers during a three-year period from the grant date | Company’s cumulative EBIT during a fiscal three-year performance period |
| 2023 | Company TSR relative to a pre-established group of industry peers during a three-year period from the grant date | Company’s average return on invested capital (“ROIC”) during a fiscal three-year performance period |
| 2024 | Company TSR relative to a pre-established group of industry peers during a three-year period from the grant date | Company’s average ROIC during a fiscal three-year performance period |
The final number of shares to be earned, if any, is contingent upon the Company’s achievement of goals for the applicable performance period. For awards granted in 2021, the holders of the awards earned an aggregate of 55,000 shares. The Company achieved performance on the one-year EBIT measure above the maximum performance level. The Company achieved performance on the three-year TSR measure between the threshold and target levels.
The Company records expense ratably over the three-year service period, with expense determined as follows: (i) TSR-based portion of the awards is based on the grant date fair value regardless of whether the market condition is satisfied because the awards are subject to market conditions and (ii) EBIT- and ROIC-based portion of the awards are based on the grant date fair value per share and the Company’s current expectations of the probable number of shares that will ultimately be issued.
The grant date fair value of the awards is established as follows: (i) TSR-based portion of the awards uses a Monte Carlo simulation model and (ii) EBIT- and ROIC-based portion of the awards are based on the closing price of the Company’s common stock reduced for the present value of any dividends expected to be paid on such common stock during the three-year service period, as these contingently issuable PSUs do not accrue dividends.
The following summarizes the assumptions used to estimate the fair value of PSUs subject to market conditions that were granted during the thirty-nine weeks ended November 3, 2024 and the resulting weighted average grant date fair value:
| 11/3/24 | |
|---|---|
| Weighted average risk-free interest rate | 4.71% |
| Weighted average Company volatility | 48.28% |
| Expected annual dividends per share | $0.15 |
| Weighted average grant date fair value per PSU | $138.12 |
For certain of the awards granted, the after-tax portion of the award is subject to a holding period of one year after the vesting date. For these awards, the grant date fair value was discounted 4.40% for the restriction of liquidity, which was calculated using the Finnerty model.
Total PSU activity for the thirty-nine weeks ended November 3, 2024 was as follows:
| (In thousands, except per PSU data) | PSUs | Weighted Average Grant Date Fair Value Per PSU |
|---|---|---|
| Non-vested at February 4, 2024 | 236 | $102.29 |
| Granted | 127 | 122.76 |
| Reduction due to market conditions achieved below target | 1 | 157.70 |
| Vested | 55 | 124.12 |
| Forfeited | — | — |
| Non-vested at November 3, 2024 | 307 | $106.68 |
- ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the changes in AOCL, net of related taxes, by component for the thirty-nine weeks ended November 3, 2024 and October 29, 2023:
| (In millions) · Foreign currency translation adjustments · Net unrealized and realized gain (loss) on effective cash flow hedges · Total | ||||
|---|---|---|---|---|
| Balance, February 4, 2024 | $(768.7) | $15.1 | $(753.6) | |
| Other comprehensive (loss) income before reclassifications | (25.5) | (1)(2) | 7.9 | (17.6) |
| Less: Amounts reclassified from AOCL | 3.9 | 12.5 | 16.4 | |
| Other comprehensive loss | (29.4) | (4.6) | (34.0) | |
| Balance, November 3, 2024 | $(798.1) | $10.5 | $(787.6) | |
| (In millions) · Foreign currency translation adjustments · Net unrealized and realized (loss) gain on effective cash flow hedges · Total | ||||
|---|---|---|---|---|
| Balance, January 29, 2023 | $(710.1) | $(3.0) | $(713.1) | |
| Other comprehensive (loss) income before reclassifications | (113.5) | (1)(3) | 34.8 | (78.7) |
| Less: Amounts reclassified from AOCL | 1.1 | 11.8 | 12.9 | |
| Other comprehensive (loss) income | (114.6) | 23.0 | (91.6) | |
| Balance, October 29, 2023 | $(824.7) | $20.0 | $(804.7) | |
(1)Foreign currency translation adjustments included a net (loss) gain on net investment hedges of $(0.9) million and $36.7 million during the thirty-nine weeks ended November 3, 2024 and October 29, 2023, respectively.
(2)Unfavorable foreign currency translation adjustments were principally driven by a strengthening of the United States dollar against the Mexican peso and the Brazilian real.
(3)Unfavorable foreign currency translation adjustments were principally driven by a strengthening of the United States dollar against the euro and certain currencies in the Asia-Pacific region (primarily the Chinese yuan and the Australian dollar).
The following table presents reclassifications from AOCL to earnings for the thirteen and thirty-nine weeks ended November 3, 2024 and October 29, 2023:
| Amount Reclassified from AOCL · Affected Line Item in the Company’s Consolidated Statements of Operations | |||||
|---|---|---|---|---|---|
| Thirteen Weeks Ended · Thirty-Nine Weeks Ended | |||||
| (In millions) · 11/3/24 · 10/29/23 · 11/3/24 · 10/29/23 | |||||
| Realized gain on effective cash flow hedges: | |||||
| Foreign currency forward contracts (inventory purchases) | $5.3 | $6.3 | $17.3 | $16.5 | Cost of goods sold |
| Less: Tax effect | 1.5 | 1.7 | 4.8 | 4.7 | Income tax expense |
| Total, net of tax | $3.8 | $4.6 | $12.5 | $11.8 | |
| Foreign currency translation adjustments: | |||||
| Cross-currency swap contracts (net investment hedges) | $1.7 | $1.4 | $5.2 | $1.4 | Interest expense |
| Less: Tax effect | 0.4 | 0.3 | 1.3 | 0.3 | Income tax expense |
| Total, net of tax | $1.3 | $1.1 | $3.9 | $1.1 | |
- STOCKHOLDERS’ EQUITY
The Company’s Board of Directors has authorized over time beginning in 2015 an aggregate $5.0 billion stock repurchase program through July 30, 2028. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as the Company deems appropriate. Purchases are made based on a variety of factors, such as price, corporate requirements and overall market conditions, applicable legal requirements and limitations, trading restrictions under the Company’s insider trading policy and other relevant factors. The program may be modified by the Board of Directors, including to increase or decrease the repurchase limitation or extend, suspend or terminate the program at any time, without prior notice. The Company’s share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act.
During the thirty-nine weeks ended November 3, 2024 and October 29, 2023, the Company purchased 2.4 million shares and 3.2 million shares, respectively, of its common stock under the program in open market transactions for $254.2 million (excluding excise taxes of $2.2 million) and $268.4 million (excluding excise taxes of $2.3 million), respectively. As of November 3, 2024, the repurchased shares were held as treasury stock and $2.019 billion of the authorization remained available for future share repurchases, excluding excise taxes, as the excise taxes do not reduce the authorized amount remaining.
Treasury stock activity also includes shares that were withheld in conjunction with the settlement of RSUs and PSUs to satisfy tax withholding requirements.
- EXIT ACTIVITY COSTS
Growth Driver 5 Actions
In line with the fifth growth driver of the PVH+ Plan — drive efficiencies and invest in growth — the Company embarked on a multi-year initiative to simplify its operating model by centralizing certain processes and improving systems and automation to drive more efficient and cost-effective ways of working across the organization, through four main pillars: (i) delivering a single global technology stack, (ii) redesigning the Company’s global distribution network, (iii) reengineering the operating model in Europe, and (iv) streamlining and optimizing the Company’s support functions globally (referred to as “Growth Driver 5 Actions”).
The Company expects to generate annual cost savings of approximately $200 million to $300 million, net of continued strategic investments by 2026, with the actions to support this initiative largely completed by the end of 2025. In connection with this initiative, the Company recorded pre-tax severance, termination benefits and other employee costs during the thirteen and thirty-nine weeks ended November 3, 2024 of $12.2 million and $27.5 million, respectively. In addition, the Company sold a warehouse and distribution center during the third quarter of 2024 in connection with this initiative, resulting in a pre-tax gain of $9.5 million that was recorded during the thirteen and thirty-nine weeks ended November 3, 2024 and included in other gain in the Company’s Consolidated Statements of Operations. Such amount represents the consideration received, less costs to sell. The warehouse and distribution center assets had no remaining value at the time of the sale. The Company expects to incur additional pre-tax costs in connection with this initiative, consisting primarily of severance, termination benefits and other employee costs, of approximately $15 million during the remainder of 2024 and additional costs during 2025, however the additional costs cannot be quantified at this time.
The pre-tax severance, termination benefits and other employee costs incurred in connection with the Growth Driver 5 Actions were recorded in SG&A expenses of the Company’s segments as follows:
| (In millions) | Costs Incurred During the Thirteen Weeks Ended 11/3/24 | Costs Incurred During the Thirty-Nine Weeks Ended 11/3/24 | Cumulative Costs Incurred |
|---|---|---|---|
| Tommy Hilfiger North America | $— | $1.4 | $1.4 |
| Tommy Hilfiger International | 5.5 | 12.8 | 12.8 |
| Calvin Klein North America | — | 1.4 | 1.4 |
| Calvin Klein International | 1.9 | 7.1 | 7.1 |
| Corporate (1) | 4.8 | 4.8 | 4.8 |
| Total | $12.2 | $27.5 | $27.5 |
(1) Corporate expenses are not allocated to any reportable segment.
The pre-tax gain of $9.5 million related to the sale of a warehouse and distribution center during the thirteen and thirty-nine weeks ended November 3, 2024 was recorded in other gain in corporate expenses not allocated to any reportable segment.
Please see Note 16, “Segment Data,” for further discussion of the Company’s reportable segments.
The liabilities related to these costs were principally recorded in accrued expenses in the Company’s Consolidated Balance Sheet and were as follows:
| (In millions) | Liability at 2/4/24 | Costs Incurred During the Thirty-Nine Weeks Ended 11/3/24 | Costs Paid During the Thirty-Nine Weeks Ended 11/3/24 | Liability at 11/3/24 |
|---|---|---|---|---|
| Severance, termination benefits and other employee costs | $— | $27.5 | $4.3 | $23.2 |
2022 Cost Savings Initiative
The Company announced in August 2022 that it would be taking steps to streamline its organization and simplify its ways of working. Included in this was a planned reduction in people costs in its global offices by approximately 10% by the end of 2023 to drive efficiencies and enable continued strategic investments to fuel growth, including in digital, supply chain and consumer engagement, which was completed. These reductions have resulted in annual cost savings of over $100 million, net of continued strategic people investments. In connection with this initiative, the Company recorded pre-tax severance, termination benefits and other employee costs of $81.5 million during 2022 and 2023, of which $18.8 million and $57.8 million was incurred during the thirteen and thirty-nine weeks ended October 29, 2023, respectively. All expected costs related to this initiative were incurred by the end of 2023.
The pre-tax costs incurred in connection with the 2022 cost savings initiative were recorded in SG&A expenses of the Company’s segments as follows:
| (In millions) | Costs Incurred During the Thirteen Weeks Ended 10/29/23 | Costs Incurred During the Thirty-Nine Weeks Ended 10/29/23 | Cumulative Costs Incurred |
|---|---|---|---|
| Tommy Hilfiger North America | $5.4 | $11.8 | $17.4 |
| Tommy Hilfiger International | 3.6 | 15.9 | 19.8 |
| Calvin Klein North America | 2.6 | 8.5 | 13.7 |
| Calvin Klein International | 1.7 | 10.2 | 14.3 |
| Heritage Brands Wholesale | 3.2 | 7.8 | 10.4 |
| Corporate (1) | 2.3 | 3.6 | 5.9 |
| Total | $18.8 | $57.8 | $81.5 |
(1) Corporate expenses are not allocated to any reportable segment.
Please see Note 16, “Segment Data,” for further discussion of the Company’s reportable segments.
The liabilities related to these costs were principally recorded in accrued expenses in the Company’s Consolidated Balance Sheet and were as follows:
| (In millions) | Liability at 2/4/24 | Costs Paid During the Thirty-Nine Weeks Ended 11/3/24 | Liability at 11/3/24 |
|---|---|---|---|
| Severance, termination benefits and other employee costs | $20.4 | $16.3 | $4.1 |
- NET INCOME PER COMMON SHARE
The Company computed its basic and diluted net income per common share as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| (In millions, except per share data) | 11/3/24 | 10/29/23 | 11/3/24 | 10/29/23 |
| Net income | $131.9 | $161.6 | $441.3 | $391.8 |
| Weighted average common shares outstanding for basic net income per common share | 55.8 | 60.3 | 56.4 | 61.7 |
| Weighted average impact of dilutive securities | 0.5 | 0.5 | 0.7 | 0.6 |
| Total shares for diluted net income per common share | 56.3 | 60.8 | 57.1 | 62.3 |
| Basic net income per common share | $2.37 | $2.68 | $7.83 | $6.35 |
| Diluted net income per common share | $2.34 | $2.66 | $7.74 | $6.29 |
Potentially dilutive securities excluded from the calculation of diluted net income per common share as the effect would be anti-dilutive were as follows:
| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||
|---|---|---|---|---|
| (In millions) | 11/3/24 | 10/29/23 | 11/3/24 | 10/29/23 |
| Weighted average potentially dilutive securities | 0.6 | 1.1 | 0.4 | 1.0 |
Shares underlying contingently issuable awards that have not met the necessary conditions as of the end of a reporting period are not included in the calculation of diluted net income per common share for that period. The Company had contingently issuable PSU awards outstanding that did not meet the performance conditions as of November 3, 2024 and October 29, 2023 and, therefore, were excluded from the calculation of diluted net income per common share for each applicable period. The maximum number of potentially dilutive shares that could be issued upon vesting for such awards was 0.4 million and 0.3 million as of November 3, 2024 and October 29, 2023, respectively. These amounts were also excluded from the computation of weighted average potentially dilutive securities in the table above.
- SEGMENT DATA
The Company manages its operations through its operating divisions, which are presented as its reportable segments: (i) Tommy Hilfiger North America; (ii) Tommy Hilfiger International; (iii) Calvin Klein North America; (iv) Calvin Klein International; and (v) Heritage Brands Wholesale.
Tommy Hilfiger North America Segment - This segment consists of the Company’s Tommy Hilfiger North America division. This segment derives revenue principally from (i) marketing TOMMY HILFIGER branded apparel and related products at wholesale in the United States and Canada, primarily to department stores and off-price retailers, as well as digital commerce sites operated by department store customers and pure play digital commerce retailers; (ii) operating retail stores, which are primarily located in premium outlet centers in the United States and Canada, and a digital commerce site in the United States, which sells TOMMY HILFIGER branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the TOMMY HILFIGER brand names for a broad range of product categories in North America. This segment also includes the Company’s proportionate share of the net income or loss of its investments in its unconsolidated affiliate in Mexico and its unconsolidated PVH Legwear LLC affiliate relating to each affiliate’s Tommy Hilfiger business.
Tommy Hilfiger International Segment - This segment consists of the Company’s Tommy Hilfiger International division. This segment derives revenue principally from (i) marketing TOMMY HILFIGER branded apparel and related products at wholesale principally in Europe, Asia and Australia, primarily to department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees; (ii) operating retail stores, concession locations and digital commerce sites in Europe, Asia and Australia, which sell TOMMY HILFIGER branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the TOMMY HILFIGER brand names for a broad range of product categories outside of North America. This segment also includes the Company’s proportionate share of the net income or loss of its investments in its unconsolidated affiliate in India relating to the affiliate’s Tommy Hilfiger business, and its unconsolidated affiliate in Brazil.
Calvin Klein North America Segment - This segment consists of the Company’s Calvin Klein North America division. This segment derives revenue principally from (i) marketing Calvin Klein branded apparel and related products at wholesale in the United States and Canada, primarily to warehouse clubs, department and specialty stores, and off-price retailers, as well as digital commerce sites operated by department store customers and pure play digital commerce retailers; (ii) operating retail stores, which are primarily located in premium outlet centers in the United States and Canada, and a digital commerce site in the United States, which sells Calvin Klein branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the Calvin Klein brand names for a broad range of product categories in North America. This segment also includes the Company’s proportionate share of the net income or loss of its investments in its unconsolidated affiliate in Mexico and its unconsolidated PVH Legwear LLC affiliate relating to each affiliate’s Calvin Klein business.
Calvin Klein International Segment- This segment consists of the Company’s Calvin Klein International division. This segment derives revenue principally from (i) marketing Calvin Klein branded apparel and related products at wholesale principally in Europe, Asia, Brazil and Australia, primarily to department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees; (ii) operating retail stores, concession locations and digital commerce sites in Europe, Asia, Brazil and Australia, which sell Calvin Klein branded apparel, accessories and related products; and (iii) licensing and similar arrangements relating to the use by third parties of the Calvin Klein brand names for a broad range of product categories outside of North America. This segment also includes the Company’s proportionate share of the net income or loss of its investment in its unconsolidated affiliate in India relating to the affiliate’s Calvin Klein business.
Heritage Brands Wholesale Segment - This segment consists of the Company’s Heritage Brands Wholesale division. This segment derives revenue primarily from the marketing to department, chain and specialty stores, warehouse clubs, mass market, and off-price retailers (in stores and online), as well as pure play digital commerce retailers primarily in North America of (i) women’s intimate apparel conducted under the Warner’s, Olgaand True&Co. trademarks until November 27, 2023, when the Company completed the Heritage Brands intimates transaction; (ii) men’s underwear under the Nike brand, which is licensed; and (iii) men’s dress shirts under the Van Heusen brand, which is licensed, as well as under various other licensed brand names. Please see Note 4, “Divestitures,” for further discussion of the Heritage Brands intimates transaction. This segment also includes the Company’s proportionate share of the net income or loss of its investments in its unconsolidated affiliate in Mexico and its unconsolidated PVH Legwear LLC affiliate relating to each affiliate’s business under various owned and licensed brand names.
The Company’s revenue by segment was as follows:
| Thirteen Weeks Ended · Thirty-Nine Weeks Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 11/3/24 | (1) | 10/29/23 | (1) | 11/3/24 | (1) | 10/29/23 | (1) | |
| Revenue – Tommy Hilfiger North America | |||||||||
| Net sales | $318.1 | $326.9 | $885.7 | $891.2 | |||||
| Royalty revenue | 25.5 | 25.6 | 69.0 | 64.4 | |||||
| Advertising and other revenue | 6.2 | 6.7 | 15.2 | 15.5 | |||||
| Total | 349.8 | 359.2 | 969.9 | 971.1 | |||||
| Revenue – Tommy Hilfiger International | |||||||||
| Net sales | 830.5 | 831.1 | 2,281.3 | 2,444.1 | |||||
| Royalty revenue | 16.0 | 15.6 | 43.8 | 45.2 | |||||
| Advertising and other revenue | 4.6 | 4.0 | 12.6 | 13.0 | |||||
| Total | 851.1 | 850.7 | 2,337.7 | 2,502.3 | |||||
| Revenue – Calvin Klein North America | |||||||||
| Net sales | 287.7 | 310.0 | 797.1 | 807.6 | |||||
| Royalty revenue | 41.6 | 51.0 | 116.3 | 121.1 | |||||
| Advertising and other revenue | 12.5 | 14.5 | 32.1 | 35.9 | |||||
| Total | 341.8 | 375.5 | 945.5 | 964.6 | |||||
| Revenue – Calvin Klein International | |||||||||
| Net sales | 634.5 | 627.4 | 1,819.8 | 1,836.0 | |||||
| Royalty revenue | 14.7 | 15.5 | 37.5 | 41.3 | |||||
| Advertising and other revenue | 2.9 | 3.8 | 8.2 | 8.2 | |||||
| Total | 652.1 | 646.7 | 1,865.5 | 1,885.5 | |||||
| Revenue – Heritage Brands Wholesale | |||||||||
| Net sales | 60.2 | 130.4 | 162.4 | 403.2 | |||||
| Royalty revenue | 0.1 | 0.3 | 0.2 | 0.8 | |||||
| Advertising and other revenue | — | 0.1 | 0.1 | 0.3 | |||||
| Total | 60.3 | 130.8 | 162.7 | 404.3 | |||||
| Total Revenue | |||||||||
| Net sales | 2,131.0 | 2,225.8 | 5,946.3 | 6,382.1 | |||||
| Royalty revenue | 97.9 | 108.0 | 266.8 | 272.8 | |||||
| Advertising and other revenue | 26.2 | 29.1 | 68.2 | 72.9 | |||||
| Total | $2,255.1 | $2,362.9 | $6,281.3 | $6,727.8 | |||||
(1) Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
The Company’s revenue by distribution channel was as follows:
| Thirteen Weeks Ended · Thirty-Nine Weeks Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 11/3/24 | (1) | 10/29/23 | (1) | 11/3/24 | (1) | 10/29/23 | (1) | |
| Wholesale net sales | $1,203.1 | $1,301.6 | $3,155.4 | $3,555.8 | |||||
| Owned and operated retail stores | 760.0 | 754.7 | 2,293.9 | 2,305.0 | |||||
| Owned and operated digital commerce sites | 167.9 | 169.5 | 497.0 | 521.3 | |||||
| Retail net sales | 927.9 | 924.2 | 2,790.9 | 2,826.3 | |||||
| Net sales | 2,131.0 | 2,225.8 | 5,946.3 | 6,382.1 | |||||
| Royalty revenue | 97.9 | 108.0 | 266.8 | 272.8 | |||||
| Advertising and other revenue | 26.2 | 29.1 | 68.2 | 72.9 | |||||
| Total | $2,255.1 | $2,362.9 | $6,281.3 | $6,727.8 | |||||
(1)Revenue was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
The Company’s income before interest and taxes by segment was as follows:
| Thirteen Weeks Ended · Thirty-Nine Weeks Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 11/3/24 | (1) | 10/29/23 | (1) | 11/3/24 | (1) | 10/29/23 | (1) | ||||
| Income before interest and taxes – Tommy Hilfiger North America | $32.6 | (3)(4) | $39.5 | (5) | $91.3 | (4)(6) | $55.0 | (8) | ||||
| Income before interest and taxes – Tommy Hilfiger International | 58.0 | (3)(4) | 90.8 | (5) | 202.1 | (4)(6) | 290.5 | (8) | ||||
| Income before interest and taxes – Calvin Klein North America | 40.1 | 48.8 | (5) | 114.5 | (6) | 71.4 | (8) | |||||
| Income before interest and taxes – Calvin Klein International | 84.5 | (3) | 94.9 | (5) | 255.7 | (6) | 275.5 | (8) | ||||
| Income before interest and taxes – Heritage Brands Wholesale | 10.3 | 3.9 | (5) | 33.2 | (7) | 21.5 | (8) | |||||
| Loss before interest and taxes – Corporate(2) | (42.4) | (3) | (48.1) | (5) | (134.7) | (6) | (142.0) | (8) | ||||
| Income before interest and taxes | $183.1 | $229.8 | $562.1 | $571.9 | ||||||||
(1) Income before interest and taxes was impacted by fluctuations of the United States dollar against foreign currencies in which the Company transacts significant levels of business.
(2) Includes corporate expenses not allocated to any reportable segments. Corporate expenses represent overhead operating expenses and include expenses for senior corporate management, corporate finance, information technology related to corporate infrastructure, certain digital investments, certain corporate responsibility initiatives, certain global strategic initiatives and actuarial gains and losses on the Company’s Pension Plans, SERP Plans and Postretirement Plans (which are generally recorded in the fourth quarter).
(3) Income (loss) before interest and taxes for the thirteen weeks ended November 3, 2024 included net costs of $2.7 million incurred related to the Growth Driver 5 Actions described in Note 14, “Exit Activity Costs,” consisting principally of severance and a gain in connection with the sale of a warehouse and distribution center. Such costs were included in the Company’s segments as follows: $5.5 million in Tommy Hilfiger International, $1.9 million in Calvin Klein International, and a net gain of $(4.7) million in corporate expenses not allocated to any reportable segments. Please see Note 14, “Exit Activity Costs,” for further discussion.
(4) Income before interest and taxes for the thirteen and thirty-nine weeks ended November 3, 2024 included costs of $50.7 million incurred in connection with an amendment to Mr. Tommy Hilfiger’s employment agreement pursuant to which the Company made a cash buyout of a portion of the future payment obligations. Such costs were included in the Company’s segments as follows: $17.1 million in Tommy Hilfiger North America and $33.6 million in Tommy Hilfiger International.
(5)Income (loss) before interest and taxes for the thirteen weeks ended October 29, 2023 included costs of $18.8 million incurred related to the 2022 cost savings initiative described in Note 14, “Exit Activity Costs,” consisting principally of severance. Such costs were included in the Company’s segments as follows: $5.4 million in Tommy Hilfiger North America, $3.6 million in Tommy Hilfiger International, $2.6 million in Calvin Klein North America, $1.7 million in Calvin Klein International, $3.2 million in Heritage Brands Wholesale and $2.3 million in corporate expenses not allocated to any reportable segments. Please see Note 14, “Exit Activity Costs,” for further discussion.
(6) Income (loss) before interest and taxes for the thirty-nine weeks ended November 3, 2024 included net costs of $18.0 million incurred related to the Growth Driver 5 Actions described in Note 14, “Exit Activity Costs,” consisting principally of severance and a gain in connection with the sale of a warehouse and distribution center. Such costs were included in the Company’s segments as follows: $1.4 million in Tommy Hilfiger North America, $12.8 million in Tommy Hilfiger International, $1.4 million in Calvin Klein North America, $7.1 million in Calvin Klein International, and a net gain of $(4.7) million in corporate expenses not allocated to any reportable segments. Please see Note 14, “Exit Activity Costs,” for further discussion.
(7) Income before interest and taxes for the thirty-nine weeks ended November 3, 2024 included a gain of $10.0 million in connection with the Heritage Brands intimates transaction due to the accelerated realization of the earnout provided for in the agreement with Basic Resources. Please see Note 4, “Divestitures,” for further discussion.
(8)Income (loss) before interest and taxes for the thirty-nine weeks ended October 29, 2023 included costs of $57.8 million incurred related to the 2022 cost savings initiative described in Note 14, “Exit Activity Costs,” consisting principally of severance. Such costs were included in the Company’s segments as follows: $11.8 million in Tommy Hilfiger North America, $15.9 million in Tommy Hilfiger International, $8.5 million in Calvin Klein North America, $10.2 million in Calvin Klein International, $7.8 million in Heritage Brands Wholesale and $3.6 million in corporate expenses not allocated to any reportable segments. Please see Note 14, “Exit Activity Costs,” for further discussion.
Intersegment transactions, which primarily consist of transfers of inventory, are not material.
- RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
The Financial Accounting Standards Board (“FASB”) issued in September 2022 an update to accounting guidance requiring disclosures that increase the transparency surrounding the use of supplier finance programs, including the key terms of the programs, and information about the obligations under these programs, including a rollforward of those obligations. The update does not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The Company adopted the update in the first quarter of 2023 on a retrospective basis, except for the requirement to disclose rollforward information, which became effective for the Company in 2024 for annual disclosure on a prospective basis. The adoption did not have any impact on the Company’s consolidated financial statements as the guidance only pertains to financial statements footnote disclosures. Please see Note 18, “Other Comments,” for the Company’s disclosures pertaining to this update.
Accounting Guidance Issued But Not Adopted as of November 3, 2024
The FASB issued in November 2023 an update to accounting guidance requiring disclosure on an annual and interim basis of incremental segment information, primarily to enhance disclosures about significant segment expenses. The update will be effective for the Company beginning with its 2024 annual consolidated financial statements and interim statements thereafter, with early adoption permitted. Entities are required to adopt the guidance on a retrospective basis. The Company is currently evaluating the update to determine the impact the adoption will have on its footnote disclosure to its consolidated financial statements.
The FASB issued in December 2023 an update to accounting guidance which is intended to improve the transparency of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The update will be effective for the Company beginning with its 2025 annual consolidated financial statements, with early adoption permitted. Entities are required to apply the guidance on a prospective basis, with retrospective application permitted. The Company is currently evaluating the update to determine the impact the adoption will have on its footnote disclosure to its consolidated financial statements.
- OTHER COMMENTS
Warehouse and Distribution Expenses
The Company records warehousing and distribution expenses, which are subject to exchange rate fluctuations, as a component of SG&A expenses in its Consolidated Statements of Operations. Warehousing and distribution expenses incurred in the thirteen and thirty-nine weeks ended November 3, 2024 totaled $84.2 million and $248.5 million, respectively. Warehousing and distribution expenses incurred in the thirteen and thirty-nine weeks ended October 29, 2023 totaled $88.7 million and $264.2 million, respectively.
Allowance For Credit Losses
The Company is exposed to credit losses primarily through trade receivables from its customers and licensees. The Company records an allowance for credit losses as a reduction to its trade receivables for amounts that the Company does not expect to recover. An allowance for credit losses is determined through an analysis of the aging of accounts receivable and assessments of collectibility based on historical trends, the financial condition of the Company’s customers and licensees, including any known or anticipated bankruptcies, and an evaluation of current economic conditions as well as the Company’s expectations of conditions in the future. The Company writes off uncollectible trade receivables once collection efforts have been exhausted and third parties confirm the balance is not recoverable. The allowance for credit losses on trade receivables was $46.6 million, $41.1 million and $43.9 million as of November 3, 2024, February 4, 2024 and October 29, 2023, respectively.
Supply Chain Finance Program
The Company has a voluntary supply chain finance program (the “SCF program”) administered through a third party platform that provides the Company’s inventory suppliers with the opportunity to sell their receivables due from the Company to participating financial institutions in advance of the invoice due date, at the sole discretion of both the suppliers and the financial institutions. The Company is not a party to the agreements between the suppliers and the financial institutions and has no economic interest in a supplier’s decision to sell a receivable. The Company’s payment obligations, including the amounts due and payment terms, which generally do not exceed 90 days, are not impacted by suppliers’ participation in the SCF program.
Accordingly, amounts due to suppliers that elected to participate in the SCF program are included in accounts payable in the Company’s Consolidated Balance Sheets and the corresponding payments are reflected in cash flows from operating activities in the Company’s Consolidated Statements of Cash Flows. Suppliers had elected to sell $422.9 million, $423.4 million and $348.3 million of the Company’s payment obligations that were outstanding as of November 3, 2024, February 4, 2024 and October 29, 2023, respectively, to financial institutions and $1,330.8 million and $1,481.8 million had been settled through the program during the thirty-nine weeks ended November 3, 2024 and October 29, 2023, respectively.
Guarantees
The Company has guaranteed the payment of amounts on behalf of certain parties. There have been no significant changes to the amounts guaranteed by the Company from those discussed in Note 21, “Guarantees,” in the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K for the year ended February 4, 2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.