We aggregate our reporting segments into three main businesses: (i) Tommy Hilfiger,
which consists of the businesses we operate under our TOMMY HILFIGER trademarks; (ii)
Calvin Klein, which consists of the businesses we operate under our Calvin Klein
trademarks; and (iii) Heritage Brands, which consists of the businesses we operate under
our Van Heusen, IZOD, ARROW, Warner's, Olga, True&Co. and Geoffrey Beene trademarks, the
Speedo trademark, which we licensed for North America and the Caribbean until April 6,
2020, and other owned and licensed trademarks. References to the brand names TOMMY
HILFIGER, Calvin Klein, Van Heusen, IZOD, ARROW, Warner's, Olga, True&Co. and Geoffrey
Beene and to other brand names are to registered and common law trademarks owned by us
or licensed to us by third parties and are identified by italicizing the brand name.



OVERVIEW

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

We are one of the largest global apparel companies in the world, with a history
going back 140 years. In March 2020, we marked our 100-year anniversary as a
listed company on the New York Stock Exchange. We manage a diversified brand
portfolio, including TOMMY HILFIGER, Calvin Klein, Van Heusen, IZOD, ARROW,
Warner's, Olga, True&Co. and Geoffrey Beene, which are owned, as well as various
other owned, licensed and, to a lesser extent, private label brands. We had a
perpetual license for Speedo in North America and the Caribbean until April 6,
2020.

Our business strategy is to position our brands 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, while minimizing competition among our
brands and reducing our reliance on any one demographic group, product category,
price point, distribution channel or region. We also license the use of our
trademarks to third parties and joint ventures for product categories and in
regions where we believe our licensees' expertise can better serve our brands.

We generated revenue of $7.1 billion and $9.9 billion in 2020 and 2019,
respectively. Over 60% of our revenue in 2020 and over 50% of our revenue in
2019 was generated outside of the United States. Our business was significantly
negatively impacted by the COVID-19 pandemic during 2020, resulting in an
unprecedented material decline in revenue. Our global lifestyle brands, TOMMY
HILFIGER and Calvin Klein, accounted for over 85% of our revenue during 2020 and
2019.

RESULTS OF OPERATIONS

COVID-19 Pandemic Update

The COVID-19 pandemic has had, and continues to have, a significant impact on
our business, results of operations, financial condition and cash flows from
operations.

Our retail stores have been, and continue to be, impacted by temporary closures, reduced hours and limited occupancy as a result of the pandemic:

•Virtually all of our retail stores were closed for six weeks on average in the first quarter of 2020 but had reopened by mid-June 2020.



•During the first quarter of 2021, our retail stores continued to face
significant pressure as a result of the pandemic, including additional temporary
store closures, for a significant percentage of our stores in Europe, Canada and
Japan.

In addition, our North America retail stores have been, and continue to be,
challenged by the lack of international tourists coming to the United States, as
stores located in international tourist destinations represent a significant
portion of that business.

Our brick and mortar wholesale customers and licensing partners also have
experienced significant business disruptions as a result of the pandemic, with
several of our North America wholesale customers filing for bankruptcy in 2020.
Our wholesale customers and franchisees globally generally have experienced
temporary store closures at the same time as us. Although most of our wholesale
customers' and franchisees' stores had reopened the majority of their locations
across all regions by mid-June
                                       37
--------------------------------------------------------------------------------

2020, there was a significant level of inventory that remained in their stores.
The elevated inventory levels, as well as lower traffic and consumer demand,
resulted in a sharp reduction in shipments to these customers in 2020.

Our digital channels, which have historically represented a less significant
portion of our overall business, experienced strong growth during 2020 and into
the first quarter of 2021, both with respect to sales to our traditional and
pure play wholesale customers, as well as within our own directly operated
digital commerce businesses across all brand businesses and regions. While we
expect digital growth will be less pronounced for the remainder of 2021 as
stores reopen, our digital penetration as a percentage of total revenue is
expected to remain consistent.

In addition, the pandemic has impacted, and continues to impact, our supply
chain partners, including third-party manufacturers, logistics providers and
other vendors, as well as the supply chains of our licensees. A current vessel
and container shortage globally, as well as factory delays as a result of
resurgences in COVID-19 cases in some of our key sourcing countries,
particularly in India, has delayed and is expected to continue to delay
inventory orders and, in turn, deliveries to our wholesale customers and
availability in our stores and for our directly operated digital commerce
businesses. These supply chain disruptions have impacted our inventory levels in
the first quarter of 2021 and could impact our sales volumes in future periods.
Our 2021 outlook contemplates delays of approximately four to six weeks on
average for certain inventory orders, but does not contemplate any greater
supply chain disruptions beyond that. We continue to monitor these delays and
other potential disruptions in our supply chain and will implement mitigation
plans as needed.

Throughout the pandemic, our top priority has been to ensure the health and
safety of our associates, consumers and employees of our business partners
around the world. Accordingly, we have implemented health and safety measures to
support high standards in our retail stores, office and distribution centers,
including temporary closures, reduced occupancy levels, and social distancing
and sanitization measures, as well as changes to fitting room use in our stores.
We have incurred and expect to continue to incur additional costs associated
with these measures.

We took the following actions, starting in the first quarter of 2020, to reduce
operating expenses in response to the pandemic and the evolving retail
landscape: (i) reducing payroll costs, including temporary furloughs, salary and
incentive compensation reductions, decreased working hours, and hiring freezes,
as well as taking advantage of COVID-related government payroll subsidy programs
primarily in international jurisdictions, (ii) eliminating or reducing expenses
in all discretionary spending categories and (iii) reducing rent expense through
rent abatements negotiated with landlords for certain stores affected by
temporary closures. We also announced in July 2020 plans to streamline our North
American operations to better align our business with the evolving retail
landscape, including (i) a reduction in our North America office workforce by
approximately 450 positions, or 12%, across all three brand businesses and
corporate functions, which is expected to result in annual cost savings of
approximately $80 million, and (ii) the exit from our Heritage Brands Retail
business by mid-2021. In March 2021, we announced plans to reduce our workforce,
primarily in certain international markets, and to reduce our real estate
footprint, including reductions in office space and select store closures, which
are expected to result in annual cost savings of approximately $60 million.

We also have taken and continue to take actions to manage our working capital
and liquidity. Please see the section entitled "Liquidity and Capital Resources"
below for further discussion.

The impacts of the COVID-19 pandemic resulted in an unprecedented material
decline in our revenue and earnings in 2020, including $1.021 billion of pre-tax
noncash impairment charges recognized during the year, primarily related to
goodwill, tradenames and other intangible assets, and store assets. There
continues to be uncertainty with respect to the impact of the pandemic on our
business and the businesses of our licensees and wholesale customers, and our
revenue and earnings in 2021 may be subject to significant material change. We
currently expect the pandemic will continue to negatively impact our revenue and
earnings in 2021. Our international businesses exceeded 2019 pre-pandemic
revenue levels in the first quarter of 2021, and are expected to continue to
exceed pre-pandemic revenue levels for the remainder of 2021. Our North America
businesses are expected to remain challenged throughout 2021 as international
tourism, which is the source of a significant portion of regional revenue, is
not expected to return to any significant level this year.

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, neckwear, handbags, accessories, footwear and other related
products under owned and licensed trademarks, and (ii) the sale of certain of
these products through (a) approximately 1,700 Company-operated free-standing
retail store locations worldwide under our TOMMY HILFIGER, Calvin Klein and
                                       38
--------------------------------------------------------------------------------

certain of our heritage brands trademarks, (b) approximately 1,415
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 and in the United States
through our directly operated digital commerce sites for Van Heusen, IZOD, and,
until April 6, 2020, Speedo. We announced in July 2020 a plan to exit our
Heritage Brands Retail business, which will result in the closing of 162
heritage brands stores by mid-2021. Approximately 50 of these stores had been
closed by May 2, 2021. Additionally, we generate royalty, advertising and other
revenue from fees for licensing the use of our trademarks. We manage our
operations through our operating divisions, which are presented as six
reportable segments: (i) Tommy Hilfiger North America; (ii) Tommy Hilfiger
International; (iii) Calvin Klein North America; (iv) Calvin Klein
International; (v) Heritage Brands Wholesale; and (vi) Heritage Brands Retail.
Our Heritage Brands Retail segment will cease operations following the closure
of our directly operated Heritage Brands Retail stores.

We have entered into the following transactions, which impact our results of
operations and comparability among the periods, including our full year 2021
expectations as compared to full year 2020, as discussed in the section entitled
"Results of Operations" below:

•We announced in March 2021 plans to reduce our workforce, primarily in certain
international markets, and to reduce our real estate footprint, including
reductions in office space and select store closures, which are expected to
result in annual cost savings of approximately $60 million. We recorded pre-tax
costs of $43 million in the first quarter of 2021 consisting of (i) $28 million
of noncash asset impairments, (ii) $12 million of severance and (iii) $3 million
of contract termination and other costs. We expect to incur additional pre-tax
costs of approximately $27 million during the remainder of 2021 in connection
with these actions, consisting of severance and contract termination and other
costs. Please see Note 16, "Exit Activity Costs," in the Notes to Consolidated
Financial Statements included in Part I, Item 1 of this report for further
discussion.

•We announced in July 2020 plans to streamline our North American operations to
better align our business with the evolving retail landscape including (i) a
reduction in our office workforce by approximately 450 positions, or 12%, across
all three brand businesses and corporate functions (the "North America workforce
reduction"), which is expected to result in annual cost savings of approximately
$80 million, and (ii) the exit from our Heritage Brands Retail business by
mid-2021. All costs related to the North America workforce reduction were
incurred by the end of 2020. We recorded pre-tax costs of $8 million in the
first quarter of 2021 in connection with the exit from the Heritage Brands
Retail business, consisting of $5 million of severance and other termination
benefits and $3 million of accelerated amortization of lease assets. We expect
to incur additional pre-tax costs of approximately $13 million in the second
quarter of 2021 in connection with the Heritage Brands Retail business closure,
primarily consisting of contract termination and other costs, severance and
accelerated amortization of lease assets. We recorded pre-tax costs of $69
million during 2020, including (i) $40 million related to the North America
workforce reduction, primarily consisting of severance, and (ii) $29 million in
connection with the exit from the Heritage Brands Retail business, consisting of
$15 million of severance, $7 million of noncash asset impairments and $7 million
of accelerated amortization of lease assets and other costs. Please see Note 16,
"Exit Activity Costs," in the Notes to Consolidated Financial Statements
included in Part I, Item 1 of this report for further discussion.

•We completed the sale of our Speedo North America business to Pentland Group
PLC ("Pentland"), the parent company of the Speedo brand, in April 2020 for net
proceeds of $169 million (the "Speedo transaction"). Upon the closing of the
transaction, we deconsolidated the net assets of the Speedo North America
business. We recorded a pre-tax noncash loss of $142 million in the fourth
quarter of 2019, when the transaction was announced, consisting of (i) a noncash
impairment of our perpetual license right for the Speedo trademark and (ii) a
noncash loss to reduce the carrying value of the business to its estimated fair
value, less costs to sell. We recorded an additional pre-tax noncash net loss of
$3 million in the first quarter of 2020 upon the closing of the transaction,
consisting of (i) a $6 million noncash loss resulting from the remeasurement of
the loss recorded in the fourth quarter of 2019, primarily due to changes to the
net assets of the Speedo North America business subsequent to February 2, 2020,
partially offset by (ii) a $3 million gain on our retirement plans. Please see
Note 4, "Acquisitions and Divestitures," in the Notes to Consolidated Financial
Statements included in Part I, Item 1 of this report for further discussion.

•We completed the acquisition of the approximately 78% interest in Gazal
Corporation Limited ("Gazal") that we did not already own (the "Australia
acquisition") in 2019. Prior to the closing of the acquisition, we, along with
Gazal, jointly owned and managed a joint venture, PVH Brands Australia Pty.
Limited ("PVH Australia"), which licensed and operated businesses under the
TOMMY HILFIGER, Calvin Klein and Van Heusen brands, along with other licensed
and owned brands. PVH Australia came under our full control as a result of the
acquisition and we now operate directly those businesses. The aggregate net
purchase price for the shares acquired was $59 million, net of cash acquired and
after taking into account the proceeds from the divestiture to a third party of
an office building and
                                       39
--------------------------------------------------------------------------------

warehouse owned by Gazal in June 2019. Pursuant to the terms of the acquisition
agreement, key executives of Gazal and PVH Australia exchanged a portion of
their interests in Gazal for approximately 6% of the outstanding shares of our
previously wholly owned subsidiary that acquired 100% of the ownership interests
in the Australia business, for which we recognized a liability on the date of
the acquisition. We settled in June 2020 a portion of the liability for this
mandatorily redeemable non-controlling interest for $17 million. The remaining
liability of $24 million as of May 2, 2021 (based on exchange rates in effect on
that date) was paid to the management shareholders in June 2021.

In connection with the Australia acquisition we recorded a pre-tax expense of $5
million during 2020 in interest expense resulting from the remeasurement of this
mandatorily redeemable non-controlling interest. Please see Note 4,
"Acquisitions and Divestitures," in the Notes to Consolidated Financial
Statements included in Part I, Item 1 of this report for further discussion.

Our Tommy Hilfiger and Calvin Klein businesses each have substantial
international components that expose us to significant foreign exchange
risk. Our Heritage Brands business also has international components but those
components are not significant to the business. Our results of operations in
local foreign currencies are translated into United States dollars using an
average exchange rate over the representative period. Accordingly, our results
of operations are unfavorably impacted during times of a strengthening United
States dollar against the foreign currencies in which we generate significant
revenue and earnings and favorably impacted during times of a weakening United
States dollar against those currencies. Over 60% of our 2020 revenue was subject
to foreign currency translation. The United States dollar strengthened against
most major currencies in 2019 and into the first half of 2020, but then weakened
against those currencies in the latter half of 2020, particularly the euro,
which is the foreign currency in which we transact the most business. We
currently expect our 2021 revenue and net income to increase by approximately
$220 million and $30 million, respectively, due to the impact of foreign
currency translation.

There is also a transactional impact on our financial results because inventory
typically is purchased in United States dollars by our foreign subsidiaries. Our
results of operations will be unfavorably impacted during times of a
strengthening United States dollar, as the increased local currency value of
inventory results in a higher cost of goods in local currency when the goods are
sold, and favorably impacted during times of a weakening United States dollar,
as the decreased local currency value of inventory results in a lower cost of
goods in local currency when the goods are sold. We use foreign currency forward
exchange contracts to hedge against a portion of the exposure related to this
transactional impact. The contracts cover at least 70% of the projected
inventory purchases in United States dollars by our foreign subsidiaries. These
contracts are generally entered into 12 months in advance of the related
inventory purchases. Therefore, the impact of fluctuations of the United States
dollar on the cost of inventory purchases covered by these contracts may be
realized in our results of operations in the year following their inception, as
the underlying inventory hedged by the contracts is sold. We currently expect
our 2021 net income to increase by approximately $35 million due to the
transactional impact of foreign currency.

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

SEASONALITY



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

Due to the above seasonal factors, as well as the COVID-19 pandemic, our results of operations for the thirteen weeks ended May 2, 2021 are not necessarily indicative of those for a full fiscal year.


                                       40
--------------------------------------------------------------------------------

Thirteen Weeks Ended May 2, 2021 Compared With Thirteen Weeks Ended May 3, 2020

Total Revenue



Total revenue in the first quarter of 2021 was $2.079 billion as compared to
$1.344 billion in the first quarter of the prior year. The prior year period was
negatively impacted by extensive temporary store closures, as virtually all of
our retail stores and our wholesale customers' stores globally were closed for
six weeks on average. The increase in revenue of $735 million, or 55%, reflects:

•The addition of an aggregate $407 million of revenue, or a 63% increase
compared to the prior year period, attributable to our Tommy Hilfiger
International and Tommy Hilfiger North America segments, which included a
positive impact of $72 million, or 11%, related to foreign currency translation.
Tommy Hilfiger International increased 78% (including a 15% positive foreign
currency impact). Revenue in our Tommy Hilfiger North America segment increased
25% (including a 1% positive foreign currency impact).

•The addition of an aggregate $309 million of revenue, or a 65% increase
compared to the prior year period, attributable to our Calvin Klein
International and Calvin Klein North America segments, which included a positive
impact of $44 million, or 9%, related to foreign currency translation. Calvin
Klein International segment revenue increased 91% (including a 15% positive
foreign currency impact). Revenue in our Calvin Klein North America segment
increased 27% (including a 1% positive foreign currency impact).

•The net addition of an aggregate $20 million of revenue, or a 9% increase
compared to the prior year period, attributable to our Heritage Brands Retail
and Heritage Brands Wholesale segments, which included a 14% decline resulting
from the April 2020 sale of the Speedo North America business.

Our revenue in the first quarter of 2021 reflected a 53% increase in our revenue
through our wholesale distribution channel and a 66% increase in our revenue
through our direct to consumer distribution channel, which included a 66%
increase in sales through our directly operated digital commerce businesses. All
regions and brand businesses experienced strong digital growth due, in part, to
the continued store closures, particularly in Europe. Our sales through digital
channels, including the digital businesses of our traditional and pure play
wholesale customers and our directly operated digital commerce businesses, as a
percentage of total revenue was approximately 25%.

We currently expect that revenue for the full year 2021 will continue to be
impacted negatively by the COVID-19 pandemic. Our international businesses
exceeded 2019 pre-pandemic revenue levels in the first quarter of 2021, and are
expected to continue to exceed pre-pandemic revenue levels for the remainder of
2021. Our North America businesses are expected to remain challenged throughout
2021, as international tourism, which is the source of a significant portion of
regional revenue, is not expected to return to any significant level this year.
We expect revenue growth through our digital channels will be less pronounced
for the remainder of 2021 as compared to the first quarter of 2021, although our
digital penetration as a percentage of total revenue is expected to remain
consistent. We currently expect total revenue for the full year 2021 to increase
24% to 26% compared to 2020, inclusive of a positive impact of approximately 3%
related to foreign currency translation. Our 2021 revenue outlook does not
contemplate new store closures, new lockdowns, or extensions of current
lockdowns beyond what is already known. Our results may be subject to
significant material change as a result of the occurrence of any of these
uncontemplated events. There continues to be uncertainty in 2021 with respect to
the impact of the pandemic on our business and the businesses of our licensees
and other business partners.

Gross Profit



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

Gross profit in the first quarter of 2021 was $1.229 billion, or 59.1% of total
revenue, as compared to $666 million, or 49.5% of total revenue, in the first
quarter of the prior year. The 960 basis point increase was primarily driven by
(i) less promotional selling as compared to the first quarter of the prior year,
(ii) the absence in 2021 of significant inventory reserves that had been
recorded in the first quarter of 2020 as a result of the COVID-19 pandemic,
(iii) the favorable impact of the weaker United
                                       41
--------------------------------------------------------------------------------

States dollar on our international businesses that purchase inventory in United
States dollars, particularly our European businesses, as the decreased local
currency value of inventory results in lower cost of goods in local currency
when the goods are sold, and (iv) the impact of a change in the revenue mix
between our International and North America segments, as our International
segments revenue was a larger proportion and these segments generally carry
higher gross margins.

We currently expect that gross margin for the full year 2021 will increase as
compared to 2020. However, gross margin improvements for the remainder of the
year, as compared to the gross margin improvement in the first quarter of 2021,
will not be as pronounced. We currently expect gross margin for the full year
2021 to increase primarily due to (i) a significant reduction in the level of
promotional selling and inventory liquidation as compared to 2020, as our
inventories were significantly lower as of year-end 2020, (ii) the favorable
impact of the weaker United States dollar on our international businesses that
purchase inventory in United States dollars, particularly our European
businesses, as the decreased local currency value of inventory results in lower
cost of goods in local currency when the goods are sold and (iii) the impact of
a change in the revenue mix between our International and North America segments
as compared to the prior year, particularly in the first quarter of 2021 and, to
a lesser extent for the remainder of the year, as our International segments
revenue is expected to be a larger proportion in 2021 than in 2020 and generally
carry higher gross margins. There continues to be uncertainty with respect to
the impact of the COVID-19 pandemic on our business and the businesses of our
licensees and other business partners, and our gross margin may be subject to
significant material change.

SG&A Expenses

SG&A expenses in the first quarter of 2021 were $1.039 billion, or 50.0% of
total revenue, as compared to $940 million, or 70.0% of total revenue, in the
first quarter of the prior year. The significant basis point decrease was
principally attributable to the leveraging of expenses driven by the increase in
revenue. Also impacting the decrease were (i) cost savings resulting from the
North America workforce reduction, (ii) the absence in 2021 of accounts
receivable losses recorded in the first quarter of 2020 as a result of the
COVID-19 pandemic, and (iii) the absence in 2021 of noncash store asset
impairments recorded in the first quarter of 2020 resulting from the impacts of
the pandemic on our business. These decreases were partially offset by (i) a
reduction in 2021 of pandemic-related government payroll subsidy programs in
international jurisdictions, as well as rent abatements, (ii) costs incurred in
connection with actions to streamline our organization through reductions in our
workforce, primarily in certain international markets, and to reduce our real
estate footprint, and (iii) the impact of the change in the revenue mix between
our International and North America segments, as our International segments
revenue was a larger proportion and these segments generally carry higher SG&A
expenses as percentages of total revenue.

We currently expect that SG&A expenses as a percentage of revenue for the full
year 2021 will decrease as compared to 2020. However, the decrease in SG&A
expenses as a percentage of revenue for the remainder of the year, as compared
to the decrease in the first quarter of 2021, will not be as pronounced. We
currently expect SG&A expenses as a percentage of revenue for the full year 2021
to decrease as compared to 2020, primarily as a result of the leveraging of
expenses driven by an expected increase in revenue. Also impacting the decrease
are: (i) cost savings resulting from the North America workforce reduction, (ii)
the absence in 2021 of accounts receivable losses recorded in 2020 as a result
of the COVID-19 pandemic, and (iii) the absence in 2021 of noncash store asset
impairments recorded in 2020 resulting from the impacts of the pandemic on our
business. These decreases are expected to be partially offset by (i) a reduction
in 2021 of pandemic-related government payroll subsidy programs, as well as rent
abatements; (ii) the absence in 2021 of temporary cost savings initiatives
implemented in April 2020 in response to the pandemic, including temporary
furloughs, and salary and incentive compensation reductions, (iii) the net
impact of reductions in our workforce, primarily in certain international
markets, and in our real estate footprint and (iv) the impact of the change in
the revenue mix between our International and North America segments, as our
International segments revenue is expected to be a larger proportion in 2021
than 2020, and generally carry higher SG&A expenses as percentages of total
revenue. There continues to be uncertainty with respect to the impact of the
COVID-19 pandemic on our business in 2021 and our SG&A expenses may be subject
to significant material change.

Goodwill and Other Intangible Asset Impairments



We recorded noncash impairment charges of $933 million in the first quarter of
2020 resulting from the impacts of the COVID-19 pandemic on our business,
including $879 million related to goodwill and $54 million related to other
intangible assets, primarily our ARROW and Geoffrey Beene tradenames. The
impairments resulted from interim impairment assessments of our goodwill and
other intangible assets, which we were required to perform in the first quarter
of 2020 due to the adverse impacts of the pandemic on our then current and
estimated future business results and cash flows, as well as the significant
decrease in our market capitalization as a result of a sustained decline in our
common stock price. We have not recorded any further impairments of goodwill and
other intangible assets since the first quarter of 2020. Please see Note 7,
"Goodwill and Other Intangible Assets," in the Notes to Consolidated Financial
Statements included in Part I, Item 1 of this report for further discussion.
                                       42
--------------------------------------------------------------------------------

Non-Service Related Pension and Postretirement Income

Non-service related pension and postretirement income was $4 million in each of the first quarters of 2021 and 2020.



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.
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 the full
year 2021 will be approximately $16 million. However, our expectation of 2021
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 due, in part, to the impact of the COVID-19 pandemic, there is
significant uncertainty with respect to the actuarial gain or loss we may record
on our retirement plans in 2021. We may incur a significant actuarial gain or
loss in 2021 if there is a significant increase or decrease in discount rates,
respectively, or if there is a difference in the actual and expected return on
plan assets. Our actual 2021 non-service related pension and postretirement
income cost may be significantly different than our projections. Non-service
related pension and postretirement income was $76 million in 2020, and included
a $65 million actuarial gain on our retirement plans recorded in the fourth
quarter.

Other Noncash Loss, Net



We recorded a noncash net loss of $3 million in the first quarter of 2020 in
connection with the Speedo transaction. Please see Note 4, "Acquisitions and
Divestitures," in the Notes to Consolidated Financial Statements included in
Part I, Item 1 of this report for further discussion.

Equity in Net Income (Loss) of Unconsolidated Affiliates



The equity in net income (loss) of unconsolidated affiliates was $4 million of
income in the first quarter of 2021 as compared to a loss of $(11) million in
the first quarter of the prior year. These amounts relate to our share of income
(loss) from (i) our joint venture for the TOMMY HILFIGER, Calvin Klein,
Warner's, Olga, and other licensed trademarks in Mexico, (ii) our joint venture
for the TOMMY HILFIGER and Calvin Klein brands in India (our two prior joint
ventures in India merged in the third quarter of 2020), (iii) our joint venture
for the TOMMY HILFIGER brand in Brazil, and (iv) our PVH Legwear LLC ("PVH
Legwear") joint venture for the TOMMY HILFIGER, Calvin Klein, IZOD, Van Heusen
and Warner's brands and other owned and licensed trademarks in the United States
and Canada. The first quarter of 2020 also included a $12 million pre-tax
noncash impairment of our investment in Karl Lagerfeld Holding B.V. ("Karl
Lagerfeld"). Please see Note 6, "Investments in Unconsolidated Affiliates," in
the Notes to Consolidated Financial Statements included in Item 8 of this report
for further discussion of our investment in Karl Lagerfeld. The equity in net
income (loss) in the first quarter of 2021 increased as compared to the first
quarter of the prior year primarily due to the absence in 2021 of this pre-tax
noncash impairment charge. Our investments in the joint ventures are being
accounted for under the equity method of accounting.

We currently expect that our equity in net income (loss) of unconsolidated
affiliates for the full year 2021 will increase as compared to 2020 primarily
due to the absence in 2021 of the $12 million pre-tax noncash impairment of our
investment in Karl Lagerfeld recorded in 2020, as well as an increase in income
on our continuing investments.

Interest Expense, Net



Interest expense, net increased to $29 million in the first quarter of 2021 from
$21 million in the first quarter of the prior year, primarily due to (i) the
impact of the issuance in April 2020 of an additional €175 million principal
amount of 3 5/8% senior unsecured notes due 2024 and in July 2020 of $500
million principal amount of 4 5/8% senior unsecured notes due 2025, and (ii) the
absence in 2021 of a $4 million gain recorded in the first quarter of 2020
resulting from the remeasurement of a mandatorily redeemable non-controlling
interest that was recognized in connection with the Australia acquisition, as
the measurement period ended in 2020, partially offset by (iii) the impact of
$500 million of voluntary long-term debt repayments made during the first
quarter of 2021.

Interest expense, net for the full year 2021 is currently expected to be
approximately $110 million compared to $121 million in 2020 primarily due to (i)
the impact of planned long-term debt repayments in 2021, including $500 million
of voluntary repayments made during the first quarter of 2021, and (ii) the
absence in 2021 of a $5 million expense resulting from the remeasurement of a
mandatorily redeemable non-controlling interest that was recognized in
connection with the Australia acquisition, as the measurement period ended in
2020, partially offset by (iii) a full year impact in 2021 of the issuance of
senior unsecured notes in April 2020 and July 2020.
                                       43
--------------------------------------------------------------------------------

Income Taxes



The effective income tax rate for the first quarter of 2021 was 40.7% compared
to 11.5% in the first quarter of the prior year. The effective income tax rate
for the first quarter of 2021 reflected a $68 million income tax expense
recorded on $168 million of pre-tax income. The effective income tax rate for
the first quarter of 2020 reflected a $(142) million income tax benefit recorded
on $(1.240) billion of pre-tax losses.

Our effective income tax rate for the first quarter of 2021 was higher than the
United States statutory income tax rate primarily due to the tax on foreign
earnings in excess of a deemed return on tangible assets of foreign corporations
(known as "GILTI") and the mix of foreign and domestic pre-tax results.

Our effective income tax rate for the first quarter of 2020 was lower than the
United States statutory income tax rate primarily due to the impact of the $879
million of pre-tax goodwill impairment charges recorded during the first quarter
of 2020, which were mostly non-deductible for tax purposes and factored into our
annualized effective income tax rate, and resulted in a decrease to our
effective income tax rate of 10.2%.

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

We currently expect that our effective income tax rate for the full year 2021
will be in a range of 17.5% to 19.0%. Our expectation that our effective income
tax rate for the full year 2021 will be lower than the United States statutory
income tax rate is principally due to the overall benefit of certain discrete
items, including the favorable impact on certain liabilities for uncertain tax
positions. There continues to be uncertainty with respect to the impact of the
pandemic on our business and results of operations, which could affect our
current expectation of our effective income tax rate in 2021.

Our tax rate is affected by many factors, including the mix of international and
domestic pre-tax earnings, discrete events arising from specific transactions
and new regulations, as well as audits by tax authorities and the receipt of new
information, any of which can cause us to change our estimate for uncertain tax
positions.

Redeemable Non-Controlling Interest



We have a joint venture in Ethiopia with Arvind Limited named PVH Manufacturing
Private Limited Company ("PVH Ethiopia") in which we own a 75% interest. We
consolidate the results of PVH Ethiopia in our consolidated financial
statements. PVH Ethiopia was formed to operate a manufacturing facility that
produces finished products for us for distribution primarily in the United
States.

The net loss attributable to the redeemable non-controlling interest ("RNCI") in
PVH Ethiopia was immaterial in the first quarters of 2021 and 2020. We currently
expect that the net loss attributable to the RNCI for the full year 2021 will be
immaterial. Please see Note 5, "Redeemable Non-Controlling Interest," in the
Notes to Consolidated Financial Statements included in Part I, Item 1 of this
report for further discussion.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Update



The COVID-19 pandemic had a significant impact on our business, results of
operations, financial condition and cash flows in 2020. Given the unprecedented
effects of the pandemic on our business, we took certain actions to positively
impact our financial position in 2020, including the issuance in April 2020 of
an additional €175 million principal amount of 3 5/8% senior unsecured notes due
2024 and in July 2020 of $500 million principal amount of 4 5/8% senior
unsecured notes due 2025, as well as focused management of our working capital,
with particular focus on our inventory levels, among others. We ended 2020 with
$1.7 billion of cash on hand, which allowed us to make $500 million of voluntary
long-term debt repayments during the first quarter of 2021.

                                       44
--------------------------------------------------------------------------------

We had also obtained a waiver in June 2020 of the leverage and interest coverage
ratios under our senior unsecured credit facilities (referred to as the "June
2020 Amendment"). During the relief period (as defined in the June 2020
Amendment), the applicable margin for these facilities was increased 0.25% and
we are not permitted to declare or pay dividends on our common stock or make
share repurchases under our stock repurchase program, among other things. Given
the increase in our earnings in the first quarter of 2021 and our expectations
for the balance of the year, we intend to terminate early, immediately following
the filing of this report, the temporary relief of these financial covenants
that otherwise would have been in effect until the date on which a compliance
certificate was delivered for the second quarter of 2021 (as discussed below in
the section entitled "2019 Senior Unsecured Credit Facilities").

We currently expect the COVID-19 pandemic will continue to impact our cash flows
from operations in 2021, including as a result of its impacts on our 2021
revenue and earnings. As such, we continue to take appropriate actions to manage
our working capital, including tightly managing our inventory, and our liquidity
through the uncertainty related to the pandemic, and are continuously
reevaluating all aspects of our spending and cash flow generation as the
situation evolves. We ended the first quarter of 2021 with $913 million of cash
on hand and approximately $1.5 billion of borrowing capacity available under our
various debt facilities.

Cash Flow Summary and Trends



Cash and cash equivalents at May 2, 2021 was $913 million, a decrease of $738
million from the $1.651 billion at January 31, 2021. The change in cash and cash
equivalents included the impact of the $500 million of voluntary long-term debt
repayments made during the first quarter of 2021. The seasonality of our
business results in significant fluctuations in our cash balance between fiscal
year end and subsequent interim periods due, in part, to the timing of inventory
purchases.

Cash flow for the full year 2021 will be impacted by various factors in addition
to those noted above and below in this "Liquidity and Capital Resources"
section, including planned voluntary long-term debt repayments of approximately
$700 million, including the $500 million of voluntary repayments made during the
first quarter of 2021. There continues to be uncertainty with respect to the
impacts of the COVID-19 pandemic. Our cash flows may be subject to material
significant change, including as a result of the impacts of the pandemic on our
earnings for the full year 2021, delays in collection of, or inability to
collect on, certain trade receivables, and other working capital changes that we
may experience as a result of the pandemic. We continue to evaluate our capital
allocation, including stock repurchases and reinstating dividends on our common
stock.

As of May 2, 2021, approximately $599 million of cash and cash equivalents was
held by international subsidiaries. Our intent is to reinvest indefinitely
substantially all of our earnings in foreign subsidiaries outside of the United
States. However, if management decides at a later date to repatriate these
earnings to the United States, we may be required to accrue and pay additional
taxes, including any applicable foreign withholding tax and United States state
income taxes. It is not practicable to estimate the amount of tax that might be
payable if these earnings were repatriated due to the complexities associated
with the hypothetical calculation.

Operations



Cash used by operating activities was $189 million in the first quarter of 2021
compared to $143 million in the first quarter of 2020. The increase in cash used
by operating activities as compared to the prior year period was primarily
driven by changes in our working capital, including (i) an increase in trade
receivables, primarily driven by a significant increase in our wholesale
revenue, and (ii) an increase in inventories during the current period,
primarily due to the planned increase in revenue for the remainder of the year,
partially offset by (iii) an increase in net income (loss) as adjusted for
noncash charges. Our cash flows from operations in the first quarter of 2020
were significantly impacted by widespread temporary store closures and other
significant adverse impacts of the COVID-19 pandemic on our business. In an
effort to mitigate the impacts of the pandemic, we have been and continue to be
focused on working capital management, in particular tightly managing
inventories, which in the first quarter of 2020 included reducing and cancelling
inventory commitments, increasing promotional selling, redeploying basic
inventory items to subsequent seasons and consolidating future seasonal
collections.

Supply Chain Finance Program



We have a voluntary supply chain finance program (the "SCF program") that
provides our inventory suppliers with the opportunity to sell their receivables
due from us to participating financial institutions at the sole discretion of
both the suppliers and the financial institutions. The SCF program is
administered through third party platforms that allow participating suppliers to
track payments from us and sell their receivables due from us to financial
institutions. We are not a party to the agreements between the suppliers and the
financial institutions and have no economic interest in a supplier's decision to
sell a receivable.
                                       45
--------------------------------------------------------------------------------

Our payment obligations, including the amounts due and payment terms, are not impacted by suppliers' participation in the SCF program.



Accordingly, amounts due to suppliers that elected to participate in the SCF
program are included in accounts payable in our consolidated balance sheets and
the corresponding payments are reflected in cash flows from operating activities
in our consolidated statements of cash flows. We have been informed by the third
party administrators of the SCF program that suppliers had elected to sell
approximately $360 million of our payment obligations that were outstanding as
of May 2, 2021 to financial institutions and approximately $360 million had been
settled through the program during the first quarter of 2021, which primarily
related to our outstanding payment obligations as of January 31, 2021.

Capital Expenditures



Our capital expenditures in the first quarter of 2021 were $49 million compared
to $56 million in the first quarter of 2020. We currently expect that capital
expenditures for the full year 2021 will be in a range of $300 million to $325
million as compared to $227 million in 2020 and will include continued
investments in (i) platforms and systems worldwide, including our digital
commerce platforms, and (ii) enhancements to our warehouse and distribution
network.

Investments in Unconsolidated Affiliates

We received dividends of $9 million from our investments in unconsolidated affiliates during the first quarter of 2021. These dividends are included in our net cash used by operating activities in our Consolidated Statement of Cash Flows for the period.

Speedo Transaction



We completed the sale of our Speedo North America business to Pentland in April
2020 for net proceeds of $169 million. Please see Note 4, "Acquisitions and
Divestitures," in the Notes to Consolidated Financial Statements included in
Part I, Item 1 of this report for further discussion.

Mandatorily Redeemable Non-Controlling Interest



The Australia acquisition agreement provided for key executives of Gazal and PVH
Australia to exchange a portion of their interests in Gazal for approximately 6%
of the outstanding shares of our previously wholly owned subsidiary that
acquired 100% of the ownership interests in the Australia business. We were
obligated to purchase this 6% interest within two years of the acquisition
closing in two tranches. The purchase price for the tranche 1 and tranche 2
shares was based on a multiple of the subsidiary's adjusted earnings before
interest, taxes, depreciation and amortization ("EBITDA") less net debt as of
the end of the measurement year, and the multiple varied depending on the level
of EBITDA compared to a target.

We purchased for $17 million (based on exchange rates in effect on the payment
date) tranche 1 (50% of the shares) in June 2020, on the first anniversary of
the closing. With respect to the remaining tranche 2 shares, the measurement
period ended in 2020. We had a liability for the tranche 2 shares of $24 million
as of May 2, 2021 (based on exchange rates in effect on the payment date), which
we subsequently paid to purchase these shares in June 2021, on the second
anniversary of the closing. Please see Note 4, "Acquisitions and Divestitures,"
in the Notes to Consolidated Financial Statements included in Part I, Item 1 of
this report for further discussion.

Dividends



We suspended our dividends following the $3 million payment of a $0.0375 per
common share dividend on March 31, 2020 in response to the impacts of the
COVID-19 pandemic on our business. In addition, under the terms of the June 2020
Amendment, we are not permitted to declare or pay dividends during the relief
period (as defined below). However, immediately following the filing of this
report, we intend to terminate early this relief period that otherwise would
have been in effect until the date on which a compliance certificate was
delivered for the second quarter of 2021. Please see the section entitled "2019
Senior Unsecured Credit Facilities" below for further discussion. Future
determinations regarding the declaration and payment of dividends will be at the
discretion of the PVH Board of Directors and will depend on the then-existing
conditions, including our results of operations, capital requirements, financial
condition, any limitations on payment of dividends under the terms of our credit
facilities and other relevant factors.

                                       46
--------------------------------------------------------------------------------

Acquisition of Treasury Shares



The Board of Directors has authorized over time since 2015 an aggregate $2.0
billion stock repurchase program through June 3, 2023. The program may be
modified by the Board of Directors, including to increase or decrease the
repurchase limitation or extend, suspend, or terminate the program, at any time,
without prior notice.

We suspended share repurchases under the stock repurchase program beginning in
March 2020, following the purchase of 1.4 million shares in open market
transactions for $111 million completed earlier in the first quarter of 2020, in
response to the impacts of the COVID-19 pandemic on our business. Purchases of
$500,000 that were accrued for in our Consolidated Balance Sheet as of February
2, 2020 were also paid in the first quarter of 2020. In addition, under the
terms of the June 2020 Amendment, we are not permitted to make share repurchases
during the relief period. However, immediately following the filing of this
report, we intend to terminate early this relief period that otherwise would
have been in effect until the date on which a compliance certificate was
delivered for the second quarter of 2021, and would then be permitted to resume
share repurchases at management's discretion. Please see the section entitled
"2019 Senior Unsecured Credit Facilities" below for further discussion. The
existing stock repurchase program remains authorized by the Board of Directors.
As of May 2, 2021, the repurchased shares were held as treasury stock and $573
million of the authorization remained available for future share repurchases.

Repurchases under the program, when it is being used, may be made from time to
time over the period through open market purchases, accelerated share repurchase
programs, privately negotiated transactions or other methods, as we deem
appropriate. Purchases are made based on a variety of factors, such as price,
corporate requirements and overall market conditions, applicable legal
requirements and limitations, trading restrictions under our insider trading
policy and other relevant factors.

Treasury stock activity also includes shares that were withheld principally in conjunction with the settlement of restricted stock units to satisfy tax withholding requirements.

Financing Arrangements



Our capital structure was as follows:
(In millions)                        5/2/21       1/31/21       5/3/20
Short-term borrowings               $    14      $      -      $  322

Current portion of long-term debt        26            41          14
Finance lease obligations                14            13          15
Long-term debt                        3,018         3,514       2,854
Stockholders' equity                  4,839         4,730       4,513

In addition, we had $913 million, $1.651 billion and $801 million of cash and cash equivalents as of May 2, 2021, January 31, 2021 and May 3, 2020, respectively.

Short-Term Borrowings



We had $14 million of borrowings outstanding under short-term lines of credit,
overdraft facilities and short-term revolving credit facilities denominated in
various foreign currencies as of May 2, 2021. The weighted average interest rate
on funds borrowed as of May 2, 2021 was 0.18%. These facilities provided for
borrowings of up to $249 million based on exchange rates in effect on May 2,
2021 and are utilized primarily to fund working capital needs. The maximum
amount of borrowings outstanding under these facilities during the first quarter
of 2021 was $14 million.

We had $322 million of borrowings outstanding as of May 3, 2020, including $168
million of borrowings under our senior unsecured revolving credit facilities,
$80 million of borrowings under our commercial paper note program, and $74
million of borrowings under short-term lines of credit, overdraft facilities and
short-term revolving credit facilities denominated in various foreign
currencies. We repaid the outstanding balance under our senior unsecured
revolving credit facilities and commercial paper note program during the second
quarter of 2020. We had no borrowings outstanding under any of these facilities
as of January 31, 2021.

                                       47
--------------------------------------------------------------------------------

2021 Unsecured Revolving Credit Facility



On April 28, 2021, we replaced our 364-day $275 million United States
dollar-denominated unsecured revolving credit facility, which matured on April
7, 2021 (the "2020 facility"), with a new 364-day $275 million United States
dollar-denominated unsecured revolving credit facility (the "2021 facility").
The 2021 facility will mature on April 27, 2022. We paid approximately $600,000
of debt issuance costs in connection with the transaction. We had no borrowings
outstanding under these facilities during the first quarter of 2021.

The borrowings under the 2021 facility bear interest at variable rates
calculated in a manner consistent with the 2020 facility. The current applicable
margin with respect to the borrowings is 1.625% for adjusted Eurocurrency rate
loans and 0.625% for base rate loans, which reflects an additional 0.25% during
the relief period (as defined below in the section entitled "2019 Senior
Unsecured Credit Facilities"). The applicable margin for borrowings is subject
to adjustment (i) after the date of delivery of the compliance certificate and
financial statements, with respect to each of our fiscal quarters, based upon
our net leverage ratio, except during the relief period (as defined below in the
section entitled "2019 Senior Unsecured Credit Facilities"), or (ii) after the
date of delivery of notice of a change in our public debt rating by Standard &
Poor's or Moody's.

The 2021 facility is subject to other terms and conditions and financial and
non-financial covenants consistent with the 2020 facility. Please see Note 8,
"Debt," in the Notes to the Consolidated Financial Statements included in Item 8
of our Annual Report on Form 10-K for the year ended January 31, 2021 for
further discussion of the 2020 facility.

Finance Lease Liabilities

Our cash payments for finance lease liabilities totaled $1 million in each of the first quarters of 2021 and 2020.

2019 Senior Unsecured Credit Facilities



We have senior unsecured credit facilities due April 29, 2024 (the "2019
facilities") that consist of a $1.093 billion United States dollar-denominated
Term Loan A facility (the "USD TLA facility"), a €500 million euro-denominated
Term Loan A facility (the "Euro TLA facility" and together with the USD TLA
facility, the "TLA facilities") and senior unsecured revolving credit facilities
consisting of (i) a $675 million United States dollar-denominated revolving
credit facility, (ii) a CAD $70 million Canadian dollar-denominated revolving
credit facility available in United States dollars or Canadian dollars, (iii) a
€200 million euro-denominated revolving credit facility available in euro,
British pound sterling, Japanese yen, Swiss francs, Australian dollars and other
agreed foreign currencies and (iv) a $50 million United States
dollar-denominated revolving credit facility available in United States dollars
or Hong Kong dollars. Borrowings under the 2019 facilities bear interest at
variable rates calculated in the manner set forth in the terms of the 2019
facilities.

We had loans outstanding of $1.103 billion, net of debt issuance costs and based
on applicable exchange rates, under the TLA facilities, no borrowings
outstanding under the senior unsecured revolving credit facilities and $18
million of outstanding letters of credit under the senior unsecured revolving
credit facilities as of May 2, 2021.

We made payments totaling $504 million and $3 million on our term loans under
the 2019 facilities during the first quarters of 2021 and 2020, respectively,
and we expect to make long-term debt repayments of approximately $723 million
during the full year 2021.

The current applicable margin with respect to the TLA facilities and each
revolving credit facility as of May 2, 2021 was 1.625% for adjusted Eurocurrency
rate loans and 0.625% for base rate or Canadian prime rate loans, which reflects
an increase of 0.25% as set forth in the June 2020 Amendment (as defined below).
The applicable margin for borrowings under the TLA facilities and the revolving
credit facilities is subject to adjustment (i) after the date of delivery of the
compliance certificate and financial statements, with respect to each of our
fiscal quarters, based upon our net leverage ratio, except during the relief
period (as defined below), or (ii) after the date of delivery of notice of a
change in our public debt rating by Standard & Poor's or Moody's.

                                       48
--------------------------------------------------------------------------------

We entered into interest rate swap agreements designed with the intended effect
of converting notional amounts of our variable rate debt obligation to fixed
rate debt. Under the terms of the agreements, for the outstanding notional
amount, our exposure to fluctuations in the one-month London interbank offered
rate ("LIBOR") is eliminated and we pay a fixed rate plus the current applicable
margin. The following interest rate swap agreements were entered into or in
effect during the first quarter of 2021 and/or the first quarter of 2020:

(In millions)


                                                                                       Notional Amount
                                                               Initial

Notional Outstanding as


   Designation Date               Commencement Date                 Amount              of May 2, 2021            Fixed Rate              Expiration

Date


      March 2020                    February 2021              $           50          $          50                0.562%                 February

2023


     February 2020                  February 2021                          50                     50               1.1625%                 February

2023


     February 2020                  February 2020                          50                     50               1.2575%                 February

2023


      August 2019                   February 2020                          50                     50               1.1975%                 February

2022


       June 2019                    February 2020                          50                     50                1.409%                 February

2022


       June 2019                      June 2019                            50                     50                1.719%                   July 2021
     January 2019                   February 2020                          50                      -               2.4187%                 February

2021


     November 2018                  February 2019                         139                      -               2.8645%                 February

2021


     October 2018                   February 2019                         116                      -               2.9975%                 February 2021
       June 2018                     August 2018                           50                      -               2.6825%                 February 2021
       June 2017                    February 2018                         306                      -                1.566%                 February 2020



Our 2019 facilities require us to comply with customary affirmative, negative
and financial covenants including a minimum interest coverage ratio and a
maximum net leverage ratio. A breach of any of these operating or financial
covenants would result in a default under 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. Given the
disruption to our business caused by the COVID-19 pandemic and to ensure
financial flexibility, we amended these facilities in June 2020 to provide
temporary relief of certain financial covenants until the date on which a
compliance certificate is delivered for the second quarter of 2021 (the "relief
period") unless we elect earlier to terminate the relief period and satisfy the
conditions for doing so (the "June 2020 Amendment"). The June 2020 Amendment
provides for the following during the relief period, among other things, the (i)
suspension of compliance with the maximum net leverage ratio through and
including the first quarter of 2021, (ii) suspension of the minimum interest
coverage ratio through and including the first quarter of 2021, (iii) addition
of a minimum liquidity covenant of $400 million, (iv) addition of a restricted
payment covenant and (v) imposition of stricter limitations on the incurrence of
indebtedness and liens. The limitation on restricted payments requires that we
suspend payments of dividends on our common stock and purchases of shares under
our stock repurchase program during the relief period. The June 2020 Amendment
also provides that during the relief period the applicable margin will be
increased 0.25%. In addition, under the June 2020 Amendment, in the event there
is a specified credit ratings downgrade by Standard & Poor's and Moody's during
the relief period (as set forth in the June 2020 Amendment), within 120 days
thereafter (i) we must cause each of our wholly owned United States subsidiaries
(subject to certain customary exceptions) to become a guarantor under the 2019
facilities and (ii) we and each subsidiary guarantor will be required to grant
liens in favor of the collateral agent on substantially all of our respective
assets (subject to customary exceptions). As of May 2, 2021, we were in
compliance with all applicable financial and non-financial covenants (as
amended) under these facilities. We intend to terminate the relief period early,
immediately following the filing of this report.

We expect to maintain compliance with the financial covenants (as amended) under
the 2019 facilities based on our current forecasts. If the impacts of the
COVID-19 pandemic on our business worsen and our earnings and operating cash
flows do not recover as currently estimated by us, there can be no assurance
that we will be able to maintain compliance with our financial covenants (as
amended) in the future. There can be no assurance that we would be able to
obtain future waivers in a timely manner, on terms acceptable to us, or at all.
If we were not able to maintain compliance or obtain a future covenant waiver
under the 2019 facilities, there can be no assurance that we would be able to
raise sufficient debt or equity capital, or divest assets, to refinance or repay
such facilities.

                                       49
--------------------------------------------------------------------------------

7 3/4% Debentures Due 2023



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

3 5/8% Euro Senior Notes Due 2024



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

4 5/8% Senior Notes Due 2025



We have outstanding $500 million principal amount of 4 5/8% senior notes due
July 10, 2025. We paid $6 million of fees in connection with the July 2020
issuance of the notes. We may redeem some or all of these notes at any time
prior to June 10, 2025 by paying a "make whole" premium plus any accrued and
unpaid interest. In addition, we may redeem some or all of these notes on or
after June 10, 2025 at their principal amount plus any accrued and unpaid
interest.

3 1/8% Euro Senior Notes Due 2027



We have outstanding €600 million principal amount of 3 1/8% senior notes due
December 15, 2027. We may redeem some or all of these notes at any time prior to
September 15, 2027 by paying a "make whole" premium plus any accrued and unpaid
interest. In addition, we may redeem some or all of these notes on or after
September 15, 2027 at their principal amount plus any accrued and unpaid
interest.



Our financing arrangements contain financial and non-financial covenants and
customary events of default. As of May 2, 2021, we were in compliance with all
applicable financial and non-financial covenants under our financing
arrangements.

As of May 2, 2021, our issuer credit was rated BBB- by Standard & Poor's with a
negative outlook and our corporate credit was rated Baa3 by Moody's with a
stable outlook, and our commercial paper was rated A-3 by Standard & Poor's and
P-3 by Moody's. In assessing our credit strength, we believe that both Standard
& Poor's and Moody's considered, among other things, our capital structure and
financial policies, our consolidated balance sheet, our historical acquisition
activity and other financial information, as well as industry and other
qualitative factors.

Please see Note 9, "Debt," in the Notes to Consolidated Financial Statements
included in Part I, Item 1 of this report for a schedule of mandatory long-term
debt repayments for the remainder of 2021 through 2026.

Please see Note 8, "Debt," in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended January 31, 2021 for further discussion of our debt.

CRITICAL ACCOUNTING POLICIES



Our consolidated financial statements are based on the selection and application
of significant accounting policies, which require management to make significant
estimates and assumptions. Our significant accounting policies are outlined in
Note 1, "Summary of Significant Accounting Policies," in the Notes to
Consolidated Financial Statements included in Item 8 of our Annual Report on
Form 10-K for the year ended January 31, 2021. During the first quarter of 2021,
there were no significant changes to our critical accounting policies from those
described in our Annual Report on Form 10-K for the year ended January 31, 2021.

                                       50

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses