We aggregate our reportable 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 Warner's, Olga and True&Co. trademarks, the Van Heusen, IZOD, ARROW and Geoffrey
Beene trademarks, which we owned until August 2, 2021 and now license back for certain
product categories, and other licensed trademarks. References to 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 over 140 years and have been listed on the New York Stock Exchange
for over 100 years. We manage a portfolio of iconic brands, including TOMMY
HILFIGER, Calvin Klein, Warner's, Olga and True&Co., which are owned, Van
Heusen, IZOD, ARROW and Geoffrey Beene, which we owned through the second
quarter of 2021 and now license back for certain product categories, and other
licensed brands. Our brands are positioned to sell globally at various price
points and in multiple channels of distribution. This enables us to offer
differentiated products to a broad range of consumers, reducing our reliance on
any one demographic group, product category, price point, distribution channel
or region. We also license the use of our trademarks to third parties and joint
ventures for product categories and in regions where we believe our licensees'
expertise can better serve our brands.

Our revenue was $9.2 billion in 2021, of which over 60% was generated outside of
the United States. Our iconic brands, TOMMY HILFIGER and Calvin Klein, together
generated over 90% of our revenue.

PVH+ Plan



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

PVH+ Plan Cost Efficiency Action



In line with the fifth growth driver of the PVH+ Plan - drive efficiencies and
invest in growth - we are taking steps to streamline our organization and
simplify our ways of working. We plan to reduce people costs in our global
offices by approximately 10% by the end of 2023 to drive efficiencies and enable
continued strategic investments to fuel growth, including in digital, supply
chain and consumer engagement. We expect these reductions will generate annual
cost savings of over $100 million, net of continued strategic people
investments.

RESULTS OF OPERATIONS

War in Ukraine

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

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We recorded pre-tax costs of $50 million in the second quarter of 2022 in
connection with our decision to exit from the Russia business, consisting of (i)
$44 million of noncash asset impairments, (ii) $5 million of contract
termination and other costs and (iii) $2 million of severance. 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.

In addition, our revenue in the thirteen and twenty-six weeks ended July 31,
2022 reflected a reduction of approximately $35 million and $55 million
respectively, as compared to the prior year periods, as a result of the war in
Ukraine. Our net income in the thirteen and twenty-six weeks ended July 31, 2022
also reflected a reduction of approximately $12 million and $19 million,
respectively, apart from the $50 million of pre-tax costs discussed above, as
well as the related tax impact, as compared to the prior year periods. We
currently expect the impact of the war in Ukraine will have a negative impact on
our full year 2022 revenue of approximately $140 million, or 2%, and on our full
year 2022 net income of approximately $45 million, apart from the $50 million of
pre-tax costs discussed above. Approximately 2% of our revenue in 2021 was
generated in Russia, Belarus and Ukraine.

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

Inflationary Pressures

Inflationary pressures have negatively impacted our revenue and earnings in the
first half of 2022 and are expected to continue to negatively impact our revenue
and earnings for the remainder of the year, including (i) increased costs of
labor, raw materials and freight and (ii) beginning in the latter half of the
second quarter, a slowdown in consumer demand for our products that we expect to
continue into the second half of 2022.

We implemented price increases in certain regions and for certain product
categories in the first half of 2022 to mitigate the higher costs. We currently
plan to implement further price increases in the second half of 2022. However,
the extent to which we will be able to implement further price increases in the
future may be limited, particularly as inflationary pressures have slowed
consumer demand for our products in the latter half of the second quarter. We
expect this trend to continue into the second half of 2022, as consumers reduce
discretionary spend and certain of our wholesale customers take a more cautious
approach, particularly in North America and to a lesser extent in Europe. We
also expect a more promotional environment, particularly in our North America
wholesale business, due to elevated inventory levels industry-wide compared to
consumer demand in the region. Inflation did not have a significant impact on
our results of operations in 2021.

COVID-19 Pandemic Update



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

Our stores have been and continue to be impacted by temporary closures and
reduced hours as a result of the pandemic. During the first quarter of 2021,
pandemic-related pressures on our stores included temporary closures for a
significant percentage of our stores in Europe, Canada and Japan. Pressures on
our stores continued throughout 2021, with certain stores in Europe, Japan and
Australia temporarily closed for varying periods of time in the second quarter,
the majority of our stores in Australia closed temporarily in the third quarter,
and the temporary closure of certain stores in Europe and China for varying
periods of time in the fourth quarter. Further, a significant percentage of our
stores globally were operating on reduced hours during the fourth quarter of
2021 as a result of increased levels of associate absenteeism due to the
pandemic.

COVID-related pressures have continued into the first half of 2022, although to
a much lesser extent than in the prior year period in all regions except China,
as strict lockdowns in China resulted in temporary store closures and reductions
in consumer traffic and purchasing, as well as impacted certain warehouses,
which resulted in the temporary pause of deliveries to our wholesale customers
and from our digital commerce businesses.

In addition, our North America stores have been, and are expected to continue to
be, challenged by the lack of international tourists coming to the United
States, although to a lesser extent than in 2021. Stores located in
international tourist destinations have historically represented a significant
portion of this business.

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

Our digital channels, which have historically represented a less significant
portion of our overall business, experienced exceptionally strong growth during
2020 and into the first quarter of 2021, both with respect to sales to our
traditional and pure play wholesale customers, as well as within our own
directly operated digital commerce businesses across all brand businesses and
regions. Digital growth was less pronounced during the remainder of 2021 as
stores reopened and capacity restrictions lessened. We currently expect sales
through our digital channels to be relatively flat in 2022 compared to 2021,
inclusive of a negative impact of approximately 10% related to foreign currency
translation, with digital penetration as a percentage of total revenue expected
to remain consistent with 2021 at approximately 25%.

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. The ongoing
vessel, container and other transportation shortages, labor shortages and port
congestion globally, as well as production delays in some of our key sourcing
countries has delayed and could continue to delay product 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 and logistics
disruptions have impacted, and continue to impact, our inventory levels,
including in-transit goods, which currently remain elevated as compared to 2021,
and our sales volumes. We have incurred beginning in the second half of 2021 and
throughout the first half of 2022, higher air freight and other logistics costs
in connection with these disruptions. To mitigate the ongoing supply chain and
logistics disruptions, we have increased our core product inventory levels. We
continue to monitor these delays and other potential disruptions in our supply
chain and will continue to implement mitigation plans as needed.

Outlook Uncertainty due to War in Ukraine, Inflation, and COVID-19



There continues to be significant uncertainty in the current macroeconomic
environment due to the supply chain and logistics disruptions and inflationary
pressures globally, the war in Ukraine, the COVID-19 pandemic and foreign
currency volatility. Our 2022 outlook assumes no material worsening of current
conditions. Our revenue and earnings in 2022 may be subject to significant
material change.

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 1,500 Company-operated free-standing
store locations worldwide under our TOMMY HILFIGER and Calvin Klein trademarks,
(b) approximately 1,400 Company-operated shop-in-shop/concession locations
worldwide under our TOMMY HILFIGER and Calvin Klein trademarks, and (c) digital
commerce sites worldwide, principally under our TOMMY HILFIGER and Calvin Klein
trademarks. We announced in 2020 a plan to exit our Heritage Brands Retail
business, which was substantially completed in the second quarter of 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 the following reportable segments:
(i) Tommy Hilfiger North America; (ii) Tommy Hilfiger International; (iii)
Calvin Klein North America; (iv) Calvin Klein International; (v) Heritage Brands
Wholesale; and, (vi) through the second quarter of 2021, Heritage Brands Retail.
Our Heritage Brands Retail segment has ceased operations.

The following actions and transactions, in addition to the exit from our Russia
business discussed above, have impacted our results of operations and the
comparability among the periods, including our full year 2022 expectations as
compared to the full year 2021, as discussed below:


•We entered into a definitive agreement on April 29, 2022 to sell our
approximately 8% economic interest in Karl Lagerfeld Holding B.V. ("Karl
Lagerfeld") to a subsidiary of G-III Apparel Group, Ltd. ("G-III") (the "Karl
Lagerfeld transaction"). We completed the sale on May 31, 2022 for approximately
$20 million in cash, subject to customary adjustments, with $1 million of the
proceeds held in escrow. We recorded a pre-tax gain of $16 million in the second
quarter of 2022 in connection with the transaction. Please see Note 6,
"Investments in Unconsolidated Affiliates," in the Notes to Consolidated
Financial Statements included in Part I, Item 1 of this report for further
discussion of the transaction.

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•We completed the sale of certain of our heritage brands trademarks, including
Van Heusen, IZOD, ARROW and Geoffrey Beene, as well as certain related
inventories of our Heritage Brands business with a net carrying value of $98
million, to Authentic Brands Group and other parties (the "Heritage Brands
transaction"), on the first day of the third quarter of 2021 for net proceeds of
$216 million. We recorded an aggregate net pre-tax gain of $113 million in the
third quarter of 2021 in connection with the transaction, consisting of (i) a
gain of $119 million, which represented the excess of the amount of
consideration received over the carrying value of the net assets, less costs to
sell, and a net gain on our retirement plans associated with the transaction,
partially offset by (ii) $6 million of pre-tax severance costs.

•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 have resulted in
annual cost savings of approximately $60 million. We recorded pre-tax costs of
$48 million during 2021 consisting of (i) $28 million of noncash asset
impairments, (ii) $16 million of severance and (iii) $4 million of contract
termination and other costs, of which $45 million was incurred during the
twenty-six weeks ended August 1, 2021. All costs related to these actions were
incurred by the end of the third quarter of 2021.

•We announced in July 2020 a plan to exit our Heritage Brands Retail business,
which was substantially completed in the second quarter of 2021. We recorded
pre-tax costs of $21 million during 2021 in connection with the exit from the
Heritage Brands Retail business, consisting of $11 million of severance and
other termination benefits, $6 million of accelerated amortization of lease
assets and (iii) $4 million of contract termination and other costs. All costs
related to the exit from the Heritage Brands Retail business were substantially
incurred by the end of the second quarter 2021.

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 2021 revenue was subject
to foreign currency translation. The United States dollar weakened against the
euro, which is the foreign currency in which we transact the most business, in
the first half of 2021, but then strengthened in the second half of 2021. The
United States dollar continued to strengthen against the euro, as well as
against most major currencies, in the first half of 2022 and into the third
quarter of 2022. We currently expect our 2022 revenue and net income to decrease
by approximately $670 million and $80 million, respectively, due to the impact
of foreign currency translation.

There also is a transactional impact of foreign exchange 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 2022 net income to decrease by approximately $20 million
due to the transactional impact of foreign currency. Given the current exchange
rates, particularly the euro, we also expect our 2023 net income to decrease due
to the transactional impact of foreign currency, but by a greater amount than in
2022.

We also have exposure to changes in foreign currency exchange rates related to
our €1.125 billion aggregate principal amount of senior notes that are held in
the United States. The strengthening of the United States dollar against the
euro would require us to use a lower amount of our cash flows from operations to
pay interest and make long-term debt repayments, whereas the weakening of the
United States dollar against the euro would require us to use a greater amount
of our cash flows from operations to pay interest and make long-term debt
repayments. We designated the 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.

We conduct business in countries that are or have been subject to significant
inflation rates. The impact of currency devaluation in countries experiencing
high inflation rates, as is the case in Turkey, can unfavorably impact our
results of operations. As of
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the first day of the second quarter of 2022, we are accounting for our
operations in Turkey as highly inflationary, as the prior three-year cumulative
inflation rate has surpassed 100%. As a result, we changed the functional
currency of our subsidiary in Turkey from the Turkish lira to the euro, which is
the functional currency of its parent. The remeasurement of our monetary assets
and liabilities denominated in Turkish lira into euro during the second quarter
of 2022 did not have a material impact on our results of operations. As of July
31, 2022, net monetary assets denominated in Turkish lira represented less than
1% of our total net assets.

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 and related supply chain and logistics
disruptions have disrupted these patterns, however. We otherwise expect this
seasonal pattern will generally continue. Working capital requirements vary
throughout the year to support these seasonal patterns and business trends.

Due to the above seasonal factors, as well as the COVID-19 pandemic, including
the pandemic-related supply chain and logistics disruptions, our results of
operations for the thirteen and twenty-six weeks ended July 31, 2022 are not
necessarily indicative of those for a full fiscal year.

Thirteen Weeks Ended July 31, 2022 Compared With Thirteen Weeks Ended August 1, 2021



Total Revenue

Total revenue in the second quarter of 2022 was $2.132 billion as compared to
$2.313 billion in the second quarter of the prior year. The decrease in revenue
of $181 million, or 8%, included (i) an 8% negative impact of foreign currency
translation, (ii) a 4% reduction resulting from the Heritage Brands transaction
and the exit from the Heritage Brands Retail business and (iii) a 2% reduction
resulting from the impact of the war in Ukraine, including closures of our
stores in Russia, the cessation of wholesale shipments to Russia and Belarus,
and a reduction in wholesale shipments to Ukraine, and included the following:

•The net reduction of an aggregate $57 million of revenue, or a 5% decrease
compared to the prior year period, attributable to our Tommy Hilfiger
International and Tommy Hilfiger North America segments, which included a
negative impact of $108 million, or 9%, related to foreign currency translation.
Tommy Hilfiger International segment revenue decreased 9% (including a 13%
negative foreign currency impact). Revenue in our Tommy Hilfiger North America
segment increased 6%.

•The reduction of an aggregate $12 million of revenue, or a 1% decrease compared
to the prior year period, attributable to our Calvin Klein International and
Calvin Klein North America segments, which included a negative impact of $68
million, or 7%, related to foreign currency translation. Calvin Klein
International segment revenue decreased 2% (including a 12% negative foreign
currency impact). Revenue in our Calvin Klein North America segment decreased
1%.

•The reduction of an aggregate $112 million of revenue, or a 44% decrease
compared to the prior year period, attributable to our Heritage Brands Wholesale
and Heritage Brands Retail segments, which includes a 37% decline resulting from
the Heritage Brands transaction and the exit from the Heritage Brands Retail
business.

Our revenue through our direct-to-consumer distribution channel in the second
quarter of 2022 decreased 5%, including an 8% negative foreign currency impact
and a 3% reduction resulting from the exit of the Heritage Brands Retail
business. Sales through our directly operated digital commerce businesses
decreased 5%, including a 9% negative foreign currency impact. Our sales through
digital channels, including the digital businesses of our traditional and pure
play wholesale customers and our directly operated digital commerce businesses,
was approximately 25% of total revenue. Our revenue through our wholesale
distribution channel decreased 11% in the second quarter of 2022, inclusive of
an 8% negative foreign currency impact and a 5% reduction resulting from the
Heritage Brands transaction. Our wholesale revenue in North America was
negatively impacted in the second quarter of 2022 by an increasingly challenging
macroeconomic environment.

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Gross Profit



Gross profit is calculated as total revenue less cost of goods sold and gross
margin is calculated as gross profit divided by total revenue. Included as cost
of goods sold are costs associated with the production and procurement of
product, such as inbound freight costs, purchasing and receiving costs, and
inspection costs. Also included as cost of goods sold are the amounts recognized
on foreign currency forward exchange contracts as the underlying inventory
hedged by such forward exchange contracts is sold. Warehousing and distribution
expenses are included in selling, general and administrative ("SG&A") 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 second quarter of 2022 was $1.220 billion, or 57.2% of total
revenue, as compared to $1.334 billion, or 57.7% of total revenue, in the second
quarter of the prior year. The 50 basis point decrease was primarily driven by
(i) higher product, freight and other logistics costs, including air freight, as
compared to the second quarter of the prior year, as a result of the
inflationary pressures and the continued supply chain and logistics disruptions,
(ii) an increase in inventory reserves recorded in the second quarter of 2022
due to elevated levels of inventory in the North America wholesale business due
to lower than expected demand, and (iii) a negative impact of foreign currency
translation of approximately 40 basis points. These decreases were partially
offset by (i) price increases that were implemented in certain regions and for
certain product categories during the first half of 2022 and (ii) the impact of
the reduction in revenue from our Heritage Brands businesses as a result of the
Heritage Brands transaction and the exit from the Heritage Brands Retail
business, as the revenue from our Heritage Brands businesses carried lower gross
margins.

SG&A Expenses

SG&A expenses in the second quarter of 2022 were $1.070 billion, or 50.2% of
total revenue, as compared to $1.062 billion, or 45.9% of total revenue, in the
second quarter of the prior year. The 430 basis point increase was principally
attributable to (i) costs incurred in connection with the exit from our Russia
business primarily consisting of noncash asset impairments, (ii) the impact of
the reduction in revenue from our Heritage Brands businesses as a result of the
Heritage Brands transaction and the exit from our Heritage Brands Retail
business, as the revenue from our Heritage Brands businesses carried lower SG&A
expenses as a percentage of total revenue, and (iii) lower expenses in the
second quarter of 2021 as stores in certain regions were closed and other stores
were only beginning to re-open. These increases were partially offset by the
absence in the second quarter of 2022 of costs incurred in the second quarter of
2021 associated with the exit from our Heritage Brands Retail business.

Non-Service Related Pension and Postretirement Income



Non-service related pension and postretirement income was $3 million in each of
the second quarters of 2022 and 2021. Please see Note 8, "Retirement and Benefit
Plans," in the Notes to Consolidated Financial Statements included in Part I,
Item 1 of this report for further discussion.

Equity in Net Income of Unconsolidated Affiliates



The equity in net income of unconsolidated affiliates was $25 million in the
second quarter of 2022 as compared to $4 million in the second 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 certain
licensed trademarks in Mexico, (ii) our joint venture for the TOMMY HILFIGER and
Calvin Klein brands in India, (iii) our joint venture for the TOMMY HILFIGER
brand in Brazil, (iv) our PVH Legwear LLC joint venture for the TOMMY HILFIGER,
Calvin Klein, IZOD, Van Heusen and Warner's brands and other owned and licensed
trademarks in the United States and Canada and (v) our investment in Karl
Lagerfeld after we resumed the equity method of accounting for our investment in
the fourth quarter of 2021 and until the closing of the Karl Lagerfeld
transaction on May 31, 2022. The equity in net income for the second quarter of
2022 increased as compared to 2021 primarily due to a $16 million pre-tax net
gain recorded in the second quarter of 2022 in connection with the Karl
Lagerfeld transaction, as well as an increase in income attributable to our
joint ventures in India and Mexico. Please see Note 6, "Investments in
Unconsolidated Affiliates," in the Notes to Consolidated Financial Statements
included in Part I, Item 1 of this report for further discussion of the Karl
Lagerfeld transaction. Our investments in the joint ventures are being accounted
for under the equity method of accounting.

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Interest Expense, Net



Interest expense, net decreased to $20 million in the second quarter of 2022
from $26 million in the second quarter of the prior year, primarily due to the
impact of $1.030 billion of voluntary long-term debt repayments made during
2021.

Income Taxes



The effective income tax rate for the second quarter of 2022 was 26.4% compared
to 28.1% in the second quarter of the prior year. The effective income tax rate
for the second quarter of 2022 reflected a $41 million income tax expense
recorded on $157 million of pre-tax income. The effective income tax rate for
the second quarter of 2021 reflected a $71 million income tax expense recorded
on $253 million of pre-tax income.

Our effective income tax rates for the second quarters of 2022 and 2021 were
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.

Redeemable Non-Controlling Interest



We formed a joint venture in Ethiopia ("PVH Ethiopia") to operate a
manufacturing facility that produced finished products for us for distribution
primarily in the United States. We held an initial economic interest of 75% in
PVH Ethiopia, with our partner's 25% interest accounted for as a redeemable
non-controlling interest ("RNCI"). We consolidated the results of PVH Ethiopia
in our consolidated financial statements. The capital structure of PVH Ethiopia
was amended effective May 31, 2021 and we solely managed and effectively owned
all economic interests in the joint venture. We closed in the fourth quarter of
2021 the manufacturing facility that was PVH Ethiopia's sole operation. The
closure did not have a material impact on our consolidated financial statements.

As a result of the amendments to the capital structure of PVH Ethiopia, we stopped attributing any net income or loss in PVH Ethiopia to an RNCI beginning May 31, 2021. The net loss attributable to the RNCI in PVH Ethiopia was immaterial in the second quarter of 2021.

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.

Twenty-Six Weeks Ended July 31, 2022 Compared With Twenty-Six Weeks Ended August 1, 2021

Total Revenue



Total revenue in the twenty-six weeks ended July 31, 2022 was $4.255 billion as
compared to $4.392 billion in the twenty-six week period of the prior year. The
decrease in revenue of $138 million, or 3%, included (i) a 6% negative impact of
foreign currency translation, (ii) a 4% reduction resulting from the Heritage
Brands transaction and the exit from the Heritage Brands Retail business and
(iii) a 1% reduction resulting from the impact of the war in Ukraine, including
closures of our stores in Russia, the cessation of wholesale shipments to Russia
and Belarus, and a reduction in wholesale shipments to Ukraine, and included the
following:

•The net reduction of an aggregate $40 million of revenue, or a 2% decrease
compared to the prior year period, attributable to our Tommy Hilfiger
International and Tommy Hilfiger North America segments, which included a
negative impact of $168 million, or 8%, related to foreign currency translation.
Tommy Hilfiger International segment revenue decreased 5% (including a 10%
negative foreign currency impact). Revenue in our Tommy Hilfiger North America
segment increased 10%.

•The addition of an aggregate $89 million of revenue, or a 5% increase compared
to the prior year period, attributable to our Calvin Klein International and
Calvin Klein North America segments, which included a negative impact of $100
million, or 6%, related to foreign currency translation. Calvin Klein
International segment revenue increased 2% (including a 9% negative foreign
currency impact). Revenue in our Calvin Klein North America segment increased
10%.

•The reduction of an aggregate $187 million of revenue, or a 38% decrease
compared to the prior year period, attributable to our Heritage Brands Retail
and Heritage Brands Wholesale segments, which includes a 39% decline resulting
from the Heritage Brands transaction and the exit from the Heritage Brands
Retail business.
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Our revenue through our direct-to-consumer distribution channel in the
twenty-six weeks ended July 31, 2022 decreased 1%, including a 7% negative
foreign currency impact and a 4% reduction resulting from the exit of the
Heritage Brands Retail business. Sales through our directly operated digital
commerce businesses decreased 10%, including a 7% negative foreign currency
impact. Our sales through digital channels, including the digital businesses of
our traditional and pure play wholesale customers and our directly operated
digital commerce businesses, was approximately 22% of total revenue. Our revenue
through our wholesale distribution channel decreased 6% in the twenty-six weeks
ended July 31, 2022, inclusive of a 6% negative foreign currency impact and a 4%
reduction resulting from the Heritage Brands transaction.

We currently expect revenue for the full year 2022 to decrease approximately 3%
to 4% compared to 2021, inclusive of a negative impact of approximately 7%
related to foreign currency translation. Our 2022 outlook also reflects (i) a 2%
reduction in revenue resulting from the Heritage Brands transaction and the exit
from the Heritage Brands Retail business and (ii) a 2% reduction resulting from
the impact of the war in Ukraine. In addition, our revenue outlook reflects our
current expectation with regard to the negative impacts that the challenges in
the macroeconomic environment and trends within the retail industry will have on
our revenue in the second half of 2022, including as a result of lower consumer
demand due to inflationary pressures, as consumers reduce discretionary spend
and certain wholesale customers take a more cautious approach, particularly in
North America and to a lesser extent in Europe. We currently expect 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 to remain consistent with 2021 at
approximately 25%. There continues to be significant uncertainty in the current
macroeconomic environment due to the supply chain and logistics disruptions and
inflationary pressures globally, the war in Ukraine, the COVID-19 pandemic and
foreign currency volatility. As such, our revenue in 2022 may be subject to
significant material change.

Gross Profit



Gross profit in the twenty-six weeks ended July 31, 2022 was $2.458 billion, or
57.8% of total revenue, as compared to $2.563 billion, or 58.3% of total
revenue, in the twenty-six week period of the prior year. The 50 basis point
decrease was primarily driven by (i) higher product, freight and other logistics
costs, including air freight, as compared to the prior year period, as a result
of the inflationary pressures and the continued supply chain and logistics
disruptions, (ii) an increase in inventory reserves recorded in the second
quarter of 2022 due to elevated levels of inventory in the North America
wholesale business due to lower than expected demand, and (iii) a negative
impact of foreign currency translation of approximately 20 basis points. These
decreases were partially offset by (i) price increases that were implemented in
certain regions and for certain product categories during the first half of 2022
and (ii) the impact of the reduction in revenue from our Heritage Brands
businesses as a result of the Heritage Brands transaction and the exit from the
Heritage Brands Retail business, as the revenue from our Heritage Brands
businesses carried lower gross margins.

We currently expect that gross margin for the full year 2022 will decrease as
compared to 2021, with the decrease in gross margin in the second half of 2022
expected to be more pronounced as compared to the gross margin decrease in the
first half of 2022. We currently expect gross margin for the full year 2022 to
decrease primarily due to (i) increased promotional selling and inventory
reserves, particularly in the North America wholesale business, as compared to
the prior year period, due to elevated inventory levels industry-wide compared
to consumer demand in the region, and (ii) the higher product, freight and other
logistics costs, including ocean freight, as a result of the recent inflationary
pressures and the continued supply chain and logistics disruptions. These
decreases are expected to be partially offset by (i) planned price increases on
select product categories that were implemented beginning in the first half of
2022, and expected to be further implemented in the second half of 2022 to
mitigate the higher expected costs discussed above, and (ii) the impact of the
reduction in revenue from our Heritage Brands businesses as explained above.

SG&A Expenses



SG&A expenses in the twenty-six weeks ended July 31, 2022 were $2.110 billion,
or 49.6% of total revenue, as compared to $2.101 billion, or 47.8% of total
revenue, in the twenty-six week period of the prior year. The 180 basis point
increase was principally attributable to (i) costs incurred in connection with
the exit from our Russia business, primarily consisting of noncash asset
impairments, (ii) the impact of the reduction in revenue from our Heritage
Brands businesses as a result of the Heritage Brands transaction and the exit
from our Heritage Brands Retail business, as the revenue from our Heritage
Brands businesses carried lower SG&A expenses as a percentage of total revenue
and (iii) lower expenses in the first half of 2021 as stores in certain regions
were closed and other stores were only beginning to re-open. These increases
were partially offset by the absence in 2022 of costs incurred in the twenty-six
week period of the prior year associated with (i) reductions in our workforce,
primarily in certain international markets, and to reduce our real estate
footprint and (ii) the exit from our Heritage Brands Retail business.
                                       46
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We currently expect that SG&A expenses as a percentage of revenue for the full
year 2022 will increase as compared to 2021, with the increase in SG&A expenses
as a percentage of revenue in the second half of 2022 expected to be less
pronounced as compared to the first half of 2022. We currently expect SG&A
expenses as a percentage of revenue for the full year 2022 to increase primarily
as a result of (i) costs incurred in connection with the exit from our Russia
business, primarily consisting of noncash asset impairments and (ii) the impact
of the reduction in revenue from our Heritage Brands businesses as a result of
the Heritage Brands transaction and the exit from our Heritage Brands Retail
business for the reasons explained above. These increases are expected to be
partially offset by the absence in 2022 of costs incurred in 2021 associated
with (i) reductions in our workforce, primarily in certain international
markets, and to reduce our real estate footprint and (ii) the exit from our
Heritage Brands Retail business.

Non-Service Related Pension and Postretirement Income

Non-service related pension and postretirement income was $7 million in each of the twenty-six weeks ended July 31, 2022 and August 1, 2021.



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 2022 will be approximately $14 million. However, our expectation of
non-service related pension and post-retirement income for the full year 2022
does not include the impact of an actuarial gain or loss. As a result of the
recent volatility in the financial markets, there is significant uncertainty
with respect to the actuarial gain or loss we may record on our retirement plans
in 2022. We may incur a significant actuarial gain or loss in 2022 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. As such, our
actual 2022 non-service related pension and postretirement income may be
significantly different than our projections. Non-service related pension and
postretirement income was $64 million in 2021, and included a $49 million
actuarial gain on our retirement plans recorded in the fourth quarter.

Equity in Net Income of Unconsolidated Affiliates



The equity in net income of unconsolidated affiliates was $32 million in the
twenty-six weeks ended July 31, 2022 as compared to $8 million in the twenty-six
week period 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 certain licensed trademarks in Mexico, (ii) our joint
venture for the TOMMY HILFIGER and Calvin Klein brands in India, (iii) our joint
venture for the TOMMY HILFIGER brand in Brazil, (iv) our PVH Legwear LLC joint
venture for the TOMMY HILFIGER, Calvin Klein, IZOD, Van Heusen and Warner's
brands and other owned and licensed trademarks in the United States and Canada,
and (v) our investment in Karl Lagerfeld after we resumed the equity method of
accounting for our investment in the fourth quarter of 2021 and until the
closing of the Karl Lagerfeld transaction on May 31, 2022. The equity in net
income for the twenty-six weeks ended July 31, 2022 increased as compared to the
prior year period primarily due to a $16 million pre-tax gain recorded in the
second quarter of 2022 in connection with the Karl Lagerfeld transaction, as
well as an increase in income attributable to our joint ventures in India and
Mexico. 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 of unconsolidated affiliates
for the full year 2022 will increase to approximately $45 million as compared to
$24 million in 2021 primarily as a result of the $16 million pre-tax gain that
we recorded in the second quarter of 2022 in connection with the Karl Lagerfeld
transaction, as well as an increase in income attributable to our joint ventures
in India and Mexico.

Interest Expense, Net

Interest expense, net decreased to $42 million in the twenty-six weeks ended
July 31, 2022 from $56 million in the twenty-six week period of the prior year,
primarily due to the impact of $1.030 billion of voluntary long-term debt
repayments made during 2021.

Interest expense, net for the full year 2022 is currently expected to be approximately $85 million compared to $104 million in 2021 primarily due to the full year impact in 2022 of long-term debt repayments made during 2021.


                                       47
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Income Taxes



The effective income tax rate for the twenty-six weeks ended July 31, 2022 was
28.0% compared to 33.1% in the twenty-six week period of the prior year. The
effective income tax rate for the twenty-six weeks ended July 31, 2022 reflected
a $97 million income tax expense recorded on $345 million of pre-tax income. The
effective income tax rate for the twenty-six weeks ended August 1, 2021
reflected a $139 million income tax expense recorded on $421 million of pre-tax
income.

Our effective income tax rates for the twenty-six weeks ended July 31, 2022 and
August 1, 2021 were higher than the United States statutory income tax rate
primarily due to the tax effects of GILTI and the mix of foreign and domestic
pre-tax results.

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 the income tax rates,
when coupled with special rates levied on income from certain of our
jurisdictional activities, have historically been lower than the United States
statutory income tax rate. In 2022 we no longer benefit from these special
rates.

We currently expect that our effective income tax rate for the full year 2022
will be approximately 24%. We expect the effective income tax rate in the second
half of 2022 will be lower than the first half of 2022 and lower than the United
States statutory income tax rate due to income tax credits and the overall
benefit of certain discrete items, including the favorable impact on certain
liabilities for uncertain tax positions.

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.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act,
with tax provisions primarily focused on implementing a 15% corporate minimum
tax based on global adjusted financial statement income and a 1% excise tax on
share repurchases. The corporate minimum tax will be effective in fiscal 2023
and the excise tax is effective January 1, 2023. We are currently evaluating the
effect of the new law on our consolidated financial statements.

RNCI

As a result of the amendments to the capital structure of PVH Ethiopia, we stopped attributing any net income or loss in PVH Ethiopia to an RNCI beginning May 31, 2021. The net loss attributable to the RNCI was immaterial in the twenty-six weeks ended August 1, 2021.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow Summary and Trends



Cash and cash equivalents at July 31, 2022 was $699 million, a decrease of $543
million from the $1.242 billion at January 30, 2022. The change in cash and cash
equivalents included the impact of (i) $227 million of completed common stock
repurchases under the stock repurchase program, (ii) $13 million of mandatory
long-term debt repayments and (iii) $19 million of cash proceeds received in
connection with the Karl Lagerfeld transaction (the remaining $1 million of
proceeds is being held in escrow as of July 31, 2022). We ended the second
quarter of 2022 with approximately $1.1 billion of borrowing capacity available
under our various debt facilities. 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
and peak sales periods.

Cash flow for the full year 2022 will be impacted by various factors in addition
to those noted below in this "Liquidity and Capital Resources" section,
including (i) mandatory long-term debt repayments of approximately $32 million,
subject to exchange rate fluctuations, and (ii) expected common stock
repurchases under the stock repurchase program of approximately $400 million.
There continues to be uncertainty with respect to the impacts of the COVID-19
pandemic, supply chain and logistics disruptions and inflationary pressures
globally. Our cash flows may be subject to material significant change,
including as a result of increased in-transit inventory levels or significant
production delays and other working capital changes that we may experience as a
result of the pandemic and supply chain and logistics disruptions, and elevated
inventory levels that we may experience due to lower consumer demand for our
products as a result of inflationary pressures.
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As of July 31, 2022, $573 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 $163 million in the twenty-six weeks ended
July 31, 2022 compared to $332 million of cash provided by operating activities
in the twenty-six weeks ended August 1, 2021. The decrease in cash provided by
operating activities as compared to the prior year period was primarily driven
by (i) changes in our working capital, including an increase in inventories due
to a combination of (a) abnormally low inventory levels in all regions in the
prior year period, (b) a planned increase in our core product to mitigate the
ongoing supply chain and logistics disruptions and (c) elevated inventory levels
in our North America wholesale business due to lower than expected demand and
(ii) a decrease in net income as adjusted for noncash charges. Our cash flows
from operations have been, and are expected to continue to be impacted by
temporary store closures and other significant impacts of the COVID-19 pandemic,
and supply chain and logistics disruptions on our business, as well as lower
consumer demand as a result of inflationary pressures, particularly in North
America and to a lesser extent in Europe. In an effort to mitigate these
impacts, we have been and continue to be focused on working capital management.

Supply Chain Finance Program



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

Accordingly, amounts due to suppliers that elected to participate in the SCF
program are included in accounts payable in our consolidated balance sheets and
the corresponding payments are reflected in cash flows from operating activities
in our consolidated statements of cash flows. We have been informed by the third
party administrators of the SCF program that suppliers had elected to sell
approximately $620 million, $475 million and $430 million of our payment
obligations that were outstanding as of July 31, 2022, January 30, 2022 and
August 1, 2021, respectively, to financial institutions and approximately $960
million and $740 million had been settled through the program during the
twenty-six weeks ended July 31, 2022 and August 1, 2021, respectively.

Investments in Unconsolidated Affiliates



We received dividends of $16 million and $19 million from our investments in
unconsolidated affiliates during the twenty-six weeks ended July 31, 2022 and
August 1, 2021, respectively. These dividends are included in our net cash
(used) provided by operating activities in our Consolidated Statements of Cash
Flows for the respective period.

Karl Lagerfeld Transaction



We entered into a definitive agreement on April 29, 2022 to sell our
approximately 8% economic interest in Karl Lagerfeld to a subsidiary of G-III
and completed the sale on May 31, 2022 for $20 million in cash, subject to
customary adjustments, of which $19 million was received in the second quarter
of 2022 and the remaining $1 million is being held in escrow and is subject to
exchange rate fluctuation. Please see Note 6, "Investments in Unconsolidated
Affiliates," in the Notes to Consolidated Financial Statements included in Part
I, Item 1 of this report for further discussion.
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Capital Expenditures



Our capital expenditures in the twenty-six weeks ended July 31, 2022 were $109
million compared to $110 million in the twenty-six weeks ended August 1, 2021.
We currently expect that capital expenditures for the full year 2022 will be
approximately $325 million as compared to $268 million in 2021 and will
primarily consist of investments in (i) new stores and store renovations, (ii)
investments in our information technology infrastructure worldwide, including
data centers and information security, (iii) continued investments in upgrades
and enhancements to platforms and systems worldwide, including our digital
commerce platforms, and (iv) enhancements to our warehouse and distribution
network in Europe and North America.

Mandatorily Redeemable Non-Controlling Interest



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

We purchased tranche 1 (50% of the shares) for $17 million in June 2020 and
tranche 2 (the remaining 50% of the shares) for $24 million in June 2021 based
on exchange rates in effect on the applicable payment dates. The tranche 2
payments are presented in the Consolidated Statement of Cash Flows for the
twenty-six weeks ended August 1, 2021 as follows: (i) $15 million as financing
cash flows, which represented the initial fair value of the liability recognized
on the acquisition date, and (ii) $9 million as operating cash flows
attributable to 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.

Dividends



We suspended our dividends in March 2020 in response to the impacts of the
COVID-19 pandemic on our business. In addition, under the terms of a waiver we
obtained in June 2020 of certain covenants under our senior unsecured credit
facilities (referred to as the "June 2020 Amendment"), we were not permitted to
declare or pay dividends during the relief period. However, effective June 10,
2021, the relief period under the June 2020 Amendment was terminated and we were
permitted to declare and pay dividends on our common stock at the discretion of
the Board of Directors. Please see 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 30, 2022 for further discussion of the terms of the June
2020 Amendment and the relief period.

Cash dividends paid on our common stock totaled $5 million during the twenty-six
weeks ended July 31, 2022. We did not pay any cash dividends on our common stock
during the twenty-six weeks ended August 1, 2021, following termination of the
relief period.

We currently project that cash dividends paid on our common stock in 2022 will
be approximately $10 million based on our current dividend rate, the number of
shares of our common stock outstanding as of July 31, 2022, our estimate of
stock to be issued during 2022 under our stock incentive plans and our estimate
of stock repurchases for the remainder of 2022.

Acquisition of Treasury Shares



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

We suspended share repurchases under the stock repurchase program beginning in
March 2020 in response to the impacts of the COVID-19 pandemic on our business.
In addition, under the terms of the June 2020 Amendment, we were not permitted
to make share repurchases during the relief period. However, effective June 10,
2021, the relief period was terminated and we
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were permitted to resume share repurchases at management's discretion. 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 30, 2022
for further discussion of the terms of the June 2020 Amendment and the relief
period.

During the twenty-six weeks ended August 1, 2021, and following the termination
of the relief period, we did not purchase any shares of our common stock under
the program. During the twenty-six weeks ended July 31, 2022, we purchased 3.2
million shares of our common stock under the program in open market transactions
for $224 million. Purchases of $3 million were accrued for in our Consolidated
Balance Sheet as of July 31, 2022. Purchases of $6 million that were accrued for
in our Consolidated Balance Sheet as of January 30, 2022 were paid in the first
quarter of 2022. As of July 31, 2022, the repurchased shares were held as
treasury stock and $999 million of the authorization remained available for
future share repurchases.

We currently expect common stock repurchases under the stock repurchase program of approximately $400 million for the full year 2022.

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)                           7/31/22       1/30/22       8/1/21
Short-term borrowings                  $     12      $     11      $    19

Current portion of long-term debt            38            35           30
Finance lease obligations                    10             9           13
Long-term debt                            2,155         2,318        2,782
Stockholders' equity                      5,206         5,289        5,033

In addition, we had $699 million, $1.242 billion and $1.153 billion of cash and cash equivalents as of July 31, 2022, January 30, 2022 and August 1, 2021, respectively.

Short-Term Borrowings



We had $12 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 July 31, 2022. The weighted average interest
rate on funds borrowed as of July 31, 2022 was 0.16%. These facilities provided
for borrowings of up to $188 million based on exchange rates in effect on
July 31, 2022 and are utilized primarily to fund working capital needs. The
maximum amount of borrowings outstanding under these facilities during the
twenty-six weeks ended July 31, 2022 was $17 million.

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, with a 364-day $275 million United States dollar-denominated unsecured
revolving credit facility (the "2021 facility"). The 2021 facility matured on
April 27, 2022, and was not replaced. We paid approximately $800,000 of debt
issuance costs in connection with the 2021 facility. We had no borrowings
outstanding under the 2021 facility during the twenty-six weeks ended July 31,
2022.

Finance Lease Liabilities

Our cash payments for finance lease liabilities totaled $2 million and $3 million during the twenty-six weeks ended July 31, 2022 and August 1, 2021, respectively.

2019 Senior Unsecured Credit Facilities



We have senior unsecured credit facilities due April 29, 2024 (as amended, the
"2019 facilities") that consist of a €500 million euro-denominated Term Loan A
facility (the "Euro TLA facility") 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-
                                       51
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denominated revolving credit facility available in euro, Australian dollars and
other agreed foreign currencies and (iv) a $50 million United States
dollar-denominated revolving credit facility available in United States dollars
or Hong Kong dollars. The 2019 facilities also consisted of a $1.093 billion
United States dollar-denominated Term Loan A facility (the "USD TLA facility").
We repaid the outstanding principal balance under our USD TLA facility in 2021.
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 $458 million, net of debt issuance costs and based
on applicable exchange rates, under the Euro TLA facility, no borrowings
outstanding under the senior unsecured revolving credit facilities, and $12
million of outstanding letters of credit under the senior unsecured revolving
credit facilities as of July 31, 2022.

We made payments totaling $13 million and $707 million on our term loans under
the 2019 facilities during the twenty-six weeks ended July 31, 2022 and
August 1, 2021, respectively, and we expect to make long-term debt repayments of
approximately $32 million during the full year 2022.

The current applicable margin with respect to the Euro TLA facility and each
revolving credit facility as of July 31, 2022 was 1.250% for adjusted
Eurocurrency rate loans and 0.250% for base rate or Canadian prime rate loans.
The applicable margin for borrowings under the Euro TLA facility 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 or (ii) after the
date of delivery of notice of a change in our public debt rating by Standard &
Poor's or Moody's.

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 any 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 twenty-six weeks ended August 1, 2021 (no interest rate swap
agreements were entered into or in effect during the twenty-six weeks ended
July 31, 2022):

(In millions)


                                                                                        Notional Amount
                                                               Initial

Notional Outstanding as of


   Designation Date               Commencement Date                 Amount               July 31, 2022             Fixed Rate              Expiration Date
      March 2020                    February 2021              $           50          $            -    (1)         0.562%                 February 2023
     February 2020                  February 2021                          50                       -    (1)        1.1625%                 February 2023
     February 2020                  February 2020                          50                       -    (1)        1.2575%                 February 2023
      August 2019                   February 2020                          50                       -    (1)        1.1975%                 February 2022
       June 2019                    February 2020                          50                       -    (1)         1.409%                 February 2022
       June 2019                      June 2019                            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



(1) We terminated in 2021 the interest rate swap agreements due to expire in
February 2022 and February 2023 in connection with the early repayment of the
outstanding principal balance under our USD TLA facility.

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, calculated in the manner set forth in the terms of
the 2019 facilities. Please see Note 8, "Debt," in the Notes to the Consolidated
Financial Statements included in Item 8 of the Company's Annual Report on Form
10-K for the year ended January 30, 2022 for further discussion of the 2019
facilities.

We expect to maintain compliance with the financial covenants under the 2019 facilities based on our current forecasts.


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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. 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 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 July 31, 2022, we were in compliance with all
applicable financial and non-financial covenants under our financing
arrangements.

As of July 31, 2022, our issuer credit was rated BBB- by Standard & Poor's with
a stable outlook and our corporate credit was rated Baa3 by Moody's with a
stable outlook, and our commercial paper was rated A-3 by Standard & Poor's and
P-3 by Moody's. In assessing our credit strength, we believe that both Standard
& Poor's and Moody's considered, among other things, our capital structure and
financial policies, our consolidated balance sheet, our historical acquisition
activity and other financial information, as well as industry and other
qualitative factors.

Please see Note 9, "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 2022 through 2027.

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 30, 2022 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 30, 2022. During the twenty-six weeks ended
July 31, 2022, 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 30, 2022.

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