OVERVIEW



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

We are one of the largest global apparel companies in the world, with a history
going back 140 years. In March 2020, we marked our 100-year anniversary as a
listed company on the New York Stock Exchange. 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. We also had a perpetual license for
Speedo in North America and the Caribbean until April 6, 2020. We entered into a
definitive agreement during the second quarter of 2021 to sell 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,
to ABG and other parties. We completed the sale on the first day of the third
quarter of 2021.

Our business strategy is to win with the consumer by driving brand and product
relevance, while strengthening our commitment to sustainability and circularity.
We are focused on driving the success of our product by focusing on key growth
categories across certain lifestyles, and developing the best hero product that
the consumer desires, connecting the products closer to where the consumer is
going and driving pricing power. 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.

We generated revenue of $9.2 billion, $7.1 billion and $9.9 billion in 2021,
2020 and 2019 respectively. Over 60% of our revenue in 2021 and 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. Revenue in 2021
continued to be negatively impacted by the pandemic and related supply chain
disruptions, although to a much lesser extent than in 2020. Our iconic brands,
TOMMY HILFIGER and Calvin Klein, together generated over 90% of our revenue
during 2021, and over 85% of our revenue during 2020 and 2019.

RESULTS OF OPERATIONS

Recent Developments in Ukraine



As a result of the war in Ukraine, we made the decision to temporarily close our
stores and pause commercial activities in Russia and Belarus as of March 7,
2022. 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. Approximately 2% of our revenue in 2021 was generated in Russia, Belarus
and Ukraine. As such, we expect the war in Ukraine will have a negative impact
on our revenue and net income in 2022 of approximately $175 million and $50
million, respectively. The war has also led to, and may lead to further, broader
macroeconomic implications, including the recent 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 to the broader
European market, will impact our business, financial condition and results of
operations in 2022.

Inflationary pressures

We currently expect that inflationary pressures, including increased labor, raw
materials and freight costs, will negatively impact our earnings in 2022. We
currently plan to implement price increases, beginning in the first half of 2022
and to a greater extent in the second half of 2022, to mitigate these higher
costs, to the extent possible, while attempting to minimize the risks of
decreasing consumer purchasing of our products. The extent of price increases
will vary by region and product category. Inflation did not have a significant
impact on our results of operations in 2021, 2020 or 2019.



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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, reduced hours, reduced occupancy levels and high absenteeism as a result of the pandemic:



•Virtually all of our stores were temporarily closed for varying periods of time
throughout the first quarter and into the second quarter of 2020. Most stores
reopened in June 2020 but operated at significantly reduced capacity. Our stores
in Europe and North America continued to face significant pressure throughout
2020 as a result of the pandemic, with the majority of our stores in Europe and
Canada closed during the fourth quarter.

•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, particularly the Omicron
variant. Pressures have continued into the first quarter of 2022, with strict
lockdowns in China and Hong Kong SAR resulting in temporary store closures and
the temporary pause of deliveries 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 that business.

Our brick and mortar wholesale customers and our 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 and operating restrictions and obstacles in the same
countries and at the same times as us. Although most of our wholesale customers'
and franchisees' stores had reopened the majority of their locations across all
regions by mid-June 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 exceptionally strong growth during
2020, 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 penetration as a
percentage of total revenue has remained consistent with 2020 at approximately
25%, despite the exceptionally strong growth in 2020. While our digital growth
was less pronounced in 2021 as stores reopened and capacity restrictions
lessened, we expect double digit growth in 2022. Digital penetration as a
percentage of total revenue in 2022 is 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 current
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 in the second half of 2021, and expect
to continue to incur in 2022, higher air freight and other logistics costs in
connection with these disruptions. We continue to monitor these delays and other
potential disruptions in our supply chain and will continue to 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 stores, offices and distribution centers, including temporary closures, reduced occupancy levels, and social


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distancing and sanitization measures, as well as changes to fitting room use in
our stores. We incurred in 2020 and 2021 additional costs associated with these
measures.

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. 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 has resulted in annual cost savings of approximately $80
million, and (ii) the exit from our Heritage Brands Retail business, which was
completed in 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. All
costs related to these actions were incurred by the end of 2021.

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.

There is significant uncertainty due to the current war in Ukraine and its
broader macroeconomic implications, inflationary pressures globally, as well as
the continued uncertainty due to the COVID-19 pandemic and supply chain and
logistics disruptions, which have resulted in and are expected to continue to
result in delivery delays to wholesale customers and delayed inventory
availability for our stores and digital commerce businesses. 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 1,600 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 consisted of 162 directly operated stores in North America and
was completed in 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, through the second quarter of
2021, (vi) Heritage Brands Retail. Our Heritage Brands Retail segment has ceased
operations.

The following actions and transactions have impacted our results of operations and the comparability among the years, including our 2022 expectations, as discussed below:



•We entered into a definitive agreement in June 2021 to sell 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 ABG and other parties, and
subsequently completed the sale 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.
Please see Note 3, "Acquisitions and Divestitures," in the Notes to Consolidated
Financial Statements included in Item 8 of this report for further discussion.

•We announced in March 2021 plans to reduce our workforce, primarily in certain international markets, and to reduce


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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 $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. All costs related to
these actions were incurred by the end of 2021. Please see Note 17, "Exit
Activity Costs," in the Notes to Consolidated Financial Statements included in
Item 8 of this report for further discussion.

•We 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 has resulted in annual cost savings of approximately $80
million, and (ii) the exit from 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 (i) $11 million of severance and other
termination benefits, (ii) $6 million of accelerated amortization of lease
assets and (iii) $4 million of contract termination and other costs. 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. All costs related to the North America workforce reduction were incurred
by the end of 2020. All costs related to the exit from the Heritage Brands
Retail business were incurred by the end of 2021. Please see Note 17, "Exit
Activity Costs," in the Notes to Consolidated Financial Statements included in
Item 8 of this report for further discussion.

•We licensed Speedo for North America and the Caribbean until April 2020, at
which time we sold the Speedo North America business to Pentland, the parent
company of the Speedo brand, 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 and no longer licensed the Speedo
trademark. We recorded a pre-tax noncash loss of $142 million in the fourth
quarter of 2019, when the Speedo 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 Speedo 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 3, "Acquisitions and Divestitures," in the
Notes to Consolidated Financial Statements included in Item 8 of this report for
further discussion.

•We completed a transaction in 2019 in connection with which we terminated early
the licenses for the global Calvin Klein and Tommy Hilfiger North America socks
and hosiery businesses in order to consolidate the socks and hosiery businesses
for all of our brands in the United States and Canada in a newly formed joint
venture, PVH Legwear LLC ("PVH Legwear"), and to bring in-house the
international Calvin Klein socks and hosiery wholesale businesses. We own a 49%
economic interest in PVH Legwear. PVH Legwear was formed with a wholly owned
subsidiary of our former heritage brands trademarks socks and hosiery licensee,
and licenses from us since December 2019 the rights to distribute and sell TOMMY
HILFIGER, Calvin Klein, Warner's and, through the second quarter of 2021, IZOD
and Van Heusen socks and hosiery in the United States and Canada. Following the
Heritage Brands transaction, PVH Legwear now licenses from ABG the rights to
distribute and sell in these countries IZOD and Van Heusen socks and hosiery. We
recorded a pre-tax charge of $60 million in 2019 in connection with these
actions.

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•We completed the Australia and the TH CSAP acquisitions in the second quarter
of 2019. Prior to the closing of the Australia acquisition, we, along with
Gazal, jointly owned and managed a joint venture, PVH Australia, which licensed
and operated businesses in Australia, New Zealand and other parts of Oceania
under the TOMMY HILFIGER, Calvin Klein and Van Heusen brands, along with other
owned and licensed brands. PVH Australia came under our full control as a result
of the Australia 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 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, and settled in June 2021 the remaining liability for
$24 million. We completed the TH CSAP acquisition for $74 million and now
operate directly the Tommy Hilfiger retail business in the Central and Southeast
Asia market. Please see Note 3, "Acquisitions and Divestitures," in the Notes to
Consolidated Financial Statements included in Item 8 of this report for further
discussion.

In connection with the Australia and TH CSAP acquisitions, we recorded an
aggregate net pre-tax gain of $83 million during 2019, including (i) a noncash
gain of $113 million to write up our previously held equity investments in Gazal
and PVH Australia to fair value, partially offset by (ii) $21 million of costs,
primarily consisting of noncash valuation adjustments and one-time expenses
recorded on our equity investments in Gazal and PVH Australia prior to the
Australia acquisition closing, and (iii) a $9 million expense recorded in
interest expense resulting from the remeasurement of the mandatorily redeemable
non-controlling interest that was recognized 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 the mandatorily redeemable
non-controlling interest that was recognized in connection with the Australia
acquisition.

•We closed our TOMMY HILFIGER flagship and anchor stores in the United States
(the "TH U.S. store closures") in the first quarter of 2019 and recorded pre-tax
costs of $55 million, primarily consisting of noncash lease asset impairments.
Please see Note 11, "Fair Value Measurements," in the Notes to Consolidated
Financial Statements included in Item 8 of this report for further discussion of
the noncash lease asset impairments.

•We announced in January 2019 a restructuring in connection with strategic
changes for our Calvin Klein business (the "Calvin Klein restructuring"). The
strategic changes included (i) the closure of the CALVIN KLEIN 205 W39 NYC
brand, (ii) the closure of the flagship store on Madison Avenue in New York, New
York, (iii) the restructuring of the Calvin Klein creative and design teams
globally, and (iv) the consolidation of operations for the men's Calvin Klein
Sportswear and Calvin Klein Jeans businesses. We recorded pre-tax costs of $103
million during 2019 in connection with the Calvin Klein restructuring,
consisting of a $30 million noncash lease asset impairment resulting from the
closure of the flagship store on Madison Avenue in New York, New York, $26
million of contract termination and other costs, $26 million of severance, $13
million of inventory markdowns and $9 million of other noncash asset
impairments. All costs related to this restructuring were incurred by the end of
2019.

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 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. While the
United States dollar continued to weaken against the euro in the first half of
2021, it has strengthened against the euro in the second half of 2021 and into
2022. Our 2021 revenue and net income increased by approximately $140 million
and $25 million, respectively, as compared to 2020 due to the impact of foreign
currency translation. However, we currently expect our 2022 revenue and net
income to decrease by approximately $355 million and $50 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
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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.
Our 2021 net income increased by approximately $30 million as compared to 2020
due to the transactional impact of foreign currency. We currently expect our
2022 net income to decrease by approximately $10 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.

The following table summarizes our statements of operations in 2021, 2020 and
2019:

                                                                     2021              2020              2019
(Dollars in millions)
Net sales                                                         $  8,724          $  6,799          $  9,400
Royalty revenue                                                        340               260               380
Advertising and other revenue                                           91                74               129
Total revenue                                                        9,155             7,133             9,909
Gross profit                                                         5,324             3,777             5,388
% of total revenue                                                    58.2  %           53.0  %           54.4  %
SG&A                                                                 4,454             3,983             4,715
% of total revenue                                                    48.7  %           55.8  %           47.6  %
Goodwill and other intangible asset impairments                          -               933                 -
Non-service related pension and postretirement (income) cost           (64)              (76)               90
Debt modification and extinguishment costs                               -                 -                 5
Other (gain) loss, net                                                (119)                3                29
Equity in net income (loss) of unconsolidated affiliates                24                (5)               10
Income (loss) before interest and taxes                              1,077            (1,072)              559
Interest expense                                                       109               125               120
Interest income                                                          4                 4                 5
Income (loss) before taxes                                             973            (1,193)              444
Income tax expense (benefit)                                            21               (56)               29
Net income (loss)                                                      952            (1,137)              415

Less: Net loss attributable to redeemable non-controlling interest

                                                                (0)               (1)               (2)
Net income (loss) attributable to PVH Corp.                       $    952          $ (1,136)         $    417



Total Revenue

Total revenue was $9.155 billion in 2021, $7.133 billion in 2020 and $9.909
billion in 2019. Virtually all of our stores were temporarily closed for varying
periods of time throughout the first quarter and into the second quarter of 2020
but had reopened in June 2020 and were operating at significantly reduced hours
and capacity for the remainder of 2020. Further, our stores in Europe and North
America continued to face significant pressure as a result of the pandemic, with
the majority of our stores in Europe and Canada closed during the fourth quarter
of 2020. Pandemic-related pressures on our stores continued during 2021,
although to a much lesser extent than in the prior year period, with a
significant percentage of our stores in Europe, Canada and Japan temporarily
closed for varying periods of time throughout the first half of 2021, the
majority of our
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stores in Australia closed temporarily during the third quarter of 2021, and
certain stores in Europe and China temporarily closed for varying periods of
time during the fourth quarter of 2021. Additionally, a significant percentage
of our stores globally continued to operate on reduced hours and capacity in
2021, with additional pressure during the fourth quarter of 2021 as a result of
increased levels of associate absenteeism due to the pandemic, particularly the
Omicron variant. The increase in revenue of $2.022 billion, or 28%, in 2021 as
compared to 2020 reflected:

•The addition of an aggregate $1.067 billion of revenue, or a 29% increase
compared to the prior year, attributable to our Tommy Hilfiger International and
Tommy Hilfiger North America segments, which included a positive impact of $74
million, or 2%, related to foreign currency translation. Tommy Hilfiger
International segment revenue increased 32% (including a 2% positive foreign
currency impact). Revenue in our Tommy Hilfiger North America segment increased
22%.

•The addition of an aggregate $1.022 billion of revenue, or a 39% increase
compared to the prior year, attributable to our Calvin Klein International and
Calvin Klein North America segments, which included a positive impact of $60
million, or 2%, related to foreign currency translation. Calvin Klein
International segment revenue increased 39% (including a 3% positive foreign
currency impact). Revenue in our Calvin Klein North America segment increased
38%.

•The reduction of an aggregate $67 million of revenue, or an 8% decrease
compared to the prior year, attributable to our Heritage Brands Wholesale and
Heritage Brands Retail segments, which included a 27% decline resulting from (i)
the Heritage Brands transaction that closed on the first day of the third
quarter of 2021, (ii) the exit from the Heritage Brands Retail business, which
was substantially completed in the second quarter of 2021, and (iii) the April
2020 closing of the Speedo transaction.

Our 2021 revenue reflected a 38% increase in revenue through our wholesale
distribution channel, inclusive of a 3% reduction from the Heritage Brands
transaction, and an 18% increase in revenue through our direct-to-consumer
distribution channel, inclusive of a 3% reduction from the exit of the Heritage
Brands Retail business. Sales through our directly operated digital commerce
businesses increased 15% as compared to the prior year on top of exceptionally
strong growth in 2020. 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%.

The decrease in revenue of $2.776 billion, or 28%, in 2020 as compared to 2019
was due to the impacts of the COVID-19 pandemic on our business and included the
aggregate effect of the following items:

•The reduction of an aggregate $1.075 billion of revenue, or a 23% decrease
compared to the prior year, attributable to our Tommy Hilfiger International and
Tommy Hilfiger North America segments, which included a positive impact of $98
million, or 2%, related to foreign currency translation. Tommy Hilfiger
International segment revenue decreased 13% (including a 3% positive foreign
currency impact). Revenue in our Tommy Hilfiger North America segment decreased
41%.

•The reduction of an aggregate $1.029 billion of revenue, or a 28% decrease
compared to the prior year, attributable to our Calvin Klein International and
Calvin Klein North America segments, which included a positive impact of $40
million, or 1%, related to foreign currency translation. Calvin Klein
International segment revenue decreased 16% (including a 2% positive foreign
currency impact). Revenue in our Calvin Klein North America segment decreased
43%.

•The reduction of an aggregate $672 million of revenue, or a 44% decrease
compared to the prior year, attributable to our Heritage Brands Wholesale and
Heritage Brands Retail segments, which included a 12% decline resulting from the
April 2020 sale of the Speedo North America business.

Our 2020 revenue reflected a 30% decline in revenue through our wholesale
distribution channel and a 25% decline in revenue through our direct-to-consumer
distribution channel. Sales through our directly operated digital commerce
businesses increased 69% as compared to 2019 driven by strong growth across all
brand businesses and regions. 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
doubled in 2020 as compared to 2019.

We currently expect revenue for the full year 2022 to increase approximately 2%
to 3% compared to 2021, inclusive of a negative impact of approximately 4%
related to foreign currency translation. Our 2022 outlook also reflects (i) a 2%
reduction
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in revenue resulting from the Heritage Brands transaction and the exit from the
Heritage Brands Retail business and (ii) a 2% reduction resulting from our
decision to temporarily close our stores and pause commercial activities in
Russia and Belarus, as well as a reduction in wholesale shipments to Ukraine as
a result of the war. 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. There is significant
uncertainty due to the current war in Ukraine and its broader macroeconomic
implications, inflationary pressures globally, as well as the continued
uncertainty due to the COVID-19 pandemic and supply chain and logistics
disruptions, which have resulted in and are expected to continue to result in
delivery delays to wholesale customers and delayed inventory availability for
our stores and digital commerce businesses. As such, our revenue in 2022 may be
subject to significant material change.

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.

The following table shows our revenue mix between net sales and royalty,
advertising and other revenue, as well as our gross margin for 2021, 2020 and
2019:

                                            2021         2020         2019
Components of revenue:
Net sales                                   95.3  %      95.3  %      94.9  %
Royalty, advertising and other revenue       4.7          4.7          5.1
Total                                      100.0  %     100.0  %     100.0  %
Gross margin                                58.2  %      53.0  %      54.4  %



Gross profit in 2021 was $5.324 billion, or 58.2% of total revenue, as compared
to $3.777 billion, or 53.0% of total revenue, in 2020. The 520 basis point gross
margin increase was primarily driven by (i) more full price selling, (ii) the
impact of a change in the revenue mix between our International and North
America segments as compared to the prior year as our International segments
revenue was a larger proportion and generally carry higher gross margins, and
(iii) the favorable impact of the weaker United States dollar on our
international businesses, particularly our European businesses, that purchase
inventory in United States dollars, for which they generally enter into foreign
currency forward exchange contracts 12 months in advance of the related
inventory purchases, as the decreased local currency value of inventory results
in lower cost of goods in local currency when the goods are sold. These
improvements were partially offset by higher freight costs in 2021 than in the
prior year, including an increase of approximately $35 million in air freight to
mitigate ongoing supply chain and logistics delays.

Gross profit in 2020 was $3.777 billion, or 53.0% of total revenue, as compared
to $5.388 billion, or 54.4% of total revenue, in 2019. The 140 basis point
decrease in gross margin was primarily driven by (i) increased promotional
selling as a result of the impact of the COVID-19 pandemic on the business, (ii)
significant inventory reserves that had been recorded in the first quarter of
2020 as a result of the impact of the COVID-19 pandemic on the business, (iii)
increased promotional selling and inventory liquidation in conjunction with the
exit from our Heritage Brands Retail business and (iv) the unfavorable impact of
the stronger United States dollar on our international businesses that purchase
inventory in United States dollars, particularly our European businesses, as the
increased local currency value of inventory resulted in higher cost of goods in
local currency when the goods were sold, partially offset by (v) the impact of a
change in the revenue mix between our International and North America segments
as compared to the prior year as our International segments revenue was a larger
proportion and generally carry higher gross margins.

We currently expect that gross margin in 2022 will be relatively flat as
compared to 2021. Our expectation for 2022 includes increases primarily as a
result of (i) the impact of a change in the revenue mix between our
International and North America segments as compared to 2021, as our
International segments revenue is expected to be a larger proportion in 2022
than in 2021 and generally carry higher gross margins 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
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from our Heritage Brands businesses carried lower gross margins. These increases
are expected to be mostly offset by the higher product, freight and other
logistics costs, including ocean freight, we expect to incur in 2022 as a result
of the recent inflationary pressures and the continued supply chain and
logistics disruptions, which we expect to mitigate, to the extent possible, with
planned price increases on select product categories.

SG&A Expenses

Our SG&A expenses were as follows:



                        2021          2020          2019
(In millions)
SG&A expenses        $ 4,454       $ 3,983       $ 4,715
% of total revenue      48.7  %       55.8  %       47.6  %



SG&A expenses in 2021 were $4.454 billion, or 48.7% of total revenue, as
compared to $3.983 billion, or 55.8% of total revenue in 2020. The 710 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 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 were partially offset by (i) a reduction in 2021 of
pandemic-related government payroll subsidy programs in international
jurisdictions, as well as rent abatements negotiated with certain of our
landlords, (ii) the absence in 2021 of temporary cost savings initiatives we
implemented in April 2020 in response to the pandemic, including temporary
furloughs, and salary and incentive compensation reductions, and (iii) the
impact of the change in the revenue mix between our International and North
America segments as compared to the prior year, as our International segments
revenue was a larger proportion and generally carry higher SG&A expenses as
percentages of total revenue.

SG&A expenses in 2020 were $3.983 billion, or 55.8% of total revenue, as
compared to $4.715 billion, or 47.6% of total revenue in 2019. The 820 basis
point increase was principally attributable to (i) the deleveraging of expenses
driven by the significant decline in revenue resulting from the COVID-19
pandemic, (ii) the pre-tax noncash impairments of our store assets resulting
from the impacts of the pandemic on our business, (iii) costs incurred in
connection with the exit from our Heritage Brands Retail business, (iv)
additional accounts receivable losses recorded as a result of the pandemic, (v)
additional expenses associated with pandemic-related health and safety measures
and (vi) the impact of the change in the revenue mix between our International
and North America segments as compared to the prior year, as our International
segments revenue was a larger proportion in 2020 than in 2019, and generally
carry higher SG&A expenses as percentages of total revenue. These increases were
partially offset by (i) a reduction in expenses as a result of the temporary
cost savings initiatives we implemented in April 2020, including temporary
furloughs, salary and incentive compensation reductions, and lower discretionary
spending, (ii) pandemic-related government payroll subsidy programs primarily in
international jurisdictions, as well as rent abatements, and (iii) the absence
in 2020 of costs that were incurred in 2019 in connection with the Calvin Klein
restructuring, the Socks and Hosiery transaction and the TH U.S store closures.

We currently expect that SG&A expenses as a percentage of revenue in 2022 will
be relatively flat as compared to 2021. Our expectation for 2022 includes
decreases primarily as a result of (i) the absence in 2022 of one-time costs
recorded in 2021 associated with reductions in our workforce, primarily in
certain international markets, and to reduce our real estate footprint and (ii)
the absence in 2022 of costs incurred in 2021 in connection with the exit from
our Heritage Brands Retail business. These decreases are expected to be mostly
offset by (iii) the impact of a change in the revenue mix between our
International and North America segments as compared to 2021, as our
International segments revenue is expected to be a larger proportion in 2022
than in 2021 and generally carry higher SG&A expenses as a percentage of total
revenue and (iv) 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 SG&A expenses as a percentage of total revenue.

Goodwill and Other Intangible Asset Impairments



We recorded noncash impairment charges of $933 million during 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 then-owned ARROW and Geoffrey Beene tradenames. These 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
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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 Item 8 of this report for further discussion.

Non-Service Related Pension and Postretirement (Income) Cost



Non-service related pension and postretirement (income) was $(64) million and
$(76) million in 2021 and 2020, respectively, as compared to non-service related
pension and postretirement cost of $90 million in 2019. Non-service related
pension and postretirement (income) in 2021 and 2020 included actuarial gains on
our retirement plans of $49 million and $65 million, respectively. Non-service
related pension and postretirement cost in 2019 included an actuarial loss on
our retirement plans of $98 million.

Please see Note 12, "Retirement and Benefit Plans," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.



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 2022
will be approximately $(14) million. However, our expectation of 2022
non-service related pension and post-retirement income does not include the
impact of an actuarial gain or loss. As a result of the recent volatility in the
financial markets, there is significant uncertainty with respect to the
actuarial gain or loss we may record on our retirement plans in 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.

Debt Modification and Extinguishment Costs



We incurred costs totaling $5 million in 2019 in connection with the refinancing
of our senior credit facilities. Please see the section entitled "Liquidity and
Capital Resources" below for further discussion.

Other (Gain) Loss, Net

We recorded a gain of $(119) million in the third quarter of 2021 in connection with the Heritage Brands transaction.

We recorded a noncash net loss of $3 million in the first quarter of 2020 in connection with the Speedo transaction.

We recorded a noncash loss of $142 million in the fourth quarter of 2019 in connection with the then-pending Speedo transaction.

We recorded a noncash gain of $(113) million in the second quarter of 2019 in connection with the Australia acquisition.



Please see Note 3, "Acquisitions and Divestitures," in the Notes to Consolidated
Financial Statements included in Item 8 of this report for further discussion of
these transactions.

Equity in Net Income (Loss) of Unconsolidated Affiliates



The equity in net income (loss) of unconsolidated affiliates was $24 million of
income in 2021 as compared to a $(5) million loss in 2020 and $10 million of
income in 2019. 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 (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, (iv) our 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, (v) PVH Australia (prior to
acquiring it on May 31, 2019 through the Australia acquisition), (vi) our
investment in Gazal (prior to acquiring it on May 31, 2019 through the Australia
acquisition) and (vii) our investment in Karl
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Lagerfeld Holding B.V. ("Karl Lagerfeld") (prior to suspending the equity method
of accounting for our investment in the first quarter of 2020 and after we
resumed the equity method of accounting for our investment in the fourth quarter
of 2021). The equity in net income (loss) of unconsolidated affiliates for 2020
also included a $12 million pre-tax noncash impairment of our investment in Karl
Lagerfeld. Please see Note 5, "Investments in Unconsolidated Affiliates," in the
Notes to Consolidated Financial Statements included in Item 8 of this report for
further discussion of our investment in Karl Lagerfeld.

The equity in net income (loss) for 2021 increased 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 resulting from the impacts of the
COVID-19 pandemic on its business, as well as an increase in the income on our
other investments. The equity in net (loss) income for 2020 decreased as
compared to 2019 primarily due to (i) the $12 million pre-tax noncash impairment
of our investment in Karl Lagerfeld, and (ii) a reduction in income on our
continuing investments due to the negative impacts of the COVID-19 pandemic on
our unconsolidated affiliates' businesses, partially offset by (iii) income on
our investment in PVH Legwear in 2020.

We currently expect that our equity in net income (loss) of unconsolidated affiliates for 2022 will be relatively in line with 2021.

Interest Expense, Net



Interest expense, net decreased to $104 million in 2021 from $121 million in
2020 primarily due to (i) the impact of $1.030 billion of voluntary long-term
debt repayments made during 2021, (ii) a decrease in interest rates as compared
to 2020 and (iii) the absence in 2021 of a $5 million expense recorded in 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 (iv) the full year
impact in 2021 of the issuances 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.

Interest expense, net increased to $121 million in 2020 from $115 million in
2019 primarily due to (i) the issuance of senior unsecured notes in April 2020
and July 2020, partially offset by (ii) lower interest rates on our senior
unsecured credit facilities as compared to 2019. Also included in interest
expense, net in 2020 and 2019 were expenses of $5 million and $9 million,
respectively, resulting from the remeasurement of a mandatorily redeemable
non-controlling interest that was recognized in connection with the Australia
acquisition.

Please see the section entitled "Financing Arrangements" within "Liquidity and Capital Resources" below for further discussion.

Interest expense, net in 2022 is currently expected to be approximately $90 million compared to $104 million in 2021 primarily due to the full year impact in 2022 of long-term debt repayments made during 2021.

Income Taxes

Income tax expense (benefit) was as follows:



                                              2021        2020       2019
(Dollars in millions)
Income tax expense (benefit)                 $ 21       $ (56)      $ 29

Income tax as a % of pre-tax income (loss) 2.1 % 4.7 % 6.5 %





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, when
coupled with special rates levied on income from certain of our jurisdictional
activities, are lower than the United States statutory income tax rate. We
benefitted from these special rates until the end of 2021.

Our effective income tax rate for 2021 was lower than the United States
statutory income tax rate primarily due to (i) a $106 million benefit resulting
from a tax accounting method change made in conjunction with our 2020 United
States federal income tax return that provides additional tax benefits to the
foreign components of our federal income tax provision, which resulted in a
decrease to our effective income tax rate of 10.9%, (ii) the favorable impact on
certain liabilities for uncertain tax positions resulting from the expiration of
applicable statutes of limitation, which resulted in a decrease to our effective
income
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tax rate of 9.7%, (iii) a $32 million benefit related to the remeasurement of
certain net deferred tax assets in connection with the expiration of the special
tax rates at the end of 2021, which resulted in a decrease to our effective
income tax rate of 3.3%, and (iv) the benefit of overall lower tax rates in
certain international jurisdictions where we file tax returns, partially offset
by (v) the tax on foreign earnings in excess of a deemed return on tangible
assets of foreign corporations (known as "GILTI").

The effective income tax rate for 2021 was 2.1% compared to 4.7% in 2020. The
effective income tax rate for 2021 reflected a $21 million income tax expense
recorded on $973 million of pre-tax income. The effective income tax rate for
2020 reflected a $(56) million income tax benefit recorded on $(1.193) billion
of pre-tax losses. The 2021 effective income tax rate was lower than the
effective income tax rate for 2020 primarily due to (i) the $106 million benefit
resulting from a tax accounting method change made in conjunction with our 2020
United States federal income tax return that provides additional tax benefits to
the foreign components of our federal income tax provision, (ii) the favorable
impact on certain liabilities for uncertain tax positions resulting from the
expiration of applicable statutes of limitation, and (iii) the $32 million
benefit related to the remeasurement of certain net deferred tax assets in
connection with the expiration of the special tax rates at the end of 2021,
partially offset by (iv) the absence of the impact of the $879 million of
pre-tax goodwill impairment charges recorded in 2020, which were mostly
non-deductible in the prior year, and (v) the absence of a $33 million expense
recorded in 2020 related to the remeasurement of certain of our net deferred tax
liabilities in connection with the legislation enacted in the Netherlands known
as the "2021 Dutch Tax Plan", which became effective on January 1, 2021. The
variance between the 2021 and 2020 effective income tax rates is also affected
by the substantial change in our pre-tax income (loss). As a result, the effect
that discrete tax amounts have on the effective income tax rate in each year is
not comparable.

Our effective income tax benefit rate for 2020 was lower than the United States
statutory income tax rate primarily due to (i) the unfavorable impact of the
$879 million of pre-tax goodwill impairment charges, which were mostly
non-deductible, and resulted in a 13.3% decrease to our effective income tax
rate, (ii) the tax effects of GILTI, (iii) the mix of foreign and domestic
pre-tax results and (iv) the $33 million expense related to the remeasurement of
certain of our net deferred tax liabilities in connection with the enactment of
the 2021 Dutch Tax Plan, which resulted in a decrease to our effective income
tax rate of 2.8%, partially offset by (v) the favorable impact on certain
liabilities for uncertain tax positions resulting from the expiration of
applicable statutes of limitation, which resulted in an increase to our
effective income tax rate of 2.1%.

The effective income tax rate for 2020 was 4.7% compared to 6.5% in 2019. The
effective income tax rate for 2020 reflected a $(56) million income tax benefit
recorded on $(1.193) billion of pre-tax losses. The effective income tax rate
for 2019 reflected a $29 million income tax expense recorded on $444 million of
pre-tax income. The 2020 effective income tax rate was lower than the effective
income tax rate for 2019 primarily due to (i) the impact of the $879 million of
pre-tax goodwill impairment charges, which were mostly non-deductible, and (ii)
a reduction in certain discrete items, including the favorable impact on certain
liabilities for uncertain tax positions resulting from the expiration of
applicable statutes of limitation and the settlement of a multi-year audit from
an international jurisdiction in 2019. The variance between the 2020 and 2019
effective income tax rates is also affected by the substantial change in our
pre-tax (loss) income. As a result, the effect that discrete tax amounts have on
the effective income tax rate in each year is not comparable.

Our effective income tax rate for 2019 was lower than the United States
statutory income tax rate primarily due to (i) the favorable impact on certain
liabilities for uncertain tax positions resulting from the expiration of
applicable statutes of limitation and the settlement of a multi-year audit from
an international jurisdiction, which together resulted in a benefit to our
effective income tax rate of 11.8%, and (ii) the favorable impact of a tax
exemption on the noncash gain recorded to write-up our existing equity
investments in Gazal and PVH Australia to fair value in connection with the
Australia acquisition, which resulted in a 5.4% benefit to our effective income
tax rate.

We currently expect that our effective income tax rate in 2022 will be in a
range of 29% to 30%. Our expectation that our effective income tax rate in 2022
will be higher than the United States statutory income tax rate is principally
due to (i) the tax effects of GILTI and (ii) the mix of foreign and domestic
pre-tax results.

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. Please see Note 9, "Income Taxes," in the Notes to Consolidated
Financial Statements included in Item 8 of this report for further discussion.

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The United States government enacted the Coronavirus Aid, Relief, and Economic
Security Act (the "CARES Act") on March 27, 2020, which includes various income
tax provisions aimed at providing economic relief. There was a slight favorable
cash flow impact in 2020 as a result of the deferral of income tax payments
under the CARES Act. We also considered the significant adverse impact of the
pandemic on our business in assessing the realizability of our deferred tax
assets. Based on this assessment, we determined that no additional valuation
allowances were needed against our deferred tax assets.

Redeemable Non-Controlling Interest



We formed a joint venture in Ethiopia with Arvind Limited ("Arvind") named PVH
Manufacturing Private Limited Company ("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 Arvind's 25% interest accounted for as a redeemable
non-controlling interest ("RNCI"). We consolidated the results of PVH Ethiopia
in our consolidated financial statements. We, together with Arvind, amended,
effective May 31, 2021, the capital structure of PVH Ethiopia and we solely
managed and effectively owned all economic interests in the joint venture. We
closed the manufacturing facility in the fourth quarter of 2021. The closure did
not have a material impact on our consolidated financial statements.

The net loss attributable to the redeemable non-controlling interest in PVH
Ethiopia was immaterial in 2021, 2020 and 2019. As a result of the amendments to
the capital structure of PVH Ethiopia, we no longer attribute any net income or
loss in PVH Ethiopia to an RNCI. Please see Note 6, "Redeemable Non-Controlling
Interest," in the Notes to Consolidated Financial Statements included in Item 8
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 improve 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 over $1.0 billion of
voluntary long-term debt repayments during 2021, exceeding the incremental
amount we borrowed during 2020.

We had also obtained a waiver in June 2020 of certain covenants under our senior
unsecured credit facilities (referred to as the "June 2020 Amendment"). During
the relief period (as defined below in the section entitled "2019 Senior
Unsecured Credit Facilities"), the applicable margin for these facilities was
increased 0.25% and we were not permitted to declare or pay dividends on our
common stock or make share repurchases under our stock repurchase program, among
other things. However, effective June 10, 2021, we terminated early this relief
period and we were permitted to resume share repurchases and payment of
dividends on our common stock at the discretion of the Board of Directors (as
discussed below in the section entitled "2019 Senior Unsecured Credit
Facilities"). We resumed share repurchases and reinstated dividends on our
common stock during the third quarter of 2021. Please see the sections entitled
"Acquisition of Treasury Shares" and "Dividends" below for further discussion.

We ended 2021 with $1.2 billion of cash on hand and approximately $1.5 billion of borrowing capacity available under our various debt facilities.


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Cash Flow Summary and Trends



Cash and cash equivalents at January 30, 2022 was $1.242 billion, a decrease of
$409 million from the $1.651 billion at January 31, 2021. The change in cash and
cash equivalents included the impact of (i) $1.030 billion of voluntary
long-term debt repayments, (ii) $344 million of completed common stock
repurchases under the stock repurchase program and (iii) $216 million of net
proceeds in connection with the closing of the Heritage Brands transaction.

Cash flow in 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 $35 million, subject to exchange rate
fluctuations, and (ii) expected common stock repurchases under the stock
repurchase program of approximately $223 million, the remaining amount
authorized under the program. There continues to be uncertainty with respect to
the impacts of the COVID-19 pandemic and supply chain and logistics disruptions.
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.

As of January 30, 2022, $755 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 provided by operating activities was $1.071 billion in 2021 compared to
$698 million in 2020. The increase in cash provided by operating activities as
compared to 2020 was primarily driven by a significant increase in net income
(loss) as adjusted for noncash charges, partially offset by changes in our
working capital, including (i) an increase in trade receivables, primarily
driven by a significant increase in our wholesale revenue, (ii) an increase in
inventories during the current period due to the planned increase in revenue in
the first quarter of 2022, and (iii) a decrease in accounts payable, primarily
due to the temporary extension of vendor payment terms for the majority of the
prior year period. Our cash flows from operations in 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. During 2020, we were particularly focused on tightly
managing inventories, which 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. 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 $475 million of our payment obligations that were outstanding as
of January 30, 2022 to financial institutions and approximately $1.7 billion had
been settled through the program during 2021.

Capital Expenditures



Our capital expenditures in 2021 were $268 million compared to $227 million in
2020. We limited capital expenditures in 2020 to certain minimum required
expenditures in our retail stores and expenditures for projects then in
progress, primarily related to (i) investments to support the multi-year upgrade
of our platforms and systems worldwide and (ii)
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enhancements to our warehouse and distribution network. The capital expenditures
in 2021 primarily related to continued investments for these projects in
progress and investments in store renovations. We currently expect that capital
expenditures for 2022 will increase to approximately $400 million 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.

Investments in Unconsolidated Affiliates



We own a 49% economic interest in PVH Legwear. We received a dividend of $2
million from PVH Legwear during 2021 and made payments of $2 million and $28
million to PVH Legwear during 2020 and 2019, respectively, to contribute our
share of the joint venture funding.

We, along with Grupo Axo, S.A.P.I. de C.V., formed a joint venture ("PVH Mexico") in 2016, in which we own a 49% economic interest. We received dividends of $17 million and $7 million from PVH Mexico during 2021 and 2019, respectively.



We held an approximately 22% ownership interest in Gazal and a 50% ownership
interest in PVH Australia prior to May 31, 2019. These investments were
accounted for under the equity method of accounting until the closing of the
Australia acquisition on May 31, 2019, on which date we derecognized our equity
investments in Gazal and PVH Australia and began to consolidate the operations
of Gazal and PVH Australia into our financial statements. We received aggregate
dividends of $6 million from Gazal and PVH Australia during 2019.

Payments made to contribute our share of the joint ventures funding are included
in our net cash used by investing activities in our Consolidated Statements of
Cash Flows for the respective period. Dividends received from our investments in
unconsolidated affiliates are included in our net cash provided by operating
activities in our Consolidated Statements of Cash Flows for the respective
period.

Heritage Brands Transaction



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, to ABG and other parties on August
2, 2021 for net proceeds of $216 million, of which $223 million of gross
proceeds were presented as investing cash flows and $7 million of transaction
costs were presented as operating cash flows in the Consolidated Statement of
Cash Flows for 2021. Please see Note 3, "Acquisitions and Divestitures," in the
Notes to Consolidated Financial Statements included in Item 8 of this report for
further discussion.

Speedo Transaction

We completed the sale of our Speedo North America business to Pentland on April
6, 2020 for net proceeds of $169 million. Please see Note 3, "Acquisitions and
Divestitures," in the Notes to Consolidated Financial Statements included in
Item 8 of this report for further discussion.

TH CSAP Acquisition

We completed the acquisition of the Tommy Hilfiger retail business in Central and Southeast Asia on July 1, 2019 for $74 million. Please see Note 3, "Acquisitions and Divestitures," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

Australia Acquisition



We completed the Australia acquisition on May 31, 2019. This transaction
resulted in a net cash payment of $59 million, including (i) a payment of $118
million, net of cash acquired of $7 million, as cash consideration for the
acquisition and (ii) proceeds of $59 million from the divestiture to a third
party of an office building and warehouse owned by Gazal. Please see Note 3,
"Acquisitions and Divestitures," in the Notes to Consolidated Financial
Statements included in Item 8 of this report for further discussion.

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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 applicable measurement year, and the multiple varied depending on
the level of EBITDA compared to a target.

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. We presented these
payments within the Consolidated Statements of Cash Flows as follows: (i) $13
million and $15 million as financing cash flows in 2020 and 2021, respectively,
which represented the initial fair values of the liabilities for the tranche 1
and tranche 2 shares, respectively, recognized on the acquisition date, and (ii)
$5 million and $9 million as operating cash flows in 2020 and 2021,
respectively, for the tranche 1 and tranche 2 shares, respectively, attributable
to interest. Please see Note 3, "Acquisitions and Divestitures," in the Notes to
Consolidated Financial Statements included in Item 8 of this report for further
discussion.

Dividends

Cash dividends paid on our common stock totaled $3 million, $3 million and $11 million in 2021, 2020 and 2019, respectively.



We suspended our dividends following the $3 million payment of a $0.0375 per
share dividend on our common stock 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 were not permitted to declare or pay dividends during
the relief period. However, effective June 10, 2021, the relief period 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 the section
entitled "2019 Senior Unsecured Credit Facilities" below for further discussion.
We paid a $0.0375 per share dividend on our common stock in the fourth quarter
of 2021.

We currently project that cash dividends 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 January 30, 2022, our estimate of
stock to be issued during 2022 under our stock incentive plans and our estimate
of stock repurchases during 2022.

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. 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, 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. 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 were permitted to resume share repurchases
at management's discretion. Please see the section entitled "2019 Senior
Unsecured Credit Facilities" below for further discussion.

During 2021, 2020 and 2019, we purchased approximately 3.3 million shares, 1.4
million shares and 3.4 million shares, respectively, of our common stock under
the program in open market transactions for $350 million, $111 million and $325
million, respectively. Purchases of $6 million were accrued for in the
Consolidated Balance Sheet as of January 30, 2022. Purchases of $500,000 that
were accrued for in the Consolidated Balance Sheet as of February 2, 2020 were
paid in the first quarter of 2020. As of January 30, 2022, the repurchased
shares were held as treasury stock and $223 million of the authorization
remained available for future share repurchases. In 2022, we expect to
repurchase the remaining amount authorized under the program.

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

Financing Arrangements

Our capital structure was as follows:



(In millions)                        1/30/22       1/31/21
Short-term borrowings               $     11      $      -
Current portion of long-term debt         35            41
Finance lease obligations                  9            13
Long-term debt                         2,318         3,514
Stockholders' equity                   5,289         4,730


In addition, we had $1.242 billion and $1.651 billion of cash and cash equivalents as of January 30, 2022 and January 31, 2021, respectively.

Short-Term Borrowings



We have the ability to draw revolving borrowings under the senior unsecured
credit facilities discussed below in the section entitled "2019 Senior Unsecured
Credit Facilities." We had no borrowings outstanding under these facilities as
of January 30, 2022 and January 31, 2021.

We also have the ability to draw revolving borrowings under our 364-day unsecured revolving credit facility discussed below in the section entitled "2021 Unsecured Revolving Credit Facility." We had no borrowings outstanding under this facility during 2021.



Additionally, we have the ability to borrow under short-term lines of credit,
overdraft facilities and short-term revolving credit facilities denominated in
various foreign currencies. These facilities provided for borrowings of up to
$207 million based on exchange rates in effect on January 30, 2022 and are
utilized primarily to fund working capital needs. We had $11 million outstanding
under these facilities as of January 30, 2022 and no borrowings outstanding
under these facilities as of January 31, 2021. The weighted average interest
rate on funds borrowed as of January 30, 2022 was 0.17%. The maximum amount of
borrowings outstanding under these facilities during 2021 was $41 million.

Commercial Paper

We have the ability to issue, from time to time, unsecured commercial paper notes with maturities that vary but do not exceed 397 days from the date of issuance primarily to fund working capital needs. We had no borrowings outstanding under the commercial paper note program during 2021. We had no borrowings outstanding under the commercial paper note program as of January 31, 2021.



The commercial paper note program allows for borrowings of up to $675 million to
the extent that we have borrowing capacity under the United States
dollar-denominated revolving credit facility included in the 2019 facilities (as
defined below). Accordingly, the combined aggregate amount of (i) borrowings
outstanding under the commercial paper note program and (ii) the revolving
borrowings outstanding under the United States dollar-denominated revolving
credit facility at any one time cannot exceed $675 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 (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 $800,000
and $2 million of debt issuance costs in connection with the 2021 facility and
2020 facility, respectively. We had no borrowings outstanding under these
facilities during 2021 and 2020.

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Currently, our obligations under the 2021 facility are unsecured and are not
guaranteed by any of our subsidiaries. However, within 120 days after the
occurrence of a specified credit ratings decrease (as set forth in the 2021
facility), (i) we must cause each of our wholly owned United States subsidiaries
(subject to certain customary exceptions) to become a guarantor under the 2021
facility 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).

The outstanding borrowings under the 2021 facility are prepayable at any time
without penalty (other than customary breakage costs). The borrowings under the
2021 facility bear interest at a rate equal to an applicable margin plus, as
determined at our option, either (a) a base rate determined by reference to the
greater of (i) the prime rate, (ii) the United States federal funds effective
rate plus 1/2 of 1.00% and (iii) a one-month reserve adjusted Eurocurrency rate
plus 1.00% or (b) an adjusted Eurocurrency rate, calculated in a manner set
forth in the 2021 facility.

The current applicable margin with respect to the borrowings as of January 30,
2022 was 1.375% for adjusted Eurocurrency rate loans and 0.375% for base rate
loans. 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
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 requires us to comply with affirmative, negative and financial
covenants, including a minimum interest coverage ratio and maximum net leverage
ratio, which are subject to change in the event that, and in the same manner as,
the minimum interest coverage ratio and maximum net leverage ratio covenants
under the 2019 facilities are amended.

Finance Lease Obligations

Our cash payments for finance lease obligations totaled $5 million in each of 2021, 2020 and 2019.

2016 Senior Secured Credit Facilities



On May 19, 2016, we entered into an amendment to our senior secured credit
facilities (as amended, the "2016 facilities"). We replaced the 2016 facilities
with new senior unsecured credit facilities on April 29, 2019 as discussed in
the section entitled "2019 Senior Unsecured Credit Facilities" below. The 2016
facilities, as of the date they were replaced, consisted of a $2.347 billion
United States dollar-denominated Term Loan A facility and senior secured
revolving credit facilities consisting of (i) a $475 million United States
dollar-denominated revolving credit facility, (ii) a $25 million United States
dollar-denominated revolving credit facility available in United States dollars
and Canadian dollars and (iii) a €186 million euro-denominated revolving credit
facility available in euro, British pound sterling, Japanese yen and Swiss
francs.

2019 Senior Unsecured Credit Facilities

We refinanced the 2016 facilities on April 29, 2019 (the "Closing Date") by entering into senior unsecured credit facilities (as amended, the "2019 facilities"), the proceeds of which, along with cash on hand, were used to repay all of the outstanding borrowings under the 2016 facilities, as well as the related debt issuance costs.



The 2019 facilities 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,
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 are due on April 29,
2024. In connection with the refinancing in 2019 of our 2016 facilities, we paid
debt issuance costs of $10 million (of which $3 million was expensed as debt
modification costs and $7 million is being amortized over the term of the 2019
facilities) and recorded debt extinguishment costs of $2 million to write off
previously capitalized debt issuance costs.

Each of the senior unsecured revolving credit facilities, except for the $50
million United States dollar-denominated revolving credit facility available in
United States dollars or Hong Kong dollars, also include amounts available for
letters of credit and have a portion available for the making of swingline
loans. The issuance of such letters of credit and the making of any swingline
loan reduces the amount available under the applicable revolving credit
facility. So long as certain conditions are satisfied, we may add one or more
senior unsecured term loan facilities or increase the commitments under the
senior unsecured
                                       50
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revolving credit facilities by an aggregate amount not to exceed $1.5 billion.
The lenders under the 2019 facilities are not required to provide commitments
with respect to such additional facilities or increased commitments.

We had loans outstanding of $513 million, 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 $13
million of outstanding letters of credit under the senior unsecured revolving
credit facilities as of January 30, 2022.

The terms of the TLA facilities require us to make quarterly repayments of
amounts outstanding, which commenced with the calendar quarter ended September
30, 2019. Such required repayment amounts equal 2.50% per annum of the principal
amount outstanding on the Closing Date for the first eight calendar quarters
following the Closing Date, 5.00% per annum of the principal amount outstanding
on the Closing Date for the four calendar quarters thereafter and 7.50% per
annum of the principal amount outstanding on the Closing Date for the remaining
calendar quarters, in each case paid in equal installments and in each case
subject to certain customary adjustments, with the balance due on the maturity
date of the TLA facilities. The outstanding borrowings under the 2019 facilities
are prepayable at any time without penalty (other than customary breakage
costs). Any voluntary repayments we make would reduce the future required
repayment amounts.

We made payments of $1.051 billion on our term loans under the 2019 facilities
during 2021, which included the repayment of the outstanding principal balance
under our United States dollar-denominated Term Loan A facility. We made
payments of $14 million on our term loans under the 2019 facilities during 2020.
We made payments of $71 million on our term loans under the 2019 facilities and
repaid the 2016 facilities in connection with the refinancing of the senior
credit facilities during 2019.

The United States dollar-denominated borrowings under the 2019 facilities bear
interest at a rate equal to an applicable margin plus, as determined at our
option, either (a) a base rate determined by reference to the greater of (i) the
prime rate, (ii) the United States federal funds effective rate plus 1/2 of
1.00% and (iii) a one-month reserve adjusted Eurocurrency rate plus 1.00% or (b)
an adjusted Eurocurrency rate, calculated in a manner set forth in the 2019
facilities.

The Canadian dollar-denominated borrowings under the 2019 facilities bear
interest at a rate equal to an applicable margin plus, as determined at our
option, either (a) a Canadian prime rate determined by reference to the greater
of (i) the rate of interest per annum that Royal Bank of Canada establishes as
the reference rate of interest in order to determine interest rates for loans in
Canadian dollars to its Canadian borrowers and (ii) the average of the rates per
annum for Canadian dollar bankers' acceptances having a term of one month or (b)
an adjusted Eurocurrency rate, calculated in a manner set forth in the 2019
facilities.

Borrowings available in Hong Kong dollars under the 2019 facilities bear interest at a rate equal to an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner set forth in the 2019 facilities.



The borrowings under the 2019 facilities in currencies other than United States
dollars, Canadian dollars or Hong Kong dollars bear interest at a rate equal to
an applicable margin plus an adjusted Eurocurrency rate, calculated in a manner
set forth in the 2019 facilities.

The current applicable margin with respect to the TLA facilities and each
revolving credit facility as of January 30, 2022 was 1.375% for adjusted
Eurocurrency rate loans and 0.375% for base rate or Canadian prime rate loans.
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, or (ii) after the date of
delivery of notice of a change in our public debt rating by Standard & Poor's or
Moody's.

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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 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 2021, 2020 and 2019:

(In millions)


                                                                                        Notional Amount
                                                               Initial 

Notional Outstanding as of


   Designation Date               Commencement Date                 Amount             January 30, 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
       June 2017                    February 2018                         306                       -                1.566%                 February 2020


(1) We terminated early the interest rate swap agreements due to expire in February 2022 and February 2023 in connection with the repayment of the outstanding principal balance under our USD TLA facility. Please see Note 10, "Derivative Financial Instruments," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.



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 was delivered for the second quarter of 2021 (the "relief
period") unless we elected earlier to terminate the relief period and satisfied
the conditions for doing so (the "June 2020 Amendment"). The June 2020 Amendment
provided 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 required 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 provided that during the relief period the applicable margin would be
increased 0.25%. In addition, under the June 2020 Amendment, in the event there
was 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 would have been required to 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
would have been required to grant liens in favor of the collateral agent on
substantially all of our respective assets (subject to customary exceptions). We
terminated early, effective June 10, 2021, this temporary relief period and, as
a result, the various provisions in the June 2020 Amendment described above were
no longer in effect. Following the termination of the relief period, we were
required to maintain a minimum interest coverage ratio and a maximum net
leverage ratio, calculated in the manner set forth in the terms of the 2019
facilities. As of January 30, 2022, we were in compliance with all applicable
financial and non-financial covenants under these 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, of which €175 million principal amount was issued on April 24,
2020. Interest on the notes is payable in euros. 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 issued on July 10, 2020, $500 million principal amount of 4 5/8% senior notes
due July 10, 2025. The interest rate payable on the notes is subject to
adjustment if either Standard & Poor's or Moody's, or any substitute rating
agency, as defined in the indenture governing the notes, downgrades the credit
rating assigned to the notes. We paid $6 million of fees in connection with the
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. Interest on the notes is payable in euros. 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 January 30, 2022, we were in compliance with
all applicable financial and non-financial covenants under our financing
arrangements.

As of January 30, 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 8, "Debt," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of our debt.


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Additional Cash Requirements



The following table summarizes current and long-term cash requirements as of
January 30, 2022, which we expect to fund primarily with cash generated from
operating cash flows and continued access to financial and credit markets:

                                                                                       Cash Requirements
Description                                           Total             2022            2023-2024           2025-2026           Thereafter
(In millions)
Long-term debt(1)                                   $ 2,368          $   

35 $ 1,165 $ 500 $ 668 Interest payments on long-term debt

                     290               81                 135                  53                   21
Short-term borrowings                                    11               

11


Operating and finance leases(2)                       1,814              428                 591                 351                  444
Inventory purchase commitments(3)                     1,072            

1,072


Non-qualified supplemental defined benefit
plans(4)                                                 42               37                   1                   1                    3
Other cash requirements(5)                              101               57                  37                   7
Total                                               $ 5,698          $ 1,721          $    1,929          $      912          $     1,136


______________________

(1)At January 30, 2022, the outstanding principal balance under our senior
unsecured Term Loan A facilities was $515 million, which requires mandatory
payments through April 29, 2024 (according to the mandatory repayment
schedules). We also had outstanding $100 million of 7 3/4% debentures due
November 15, 2023, $585 million of 3 5/8% senior unsecured euro notes due July
15, 2024, $500 million of 4 5/8% senior unsecured notes due July 10, 2025 and
$668 million of 3 1/8% senior unsecured euro notes due December 15, 2027.

(2)We lease Company-operated free-standing retail store locations, warehouses,
distribution centers, showrooms, office space, and certain equipment and other
assets. Please see Note 16, "Leases," in the Notes to Consolidated Financial
Statements included in Item 8 of this report for further information.

(3)Represents contractual commitments that are enforceable and legally binding
for goods on order and not received or paid for as of January 30, 2022.
Inventory purchase commitments also include fabric commitments with our
suppliers, which secure a portion of our material needs for future seasons.
Substantially all of these goods are expected to be received and the related
payments are expected to be made in 2022. This amount does not include foreign
currency forward exchange contracts that we have entered into to manage our
exposure to exchange rate changes with respect to certain of these purchases.
Please see Note 10, "Derivative Financial Instruments," in the Notes to
Consolidated Financial Statements included in Item 8 of this report for further
information.

(4)Represents cash requirements primarily related to benefit payments under our
unfunded non-qualified supplemental defined benefit pension plan for certain
employees resident in the United States hired prior to January 1, 2022, who meet
certain age and service requirements that provides benefits for compensation in
excess of Internal Revenue Service earnings limits and requires payments to
vested employees upon, or shortly after, employment termination or retirement.
Payments expected to be made within the next 12 months include $36 million of
payments to certain vested senior executives who retired or terminated their
employment in 2021 or who in 2021 announced their retirement or termination of
their employment in 2022. Please see Note 12, "Retirement and Benefit Plans," in
the Notes to Consolidated Financial Statements included in Item 8 of this report
for further information on our supplemental defined benefit pension plans.

(5)Represents cash requirements primarily related to (i) information-technology service agreements, (ii) minimum contractual royalty payments under several license agreements we have with third parties, and (iii) advertising and sponsorship agreements.




Not included in the above table are contributions to our qualified defined
benefit pension plans, or payments beyond the next 12 months to certain
employees and retirees in connection with our unfunded supplemental executive
retirement plans, or payments in connection with our unfunded postretirement
health care and life insurance benefits plans. These cash requirements cannot be
determined due to the number of assumptions required to estimate our future
benefit obligations, including return on assets, discount rate and future
compensation increases. The liabilities associated with these plans are
presented in Note 12, "Retirement and Benefit Plans," in the Notes to
Consolidated Financial Statements included in Item 8 of this report. Currently,
we do not expect to make any material contributions to our pension plans in
2022. Our actual
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contributions may differ from our planned contributions due to many factors, including changes in tax and other benefit laws, or significant differences between expected and actual pension asset performance or interest rates.



Not included in the above table are $139 million of net potential cash
obligations associated with uncertain tax positions due to the uncertainty
regarding the future cash outflows associated with such obligations. Please see
Note 9, "Income Taxes," in the Notes to Consolidated Financial Statements
included in Item 8 of this report for further information related to uncertain
tax positions.

Not included in the above table are $46 million of asset retirement obligations
related to our obligation to dismantle or remove leasehold improvements from
leased office, retail store or warehouse locations at the end of a lease term in
order to restore a facility to a condition specified in the lease agreement due
to the uncertainty of timing of future cash outflows associated with such
obligations. Please see Note 22, "Other Comments," in the Notes to Consolidated
Financial Statements included in Item 8 of this report for further information
related to asset retirement obligations.

MARKET RISK



Financial instruments held by us as of January 30, 2022 include cash and cash
equivalents, short-term borrowings, long-term debt and foreign currency forward
exchange contracts. Note 11, "Fair Value Measurements," in the Notes to
Consolidated Financial Statements included in Item 8 of this report outlines the
fair value of our financial instruments as of January 30, 2022. Cash and cash
equivalents held by us are affected by short-term interest rates, which are
currently low. The potential for a significant decrease in short-term interest
rates is low due to the currently low rates of return we are receiving on our
cash and cash equivalents and, therefore, a further decrease would not have a
material impact on our interest income. However, there is potential for a more
significant increase in short-term interest rates, which could have a more
material impact on our interest income. Given our balance of cash and cash
equivalents at January 30, 2022, the effect of a 10 basis point change in
short-term interest rates on our interest income would be approximately $1.2
million annually. Borrowings under the 2019 facilities and 2021 facility bear
interest at a rate equal to an applicable margin plus a variable rate. As such,
the 2019 facilities and 2021 facility expose us to market risk for changes in
interest rates. We consider the debt outstanding under these facilities and
enter into interest rate swap agreements for the intended purpose of reducing
our exposure to interest rate volatility. No interest rate swap agreements were
outstanding as of January 30, 2022. As of January 30, 2022, approximately 80% of
our long-term debt was at a fixed interest rate, with the remaining
(euro-denominated) balance at a variable interest rate. Interest on the
euro-denominated debt is subject to change based on fluctuations in the
three-month Euro Interbank Offered Rate, which is currently negative. As such, a
change in interest rates would have no impact on our variable interest expense.
Please see "Liquidity and Capital Resources" above for further discussion of our
credit facilities and interest rate swap agreements.

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. Over 60% of our $9.2 billion of
revenue in 2021 and $7.1 billion of revenue in 2020, and over 50% of our $9.9
billion of revenue in 2019 was generated outside of the United States. Changes
in exchange rates between the United States dollar and other currencies can
impact our financial results in two ways: a translational impact and a
transactional impact.

The translational impact refers to the impact that changes in exchange rates can
have on our results of operations and financial position. The functional
currencies of our foreign subsidiaries are generally the applicable local
currencies. Our consolidated financial statements are presented in United States
dollars. The results of operations in local foreign currencies are translated
into United States dollars using an average exchange rate over the
representative period and the assets and liabilities in local foreign currencies
are translated into United States dollars using the closing exchange rate at the
balance sheet date. Foreign exchange differences that arise from the translation
of our foreign subsidiaries' assets and liabilities into United States dollars
are recorded as foreign currency translation adjustments in other comprehensive
(loss) income. Accordingly, our results of operations and other comprehensive
(loss) income will be unfavorably impacted during times of a strengthening
United States dollar, particularly against the euro, the Brazilian real, the
Japanese yen, the Korean won, the British pound sterling, the Australian dollar,
the Canadian dollar and the Chinese yuan renminbi, and favorably impacted during
times of a weakening United States dollar against those currencies.

Our 2021 revenue and net income increased by approximately $140 million and $25
million, respectively, as compared to 2020 due to the impact of foreign currency
translation. We currently expect our 2022 revenue and net income to decrease by
approximately $355 million and $50 million, respectively, due to the impact of
foreign currency translation.

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In 2021, we recognized unfavorable foreign currency translation adjustments of
$268 million within other comprehensive (loss) income principally driven by a
strengthening of the United States dollar against the euro of 8% since
January 31, 2021. Our foreign currency translation adjustments recorded in other
comprehensive (loss) income are significantly impacted by the substantial amount
of goodwill and other intangible assets denominated in the euro, which
represented 37% of our $6.1 billion total goodwill and other intangible assets
as of January 30, 2022. This translational impact was partially mitigated by the
change in the fair value of our net investment hedges discussed below.

A transactional impact on financial results is common for apparel companies
operating outside the United States that purchase goods in United States
dollars, as is the case with most of our foreign operations. 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 also have exposure to changes in foreign
currency exchange rates related to certain intercompany transactions and SG&A
expenses. We currently use and plan to continue to use foreign currency forward
exchange contracts or other derivative instruments to mitigate the cash flow or
market value risks associated with these inventory and intercompany
transactions, but we are unable to entirely eliminate these risks. The foreign
currency forward exchange contracts cover at least 70% of the projected
inventory purchases in United States dollars by our foreign subsidiaries.

Our 2021 net income increased by approximately $30 million as compared to 2020
due to the transactional impact of foreign currency. We currently expect our
2022 net income to decrease by approximately $10 million due to the
transactional impact of foreign currency.

Given our foreign currency forward exchange contracts outstanding at January 30,
2022, the effect of a 10% change in foreign currency exchange rates against the
United States dollar would result in a change in the fair value of these
contracts of approximately $115 million. Any change in the fair value of these
contracts would be substantially offset by a change in the fair value of the
underlying hedged items.

In order to mitigate a portion of our exposure to changes in foreign currency
exchange rates related to the value of our investments in foreign subsidiaries
denominated in the euro, we designated the carrying amount of our €1.125 billion
aggregate principal amount of senior notes issued by PVH Corp., a U.S.-based
entity, as net investment hedges of our investments in certain of our foreign
subsidiaries that use the euro as their functional currency. The effect of a 10%
change in the euro against the United States dollar would result in a change in
the fair value of the net investment hedges of approximately $125 million. Any
change in the fair value of the net investment hedges would be more than offset
by a change in the value of our investments in certain of our European
subsidiaries. Additionally, during times of a strengthening United States dollar
against the euro, we would be required to use a lower amount of our cash flows
from operations to pay interest and make long-term debt repayments on our
euro-denominated senior notes, whereas during times of a weakening United States
dollar against the euro, we would be required to use a greater amount of our
cash flows from operations to pay interest and make long-term debt repayments on
these notes.

Included in the calculations of expense and liabilities for our pension plans
are various assumptions, including return on assets, discount rates, mortality
rates and future compensation increases. Actual results could differ from these
assumptions, which would require adjustments to our balance sheet and could
result in volatility in our future pension expense. Holding all other
assumptions constant, a 1% change in the assumed rate of return on assets would
result in a change to 2022 net benefit cost related to the pension plans of
approximately $7 million. Likewise, a 0.25% change in the assumed discount rate
would result in a change to 2022 net benefit cost of approximately $37 million.

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 has 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.

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RECENT ACCOUNTING PRONOUNCEMENTS

Please see Note 1, "Summary of Significant Accounting Policies," in the Notes to Consolidated Financial Statements included in Item 8 of this report for a discussion of recently issued and adopted accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Our consolidated financial statements are based on the selection and application
of significant accounting policies, which require management to make significant
estimates and assumptions. Our significant accounting policies are outlined in
Note 1, "Summary of Significant Accounting Policies," in the Notes to
Consolidated Financial Statements included in Item 8 of this report. We believe
that the following are the more critical judgmental areas in the application of
our accounting policies that currently affect our financial position and results
of operations:

Sales allowances and returns-We have arrangements with many of our department
and specialty store customers to support their sales of our products. We
establish accruals we believe will be required to satisfy our sales allowance
obligations based on a review of the individual customer arrangements, which may
be a predetermined percentage of sales in certain cases or may be based on the
expected performance of our products in their stores. We also establish
accruals, which are based on historical experience, an evaluation of current
sales trends and market conditions, and authorized amounts, that we believe are
necessary to provide for sales allowances and inventory returns. It is possible
that the accrual estimates could vary from actual results, which would require
adjustment to the allowance and returns accruals.

Inventories-Inventories are comprised principally of finished goods and are
stated at the lower of cost or net realizable value, except for certain retail
inventories in North America that are stated at the lower of cost or market
using the retail inventory method. Cost for substantially all wholesale
inventories in North America and certain wholesale and retail inventories in
Asia is determined using the first-in, first-out method. Cost for all other
inventories is determined using the weighted average cost method. We review
current business trends and forecasts, inventory aging and discontinued
merchandise categories to determine adjustments which we estimate will be needed
to liquidate existing clearance inventories and record inventories at either the
lower of cost or net realizable value or the lower of cost or market using the
retail inventory method, as applicable. We believe that all inventory
write-downs required at January 30, 2022, have been recorded. Our historical
estimates of inventory reserves have not differed materially from actual
results. If market conditions were to change, including as a result of the
current conflict in Ukraine and its broader macroeconomic implications or the
COVID-19 pandemic and the supply chain and logistics disruptions globally, it is
possible that the required level of inventory reserves would need to be
adjusted.

Asset impairments-We determined during 2021, 2020 and 2019 that certain
long-lived assets were not recoverable, which resulted in us recording
impairment charges. The long-lived asset impairments in 2021, which primarily
related to certain office, retail store and shop-in-shop assets, including
property, plant and equipment and operating lease-right-of-use assets, were
primarily as a result of actions taken by us to reduce our real estate
footprint, including reductions in office space, and the financial performance
in certain of our retail stores and shop-in-shops. The long-lived asset
impairments in 2020, which primarily related to certain retail store and
shop-in-shop assets, including property, plant and equipment and operating
lease-right-of-use assets, were as a result of the significant adverse impacts
of the COVID-19 pandemic on our business, the impact of the shift in consumer
buying trends from our brick and mortar retail stores to digital channels, and
our decision in July 2020 to exit from the Heritage Brands Retail business. We
also determined during 2020 that certain finite-lived customer relationship
intangible assets were impaired due to the adverse impacts of the pandemic on
the then-current and projected performance of the underlying businesses. The
long-lived asset impairments in 2019, which primarily related to certain retail
store and shop-in-shop assets, including property, plant and equipment and
operating lease right-of-use assets, were primarily as a result of the closure
of certain flagship and anchor stores in the United States and the financial
performance in certain of our retail stores and shop-in-shops.

In addition, we determined during 2020 that our equity method investment in Karl
Lagerfeld was impaired as a result of the adverse impacts of the pandemic on
recent and projected business results.

To test long-lived assets for impairment, we estimated the undiscounted future
cash flows and the related fair value of each asset. Undiscounted future cash
flows were estimated using current sales trends and other factors and, in the
case of operating lease right-of-use assets, using estimated sublease income or
market rents. If the sum of such undiscounted future cash flows was less than
the asset's carrying amount, we recognized an impairment charge equal to the
difference between the carrying amount of the asset and its estimated fair
value. If different assumptions had been used, including the rate at which
future cash flows were discounted, the recorded impairment charges could have
been significantly higher or lower. Please see
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Note 5, "Investments in Unconsolidated Affiliates," Note 7, "Goodwill and Other
Intangible Assets," and Note 11, "Fair Value Measurements," in the Notes to
Consolidated Financial Statements included in Item 8 of this report for further
discussion of the circumstances surrounding these impairments and the
assumptions related to the impairment charges.

Allowance for credit losses on trade receivables-Trade receivables, as presented
in our Consolidated Balance Sheets, are net of an allowance for credit losses.
An allowance for credit losses is determined through an analysis of the aging of
accounts receivable and assessments of collectability based on historical
trends, the financial condition of our customers and licensees, including any
known or anticipated bankruptcies, and an evaluation of current economic
conditions as well as our expectations of conditions in the future. Because we
cannot predict future changes in economic conditions and in the financial
stability of our customers with certainty, including as a result of
uncertainties surrounding the current conflict in Ukraine and its broader
macroeconomic implications, and the ongoing effects of the COVID-19 pandemic,
actual future losses from uncollectible accounts may differ from our estimates
and could impact our allowance for credit losses.

Income taxes-Deferred income tax balances reflect the effects of temporary
differences between the carrying amounts of assets and liabilities and their tax
bases and are stated at enacted tax rates expected to be in effect when taxes
are actually paid or recovered. Deferred tax assets are evaluated for future
realization and reduced by a valuation allowance to the extent we believe a
portion will not be realized. We consider many factors when assessing the
likelihood of future realization of our deferred tax assets, including our
recent earnings experience and expectations of future taxable income by taxing
jurisdiction, the carryforward periods available to us for tax reporting
purposes and other relevant factors. The actual realization of deferred tax
assets may differ significantly from the amounts we have recorded.

During the ordinary course of business, there are many transactions and
calculations for which the ultimate tax determination is uncertain. Accounting
for income taxes requires a two-step approach to recognizing and measuring
uncertain tax positions. The first step is to evaluate the tax position for
recognition by determining if available evidence indicates it is more likely
than not that the tax position will be fully sustained upon review by taxing
authorities, including resolution of related appeals or litigation processes, if
any. The second step is to measure the tax benefit as the largest amount with a
greater than 50 percent likelihood of being realized upon ultimate
settlement. For tax positions that are 50 percent or less likely of being
sustained upon audit, we do not recognize any portion of that benefit in the
financial statements. We consider many factors when evaluating and estimating
our tax positions and tax benefits, which may require periodic adjustments and
which may not accurately anticipate actual outcomes. Our actual results have
differed materially in the past and could differ materially in the future from
our current estimates.

Goodwill and other intangible assets-Goodwill and other indefinite-lived
intangible assets are tested for impairment annually, at the beginning of the
third quarter of each fiscal year, and between annual tests if an event occurs
or circumstances change that would indicate that it is more likely than not that
the carrying amount may be impaired. Impairment testing for goodwill is done at
the reporting unit level. A reporting unit is defined as an operating segment or
one level below the operating segment, called a component. However, two or more
components of an operating segment will be aggregated and deemed a single
reporting unit if the components have similar economic characteristics.
Impairment testing for other indefinite-lived intangible assets is done at the
individual asset level.

We assess qualitative factors to determine whether it is necessary to perform a
more detailed quantitative impairment test for goodwill and other
indefinite-lived intangible assets. We may elect to bypass the qualitative
assessment and proceed directly to the quantitative test for any reporting units
or indefinite-lived intangible assets. Qualitative factors that we consider as
part of our assessment include a change in our market capitalization and its
implied impact on reporting unit fair value, a change in our weighted average
cost of capital, industry and market conditions, macroeconomic conditions,
trends in product costs and financial performance of our businesses. If we
perform the quantitative test for any reporting units or indefinite-lived
intangible assets, we generally use a discounted cash flow method to estimate
fair value. The discounted cash flow method is based on the present value of
projected cash flows. Assumptions used in these cash flow projections are
generally consistent with our internal forecasts. The estimated cash flows are
discounted using a rate that represents our weighted average cost of capital.
The weighted average cost of capital is based on a number of variables,
including the equity-risk premium and risk-free interest rate. Management
believes the assumptions used for the impairment tests are consistent with those
that would be utilized by a market participant performing similar analysis and
valuations. Adverse changes in future market conditions or weaker operating
results compared to our expectations may impact our projected cash flows and
estimates of weighted average cost of capital, which could result in a potential
impairment charge if we are unable to recover the carrying value of our goodwill
and other indefinite-lived intangible assets. For goodwill, if the carrying
amount of a reporting unit exceeds its fair value, an impairment loss is
recognized in an amount equal to that excess, limited to the total amount of
goodwill allocated to that reporting unit. For indefinite-lived intangible
assets, an impairment loss is recognized to the extent the carrying amount of
the asset exceeds its fair value.
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Goodwill Impairment Testing

2021 Annual Impairment Test

For the 2021 annual goodwill impairment test performed as of the beginning of
the third quarter of 2021, we elected to perform a qualitative assessment first
to determine whether it was more likely than not that the fair value of each
reporting unit with allocated goodwill was less than its carrying amount.

We assessed relevant events and circumstances, including industry, market and
macroeconomic conditions, as well as Company and reporting unit-specific
factors. In performing this assessment, we considered the results of our
quantitative interim goodwill impairment test performed in the first quarter of
2020, discussed below in further detail, and the impact of (i) the weighted
average cost of capital for each reporting unit as of the beginning of the third
quarter of 2021, which was either favorable to or consistent with the weighted
average cost of capital used in our 2020 interim test, (ii) a favorable change
in our market capitalization and its implied impact on the fair value of our
reporting units subsequent to the 2020 interim test, and (iii) our recent
financial performance and updated financial forecasts, which were consistent
with or exceeded the projections used in our 2020 interim test.

After assessing these events and circumstances, we determined that it was not
more likely than not that the fair value of each reporting unit with allocated
goodwill was less than its carrying amount and concluded that the quantitative
goodwill impairment test was not required. No impairment of goodwill resulted
from our annual impairment test in 2021.

2020 Annual Impairment Test



For the 2020 annual goodwill impairment test performed as of the beginning of
the third quarter of 2020, we elected to perform a qualitative assessment first
to determine whether it was more likely than not that the fair value of each
reporting unit with allocated goodwill was less than the carrying amount.

We assessed relevant events and circumstances, including industry, market and
macroeconomic conditions, as well as Company and reporting unit-specific
factors. In performing this assessment, we considered the results of our
quantitative interim goodwill impairment test performed in the first quarter of
2020, discussed below in further detail, and the impact of (i) favorable changes
in the weighted average cost of capital subsequent to the 2020 interim test,
(ii) a favorable change in our market capitalization and its implied impact on
the fair value of our reporting units subsequent to the 2020 interim test, and
(iii) our recent financial performance and updated financial forecasts, which
were consistent with or exceeded the projections used in our 2020 interim
goodwill impairment test.

After assessing these events and circumstances, we determined that it was not
more likely than not that the fair value of each reporting unit with allocated
goodwill was less than its carrying amount and concluded that the quantitative
goodwill impairment test was not required. No impairment of goodwill resulted
from our annual impairment test in 2020.

2020 Interim Impairment Test



We determined in the first quarter of 2020 that the significant adverse impact
of the COVID-19 pandemic on our business, including an unprecedented material
decline in revenue and earnings and an extended decline in our stock price and
associated market capitalization, was a triggering event that required us to
perform a quantitative interim goodwill impairment test. As a result of the
interim test performed, we recorded $879 million of noncash impairment charges
in the first quarter of 2020, which were included in goodwill and other
intangible asset impairments in our Consolidated Statement of Operations and
allocated to our segments as follows: $198 million in the Heritage Brands
Wholesale segment, $287 million in the Calvin Klein North America segment, and
$394 million in the Calvin Klein International segment.

Of these reporting units, Calvin Klein Wholesale North America, Calvin Klein
Licensing and Advertising International, and Calvin Klein International were
determined to be partially impaired. The remaining carrying amount of goodwill
allocated to these reporting units as of the date of our interim test was $162
million, $143 million and $347 million, respectively. Holding all other
assumptions used in the interim test constant, a 100 basis point change in the
annual revenue growth rate assumptions for these businesses would have resulted
in a change to the estimated fair value of the reporting units of approximately
$80 million, $20 million and $140 million, respectively. Likewise, a 100 basis
point change in the weighted average cost of capital would have resulted in a
change to the estimated fair value of the reporting units of approximately $60
million, $15 million and $125 million, respectively. While these reporting units
were not determined to be fully impaired in the
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first quarter of 2020, at the time they were considered to be at risk of further
impairment in the future if the related businesses did not perform as projected
or if market factors utilized in the impairment analysis deteriorated. However,
as discussed in the 2021 annual impairment test section above (i) the weighted
average cost of capital for each of our reporting units has either improved or
remained consistent with the weighted average cost of capital used in our 2020
interim test and (ii) our recent financial performance and updated financial
forecasts have been consistent with or exceeded the projections used in our 2020
interim test.

With respect to our other reporting units that were not determined to be
impaired, the Tommy Hilfiger International reporting unit had an estimated fair
value that exceeded its carrying amount, as of the date of our interim test, of
$2,949 million by 5%. The carrying amount of goodwill allocated to this
reporting unit as of the date of our interim test was $1,558 million. Holding
all other assumptions used in the interim test constant, a 100 basis point
change in the annual revenue growth rate of the Tommy Hilfiger International
business would have resulted in a change to the estimated fair value of the
reporting unit of approximately $355 million. Likewise, a 100 basis point change
in the weighted average cost of capital would have resulted in a change to the
estimated fair value of the reporting unit of approximately $320 million. While
the Tommy Hilfiger International reporting unit was not determined to be
impaired in the first quarter of 2020, at the time it was considered to be at
risk of future impairment if the related business did not perform as projected
or if market factors utilized in the impairment analysis deteriorated. However,
as discussed in the 2021 annual impairment test section above (i) the weighted
average cost of capital for each of our reporting units has either improved or
remained consistent with the weighted average cost of capital used in our 2020
interim test and (ii) our recent financial performance and updated financial
forecasts have been consistent with or exceeded the projections used in our 2020
interim test.

The fair value of the reporting units for goodwill impairment testing was
determined using an income approach and validated using a market approach. The
income approach was based on discounted projected future (debt-free) cash flows
for each reporting unit. The discount rates applied to these cash flows were
based on the weighted average cost of capital for each reporting unit, which
takes market participant assumptions into consideration. Estimated future
operating cash flows used in the interim test were discounted at rates of 10.0%,
10.5% or 11.0%, depending on the reporting unit, to account for the relative
risks of the estimated future cash flows. For the market approach, used to
validate the results of the income approach method, we used both the guideline
company and similar transaction methods. The guideline company method analyzes
market multiples of revenue and EBITDA for a group of comparable public
companies. The market multiples used in the valuation are based on the relative
strengths and weaknesses of the reporting unit compared to the selected
guideline companies. Under the similar transactions method, valuation multiples
are calculated utilizing actual transaction prices and revenue and EBITDA data
from target companies deemed similar to the reporting unit. We classified the
fair values of our reporting units as Level 3 fair value measurements due to the
use of significant unobservable inputs.

2019 Interim Impairment Test



In the fourth quarter of 2019, the Speedo transaction was a triggering event
that indicated that the amount of goodwill allocated to the Heritage Brands
Wholesale reporting unit, the reporting unit that included the Speedo North
America business, could be impaired, prompting the need to perform an interim
goodwill impairment test for this reporting unit. No goodwill impairment
resulted from this interim test in 2019.

2019 Annual Impairment Test



For the 2019 annual goodwill impairment test performed as of the beginning of
the third quarter of 2019, we elected to bypass the qualitative assessment for
all reporting units and proceeded directly to the quantitative impairment test
using a discounted cash flow method to estimate the fair value of our reporting
units. The annual goodwill impairment test during 2019 yielded estimated fair
values in excess of the carrying amounts for all of our reporting units and
therefore the second step of the quantitative goodwill impairment test (under
previous accounting guidance in place at the time the test was performed) was
not required. The reporting unit with the least excess fair value had an
estimated fair value that exceeded its carrying amount by 15%. No impairment of
goodwill resulted from our annual impairment test in 2019.

Indefinite-Lived Intangible Assets Impairment Testing

2021 Annual Impairment Test



For the 2021 annual indefinite-lived intangible assets impairment test performed
as of the beginning of the third quarter of 2021, we elected to assess
qualitative factors first to determine whether it was more likely than not that
the fair value of any asset was less than its carrying amount.
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We assessed relevant events and circumstances, including industry, market and
macroeconomic conditions, as well as Company and asset-specific factors. In
performing this assessment, we considered the results of our interim impairment
testing performed in the first quarter of 2020, discussed below in further
detail, and the impact of (i) the weighted average cost of capital for each of
our indefinite-lived intangible assets as of the beginning of the third quarter
of 2021, which was either favorable to or consistent with the weighted average
cost of capital used in our 2020 interim test, and (ii) our recent financial
performance and updated financial forecasts, which were consistent with or
exceeded the projections used in our 2020 interim test.

After assessing these events and circumstances, we determined that it was not
more likely than not that the fair value of our indefinite-lived intangible
assets were less than their carrying amounts and concluded that a quantitative
impairment test was not required. No impairment of indefinite-lived intangible
assets resulted from our annual impairment test in 2021.

2020 Annual Impairment Test



For the 2020 annual indefinite-lived intangible assets impairment test performed
as of the beginning of the third quarter of 2020, we elected to assess
qualitative factors first to determine whether it was more likely than not that
the fair value of any asset was less than its carrying amount.

We assessed relevant events and circumstances, including industry, market and
macroeconomic conditions, as well as Company and asset-specific factors. In
performing this assessment, we considered the results of our interim impairment
testing performed in the first quarter of 2020, discussed below in further
detail, and the impact of (i) favorable changes in the weighted average cost of
capital subsequent to the interim test and (ii) our recent financial performance
and updated financial forecasts, which were consistent with or exceeded the
projections used in our 2020 interim test.

After assessing these events and circumstances, we determined that it was not
more likely than not that the fair value of our indefinite-lived intangible
assets were less than their carrying amounts and concluded that a quantitative
impairment test was not required. No impairment of indefinite-lived intangible
assets resulted from our annual impairment test in 2020.

2020 Interim Impairment Test



We determined in the first quarter of 2020 that the impact of the COVID-19
pandemic on our business was a triggering event that prompted the need to
perform interim impairment testing of our indefinite-lived intangible assets.
For the TOMMY HILFIGER, Calvin Klein, Warner's and Olga tradenames, our
then-owned Van Heusen tradename and the reacquired perpetual license rights for
TOMMY HILFIGER in India, we elected to first assess qualitative factors to
determine whether it was more likely than not that the fair value of any asset
was less than its carrying amount. For these assets, no impairment was
identified as a result of our prior annual indefinite-lived intangible asset
impairment test in 2019 and the fair values of these indefinite-lived intangible
assets substantially exceeded their carrying amounts. The asset with the least
excess fair value had an estimated fair value that exceeded its carrying amount
by approximately 85% as of the date of our 2019 annual test. Considering this
and other factors, we determined qualitatively that it was not more likely than
not that the fair values of these indefinite-lived intangible assets were less
than their carrying amounts and concluded that the quantitative impairment test
in the first quarter of 2020 was not required.

For the then-owned ARROW and Geoffrey Beene tradenames and the reacquired
perpetual license rights recorded in connection with the Australia acquisition,
we elected to bypass the qualitative assessment and proceeded directly to the
quantitative impairment test. As a result of this quantitative interim
impairment testing, we recorded $47 million of noncash impairment charges in the
first quarter of 2020 to write down the two tradenames. This included $36
million to write down the ARROW tradename, which had a carrying amount as of the
date of our interim test of $79 million, to a fair value of $43 million, and $12
million to write down the Geoffrey Beene tradename, which had a carrying amount
of $17 million, to a fair value of $5 million. The $47 million of impairment
charges recorded in the first quarter of 2020 was included in goodwill and other
intangible asset impairments in our Consolidated Statement of Operations and
allocated to our Heritage Brands Wholesale segment. Holding all other
assumptions used in the interim test constant, a 100 basis point change in the
annual revenue growth rate of the Arrow business would have resulted in a change
to the estimated fair value of the tradename of approximately $5 million.
Likewise, a 100 basis point change in the weighted average cost of capital would
have resulted in a change to the estimated fair value of the ARROW tradename of
approximately $5 million. Holding all other assumptions used in the interim test
constant, a 100 basis point change to the annual revenue growth rate or weighted
average cost of capital in the Geoffrey Beene business would have resulted in an
immaterial change to the estimated fair value of the Geoffrey Beene tradename.
The Van Heusen, ARROW and Geoffrey Beene tradenames were subsequently sold in
the third quarter of 2021 in connection with
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the Heritage Brands transaction. Please see Note 3, "Acquisitions and Divestitures," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of the Heritage Brands transaction.



With regard to the reacquired perpetual license rights recorded in connection
with the Australia acquisition, we determined in the first quarter of 2020 that
its fair value substantially exceeded its carrying amount and, therefore, the
asset was not impaired.

The fair value of the ARROW and Geoffrey Beene tradenames was determined using
an income-based relief-from-royalty method. Under this method, the value of an
asset is estimated based on the hypothetical cost savings that accrue as a
result of not having to license the tradename from another party. These cash
flows are discounted to present value using a discount rate that factors in the
relative risk of the intangible asset. We discounted the cash flows used to
value the ARROW and Geoffrey Beene tradenames at a rate of 10.0%. The fair value
of our reacquired perpetual license rights recorded in connection with the
Australia acquisition was determined using an income approach, which estimates
the net cash flows directly attributable to the subject intangible asset. These
cash flows are discounted to present value using a discount rate that factors in
the relative risk of the intangible asset. We discounted the cash flows used to
value the reacquired perpetual license rights recorded in connection with the
Australia acquisition at a rate of 10.0%. We classified the fair values of these
indefinite-lived intangible assets as Level 3 fair value measurements due to the
use of significant unobservable inputs.

2019 Interim Impairment Test



In the fourth quarter of 2019, the Speedo transaction was a triggering event
that prompted the need to perform an interim impairment test of the then-owned
Speedo perpetual license right. As a result of this interim test, the perpetual
license right was determined to be impaired and an impairment charge of $116
million was recorded to other (gain) loss, net in our Consolidated Statement of
Operations. Please see Note 3, "Acquisitions and Divestitures," in the Notes to
Consolidated Financial Statements included in Item 8 of this report for further
discussion of the Speedo transaction.

2019 Annual Impairment Test



For the 2019 annual impairment test of all indefinite-lived intangible assets
performed as of the beginning of the third quarter of 2019, except for the
Australia reacquired perpetual license rights, we elected to bypass the
qualitative assessment and proceeded directly to the quantitative impairment
test using a discounted cash flow method to estimate fair value. For the
Australia reacquired perpetual license rights, since only a few months had
passed since the acquisition on May 31, 2019 and the business had performed
better than initially expected, we determined qualitatively that it was not more
likely than not that the fair value of these reacquired perpetual license rights
were less than the carrying amount and concluded that the quantitative
impairment test was not required. The fair values of all of our indefinite-lived
intangible assets substantially exceeded their carrying amounts, with the
exception of the then-owned Speedo perpetual license right, which had a fair
value that exceeded its carrying amount by 3% at the testing date.

Please see Note 7, "Goodwill and Other Intangible Assets," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion of goodwill and indefinite-lived intangible assets.



There have been no significant events or change in circumstances since the date
of the 2021 annual impairment tests that would indicate the remaining carrying
amounts of our goodwill and indefinite-lived intangible assets may be impaired
as of January 30, 2022. If different assumptions for our goodwill and other
indefinite-lived intangible assets impairment tests had been applied,
significantly different outcomes could have resulted. There is significant
uncertainty related to the current conflict in Ukraine and its broader
macroeconomic implications, as well as continued uncertainty about the impacts
of the COVID-19 pandemic and the supply chain and logistics disruptions globally
on our business. If economic conditions worsen as a result of the conflict in
Ukraine and its related effects, or if the economic conditions caused by the
pandemic do not recover as currently estimated by management, or market factors
utilized in the impairment analysis deteriorate or otherwise vary from current
assumptions (including those resulting in changes in the weighted average cost
of capital), industry conditions deteriorate, business conditions or strategies
for a specific reporting unit change from current assumptions, including cost
increases or loss of major customers, our businesses do not perform as
projected, or there is an extended period of a significant decline in our stock
price, we could incur additional goodwill and indefinite-lived intangible asset
impairment charges in the future.

Pension and Benefit Plans-Pension and benefit plan expenses are recorded
throughout the year based on calculations using actuarial valuations that
incorporate estimates and assumptions that depend in part on financial market,
economic and demographic conditions, including expected long-term rate of return
on assets, discount rate and mortality rates. These assumptions require
significant judgment. Actuarial gains and losses, which occur when actual
experience differs from our
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actuarial assumptions, are recognized in the year in which they occur and could have a material impact on our operating results. These gains and losses are measured at least annually at the end of our fiscal year and, as such, are generally recorded during the fourth quarter of each year.



The expected long-term rate of return on assets is based on historical returns
and the level of risk premium associated with the asset classes in which the
portfolio is invested as well as expectations for the long-term future returns
of each asset class. The expected long-term rate of return for each asset class
is then weighted based on the target asset allocation to develop the expected
long-term rate of return on assets assumption for the portfolio. The expected
return on plan assets is recognized quarterly and determined at the beginning of
the year by applying the long-term expected rate of return on assets to the
actual fair value of plan assets adjusted for expected benefit payments,
contributions and plan expenses. At the end of the year, the fair value of the
assets is remeasured and any difference between the actual return on assets and
the expected return is recorded in earnings as part of the actuarial gain or
loss.

The discount rate is determined based on current market interest rates. It is
selected by constructing a hypothetical portfolio of high quality corporate
bonds that matches the cash flows from interest payments and principal
maturities of the portfolio to the timing of benefit payments to participants.
The yield on such a portfolio is the basis for the selected discount rate.
Service and interest cost is measured using the discount rate as of the
beginning of the year, while the projected benefit obligation is measured using
the discount rate as of the end of the year. The impact of the change in the
discount rate on our projected benefit obligation is recorded in earnings as
part of the actuarial gain or loss.

We revised during each of 2021, 2020 and 2019 the mortality assumptions used to
determine our benefit obligations based on recently published actuarial
mortality tables. These changes in life expectancy resulted in changes to the
period for which we expect benefits to be paid. In 2021, the increase in life
expectancy increased our benefit obligations and future expense. In 2020 and
2019, the decrease in life expectancy decreased our benefit obligations and
future expense.

We also periodically review and revise, as necessary, other plan assumptions
such as rates of compensation increases, retirement and termination based on
historical experience and anticipated future management actions. During 2021, we
revised these assumptions based on recent trends and our future expectations,
which resulted in a decrease to our benefit obligations and future expense.

Actual results could differ from our assumptions, which would require
adjustments to our balance sheet and could result in volatility in our future
net benefit cost. Holding all other assumptions constant, a 1% change in the
assumed rate of return on assets would result in a change to our 2022 net
benefit cost related to the pension plans of approximately $7 million. Likewise,
a 0.25% change in the assumed discount rate would result in a change to our
projected 2022 net benefit cost of approximately $37 million.

Note 12, "Retirement and Benefit Plans," in the Notes to Consolidated Financial
Statements included in Item 8 of this report sets forth certain significant rate
assumptions and information regarding our target asset allocation, which are
used in performing calculations related to our pension plans.

Stock-based compensation-Accounting for stock-based compensation requires
measurement of compensation cost for all stock-based awards at fair value on the
date of grant and recognition of compensation cost over the requisite service
period. We use the Black-Scholes-Merton option pricing model to determine the
fair value of our stock options. This model uses assumptions that include the
risk-free interest rate, expected volatility, expected dividend yield and
expected life of the options. The fair value of restricted stock units is
determined based on the quoted price of our common stock on the date of grant.
The fair value of our stock options and restricted stock units is recognized as
expense over the requisite service period, net of actual forfeitures.

We use the Monte Carlo simulation model to determine the fair value of our
contingently issuable performance shares that are subject to market conditions.
This model uses assumptions that include the risk-free interest rate, expected
volatility and expected dividend yield. The fair value of these awards is
recognized as expense ratably over the requisite service period, net of actual
forfeitures, regardless of whether the market condition is satisfied. The fair
value of contingently issuable performance shares that are not based on market
conditions is based on the quoted price of our common stock on the date of
grant, reduced for the present value of any dividends expected to be paid on our
common stock during the requisite service period, as these contingently issuable
performance shares do not accrue dividends. We record expense for these awards
over the requisite service period, net of actual forfeitures, based on the fair
value and our current expectation of the probable number of shares that will
ultimately be issued. Certain contingently issuable performance shares are also
subject to a holding period of one year
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after the vesting date. For such awards, the grant date fair value is discounted for the restriction of liquidity, which is calculated using a model that is deemed appropriate after an evaluation of current market conditions.

Note 13, "Stock-Based Compensation," in the Notes to Consolidated Financial Statements included in Item 8 of this report sets forth certain significant assumptions used to determine the fair value of our stock options and contingently issuable performance shares.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information with respect to Quantitative and Qualitative Disclosures About Market Risk appears under the heading "Market Risk" in Item 7.

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