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. InMarch 2020 , we marked our 100-year anniversary as a listed company on theNew York Stock Exchange . We manage a portfolio of iconic brands, includingTOMMY HILFIGER ,Calvin Klein , Warner's, Olga, and True&Co., which are owned, Van Heusen, IZOD, ARROW, andGeoffrey 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 inNorth America and theCaribbean untilApril 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 andGeoffrey 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 ofthe 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 andCalvin 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
As a result of the war inUkraine , we made the decision to temporarily close our stores and pause commercial activities inRussia andBelarus as ofMarch 7, 2022 . Additionally, while we have no direct operations inUkraine , virtually all of our wholesale customers and franchisees inUkraine 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 inRussia ,Belarus andUkraine . As such, we expect the war inUkraine 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 againstthe 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. 33 --------------------------------------------------------------------------------
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 inJune 2020 but operated at significantly reduced capacity. Our stores inEurope andNorth America continued to face significant pressure throughout 2020 as a result of the pandemic, with the majority of our stores inEurope andCanada 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 inEurope ,Canada andJapan . Pressures on our stores continued throughout 2021, with certain stores inEurope ,Japan andAustralia temporarily closed for varying periods of time in the second quarter, the majority of our stores inAustralia closed temporarily in the third quarter, and the temporary closure of certain stores inEurope andChina 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 inChina and Hong Kong SAR resulting in temporary store closures and the temporary pause of deliveries from our digital commerce businesses. •In addition, ourNorth America stores have been, and are expected to continue to be, challenged by the lack of international tourists coming tothe 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 ourNorth 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 bymid-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
34 -------------------------------------------------------------------------------- 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 inJuly 2020 plans to streamline our North American operations to better align our business with the evolving retail landscape, including (i) a reduction in ourNorth 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. InMarch 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 inUkraine 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 ourTOMMY HILFIGER andCalvin Klein trademarks, (b) approximately 1,400 Company-operated shop-in-shop/concession locations worldwide under ourTOMMY HILFIGER andCalvin Klein trademarks, and (c) digital commerce sites worldwide, principally under ourTOMMY HILFIGER andCalvin Klein trademarks. We announced in 2020 a plan to exit our Heritage Brands Retail business, which consisted of 162 directly operated stores inNorth 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 inJune 2021 to sell certain of our heritage brands trademarks, including Van Heusen, IZOD, ARROW andGeoffrey 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
35 -------------------------------------------------------------------------------- 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 inJuly 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 theNorth 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 theNorth 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 forNorth America and theCaribbean untilApril 2020 , at which time we sold theSpeedo 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 theSpeedo 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 theSpeedo North America business subsequent toFebruary 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 globalCalvin Klein andTommy Hilfiger North America socks and hosiery businesses in order to consolidate the socks and hosiery businesses for all of our brands inthe United States andCanada in a newly formed joint venture,PVH Legwear LLC ("PVH Legwear"), and to bring in-house the internationalCalvin 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 sinceDecember 2019 the rights to distribute and sellTOMMY HILFIGER ,Calvin Klein , Warner's and, through the second quarter of 2021, IZOD and Van Heusen socks and hosiery inthe United States andCanada . 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. 36 -------------------------------------------------------------------------------- •We completed theAustralia and the TH CSAP acquisitions in the second quarter of 2019. Prior to the closing of theAustralia acquisition, we, along withGazal , jointly owned and managed a joint venture, PVH Australia, which licensed and operated businesses inAustralia ,New Zealand and other parts ofOceania under theTOMMY 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 theAustralia 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 byGazal inJune 2019 . Pursuant to the terms of the acquisition agreement, key executives ofGazal and PVH Australia exchanged a portion of their interests inGazal for approximately 6% of the outstanding shares of our previously wholly owned subsidiary that acquired 100% of the ownership interests in theAustralia business, for which we recognized a liability on the date of the acquisition. We settled inJune 2020 a portion of the liability for this mandatorily redeemable non-controlling interest for$17 million , and settled inJune 2021 the remaining liability for$24 million . We completed the TH CSAP acquisition for$74 million and now operate directly theTommy Hilfiger retail business in the Central andSoutheast 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 theAustralia 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 inGazal 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 inGazal and PVH Australia prior to theAustralia 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 theAustralia 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 theAustralia acquisition. •We closed ourTOMMY HILFIGER flagship and anchor stores inthe United States (the "THU.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 inJanuary 2019 a restructuring in connection with strategic changes for ourCalvin Klein business (the "Calvin Klein restructuring"). The strategic changes included (i) the closure of theCALVIN KLEIN 205 W39 NYC brand, (ii) the closure of the flagship store onMadison Avenue inNew York, New York , (iii) the restructuring of theCalvin Klein creative and design teams globally, and (iv) the consolidation of operations for the men'sCalvin Klein Sportswear andCalvin Klein Jeans businesses. We recorded pre-tax costs of$103 million during 2019 in connection with theCalvin Klein restructuring, consisting of a$30 million noncash lease asset impairment resulting from the closure of the flagship store onMadison Avenue inNew 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. OurTommy Hilfiger andCalvin 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 intoUnited States dollars using an average exchange rate over the representative period. Accordingly, our results of operations are unfavorably impacted during times of a strengtheningUnited States dollar against the foreign currencies in which we generate significant revenue and earnings and favorably impacted during times of a weakeningUnited 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. Whilethe 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 inUnited States dollars by our foreign subsidiaries. Our results of operations will be unfavorably impacted during times of a strengtheningUnited States dollar, as the increased local currency value of inventory results in a higher cost of goods in local currency when 37 -------------------------------------------------------------------------------- the goods are sold, and favorably impacted during times of a weakeningUnited 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 inUnited 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 ofthe 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$10 million due to the transactional impact of foreign currency. Further, we have exposure to changes in foreign currency exchange rates related to our €1.125 billion aggregate principal amount of senior notes that are held inthe United States . The strengthening ofthe United States dollar against the euro would require us to use a lower amount of our cash flows from operations to pay interest and make long-term debt repayments, whereas the weakening ofthe United States dollar against the euro would require us to use a greater amount of our cash flows from operations to pay interest and make long-term debt repayments. We designated the carrying amount of these senior notes issued byPVH Corp. , aU.S. based entity, as net investment hedges of our investments in certain of our foreign subsidiaries that use the euro as their functional currency. As a result, the remeasurement of these foreign currency borrowings at the end of each period is recorded in equity. The following table summarizes our statements of operations in 2021, 2020 and 2019: 2021 2020 2019 (Dollars in millions) Net sales$ 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 inJune 2020 and were operating at significantly reduced hours and capacity for the remainder of 2020. Further, our stores inEurope andNorth America continued to face significant pressure as a result of the pandemic, with the majority of our stores inEurope andCanada 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 inEurope ,Canada andJapan temporarily closed for varying periods of time throughout the first half of 2021, the majority of our 38 -------------------------------------------------------------------------------- stores inAustralia closed temporarily during the third quarter of 2021, and certain stores inEurope andChina 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 ourTommy Hilfiger International andTommy 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 ourTommy 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 ourCalvin Klein International andCalvin 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 ourCalvin 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) theApril 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 ourTommy Hilfiger International andTommy 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 ourTommy 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 ourCalvin Klein International andCalvin 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 ourCalvin 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 theApril 2020 sale of theSpeedo 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 39 -------------------------------------------------------------------------------- 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 inRussia andBelarus , as well as a reduction in wholesale shipments toUkraine 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 inUkraine 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 andNorth 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 weakerUnited States dollar on our international businesses, particularly our European businesses, that purchase inventory inUnited 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 strongerUnited States dollar on our international businesses that purchase inventory inUnited 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 andNorth 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 andNorth 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 40 -------------------------------------------------------------------------------- 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 theNorth 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 inApril 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 andNorth 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 andNorth 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 inApril 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 theCalvin Klein restructuring, the Socks and Hosiery transaction and the THU.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 andNorth 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.
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$54 million related to other intangible assets, primarily our then-owned ARROW andGeoffrey Beene tradenames. These impairments resulted from interim impairment assessments of our goodwill and other intangible assets, which we were required to perform in the first quarter of 2020 due to the adverse impacts of the pandemic on our then-current and estimated future business results and cash flows, as well as the 41 -------------------------------------------------------------------------------- significant decrease in our market capitalization as a result of a sustained decline in our common stock price. We have not recorded any further impairments of goodwill and other intangible assets since the first quarter of 2020. Please see Note 7, "Goodwill and Other Intangible Assets," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.
Non-Service Related Pension and Postretirement (Income) Cost
Non-service related pension and postretirement (income) was$(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
We recorded a noncash net loss of
We recorded a noncash loss of
We recorded a noncash gain of
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 theTOMMY HILFIGER ,Calvin Klein , Warner's, Olga, and certain licensed trademarks inMexico , (ii) our joint venture for theTOMMY HILFIGER andCalvin Klein brands inIndia (our two prior joint ventures inIndia merged in the third quarter of 2020), (iii) our joint venture for the TOMMY HILFIGER brand inBrazil , (iv) our PVH Legwear joint venture for theTOMMY HILFIGER ,Calvin Klein , IZOD, Van Heusen and Warner's brands and other owned and licensed trademarks inthe United States andCanada , (v) PVH Australia (prior to acquiring it onMay 31, 2019 through theAustralia acquisition), (vi) our investment inGazal (prior to acquiring it onMay 31, 2019 through theAustralia acquisition) and (vii) our investment in Karl 42 --------------------------------------------------------------------------------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 inKarl 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 inKarl 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 inKarl 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 inKarl 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 theAustralia acquisition, as the measurement period ended in 2020, partially offset by (iv) the full year impact in 2021 of the issuances inApril 2020 of an additional €175 million principal amount of 3 5/8% senior unsecured notes due 2024 and inJuly 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 inApril 2020 andJuly 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$9 million , respectively, resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with theAustralia acquisition.
Please see the section entitled "Financing Arrangements" within "Liquidity and Capital Resources" below for further discussion.
Interest expense, net in 2022 is currently expected to be approximately
Income Taxes
Income tax expense (benefit) was as follows:
2021 2020 2019 (Dollars in millions) Income tax expense (benefit)$ 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 inthe 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 thanthe 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 thanthe 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 43 -------------------------------------------------------------------------------- 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 2020United 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 inthe Netherlands known as the "2021 Dutch Tax Plan", which became effective onJanuary 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 thanthe 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 thanthe 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 inGazal and PVH Australia to fair value in connection with theAustralia 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 thanthe 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. 44 --------------------------------------------------------------------------------The United States government enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") onMarch 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 inEthiopia with Arvind Limited ("Arvind") namedPVH Manufacturing Private Limited Company ("PVH Ethiopia") to operate a manufacturing facility that produced finished products for us for distribution primarily inthe 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, effectiveMay 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 PVHEthiopia 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 inApril 2020 of an additional €175 million principal amount of 3 5/8% senior unsecured notes due 2024 and inJuly 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 inJune 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, effectiveJune 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
45 --------------------------------------------------------------------------------
Cash Flow Summary and Trends
Cash and cash equivalents atJanuary 30, 2022 was$1.242 billion , a decrease of$409 million from the$1.651 billion atJanuary 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 ofJanuary 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 ofthe United States . However, if management decides at a later date to repatriate these earnings tothe United States , we may be required to accrue and pay additional taxes, including any applicable foreign withholding tax andUnited 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 ofJanuary 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) 46 -------------------------------------------------------------------------------- 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 inEurope andNorth 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,
We held an approximately 22% ownership interest inGazal and a 50% ownership interest in PVH Australia prior toMay 31, 2019 . These investments were accounted for under the equity method of accounting until the closing of theAustralia acquisition onMay 31, 2019 , on which date we derecognized our equity investments inGazal and PVH Australia and began to consolidate the operations ofGazal and PVH Australia into our financial statements. We received aggregate dividends of$6 million fromGazal 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 andGeoffrey Beene , as well as certain related inventories of our Heritage Brands business, to ABG and other parties onAugust 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 ourSpeedo North America business to Pentland onApril 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
Australia Acquisition
We completed theAustralia acquisition onMay 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 byGazal . Please see Note 3, "Acquisitions and Divestitures," in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion. 47 --------------------------------------------------------------------------------
Mandatorily Redeemable Non-Controlling Interest
TheAustralia acquisition agreement provided for key executives ofGazal and PVHAustralia to exchange a portion of their interests inGazal for approximately 6% of the outstanding shares of our previously wholly owned subsidiary that acquired 100% of the ownership interests in theAustralia 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 inJune 2020 and tranche 2 (the remaining 50% of the shares) for$24 million inJune 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
We suspended our dividends following the$3 million payment of a$0.0375 per share dividend on our common stock onMarch 31, 2020 in response to the impacts of the COVID-19 pandemic on our business. In addition, under the terms of theJune 2020 Amendment, we were not permitted to declare or pay dividends during the relief period. However, effectiveJune 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 ofJanuary 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 throughJune 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 inMarch 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 theJune 2020 Amendment, we were not permitted to make share repurchases during the relief period. However, effectiveJune 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 ofJanuary 30, 2022 . Purchases of$500,000 that were accrued for in the Consolidated Balance Sheet as ofFebruary 2, 2020 were paid in the first quarter of 2020. As ofJanuary 30, 2022 , the repurchased shares were held as treasury stock and$223 million of the authorization remained available for future share repurchases. In 2022, we expect to repurchase the remaining amount authorized under the program. 48 --------------------------------------------------------------------------------Treasury stock activity also includes shares that were withheld principally in conjunction with the settlement of restricted stock units and performance share units to satisfy tax withholding requirements.
Financing Arrangements
Our capital structure was as follows:
(In millions) 1/30/22 1/31/21 Short-term borrowings$ 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
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 ofJanuary 30, 2022 andJanuary 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 onJanuary 30, 2022 and are utilized primarily to fund working capital needs. We had$11 million outstanding under these facilities as ofJanuary 30, 2022 and no borrowings outstanding under these facilities as ofJanuary 31, 2021 . The weighted average interest rate on funds borrowed as ofJanuary 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
The commercial paper note program allows for borrowings of up to$675 million to the extent that we have borrowing capacity underthe 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 underthe United States dollar-denominated revolving credit facility at any one time cannot exceed$675 million .
2021 Unsecured Revolving Credit Facility
OnApril 28, 2021 , we replaced our 364-day$275 million United States dollar-denominated unsecured revolving credit facility, which matured onApril 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 onApril 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. 49 -------------------------------------------------------------------------------- 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 ownedUnited 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 ofJanuary 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 byStandard & 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
2016 Senior Secured Credit Facilities
OnMay 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 onApril 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 inUnited 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
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 inUnited 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 inUnited States dollars orHong Kong dollars. The 2019 facilities are due onApril 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 inUnited States dollars orHong 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 -------------------------------------------------------------------------------- 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 ofJanuary 30, 2022 . The terms of the TLA facilities require us to make quarterly repayments of amounts outstanding, which commenced with the calendar quarter endedSeptember 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 ourUnited 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
The borrowings under the 2019 facilities in currencies other thanUnited States dollars, Canadian dollars orHong 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 ofJanuary 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 byStandard & Poor's or Moody's. 51 -------------------------------------------------------------------------------- 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
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 inJune 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"). TheJune 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. TheJune 2020 Amendment also provided that during the relief period the applicable margin would be increased 0.25%. In addition, under theJune 2020 Amendment, in the event there was a specified credit ratings downgrade byStandard & Poor's and Moody's during the relief period (as set forth in theJune 2020 Amendment), within 120 days thereafter (i) we would have been required to cause each of our wholly ownedUnited 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, effectiveJune 10, 2021 , this temporary relief period and, as a result, the various provisions in theJune 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 ofJanuary 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.
52 --------------------------------------------------------------------------------
7 3/4% Debentures Due 2023
We have outstanding$100 million of debentures dueNovember 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 dueJuly 15, 2024 , of which €175 million principal amount was issued onApril 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 toApril 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 afterApril 15, 2024 at their principal amount plus any accrued and unpaid interest. 4 5/8% Senior Notes Due 2025 We issued onJuly 10, 2020 ,$500 million principal amount of 4 5/8% senior notes dueJuly 10, 2025 . The interest rate payable on the notes is subject to adjustment if eitherStandard & 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 toJune 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 afterJune 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 dueDecember 15, 2027 . Interest on the notes is payable in euros. We may redeem some or all of these notes at any time prior toSeptember 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 afterSeptember 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 ofJanuary 30, 2022 , we were in compliance with all applicable financial and non-financial covenants under our financing arrangements. As ofJanuary 30, 2022 , our issuer credit was rated BBB- byStandard & 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 byStandard & Poor's and P-3 by Moody's. In assessing our credit strength, we believe that bothStandard & 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.
53 --------------------------------------------------------------------------------
Additional Cash Requirements
The following table summarizes current and long-term cash requirements as ofJanuary 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
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)AtJanuary 30, 2022 , the outstanding principal balance under our senior unsecured Term Loan A facilities was$515 million , which requires mandatory payments throughApril 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 ofJanuary 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 inthe United States hired prior toJanuary 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 54 --------------------------------------------------------------------------------
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 ofJanuary 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 ofJanuary 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 atJanuary 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 ofJanuary 30, 2022 . As ofJanuary 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. OurTommy Hilfiger andCalvin 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 ofthe United States . Changes in exchange rates betweenthe 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 inUnited States dollars. The results of operations in local foreign currencies are translated intoUnited States dollars using an average exchange rate over the representative period and the assets and liabilities in local foreign currencies are translated intoUnited 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 intoUnited 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 strengtheningUnited 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 weakeningUnited 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. 55 -------------------------------------------------------------------------------- In 2021, we recognized unfavorable foreign currency translation adjustments of$268 million within other comprehensive (loss) income principally driven by a strengthening ofthe United States dollar against the euro of 8% sinceJanuary 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 ofJanuary 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 outsidethe United States that purchase goods inUnited States dollars, as is the case with most of our foreign operations. Our results of operations will be unfavorably impacted during times of a strengtheningUnited 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 weakeningUnited 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 inUnited 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 atJanuary 30, 2022 , the effect of a 10% change in foreign currency exchange rates againstthe 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 byPVH Corp. , aU.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 againstthe 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 strengtheningUnited 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 weakeningUnited 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. 56 --------------------------------------------------------------------------------
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 inNorth America that are stated at the lower of cost or market using the retail inventory method. Cost for substantially all wholesale inventories inNorth America and certain wholesale and retail inventories inAsia 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 atJanuary 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 inUkraine 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 inJuly 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 inthe 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 inKarl 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 57 -------------------------------------------------------------------------------- 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 inUkraine 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. 58 --------------------------------------------------------------------------------
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 theCalvin Klein North America segment, and$394 million in theCalvin Klein International segment. Of these reporting units,Calvin Klein Wholesale North America ,Calvin Klein Licensing andAdvertising International , andCalvin 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 59 -------------------------------------------------------------------------------- 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, theTommy 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 theTommy 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 theTommy 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 theSpeedo 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. 60 -------------------------------------------------------------------------------- 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 theTOMMY HILFIGER ,Calvin Klein , Warner's and Olga tradenames, our then-owned Van Heusen tradename and the reacquired perpetual license rights forTOMMY HILFIGER inIndia , 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 andGeoffrey Beene tradenames and the reacquired perpetual license rights recorded in connection with theAustralia 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 andGeoffrey Beene tradenames were subsequently sold in the third quarter of 2021 in connection with 61 --------------------------------------------------------------------------------
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 theAustralia 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 andGeoffrey 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 andGeoffrey Beene tradenames at a rate of 10.0%. The fair value of our reacquired perpetual license rights recorded in connection with theAustralia 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 theAustralia 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 theAustralia 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 theAustralia reacquired perpetual license rights, since only a few months had passed since the acquisition onMay 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, "
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 ofJanuary 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 inUkraine 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 inUkraine 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 62 --------------------------------------------------------------------------------
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 63 --------------------------------------------------------------------------------
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.
© Edgar Online, source