# PVH Corp.: Form 10-Q for the period ended May 4, 2025

- Company: [PVH Corp.](/companies/pvh.md) (CIK 78239)
- Form: 10-Q
- Filed: 2025-06-04
- Accepted by EDGAR: Jun 4, 2025, 16:36 ET
- Period: 2025-05-04
- Accession: 0000078239-25-000052
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/78239/000007823925000052/pvh-20250504.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/78239/000007823925000052/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-05-04.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-02-03 to 2025-05-04 | $1.98bn | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-02-03 to 2025-05-04 | $821.9m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-02-03 to 2025-05-04 | $1.16bn | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-02-03 to 2025-05-04 | $1.02bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-02-03 to 2025-05-04 | −$332.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-02-03 to 2025-05-04 | $22.4m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-02-03 to 2025-05-04 | −$304.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-02-03 to 2025-05-04 | −$44.8m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-02-03 to 2025-05-04 | −$0.88 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-02-03 to 2025-05-04 | −$0.88 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-02-03 to 2025-05-04 | 51,100,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-02-03 to 2025-05-04 | −$71.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-02-03 to 2025-05-04 | $26.7m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2025-02-03 to 2025-05-04 | $572.2m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-05-04 | $191.0m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-05-04 | $3.03bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-05-04 | $10.67bn | us-gaap:Assets |
| Current liabilities | at 2025-05-04 | $2.73bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-05-04 | $1.72bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-05-04 | $512.2m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2025-05-04 | $115.0m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2025-05-04 | $4.62bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 51,794 characters.

Effective February 3, 2025, the first day of 2025, we changed our reportable segments to be region-focused to align with changes in our business and organizational structure. We operate our business through the following reportable segments: (i) Europe, the Middle East and Africa (“EMEA”), (ii) Americas, (iii) Asia-Pacific (“APAC”), and (iv) Licensing. Our reportable segments include the brand businesses we operate under our *TOMMY HILFIGER* and *Calvin Klein* trademarks, which we own, and *Van Heusen, Nike* and other trademarks, which we license for certain product categories. References to brand names are to registered and common law trademarks owned by us or licensed to us by third parties and identified by italicizing the brand name. Please see Note 17, “Segment Data,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion of our reportable segments.

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 over 140 years. We have been listed on the New York Stock Exchange for over 100 years.

Our revenue was $8.7 billion in 2024, of which over 70% was generated outside of the United States. Our global iconic lifestyle brands, *TOMMY HILFIGER* and *Calvin Klein*, together generated over 95% of our revenue.

In addition to the *TOMMY HILFIGER* and *Calvin Klein* brands, which are owned, we also license the *Van Heusen, Nike* and other brands for certain product categories.

#### PVH+ Plan

At our April 2022 Investor Day, we introduced the PVH+ Plan, our multi-year, strategic plan to build *Calvin Klein* and *TOMMY HILFIGER* into the most desirable lifestyle brands in the world and make PVH one of the highest performing brand groups in our sector. Please refer to Item 1 of our Annual Report on Form 10-K for the year ended February 2, 2025 under the heading “Our Business Strategy” for a description of the plan.

RESULTS OF OPERATIONS

#### Investigation by China’s Ministry of Commerce

In September 2024, China’s Ministry of Commerce (“MOFCOM”) announced that it had initiated an investigation into our business under the Provisions of the List of Unreliable Entities (“UEL Provisions”). In October 2024, we submitted a written response to MOFCOM and, in December 2024, we submitted a supplementary response. In January 2025, MOFCOM issued a preliminary finding that PVH Corp. had violated normal market trading principles and in February it announced its determination and placed PVH Corp. on the List of Unreliable Entities (“UEL”). We do not know if or when MOFCOM will implement any measures as a result of the listing or what they will be if any are imposed. Approximately 6% and 20% of our revenue and income before interest and taxes, respectively, were generated in China in 2024. Furthermore, if, as a result of any such measures, it is necessary for us to cease certain or all operations in China, it may result in charges related to excess inventory and difficulty collecting trade receivables, among other things. We may also incur material non-cash impairment charges if we are unable to recover the carrying value of our indefinite-lived intangible assets and long-lived assets. Please see our risk factor “*China’s Ministry of Commerce (“MOFCOM”) conducted an investigation into our business which resulted in PVH Corp. being placed on the List of Unreliable Entities (“UEL”) and could result in fines or restrictions on our ability to do business in China, which could have a material adverse effect on our revenue and results of operations”* in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended February 2, 2025 for additional information.

#### Macroeconomic Environment

Inflation and other macroeconomic pressures, such as recently enacted tariffs on goods imported into the United States, elevated interest rates and recession fears, continue to create a complex and challenging retail environment, particularly in North

America. Macroeconomic factors have had and may continue to have a negative impact on consumer demand for apparel and related products globally.

In April 2025, the United States government announced additional tariffs on goods imported into the United States, including an incremental 10% tariff on products imported from most countries, with the potential for these incremental tariffs to increase significantly. In response, many countries have announced or are otherwise considering retaliatory tariffs on United States exports and other trade restrictions. These actions have led to significant volatility and uncertainty in global markets. We continue to analyze the impact of the proposed additional incremental tariffs on our business and are taking steps to mitigate our tariff exposure to the extent possible. Mitigation strategies may include further sourcing optimization, negotiations with our vendors, and pricing actions.

We currently expect the recently enacted tariffs currently in place for goods coming into the U.S. will have an estimated net negative impact on our full year 2025 gross profit, including an unmitigated impact of approximately $65 million and a partially offsetting impact from planned mitigation actions, primarily in the second half of the year. However, the duration, magnitude and scope of any additional tariffs are difficult to predict, along with the extent (if any) to which we will be able to offset the impact through our mitigation efforts.

There is significant uncertainty with respect to global trade policies and the related impact on the broader macroeconomic environment, as well as the impact of inflation and other macroeconomic factors, and foreign currency volatility. Our 2025 outlook assumes no material worsening of current conditions. Our revenue and earnings in 2025 may be subject to significant material change as a result of these and other macroeconomic factors.

#### 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, handbags, accessories, footwear and other related products under owned and licensed trademarks, and (ii) the sale of certain of these products through (a) approximately 1,350 Company-operated free-standing store locations worldwide under our *TOMMY HILFIGER* and *Calvin Klein* trademarks, (b) approximately 1,450 Company-operated shop-in-shop/concession locations worldwide under our *TOMMY HILFIGER* and *Calvin Klein* trademarks, and (c) digital commerce sites worldwide, under our *TOMMY HILFIGER* and *Calvin Klein* trademarks. Additionally, we generate royalty, advertising and other revenue from fees for licensing the use of our trademarks.

Effective February 3, 2025, the first day of 2025, we changed our reportable segments to be region-focused to align with changes in our business and organizational structure. Our new reportable segments are: (i) EMEA, (ii) Americas, (iii) APAC, and (iv) Licensing. Our historical segment results have been recast to reflect the new organizational structure. Please see Note 17, “Segment Data,” in the Notes to Consolidated Financial Statements included in Part I, Item I of this report for further discussion of our reportable segments.

The following actions, transactions and events have impacted our results of operations and the comparability among the periods, including our full year 2025 expectations as compared to the full year 2024, as discussed below:

- We recorded pre-tax noncash goodwill and other intangible impairment charges of $480 million in the first quarter of 2025 in conjunction with interim goodwill and other intangible assets impairment tests. The impairments were primarily due to a significant increase in discount rates. Please see Note 6, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Part I, Item I of this report for further discussion.
- We embarked on a multi-year initiative beginning in the second quarter of 2024 to simplify our operating model by centralizing certain processes, and improving systems and automation to drive more efficient and cost-effective ways of working across the organization (the “Growth Driver 5 Actions”). The initiative is expected to result in annual cost savings of approximately $200 million to $300 million, net of continued strategic investments by 2026, with the actions to support it largely completed by the end of 2025. We recorded pre-tax costs of $13 million during the first quarter of 2025 in connection with this initiative consisting principally of severance. We expect to incur additional costs in 2025, however the additional costs cannot be quantified at this time. Please see Note 15, “Exit Activity Costs,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.
- We completed the sale of our *Warner’s, Olga* and *True&Co.* women’s intimates businesses, including net assets with a carrying value of $140 million, to Basic Resources on November 27, 2023 (the “Heritage Brands intimates transaction”) for net proceeds of $156 million. We recorded a pre-tax gain on the sale of $15 million in the fourth quarter of 2023 in connection with the closing of the transaction and recorded an incremental gain of $10 million in the

first quarter of 2024 due to the accelerated realization of the earnout provided for in the agreement with Basic Resources. Please see Note 5, Divestitures,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

We extended in 2022 most of our licensing agreements with G-III for *Calvin Klein* and *TOMMY HILFIGER* in the United States and Canada, largely pertaining to the women’s apparel product categories sold at wholesale in North America. These agreements now have staggered expirations through 2027, the first of which occurred at the end of calendar 2023. Upon expiration, we have been bringing and intend to continue to bring in house a significant portion of the licensed product categories and directly operate these businesses. The expiration of these licenses and the transition of previously licensed women’s product categories in house did not have a material impact on our revenue and net income in 2024. In 2025, the transition of previously licensed product categories in house is expected to result in a less than 1% increase to our revenue and an approximately 50 basis point decline in our gross margin.

Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk. Our results of operations in local foreign currencies are translated into United States dollars using an average exchange rate over the representative period. Accordingly, our results of operations are unfavorably impacted during times of a strengthening United States dollar against the foreign currencies in which we generate significant revenue and earnings and favorably impacted during times of a weakening United States dollar against those currencies. Over 70% of our 2024 revenue was subject to foreign currency translation. We currently expect that the translational impact of foreign currency on our 2025 revenue and net income as compared to 2024 will be immaterial.

There also is a transactional impact of foreign exchange because our foreign subsidiaries purchase inventory in a currency other than their functional currency. We use foreign currency forward contracts to hedge against a portion of the exposure related to this transactional impact. We enter into these contracts up to 15 months in advance for a portion of the projected inventory purchases and may enter into incremental contracts leading up to the time the inventory purchases occur. The impact of foreign currency fluctuations on the cost of inventory purchases covered by these contracts is then realized in our results of operations as the underlying inventory hedged by the contracts is sold. We currently expect the transactional impact of foreign currency on our 2025 net income as compared to 2024 will be immaterial.

We also have exposure to changes in foreign currency exchange rates related to our €1.125 billion aggregate principal amount of senior notes that are held in the United States. The strengthening of the United States dollar against the euro would require us to use a lower amount of our cash flows from operations to pay interest and make long-term debt repayments, whereas the weakening of the United States dollar against the euro would require us to use a greater amount of our cash flows from operations to pay interest and make long-term debt repayments. We designated the par value of these senior notes issued by PVH Corp., a U.S.-based entity, as net investment hedges of our investments in certain of our foreign subsidiaries that use the euro as their functional currency. In addition, we entered into multiple fixed-to-fixed cross-currency swap contracts in 2023, which, in aggregate, economically convert our $500 million principal amount of 4 5/8% senior notes due 2025 from a United States dollar-denominated obligation to a euro-denominated obligation of €457.2 million. We also designated these cross-currency swap contracts 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 and cross-currency swaps at the end of each period is recorded in equity. Please see Note 10, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

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 direct-to-consumer businesses tend to generate higher levels of sales in the fourth quarter. Licensing revenue tends to be earned somewhat evenly throughout the year, although the third quarter tends to have the highest level of revenue due to higher sales by licensees in advance of the holiday selling season. We expect this seasonal pattern will generally continue. Working capital requirements vary throughout the year to support these seasonal patterns and business trends.

Due to the above seasonal factors, our results of operations for the thirteen weeks ended May 4, 2025 are not necessarily indicative of those for a full fiscal year.

#### Thirteen Weeks Ended May 4, 2025 Compared With Thirteen Weeks Ended May 5, 2024

The following table summarizes our consolidated statements of operations for the first quarter of 2025 compared to the prior year period:

*(Dollars in Millions)*

|  | Thirteen Weeks Ended May 4, 2025 | May 5, 2024 | $ change | % / bps change |
| --- | ---: | ---: | ---: | --- |
| Revenue | $1,984 | $1,952 | $32 | 2% |
| Gross profit | 1,162 | 1,199 | (37) | (3)% |
| % of revenue | 58.6% | 61.4% |  | (280) bps |
| Selling, general and administrative expenses | 1,024 | 1,017 | 7 | 1% |
| % of revenue | 51.6% | 52.1% |  | (50) bps |
| Goodwill and other intangible asset impairments | 480 | — | — | NM |
| Non-service related pension and postretirement (cost) income | (1) | 0 | (1) | NM |
| Other gain | — | 10 | (10) | NM |
| Equity in net income of unconsolidated affiliates | 10 | 13 | (3) | (20)% |
| (Loss) income before interest and taxes | (332) | 205 | (537) | NM |
| % of revenue | (16.7)% | 10.5% |  | NM |
| Interest expense, net | 17 | 18 | 0 | (2)% |
| (Loss) income before taxes | (350) | 187 | (537) | NM |
| Income tax (benefit) expense | (305) | 36 | (341) | NM |
| Effective tax rate | 87.2% | 19.2% |  | NM |
| Net (loss) income | $(45) | $151 | $(196) | NM |

NM - not meaningful

#### Total Revenue

Total revenue in the first quarter of 2025 was $1.984 billion compared to $1.952 billion in the first quarter of the prior year. The overall increase in revenue of $32 million, or 2%, included an immaterial impact of foreign currency translation.

*Revenue by Segment:*

- *EMEA -* Revenue increased $45 million, or 5%, compared to the prior year period, including a positive impact of $5 million, or 1%, related to foreign currency translation, driven by growth in both the wholesale and direct-to-consumer businesses.
- *Americas -* Revenue increased $39 million, or 7%, compared to the prior year period, including a negative impact of $5 million, or 1%, related to foreign currency translation, driven by growth in the wholesale business partially offset by a mid single-digit decline in the direct-to-consumer business. The increase in wholesale revenue included the transition of previously licensed women’s product categories in house and the impact of a shift in the timing of wholesale shipments from the second half into the first half of 2025 as compared to the prior year.
- *APAC -* Revenue decreased $51 million, or 13%, compared to the prior year period, including a negative impact of $5 million, or 1%, related to foreign currency translation, primarily due to an approximately 3% decline resulting from the timing of the Lunar New Year shopping period, which was primarily in the fourth quarter of 2024, and a challenging consumer environment in the region, particularly in China.
- *Licensing –* Revenue decreased $2 million, or 2%, compared to the prior year period due to the transition of certain previously licensed women’s product categories in house.

*Revenue by Brand:*

- *Tommy Hilfiger* - Revenue increased 3% compared to the prior year period driven by growth in EMEA and Americas. The impact of foreign currency translation in the first quarter of 2025 on our Tommy Hilfiger business was immaterial.
- *Calvin Klein* - Revenue was flat compared to the prior year period, including a 1% negative foreign currency impact.

#### Revenue by Channel:

- *Direct-to-consumer* - Revenue decreased 3% compared to the prior year period. The impact of foreign currency translation in the first quarter of 2025 on our direct-to-consumer revenue was immaterial.
- *Owned and operated retail stores* - Revenue decreased 5% compared to the prior year period, as growth in EMEA was more than offset by declines in Americas and APAC primarily due to the challenging consumer environment in those regions.
- *Owned and operated digital commerce* - Revenue increased 3% compared to the prior year period driven by growth in Americas.
- *Wholesale* - Revenue increased 6% compared to the prior year period driven by the increases in Americas and EMEA discussed above. The impact of foreign currency translation in the first quarter of 2025 on our wholesale distribution revenue was immaterial.

We currently expect revenue for the full year 2025 will be flat to increase slightly compared to 2024. The impact of foreign currency translation on our revenue for full year 2025 is expected to be immaterial.

#### 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, inspection costs and other product procurement related charges. Also included as cost of goods sold are the amounts recognized on foreign currency forward contracts as the underlying inventory hedged by such forward exchange contracts is sold. Warehousing and distribution expenses are included in selling, general and administrative (“SG&A”) expenses. Revenue from licensing the use of our trademarks is included in gross profit because there is no cost of goods sold associated with such revenue. As a result, our gross profit may not be comparable to that of other entities.

Gross profit in the first quarter of 2025 was $1.162 billion, or 58.6% of total revenue, compared to $1.199 billion, or 61.4% of total revenue, in the first quarter of the prior year. Approximately 50 basis points of the decline was due to the transition of previously licensed product categories into our directly operated wholesale business, as revenue through our wholesale distribution channel carries lower gross margins. The remaining 230 basis point decrease was driven by (i) an unfavorable shift in channel mix driven by a change in mix of shipments within the wholesale channel as well as an overall change in the revenue mix between our wholesale channel and our direct-to-consumer channel, as our wholesale channel was a larger proportion of revenue in the first quarter of 2025 than in 2024 and carries lower gross margins, (ii) an increase in promotional selling as compared to the prior year period, and (iii), higher freight costs and incremental discounts provided to customers in the first quarter of 2025 to address the impact of *Calvin Klein* product delivery delays.

We currently expect that gross margin for the full year 2025 will decrease by approximately 250 basis points compared to 2024, including the approximately 50 basis point decline expected in connection with the above-mentioned transition of previously licensed product categories into our directly operated wholesale business. The remaining approximately 200 basis point decrease is primarily as a result of (i) an estimated net negative impact of the recently enacted tariffs that are currently in place for goods coming into the United States, including an unmitigated impact of approximately 80 basis points and a partially offsetting impact from planned mitigation actions, (ii) an increase in promotional selling as compared to the prior year, and (iii) the impact of a change in the revenue mix between our segments as compared to 2024, as our Americas segment revenue is expected to be a larger proportion of total revenue in 2025 than in 2024 and carries lower gross margins.

#### SG&A Expenses

SG&A expenses in the first quarter of 2025 were $1.024 billion, or 51.6% of total revenue, compared to $1.017 billion, or 52.1% of total revenue, in the first quarter of the prior year. The 50 basis point decrease was primarily driven by (i) the favorable impact of the Growth Driver 5 Actions, (ii) the impact of a change in the revenue mix between our wholesale distribution channel and our direct-to-consumer distribution channel, as our wholesale distribution channel was a larger proportion of revenue in the first quarter of 2025 than in 2024 and carries lower SG&A expenses as a percentage of total revenue, partially offset by (iii) restructuring costs incurred in the first quarter of 2025 in connection with the Growth Driver 5 Actions, and (iv) an unfavorable transactional impact of foreign exchange in SG&A expenses.

We currently expect that SG&A expenses as a percentage of revenue in 2025 will decrease approximately 200 basis points compared to 2024. Our expectation for 2025 includes decreases primarily as a result of (i) the favorable impact of the Growth Driver 5 Actions and (ii) the non-recurrence of costs incurred in connection with the Mr. Hilfiger amendment. Our expectation for full year 2025 does not include restructuring costs incurred in the thirteen weeks ended May 4, 2025 or expected to be incurred during the remainder of 2025 in connection with Growth Driver 5 Actions, as the full year impact of these costs cannot be quantified at this time.

#### Goodwill and Other Intangible Asset Impairments

We recorded noncash impairment charges of $480 million during the first quarter of 2025 in conjunction with interim goodwill and other intangible assets impairment tests, including $426 million related to goodwill and $54 million related to our Australia reacquired perpetual license rights, which were primarily due to a significant increase in discount rates. Please see Note 6, “Goodwill and Other Intangible Assets,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion of these impairments.

#### Non-Service Related Pension and Postretirement (Cost) Income

Non-service related pension and postretirement (cost) income in the first quarter of 2025 was cost of $(1) million as compared to income of approximately $500,000 in the first quarter of the prior year. Please see Note 7, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

Non-service related pension and postretirement (cost) income recorded throughout the year is calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions. Differences between estimated and actual results give rise to gains and losses that are recorded immediately in earnings, generally in the fourth quarter of the year, which can create volatility in our results of operations. We currently expect that non-service related pension and postretirement income for the full year 2025 will be immaterial. However, our expectation of 2025 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 2025. We may record a significant actuarial gain or loss in 2025 if there is a significant increase or decrease in discount rates, respectively, or if there is a difference between the actual and expected return on plan assets. As such, our actual 2025 non-service related pension and postretirement income may be significantly different than our projections.

#### Other Gain

We recorded a gain of $10 million in the first quarter of 2024 in connection with the Heritage Brands intimates transaction, due to the accelerated realization of the earnout provided for in the agreement with Basic Resources. Please see Note 5, “Divestitures,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

#### Equity in Net Income of Unconsolidated Affiliates

The equity in net income of unconsolidated affiliates was $10 million in the first quarter of 2025 compared to $13 million in the first quarter of the prior year. These amounts relate to our share of income (loss) from (i) our joint venture for the *TOMMY HILFIGER* and *Calvin Klein* brands, and certain licensed trademarks in Mexico, (ii) our joint venture for the *TOMMY HILFIGER* and *Calvin Klein* brands in India, (iii) our joint venture for the *TOMMY HILFIGER* brand in Brazil and (iv) our PVH Legwear LLC joint venture for the *TOMMY HILFIGER* and *Calvin Klein* brands and certain licensed trademarks in the United States and Canada. Our investments in the joint ventures are being accounted for under the equity method of accounting.

We currently expect that our equity in net income of unconsolidated affiliates for full year 2025 will be relatively flat as compared to full year 2024.

#### (Loss) Income Before Interest and Taxes

(Loss) income before interest and taxes in the first quarter of 2025 was $(332) million, or (16.7)%, of total revenue, compared to $205 million, or 10.5% of total revenue, in the first quarter of the prior year, and included changes in our segments’ income before interest and taxes and other reconciling items as follows:

- *EMEA -* Income before interest and taxes in the first quarter of 2025 was $149 million, or 16.1% of total revenue, compared to $149 million, or 16.9% of total revenue in the first quarter of the prior year. The 80 basis point decrease was driven by a gross margin decline partially offset by a decrease in SG&A expense as a percentage of revenue due in part to the leveraging of expenses resulting from the increase in revenue.
- *Americas -* Income before interest and taxes in the first quarter of 2025 was $61 million, or 10.0% of total revenue, compared to $67 million, or 11.7% of total revenue in the first quarter of the prior year. The 170 basis point decrease was driven by a gross margin decline partially offset by a decrease in SG&A expense as a percentage of revenue due in part to the leveraging of expenses resulting from the increase in revenue.
- *APAC -* Income before interest and taxes in the first quarter of 2025 was $79 million, or 22.5% of total revenue, compared to $102 million, or 25.3% of total revenue in the first quarter of the prior year. The 280 basis point decrease was driven by a gross margin decline and an increase in SG&A expense as a percentage of revenue driven by the deleveraging of expenses resulting from the decline in revenue.
- *Licensing -* Income before interest and taxes was relatively flat compared to the prior year period.
- *Corporate and other* costs increased $7 million compared to the prior year period due to an increase in global brand costs.
- *Restructuring and other* included $493 million of expenses in the first quarter of 2025, including the $480 million noncash goodwill and other intangible asset impairment charges and the $13 million of restructuring costs in connection with the Growth Driver 5 Actions, compared to a $10 million gain in the first quarter of the prior year related to the Heritage Brands intimates transaction.

#### Interest Expense, Net

Interest expense, net decreased to $17 million in the first quarter of 2025 from $18 million in the first quarter of the prior year.

Interest expense, net for the full year 2025 is currently expected to increase to approximately $85 million compared to $67 million in 2024, primarily due to the impact of funding the accelerated share repurchase (“ASR”) agreements we entered into in April 2025 to repurchase $500 million shares of our common stock. Please see the section entitled “Acquisition of Treasury Shares” within “Liquidity and Capital Resources” below for further discussion.

#### Income Tax (Benefit) Expense

The effective income tax rate for the first quarter of 2025 was 87.2% compared to 19.2% in the first quarter of the prior year.

The effective income tax rate for the first quarter of 2025 reflected a $(305) million income tax benefit recorded on $(350) million of pre-tax losses. The effective income tax rate for the first quarter of 2024 reflected a $36 million income tax expense recorded on $187 million of pre-tax income.

Our effective income tax rate for the first quarter of 2025 was higher than the prior year period primarily due to the impact of the $480 million pre-tax noncash goodwill and other intangible asset impairment charges, which were non-deductible for tax purposes and resulted in a 70.5% increase to our effective income tax rate. The pre-tax goodwill and other intangible asset impairment charges were factored into our annualized effective income tax rate and will have a continued impact on our quarterly effective tax rates for the remainder of 2025.

The goodwill and other intangible asset impairment charges in the first quarter of 2025 will also result in a significant increase to our full year 2025 effective income tax rate. Absent the impact of these impairment charges, we currently expect our effective income tax rate in 2025 will be approximately 22%.

We file income tax returns in more than 40 international jurisdictions each year. Our tax rate is influenced by several factors, including the mix of international and domestic pre-tax earnings, specific discrete transactions and events, new regulations, audits by tax authorities, and new information received, These elements may lead to adjustments in both our estimate for uncertain tax positions and the overall effective tax rate.

LIQUIDITY AND CAPITAL RESOURCES

### Cash Flow Summary and Trends

Cash and cash equivalents at May 4, 2025 was $191 million, a decrease of $557 million from $748 million at February 2, 2025. The change in cash and cash equivalents included the impact of $561 million paid in connection with ASR agreements and open market purchases to repurchase common stock under the stock repurchase program (please see section entitled “Acquisition of Treasury Shares” below for further discussion). We ended the first quarter of 2025 with approximately $2 billion of borrowing capacity available under our various debt facilities. The seasonality of our business results in significant fluctuations in our cash balance between fiscal year end and subsequent interim periods due, in part, to the timing of inventory purchases and peak sales periods.

Cash flow for the full year 2025 will be impacted by various factors, including, as discussed further below in this “Liquidity and Capital Resources” section, (i) common stock repurchases made under our stock repurchase program of $561 million during the first quarter of 2025, (ii) projected capital expenditures of approximately $200 million and (iii) mandatory long-term debt repayments on our term loan under our 2022 senior unsecured credit facilities of approximately $12 million. Additionally, we are exploring alternatives, including refinancing, to fund the repayment of our $500 million senior unsecured notes due in 2025.

As of May 4, 2025, $149 million of cash and cash equivalents was held by international subsidiaries. Our intent is to reinvest indefinitely substantially all of our historical earnings in foreign subsidiaries outside of the United States in jurisdictions which we would expect to incur material tax costs upon the distribution of such amounts. It is not practicable to estimate the amount of tax that might be payable if these earnings were repatriated due to the complexities associated with the hypothetical calculation.

### Operations

Cash used by operating activities was $71 million in the first quarter of 2025, relatively flat compared to $67 million in the first quarter of 2024, as the change in inventory was offset by the related changes in payables. The increase in inventories in the current year period was primarily due to (a) an investment in core inventory and early receipts of summer season inventory to improve availability and (b) an increase in inventory to support the projected sales growth in the second quarter of 2025.

### Supply Chain Finance Program

We have a voluntary supply chain finance program (the “SCF program”) administered through a third party platform that provides our inventory suppliers with the opportunity to sell their receivables due from us to participating financial institutions in advance of the invoice due date, at the sole discretion of both the suppliers and the 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, which generally do not exceed 90 days, are not impacted by suppliers’ participation in the SCF program. Please see Note 19, “Other Comments,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion of our SCF program.

### Investments in Unconsolidated Affiliates

We received dividends of $26 million and $35 million from our investments in unconsolidated affiliates during the first quarters of 2025 and 2024, respectively. These dividends are included in our net cash used by operating activities in our Consolidated Statements of Cash Flows for the respective period.

### Heritage Brands Intimates Transaction

We completed the sale of our women’s intimates businesses conducted under the *Warner’s, Olga* and *True&Co.* trademarks to Basic Resources on November 27, 2023 for net proceeds of $156 million, which we received in the fourth quarter of 2023. Due to the accelerated realization of the earnout provided for in the agreement with Basic Resources that occurred during the first quarter of 2024, we received additional proceeds of $10 million, which was paid to us in installments through the first quarter of 2025. We received $2.5 million of the earnout during the first quarter of 2025, which was the final installment. Please see Note 5, “Divestitures,” in the Notes to Consolidated Financial Statements included in Item 8 of this report for further discussion.

### Capital Expenditures

Our capital expenditures in the first quarter of 2025 were $27 million compared to $39 million in the first quarter of 2024. We currently expect that capital expenditures for the full year 2025 will be approximately $200 million as compared to $159 million in 2024 and will primarily consist of (i) investments in (a) new stores and store renovations and (b) our information technology infrastructure worldwide, including information security, (ii) upgrades and enhancements to platforms and systems worldwide, including our digital commerce platforms, and (iii) enhancements to our warehouse and distribution network in Europe and North America.

### Dividends

Cash dividends paid on our common stock totaled $2 million in each of the first quarters of 2025 and 2024.

Additionally, we declared a $0.0375 per share dividend on our common stock in the first quarter of 2025 to be paid in the second quarter of 2025. We currently project that cash dividends paid on our common stock in 2025 will be approximately $8 million.

### Acquisition of Treasury Shares

The Board of Directors has authorized over time beginning in 2015 an aggregate $5 billion stock repurchase program through July 30, 2028. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as 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. Our share repurchases in excess of issuances are subject to a 1% excise tax enacted by the Inflation Reduction Act of 2022.

On April 1, 2025, we entered into ASR agreements with financial institutions to repurchase an aggregate of $500 million of our shares of common stock under our existing $5 billion stock repurchase authorization. We paid $500 million to the financial institutions and received initial deliveries of an aggregate of approximately 4.6 million shares of our common stock at a price of $76.43 per share, the closing share price of our common stock on April 1, 2025. The value of the shares delivered represented approximately 70% of the aggregate purchase price. The ASR agreements were funded with cash on hand and $115 million of short-term borrowings. The total number of shares ultimately purchased by us and the price paid per share will be determined upon final settlement and will be based on the daily volume-weighted average price of our common stock over the term of the ASR agreements, less a discount, and subject to customary adjustments pursuant to the terms and conditions of the ASR agreements. The final settlement of the transactions under the ASR agreements is expected to occur no later than the third quarter of 2025. The ASR agreements are accounted for as a share purchase transaction and forward stock purchase agreement indexed to our common stock.

In addition, during the first quarter of 2025, we purchased 0.8 million shares and during the first quarter of 2024, we purchased 1.8 million shares of our common stock under the program in open market transactions for $61 million and $200 million, respectively. Excise taxes of $4 million and $2 million were excluded from the share repurchases for these periods, including in respect of the initial deliveries under the ASR agreements. Purchases of $4 million that were accrued for in our Consolidated Balance Sheet as of February 2, 2025 were paid in the first quarter of 2025. As of May 4, 2025, the repurchased shares were held as treasury stock and $1.212 billion of the authorization remained available for future share repurchases, excluding excise taxes, as the excise taxes do not reduce the authorized amount remaining.

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

### Financing Arrangements

Our capital structure was as follows:

*(In millions)*

|  | 5/4/25 | 2/2/25 | 5/5/24 |
| --- | ---: | ---: | ---: |
| Short-term borrowings | $115 | $— | $— |
| Current portion of long-term debt | 512 | 511 | 12 |
| Finance lease obligations | 5 | 6 | 9 |
| Long-term debt | 1,720 | 1,580 | 2,146 |
| Stockholders’ equity | 4,618 | 5,141 | 5,059 |

In addition, we had $191 million, $748 million and $376 million of cash and cash equivalents as of May 4, 2025, February 2, 2025 and May 5, 2024, respectively.

#### Short-Term Borrowings

We have the ability to draw revolving borrowings under the senior unsecured credit facilities discussed below in the section entitled “2022 Senior Unsecured Credit Facilities.” We had no revolving borrowings outstanding under these facilities as of May 4, 2025.

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 $223 million based on exchange rates in effect on May 4, 2025 and are utilized primarily to fund working capital needs. We had no borrowings outstanding under these facilities as of May 4, 2025.

#### Commercial Paper

We have the ability to issue unsecured commercial paper notes with maturities that vary but do not exceed 397 days from the date of issuance primarily to fund working capital needs. We had $115 million of borrowings outstanding under the commercial paper note program as of May 4, 2025. The weighted average interest rate on funds borrowed under the program as of May 4, 2025 was 5.15%.

#### 2025 Unsecured Delayed Draw Term Loan Facilities

On April 4, 2025, we entered into a credit agreement that provides for a delayed draw term loan facility with aggregate lending commitments of $250 million for United States dollar-denominated senior unsecured term loans (the “April 4 facility”). On April 25, 2025, we entered into an additional credit agreement that provides for a delayed draw term loan facility with aggregate lending commitments of $450 million for United States dollar-denominated senior unsecured term loans (the “April 25 facility” and together with the April 4 facility, the “2025 facilities”). The 2025 facilities will mature on April 3, 2026. Debt issuance costs incurred during the first quarter of 2025 in connection with the 2025 facilities were immaterial.

The term loans under the April 4 facility may be funded in up to four borrowings prior to February 4, 2026, subject to a minimum borrowing requirement of $50 million. The term loans under the April 25 facility may be funded prior to October 17, 2025. If drawn upon, the borrowings on both facilities will primarily be used for working capital or other general corporate purposes, including refinancing our 4 5/8% senior notes due July 10, 2025. We will be required to reduce or prepay, as applicable, the commitments and/or borrowings under the April 25 facility following the receipt of net cash proceeds in respect of certain debt incurrences and equity issuances by us, in an amount equal to 100% of such net cash proceeds, as described in the terms of the April 25 facility. We have not drawn on the 2025 facilities, and the entire $700 million remained available for borrowing as of May 4, 2025. Any outstanding borrowings under the 2025 facilities would be prepayable at any time without penalty (other than customary breakage costs).

Term loans borrowed under the 2025 facilities will bear interest at a rate per annum equal to, at our option, either a base rate or a term secured overnight financing rate (“SOFR”) rate, calculated in a manner set forth in the 2025 facilities, plus an applicable margin. The applicable margin with respect to the 2025 facilities as of May 4, 2025 was 1.125% for loans bearing interest at the term SOFR rate and 0.125% for loans bearing interest at the base rate. The applicable margin is subject to adjustment (i) after the date of delivery of the compliance certificate and financial statements, with respect to each of our fiscal quarters, based upon our net leverage ratio or (ii) after the date of delivery of notice of a change in our public debt rating by Standard & Poor’s or Moody’s.

The 2025 facilities require us to comply with customary affirmative and negative covenants, including a maximum net leverage ratio, calculated in a manner set forth in the terms of each of the 2025 facilities.

The 2025 facilities contain customary events of default, including but not limited to, nonpayment; material inaccuracy of representations and warranties; violations of covenants; certain bankruptcies and liquidations; cross-default to material indebtedness; certain material judgments; certain events related to the Employee Retirement Income Security Act of 1974, as amended; and change of control (as defined in each of the 2025 facilities).

#### Finance Lease Obligations

Our cash payments for finance lease liabilities totaled $1 million in each of the first quarters of 2025 and 2024.

#### 2022 Senior Unsecured Credit Facilities

On December 9, 2022, we entered into senior unsecured credit facilities (the “2022 facilities”). The 2022 facilities consist of (a) a €441 million euro-denominated Term Loan A facility (the “Euro TLA facility”), (b) a $1.150 billion United States dollar-denominated multicurrency revolving credit facility (the “multicurrency revolving credit facility”), which is available in (i) United States dollars, (ii) Australian dollars (limited to A$50 million), (iii) Canadian dollars (limited to C$70 million), or (iv) euros, yen, pounds sterling, Swiss francs or other agreed foreign currencies (limited to €250 million), and (c) a $50 million United States dollar-denominated revolving credit facility available in United States dollars or Hong Kong dollars (together with the multicurrency revolving credit facility, the “revolving credit facilities”). The 2022 facilities are due on December 9, 2027.

We made payments of $3 million on our term loan under the 2022 facilities in each of the first quarters of 2025 and 2024. We currently expect to make total long-term debt repayments of approximately $12 million, subject to exchange rate fluctuations, for the full year 2025.

#### 3 5/8% Euro Senior Notes Due 2024

We had outstanding €525 million principal amount of 3 5/8% senior notes due July 15, 2024. We redeemed these notes on April 25, 2024 utilizing the net proceeds from the issuance of the €525 million principal amount of 4 1/8% senior notes due July 16, 2029 together with other available funds, as discussed below.

#### 4 5/8% Senior Notes Due 2025

We have outstanding $500.0 million principal amount of 4 5/8% senior notes due July 10, 2025. We may redeem some or all of these notes at any time prior to June 10, 2025 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, we may redeem some or all of these notes on or after June 10, 2025 at their principal amount plus any accrued and unpaid interest.

#### 3 1/8% Euro Senior Notes Due 2027

We have outstanding €600.0 million principal amount of 3 1/8% senior notes due December 15, 2027. We may redeem some or all of these notes at any time prior to September 15, 2027 by paying a “make whole” premium plus any accrued and unpaid interest. In addition, we may redeem some or all of these notes on or after September 15, 2027 at their principal amount plus any accrued and unpaid interest.

#### 4 1/8% Euro Senior Notes Due 2029

We issued on April 15, 2024 €525 million principal amount of 4 1/8% senior notes due July 16, 2029. We paid €5.4 million ($5.7 million based on exchange rates in effect on the payment date) of fees in connection with the issuance of the notes, which are being amortized over the term of the notes.

During the first quarter of 2025, we completed the allocation of an amount equal to 100% of the net proceeds of the offering to sustainable materials, which qualify as environmental Eligible Projects (as defined in our prospectus relating to the notes offering). During the first quarter of 2024, we utilized the net proceeds of the offering, together with other available funds, to redeem the €525 million principal amount of 3 5/8% senior notes due July 15, 2024, as discussed above.

We may redeem some or all of these notes at any time prior to April 16, 2029 by paying a “make whole” premium, plus any accrued and unpaid interest. In addition, we may redeem some or all of these notes on or after April 16, 2029, or all of these notes at any time in the event of certain developments affecting taxation, at their principal amount plus any accrued and unpaid interest.

Our financing arrangements contain financial and non-financial covenants and customary events of default. As of May 4, 2025, we were in compliance with all applicable financial and non-financial covenants under our financing arrangements.

As of May 4, 2025, our issuer credit was rated BBB- by Standard & Poor’s with a positive outlook and our corporate credit was rated Baa3 by Moody’s with a positive outlook, and our commercial paper was rated A-3 by Standard & Poor’s and P-3 by Moody’s. In assessing our credit strength, we believe that both Standard & Poor’s and Moody’s considered, among other things, our capital structure and financial policies, our consolidated balance sheet, our historical acquisition activity and other financial information, as well as industry and other qualitative factors.

Please see Note 8, “Debt,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for a schedule of mandatory long-term debt repayments for the remainder of 2025 through 2030.

Please see Note 7 “Debt,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended February 2, 2025 for further discussion of our debt.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are based on the selection and application of significant accounting policies, which require management to make significant estimates and assumptions. Our significant accounting policies are outlined in Note 1, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended February 2, 2025. During the first quarter of 2025, there were no significant changes to our critical accounting policies from those described in our Annual Report on Form 10-K for the year ended February 2, 2025.

## Market risk

As filed, 8,216 characters.

Financial instruments held by us as of May 4, 2025 primarily include cash and cash equivalents, short-term borrowings, long-term debt, foreign currency forward contracts and cross-currency swap contracts. Note 11, “Fair Value Measurements,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report outlines the fair value of our financial instruments as of May 4, 2025. Cash and cash equivalents held by us are affected by short-term interest rates. Given our balance of cash and cash equivalents at May 4, 2025, the effect of a 10 basis point change in short-term interest rates on our interest income would be approximately $0.2 million annually. Borrowings under our senior unsecured term loan facility bear interest at a rate equal to an applicable margin plus a variable rate. As such, our senior unsecured term loan facility exposes us to market risk for changes in interest rates. As of May 4, 2025, 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 one-month EURIBOR. The effect of a 10 basis point change in the current one-month EURIBOR on our variable interest expense would be approximately $0.5 million annually. Please see “Liquidity and Capital Resources” in the Management’s Discussion and Analysis section included in Part I, Item 2 of this report for further discussion of our credit facilities.

Our Tommy Hilfiger and Calvin Klein businesses each have substantial international components that expose us to significant foreign exchange risk. Over 70% of our $8.7 billion of revenue in 2024 was generated outside of the United States. Changes in exchange rates between the United States dollar and other currencies can impact our financial results in two ways: a translational impact and a transactional impact.

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

We currently expect the translational impact of foreign currency on our 2025 revenue and net income as compared to 2024 will be immaterial.

During the thirteen weeks ended May 4, 2025, we recognized favorable foreign currency translation adjustments of $234 million within other comprehensive income (loss) principally driven by a weakening of the United States dollar since February 2, 2025 against the euro of 9%. Our foreign currency translation adjustments recorded in other comprehensive income (loss) are significantly impacted by the substantial amount of goodwill and other intangible assets denominated in the euro, which represented 45% of our $5.0 billion total goodwill and other intangible assets as of May 4, 2025. This translational impact was partially mitigated by the change in the fair value of our net investment hedges discussed below.

There is also a transactional impact of foreign exchange because our foreign subsidiaries purchase inventory in a currency other than their functional currency. We also have exposure to changes in foreign currency rates related to certain intercompany transactions and SG&A expenses. We currently use and plan to continue to use foreign currency forward 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. We enter into foreign currency forward contracts pertaining to these inventory transactions up to 15 months in advance for a portion of the projected purchases and may enter into incremental contracts leading up to the time the inventory purchases occur.

We currently expect the transactional impact of foreign currency on our 2025 net income as compared to 2024 will be immaterial.

Given our foreign currency forward contracts outstanding at May 4, 2025, the effect of a 10% change in foreign currency exchange rates against the United States dollar would result in a change in the fair value of these contracts of approximately $110 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 use both non-derivative instruments (the par value of certain of our foreign-denominated debt) and derivative instruments (cross-currency swap contracts), which we designate as net investment hedges. We designated the par value of our €1.125 billion aggregate principal amount of senior notes issued by PVH Corp., a U.S.-based entity, as net investment hedges of our investments in certain of our foreign subsidiaries that use the euro as their functional currency. In addition, we entered into multiple receive fixed-rate United States dollar-denominated interest and pay fixed-rate euro-denominated interest cross-currency swap contracts in 2023, which we also designated as net investment hedges of our investments in certain of our foreign subsidiaries that use the euro as their functional currency. Please see Note 10, “Derivative Financial Instruments,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

The effect of a 10% change in the euro against the United States dollar would result in a change in the fair value of the net investment hedges of approximately $180 million. Any change in the fair value of the net investment hedges would be more than offset by a change in the value of our investments in certain of our European subsidiaries. Additionally, during times of a strengthening United States dollar against the euro, we would be required to use a lower amount of our cash flows from operations to pay interest and make long-term debt repayments on our euro-denominated senior notes and to settle our cross-currency swap contracts, whereas during times of a weakening United States dollar against the euro, we would be required to use a greater amount of our cash flows from operations to pay interest and make long-term debt repayments on these notes and to settle our cross-currency swap contracts.

Included in the calculations of expense and liabilities for our pension plans are various assumptions, including return on assets, discount rates and mortality rates. 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 2025 net benefit cost related to the pension plans of approximately $4 million. Likewise, a 0.25% change in the assumed discount rate would result in a change to 2025 net benefit cost of approximately $16 million.

## Controls and procedures

As filed, 3,492 characters.

### Evaluation of Disclosure Controls and Procedure

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of May 4, 2025 due to a previously identified material weakness in internal control over financial reporting, as described in our Annual Report on Form 10-K for the year ended February 2, 2025.

Notwithstanding the previously identified material weakness, which management continues to implement measures designed to ensure the control deficiencies contributing to the material weakness are remediated, management believes that our consolidated financial statements included in this Quarterly Report on Form10-Q have been prepared in accordance with U.S. GAAP. Furthermore, our Chief Executive Officer and Chief Financial Officer have certified that, based on their knowledge, the financial statements, and other financial information included in this Quarterly Report on Form 10-Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented.

### Remediation of Material Weakness

As previously described in our Annual Report on Form 10-K for the year ended February 2, 2025, management has been implementing and continues to implement measures designed to ensure the control deficiencies contributing to the material weakness are remediated such that these controls are implemented and operating effectively.

We believe that these measures, when fully implemented, will remediate the material weakness. The weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We may also conclude that additional measures may be required to remediate the material weakness in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weakness expeditiously.

### Changes in Internal Control over Financial Reporting

Except for the remediation efforts described above in connection with the previously identified material weakness, there have been no changes in our internal control over financial reporting during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 338 characters.

Please refer to Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended February 2, 2025 for a description of certain significant risks and uncertainties to which our business, financial condition and results of operations are subject. There have been no material changes to these risk factors as of May 4, 2025.

Filed Jun 4, 2025.
Source: SEC EDGAR, the filing index for accession 0000078239-25-000052. Last ingested by Listed: Nov 2, 2026, 17:52 ET. No prices; not investment advice.