# PVH Corp.: Form 10-Q for the period ended Nov 2, 2025

- Company: [PVH Corp.](/companies/pvh.md) (CIK 78239)
- Form: 10-Q
- Filed: 2025-12-08
- Accepted by EDGAR: Dec 8, 2025, 20:22 ET
- Period: 2025-11-02
- Accession: 0000078239-25-000090
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/78239/000007823925000090/pvh-20251102.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/78239/000007823925000090/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-11-02.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-08-04 to 2025-11-02 | $2.29bn | us-gaap:Revenues |
| Revenue | 9 months, 2025-02-03 to 2025-11-02 | $6.45bn | us-gaap:Revenues |
| Cost of revenue | 3 months, 2025-08-04 to 2025-11-02 | $1.00bn | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2025-02-03 to 2025-11-02 | $2.74bn | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-08-04 to 2025-11-02 | $1.29bn | us-gaap:GrossProfit |
| Gross profit | 9 months, 2025-02-03 to 2025-11-02 | $3.71bn | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2025-08-04 to 2025-11-02 | $1.12bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2025-02-03 to 2025-11-02 | $3.27bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-08-04 to 2025-11-02 | $180.8m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-02-03 to 2025-11-02 | −$18.2m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-08-04 to 2025-11-02 | $23.2m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2025-02-03 to 2025-11-02 | $71.4m | us-gaap:InterestExpense |
| Income tax | 3 months, 2025-08-04 to 2025-11-02 | $156.1m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-02-03 to 2025-11-02 | −$261.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-08-04 to 2025-11-02 | $4.2m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-02-03 to 2025-11-02 | $183.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-08-04 to 2025-11-02 | $0.09 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-02-03 to 2025-11-02 | $3.72 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-08-04 to 2025-11-02 | $0.09 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-02-03 to 2025-11-02 | $3.76 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-08-04 to 2025-11-02 | 47,900,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-02-03 to 2025-11-02 | 49,300,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-02-03 to 2025-11-02 | $97.2m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2025-02-03 to 2025-11-02 | $98.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months, 2025-02-03 to 2025-11-02 | $577.2m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-11-02 | $158.2m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-11-02 | $3.28bn | us-gaap:AssetsCurrent |
| Total assets | at 2025-11-02 | $11.42bn | us-gaap:Assets |
| Current liabilities | at 2025-11-02 | $2.24bn | us-gaap:LiabilitiesCurrent |
| Long-term debt | at 2025-11-02 | $2.25bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-11-02 | $12.7m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2025-11-02 | $0 | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2025-11-02 | $4.88bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 69,338 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 historical segment results have been recast to reflect the new organizational structure. 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 multiyear, 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

#### Macroeconomic Environment

Inflation and other macroeconomic pressures, such as recently enacted tariffs on goods imported into the United States, elevated interest rates and the risk of recession, continue to create a complex and challenging retail environment globally, 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.

Beginning in the first quarter of 2025, the United States government announced additional tariffs on goods imported into the United States, with incremental tariffs on products imported from most countries and economic unions, and the potential for further increases and revisions or terminations to existing trade agreements. In response, some countries and economic unions 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 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, internal efficiencies to drive cost savings, optimizing our discount strategies and pricing actions.

We currently expect the tariffs currently in place for goods coming into the United States 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 which began in the third quarter and will more significantly take effect in the fourth quarter. 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 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.

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 multiyear 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 $80 million during the thirty-nine weeks ended November 2, 2025 in connection with this initiative consisting principally of severance. We recorded pre-tax costs of $24 million during 2024 in connection with this initiative, including $33 million of costs consisting principally of severance, which were partially offset by a $10 million gain on the sale of a warehouse and distribution center. 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 amended in September 2024 Mr. Tommy Hilfiger’s employment agreement, pursuant to which we made a cash buyout of a portion of the future payment obligation (the “Mr. Hilfiger amendment”). We recorded pre-tax costs of $51 million during the third quarter of 2024 in connection with the Mr. Hilfiger amendment.
- 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 Heritage Brands intimates 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 Apparel Group, Ltd. 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, and intend to continue to directly operate a significant portion of the businesses for the previously licensed product categories, with the remainder to be re-licensed to other third parties. 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. The results of operations of our foreign subsidiaries 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 our 2025 revenue and net income to increase by approximately $200 million and $20 million, respectively, due to the impact of foreign currency translation.

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 of payment for a portion of the projected inventory purchases and may enter into incremental contracts leading up to the time the payments 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 converted our $500 million principal amount of 4 5/8% senior notes due July 2025 from a United States dollar-denominated obligation to a euro-denominated obligation of €457.2 million. The cross currency swap contracts expired in July 2025, at which time we entered into new fixed-to-fixed cross-currency swap contracts. 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.

#### 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 supplemental 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.

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 and thirty-nine weeks ended November 2, 2025 are not necessarily indicative of those for a full fiscal year.

#### Thirteen Weeks Ended November 2, 2025 Compared With Thirteen Weeks Ended November 3, 2024

The following table summarizes our consolidated statements of operations for the thirteen weeks ended November 2, 2025 compared to the prior year period:

*(Dollars in Millions)*

|  | Thirteen Weeks Ended November 2, 2025 | November 3, 2024 | $ change | % / bps change |
| --- | ---: | ---: | ---: | --- |
| Revenue | $2,294 | $2,255 | $39 | 2% |
| Gross profit | 1,293 | 1,317 | (24) | (2)% |
| % of revenue | 56.3% | 58.4% |  | (210) bps |
| Selling, general and administrative expenses | 1,121 | 1,154 | (33) | (3)% |
| % of revenue | 48.9% | 51.2% |  | (230) bps |
| 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 | 11 | (1) | (6)% |
| Income before interest and taxes | 181 | 183 | (2) | (1)% |
| % of revenue | 7.9% | 8.1% |  | (20) bps |
| Interest expense, net | 21 | 16 | 4 | 27% |
| Income before taxes | 160 | 167 | (7) | (4)% |
| Income tax expense | 156 | 35 | (121) | NM |
| Effective tax rate | 97.4% | 21.0% |  | NM |
| Net income | $4 | $132 | $(128) | NM |

NM - not meaningful

#### Total Revenue

Total revenue in the third quarter of 2025 was $2.294 billion compared to $2.255 billion in the third quarter of the prior year. The overall increase in revenue of $39 million, or 2%, included a 3% positive impact of foreign currency translation.

*Revenue by Segment:*

- *EMEA –* Revenue increased $41 million, or 4%, compared to the prior year period, including a positive impact of $62 million, or 6%, related to foreign currency translation. Excluding the impact of foreign currency translation, the decrease in revenue was driven by declines in both the direct-to-consumer and wholesale businesses.
- *Americas –* Revenue increased $17 million, or 2%, compared to the prior year period, driven by growth in the wholesale business partially offset by a decrease in the direct-to-consumer business. The increase in wholesale revenue included the transition to in-house of previously licensed women’s product categories partially offset by the impact of a shift in the timing of wholesale shipments as compared to the prior year period, as shipments in the prior year were more heavily weighted to the third and fourth quarters. The impact of foreign currency translation on our Americas segment was not significant.
- *APAC –* Revenue decreased $6 million, or 1%, compared to the prior year period, including a negative impact of $4 million, or 1%, related to foreign currency translation. Excluding the impact of foreign currency translation, the increase in revenue in the direct-to-consumer business was offset by a decrease in wholesale revenue.
- *Licensing –* Revenue decreased $13 million, or 11%, compared to the prior year period, primarily due to the transition to in-house of certain previously licensed women’s product categories.

*Revenue by Brand:*

- *Tommy Hilfiger –* Revenue increased 1% compared to the prior year period including a 3% positive foreign currency impact.
- *Calvin Klein –* Revenue increased 2% compared to the prior year period, including a 2% positive foreign currency impact.

#### Revenue by Channel:

- *Direct-to-consumer –* Revenue was flat compared to the prior year period including a 1% positive foreign currency impact.
- *Owned and operated retail stores –* Revenue was flat compared to the prior year period, including a 2% positive foreign currency impact. Excluding the impact of foreign currency translation, growth in APAC was more than offset by declines in Americas and EMEA.
- *Owned and operated digital commerce –* Revenue increased 1% compared to the prior year period, including a 2% positive foreign currency impact. Excluding the impact of foreign currency translation, growth in Americas and APAC was offset by a decline in EMEA.
- *Wholesale –* Revenue increased 4% compared to the prior year period, including a 3% positive foreign currency impact. Excluding the impact of foreign currency translation, the increase in Americas was partially offset by the decreases in APAC and EMEA as discussed above.

#### 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 third quarter of 2025 was $1.293 billion, or 56.3% of total revenue, compared to $1.317 billion, or 58.4% of total revenue, in the third quarter of the prior year. Approximately 110 basis points of the decline was due to the unmitigated negative impact of the recently enacted tariffs that are currently in place for goods coming into the United States, and 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 40 basis point decrease was driven by (i) an increase in promotional selling as compared to the prior year period, and (ii) higher freight costs and incremental discounts provided to customers to address the impact of *Calvin Klein* product delivery delays. The effect of mitigation actions to address the impact of tariffs were immaterial in the quarter.

#### SG&A Expenses

SG&A expenses in the third quarter of 2025 were $1.121 billion, or 48.9% of total revenue, compared to $1.154 billion, or 51.2% of total revenue, in the third quarter of the prior year. The 230 basis point decrease was primarily driven by (i) the absence in the third quarter of 2025 of costs incurred in the third quarter of 2024 in connection with the Mr. Hilfiger amendment, (ii) cost savings resulting from the Growth Driver 5 Actions and (iii) cost efficiencies across the business as we take a disciplined approach to managing expenses, partially offset by (i) an increase in restructuring costs incurred in the third quarter of 2025 in connection with the Growth Driver 5 Actions compared to the prior year period, and (ii) an increased investment in marketing.

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

Non-service related pension and postretirement (cost) income in the third quarter of 2025 was a cost of $(1) million as compared to income of approximately $400,000 in the third 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.

#### Other Gain

We recorded a gain of $10 million related to the sale of a warehouse and distribution center in the third quarter of 2024 in connection with the Growth Driver 5 Actions. Please see Note 15, “Exit Activity Costs,” in the Notes to the 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 third quarter of 2025 compared to $11 million in the third 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.

#### Income Before Interest and Taxes

Income before interest and taxes in the third quarter of 2025 was $181 million, or 7.9%, of total revenue, compared to $183 million, or 8.1% of total revenue, in the third 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 third quarter of 2025 was $211 million, or 19.0% of total revenue, compared to $200 million, or 18.6% of total revenue in the third quarter of the prior year. The 40 basis point increase was driven by a decrease in SG&A expenses as a percentage of revenue primarily driven by savings resulting from the Growth Driver 5 Actions, partially offset by a gross margin decline.
- *Americas –* Income before interest and taxes in the third quarter of 2025 was $45 million, or 6.6% of total revenue, compared to $88 million, or 13.2% of total revenue in the third quarter of the prior year. The 660 basis point decrease was primarily driven by a gross margin decline, inclusive of the negative impact of the recently enacted tariffs that are currently in place for goods coming into the United States.
- *APAC –* Income before interest and taxes in the third quarter of 2025 was $74 million, or 18.8% of total revenue, compared to $72 million, or 18.1% of total revenue in the third quarter of the prior year. The 70 basis point increase was driven by an increase in gross margin and a decrease in SG&A expenses as a percentage of revenue.
- *Licensing –* Income before interest and taxes in the third quarter of 2025 was $87 million, an 8% decrease compared to $95 million in the prior year period, primarily due to the transition to in-house of certain previously licensed women’s product categories.
- *Corporate and other* costs were $215 million in the third quarter of 2025, a decrease of $3 million compared to $219 million in the prior year period, primarily due to a decrease in corporate costs which includes savings resulting from the Growth Driver 5 Actions along with other efficiencies. This decrease was partially offset by an increase in costs relating to our global brands, primarily due to an increased investment in marketing.
- *Restructuring and other items* included $22 million of restructuring costs in the third quarter of 2025 in connection with the Growth Driver 5 Actions. Restructuring and other items in the third quarter of 2024 included (i) $51 million of costs incurred in connection with the Mr. Hilfiger amendment and (ii) $3 million of net expenses in connection with the Growth Driver 5 Actions.

#### Interest Expense, Net

Interest expense, net increased to $21 million in the third quarter of 2025 from $16 million in the third quarter of the prior year primarily due to the impact of 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 Expense

The effective income tax rate for the third quarter of 2025 was 97.4% compared to 21.0% in the third quarter of the prior year.

The effective income tax rate for the third quarter of 2025 reflected a $156 million income tax expense recorded on $160 million of pre-tax income. The effective income tax rate for the third quarter of 2024 reflected a $35 million income tax expense recorded on $167 million of pre-tax income.

The effective income tax rate for the third 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 recorded in the first quarter of 2025, which were non-deductible for tax purposes and factored into our annualized effective income tax rate, and resulted in a 71.0% increase to our effective income tax rate for the third quarter 2025.

#### Thirty-Nine Weeks Ended November 2, 2025 Compared With Thirty-Nine Weeks Ended November 3, 2024

The following table summarizes our consolidated statements of operations for the thirty-nine weeks ended November 2, 2025 compared to the thirty-nine week period of the prior year:

*(Dollars in Millions)*

|  | Thirty-Nine Weeks Ended November 2, 2025 | November 3, 2024 | $ change | % / bps change |
| --- | ---: | ---: | ---: | --- |
| Revenue | $6,445 | $6,281 | $164 | 3% |
| Gross profit | 3,705 | 3,761 | (56) | (1)% |
| % of revenue | 57.5% | 59.9% |  | (240) bps |
| Selling, general and administrative expenses | 3,274 | 3,255 | 19 | 1% |
| % of revenue | 50.8% | 51.8% |  | (100) bps |
| Goodwill and other intangible asset impairments | 480 | — | 480 | NM |
| Non-service related pension and postretirement (cost) income | (3) | 1 | (4) | NM |
| Other gain | — | 20 | (20) | NM |
| Equity in net income of unconsolidated affiliates | 33 | 35 | (2) | (6)% |
| (Loss) income before interest and taxes | (18) | 562 | (580) | NM |
| % of revenue | (0.3)% | 8.9% |  | NM |
| Interest expense, net | 60 | 53 | 7 | 13% |
| (Loss) income before taxes | (78) | 509 | (587) | NM |
| Income tax (benefit) expense | (262) | 68 | (330) | NM |
| Effective tax rate | 335.1% | 13.3% |  | NM |
| Net income | $184 | $441 | $(258) | (58)% |

NM - not meaningful

#### Total Revenue

Total revenue in the thirty-nine weeks ended November 2, 2025 was $6.445 billion compared to $6.281 billion in the thirty-nine week period of the prior year. The overall increase in revenue of $164 million, or 3%, included a 2% positive impact of foreign currency translation.

*Revenue by Segment:*

- *EMEA –* Revenue increased $120 million, or 4%, compared to the thirty-nine week period of the prior year, including a positive impact of $131 million, or 4%, related to foreign currency translation. Excluding the impact of foreign currency translation, revenue was relatively flat in both the direct-to-consumer and wholesale businesses.
- *Americas –* Revenue increased $122 million, or 7%, compared to the thirty-nine week period of the prior year, driven by growth in the wholesale business partially offset by a low single-digit decline in the direct-to-consumer business. The increase in wholesale revenue included (i) the transition to in-house of previously licensed women’s product categories and (ii) the impact of a shift in the timing of wholesale shipments as compared to the prior year period, as shipments in the prior year were more heavily weighted to the third and fourth quarters. The impact of foreign currency translation on our Americas segment was not significant.
- *APAC –* Revenue decreased $61 million, or 5%, compared to the thirty-nine week period of the prior year, driven by decreases in both the direct-to-consumer and wholesale businesses, primarily due to a challenging consumer environment in the region, particularly in the first half of the year. The impact of foreign currency translation on our APAC segment was not significant.
- *Licensing –* Revenue decreased $17 million, or 5%, compared to the thirty-nine week period of the prior year, primarily due to the transition to in-house of certain previously licensed women’s product categories.

*Revenue by Brand:*

- *Tommy Hilfiger –* Revenue increased 3% compared to the thirty-nine week period of the prior year, including a 2% positive foreign currency impact.
- *Calvin Klein –* Revenue increased 3% compared to the thirty-nine week period of the prior year, including a 1% positive foreign currency impact.

#### Revenue by Channel:

- *Direct-to-consumer –* Revenue was flat compared to the thirty-nine week period of the prior year, including a 2% positive foreign currency impact.
- *Owned and operated retail stores –* Revenue was flat compared to the thirty-nine week period of the prior year, including a 2% positive foreign currency impact. Excluding the impact of foreign currency translation, 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 thirty-nine week period of the prior year, including a 2% positive foreign currency impact. Excluding the impact of foreign currency translation, growth in Americas and APAC was partially offset by a decline in EMEA.
- *Wholesale –* Revenue increased 5% compared to the thirty-nine week period of the prior year, including a 2% positive foreign currency impact, primarily driven by the increase in Americas discussed above.

We currently expect revenue for the fourth quarter of 2025 will increase slightly to low single-digits compared to the fourth quarter of 2024, inclusive of a positive impact related to foreign currency translation. Excluding the impact of foreign currency translation, we currently expect revenue for the fourth quarter 2025 to decrease slightly.

We currently expect revenue for the full year 2025 will increase low single-digits compared to 2024, inclusive of a positive impact related to foreign currency translation. Excluding the impact of foreign currency translation, we currently expect revenue for the full year 2025 to be flat to increase slightly.

#### Gross Profit

Gross profit in the thirty-nine weeks ended November 2, 2025 was $3.705 billion, or 57.5% of total revenue, compared to $3.761 billion, or 59.9% of total revenue, in the thirty-nine week period 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, and approximately 50 basis points of the decline was due to the unmitigated negative impact of the recently enacted tariffs that are currently in place for goods coming into the United States. The remaining 140 basis point decrease was driven by (i) an increase in promotional selling as compared to the prior year period, (ii) a 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 thirty-nine week period of 2025 than in 2024 and carries lower gross margins, and (iii) higher freight costs and incremental discounts provided to customers to address the impact of *Calvin Klein* product delivery delays. The effect of mitigation actions to address the impact of tariffs were immaterial in the thirty-nine weeks ended November 2, 2025.

We currently expect that gross margin for the full year 2025 will decrease by approximately 250 basis points compared to 2024, including (i) the approximately 80 basis point unmitigated negative impact of the tariffs that are currently in place for goods coming into the United States, with a more significant unmitigated impact expected in the fourth quarter of 2025 due to the effective dates of tariffs and applicable rates and the increase in the percentage of inventory subject to tariffs that is expected to be sold and (ii) 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 120 basis point decrease is primarily as a result of (i) an increase in promotional selling as compared to the prior year, with a less significant impact expected in the fourth quarter of 2025 and (ii) higher freight costs and incremental discounts provided to customers to address the impact of *Calvin Klein* product delivery delays, partially offset by planned mitigation actions to address the impact of tariffs.

#### SG&A Expenses

SG&A expenses in the thirty-nine weeks ended November 2, 2025 were $3.274 billion, or 50.8% of total revenue, compared to $3.255 billion, or 51.8% of total revenue, in the thirty-nine week period of the prior year. The 100 basis point decrease was primarily driven by (i) the non-recurrence of costs incurred in the prior year period in connection with the Mr. Hilfiger amendment, (ii) cost savings resulting from the Growth Driver 5 Actions, and (iii) 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 thirty-nine week period of 2025 than in 2024 and carries lower SG&A expenses as a percentage of total revenue. These decreases were partially offset by a net increase in restructuring costs incurred in connection with the Growth Driver 5 Actions, with $80 million incurred in the thirty-nine week period of 2025 and $28 million incurred in the thirty-nine week period of the prior year.

We currently expect that SG&A expenses as a percentage of revenue for the fourth quarter of 2025 will decrease approximately 75 basis points compared to the fourth quarter of 2024 primarily as a result of the favorable impact of the Growth Driver 5 Actions, including (i) cost savings and (ii) the non-recurrence of restructuring costs incurred in the fourth quarter of 2024, as any further costs expected to be incurred during the fourth quarter of 2025 in connection with Growth Driver 5 Actions cannot be quantified at this time.

We currently expect that SG&A expenses as a percentage of revenue in the full year of 2025 will decrease approximately 200 basis points compared to the full year of 2024. The 200 basis point decrease for the full year 2025 does not include the impact of the $80 million of restructuring costs incurred in the thirty-nine weeks ended November 2, 2025, or any further costs expected to be incurred during the fourth quarter of 2025 in connection with Growth Driver 5 Actions, as the full year costs cannot be quantified at this time. Our expectation for the full year 2025 does include decreases primarily as a result of (i) the favorable impact of the cost savings due to the Growth Driver 5 Actions, and (ii) the non-recurrence of costs incurred in connection with the Mr. Hilfiger amendment.

#### 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 thirty-nine weeks ended November 2, 2025 was a cost of $3 million as compared to income of $1 million in the thirty-nine period 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 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.

We recorded a gain of $10 million related to the sale of a warehouse and distribution center in the third quarter of 2024 in connection with the Growth Driver 5 Actions. Please see Note 15, “Exit Activity Costs,” in the Notes to the 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 $33 million in the thirty-nine weeks ended November 2, 2025 compared to $35 million in the thirty-nine week period of the prior year. These amounts relate to our share of income (loss) from our unconsolidated affiliates as described in the thirteen weeks discussion above. Our investments in the joint ventures are being accounted for under the equity method of accounting.

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

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

(Loss) income before interest and taxes in the thirty-nine weeks ended November 2, 2025 was $(18) million, or (0.3)%, of total revenue, compared to $562 million, or 8.9% of total revenue, in the thirty-nine week period 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 thirty-nine weeks ended November 2, 2025 was $539 million, or 17.4% of total revenue, compared to $530 million, or 17.9% of total revenue in the thirty-nine week period of the prior year. The 50 basis point decrease was driven by a decrease in gross margin partially offset by a decrease in SG&A expenses as a percentage of revenue due to (i) the leveraging of expenses resulting from the increase in revenue and (ii) savings primarily resulting from the Growth Driver 5 Actions.
- *Americas –* Income before interest and taxes in the thirty-nine weeks ended November 2, 2025 was $180 million, or 9.1% of total revenue, compared to $235 million, or 12.7% of total revenue in the thirty-nine week period of the prior year. The 360 basis point decrease was driven by a gross margin decline inclusive of the negative impact of the recently enacted tariffs that are currently in place for goods coming into the United States, partially offset by a decrease in SG&A expenses as a percentage of revenue due to (i) savings primarily resulting from the Growth Driver 5 Actions and (ii) the leveraging of expenses resulting from the increase in revenue.
- *APAC –* Income before interest and taxes in the thirty-nine weeks ended November 2, 2025 was $204 million, or 18.9% of total revenue, compared to $235 million, or 20.6% of total revenue in the thirty-nine week period of the prior year. The 170 basis point decrease was primarily driven by an increase in SG&A expenses as a percentage of revenue driven by the deleveraging of expenses resulting from the decline in revenue.
- *Licensing –* Income before interest and taxes was $253 million in the thirty-nine weeks ended November 2, 2025, compared to $261 million in the thirty-nine week period of the prior year primarily due to the transition to in-house of certain previously licensed women’s product categories.
- *Corporate and other* costs were $634 million in the thirty-nine weeks ended November 2, 2025, a decrease of $6 million compared to $640 million in the thirty-nine week period of the prior year, primarily due to a decrease in corporate costs which includes savings resulting from the Growth Driver 5 Actions along with other efficiencies. This decrease was partially offset by an increase in global brands costs.
- *Restructuring and other items* included $559 million of expenses in the thirty-nine weeks ended November 2, 2025, including (i) the $480 million noncash goodwill and other intangible asset impairment charges and (ii) the $80 million of restructuring costs in connection with the Growth Driver 5 Actions. Restructuring and other items included $59 million of net expenses in the prior year period, including (i) $51 million of costs in connection with the Mr. Hilfiger amendment, and (ii) $18 million of net restructuring costs related to the Growth Driver 5 Actions, partially offset by the $10 million gain related to the Heritage Brands intimates transaction.

#### Interest Expense, Net

Interest expense, net increased to $60 million in the thirty-nine weeks ended November 2, 2025 from $53 million in the thirty-nine week period of the prior year primarily due to the impact of the ASR agreements.

Interest expense, net for the fourth quarter and full year 2025 are currently expected to be approximately $20 million and approximately $80 million, respectively, an increase compared to $14 million and $67 million, respectively in 2024, primarily due to the impact of the ASR agreements.

#### Income Tax (Benefit) Expense

The effective income tax rate for the thirty-nine weeks ended November 2, 2025 was 335.1% compared to 13.3% in the thirty-nine week period of the prior year.

The effective income tax rate for the for the thirty-nine weeks ended November 2, 2025 reflected a $(262) million income tax benefit recorded on $(78) million of pre-tax losses. The effective income tax rate for the thirty-nine weeks ended November 3, 2024 reflected a $68 million income tax expense recorded on $509 million of pre-tax income.

The effective income tax rate for the thirty-nine weeks ended November 2, 2025 was higher than the prior year period primarily due to (i) the impact of the $480 million pre-tax noncash goodwill and other intangible asset impairment charges that were recorded during the first quarter of 2025, which were non-deductible for tax purposes and factored into our annualized effective income tax rate, and resulted in a 313.3% increase to our effective income tax rate, and (ii) the impact in the prior year period of a favorable change in our uncertain tax positions resulting in a benefit to our 2024 effective tax rate of 6.5% from the settlement of a multiyear audit in an international jurisdiction in the second quarter of 2024. Since the pre-tax goodwill and intangible asset impairment charges have been factored into our annualized effective income tax rate, they will continue to have an impact on our effective tax rate in the fourth quarter of 2025.

The goodwill and other intangible asset impairment charges recorded 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 for the full year 2025 will be approximately 22%.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law, introducing a broad range of tax reform provisions. We do not expect the enacted changes to materially affect our forecasted annual effective tax rate and will continue to monitor future guidance related to the OBBBA.

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 November 2, 2025 was $158 million, a decrease of $590 million from $748 million at February 2, 2025. The change in cash and cash equivalents included the impact of (i) $561 million paid in connection with ASR agreements and open market purchases to repurchase common stock under our stock repurchase program (please see section entitled “Acquisition of Treasury Shares” below for further discussion), (ii) the redemption of $500 million principal amount of 4 5/8% senior notes due 2025 and (iii) $494 million of net proceeds from the issuance of $500 million principal amount of 5 1/2% senior notes due 2030. We ended the third quarter of 2025 with approximately $1.7 billion of borrowing capacity available under our various debt facilities. The seasonality of our business results in significant fluctuations in our cash balance during our fiscal year due, in part, to the timing of inventory purchases and peak sales periods.

In addition to the items impacting our cash flow for 2025 discussed above, cash flow for the full year 2025 will also be impacted by various other factors, including, as discussed further below in this “Liquidity and Capital Resources” section, projected capital expenditures and mandatory long-term debt repayments on our term loan under our 2022 senior unsecured credit facilities.

As of November 2, 2025, $103 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 provided by operating activities was $97 million in the thirty-nine weeks ended November 2, 2025 compared to $254 million in the thirty-nine weeks ended November 3, 2024. The decrease in cash provided by operating activities as compared to the prior year period was primarily driven by a decrease in net income as adjusted for noncash charges.

### 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 $46 million and $42 million from our investments in unconsolidated affiliates during the thirty-nine weeks ended November 2, 2025 and November 3, 2024, respectively. These dividends are included in our net cash provided 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 equal quarterly installments through the first quarter of 2025. Please see Note 5, “Divestitures,” in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

### Sale of Warehouse and Distribution Center

We completed the sale of a warehouse and distribution center in the third quarter of 2024 for net proceeds of $10 million in connection with our multiyear initiative 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. Please see Note 15, “Exit Activity Costs,” in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this report for further discussion.

### Capital Expenditures

Our capital expenditures in the thirty-nine weeks ended November 2, 2025 were $98 million compared to $115 million in the thirty-nine weeks ended November 3, 2024. We currently expect that capital expenditures for the full year 2025 will be relatively flat 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 $6 million in each of the thirty-nine weeks ended November 2, 2025 and November 3, 2024.

Additionally, we declared a $0.0375 per share dividend on our common stock in the third quarter of 2025 to be paid in the fourth quarter of 2025. We currently project that cash dividends paid on our common stock in 2025 will be approximately $7 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 initial 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. During the third quarter of 2025, the ASR agreements were settled, and we received an aggregate of approximately 2.3 million of additional shares of our common stock. The total number of shares purchased under the ASR agreements was approximately 6.9 million shares at a price paid per share of $72.44, which was 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 ASR agreements were accounted for as a share purchase transaction and forward stock purchase agreement indexed to our common stock.

During the thirty-nine weeks ended November 2, 2025, we additionally purchased 0.8 million shares (all prior to the execution of the ASR agreements) and during the thirty-nine weeks ended November 3, 2024, we purchased 2.4 million shares of our common stock under the program in open market transactions for $61 million and $254 million, respectively. Excise taxes of $6 million and $2 million were excluded from the share repurchases for these periods, including in respect of the shares repurchased 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 November 2, 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 and performance share units to satisfy tax withholding requirements.

### Financing Arrangements

Our capital structure was as follows:

*(In millions)*

|  | 11/2/25 | 2/2/25 | 11/3/24 |
| --- | ---: | ---: | ---: |
| Short-term borrowings | $— | $— | $— |
| Current portion of long-term debt | 13 | 511 | 511 |
| Finance lease obligations | 3 | 6 | 7 |
| Long-term debt | 2,246 | 1,580 | 1,654 |
| Stockholders’ equity | 4,879 | 5,141 | 5,288 |

In addition, we had $158 million, $748 million and $560 million of cash and cash equivalents as of November 2, 2025, February 2, 2025 and November 3, 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 November 2, 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 $224 million based on exchange rates in effect on November 2, 2025 and are utilized primarily to fund working capital needs. We had no borrowings outstanding under these facilities as of November 2, 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 no borrowings outstanding under the commercial paper note program as of November 2, 2025.

#### 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 provided 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”).

The April 25 facility terminated by its terms during the second quarter of 2025 as a result of our issuance of the $500 million principal amount of 5 1/2% senior notes due June 13, 2030 discussed below. We had not drawn on the April 25 facility prior to its termination.

The April 4 facility will mature on April 3, 2026. 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. If drawn upon, the borrowings under the April 4 facility will primarily be used for working capital or other general corporate purposes. We have not drawn on the April 4 facility and the entire $250 million remained available for borrowing as of November 2, 2025. Any outstanding borrowings under the April 4 facility would be prepayable at any time without penalty (other than customary breakage costs).

Term loans borrowed under the April 4 facility, if any, 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 April 4 facility, plus an applicable margin. The applicable margin with respect to the April 4 facility as of November 2, 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 April 4 facility requires 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 the facility.

The facility also contains 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 the facility).

#### Finance Lease Obligations

Our cash payments for finance lease liabilities totaled $2 million and $3 million during the thirty-nine weeks ended November 2, 2025 and November 3, 2024, respectively.

#### 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, (b) a $1.150 billion United States dollar-denominated 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. The 2022 facilities are due on December 9, 2027.

We made payments totaling $9 million on our term loan under the 2022 facilities in each of the thirty-nine weeks ended November 2, 2025 and November 3, 2024. We currently expect to make total long-term debt repayments of approximately $13 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 had outstanding $500 million principal amount of 4 5/8% senior notes due July 10, 2025. We repaid these notes upon maturity utilizing the net proceeds from the issuance of the $500 million principal amount of 5 1/2% senior notes due June 13, 2030 together with other available funds, as discussed below.

#### 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, in advance of maturity, we may redeem the remaining outstanding notes beginning on 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 million ($6 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, in advance of maturity, we may redeem the remaining outstanding notes beginning on

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.

#### 5 1/2% Senior Notes Due 2030

We issued on June 13, 2025, $500 million principal amount of 5 1/2% senior notes due June 13, 2030. We paid $6 million of fees in connection with the issuance of the notes, which are being amortized over the term of the notes.

We utilized the net proceeds of the offering, together with other available funds, to repay the $500 million principal amount of 4 5/8% senior notes due July 10, 2025, as discussed above.

We may redeem some or all of these notes at any time prior to May 13, 2030 by paying a “make whole” premium, plus any accrued and unpaid interest. In addition, in advance of maturity, we may redeem the remaining outstanding notes beginning on May 13, 2030 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 November 2, 2025, we were in compliance with all applicable financial and non-financial covenants under our financing arrangements.

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

Please see Note 8, “Debt,” in the Notes to Consolidated Financial Statements included in 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.

### Additional Cash Requirements

During the second quarter of 2025, we executed lease extensions, generally for a term of 10 years, with certain retail outlet store landlords covering a significant portion of our North America store portfolio. The lease extensions increased our cash requirements by $874 million ($42 million for 2025; $173 million for 2026-2027, $168 million for 2028-2029; and $491 million thereafter).

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 thirty-nine weeks ended November 2, 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, 8,548 characters.

Financial instruments held by us as of November 2, 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 November 2, 2025. Cash and cash equivalents held by us are affected by short-term interest rates. Given our balance of cash and cash equivalents at November 2, 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 November 2, 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 of our foreign subsidiaries are translated into United States dollars using an average exchange rate over the representative period and the assets and liabilities of our foreign subsidiaries 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 our 2025 revenue and net income to increase by approximately $200 million and $20 million, respectively, due to the impact of foreign currency translation.

During the thirty-nine weeks ended November 2, 2025, we recognized favorable foreign currency translation adjustments of $294 million within other comprehensive income (loss) principally driven by a weakening of the United States dollar since February 2, 2025 against the euro of 11%. 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 46% of our $5.0 billion total goodwill and other intangible assets as of November 2, 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 of payment for a portion of the projected purchases and may enter into incremental contracts leading up to the time the payments 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 November 2, 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. The cross-currency swap contracts expired in July 2025, at which time we entered into new receive fixed-rate United States dollar-denominated interest and pay fixed-rate euro-denominated interest cross-currency swap contracts. 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. 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, 3,507 characters.

### Evaluation of Disclosure Controls and Procedures

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 November 2, 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 material 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, 343 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 November 2, 2025.

Filed Dec 8, 2025.
Source: SEC EDGAR, the filing index for accession 0000078239-25-000090. Last ingested by Listed: Oct 24, 2026, 14:53 ET. No prices; not investment advice.