Market Newsdesk

December 2, 2020 4:18 pm

Cannae Holdings, Inc. Announces Transition of Brent B. Bickett to Senior Advisor

Cannae Holdings, Inc. Announces Transition of Brent B. Bickett to Senior Advisor

LAS VEGAS–(BUSINESS WIRE)–
Cannae Holdings, Inc. (NYSE:CNNE) today announced that Brent B. Bickett will transition from his role as President of the Company to a role as a Senior Advisor to Cannae effective December 31, 2020.

“Brent has been the M&A leader for many of the companies I have been involved with over the past 21 years,” commented Chairman William P. Foley II. “I would like to thank Brent for his service to Cannae and I look forward to continuing to work with Brent in his new role.”

Brent Bickett added, “It has been an honor working with Bill on M&A transactions for the past 21 years. The journey has been incredibly fulfilling both professionally and personally and I look forward to continuing to assist Bill and the Cannae team on certain existing investments while also having the opportunity to pursue independent investment opportunities.”

About Cannae Holdings, Inc.

Cannae Holdings, Inc. (NYSE: CNNE) is engaged in actively managing and operating a group of companies and investments, as well as making additional majority and minority equity portfolio investments in businesses, in order to achieve superior financial performance and maximize the value of these assets. Cannae was founded and is led by investor William P. Foley, II. Foley is responsible for the creation and growth of over $100 Billion in publicly traded companies including Fidelity National Information Services (“FIS”), Fidelity National Financial (“FNF”), and Black Knight, Inc. (“BKI”). Cannae’s current principal holdings include Dun & Bradstreet Holdings, Inc. (“DNB”), which recently completed a successful business transformation and IPO. Cannae holds an approximately 18% interest in Dun & Bradstreet or ~76 million shares. Cannae’s second principal holding is Ceridian (“CDAY”), which Foley transformed from a legacy payroll bureau into a leading cloud based provider of human capital management software. Cannae owns approximately 9.5% of Ceridian representing ~14 million shares.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005911/en/

Jamie Lillis, Managing Director, Solebury Trout, 203-428-3223, [email protected]

Shannon Devine, VP, Solebury Trout, 203-428-3228, [email protected]

KEYWORDS: United States North America Nevada

INDUSTRY KEYWORDS: Finance Consulting Banking Professional Services Other Professional Services

MEDIA:

December 2, 2020 4:18 pm

VMware to Present at the Jefferies Cybersecurity Summit

VMware to Present at the Jefferies Cybersecurity Summit

PALO ALTO, Calif.–(BUSINESS WIRE)–
VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, today announced that Sanjay Poonen, VMware’s chief operating officer, customer operations, and Patrick Morley, VMware’s general manager, security, will present at the Jefferies cybersecurity summit on Thursday, December 10, 2020 at 7:00 a.m. PT/ 10:00 a.m. ET.

A live webcast will be available on VMware’s Investor Relations page at http://ir.vmware.com. The replay of the webcast will be available for two months.

About VMware

VMware software powers the world’s complex digital infrastructure. The company’s cloud, app modernization, networking, security, and digital workspace offerings help customers deliver any application on any cloud across any device. Headquartered in Palo Alto, California, VMware is committed to being a force for good, from its breakthrough technology innovations to its global impact. For more information, please visit https://www.vmware.com/company.html

Additional Information

VMware’s website is located at www.vmware.com, and its investor relations website is located at http://ir.vmware.com. VMware’s goal is to maintain the investor relations website as a portal through which investors can easily find or navigate to pertinent information about VMware, all of which is made available free of charge. The additional information includes materials that VMware files with the SEC; announcements of investor conferences and events at which its executives talk about VMware’s products, services and competitive strategies; webcasts of our quarterly earnings calls, investor conferences and events (archives of which are also available for a limited time); additional information on VMware’s financial metrics, including reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures; press releases on quarterly earnings, product and service announcements, legal developments and international news; corporate governance information; and other news, blogs and announcements that VMware may post from time to time that investors may find useful or interesting.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005925/en/

Sandra Kerrigan

VMware Investor Relations

[email protected]

Michael Thacker

VMware Global Communications

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Data Management Security Technology Telecommunications Mobile/Wireless Software Networks

MEDIA:

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December 2, 2020 4:18 pm

Equitable Holdings to Participate in the Goldman Sachs 2020 US Financial Services Conference

Equitable Holdings to Participate in the Goldman Sachs 2020 US Financial Services Conference

NEW YORK–(BUSINESS WIRE)–
Equitable Holdings, Inc. (NYSE: EQH) announced today that Anders Malmström, Senior Executive Vice President and Chief Financial Officer of Equitable Holdings, will participate in a fireside chat at the Goldman Sachs 2020 US Financial Services Conference on Wednesday, December 9, 2020 at 10:40 a.m. ET.

A live audio webcast will be accessible on the Equitable Holdings Investor Relations website at ir.equitableholdings.com. Please log on to the webcast at least 15 minutes prior to the event to download and install any necessary software. A replay will be made available on the Investor Relations website shortly following the conclusion of the live webcast.

ABOUT EQUITABLE HOLDINGS

Equitable Holdings, Inc. (NYSE: EQH) is a financial services holding company comprised of two complementary and well-established principal franchises, Equitable and AllianceBernstein. Founded in 1859, Equitable provides advice, protection and retirement strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers high-quality research and diversified investment services to institutional investors, individuals and private wealth clients in major world markets. Equitable Holdings has approximately 12,000 employees and financial professionals, $746 billion in assets under management (as of 9/30/2020) and more than 5 million client relationships globally.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005907/en/

Investor Relations:

Jessica Baehr: +1.212.314.2476

Media Relations:

Matt Asensio: +1.212.314.2010

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Consulting Banking Professional Services Finance

MEDIA:

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December 2, 2020 4:18 pm

PVH Corp. Reports 2020 Third Quarter Results and Provides Update Relating to the Impact of the Pandemic

PVH Corp. Reports 2020 Third Quarter Results and Provides Update Relating to the Impact of the Pandemic

Third quarter revenue and earnings exceeded the Company’s expectations, driven by strong performance in Europe and China
- Revenue decreased 18% to $2.118 billion (decreased 21% on a constant currency basis) compared to the prior year period, a sequential improvement compared to the percentage revenue decreases in the prior two quarters
- The Company’s revenue through digital channels grew 36%, with sales through its directly operated digital commerce businesses up 70% compared to the prior year period
- EPS was $0.98 on a GAAP basis and $1.32 on a non-GAAP basis

The Company had over $2.7 billion of liquidity as of quarter-end, consisting of $1.5 billion of cash on hand and over $1.2 billion of available borrowings under revolving credit facilities
The Company anticipates its fourth quarter revenue and earnings will continue to be negatively impacted by the COVID-19 pandemic; although there is uncertainty due to resurgences throughout Europe and North America, the Company currently expects revenue in the fourth quarter to decline approximately 20% compared to the prior year

NEW YORK–(BUSINESS WIRE)–
PVH Corp. [NYSE: PVH] reported its 2020 third quarter results.

Non-GAAP Amounts:

Amounts stated to be on a non-GAAP basis exclude the items that are defined or described in greater detail near the end of this release under the heading “Non-GAAP Exclusions.” Reconciliations of amounts on a GAAP basis to amounts on a non-GAAP basis are presented after the “Non-GAAP Exclusions” and identify and quantify all excluded items.

CEO Comments:

Commenting on these results, Emanuel Chirico, Chairman and Chief Executive Officer, noted, “Our third quarter results exceeded our expectations across all markets and channels, with a very strong recovery in Europe and China, considering the ongoing COVID-19 pandemic. It is clear where we are winning with the consumer – in our international businesses, across our digital channels, and with casual assortments – and we increasingly are shifting our business towards these channels and categories.”

Mr. Chirico continued, “We have outperformed our Holiday season expectations in the fourth quarter to date, including Singles’ Day in Asia and our Black Friday promotions in North America and Europe, with particular strength across the digital channels. Although we are dealing with virus resurgences, including temporary store closures in parts of Europe, as well as brick and mortar traffic declines in North America, we are pivoting our businesses to capture where and how the consumer is shopping during this critically important Holiday period. We believe that the accelerated investments we are making – from advancing our digital and omni-channel agendas and introducing new ways to engage our consumers – will benefit our businesses now and over the long-term.”

Stefan Larsson, President, added, “In a moment where we are experiencing unprecedented changes taking shape across the retail industry, our teams have continued to successfully navigate the pandemic and drive towards an accelerated recovery. Our focus remains to follow where the consumer is going, by supercharging our e-commerce, improving our product offering, and driving cost efficiencies across the Company. As we lean into these priorities, we are also positioning PVH to drive sustainable profitable growth in the new normal coming out of the pandemic and beyond.”

Channel Results and Current Trends:

The Company’s top priority continues to be the health and safety of its associates, consumers and the employees of its business partners around the world. The Company’s business continues to be impacted negatively by the COVID-19 pandemic, with the level of impact varying by region and channel. Overall revenue for the third quarter decreased 18% compared to the prior year period, and for the fourth quarter to date period is running down approximately 20%.

Direct to Consumer:
- Total direct to consumer revenue for the third quarter declined 11% compared to the prior year period, which included a 70% increase in digital commerce. All regions and brand businesses experienced strong digital growth. The lack of international tourists coming to the U.S. continues to challenge the Company’s North America brick and mortar retail businesses, as stores located in international tourist locations represent a significant portion of those businesses.
- In the fourth quarter to date period, the Company experienced a strong response to its Singles’ Day promotions and its Black Friday kickoff events globally, particularly in its directly operated digital commerce businesses. However, the Company’s stores in Europe and North America continue to face significant pressure as a result of the recent resurgence of COVID-19 cases there, with approximately 40% of the Company’s stores in Europe currently closed or closed earlier in the quarter. As a result, direct to consumer sales trends are running down approximately 25% compared to the prior year period, despite continued strong growth in digital commerce globally and continued overall positive trends in China.

Global Wholesale Partners: The Company’s wholesale revenue for the third quarter declined 22% compared to the prior year period, a sequential improvement compared to the percentage revenue decreases in the prior two quarters. The revenue decline was primarily driven by the Company’s North America wholesale business due, in part, to recent bankruptcies of several customers. The Company’s sales to the digital businesses of its traditional and pure play wholesale customers continued to exhibit double digit growth.

Third Quarter Consolidated Results:

Revenue and Earnings

Third quarter revenue decreased 18% to $2.118 billion (decreased 21% on a constant currency basis) compared to the prior year period. The revenue decrease was due to:

A 12% decrease (16% decrease on a constant currency basis) in the Tommy Hilfiger business compared to the prior year period, with Tommy Hilfiger North America revenue down 37% and Tommy Hilfiger International revenue flat (down 6% on a constant currency basis) compared to the prior year period. The business in China continued to achieve positive year over year results.
An 18% decrease (21% decrease on a constant currency basis) in the Calvin Klein business compared to the prior year period, with Calvin Klein North America revenue down 39% and Calvin Klein International revenue flat (down 4% on a constant currency basis) compared to the prior year period. The business in China continued to achieve positive year over year results.
A 36% decrease in the Heritage Brands business compared to the prior year period.

Earnings per share on a GAAP basis was $0.98 for the third quarter of 2020 compared to $2.82 in the prior year period. These results include the amounts for the applicable period that are excluded from earnings per share on a non-GAAP basis for these periods.

Earnings per share on a non-GAAP basis was $1.32 for the third quarter of 2020 compared to $3.10 in the prior year period.

Earnings before interest and taxes on a GAAP basis for the quarter decreased to $122 million compared to $270 million in the prior year period. Included in earnings before interest and taxes for the third quarter of 2020 were costs of $10 million consisting of (i) $9 million in connection with the planned exit from the Heritage Brands Retail business announced in July 2020, including $6 million of severance and $3 million of accelerated amortization of lease assets, and (ii) $1 million related to the North America workforce reduction announced in July 2020, comprised of severance and other termination benefits. Included in earnings before interest and taxes for the prior year period were costs of $12 million consisting of (i) $9 million related to the Australia and TH CSAP acquisitions and (ii) $3 million related to the Calvin Klein restructuring. Earnings before interest and taxes on a non-GAAP basis for these periods, as discussed below, exclude these amounts.

Earnings before interest and taxes on a non-GAAP basis for the quarter decreased to $132 million compared to $282 million in the prior year period. The decrease was driven by the impact of the COVID-19 pandemic, including the revenue decline discussed above. Earnings in the third quarter benefited from cost savings resulting from the North America workforce reduction announced in July 2020 and COVID-related government payroll subsidy programs in international jurisdictions, as well as reductions in all discretionary spending categories. Partially offsetting these savings were additional expenses associated with COVID-related health and safety measures.

Net interest expense on a GAAP basis increased to $34 million from $28 million in the prior year period. Included in net interest expense for the third quarters of 2020 and 2019 were expenses of $1 million and $3 million, respectively, resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition. Net interest expense on a non-GAAP basis for these periods exclude these amounts. Net interest expense on a non-GAAP basis increased to $32 million from $25 million in the prior year period, primarily due to the impact of the issuance of an additional €175 million of 3 5/8% senior notes in April 2020 and $500 million of 4 5/8% senior notes in July 2020.

The effective tax rate on a GAAP basis for the third quarter of 2020 was 21.6% as compared to 13.6% in the prior year period. The effective tax rate on a non-GAAP basis for the third quarter of 2020 was 6.1% as compared to 10.6% in the prior year period.

Balance Sheet

The Company continues to tightly manage its inventory, which decreased 16% as of the end of the third quarter compared to the prior year period.

The Company also continues to reduce the amount of basic inventory it projects to carry into Spring 2021. As of the end of fiscal 2020, the Company is currently projecting to carry approximately $100 million of basic inventory into Spring 2021, a decrease from the Company’s prior projection of approximately $125 million.

The Company ended the quarter with over $2.7 billion of liquidity, consisting of $1.5 billion of cash on hand and over $1.2 billion of available borrowings under its revolving credit facilities.

Nine Months Consolidated Results:

The Company’s business was significantly impacted by the COVID-19 pandemic during the first nine months of 2020, resulting in an unprecedented decline in revenue and earnings, including $962 million of pre-tax noncash impairment charges recognized during the first quarter.

Revenue for the first nine months of 2020 decreased 31% to $5.043 billion compared to the prior year period. The revenue decrease was due to:

A 25% decrease in the Tommy Hilfiger business compared to the prior year period, including a 46% decrease in Tommy Hilfiger North America revenue and a 14% decrease in Tommy Hilfiger International revenue.
A 32% decrease in the Calvin Klein business compared to the prior year period, including a 48% decrease in Calvin Klein North America revenue and an 18% decrease in Calvin Klein International revenue.
A 45% decrease in the Heritage Brands business compared to the prior year period.

Revenue for the first nine months of 2020 reflected a 70% increase in sales through the Company’s directly operated digital commerce businesses, driven by strong growth in all regions and brand businesses, which partially offset the decline in revenue through its other distribution channels.

Loss per share on a GAAP basis was $(15.15) for the first nine months of 2020 compared to earnings per share of $6.46 in the prior year period. These results include the amounts for the applicable period that are excluded from loss per share and earnings per share on a non-GAAP basis for these periods, respectively, including the $962 million of pre-tax noncash impairment charges mentioned above.

Loss per share on a non-GAAP basis was $(1.58) for the first nine months of 2020 compared to earnings per share of $7.64 in the prior year period.

Loss before interest and taxes on a GAAP basis for the first nine months of 2020 was $(1.098) billion compared to earnings before interest and taxes of $654 million in the prior year period. These results include the amounts for the applicable period that are excluded from loss before interest and taxes and earnings before interest and taxes on a non-GAAP basis for these periods, respectively, including the $962 million of pre-tax noncash impairment charges mentioned above.

Loss before interest and taxes on a non-GAAP basis for the first nine months of 2020 was $(66) million compared to earnings before interest and taxes of $781 million in the prior year period. The decrease was driven by the impact of the COVID-19 pandemic, including the revenue decline discussed above.

Net interest expense on a GAAP basis increased to $87 million from $85 million in the prior year period. Included in net interest expense for the first nine months of 2020 and 2019 were expenses of $2 million and $3 million, respectively, resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition. Net interest expense on a non-GAAP basis for these periods exclude these amounts. Net interest expense on a non-GAAP basis increased to $85 million from $82 million in the prior year period.

The effective tax rate on a GAAP basis for the first nine months of 2020 was 8.9% as compared to 15.1% in the prior year period. The effective tax rate on a non-GAAP basis for the first nine months of 2020 was 24.4% as compared to 18.1% in the prior year period.

Non-GAAP Exclusions:

The discussions in this release that refer to non-GAAP amounts exclude the following:

Pre-tax noncash impairment charges of $962 million recorded in the first quarter of 2020 resulting from the impact of the COVID-19 pandemic on the Company’s business, including $933 million related to goodwill and other intangible assets, $16 million related to store assets, and $12 million related to an equity method investment.
Pre-tax costs of $7 million incurred in the first quarter of 2020 in connection with a consolidation within the Company’s warehouse and distribution network in North America.
Pre-tax noncash net loss of $3 million recorded in the first quarter of 2020 related to the April 2020 sale of the Company’s Speedo North America business to Pentland Group PLC, the parent company of the Speedo brand and the resulting deconsolidation of the net assets of the Company’s Speedo North America business.
Pre-tax expense of $2 million recorded in the first nine months of 2020 resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the Company’s acquisition of the approximately 78% interest in Gazal Corporation Limited (“Gazal”) that it did not already own (the “Australia acquisition”), of which $4 million of income was recorded in the first quarter, $5 million of expense was recorded in the second quarter and $1 million of expense was recorded in the third quarter.
Pre-tax costs of $40 million incurred in the first nine months of 2020 related to the reduction in the Company’s North America office workforce announced in July 2020 (the “North America workforce reduction”), primarily consisting of severance, of which $38 million was recorded in the second quarter and $1 million was recorded in the third quarter.
Pre-tax costs of $21 million incurred in the first nine months of 2020 in connection with the planned exit from the Heritage Brands Retail business announced in July 2020 and expected to be completed by mid-2021, consisting of $10 million of severance, $7 million of noncash asset impairments and $4 million of accelerated amortization of lease assets, of which $12 million was incurred in the second quarter and $9 million was incurred in the third quarter.
Pre-tax costs of $103 million incurred in the first nine months of 2019 related to the restructuring associated with the strategic changes for the Calvin Klein business announced in January 2019 (the “Calvin Klein restructuring”), consisting of a noncash lease asset impairment resulting from the closure of the Company’s flagship store on Madison Avenue in New York, New York, other noncash asset impairments, severance, contract termination and other costs, and inventory markdowns, of which $70 million was incurred in the first quarter, $29 million was incurred in the second quarter and $3 million was incurred in the third quarter.
Pre-tax costs of $55 million incurred in the first quarter of 2019 in connection with the closure of the Company’s TOMMY HILFIGER flagship and anchor stores in the U.S., primarily consisting of noncash lease asset impairments.
Pre-tax costs of $6 million incurred in the first quarter of 2019 in connection with the refinancing of the Company’s senior credit facilities.
Pre-tax costs of $60 million incurred in the second quarter of 2019 in connection with the agreements to terminate early the licenses for the global Calvin Klein and Tommy Hilfiger North America socks and hosiery businesses in order to consolidate the socks and hosiery business for all Company brands in North America in a newly formed joint venture and to bring in house the international Calvin Klein socks and hosiery wholesale businesses.
Pre-tax noncash gain of $113 million recorded in the second quarter of 2019 to write up the Company’s equity investments in Gazal and PVH Brands Australia Pty. Limited, a jointly owned and managed joint venture of the Company and Gazal, (“PVH Australia”) to fair value in connection with the Australia acquisition.
Pre-tax costs of $16 million incurred in the first nine months of 2019 in connection with the Australia acquisition and the Company’s acquisition of the Tommy Hilfiger retail business in Central and Southeast Asia from the licensee of the business (the “TH CSAP acquisition”), primarily consisting of noncash valuation adjustments, of which $7 million was incurred in the second quarter and $9 million was incurred in the third quarter.
Pre-tax expense of $3 million recorded in the third quarter of 2019 resulting from the remeasurement of the Company’s mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition.
Estimated tax effects associated with the above pre-tax items, which are based on the Company’s assessment of deductibility. In making this assessment, the Company evaluated each item that it had identified above as a non-GAAP exclusion to determine if such item is taxable or tax deductible, and if so, in what jurisdiction the tax expense or tax deduction would occur. All items above were identified as either primarily taxable or tax deductible, with the tax effect taken at the applicable income tax rate in the local jurisdiction, or as non-taxable or non-deductible, in which case the Company assumed no tax effect.

As a supplement to the Company’s GAAP results, the Company presents constant currency revenue information, which is a non-GAAP financial measure. The Company presents results in this manner because it is a global company that transacts business in multiple currencies but reports financial information in U.S. dollars. Foreign currency exchange rate fluctuations affect the amounts reported by the Company in U.S. dollars with respect to its foreign revenues. Exchange rate fluctuations can have a significant effect on reported revenues. The Company believes presenting constant currency revenue information provides useful information to investors, as it provides information to assess how its businesses performed excluding the effects of changes in foreign currency exchange rates and assists investors in evaluating the effectiveness of the Company’s operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.

The Company calculates constant currency revenue information by translating its foreign revenues for the relevant period into U.S. dollars at the average exchange rates in effect during the comparable prior year period (rather than at the actual exchange rates in effect during the relevant period).

Constant currency performance should be viewed in addition to, and not in lieu of or as superior to, the Company’s operating performance calculated in accordance with GAAP. The constant currency revenue information presented may not be comparable to similarly described measures reported by other companies.

Please see Tables 1 through 11 and the section entitled “Reconciliations of 2020 Constant Currency Revenue” later in this release for reconciliations of GAAP to non-GAAP amounts.

The Company webcasts its conference calls to review its earnings releases. The Company’s conference call to review its third quarter earnings release is scheduled for Thursday, December 3, 2020 at 9:00 a.m. EST. Please log on to the Company’s web site atwww.PVH.com and go to the Events page included in the Investors section to listen to the live webcast of the conference call. The webcast will be available for replay for one year after it is held, commencing approximately two hours after the live broadcast ends. Please log on to www.PVH.com as described above to listen to the replay. In addition, an audio replay of the conference call is available for 48 hours starting approximately two hours after it is held. The replay of the conference call can be accessed by calling (domestic) 888-203-1112 and (international) 719-457-0820 and using passcode 4890292. The conference call and webcast consist of copyrighted material. They may not be re-recorded, reproduced, re-transmitted, rebroadcast or otherwise used without the Company’s express written permission. Your participation represents your consent to these terms and conditions, which are governed by New York law.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this press release and made during the conference call/webcast, including, without limitation, statements relating to the Company’s future revenue, earnings, plans, strategies, objectives, expectations and intentions are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, (i) the Company’s plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) the Company’s ability to realize anticipated benefits and savings from restructuring and similar plans, such as the North America office workforce reduction and the planned exit from the Heritage Brands Retail business announced in July 2020; (iii) the Company may be considered to be highly leveraged and uses a significant portion of its cash flows to service its indebtedness, as a result of which the Company might not have sufficient funds to operate its businesses in the manner it intends or has operated in the past; (iv) the levels of sales of the Company’s apparel, footwear and related products, both to its wholesale customers and in its retail stores and its directly operated digital commerce sites, the levels of sales of the Company’s licensees at wholesale and retail, and the extent of discounts and promotional pricing in which the Company and its licensees and other business partners are required to engage, all of which can be affected by weather conditions, changes in the economy, fuel prices, reductions in travel, fashion trends, consolidations, repositionings and bankruptcies in the retail industries, repositionings of brands by the Company’s licensors, consumer sentiment and other factors; (v) the Company’s ability to manage its growth and inventory; (vi) quota restrictions, the imposition of safeguard controls and the imposition of duties or tariffs on goods from the countries where the Company or its licensees produce goods under its trademarks, such as the increased tariffs imposed in 2019 and threatened increases in tariffs on goods imported into the U.S. from China and Vietnam, any of which, among other things, could limit the ability to produce products in cost-effective countries, or in countries that have the labor and technical expertise needed, or require the Company to absorb costs or try to pass costs onto consumers, which could materially impact the Company’s revenue and profitability; (vii) the availability and cost of raw materials; (viii) the Company’s ability to adjust timely to changes in trade regulations and the migration and development of manufacturers (which can affect where the Company’s products can best be produced); (ix) the regulation or prohibition of the transaction of business with specific individuals or entities and their affiliates or goods manufactured in certain regions, such as the listing of a person or entity as a Specially Designated National or Blocked Person by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the issuance of Withhold Release Orders by the U.S. Customs and Border Patrol; (x) changes in available factory and shipping capacity, wage and shipping cost escalation, civil conflict, war or terrorist acts, the threat of any of the foregoing, or political or labor instability in any of the countries where the Company’s or its licensees’ or other business partners’ products are sold, produced or are planned to be sold or produced; (xi) disease epidemics and health-related concerns, such as the current COVID-19 pandemic, which could result in (and, in the case of the COVID-19 pandemic, has resulted in some of the following) supply-chain disruptions due to closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in affected areas, closed stores, reduced consumer traffic and purchasing, as consumers become ill or limit or cease shopping in order to avoid exposure, or governments implement mandatory business closures, travel restrictions or the like to prevent the spread of disease, and market or other changes that could result (or, with respect to the COVID-19 pandemic, could continue to result) in noncash impairments of the Company’s goodwill and other intangible assets, operating lease right-of-use assets, and property, plant and equipment; (xii) acquisitions and divestitures and issues arising with acquisitions, divestitures and proposed transactions, including, without limitation, the ability to integrate an acquired entity or business into the Company with no substantial adverse effect on the acquired entity’s, the acquired business’s or the Company’s existing operations, employee relationships, vendor relationships, customer relationships or financial performance, and the ability to operate effectively and profitably the Company’s continuing businesses after the sale or other disposal of a subsidiary, business or the assets thereof; (xiii) the failure of the Company’s licensees to market successfully licensed products or to preserve the value of the Company’s brands, or their misuse of the Company’s brands; (xiv) significant fluctuations of the U.S. dollar against foreign currencies in which the Company transacts significant levels of business; (xv) the Company’s retirement plan expenses recorded throughout the year are calculated using actuarial valuations that incorporate assumptions and estimates about financial market, economic and demographic conditions, and differences between estimated and actual results give rise to gains and losses, which can be significant, that are recorded immediately in earnings, generally in the fourth quarter of the year; (xvi) the impact of new and revised tax legislation and regulations; and (xvii) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”).

This press release includes, and the conference call/webcast will include, certain non-GAAP financial measures, as defined under SEC rules. Reconciliations of these measures are included in the financial information following this Safe Harbor Statement, as well as in the Company’s Current Report on Form 8-K furnished to the SEC in connection with this earnings release, which is available on the Company’s website at www.PVH.com and on the SEC’s website at www.sec.gov.

The Company does not undertake any obligation to update publicly any forward-looking statement, including, without limitation, any estimate regarding revenue or earnings, whether as a result of the receipt of new information, future events or otherwise.

*PVH CORP.* *Consolidated GAAP Statements of Operations* *(In millions, except per share data)*

	Quarter Ended						Nine Months Ended
	11/1/20			11/3/19			11/1/20			11/3/19

Net sales	$	2,014.3		$	2,433.5		$	4,802.7		$	6,919.8
Royalty revenue	79.7			113.1			185.7			288.3
Advertising and other revenue	24.1			41.1			54.4			100.1
Total revenue	$	2,118.1		$	2,587.7		$	5,042.8		$	7,308.2

Gross profit on net sales	$	997.5		$	1,252.0		$	2,410.4		$	3,602.1
Gross profit on royalty, advertising and other revenue	103.8			154.2			240.1			388.4
Total gross profit	1,101.3			1,406.2			2,650.5			3,990.5

Selling, general and administrative expenses	987.2			1,141.6			2,809.5			3,457.6

Goodwill and other intangible asset impairments							933.5

Non-service related pension and postretirement income	(3.6		)	(2.0		)	(7.9		)	(6.1		)

Debt modification and extinguishment costs										5.2

Other noncash loss (gain)							3.1			(113.1		)

Equity in net income (loss) of unconsolidated affiliates	4.4			2.9			(10.3		)	7.5

Earnings (loss) before interest and taxes	122.1			269.5			(1,098.0		)	654.4

Interest expense, net	33.5			27.8			86.8			84.7

Pre-tax income (loss)	88.6			241.7			(1,184.8		)	569.7

Income tax expense (benefit)	19.1			32.8			(105.4		)	86.1

Net income (loss)	69.5			208.9			(1,079.4		)	483.6

Less: Net loss attributable to redeemable non-controlling interest ⁽¹⁾	(0.3		)	(0.3		)	(1.0		)	(1.1		)

Net income (loss) attributable to PVH Corp.	$	69.8		$	209.2		$	(1,078.4	)	$	484.7

Diluted net income (loss) per common share attributable to PVH Corp. ⁽²⁾	$	0.98		$	2.82		$	(15.15	)	$	6.46

	Quarter Ended						Nine Months Ended
	11/1/20			11/3/19			11/1/20			11/3/19

Depreciation and amortization expense	$	80.2		$	81.6		$	240.2		$	236.5

Please see following pages for information related to non-GAAP measures discussed in this release.

⁽¹⁾		The Company and Arvind Limited have a joint venture in Ethiopia in which the Company owns a 75% interest.

⁽²⁾		Please see Note A in Notes to Consolidated GAAP Statements of Operations for the reconciliations of GAAP diluted net income (loss) per common share to diluted net income (loss) per common share on a non-GAAP basis.

PVH CORP.

Non-GAAP Measures

The Company believes it is useful to investors to present its results for the periods ended November 1, 2020 and November 3, 2019 on a non-GAAP basis by excluding (i) the income (expense) recorded in the first, second and third quarters of 2020 resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the acquisition of the approximately 78% interest in Gazal Corporation Limited (“Gazal”) that the Company did not already own (the “Australia acquisition”); (ii) the noncash impairment charges recorded in the first quarter of 2020 related to goodwill, tradenames, other intangible assets, store assets and an equity method investment as a result of the significant negative impacts of the COVID-19 pandemic on the Company’s business; (iii) the noncash net loss recorded in the first quarter of 2020 related to the sale of the Speedo North America business in April 2020 (the “Speedo transaction”) and the resulting deconsolidation of the net assets of the business; (iv) the costs incurred in the first quarter of 2020 in connection with the consolidation within the Company’s warehouse and distribution network in North America; (v) the costs incurred in the second and third quarters of 2020 in connection with the reduction in the North America office workforce announced in July 2020 (the “North America workforce reduction”), primarily consisting of severance; (vi) the costs incurred in the second and third quarters of 2020 related to the planned exit from the Heritage Brands Retail business announced in July 2020, consisting of severance, noncash asset impairments, and accelerated amortization of lease assets; (vii) the costs incurred in the first, second and third quarters of 2019 related to the restructuring associated with the strategic changes for its Calvin Klein business announced in January 2019 (the “Calvin Klein restructuring”), consisting of a noncash lease asset impairment resulting from the closure of the Company’s flagship store on Madison Avenue in New York, New York; other noncash asset impairments; severance; contract termination and other costs; and inventory markdowns; (viii) the costs incurred in the first quarter of 2019 in connection with the closure of the Company’s TOMMY HILFIGER flagship and anchor stores in the United States (the “TH U.S. store closures”), primarily consisting of noncash lease asset impairments; (ix) the costs incurred in the first quarter of 2019 in connection with the refinancing of the Company’s senior credit facilities; (x) the costs incurred in the second and third quarters of 2019 in connection with the Australia acquisition and the acquisition of the Tommy Hilfiger retail business in Central and Southeast Asia from the Company’s previous licensee in that market (the “TH CSAP acquisition”), primarily consisting of noncash valuation adjustments; (xi) the noncash gain recorded in the second quarter of 2019 to write up the Company’s equity investments in Gazal and PVH Brands Australia Pty. Limited (“PVH Australia”) to fair value in connection with the Australia acquisition; (xii) the one-time costs recorded in the second quarter of 2019 on the Company’s equity investments in Gazal and PVH Australia prior to the Australia acquisition closing; (xiii) the costs incurred in the second quarter of 2019 in connection with the agreements to terminate early the licenses for the global Calvin Klein and Tommy Hilfiger North America socks and hosiery businesses (the “Socks and Hosiery transaction”) in order to consolidate the socks and hosiery business for all Company brands in North America in a newly formed joint venture and to bring in-house the international Calvin Klein socks and hosiery wholesale businesses; (xiv) the expense recorded in the third quarter of 2019 resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition; and (xv) the tax effects associated with the foregoing pre-tax items. The Company excludes these amounts because it deems them to be non-recurring or non-operational and believes that their exclusion (i) facilitates comparing the results being reported against past and future results by eliminating amounts that it believes are not comparable between periods, thereby permitting management to evaluate performance and investors to make decisions based on the ongoing operations of the Company, and (ii) assists investors in evaluating the effectiveness of the Company’s operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. The Company believes that investors often look at ongoing operations of an enterprise as a measure of assessing performance. The Company uses its results excluding these amounts to evaluate its operating performance and to discuss its business with investment institutions, the Company’s Board of Directors and others. The Company’s results excluding the items described above are also the basis for certain incentive compensation calculations. The non-GAAP measures should be viewed in addition to, and not in lieu of or superior to, the Company’s operating performance measures calculated in accordance with GAAP. The information presented on a non-GAAP basis may not be comparable to similarly titled measures reported by other companies.

PVH CORP.

Non-GAAP Measures (continued)

(In millions, except per share data)

The following table presents the non-GAAP measures that are discussed in this release. Please see Tables 1 through 11 for the reconciliations of the GAAP amounts to amounts on a non-GAAP basis.

	Quarter Ended				Nine Months Ended
	11/1/20		11/3/19		11/1/20			11/3/19

*Non-GAAP Measures*
Total gross profit ⁽¹⁾			$	1,412.7				$	4,014.0
Selling, general and administrative expenses ⁽²⁾	977.2		1,136.0		2,729.0			3,249.1
Goodwill and other intangible asset impairments ⁽³⁾					—
Non-service related pension and postretirement income ⁽⁴⁾					(10.9		)
Debt modification and extinguishment costs ⁽⁵⁾								—
Other noncash loss (gain) ⁽⁶⁾					—			—
Equity in net income of unconsolidated affiliates ⁽⁷⁾					2.0			9.6
Earnings (loss) before interest and taxes ⁽⁸⁾	132.1		281.6		(65.6		)	780.6
Interest expense, net ⁽⁹⁾	32.1		25.2		84.5			82.1
Income tax expense (benefit) ⁽¹⁰⁾	6.1		27.2		(36.6		)	126.1
Net income (loss) attributable to PVH Corp. ⁽¹¹⁾	94.2		229.5		(112.5		)	573.5
Diluted net income (loss) per common share attributable to PVH Corp. ⁽¹²⁾	$	1.32	$	3.10	$	(1.58	)	$	7.64

⁽¹⁾		Please see Table 3 for the reconciliations of GAAP gross profit to gross profit on a non-GAAP basis.
⁽²⁾		Please see Table 4 for the reconciliations of GAAP selling, general and administrative (“SG&A”) expenses to SG&A expenses on a non-GAAP basis.
⁽³⁾		Please see Table 5 for the reconciliation of GAAP goodwill and other intangible asset impairments to goodwill and other intangible asset impairments on a non-GAAP basis.
⁽⁴⁾		Please see Table 6 for the reconciliation of GAAP non-service related pension and postretirement income to non-service related pension and postretirement income on a non-GAAP basis.
⁽⁵⁾		Please see Table 7 for the reconciliation of GAAP debt modification and extinguishment costs to debt modification and extinguishment costs on a non-GAAP basis.
⁽⁶⁾		Please see Table 8 for the reconciliations of GAAP other noncash loss (gain) to other noncash loss (gain) on a non-GAAP basis.
⁽⁷⁾		Please see Table 9 for the reconciliations of GAAP equity in net income (loss) of unconsolidated affiliates to equity in net income of unconsolidated affiliates on a non-GAAP basis.
⁽⁸⁾		Please see Table 2 for the reconciliations of GAAP earnings (loss) before interest and taxes to earnings (loss) before interest and taxes on a non-GAAP basis.
⁽⁹⁾		Please see Table 10 for the reconciliations of GAAP interest expense, net to interest expense, net on a non-GAAP basis.
⁽¹⁰⁾		Please see Table 11 for the reconciliations of GAAP income tax expense (benefit) to income tax expense (benefit) on a non-GAAP basis and an explanation of the calculation of the tax effects associated with the pre-tax items identified as non-GAAP exclusions.
⁽¹¹⁾		Please see Table 1 for the reconciliations of GAAP net income (loss) to net income (loss) on a non-GAAP basis.
⁽¹²⁾		Please see Note A in Notes to Consolidated GAAP Statements of Operations for the reconciliations of GAAP diluted net income (loss) per common share to diluted net income (loss) per common share on a non-GAAP basis.

*PVH CORP.* *Reconciliations of GAAP to Non-GAAP Amounts* *(In millions, except per share data)*
Table 1 – Reconciliations of GAAP net income (loss) to net income (loss) on a non-GAAP basis

	Quarter Ended				Nine Months Ended
	11/1/20		11/3/19		11/1/20			11/3/19

Net income (loss) attributable to PVH Corp.	$	69.8	$	209.2	$	(1,078.4	)	$	484.7

Diluted net income (loss) per common share attributable to PVH Corp.⁽¹⁾	$	0.98	$	2.82	$	(15.15	)	$	6.46

Pre-tax items excluded:

Gross profit charges associated with the Calvin Klein restructuring (inventory markdowns)								12.9

Gross profit charges associated with the Australia and TH CSAP acquisitions (short-lived noncash inventory valuation adjustments)			6.5					10.6

SG&A expenses associated with the Calvin Klein restructuring			3.5					90.0

SG&A expenses associated with the Socks and Hosiery transaction								59.8

SG&A expenses associated with the TH U.S. store closures								54.9

SG&A expenses associated with the Australia and TH CSAP acquisitions			2.1					2.8

SG&A expenses associated with the refinancing of the Company’s senior credit facilities								1.0

SG&A expenses associated with store asset impairments					16.0

SG&A expenses associated with the consolidation within the Company’s warehouse and distribution network in North America					6.8

SG&A expenses associated with the North America workforce reduction	1.3				36.7

SG&A expenses associated with the planned exit from the Heritage Brands Retail business	8.7				21.0

Goodwill and other intangible asset impairments					933.5

Special termination benefits expense associated with the North America workforce reduction (recorded in non-service related pension and postretirement income)					3.0

Debt modification and extinguishment costs								5.2

Noncash gain to write up the Company’s equity investments in Gazal and PVH Australia to fair value (recorded in other noncash loss (gain)								(113.1		)

Noncash net loss related to the Speedo transaction (recorded in other noncash loss (gain)					3.1

One-time expenses recorded on the Company’s equity investments in Gazal and PVH Australia (recorded in equity in net income (loss) of unconsolidated affiliates)								2.1

Impairment of an equity method investment (recorded in equity in net income (loss) of unconsolidated affiliates)					12.3

Expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest in connection with the Australia acquisition (recorded in interest expense, net)	1.4		2.6		2.3			2.6

Tax effects of the pre-tax items above⁽²⁾	13.0		5.6		(68.8		)	(40.0		)

Net income (loss) on a non-GAAP basis attributable to PVH Corp.	$	94.2	$	229.5	$	(112.5	)	$	573.5

Diluted net income (loss) per common share on a non-GAAP basis attributable to PVH Corp.⁽¹⁾	$	1.32	$	3.10	$	(1.58	)	$	7.64

⁽¹⁾		Please see Note A in Notes to the Consolidated GAAP Statements of Operations for the reconciliations of GAAP diluted net income (loss) per common share to diluted net income (loss) per common share on a non-GAAP basis.

⁽²⁾		Please see Table 11 for an explanation of the calculation of the tax effects of the above items.


*PVH CORP.* *Reconciliations of GAAP to Non-GAAP Amounts (continued)* *(In millions)*
Table 2 – Reconciliations of GAAP earnings (loss) before interest and taxes to earnings (loss) before interest and taxes on a non-GAAP basis

	Quarter Ended				Nine Months Ended
	11/1/20		11/3/19		11/1/20			11/3/19

Earnings (loss) before interest and taxes	$	122.1	$	269.5	$	(1,098.0	)	$	654.4

Items excluded:

Gross profit charges associated with the Calvin Klein restructuring (inventory markdowns)								12.9

Gross profit charges associated with the Australia and TH CSAP acquisitions (short-lived noncash inventory valuation adjustments)			6.5					10.6

SG&A expenses associated with the Calvin Klein restructuring			3.5					90.0

SG&A expenses associated with the Socks and Hosiery transaction								59.8

SG&A expenses associated with the TH U.S. store closures								54.9

SG&A expenses associated with the Australia and TH CSAP acquisitions			2.1					2.8

SG&A expenses associated with the refinancing of the Company’s senior credit facilities								1.0

SG&A expenses associated with store asset impairments					16.0

SG&A expenses associated with the consolidation within the Company’s warehouse and distribution network in North America					6.8

SG&A expenses associated with the North America workforce reduction	1.3				36.7

SG&A expenses associated with the planned exit from the Heritage Brands Retail business	8.7				21.0

Goodwill and other intangible asset impairments					933.5

Special termination benefits expense associated with the North America workforce reduction (recorded in non-service related pension and postretirement income)					3.0

Debt modification and extinguishment costs								5.2

Noncash gain to write up the Company’s equity investments in Gazal and PVH Australia to fair value (recorded in other noncash loss (gain)								(113.1		)

Noncash net loss related to the Speedo transaction (recorded in other noncash loss (gain)					3.1

One-time expenses recorded on the Company’s equity investments in Gazal and PVH Australia (recorded in equity in net income (loss) of unconsolidated affiliates)								2.1

Impairment of an equity method investment (recorded in equity in net income (loss) of unconsolidated affiliates)					12.3

Earnings (loss) before interest and taxes on a non-GAAP basis	$	132.1	$	281.6	$	(65.6	)	$	780.6

*PVH CORP.* *Reconciliations of GAAP to Non-GAAP Amounts (continued)* *(In millions)*
Table 3 – Reconciliations of GAAP gross profit to gross profit on a non-GAAP basis

	Quarter Ended		Nine Months Ended
	11/3/19		11/3/19

Gross profit	$	1,406.2	$	3,990.5

Items excluded:

Gross profit charges associated with the Calvin Klein restructuring (inventory markdowns)			12.9

Gross profit charges associated with the Australia and TH CSAP acquisitions (short-lived noncash inventory valuation adjustments)	6.5		10.6

Gross profit on a non-GAAP basis	$	1,412.7	$	4,014.0

Table 4 – Reconciliations of GAAP SG&A expenses to SG&A expenses on a non-GAAP basis

	Quarter Ended						Nine Months Ended
	11/1/20			11/3/19			11/1/20			11/3/19

SG&A expenses	$	987.2		$	1,141.6		$	2,809.5		$	3,457.6

Items excluded:

Expenses associated with the Calvin Klein restructuring				(3.5		)				(90.0		)

Expenses associated with the Socks and Hosiery transaction										(59.8		)

Expenses associated with the TH U.S. store closures										(54.9		)

Expenses associated with the Australia and TH CSAP acquisitions				(2.1		)				(2.8		)

Expenses associated with the refinancing of the Company’s senior credit facilities										(1.0		)

Expenses associated with store asset impairments							(16.0		)

Expenses associated with the consolidation within the Company’s warehouse and distribution network in North America							(6.8		)

Expenses associated with the North America workforce reduction	(1.3		)				(36.7		)

Expenses associated with the planned exit from the Heritage Brands Retail business	(8.7		)				(21.0		)

SG&A expenses on a non-GAAP basis	$	977.2		$	1,136.0		$	2,729.0		$	3,249.1

*PVH CORP.* *Reconciliations of GAAP to Non-GAAP Amounts (continued)* *(In millions)*
Table 5 – Reconciliation of GAAP goodwill and other intangible asset impairments to goodwill and other intangible asset impairments on a non-GAAP basis

	Nine Months Ended
	11/1/20

Goodwill and other intangible asset impairments	$	933.5

Item excluded:

Goodwill and other intangible asset impairments	(933.5		)

Goodwill and other intangible asset impairments on a non-GAAP basis	$	—

Table 6 – Reconciliation of GAAP non-service related pension and postretirement income to non-service related pension and postretirement income on a non-GAAP basis

	Nine Months Ended
	11/1/20

Non-service related pension and postretirement income	$	(7.9	)

Item excluded:

Special termination benefits expense associated with the North America workforce reduction	(3.0		)

Non-service related pension and postretirement income on a non-GAAP basis	$	(10.9	)

Table 7 – Reconciliation of GAAP debt modification and extinguishment costs to debt modification and extinguishment costs on a non-GAAP basis

	Nine Months Ended
	11/3/19

Debt modification and extinguishment costs	$	5.2

Item excluded:

Costs incurred associated with the refinancing of the Company’s senior credit facilities	(5.2		)

Debt modification and extinguishment costs on a non-GAAP basis	$	—

*PVH CORP.* *Reconciliations of GAAP to Non-GAAP Amounts (continued)* *(In millions)*
Table 8 – Reconciliations of GAAP other noncash loss (gain) to other noncash loss (gain) on a non-GAAP basis

	Nine Months Ended
	11/1/20			11/3/19

Other noncash loss (gain)	$	3.1		$	(113.1	)

Items excluded:

Noncash gain to write up the Company’s equity investments in Gazal and PVH Australia to fair value				113.1

Noncash net loss related to the Speedo transaction	(3.1		)

Other noncash loss (gain) on a non-GAAP basis	$	—		$	—

Table 9 – Reconciliations of GAAP equity in net income (loss) of unconsolidated affiliates to equity in net income of unconsolidated affiliates on a non-GAAP basis

	Nine Months Ended
	11/1/20			11/3/19

Equity in net (loss) income of unconsolidated affiliates	$	(10.3	)	$	7.5

Items excluded:

One-time expenses recorded on the Company’s equity investments in Gazal and PVH Australia				2.1

Impairment of an equity method investment	12.3

Equity in net income of unconsolidated affiliates on a non-GAAP basis	$	2.0		$	9.6

Table 10 – Reconciliations of GAAP interest expense, net to interest expense, net on a non-GAAP basis

	Quarter Ended						Nine Months Ended
	11/1/20			11/3/19			11/1/20			11/3/19

Interest expense, net	$	33.5		$	27.8		$	86.8		$	84.7

Item excluded:

Expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest in connection with the Australia acquisition	(1.4		)	(2.6		)	(2.3		)	(2.6		)

Interest expense, net on a non-GAAP basis	$	32.1		$	25.2		$	84.5		$	82.1


*PVH CORP.* *Reconciliations of GAAP to Non-GAAP Amounts (continued)* *(In millions)*
Table 11 – Reconciliations of GAAP income tax expense (benefit) to income tax expense (benefit) on a non-GAAP basis

	Quarter Ended						Nine Months Ended
	11/1/20			11/3/19			11/1/20			11/3/19

Income tax expense (benefit)	$	19.1		$	32.8		$	(105.4	)	$	86.1

Item excluded:

Tax effects of pre-tax items identified as non-GAAP exclusions ⁽¹⁾	(13.0		)	(5.6		)	68.8			40.0

Income tax expense (benefit) on a non-GAAP basis	$	6.1		$	27.2		$	(36.6	)	$	126.1

⁽¹⁾

The estimated tax effects associated with the Company’s exclusions on a non-GAAP basis are based on the Company’s assessment of deductibility. In making this assessment, the Company evaluated each pre-tax item that it had identified above as a non-GAAP exclusion to determine if such item is taxable or tax deductible and, if so, in what jurisdiction the tax expense or tax deduction would occur. All of the pre-tax items identified as non-GAAP exclusions were identified as either primarily taxable or tax deductible, with the tax effect taken at the applicable income tax rate in the local jurisdiction, or as non-taxable or non-deductible, in which case the Company assumed no tax effect.

PVH CORP.

Notes to Consolidated GAAP Statements of Operations

(In millions, except per share data)

A. The Company computed its diluted net income (loss) per common share as follows:

	Quarter Ended									Quarter Ended
	11/1/20									11/3/19
	GAAP							Non-GAAP		GAAP							Non-GAAP
	Results		Adjustments			⁽¹	⁾	Results		Results		Adjustments			⁽²	⁾	Results

Net income attributable to PVH Corp.	$	69.8	$	(24.4	)			$	94.2	$	209.2	$	(20.3	)			$	229.5

Weighted average common shares	71.1							71.1		73.9							73.9
Weighted average dilutive securities	0.4							0.4		0.3							0.3
Total shares	71.5							71.5		74.2							74.2

Diluted net income per common share attributable to PVH Corp.	$	0.98						$	1.32	$	2.82						$	3.10

	Nine Months Ended											Nine Months Ended
	11/1/20											11/3/19
	GAAP								Non-GAAP			GAAP							Non-GAAP
	Results			Adjustments			⁽¹	⁾	Results			Results		Adjustments			⁽²	⁾	Results

Net (loss) income attributable to PVH Corp.	$	(1,078.4	)	$	(965.9	)			$	(112.5	)	$	484.7	$	(88.8	)			$	573.5

Weighted average common shares	71.2								71.2			74.6							74.6
Weighted average dilutive securities	—								—			0.4							0.4
Total shares	71.2								71.2			75.0							75.0

Diluted net (loss) income per common share attributable to PVH Corp. ⁽³⁾	$	(15.15	)						$	(1.58	)	$	6.46						$	7.64

⁽¹⁾		Represents the impact on net income (loss) in the periods ended November 1, 2020 from the elimination of (i) the expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the Australia acquisition; (ii) the noncash impairment charges related to goodwill, tradenames, other intangible assets, store assets and an equity method investment as a result of the significant negative impacts of the COVID-19 pandemic on the Company’s business; (iii) the noncash net loss recorded related to the Speedo transaction; (iv) the costs in connection with the consolidation within the Company’s warehouse and distribution network in North America; (v) the costs in connection with the North America workforce reduction; (vi) the costs in connection with the planned exit from the Heritage Brands Retail business announced in July 2020; and (vii) the tax effects associated with the foregoing pre-tax items. Please see Table 1 for the reconciliation of GAAP net income (loss) to net income (loss) on a non-GAAP basis.

⁽²⁾		Represents the impact on net income in the periods ended November 3, 2019 from the elimination of (i) the costs related to the Calvin Klein restructuring; (ii) the costs in connection with the TH U.S. store closures; (iii) the costs in connection with the refinancing of the Company’s senior credit facilities; (iv) the costs related to the Australia and TH CSAP acquisitions, primarily consisting of noncash valuation adjustments; (v) the noncash gain recorded to write up the Company’s equity investments in Gazal and PVH Australia to fair value in connection with the Australia acquisition; (vi) the one-time costs recorded on the Company’s equity investments in Gazal and PVH Australia prior to the Australia acquisition closing; (vii) the costs in connection with the Socks and Hosiery transaction; (viii) the expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest recognized in connection with the Australia acquisition; and (ix) the tax effects associated with the foregoing pre-tax items. Please see Table 1 for the reconciliation of GAAP net income (loss) to net income (loss) on a non-GAAP basis.

⁽³⁾		Diluted net loss per common share attributable to PVH Corp. for the nine months ended November 1, 2020 excluded all potentially dilutive securities because there was a net loss attributable to PVH Corp. for the period and, as such, the inclusion of these securities would have been anti-dilutive.

*PVH CORP.* *Consolidated Balance Sheets* *(In millions)*
	11/1/20			11/3/19
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,460.0		$	555.2
Receivables	818.7			998.8
Inventories	1,483.5			1,768.1
Other	205.7			260.0
Total Current Assets	3,967.9			3,582.1
Property, Plant and Equipment	953.2			994.7
Operating Lease Right-of-Use Assets	1,613.7			1,648.1
Goodwill and Other Intangible Assets	6,345.0			7,458.1
Other Assets	377.4			336.2
	$	13,257.2		$	14,019.2

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Accounts Payable and Accrued Expenses	$	2,099.8		$	1,776.6
Current Portion of Operating Lease Liabilities	424.1			347.3
Short-Term Borrowings	21.1			387.5
Current Portion of Long-Term Debt	22.9			41.3
Other Liabilities	1,097.4			1,226.4
Long-Term Portion of Operating Lease Liabilities	1,454.6			1,517.5
Long-Term Debt	3,464.1			2,738.4
Redeemable Non-Controlling Interest	(3.0		)	(0.9		)
Stockholders’ Equity	4,676.2			5,985.1
	$	13,257.2		$	14,019.2

Note: Year over year balances are impacted by changes in foreign currency exchange rates.


*PVH CORP.*
*Segment Data*
*(In millions)*

REVENUE BY SEGMENT
	Quarter Ended		Quarter Ended
	11/1/20		11/3/19
Tommy Hilfiger North America
Net sales	$	249.7	$	388.8
Royalty revenue	13.6		25.8
Advertising and other revenue	4.3		8.2
Total	267.6		422.8

Tommy Hilfiger International
Net sales	806.9		803.7
Royalty revenue	10.5		12.3
Advertising and other revenue	4.8		5.1
Total	822.2		821.1

Total Tommy Hilfiger
Net sales	1,056.6		1,192.5
Royalty revenue	24.1		38.1
Advertising and other revenue	9.1		13.3
Total	1,089.8		1,243.9

Calvin Klein North America
Net sales	231.9		386.1
Royalty revenue	34.0		49.9
Advertising and other revenue	9.5		19.3
Total	275.4		455.3

Calvin Klein International
Net sales	492.8		486.8
Royalty revenue	17.0		19.3
Advertising and other revenue	4.8		7.5
Total	514.6		513.6

Total Calvin Klein
Net sales	724.7		872.9
Royalty revenue	51.0		69.2
Advertising and other revenue	14.3		26.8
Total	790.0		968.9

Heritage Brands Wholesale
Net sales	192.0		305.7
Royalty revenue	4.0		4.9
Advertising and other revenue	0.6		0.9
Total	196.6		311.5

Heritage Brands Retail
Net sales	41.0		62.4
Royalty revenue	0.6		0.9
Advertising and other revenue	0.1		0.1
Total	41.7		63.4

Total Heritage Brands
Net sales	233.0		368.1
Royalty revenue	4.6		5.8
Advertising and other revenue	0.7		1.0
Total	238.3		374.9

Total Revenue
Net sales	2,014.3		2,433.5
Royalty revenue	79.7		113.1
Advertising and other revenue	24.1		41.1
Total	$	2,118.1	$	2,587.7


*PVH CORP.*
*Segment Data (continued)*
*(In millions)*

EARNINGS BEFORE INTEREST AND TAXES BY SEGMENT

	Quarter Ended									Quarter Ended
	11/1/20									11/3/19
	Results									Results
	Under						Non-GAAP			Under						Non-GAAP
	GAAP			Adjustments⁽¹⁾			Results			GAAP			Adjustments⁽²⁾			Results

Tommy Hilfiger North America	$	(38.1	)				$	(38.1	)	$	39.3					$	39.3

Tommy Hilfiger International	157.9						157.9			137.6			$	(5.4	)	143.0

Total Tommy Hilfiger	119.8			—			119.8			176.9			(5.4		)	182.3

Calvin Klein North America	(14.1		)				(14.1		)	64.6			(0.9		)	65.5

Calvin Klein International	85.8						85.8			58.7			(5.0		)	63.7

Total Calvin Klein	71.7			—			71.7			123.3			(5.9		)	129.2

Heritage Brands Wholesale	(2.3		)	(1.3		)	(1.0		)	14.5			(0.8		)	15.3

Heritage Brands Retail	(23.8		)	(8.7		)	(15.1		)	(0.8		)				(0.8		)

Total Heritage Brands	(26.1		)	(10.0		)	(16.1		)	13.7			(0.8		)	14.5

Corporate	(43.3		)	—			(43.3		)	(44.4		)	—			(44.4		)

Total earnings before interest and taxes	$	122.1		$	(10.0	)	$	132.1		$	269.5		$	(12.1	)	$	281.6

⁽¹⁾		The adjustments for the quarter ended November 1, 2020 represent the elimination of (i) the costs related to the North America workforce reduction; and (ii) the costs related to the planned exit from the Heritage Brands Retail business.

⁽²⁾		The adjustments for the quarter ended November 3, 2019 represent the elimination of (i) the costs related to the Calvin Klein restructuring and (ii) the costs related to the Australia and TH CSAP acquisitions, primarily consisting of noncash valuation adjustments.


*PVH CORP.*
*Segment Data (continued)*
*(In millions)*

REVENUE BY SEGMENT
	Nine Months Ended		Nine Months Ended
	11/1/20		11/3/19
Tommy Hilfiger North America
Net sales	$	604.9	$	1,126.7
Royalty revenue	37.5		62.6
Advertising and other revenue	8.5		18.3
Total	650.9		1,207.6

Tommy Hilfiger International
Net sales	1,851.0		2,145.4
Royalty revenue	27.5		37.9
Advertising and other revenue	10.6		15.3
Total	1,889.1		2,198.6

Total Tommy Hilfiger
Net sales	2,455.9		3,272.1
Royalty revenue	65.0		100.5
Advertising and other revenue	19.1		33.6
Total	2,540.0		3,406.2

Calvin Klein North America
Net sales	576.5		1,130.6
Royalty revenue	72.8		114.8
Advertising and other revenue	21.9		42.7
Total	671.2		1,288.1

Calvin Klein International
Net sales	1,136.7		1,368.3
Royalty revenue	37.6		55.1
Advertising and other revenue	11.6		20.3
Total	1,185.9		1,443.7

Total Calvin Klein
Net sales	1,713.2		2,498.9
Royalty revenue	110.4		169.9
Advertising and other revenue	33.5		63.0
Total	1,857.1		2,731.8

Heritage Brands Wholesale
Net sales	537.8		960.4
Royalty revenue	8.8		15.0
Advertising and other revenue	1.6		3.1
Total	548.2		978.5

Heritage Brands Retail
Net sales	95.8		188.4
Royalty revenue	1.5		2.9
Advertising and other revenue	0.2		0.4
Total	97.5		191.7

Total Heritage Brands
Net sales	633.6		1,148.8
Royalty revenue	10.3		17.9
Advertising and other revenue	1.8		3.5
Total	645.7		1,170.2

Total Revenue
Net sales	4,802.7		6,919.8
Royalty revenue	185.7		288.3
Advertising and other revenue	54.4		100.1
Total	$	5,042.8	$	7,308.2


*PVH CORP.*
*Segment Data (continued)*
*(In millions)*

(LOSS) EARNINGS BEFORE INTEREST AND TAXES BY SEGMENT

	Nine Months Ended									Nine Months Ended
	11/1/20									11/3/19
	Results									Results
	Under						Non-GAAP			Under						Non-GAAP
	GAAP			Adjustments⁽¹⁾			Results			GAAP			Adjustments⁽²⁾			Results

Tommy Hilfiger North America	$	(120.3	)	$	(15.0	)	$	(105.3	)	$	72.9		$	(62.4	)	$	135.3

Tommy Hilfiger International	202.1			(3.1		)	205.2			344.2			(7.9		)	352.1

Total Tommy Hilfiger	81.8			(18.1		)	99.9			417.1			(70.3		)	487.4

Calvin Klein North America	(363.5		)	(303.6		)	(59.9		)	77.3			(91.5		)	168.8

Calvin Klein International	(303.0		)	(395.8		)	92.8			112.2			(67.6		)	179.8

Total Calvin Klein	(666.5		)	(699.4		)	32.9			189.5			(159.1		)	348.6

Heritage Brands Wholesale	(296.9		)	(265.2		)	(31.7		)	67.5			(1.2		)	68.7

Heritage Brands Retail	(72.2		)	(24.8		)	(47.4		)	3.3						3.3

Total Heritage Brands	(369.1		)	(290.0		)	(79.1		)	70.8			(1.2		)	72.0

Corporate	(144.2		)	(24.9		)	(119.3		)	(23.0		)	104.4			(127.4		)

Total (loss) earnings before interest and taxes	$	(1,098.0	)	$	(1,032.4	)	$	(65.6	)	$	654.4		$	(126.2	)	$	780.6
Total (loss) earnings before interest and taxes

⁽¹⁾		The adjustments for the nine months ended November 1, 2020 represent the elimination of (i) the noncash impairment charges related to goodwill, tradenames, other intangible assets, store assets and an equity method investment as a result of the significant negative impacts of the COVID-19 pandemic on the Company’s business; (ii) the noncash net loss recorded related to the Speedo transaction; (iii) the costs in connection with the consolidation within the Company’s warehouse and distribution network in North America; (iv) the costs related to the North America workforce reduction; and (v) the costs related to the planned exit from the Heritage Brands Retail business.

⁽²⁾		The adjustments for the nine months ended November 3, 2019 represent the elimination of (i) the costs related to the Calvin Klein restructuring; (ii) the costs in connection with the TH U.S. store closures; (iii) the costs in connection with the refinancing of the Company’s senior credit facilities; (iv) the costs related to the Australia and TH CSAP acquisitions, primarily consisting of noncash valuation adjustments; (vi) the one-time costs recorded on the Company’s equity investments in Gazal and PVH Australia prior to the Australia acquisition closing; (v) the noncash gain recorded to write up the Company’s equity investments in Gazal and PVH Australia to fair value in connection with the Australia acquisition; and (vii) the costs in connection with the Socks and Hosiery transaction.

PVH CORP.

Reconciliations of 2020 Constant Currency Revenue

(In millions)

As a supplement to the Company’s reported operating results, the Company presents constant currency revenue information, which is a non-GAAP financial measure. The Company presents results in this manner because it is a global company that transacts business in multiple currencies but reports financial information in U.S. dollars. Foreign currency exchange rate fluctuations affect the amounts reported by the Company in U.S. dollars with respect to its foreign revenues. Exchange rate fluctuations can have a significant effect on reported revenues. The Company believes presenting constant currency revenue information provides useful information to investors, as it provides information to assess how its businesses performed excluding the effects of changes in foreign currency exchange rates and assists investors in evaluating the effectiveness of the Company’s operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.

	GAAP Revenue				% Change
	Quarter Ended				GAAP			Positive Impact of Foreign Exchange		Constant Currency
	11/1/20		11/3/19		GAAP			Positive Impact of Foreign Exchange		Constant Currency

Tommy Hilfiger International	$	822.2	$	821.1	0.1		%	6.0	%	(5.9	)%
Total Tommy Hilfiger	1,089.8		1,243.9		(12.4	)	%	4.0	%	(16.4	)%

Calvin Klein International	514.6		513.6		0.2		%	4.5	%	(4.3	)%
Total Calvin Klein	790.0		968.9		(18.4	)	%	2.4	%	(20.8	)%

Total Revenue	$	2,118.1	$	2,587.7	(18.1	)	%	2.9	%	(21.0	)%

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005904/en/

Dana Perlman

Treasurer, Senior Vice President, Business Development and Investor Relations

(212) 381-3502

[email protected]

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Fashion Online Retail Retail Luxury Department Stores Manufacturing Specialty

MEDIA:

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December 2, 2020 4:18 pm

ProAssurance Declares Quarterly Dividend

ProAssurance Declares Quarterly Dividend

BIRMINGHAM, Ala.–(BUSINESS WIRE)–
The Board of Directors of ProAssurance Corporation (NYSE:PRA) has declared a cash dividend of $0.05 per common share, payable on January 7, 2021 to shareholders who own our stock as of December 22, 2020.

For 2020, our dividend policy anticipates a total annual dividend of $0.72 per share. On an annualized basis going forward, our policy anticipates annual dividends of $0.20 per share to be paid in equal quarterly installments. However, any decision to pay future cash dividends will be subject to the Board’s final determination after a comprehensive review of the company’s financial performance, future expectations, and other factors deemed relevant by the Board.

Today our Board also set May 25, 2021 as the date of the 2021 Annual Meeting of Shareholders to be held at our headquarters in Birmingham, Alabama. The record date for the meeting is March 29, 2021.

About ProAssurance

ProAssurance Corporation is an industry-leading specialty insurer with extensive expertise in healthcare professional liability, products liability for medical technology and life sciences, legal professional liability, and workers’ compensation insurance. ProAssurance Group is rated “A” (Excellent) by AM Best; ProAssurance and its operating subsidiaries are rated “A-” (Strong) by Fitch Ratings. For the latest on ProAssurance and its industry-leading suite of products and services, cutting-edge risk management and practice enhancement programs, follow @ProAssurance on Twitter or LinkedIn. ProAssurance’s YouTube channel regularly presents thought provoking, insightful videos that communicate effective practice management, patient safety and risk management strategies.

Caution Regarding Forward-Looking Statements

Statements in this news release that are not historical fact or that convey our view of future business, events or trends are specifically identified as forward-looking statements. Forward-looking statements are based upon our estimates and anticipation of future events and highlight certain risks and uncertainties that could cause actual results to vary materially from our expected results. We expressly claim the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, for any forward-looking statements in this news release. Forward-looking statements represent our outlook only as of the date of this news release. Except as required by law or regulation, we do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

There are a number of risk factors that may cause outcomes that differ from our expectations or projections. These are described in detail in various documents filed by ProAssurance Corporation with the Securities and Exchange Commission, such as current reports on Form 8-K, and regular reports on Forms 10-Q and 10-K, particularly in “Item 1A, Risk Factors.”

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005937/en/

Ken McEwen

Manager, Investor Relations

800-282-6242 • 205-439-7903 •[email protected]

KEYWORDS: Alabama United States North America

INDUSTRY KEYWORDS: Insurance Professional Services

MEDIA:

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December 2, 2020 4:18 pm

Umesh Padval Joins Impinj Board of Directors

Umesh Padval Joins Impinj Board of Directors

SEATTLE–(BUSINESS WIRE)–
Impinj, Inc. (NASDAQ: PI), a leading provider and pioneer of RAIN RFID solutions, today announced that Umesh Padval has joined its board of directors.

“Umesh brings extensive experience operating high-growth technology companies,” said Impinj Board Chair Peter van Oppen. “These skills, along with board and venture capital experience, are a strong addition to our team.”

“His love of technology, his entrepreneurial spirit, and his broad operational and strategic experience are what make Umesh a great fit for Impinj and an outstanding addition to our board,” said Impinj CEO Chris Diorio.

Padval is a venture partner at Thomvest Ventures and serves as a board member at multiple growth-stage technology companies. Prior to joining Thomvest, Padval worked for over 8 years at Bessemer Venture Partners. Prior to Bessemer, he was an executive vice president at LSI after its acquisition of C-Cube Microsystems, where he had served as president and CEO. He holds a bachelor’s degree in technology from Indian Institute of Technology, Mumbai, and master’s degrees in engineering from both Pennsylvania State University and Stanford University.

Padval joins Tom A. Alberg, Clinton Bybee, Chris Diorio, Dan Gibson, Cathal Phelan, Gregory Sessler, Peter van Oppen, and Theresa Wise on the Impinj board of directors.

About Impinj

Impinj (NASDAQ: PI) helps businesses and people analyze, optimize, and innovate by wirelessly connecting billions of everyday things—such as apparel, automobile parts, luggage, and shipments—to the Internet. The Impinj platform uses RAIN RFID to deliver timely data about these everyday things to business and consumer applications, enabling a boundless Internet of Things. www.impinj.com

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005931/en/

Investor Relations Contact

Investor Relations

+1-206-315-4470

[email protected]

Media Contact

Jill West

Sr. Director, Marketing & Communications

Phone: +1 206-834-1110

[email protected]

KEYWORDS: Washington United States North America

INDUSTRY KEYWORDS: Data Management Technology Mobile/Wireless Software Networks Internet

MEDIA:

December 2, 2020 4:18 pm

Guess?, Inc. Reports Third Quarter Results

Guess?, Inc. Reports Third Quarter Results

Q3 Fiscal 2021 Revenues Decreased 8% to $569 Million; Decreased 10% in Constant Currency, a Significant Improvement Versus the First Half of the Year

Q3 Fiscal 2021 GAAP EPS of $0.41, Compared to $0.18 in Q3 Fiscal 2020; Q3 Fiscal 2021 Adjusted EPS of $0.58, Compared to $0.22 in Q3 Fiscal 2020

Ended the Quarter with $365 Million in Cash and Cash Equivalents Versus $110 Million in the Prior-Year Quarter through Strategic Management of Working Capital and Investments

LOS ANGELES–(BUSINESS WIRE)–
Guess?, Inc. (NYSE: GES) today reported financial results for its third quarter ended October 31, 2020.

Carlos Alberini, Chief Executive Officer, commented, “We are very pleased with our third quarter performance, which significantly exceeded our expectations, in spite of the challenging circumstances we faced due to the pandemic. I am extremely proud of our teams around the world, which continue to excel in a difficult environment, demonstrating a relentless commitment to our customers and our Company, tremendous agility and exceptional execution. During the period, we have more than doubled our earnings per share versus last year, and significantly expanded our operating margin as our revenues decreased 7.6%. We managed the business well, drove more full price selling, increased product margins, reduced occupancy costs and leveraged expenses effectively. Our balance sheet is in great shape, with cash and equivalents of $365 million at quarter end and inventories 24% below last year’s levels.”

Mr. Alberini continued, “We are well positioned for the holiday period. While COVID-related restrictions are meaningfully impacting several markets, especially in Europe, we are confident in our brand, our product and our team’s ability to navigate the Company through these challenges.”

Mr. Alberini concluded, “We continue to work on transforming our business model and elevating our brand. During the period, we launched our first-ever global product line for all categories. This will enable us to represent the brand more consistently across the globe and benefit from significant efficiencies in developing our products. This is an incredible accomplishment that required vision, determination and tremendous teamwork. We also completed our Salesforce platform implementation and continue to work on other projects focused on customer centricity and organizational efficiencies. We have a clear vision for our Company and have a great team that is very excited about our future and is ready to take every challenge head on. I strongly believe we have a great model to continue to gain market share and grow profitably for many years to come.”

Adjusted Amounts

This press release contains certain non-GAAP, or adjusted, financial measures. References to “adjusted” results exclude the impact of (i) asset impairment charges, (ii) net gains on lease modifications, (iii) certain professional service and legal fees and related net credits, (iv) certain separation charges, (v) non-cash debt discount amortization on our convertible senior notes, (vi) the related tax effects of the foregoing items as well as adjustments to uncertain tax positions excluded from results in prior years and (vii) certain discrete tax adjustments, in each case where applicable. A reconciliation of reported GAAP results to comparable non-GAAP results is provided in the accompanying tables and discussed under the heading “Presentation of Non-GAAP Information” below.

COVID-19 Third Quarter Business Update

The coronavirus (or “COVID-19”) pandemic has had and is continuing to have a material impact on the Company’s financial performance. During the third quarter of fiscal 2021, the Company continued to experience lower net revenue compared to the same prior-year period as it remained challenged by lower demand. The Company partially offset these revenue declines by reducing its SG&A expenses for the quarter through expense savings. Toward the end of the third quarter of fiscal 2021, the Company started to incur a new round of government-mandated temporary store closures, resulting in the closure of just over 5% of our directly operated stores as of October 31, 2020, mostly in Europe. That percentage increased to slightly under 20% during the fiscal month of November, but recent store re-openings have helped decrease the store closure percentage to just under 10% as of November 29, 2020.

Third Quarter Fiscal 2021 Results

For the third quarter of fiscal 2021, the Company recorded GAAP net earnings of $26.4 million, a 112.3% increase compared to $12.4 million for the third quarter of fiscal 2020. GAAP diluted earnings per share increased 127.8% to $0.41 for the third quarter of fiscal 2021, compared to $0.18 for the same prior-year quarter. The Company estimates that its share buybacks had a positive impact of $0.03 on GAAP diluted earnings per share and currency had a negative impact of $0.11 on diluted earnings per share in the third quarter of fiscal 2021.

For the third quarter of fiscal 2021, the Company’s adjusted net earnings were $37.4 million, a 150.7% increase compared to $14.9 million for the third quarter of fiscal 2020. Adjusted diluted earnings per share increased 163.6% to $0.58, compared to $0.22 for the same prior-year quarter. The Company estimates that its share buybacks had a positive impact of $0.05 on adjusted diluted earnings per share in the third quarter of fiscal 2021.

Net Revenue. Total net revenue for the third quarter of fiscal 2021 decreased 7.6% to $569.3 million, compared to $615.9 million in the same prior-year quarter. In constant currency, net revenue decreased by 10.1%.

Americas Retail revenues decreased 26.7% in U.S. dollars and 26.2% in constant currency. Retail comp sales including e-commerce decreased 21% in U.S. dollars and 20% in constant currency.
Americas Wholesale revenues decreased 36.2% in U.S. dollars and 34.2% in constant currency.
Europe revenues increased 16.0% in U.S. dollars and 10.2% in constant currency. Retail comp sales including e-commerce decreased 9% in U.S. dollars and 13% in constant currency.
Asia revenues decreased 24.7% in U.S. dollars and 26.6% in constant currency. Retail comp sales including e-commerce decreased 15% in U.S. dollars and 18% in constant currency.
Licensing revenues decreased 12.5% in U.S. dollars.

Earnings from Operations. GAAP earnings from operations for the third quarter of fiscal 2021 increased 96.3% to $44.5 million (including $10.3 million in non-cash impairment charges taken on certain long-lived store related assets and a $1.6 million favorable currency translation impact), compared to $22.6 million in the same prior-year quarter. GAAP operating margin in the third quarter increased 410 basis points to 7.8%, compared to 3.7% in the same prior-year quarter, driven primarily by the benefit of higher wholesale revenues in Europe as we elongated the fall-winter season’s shipment window, higher initial markups and overall lower expenses, partially offset by the unfavorable impact from negative comparable sales. The negative impact of currency on operating margin for the quarter was approximately 40 basis points.

For the third quarter of fiscal 2021, adjusted earnings from operations increased 139.5% to $55.3 million, compared to $23.1 million in the same prior-year quarter. Adjusted operating margin increased 600 basis points to 9.7%, compared to 3.7% in the same prior-year quarter, driven primarily by the benefit of higher wholesale revenues in Europe as we elongated the fall-winter season’s shipment window, higher initial markups and overall lower expenses, partially offset by the unfavorable impact from negative comparable sales.

Operating margin for the Company’s Americas Retail segment decreased 50 basis points to 0.4% in the third quarter of fiscal 2021, from 0.9% in the same prior-year quarter, driven primarily by the deleveraging impact of negative comparable sales driven by lower traffic as a result of the COVID-19 pandemic, partially offset by lower store selling expenses.
Operating margin for the Company’s Americas Wholesale segment increased 300 basis points to 22.9% in the third quarter of fiscal 2021, from 19.9% in the same prior-year quarter, due mainly to higher product margin.
Operating margin for the Company’s Europe segment increased 900 basis points to 16.0% in the third quarter of fiscal 2021, compared to 7.0% in the same prior-year quarter, driven primarily by overall leveraging of costs due to higher wholesale revenues as we elongated the fall-winter season’s shipment window and, to a lesser extent, higher initial markups as well as rent concessions.
Operating margin for the Company’s Asia segment increased 530 basis points to 2.3% in the third quarter of fiscal 2021, compared to negative 3.0% in the same prior-year quarter, due mainly to higher product margin and the favorable impact of business mix.
Operating margin for the Company’s Licensing segment increased 660 basis points to 93.8% in the third quarter of fiscal 2021, compared to 87.2% in the same prior-year quarter.

Other expense, net, was $6.5 million for the third quarter of fiscal 2021, compared to $0.1 million in the same prior-year quarter. The change was driven primarily by market volatility which resulted in net unrealized losses on the translation of foreign currency balances and net unrealized losses on our SERP-related assets, compared to net unrealized gains in the same prior-year quarter. This was partially offset by lower net losses related to one of our minority investments during the third quarter of fiscal 2021, compared to the same prior-year quarter.

Nine-Month Period Results

For the nine months ended October 31, 2020, the Company recorded GAAP net loss of $151.6 million, compared to GAAP net earnings of $16.4 million for the nine months ended November 2, 2019. GAAP diluted loss per share was $2.35 for the nine months ended October 31, 2020, compared to GAAP earnings per share of $0.22 during the same prior-year period. The Company estimates that its share buybacks and its prior year convertible notes transaction had a net negative impact of $0.35 on GAAP diluted loss per share and currency had a negative impact of $0.17 on diluted loss per share for the nine months ended October 31, 2020.

For the nine months ended October 31, 2020, the Company recorded adjusted net loss of $82.2 million, compared to adjusted net earnings of $22.7 million for the nine months ended November 2, 2019. Adjusted diluted loss per share was $1.27, compared to adjusted earnings per share of $0.31 during the same prior-year period. The Company estimates that its share buybacks and its prior year convertible notes transaction had a net negative impact of $0.18 on adjusted diluted loss per share during the nine months ended October 31, 2020.

Net Revenue. Total net revenue for the first nine months of fiscal 2021 decreased 33.1% to $1.23 billion, from $1.84 billion in the same prior-year period. In constant currency, net revenue decreased by 33.4%.

Americas Retail revenues decreased 43.1% in U.S. dollars and 42.6% in constant currency.
Americas Wholesale revenues decreased 43.2% in U.S. dollars and 40.8% in constant currency.
Europe revenues decreased 23.4% in U.S. dollars and 24.9% in constant currency.
Asia revenues decreased 39.2% in U.S. dollars and 38.8% in constant currency.
Licensing revenues decreased 25.3% in U.S. dollars.

Earnings (Loss) from Operations. GAAP loss from operations for the first nine months of fiscal 2021 was $132.4 million (including $75.3 million in non-cash impairment charges taken on certain long-lived store related assets and a $6.7 million favorable currency translation impact), compared to GAAP earnings from operations of $44.2 million in the same prior-year period. GAAP operating margin in the first nine months of fiscal 2021 decreased 13.2% to negative 10.8%, from 2.4% in the same prior-year period, driven primarily by overall deleveraging of expenses and higher asset impairment charges due to the negative impact from the COVID-19 pandemic on our global operations. The positive impact of currency on operating margin for the first nine months of fiscal 2021 was approximately 20 basis points.

For the nine months ended October 31, 2020, adjusted operating loss was $54.2 million, compared to adjusted earnings from operations of $48.6 million for the nine months ended November 2, 2019. Adjusted operating margin decreased 700 basis points to negative 4.4% for the nine months ended October 31, 2020, from 2.6% in the same prior-year period, driven primarily by overall deleveraging of expenses due to the negative impact from the COVID-19 pandemic on our global operations.

Operating margin for the Company’s Americas Retail segment decreased 14.0% to negative 13.0% in the first nine months of fiscal 2021, from 1.0% in the same prior-year period, driven primarily by the deleveraging impact of temporary store closures and lower traffic as a result of the COVID-19 pandemic, partially offset by lower store selling expenses.
Operating margin for the Company’s Americas Wholesale segment decreased 490 basis points to 14.1% in the first nine months of fiscal 2021, from 19.0% in the same prior-year period, due mainly to the negative impact from the COVID-19 pandemic which resulted in overall deleveraging of expenses.
Operating margin for the Company’s Europe segment decreased 220 basis points to 4.4% in the first nine months of fiscal 2021, from 6.6% in the same prior-year period, driven primarily by overall deleveraging of expenses due to lower revenue as a result of the COVID-19 pandemic, partially offset by the favorable impact from rent concessions and higher initial markups.
Operating margin for the Company’s Asia segment decreased 12.0% to negative 16.2% in the first nine months of fiscal 2021, from negative 4.2% in the same prior-year period, due mainly to the negative impact from the COVID-19 pandemic which resulted in significantly higher inventory reserves and overall deleveraging of expenses.
Operating margin for the Company’s Licensing segment increased 290 basis points to 89.5% in the first nine months of fiscal 2021, from 86.6% in the same prior-year period.

Other expense, net, was $20.6 million for the first nine months of fiscal 2021, compared to $4.3 million in the same prior-year period. The change was due primarily to market volatility which resulted in higher unrealized losses on the translation of foreign currency balances and lower net unrealized gains on our SERP-related assets, compared to the same prior-year period. During the first nine months of fiscal 2021, the Company also recognized net mark-to-market losses on revaluation of foreign exchange currency contracts, compared to gains in the same prior-year period.

Outlook

Given the current circumstances regarding the COVID-19 crisis and its uncertain impact on our operations, we are not providing detailed guidance for the fourth quarter or the full fiscal year ending January 30, 2021. We expect revenues in the fourth quarter of fiscal 2021 to be down in the low to mid-twenties, impacted by lower customer traffic in stores related to the pandemic and temporary government-mandated store closures, especially in Europe and Canada, as well as permanent store closures. In addition, as a result of strategic product development changes, a smaller percentage of the European wholesale Spring/Summer collection will be shipped in the fourth quarter of this year versus last year with the remainder expected to ship mainly in the first quarter of next year.

Dividend

The Company’s Board of Directors has approved a quarterly cash dividend of $0.1125 per share on the Company’s common stock. The dividend will be payable on January 4, 2021 to shareholders of record as of the close of business on December 16, 2020.

Presentation of Non-GAAP Information

The financial information presented in this release includes non-GAAP financial measures such as adjusted results, constant currency financial information and free cash flow measures. For the three and nine months ended October 31, 2020, the adjusted results exclude the impact of certain professional service and legal fees and related net credits, certain separation charges, asset impairment charges, net gains on lease modifications, non-cash amortization of debt discount on the Company’s convertible senior notes, the related tax impacts of these adjustments as well as certain discrete tax adjustments, where applicable. For the three and nine months ended November 2, 2019, the adjusted results exclude the impact of certain professional service and legal fees and related net credits, asset impairment charges, non-cash amortization of debt discount on the Company’s convertible senior notes, the related tax impacts of these adjustments as well as adjustments to uncertain tax positions excluded from results in prior years, where applicable. These non-GAAP measures are provided in addition to, and not as alternatives for, the Company’s reported GAAP results.

The Company has excluded these items from its adjusted financial measures primarily because it believes these items are not indicative of the underlying performance of its business and that the adjusted financial information provided is useful for investors to evaluate the comparability of the Company’s operating results and its future outlook (when reviewed in conjunction with the Company’s GAAP financial statements). A reconciliation of reported GAAP results to comparable non-GAAP results is provided in the accompanying tables.

This release also includes certain constant currency financial information. Foreign currency exchange rate fluctuations affect the amount reported from translating the Company’s foreign revenue, expenses and balance sheet amounts into U.S. dollars. These rate fluctuations can have a significant effect on reported operating results under GAAP. The Company provides constant currency information to enhance the visibility of underlying business trends, excluding the effects of changes in foreign currency translation rates. To calculate net revenue and earnings (loss) from operations on a constant currency basis, actual or forecasted results for the current-year period are translated into U.S. dollars at the average exchange rates in effect during the comparable period of the prior year. The constant currency calculations do not adjust for the impact of revaluing specific transactions denominated in a currency that is different from the functional currency of that entity when exchange rates fluctuate. However, in calculating the estimated impact of currency on our earnings (loss) per share for our actual or forecasted results, the Company estimates gross margin (including the impact of merchandise-related hedges) and expenses using the appropriate prior-year rates, translates the estimated foreign earnings at the comparable prior-year rates, and excludes the year-over-year earnings impact of gains or losses arising from balance sheet remeasurement and foreign currency contracts not designated as merchandise hedges. The constant currency information presented may not be comparable to similarly titled measures reported by other companies.

The Company also includes information regarding its free cash flows in this release. The Company calculates free cash flows as cash flows from operating activities less (i) purchases of property and equipment and (ii) payments for property and equipment under finance leases. Free cash flows are not intended to be an alternative to cash flows from operating activities as a measure of liquidity, but rather provides additional visibility to investors regarding how much cash is generated for discretionary and non-discretionary items after deducting purchases of property and equipment and payments for property and equipment under finance leases. Free cash flow information presented may not be comparable to similarly titled measures reported by other companies. A reconciliation of reported GAAP cash flows from operating activities to the comparable non-GAAP free cash flow measure is provided in the accompanying tables.

Investor Conference Call

The Company will hold a conference call at 4:45 pm (ET) on December 2, 2020 to discuss the news announced in this press release. A live webcast of the conference call will be accessible at www.guess.com via the “Investor Relations” link. The webcast will be archived on the website for 30 days.

About Guess?

Guess?, Inc. designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, denim, handbags, watches, eyewear, footwear and other related consumer products. Guess? products are distributed through branded Guess? stores as well as better department and specialty stores around the world. As of October 31, 2020, the Company directly operated 1,068 retail stores in the Americas, Europe and Asia. The Company’s partners and distributors operated 536 additional retail stores worldwide. As of October 31, 2020, the Company and its partners and distributors operated in approximately 100 countries worldwide. For more information about the Company, please visit www.guess.com.

Forward-Looking Statements

Except for historical information contained herein, certain matters discussed in this press release or the related conference call and webcast, including statements concerning the potential actions and impacts related to the COVID-19 pandemic; statements concerning the Company’s expectations, goals, future prospects, global cost reduction opportunities and profitability efforts, capital allocation plans, cash needs and current business strategies and strategic initiatives; and statements expressing optimism or pessimism about future operating results, growth opportunities, earnings, and operating margins are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are frequently indicated by terms such as “expect,” “could,” “will,” “should,” “goal,” “strategy,” “believe,” “estimate,” “continue,” “outlook,” “plan,” “create,” “see,” and similar terms, are only expectations, and involve known and unknown risks and uncertainties, which may cause actual results in future periods to differ materially from what is currently anticipated. Factors which may cause actual results in future periods to differ materially from current expectations include, among others: our ability to maintain our brand image and reputation; domestic and international economic or political conditions, including economic and other events that could negatively impact consumer confidence and discretionary consumer spending; the continuation or worsening of impacts related to the COVID-19 pandemic, including business, financial, human capital, litigation and other impacts to the Company and its partners; our ability to successfully negotiate rent relief or other lease-related terms with our landlords; our ability to successfully negotiate or defer our vendor obligations; our ability to maintain adequate levels of liquidity; changes to estimates related to impairments, inventory and other reserves, including the impact of the CARES Act, which were made using the best information available at the time; changes in the competitive marketplace and in our commercial relationships; our ability to anticipate and adapt to changing consumer preferences and trends; our ability to manage our inventory commensurate with customer demand; risks related to the timing and costs of delivering merchandise to our stores and our wholesale customers; unexpected or unseasonable weather conditions; our ability to effectively operate our various retail concepts, including securing, renewing, modifying or terminating leases for store locations; our ability to successfully and/or timely implement our growth strategies and other strategic initiatives; our ability to successfully implement or update information technology systems, including enhancing our global omni-channel capabilities; our ability to expand internationally and operate in regions where we have less experience, including through joint ventures; risks related to our convertible senior notes issued in April 2019, including our ability to settle the liability in cash; our ability to successfully or timely implement plans for cost reductions; our ability to effectively and efficiently manage the volume and costs associated with our European distribution centers without incurring shipment delays; our ability to attract and retain key personnel; obligations or changes in estimates arising from new or existing litigation, tax and other regulatory proceedings; risks related to the complexity of the Tax Reform, future clarifications and legislative amendments thereto, as well as our ability to accurately interpret and predict its impact on our cash flows and financial condition; the risk of economic uncertainty associated with the transition period of the United Kingdom’s departure from the European Union (“Brexit”) or any other similar referendums that may be held; the occurrence of unforeseen epidemics, such as the COVID-19 pandemic; other catastrophic events; changes in U.S. or foreign tax or tariff policy, including changes to tariffs on imports into the U.S.; accounting adjustments identified after issuance of this release; risk of future non-cash asset impairments, including goodwill, right-of-use lease assets and/or other store asset impairments; restructuring charges; our ability to adapt to new regulatory compliance and disclosure obligations; risks associated with our foreign operations, such as violations of laws prohibiting improper payments and the burdens of complying with a variety of foreign laws and regulations (including global data privacy regulations); risks associated with the acts or omissions of our third party vendors, including a failure to comply with our vendor code of conduct or other policies; risks associated with cyber-attacks and other cyber security risks; risks associated with our ability to properly collect, use, manage and secure consumer and employee data; risks associated with our vendors’ ability to maintain the strength and security of information technology systems; and changes in economic, political, social and other conditions affecting our foreign operations and sourcing, including the impact of currency fluctuations, global tax rates and economic and market conditions in the various countries in which we operate. In addition to these factors, the economic, technological, managerial, and other risks identified in the Company’s most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission, including but not limited to the risk factors discussed therein, could cause actual results to differ materially from current expectations. The current global economic climate, length and severity of the COVID-19 pandemic, and uncertainty surrounding potential changes in U.S. policies and regulations may amplify many of these risks. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Guess?, Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Loss)
(amounts in thousands, except per share data)


	Three Months Ended										Nine Months Ended
	October 31, 2020					November 2, 2019					October 31, 2020					November 2, 2019
	$			%		$			%		$			%		$			%

Product sales	$	549,851		96.6	%	$	593,736		96.4	%	$	1,183,560		96.4	%	$	1,776,287		96.8	%
Net royalties	19,433			3.4	%	22,208			3.6	%	44,514			3.6	%	59,568			3.2	%
Net revenue	569,284			100.0	%	615,944			100.0	%	1,228,074			100.0	%	1,835,855			100.0	%

Cost of product sales	329,764			57.9	%	386,445			62.7	%	807,297			65.7	%	1,158,741			63.1	%

Gross profit	239,520			42.1	%	229,499			37.3	%	420,777			34.3	%	677,114			36.9	%

Selling, general and administrative expenses	184,739			32.5	%	205,003			33.3	%	478,320			39.0	%	627,823			34.2	%
Asset impairment charges	10,335			1.8	%	1,847			0.3	%	75,276			6.1	%	5,126			0.3	%
Net gains on lease modifications	(21		)	(0.0	%)	—			—	%	(450		)	(0.0	%)	—			—	%

Earnings (loss) from operations	44,467			7.8	%	22,649			3.7	%	(132,369		)	(10.8	%)	44,165			2.4	%

Other income (expense):
Interest expense	(5,809		)	(1.0	%)	(4,946		)	(0.8	%)	(17,212		)	(1.4	%)	(11,156		)	(0.6	%)
Interest income	562			0.1	%	492			0.1	%	1,608			0.1	%	1,166			0.1	%
Other expense, net	(6,521		)	(1.2	%)	(62		)	(0.1	%)	(20,553		)	(1.6	%)	(4,346		)	(0.3	%)

Earnings (loss) before income tax expense (benefit)	32,699			5.7	%	18,133			2.9	%	(168,526		)	(13.7	%)	29,829			1.6	%

Income tax expense (benefit)	5,145			0.9	%	4,548			0.7	%	(14,850		)	(1.2	%)	10,649			0.6	%

Net earnings (loss)	27,554			4.8	%	13,585			2.2	%	(153,676		)	(12.5	%)	19,180			1.0	%

Net earnings (loss) attributable to noncontrolling interests	1,178			0.2	%	1,162			0.2	%	(2,028		)	(0.2	%)	2,809			0.1	%

Net earnings (loss) attributable to Guess?, Inc.	$	26,376		4.6	%	$	12,423		2.0	%	$	(151,648	)	(12.3	%)	$	16,371		0.9	%

Net earnings (loss) per common share attributable to common stockholders:
Basic	$	0.41				$	0.19				$	(2.35	)			$	0.22
Diluted	$	0.41				$	0.18				$	(2.35	)			$	0.22

Weighted average common shares outstanding attributable to common stockholders:
Basic	62,789					66,393					64,561					72,275
Diluted	63,579					67,314					64,561					73,211
Effective tax rate	15.7		%			25.1		%			8.8		%			35.7		%

Adjusted selling, general and administrative expenses¹:	$	184,231		32.4	%	$	206,417		33.6	%	$	474,993		38.7	%	$	628,560		34.3	%

Adjusted earnings (loss) from operations¹:	$	55,289		9.7	%	$	23,082		3.7	%	$	(54,216	)	(4.4	%)	$	48,554		2.6	%

Adjusted net earnings (loss) attributable to Guess?, Inc.¹:	$	37,363		6.6	%	$	14,902		2.4	%	$	(82,189	)	(6.7	%)	$	22,700		1.2	%

Adjusted diluted earnings (loss) per common share attributable to common stockholders¹:	$	0.58				$	0.22				$	(1.27	)			$	0.31

Adjusted effective tax rate¹:	16.4		%			23.6		%			(2.0		%)			35.1		%
______________________________________________________________________

The adjusted results for the three and nine months ended October 31, 2020 reflect the exclusion of certain professional service and legal fees and related net credits, certain separation charges, asset impairment charges, net gains on lease modifications, non-cash amortization of debt discount on the Company’s convertible senior notes, the related tax impacts of these adjustments as well as certain discrete tax adjustments, where applicable. The adjusted results for the three and nine months ended November 2, 2019 reflect the exclusion of certain professional service and legal fees and related net credits, asset impairment charges, non-cash amortization of debt discount on the Company’s convertible senior notes, the related tax impacts of these adjustments as well as adjustments to uncertain tax positions excluded from results in prior years, where applicable. A complete reconciliation of actual results to adjusted results is presented in the table entitled “Reconciliation of GAAP Results to Adjusted Results.”

Guess?, Inc. and Subsidiaries

Reconciliation of GAAP Results to Adjusted Results

(dollars in thousands)

The following table provides reconciliations of reported GAAP selling, general and administrative expenses to adjusted selling, general and administrative expenses, reported GAAP earnings (loss) from operations to adjusted earnings (loss) from operations, reported GAAP net earnings (loss) attributable to Guess?, Inc. to adjusted net earnings (loss) attributable to Guess?, Inc. and reported GAAP income tax expense (benefit) to adjusted income tax expense for the three and nine months ended October 31, 2020 and November 2, 2019.

	Three Months Ended						Nine Months Ended
	October 31, 2020			November 2, 2019			October 31, 2020			November 2, 2019

Reported GAAP selling, general and administrative expenses	$	184,739		$	205,003		$	478,320		$	627,823
Certain professional service and legal fees and related net credits¹		195			1,414			56			737
Separation charges²		(703	)		—			(3,383	)		—

Adjusted selling, general and administrative expenses	$	184,231		$	206,417		$	474,993		$	628,560

Reported GAAP earnings (loss) from operations	$	44,467		$	22,649		$	(132,369	)	$	44,165
Certain professional service and legal fees and related net credits¹		(195	)		(1,414	)		(56	)		(737	)
Separation charges²		703			—			3,383			—
Asset impairment charges³		10,335			1,847			75,276			5,126
Net gains on lease modifications⁴		(21	)		—			(450	)		—

Adjusted earnings (loss) from operations	$	55,289		$	23,082		$	(54,216	)	$	48,554

Reported GAAP net earnings (loss) attributable to Guess?, Inc.	$	26,376		$	12,423		$	(151,648	)	$	16,371
Certain professional service and legal fees and related net credits¹		(195	)		(1,414	)		(56	)		(737	)
Separation charges²		703			—			3,383			—
Asset impairment charges³		10,335			1,847			75,276			5,126
Net gains on lease modifications⁴		(21	)		—			(450	)		—
Amortization of debt discount⁵		2,599			2,447			7,796			5,109
Discrete tax adjustments⁶		635			—			805			—
Income tax impact from adjustments⁷		(3,069	)		(401	)		(17,295	)		(3,169	)

Total adjustments affecting net earnings (loss) attributable to Guess?, Inc.		10,987			2,479			69,459			6,329

Adjusted net earnings (loss) attributable to Guess?, Inc.	$	37,363		$	14,902		$	(82,189	)	$	22,700

Reported GAAP income tax expense (benefit)	$	5,145		$	4,548		$	(14,850	)	$	10,649
Discrete tax adjustments⁶		(635	)		—			(805	)		—
Income tax impact from adjustments⁷		3,069			401			17,295			3,169

Adjusted income tax expense	$	7,579		$	4,949		$	1,640		$	13,818

Adjusted effective tax rate		16.4	%		23.6	%		(2.0	%)		35.1	%
______________________________________________________________________

¹		During the three and nine months ended October 31, 2020 and November 2, 2019, the Company recorded certain professional service and legal fees and related net credits, which it otherwise would not have incurred as part of its business operations.
²		During the three months ended May 2, 2020, the Company recorded $0.2 million in separation-related charges mainly related to certain cash severance payments, partially offset by adjustments to non-cash stock-based compensation expense related to our former Chief Executive Officer resulting from changes in expected performance conditions of certain previously granted stock awards that were no longer subject to service vesting requirements after his departure. During the three and nine months ended October 31, 2020, the Company recorded $0.7 million and $3.2 million in separation-related charges mainly related to headcount reduction in response to the pandemic, respectively. There were no unusual separation charges recorded during the three and nine months ended November 2, 2019.
³		During the three and nine months ended October 31, 2020, the Company recognized asset impairment charges related primarily to impairment of operating lease right-of-use assets and impairment of property and equipment related to certain retail locations resulting from lower revenue and future cash flow projections from the ongoing effects of the COVID-19 pandemic. During the three and nine months ended November 2, 2019, the Company’s asset impairment charges related primarily to impairment of property and equipment and impairment of operating lease right-of-use assets related to certain retail locations resulting from under-performance and expected store closures.
⁴		During the three and nine months ended October 31, 2020, the Company recorded net gains on lease modifications related primarily to the early termination of certain lease agreements.
⁵		In April 2019, the Company issued $300 million principal amount of 2.00% convertible senior notes due 2024 (the “Notes”) in a private offering. The Company has separated the Notes into liability (debt) and equity (conversion option) components. The debt discount, which represents an amount equal to the fair value of the equity component, is amortized as non-cash interest expense over the term of the Notes.
⁶		During the three and nine months ended October 31, 2020, the discrete tax adjustments related primarily to the negative impact from cumulative valuation allowances, partially offset by tax benefits from a tax rate change due to net operating loss carryback. During the three and nine months ended October 31, 2020, the Company recognized valuation allowances of $1.2 million and $4.9 million, respectively, resulting from jurisdictions where there have been cumulative net operating losses, limiting the Company’s ability to consider other subjective evidence to continue to recognize the existing deferred tax assets. This was partially offset by tax benefits of approximately $0.7 million and $4.6 million recorded during the three and nine months ended October 31, 2020, respectively, resulting from a tax rate change related to the ability to carryback net operating losses to tax years with a higher federal corporate tax rate as allowed under the CARES Act enacted in March 2020.
⁷		The income tax effect of certain professional service and legal fees and related net credits, separation charges, asset impairment charges, net gains on lease modifications and the amortization of debt discount was based on the Company’s assessment of deductibility using the statutory tax rate (inclusive of the impact of valuation allowances) of the tax jurisdiction in which the charges were incurred. The income tax adjustment for the nine months ended November 2, 2019 also included adjustments to uncertain tax positions excluded from results in prior years.

Guess?, Inc. and Subsidiaries
Consolidated Segment Data
(dollars in thousands)

	Three Months Ended								Nine Months Ended
	October 31, 2020			November 2, 2019			% change		October 31, 2020			November 2, 2019			% change
Net revenue:
Americas Retail	$	130,328		$	177,824		(27	%)	$	314,977		$	553,213		(43	%)
Americas Wholesale	35,971			56,398			(36	%)	82,131			144,505			(43	%)
Europe	321,574			277,253			16	%	633,898			827,817			(23	%)
Asia	61,978			82,261			(25	%)	152,554			250,752			(39	%)
Licensing	19,433			22,208			(12	%)	44,514			59,568			(25	%)
Total net revenue	$	569,284		$	615,944		(8	%)	$	1,228,074		$	1,835,855		(33	%)
Earnings (loss) from operations:
Americas Retail	$	473		$	1,601		(70	%)	$	(40,904	)	$	5,746		(812	%)
Americas Wholesale	8,247			11,216			(26	%)	11,559			27,452			(58	%)
Europe	51,476			19,475			164	%	27,865			54,742			(49	%)
Asia	1,415			(2,432		)	158	%	(24,729		)	(10,435		)	(137	%)
Licensing	18,228			19,372			(6	%)	39,833			51,563			(23	%)
Total segment earnings from operations	79,839			49,232			62	%	13,624			129,068			(89	%)
Corporate overhead	(25,058		)	(24,736		)	1	%	(71,167		)	(79,777		)	(11	%)
Asset impairment charges	(10,335		)	(1,847		)	460	%	(75,276		)	(5,126		)	1,369	%
Net gains on lease modifications	21			—					450			—
Total earnings (loss) from operations	$	44,467		$	22,649		96	%	$	(132,369	)	$	44,165		(400	%)

Operating margins:
Americas Retail	0.4		%	0.9		%			(13.0		%)	1.0		%
Americas Wholesale	22.9		%	19.9		%			14.1		%	19.0		%
Europe	16.0		%	7.0		%			4.4		%	6.6		%
Asia	2.3		%	(3.0		%)			(16.2		%)	(4.2		%)
Licensing	93.8		%	87.2		%			89.5		%	86.6		%

GAAP operating margin for total Company	7.8		%	3.7		%			(10.8		%)	2.4		%
Certain professional service and legal fees and related net credits	(0.0		%)	(0.3		%)			(0.0		%)	(0.1		%)
Separation charges	0.1		%	—		%			0.3		%	—		%
Asset impairment charges	1.8		%	0.3		%			6.1		%	0.3		%
Net gains on lease modifications	(0.0		%)	—		%			(0.0		%)	—		%
Adjusted operating margin for total Company	9.7		%	3.7		%			(4.4		%)	2.6		%

Guess?, Inc. and Subsidiaries
Constant Currency Financial Measures
(dollars in thousands)

	Three Months Ended
	October 31, 2020							November 2, 2019		% change
	As Reported		Foreign Currency Impact			Constant Currency		As Reported		As Reported		Constant Currency
Net revenue:
Americas Retail	$	130,328	$	921		$	131,249	$	177,824	(27	%)	(26	%)
Americas Wholesale	35,971		1,151			37,122		56,398		(36	%)	(34	%)
Europe	321,574		(16,006		)	305,568		277,253		16	%	10	%
Asia	61,978		(1,593		)	60,385		82,261		(25	%)	(27	%)
Licensing	19,433		—			19,433		22,208		(12	%)	(12	%)
Total net revenue	$	569,284	$	(15,527	)	$	553,757	$	615,944	(8	%)	(10	%)

	Nine Months Ended
	October 31, 2020							November 2, 2019		% change
	As Reported		Foreign Currency Impact			Constant Currency		As Reported		As Reported		Constant Currency
Net revenue:
Americas Retail	$	314,977	$	2,669		$	317,646	$	553,213	(43	%)	(43	%)
Americas Wholesale	82,131		3,402			85,533		144,505		(43	%)	(41	%)
Europe	633,898		(11,980		)	621,918		827,817		(23	%)	(25	%)
Asia	152,554		937			153,491		250,752		(39	%)	(39	%)
Licensing	44,514		—			44,514		59,568		(25	%)	(25	%)
Total net revenue	$	1,228,074	$	(4,972	)	$	1,223,102	$	1,835,855	(33	%)	(33	%)

Guess?, Inc. and Subsidiaries
Selected Condensed Consolidated Balance Sheet Data
(in thousands)

	October 31, 2020		February 1, 2020		November 2, 2019

ASSETS

Cash and cash equivalents	$	365,259	$	284,613	$	110,095

Receivables, net	300,432		327,281		300,197

Inventories	393,162		393,129		519,875

Other current assets	74,063		59,212		67,425

Property and equipment, net	220,996		288,112		298,036

Restricted cash	226		215		522

Operating lease right-of-use assets	789,742		851,990		874,945

Other assets	236,126		224,410		219,805

Total assets	$	2,380,006	$	2,428,962	$	2,390,900


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current portion of borrowings and finance lease obligations	$	34,079	$	9,490	$	37,484

Current operating lease liabilities	227,209		192,066		189,582

Other current liabilities	474,085		436,857		429,701

Long-term debt and finance lease obligations	70,069		32,770		34,712

Convertible senior notes, net	255,801		247,363		244,696

Long-term operating lease liabilities	689,251		714,079		740,484

Other long-term liabilities	147,065		130,259		123,638

Redeemable and nonredeemable noncontrolling interests	22,644		26,364		23,543

Guess?, Inc. stockholders’ equity	459,803		639,714		567,060

Total liabilities and stockholders’ equity	$	2,380,006	$	2,428,962	$	2,390,900

Guess?, Inc. and Subsidiaries
Condensed Consolidated Cash Flow Data
(in thousands)

	Nine Months Ended
	October 31, 2020			November 2, 2019

Net cash provided by (used in) operating activities	$	98,351		$	(28,005	)

Net cash used in investing activities	(14,578		)	(47,950		)

Net cash used in financing activities	(4,548		)	(21,691		)

Effect of exchange rates on cash, cash equivalents and restricted cash	1,432			(2,732		)

Net change in cash, cash equivalents and restricted cash	80,657			(100,378		)

Cash, cash equivalents and restricted cash at the beginning of the year	284,828			210,995

Cash, cash equivalents and restricted cash at the end of the period	$	365,485		$	110,617

Supplemental information:

Depreciation and amortization	$	48,009		$	53,989

Total lease costs (excluding finance lease cost)	$	219,820		$	268,900

Guess?, Inc. and Subsidiaries
Reconciliation of Net Cash Provided By (Used In) Operating Activities to Free Cash Flow
(in thousands)

	Nine Months Ended
	October 31, 2020			November 2, 2019

Net cash provided by (used in) operating activities	$	98,351		$	(28,005	)

Less: Purchases of property and equipment	(12,364		)	(49,020		)

Less: Payments for property and equipment under finance leases	(2,924		)	(2,081		)

Free cash flow	$	83,063		$	(79,106	)

Guess?, Inc. and Subsidiaries
Retail Store Data
Global Store and Concession Count

	As of October 31, 2020
	Stores			Concessions
Region	Total	Directly Operated	Partner Operated	Total	Directly Operated	Partner Operated

United States	254	252	2	1	—	1
Canada	78	78	—	—	—	—
Central and South America	107	72	35	27	27	—

Total Americas	439	402	37	28	27	1

Europe and the Middle East	742	511	231	43	43	—
Asia and the Pacific	423	155	268	297	109	188

Total	1,604	1,068	536	368	179	189


	As of November 2, 2019
	Stores			Concessions
Region	Total	Directly Operated	Partner Operated	Total	Directly Operated	Partner Operated

United States	287	285	2	1	—	1
Canada	82	82	—	—	—	—
Central and South America	112	72	40	27	27	—

Total Americas	481	439	42	28	27	1

Europe and the Middle East	743	516	227	40	40	—
Asia and the Pacific	519	219	300	327	154	173

Total	1,743	1,174	569	395	221	174

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005889/en/

Guess?, Inc.

Fabrice Benarouche

VP, Finance and Investor Relations

(213) 765-5578

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Textiles Women Other Retail Men Manufacturing Fashion Consumer Retail Online Retail

MEDIA:

December 2, 2020 4:18 pm

Barclays Bank PLC Announces Commencement of Cash Tender Offer and Consent Solicitation

Barclays Bank PLC Announces Commencement of Cash Tender Offer and Consent Solicitation

NEW YORK–(BUSINESS WIRE)–
Barclays Bank PLC (the “ Issuer”) announced today that it has commenced a cash tender offer (the “ Offer”) to purchase any and all of its iPath ^® Bloomberg Natural Gas Subindex Total Return ^SM ETNs due October 22, 2037(Ticker: GAZZF / CUSIP: 06739H644 /ISIN: US06739H6449) (the “ Notes” or the “ ETNs”) and a solicitation of consents (the “ Consent Solicitation”) from holders of the Notes (the “ Noteholders”) to amend certain provisions of the Notes as described below (the “ Proposed Amendment”), subject to applicable offer and distribution restrictions. Noteholders who validly tender (and do not validly withdraw) their Notes will be deemed to have consented to the Proposed Amendment under the Consent Solicitation.

Key Terms of the Offer and Consent Solicitation

The Offer and Consent Solicitation are being made on the terms and subject to the conditions and restrictions set out in the Offer to Purchase and Consent Solicitation Statement dated December 2, 2020 (as amended or supplemented from time to time, the “Statement”). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Statement.

The Offer and Consent Solicitation commences on December 2, 2020 and will expire at 5:00 p.m., New York City time, on January 14, 2021 (the “Expiration Deadline”), unless extended or early terminated by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer in accordance with the methods set out in the Statement.

The purchase price of the Notes will be $0.10 per Note. The Closing Indicative Note Value for each trading day is published at 5:00 p.m. EST at www.ipathetn.com/gazzf.

The Issuer reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offer and Consent Solicitation and to amend or waive any of the terms and conditions of the Offer and Consent Solicitation in any manner, subject to applicable laws and regulations.

If the Noteholders of a majority in aggregate principal amount of the Notes have validly tendered (and have not validly withdrawn) their Notes as of the Expiration Deadline, the related indenture (the “Indenture”) and the global certificate with respect to the Notes (“Global Certificate”) will be amended promptly following the Expiration Date to provide the Issuer with the right to redeem, in its sole discretion, all, but not less than all, of the outstanding Notes on the Redemption Date for a cash payment per Note equal to the Closing Indicative Note Value on the valuation date (“Valuation Date”) specified by the Issuer in the redemption notice. The “Redemption Date” will be the fifth Business Day after the Valuation Date.

Notes purchased by the Issuer pursuant to the Offer will be immediately cancelled. Notes that have not been validly tendered and/or accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date. After the Proposed Amendment becomes effective, the Notes that are not tendered, or that are not accepted for payment pursuant to the Offer, will be subject to the amended terms of the Indenture and the Global Certificate. The Issuer currently intends to effectuate the Proposed Amendment promptly after the Expiration Date and redeem all outstanding Notes shortly after the Proposed Amendment becomes effective. The payment upon redemption to Noteholders may be greater than or less than the Purchase Price pursuant to the Offer but will not include any amount in excess of the Closing Indicative Note Value on the Valuation Date.

How to Tender or Withdraw Tender of Your Notes

Noteholders who wish to tender or withdraw tenders of their Notes in the Offer must do so by contacting their respective broker, dealer or other person who is shown in the records of the Depository Trust Company (“DTC”) as a Noteholder of the Notes (the “Intermediary”) and instructing their broker or dealer to arrange for the transfer their Notes through DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that system.

The Issuer intends to announce, inter alia, its decision whether to accept valid tenders of Notes for purchase pursuant to the Offer in an announcement following the Expiration Deadline.

Purchase Price

The Purchase Price of the Notes validly tendered in the Offer (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase will be equal to $0.10 per Note and will be payable on the Settlement Date, unless the offer is extended, re-opened or early terminated.

Because the Closing Indicative Note Value is calculated based on the closing level of the Bloomberg Natural Gas Subindex Total Return^SM (Bloomberg ticker: BCOMNGTR) (the “Index”), if the closing level of the Index has increased as of the Expiration Date, the Purchase Price may be less, or significantly less, than the Closing Indicative Note Value on the Expiration Date. In addition, the Notes may trade at a substantial premium to the Closing Indicative Note Value.Accordingly, the Purchase Price may be higher than the Closing Indicative Note Value but lower than the trading price of the Notes on the Expiration Date.

The Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on the Expiration Date. The value of the Notes may fluctuate, perhaps significantly, if markets are experiencing volatility during the period leading up to the Expiration Deadline, and Noteholders may not have sufficient time to validly tender, or validly withdraw tenders of, the Notes, in response to any such fluctuations.

Expected Timetable of Events

The times and dates below are indicative only.

Time and Date	Event
December 2, 2020	*Commencement of the Offer and Consent Solicitation Period* Offer and Consent Solicitation announced. The Purchase Price of the Notes is equal to $0.10 per Note. The Statement is available from Barclays Capital Inc. (“Dealer Manager”) and D.F. King & Co., Inc. (“Information Agent”).
5:00 p.m. (New York City time) on January 14, 2021	*Expiration Deadline* The deadline for Noteholders to validly tender (and not validly withdraw) their Notes in order to participate in the Offer and to be eligible to receive the Purchase Price on the Settlement Date. Noteholders who validly tender (and do not validly withdraw) their Notes will be deemed to have consented to the Proposed Amendment under the Consent Solicitation. Noteholders may validly withdraw tenders of their Notes at any time prior to the Expiration Deadline, but not thereafter. Noteholders who validly withdraw tenders of their Notes will be deemed to have withdrawn their consents to the Proposed Amendment under the Consent Solicitation. Noteholders may not consent to the Proposed Amendment in the Consent Solicitation without tendering the Notes and may not revoke consents without withdrawing the previously tendered Notes to which such consents relate. Noteholders should carefully review the specific procedures for tendering Notes in the Statement under the section entitled “Procedures for Participating in the Offer.”
January 15, 2021	*Announcement of Result of the Offer and Consent Solicitation* The Issuer will announce its decision whether to accept valid tenders of Notes for purchase pursuant to the Offer (including, if applicable, the expected Settlement Date for the Offer) and the results of the Offer and the Consent Solicitation in accordance with the methods set out in the Statement as provided in the section entitled “Terms and Conditions of the Offer and Consent Solicitation.”
January 20, 2021	*Settlement* Expected Settlement Date. Payment of the Purchase Price in respect of the Offer.

Any Noteholder whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, nominee or other Intermediary should promptly contact such entity if it wishes to tender or withdraw tenders of its Notes in the Offer. Such Intermediaries may have deadlines for participating in the Offer prior to the Expiration Deadline or other deadlines specified above. Noteholders should carefully review the specific procedures for tendering Notes in the Statement in the section entitled “Procedures for Participating in the Offer.”

For Further Information

The prospectus for the ETNs can be accessed at www.ipathetn.com/gazzfprospectus. A complete description of the terms and conditions of the Offer is set out in the Statement. Further details about the transaction can be obtained from:

The Dealer Manager

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

United States

Attn: ETN Desk

Telephone: 1-212-528-7990

Email: [email protected]

Information Agent

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Attn: Andrew Beck

Telephone: 1-866-796-1291

Fax: 212-709-3328

Email: [email protected]

Tender Agent

The Bank of New York Mellon

One Canada Square, 40th Floor

London E14 5AL United Kingdom

Attn: Debt Restructuring Services

Telephone: +44 20 7964 2536

Email: [email protected]

DISCLAIMER

This announcement must be read in conjunction with the Statement. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Statement contain important information, which must be read carefully before any decision is made with respect to the Offer and Consent Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer and Consent Solicitation. None of the Issuer, the Dealer Manager, the Tender Agent or the Information Agent (or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons) makes any recommendation as to whether Noteholders should participate in the Offer and Consent Solicitation.

General

Neither this announcement, the Statement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which the Offer or solicitation is unlawful. In those jurisdictions where the Notes, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. None of the Issuer, the Dealer Manager, the Tender Agent or the Information Agent (or any director, officer, employee, agent or affiliate of, any such person) makes any recommendation as to whether Noteholders should tender Notes in the Offer. In addition, each Noteholder participating in the Offer will be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Statement under the section entitled “Procedures for Participating in the Offer.” Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.

About Barclays

Barclays is a transatlantic consumer and wholesale bank offering products and services across personal, corporate and investment banking, credit cards and wealth management, with a strong presence in our two home markets of the UK and the US. With over 325 years of history and expertise in banking, Barclays operates in over 40 countries and employs approximately 83,500 people. Barclays moves, lends, invests and protects money for customers and clients worldwide. For further information about Barclays, please visit our website www.barclays.com.

Selected Risk Considerations

An investment in the iPath ETNs described herein involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks described under “Risk Factors” in the applicable prospectus supplement and pricing supplement.

You May Lose Some or All of Your Principal: The ETNs are exposed to any decrease in the level of the underlying index between the inception date and the applicable valuation date. Additionally, if the level of the underlying index is insufficient to offset the negative effect of the investor fee and other applicable costs, you will lose some or all of your investment at maturity or upon redemption, even if the value of such index level has increased or decreased, as the case may be. Because the ETNs are subject to an investor fee and other applicable costs, the return on the ETNs will always be lower than the total return on a direct investment in the index components. The ETNs are riskier than ordinary unsecured debt securities and have no principal protection.

Credit of Barclays Bank PLC: The ETNs are unsecured debt obligations of the issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of or guaranteed by any third party. Any payment to be made on the ETNs, including any payment at maturity or upon redemption, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC will affect the market value, if any, of the ETNs prior to maturity or redemption. In addition, in the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the ETNs.

Market and Volatility Risk: The market value of the ETNs may be influenced by many unpredictable factors and may fluctuate between the date you purchase them and the maturity date or redemption date. You may also sustain a significant loss if you sell your ETNs in the secondary market. Factors that may influence the market value of the ETNs include prevailing market prices of the U.S. stock markets, the index components included in the underlying index, and prevailing market prices of options on such index or any other financial instruments related to such index; and supply and demand for the ETNs, including economic, financial, political, regulatory, geographical or judicial events that affect the level of such index or other financial instruments related to such index.

Concentration Risk: Because the ETNs are linked to an index composed of futures contracts on a single commodity or in only one commodity sector, the ETNs are less diversified than other investments. The ETNs can therefore experience greater volatility than other investments.

A Trading Market for the ETNs May Not Develop: Although the ETNs are listed on a U.S. national securities exchange, a trading market for the ETNs may not develop and the liquidity of the ETNs may be limited, as we are not required to maintain any listing of the ETNs.

No Interest Payments from the ETNs: You may not receive any interest payments on the ETNs.

Restrictions on the Minimum Number of ETNs and Date Restrictions for Redemptions: You must redeem at least 50,000 ETNs of the same series at one time in order to exercise your right to redeem your ETNs on any redemption date. You may only redeem your ETNs on a redemption date if we receive a notice of redemption from you by certain dates and times as set forth in the product prospectus.

Uncertain Tax Treatment: Significant aspects of the tax treatment of the ETNs are uncertain. You should consult your own tax advisor about your own tax situation.

The ETNs may be sold throughout the day on the exchange through any brokerage account. Commissions may apply and there are tax consequences in the event of sale, redemption or maturity of ETNs.

“Bloomberg Natural Gas Subindex Total Return^SM” is a service mark of Bloomberg Finance L.P. and its affiliates (collectively, “Bloomberg“) and has been licensed for use for certain purposes by Barclays Bank PLC. Any ETNs based on the Bloomberg Commodity Indices are not sponsored, endorsed, sold or promoted by Bloomberg, UBS Securities LLC (“UBS“), or any of their subsidiaries or affiliates. None of Bloomberg, UBS Securities or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to the owners of or counterparties to the ETNs or any member of the public regarding the advisability of investing in securities or commodities generally or in the ETNs particularly.

© 2020 Barclays Bank PLC. All rights reserved. iPath, iPath ETNs and the iPath logo are registered trademarks of Barclays Bank PLC. All other trademarks, servicemarks or registered trademarks are the property, and used with the permission, of their respective owners.

NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005873/en/

Press Contact:

Danielle Popper

+1 212 526 5963

[email protected]

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

December 2, 2020 4:18 pm

Horace Mann Declares Regular Quarterly Dividend

Horace Mann Declares Regular Quarterly Dividend

SPRINGFIELD–(BUSINESS WIRE)–
Horace Mann Educators Corporation (NYSE:HMN) today announced that the Board of Directors declared a regular quarterly cash dividend of $0.30 per share payable on December 31, 2020, to shareholders of record as of December 16, 2020.

About Horace Mann

Horace Mann is the largest financial services company focused on providing America’s educators and school employees with insurance and retirement solutions. Founded by Educators for Educators^® in 1945, the company is headquartered in Springfield, Ill. For more information, visit horacemann.com.

Safe Harbor Statement

Statements included in this news release that are not historical in nature are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties. Horace Mann is not under any obligation to (and expressly disclaims any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to the company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, and the company’s past and future filings and reports filed with the Securities and Exchange Commission for information concerning the important factors that could cause actual results to differ materially from those in forward-looking statements.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005812/en/

Heather J. Wietzel

Vice President, Investor Relations

217-788-5144

[email protected]

KEYWORDS: Illinois United States North America

INDUSTRY KEYWORDS: Education Professional Services Other Education Finance

MEDIA:

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December 2, 2020 4:18 pm

Fortive to Present at the UBS Global TMT Virtual Conference

Fortive to Present at the UBS Global TMT Virtual Conference

EVERETT, Wash.–(BUSINESS WIRE)–
Fortive Corporation (“Fortive”) (NYSE: FTV) today announced that President and Chief Executive Officer, Jim Lico, and Senior Vice President and Chief Financial Officer, Chuck McLaughlin, will be presenting at the UBS Global TMT Virtual Conference on Monday, December 7, 2020 at 1:55 p.m. ET. The audio will be simultaneously webcast and will be archived on www.fortive.com.

ABOUT FORTIVE

Fortive is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. The company holds leading positions in intelligent operating solutions, precision technologies, and advanced healthcare solutions. Fortive is headquartered in Everett, Washington and employs a team of more than 17,000 research and development, manufacturing, sales, distribution, service and administrative employees in more than 50 countries around the world. With a culture rooted in continuous improvement, the core of our company’s operating model is the Fortive Business System. For more information please visit: www.fortive.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201202005369/en/

Griffin Whitney

Vice President, Investor Relations

Fortive Corporation

6920 Seaway Boulevard

Everett, WA 98203

Telephone: (425) 446-5000

KEYWORDS: Washington United States North America

INDUSTRY KEYWORDS: Software Technology Hardware

MEDIA:

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