Item 16. Form 10-K Summary.

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Item 16. Form 10-K Summary.

None.


			80

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		RALPH LAUREN CORPORATION

	By:	/S/ JANE HAMILTON NIELSEN
		Jane Hamilton Nielsen
		Chief Operating Officer and Chief Financial Officer
		(Principal Financial and Accounting Officer)
Date: May 23, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


Signature	Title	Date

/S/ RALPH LAUREN	Executive Chairman, Chief Creative Officer, and Director	May 23, 2024
Ralph Lauren

/S/ PATRICE LOUVET	President, Chief Executive Officer, and Director (Principal Executive Officer)	May 23, 2024
Patrice Louvet

/S/ JANE HAMILTON NIELSEN	Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)	May 23, 2024
Jane Hamilton Nielsen

/s/ DAVID LAUREN	Vice Chairman, Chief Branding and Innovation Officer, Strategic Advisor to the CEO, and Director	May 23, 2024
David Lauren

/S/ ANGELA AHRENDTS	Director	May 23, 2024
Angela Ahrendts

/S/ JOHN R. ALCHIN	Director	May 23, 2024
John R. Alchin

/S/ FRANK A. BENNACK, JR.	Director	May 23, 2024
Frank A. Bennack, Jr.

/s/ DEBRA CUPP	Director	May 23, 2024
Debra Cupp

/s/ LINDA FINDLEY	Director	May 23, 2024
Linda Findley

/s/ MICHAEL A. GEORGE	Director	May 23, 2024
Michael A. George


			81


Signature	Title	Date

/S/ VALERIE JARRETT	Director	May 23, 2024
Valerie Jarrett

/S/ HUBERT JOLY	Director	May 23, 2024
Hubert Joly

/S/ DARREN WALKER	Director	May 23, 2024
Darren Walker

/S/ WEI ZHANG	Director	May 23, 2024
Wei Zhang


			82

RALPH LAUREN CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


						Page
Consolidated Financial Statements:
Consolidated Balance Sheets						F-2
Consolidated Statements of Operations						F-3
Consolidated Statements of Comprehensive Income						F-4
Consolidated Statements of Cash Flows						F-5
Consolidated Statements of Equity						F-6
Notes to Consolidated Financial Statements						F-7
Management's Report on Responsibility For Financial Statements						F-53
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)						F-54


			F-1

RALPH LAUREN CORPORATION

CONSOLIDATED BALANCE SHEETS


	March 30, 2024		April 1, 2023
	(millions)
ASSETS
Current assets:
Cash and cash equivalents	$	1,662.2	$	1,529.3
Short-term investments	121.0		36.4
Accounts receivable, net of allowances of $175.3 million and $175.3 million	446.5		447.7
Inventories	902.2		1,071.3
Income tax receivable	56.0		50.7
Prepaid expenses and other current assets	171.9		188.7
Total current assets	3,359.8		3,324.1
Property and equipment, net	850.4		955.5
Operating lease right-of-use assets	1,014.6		1,134.0
Deferred tax assets	288.3		255.1
Goodwill	888.1		898.9
Intangible assets, net	75.7		88.9
Other non-current assets	125.7		133.0
Total assets	$	6,602.6	$	6,789.5
LIABILITIES AND EQUITY
Current liabilities:


Accounts payable	$	332.2	$	371.6
Current income tax payable	79.8		59.7
Current operating lease liabilities	245.5		266.7
Accrued expenses and other current liabilities	809.7		795.5
Total current liabilities	1,467.2		1,493.5
Long-term debt	1,140.5		1,138.5
Long-term finance lease liabilities	256.1		315.3
Long-term operating lease liabilities	1,014.0		1,141.1
Non-current income tax payable	42.2		75.9
Non-current liability for unrecognized tax benefits	118.7		93.8
Other non-current liabilities	113.6		100.9
Commitments and contingencies (Note 15)
Total liabilities	4,152.3		4,359.0
Equity:
Class A common stock, par value $.01 per share; 111.7 million and 107.7 million shares issued; 41.4 million and 40.7 million shares outstanding	1.1		1.0
Class B common stock, par value $.01 per share; 21.9 million shares issued and outstanding; 24.9 million shares issued and outstanding	0.2		0.3
Additional paid-in-capital	2,923.8		2,824.3
Retained earnings	7,051.6		6,598.2
Treasury stock, Class A, at cost; 70.3 million and 67.0 million shares	(7,250.3)		(6,797.3)
Accumulated other comprehensive loss	(276.1)		(196.0)
Total equity	2,450.3		2,430.5
Total liabilities and equity	$	6,602.6	$	6,789.5

See accompanying notes.


			F-2

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions, except per share data)
Net revenues	$	6,631.4	$	6,443.6	$	6,218.5
Cost of goods sold	(2,199.6)		(2,277.8)		(2,071.0)
Gross profit	4,431.8		4,165.8		4,147.5
Selling, general, and administrative expenses	(3,600.5)		(3,408.9)		(3,305.6)
Impairment of assets	—		(9.7)		(21.3)
Restructuring and other charges, net	(74.9)		(43.0)		(22.2)
Total other operating expenses, net	(3,675.4)		(3,461.6)		(3,349.1)
Operating income	756.4		704.2		798.4
Interest expense	(42.2)		(40.4)		(54.0)
Interest income	73.0		32.2		5.5
Other income (expense), net	(9.8)		(4.1)		4.7
Income before income taxes	777.4		691.9		754.6
Income tax provision	(131.1)		(169.2)		(154.5)
Net income	$	646.3	$	522.7	$	600.1

Net income per common share:
Basic	$	9.91	$	7.72	$	8.22
Diluted	$	9.71	$	7.58	$	8.07
Weighted-average common shares outstanding:
Basic	65.2		67.7		73.0
Diluted	66.5		69.0		74.3
Dividends declared per share	$	3.00	$	3.00	$	2.75

See accompanying notes.


			F-3

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Net income	$	646.3	$	522.7	$	600.1
Other comprehensive loss, net of tax:
Foreign currency translation losses	(76.2)		(14.1)		(66.5)
Net gains (losses) on cash flow hedges	3.1		(4.9)		4.4
Net gains (losses) on defined benefit plans	(7.0)		3.3		2.6
Other comprehensive loss, net of tax	(80.1)		(15.7)		(59.5)
Total comprehensive income	$	566.2	$	507.0	$	540.6

See accompanying notes.


			F-4

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Cash flows from operating activities:
Net income	$	646.3	$	522.7	$	600.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	229.0		220.5		229.7
Deferred income tax expense (benefit)	(41.1)		3.9		(46.1)

Stock-based compensation expense	99.5		75.5		81.7
Impairment of assets	—		9.7		21.3
Bad debt expense (reversals)	7.3		2.3		(2.2)
Other non-cash charges	13.7		1.0		1.0
Changes in operating assets and liabilities:
Accounts receivable	(15.3)		(52.6)		32.4
Inventories	149.1		(106.2)		(269.3)
Prepaid expenses and other current assets	16.1		(19.9)		(28.3)
Accounts payable and accrued liabilities	15.6		(225.0)		194.6
Income tax receivables and payables	(18.5)		5.7		(62.3)

Operating lease right-of-use assets and liabilities, net	(36.3)		(17.5)		(61.6)
Other balance sheet changes	4.3		(9.1)		24.9
Net cash provided by operating activities	1,069.7		411.0		715.9
Cash flows from investing activities:
Capital expenditures	(164.8)		(217.5)		(166.9)
Purchases of investments	(392.8)		(598.6)		(1,510.6)
Proceeds from sales and maturities of investments	304.3		1,293.4		964.6


Other investing activities	(3.5)		(5.8)		(5.0)
Net cash provided by (used in) investing activities	(256.8)		471.5		(717.9)
Cash flows from financing activities:



Repayments of long-term debt	—		(500.0)		—
Payments of finance lease obligations	(21.3)		(21.9)		(23.1)
Payments of dividends	(194.6)		(198.3)		(150.0)
Repurchases of common stock, including shares surrendered for tax withholdings	(449.7)		(488.6)		(492.6)


Net cash used in financing activities	(665.6)		(1,208.8)		(665.7)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(13.6)		(8.8)		(48.3)
Net increase (decrease) in cash, cash equivalents, and restricted cash	133.7		(335.1)		(716.0)
Cash, cash equivalents, and restricted cash at beginning of period	1,536.9		1,872.0		2,588.0
Cash, cash equivalents, and restricted cash at end of period	$	1,670.6	$	1,536.9	$	1,872.0

See accompanying notes.


			F-5

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY





				Additional				Treasury Stock
	Common Stock(a)			Paid-in		Retained		at Cost					Total
	Shares	Amount		Capital		Earnings		Shares	Amount		AOCI(b)		Equity
	(millions)
Balance at March 27, 2021	131.0	$	1.3	$	2,667.1	$	5,872.9	57.8	$	(5,816.1)	$	(120.8)	$	2,604.4
Comprehensive income:
Net income						600.1
Other comprehensive loss											(59.5)
Total comprehensive income													540.6
Dividends declared						(198.1)							(198.1)
Repurchases of common stock								4.1	(492.6)				(492.6)
Stock-based compensation				81.7									81.7
Shares issued pursuant to stock-based compensation plans	0.8	—		—									—

Balance at April 2, 2022	131.8	$	1.3	$	2,748.8	$	6,274.9	61.9	$	(6,308.7)	$	(180.3)	$	2,536.0
Comprehensive income:
Net income						522.7
Other comprehensive loss											(15.7)
Total comprehensive income													507.0
Dividends declared						(199.4)							(199.4)
Repurchases of common stock								5.1	(488.6)				(488.6)
Stock-based compensation				75.5									75.5
Shares issued pursuant to stock-based compensation plans	0.8	—		—									—
Balance at April 1, 2023	132.6	$	1.3	$	2,824.3	$	6,598.2	67.0	$	(6,797.3)	$	(196.0)	$	2,430.5
Comprehensive income:
Net income						646.3
Other comprehensive loss											(80.1)
Total comprehensive income													566.2
Dividends declared						(192.9)							(192.9)
Repurchases of common stock, including excise tax								3.3	(453.0)				(453.0)
Stock-based compensation				99.5									99.5
Shares issued pursuant to stock-based compensation plans	1.0	—		—									—
Balance at March 30, 2024	133.6	$	1.3	$	2,923.8	$	7,051.6	70.3	$	(7,250.3)	$	(276.1)	$	2,450.3

**(a)**Includes Class A and Class B common stock. In Fiscal 2024, 3.0 million shares of Class B common stock were converted into an equal number of shares of Class A common stock pursuant to the terms of the Class B common stock (see Note 16).

**(b)**Accumulated other comprehensive income (loss).

See accompanying notes.


			F-6

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

Ralph Lauren Corporation ("RLC") is a global leader in the design, marketing, and distribution of luxury lifestyle products, including apparel, footwear & accessories, home, fragrances, and hospitality. RLC's long-standing reputation and distinctive image have been developed across a wide range of products, brands, distribution channels, and international markets. RLC's brand names include Ralph Lauren, Ralph Lauren Collection, Ralph Lauren Purple Label, Double RL, Polo Ralph Lauren, Lauren Ralph Lauren, Polo Ralph Lauren Children, and Chaps, among others. RLC and its subsidiaries are collectively referred to herein as the "Company," "we," "us," "our," and "ourselves," unless the context indicates otherwise.

The Company diversifies its business by geography (North America, Europe, and Asia, among other regions) and channel of distribution (retail, wholesale, and licensing). This allows the Company to maintain a dynamic balance as its operating results do not depend solely on the performance of any single geographic area or channel of distribution. The Company sells directly to consumers through its integrated retail channel, which includes its retail stores, concession-based shop-within-shops, and digital commerce operations around the world. The Company's wholesale sales are made principally to major department stores, specialty stores, and third-party digital partners around the world, as well as to certain third-party-owned stores to which the Company has licensed the right to operate in defined geographic territories using its trademarks. In addition, the Company licenses to third parties for specified periods the right to access its various trademarks in connection with the licensees' manufacture and sale of designated products, such as certain apparel, eyewear, fragrances, and home furnishings.

The Company organizes its business into the following three reportable segments: North America, Europe, and Asia. In addition to these reportable segments, the Company also has other non-reportable segments. See Note 20 for further discussion of the Company's segment reporting structure.

2. Basis of Presentation

Basis of Consolidation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP") and present the consolidated financial position, income (loss), comprehensive income (loss), and cash flows of the Company, including all entities in which the Company has a controlling financial interest and is determined to be the primary beneficiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Additionally, as discussed in Note 9, the Company completed the sale of its Club Monaco business at the end of its first quarter of Fiscal 2022 (as defined below) on June 26, 2021. As a result, assets and liabilities related to the Club Monaco business were deconsolidated from the consolidated statement of financial position effective June 26, 2021, with Club Monaco's operating results included in the consolidated statements of income (loss), comprehensive income (loss), and cash flows through the end of the first quarter of Fiscal 2022. Financial statements issued prior to this transaction were not affected.

Fiscal Year

The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to March 31. As such, fiscal year 2024 ended on March 30, 2024 and was a 52-week period ("Fiscal 2024"); fiscal year 2023 ended on April 1, 2023 and was a 52-week period ("Fiscal 2023"); fiscal year 2022 ended on April 2, 2022 and was a 53-week period ("Fiscal 2022"); and fiscal year 2025 will end on March 29, 2025 and will be a 52-week period ("Fiscal 2025").

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and notes thereto. Actual results could differ materially from those estimates.


			F-7

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Significant estimates inherent in the preparation of the consolidated financial statements include reserves for customer bad debt, customer returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances; the realizability of inventory; reserves for litigation and other contingencies; useful lives and impairments of long-lived tangible and intangible assets; fair value measurements; accounting for income taxes and related uncertain tax positions; valuation of stock-based compensation awards and related forfeiture rates; and reserves for restructuring activity, among others.

Reclassifications

Certain reclassifications have been made to the prior periods' financial information in order to conform to the current period's presentation.

3. Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue across all channels of the business when it satisfies its performance obligations by transferring control of promised products or services to its customers, which occurs either at a point in time or over time, depending on when the customer obtains the ability to direct the use of and obtain substantially all of the remaining benefits from the products or services. The amount of revenue recognized considers terms of sale that create variability in the amount of consideration that the Company ultimately expects to be entitled to in exchange for the products or services, and is subject to an overall constraint that a significant revenue reversal will not occur in future periods. Sales and other related taxes collected from customers and remitted to government authorities are excluded from revenue.

Revenue from the Company's retail business is recognized when the customer takes physical possession of the products, which occurs either at the point of sale for merchandise purchased at the Company's own retail stores and shop-within-shop locations, or upon receipt of shipment for merchandise ordered through direct-to-consumer digital commerce sites. Such revenues are recorded net of estimated returns based on historical trends. Payment is due at the point of sale.

Gift cards purchased by customers are recorded as a liability until they are redeemed for products sold by the Company's retail business, at which point revenue is recognized. The Company also estimates and recognizes revenue for gift card balances not expected to ever be redeemed (referred to as "breakage") to the extent that it does not have a legal obligation to remit the value of such unredeemed gift cards to the relevant jurisdiction as unclaimed or abandoned property. Such estimates are based upon historical redemption trends, with breakage income recognized in proportion to the pattern of actual customer redemptions.

Revenue from the Company's wholesale business is generally recognized upon shipment of products, at which point title passes and risk of loss is transferred to the customer. In certain arrangements where the Company retains the risk of loss during shipment, revenue is recognized upon receipt of products by the customer. Wholesale revenue is recorded net of estimates of returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances. Returns and allowances require pre-approval from management and discounts are based on trade terms. Estimates for end-of-season markdown reserves are based on historical trends, actual and forecasted seasonal results, an evaluation of current economic and market conditions, retailer performance, and, in certain cases, contractual terms. Estimates for operational chargebacks are based on actual customer notifications of order fulfillment discrepancies and historical trends. The Company reviews and refines these estimates on at least a quarterly basis. The Company's historical estimates of these amounts have not differed materially from actual results.

Revenue from the Company's licensing arrangements is recognized over time during the period that licensees are provided access to the Company's trademarks (i.e., symbolic intellectual property) and benefit from such access through their own sales of licensed products. These arrangements require licensees to pay a sales-based royalty, which for most arrangements, may be subject to a contractually-guaranteed minimum royalty amount. Payments are generally due quarterly and, depending on time of receipt, may be recorded as a liability until recognized as revenue. The Company recognizes revenue for sales-based royalty arrangements (including those for which the royalty exceeds any contractually-guaranteed minimum royalty amount) as licensed products are sold by the licensee. If a sales-based royalty is not ultimately expected to exceed a contractually-guaranteed minimum royalty amount, the minimum is generally recognized as revenue ratably over the respective contractual period. This sales-based output measure of progress and pattern of recognition best represents the value transferred to the licensee over the term of the arrangement, as well as the amount of consideration that the Company is entitled to receive


			F-8

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

in exchange for providing access to its trademarks. As of March 30, 2024, contractually-guaranteed minimum royalty amounts expected to be recognized as revenue during future periods were as follows:


	Contractually-Guaranteed Minimum Royalties(a)
	(millions)
Fiscal 2025	$	65.9
Fiscal 2026	49.6
Fiscal 2027	47.6
Fiscal 2028	12.5
Fiscal 2029	4.8
Fiscal 2030 and thereafter	—
Total	$	180.4

**(a)**Amounts presented do not contemplate potential contract renewals or royalties earned in excess of the contractually-guaranteed minimums.

Disaggregated Net Revenues

The following tables disaggregate the Company's net revenues into categories that depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors for the fiscal years presented:


	Fiscal Year Ended
	March 30, 2024
	North America		Europe		Asia		Other		Total
	(millions)
Sales Channel(a):
Retail	$	1,915.9	$	971.3	$	1,463.8	$	—	$	4,351.0
Wholesale	1,034.6		996.7		102.8		—		2,134.1
Licensing	—		—		—		146.3		146.3
Total	$	2,950.5	$	1,968.0	$	1,566.6	$	146.3	$	6,631.4


	Fiscal Year Ended
	April 1, 2023
	North America		Europe		Asia		Other		Total
	(millions)
Sales Channel(a):
Retail	$	1,872.6	$	858.4	$	1,322.1	$	—	$	4,053.1
Wholesale	1,147.9		980.8		104.6		—		2,233.3
Licensing	—		—		—		157.2		157.2
Total	$	3,020.5	$	1,839.2	$	1,426.7	$	157.2	$	6,443.6


			F-9

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


	Fiscal Year Ended
	April 2, 2022
	North America		Europe		Asia		Other		Total
	(millions)
Sales Channel(a):
Retail	$	1,878.6	$	828.3	$	1,207.4	$	27.2	$	3,941.5
Wholesale	1,089.6		952.4		79.4		5.9		2,127.3
Licensing	—		—		—		149.7		149.7
Total	$	2,968.2	$	1,780.7	$	1,286.8	$	182.8	$	6,218.5

**(a)**Net revenues from the Company's retail and wholesale businesses are recognized at a point in time. Net revenues from the Company's licensing business are recognized over time.

Deferred Income

Deferred income represents cash payments received in advance of the Company's transfer of control of products or services to its customers and generally consists of unredeemed gift cards (net of breakage) and advance royalty payments from its licensees. The Company's deferred income balances were $17.4 million and $14.1 million as of March 30, 2024 and April 1, 2023, respectively, and were primarily recorded within accrued expenses and other current liabilities within the consolidated balance sheets. The majority of the deferred income balance as of March 30, 2024 is expected to be recognized as revenue within the next twelve months.

Cost of Goods Sold and Selling Expenses

Cost of goods sold includes the amounts incurred to acquire and produce inventory for sale to the Company's customers, including product costs, freight-in, and import costs, as well as changes in reserves for shrinkage and inventory realizability. Gains and losses associated with forward foreign currency exchange contracts that are designated and qualifying as cash flow hedges of inventory transactions are also recognized within cost of goods sold when the hedged inventory is sold. The costs of selling merchandise, including those associated with preparing merchandise for sale, such as picking, packing, warehousing, and order charges ("handling costs"), are included in selling, general, and administrative ("SG&A") expenses in the consolidated statements of operations.

Shipping and Handling Costs

Costs associated with shipping goods to customers are accounted for as fulfillment activities and reflected as SG&A expenses in the consolidated statements of operations. Shipping and handling costs (described above) billed to customers are included in revenue. A summary of shipping and handling costs recognized during the fiscal years presented is as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Shipping costs	$	81.7	$	79.9	$	73.0
Handling costs	171.2		169.7		151.8

Marketing and Advertising Costs

Advertising costs, including the costs to produce advertising, are expensed when the advertisement is first exhibited. Advertising costs paid to wholesale customers under cooperative advertising programs are not included in advertising costs, but rather are reflected as a reduction of revenue since generally the benefits are not sufficiently separable from the purchases of the Company's products by customers. Costs associated with the marketing and promotion of the Company's products are included within SG&A expenses.


			F-10

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Marketing and advertising expenses were $467.0 million, $438.1 million, and $456.3 million in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively. Deferred marketing and advertising costs, which principally relate to advertisements that have not yet been exhibited or payments made for services that have not yet been received, were $19.6 million and $10.4 million at the end of Fiscal 2024 and Fiscal 2023, respectively, and were recorded within prepaid expenses and other current assets in the consolidated balance sheets.

Foreign Currency Translation and Transactions

The financial position and operating results of the Company's foreign operations are accounted for in their respective functional currencies, which are generally consistent with the local currency. For purposes of consolidation, local currency assets and liabilities are translated to U.S. Dollars at the spot rates of exchange prevailing on the balance sheet date, and local currency revenues and expenses are translated to U.S. Dollars at average rates of exchange in effect during the period. The resulting translation gains or losses are included in the consolidated statements of comprehensive income as a component of other comprehensive income (loss) ("OCI") and in the consolidated statements of equity within accumulated other comprehensive income (loss) ("AOCI"). Gains and losses on the translation of intercompany loans made to foreign subsidiaries that are of a long-term investment nature are also included within this component of equity.

The Company also recognizes gains and losses on both third-party and intercompany balances that are denominated in a currency other than the respective entity's functional currency. Such foreign currency transactional gains and losses are recognized within other income (expense), net in the consolidated statements of operations, inclusive of the effects of any related hedging activities, and reflected net losses of $3.1 million and $4.5 million in Fiscal 2024 and Fiscal 2023, respectively, and a net gain of $2.8 million in Fiscal 2022.

Comprehensive Income

Comprehensive income, which is reported in the consolidated statements of comprehensive income and consolidated statements of equity, consists of net income and certain other gains and losses affecting equity that, under U.S. GAAP, are excluded from net income and referred to as OCI. Components of OCI consist of foreign currency translation gains (losses); net realized and unrealized gains (losses) on cash flow hedges, such as forward foreign currency exchange contracts; net realized and unrealized gains (losses) on available-for-sale investments; and net realized and unrealized gains (losses) related to the Company's defined benefit plans.

Net Income per Common Share

Basic net income per common share is computed by dividing net income attributable to common shares by the weighted-average number of common shares outstanding during the period. Weighted-average common shares include shares of the Company's Class A and Class B common stock. Diluted net income per common share adjusts basic net income per common share for the dilutive effects of outstanding restricted stock units ("RSUs"), stock options, and any other potentially dilutive instruments, only for the periods in which such effects are dilutive.

The weighted-average number of common shares outstanding used to calculate basic net income per common share is reconciled to shares used to calculate diluted net income per common share as follows:


	Fiscal Years Ended
	March 30, 2024	April 1, 2023	April 2, 2022
	(millions)
Basic shares	65.2	67.7	73.0
Dilutive effect of RSUs and stock options	1.3	1.3	1.3
Diluted shares	66.5	69.0	74.3

All earnings per share amounts have been calculated using unrounded numbers. The Company has outstanding performance-based RSUs, which are included in the computation of diluted shares only to the extent that the underlying performance conditions (i) have been satisfied as of the end of the reporting period or (ii) would be considered satisfied if the end of the reporting period were the end of the related contingency period and the result would be dilutive. In addition, options to purchase shares of the Company's Class A common stock at an exercise price greater than the average market price of such


			F-11

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

common stock during the reporting period are anti-dilutive and therefore not included in the computation of diluted net income per common share. As of the end of Fiscal 2024, Fiscal 2023, and Fiscal 2022, there were 0.3 million, 0.3 million, and 0.1 million, respectively, of additional shares issuable contingent upon vesting of performance-based RSUs and/or upon exercise of anti-dilutive stock options that were excluded from the diluted shares calculations.

Stock-Based Compensation

The Company recognizes expense for all stock-based compensation awards granted to employees and non-employee directors based on the grant date fair value of the awards over the requisite service period, adjusted for forfeitures which are estimated based on an analysis of historical experience and expected future trends. The grant date fair values of service-based RSUs and performance-based RSUs are determined based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue while outstanding and unvested. The grant date fair value of the Company's market-based RSU awards, for which vesting is dependent upon total shareholder return ("TSR") of its Class A common stock over a three-year performance period relative to that of a pre-established peer group, is estimated using a Monte Carlo simulation model. The Company uses the Black-Scholes valuation model to estimate the grant date fair value of any stock option awards.

Compensation expense for all performance-based RSUs is recognized over the requisite service period when attainment of the performance goal is deemed probable, net of estimated forfeitures. Compensation expense for market-based RSUs, net of estimated forfeitures, is recognized over the requisite service period regardless of whether, and the extent to which, the market condition is ultimately satisfied. The Company recognizes compensation expense on an accelerated basis for all awards with graded vesting terms, including certain RSUs, restricted stock, and stock options, if any. For RSU awards with cliff vesting terms, compensation expense is recognized on a straight-line basis. For certain RSU awards granted to retirement-eligible employees, or employees who will become retirement-eligible prior to the end of the awards' respective stated vesting periods, the related compensation expense is recognized on an accelerated basis over a term commensurate with the period that the employee is required to provide service in order to vest in the award. See Note 18 for further discussion of the Company's stock-based compensation plans.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with original maturities of 90 days or less, including investments in time deposits and debt securities. Investments in debt securities are diversified across high-credit quality issuers in accordance with the Company's risk-management policies.

Restricted Cash

The Company is periodically required to place cash in escrow with various banks as collateral, primarily to secure guarantees of corresponding amounts made by the banks to international tax authorities on behalf of the Company, such as to secure refunds of value-added tax payments in certain international tax jurisdictions or in the case of certain international tax audits, as well as to secure guarantees related to certain real estate leases. Such cash is classified as restricted cash and reported as a component of either prepaid expenses and other current assets or other non-current assets in the consolidated balance sheets.

Investments

The Company's investment objectives include capital preservation, maintaining adequate liquidity, diversification to minimize liquidity and credit risk, and achievement of maximum returns within the guidelines set forth in the Company's investment policy.

Short-term investments consist of investments which the Company expects to convert into cash within one year, including any time deposits and debt securities with original maturities greater than 90 days. See Note 13 for further information relating to the composition of the Company's short-term investments.

The Company classifies such investments as available-for-sale. Accordingly, they are recorded at fair value with any related unrealized gains or losses generally recognized as a component of AOCI in the consolidated balance sheets, and related realized gains or losses (or unrealized credit-related impairment losses, if any) recorded within other income (expense), net, in the consolidated statements of operations. Cash inflows and outflows related to the sale and purchase of investments are classified as investing activities in the consolidated statements of cash flows.


			F-12

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Equity-method and Other Investments

Ownership interests that provide the Company with significant influence, but less than a controlling interest, over an investee are generally accounted for using the equity method of accounting. Significant influence is generally presumed to exist when the Company owns between 20% and 50% of the investee's common stock. Ownership interests that do not provide significant influence and for which the underlying equity security's fair value is not readily determinable are generally recorded at cost less impairment, if any, adjusted for observable price changes in orderly transactions for identical or similar investments of the same investee, with such adjustments recognized within other income (expense), net, in the consolidated statements of operations.

Under the equity method of accounting, the following amounts are generally recorded in the Company's consolidated financial statements: the Company's original investment, as subsequently adjusted for its share of the investee's earnings (losses) and reduced by any dividends received and other-than-temporary impairments recorded, is included in the consolidated balance sheets; the Company's share of the investee's periodic earnings (losses) is included in the consolidated statements of operations; and dividends and other cash distributions received from the investee and additional cash investments made in or other cash paid to the investee are included in the consolidated statements of cash flows. The Company's share of equity-method investee earnings and losses is recognized within other income (expense), net, in the consolidated statements of operations and was not material in any of the fiscal years presented.

These investments are recorded within other non-current assets in the consolidated balance sheets.

Impairment Assessment

The Company evaluates the need to recognize impairment charges for its investments that are in unrealized loss positions, if any, and its other equity investments on a quarterly basis (see Note 12). Such evaluation involves a variety of considerations, including assessments of the risks and uncertainties associated with general economic conditions and distinct conditions affecting specific issuers or investees. Factors considered by the Company include (i) the financial condition, creditworthiness, and near-term prospects of the issuer or investee; (ii) future economic conditions and market forecasts; (iii) the length of time to maturity, if applicable, and an assessment of whether it is more likely than not that the Company will be required to sell its investment before recovery of market value; and (iv) whether events or changes in circumstances indicate that the investment's carrying amount might not be recoverable.

Accounts Receivable

In the normal course of business, the Company extends credit to wholesale customers that satisfy certain defined credit criteria. Payment is generally due within 30 to 120 days and does not involve a significant financing component. Accounts receivable are recorded at amortized cost, which approximates fair value, and are presented in the consolidated balance sheets net of certain reserves and allowances. These reserves and allowances consist of (i) reserves for returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances (see the "Revenue Recognition" section above for further discussion of related accounting policies) and (ii) allowances for doubtful accounts.

A rollforward of the activity in the Company's reserves for returns, discounts, end-of-season markdowns, operational chargebacks, and certain cooperative advertising allowances is presented as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Beginning reserve balance	$	148.1	$	180.7	$	173.7
Amount charged against revenue to increase reserve	450.7		407.9		407.7
Amount credited against customer accounts to decrease reserve	(453.7)		(436.5)		(392.9)
Foreign currency translation	(2.0)		(4.0)		(7.8)
Ending reserve balance	$	143.1	$	148.1	$	180.7


			F-13

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

An allowance for doubtful accounts is determined through analysis of accounts receivable aging, assessments of collectability based on evaluation of historical trends, the financial condition of the Company's customers and their ability to withstand prolonged periods of adverse economic conditions, and evaluation of the impact of current and forecasted economic and market conditions over the related asset's contractual life, among other factors.

A rollforward of the activity in the Company's allowance for doubtful accounts is presented as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Beginning reserve balance	$	27.2	$	34.0	$	40.1
Amount recorded to expense to increase (decrease) reserve(a)	7.3		2.3		(2.2)
Amount written-off against customer accounts to decrease reserve	(2.0)		(8.5)		(2.8)
Foreign currency translation	(0.3)		(0.6)		(1.1)
Ending reserve balance	$	32.2	$	27.2	$	34.0

**(a)**Amounts recorded to bad debt expense are included within SG&A expenses in the consolidated statements of operations.

Concentration of Credit Risk

The Company sells its wholesale merchandise primarily to major department stores, specialty stores, and third-party digital partners around the world, and extends credit based on an evaluation of each customer's financial capacity and condition, usually without requiring collateral. In the Company's wholesale business, concentration of credit risk is relatively limited due to the large number of customers and their dispersion across many geographic areas. However, the Company has three key wholesale customers that generate significant sales volume. During Fiscal 2024, the Company's sales to its three largest wholesale customers accounted for approximately 13% of total net revenues. Substantially all of the Company's sales to its three largest wholesale customers related to its North America segment. As of March 30, 2024, these three key wholesale customers accounted for approximately 29% of total gross accounts receivable.

Inventories

The Company holds inventory that is sold in its retail stores and digital commerce sites directly to consumers. The Company also holds inventory that is to be sold through wholesale distribution channels to major department stores, specialty stores, and third-party digital partners. Substantially all of the Company's inventories consist of finished goods, which are stated at the lower of cost or estimated realizable value, with cost determined on a weighted-average cost basis.

The estimated realizable value of inventory is determined based on an analysis of historical sales trends of the Company's individual product lines, the impact of market trends and economic conditions (such as those resulting from pandemic diseases and other catastrophic events), and a forecast of future demand, giving consideration to the value of current in-house orders for future sales of inventory, as well as plans to sell inventory through the Company's outlet stores, among other liquidation channels. Actual results may differ from estimates due to the quantity, quality, and mix of products in inventory, consumer and retailer preferences, and actual economic and market conditions. In addition, reserves for inventory shrinkage, representing the risk of physical loss of inventory, are estimated based on historical experience and are adjusted based upon physical inventory counts. The Company's historical estimates of the realizable value of its inventory and its reserves for inventory shrinkage have not differed materially from actual results. However, unforeseen adverse future economic and market conditions could result in the Company's actual results differing materially from its estimates.


			F-14

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Supplier Finance Program

The Company supports a voluntary supplier finance program which provides certain of its inventory suppliers the opportunity, at their sole discretion, to sell their receivables due from the Company (which are generally due within 90 days) to a participating financial institution in exchange for receipt of a discounted payment amount made earlier than the payment term stipulated between the Company and the supplier. The Company's vendor payment terms and amounts due are not impacted by a supplier's decision to participate in the program. The Company has not pledged any assets and does not provide guarantees under the supplier finance program. The Company's payment obligations outstanding under its supplier finance program were $129.2 million and $122.2 million as of March 30, 2024 and April 1, 2023, respectively, and were recorded within accounts payable in the consolidated balance sheets.

Implementation Costs Incurred in Cloud Computing Arrangements

For cloud computing arrangements that are a service contract, the Company capitalizes certain implementation costs incurred (depending on their nature) during the application development stage of the related project, and expenses costs during the preliminary project and post-implementation stages as they are incurred. Capitalized implementation costs are expensed on a straight-line basis over the reasonably certain term of the hosting arrangement, beginning when the module is ready for its intended use. The Company's cloud computing arrangements relate to various areas, including certain retail store and digital commerce operations, and corporate and administrative functions. Capitalized amounts related to such arrangements are recorded within prepaid expenses and other current assets and within other non-current assets in the consolidated balance sheets (see Note 7). Capitalized implementation costs expensed were $9.1 million, $6.3 million, and $9.2 million during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively, and were recorded in SG&A expenses in the consolidated statements of operations.

Property and Equipment, Net

Property and equipment, net is stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis, based upon the estimated useful lives of depreciable assets, which range from 3 to 7 years for furniture and fixtures, machinery and equipment, and capitalized software; and from 10 to 40 years for buildings and improvements. Leasehold improvements are depreciated over the shorter of the estimated useful lives of the respective assets or the term of the related lease.

Property and equipment, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying values may not be fully recoverable (see Note 12). In evaluating long-lived assets for recoverability, including finite-lived intangibles as described below, the Company uses its best estimate of future cash flows expected to result from its use of the asset and its eventual disposition, where applicable. If such estimated future undiscounted net cash flows attributable to the asset are less than its carrying value, an impairment loss is recognized to the extent that such asset's carrying value exceeds its fair value, as estimated considering external market participant assumptions and discounted cash flows. Assets to be disposed of and for which there is a committed plan of disposal (commonly referred to as assets held-for-sale) are reported at the lower of carrying value or fair value, less costs to sell.

Leases

The Company's lease arrangements primarily relate to real estate, including its retail stores, concession-based shop-within-shops, corporate offices, and warehouse facilities and, to a lesser extent, certain equipment and other assets. The Company's leases generally have initial terms ranging from 3 to 10 years and may include renewal or early-termination options, rent escalation clauses, and/or lease incentives in the form of construction allowances and rent abatements. The Company is typically required to make fixed minimum rent payments, variable rent payments based on performance (e.g., percentage-of-sales-based payments), or a combination thereof, relating to its right to use an underlying leased asset. The Company is also often required to pay for certain other costs that do not relate specifically to its right to use an underlying leased asset, but that are associated with the asset, including real estate taxes, insurance, common area maintenance fees, and/or certain other costs (referred to collectively herein as "non-lease components"), which may be fixed or variable in amount, depending on the terms of the respective lease agreement. The Company's leases do not contain significantly restrictive covenants or residual value guarantees.

The Company determines whether an arrangement contains a lease at the arrangement's inception. If a lease is determined to exist, its related term is assessed at the lease commencement date, once the underlying asset is made available by the lessor for the Company's use. The Company's assessment of the lease term reflects the non-cancellable period of the lease,


			F-15

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

inclusive of any rent-free periods, plus any periods covered by early-termination options for which the Company is not considered reasonably certain of exercising, as well as periods covered by renewal options for which it is considered reasonably certain of exercising. The Company also determines lease classification as either operating or finance at lease commencement, which governs the pattern of expense recognition and the presentation thereof in the consolidated statements of operations over the lease term.

For leases with a lease term exceeding 12 months, a liability is recorded on the consolidated balance sheet at the lease commencement date reflecting the present value of its related fixed payment obligations over such term. A corresponding right-of-use ("ROU") asset equal to the initial lease liability is also recorded, increased by any prepaid rent and/or initial direct costs incurred in connection with execution of the lease, and reduced by any incentives provided by the lessor. The Company also includes fixed payment obligations related to non-lease components in the measurement of its ROU assets and lease liabilities, given its election to account for lease and non-lease components together as a single lease component. Variable lease payments are not included in the measurement of ROU assets and lease liabilities. ROU assets associated with finance leases are presented separately from those associated with operating leases, and are included within property and equipment, net on the consolidated balance sheet. For purposes of measuring the present value of its fixed payment obligations for a given lease, the Company uses its incremental borrowing rate, determined based on information available at lease commencement, given that rates implicit in its leasing arrangements are not readily determinable. The Company's incremental borrowing rate reflects the rate it would pay to borrow on a secured basis an amount equal to the lease payments and incorporates the term and economic environment of the lease.

For operating leases, fixed lease payments are recognized as operating lease cost on a straight-line basis over the lease term. For finance leases, the initial ROU asset is depreciated on a straight-line basis over the lease term, along with recognition of interest expense associated with accretion of the remaining lease liability, which is ultimately reduced by the related fixed payments as they are made. For leases with a lease term of 12 months or less (referred to as a "short-term lease"), any fixed lease payments are recognized on a straight-line basis over such term and are not recognized on the consolidated balance sheet. For all leases, variable lease cost, if any, is recognized as incurred.

ROU assets, along with any related long-lived assets, are periodically evaluated for impairment whenever events or circumstances indicate that their carrying values may not be fully recoverable (see Note 12). To the extent that such assets are ultimately determined to be impaired, they are written down accordingly on a relative carrying amount basis, with the ROU asset written down to an amount no lower than its estimated fair value. Subsequent to the recognition of any such impairment, total remaining lease cost is recognized on a front-loaded basis over the remaining lease term.

Under certain of its lease arrangements, the Company is contractually obligated to remove its leasehold improvements at the end of the lease term. For such arrangements, the Company records an asset retirement obligation ("ARO") at lease inception for the estimated fair value, with a corresponding increase in the carrying amount of the related long-lived asset. The ARO is adjusted for any changes in estimates and the related long-lived asset is depreciated over its useful life. Activity related to these obligations were not material during any of the fiscal years presented. The Company's ARO balances are recorded within other non-current liabilities in the consolidated balance sheets (see Note 7).

See Note 14 for further discussion of the Company's leases.

Goodwill and Other Intangible Assets

At acquisition, the Company estimates and records the fair value of purchased intangible assets, which typically consist of reacquired license agreements, customer relationships, non-compete agreements, and/or order backlog. The fair values of these intangible assets are estimated based on management's assessment, considering independent third-party appraisals when necessary. The excess of the purchase consideration over the fair value of net assets acquired, both tangible and intangible, is recorded as goodwill. Goodwill and certain other intangible assets deemed to have indefinite useful lives are not amortized. Rather, goodwill and such indefinite-lived intangible assets are assessed for impairment at least annually. The Company generally performs its annual goodwill and indefinite-lived intangible assets impairment analyses using a qualitative approach to determine whether it is more likely than not that the fair values of such assets are less than their respective carrying values. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of the asset exceeds its carrying value, a quantitative test is performed. Under the quantitative test, if the carrying value of the asset exceeds its fair value, an impairment loss is recognized in the amount of the excess. The Company also periodically performs a quantitative test to assess its goodwill for impairment in lieu of using the qualitative approach in order to reassess the fair values of its reporting units.


			F-16

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Finite-lived intangible assets are amortized over their respective estimated useful lives and, along with other long-lived assets as noted above, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying values may not be fully recoverable. See discussion of the Company's accounting policy for long-lived asset impairment as previously described under the caption "Property and Equipment, Net."

Income Taxes

Income taxes are provided using the asset and liability method. Under this method, income taxes (i.e., deferred tax assets and liabilities, current taxes payable/refunds receivable, and tax expense) are recorded based on amounts refundable or payable in the current year and include the results of any difference between U.S. GAAP and tax reporting. Deferred income taxes reflect the tax effect of certain net operating losses, capital losses, general business credit carryforwards, and the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes, as determined under enacted tax laws and rates. The Company accounts for the financial effect of changes in tax laws or rates in the period of enactment.

In addition, valuation allowances are established when management determines that it is more likely than not that some portion or all of a deferred tax asset will not be realized. Tax valuation allowances are analyzed periodically and adjusted as events occur or circumstances change that warrant adjustments.

In determining the income tax benefit (provision) for financial reporting purposes, the Company establishes a reserve for uncertain tax positions. If the Company considers that a tax position is more likely than not of being sustained upon audit, based solely on the technical merits of the position, it recognizes the tax benefit. The Company measures the tax benefit by determining the largest amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the appropriate taxing authority that has full knowledge of all relevant information. These assessments can be complex and the Company often obtains assistance from external advisors. To the extent that the Company's estimates change or the final tax outcome of these matters is different than the amounts recorded, such differences will impact the income tax benefit (provision) in the period in which such determinations are made. If the initial assessment fails to result in the recognition of a tax benefit, the Company regularly monitors its position and subsequently recognizes the tax benefit if (i) there are changes in tax law or analogous case law that sufficiently raise the likelihood of prevailing on the technical merits of the position to more likely than not; (ii) the statute of limitations expires; or (iii) there is a completion of an audit resulting in a settlement of that tax year with the appropriate agency. Uncertain tax positions are classified as current only when the Company expects to pay cash within the next twelve months. Interest and penalties are recorded within the income tax benefit (provision) in the consolidated statements of operations and are classified on the consolidated balance sheets together with the related liability for unrecognized tax benefits.

The Company accounts for the minimum tax on global intangible low-taxed income ("GILTI") in the period in which it is incurred.

See Note 10 for further discussion of the Company's income taxes.

Derivative Financial Instruments

The Company records derivative financial instruments on its consolidated balance sheets at fair value. Changes in the fair value of derivative instruments that are designated and qualify for hedge accounting are either (i) offset through earnings against the changes in fair value of the related hedged assets, liabilities, or firm commitments or (ii) recognized in equity as a component of AOCI until the hedged item is recognized in earnings, depending on whether the instrument is hedging against changes in fair value or cash flows and net investments, respectively.

Each derivative instrument that qualifies for hedge accounting is expected to be highly effective in offsetting the risk associated with the related exposure. For each instrument that is designated as a hedge, the Company documents the related risk management objective and strategy, including identification of the hedging instrument, the hedged item, and the risk exposure, as well as how hedge effectiveness will be assessed over the instrument's term. To assess hedge effectiveness at the inception of a hedging relationship, the Company generally uses regression analysis, a statistical method, to evaluate how changes in the fair value of the derivative instrument are expected to offset changes in the fair value or cash flows of the related hedged item. The extent to which a hedging instrument has been and is expected to remain highly effective in achieving offsetting changes in fair value or cash flows is assessed by the Company on at least a quarterly basis.


			F-17

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Given its use of derivative instruments, the Company is exposed to the risk that counterparties to such contracts will fail to meet their contractual obligations. To mitigate such counterparty credit risk, the Company's policy is to only enter into contracts with carefully selected financial institutions based upon an evaluation of their credit ratings and certain other factors, adhering to established limits for credit exposure. The Company's established policies and procedures for mitigating credit risk include ongoing review and assessment of its counterparties' creditworthiness. The Company also enters into master netting arrangements with counterparties, when possible, to further mitigate credit risk. In the event of default or termination, these arrangements allow the Company to net-settle amounts payable and receivable related to multiple derivative transactions with the same counterparty. The master netting arrangements specify a number of events of default and termination, including the failure to make timely payments.

The fair values of the Company's derivative instruments are recorded on its consolidated balance sheets on a gross basis. For cash flow reporting purposes, proceeds received or amounts paid upon the settlement of a derivative instrument are classified in the same manner as the related item being hedged, primarily within cash flows from operating activities for its forward foreign exchange contracts and within cash flows from investing activities for its cross-currency swap contracts, both as discussed below.

Cash Flow Hedges

The Company uses forward foreign currency exchange contracts to mitigate its risk related to exchange rate fluctuations on inventory transactions made in an entity's non-functional currency. To the extent designated as cash flow hedges, related gains or losses on such instruments are initially deferred in equity as a component of AOCI and are subsequently recognized within cost of goods sold in the consolidated statements of operations when the related inventory is sold.

If a derivative instrument is dedesignated or if hedge accounting is discontinued because the instrument is not expected to be highly effective in hedging the designated exposure, any further gains (losses) are recognized in earnings each period within other income (expense), net. Upon discontinuance of hedge accounting, the cumulative change in fair value of the derivative instrument recorded in AOCI is recognized in earnings when the related hedged item affects earnings, consistent with the hedging strategy, unless the related forecasted transaction is probable of not occurring, in which case the accumulated amount is immediately recognized within other income (expense), net.

Hedges of Net Investments in Foreign Operations

The Company periodically uses cross-currency swap contracts to reduce risk associated with exchange rate fluctuations on certain of its net investments in foreign subsidiaries. Changes in the fair values of such derivative instruments that are designated as hedges of net investments in foreign operations are recorded in equity as a component of AOCI in the same manner as foreign currency translation adjustments. In assessing the effectiveness of such hedges, the Company uses a method based on changes in spot rates to measure the impact of foreign currency exchange rate fluctuations on both its foreign subsidiary net investment and the related hedging instrument. Under this method, changes in the fair value of the hedging instrument other than those due to changes in the spot rate are initially recorded in AOCI as a translation adjustment and are amortized into earnings as interest expense using a systematic and rational method over the instrument's term. Changes in fair value associated with the effective portion (i.e., those due to changes in the spot rate) are recorded in AOCI as a translation adjustment and are released and recognized in earnings only upon the sale or liquidation of the hedged net investment.

Undesignated Hedges

The Company uses undesignated hedges primarily to hedge foreign currency exchange rate risk related to third-party and intercompany balances and exposures. Changes in the fair values of such instruments are recognized in earnings each period within other income (expense), net.

See Note 13 for further discussion of the Company's derivative financial instruments.


			F-18

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4. Recently Issued Accounting Standards

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 is intended to enhance the transparency and usefulness of annual income tax disclosures. Among its provisions, ASU 2023-09 requires disclosure of a reconciliation between an entity's effective tax rate and its statutory rate utilizing eight specific categories, along with a separate disclosure for reconciling items that meet a 5% quantitative threshold. In addition, ASU 2023-09 requires disclosure of income taxes paid (net of refunds received), disaggregated by federal, state, and foreign taxes, as well as by individual jurisdictions if a 5% quantitative threshold is met. ASU 2023-09 is effective for the Company for annual periods beginning with its fiscal year ending March 28, 2026 ("Fiscal 2026") and is to be applied prospectively, although retrospective application is permitted. Early adoption is also permitted. Other than the new disclosure requirements, ASU 2023-09 will not have an impact on the Company's consolidated financial statements.

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No. 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 requires entities to make certain enhanced segment disclosures on both an annual and interim basis, including disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the "CODM") as defined within Accounting Standards Codification Topic 280, "Segment Reporting," as well as various information regarding its CODM, among other provisions. ASU 2023-07 does not change how entities identify their operating segments, aggregates them, or applies the quantitative thresholds to determine their reportable segments. The annual disclosures required by ASU 2023-07 are effective for the Company beginning in its Fiscal 2025, with interim disclosures effective beginning in its Fiscal 2026. The provisions of ASU 2023-07 are to be applied retrospectively to all prior periods presented. Early adoption is permitted. Other than the new disclosure requirements, ASU 2023-07 will not have an impact on the Company's consolidated financial statements.

Disclosure of Supplier Finance Program Obligations

In September 2022, the FASB issued ASU No. 2022-04, "Disclosure of Supplier Finance Program Obligations" ("ASU 2022-04"). ASU 2022-04 requires entities to disclose the key terms of supplier finance programs they use in connection with the purchase of goods and services, along with the amount of obligations outstanding at the end of each period and an annual rollforward of such obligations. This standard does not affect the recognition, measurement, or financial statement presentation of supplier finance program obligations. ASU 2022-04 became effective for the Company beginning in its Fiscal 2024 and was applied retrospectively to all periods in which a balance sheet is presented. The annual rollforward disclosure is not required to be made until the Company's Fiscal 2025 and is to be applied prospectively. The Company adopted ASU 2022-04 as of the beginning of Fiscal 2024. Other than the new disclosure requirements, ASU 2022-04 did not have an impact on the Company's consolidated financial statements. See Note 3 for further discussion of the Company's supplier finance program.


			F-19

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Property and Equipment

Property and equipment, net consists of the following:


	March 30, 2024		April 1, 2023
	(millions)
Land and improvements	$	15.3	$	15.3
Buildings and improvements	416.8		471.9
Furniture and fixtures	627.1		608.8
Machinery and equipment	389.5		375.9
Capitalized software	558.5		541.1
Leasehold improvements	1,249.4		1,216.1
Construction in progress	46.2		60.9
	3,302.8		3,290.0
Less: accumulated depreciation	(2,452.4)		(2,334.5)
Property and equipment, net	$	850.4	$	955.5

Property and equipment, net includes finance lease ROU assets, which are reflected in the table above based on their nature.

Depreciation expense was $215.9 million, $206.5 million, and $211.8 million during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively, and was recorded primarily within SG&A expenses in the consolidated statements of operations.

6. Goodwill and Other Intangible Assets

Goodwill

The following table details the changes in goodwill for each of the Company's segments during Fiscal 2024 and Fiscal 2023:


	North America		Europe		Asia		Other Non-reportable Segments		Total
	(millions)
Balance at April 2, 2022	$	421.8	$	286.0	$	68.9	$	132.0	$	908.7
Foreign currency translation	—		(4.2)		(5.6)		—		(9.8)
Balance at April 1, 2023	421.8		281.8		63.3		132.0		898.9
Foreign currency translation	—		(3.0)		(7.8)		—		(10.8)
Balance at March 30, 2024	$	421.8	$	278.8	$	55.5	$	132.0	$	888.1

Based on the results of the Company's goodwill impairment testing, no goodwill impairment charges were recorded in Fiscal 2024, Fiscal 2023, or Fiscal 2022. See Note 12 for further discussion of the Company's goodwill impairment testing.


			F-20

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Intangible Assets

Other intangible assets consist of the following:


	March 30, 2024						April 1, 2023
	Gross Carrying Amount		Accum. Amort.		Net		Gross Carrying Amount		Accum. Amort.		Net
	(millions)
Intangible assets subject to amortization:
Re-acquired licensed trademarks	$	223.3	$	(179.9)	$	43.4	$	226.3	$	(174.7)	$	51.6
Customer relationships	231.4		(208.3)		23.1		239.8		(211.9)		27.9
Other	10.1		(8.2)		1.9		10.1		(8.0)		2.1
Total intangible assets subject to amortization	464.8		(396.4)		68.4		476.2		(394.6)		81.6
Intangible assets not subject to amortization:
Trademarks and brands	7.3		N/A		7.3		7.3		N/A		7.3
Total intangible assets	$	472.1	$	(396.4)	$	75.7	$	483.5	$	(394.6)	$	88.9

Amortization Expense

Amortization expense was $13.1 million, $14.0 million, and $17.9 million during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively, and was recorded within SG&A expenses in the consolidated statements of operations.

Based on the balance of the Company's finite-lived intangible assets subject to amortization as of March 30, 2024, the expected amortization expense for each of the next five fiscal years and thereafter is as follows:


	Amortization Expense
	(millions)
Fiscal 2025	$	12.9
Fiscal 2026	10.7
Fiscal 2027	10.0
Fiscal 2028	10.0
Fiscal 2029	10.0
Fiscal 2030 and thereafter	14.8
Total	$	68.4

The expected future amortization expense above reflects weighted-average estimated remaining useful lives of 6.3 years for re-acquired licensed trademarks, 6.2 years for customer relationships, and 6.4 years for the Company's finite-lived intangible assets in total.


			F-21

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. Other Assets and Liabilities

Prepaid expenses and other current assets consist of the following:


	March 30, 2024		April 1, 2023
	(millions)
Non-trade receivables	$	27.2	$	30.7
Other taxes receivable	26.1		46.7
Prepaid marketing and advertising	19.6		10.4
Prepaid software maintenance	19.2		18.5
Inventory return asset	13.3		10.5
Prepaid occupancy expense	8.3		5.8
Cloud computing arrangement implementation costs	7.2		6.2
Prepaid logistic services	6.5		6.5
Derivative financial instruments	6.0		1.7
Tenant allowances receivable	5.2		3.9
Prepaid insurance	4.1		4.1

Restricted cash	2.8		1.5
Other prepaid expenses and current assets	26.4		42.2
Total prepaid expenses and other current assets	$	171.9	$	188.7

Other non-current assets consist of the following:


	March 30, 2024		April 1, 2023
	(millions)
Security deposits	$	34.2	$	33.0
Derivative financial instruments	30.6		42.8
Cloud computing arrangement implementation costs	16.0		10.1
Equity method and other investments	7.5		10.6
Deferred rent assets	6.3		6.8
Restricted cash	5.6		6.1
Other non-current assets	25.5		23.6
Total other non-current assets	$	125.7	$	133.0


			F-22

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accrued expenses and other current liabilities consist of the following:


	March 30, 2024		April 1, 2023
	(millions)
Accrued payroll and benefits	$	207.7	$	198.1
Accrued operating expenses	192.0		191.0
Accrued inventory	122.2		139.4
Accrued marketing and advertising	74.2		76.3
Other taxes payable	60.8		32.8
Dividends payable	47.5		49.2
Restructuring reserve	32.3		20.8
Accrued capital expenditures	26.7		37.2
Finance lease obligations	19.2		20.3
Deferred income	17.3		14.0

Other accrued expenses and current liabilities	9.8		16.4
Total accrued expenses and other current liabilities	$	809.7	$	795.5

Other non-current liabilities consist of the following:


	March 30, 2024		April 1, 2023
	(millions)
Deferred lease incentives and obligations	$	41.0	$	43.2
Asset retirement obligations	34.8		33.8
Accrued benefits and deferred compensation	20.5		12.4
Deferred tax liabilities	7.0		7.2
Derivative financial instruments	5.2		—
Other non-current liabilities	5.1		4.3
Total other non-current liabilities	$	113.6	$	100.9

8. Impairment of Assets

No impairment charges were recorded during Fiscal 2024.

During Fiscal 2023, the Company recorded impairment charges of $9.7 million to write-down certain long-lived assets, of which $9.5 million related to a certain previously exited real estate location for which the related lease agreement had not yet expired and $0.2 million related to its restructuring plans (see Note 9).

During Fiscal 2022, the Company recorded impairment charges of $21.3 million to write-down certain long-lived assets in connection with its restructuring plans (see Note 9).

See Note 12 for further discussion of these impairment charges recorded during the fiscal years presented.


			F-23

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9. Restructuring and Other Charges, Net

A description of significant restructuring and other activities and their related costs is provided below.

Fiscal 2024 Restructuring Activities

During Fiscal 2024, the Company recorded restructuring-related charges of $55.8 million, comprised of cash-related charges of $54.5 million, primarily associated with severance and benefit costs, and non-cash-related charges of $1.3 million. As of March 30, 2024, the remaining liability related to the cash-related charges was $30.2 million, reflecting cash payments of $24.1 million and $0.2 million of non-cash adjustments made.

Fiscal 2021 Strategic Realignment Plan

The Company has undertaken efforts to realign its resources to support future growth and profitability, and to create a sustainable, enhanced cost structure. The key areas of the Company's initiatives underlying these efforts involved evaluation of its: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across its corporate offices, distribution centers, and direct-to-consumer retail and wholesale doors; and (iii) brand portfolio.

In connection with the first initiative, on September 17, 2020, the Company's Board of Directors approved a restructuring plan (the "Fiscal 2021 Strategic Realignment Plan") to reduce its global workforce. Additionally, during a preliminary review of its store portfolio during the second quarter of Fiscal 2021, the Company decided to close its Polo store on Regent Street in London.

Shortly thereafter, on October 29, 2020, the Company announced the planned transition of its Chaps brand to a fully licensed business model, consistent with its long-term brand elevation strategy and in connection with its third initiative. Specifically, the Company entered into a multi-year licensing partnership, which took effect on August 1, 2021 following a transition period, with an affiliate of 5 Star Apparel LLC, a division of the OVED Group, to manufacture, market, and distribute Chaps menswear and womenswear. This agreement created incremental value for the Company by enabling an even greater focus on elevating its core brands in the marketplace, reducing its direct exposure to the North America department store channel, and setting up Chaps to deliver on its potential with an experienced partner that is focused on nurturing the brand.

Later, on February 3, 2021, the Company's Board of Directors approved additional actions related to its real estate initiative. Specifically, the Company further rightsized and consolidated its global corporate offices to better align with its organizational profile and new ways of working. The Company also closed certain of its stores to improve overall profitability. Additionally, the Company further consolidated its North America distribution centers in order to drive greater efficiencies, improve sustainability, and deliver a better consumer experience.

Finally, on June 26, 2021, in connection with its brand portfolio initiative, the Company sold its former Club Monaco business to Regent, L.P. ("Regent"), a global private equity firm, with no resulting gain or loss on sale realized during the first quarter of Fiscal 2022. Regent acquired Club Monaco's assets and liabilities in exchange for potential future cash consideration payable to the Company, including earn-out payments based on Club Monaco meeting certain defined revenue thresholds over a five-year period. Accordingly, the Company has realized amounts related to the receipt of such contingent consideration (as discussed further below) and additional amounts may be realized in the future. Additionally, in connection with this divestiture, the Company provided Regent with certain operational support for a transitional period of approximately one year, varying by functional area.

Actions associated with the Fiscal 2021 Strategic Realignment Plan are now complete and no additional charges are expected to be incurred in connection with this plan.


			F-24

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the charges recorded in connection with the Fiscal 2021 Strategic Realignment Plan during the fiscal years presented, as well as the cumulative charges recorded since its inception (inclusive of immaterial other restructuring-related charges previously recorded during the first quarter of Fiscal 2021), is as follows:


	Fiscal Years Ended				Cumulative Charges
	April 1, 2023		April 2, 2022

Cash-related restructuring charges:
Severance and benefit costs (reversals)	$	8.6	$	(5.7)	$	147.1

Other cash charges	3.9		7.7		26.5
Total cash-related restructuring charges	12.5		2.0		173.6
Non-cash charges:
Impairment of assets (see Note 8)	0.2		21.3		90.9
Inventory-related charges(a)	0.3		—		8.6
Accelerated stock-based compensation expense(b)	—		2.0		2.0

Other non-cash charges	6.7		—		6.7
Total non-cash charges	7.2		23.3		108.2
Total charges	$	19.7	$	25.3	$	281.8

**(a)**Inventory-related charges are recorded within cost of goods sold in the consolidated statements of operations.

**(b)**Accelerated stock-based compensation expense, which was recorded within restructuring and other charges, net in the consolidated statements of operations, related to vesting provisions associated with certain separation agreements.

In addition to the charges summarized in the table above, the Company recognized income of $7.0 million, $3.5 million, and $4.0 million during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively, related to cash consideration received from Regent in connection with the Company's previously sold Club Monaco business, pursuant to certain clauses included in the securities and asset purchase agreement. The Company donated this income to The Ralph Lauren Corporate Foundation, a non-profit, charitable foundation, which resulted in related offsetting donation expense of $7.0 million, $3.5 million, and $4.0 million during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively. The income and related offsetting donation expense during Fiscal 2024, Fiscal 2023, and Fiscal 2022 were all recorded within restructuring and other charges, net in the consolidated statements of operations.


			F-25

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the activity in the restructuring reserve related to the Fiscal 2021 Strategic Realignment Plan during the fiscal years presented is as follows:


	Severance and Benefit Costs		Other Cash Charges		Total
	(millions)
Balance at March 27, 2021	$	96.2	$	3.2	$	99.4
Additions (reductions) charged to expense	(5.7)		7.7		2.0
Cash payments applied against reserve	(60.5)		(10.8)		(71.3)
Non-cash adjustments	0.6		—		0.6
Balance at April 2, 2022	30.6		0.1		30.7
Additions charged to expense	8.6		3.9		12.5
Cash payments applied against reserve	(18.2)		(4.0)		(22.2)
Non-cash adjustments	(0.3)		—		(0.3)
Balance at April 1, 2023	20.7		—		20.7
Additions charged to expense	—		—		—
Cash payments applied against reserve	(16.6)		—		(16.6)
Non-cash adjustments	0.1		—		0.1
Balance at March 30, 2024	$	4.2	$	—	$	4.2

Other Charges

The Company recorded other charges of $14.0 million, $23.8 million, and $11.8 million during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively, primarily related to rent and occupancy costs associated with certain previously exited real estate locations for which the related lease agreements have not yet expired.

The Company is in the early stages of executing a large-scale multi-year global project that is expected to significantly transform the way in which the Company operates its business and further enable its long-term strategic pivot toward a global direct-to-consumer-oriented model (the "Next Generation Transformation project" or "NGT project"). The NGT project will be completed in phases and involves the redesigning of certain end-to-end processes and the implementation of a suite of information systems on a global scale. Such efforts are expected to result in significant process improvements and the creation of synergies across core areas of operations, including merchandise buying and planning, procurement, inventory management, retail and wholesale operations, and financial planning and reporting, better enabling the Company to optimize inventory levels and increase the speed to which it can react to changes in consumer demand across markets, among other benefits. In connection with the preliminary phase of the NGT project, the Company recorded other charges of $5.1 million during Fiscal 2024.

Additionally, during Fiscal 2022, the Company also recorded other charges of $6.4 million in connection with non-income-related capital taxes resulting from Swiss tax reform.


			F-26

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Income Taxes

Inflation Reduction Act of 2022

On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA") into law. The IRA enacted a 15% corporate minimum tax rate (subject to certain thresholds being met) that became effective for the Company beginning in its Fiscal 2024, a 1% excise tax on share repurchases made after December 31, 2022 (which may be reduced for the fair value of certain share issuances), and created and extended certain tax-related energy incentives. The tax-related provisions of the IRA have not had a material impact on the Company's consolidated financial statements to date, but could in the future if the Company's facts and circumstances were to change. See Note 16 for additional information relating to the Company's stock repurchase program.

Taxes on Income

Domestic and foreign pretax income are as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Domestic	$	84.6	$	74.3	$	180.7
Foreign	692.8		617.6		573.9
Total income before income taxes	$	777.4	$	691.9	$	754.6

Provisions for current and deferred income taxes are as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Current:
Federal	$	(17.6)	$	(35.7)	$	(24.2)
State and local	(15.9)		1.4		(21.6)
Foreign	(138.7)		(131.0)		(154.8)
	(172.2)		(165.3)		(200.6)
Deferred:
Federal	2.8		14.3		53.8
State and local	2.6		(8.0)		8.2
Foreign	35.7		(10.2)		(15.9)
	41.1		(3.9)		46.1
Total income tax provision	$	(131.1)	$	(169.2)	$	(154.5)


			F-27

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Tax Rate Reconciliation

The differences between income taxes expected at the U.S. federal statutory income tax rate and income taxes provided are as follows:


	Fiscal Years Ended
	March 30, 2024			April 1, 2023			April 2, 2022
	(millions)
Provision for income taxes at the U.S. federal statutory rate	$	(163.2)		$	(145.3)		$	(158.5)
Change due to:
State and local income taxes, net of federal benefit	(8.4)			(6.3)			(14.5)
Foreign income taxed at different rates, net of U.S. foreign tax credits	30.5			(2.7)			(2.6)
Deferred tax adjustments	37.6			—			8.0
Non-creditable foreign taxes	(4.5)			(8.8)			—
Foreign-derived intangible income benefit	—			—			20.3
Changes in valuation allowance on deferred tax assets	0.2			(0.2)			3.6
Unrecognized tax benefits and settlements of tax examinations	(21.1)			(1.2)			(11.5)
Compensation-related adjustments	(7.1)			(7.7)			(9.4)
Charitable contributions	1.7			2.8			3.7
Other	3.2			0.2			6.4
Total income tax provision	$	(131.1)		$	(169.2)		$	(154.5)
Effective tax rate(a)	16.9		%	24.5		%	20.5		%

**(a)**Effective tax rate is calculated by dividing the income tax provision by income before income taxes.

The Company's Fiscal 2024 effective tax rate was lower than the U.S. federal statutory income tax rate of 21% primarily due to deferred tax benefits recognized as a result of transactions entered into as part of a reorganization of the Company's legal entity structure, recently enacted changes in tax legislation, and the favorable tax impact of earnings generated in lower taxed foreign jurisdictions versus the U.S., partially offset by an increase in income tax reserves. Additionally, the lower effective tax rate for Fiscal 2024 was also driven by favorable adjustments related to the revaluation of deferred tax assets arising from Swiss tax reform and favorable deferred tax adjustments related to the European Union's anti-tax avoidance directive.

The Company's Fiscal 2023 effective tax rate was higher than the U.S. federal statutory income tax rate of 21% primarily due to the unfavorable impact of certain foreign deferred adjustments, compensation-related adjustments, and state taxes.

The Company's Fiscal 2022 effective tax rate was slightly lower than the U.S. federal statutory income tax rate of 21% primarily due to favorable tax impacts of the foreign-derived intangible income deduction and deferred tax adjustments, partially offset by the unfavorable impacts of additional income tax reserves associated with certain income tax audits and tax impacts of compensation related adjustments.


			F-28

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Deferred Taxes

Significant components of the Company's deferred tax assets and liabilities are as follows:


	March 30, 2024		April 1, 2023
	(millions)
Lease liabilities	$	300.0	$	334.9
Goodwill and other intangible assets	123.4		(60.2)
Deferred compensation	54.8		47.4
Property and equipment	48.5		39.2
Deferred income	46.5		69.8
Unrecognized tax benefits	38.6		34.2
Inventory basis difference	31.2		30.4
Receivable allowances and reserves	27.1		31.4
Capitalized software	24.6		14.5
Net operating loss carryforwards	9.7		11.7
Accrued expenses	7.2		5.5
GILTI-related carryforwards	3.4		5.8
Lease ROU assets	(232.8)		(259.3)
Cumulative translation adjustment and hedges	(22.0)		(23.1)
Undistributed foreign income	(16.7)		(19.5)
Other	6.5		(3.2)
Valuation allowance	(168.7)		(11.6)
Net deferred tax assets(a)	$	281.3	$	247.9

**(a)**Net deferred tax balances as of March 30, 2024 and April 1, 2023 were comprised of non-current deferred tax assets of $288.3 million and $255.1 million, respectively, recorded within deferred tax assets, and non-current deferred tax liabilities of $7.0 million and $7.2 million, respectively, recorded within other non-current liabilities in the consolidated balance sheets.

The Company has available state and foreign net operating loss carryforwards of $2.0 million and $0.1 million (all net of tax), respectively, for tax purposes to offset future taxable income. There are no federal net operating loss carryforwards available to the Company. The net operating loss carryforwards expire beginning in Fiscal 2025.

The Company also has available state and foreign net operating loss carryforwards of $5.5 million and $2.3 million (both net of tax), respectively, for which no net deferred tax asset has been recognized. A full valuation allowance has been recorded against these carryforwards since the Company does not believe that it will more likely than not be able to utilize these carryforwards to offset future taxable income. Subsequent recognition of these deferred tax assets would result in an income tax benefit in the year of such recognition. The valuation allowance relating to both state and foreign net operating loss carryforwards remains consistent with prior year for jurisdictions where the Company will no longer be able to utilize the carryforwards in the future.


			F-29

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In January 2018, new U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA") became effective. The TCJA significantly revised U.S. tax law by, among other provisions, creating a territorial tax system that included a one-time mandatory transition tax on previously deferred foreign earnings. As a result of the taxation of undistributed foreign earnings in connection with the TCJA, the Company reevaluated its permanent reinvestment assertion and determined that undistributed foreign earnings that were subject to the TCJA's one-time mandatory transition tax were no longer considered to be permanently reinvested, effective December 31, 2017. The mandatory transition tax does not apply to undistributed foreign earnings generated after December 31, 2017. Accordingly, provision has not been made for U.S. or additional foreign taxes on approximately $2.977 billion of undistributed earnings of foreign subsidiaries generated after December 31, 2017, as such earnings are expected to be permanently reinvested. These earnings could become subject to tax if they were remitted as dividends, if foreign earnings were lent to RLC, a subsidiary or a U.S. affiliate of RLC, or if the stock of the subsidiaries were sold. Determination of the amount of unrecognized deferred tax liability with respect to such earnings is not practicable.

Uncertain Income Tax Benefits

Fiscal 2024, Fiscal 2023, and Fiscal 2022 Activity

Reconciliations of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties, for Fiscal 2024, Fiscal 2023, and Fiscal 2022 are presented below:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Unrecognized tax benefits beginning balance	$	77.1	$	75.4	$	71.4
Additions related to current period tax positions	21.7		13.3		21.6
Additions related to prior period tax positions	2.4		0.6		8.1
Reductions related to prior period tax positions	(0.9)		(4.3)		(7.6)
Reductions related to expiration of statutes of limitations	(1.0)		(2.9)		(1.1)
Reductions related to settlements with taxing authorities	(0.1)		(4.5)		(14.8)
Reductions related to foreign currency translation	(0.8)		(0.5)		(2.2)
Unrecognized tax benefits ending balance	$	98.4	$	77.1	$	75.4

The Company classifies interest and penalties related to unrecognized tax benefits as part of its provision for income taxes. Reconciliations of the beginning and ending amounts of accrued interest and penalties related to unrecognized tax benefits for Fiscal 2024, Fiscal 2023, and Fiscal 2022 are presented below:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Accrued interest and penalties beginning balance	$	16.7	$	16.5	$	20.0
Net additions charged to expense	3.9		2.6		2.6
Reductions related to prior period tax positions	(0.2)		(1.9)		(0.9)
Reductions related to settlements with taxing authorities	—		(0.4)		(5.0)
Reductions related to foreign currency translation	(0.1)		(0.1)		(0.2)
Accrued interest and penalties ending balance	$	20.3	$	16.7	$	16.5

The total amount of unrecognized tax benefits, including interest and penalties, was $118.7 million and $93.8 million as of March 30, 2024 and April 1, 2023, respectively, and was included within the non-current liability for unrecognized tax benefits in the consolidated balance sheets. The total amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate was $80.1 million and $59.6 million as of March 30, 2024 and April 1, 2023, respectively.


			F-30

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Future Changes in Unrecognized Tax Benefits

The total amount of unrecognized tax benefits relating to the Company's tax positions is subject to change based on future events including, but not limited to, settlements of ongoing tax audits and assessments and the expiration of applicable statutes of limitations. Although the outcomes and timing of such events are highly uncertain, the Company does not anticipate that the balance of gross unrecognized tax benefits, excluding interest and penalties, will change significantly during the next twelve months. However, changes in the occurrence, expected outcomes, and timing of such events could cause the Company's current estimate to change materially in the future.

The Company files a consolidated U.S. federal income tax return, as well as tax returns in various state, local, and foreign jurisdictions. The Company is generally no longer subject to examinations by the relevant tax authorities for years prior to its fiscal year ended April 2, 2016.

11. Debt

Debt consists of the following:


	March 30, 2024		April 1, 2023
	(millions)

$400 million 3.750% Senior Notes(a)	$	399.0	$	398.4

$750 million 2.950% Senior Notes(b)	741.5		740.1



Total long-term debt	$	1,140.5	$	1,138.5

**(a)**The carrying value of the 3.750% Senior Notes is presented net of unamortized debt issuance costs and original issue discount of $1.0 million and $1.6 million as of March 30, 2024 and April 1, 2023, respectively.

**(b)**The carrying value of the 2.950% Senior Notes is presented net of unamortized debt issuance costs and original issue discount of $8.5 million and $9.9 million as of March 30, 2024 and April 1, 2023, respectively.

Senior Notes

In August 2018, the Company completed a registered public debt offering and issued $400 million aggregate principal amount of unsecured senior notes due September 15, 2025, which bear interest at a fixed rate of 3.750%, payable semi-annually (the "3.750% Senior Notes"). The 3.750% Senior Notes were issued at a price equal to 99.521% of their principal amount. The proceeds from this offering were used for general corporate purposes, including repayment of the Company's previously outstanding $300 million principal amount of 2.125% unsecured senior notes that matured September 26, 2018.

In June 2020, the Company completed another registered public debt offering and issued an additional $500 million aggregate principal amount of unsecured senior notes that were due and repaid on June 15, 2022 with cash on hand, which bore interest at a fixed rate of 1.700%, payable semi-annually (the "1.700% Senior Notes"), and $750 million aggregate principal amount of unsecured senior notes due June 15, 2030, which bear interest at a fixed rate of 2.950%, payable semi-annually (the "2.950% Senior Notes"). The 1.700% Senior Notes and 2.950% Senior Notes were issued at prices equal to 99.880% and 98.995% of their principal amounts, respectively. The proceeds from these offerings were used for general corporate purposes, which included the repayment of $475 million previously outstanding under the Company's Global Credit Facility (as defined below) on June 3, 2020 and repayment of its previously outstanding $300 million principal amount of 2.625% unsecured senior notes that matured August 18, 2020.

The Company has the option to redeem the 3.750% Senior Notes and 2.950% Senior Notes (collectively, the "Senior Notes"), in whole or in part, at any time at a price equal to accrued and unpaid interest on the redemption date plus the greater of (i) 100% of the principal amount of the series of Senior Notes to be redeemed or (ii) the sum of the present value of Remaining Scheduled Payments, as defined in the supplemental indentures governing such Senior Notes (together with the indenture governing the Senior Notes, the "Indenture"). The Indenture contains certain covenants that restrict the Company's ability, subject to specified exceptions, to incur certain liens; enter into sale and leaseback transactions; consolidate or merge with another party; or sell, lease, or convey all or substantially all of the Company's property or assets to another party. However, the Indenture does not contain any financial covenants.


			F-31

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Commercial Paper

The Company has a commercial paper borrowing program that allows it to issue up to $750 million of unsecured commercial paper notes through private placement using third-party broker-dealers (the "Commercial Paper Program").

Borrowings under the Commercial Paper Program are supported by the Global Credit Facility (as defined below). Accordingly, the Company does not expect combined borrowings outstanding under the Commercial Paper Program and Global Credit Facility to exceed $750 million. Commercial Paper Program borrowings may be used to support the Company's general working capital and corporate needs. Maturities of commercial paper notes vary, but cannot exceed 397 days from the date of issuance. Commercial paper notes issued under the Commercial Paper Program rank equally in seniority with the Company's other forms of unsecured indebtedness. As of both March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the Commercial Paper Program.

Revolving Credit Facilities

Global Credit Facility

In June 2023, the Company terminated its then existing credit facility and entered into a new credit facility that provides for a $750 million senior unsecured revolving line of credit through June 30, 2028 (the "Global Credit Facility") under terms and conditions substantially similar to those of the previous facility. The Global Credit Facility may be used for working capital needs, capital expenditures, certain investments, general corporate purposes, and for funding of acquisitions. The Global Credit Facility may also be used to support the issuance of letters of credit and maintenance of the Commercial Paper Program. Borrowings under the Global Credit Facility may be denominated in U.S. Dollars and certain other currencies, including Euros, Hong Kong Dollars, and Japanese Yen, and are guaranteed by some of the Company's domestic subsidiaries, including all of the Company's significant subsidiaries. In accordance with the terms of the agreement governing the Global Credit Facility, the Company has the ability to expand its borrowing availability under the Global Credit Facility to $1.500 billion, subject to the agreement of one or more new or existing lenders under the facility to increase their commitments. There are no mandatory reductions in borrowing ability throughout the term of the Global Credit Facility.

Borrowings under the Global Credit Facility bear interest at a rate per annum equal to, at the Company's option, either (a) an alternate base rate or (b) an adjusted term Secured Overnight Financing Rate ("SOFR") rate or the applicable currency in which the loans are made (the "Term Benchmark Rate") plus an applicable margin. The applicable margin for Term Benchmark Rate loans will be adjusted by reference to a grid (the "Pricing Grid"), which is included in the definition of "Applicable Rate" within the Global Credit Facility agreement and is based on ratings for the Company's senior, unsecured long-term indebtedness provided by established ratings agencies. In addition to paying interest on any outstanding borrowings under the Global Credit Facility, the Company is required to pay a commitment fee, calculated at a rate per annum determined in accordance with the Pricing Grid, on the average daily unused amount of the Facility, payable quarterly in arrears, and certain fees with respect to Letters of Credit that are issued. The current commitment fee rate of 8 basis points is subject to adjustment based on the Company's credit ratings. As of March 30, 2024, there were no borrowings outstanding under the Global Credit Facility, nor were there any borrowings outstanding as of April 1, 2023 under the Company's previous facility. However, the Company was contingently liable for $11.8 million and $11.9 million of outstanding letters of credit as of March 30, 2024 and April 1, 2023, respectively.

The Global Credit Facility contains a number of covenants that, among other things, restrict the Company's ability, subject to specified exceptions, to incur additional debt; incur liens; sell or dispose of assets; merge with or acquire other companies; liquidate or dissolve itself; engage in businesses that are not in a related line of business; make loans, advances, or guarantees; engage in transactions with affiliates; and make certain investments. The Global Credit Facility also requires the Company to maintain a maximum ratio of Adjusted Debt to Consolidated EBITDAR (the "leverage ratio") of no greater than 4.25 as of the date of measurement for the four most recent consecutive fiscal quarters. Adjusted Debt is defined generally as consolidated debt outstanding, including finance lease obligations, plus all operating lease obligations. Consolidated EBITDAR is defined generally as consolidated net income plus (i) income tax expense, (ii) net interest expense, (iii) depreciation and amortization expense, (iv) operating lease cost, (v) restructuring and other non-recurring expenses, and (vi) acquisition-related costs.


			F-32

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Upon the occurrence of an Event of Default under the Global Credit Facility, the lenders may cease making loans, terminate the Global Credit Facility, and declare all amounts outstanding to be immediately due and payable. The Global Credit Facility specifies various events of default (many of which are subject to applicable grace periods), including, among others, the failure to make timely principal, interest, and fee payments or to satisfy the covenants, including the financial covenant described above. Additionally, the Global Credit Facility provides that an Event of Default will occur if Mr. Ralph Lauren, the Company's Executive Chairman and Chief Creative Officer, and entities controlled by the Lauren family fail to maintain a specified minimum percentage of the voting power of the Company's common stock. As of March 30, 2024, no Event of Default (as such term is defined pursuant to the Global Credit Facility) has occurred under the Company's Global Credit Facility.

Pan-Asia Borrowing Facilities

Certain of the Company's subsidiaries in Asia have uncommitted credit facilities with regional branches of JPMorgan Chase in China and South Korea (the "Pan-Asia Credit Facilities"). Additionally, the Company's Japan subsidiary has an uncommitted overdraft facility with Sumitomo Mitsui Banking Corporation (the "Japan Overdraft Facility"). The Pan-Asia Credit Facilities and Japan Overdraft Facility (collectively, the "Pan-Asia Borrowing Facilities") are subject to annual renewal and may be used to fund general working capital needs of the Company's operations in the respective countries. Borrowings under the Pan-Asia Borrowing Facilities are guaranteed by the parent company and are granted at the sole discretion of the respective banks, subject to availability of the banks' funds and satisfaction of certain regulatory requirements. The Pan-Asia Borrowing Facilities do not contain any financial covenants.

A summary of the Company's Pan-Asia Borrowing Facilities by country is as follows:

China Credit Facility — provides Ralph Lauren Trading (Shanghai) Co., Ltd. with a revolving line of credit of up to 100 million Chinese Renminbi (approximately $14 million) through April 3, 2025, which is also able to be used to support bank guarantees.
South Korea Credit Facility — provides Ralph Lauren (Korea) Ltd. with a revolving line of credit of up to 30 billion South Korean Won (approximately $22 million) through October 25, 2024.
Japan Overdraft Facility — provides Ralph Lauren Corporation Japan with an overdraft amount of up to 5 billion Japanese Yen (approximately $33 million) through April 30, 2025.

As of both March 30, 2024 and April 1, 2023, there were no borrowings outstanding under the Pan-Asia Borrowing Facilities.

12. Fair Value Measurements

U.S. GAAP prescribes a three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy for a particular asset or liability depends on the inputs used in its valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally-derived (unobservable). A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable.
Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.


			F-33

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the Company's financial assets and liabilities that are measured and recorded at fair value on a recurring basis, excluding accrued interest components:


	March 30, 2024		April 1, 2023
	(millions)

Derivative assets(a)	$	36.6	$	44.5
Derivative liabilities(a)	5.5		5.7

**(a)**Based on Level 2 measurements.

The Company's derivative financial instruments are recorded at fair value in its consolidated balance sheets and are valued using pricing models that are primarily based on market observable external inputs, including spot and forward currency exchange rates, benchmark interest rates, and discount rates consistent with the instrument's tenor, and consider the impact of the Company's own credit risk, if any. Changes in counterparty credit risk are also considered in the valuation of derivative financial instruments.

To the extent the Company invests in commercial paper, such investments are classified as available-for-sale and recorded at fair value in its consolidated balance sheets using external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company's investments. To the extent the Company invests in bonds, such investments are also classified as available-for-sale and recorded at fair value in its consolidated balance sheets based on quoted prices in active markets.

The Company's cash and cash equivalents, restricted cash, and time deposits are recorded at carrying value, which generally approximates fair value based on Level 1 measurements.

The Company's debt instruments are recorded at their amortized cost in its consolidated balance sheets, which may differ from their respective fair values. The fair values of the Company's senior notes are estimated based on external pricing data, including available quoted market prices, and with reference to comparable debt instruments with similar interest rates, credit ratings, and trading frequency, among other factors. The fair values of the Company's commercial paper notes and borrowings outstanding under its credit facilities, if any, are estimated using external pricing data, based on interest rates and credit ratings for similar issuances with the same remaining term as the Company's outstanding borrowings. Due to their short-term nature, the fair values of the Company's commercial paper notes and borrowings outstanding under its credit facilities, if any, generally approximate their amortized cost carrying values.

The following table summarizes the carrying values and the estimated fair values of the Company's debt instruments:


	March 30, 2024				April 1, 2023
	Carrying Value(a)		Fair Value(b)		Carrying Value(a)		Fair Value(b)
	(millions)

$400 million 3.750% Senior Notes	$	399.0	$	391.4	$	398.4	$	393.6

$750 million 2.950% Senior Notes	741.5		671.4		740.1		677.1

**(a)**See Note 11 for discussion of the carrying values of the Company's senior notes.

**(b)**Based on Level 2 measurements.

Unrealized gains or losses resulting from changes in the fair value of the Company's debt instruments do not result in the realization or expenditure of cash unless the debt is retired prior to its maturity.


			F-34

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Non-financial Assets and Liabilities

The Company's non-financial assets, which primarily consist of goodwill, other intangible assets, property and equipment, and lease-related ROU assets, are not required to be measured at fair value on a recurring basis, and instead are reported at their amortized or depreciated cost in its consolidated balance sheet. However, on a periodic basis or whenever events or changes in circumstances indicate that they may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), the respective carrying value of non-financial assets are assessed for impairment and, if ultimately considered impaired, are adjusted and written down to their fair value, as estimated based on consideration of external market participant assumptions and discounted cash flows.

During Fiscal 2023 and Fiscal 2022, the Company recorded impairment charges to reduce the carrying values of certain long-lived assets to their estimated fair values. The fair values of these assets were determined based on Level 3 measurements, the related inputs of which included estimates of the amount and timing of the assets' net future discounted cash flows (including any potential sublease income for lease-related ROU assets), based on historical experience and consideration of current trends, market conditions, and comparable sales, as applicable. No impairment charges were recorded during Fiscal 2024.

The following table summarizes impairment charges recorded by the Company during the fiscal years presented to reduce the carrying values of certain long-lived assets to their estimated fair values as of the assessment date:


	Fiscal Years Ended
	March 30, 2024			April 1, 2023				April 2, 2022
Long-Lived Asset Category	Total Impairments		Fair Value as of Impairment Date	Total Impairments		Fair Value as of Impairment Date		Total Impairments		Fair Value as of Impairment Date
	(millions)
Property and equipment, net	$	—	N/A	$	0.2	$	—	$	1.0	$	—
Operating lease right-of-use assets	—		N/A	9.5		14.8		20.3		27.8

See Note 8 for additional discussion regarding impairment charges recorded by the Company within the consolidated statements of operations during the fiscal years presented.

No impairment charges associated with goodwill or other intangible assets were recorded during any of the fiscal years presented. In Fiscal 2024, the Company performed its annual assessment of the recoverability of goodwill assigned to its reporting units using a quantitative approach as of the beginning of the second quarter of Fiscal 2024. The estimated fair values of the Company's reporting units were determined with the assistance of an independent third-party valuation firm using discounted cash flows and market comparisons. Based on the results of the quantitative impairment assessment, the Company concluded that the fair values of its reporting units significantly exceeded their respective carrying values and were not at risk of impairment. Accordingly, no goodwill impairment charges were recorded.


			F-35

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

13. Financial Instruments

Derivative Financial Instruments

The Company is exposed to changes in foreign currency exchange rates, primarily relating to certain anticipated cash flows and the value of the reported net assets of its international operations, as well as changes in the fair value of its fixed-rate debt obligations attributed to changes in benchmark interest rates. Accordingly, based on its assessment thereof, the Company may use derivative financial instruments to manage and mitigate such risks. The Company does not use derivatives for speculative or trading purposes.

The following table summarizes the Company's outstanding derivative instruments recorded on its consolidated balance sheets as of March 30, 2024 and April 1, 2023:


	Notional Amounts				Derivative Assets						Derivative Liabilities
Derivative Instrument(a)	March 30, 2024		April 1, 2023		March 30, 2024			April 1, 2023			March 30, 2024			April 1, 2023
					Balance Sheet Line(b)	Fair Value		Balance Sheet Line(b)	Fair Value		Balance Sheet Line(b)	Fair Value		Balance Sheet Line(b)	Fair Value
	(millions)
Designated Hedges:
FC — Cash flow hedges	$	319.4	$	345.1	PP	$	4.8	PP	$	1.4	AE	$	0.2	AE	$	5.0

Net investment hedges(c)	700.0		700.0		ONCA	30.6		ONCA	42.8		ONCL	5.2			—
Total Designated Hedges	1,019.4		1,045.1			35.4			44.2			5.4			5.0
Undesignated Hedges:
FC — Undesignated hedges(d)	153.2		164.8		PP	1.2		PP	0.3		AE	0.1		AE	0.7
Total Hedges	$	1,172.6	$	1,209.9		$	36.6		$	44.5		$	5.5		$	5.7

**(a)**FC = Forward foreign currency exchange contracts.

**(b)**PP = Prepaid expenses and other current assets; AE = Accrued expenses and other current liabilities; ONCA = Other non-current assets; ONCL = Other non-current liabilities.

**(c)**Includes cross-currency swaps designated as hedges of the Company's net investment in certain foreign operations.

**(d)**Relates to third-party and intercompany foreign currency-denominated exposures and balances.

The Company presents the fair values of its derivative assets and liabilities recorded on its consolidated balance sheets on a gross basis, even when they are subject to master netting arrangements. However, if the Company were to offset and record the asset and liability balances of all of its derivative instruments on a net basis in accordance with the terms of each of its master netting arrangements, spread across eight separate counterparties, the amounts presented in the consolidated balance sheets as of March 30, 2024 and April 1, 2023 would be adjusted from the current gross presentation as detailed in the following table:


	March 30, 2024						April 1, 2023
	Gross Amounts Presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet that are Subject to Master Netting Agreements		Net Amount		Gross Amounts Presented in the Balance Sheet		Gross Amounts Not Offset in the Balance Sheet that are Subject to Master Netting Agreements		Net Amount
	(millions)
Derivative assets	$	36.6	$	(0.2)	$	36.4	$	44.5	$	(4.5)	$	40.0
Derivative liabilities	5.5		(0.2)		5.3		5.7		(4.5)		1.2


			F-36

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company's master netting arrangements do not require cash collateral to be pledged by the Company or its counterparties. See Note 3 for further discussion of the Company's master netting arrangements.

The following tables summarize the pretax impact of gains and losses from the Company's designated derivative instruments on its consolidated financial statements for the fiscal years presented:


	Gains (Losses) Recognized in OCI
	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Designated Hedges:
FC — Cash flow hedges	$	14.5	$	18.1	$	9.0
Net investment hedges — effective portion	4.2		10.6		46.8
Net investment hedges — portion excluded from assessment of hedge effectiveness	(21.7)		26.6		3.6
Total Designated Hedges	$	(3.0)	$	55.3	$	59.4


	Location and Amount of Gains (Losses) from Cash Flow Hedges Reclassified from AOCI to Earnings
	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	Cost of goods sold		Cost of goods sold		Cost of goods sold
	(millions)
Total amounts presented in the consolidated statements of operations in which the effects of related cash flow hedges are recorded	$	(2,199.6)	$	(2,277.8)	$	(2,071.0)
Effects of cash flow hedging:
FC — Cash flow hedges	10.8		23.8		3.8


	Gains (Losses) from Net Investment Hedges Recognized in Earnings						Location of Gains (Losses) Recognized in Earnings
	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Net Investment Hedges:
Net investment hedges — portion excluded from assessment of hedge effectiveness(a)	$	12.5	$	13.0	$	11.9	Interest expense
Total Net Investment Hedges	$	12.5	$	13.0	$	11.9

**(a)**Amounts recognized in OCI relating to the effective portion of the Company's net investment hedges would be recognized in earnings only upon the sale or liquidation of the hedged net investment.

As of March 30, 2024, it is estimated that $7.9 million of pretax net gains on both outstanding and matured derivative instruments designated and qualifying as cash flow hedges deferred in AOCI will be recognized in earnings over the next twelve months. Amounts ultimately recognized in earnings will depend on exchange rates in effect when outstanding derivative instruments are settled.


			F-37

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the pretax impact of gains and losses from the Company's undesignated derivative instruments on its consolidated financial statements for the fiscal years presented:


	Gains (Losses) Recognized in Earnings						Location of Gains (Losses) Recognized in Earnings
	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Undesignated Hedges:
FC — Undesignated hedges	$	9.8	$	13.0	$	6.9	Other income (expense), net
Total Undesignated Hedges	$	9.8	$	13.0	$	6.9

Risk Management Strategies

Forward Foreign Currency Exchange Contracts

The Company uses forward foreign currency exchange contracts to mitigate its risk related to exchange rate fluctuations on inventory transactions made in an entity's non-functional currency, the settlement of foreign currency-denominated balances, and the translation of certain foreign operations' net assets into U.S. Dollars. As part of its overall strategy for managing the level of exposure to such exchange rate risk, relating primarily to the Euro, the Japanese Yen, the South Korean Won, the Australian Dollar, the Canadian Dollar, the British Pound Sterling, the Swiss Franc, and the Chinese Renminbi, the Company generally hedges a portion of its related exposures anticipated over the next twelve months using forward foreign currency exchange contracts with maturities of two months to one year to provide continuing coverage over the period of the respective exposure.

Cross-Currency Swap Contracts

The Company periodically designates pay-fixed rate, receive fixed-rate cross-currency swap contracts as hedges of its net investment in certain of its European subsidiaries. These contracts swap U.S. Dollar-denominated fixed interest rate payments based on the contract's notional amount and the fixed rate of interest payable on certain of the Company's senior notes for Euro-denominated fixed interest rate payments, thereby economically converting a portion of its fixed-rate U.S. Dollar-denominated senior note obligations to fixed-rate Euro-denominated obligations.

See Note 3 for further discussion of the Company's accounting policies relating to its derivative financial instruments.

Investments

The Company's short-term investments as of March 30, 2024 and April 1, 2023, were $121.0 million and $36.4 million, respectively, and consisted of time deposits.

No significant realized or unrealized gains or losses on available-for-sale investments or impairment charges were recorded during any of the fiscal years presented.

Refer to Note 3 for further discussion of the Company's accounting policies relating to its investments.


			F-38

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. Leases

The following table summarizes ROU assets and lease liabilities recorded on the consolidated balance sheets:


	March 30, 2024		April 1, 2023		Location Recorded on Balance Sheet
	(millions)
Assets:
Operating leases	$	1,014.6	$	1,134.0	Operating lease right-of-use assets
Finance leases	218.2		271.7		Property and equipment, net
Total lease assets	$	1,232.8	$	1,405.7
Liabilities:
Operating leases:
Current portion	$	245.5	$	266.7	Current operating lease liabilities
Non-current portion	1,014.0		1,141.1		Long-term operating lease liabilities
Total operating lease liabilities	1,259.5		1,407.8
Finance leases:
Current portion	19.2		20.3		Accrued expenses and other current liabilities
Non-current portion	256.1		315.3		Long-term finance lease liabilities
Total finance lease liabilities	275.3		335.6
Total lease liabilities	$	1,534.8	$	1,743.4

The following table summarizes the composition of total lease cost during the fiscal years presented:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022		Location Recorded in Earnings
	(millions)
Operating lease cost	$	295.0	$	294.3	$	300.2	(a)
Finance lease costs:
Depreciation of leased assets	24.0		24.5		26.1		(b)
Accretion of lease liabilities	9.1		11.2		12.2		Interest expense
Variable lease cost	340.7		318.3		291.2		(c)
Short-term lease cost	2.6		2.8		3.6		SG&A expenses
Sublease income	(6.5)		(8.2)		(6.7)		Restructuring and other charges, net
Total lease cost	$	664.9	$	642.9	$	626.6

**(a)**During Fiscal 2024, $3.1 million was included within cost of goods sold, $278.1 million was included within SG&A expenses, and $13.8 million was included within restructuring and other charges, net. During Fiscal 2023, $3.1 million was included within cost of goods sold, $269.4 million was included within SG&A expenses, and $21.8 million was included within restructuring and other charges, net. During Fiscal 2022, $3.3 million was included within cost of goods sold, $276.2 million was included within SG&A expenses, and $20.7 million was included within restructuring and other charges, net.

**(b)**During Fiscal 2024, $20.9 million was included within SG&A expenses and $3.1 million was included within restructuring and other charges, net. During Fiscal 2023, $22.8 million was included within SG&A expenses and $1.7 million was included within restructuring and other charges, net. During Fiscal 2022, all depreciation of leased assets was included within SG&A expenses.

**(c)**During Fiscal 2024, $4.7 million was included within cost of goods sold, $332.7 million was included within SG&A expenses, and $3.3 million was included within restructuring and other charges, net. During Fiscal 2023, $3.5 million was included within cost of goods sold, $307.8 million was included within SG&A expenses, and $7.0


			F-39

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

million was included within restructuring and other charges, net. During Fiscal 2022, $4.6 million was included within cost of goods sold and $288.6 million was included within SG&A expenses, and a benefit of $2.0 million was included within restructuring and other charges, net.

The following table summarizes certain cash flow information related to the Company's leases:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	368.3	$	342.7	$	384.6
Operating cash flows from finance leases	9.1		11.2		12.3
Financing cash flows from finance leases	21.3		21.9		23.1

See Note 21 for supplemental non-cash information related to ROU assets recorded in connection with the recognition of new lease liabilities.

The following table presents a maturity analysis summary of contractual cash payments for the Company's lease liabilities recorded on the consolidated balance sheet as of March 30, 2024:


	March 30, 2024
	Operating Leases		Finance Leases
	(millions)
Fiscal 2025	$	279.0	$	27.3
Fiscal 2026	254.1		29.8
Fiscal 2027	161.1		29.1
Fiscal 2028	150.7		28.6
Fiscal 2029	131.0		21.9
Fiscal 2030 and thereafter	485.2		188.9
Total lease payments	1,461.1		325.6
Less: interest	(201.6)		(50.3)
Total lease liabilities	$	1,259.5	$	275.3

Additionally, the Company has $147.1 million of future payment obligations relating to executed lease agreements for which the related lease terms had not yet commenced as of the end of Fiscal 2024 and, therefore, are not recorded on the consolidated balance sheet as of March 30, 2024.

The following table summarizes the weighted-average remaining lease terms and weighted-average discount rates related to the Company's operating and finance leases recorded on the consolidated balance sheets:


	March 30, 2024				April 1, 2023
	Operating Leases		Finance Leases		Operating Leases		Finance Leases
Weighted-average remaining lease term (years)	7.6		11.9		6.5		12.7
Weighted-average discount rate	3.3	%	2.9	%	2.5	%	3.1	%

See Note 3 for discussion of the Company's accounting policies related to leases.


			F-40

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Commitments and Contingencies

TCJA Mandatory Transition Tax

In connection with the TCJA's provision that subjects previously deferred foreign earnings to a one-time mandatory transition tax, the Company had a remaining related income tax payable obligation of $75.9 million as of March 30, 2024, which is expected to be paid as follows:


	Mandatory Transition Tax Payments(a)
	(millions)
Fiscal 2025	$	33.7
Fiscal 2026	42.2



Total mandatory transition tax payments	$	75.9

**(a)**Included within current and non-current income tax payable in the consolidated balance sheets based upon the estimated timing of payments.

Employee Agreements

The Company has employment agreements with certain executives in the normal course of business which provide for compensation and certain other benefits. These agreements also provide for severance payments under certain circumstances.

Other Commitments

Other off-balance sheet firm commitments amounted to $1.323 billion as of March 30, 2024, including inventory purchase commitments of $834.7 million, lease commitments related to lease agreements for which the related lease terms have not yet commenced of $147.1 million, outstanding letters of credit of $11.8 million, interest payments related to the Company's debt of $166.4 million, and various other commitments of $163.3 million, comprised of the Company's legally-binding obligations under sponsorship, licensing, and other marketing and advertising agreements, information technology-related service agreements, and pension-related obligations.

Other Matters

The Company is involved, from time to time, in litigation, other legal claims, and proceedings involving matters associated with or incidental to its business, including, among other things, matters involving credit card fraud, trademark and other intellectual property, licensing, importation and exportation of its products, taxation, unclaimed property, leases, and employee relations. The Company believes at present that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on its consolidated financial statements. However, the Company's assessment of any current litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management's evaluation of the possible liability or outcome of such litigation or claims.

In the normal course of business, the Company may enter into certain guarantees or other agreements that provide general indemnifications. The Company has not made any significant indemnification payments under such agreements in the past and does not currently anticipate incurring any material indemnification payments.


			F-41

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

16. Equity

Capital Stock

The Company's capital stock consists of two classes of common stock. There are 500 million shares of Class A common stock and 100 million shares of Class B common stock authorized to be issued. Shares of Class A and Class B common stock have substantially identical rights, except with respect to voting rights. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Holders of both classes of stock vote together as a single class on all matters presented to the stockholders for their approval, except with respect to the election and removal of directors or as otherwise required by applicable law. All outstanding shares of Class B common stock are owned by Mr. Ralph Lauren, the Company's Executive Chairman and Chief Creative Officer, and entities controlled by the Lauren family, and are convertible at any time into shares of Class A common stock on a one-for-one basis.

Class B Common Stock Conversions

During the fourth quarter of Fiscal 2024, the Lauren Family, L.L.C., a limited liability company managed by the children of Mr. Ralph Lauren, converted 3.0 million shares of Class B common stock into an equal number of shares of Class A common stock pursuant to the terms of the security. These conversions occurred in connection with a long-term strategy for estate planning and investment diversification. These transactions resulted in a reclassification within equity and had no other effect on the Company's consolidated financial statements.

Common Stock Repurchase Program

A summary of the Company's repurchases of Class A common stock under its common stock repurchase program is as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(in millions)
Cost of shares repurchased(a)	$	398.2	$	454.3	$	450.5
Number of shares repurchased	2.9		4.8		3.7

**(a)**Excludes excise tax of $3.3 million incurred during Fiscal 2024. The Company did not incur excise tax on its shares repurchased during Fiscal 2023 or Fiscal 2022. See Note 10 for further discussion regarding the excise tax on share repurchases.

On February 2, 2022, the Company's Board of Directors approved an expansion of the Company's existing common stock repurchase program that allows it to repurchase up to an additional $1.500 billion of its Class A common stock, excluding related excise taxes. As of March 30, 2024, the remaining availability under the Company's Class A common stock repurchase program was approximately $776 million. Repurchases of shares of the Company's Class A common stock are subject to overall business and market conditions.

In addition, during Fiscal 2024, Fiscal 2023, and Fiscal 2022, 0.4 million, 0.3 million, and 0.4 million shares of the Company's Class A common stock, at a cost of $51.5 million, $34.3 million, and $42.1 million, respectively, were surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards under its long-term stock incentive plans.

Repurchased and surrendered shares are accounted for as treasury stock at cost and held in treasury for future use.


			F-42

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Dividends

The Company has generally maintained a regular quarterly cash dividend program on its common stock since 2003.

On May 18, 2022, the Company's Board of Directors approved an increase to the Company's quarterly cash dividend paid on its common stock from $0.6875 to $0.75 per share. Dividends paid amounted to $194.6 million, $198.3 million, and $150.0 million for Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively.

On May 16, 2024, the Company's Board of Directors approved an additional increase to the Company's quarterly cash dividend on its common stock from $0.75 to $0.825 per share. The first quarterly dividend declared to reflect this increase will be payable to shareholders of record at the close of business on June 28, 2024 and will be paid on July 12, 2024.

The Company intends to continue to pay regular dividends on outstanding shares of its common stock. However, any decision to declare and pay dividends in the future will ultimately be made at the discretion of the Company's Board of Directors and will depend on the Company's results of operations, cash requirements, financial condition, and other factors that the Board of Directors may deem relevant, including economic and market conditions.

17. Accumulated Other Comprehensive Income (Loss)

The following table presents OCI activity, net of tax, accumulated in equity:


	Foreign Currency Translation Gains (Losses)(a)		Net Unrealized Gains (Losses) on Cash Flow Hedges(b)		Net Unrealized Gains (Losses) on Defined Benefit Plans(c)		Total Accumulated Other Comprehensive Income (Loss)(d)
	(millions)
Balance at March 27, 2021	$	(123.2)	$	4.6	$	(2.2)	$	(120.8)
Other comprehensive income (loss), net of tax:
OCI before reclassifications	(66.5)		7.7		2.2		(56.6)
Amounts reclassified from AOCI to earnings	—		(3.3)		0.4		(2.9)
Other comprehensive income (loss), net of tax	(66.5)		4.4		2.6		(59.5)
Balance at April 2, 2022	(189.7)		9.0		0.4		(180.3)
Other comprehensive income (loss), net of tax:
OCI before reclassifications	(14.1)		15.6		3.7		5.2
Amounts reclassified from AOCI to earnings	—		(20.5)		(0.4)		(20.9)
Other comprehensive income (loss), net of tax	(14.1)		(4.9)		3.3		(15.7)
Balance at April 1, 2023	(203.8)		4.1		3.7		(196.0)
Other comprehensive income (loss), net of tax:
OCI before reclassifications	(76.2)		12.4		(7.9)		(71.7)
Amounts reclassified from AOCI to earnings	—		(9.3)		0.9		(8.4)
Other comprehensive income (loss), net of tax	(76.2)		3.1		(7.0)		(80.1)
Balance at March 30, 2024	$	(280.0)	$	7.2	$	(3.3)	$	(276.1)

**(a)**OCI before reclassifications to earnings related to foreign currency translation gains (losses) includes an income tax benefit of $1.5 million for Fiscal 2024 and income tax provisions of $12.6 million and $17.7 million for Fiscal 2023 and Fiscal 2022, respectively. OCI before reclassifications to earnings includes a loss of $13.3 million (net of a $4.2 million income tax benefit) for Fiscal 2024 and gains of $28.2 million (net of a $9.0 million income tax provision) and $38.1 million (net of a $12.3 million income tax provision) for Fiscal 2023 and Fiscal 2022, respectively, related to changes in the fair values of instruments designated as hedges of the Company's net investment in certain foreign operations (see Note 13).

**(b)**OCI before reclassifications to earnings related to net unrealized gains (losses) on cash flow hedges are presented net of income tax provisions of $2.1 million, $2.5 million, and $1.3 million for Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively. The tax effects on amounts reclassified from AOCI to earnings are presented in a table below.


			F-43

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

**(c)**Activity is presented net of taxes, which were immaterial for all periods presented.

**(d)**The Company generally releases income tax effects from AOCI when the corresponding pretax AOCI items are reclassified to earnings.

The following table presents reclassifications from AOCI to earnings for cash flow hedges, by component:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022		Location of Gains (Losses) Reclassified from AOCI to Earnings
	(millions)
Gains (losses) on cash flow hedges(a):
FC — Cash flow hedges	$	10.8	$	23.8	$	3.8	Cost of goods sold

Tax effect	(1.5)		(3.3)		(0.5)		Income tax provision
Net of tax	$	9.3	$	20.5	$	3.3

**(a)**FC = Forward foreign currency exchange contracts.

18. Stock-based Compensation

Long-term Stock Incentive Plans

On August 1, 2019, the Company's shareholders approved the 2019 Long-Term Stock Incentive Plan (the "2019 Incentive Plan"), which replaced the Company's Amended and Restated 2010 Long-Term Stock Incentive Plan (the "2010 Incentive Plan"). The 2019 Incentive Plan provided for 1.2 million of new shares authorized for issuance to the participants, in addition to the approximately 3.0 million shares that remained available for issuance under the 2010 Incentive Plan as of August 1, 2019. In addition, any outstanding awards under the 2010 Incentive Plan or the Company's 1997 Long-Term Stock Incentive Plan (the "1997 Incentive Plan") that expire, are forfeited, or are surrendered to the Company in satisfaction of taxes, will become available for issuance under the 2019 Incentive Plan. The 2019 Incentive Plan became effective August 1, 2019 and no further grants will be made under the 2010 Incentive Plan. Outstanding awards issued prior to August 1, 2019 will continue to remain subject to the terms of the 2010 Incentive Plan or 1997 Incentive Plan, as applicable. As of March 30, 2024, 2.5 million shares remained available for future issuance under the Company's incentive plans.

Stock-based compensation awards that may be made under the 2019 Incentive Plan include, but are not limited to, (i) RSUs, (ii) restricted stock, and (iii) stock options. During the fiscal years presented, annual grants consisted entirely of RSUs. For RSUs granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, vesting continues post-retirement for all or a portion of the remaining unvested RSUs.

Impact on Results

A summary of total stock-based compensation expense and the related income tax benefits recognized is as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Compensation expense(a)	$	99.5	$	75.5	$	81.7
Income tax benefit	(14.8)		(12.6)		(13.0)

**(a)**Fiscal 2022 includes $2.0 million of accelerated stock-based compensation expense recorded within restructuring and other charges, net in the consolidated statements of operations (see Note 9). All other stock-based compensation expense was recorded within SG&A expenses.

The Company issues its annual grants of stock-based compensation awards in the first half of each fiscal year. Due to the timing of the annual grants and other factors, including the timing and magnitude of forfeiture and performance goal achievement adjustments, as well as changes to the size and composition of the eligible employee population, stock-based


			F-44

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

compensation expense recognized during any given fiscal period is not indicative of the level of compensation expense expected to be incurred in future periods.

Service-based RSUs

Service-based RSUs granted to certain of the Company's senior executives and other employees, as well as non-employee directors, generally vest over a three-year period, subject to the employee's continuing employment (except for awards granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed). The fair values of service-based RSUs are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue to the holder while outstanding and unvested.

A summary of service-based RSU activity during Fiscal 2024 is as follows:


	Service- based RSUs
	Number of Shares	Weighted-Average Grant Date Fair Value
	(thousands)
Nonvested at April 1, 2023	1,585	$	88.32
Granted	549	115.55
Vested	(997)	82.10
Forfeited	(83)	102.34
Nonvested at March 30, 2024	1,054	$	107.27


	Service- based RSUs
Total unrecognized compensation expense at March 30, 2024 (millions)	$	37.1
Weighted-average period expected to be recognized over (years)	1.2

Additional information pertaining to service-based RSU activity is as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
Service-based RSUs:
Weighted-average grant date fair value of awards granted	$	115.55	$	92.07	$	117.33
Total fair value of awards vested (millions)	$	119.0	$	56.7	$	79.5

Performance-based RSUs

The Company grants performance-based RSUs to its senior executives and other key employees. The fair values of performance-based RSUs are based on the fair value of the Company's Class A common stock on the date of grant, adjusted to reflect the absence of dividends for any awards for which dividend equivalent amounts do not accrue while outstanding and unvested. Performance-based RSUs generally vest (i) upon the completion of a three-year period of time (cliff vesting), subject to the employee's continuing employment (except for awards granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed) and the Company's achievement of certain performance goals established at the beginning of the three-year performance period or (ii) ratably, over a three-year period of time (graded vesting), subject to the employee's continuing employment during the applicable vesting period (except for awards granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed) and the achievement by the Company of certain performance goals in the initial year of the three-year vesting period.


			F-45

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For performance-based RSUs subject to cliff vesting, the number of shares that may be earned ranges between 0% (if the specified threshold performance level is not attained) and 200% (if performance meets or exceeds the maximum achievement level) of the awards originally granted. If actual performance exceeds the pre-established threshold, the number of shares earned is calculated based on the relative performance between specified levels of achievement.

Market-based RSUs

The Company grants cliff vesting RSU awards to its senior executives and other key employees, which, in addition to being subject to continuing employment requirements (except for awards granted to retirement-eligible employees, or employees who become retirement-eligible prior to the end of the awards' respective stated vesting periods, as previously discussed), are also subject to a market condition based on a TSR performance metric. The number of shares that vest upon the completion of a three-year period of time is determined by comparing the Company's TSR relative to that of a pre-established peer group over the related three-year performance period. Depending on the Company's level of achievement against its TSR performance goals, the number of shares that ultimately vest may range from 0% to 200% of the awards originally granted.

The Company estimates the fair value of its TSR awards on the date of grant using a Monte Carlo simulation, which models multiple stock price paths of the Company's Class A common stock and that of its peer group to evaluate and determine its ultimate expected relative TSR performance ranking. Compensation expense, net of estimated forfeitures, is recorded regardless of whether, and the extent to which, the market condition is ultimately satisfied.

The assumptions used to estimate the fair value of TSR awards granted were as follows:


	Fiscal Years Ended
	March 30, 2024			April 1, 2023			April 2, 2022
Expected volatility	38.4		%	49.9		%	46.8		%
Expected dividend yield	2.5		%	3.0		%	2.2		%
Risk-free interest rate	4.6		%	3.1		%	0.4		%
Weighted-average grant date fair value	$	147.19		$	124.62		$	146.46

A summary of performance-based RSU activity including TSR awards during Fiscal 2024 is as follows:


	Performance-based RSUs
	Number of Shares	Weighted-Average Grant Date Fair Value
	(thousands)
Nonvested at April 1, 2023	469	$	117.35
Granted	217	129.38
Change due to performance and/or market condition achievement	—	—
Vested	—	—
Forfeited	(4)	117.33
Nonvested at March 30, 2024	682	$	121.18


	Performance-based RSUs
Total unrecognized compensation expense at March 30, 2024 (millions)	$	31.3
Weighted-average period expected to be recognized over (years)	1.5


			F-46

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Additional information pertaining to performance-based RSU activity including TSR awards is as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
Performance-based RSUs:
Weighted-average grant date fair value of awards granted	$	129.38	$	106.58	$	129.56
Total fair value of awards vested (millions)	$	—	$	26.8	$	27.6

Stock Options

Stock options were previously granted to employees and non-employee directors with exercise prices equal to the fair market value of the Company's Class A common stock on the date of grant. Generally, options become exercisable ratably (graded-vesting schedule) over a three-year vesting period, subject to the employee's continuing employment. Stock options generally expire seven years from the date of grant. There were no stock options outstanding as of March 30, 2024 or April 1, 2023, nor were any stock options granted or exercised during any of the fiscal years presented.

19. Employee Benefit Plans

Defined Contribution Plans

The Company sponsors defined contribution benefit plans covering substantially all eligible employees in the U.S. and Puerto Rico who are not covered by a collective bargaining agreement. The plans include a savings plan feature under Section 401(k) of the Internal Revenue Code. The Company makes matching contributions to the plans equal to 50% of the first 6% of salary contributed by an eligible employee. Additionally, the Company makes a supplemental matching contribution for plan years in which the Company achieves an "above target" performance level based on certain goals established at the beginning of each fiscal year, increasing the matching contribution to between 67% and 100% depending on the performance level achieved, of the first 6% of salary contributed by eligible employees, not to exceed the maximum contribution permitted by the plan.

Under the terms of the plans, a participant becomes 100% vested in the Company's matching contributions after five years of credited service. Contributions made by the Company under these plans were $10.0 million, $8.3 million, and $12.9 million in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively.

International Defined Benefit Plans

The Company sponsors certain single-employer defined benefit plans and cash balance plans at international locations which are not considered to be material individually or in the aggregate to the Company's financial statements. Pension benefits under these plans are based on formulas that reflect the employees' years of service and compensation levels during their employment period.

The aggregate funded status of the single-employer defined benefit plans reflected net liabilities of $4.4 million and net assets of $8.2 million as of March 30, 2024 and April 1, 2023, respectively, and were primarily recorded within other non-current liabilities and other non-current assets, respectively, in the consolidated balance sheets. These single-employer defined benefit plans had aggregate fair values of plan assets of $46.1 million and aggregate projected benefit obligations of $50.5 million as of March 30, 2024, compared to aggregate fair values of plan assets of $52.7 million and aggregate projected benefit obligations of $44.5 million as of April 1, 2023. The asset portfolio of the single-employer defined benefit plans primarily consists of fixed income and equity securities, which have been measured at fair value largely using Level 2 inputs, as described in Note 12.

Net pension expense for these plans was $5.0 million, $3.9 million, and $4.6 million in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively. The service cost component of $5.1 million, $4.2 million, and $4.8 million in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively, was recorded within SG&A expenses in the consolidated statements of operations. All other components of net pension expense during the fiscal years presented were recorded within other income (expense), net, in the consolidated statement of operations.


			F-47

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

20. Segment Information

The Company has three reportable segments based on its business activities and organization:

North America — The North America segment primarily consists of sales of Ralph Lauren branded apparel, footwear & accessories, home, and related products made through the Company's retail and wholesale businesses primarily in the U.S. and Canada. In North America, the Company's retail business is primarily comprised of its Ralph Lauren stores, its outlet stores, and its digital commerce sites, www.RalphLauren.com and www.RalphLauren.ca. The Company's wholesale business in North America is comprised primarily of sales to department stores and, to a lesser extent, specialty stores.
Europe — The Europe segment primarily consists of sales of Ralph Lauren branded apparel, footwear & accessories, home, and related products made through the Company's retail and wholesale businesses in Europe and emerging markets. In Europe, the Company's retail business is primarily comprised of its Ralph Lauren stores, its outlet stores, its concession-based shop-within-shops, and its various digital commerce sites. The Company's wholesale business in Europe is comprised primarily of a varying mix of sales to both department stores and specialty stores, depending on the country, as well as to various third-party digital and licensee partners.

*•*Asia — The Asia segment primarily consists of sales of Ralph Lauren branded apparel, footwear & accessories, home, and related products made through the Company's retail and wholesale businesses in Asia, Australia, and New Zealand. The Company's retail business in Asia is primarily comprised of its Ralph Lauren stores, its outlet stores, its concession-based shop-within-shops, and its various digital commerce sites. In addition, the Company sells its products online through various third-party digital partner commerce sites. The Company's wholesale business in Asia is comprised primarily of sales to department stores and various third-party digital and licensee partners.

No operating segments were aggregated to form the Company's reportable segments. In addition to these reportable segments, the Company also has other non-reportable segments, which primarily consist of Ralph Lauren and Chaps branded royalty revenues earned through its global licensing alliances. In addition, prior to its disposition at the end of the Company's first quarter of Fiscal 2022, other non-reportable segments also included sales of Club Monaco branded products made through the Company's retail and wholesale businesses in the U.S., Canada, and Europe, and its licensing alliances in Asia. Refer to Note 9 for additional discussion regarding the disposition of the Company's former Club Monaco business, as well as the transition of its Chaps business to a fully licensed business model.

The Company's segment reporting structure is consistent with how it establishes its overall business strategy, allocates resources, and assesses performance of its business. The accounting policies of the Company's segments are consistent with those described in Notes 2 and 3. Sales and transfers between segments are generally recorded at cost and treated as transfers of inventory. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. Each segment's performance is evaluated based upon net revenues and operating income before restructuring-related charges, impairment of assets, and certain other one-time items, if any. Certain corporate overhead expenses related to global functions, most notably the Company's executive office, information technology, finance and accounting, human resources, and legal departments, largely remain at corporate. Additionally, other costs that cannot be allocated to the segments based on specific usage are also maintained at corporate, including corporate marketing and advertising expenses, depreciation and amortization of corporate assets, and other general and administrative expenses resulting from corporate-level activities and projects. Asset information by segment is not utilized for purposes of assessing performance or allocating resources, and therefore such information has not been presented.


			F-48

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net revenues for each of the Company's segments are as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Net revenues:
North America	$	2,950.5	$	3,020.5	$	2,968.2
Europe	1,968.0		1,839.2		1,780.7
Asia	1,566.6		1,426.7		1,286.8
Other non-reportable segments	146.3		157.2		182.8
Total net revenues	$	6,631.4	$	6,443.6	$	6,218.5

Operating income for each of the Company's segments is as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Operating income(a):
North America	$	553.6	$	543.2	$	676.7
Europe	464.9		406.5		444.0
Asia	335.9		289.6		228.8
Other non-reportable segments	128.9		146.4		138.4
	1,483.3		1,385.7		1,487.9
Unallocated corporate expenses	(652.0)		(638.5)		(667.3)
Unallocated restructuring and other charges, net(b)	(74.9)		(43.0)		(22.2)
Total operating income	$	756.4	$	704.2	$	798.4

**(a)**Segment operating income and unallocated corporate expenses during the fiscal years presented also included asset impairment charges (see Note 8), which are detailed below. No asset impairment charges were recorded during Fiscal 2024.


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Asset impairment charges:
North America	$	—	$	(9.5)	$	(2.4)

Asia	—		—		(1.1)
Other non-reportable segments	—		—		(0.3)
Unallocated corporate expenses	—		(0.2)		(17.5)
Total asset impairment charges	$	—	$	(9.7)	$	(21.3)


			F-49

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

**(b)**The fiscal years presented included certain unallocated restructuring and other charges, net (see Note 9), which are detailed below:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Unallocated restructuring and other charges, net:
North America-related	$	(6.6)	$	(0.4)	$	0.1
Europe-related	(3.9)		(2.7)		2.1
Asia-related	(7.6)		(1.3)		2.8
Other non-reportable segment-related	(0.6)		—		(0.1)
Corporate operations-related	(37.1)		(14.8)		(8.9)
Unallocated restructuring charges	(55.8)		(19.2)		(4.0)
Other charges (see Note 9)	(19.1)		(23.8)		(18.2)
Total unallocated restructuring and other charges, net	$	(74.9)	$	(43.0)	$	(22.2)

The following tables summarize depreciation and amortization expense and capital expenditures for each of the Company's segments:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Depreciation and amortization expense:
North America	$	81.1	$	74.3	$	72.8
Europe	36.9		32.0		32.3
Asia	52.4		48.3		51.9
Other non-reportable segments	—		—		0.4
Unallocated corporate	58.6		65.9		72.3

Total depreciation and amortization expense	$	229.0	$	220.5	$	229.7


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Capital expenditures:
North America	$	55.5	$	73.5	$	36.6
Europe	25.2		34.3		39.0
Asia	49.0		68.4		49.1
Other non-reportable segments	—		—		1.8
Unallocated corporate	35.1		41.3		40.4
Total capital expenditures	$	164.8	$	217.5	$	166.9


			F-50

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Net revenues and long-lived assets by geographic location of the reporting subsidiary are as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Net revenues(a):
The Americas(b)	$	3,122.2	$	3,201.1	$	3,164.5
Europe(c)	1,942.6		1,815.9		1,766.1
Asia(d)	1,566.6		1,426.6		1,287.9
Total net revenues	$	6,631.4	$	6,443.6	$	6,218.5


	March 30, 2024		April 1, 2023
	(millions)
Long-lived assets(a):
The Americas(b)	$	1,045.8	$	1,121.5
Europe(c)	520.5		612.7
Asia(d)	298.7		355.3
Total long-lived assets	$	1,865.0	$	2,089.5

**(a)**For certain of the Company's licensed operations, net revenues and long-lived assets, which is comprised of property and equipment and lease ROU assets, are included within the geographic location of the reporting subsidiary which holds the respective license.

**(b)**Includes the U.S., Canada, and Latin America. Net revenues earned in the U.S. were $2.971 billion, $3.055 billion, and $3.039 billion in Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively. Long-lived assets located in the U.S. were $1.024 billion and $1.106 billion as of March 30, 2024 and April 1, 2023, respectively.

**(c)**Includes the Middle East.

**(d)**Includes Australia and New Zealand.

21. Additional Financial Information

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

A reconciliation of cash, cash equivalents, and restricted cash as of March 30, 2024 and April 1, 2023 from the consolidated balance sheets to the consolidated statements of cash flows is as follows:


	March 30, 2024		April 1, 2023
	(millions)
Cash and cash equivalents	$	1,662.2	$	1,529.3
Restricted cash included within prepaid expenses and other current assets	2.8		1.5
Restricted cash included within other non-current assets	5.6		6.1
Total cash, cash equivalents, and restricted cash	$	1,670.6	$	1,536.9

Restricted cash relates to cash held in escrow with certain banks as collateral, primarily to secure guarantees in connection with certain international tax matters and real estate leases.


			F-51

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Cash Paid for Interest and Taxes

Cash paid for interest and income taxes is as follows:


	Fiscal Years Ended
	March 30, 2024		April 1, 2023		April 2, 2022
	(millions)
Cash paid for interest	$	40.5	$	39.9	$	46.6
Cash paid for income taxes, net of refunds	155.5		160.2		216.3

Non-cash Transactions

Operating lease ROU assets recorded in connection with the recognition of new lease liabilities were $126.5 million, $342.2 million, and $287.4 million during Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively. Finance lease ROU assets recorded in connection with the recognition of new lease liabilities were $0.5 million and $0.4 million during Fiscal 2024 and Fiscal 2023, respectively, and no finance lease ROU assets were recorded in connection with the recognition of new lease liabilities during Fiscal 2022. Additionally, $27.1 million of finance lease ROU assets were reclassified and reflected as operating lease ROU assets as a result of certain lease amendments executed during Fiscal 2024.

Non-cash investing activities also included capital expenditures incurred but not yet paid of $26.7 million, $37.2 million, and $21.3 million as of the end of Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively.

Non-cash financing activities included the conversion of 3.0 million shares of Class B common stock into an equal number of shares of Class A common stock during Fiscal 2024, as discussed in Note 16.

There were no other significant non-cash investing or financing activities for any of the fiscal years presented.

22. Subsequent Event (Unaudited)

On May 23, 2024, the Company announced that (1) Jane Nielsen, Chief Operating Officer and Chief Financial Officer, will no longer serve as Chief Financial Officer effective as of May 23, 2024, and will continue in her role as Chief Operating Officer through March 29, 2025, on which date she will depart from the Company and (2) the Company appointed Justin Picicci as Chief Financial Officer, effective as of May 23, 2024. See Item 9B — "Departure and Appointment of Officers" for additional information regarding the transition of Ms. Nielsen and the appointment of Mr. Picicci.


			F-52

MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL STATEMENTS

The management of Ralph Lauren Corporation is responsible for the preparation, objectivity, and integrity of the consolidated financial statements and other information contained in this Annual Report. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include some amounts that are based on management's informed judgments and best estimates.

These consolidated financial statements have been audited by Ernst & Young LLP in Fiscal 2024, Fiscal 2023, and Fiscal 2022, which is an independent registered public accounting firm. They conducted their audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and have expressed herein their unqualified opinions on those financial statements.

The Audit Committee of the Board of Directors, which oversees all of the Company's financial reporting process on behalf of the Board of Directors, consists solely of independent directors, meets with the independent registered accountants, internal auditors, and management periodically to review their respective activities and the discharge of their respective responsibilities. Both the independent registered public accountants and the internal auditors have unrestricted access to the Audit Committee, with or without management, to discuss the scope and results of their audits and any recommendations regarding the system of internal controls.

May 23, 2024


/s/ PATRICE LOUVET									/s/ JANE HAMILTON NIELSEN
Patrice Louvet									Jane Hamilton Nielsen
President and Chief Executive Officer									Chief Operating Officer and Chief Financial Officer
(Principal Executive Officer)									(Principal Financial and Accounting Officer)


			F-53

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Ralph Lauren Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Ralph Lauren Corporation (the Company) as of March 30, 2024 and April 1, 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended March 30, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 30, 2024 and April 1, 2023, and the results of its operations and its cash flows for each of the three years in the period ended March 30, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 23, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


			End-of-season Markdown Reserves

Description of the Matter			As disclosed in Note 3 of the consolidated financial statements, estimates for end-of-season markdown reserves are based on historical trends, actual and forecasted seasonal results, an evaluation of current economic and market conditions, retailer performance, and, in certain cases, contractual terms. Auditing management's estimate of end-of-season markdown reserves was complex and judgmental as reserve amounts are sensitive to changes in market or economic conditions and have a direct, material impact on the amount of revenue recognized by the Company. There is also significant estimation required to establish markdown reserve rates by brand and customer, which are based on the Company's review of the seasonal negotiations with each customer and the expected performance of the products in the customers' stores.


			F-54


How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's process to calculate the end-of-season markdown reserves, including the consideration of historical experience, actual and forecasted seasonal results, current economic and market conditions, retailer performance, and contractual terms as applicable. To test the estimate of end-of-season markdown reserves, we performed audit procedures that included, among others, assessing methodologies and testing the assumptions regarding seasonal negotiations with each customer which include the application of market and economic conditions to individual customers and the expected performance of the products in the customers' stores that were used by the Company to calculate the projected markdown allowances to be issued upon settlement. We compared the significant assumptions used by management to current market and economic trends, historical results and other relevant factors. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to substantively test the changes in the estimate that would result from reasonable changes in the assumptions.

			Estimated Realizable Value of Inventory

Description of the Matter			As of March 30, 2024, the Company's net inventory balance was $902.2 million. As described in Note 3 to the consolidated financial statements, the valuation of inventory requires management to make assumptions and judgments about the recoverability of inventory and its estimated realizable value. The estimated realizable value of inventory is determined based on an analysis of historical sales trends, market trends and economic conditions, future sales forecasts, on-hand inventory quantities, and consideration of the value of existing customer orders for future sales of inventory. Given the importance of inventory to the Company's operations and the materiality of the balance, coupled with the judgment involved in estimating future sales, auditing management's estimated realizable value involved a higher extent of testing and the involvement of more senior members of the engagement team in executing, supervising and reviewing the results of the procedures.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the process to determine the estimated realizable value of inventory, including controls over the inputs and assumptions used in management's calculation as described above. Our audit procedures to test the estimated realizable value of inventory included, among others, evaluating the appropriateness of management's inputs to the calculation, including testing the completeness and accuracy of the data used in management's calculation such as historical sales activity and loss rates for each class of inventory, write-off activity, on-hand inventory levels and inventory aging. To evaluate management's ability to accurately estimate future sales projections, which is also a key factor in the determination of the reserve, we retrospectively reviewed actual sales compared to projections. We also tested the mathematical accuracy of the Company's calculation.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2008.

New York, New York

May 23, 2024


			F-55

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Ralph Lauren Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Ralph Lauren Corporation's internal control over financial reporting as of March 30, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Ralph Lauren Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 30, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 30, 2024 and April 1, 2023, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended March 30, 2024, and the related notes and our report dated May 23, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

New York, New York

May 23, 2024


			F-56

Previous: Item 15. Exhibits and Financial Statement Schedules.