UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December ~~31, 2022~~30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-13057

Ralph Lauren Corporation

(Exact name of registrant as specified in its charter)


Delaware		13-2622036
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
650 Madison Avenue,		10022
New York,	New York	(Zip Code)
(Address of principal executive offices)

(212) 318-7000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Class A Common Stock, $.01 par value	RL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At February ~~3, 2023, 41,098,099~~2, 2024, 39,044,280 shares of the registrant's Class A common stock, $.01 par value, and 24,881,276 shares of the registrant's Class B common stock, $.01 par value, were outstanding.

RALPH LAUREN CORPORATION

INDEX


		Page

PART I. FINANCIAL INFORMATION (Unaudited)
Item 1.	Financial Statements:
	Consolidated Balance Sheets	2
	Consolidated Statements of Operations	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Cash Flows	5
	Consolidated Statements of Equity	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3634
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6259
Item 4.	Controls and Procedures	6259

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	6360
Item 1A.	Risk Factors	6360
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6360
Item 5.	Other Information	60
Item 6.	Exhibits	6461
Signatures		6562


			1

RALPH LAUREN CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)


			December 31, 2022		April 2, 2022
			(millions)
		December 30, 2023						December 30, 2023		April 1, 2023
		(millions)							(millions)
ASSETS	ASSETS						ASSETS
Current assets:	Current assets:
Cash and cash equivalents	Cash and cash equivalents		$	1,566.1	$	1,863.8
Cash and cash equivalents
Cash and cash equivalents
Short-term investments	Short-term investments		131.4		734.6
Accounts receivable, net of allowances of $184.4 million and $214.7 million			424.0		405.4
Accounts receivable, net of allowances of $171.2 million and $175.3 million
Inventories	Inventories		1,238.4		977.3
Income tax receivable	Income tax receivable		50.5		63.7
Prepaid expenses and other current assets	Prepaid expenses and other current assets		220.9		172.5
Total current assets	Total current assets		3,631.3		4,217.3
Property and equipment, net	Property and equipment, net		947.5		969.5
Operating lease right-of-use assets	Operating lease right-of-use assets		1,073.0		1,111.3
Deferred tax assets	Deferred tax assets		270.4		303.8
Goodwill	Goodwill		890.4		908.7
Intangible assets, net	Intangible assets, net		92.3		102.9
Other non-current assets	Other non-current assets		135.0		111.2
Total assets	Total assets		$	7,039.9	$	7,724.7
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY						LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:

Current portion of long-term debt			$	—	$	499.8

Accounts payable

Accounts payable

Accounts payable	Accounts payable		468.0		448.7
Current income tax payable	Current income tax payable		118.7		53.8
Current operating lease liabilities	Current operating lease liabilities		264.4		262.0
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities		898.5		991.4
Total current liabilities	Total current liabilities		1,749.6		2,255.7
Long-term debt	Long-term debt		1,138.0		1,136.5
Long-term finance lease liabilities	Long-term finance lease liabilities		320.9		341.6
Long-term operating lease liabilities	Long-term operating lease liabilities		1,079.2		1,132.2
Non-current income tax payable	Non-current income tax payable		75.5		98.9
Non-current liability for unrecognized tax benefits	Non-current liability for unrecognized tax benefits		97.4		91.9
Other non-current liabilities	Other non-current liabilities		111.5		131.9
Commitments and contingencies (Note 13)
Commitments and contingencies (Note 12)							Commitments and contingencies (Note 12)
Total liabilities	Total liabilities		4,572.1		5,188.7
Equity:	Equity:
Class A common stock, par value $.01 per share; 107.7 million and 106.9 million shares issued; 41.1 million and 45.0 million shares outstanding			1.0		1.0
Class A common stock, par value $.01 per share; 108.7 million and 107.7 million shares issued; 39.0 million and 40.7 million shares outstanding
Class A common stock, par value $.01 per share; 108.7 million and 107.7 million shares issued; 39.0 million and 40.7 million shares outstanding
Class A common stock, par value $.01 per share; 108.7 million and 107.7 million shares issued; 39.0 million and 40.7 million shares outstanding
Class B common stock, par value $.01 per share; 24.9 million shares issued and outstanding	Class B common stock, par value $.01 per share; 24.9 million shares issued and outstanding		0.3		0.3
Additional paid-in-capital	Additional paid-in-capital		2,808.7		2,748.8
Retained earnings	Retained earnings		6,615.1		6,274.9
Treasury stock, Class A, at cost; 66.6 million and 61.9 million shares			(6,754.5)		(6,308.7)
Treasury stock, Class A, at cost; 69.7 million and 67.0 million shares
Accumulated other comprehensive loss	Accumulated other comprehensive loss		(202.8)		(180.3)
Total equity	Total equity		2,467.8		2,536.0
Total liabilities and equity	Total liabilities and equity		$	7,039.9	$	7,724.7

See accompanying notes.


			2

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


			Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
			December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021		December 30, 2023	December 31, 2022		December 30, 2023		December 31, 2022
			(millions, except per share data)
		(millions, except per share data)													(millions, except per share data)
Net revenues	Net revenues		$	1,832.3	$	1,815.4	$	4,902.8	$	4,695.8
Cost of goods sold	Cost of goods sold		(641.6)		(617.3)		(1,687.6)		(1,514.4)
Gross profit	Gross profit		1,190.7		1,198.1		3,215.2		3,181.4
Selling, general, and administrative expenses	Selling, general, and administrative expenses		(900.8)		(908.8)		(2,530.7)		(2,391.9)
Impairment of assets			—		—		(0.2)		(19.3)

Restructuring and other charges, net
Restructuring and other charges, net
Restructuring and other charges, net	Restructuring and other charges, net		(7.8)		(0.2)		(20.3)		(8.6)
Total other operating expenses, net	Total other operating expenses, net		(908.6)		(909.0)		(2,551.2)		(2,419.8)
Operating income	Operating income		282.1		289.1		664.0		761.6
Interest expense	Interest expense		(12.0)		(13.4)		(33.3)		(40.3)
Interest income	Interest income		8.6		1.4		18.8		4.4
Other income (expense), net	Other income (expense), net		1.7		0.1		(6.8)		(0.4)
Income before income taxes	Income before income taxes		280.4		277.2		642.7		725.3
Income tax provision	Income tax provision		(63.9)		(59.5)		(152.3)		(149.6)
Net income	Net income		$	216.5	$	217.7	$	490.4	$	575.7
Net income per common share:	Net income per common share:
Basic	Basic		$	3.26	$	2.98	$	7.19	$	7.82
Basic
Basic
Diluted	Diluted		$	3.20	$	2.93	$	7.07	$	7.68
Weighted-average common shares outstanding:	Weighted-average common shares outstanding:
Basic	Basic		66.5		73.2		68.2		73.7
Basic
Basic
Diluted	Diluted		67.6		74.3		69.4		75.0
Dividends declared per share	Dividends declared per share		$	0.75	$	0.6875	$	2.25	$	2.0625

See accompanying notes.


			3

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


		Three Months Ended											Three Months Ended				Nine Months Ended
			Three Months Ended				Nine Months Ended				December 30, 2023	December 31, 2022		December 30, 2023		December 31, 2022
			December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021
			(millions)
		(millions)													(millions)
Net income	Net income		$	216.5	$	217.7	$	490.4	$	575.7
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:
Foreign currency translation gains (losses)
Foreign currency translation gains (losses)
Foreign currency translation gains (losses)	Foreign currency translation gains (losses)		67.0		(30.6)		(28.8)		(29.8)
Net gains (losses) on cash flow hedges	Net gains (losses) on cash flow hedges		(12.5)		0.3		6.4		0.4
Net gains (losses) on defined benefit plans	Net gains (losses) on defined benefit plans		—		0.1		(0.1)		—
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax		54.5		(30.2)		(22.5)		(29.4)
Total comprehensive income	Total comprehensive income		$	271.0	$	187.5	$	467.9	$	546.3

See accompanying notes.


			4

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended

December 31,
2022

December 25,
2021

December 30,
2023

December 31,
2022

(millions)

Cash flows from operating activities:

Net income

490.4

575.7

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense

163.3

169.3

Deferred income tax expense (benefits)

21.3

(1.8)

Depreciation and amortization expense

Deferred income tax expense (benefit)

Stock-based compensation expense

59.9

62.6

Impairment of assets

0.2

19.3

Stock-based compensation expense

Bad debt expense (reversals)

0.2

(2.7)

Bad debt expense

Other non-cash charges (benefits)

(1.3)

5.1

Changes in operating assets and liabilities:

Accounts receivable

(30.5)

31.7

Inventories

(282.7)

(211.6)

Prepaid expenses and other current assets

(54.2)

(37.8)

Accounts payable and accrued liabilities

(24.3)

296.1

Income tax receivables and payables

69.9

(11.0)

Operating lease right-of-use assets and liabilities, net

(9.8)

(42.2)

Operating lease right-of-use assets and liabilities, net

Other balance sheet changes

(5.4)

(31.0)

Net cash provided by operating activities

397.0

821.7

Cash flows from investing activities:

Capital expenditures

(155.9)

(113.6)

Purchases of investments

(562.2)

(1,234.8)

Proceeds from sales and maturities of investments

1,161.5

714.7

Other investing activities

(5.2)

(2.1)

Other investing activities

Net cash provided by (used in) investing activities

438.2

(635.8)

Cash flows from financing activities:

Repayments of long-term debt

(500.0)

—

Payments of finance lease obligations

(15.9)

(16.8)

Payments of dividends

(148.8)

(101.1)

Repurchases of common stock, including shares surrendered for tax withholdings

(445.8)

(340.4)

Net cash used in financing activities

(1,110.5)

(458.3)

Net cash used in financing activities

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

(23.2)

(30.2)

Net decrease in cash, cash equivalents, and restricted cash

(298.5)

(302.6)

Net increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash at beginning of period

1,872.0

2,588.0

Cash, cash equivalents, and restricted cash at end of period

1,573.5

2,285.4

See accompanying notes.


			5

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


		Three Months Ended December 30, 2023																													Three Months Ended December 30, 2023
		Common Stock(a)
								Retained Earnings
				Retained Earnings
						Retained Earnings																								Total Equity
			Shares
			(millions)
			(millions)
			(millions)
Balance at September 30, 2023
Comprehensive income:
Net income
Net income
Net income
Other comprehensive income
Other comprehensive income
Other comprehensive income
Total comprehensive income
Total comprehensive income
Total comprehensive income
Dividends declared
Repurchases of common stock, including excise tax
Stock-based compensation
Shares issued pursuant to stock-based compensation plans
Balance at December 30, 2023
			Three Months Ended December 31, 2022
			Common Stock(a)							Additional Paid-in Capital					Treasury Stock at Cost
						Retained Earnings							Total Equity
				Shares					Amount						Shares				Amount				AOCI(b)
			(millions)
			Three Months Ended December 31, 2022
			Three Months Ended December 31, 2022
			Three Months Ended December 31, 2022
		Common Stock(a)
									Retained Earnings
				Retained Earnings
						Retained Earnings																								Total Equity
			Shares
			(millions)
			(millions)
			(millions)
Balance at October 1, 2022	Balance at October 1, 2022		132.6	$	1.3						$	2,789.5		$	6,448.1			66.3				$	(6,726.0)			$	(257.3)	$	2,255.6
Comprehensive income:	Comprehensive income:
Net income	Net income										216.5
Net income
Net income
Other comprehensive income	Other comprehensive income																			54.5
Other comprehensive income
Other comprehensive income
Total comprehensive income
Total comprehensive income
Total comprehensive income	Total comprehensive income																							271.0
Dividends declared	Dividends declared										(49.5)													(49.5)
Repurchases of common stock	Repurchases of common stock												0.3			(28.5)								(28.5)
Stock-based compensation	Stock-based compensation						19.2																	19.2
Shares issued pursuant to stock-based compensation plans	Shares issued pursuant to stock-based compensation plans		—	—			—																	—
Balance at December 31, 2022	Balance at December 31, 2022		132.6	$	1.3		$	2,808.7			$	6,615.1	66.6			$	(6,754.5)			$	(202.8)			$	2,467.8

			Three Months Ended December 25, 2021
			Common Stock(a)				Additional Paid-in Capital						Treasury Stock at Cost
						Retained Earnings												Total Equity
				Shares							Amount					Shares						Amount				AOCI(b)
			(millions)
Balance at September 25, 2021			131.8	$	1.3		$	2,707.7			$	6,129.8		58.1				$	(5,856.0)			$	(120.0)			$	2,862.8
Comprehensive income:
Net income											217.7
Other comprehensive loss																				(30.2)
Total comprehensive income																								187.5
Dividends declared											(48.9)													(48.9)
Repurchases of common stock													2.5			(300.5)								(300.5)
Stock-based compensation							22.0																	22.0
Shares issued pursuant to stock-based compensation plans			—	—			—																	—
Balance at December 25, 2021			131.8	$	1.3		$	2,729.7			$	6,298.6	60.6			$	(6,156.5)			$	(150.2)			$	2,722.9

(a)Includes Class A and Class B common stock.

(b)Accumulated other comprehensive income (loss).


			6

RALPH LAUREN CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Unaudited)


		Nine Months Ended December 30, 2023																													Nine Months Ended December 30, 2023
		Common Stock(a)
								Retained Earnings
				Retained Earnings
						Retained Earnings																								Total Equity
			Shares
			(millions)
			(millions)
			(millions)
Balance at April 1, 2023
Comprehensive income:
Net income
Net income
Net income
Other comprehensive loss
Other comprehensive loss
Other comprehensive loss
Total comprehensive income
Total comprehensive income
Total comprehensive income
Dividends declared
Repurchases of common stock, including excise tax
Stock-based compensation
Shares issued pursuant to stock-based compensation plans
			Nine Months Ended December 31, 2022
Balance at December 30, 2023
Balance at December 30, 2023
Balance at December 30, 2023
			Common Stock(a)							Additional Paid-in Capital					Treasury Stock at Cost
						Retained Earnings							Total Equity
				Shares					Amount						Shares				Amount				AOCI(b)
			(millions)
			Nine Months Ended December 31, 2022
			Nine Months Ended December 31, 2022
			Nine Months Ended December 31, 2022
		Common Stock(a)
									Retained Earnings
				Retained Earnings
						Retained Earnings																								Total Equity
			Shares
			(millions)
			(millions)
			(millions)
Balance at April 2, 2022	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:	Comprehensive income:
Net income	Net income										490.4
Net income
Net income
Other comprehensive loss	Other comprehensive loss																			(22.5)
Other comprehensive loss
Other comprehensive loss
Total comprehensive income
Total comprehensive income
Total comprehensive income	Total comprehensive income																							467.9
Dividends declared	Dividends declared										(150.2)													(150.2)
Repurchases of common stock	Repurchases of common stock												4.7			(445.8)								(445.8)
Stock-based compensation	Stock-based compensation						59.9																	59.9
Shares issued pursuant to stock-based compensation plans	Shares issued pursuant to stock-based compensation plans		0.8	—			—																	—

Balance at December 31, 2022	Balance at December 31, 2022		132.6	$	1.3		$	2,808.7			$	6,615.1	66.6			$	(6,754.5)			$	(202.8)			$	2,467.8

			Nine Months Ended December 25, 2021
			Common Stock(a)				Additional Paid-in Capital						Treasury Stock at Cost
						Retained Earnings												Total Equity
				Shares							Amount					Shares						Amount				AOCI(b)
			(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											575.7
Other comprehensive loss																				(29.4)
Total comprehensive income																								546.3
Dividends declared											(150.0)													(150.0)
Repurchases of common stock													2.8			(340.4)								(340.4)
Stock-based compensation							62.6																	62.6
Shares issued pursuant to stock-based compensation plans			0.8	—			—																	—

Balance at December 25, 2021			131.8	$	1.3		$	2,729.7			$	6,298.6	60.6			$	(6,156.5)			$	(150.2)			$	2,722.9
Balance at December 31, 2022
Balance at December 31, 2022

(a)Includes Class A and Class B common stock.

(b)Accumulated other comprehensive income (loss).

See accompanying notes.


			7

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In millions, except per share data and where otherwise indicated)

(Unaudited)

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, Polo Ralph Lauren, Double RL, 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.

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 1716 for further discussion of the Company's segment reporting structure.

2. Basis of Presentation

Interim Financial Statements

These interim consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC") and are unaudited. In the opinion of management, these consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the consolidated financial position, income (loss), comprehensive income (loss), and cash flows of the Company for the interim periods presented. In addition, certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP") and the notes thereto have been condensed or omitted from this report as is permitted by the SEC's rules and regulations. However, the Company believes that the disclosures provided herein are adequate to prevent the information presented from being misleading.

This report should be read in conjunction with the Company's Annual Report on Form 10-K filed with the SEC for the fiscal year ended April ~~2, 2022~~1, 2023 (the "Fiscal ~~2022~~2023 10-K").

Basis of Consolidation

These unaudited interim consolidated financial statements 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 8, 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.


			8

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

Fiscal Periods

The Company utilizes a 52-53 week fiscal year ending on the Saturday immediately before or after March 31. As such, fiscal year ~~2023~~2024 will end on ~~April 1, 2023~~March 30, 2024 and will be a 52-week period ("Fiscal ~~2023"~~2024"). Fiscal year ~~2022~~2023 ended on April ~~2, 2022~~1, 2023 and was also a 52-week period ("Fiscal 2023"). The third quarter of Fiscal 2024 ended on December 30, 2023 and was a ~~53-week period ("Fiscal 2022").~~13-week period. The third quarter of Fiscal 2023 ended on December 31, 2022 and was ~~a 13-week period. The third quarter of Fiscal 2022 ended on December 25, 2021 and was~~ also a 13-week period.


			8

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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.

Seasonality of Business

The Company's business is typically affected by seasonal trends, with higher levels of retail sales in its second and third fiscal quarters and higher wholesale sales in its second and fourth fiscal quarters. These trends result primarily from the timing of key vacation travel, back-to-school, and holiday shopping periods impacting its retail business and the timing of seasonal wholesale shipments. As a result of changes in its business, consumer spending patterns, and the macroeconomic environment, including those resulting from pandemic diseases and other catastrophic events, historical quarterly operating trends and working capital requirements may not be indicative of the Company's future performance. In addition, fluctuations in sales, operating income (loss), and cash flows in any fiscal quarter may be affected by other events affecting retail sales, such as changes in weather patterns. Accordingly, the Company's operating results and cash flows for the three-month and nine-month periods ended December ~~31, 2022~~30, 2023 are not necessarily indicative of the operating results and cash flows that may be expected for the full Fiscal ~~2023.~~

~~COVID-19 Pandemic~~

Beginning in the fourth quarter of the Company's fiscal year ended March 28, 2020 ("Fiscal 2020"), a novel strain of coronavirus commonly referred to as COVID-19 emerged and spread rapidly across the globe, including throughout all major geographies in which the Company operates, resulting in adverse economic conditions and widespread business disruptions. Since then, governments worldwide have periodically imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

As a result of the COVID-19 pandemic, the Company has experienced varying degrees of business disruptions since its beginning, including periods of closure of its stores and corporate-related facilities, as have the Company's wholesale customers, licensing partners, and suppliers. Such disruptions continued throughout Fiscal 2022 in certain regions, although to a lesser extent than the widespread significant disruptions experienced during the Company's fiscal year ended March 27, 2021 ("Fiscal 2021"), and have since extended into Fiscal 2023, most notably in Asia where approximately 50% of the Company's stores in China experienced closures for a significant portion of the first quarter, followed by sporadic closures during the second quarter impacting approximately 35% of the Company's mainland stores. Further, throughout the course of the pandemic, the majority of the Company's stores that were able to remain open have periodically been subject to limited operating hours and/or customer capacity levels in accordance with local health guidelines, as well as reduced staffing, with traffic remaining challenged. Most recently, more than 90% of the Company's mainland China stores were impacted during the third quarter by some form of closure, restricted operating hours, or reduced staffing due to higher levels of infection rates


			9

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

following China's relaxation of its zero-COVID policy. However, the Company's digital commerce operations have grown significantly from pre-pandemic levels, due in part to its investments and enhanced capabilities, as well as changes in consumer shopping preferences.

The COVID-19 pandemic also continues to adversely impact the Company's distribution, logistic, and sourcing partners, including temporary factory closures, labor shortages, vessel, container and other transportation shortages, and port congestion. Such disruptions have reduced the availability of inventory, delayed timing of inventory receipts, and resulted in increased costs for both the purchase and transportation of such inventory.

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.


			9

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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


			10

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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 in exchange for providing access to its trademarks. As of December ~~31, 2022,~~30, 2023, contractually-guaranteed minimum royalty amounts expected to be recognized as revenue during future periods were as follows:


	Contractually-Guaranteed Minimum Royalties(a)
	(millions)
Remainder of Fiscal ~~2023~~2024	$	~~14.5~~22.2
~~Fiscal 2024~~	~~98.9~~
Fiscal 2025	~~62.8~~65.9
Fiscal 2026	~~44.0~~49.6
Fiscal 2027	~~40.7~~47.6
Fiscal 2028	12.5
Fiscal 2029 and thereafter	~~11.3~~4.8
Total	$	~~272.2~~202.6

(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 periods presented:


			Three Months Ended
			December 31, 2022										December 25, 2021
			North America		Europe		Asia		Other		Total		North America		Europe		Asia		Other		Total
			(millions)
		Three Months Ended																												Three Months Ended
		December 30, 2023																								December 30, 2023					December 31, 2022
		North America																					North America	Europe	Asia		Other	Total	North America	Europe		Asia	Other	Total
		(millions)																												(millions)
Sales Channel(a):	Sales Channel(a):
Retail
Retail
Retail	Retail		$	653.5	$	254.9	$	361.5	$	—	$	1,269.9	$	638.4	$	246.4	$	364.2	$	—	$	1,249.0
Wholesale	Wholesale		284.1		214.4		24.7		—		523.2		290.3		216.5		18.4		0.2		525.4
Licensing	Licensing		—		—		—		39.2		39.2		—		—		—		41.0		41.0
Total	Total		$	937.6	$	469.3	$	386.2	$	39.2	$	1,832.3	$	928.7	$	462.9	$	382.6	$	41.2	$	1,815.4

Nine Months Ended
December 31, 2022 December 25, 2021
North America Europe Asia Other Total North America Europe Asia Other Total
(millions)
Sales Channel(a):
Retail $ 1,515.3 $ 675.6 $ 963.6 $ — $ 3,154.5 $ 1,472.5 $ 646.7 $ 885.4 $ 27.2 $ 3,031.8
Wholesale 849.6 702.8 73.1 — 1,625.5 821.4 666.6 55.3 5.5 1,548.8
Licensing — — — 122.8 122.8 — — — 115.2 115.2
Total $ 2,364.9 $ 1,378.4 $ 1,036.7 $ 122.8 $ 4,902.8 $ 2,293.9 $ 1,313.3 $ 940.7 $ 147.9 $ 4,695.8


			10

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


	Nine Months Ended
	December 30, 2023										December 31, 2022
	North America		Europe		Asia		Other		Total		North America		Europe		Asia		Other		Total
	(millions)
Sales Channel(a):
Retail	$	1,541.9	$	762.4	$	1,095.6	$	—	$	3,399.9	$	1,515.3	$	675.6	$	963.6	$	—	$	3,154.5
Wholesale	740.9		736.4		76.7		—		1,554.0		849.6		702.8		73.1		—		1,625.5
Licensing	—		—		—		109.6		109.6		—		—		—		122.8		122.8
Total	$	2,282.8	$	1,498.8	$	1,172.3	$	109.6	$	5,063.5	$	2,364.9	$	1,378.4	$	1,036.7	$	122.8	$	4,902.8

(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.


			11

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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 ~~$22.0~~$23.4 million and ~~$16.6~~$14.1 million as of December ~~31, 2022~~30, 2023 and April ~~2, 2022,~~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 December ~~31, 2022~~30, 2023 is expected to be recognized as revenue within the next twelve months.

Shipping and Handling Costs

Costs associated with shipping goods to customers are accounted for as fulfillment activities and reflected as selling, general, and administrative ("SG&A") expenses in the consolidated statements of operations. Costs of preparing merchandise for sale, such as picking, packing, warehousing, and order charges ("handling costs"), are also included in SG&A expenses. Shipping and handling costs billed to customers are included in revenue.

A summary of shipping and handling costs for the fiscal periods presented is as follows:


		Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
		December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021		December 30, 2023	December 31, 2022		December 30, 2023	December 31, 2022
		(millions)								(millions)
Shipping costs	Shipping costs	$	25.7	$	24.1	$	60.7	$	52.9
Handling costs	Handling costs	51.5		43.4		128.2		113.6

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.


			11

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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:

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

December 31,
2022

December 25,
2021

December 31,
2022

December 25,
2021

December 30,
2023

December 31,
2022

December 30,
2023

December 31,
2022

(millions)

Basic shares

66.5

73.2

68.2

73.7

Dilutive effect of RSUs and stock options

1.1

1.2

1.3

Dilutive effect of RSUs

Diluted shares

67.6

74.3

69.4

75.0

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~~As of ~~the Company's Class A common stock at an exercise price greater than the average market price of such common stock during the reporting period are anti-dilutive~~both December 30, 2023 and ~~therefore not included in the computation of diluted net income per common share. As of~~ December 31, 2022, ~~and December 25, 2021,~~ there were 0.3 million ~~and 0.4 million, respectively,~~ of additional shares issuable contingent upon vesting of performance-based RSUs that were excluded from the diluted shares calculations.


			12

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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:


		Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
		December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021		December 30, 2023	December 31, 2022		December 30, 2023	December 31, 2022
		(millions)								(millions)
Beginning reserve balance	Beginning reserve balance	$	166.8	$	184.8	$	180.7	$	173.7
Amount charged against revenue to increase reserve	Amount charged against revenue to increase reserve	96.6		101.1		298.8		289.8
Amount credited against customer accounts to decrease reserve	Amount credited against customer accounts to decrease reserve	(114.2)		(106.0)		(316.9)		(283.2)
Foreign currency translation	Foreign currency translation	7.5		(4.3)		(5.9)		(4.7)
Ending reserve balance	Ending reserve balance	$	156.7	$	175.6	$	156.7	$	175.6

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.


			12

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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


		Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
		December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021		December 30, 2023	December 31, 2022		December 30, 2023	December 31, 2022
		(millions)								(millions)
Beginning reserve balance	Beginning reserve balance	$	27.7	$	37.9	$	34.0	$	40.1
Amount recorded to expense to increase (decrease) reserve(a)	Amount recorded to expense to increase (decrease) reserve(a)	(0.4)		(1.8)		0.2		(2.7)
Amount written-off against customer accounts to decrease reserve	Amount written-off against customer accounts to decrease reserve	(0.6)		(0.5)		(5.5)		(1.8)
Foreign currency translation	Foreign currency translation	1.0		(0.7)		(1.0)		(0.7)
Ending reserve balance	Ending reserve balance	$	27.7	$	34.9	$	27.7	$	34.9

(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 ~~2022,~~2023, the Company's sales to its three largest wholesale customers accounted for approximately 16% 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 December ~~31, 2022,~~30, 2023, these three key wholesale customers accounted for approximately ~~29%~~24% of total gross accounts receivable.


			13

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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. Inventory held by the Company totaled $1.055 billion, $1.071 billion, and $1.238 billion ~~$977.3~~as of December 30, 2023, April 1, 2023, and December 31, 2022, respectively.

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 $173.3 million and ~~$929.1~~$122.2 million as of December ~~31, 2022,~~30, 2023 and April ~~2, 2022,~~1, 2023, respectively, and ~~December 25, 2021, respectively.~~were recorded within accounts payable in the consolidated balance sheets.

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 accumulated other comprehensive income (loss) ("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.


			13

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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.


			14

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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.


			14

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 1211 for further discussion of the Company's derivative financial instruments.

Refer to Note 3 of the Fiscal ~~2022~~2023 10-K for a summary of all of the Company's significant accounting policies.

4. Recently Issued Accounting Standards

~~Disclosure of Supplier Finance Program Obligations~~Improvements to Income Tax Disclosures

In ~~September 2022,~~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 year ending March 29, 2025 ("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 isbecame effective for the Company beginning in its ~~fiscal year ending March 30,~~Fiscal 2024 ~~("Fiscal 2024")~~ and ~~is to be~~was applied retrospectively to all periods in which a balance sheet is presented. The annual rollforward disclosure is not required to be made until ~~its fiscal year ending March 29,~~the Company's Fiscal 2025 ~~("Fiscal 2025")~~ and is to be applied prospectively. ~~Early adoption is permitted.~~The Company adopted ASU 2022-04 as of the beginning of Fiscal 2024. Other than the new disclosure requirements, ASU 2022-04 ~~will~~did not have an impact on the Company's consolidated financial statements.

~~Reference Rate Reform~~

~~In March 2020, the FASB issued ASU No. 2020-04, "Facilitation~~ See Note 3 for further discussion of the Effects of Reference Rate Reform on Financial Reporting" along with certain other ASUs that were subsequently issued to clarify and modify certain of its provisions (collectively "ASU 2020-04"). ASU 2020-04 provides temporary optional expedients and exceptions for the application of U.S. GAAP, if certain criteria are met, to contract modifications, hedging relationships, and other arrangements that are expected to be impacted by the global transition away from certain reference rates, such as the London Interbank Offered Rate ("LIBOR") and other interbank offered rates, towards new reference rates, such as the Secured Overnight Financing Rate ("SOFR"). The guidance in ASU 2020-04 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2024. The Company is evaluating the impact that the guidance will have on its consolidated financial statements and related disclosures, if adopted, and currently does not expect that it would be material.Company's supplier finance program.


			15

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5. Property and Equipment

Property and equipment, net consists of the following:


			December 31, 2022		April 2, 2022
		December 30, 2023						December 30, 2023	April 1, 2023
			(millions)				(millions)
Land and improvements	Land and improvements		$	15.3	$	15.3
Buildings and improvements	Buildings and improvements		470.3		480.4
Furniture and fixtures	Furniture and fixtures		598.4		589.6
Machinery and equipment	Machinery and equipment		381.7		375.7
Capitalized software	Capitalized software		544.9		532.1
Leasehold improvements	Leasehold improvements		1,206.6		1,170.1
Construction in progress	Construction in progress		54.3		55.4
			3,271.5		3,218.6
		3,334.1
Less: accumulated depreciation	Less: accumulated depreciation		(2,324.0)		(2,249.1)
Property and equipment, net	Property and equipment, net		$	947.5	$	969.5

Property and equipment, net includes finance lease right-of-use ("ROU") assets, which are reflected in the table above based on their nature.

Depreciation expense was $53.0 million and $163.1 million during the three-month and nine-month periods ended December 30, 2023, respectively, and $51.7 million and $152.7 million during the three-month and nine-month periods ended December 31, 2022, ~~respectively, and $51.8 million and $156.0 million during the three-month and nine-month periods ended December 25, 2021,~~ respectively, and was recorded primarily within SG&A expenses in the consolidated statements of operations.

6. Other Assets and Liabilities

Prepaid expenses and other current assets consist of the following:


			December 31, 2022		April 2, 2022
		December 30, 2023						December 30, 2023	April 1, 2023
			(millions)				(millions)

Other taxes receivable	Other taxes receivable		$	49.8	$	26.2
Other taxes receivable
Other taxes receivable
Non-trade receivables	Non-trade receivables		38.1		41.4
Prepaid advertising and marketing
Prepaid software maintenance	Prepaid software maintenance		21.3		16.4
Prepaid advertising and marketing			17.9		7.9
Inventory return asset	Inventory return asset		16.7		8.3
Prepaid occupancy expense
Cloud computing arrangement implementation costs
Prepaid logistic services
Prepaid insurance
Restricted cash
Tenant allowances receivable	Tenant allowances receivable		8.0		6.1
Prepaid occupancy expense			6.6		6.0
Prepaid logistic services			6.4		6.6
Derivative financial instruments			6.3		8.7
Prepaid insurance			6.0		3.0
Cloud computing arrangement implementation costs			5.6		4.0

Other prepaid expenses and current assets	Other prepaid expenses and current assets		38.2		37.9
Other prepaid expenses and current assets
Other prepaid expenses and current assets
Total prepaid expenses and other current assets	Total prepaid expenses and other current assets		$	220.9	$	172.5


			16

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other non-current assets consist of the following:


		December 30, 2023						December 30, 2023	April 1, 2023
			December 31, 2022		April 2, 2022		(millions)
			(millions)
Security deposits
Derivative financial instruments	Derivative financial instruments		$	50.0	$	23.7
Security deposits			32.1		30.6
Cloud computing arrangement implementation costs
Equity method and other investments	Equity method and other investments		10.5		12.0
Cloud computing arrangement implementation costs			9.8		9.7
Deferred rent assets	Deferred rent assets		6.9		5.2
Restricted cash	Restricted cash		6.0		6.6

Other non-current assets	Other non-current assets		19.7		23.4
Other non-current assets
Other non-current assets
Total other non-current assets	Total other non-current assets		$	135.0	$	111.2

Accrued expenses and other current liabilities consist of the following:


		December 30, 2023						December 30, 2023	April 1, 2023
			December 31, 2022		April 2, 2022		(millions)
			(millions)
Accrued operating expenses
Accrued inventory	Accrued inventory		$	271.4	$	250.2
Accrued operating expenses			252.5		223.4
Accrued payroll and benefits	Accrued payroll and benefits		155.4		278.0
Other taxes payable	Other taxes payable		60.9		60.9
Dividends payable	Dividends payable		49.5		48.1
Accrued capital expenditures	Accrued capital expenditures		41.9		49.6
Restructuring reserve
Deferred income	Deferred income		21.9		16.5
Finance lease obligations	Finance lease obligations		19.9		19.8
Restructuring reserve			15.0		30.8

Other accrued expenses and current liabilities	Other accrued expenses and current liabilities		10.1		14.1
Other accrued expenses and current liabilities
Other accrued expenses and current liabilities
Total accrued expenses and other current liabilities	Total accrued expenses and other current liabilities		$	898.5	$	991.4

Other non-current liabilities consist of the following:


			December 31, 2022		April 2, 2022
		December 30, 2023						December 30, 2023	April 1, 2023
			(millions)				(millions)
Deferred lease incentives and obligations	Deferred lease incentives and obligations		$	45.5	$	52.7
Accrued benefits and deferred compensation	Accrued benefits and deferred compensation		15.2		12.0
Deferred tax liabilities	Deferred tax liabilities		13.8		12.5

Derivative financial instruments	Derivative financial instruments		—		18.1
Restructuring reserve
Other non-current liabilities	Other non-current liabilities		37.0		36.6
Total other non-current liabilities	Total other non-current liabilities		$	111.5	$	131.9


			17

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7. ~~Impairment of Assets~~

No impairment charges were recorded during either of the three-month periods ended December 31, 2022 or December 25, 2021. During the nine-month periods ended December 31, 2022 and December 25, 2021, the Company recorded impairment charges of $0.2 million and $19.3 million, respectively, to write-down certain long-lived assets in connection with its restructuring plans (see Note 8).

~~See Note 11 for further discussion of these impairment charges.~~

8. Restructuring and Other Charges, Net

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

Fiscal ~~2021 Strategic Realignment Plan~~2024 Restructuring Activities

During the three-month and nine-month periods ended December 30, 2023, the Company recorded $1.0 million and $38.3 million, respectively, of cash-related restructuring charges, primarily associated with severance and benefit costs. As of December 30, 2023, the remaining liability related to these charges was $22.6 million, reflecting cash payments of $15.5 million and $0.2 million of non-cash adjustments made during the nine months ended December 30, 2023.

Fiscal 2023 Restructuring Activities

The Company ~~has undertaken efforts~~recorded total restructuring charges of $0.8 million and $6.4 million during the three-month and nine-month periods ended December 31, 2022, respectively, related 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 involve 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 initiated during its fiscal year ended March 27, 2021 (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 made the decision 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 is in the process of further rightsizing and consolidating its global corporate offices to better align with its organizational profile and new ways of working. The Company also has closed, and may continue to close, 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 were substantially completed by the end Fiscal 2022, with certain remaining actions expected to be completed during Fiscal 2023. The Company expects total. Total restructuring charges ~~of up to $300 million to be incurred in connection with this plan, consisting of~~included cash-related charges of ~~approximately $180~~$0.8 million and $2.9 million during the three-month and nine-month periods ended December 31, 2022, respectively, and non-cash charges of ~~approximately $120 million.~~


			18

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~A summary of the charges recorded in connection with the Fiscal 2021 Strategic Realignment Plan~~$3.5 million during the fiscal periods 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:

Three Months Ended Nine Months Ended
December 31,
2022 December 25,
2021 December 31,
2022 December 25,
2021 Cumulative Charges
(millions)
Cash-related restructuring charges:
Severance and benefit costs (reversals) $ — $ — $ — $ (3.9) $ 138.5
Other cash charges 0.8 1.9 2.9 6.3 25.5
Total cash-related restructuring charges 0.8 1.9 2.9 2.4 164.0
Non-cash charges:
Impairment of assets (see Note 7) — — 0.2 19.3 90.9
Inventory-related charges(a)
— — — — 8.3
Accelerated stock-based compensation expense(b)
— — — 2.0 2.0
Other non-cash charges — — 3.3 — 3.3
Total non-cash charges — — 3.5 21.3 104.5
Total charges $ 0.8 $ 1.9 $ 6.4 $ 23.7 $ 268.5

~~(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.nine months ended December 31, 2022.

In addition to ~~the~~these charges, ~~summarized in the table above,~~ the Company recognized ~~$3.1~~$5.0 million and ~~$0.9~~$7.0 million of income within restructuring and other charges, net in the consolidated statements of operations during the ~~third~~three-month and ~~fourth quarters of Fiscal 2022,~~nine-month periods ended December 30, 2023, respectively, primarily related to a certain revenue share clause in its agreement with Regent that entitled it to receive a portion of the sales generated by the Club Monaco business during a four-month business transition period. The Company donated this income to The Ralph Lauren Corporate Foundation, a non-profit, charitable foundation, which resulted in a related offsetting $4.0 million donation expense recorded within restructuring and other charges, net in the consolidated statements of operations during the fourth quarter of Fiscal 2022. Subsequently, during the second quarter of Fiscal 2023, the Company recognized an additionalas well as $3.5 million of income ~~within restructuring and other charges, net in~~during the ~~consolidated statements of operations~~nine months ended December 31, 2022, related to consideration received from Regent, ~~as a result of~~L.P. in connection with the Company's previously sold Club Monaco ~~business exceeding certain previously defined revenue thresholds over a specified time period.~~business.

~~A summary of current period activity in the restructuring reserve related to~~Actions associated with the Fiscal 2021 Strategic Realignment Plan ~~is as follows:~~are complete and no additional charges are expected to be incurred in connection with this plan. As of December 30, 2023 and April 1, 2023, the remaining liability related to this plan was $6.1 million and $20.7 million, respectively, reflecting $14.9 million of cash payments made during the nine months ended December 30, 2023, partly offset by $0.3 million of non-cash adjustments.

Severance and Benefit Costs Other Cash Charges Total
(millions)
Balance at April 2, 2022 $ 30.6 $ 0.1 $ 30.7
Additions charged to expense — 2.9 2.9
Cash payments applied against reserve (15.8) (3.0) (18.8)
Non-cash adjustments (0.4) — (0.4)
Balance at December 31, 2022 $ 14.4 $ — $ 14.4


			19

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

Refer to Note 9 of the Fiscal 2023 10-K for additional discussion regarding the Fiscal 2021 Strategic Realignment Plan.

Other Charges

The Company recorded other charges of $4.7 million and $14.3 million during the three-month and nine-month periods ended December 30, 2023, respectively, and $7.0 million and $17.6 million during the three-month and nine-month periods ended December 31, 2022, ~~respectively, and $1.4 million and $7.3 million during the three-month and nine-month periods ended December 25, 2021,~~ 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.

9.8. 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 ~~effective~~rate (subject to certain thresholds being met) that ~~will be applicable to~~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 ~~Company does not currently expect that the~~ tax-related provisions of the IRA ~~will~~ have not had a material impact on ~~its~~the Company's consolidated financial ~~statements.~~statements to date, but could in the future if the Company's facts and circumstances were to change. See Note 13 for additional information relating to the Company's stock repurchase program.

Effective Tax Rate

The Company's effective tax rate, which is calculated by dividing each fiscal period's income tax ~~benefit (provision)~~provision by pretax income, ~~(loss),~~ was 16.1% and 16.6% during the three-month and nine-month periods ended December 30, 2023, respectively, and 22.8% and 23.7% during the three-month and nine-month periods ended December 31, 2022, ~~respectively, and 21.4% and 20.6% during~~respectively. The effective tax rates for the three-month and nine-month periods ended December ~~25, 2021, respectively.~~30, 2023 were lower than the U.S. federal statutory income


			18

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 and as a result of recently enacted changes in tax legislation. Additionally, the lower effective tax rate for the nine months ended December 30, 2023 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 effective tax ~~rate~~rates for the three-month and nine-month periods ended December 31, 2022 were higher than the U.S. federal statutory income tax rate of 21% primarily due to state taxes and the unfavorable impact of certain ~~audit-related~~audit related adjustments, partially offset by the favorable tax impact of earnings generated in lower taxed foreign jurisdictions versus the ~~U.S.~~U.S and favorable return to provision adjustments. The effective tax rate for the three months ended December 25, 2021 was slightly higher than the U.S. federal statutory income tax rate of 21% primarily due to state taxes, partially offset by the favorable impact of certain permanent adjustments. The effective tax rate for the nine months ended December 25, 2021 was slightly lower than the U.S. federal statutory income tax rate of 21% primarily due to the favorable tax impact of earnings generated in lower taxed foreign jurisdictions versus the U.S.

Uncertain Income Tax Benefits

The Company classifies interest and penalties related to unrecognized tax benefits as part of its income tax ~~benefit (provision).~~provision. The total amount of unrecognized tax benefits, including interest and penalties, was ~~$97.4~~$112.6 million and ~~$91.9~~$93.8 million as of December ~~31, 2022~~30, 2023 and April ~~2, 2022,~~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 ~~$62.4~~$70.7 million and ~~$60.1~~$59.6 million as of December ~~31, 2022~~30, 2023 and April ~~2, 2022,~~1, 2023, respectively.

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 ~~March 30, 2013.~~


			20

April 2, 2016.

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~10.~~9. Debt

Debt consists of the following:

December 31,
2022 April 2,
2022
(millions)
$400 million 3.750% Senior Notes(a)
$ 398.2 $ 397.7
$500 million 1.700% Senior Notes(b)
— 499.8
$750 million 2.950% Senior Notes(c)
739.8 738.8
Total debt 1,138.0 1,636.3
Less: current portion of long-term debt — 499.8
Total long-term debt $ 1,138.0 $ 1,136.5


	December 30, 2023		April 1, 2023
	(millions)
$400 million 3.750% Senior Notes(a)	$	398.8	$	398.4

$750 million 2.950% Senior Notes(b)	741.2		740.1


Total long-term debt	$	1,140.0	$	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 ~~$1.8~~$1.2 million and ~~$2.3~~$1.6 million as of December ~~31, 2022~~30, 2023 and April ~~2, 2022,~~1, 2023, respectively.

(b)~~The carrying value of the 1.700% Senior Notes is presented net of unamortized debt issuance costs and original issue discount of $0.2 million as of April 2, 2022.~~

~~(c)~~The carrying value of the 2.950% Senior Notes is presented net of unamortized debt issuance costs and original issue discount of ~~$10.2~~$8.8 million and ~~$11.2~~$9.9 million as of December ~~31, 2022~~30, 2023 and April ~~2, 2022,~~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.


			19

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.


			21

~~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 ~~$500~~$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 ~~$500~~$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 December ~~31, 2022~~30, 2023 and April ~~2, 2022,~~1, 2023, there were no borrowings outstanding under the Commercial Paper Program.

Revolving Credit Facilities

Global Credit Facility

In ~~August 2019,~~June 2023, the Company ~~replaced~~terminated its then existing credit facility and entered into a new credit facility that provides for a ~~$500~~$750 million senior unsecured revolving line of credit through ~~August 12, 2024~~June 30, 2028 (the "Global Credit Facility") under terms and conditions substantially similar to those of the previous facility. The Global Credit Facility ismay 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 ~~domestic~~ 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$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. ~~Since August 2019,~~

Borrowings under the ~~Company entered into several amendments of its~~ Global Credit Facility ~~including one amendment that temporarily eased certain preexisting requirements~~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 ~~imposed certain new restrictions~~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 ~~response to~~accordance with the ~~COVID-19 pandemic (all of which have since been lifted), and other amendments related to~~Pricing Grid, on the ~~cessation of LIBOR. Refer to Note 11~~average daily unused amount of the ~~Fiscal 2022 10-K for additional discussion regarding such amendments.~~Facility, payable quarterly in arrears, and certain fees with respect to


			20

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 ~~both~~ December ~~31, 2022 and April 2, 2022,~~30, 2023, there were no borrowings outstanding under the Global Credit ~~Facility.~~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 ~~$8.8 million and $9.5~~$11.9 million of outstanding letters of credit as of both December ~~31, 2022~~30, 2023 and April ~~2, 2022, respectively.~~1, 2023.

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.

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 December ~~31, 2022,~~30, 2023, 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 ~~and China subsidiaries have~~subsidiary has an uncommitted overdraft ~~facilities~~facility with Sumitomo Mitsui Banking Corporation ~~and HSBC Bank Company Limited, respectively,~~ (the ~~"Pan-Asia~~"Japan Overdraft ~~Facilities"~~Facility"). The Pan-Asia Credit Facilities and ~~the Pan-Asia~~Japan Overdraft ~~Facilities~~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.


			22

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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, ~~2023,~~2024, 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 $23 million) through October ~~27, 2023.~~25, 2024.

•Japan Overdraft Facility — provides Ralph Lauren Corporation Japan with an overdraft amount of up to 5 billion Japanese Yen (approximately ~~$37~~$35 million) through April ~~28, 2023.~~

•~~China Overdraft Facility~~ ~~— provides Ralph Lauren Trading (Shanghai) Co., Ltd. with an overdraft amount of up to 100 million Chinese Renminbi (approximately $14 million) through June 17, 2023.~~30, 2024.

As of both December ~~31, 2022~~30, 2023 and April ~~2, 2022,~~1, 2023, there were no borrowings outstanding under the Pan-Asia Borrowing Facilities.

Refer to Note 11 of the Fiscal ~~2022~~2023 10-K for additional discussion of the terms and conditions of the Company's debt and credit facilities.

~~11.~~


			21

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. 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.

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:

December 31,
2022

April 2,
2022

December 30,
2023

April 1,
2023

(millions)

Derivative assets(a)

56.3

32.4

Derivative liabilities(a)

2.4

18.3

(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.


			23

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

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.


			22

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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


		December 31, 2022				April 2, 2022				December 30, 2023		April 1, 2023
		Carrying Value(a)		Fair Value(b)		Carrying Value(a)		Fair Value(b)		Carrying Value(a)	Fair Value(b)		Carrying Value(a)	Fair Value(b)
		(millions)								(millions)
$400 million 3.750% Senior Notes	$400 million 3.750% Senior Notes	$	398.2	$	389.5	$	397.7	$	407.9
$500 million 1.700% Senior Notes		—		N/A		499.8		500.5

$750 million 2.950% Senior Notes	$750 million 2.950% Senior Notes	739.8		646.5		738.8		721.0
$750 million 2.950% Senior Notes
$750 million 2.950% Senior Notes

(a)See Note 109 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.

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.

~~No impairment charges were recorded during either of~~During the ~~three-month periods~~nine months ended December 31, 2022, ~~or December 25, 2021. During the nine-month periods ended December 31, 2022 and December 25, 2021,~~ the Company recorded impairment charges of $0.2 million within SG&A expenses in the consolidated statements of operations to reduce the carrying values of certain ~~long-lived assets~~property and equipment, net to their estimated fair ~~values.~~values of zero. 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.


			24

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~The following table summarizes~~ No impairment charges were recorded ~~by the Company~~ during the ~~fiscal~~three-month and nine-month periods ~~presented to reduce the carrying values of certain long-lived assets to their estimated fair values as of the assessment date:~~

Nine Months Ended
December 31, 2022 December 25, 2021
Long-Lived Asset Category Total Impairments Fair Value
as of Impairment Date Total Impairments Fair Value
as of Impairment Date
(millions)
Property and equipment, net $ 0.2 $ — $ 1.0 $ —
Operating lease right-of-use assets — N/A 18.3 16.8

~~See Note 7 for additional discussion regarding impairment charges recorded by the Company within the consolidated statements of operations during the fiscal periods presented.~~ended December 30, 2023.

No impairment charges associated with goodwill or other intangible assets were recorded during either of the nine-month periods ended December ~~31, 2022~~30, 2023 or December ~~25, 2021. In Fiscal 2023, the~~31, 2022. The Company performed its annual assessment of the recoverability of goodwill ~~impairment assessment~~assigned to its reporting units using a ~~qualitative~~quantitative approach as of the beginning of the second quarter of Fiscal 2023. In performing the assessment, the Company identified and considered the significance of relevant key factors, events, and circumstances that affected the fair values and/or carrying amounts of its reporting units with allocated goodwill. These factors included external factors such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as the Company's actual and expected financial performance. Additionally, the Company also considered the results of its most recent quantitative goodwill impairment test, which was performed as of the end of Fiscal 2020 and incorporated assumptions related to COVID-19 business disruptions, the results of which indicated that the2024. The estimated fair values of ~~these~~the Company's reporting units ~~significantly exceeded their respective carrying values.~~were determined with the assistance of an independent third-party valuation firm using discounted cash flows and market comparisons. Based on the results of ~~its qualitative goodwill~~the quantitative impairment assessment, the Company concluded ~~that it is not more likely than not~~ that the fair values of its reporting units ~~are less than~~significantly exceeded their respective carrying values and ~~there~~ were ~~no reporting units~~not at risk of impairment. Accordingly, no goodwill impairment charges were recorded.


			23

~~12.~~

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

11. 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 December ~~31, 2022~~30, 2023 and April ~~2, 2022:~~1, 2023:

Notional Amounts

Derivative Assets

Derivative Liabilities

Notional Amounts

Derivative Assets

Derivative Liabilities

Derivative Instrument(a)

December 31,
2022

April 2,
2022

December 31,
2022

April 2,
2022

December 31,
2022

April 2,
2022

Derivative Instrument(a)

December 30,
2023

April 1,
2023

December 30,
2023

April 1,
2023

December 30,
2023

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

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

257.7

236.5

5.8

6.6

0.2

—

FC — Cash flow hedges

Net investment hedges(c)

700.0

ONCA

50.0

ONCA

23.7

—

ONCL

18.1

Total Designated Hedges

957.7

936.5

55.8

30.3

0.2

18.1

Undesignated Hedges:

FC — Undesignated hedges(d)

231.3

225.0

0.5

2.1

2.2

0.2

FC — Undesignated hedges(d)

Total Hedges

1,189.0

1,161.5

56.3

32.4

2.4

18.3

(a)FC = Forward foreign currency exchange contracts.


			25

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

(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 ~~nine~~eight separate counterparties, the amounts presented in the consolidated balance sheets as of December ~~31, 2022~~30, 2023 and April ~~2, 2022~~1, 2023 would be adjusted from the current gross presentation as detailed in the following table:


			December 31, 2022						April 2, 2022
			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)
		December 30, 2023															December 30, 2023				April 1, 2023
		Gross Amounts Presented in the Balance Sheet													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)																		(millions)
Derivative assets	Derivative assets		$	56.3	$	(2.4)	$	53.9	$	32.4	$	(0.2)	$	32.2
Derivative liabilities	Derivative liabilities		2.4		(2.4)		—		18.3		(0.2)		18.1

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.


			24

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 three-month and nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021:~~31, 2022:


			Gains (Losses) Recognized in OCI								Gains (Losses) Recognized in OCI
			Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
			December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021
		December 30, 2023										December 30, 2023		December 31, 2022	December 30, 2023	December 31, 2022
			(millions)								(millions)
Designated Hedges:	Designated Hedges:
FC — Cash flow hedges
FC — Cash flow hedges
FC — Cash flow hedges	FC — Cash flow hedges		$	(6.0)	$	1.7	$	22.5	$	1.9
Net investment hedges — effective portion	Net investment hedges — effective portion		(53.4)		24.3		22.3		29.5
Net investment hedges — portion excluded from assessment of hedge effectiveness	Net investment hedges — portion excluded from assessment of hedge effectiveness		10.7		(0.7)		22.1		11.1
Total Designated Hedges	Total Designated Hedges		$	(48.7)	$	25.3	$	66.9	$	42.5

Location and Amount of Gains (Losses) from
Cash Flow Hedges Reclassified from AOCI to Earnings

Location and Amount of
Gains (Losses) from
Cash Flow Hedges Reclassified from AOCI to Earnings

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

December 31,
2022

December 25,
2021

December 31,
2022

December 25,
2021

Cost of
goods sold

December 30,
2023

December 31,
2022

December 30,
2023

December 31,
2022

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

(641.6)

(617.3)

(1,687.6)

(1,514.4)

Effects of cash flow hedging:

FC — Cash flow hedges

8.6

1.4

15.1

1.5

FC — Cash flow hedges


	Gains (Losses) from Net Investment Hedges Recognized in Earnings								Location of Gains (Losses) Recognized in Earnings
	Three Months Ended				Nine Months Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
	(millions)
Net Investment Hedges:
Net investment hedges — portion excluded from assessment of hedge effectiveness(a)	$	3.2	$	3.3	$	9.4	$	9.8	Interest expense
Total Net Investment Hedges	$	3.2	$	3.3	$	9.4	$	9.8


			26

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

Gains (Losses) from Net Investment Hedges
Recognized in Earnings Location of Gains (Losses)
Recognized in Earnings
Three Months Ended Nine Months Ended
December 31,
2022 December 25,
2021 December 31,
2022 December 25,
2021
(millions)
Net Investment Hedges:
Net investment hedges — portion excluded from assessment of hedge effectiveness(a)
$ 3.3 $ 2.9 $ 9.8 $ 8.6 Interest expense
Total Net Investment Hedges $ 3.3 $ 2.9 $ 9.8 $ 8.6

(a)Amounts recognized in other comprehensive income (loss) ("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 December ~~31, 2022,~~30, 2023, it is estimated that ~~$17.3~~$4.5 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.


			25

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 three-month and nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021:~~31, 2022:


		Gains (Losses) Recognized in Earnings								Location of Gains (Losses) Recognized in Earnings			Gains (Losses) Recognized in Earnings						Location of Gains (Losses) Recognized in Earnings

		December 30, 2023
		December 30, 2023
		December 30, 2023
		Three Months Ended				Nine Months Ended					Location of Gains (Losses) Recognized in Earnings
		December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021
		(millions)										(millions)
Undesignated Hedges:	Undesignated Hedges:
FC — Undesignated hedges	FC — Undesignated hedges	$	(9.4)	$	4.1	$	15.2	$	4.6	Other income (expense), net
FC — Undesignated hedges
FC — Undesignated hedges													$	(6.0)	$	(9.4)	$	3.9	$	15.2	Other income (expense), net
Total Undesignated Hedges	Total Undesignated Hedges	$	(9.4)	$	4.1	$	15.2	$	4.6

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.


			27

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

Investments

The Company's short-term investments as of December ~~31, 2022~~30, 2023 and April ~~2, 2022~~1, 2023 were ~~$131.4~~$113.8 million and ~~$734.6~~$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 periods presented.

Refer to Note 3 of the Fiscal ~~2022~~2023 10-K for further discussion of the Company's accounting policies relating to its investments.

~~13.~~


			26

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

12. Commitments and Contingencies

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.

~~14.~~13. Equity

Common Stock Repurchase Program

Repurchases of shares of the Company's Class A common stock are subject to overall business and market conditions, as well as other potential factors such as the temporary restrictions previously in place under the Company's Global Credit Facility. Accordingly, in response to business disruptions related to the COVID-19 pandemic, effective beginning in the first quarter of Fiscal 2021, the Company temporarily suspended its common stock repurchase program as a preemptive action to preserve cash and strengthen its liquidity position. However, the Company resumed activities under its Class A common stock repurchase program during the third quarter of Fiscal 2022 as restrictions under its Global Credit Facility were lifted (see Note 11 of the Fiscal 2022 10-K) and overall business and market conditions have improved since the COVID-19 pandemic first emerged.

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

Nine Months Ended

December 31,
2022

December 25,
2021

(millions)

Cost of shares repurchased

411.8

300.0

Nine Months Ended

December 30,
2023

December 31,
2022

(millions)

Cost of shares repurchased(a)

Number of shares repurchased

4.4

2.5

(a)Excludes excise tax of $2.0 million incurred during the nine months ended December 30, 2023. See Note 8 for further discussion regarding excise tax on share repurchases made after December 31, 2022.

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.~~stock, excluding related excise taxes. As of December ~~31, 2022,~~30, 2023, the remaining availability under the Company's Class A common stock repurchase program was approximately ~~$1.217 billion.~~

~~As discussed in Note 9, as a result~~$897 million. Repurchases of shares of the ~~IRA's enactment into law, the Company will be~~Company's Class A common stock are subject to ~~a 1% excise tax on share repurchases made after December 31, 2022.~~


			28

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

overall business and market conditions.

In addition, during ~~each of~~ the nine-month periods ended December 30, 2023 and December 31, 2022, 0.4 million and ~~December 25, 2021,~~ 0.3 million shares of the Company's Class A common stock, at a cost of ~~$34.0~~$51.1 million and ~~$40.4~~$34.0 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.

Dividends

~~Except as discussed below, the~~The Company has generally maintained a regular quarterly cash dividend program on its common stock since 2003.

In response to business disruptions related to the COVID-19 pandemic, effective beginning in the first quarter of Fiscal 2021 the Company temporarily suspended its quarterly cash dividend program as a preemptive action to preserve cash and strengthen its liquidity position. On May 19, 2021, the Company's Board of Directors approved the reinstatement of its quarterly cash dividend program at the pre-pandemic amount of $0.6875 per share.

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. The third quarter Fiscal ~~2023~~2024 dividend of $0.75 per share was declared on December ~~16, 2022,~~15, 2023, was payable to shareholders of record at the close of business on December ~~30, 2022,~~29, 2023, and was paid on January ~~13, 2023.~~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.

~~15.~~


			27

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

14. 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)
		Foreign Currency Translation Gains (Losses)(a)									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)
		(millions)											(millions)
Balance at April 1, 2023
Other comprehensive income (loss), net of tax:
OCI before reclassifications
OCI before reclassifications
OCI before reclassifications
Amounts reclassified from AOCI to earnings
Other comprehensive income (loss), net of tax
Balance at December 30, 2023
			(millions)
Balance at April 2, 2022	Balance at April 2, 2022		$	(189.7)	$	9.0	$	0.4	$	(180.3)
Balance at April 2, 2022
Balance at April 2, 2022
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:
OCI before reclassifications
OCI before reclassifications
OCI before reclassifications	OCI before reclassifications		(28.8)		19.4		—		(9.4)
Amounts reclassified from AOCI to earnings	Amounts reclassified from AOCI to earnings		—		(13.0)		(0.1)		(13.1)
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax		(28.8)		6.4		(0.1)		(22.5)
Balance at December 31, 2022	Balance at December 31, 2022		$	(218.5)	$	15.4	$	0.3	$	(202.8)

Balance at March 27, 2021			$	(123.2)	$	4.6	$	(2.2)	$	(120.8)
Other comprehensive income (loss), net of tax:
OCI before reclassifications			(29.8)		1.6		0.1		(28.1)
Amounts reclassified from AOCI to earnings			—		(1.2)		(0.1)		(1.3)
Other comprehensive income (loss), net of tax			(29.8)		0.4		—		(29.4)
Balance at December 25, 2021			$	(153.0)	$	5.0	$	(2.2)	$	(150.2)

(a)OCI before reclassifications to earnings related to foreign currency translation gains (losses) includes income tax ~~provisions~~benefit of ~~$15.4~~$5.4 million and ~~$10.3~~income tax provision of $15.4 million for the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, respectively. OCI before reclassifications to earnings for the nine-month periods ended December 30, 2023 and December 31, 2022 ~~and December 25, 2021~~ includes ~~gains~~losses of ~~$33.7~~$22.4 million (net of a ~~$10.7~~$7.0 million income tax


			29

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~provision)~~ benefit) and gains of $~~31.0~~33.7 million (net of a ~~$9.6~~$10.7 million income tax provision), 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 ~~12)~~11).

(b)OCI before reclassifications to earnings related to net unrealized gains (losses) on cash flow hedges are presented net of income tax provisions of ~~$3.1~~$1.0 million and ~~$0.3~~$3.1 million for the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, respectively. The tax effects on amounts reclassified from AOCI to earnings are presented in a table below.

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

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


			Three Months Ended				Nine Months Ended				Location of Gains (Losses) Reclassified from AOCI to Earnings
			December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021
			(millions)
		Three Months Ended																		Three Months Ended								Nine Months Ended			Location of Gains (Losses) Reclassified from AOCI to Earnings
		December 30, 2023
			(millions)
			(millions)
			(millions)
Gains (losses) on cash flow hedges(a):	Gains (losses) on cash flow hedges(a):
Gains (losses) on cash flow hedges(a):
Gains (losses) on cash flow hedges(a):
FC — Cash flow hedges
FC — Cash flow hedges
FC — Cash flow hedges	FC — Cash flow hedges		$	8.6	$	1.4	$	15.1	$	1.5	Cost of goods sold	$	1.4		$	$	8.6		$		$	7.6		$	$	15.1			Cost of goods sold	Cost of goods sold

Tax effect	Tax effect		(1.3)		(0.3)		(2.1)		(0.3)		Income tax provision
Tax effect
Tax effect														(0.2)				(1.3)					(1.1)				(2.1)			Income tax provision
Net of tax	Net of tax		$	7.3	$	1.1	$	13.0	$	1.2

(a)FC = Forward foreign currency exchange contracts.

~~16.~~


			28

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

15. Stock-based Compensation

The Company's stock-based compensation awards are currently issued under the 2019 Incentive Plan, which was approved by its stockholders on August 1, 2019. However, any prior awards granted under either the Company's 2010 Incentive Plan or 1997 Incentive Plan remain subject to the terms of those plans, as applicable. Any awards that expire, are forfeited, or are surrendered to the Company in satisfaction of taxes are available for issuance under the 2019 Incentive Plan.

Refer to Note 18 of the Fiscal ~~2022~~2023 10-K for a detailed description of the Company's stock-based compensation awards, including information related to vesting terms, service, performance, and market conditions and payout percentages.

Impact on Results

A summary of total stock-based compensation expense and the related income tax benefits recognized during the three-month and nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021~~31, 2022 is as follows:

Three Months Ended Nine Months Ended
December 31,
2022 December 25,
2021 December 31,
2022 December 25,
2021
(millions)
Compensation expense $ 19.2 $ 22.0 $ 59.9 $ 62.6 (a)
Income tax benefit (3.3) (3.3) (9.9) (9.9)

~~(a)~~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 8). All other stock-based compensation expense was recorded within SG&A expenses.


	Three Months Ended				Nine Months Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
	(millions)
Compensation expense	$	24.6	$	19.2	$	75.3	$	59.9
Income tax benefit	(3.5)		(3.3)		(11.5)		(9.9)

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


			30

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

Service-based RSUs

The fair values of service-based RSUs granted to certain of the Company's senior executives and other employees, as well as non-employee directors, 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. The weighted-average grant date fair values of service-based RSU awards granted were ~~$92.07~~$114.88 and ~~$117.56~~$92.07 per share during the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, respectively.

A summary of service-based RSU activity during the nine months ended December ~~31, 2022~~30, 2023 is as follows:


						Number of Service-based RSUs
						(thousands)
Unvested at April ~~2, 2022~~1, 2023						~~1,566~~1,585
Granted						~~668~~543
Vested						~~(564)~~(991)
Forfeited						~~(45)~~(46)
Unvested at December ~~31, 2022~~30, 2023						~~1,625~~1,091

Performance-based RSUs

The fair values of the Company's performance-based RSUs granted to its senior executives and other key employees 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. The weighted-average grant date fair values of performance-based RSU awards granted were ~~$92.45~~$114.86 and ~~$117.79~~$92.45 per share during the nine-month periods ended December 30, 2023 and December 31, 2022, ~~and December 25, 2021,~~ respectively.


			29

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Market-based RSUs

The Company grants market-based RSUs, which are based on total shareholder return ("TSR") performance, to its senior executives and other key employees. 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 weighted-average grant date fair values of market-based RSUs granted were ~~$124.62~~$147.19 and ~~$146.46~~$124.62 per share during the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, respectively. The assumptions used to estimate the fair value of TSR awards granted during the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021~~31, 2022 were as follows:

Nine Months Ended
December 31,
2022 December 25,
2021
Expected volatility 49.9 % 46.8 %
Expected dividend yield 3.0 % 2.2 %
Risk-free interest rate 3.1 % 0.4 %


			31

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~


	Nine Months Ended
	December 30, 2023		December 31, 2022
Expected volatility	38.4	%	49.9	%
Expected dividend yield	2.5	%	3.0	%
Risk-free interest rate	4.6	%	3.1	%

A summary of performance-based RSU activity including TSR awards during the nine months ended December ~~31, 2022~~30, 2023 is as follows:


						Number of Performance-based RSUs
						(thousands)
Unvested at April ~~2, 2022~~1, 2023						~~542~~469
Granted						~~261~~217
Change due to performance and/or market condition achievement						~~(58)~~—
Vested						~~(269)~~—
Forfeited						~~(3)~~(1)
Unvested at December ~~31, 2022~~30, 2023						~~473~~685

~~17.~~16. 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 ~~factory~~outlet stores, and its digital commerce site, www.RalphLauren.com. 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 ~~factory~~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 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 ~~factory~~outlet stores, its concession-based shop-within-shops, and its various digital commerce sites. In addition, the Company


			30

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, with related products distributed through shop-within-shops.

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 8 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 of the Fiscal ~~2022~~2023 10-K. 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


			32

~~RALPH LAUREN CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

allocated to the segments based on specific usage are also maintained at corporate, including corporate advertising and marketing expenses, depreciation and amortization of corporate assets, and other general and administrative expenses resulting from corporate-level activities and projects.

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


		Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
		December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021		December 30, 2023	December 31, 2022		December 30, 2023	December 31, 2022
		(millions)								(millions)
Net revenues:	Net revenues:
North America	North America	$	937.6	$	928.7	$	2,364.9	$	2,293.9
North America
North America
Europe	Europe	469.3		462.9		1,378.4		1,313.3
Asia	Asia	386.2		382.6		1,036.7		940.7
Other non-reportable segments	Other non-reportable segments	39.2		41.2		122.8		147.9
Total net revenues	Total net revenues	$	1,832.3	$	1,815.4	$	4,902.8	$	4,695.8

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

Three Months Ended Nine Months Ended
December 31,
2022 December 25,
2021 December 31,
2022 December 25,
2021
(millions)
Operating income(a):
North America $ 214.9 $ 229.6 $ 474.8 $ 586.5
Europe 109.6 97.1 317.4 353.4
Asia 89.8 85.6 234.2 189.4
Other non-reportable segments 36.9 38.5 114.1 106.2
451.2 450.8 1,140.5 1,235.5
Unallocated corporate expenses (161.3) (161.5) (456.2) (465.3)
Unallocated restructuring and other charges, net(b)
(7.8) (0.2) (20.3) (8.6)
Total operating income $ 282.1 $ 289.1 $ 664.0 $ 761.6

~~(a)~~Segment operating income and unallocated corporate expenses during the three-month and nine-month periods ended December 31, 2022 and December 25, 2021 also included asset impairment charges (see Note 7), which are detailed below:

Three Months Ended Nine Months Ended
December 31,
2022 December 25,
2021 December 31,
2022 December 25,
2021
(millions)
Asset impairment charges:
North America $ — $ — $ — $ (0.4)
Asia — — — (1.1)
Other non-reportable segments — — — (0.3)
Unallocated corporate expenses — — (0.2) (17.5)
Total asset impairment charges $ — $ — $ (0.2) $ (19.3)


	Three Months Ended				Nine Months Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
	(millions)
Operating income:
North America	$	204.6	$	214.9	$	440.1	$	474.8
Europe	123.4		109.6		353.0		317.4
Asia	108.2		89.8		269.9		234.2
Other non-reportable segments	29.4		36.9		97.3		114.1
	465.6		451.2		1,160.3		1,140.5
Unallocated corporate expenses	(147.2)		(161.3)		(466.1)		(456.2)
Unallocated restructuring and other charges, net(a)	(0.7)		(7.8)		(45.6)		(20.3)
Total operating income	$	317.7	$	282.1	$	648.6	$	664.0


			31			33

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~(b)~~(a)The three-month and nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021~~31, 2022 included certain unallocated restructuring and other charges, net (see Note 8)7), which are detailed below:

Three Months Ended Nine Months Ended
December 31,
2022 December 25,
2021 December 31,
2022 December 25,
2021
(millions)
Unallocated restructuring and other charges, net:
North America-related $ (0.4) $ — $ (0.4) $ 0.1
Europe-related — — 1.1 1.0
Asia-related — 0.8 0.2 1.2
Other non-reportable segment-related — — — (0.1)
Corporate operations-related (0.4) 0.4 (3.6) (3.5)
Unallocated restructuring benefits (charges) (0.8) 1.2 (2.7) (1.3)
Other charges (see Note 8) (7.0) (1.4) (17.6) (7.3)
Total unallocated restructuring and other charges, net $ (7.8) $ (0.2) $ (20.3) $ (8.6)


	Three Months Ended				Nine Months Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
	(millions)
Unallocated restructuring and other charges, net:
North America-related	$	0.7	$	(0.4)	$	(4.8)	$	(0.4)
Europe-related	0.2		—		(0.5)		1.1
Asia-related	(2.7)		—		(6.2)		0.2

Corporate operations-related	5.8		(0.4)		(19.8)		(3.6)
Unallocated restructuring charges	4.0		(0.8)		(31.3)		(2.7)
Other charges (see Note 7)	(4.7)		(7.0)		(14.3)		(17.6)
Total unallocated restructuring and other charges, net	$	(0.7)	$	(7.8)	$	(45.6)	$	(20.3)

Depreciation and amortization expense for the Company's segments is as follows:


		Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
		December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021		December 30, 2023	December 31, 2022		December 30, 2023	December 31, 2022
		(millions)								(millions)
Depreciation and amortization expense:	Depreciation and amortization expense:
North America	North America	$	18.5	$	17.8	$	54.7	$	53.5
North America
North America
Europe	Europe	8.0		7.4		23.1		22.7
Asia	Asia	11.9		13.1		35.5		38.9
Other non-reportable segments		—		—		—		0.4

Unallocated corporate
Unallocated corporate
Unallocated corporate	Unallocated corporate	16.8		17.9		50.0		53.8

Total depreciation and amortization expense	Total depreciation and amortization expense	$	55.2	$	56.2	$	163.3	$	169.3
Total depreciation and amortization expense
Total depreciation and amortization expense

Net revenues by geographic location of the reporting subsidiary are as follows:


		Three Months Ended				Nine Months Ended				Three Months Ended		Nine Months Ended
		December 31, 2022		December 25, 2021		December 31, 2022		December 25, 2021		December 30, 2023	December 31, 2022		December 30, 2023	December 31, 2022
		(millions)								(millions)
Net revenues(a):	Net revenues(a):
The Americas(b)	The Americas(b)	$	983.1	$	974.5	$	2,506.3	$	2,451.8
The Americas(b)
The Americas(b)
Europe(c)	Europe(c)	463.0		458.0		1,359.8		1,302.5
Asia(d)	Asia(d)	386.2		382.9		1,036.7		941.5
Total net revenues	Total net revenues	$	1,832.3	$	1,815.4	$	4,902.8	$	4,695.8

(a)Net revenues for certain of the Company's licensed operations 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. during the three-month and nine-month periods ended December ~~31, 2022~~30, 2023 were $924.5 million and $2.294 billion, respectively, and $941.3 million and $2.391 billion ~~respectively, and $939.2 million~~ ~~and $2.356 billion,~~ during the three-month and nine-month periods ended December ~~25, 2021,~~31, 2022, respectively.

(c)Includes the Middle East.

(d)Includes Australia and New Zealand.


			32			34

RALPH LAUREN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~18.~~17. Additional Financial Information

Reconciliation of Cash, Cash Equivalents, and Restricted Cash

A reconciliation of cash, cash equivalents, and restricted cash as of December ~~31, 2022~~30, 2023 and April ~~2, 2022~~1, 2023 from the consolidated balance sheets to the consolidated statements of cash flows is as follows:


		December 31, 2022		April 2, 2022		December 30, 2023	April 1, 2023
		(millions)				(millions)
Cash and cash equivalents	Cash and cash equivalents	$	1,566.1	$	1,863.8
Restricted cash included within prepaid expenses and other current assets	Restricted cash included within prepaid expenses and other current assets	1.4		1.6
Restricted cash included within other non-current assets	Restricted cash included within other non-current assets	6.0		6.6
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	1,573.5	$	1,872.0

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.

Cash Paid for Interest and Taxes

Cash paid for interest and income taxes is as follows:

Nine Months Ended

December 31,
2022

December 25,
2021

December 30,
2023

December 31,
2022

(millions)

Cash paid for interest

34.7

41.0

Cash paid for income taxes, net of refunds

85.4

168.2

Cash Paid for Leases

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

Nine Months Ended

December 31,
2022

December 25,
2021

(millions)

Nine Months Ended

December 30,
2023

December 31,
2022

(millions)

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases

253.3

283.9

Operating cash flows for finance leases

8.4

9.3

Financing cash flows for finance leases

15.9

16.8

Non-cash Transactions

Operating lease ROU assets recorded in connection with the recognition of new lease liabilities ~~was $220.3~~were $111.3 million and ~~$224.8~~$220.3 million for the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, respectively. Finance lease ROU assets recorded in connection with the recognition of new lease liabilities ~~was~~were $0.5 million and $0.3 million for the ~~nine months~~nine-month periods ended December 30, 2023 and December 31, ~~2022. No~~2022, respectively. Additionally, $27.1 million of finance lease ROU assets were ~~recorded in connection with the recognition~~reclassified and reflected as operating lease ROU assets as a result of ~~new~~certain lease ~~liabilities~~amendments executed during the nine months ended December ~~25, 2021.~~30, 2023.

Non-cash investing activities also included capital expenditures incurred but not yet paid of ~~$41.9~~$27.6 million and ~~$36.0~~$41.9 million for the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, respectively.

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


			33			35

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Special Note Regarding Forward-Looking Statements

Various statements in this Form 10-Q, or incorporated by reference into this Form 10-Q, in future filings by us with the Securities and Exchange Commission (the "SEC"), in our press releases, and in oral statements made from time to time by ~~us or on our behalf constitute~~representatives of the Company, may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding our current expectations about the Company's future operating results and financial condition, ~~store openings and closings,~~ the implementation and ~~impact~~results of our strategic plans and initiatives, store openings and closings, capital expenses, our plans regarding our quarterly cash dividend and Class A common stock repurchase programs, and our ability to meet environmental, social, and governance goals. Forward-looking statements are based on current expectations and are indicated by words or phrases such as "aim," "anticipate," "outlook," "estimate," "ensure," "commit," "expect," "project," "believe," "envision," "goal," "target," "can," "will," and similar words or ~~phrases and~~phrases. These forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed in or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others:

•the loss of key personnel, including Mr. Ralph Lauren, or other changes in our executive and senior management team or to our operating structure, including ~~those~~any potential changes resulting from the ~~recent reduction to our global workforce in connection with~~execution of our long-term growth strategy, and our ability to effectively transfer knowledge and maintain adequate controls and procedures during periods of transition;

•the potential impact to our business resulting from inflationary pressures, including increases in the costs of raw materials, transportation, wages, healthcare, and other benefit-related costs;

•the impact of economic, political, and other conditions on us, our customers, suppliers, vendors, and lenders, including potential business disruptions related to the ~~war between Russia~~Russia-Ukraine and ~~Ukraine,~~Israel-Hamas wars, militant attacks on cargo vessels in the Red Sea, civil and political unrest, ~~and~~ diplomatic tensions between the U.S. and other ~~countries;~~countries, rising interest rates, and bank failures, among other factors described herein;

•the potential impact to our business resulting from supply chain disruptions, including those caused by capacity constraints, closed factories and/or labor shortages (stemming from pandemic diseases, labor disputes, strikes, or otherwise), scarcity of raw materials, port congestion, and scrutiny or detention of goods produced in certain territories resulting from laws, regulations, or trade restrictions, such as those imposed by the Uyghur Forced Labor Prevention Act ("UFLPA") or the Countering America's Adversaries Through Sanctions Act ("CAATSA"), which could result in shipment approval delays leading to inventory shortages and lost ~~sales;~~

•~~the impact to our business~~sales, as well as potential shipping delays, inventory shortages, and/or higher freight costs resulting from the ~~COVID-19 pandemic, including periods of reduced operating hours and capacity limits~~emerging Red Sea crisis and/or ~~temporary closure of our stores, distribution centers, and corporate facilities, as well as those of our customers, suppliers, and vendors, and potential changes~~disruptions to ~~consumer behavior, spending levels, and/or shopping preferences,~~major waterways such as ~~willingness to congregate in shopping centers or other populated locations;~~the Suez and Panama canals;

•our ability to effectively manage inventory levels and the increasing pressure on our margins in a highly promotional retail environment;

•our exposure to currency exchange rate fluctuations from both a transactional and translational perspective;

•our ability to recruit and retain employees to operate our retail stores, distribution centers, and various corporate functions;

•the impact to our business resulting from a recession or changes in consumers' ability, willingness, or preferences to purchase discretionary items and luxury retail products, which tends to decline during recessionary periods, and our ability to accurately forecast consumer demand, the failure of which could result in either a build-up or shortage of inventory;

•our ability to successfully implement our long-term growth strategy;

•our ability to continue to expand and grow our business internationally and the impact of related changes in our customer, channel, and geographic sales mix as a result, as well as our ability to accelerate growth in certain product categories;

•our ability to open new retail stores and concession shops, as well as enhance and expand our digital footprint and capabilities, all in an effort to expand our direct-to-consumer presence;


			34			36

•our ability to respond to constantly changing fashion and retail trends and consumer demands in a timely manner, develop products that resonate with our existing customers and attract new customers, and execute marketing and advertising programs that appeal to consumers;

•our ability to competitively price our products and create an acceptable value proposition for consumers;

•our ability to continue to maintain our brand image and reputation and protect our trademarks;

•our ability to achieve our goals regarding environmental, social, and governance practices, including those related to climate change and our human capital;

•our ability and the ability of our third-party service providers to secure our respective facilities and systems from, among other things, cybersecurity breaches, acts of vandalism, computer viruses, ransomware, or similar Internet or email events;

•our efforts to successfully enhance, upgrade, and/or transition our global information technology systems and digital commerce platforms;

•the potential impact to our business if any of our distribution centers were to become inoperable or inaccessible;

•the potential impact to our business resulting from pandemic diseases such as COVID-19, including periods of reduced operating hours and capacity limits and/or temporary closure of our stores, distribution centers, and corporate facilities, as well as those of our customers, suppliers, and vendors, and potential changes to consumer behavior, spending levels, and/or shopping preferences, such as willingness to congregate in shopping centers or other populated locations;

•the potential impact on our operations and on our suppliers and customers resulting from man-made or natural disasters, including pandemic diseases, ~~such as COVID-19,~~ severe weather, geological events, and other catastrophic ~~events;~~events, such as terrorist attacks and military conflicts;

•our ability to achieve anticipated operating enhancements and cost reductions from our restructuring plans, as well as the impact to our business resulting from restructuring-related charges, which may be dilutive to our earnings in the short term;

•the impact to our business resulting from potential costs and obligations related to the early or temporary closure of our stores or termination of our long-term, non-cancellable leases;

•our ability to maintain adequate levels of liquidity to provide for our cash needs, including our debt obligations, tax obligations, capital expenditures, and potential payment of dividends and repurchases of our Class A common stock, as well as the ability of our customers, suppliers, vendors, and lenders to access sources of liquidity to provide for their own cash needs;

•the potential impact to our business resulting from the financial difficulties of certain of our large wholesale customers, which may result in consolidations, liquidations, restructurings, and other ownership changes in the retail industry, as well as other changes in the competitive marketplace, including the introduction of new products or pricing changes by our competitors;

•our ability to access capital markets and maintain compliance with covenants associated with our existing debt instruments;

•a variety of legal, regulatory, tax, political, and economic risks, including risks related to the importation and exportation of products which our operations are currently subject to, or may become subject to as a result of potential changes in legislation, and other risks associated with our international operations, such as compliance with the Foreign Corrupt Practices Act or violations of other anti-bribery and corruption laws prohibiting improper payments, and the burdens of complying with a variety of foreign laws and regulations, including tax laws, trade and labor restrictions, and related laws that may reduce the flexibility of our business;

•the impact to our business resulting from the potential imposition of additional duties, tariffs, taxes, and other charges or barriers to trade, including those resulting from trade developments between the U.S. and China or other countries, and any related impact to global stock markets, as well as our ability to implement mitigating sourcing strategies;


			35

•changes in our tax obligations and effective tax rate due to a variety of factors, including potential changes in U.S. or foreign tax laws and regulations, accounting rules, or the mix and level of earnings by jurisdiction in future periods that are not currently known or anticipated;

•the impact to our business of events of unrest and instability that are currently taking place in certain parts of the world, as well as from any terrorist action, retaliation, and the threat of further action or retaliation;


			37

•the potential impact to the trading prices of our securities if our operating results, Class A common stock share repurchase activity, and/or cash dividend payments differ from investors' expectations;

•our ability to maintain our credit profile and ratings within the financial community;

•our intention to introduce new products or brands, or enter into or renew alliances;

•changes in the business of, and our relationships with, major wholesale customers and licensing partners; and

•our ability to make strategic acquisitions and successfully integrate the acquired businesses into our existing operations.

These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. A detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations is included in our Annual Report on Form 10-K for the fiscal year ended April ~~2, 2022~~1, 2023 (the "Fiscal ~~2022~~2023 10-K"). There are no material changes to such risk factors, nor have we identified any previously undisclosed risks that could materially adversely affect our business, operating results, and/or financial condition, as set forth in Part II, Item 1A — "Risk Factors" of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

In this Form 10-Q, references to "Ralph Lauren," "ourselves," "we," "our," "us," and the "Company" refer to Ralph Lauren Corporation and its subsidiaries, unless the context indicates otherwise. We utilize a 52-53 week fiscal year ending on the Saturday immediately before or after March 31. As such, fiscal year ~~2023~~2024 will end on ~~April 1, 2023~~March 30, 2024 and will be a 52-week period ("Fiscal ~~2023"~~2024"). Fiscal year ~~2022~~2023 ended on April ~~2, 2022~~1, 2023 and was also a 52-week period ("Fiscal 2023"). The third quarter of Fiscal 2024 ended on December 30, 2023 and was a ~~53-week period ("Fiscal 2022").~~13-week period. The third quarter of Fiscal 2023 ended on December 31, 2022 ~~and was a 13-week period. The third quarter of Fiscal 2022 ended on December 25, 2021~~ and was also a 13-week period.

INTRODUCTION

Management's discussion and analysis of financial condition and results of operations ("MD&A") is provided as a supplement to the accompanying consolidated financial statements and notes thereto to help provide an understanding of our results of operations, financial condition, and liquidity. MD&A is organized as follows:

•Overview. This section provides a general description of our business, global economic conditions and industry trends, and a summary of our financial performance for the three-month and nine-month periods ended December ~~31, 2022.~~30, 2023. In addition, this section includes a discussion of ~~recent developments and~~ transactions affecting comparability that we believe are important in understanding our results of operations and financial condition, and in anticipating future trends.

•Results of operations. This section provides an analysis of our results of operations for the three-month and nine-month periods ended December ~~31, 2022~~30, 2023 as compared to the three-month and nine-month periods ended December ~~25, 2021.~~31, 2022.

•Financial condition and liquidity. This section provides a discussion of our financial condition and liquidity as of December ~~31, 2022,~~30, 2023, which includes (i) an analysis of our financial condition as compared to the prior fiscal year-end; (ii) an analysis of changes in our cash flows for the nine months ended December ~~31, 2022~~30, 2023 as compared to the nine months ended December ~~25, 2021;~~31, 2022; (iii) an analysis of our liquidity, including the availability under our commercial paper borrowing program and credit facilities, our supplier finance program, our outstanding debt and covenant compliance, common stock repurchases, and payments of dividends; and (iv) a description of any material changes in our material cash requirements since April ~~2, 2022.~~1, 2023.

•Market risk management. This section discusses any significant changes in our risk exposures related to foreign currency exchange rates, interest rates, and our investments since April ~~2, 2022.~~1, 2023.


			36

•Critical accounting policies. This section discusses any significant changes in our critical accounting policies since April ~~2, 2022.~~1, 2023. Critical accounting policies typically require significant judgment and estimation on the part of management in their application. In addition, all of our significant accounting policies, including our critical accounting policies, are summarized in Note 3 of the Fiscal ~~2022~~2023 10-K.

•Recently issued accounting standards. This section discusses the potential impact on our reported results of operations and financial condition of certain accounting standards that have been recently issued.


			38

OVERVIEW

Our Business

Our Company is a global leader in the design, marketing, and distribution of luxury lifestyle products, including apparel, footwear & accessories, home, fragrances, and hospitality. Our long-standing reputation and distinctive image have been developed across a wide range of products, brands, distribution channels, and international markets. Our brand names include Ralph Lauren, Ralph Lauren Collection, Ralph Lauren Purple Label, Polo Ralph Lauren, Double RL, Lauren Ralph Lauren, Polo Ralph Lauren Children, and Chaps, among others.

We diversify our business by geography (North America, Europe, and Asia, among other regions) and channel of distribution (retail, wholesale, and licensing). This allows us to maintain a dynamic balance as our operating results do not depend solely on the performance of any single geographic area or channel of distribution. We sell directly to consumers through our integrated retail channel, which includes our retail stores, concession-based shop-within-shops, and digital commerce operations around the world. Our 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 we have licensed the right to operate in defined geographic territories using our trademarks. In addition, we license to third parties for specified periods the right to access our various trademarks in connection with the licensees' manufacture and sale of designated products, such as certain apparel, eyewear, fragrances, and home.

We organize our business into the following three reportable segments:

•North America — Our North America segment, representing approximately ~~48%~~47% of our Fiscal ~~2022~~2023 net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses primarily in the U.S. and Canada. In North America, our retail business is primarily comprised of our Ralph Lauren stores, our ~~factory~~outlet stores, and our digital commerce site, www.RalphLauren.com. Our wholesale business in North America is comprised primarily of sales to department stores and, to a lesser extent, specialty stores.

•Europe — Our Europe segment, representing approximately ~~28%~~29% of our Fiscal ~~2022~~2023 net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Europe and emerging markets. In Europe, our retail business is primarily comprised of our Ralph Lauren stores, our ~~factory~~outlet stores, our concession-based shop-within-shops, and our various digital commerce sites. Our 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 partners.

•Asia — Our Asia segment, representing approximately ~~21%~~22% of our Fiscal ~~2022~~2023 net revenues, primarily consists of sales of our Ralph Lauren branded products made through our retail and wholesale businesses in Asia, Australia, and New Zealand. Our retail business in Asia is primarily comprised of our Ralph Lauren stores, our ~~factory~~outlet stores, our concession-based shop-within-shops, and our various digital commerce sites. In addition, we sell our products online through various third-party digital partner commerce sites. Our wholesale business in Asia is comprised primarily of sales to department stores, with related products distributed through shop-within-shops.

No operating segments were aggregated to form our reportable segments. In addition to these reportable segments, we also have other non-reportable segments, representing approximately 3%2% of our Fiscal ~~2022~~2023 net revenues, which primarily consist of Ralph Lauren and Chaps branded royalty revenues earned through our global licensing alliances. In addition, prior to its disposition at the end of our first quarter of Fiscal 2022, our other non-reportable segments also included sales of Club Monaco branded products made through our retail and wholesale businesses in the U.S., Canada, and Europe, and our licensing alliances in Asia. Refer to "~~Recent Developments" for additional discussion regarding the disposition of our former Club Monaco business, as well as the transition of our Chaps business to a fully licensed business model.~~

Approximately ~~51%~~53% of our Fiscal ~~2022~~2023 net revenues were earned outside of the U.S. See Note 1716 to the accompanying consolidated financial statements for further discussion of our segment reporting structure.


			37

Our business is typically affected by seasonal trends, with higher levels of retail sales in our second and third fiscal quarters and higher wholesale sales in our second and fourth fiscal quarters. These trends result primarily from the timing of key vacation travel, back-to-school, and holiday shopping periods impacting our retail business and timing of seasonal wholesale shipments. As a result of changes in our business, consumer spending patterns, and the macroeconomic environment, including those resulting from pandemic diseases and other catastrophic events, historical quarterly operating trends and working capital requirements may not be indicative of our future performance. In addition, fluctuations in sales, operating


			39

income (loss), and cash flows in any fiscal quarter may be affected by other events affecting retail sales, such as changes in weather patterns. Accordingly, our operating results and cash flows for the three-month and nine-month periods ended December ~~31, 2022~~30, 2023 are not necessarily indicative of the operating results and cash flows that may be expected for the full Fiscal ~~2023.~~

~~Recent Developments~~

~~COVID-19 Pandemic~~

Beginning in the fourth quarter of our fiscal year ended March 28, 2020, a novel strain of coronavirus commonly referred to as COVID-19 emerged and spread rapidly across the globe, including throughout all major geographies in which we operate, resulting in adverse economic conditions and widespread business disruptions. Since then, governments worldwide have periodically imposed varying degrees of preventative and protective actions, such as temporary travel bans, forced business closures, and stay-at-home orders, all in an effort to reduce the spread of the virus.

As a result of the COVID-19 pandemic, we have experienced varying degrees of business disruptions since its beginning, including periods of closure of our stores and corporate-related facilities, as have our wholesale customers, licensing partners, and suppliers. Such disruptions continued throughout Fiscal 2022 in certain regions, although to a lesser extent than the widespread significant disruptions experienced during our fiscal year ended March 27, 2021 ("Fiscal 2021"), and have since extended into Fiscal 2023, most notably in Asia where approximately 50% of our stores in China experienced closures for a significant portion of the first quarter, followed by sporadic closures during the second quarter impacting approximately 35% of our mainland stores. Further, throughout the course of the pandemic, the majority of our stores that were able to remain open have periodically been subject to limited operating hours and/or customer capacity levels in accordance with local health guidelines, as well as reduced staffing, with traffic remaining challenged. Most recently, more than 90% of our mainland China stores were impacted during the third quarter by some form of closure, restricted operating hours, or reduced staffing due to higher levels of infection rates following China's relaxation of its zero-COVID policy. However, our digital commerce operations have grown significantly from pre-pandemic levels, due in part to our investments and enhanced capabilities, as well as changes in consumer shopping preferences.

The COVID-19 pandemic also continues to adversely impact our distribution, logistic, and sourcing partners, including temporary factory closures, labor shortages, vessel, container and other transportation shortages, and port congestion. Such disruptions have reduced the availability of inventory, delayed timing of inventory receipts, and resulted in increased costs for both the purchase and transportation of such inventory.

Despite the development of COVID-19 vaccines, the pandemic remains volatile and continues to evolve, with resurgences and outbreaks occurring in various parts of the world, including those resulting from variants of the virus. Accordingly, we cannot predict for how long and to what extent the pandemic will continue to impact our business operations or the overall global economy. We will continue to assess our operations location-by-location, considering the guidance of local governments and global health organizations. See Item 1A — "~~Risk Factors — Risks Related to Macroeconomic Conditions — Infectious disease outbreaks, such as the COVID-19 pandemic, could have a material adverse effect on our business" in the Fiscal 2022 10-K for additional discussion regarding risks to our business associated with the COVID-19 pandemic.~~

~~Fiscal 2021 Strategic Realignment Plan~~

We have undertaken efforts to realign our resources to support future growth and profitability, and to create a sustainable, enhanced cost structure. The key initiatives underlying these efforts involve evaluation of our: (i) team organizational structures and ways of working; (ii) real estate footprint and related costs across our 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, our Board of Directors approved a restructuring plan (the "Fiscal 2021 Strategic Realignment Plan") to reduce our global workforce. Additionally, during a preliminary review of our store portfolio during the second quarter of Fiscal 2021, we made the decision to close our Polo store on Regent Street in London.

Shortly thereafter, on October 29, 2020, we announced the planned transition of our Chaps brand to a fully licensed business model, consistent with our long-term brand elevation strategy and in connection with our third initiative. Specifically, we have 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


			40

womenswear. The products are being sold at existing channels of distribution with opportunities for expansion into additional channels and markets globally. This agreement created incremental value for the Company by enabling an even greater focus on elevating our core brands in the marketplace, reducing our 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, our Board of Directors approved additional actions related to our real estate initiative. Specifically, we are in the process of further rightsizing and consolidating our global corporate offices to better align with our organizational profile and new ways of working. We also have closed, and may continue to close, certain of our stores to improve overall profitability. Additionally, we further consolidated our 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 our brand portfolio initiative, we sold our 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 us, including earn-out payments based on Club Monaco meeting certain defined revenue thresholds over a five-year period. Accordingly, we have realized amounts related to the receipt of such contingent consideration and additional amounts may be realized in the future. Additionally, in connection with this divestiture, we provided Regent with certain operational support for a transitional period of approximately one year, varying by functional area.

In connection with the Fiscal 2021 Strategic Realignment Plan, we have recorded cumulative pre-tax charges of $268.5 million, of which $6.4 million and $23.7 million were recorded during the nine-month periods ended December 31, 2022 and December 25, 2021, respectively. Actions associated with the Fiscal 2021 Strategic Realignment Plan were substantially completed by the end of Fiscal 2022, with certain remaining actions expected to be completed during Fiscal 2023. We expect total charges of up to $300 million to be incurred in connection with this plan, consisting of cash-related charges of approximately $180 million and non-cash charges of approximately $120 million. Actions associated with this plan are expected to result in gross annualized pre-tax expense savings of approximately $200 million, a portion of which is being reinvested back into the business.

~~See Note 8 to our accompanying consolidated financial statements for additional discussion regarding charges recorded in connection with the Fiscal 2021 Strategic Restructuring Plan.~~2024.

Global Economic Conditions and Industry Trends

The global economy and retail industry are impacted by many different factors. Changes in economic conditions, most notably inflationary pressures (including increases in the cost of raw materials, transportation, and salaries & benefits), rising interest rates, significant foreign currency volatility, bank failures, and concerns of a potential recession, continue to impact consumer discretionary income levels, spending, and ~~sentiment.~~sentiment in the U.S. and beyond. In response to such pressures, as well as in an effort to reduce elevated inventory levels, many retailers (particularly in the U.S.) have become increasingly more promotional in an attempt to offset traffic declines and increase conversion. Certain other worldwide events and factors, such as international trade relations, new legislation and regulations, taxation or monetary policy changes, ~~and~~ political and civil unrest, growing diplomatic tensions, and disruptions to major waterways used for international trade such as the Suez and Panama canals, among other factors, have also adversely impacted the global economy. The continuation of these trends could have a material adverse effect on our business or operating results.

The global economy has also been negatively impacted by ongoing military conflicts taking place in various parts of the world, most notably the Russia-Ukraine ~~war. Several countries, including~~and Israel-Hamas wars and militant attacks on cargo vessels in the U.S., have imposed significant economic sanctions against Russia, including export controls and other trade restrictions with Russian entities. Various companies, including Ralph Lauren, have also voluntarily electedRed Sea. Although our voluntary decision to suspend operations in Russia ~~in protest of the conflict. While the suspension of our operations in Russia have~~has not resulted in a material impact to our consolidated financial statements and our ongoing operations in Israel are also not material, our business has been, and may continue to be, impacted by the broader macroeconomic implications resulting from ~~the war,~~these and other military conflicts, including inflationary pressures, unfavorable foreign currency exchange rates, increases in energy prices, food shortages, and volatility in financial markets, among other factors, which have adversely impacted consumer sentiment and ~~confidence, particularly~~confidence. Although our business has not been significantly impacted by the emerging Red Sea crisis, it could lead to shipping delays, inventory shortages, and/or higher freight costs in ~~Eastern Europe.~~the near future and beyond. It is not clear at this time how long ~~the conflict~~these conflicts will endure, or if itthey will escalate further with additional countries declaring war against each other, which could further ~~compound~~amplify the ~~adverse impact to the global economy.~~

~~The global economy also continues to be adversely impacted by the COVID-19 pandemic, although to a much lesser extent than what was experienced during the first year~~impacts of the ~~pandemic. As discussed~~various macroeconomic factors described above and potentially result in "~~Recent Developments~~," certain geographic regions, particularly in Asia, continue to be impacted by temporary store closures, restricted operating hours, and/or reduced staffing due to elevated infection levels. The COVID-19 pandemic has also significantly disrupted distribution, logistic, and supply chain operations globally, including temporary factory closures, labor shortages, vessel, container, and other transportation shortages, and port congestion. Such disruptions have reduced the availability of inventory, delayed timing of


			41

inventory receipts, and have resulted in increased costs for both the purchase and transportation of such inventory. Despite the development of COVID-19 vaccines, it is not clear at this time how much longer and to what extent the pandemic will last.a global recession.

We have implemented various strategies globally to help address many of these current challenges and continue to build a foundation for long-term profitable growth centered around strengthening our consumer-facing areas of product, stores, and marketing across channels and driving a more efficient operating model. Our strategy for mitigating inflationary pressures includes numerous levers, including our commitment to driving average unit retail growth, leveraging our diversified supply chain and strong supplier relationships, elevating our product sustainability efforts, and leveraging our in-house quality control to reduce time and cost from the manufacturing process, among other efforts. We have also taken earlier receipts of inventory and strategically utilize faster means of transportation when necessary to maximize full-price selling windows. While we remain agile and mindful of the increasing competitive promotional environment, we plan to continue driving our broader long-term strategy of brand elevation, which includes multiple levers to continue driving average unit retail growth and brand equity.

We will continue to monitor these conditions and trends and will evaluate and adjust our operating strategies and foreign currency and cost management opportunities to help mitigate the related impacts on our results of operations, while remaining focused on the long-term growth of our business and protecting and elevating the value of our brand.

For a detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations, see Part I, Item 1A — "Risk Factors" in our Fiscal ~~2022~~2023 10-K.


			38

Summary of Financial Performance

Operating Results

During the three months ended December ~~31, 2022,~~30, 2023, we reported net revenues of $1.934 billion, net income of $276.6 million, and net income per diluted share of $4.19, as compared to net revenues of $1.832 billion, net income of $216.5 million, and net income per diluted share of $3.20 ~~as compared to~~during the three months ended December 31, 2022. During the nine months ended December 30, 2023, we reported net revenues of ~~$1.815~~$5.063 billion, net income of ~~$217.7~~$555.6 million, and net income per diluted share of ~~$2.93 during the three months ended December 25, 2021. During the nine months ended December 31, 2022, we reported~~$8.31, as compared to net revenues of $4.903 billion, net income of $490.4 million, and net income per diluted share of $7.07 ~~as compared to net revenues of $4.696 billion, net income of $575.7 million, and net income per diluted share of $7.68~~ during the nine months ended December ~~25, 2021.~~31, 2022. The comparability of our operating results has been affected by net restructuring-related charges ~~impairment of assets,~~ and certain other benefits (charges), as well as the impacts of the disposition of our former Club Monaco business at the end of the first quarter of Fiscal 2022 and the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022, as discussed further below.non-recurring income tax events. We also continue to experience varying degrees of business disruptions resulting from the current macroeconomic environment, including ~~ongoing global supply chain and other~~ inflationary pressures, ongoing military conflicts taking place in various parts of the world, and foreign currency ~~volatility, the war in Ukraine, and COVID-19-related disruptions.~~ volatility.

Our operating performance for the three-month and nine-month periods ended December ~~31, 2022~~30, 2023 reflected revenue increases of ~~0.9%~~5.6% and ~~4.4%~~3.3%, respectively, on a reported basis and ~~7.2%~~4.7% and ~~10.9%, respectively,~~2.7% on a constant currency basis, as defined within "Transactions and Trends Affecting Comparability of Results of Operations and Financial Condition" below. ~~The increases in net revenues during the three-month and nine-month periods ended December 31, 2022 reflected~~Net revenue growth ~~across all of~~was led by our ~~reportable segments.~~international businesses.

Our gross profit as a percentage of net revenues ~~declined~~increased by ~~100~~150 basis points to ~~65.0%~~66.5% during the three months ended December ~~31, 2022~~30, 2023 and by ~~220~~130 basis points to ~~65.6%~~66.9% during the nine months ended December ~~31, 2022,~~30, 2023, primarily driven by ~~inflationary cost pressures, unfavorable foreign currency effects,~~lower freight costs, favorable geographic and channel mix, higher pricing, and lower non-routine inventory charges recorded during the ~~current fiscal year~~three-month and nine-month periods ended December 30, 2023 as compared to the prior fiscal year periods, all partially offset by ~~improved pricing.~~higher product costs.

Selling, general, and administrative ("SG&A") expenses as a percentage of net revenues during the three months ended December ~~31, 2022 declined~~30, 2023 increased by 9080 basis points to ~~49.2%~~50.0% and ~~increased~~ by 70160 basis points to ~~51.6%~~53.2% during the nine months ended December 30, 2023, primarily driven by higher compensation-related expenses, rent and occupancy costs, and marketing and advertising expenses.

Net income increased by $60.1 million to $276.6 million during the three months ended December 30, 2023 as compared to the three months ended December 31, 2022, primarily due to a $35.6 million increase in our operating income, a $13.8 million increase in non-operating income, net, and a $10.7 million decrease in our income tax provision. Net income per diluted share increased by $0.99 to $4.19 per share during the three months ended December 30, 2023 primarily driven by the higher level of net income and lower weighted-average diluted shares outstanding. Net income increased by $65.2 million to $555.6 million during the nine months ended December 30, 2023 as compared to the nine months ended December 31, 2022, primarily ~~driven by a normalized quarterly cadence of marketing investments.~~

~~Net income decreased by $1.2 million to $216.5 million during the three months ended December 31, 2022 as compared to the three months ended December 25, 2021, primarily~~ due to a ~~$7.0~~$42.0 million decrease in our income tax provision, as well as a $38.6 million increase in non-operating income, net, partially offset by a $15.4 million decline in our operating ~~income and a $4.4 million increase in our income tax provision, largely offset by a $10.2 million decline in non-operating expense, net.~~income. Net income per diluted share increased by ~~$0.27~~$1.24 to $3.20 per share during the three months ended December 31, 2022 driven by lower weighted-average diluted shares outstanding. Net income decreased by $85.3 million to $490.4 million during the nine months ended December 31, 2022 as compared to the nine months ended December 25, 2021, primarily due to a $97.6 million decline in our operating income, partially offset by a $15.0 million decline in non-operating expense, net. Net income per


			42

~~diluted share decreased by $0.61 to $7.07~~$8.31 per share during the nine months ended December ~~31, 2022~~30, 2023 primarily driven by the ~~lower~~higher level of net income ~~partially offset by~~and lower weighted-average diluted shares outstanding.

Our operating results during the ~~three-month periods~~three months ended December 30, 2023 were favorably impacted by net restructuring-related benefits and certain other charges (benefits) of $0.2 million, which had an after-tax effect of increasing net income by $1.5 million, or $0.02 per diluted share. During the three months ended December 31, 2022, ~~and December 25, 2021,~~our operating results were negatively impacted by net restructuring-related charges ~~impairment of assets,~~ and certain other charges (benefits) ~~totaling~~of $11.8 million, ~~and $0.1 million, respectively,~~ which had an after-tax effect of reducing net income by $9.6 million, or $0.15 per diluted ~~share, and $0.4 million, or $0.01 per diluted share, respectively.~~share. During the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, our operating results were negatively impacted by net restructuring-related charges ~~impairment of assets,~~ and certain other charges (benefits) totaling ~~$31.3~~$40.7 million and ~~$15.2~~$31.3 million, respectively, which had an after-tax effect of reducing net income by $30.2 million, or $0.45 per diluted share, and $24.3 million, or $0.35 per diluted share, ~~and~~respectively. Net income during the nine months ended December 30, 2023 also reflected an income tax benefit of $11.8 million, or ~~$0.15~~$0.18 per diluted share, ~~respectively.~~respectively, recorded in connection with non-recurring income tax events.


			39

Financial Condition and Liquidity

We ended the third quarter of Fiscal ~~2023~~2024 in a net cash and short-term investments position (calculated as cash and cash equivalents, plus short-term investments, less total debt) of ~~$559.5~~$777.4 million, as compared to ~~$962.1~~$427.2 million as of the end of Fiscal ~~2022.~~2023. The ~~decrease~~increase in our net cash and short-term investments position was primarily due to our operating cash flows of $948.7 million, partially offset by our use of cash to support Class A common stock repurchases of ~~$445.8~~$328.8 million, including withholdings in satisfaction of tax obligations for stock-based compensation awards, to make dividend payments of $146.7 million, and to invest in our business through ~~$155.9~~$124.9 million in capital expenditures, and to make dividend payments of $148.8 million, as well as the unfavorable effect of exchange rate changes on our cash, cash equivalents, and restricted cash of $23.2 million, partially offset by operating cash flows of $397.0 million.expenditures.

Net cash provided by operating activities was $948.7 million during the nine months ended December 30, 2023, as compared to $397.0 million during the nine months ended December 31, ~~2022, as compared to $821.7 million during the nine months ended December 25, 2021.~~2022. The net ~~decrease~~increase in cash provided by operating activities was due to a net ~~unfavorable~~favorable change related to our operating assets and liabilities, including our working capital, as compared to the prior fiscal year period, as well as ~~a decrease~~an increase in net income before non-cash charges.

Our equity ~~decreased~~increased to ~~$2.468~~$2.572 billion as of December ~~31, 2022~~30, 2023 compared to ~~$2.536~~$2.431 billion as of April ~~2, 2022~~1, 2023 due to our comprehensive income and the net impact of stock-based compensation arrangements, partially offset by our share repurchase activity and dividends declared during the nine months ended December ~~31, 2022, partially offset by our comprehensive income and the net impact of stock-based compensation arrangements.~~30, 2023.

Transactions and Trends Affecting Comparability of Results of Operations and Financial Condition

The comparability of our operating results for the three-month and nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021~~31, 2022 has been affected by certain events, including:

•pretax charges incurred in connection with our restructuring activities, as well as certain other benefits (charges), as summarized below (references to "Notes" are to the notes to the accompanying consolidated financial statements):

Three Months Ended Nine Months Ended
December 31,
2022 December 25,
2021 December 31,
2022 December 25,
2021
(millions)
Restructuring and other charges, net (see Note 8) $ (7.8) $ (0.2) $ (20.3) $ (8.6)
Non-routine inventory benefits (charges)(a)
(4.0) — (13.2) 11.5
Impairment of assets (see Note 7) — — (0.2) (19.3)
Non-routine bad debt expense reversals(b)
— 0.1 2.4 1.2
Total charges $ (11.8) $ (0.1) $ (31.3) $ (15.2)


	Three Months Ended				Nine Months Ended
	December 30, 2023		December 31, 2022		December 30, 2023		December 31, 2022
	(millions)
Restructuring and other charges, net (see Note 7)	$	(0.7)	$	(7.8)	$	(45.6)	$	(20.3)
Non-routine inventory benefits (charges)(a)	0.9		(4.0)		4.5		(13.2)
Impairment of assets(b)	—		—		—		(0.2)
Non-routine bad debt expense reversals(c)	—		—		0.4		2.4
Total benefits (charges)	$	0.2	$	(11.8)	$	(40.7)	$	(31.3)

(a)Non-routine inventory benefits (charges) are recorded within cost of goods sold in the consolidated statements of operations. The ~~charges~~benefits (charges) recorded during the three-month ~~period~~periods ended December 30, 2023 and December 31, 2022 ~~were~~ primarily ~~attributable~~related to inventory adjustments due to delays in U.S. customs shipment reviews and approvals. The ~~net charges~~benefits recorded during the ~~nine-month period~~nine months ended December 30, 2023 primarily related to reversals of amounts previously recognized in connection with delays in U.S. customs shipment reviews and approvals (approximately $4 million) and the COVID-19 pandemic (approximately $1 million). During the nine months ended December 31, 2022, the net charges recorded primarily related to the Russia-Ukraine war (approximately $11 million) and delays in U.S. customs shipment reviews and approvals (approximately $4 million), partially offset by reversals of amounts previously recognized in connection with the COVID-19 pandemic (approximately $2 million).

(b)Impairment of assets are recorded within SG&A expenses in the consolidated statements of operations. The ~~benefits~~impairment recorded during the ~~nine-month periods~~nine months ended December ~~25, 2021~~31, 2022 related to ~~reversals~~the write-down of ~~amounts previously recognized~~certain long-lived assets in connection with ~~the COVID-19 pandemic.~~our restructuring plans.


			43

~~(b)~~(c)Non-routine bad debt expense reversals are recorded within SG&A expenses in the consolidated statements of operations. The reversals recorded during the ~~nine months~~nine-month periods ended December 30, 2023 and December 31, 2022 primarily related to charges previously recognized in connection with the Russia-Ukraine war. ~~The reversals~~

•a one-time tax benefit of $11.8 million recorded within our income tax provision during the ~~three-month and nine-month periods ended December 25, 2021 related to charges previously recognized~~second quarter of Fiscal 2024 in connection with Swiss tax reform and the ~~COVID-19 pandemic.~~

•~~the disposition of~~European Union's anti-tax avoidance directive, which decreased our ~~former Club Monaco business at the end of the first quarter of Fiscal 2022. We did not recognize any net revenues~~effective tax rate by 170 basis points during the nine months ended December 31, 2022 in connection with our former Club Monaco business, whereas in comparison we recognized net revenues of approximately $34 million during the comparable prior fiscal year period, all of which was recorded during the first quarter of Fiscal 2022;

•the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022, which resulted in an overall decline in net revenues of approximately $15 million during the nine months ended December 31, 2022 as compared30, 2023. See Note 8 to the ~~prior fiscal year period; and~~accompanying consolidated financial statements for further discussion.


			40

•
~~other varying degrees of COVID-19 business disruptions during the three-month and nine-month periods ended December 31, 2022 and December 25, 2021.~~

Because we are a global company, the comparability of our operating results reported in U.S. Dollars is also affected by foreign currency exchange rate fluctuations because the underlying currencies in which we transact change in value over time compared to the U.S. Dollar. Such fluctuations can have a significant effect on our reported results. As such, in addition to financial measures prepared in accordance with accounting principles generally accepted in the U.S. ("U.S. GAAP"), our discussions often contain references to constant currency measures, which are calculated by translating current-year and prior-year reported amounts into comparable amounts using a single foreign exchange rate for each currency. We present constant currency financial information, which is a non-U.S. GAAP financial measure, as a supplement to our reported operating results. We use constant currency information to provide a framework for assessing how our businesses performed excluding the effects of foreign currency exchange rate fluctuations. We believe this information is useful to investors for facilitating comparisons of operating results and better identifying trends in our businesses. The constant currency performance measures should be viewed in addition to, and not in lieu of or superior to, our operating performance measures calculated in accordance with U.S. GAAP. Reconciliations between this non-U.S. GAAP financial measure and the most directly comparable U.S. GAAP measure are included in the "Results of Operations" section where applicable.

Our discussion also includes reference to comparable store sales. Comparable store sales refer to the change in sales of our stores that have been open for at least 13 full fiscal months. Sales from our digital commerce sites are also included within comparable sales for those geographies that have been serviced by the related site for at least 13 full fiscal months. Sales for stores or digital commerce sites that are closed or shut down during the year are excluded from the calculation of comparable store sales. Sales for stores that are either relocated, enlarged (as defined by gross square footage expansion of 25% or greater), or generally closed for 30 or more consecutive days for renovation are also excluded from the calculation of comparable store sales until such stores have been operating in their new location or in their newly renovated state for at least 13 full fiscal months. All comparable store sales metrics are calculated on a constant currency basis.

Our "Results of Operations" discussion that follows includes the significant changes in operating results arising from these items affecting comparability. However, unusual items or transactions may occur in any period. Accordingly, investors and other financial statement users should consider the types of events and transactions that have affected operating trends.


			41			44

RESULTS OF OPERATIONS

Three Months Ended December ~~31, 2022~~30, 2023 Compared to Three Months Ended December ~~25, 2021~~31, 2022

The following table summarizes our results of operations and expresses the percentage relationship to net revenues of certain financial statement captions. All percentages shown in the below table and the discussion that follows have been calculated using unrounded numbers.


		Three Months Ended											Three Months Ended
		December 31, 2022			December 25, 2021			$ Change		% / bps Change			December 30, 2023				December 31, 2022					$ Change					% / bps Change
		(millions, except per share data)											(millions, except per share data)
Net revenues	Net revenues	$	1,832.3		$	1,815.4		$	16.9	0.9	%	Net revenues	$	1,934.0		$	$	1,832.3		$		$	101.7		5.6			5.6		%
Cost of goods sold	Cost of goods sold	(641.6)			(617.3)			(24.3)		3.9	%	Cost of goods sold	(648.0)			(641.6)		(641.6)			(6.4)			(6.4)		1.0				1.0	%
Gross profit	Gross profit	1,190.7			1,198.1			(7.4)		(0.6	%)	Gross profit	1,286.0			1,190.7		1,190.7			95.3			95.3		8.0				8.0	%
Gross profit as % of net revenues	Gross profit as % of net revenues	65.0		%	66.0		%			(100 bps)		Gross profit as % of net revenues	66.5		%		65.0		%											150 bps
Selling, general, and administrative expenses	Selling, general, and administrative expenses	(900.8)			(908.8)			8.0		(0.9	%)	Selling, general, and administrative expenses	(967.6)			(900.8)		(900.8)			(66.8)			(66.8)		7.4				7.4	%
SG&A expenses as % of net revenues	SG&A expenses as % of net revenues	49.2		%	50.1		%			(90 bps)		SG&A expenses as % of net revenues	50.0		%		49.2		%											80 bps

Restructuring and other charges, net	Restructuring and other charges, net	(7.8)			(0.2)			(7.6)		NM
Restructuring and other charges, net
Restructuring and other charges, net													(0.7)				(7.8)					7.1					(90.5		%)
Operating income	Operating income	282.1			289.1			(7.0)		(2.4	%)	Operating income	317.7			282.1		282.1			35.6			35.6		12.6				12.6	%
Operating income as % of net revenues	Operating income as % of net revenues	15.4		%	15.9		%			(50 bps)		Operating income as % of net revenues	16.4		%		15.4		%											100 bps
Interest expense	Interest expense	(12.0)			(13.4)			1.4		(10.6	%)	Interest expense	(10.6)			(12.0)		(12.0)			1.4			1.4		(12.1				(12.1	%)
Interest income	Interest income	8.6			1.4			7.2		536.8	%	Interest income	20.7			8.6		8.6			12.1			12.1		141.7				141.7	%
Other income, net	Other income, net	1.7			0.1			1.6		NM		Other income, net	2.0			1.7		1.7			0.3			0.3		3.2				3.2	%
Income before income taxes	Income before income taxes	280.4			277.2			3.2		1.2	%	Income before income taxes	329.8			280.4		280.4			49.4			49.4		17.6				17.6	%
Income tax provision	Income tax provision	(63.9)			(59.5)			(4.4)		7.6	%	Income tax provision	(53.2)			(63.9)		(63.9)			10.7			10.7		(17.0				(17.0	%)
Effective tax rate(a)	Effective tax rate(a)	22.8		%	21.4		%			140 bps		Effective tax rate(a)	16.1		%		22.8		%											(670 bps)
Net income	Net income	$	216.5		$	217.7		$	(1.2)	(0.6	%)	Net income	$	276.6		$	$	216.5		$		$	60.1		27.8			27.8		%
Net income per common share:	Net income per common share:
Basic	Basic	$	3.26		$	2.98		$	0.28	9.4	%
Basic
Basic													$	4.25			$	3.26				$	0.99				30.4		%
Diluted	Diluted	$	3.20		$	2.93		$	0.27	9.2	%	Diluted	$	4.19		$	$	3.20		$		$	0.99		30.9			30.9		%

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

~~NM Not meaningful.~~

Net Revenues. Net revenues increased by ~~$16.9~~$101.7 million, or ~~0.9%~~5.6%, to ~~$1.832~~$1.934 billion during the three months ended December ~~31, 2022~~30, 2023 as compared to the three months ended December ~~25, 2021,~~31, 2022, including ~~unfavorable~~favorable foreign currency effects of ~~$113.7~~$15.1 million. On a constant currency basis, net revenues increased by ~~$130.6~~$86.6 million, or ~~7.2%~~4.7%, ~~reflecting growth across all of~~driven by our ~~reportable segments.~~international businesses.

The following table summarizes the percentage change in our consolidated comparable store sales for the three months ended December ~~31, 2022~~30, 2023 as compared to the prior fiscal year period:


	% Change
Digital commerce	118	%
Brick and mortar	49	%
Total comparable store sales	59	%


			42			45

Our global average store count increased by 9614 stores and concession shops during the three months ended December ~~31, 2022~~30, 2023 compared with the three months ended December ~~25, 2021,~~31, 2022, driven by new openings primarily in Asia. The following table details our retail store presence by segment as of the periods presented:

December 31,
2022

December 25,
2021

December 30,
2023

December 31,
2022

Freestanding Stores:

North America

236

239

Europe

104

Asia

209

169

Total freestanding stores

549

505

Concession Shops:

North America

Europe

Asia

698

646

Total concession shops

728

676

Total stores

1,277

1,181

In addition to our stores, we sell products online in North America, Europe, and Asia through our various digital commerce sites, as well as through our Polo mobile apps in North ~~America and the United Kingdom.~~America. We also sell products online through various third-party digital partner commerce sites, primarily in Asia.

Net revenues for our segments, as well as a discussion of the changes in each reportable segment's net revenues from the comparable prior fiscal year period, are provided below:


		Three Months Ended				$ Change		Foreign Exchange Impact				$ Change				% Change									Three Months Ended											$ Change						Foreign Exchange Impact							$ Change								% Change
		December 31, 2022		December 25, 2021		As Reported				Constant Currency				As Reported				Constant Currency						December 30, 2023						December 31, 2022						As Reported										Constant Currency								As Reported							Constant Currency
		(millions)
Net Revenues:	Net Revenues:
Net Revenues:
Net Revenues:
North America
North America
North America	North America	$	937.6	$	928.7	$	8.9			$	(2.5)			$	11.4			1.0	%			1.2	%			$	933.3		$			$	937.6		$			$	(4.3)		$			$	0.2			$				$	(4.5)			(0.5				(0.5		%)				(0.5		%)
Europe	Europe	469.3		462.9		6.4		(54.8)				61.2				1.4	%			13.2	%	Europe			521.5			469.3				469.3			52.2				52.2			22.2				22.2				30.0					30.0			11.1					11.1	%					6.4	%
Asia	Asia	386.2		382.6		3.6		(56.4)				60.0				0.9	%			15.7	%	Asia			446.4			386.2				386.2			60.2				60.2			(7.3)				(7.3)				67.5					67.5			15.6					15.6	%					17.5	%
Other non-reportable segments	Other non-reportable segments	39.2		41.2		(2.0)		—				(2.0)				(5.0	%)			(5.0	%)	Other non-reportable segments			32.8			39.2				39.2			(6.4)				(6.4)			—				—				(6.4)					(6.4)			(16.3					(16.3	%)					(16.3	%)
Total net revenues	Total net revenues	$	1,832.3	$	1,815.4	$	16.9	$	(113.7)			$	130.6			0.9	%			7.2	%	Total net revenues			$	1,934.0		$			$	1,832.3		$			$	101.7		$			$	15.1			$				$	86.6			5.6				5.6		%				4.7		%

North America net revenues — Net revenues ~~increased~~decreased slightly by ~~$8.9~~$4.3 million, or ~~1.0%~~0.5%, during the three months ended December ~~31, 2022~~30, 2023 as compared to the three months ended December ~~25, 2021.~~31, 2022. On a constant currency basis, net revenues ~~increased~~decreased by ~~$11.4~~$4.5 million, or ~~1.2%~~0.5%.

The ~~$8.9~~$4.3 million ~~increase~~decline in North America net revenues was driven by:

•a ~~$15.1~~$43.9 million decline related to our North America wholesale business as we carefully manage sell-ins to our wholesale customers to better align with consumer demand.

This decline was partially offset by:

•a $39.6 million increase related to our North America retail business. On a constant currency basis, net revenues increased by ~~$16.9~~$39.3 million, reflecting increases of ~~$14.5~~$34.2 million in comparable store sales and ~~$2.4~~$5.1 million in non-comparable store sales. The following table summarizes the percentage change in comparable store sales related to our North America retail business:


			43


	% Change
Digital commerce	94	%
Brick and mortar	(16	%)
Total comparable store sales	25	%


			46

~~This increase was partially offset by a $6.2 million decrease related to our North America wholesale business driven by U.S. customs-related inventory receipt delays.~~

Europe net revenues — Net revenues increased by ~~$6.4~~$52.2 million, or ~~1.4%~~11.1%, during the three months ended December ~~31, 2022~~30, 2023 as compared to the three months ended December ~~25, 2021.~~31, 2022. On a constant currency basis, net revenues increased by ~~$61.2~~$30.0 million, or ~~13.2%~~6.4%.

The ~~$6.4~~$52.2 million increase in Europe net revenues was driven by:

•~~an $8.5~~a $42.4 million increase related to our Europe retail business, inclusive of ~~unfavorable~~favorable foreign currency effects of ~~$28.6~~$11.3 million. On a constant currency basis, net revenues increased by ~~$37.1~~$31.1 million, reflecting increases of ~~$24.1~~$28.1 million in comparable store sales and ~~$13.0~~$3.0 million in non-comparable store sales. The following table summarizes the percentage change in comparable store sales related to our Europe retail business:


	% Change
Digital commerce	12	%
Brick and mortar	1110	%
Total comparable store sales	11	%

~~This~~•a $9.8 million increase ~~was partially offset by a $2.1 million decrease~~ related to our Europe wholesale business largely driven by ~~unfavorable~~favorable foreign currency effects of ~~$26.2~~$10.9 million ~~partially offset by improved~~and stronger re-order trends, largely offsetting the negative impact of lapping the prior fiscal year period's favorable post-pandemic wholesale allowances and a shift in timing of ~~inventory receipts and fulfillment of customer orders.~~certain shipments earlier in the fiscal year to maximize full-price selling.

Asia net revenues — Net revenues increased by ~~$3.6~~$60.2 million, or ~~0.9%~~15.6%, during the three months ended December ~~31, 2022~~30, 2023 as compared to the three months ended December 25, 2021, despite more than 90% of our mainland China stores experiencing some form of closure, restricted operating hours, or reduced staffing due to higher levels of infection rates following China's relaxation of its zero-COVID policy.31, 2022. On a constant currency basis, net revenues increased by ~~$60.0~~$67.5 million, or ~~15.7%~~17.5%.

The ~~$3.6~~$60.2 million increase in Asia net revenues was driven by:

•a ~~$6.3~~$63.9 million increase ~~related to our Asia wholesale business, reflecting increases most notably in Japan and Australia, partially offset by unfavorable foreign currency effects of $3.1 million.~~

~~This increase was partially offset by:~~

•~~a $2.7 million decrease~~ related to our Asia retail business, inclusive of unfavorable foreign currency effects of ~~$53.3~~$7.1 million. On a constant currency basis, net revenues increased by ~~$50.6~~$71.0 million, reflecting increases of ~~$26.2~~$45.8 million in ~~non-comparable~~comparable store sales and ~~$24.4~~$25.2 million in ~~comparable~~non-comparable store sales. The following table summarizes the percentage change in comparable store sales related to our Asia retail business:


	% Change
Digital commerce	2125	%
Brick and mortar	713	%
Total comparable store sales	814	%

This increase was partially offset by a $3.7 million decline related to our Asia wholesale business, inclusive of unfavorable foreign currency effects of $0.2 million.

Gross Profit. Gross profit ~~decreased~~increased by ~~$7.4~~$95.3 million, or ~~0.6%~~8.0%, to ~~$1.191~~$1.286 billion for the three months ended December ~~31, 2022,~~30, 2023, including ~~unfavorable~~favorable foreign currency effects of ~~$104.5~~$8.6 million. Gross profit as a percentage of net revenues ~~declined~~increased to 66.5% for the three months ended December 30, 2023 from 65.0% for the three months ended December 31, ~~2022 from 66.0% for the three months ended December 25, 2021.~~2022. The ~~100~~150 basis point ~~decrease~~increase was primarily driven by ~~inflationary cost pressures, unfavorable foreign currency effects,~~lower freight costs, favorable geographic and channel mix, higher pricing, and lower non-routine inventory charges recorded during the three months ended December ~~31, 2022~~30, 2023 as compared to the prior fiscal year period, all partially offset by ~~improved pricing.~~higher product costs.

Gross profit as a percentage of net revenues is dependent upon a variety of factors, including changes in the relative sales mix among distribution channels, changes in the mix of products sold, pricing, the timing and level of promotional activities, foreign currency exchange rates, and fluctuations in ~~material~~product costs. These factors, among others, may cause gross profit as a percentage of net revenues to fluctuate from period to period.


			44			47

Selling, General, and Administrative Expenses. SG&A expenses include costs relating to compensation and benefits, advertising and marketing, rent and occupancy, distribution, information technology, legal, depreciation and amortization, bad debt, and other selling and administrative costs. SG&A expenses ~~decreased~~increased by ~~$8.0~~$66.8 million, or ~~0.9%~~7.4%, to ~~$900.8~~$967.6 million for the three months ended December ~~31, 2022,~~30, 2023, including ~~favorable~~unfavorable foreign currency effects of ~~$53.0~~$3.5 million. SG&A expenses as a percentage of net revenues ~~declined~~increased to 50.0% for the three months ended December 30, 2023 from 49.2% for the three months ended December 31, ~~2022 from 50.1% for the three months ended December 25, 2021.~~2022. The 9080 basis point ~~improvement~~increase was ~~largely~~ driven by ~~lower marketing~~operating deleverage as SG&A expense growth outpaced revenue growth, largely attributable to geographic and ~~advertising expenses due to a more normalized quarterly cadence~~channel mix resulting from growth of ~~marketing investments compared to the prior fiscal year period.~~our international and retail businesses which typically carry higher operating expense margins.

The ~~$8.0~~$66.8 million ~~decrease~~increase in SG&A expenses was driven by:


	Three Months Ended December ~~31, 2022~~30, 2023 Compared to Three Months Ended December ~~25, 2021~~31, 2022
	(millions)
SG&A expense category:
Compensation-related expenses	$	37.0
Rent and occupancy expenses	13.4
Marketing and advertising expenses	$10.8		~~(11.7)~~
~~Rent and occupancy expenses~~	~~(5.6)~~
~~Compensation-related expenses~~	~~(5.6)~~
~~Non-income tax expenses~~	~~(4.8)~~
~~Selling-related expenses~~	~~(4.2)~~
~~Shipping and handling costs~~	~~9.7~~
~~Consulting and professional fees~~	~~4.6~~
~~Staff-related expenses~~	~~4.5~~
Other	~~5.1~~5.6
Total ~~decrease~~increase in SG&A expenses	$	~~(8.0)~~66.8

Restructuring and Other Charges, Net. During the three-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, we recorded restructuring charges of $1.0 million and $0.8 million, ~~and $1.9 million,~~ respectively, ~~consisting of restructuring-related other cash charges,~~ as well as other charges of ~~$7.0~~$4.7 million and ~~$1.4~~$7.0 million, 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. Additionally, during the three months ended December ~~25, 2021,~~30, 2023, we recognized ~~$3.1~~$5.0 million of income ~~primarily~~ related to ~~a certain revenue share clause~~consideration received from Regent, L.P. ("Regent") in connection with our ~~agreement with Regent for the sale of~~previously sold Club Monaco ~~that entitled us to receive a portion of the sales generated by the Club Monaco business during a four-month business transition period.~~business.

Operating Income. Operating income ~~decreased~~increased by ~~$7.0~~$35.6 million, or ~~2.4%~~12.6%, to ~~$282.1~~$317.7 million for the three months ended December ~~31, 2022,~~30, 2023, reflecting ~~unfavorable~~favorable foreign currency effects of ~~$51.5~~$5.1 million. Additionally, ~~during the three-month periods ended December 31, 2022 and December 25, 2021,~~ our operating results ~~were negatively impacted by~~included net restructuring-related charges ~~impairment of assets,~~ and certain other charges (benefits) ~~totaling~~, which had a favorable impact of $0.2 million during the three months ended December 30, 2023 and an unfavorable impact of $11.8 million ~~and $0.1 million, respectively.~~during the three months ended December 31, 2022. Operating income as a percentage of net revenues was ~~15.4%~~16.4% for the three months ended December ~~31, 2022,~~30, 2023, reflecting a 50100 basis point ~~decline~~increase from the prior fiscal year period. The ~~decline~~increase in operating income as a percentage of net revenues was primarily driven by the ~~decrease~~increase in our gross margin, and higher net restructuring-related charges, impairment of assets, and certain other charges (benefits) recorded during the three months ended December 31, 2022 as compared to the prior fiscal year period, partially offset by the ~~decline~~increase in SG&A expenses as a percentage of net revenues, ~~all~~both as previously discussed.


			45			48

Operating income and margin for our segments, as well as a discussion of the changes in each reportable segment's operating margin from the comparable prior fiscal year period, are provided below:


			Three Months Ended										Three Months Ended
			December 31, 2022			December 25, 2021							December 30, 2023					December 31, 2022
			Operating Income		Operating Margin	Operating Income		Operating Margin	$ Change		Margin Change		Operating Income			Operating Margin			Operating Income				Operating Margin		$ Change				Margin Change
			(millions)			(millions)			(millions)				(millions)						(millions)						(millions)
Segment:	Segment:
North America	North America		$	214.9	22.9%	$	229.6	24.7%	$	(14.7)	(180 bps)
North America
North America													$	204.6		21.9%			$	214.9			22.9%		$	(10.3)			(100 bps)
Europe	Europe		109.6		23.3%	97.1		21.0%	12.5		230 bps	Europe	123.4		23.7%		23.7%				109.6	23.3%		23.3%			13.8	40 bps		40 bps
Asia	Asia		89.8		23.3%	85.6		22.4%	4.2		90 bps	Asia	108.2		24.2%		24.2%				89.8	23.3%		23.3%			18.4	90 bps		90 bps
Other non-reportable segments	Other non-reportable segments		36.9		94.3%	38.5		93.4%	(1.6)		90 bps	Other non-reportable segments	29.4		89.9%		89.9%				36.9	94.3%		94.3%			(7.5)	(440 bps)		(440 bps)
			451.2			450.8			0.4
		465.6
Unallocated corporate expenses
Unallocated corporate expenses
Unallocated corporate expenses	Unallocated corporate expenses		(161.3)			(161.5)			0.2
Unallocated restructuring and other charges, net	Unallocated restructuring and other charges, net		(7.8)			(0.2)			(7.6)
Unallocated restructuring and other charges, net
Unallocated restructuring and other charges, net
Total operating income	Total operating income		$	282.1	15.4%	$	289.1	15.9%	$	(7.0)	(50 bps)
Total operating income
Total operating income													$	317.7		16.4%			$	282.1			15.4%		$	35.6			100 bps

North America operating margin declined by ~~180~~100 basis points, primarily due to the net unfavorable ~~impacts~~impact of approximately ~~170~~150 basis points ~~attributable to our retail business,~~ driven by an increase in SG&A expenses as a percentage of net revenues, ~~and a~~partially offset by an increase in gross margin, both largely attributable to channel mix. This decline in ~~our gross~~operating margin ~~and 40~~was partially offset by the favorable impact of 50 basis points attributable to ~~higher~~lower non-routine inventory charges recorded during the three months ended December ~~31, 2022~~30, 2023 as compared to the prior fiscal year period. ~~These declines~~

Europe operating margin improved by 40 basis points, primarily due in ~~operating margin were partially offset by~~part to the net favorable impact of approximately 3010 basis points ~~related to our wholesale business, largely attributable to~~driven by an increase in ~~our~~ gross margin, ~~partially~~largely offset by an increase in SG&A expenses as a percentage of net ~~revenues.~~

~~Europe~~revenues, both largely attributable to channel mix. The overall improvement in operating margin ~~improved by 230 basis points, primarily due to the~~ also reflected favorable ~~impacts~~foreign currency effects of ~~approximately 360~~20 basis points and ~~180 basis points related to our wholesale and retail businesses, respectively, both largely driven by a decline in SG&A expenses as a percentage~~the favorable impact of net revenues. The improvement in our wholesale business also reflected an increase in our gross margin. These improvements in operating margin were partially offset by the unfavorable impacts of 290 basis points related to foreign currency effects and 2010 basis points attributable to ~~higher~~lower non-routine inventory charges recorded during the three months ended December ~~31, 2022~~30, 2023 as compared to the prior fiscal year period.

Asia operating margin improved by 90 basis points, primarily due to the net favorable impact of approximately ~~270~~80 basis points ~~related to our retail business, largely~~ driven by a decline in SG&A expenses as a percentage of net revenues, ~~and an increase~~partially offset by a decline in ~~our~~ gross margin. The overall improvement in operating margin also reflected ~~the~~ favorable impacts of approximately 40 basis points attributable to other factors, most notably favorable channel mix. These improvements in operating margin were partially offset by the unfavorable impact of 220 basis points attributable to foreign currency ~~effects.~~effects of 10 basis points.

Unallocated corporate expenses decreased by ~~$0.2~~$14.1 million to ~~$161.3~~$147.2 million during the three months ended December ~~31, 2022.~~30, 2023. The ~~slight~~ decline in unallocated corporate expenses was due to lower ~~compensation-related~~marketing and advertising expenses of ~~$7.2~~$12.3 million, lower ~~non-income tax expenses~~consulting fees of ~~$4.4~~$5.3 million, and lower other expenses of ~~$1.1~~$13.0 million, partially offset by higher ~~marketing and advertising~~compensation-related expenses of ~~$7.2 million and higher consulting fees of $5.3~~$16.5 million.

Unallocated restructuring and other charges, net ~~increased~~decreased by ~~$7.6~~$7.1 million to ~~$7.8~~$0.7 million during the three months ended December ~~31, 2022,~~30, 2023, as previously discussed above and in Note 87 to the accompanying consolidated financial statements.

Non-operating Income (Expense), Net. Non-operating income (expense), net is comprised of interest expense, interest income, and other income (expense), net, which includes foreign currency gains (losses), equity in income (losses) from our equity-method investees, and other non-operating expenses. During the ~~three-month periods~~three months ended December ~~31, 2022 and December 25, 2021,~~30, 2023, we reported non-operating income, net, of $12.1 million as compared to non-operating expense, net of $1.7 million ~~and $11.9~~during the three months ended December 31, 2022. The $13.8 million ~~respectively. The $10.2 million decrease~~increase in non-operating ~~expense,~~income, net was ~~driven by:~~

•mainly due to a ~~$7.2~~$12.1 million increase in interest income ~~primarily~~ driven by higher interest rates in financial ~~markets;~~

•~~a $1.6 million increase in other income, net primarily driven by~~markets and the higher ~~net foreign currency gains~~average on-hand cash, cash equivalents, and short-term investments balance during the ~~three months ended December 31, 2022~~current fiscal year period as compared to the prior fiscal year ~~period; and~~


			49

•a $1.4 million decline in interest expense, primarily driven by the lower average level of outstanding debt during the three months ended December 31, 2022 as compared to the prior fiscal year period resulting from our repayment of the 1.700% Senior Notes that matured on June 15, 2022 (see "~~Financial Condition and Liquidity — Cash Flows").~~period.

Income Tax Provision. The income tax provision represents federal, foreign, state and local income taxes. Our effective tax rate will change from period to period based on various factors including, but not limited to, the geographic mix of earnings, the timing and amount of foreign dividends, enacted tax legislation, state and local taxes, tax audit findings and settlements, and the interaction of various global tax strategies.


			46

The income tax provision and effective tax rate for the three months ended December ~~31, 2022~~30, 2023 were ~~$63.9~~$53.2 million and ~~22.8%~~16.1%, respectively, as compared to ~~$59.5~~$63.9 million and ~~21.4%~~22.8%, respectively, for the three months ended December ~~25, 2021.~~31, 2022. The ~~$4.4~~$10.7 million ~~increase~~decrease in our income tax provision was primarily driven by ~~our higher pretax income and~~ a ~~140~~670 basis point ~~increase~~decline in our effective tax ~~rate.~~rate, partially offset by an increase in our pretax income. The ~~increase~~decline in our effective tax rate was primarily due to a deferred tax benefit recognized as a result of transactions entered into as part of a reorganization of the ~~absence~~Company's legal entity structure and the favorable tax impact of ~~certain favorable permanent adjustments taken during~~earnings generated in lower taxed foreign jurisdictions versus the ~~prior fiscal year period, partially offset by favorable return to provision adjustments.~~U.S. See Note 98 to the accompanying consolidated financial statements.

Net Income. Net income ~~decreased~~increased to $276.6 million for the three months ended December 30, 2023, from $216.5 million for the three months ended December 31, ~~2022, from $217.7~~2022. The $60.1 million ~~for the three months ended December 25, 2021. The $1.2 million decrease~~increase in net income was due to our ~~lower~~higher operating income and ~~higher~~non-operating income, net, as well as the decrease in our income tax provision, ~~largely offset by a decline in non-operating expense, net,~~ all as previously discussed. ~~During the three-month periods ended December 31, 2022 and December 25, 2021,~~Additionally, our operating results ~~included~~during the three months ended December 30, 2023 were favorably impacted by net restructuring-related ~~charges, impairment of assets,~~benefits and certain other charges (benefits) ~~totaling~~of $0.2 million, which had an after-tax effect of increasing net income by $1.5 million. During the three months ended December 31, 2022, our operating results were negatively impacted by net restructuring-related charges and certain other charges (benefits) of $11.8 million, ~~and $0.1 million, respectively,~~ which had an after-tax effect of reducing net income by $9.6 ~~million and $0.4 million, respectively.~~million.

Net Income per Diluted Share. Net income per diluted share increased to $4.19 for the three months ended December 30, 2023, from $3.20 for the three months ended December 31, ~~2022, from $2.93 for the three months ended December 25, 2021.~~2022. The ~~$0.27~~$0.99 per share increase was primarily driven by the higher level of net income, as previously discussed, and lower weighted-average diluted shares outstanding during the three months ended December ~~31, 2022~~30, 2023 driven by our share repurchases during the last twelve months. Net income per diluted share for the three-month periods ended December 30, 2023 and December 31, 2022 were favorably impacted by $0.02 per share and ~~December 25, 2021 were~~ negatively impacted by $0.15 ~~per share and $0.01~~ per share, respectively, as a result of net restructuring-related charges ~~impairment of assets,~~ and certain other charges (benefits), as previously discussed.


			47			50

Nine Months Ended December ~~31, 2022~~30, 2023 Compared to Nine Months Ended December ~~25, 2021~~31, 2022


		Nine Months Ended												Nine Months Ended
		December 31, 2022			December 25, 2021			$ Change		% / bps Change				December 30, 2023					December 31, 2022						$ Change					% / bps Change
		(millions, except per share data)												(millions, except per share data)
Net revenues	Net revenues	$	4,902.8		$	4,695.8		$	207.0	4.4	%	Net revenues		$	5,063.5		$		$	4,902.8			$		$	160.7		3.3			3.3		%
Cost of goods sold	Cost of goods sold	(1,687.6)			(1,514.4)			(173.2)		11.4	%	Cost of goods sold		(1,675.4)			(1,687.6)			(1,687.6)				12.2			12.2		(0.7				(0.7	%)
Gross profit	Gross profit	3,215.2			3,181.4			33.8		1.1	%	Gross profit		3,388.1			3,215.2			3,215.2				172.9			172.9		5.4				5.4	%
Gross profit as % of net revenues	Gross profit as % of net revenues	65.6		%	67.8		%			(220 bps)		Gross profit as % of net revenues		66.9		%			65.6		%												130 bps
Selling, general, and administrative expenses	Selling, general, and administrative expenses	(2,530.7)			(2,391.9)			(138.8)		5.8	%	Selling, general, and administrative expenses		(2,693.9)			(2,530.9)			(2,530.9)				(163.0)			(163.0)		6.4				6.4	%
SG&A expenses as % of net revenues	SG&A expenses as % of net revenues	51.6		%	50.9		%			70 bps		SG&A expenses as % of net revenues		53.2		%			51.6		%												160 bps
Impairment of assets		(0.2)			(19.3)			19.1		(99.2	%)

Restructuring and other charges, net
Restructuring and other charges, net
Restructuring and other charges, net	Restructuring and other charges, net	(20.3)			(8.6)			(11.7)		135.8	%		(45.6)			(20.3)		(20.3)				(25.3)			(25.3)			124.1			124.1		%
Operating income	Operating income	664.0			761.6			(97.6)		(12.8	%)	Operating income		648.6			664.0			664.0				(15.4)			(15.4)		(2.3				(2.3	%)
Operating income as % of net revenues	Operating income as % of net revenues	13.5		%	16.2		%			(270 bps)		Operating income as % of net revenues		12.8		%			13.5		%												(70 bps)
Interest expense	Interest expense	(33.3)			(40.3)			7.0		(17.4	%)	Interest expense		(30.6)			(33.3)			(33.3)				2.7			2.7		(8.3				(8.3	%)
Interest income	Interest income	18.8			4.4			14.4		330.8	%	Interest income		52.2			18.8			18.8				33.4			33.4		178.1				178.1	%
Other expense, net	Other expense, net	(6.8)			(0.4)			(6.4)		NM		Other expense, net		(4.3)			(6.8)			(6.8)				2.5			2.5		(34.3				(34.3	%)
Income before income taxes	Income before income taxes	642.7			725.3			(82.6)		(11.4	%)	Income before income taxes		665.9			642.7			642.7				23.2			23.2		3.6				3.6	%
Income tax provision	Income tax provision	(152.3)			(149.6)			(2.7)		1.8	%	Income tax provision		(110.3)			(152.3)			(152.3)				42.0			42.0		(27.6				(27.6	%)
Effective tax rate(a)	Effective tax rate(a)	23.7		%	20.6		%			310 bps		Effective tax rate(a)		16.6		%			23.7		%												(710 bps)
Net income	Net income	$	490.4		$	575.7		$	(85.3)	(14.8	%)	Net income		$	555.6		$		$	490.4			$		$	65.2		13.3			13.3		%
Net income per common share:	Net income per common share:
Basic	Basic	$	7.19		$	7.82		$	(0.63)	(8.1	%)
Basic
Basic														$	8.48				$	7.19					$	1.29				17.9		%
Diluted	Diluted	$	7.07		$	7.68		$	(0.61)	(7.9	%)	Diluted		$	8.31		$		$	7.07			$		$	1.24		17.5			17.5		%

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

~~NM Not meaningful.~~

Net Revenues. Net revenues increased by ~~$207.0~~$160.7 million, or ~~4.4%~~3.3%, to ~~$4.903~~$5.063 billion during the nine months ended December ~~31, 2022~~30, 2023 as compared to the nine months ended December ~~25, 2021,~~31, 2022, including ~~unfavorable~~favorable foreign currency effects of ~~$302.8~~$30.4 million. On a constant currency basis, net revenues increased by ~~$509.8~~$130.3 million, or ~~10.9%~~2.7%, ~~reflecting growth across all of~~driven by our reportable segments, despite revenue declines associated with the disposition of our former Club Monaco business at the end of the first quarter of Fiscal 2022 and the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022.international businesses.

The following table summarizes the percentage change in our consolidated comparable store sales for the nine months ended December ~~31, 2022~~30, 2023 as compared to the prior fiscal year period:


	% Change
Digital commerce	86	%
Brick and mortar	96	%
Total comparable store sales	86	%

Our global average store count increased by 9141 stores and concession shops during the nine months ended December ~~31, 2022~~30, 2023 compared with the nine months ended December ~~25, 2021,~~31, 2022, driven by new openings primarily in Asia.


			48			51

Net revenues for our segments, as well as a discussion of the changes in each reportable segment's net revenues from the comparable prior fiscal year period, are provided below:

Nine Months Ended $ Change Foreign Exchange Impact $ Change % Change
December 31,
2022 December 25,
2021 As
Reported Constant
Currency As
Reported Constant
Currency
(millions)
Net Revenues:
North America $ 2,364.9 $ 2,293.9 $ 71.0 $ (3.9) $ 74.9 3.1 % 3.3 %
Europe 1,378.4 1,313.3 65.1 (171.1) 236.2 5.0 % 18.0 %
Asia 1,036.7 940.7 96.0 (127.6) 223.6 10.2 % 23.8 %
Other non-reportable segments(a)
122.8 147.9 (25.1) (0.2) (24.9) (17.0 %) (16.9 %)
Total net revenues $ 4,902.8 $ 4,695.8 $ 207.0 $ (302.8) $ 509.8 4.4 % 10.9 %

~~(a)Reflects the disposition of our former Club Monaco business at the end of the first quarter of Fiscal 2022.~~


	Nine Months Ended				$ Change		Foreign Exchange Impact		$ Change		% Change
	December 30, 2023		December 31, 2022		As Reported				Constant Currency		As Reported		Constant Currency
	(millions)
Net Revenues:
North America	$	2,282.8	$	2,364.9	$	(82.1)	$	(2.3)	$	(79.8)	(3.5	%)	(3.4	%)
Europe	1,498.8		1,378.4		120.4		63.5		56.9		8.7	%	4.1	%
Asia	1,172.3		1,036.7		135.6		(30.8)		166.4		13.1	%	16.0	%
Other non-reportable segments	109.6		122.8		(13.2)		—		(13.2)		(10.8	%)	(10.8	%)
Total net revenues	$	5,063.5	$	4,902.8	$	160.7	$	30.4	$	130.3	3.3	%	2.7	%

North America net revenues — Net revenues ~~increased~~decreased by ~~$71.0~~$82.1 million, or ~~3.1%~~3.5%, during the nine months ended December ~~31, 2022~~30, 2023 as compared to the nine months ended December ~~25, 2021.~~31, 2022. On a constant currency basis, net revenues ~~increased~~decreased by ~~$74.9~~$79.8 million, or ~~3.3%~~3.4%.

The ~~$71.0~~$82.1 million ~~increase~~decline in North America net revenues was driven by:

•a ~~$42.8~~$108.7 million decline related to our North America wholesale business as we carefully manage sell-ins to our wholesale customers to better align with consumer demand, as well as the return to a more normalized timing of shipments following last year's supply chain disruption.

This decline was partially offset by:

•a $26.6 million increase related to our North America retail business. On a constant currency basis, net revenues increased by ~~$45.4~~$27.8 million, reflecting increases of ~~$35.9~~$26.8 million in comparable store sales and ~~$9.5~~$1.0 million in non-comparable store sales. The following table summarizes the percentage change in comparable store sales related to our North America retail business:


	% Change
Digital commerce	51	%
Brick and mortar	2	%
Total comparable store sales	2	%

•a $28.2 million increase related to our North America wholesale business largely driven by overall stronger consumer demand. This increase was realized despite the transition of our Chaps business to a fully licensed business model during the second quarter of Fiscal 2022 and U.S. customs-related inventory receipt delays during the third quarter of Fiscal 2023.

Europe net revenues — Net revenues increased by ~~$65.1~~$120.4 million, or ~~5.0%~~8.7%, during the nine months ended December ~~31, 2022~~30, 2023 as compared to the nine months ended December ~~25, 2021.~~31, 2022. On a constant currency basis, net revenues increased by ~~$236.2~~$56.9 million, or ~~18.0%~~4.1%.

The ~~$65.1~~$120.4 million increase in Europe net revenues was driven by:

•a $36.2 million increase related to our Europe wholesale business largely driven by overall stronger consumer demand, coupled with improved timing of inventory receipts and fulfillment of customer orders, all partially offset by unfavorable foreign currency effects of $89.0 million; and

•~~a $28.9~~an $86.8 million increase related to our Europe retail business, inclusive of ~~unfavorable~~favorable foreign currency effects of ~~$82.1~~$29.2 million. On a constant currency basis, net revenues increased by ~~$111.0~~$57.6 million, reflecting increases of ~~$77.5~~$46.0 million in comparable store sales and ~~$33.5~~$11.6 million in non-comparable store sales. The following table summarizes the percentage change in comparable store sales related to our Europe retail business:


	% Change
Digital commerce	11	%
Brick and mortar	166	%
Total comparable store sales	147	%

•a $33.6 million increase related to our Europe wholesale business largely driven by favorable foreign currency effects of $34.3 million and stronger re-order trends, largely offsetting the negative impact of lapping the prior fiscal year period's favorable post-pandemic wholesale allowances.


			49			52

Asia net revenues — Net revenues increased by ~~$96.0~~$135.6 million, or ~~10.2%~~13.1%, during the nine months ended December ~~31, 2022~~30, 2023 as compared to the nine months ended December ~~25, 2021, despite ongoing COVID-19-related disruptions continuing to sporadically occur throughout the fiscal year period.~~31, 2022. On a constant currency basis, net revenues increased by ~~$223.6~~$166.4 million, or ~~23.8%~~16.0%.

The ~~$96.0~~$135.6 million increase in Asia net revenues was driven by:

•a ~~$78.2~~$132.0 million increase related to our Asia retail business, inclusive of unfavorable foreign currency effects of ~~$120.1~~$28.9 million. On a constant currency basis, net revenues increased by ~~$198.3~~$160.9 million, reflecting increases of ~~$116.9~~$100.2 million in comparable store sales and ~~$81.4~~$60.7 million in non-comparable store sales. The following table summarizes the percentage change in comparable store sales related to our Asia retail business:


	% Change
Digital commerce	2619	%
Brick and mortar	1511	%
Total comparable store sales	1612	%

•a ~~$17.8~~$3.6 million increase related to our Asia wholesale business, ~~reflecting increases most notably in South Korea, Australia, and Japan, partially offset by~~inclusive of unfavorable foreign currency effects of ~~$7.5~~$1.9 million.

Gross Profit. Gross profit increased by ~~$33.8~~$172.9 million, or ~~1.1%~~5.4%, to ~~$3.215~~$3.388 billion for the nine months ended December ~~31, 2022,~~30, 2023, including ~~unfavorable~~favorable foreign currency effects of ~~$276.8~~$12.2 million. Gross profit as a percentage of net revenues ~~declined~~increased to 66.9% for the nine months ended December 30, 2023 from 65.6% for the nine months ended December 31, ~~2022 from 67.8% for the nine months ended December 25, 2021.~~2022. The ~~220~~130 basis point ~~decline~~increase was primarily driven by ~~inflationary cost pressures, unfavorable foreign currency effects,~~lower freight costs, favorable geographic and channel mix, higher pricing, and lower non-routine inventory charges recorded during the nine months ended December ~~31, 2022~~30, 2023 as compared to the prior fiscal year period, all partially offset by ~~improved pricing.~~higher product costs.

Selling, General, and Administrative Expenses. SG&A expenses increased by ~~$138.8~~$163.0 million, or ~~5.8%~~6.4%, to ~~$2.531~~$2.694 billion for the nine months ended December ~~31, 2022,~~30, 2023, including ~~favorable~~unfavorable foreign currency effects of ~~$135.3~~$0.3 million. SG&A expenses as a percentage of net revenues increased to 53.2% for the nine months ended December 30, 2023 from 51.6% for the nine months ended December 31, ~~2022 from 50.9% for the nine months ended December 25, 2021.~~2022. The 70160 basis point increase was ~~largely~~ driven by operating deleverage as SG&A expense growth outpaced revenue growth, largely attributable to geographic and channel mix resulting from growth of our international and retail businesses which typically carry higher ~~marketing and advertising expenses due to a more normalized quarterly cadence of marketing investments compared to the prior fiscal year period.~~operating expense margins.

The ~~$138.8~~$163.0 million increase in SG&A expenses was driven by:


	Nine Months Ended December ~~31, 2022~~30, 2023 Compared to Nine Months Ended December ~~25, 2021~~31, 2022
	(millions)
SG&A expense category:
Compensation-related expenses	$	94.4
Rent and occupancy costs	29.9
Marketing and advertising expenses	$15.0		~~36.6~~
~~Compensation-related expenses~~Depreciation and amortization expense	~~29.1~~9.5
~~Shipping and handling costs~~	~~22.4~~
~~Staff-related expenses~~	~~20.5~~
~~Consulting and professional fees~~	~~15.4~~
~~Selling-related expenses~~	~~13.4~~
~~Non-income tax expenses~~	~~(11.4)~~
Other	~~12.8~~14.2
Total net increase in SG&A expenses	$	~~138.8~~163.0

~~Impairment of Assets.~~ During the nine-month periods ended December 31, 2022 and December 25, 2021, we recorded impairment charges of $0.2 million and $19.3 million, respectively, to write-down certain long-lived assets. See Note 7 to the accompanying consolidated financial statements.


			53

Restructuring and Other Charges, Net. During the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021,~~31, 2022, we recorded net restructuring charges and benefits of ~~$6.2~~$38.3 million and ~~$4.4~~$6.2 million, respectively, primarily consisting of ~~other cash charges and~~ severance and benefits costs, ~~(reversals),~~ as well as other charges of ~~$17.6~~$14.3 million and ~~$7.3~~$17.6 million, 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. Additionally, during the nine-month periods ended December 30, 2023 and December 31, 2022, ~~and~~ ~~December 25, 2021,~~ we recognized ~~income of~~$7.0 million and $3.5 million, ~~and $3.1 million,~~ respectively, of income related to consideration received from Regent in connection with ~~the sale of~~our previously sold Club ~~Monaco.~~Monaco business. See Note 87 to the accompanying consolidated financial statements.


			50

Operating Income. Operating income decreased by ~~$97.6~~$15.4 million, or ~~12.8%~~2.3%, to ~~$664.0~~$648.6 million for the nine months ended December ~~31, 2022,~~30, 2023, reflecting ~~unfavorable~~favorable foreign currency effects of ~~$141.5~~$11.9 million. Our operating results during the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021~~31, 2022 were negatively impacted by net restructuring-related charges ~~impairment of assets,~~ and certain other charges (benefits) totaling ~~$31.3~~$40.7 million and ~~$15.2~~$31.3 million, respectively. Operating income as a percentage of net revenues was ~~13.5%~~12.8% for the nine months ended December ~~31, 2022,~~30, 2023, reflecting a ~~270~~70 basis point decline from the prior fiscal year period. The decline in operating income as a percentage of net revenues was primarily driven by higher net restructuring-related charges and certain other charges (benefits) recorded during the ~~decrease in our gross margin and~~nine months ended December 30, 2023 as compared to the prior fiscal year period, as well as the increase in SG&A expenses as a percentage of net revenues, ~~as well as higher net restructuring-related charges, impairment of assets, and certain other charges (benefits) recorded during~~partially offset by the ~~nine months ended December 31, 2022 as compared to the prior fiscal year period,~~increase in our gross margin, all as previously discussed.

Operating income and margin for our segments, as well as a discussion of the changes in each reportable segment's operating margin from the comparable prior fiscal year period, are provided below:

Nine Months Ended
December 31, 2022 December 25, 2021
Operating
Income Operating
Margin Operating
Income Operating
Margin $
Change Margin
Change
(millions) (millions) (millions)
Segment:
North America $ 474.8 20.1% $ 586.5 25.6% $ (111.7) (550 bps)
Europe 317.4 23.0% 353.4 26.9% (36.0) (390 bps)
Asia 234.2 22.6% 189.4 20.1% 44.8 250 bps
Other non-reportable segments(a)
114.1 93.0% 106.2 71.8% 7.9 2,120 bps
1,140.5 1,235.5 (95.0)
Unallocated corporate expenses (456.2) (465.3) 9.1
Unallocated restructuring and other charges, net (20.3) (8.6) (11.7)
Total operating income $ 664.0 13.5% $ 761.6 16.2% $ (97.6) (270 bps)

~~(a)Reflects the disposition of our Club Monaco business at the end of the first quarter of Fiscal 2022.~~


	Nine Months Ended
	December 30, 2023			December 31, 2022
	Operating Income		Operating Margin	Operating Income		Operating Margin	$ Change		Margin Change
	(millions)			(millions)			(millions)
Segment:
North America	$	440.1	19.3%	$	474.8	20.1%	$	(34.7)	(80 bps)
Europe	353.0		23.6%	317.4		23.0%	35.6		60 bps
Asia	269.9		23.0%	234.2		22.6%	35.7		40 bps
Other non-reportable segments	97.3		88.9%	114.1		93.0%	(16.8)		(410 bps)
	1,160.3			1,140.5			19.8
Unallocated corporate expenses	(466.1)			(456.2)			(9.9)
Unallocated restructuring and other charges, net	(45.6)			(20.3)			(25.3)
Total operating income	$	648.6	12.8%	$	664.0	13.5%	$	(15.4)	(70 bps)

North America operating margin declined by ~~550~~80 basis points, primarily due to the net unfavorable ~~impacts~~impact of approximately ~~390~~140 basis points ~~and 70 basis points related to our retail and wholesale businesses, respectively, both largely~~ driven by an increase in SG&A expenses as a percentage of net revenues, ~~and a~~partially offset by an increase in gross margin, both largely due to channel mix. This decline in ~~our gross margin. The~~ overall ~~decline in~~ operating margin ~~also reflected~~was partially offset by the ~~unfavorable~~favorable impact of 9060 basis points attributable to ~~higher~~lower non-routine inventory charges recorded during the nine months ended December ~~31, 2022~~30, 2023 as compared to the prior fiscal year period.

Europe operating margin ~~declined~~improved by ~~390~~60 basis points, primarily due to ~~the unfavorable impacts of 360 basis points attributable to~~favorable foreign currency effects ~~and approximately 130~~of 40 basis ~~points related to our retail business, primarily driven by a decline in our gross margin.~~points. The overall ~~decline~~improvement in operating margin also reflected approximately 30 basis points driven by an increase in gross margin, partially offset by an increase in SG&A expenses as a percentage of net revenues, both largely due to channel mix. The improvement also reflected the ~~unfavorable~~favorable impact of 20 basis points attributable to ~~higher~~lower non-routine inventory charges recorded during the nine months ended December ~~25, 2021~~30, 2023 as compared to the ~~current~~prior fiscal year period. These ~~declines~~improvements in operating margin were partially offset by the ~~favorable~~unfavorable impact of approximately ~~120~~30 basis points ~~related to our wholesale business, largely~~ attributable to ~~an increase in our gross margin and a decline in SG&A expenses as a percentage of net revenues.~~channel mix.

Asia operating margin improved by ~~250~~40 basis points, primarily due to the net favorable impact of approximately ~~340~~60 basis points ~~related to our retail business,~~ largely driven by a decline in SG&A expenses as a percentage of net revenues, ~~and an increase~~partially offset by a decline in ~~our~~ gross margin. ~~The~~This overall improvement in operating margin ~~also reflected 10 basis points attributable to lower impairment of assets recorded during the nine months ended December 31, 2022 as compared to the prior fiscal year period, as~~


			54

~~well as approximately 50 basis points attributable to other factors, most notably favorable channel mix. These increases in operating margin were~~was partially offset by ~~the~~ unfavorable ~~impact of 150 basis points attributable to~~ foreign currency ~~effects.~~effects of 20 basis points.

Unallocated corporate expenses ~~decreased~~increased by ~~$9.1~~$9.9 million to ~~$456.2~~$466.1 million during the nine months ended December ~~31, 2022.~~30, 2023. The ~~decline~~increase in unallocated corporate expenses was due to ~~lower impairment charges of $17.3 million, lower~~higher compensation-related expenses of ~~$12.4~~$41.8 million, partially offset by lower consulting fees of $8.7 million, lower ~~non-income taxes~~marketing and advertising expenses of ~~$10.9~~$7.2 million, and lower other expenses of ~~$6.0 million, partially offset by higher marketing and advertising expenses of $24.0 million and higher consulting fees of $13.5~~$16.0 million.

Unallocated restructuring and other charges, net increased by ~~$11.7~~$25.3 million to ~~$20.3~~$45.6 million during the nine months ended December ~~31, 2022,~~30, 2023, as previously discussed above and in Note 87 to the accompanying consolidated financial statements.


			51

Non-operating Income (Expense), Net. During the ~~nine-month periods~~nine months ended December ~~31, 2022 and December 25, 2021,~~30, 2023, we reported non-operating income, net of $17.3 million as compared to non-operating expense, net of $21.3 million ~~and $36.3~~during the nine months ended December 31, 2022. The $38.6 million ~~respectively. The $15.0 million decrease~~increase in non-operating ~~expense,~~income, net was ~~driven by:~~

•mainly due to a ~~$14.4~~$33.4 million increase in interest income ~~primarily~~ driven by higher interest rates in financial ~~markets;~~markets and

•~~a $7.0 million decrease in interest expense, primarily driven by~~ the ~~lower~~higher average ~~level of outstanding debt~~on-hand cash, cash equivalents, and short-term investments balance during the ~~nine months ended December 31, 2022~~current fiscal year period as compared to the prior fiscal year ~~period resulting from our repayment of the 1.700% Senior Notes that matured on June 15, 2022 (see "~~period.~~Financial Condition and Liquidity — Cash Flows").~~

These favorable variances were partially offset by an increase in other expense, net of $6.4 million, primarily driven by higher net foreign currency losses during the nine months ended December 31, 2022 as compared to the prior fiscal year period.

Income Tax Provision. The income tax provision and effective tax rate for the nine months ended December ~~31, 2022~~30, 2023 were $110.3 million and 16.6%, respectively, compared to $152.3 million and 23.7%~~, respectively, compared to $149.6 million and 20.6%~~, respectively, for the nine months ended December ~~25, 2021.~~31, 2022. The ~~$2.7~~$42.0 million ~~increase~~decrease in our income tax provision was primarily driven by a ~~310~~710 basis point ~~increase~~decline in our effective tax rate, partially offset by ~~the decline~~an increase in our pretax income. The ~~increase~~decline in our effective tax rate was ~~primarily~~ due to ~~the absence of prior year~~a deferred tax ~~adjustments for certain~~benefit recognized as a result of transactions entered into as part of a reorganization of the Company's legal entity structure, the favorable impact of remeasuring net deferred tax ~~liabilities~~assets as a result of recently enacted changes in tax legislation, and the absence of unfavorable prior year adjustments related to certain ~~favorable permanent adjustments, partially offset~~deferred tax assets and receivables. The decline in our effective tax rate was also due to a one-time tax benefit of $11.8 million recorded during the second quarter of Fiscal 2024 in connection with Swiss tax reform and the European Union's anti-tax avoidance directive, which lowered our effective tax rate by ~~favorable return to provision adjustments.~~170 basis points. See Note 98 to the accompanying consolidated financial statements.

Net Income. Net income ~~decreased~~increased to $555.6 million for the nine months ended December 30, 2023, from $490.4 million for the nine months ended December 31, ~~2022, from $575.7~~2022. The $65.2 million ~~for the nine months ended December 25, 2021. The $85.3 million decrease~~increase in net income was primarily due to a decrease in our income tax provision, as well as an increase in non-operating income, net, partially offset by the decline in our operating income, ~~partially offset by a decline in non-operating expense, net, both~~all as previously discussed. Our operating results during the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021~~31, 2022 were negatively impacted by net restructuring-related charges ~~impairment of assets,~~ and certain other charges (benefits) totaling ~~$31.3~~$40.7 million and ~~$15.2~~$31.3 million, respectively, which had an after-tax effect of reducing net income by $30.2 million and $24.3 million, ~~and~~respectively. Net income during the nine months ended December 30, 2023 also reflected an income tax benefit of $11.8 million ~~respectively.~~recorded in connection with Swiss tax reform and the European Union's anti-tax avoidance directive, as previously discussed.

Net Income per Diluted Share. Net income per diluted share ~~decreased~~increased to $8.31 for the nine months ended December 30, 2023, from $7.07 for the nine months ended December 31, ~~2022, from $7.68 for the nine months ended December 25, 2021.~~2022. The ~~$0.61~~$1.24 per share ~~decrease~~increase was primarily driven by the ~~lower~~higher level of net income, as previously discussed, ~~partially offset by~~and lower weighted-average diluted shares outstanding during the nine months ended December ~~31, 2022~~30, 2023 driven by our share repurchases during the last twelve months. Net income per diluted share for the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021~~31, 2022 were also negatively impacted by ~~$0.35~~$0.45 per share and ~~$0.15~~$0.35 per share, respectively, attributable to net restructuring-related charges ~~impairment of assets,~~ and certain other charges (benefits), as previously discussed. Net income per diluted share during the nine months ended December 30, 2023 was also favorably impacted by $0.18 due to an income tax benefit recorded in connection with Swiss tax reform and the European Union's anti-tax avoidance directive, as previously discussed.


			52			55

FINANCIAL CONDITION AND LIQUIDITY

Financial Condition

The following table presents our financial condition as of December ~~31, 2022~~30, 2023 and April ~~2, 2022:~~1, 2023:


			December 31, 2022		April 2, 2022		$ Change
		December 30, 2023								December 30, 2023	April 1, 2023	$ Change
			(millions)						(millions)
Cash and cash equivalents	Cash and cash equivalents		$	1,566.1	$	1,863.8	$	(297.7)
Short-term investments	Short-term investments		131.4		734.6		(603.2)

Current portion of long-term debt(a)			—		(499.8)		499.8

Long-term debt(a)

Long-term debt(a)

Long-term debt(a)	Long-term debt(a)		(1,138.0)		(1,136.5)		(1.5)
Net cash and short-term investments	Net cash and short-term investments		$	559.5	$	962.1	$	(402.6)
Equity	Equity		$	2,467.8	$	2,536.0	$	(68.2)

(a)See Note 109 to the accompanying consolidated financial statements for discussion of the carrying values of our debt.

The ~~decrease~~increase in our net cash and short-term investments position at December ~~31, 2022~~30, 2023 as compared to April ~~2, 2022~~1, 2023 was primarily due to our operating cash flows of $948.7 million, partially offset by our use of cash to support Class A common stock repurchases of ~~$445.8~~$328.8 million, including withholdings in satisfaction of tax obligations for stock-based compensation awards, to make dividend payments of $146.7 million, and to invest in our business through ~~$155.9~~$124.9 million in capital expenditures, and to make dividend payments of $148.8 million, as well as the unfavorable effect of exchange rate changes on our cash, cash equivalents, and restricted cash of $23.2 million, partially offset by operating cash flows of $397.0 million.expenditures.

The ~~decrease~~increase in our equity was attributable to our comprehensive income and the net impact of stock-based compensation arrangements, partially offset by our share repurchase activity and dividends declared during the nine months ended December ~~31, 2022, partially offset by our comprehensive income and the net impact of stock-based compensation arrangements.~~30, 2023.

Cash Flows

The following table details our cash flows for the nine-month periods ended December ~~31, 2022~~30, 2023 and December ~~25, 2021:~~31, 2022:




		Nine Months Ended
		December 31, 2022		December 25, 2021		$ Change		December 30, 2023		December 31, 2022	$ Change
		(millions)							(millions)
Net cash provided by operating activities	Net cash provided by operating activities	$	397.0	$	821.7	$	(424.7)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	438.2		(635.8)		1,074.0
Net cash used in financing activities	Net cash used in financing activities	(1,110.5)		(458.3)		(652.2)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(23.2)		(30.2)		7.0
Net decrease in cash, cash equivalents, and restricted cash		$	(298.5)	$	(302.6)	$	4.1
Net increase (decrease) in cash, cash equivalents, and restricted cash

Net Cash Provided by Operating Activities. Net cash provided by operating activities was $948.7 million during the nine months ended December 30, 2023, as compared to $397.0 million during the nine months ended December 31, ~~2022, as compared to $821.7 million during the nine months ended December 25, 2021.~~2022. The ~~$424.7~~$551.7 million net ~~decrease~~increase in cash provided by operating activities was due to a net ~~unfavorable~~favorable change related to our operating assets and liabilities, including our working capital, as compared to the prior fiscal year period, as well as ~~the decline~~an increase in net income before non-cash charges.

The net ~~unfavorable~~favorable change related to our operating assets and liabilities, including our working capital, was primarily driven by:

•a favorable change related to our inventories, largely driven by a more normalized receipt cadence;

•a net ~~unfavorable~~favorable change in our ~~accounts payable and~~ accrued liabilities largely driven by the impact of a ~~decrease in our~~lower bonus ~~accrual and the timing of cash payments, coupled with an unfavorable~~achievement level realized during Fiscal 2023 as compared to Fiscal 2022, a favorable change in our ~~dividends payable related~~restructuring reserve due to ~~the temporary suspension and subsequent resumption of our quarterly cash dividend program in Fiscal 2022;~~an


			53			56

increase in restructuring charges recorded during the current fiscal year period as compared to the prior fiscal year period, and a favorable change in accrued marketing and advertising due to timing of projects, as well as a favorable change in accounts payable driven by the timing of cash payments; and

•a ~~year-over-year increase in our inventory levels largely to support revenue growth, as well as the impact of earlier receipt timing to mitigate ongoing global supply chain delays; and~~

•~~an unfavorable~~favorable change related to our accounts receivable, largely driven by ~~stronger performance~~a decline in ~~our~~ wholesale ~~businesses, as well as~~net revenues and timing of cash receipts.

These ~~decreases~~increases related to our operating assets and liabilities were partially offset by:

•~~a favorable~~an unfavorable change related to our income tax receivables and payables largely driven by ~~the~~ timing of cash receipts and payments, respectively.

Net Cash Provided by (Used in) Investing Activities. Net cash used in investing activities was $204.2 million during the nine months ended December 30, 2023, as compared to net cash provided by investing activities ~~was~~of $438.2 million during the nine months ended December 31, ~~2022, as compared to cash used in investing activities of $635.8~~2022. The $642.4 million ~~during the nine months ended December 25, 2021. The $1.074 billion~~ net increase in cash ~~provided by~~used in investing activities was primarily driven by:

•a ~~$1.119 billion increase~~$677.6 million decrease in proceeds from sales and maturities of investments, less purchases of investments. During the nine months ended December ~~31, 2022,~~30, 2023, we ~~received~~made net investment purchases of $78.3 million, as compared to receiving net proceeds from sales and maturities of investments of $599.3 million ~~as compared to making net purchases of investments of $520.1 million~~ during the nine months ended December ~~25, 2021.~~31, 2022.

This increase in cash ~~provided by~~used in investing activities was partially offset by:

•a ~~$42.3~~$31.0 million ~~increase~~decrease in capital expenditures. During the nine months ended December ~~31, 2022,~~30, 2023, we spent ~~$155.9~~$124.9 million on capital expenditures, as compared to ~~$113.6~~$155.9 million during the nine months ended December ~~25, 2021.~~31, 2022. Our capital expenditures during the nine months ended December ~~31, 2022~~30, 2023 primarily related to store openings and renovations, as well as enhancements to our information technology systems.

Over the course of Fiscal ~~2023,~~2024, we expect to spend approximately ~~$240~~$200 million to ~~$250~~$225 million on capital expenditures primarily related to store opening and renovations, as well as enhancements to our information technology systems.

Net Cash Used in Financing Activities. Net cash used in financing activities was $491.8 million during the nine months ended December 30, 2023, as compared to $1.111 billion during the nine months ended December 31, ~~2022, as compared to $458.3 million during the nine months ended December 25, 2021.~~2022. The ~~$652.2~~$618.7 million net ~~increase~~decrease in cash used in financing activities was primarily driven by:

•a $500.0 million ~~increase~~decrease in cash used to repay debt. During the nine months ended December 30, 2023, we did not issue or repay any debt. On a comparative basis, during the nine months ended December 31, 2022, we repaid our previously outstanding $500.0 million principal amount of unsecured 1.700% senior notes that matured on June 15, ~~2022. On a comparative basis, during the nine months ended December 25, 2021, we did not issue or repay any debt;~~2022; and

•a ~~$105.4~~$117.0 million ~~increase~~decrease in cash used to repurchase shares of our Class A common stock. During the nine months ended December ~~31, 2022,~~30, 2023, we used ~~$411.8~~$277.7 million to repurchase shares of our Class A common stock pursuant to our common stock repurchase program, ~~(which had been temporarily paused in connection with the COVID-19 pandemic but subsequently resumed during the third quarter of Fiscal 2022),~~ and an additional ~~$34.0~~$51.1 million in shares of our Class A common stock were surrendered or withheld in satisfaction of withholding taxes in connection with the vesting of awards under our long-term stock incentive plans. On a comparative basis, during the nine months ended December ~~25, 2021,~~31, 2022, we used ~~$300.0~~$411.8 million to repurchase shares of our Class A common stock pursuant to our common stock repurchase program, and an additional ~~$40.4~~$34.0 million in shares of our Class A common stock were surrendered or withheld for ~~taxes; and~~taxes.

•a $47.7 million increase in payments of dividends, due to the reinstatement of our quarterly cash dividend program during Fiscal 2022 after being temporarily suspended at the beginning of the COVID-19 pandemic as a preemptive action to preserve cash and strengthen our liquidity position, as discussed in "~~Dividends~~" below, as well as an increase to the quarterly cash dividend per share. Dividends paid amounted to $148.8 million and $101.1 million during the nine-month periods ended December 31, 2022 and December 25, 2021, respectively.


			57

Sources of Liquidity

Our primary sources of liquidity are the cash flows generated from our operations, our available cash and cash equivalents and short-term investments, availability under our credit and overdraft facilities and commercial paper program, and other available financing options.

During the nine months ended December ~~31, 2022,~~30, 2023, we generated ~~$397.0~~$948.7 million of net cash flows from our operations. As of December ~~31, 2022,~~30, 2023, we had ~~$1.697~~$1.917 billion in cash, cash equivalents, and short-term investments, of which ~~$868.1 million~~$1.269 billion were held by our subsidiaries domiciled outside the U.S. We are not dependent on foreign cash to fund our domestic operations.


			54

Undistributed foreign earnings generated on or before December 31, 2017 that were subject to the one-time mandatory transition tax in connection with U.S. tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "TCJA") are not considered to be permanently reinvested and may be repatriated to the U.S. in the future with minimal or no additional U.S. taxation. We intend to permanently reinvest undistributed foreign earnings generated after December 31, 2017 that were not subject to the one-time mandatory transition tax. However, if our plans change and we choose to repatriate post-2017 earnings to the U.S. in the future, we would be subject to applicable U.S. and foreign taxes.

The following table presents the total availability, borrowings outstanding, and remaining availability under our credit and overdraft facilities and Commercial Paper Program as of December ~~31, 2022:~~30, 2023:

December 31, 2022

December 30, 2023

Description(a)

Total
Availability

Borrowings
Outstanding

Remaining
Availability

Description(a)

Total
Availability

Borrowings
Outstanding

Remaining
Availability

(millions)

Global Credit Facility and Commercial Paper Program(b)

500

(c)

491

Pan-Asia Credit Facilities

—

Pan-Asia Overdraft Facilities

—

Japan Overdraft Facility

(a)As defined in Note 109 to the accompanying consolidated financial statements.

(b)Borrowings under the Commercial Paper Program are supported by the Global Credit Facility. Accordingly, we do not expect combined borrowings outstanding under the Commercial Paper Program and the Global Credit Facility to exceed ~~$500~~$750 million.

(c)Represents outstanding letters of credit for which we were contingently liable under the Global Credit Facility as of December ~~31, 2022.~~30, 2023.

We believe that the Global Credit Facility is adequately diversified with no undue concentration in any one financial institution. In particular, as of December ~~31, 2022,~~30, 2023, there were ~~eight~~seven financial institutions participating in the Global Credit Facility, with no one participant maintaining a maximum commitment percentage in excess of 20%. In accordance with the terms of the agreement, we have the ability to expand our borrowing availability under the Global Credit Facility to $1$1.500 billion through the full term of the facility, subject to the agreement of one or more new or existing lenders under the facility to increase their commitments.

Borrowings under the Pan-Asia Credit Facilities and ~~Pan-Asia~~Japan Overdraft Facility (collectively, the "Pan-Asia Borrowing Facilities") are guaranteed by the parent company and are granted at the sole discretion of the participating banks (as described within Note 109 to the accompanying consolidated financial statements), subject to availability of the respective banks' funds and satisfaction of certain regulatory requirements. We have no reason to believe that the participating institutions will be unable to fulfill their obligations to provide financing in accordance with the terms of the Global Credit Facility and the Pan-Asia Borrowing Facilities in the event of our election to draw additional funds in the foreseeable future.

Our sources of liquidity are used to fund our ongoing cash requirements, including working capital requirements, global retail store and digital commerce expansion, construction and renovation of shop-within-shops, investment in infrastructure, including technology, acquisitions, ~~joint ventures,~~ payment of dividends, debt repayments, Class A common stock repurchases, settlement of contingent liabilities (including uncertain tax positions), and other corporate activities, including our restructuring actions. We believe that our existing sources of cash, the availability under our credit facilities, and our ability to access capital markets will be sufficient to support our operating, capital, and debt service requirements for the foreseeable future, the ongoing development of our businesses, and our plans for further business expansion. However, prolonged periods of adverse economic conditions or business disruptions in any of our key regions, or a combination thereof, such as those resulting from pandemic


			58

diseases and other catastrophic events, could impede our ability to pay our obligations as they become due or return value to our shareholders, as well as delay previously planned expenditures related to our operations.

See Note 109 to the accompanying consolidated financial statements and Note 11 of the Fiscal ~~2022~~2023 10-K for additional information relating to our credit facilities.


			55

Supplier Finance Program

We support a voluntary supplier finance program which provides certain of our inventory suppliers the opportunity, at their sole discretion, to sell their receivables due from us (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 us and the supplier. Our vendor payment terms and amounts due are not impacted by a supplier's decision to participate in the program. We have not pledged any assets and do not provide guarantees under the supplier finance program. Our payment obligations outstanding under our supplier finance program were $173.3 million and $122.2 million as of December 30, 2023 and April 1, 2023, respectively, and were recorded within accounts payable in the consolidated balance sheets.

Debt and Covenant Compliance

In August 2018, we 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"). In June 2020, we 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 indenture and supplemental indentures governing the 3.750% Senior Notes and 2.950% Senior Notes (as supplemented, the "Indenture") contain certain covenants that restrict our 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 our property or assets to another party. However, the Indenture does not contain any financial covenants.

We have a credit facility that provides for a ~~$500~~$750 million senior unsecured revolving line of credit through ~~August 12, 2024,~~June 30, 2028, which ~~is also~~may be used for working capital needs, capital expenditures, certain investments, general corporate purposes, and for funding of acquisitions, as well as used to support the issuance of letters of credit and the maintenance of the Commercial Paper Program (the "Global Credit Facility"). 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. We have the ability to expand the borrowing availability under the Global Credit Facility to $1$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.

The Global Credit Facility contains a number of covenants, as described in Note 109 to the accompanying consolidated financial statements. As of December ~~31, 2022,~~30, 2023, no Event of Default (as such term is defined pursuant to the Global Credit Facility) has occurred under our Global Credit Facility. The Pan-Asia Borrowing Facilities do not contain any financial covenants.

See Note 109 to the accompanying consolidated financial statements and Note 11 of the Fiscal ~~2022~~2023 10-K for additional information relating to our debt and covenant compliance.

Common Stock Repurchase Program

Repurchases of shares of our Class A common stock are subject to overall business and market conditions, as well as other potential factors such as the temporary restrictions previously in place under our Global Credit Facility. Accordingly, in response to business disruptions related to the COVID-19 pandemic, effective beginning in the first quarter of Fiscal 2021, we temporarily suspended our common stock repurchase program as a preemptive action to preserve cash and strengthen our liquidity position. However, we resumed activities under our Class A common stock repurchase program during the third quarter of Fiscal 2022 as restrictions under our Global Credit Facility were lifted (see Note 11 of the Fiscal 2022 10-K) and overall business and market conditions have improved since the COVID-19 pandemic first emerged.

On February 2, 2022, our Board of Directors approved an expansion of our existing common stock repurchase program that allowed us to repurchase up to an additional $1.500 billion of our Class A common ~~stock.~~stock, excluding related excise taxes. As of December ~~31, 2022,~~30, 2023, the remaining availability under our Class A common stock repurchase program was approximately ~~$1.217 billion.~~$897 million. Repurchases of shares of our Class A common stock are subject to overall business and market conditions.

As discussed in Note 98 to the accompanying consolidated financial statements, the Inflation Reduction Act ("IRA") was signed into law by President Biden in August 2022. Among its various provisions, the IRA imposes a 1% excise tax on share repurchases made after December 31, 2022.

See Note 1413 to the accompanying consolidated financial statements for additional information relating to our Class A common stock repurchase program.


			56			59

Dividends

~~Except as discussed below, we~~We have generally maintained a regular quarterly cash dividend program on our common stock since 2003.

In response to business disruptions related to the COVID-19 pandemic, effective beginning in the first quarter of Fiscal 2021 we temporarily suspended our quarterly cash dividend program as a preemptive action to preserve cash and strengthen our liquidity position. On May 19, 2021, our Board of Directors approved the reinstatement of our quarterly cash dividend program at the pre-pandemic amount of $0.6875 per share.

On May 18, 2022, our Board of Directors approved an increase to the quarterly cash dividend on our common stock from $0.6875 to $0.75 per share.

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

See Note 1413 to the accompanying consolidated financial statements for additional information relating to our quarterly cash dividend program.

Material Cash Requirements

There have been no substantial changes to our material cash requirements as disclosed in our Fiscal ~~2022~~2023 10-K, other than those which occur in the ordinary course of business. Refer to the "Financial Condition and Liquidity — Contractual and Other Obligations" section of the MD&A in our Fiscal ~~2022~~2023 10-K for detailed disclosure of our material cash requirements as of April ~~2, 2022.~~1, 2023.

MARKET RISK MANAGEMENT

As discussed in Note 13 of the Fiscal ~~2022~~2023 10-K and Note 1211 to the accompanying consolidated financial statements, we are exposed to a variety of levels and types of risks, including the impact of changes in currency exchange rates on foreign currency-denominated balances, certain anticipated cash flows of our international operations, and the value of reported net assets of our foreign operations, as well as changes in the fair value of our fixed-rate debt obligations relating to fluctuations in benchmark interest rates. Accordingly, in the normal course of business we assess such risks and, in accordance with our established policies and procedures, may use derivative financial instruments to manage and mitigate them. We do not use derivatives for speculative or trading purposes.

Given our use of derivative instruments, we are exposed to the risk that the counterparties to such contracts will fail to meet their contractual obligations. To mitigate such counterparty credit risk, it is our policy 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. Our established policies and procedures for mitigating credit risk include ongoing review and assessment of the creditworthiness of our counterparties. We also enter into master netting arrangements with counterparties, when possible, to further mitigate credit risk. As a result of the above considerations, we do not believe that we are exposed to undue concentration of counterparty risk with respect to our derivative contracts as of December ~~31, 2022.~~30, 2023. However, we do have in aggregate ~~$57.1~~$25.8 million of derivative instruments in net asset positions held across ~~eight~~three creditworthy financial institutions.

Foreign Currency Risk Management

We manage our exposure to changes in foreign currency exchange rates using forward foreign currency exchange and cross-currency swap contracts. Refer to Note 1211 to the accompanying consolidated financial statements for a summary of the notional amounts and fair values of our outstanding forward foreign currency exchange and cross-currency swap contracts, as well as the impact on earnings and other comprehensive income of such instruments as of December ~~31, 2022.~~


			60

30, 2023.

Forward Foreign Currency Exchange Contracts

We enter into forward foreign currency exchange contracts to mitigate 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 our 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, we generally hedge a portion of our 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.


			57

Our foreign exchange risk management activities are governed by established policies and procedures. These policies and procedures provide a framework that allows for the management of currency exposures while ensuring the activities are conducted within our established guidelines. Our policies include guidelines for the organizational structure of our risk management function and for internal controls over foreign exchange risk management activities, including, but not limited to, authorization levels, transaction limits, and credit quality controls, as well as various measurements for monitoring compliance. We monitor foreign exchange risk using different techniques, including periodic review of market values and performance of sensitivity analyses.

Cross-Currency Swap Contracts

We periodically designate pay-fixed rate, receive-fixed rate cross-currency swap contracts as hedges of our net investment in certain 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 our senior notes for Euro-denominated fixed interest rate payments, thereby economically converting a portion of our fixed-rate U.S. Dollar-denominated senior note obligations to fixed rate Euro-denominated obligations.

See Note 3 to the accompanying consolidated financial statements for further discussion of our foreign currency exposures and the types of derivative instruments used to hedge those exposures.

Investment Risk Management

As of December ~~31, 2022,~~30, 2023, we had cash and cash equivalents on-hand of ~~$1.566~~$1.804 billion, consisting of deposits in interest bearing accounts, investments in money market deposit accounts, and investments in time deposits with original maturities of 90 days or less. Our other significant investments included ~~$131.4~~$113.8 million of short-term investments, consisting of investments in time deposits with original maturities greater than 90 days.

We actively monitor our exposure to changes in the fair value of our global investment portfolio in accordance with our established policies and procedures, which include monitoring both general and issuer-specific economic conditions, as discussed in Note 3 to the accompanying consolidated financial statements. Our 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 our investment policy. See Note 1211 to the accompanying consolidated financial statements for further detail of the composition of our investment portfolio as of December ~~31, 2022.~~30, 2023.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 3 of the Fiscal ~~2022~~2023 10-K. Our estimates are often based on complex judgments, assessments of probability, and assumptions that management believes to be reasonable, but that are inherently uncertain and unpredictable. It is also possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. For a complete discussion of our critical accounting policies, refer to the "Critical Accounting Policies" section of the MD&A in our Fiscal ~~2022~~2023 10-K.

There have been no significant changes in the application of our critical accounting policies since April ~~2, 2022.~~


			61

1, 2023.

Goodwill Impairment Assessment

We performed our annual assessment of the recoverability of goodwill ~~impairment assessment~~assigned to our reporting units using a ~~qualitative~~quantitative approach as of the beginning of the second quarter of Fiscal ~~2023. In performing the assessment, we identified and considered the significance of relevant key factors, events, and circumstances that affected the~~2024. The estimated fair values ~~and/or carrying amounts~~ of our reporting units were determined with ~~allocated goodwill. These factors included external factors such as macroeconomic, industry,~~the assistance of an independent third-party valuation firm using discounted cash flows and market conditions, as well as entity-specific factors, such as our actual and expected financial performance. Additionally, we also considered the results of our most recent quantitative goodwill impairment test, which was performed as of the end of Fiscal 2020 and incorporated assumptions related to COVID-19 business disruptions, the results of which indicated that the fair values of these reporting units significantly exceeded their respective carrying values.comparisons. Based on the results of ~~our qualitative goodwill~~the quantitative impairment assessment, we concluded ~~that it is not more likely than not~~ that the fair values of our reporting units ~~are less than~~significantly exceeded their respective carrying values and ~~there~~ were ~~no reporting units~~not at risk of impairment. Accordingly, no goodwill impairment charges were recorded.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 4 to the accompanying consolidated financial statements for a description of certain recently issued accounting standards which have impacted our consolidated financial statements, or may impact our consolidated financial statements in future reporting periods.


			58

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

For a discussion of the Company's exposure to market risk, see "Market Risk Management" presented in Part I, Item 2 — MD&A of this Form 10-Q and incorporated herein by reference.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

We carried out an evaluation based on criteria established in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) under the supervision and with the participation of management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our principal executive and principal financial officers have concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of December ~~31, 2022.~~30, 2023.

There has been no change in the Company's internal control over financial reporting during the fiscal quarter ended December ~~31, 2022~~30, 2023 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


			59			62

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Reference is made to the information disclosed under Item 3 — "Legal Proceedings" in the Fiscal ~~2022~~2023 10-K.

Item 1A. Risk Factors.

Reference is made to the information disclosed under Part I, Item 1A — "Risk Factors" in the Fiscal ~~2022~~2023 10-K, which contains a detailed discussion of certain risk factors that could materially adversely affect the Company's business, operating results, and/or financial condition. There are no material changes to the risk factors previously disclosed, nor has the Company identified any previously undisclosed risks that could materially adversely affect the Company's business, operating results, and/or financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)Sales of Unregistered Securities

Shares of the Company's Class B Common Stock may be converted immediately into Class A Common Stock on a one-for-one basis by the holder. There is no cash or other consideration paid by the holder converting the shares and, accordingly, there is no cash or other consideration received by the Company. The shares of Class A Common Stock issued by the Company in such conversions are exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

No shares of the Company's Class B common stock were converted into Class A common stock during the three months ended December ~~31, 2022.~~30, 2023.

(b) Not Applicable

(c)Stock Repurchases

The following table sets forth the repurchases of shares of the Company's Class A common stock during the three months ended December ~~31, 2022:~~30, 2023:

Total Number of Shares Purchased Average
Price
Paid per
Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar
Value of Shares
That May Yet be
Purchased Under the
Plans or Programs(a)
(millions)
October 2, 2022 to October 29, 2022 321,151 $ 87.06 321,151 $ 1,217
October 30, 2022 to December 3, 2022 — — — 1,217
December 4, 2022 to December 31, 2022 4,689 (b) 105.45 — 1,217
325,840 321,151


	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs(a)
						(millions)
October 1, 2023 to October 28, 2023	40,564		$	109.21	40,564	$	995
October 29, 2023 to December 2, 2023	158,743		114.79		158,743	977
December 3, 2023 to December 30, 2023	550,865	(b)	145.91		548,279	897
	750,172				747,586

(a)Repurchases of shares of the Company's Class A common stock are subject to overall business and market conditions.

(b)~~Represents~~Includes 2,586 shares surrendered to or withheld by the Company in satisfaction of withholding taxes in connection with the vesting of awards issued under its long-term stock incentive plans.

Item 5. Other Information.

During the three months ended December 30, 2023, none of our directors or officers (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted or terminated "Rule 10b5-1 trading arrangements" (as defined in Item 408 of Regulation S-K of the Exchange Act) other than Halide Alagöz, Chief Product Officer, who terminated an existing Rule 10b5-1 trading arrangement on December 11, 2023. Ms. Alagöz's former plan was adopted on September 19, 2023 and provided for the sale of up to an aggregate of 7,000 shares of Class A common stock until March 28, 2024.

There were no "non-Rule 10b5-1 trading arrangements" (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted or terminated during the three months ended December 30, 2023 by our directors and officers.


			60			63

Item 6. Exhibits.


3.1			Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1/A (File No. 333-24733) filed June 10, 1997)
3.2			Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Form 8-K filed August 16, 2011)
3.3			Fourth Amended and Restated By-Laws of the Company (filed as Exhibit 3.3 to the Form 10-Q filed August 10, 2017)

31.1*			Certification of Principal Executive Officer pursuant to 17 CFR 240.13a-14(a)
31.2*			Certification of Principal Financial Officer pursuant to 17 CFR 240.13a-14(a)
32.1*			Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*			Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*			XBRL Taxonomy Extension Schema Document
101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			XBRL Taxonomy Extension Label Linkbase Document
101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document

Exhibits 32.1 and 32.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.


*			Filed herewith.


			61			64

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: February ~~9, 2023~~8, 2024


			62			65


	Severance and Benefit Costs		Other Cash Charges		Total
	(millions)
Balance at April 2, 2022	$	30.6	$	0.1	$	30.7
Additions charged to expense	—		2.9		2.9
Cash payments applied against reserve	(15.8)		(3.0)		(18.8)
Non-cash adjustments	(0.4)		—		(0.4)
Balance at December 31, 2022	$	14.4	$	—	$	14.4